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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
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|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended January 31, 2009
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______
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Commission file number 0-52961
NO SHOW, INC.
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(Exact name of registrant as specified in its charter)
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Nevada 20-3356659
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3415 Ocatillo Mesa Way, North Las Vegas, NV 89031
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(Address of principal executive offices)(Zip Code)
Issuer's telephone number, including area code: (702) 277-7366
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to
such filing requirements for the past 90 days. Yes |X| No |_|
Indicate by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of
the Exchange Act (Check one).
Large accelerated filer |_| Accelerated filer |_|
Non-accelerated filer |_| Smaller Reporting Company |X|
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes |X| No |_|
As of March 13, 2009, the registrant's outstanding common stock consisted
of 21,050,000 shares, $0.001 par value.
Table of Contents
No Show, Inc.
Index to Form 10-Q
For the Quarterly Period Ended January 31, 2009
Part I. Financial Information
Page
Item 1. Financial Statements
Condensed Balance Sheets as of January 31, 2009 and July 31, 2008 3
Condensed Statements of Income for the three months
ended January 31, 2009 and 2008 4
Condensed Statements of Cash Flows for the three months
ended January 31, 2009 and 2008 5
Condensed Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 8
Item 3. Quantitative and Qualitative Disclosures About Market Risk 15
Item 4. Controls and Procedures 16
Part II Other Information
Item 1. Legal Proceedings 18
Item 1A. Risk Factors 18
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 18
Item 3 -- Defaults Upon Senior Securities 19
Item 4 -- Submission of Matters to a Vote of Security Holders 19
Item 5 -- Other Information 19
Item 6. Exhibits 19
Signatures 20
2
Part I. Financial Information
Item 1. Financial Statements
No Show, Inc.
(a development stage company)
Condensed Balance Sheets
Condensed Balance Sheets
January 31,
2009 July 31,
(Unaudited) 2008
----------- -------------
ASSETS
Current Assets:
Cash $ - $ -
Funds held in escrow - 1,934
----------- -------------
Total current assets - 1,934
----------- -------------
TOTAL ASSETS $ - $ 1,934
=========== =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable 800 1,750
----------- -------------
Total current liabilities 800 1,750
----------- -------------
Stockholder's Equity:
Common Stock, $0.001 par value, 75,000,000
shares authorized, 21,050,000, 21,050,000
shares issued and outstanding as of
7/31/08 and 10/31/08, respectively 21,050 21,050
Additional paid-in capital 16,950 12,950
Earnings (Deficit) accumulated during
development stage (38,800) (33,816)
----------- -------------
Total stockholders' equity (800) 184
----------- -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ - $ 1,934
=========== =============
The accompanying notes are an integral part of these financial statements.
3
No Show, Inc.
(a development stage company)
Condensed Statements of Operations
(Unaudited)
Condensed Statements of Operations
For the three months For the six months From
ended ended August 23, 2005
January 31, January 31, (Inception) to
-------------------- ------------------ January 31,
2009 2008 2009 2008 2009
--------- --------- -------- -------- ----------------
Revenue $ - $ - $ - $ - $ -
--------- --------- -------- -------- ----------------
Expenses:
General and
administrative
expenses 1,000 - 4,984 - 38,800
--------- --------- -------- -------- ----------------
Total expenses 1,000 - 4,984 - 38,800
--------- --------- -------- -------- ----------------
Net loss before
income taxes (1,000) - (4,984) - (38,800)
Income tax expense - - - - -
--------- --------- -------- -------- ----------------
Net income (loss) $ (1,000) $ - $(4,984) $ - $ (38,800)
========= ========= ======== ======== ================
Net (loss) per
share - basic
and fully
diluted $ (0.00) $ 0.00 $ (0.00) $ 0.00
========= ========= ======== =========
Weighted average
number of
common shares
outstanding -
basic and fully
diluted 21,050,000 21,050,000 21,050,000 21,050,000
========== ========== ========== ==========
The accompanying notes are an integral part of these financial statements.
4
No Show, Inc.
