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 October 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 ______
Commission file number 0-52961
NO SHOW, INC.
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(Exact name of registrant as specified in its charter)
Nevada 20-3356659
------------------------------- -------------------
(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 December 2, 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 October 31, 2009
Part I. Financial Information
Page
Item 1. Financial Statements
Condensed Balance Sheets as of October 31, 2009 and July 31, 2009 3
Condensed Statements of Operations for the three months
ended October 31, 2009 and 2008 4
Condensed Statements of Cash Flows for the three months
ended October 31, 2009 and 2008 5
Notes to the Condensed Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 9
Item 3. Quantitative and Qualitative Disclosures About Market Risk 16
Item 4. Controls and Procedures 17
Part II Other Information
Item 1. Legal Proceedings 19
Item 1A. Risk Factors 19
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 19
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 20
Signatures 21
2
Part I. Financial Information
Item 1. Financial Statements
No Show, Inc.
(a development stage company)
Condensed Balance Sheets
October 31,
2009 July 31,
(Unaudited) 2009
----------- -------------
ASSETS
Current Assets:
Cash $ - $ -
Funds held in escrow - -
Prepaid Expense 500 3,500
----------- -------------
Total current assets 500 3,500
----------- -------------
TOTAL ASSETS $ 500 $ 3,500
=========== =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 25 $ 25
----------- -------------
Total current liabilities 25 25
----------- -------------
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
10/31/09 and 7/31/09, respectively 21,050 21,050
Additional paid-in capital 33,250 33,250
Deficit accumulated during
development stage (53,825) (50,825)
----------- -------------
Total stockholders' equity 475 3,475
----------- -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 500 $ 3,500
=========== =============
The accompanying notes are an integral part of these financial statements.
3
No Show, Inc.
(a development stage company)
Condensed Statements of Operations
(Unaudited)
From
For the three months ended August 23, 2005
October 31, (Inception) to
---------------------------- October 31,
2009 2008 2009
------------- ------------- ---------------
REVENUE $ - $ - $ -
------------- ------------- ---------------
EXPENSES:
General and administrative
expenses 3,000 3,984 53,825
------------- ------------- ---------------
Total expenses 3,000 3,984 53,825
------------- ------------- ---------------
Net loss before income taxes (3,000) (3,984) (53,825)
Income tax expense - - -
------------- ------------- ---------------
NET (LOSS) $ (3,000) $ (3,984) $ (53,825)
============= ============= ===============
NET (LOSS) PER SHARE-
BASIC AND FULLY DILUTED $ (0.00) $ (0.00)
============= =============
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING-
BASIC AND FULLY DILUTED 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)
From
For the three months ended August 23, 2005
October 31, (Inception) to
---------------------------- October 31,
2009 2008 2009
------------- ------------- ---------------
OPERATING ACTIVITIES
Net (loss) $ (3,000) $ (3,984) $ (53,825)
Adjustments to reconcile
net loss to net cash
provided (used) by
operating activities:