(a development stage company)
Condensed Statements of Cash Flows
(Unaudited)
Condensed Statements of Cash Flows
For the For the From
six months six months August 23, 2005
ended ended (Inception) to
January 31, January 31, January 31,
2009 2008 2009
------------- ------------- ---------------
Cash flows from operating activities:
Net income (loss) $ (4,984) $ - $ (38,800)
Adjustments to reconcile net loss
to net cash provided (used) by
operating activities:
Increase (Decrease) in
accounts payable (950) - 800
------------- ------------- ---------------
Net cash (used) from operating
activities (5,934) - (38,000)
Cash flows from financing activities:
Issuances of common stock - - 31,000
Officer donated capital 4,000 - 7,000
------------- ------------- ---------------
Net cash provided from financing
activities 4,000 - 38,000
Net increase (decrease) in
cash (1,934) - -
Cash and
equivalents-
beginning 1,934 15,000 -
------------- ------------- ---------------
Cash and
equivalents-
ending $ - $ 15,000 $ -
============= ============= ===============
Supplemental disclosures:
Interest paid $ - $ - $ -
============= ============= ===============
Income taxes paid $ - $ - $ -
============= ============= ===============
Non-cash transactions $ - $ - $ -
============= ============= ===============
The accompanying notes are an integral part of these financial statements.
5
No Show, Inc.
(A development stage company)
Condensed Notes to Financial Statements
January 31, 2009
Note 1 - Basis of Presentation
The condensed interim financial statements included herein, presented in
accordance with United States generally accepted accounting principles and
stated in US dollars, have been prepared by the Company, without audit,
pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included
in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules
and regulations, although the Company believes that the disclosures are
adequate to make the information presented not misleading.
These statements reflect all adjustments, consisting of normal recurring
adjustments, which, in the opinion of management, are necessary for fair
presentation of the information contained therein. It is suggested that
these interim financial statements be read in conjunction with the financial
statements of the Company for the period ended July 31, 2008 and notes
thereto included in the Company's 10-K Annual Report. The Company follows
the same accounting policies in the preparation of interim reports.
Results of operations for the interim periods are not indicative of annual
results.
Note 2 - Going concern
These condensed financial statements have been prepared in accordance with
generally accepted accounting principles applicable to a going concern which
contemplates the realization of assets and the satisfaction of liabilities
and commitments in the normal course of business. As at January 31, 2009,
the Company has not recognized any revenues to date and has accumulated
operating losses of approximately $(38,800) since inception. The Company's
ability to continue as a going concern is contingent upon the successful
completion of additional financing arrangements and its ability to achieve
and maintain profitable operations. While the Company is expending its best
efforts to achieve the above plans, there is no assurance that any such
activity will generate funds that will be available for operations.
These conditions raise substantial doubt about the Company's ability to
continue as a going concern. These financial statements do not include any
adjustments that might arise from this uncertainty.
6
No Show, Inc.
(A development stage company)
Condensed Notes to Financial Statements
January 31, 2009
Note 3 - Related party transactions
The Company does not lease or rent any property. Office services are
provided without charge by a director. Such costs are immaterial to the
financial statements and, accordingly, have not been reflected therein. The
officers and directors of the Company are involved in other business
activities and may, in the future, become involved in other business
opportunities. If a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company and their other
business interests. The Company has not formulated a policy for the
resolution of such conflicts.
7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Item 2. - Management's Discussion and Analysis of Financial Condition and
Results of Operations
Forward-Looking Information
The Company may from time to time make written or oral "forward-looking
statements" including statements contained in this report and in other
communications by the Company, which are made in good faith by the Company
pursuant to the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995.
These forward-looking statements include statements of the Company's plans,
objectives, expectations, estimates and intentions, which are subject to
change based on various important factors (some of which are beyond the
Company's control). The following factors, in addition to others not listed,
could cause the Company's actual results to differ materially from those
expressed in forward looking statements: the strength of the domestic and
local economies in which the Company conducts operations, the impact of
current uncertainties in global economic conditions and the ongoing
financial crisis affecting the domestic and foreign banking system and
financial markets, including the impact on the Company's suppliers and
customers, changes in client needs and consumer spending habits, the impact
of competition and technological change on the Company, the Company's ability
to manage its growth effectively, including its ability to successfully
integrate any business which it might acquire, and currency fluctuations.
All forward-looking statements in this report are based upon information
available to the Company on the date of this report. The Company undertakes
no obligation to publicly update or revise any forward-looking statement,
whether as a result of new information, future events, or otherwise, except
as required by law.
Critical Accounting Policies
----------------------------
There have been no material changes to our critical accounting policies and
estimates from the information provided in Item 7, "Management's Discussion
and Analysis of Financial Condition and Results of Operations", included in
our Annual Report for the fiscal year ended July 31, 2008 and subsequently
through the interim Quarterly report for the period ending January 31, 2009.
8
Results of Operations
---------------------
Overview of Current Operations
------------------------------
No Show, Inc. was incorporated in the State of Nevada on August 23, 2005.
We are in the business of designing and marketing women's intimate apparel.
Emphasis in the design would include using fabrics and a stitch design which
would not show through regular clothing as undergarments. Once management
designs these undergarments, clothing contract manufacturers will be
identified to replicate these garments. Management plans to market their
products through retail women's clothing stores. Activities to date have
been limited primarily to organization, initial capitalization, establishing
an appropriate operating facility in Las Vegas, Nevada, and seeking funding
to commence our operational plans.
Our Business
------------
Our business is to design and market women's intimate apparel. Emphasis is
utilizing fabric and stitch design which would not show through regular
clothing as undergarments. Once management designs these undergarments,
clothing contract manufacturers will be identified to replicate these garments.
Management believes the Company's success will be determined by its ability to
create brand awareness, acquire customers and produce its products at a
competitive price. The Company has developed a few strategies to accomplish
this goal. Management plans to shop for clothing contract manufacturers
outside of the U.S. preferably Mexico to produce its intimate apparel garments.
At this time, management has not enlisted or signed any contract manufacturing
contracts or agreements. Management has developed two patterns for its
intimate apparel garments and is now in the process of identifying the type of
fabrics to be used for its future products. The process to identify the
fabrics to be used includes the following: a) availability of the fabric; b)
cost of the fabric; c) durability; d) moisture-wicking fabric (a moisture-
wicking fabric is a fabric that pulls moisture away from the skin to keep the
body dry, as compared to a natural fiber like cotton that retains moisture; e)
comfortable; f) a fabric which will allow invisible seams; and g) a machine
washable fabric. Until we can identify and source the fabric to be used in
our garments, it would be difficult to predict a price point for our
product(s).
In an effort to identify a source to supply a fabric which meets this criteria,
management has been requesting sample material (known in the industry as a
"swatches") and prices from various suppliers in the U.S., China and Mexico.
The suppliers contacted have not been responsive, as they recognize that No
Show is a start-up company with no operating history. Management is determined
to find a supplier that would be willing to work with the Company. The search
for suppliers has been made utilizing the internet and the Thomas Register
Directory (an industry source book).
9
Management recognizes that the retail price point must be competitive in order
to sell product, it is for this reason that the fabric selection process has
taken so long to complete.
With our limited resources, management does not plan on hiring subcontractors
or consultants to help design more intimate apparel clothing patterns. Our
management will undertake this responsibility.
Marketing Plan
--------------
Since we are based in Las Vegas, Nevada, the initial marketing of our products
will be directed towards specialty boutique stores in Las Vegas, Nevada, and
stores located in the Las Vegas casinos. Initially, management will undertake
the responsibility of knocking-on-doors to promote its intimate apparel line.
Management will be responsible for developing sales brochures for our product
line.
In order to build distribution for our intimate apparel line, management would
consider placing product on consignment with local retailers. In this sense,
the local retailers would not need to purchase inventory of a new line, which
may or might not sell. Under this arrangement, when a retailer sells our
merchandise to the customer, the retailer becomes obligated to pay us from the
proceeds of the sale. If the product does not sell, the retailer can return
the product to us without incurring the cost of purchasing the merchandise out
of their own funds. This method of distribution may be needed to help us build
brand awareness. We do not expect that each store would stock more than six
items, per size, in inventory. Therefore, if we used the consignment method
to obtain initial distribution, we would limit our costs of providing inventory
by limiting the number of stores, and the amount of merchandise to be carried
by each store.
If this method of distribution becomes successful, and our products are
accepted by the consumers, management will hire manufacturing sale
representatives who will market the products to larger retailer outlets in
other geographic locations in the U.S.
The Industry
------------
The apparel industry is highly cyclical and heavily dependent upon the overall
level of consumer spending. Purchases of apparel and related goods tend to be
highly correlated with changes in the disposable income of consumers. Consumer
spending is dependent on a number of factors, including actual and perceived
economic conditions affecting disposable consumer income (such as unemployment,
wages and salaries), business conditions, interest rates, availability of
credit and tax rates in the general economy and in the international, regional
and local markets where our products are sold. As a result, any deterioration
in general economic conditions, reductions in the level of consumer spending
or increases in interest rates in any of the regions in which we compete could
adversely affect the sales of our products.
10
A return to recessionary or inflationary conditions, whether in the United
States or globally, additional terrorist attacks or similar events could have
further adverse effects on consumer confidence and spending and, as a result,
could have a material adverse effect on the Company's future financial
condition and results of operations.
Competition
-----------
The intimate apparel industry is highly competitive. Competition is generally
based upon product quality, brand name recognition, price, selection, service
and purchasing convenience. Both branded and private label manufacturers
compete in the intimate apparel industry. Major competitors include: Gap,
Inc., Jockey International, Inc., Kellwood Company, the Lane Bryant division of
Charming Shoppes, Inc., Maidenform Brands, Inc., Sara Lee Corporation, Triumph
International, VF Corporation, the Victoria's Secret division of Limited
Brands, Inc., Wacoal Corp. and The Warnaco Group, Inc. Because of the highly
fragmented nature of the balance of the industry, both domestically and
internationally, the Company will also compete with many small manufacturers
and retailers. Additionally, department stores, specialty stores and other
retailers, have significant private label product offerings that would compete
with No Show, Inc. The Company might not be able to compete successfully with
these competitors in the future. If No Show fails to compete successfully, its
potential tiny market share and results of operations would be materially and
adversely affected.
Most all of our competitors have significantly greater financial, marketing
and other resources, broader product lines outside of intimate apparel and
larger customer bases than we have and are less financially leveraged than we
are. As a result, these competitors may be able to: adapt to changes in
customer requirements more quickly; introduce new and more innovative products
more quickly; better adapt to downturns in the economy or other decreases in
sales; better withstand pressure to accept customer returns of their products
or reductions in inventory levels carried by our customers; take advantage of
acquisition and other opportunities more readily; devote greater resources to
the marketing and sale of their products; adopt more aggressive pricing
policies and provide greater contributions to retailer price markdowns.
No Show's Funding Requirements
------------------------------
No Show does not have the required capital or funding to produce any intimate
apparel products. Management anticipates No Show will require at least
$500,000 to complete to perform the design and marketing of its proposed
intimate apparel product. The Company has been seeking funding from a number
of sources, but has yet to secure any funding, especially during this current
economic downturn. Management continues to seek different funding sources in
order to initiate its business plan. The downturn in the economy has limited
our sources of financing. We continue to seek financing with no success. If
we are unable to obtain capital to finance our plan of operations or identify
alternative capital, we may need to curtail, limit or cease our existing
operations.
11
Future funding could result in potentially dilutive issuances of equity
securities, the incurrence of debt, contingent liabilities and/or
amortization expenses related to goodwill and other intangible assets, which
could materially adversely affect the Company's business, results of
operations and financial condition. Any future acquisitions of other
businesses, technologies, services or product(s) might require the Company to
obtain additional equity or debt financing, which might not be available on
terms favorable to the Company, or at all, and such financing, if available,
might be dilutive.
Results of Operations for the quarter ended January 31, 2009
------------------------------------------------------------
During the three months ended January 31, 2009, the Company had a net loss of
$(1,000) versus a no net loss for the same period last year. During the six
months ended January 31, 2009, the Company had a net loss of $(4,984) versus a
no net loss for the same period last year, when the Company was somewhat
inactive. For the six months ending January 31, 2009, the Company experienced
general and administrative expenses of $4,984, primarily accounting and legal
fees to keep the Company fully reporting. Since the Company's inception, on
August 23, 2005, the Company experienced a net lost $(38,800).
Revenues
--------
During the six month period ended January 31, 2009, the Company generated no
revenues and compared to no revenues for the same period last year. Since
inception on August 23, 2005, the Company has generated no revenues.
Plan of Operation
-----------------
Management does not believe that the Company will be able to generate
any significant profit during the coming year.
Management believes the Company can sustain itself for the next twelve months.
Management has agreed to keep the Company funded at its own expense, without
seeking reimbursement for expenses paid. The Company's need for capital may
change dramatically if it can generate additional revenues from its operations.
In the event the Company requires additional funds, the Company will have to
seek loans or equity placements to cover such cash needs. There are no
assurances additional capital will be available to the Company on acceptable
terms.
12
Going Concern
-------------
Going Concern - The Company experienced operating losses, of $(38,800) since
its inception on August 23, 2005 through the period ended January 31, 2009.
The financial statements have been prepared assuming the Company will continue
to operate as a going concern which contemplates the realization of assets and
the settlement of liabilities in the normal course of business. No adjustment
has been made to the recorded amount of assets or the recorded amount or
classification of liabilities which would be required if the Company were
unable to continue its operations. (See Financial Footnote 2)
Summary of any product research and development that we will perform for the
term of our plan of operation.
-----------------------------------------------------------------------------
We do not anticipate performing any additional significant product research
and development under our current plan of operation at this time.
Expected purchase or sale of plant and significant equipment.
-------------------------------------------------------------
We do not anticipate the purchase or sale of any plant or significant
equipment; as such items are not required by us at this time.
Significant changes in the number of employees.
-----------------------------------------------
As of January 31, 2009, we did not have any employees. We are dependent upon
our sole officer and director for our future business development. As our
operations expand we anticipate the need to hire additional employees,
consultants and professionals; however, the exact number is not quantifiable
at this time.
13
Liquidity and Capital Resources
-------------------------------
The Company has limited financial resources available, which has had an
adverse impact on the Company's liquidity, activities and operations.
These limitations have adversely affected the Company's ability to obtain
certain projects and pursue additional business. Without realization of
additional capital, it would be unlikely for the Company to continue as a
going concern. In order for the Company to remain a Going Concern it will
need to find additional capital. Additional working capital may be sought
through additional debt or equity private placements, additional notes
payable to banks or related parties (officers, directors or stockholders),
or from other available funding sources at market rates of interest, or a
combination of these. The ability to raise necessary financing will depend
on many factors, including the nature and prospects of any business to be
acquired and the economic and market conditions prevailing at the time
financing is sought. Management has been seeking outside funding for the
Company with little success. The current economic downturn has made it
difficult to find any new capital sources for the Company. No assurances can
be given that any new financing can be obtained to future the Company's
business plan.
Our sole officer/director has agreed to donate funds to the operations of the
Company, in order to keep it fully reporting for the next twelve (12) months,
without seeking reimbursement for funds donated.
As a result of our Company's current limited available cash, no officer
or director received compensation through the six months ended January 31,
2009. No officer or director received stock options or other non-cash
compensation since the Company's inception through January 31, 2009. The
Company has no employment agreements in place with its officers. Nor does
the Company owe its officers any accrued compensation, as the Officers agreed
to work for company at no cost, until the company can become profitable on
a consistent Quarter-to-Quarter basis.
Off-Balance Sheet Arrangements
------------------------------
We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes
in financial condition, revenues or expenses, results or operations, liquidity,
capital expenditures or capital resources that is material to investors.
Critical Accounting Policies and Estimates
------------------------------------------
Revenue Recognition: We recognize revenue from product sales once all of the
following criteria for revenue recognition have been met: pervasive evidence
that an agreement exists; the services have been rendered; the fee is fixed
and determinable and not subject to refund or adjustment; and collection of
the amount due is reasonable assured.
14
New Accounting Standards
------------------------
In December 2007, the FASB issued SFAS No. 160, "Non-controlling Interests in
Consolidated Financial Statements". This statement amends ARB 51 to establish
accounting and reporting standards for the non-controlling (minority) interest
in a subsidiary and for the de-consolidation of a subsidiary. It clarifies that
a non-controlling interest in a subsidiary is equity in the consolidated
financial statements. SFAS No. 160 is effective for fiscal years and interim
periods beginning after December 15, 2008. The adoption of SFAS 160 is not
expected to have a material impact on the Company's financial position,
results of operation or cash flows.
As of January 1, 2008 we adopted SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities" ("SFAS No. 159"). SFAS No. 159
allows the company to choose to measure many financial assets and financial
liabilities at fair value. Unrealized gains and losses on items for which the
fair value option has been elected are reported in earnings. The adoption of
SFAS 159 has not had a material impact on our financial position, results of
operation or cash flows.
As of January 1, 2008 we adopted SFAS No. 157, "Fair Value Measurements"
("SFAS No. 157"). SFAS No. 157 defines fair value and provides guidance for
measuring and disclosing fair value. The adoption of SFAS 157 has not had a
material impact on our financial position, results of operation or cash flows.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Not applicable.
15
Item 4T. Controls and Procedures
(a) Evaluation of Internal Controls and Procedures
No Show is committed to maintaining disclosure controls and procedures that
are designed to ensure that information required to be disclosed in its
Exchange Act reports is recorded, processed, summarized, and reported within
the time periods specified in the U.S. Securities and Exchange Commission's
rules and forms, and that such information is accumulated and communicated to
its management, including its Chief Executive Officer and Chief Financial
Officer, as appropriate to allow timely decisions regarding required
disclosure.
As required by Rule 13a-15(b) of the Exchange Act, No Show has carried out an
evaluation, under the supervision and with the participation of its management,
including its Chief Executive Officer and the Chief Financial Officer, who is
also the sole member of our Board of Directors, to provide reasonable assurance
regarding the reliability of financial reporting and the reparation of the
financial statements in accordance with U. S. generally accepted accounting
principles.
The evaluation examined those disclosure controls and procedures as of
January 31, 2009, the end of the period covered by this report. Based on that
evaluation, they concluded that, during the period covered by this report,
such internal controls and procedures were not effective to detect the
inappropriate application of US GAAP rules as more fully described below.
This was due to deficiencies that existed in the design or operation of our
internal controls over financial reporting that adversely affected our
internal controls and that may be considered to be material weaknesses.
The matters involving internal controls and procedures that our management
considered to be material weaknesses under the standards of the Public
Company Accounting Oversight Board were: (1) lack of a functioning audit
committee due to a lack of a majority of independent members and a lack of a
majority of outside directors on our board of directors, resulting in
ineffective oversight in the establishment and monitoring of required
internal controls and procedures; (2) inadequate segregation of duties
consistent with control objectives; and (3) ineffective controls over period
end financial disclosure and reporting processes. The aforementioned
material weaknesses were identified by our Chief Executive Officer in
connection with the review of our financial statements as of January 31, 2009.
Management believes that the material weaknesses set forth in items (2) and
(3) above did not have an effect on our financial results. However,
management believes that the lack of a functioning audit committee and the
lack of a majority of outside directors on our board of directors results in
ineffective oversight in the establishment and monitoring of required
internal controls and procedures, which could result in a material
misstatement in our financial statements in future periods.
16
Additional procedures were performed in order for management to conclude with
reasonable assurance that the Company's financial statements contained in this
Quarterly Report on Form 10-Q present fairly, in all material respects, the
Company's financial position, results of operations and cash flows for the
periods presented.
This quarterly report does not include an attestation report of the
Corporation's registered public accounting firm regarding internal control
over financial reporting. Management's report was not subject to attestation
by the Corporation's registered public accounting firm pursuant to temporary
rules of the SEC that permit the Corporation to provide only the management's
report in this quarterly report.
(b) Management's Remediation Initiatives
-----------------------------------------
In an effort to remediate the identified material weaknesses and other
deficiencies and enhance our internal controls, we have initiated, or plan to
initiate, the following series of measures:
We will create a position to segregate duties consistent with control
objectives and will increase our personnel resources and technical accounting
expertise within the accounting function when funds are available to us.
And, we plan to appoint one or more outside directors to our board of
directors who shall be appointed to an audit committee resulting in a fully
functioning audit committee who will undertake the oversight in the
establishment and monitoring of required internal controls and procedures
such as reviewing and approving estimates and assumptions made by management
when funds are available to us.
(c) Changes in internal controls over financial reporting
----------------------------------------------------------
There was no change in our internal controls over financial reporting that
occurred during the period covered by this report, that has materially
affected, or is reasonably likely to materially affect, our internal controls
over financial reporting.
17
PART II. OTHER INFORMATION
Item 1 -- Legal Proceedings
From time to time, we may become involved in various lawsuits and legal
proceedings, which arise in the ordinary course of business. However,
litigation is subject to inherent uncertainties, and an adverse result in
these or other matters may arise from time to time that may harm our
business.
We are not presently a party to any material litigation, nor to the knowledge
of management is any litigation threatened against us, which may materially
affect us.
Item 1A - Risk Factors
See Risk Factors set forth in Part I, Item 1A of the Company's Annual Report
on Form 10K-SB for the fiscal year ended July 31, 2008 and the discussion in
Item 1, above, under "Financial Condition - Liquidity and Capital resources.
Item 2 -- Unregistered Sales of Equity Securities and Use of Proceeds
On August 23, 2005 (inception), we issued 30,000, par value $0.001 common
shares of stock for cash to the Company's founder for $3,000 cash. These
shares were subsequently cancelled on September 30, 2006.
In May, 2006, the Company issued 50,000 shares of its $0.001 par value common
stock to approximately 35 investors for cash of $10,000 (net of offering
costs). The Company, was issued a permit to sell securities to the public in
the State of Nevada in November, 2005, pursuant to Nevada Revised Statutes
Chapter 90.490. This offering was made in reliance upon an exemption from the
registration provisions of Section 5 of the Securities Act of 1993, as amended,
pursuant to Regulation D, Rule 504 of the Act. The State Permit allowed the
Company to engaged in general solicitation in the State of Nevada. Under
Nevada State permit rules, the purchasers were not required to be accredited
investors.
In September, 2006, we conducted a private placement without any general
solicitation or advertisement. We completed this private placement with six
accredited individuals. The shares were issued in reliance upon an exemption
from registration under Section 4(2) of the Securities Act and/or Rule 506 of
Regulation D promulgated thereunder as a transaction not involving a public
offering. The six investors purchased 6,000,000 common shares, at par value
$0.001 for $6,000 cash.
In May, 2007, we conducted a private placement without any general solicitation
or advertisement. We completed this private placement with a group of
accredited individuals. The shares were issued in reliance upon an exemption
from registration under Section 4(2) of the Securities Act and/or Rule 506 of
Regulation D promulgated thereunder as a transaction not involving a public
offering. The investors purchased 15,000,000 common shares, at par value
$0.001 for $15,000 cash.
No other issuances of common stock have been made.
18
Item 3 -- Defaults Upon Senior Securities
None.
Item 4 -- Submission of Matters to a Vote of Security Holders
None.
Item 5 -- Other Information
None.
Item 6 -- Exhibits
Incorporated by reference
-------------------------
Filed Period Filing
Exhibit Exhibit Description herewith Form ending Exhibit date
------------------------------------------------------------------------------
3.1 No Show, Inc. Articles SB-2 3.1 8-31-07
of Incorporation
------------------------------------------------------------------------------
3.2 Bylaws as currently SB-2 3.2 8-31-07
in effect
------------------------------------------------------------------------------
31.1 Certification of President X
and Principal Financial
Officer, pursuant to Section
302 of the Sarbanes-Oxley
Act
------------------------------------------------------------------------------
31.2 Certification of President X
and Principal Financial
Officer, pursuant to Section
906 of the Sarbanes-Oxley
Act
------------------------------------------------------------------------------
19
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
No Show, Inc.
------------------------
Registrant
By: /s/ Doreen E. Zimmerman
------------------------------
Name: Doreen E. Zimmerman
Title: President/CFO/Director
Dated: March 13, 2009
--------------
20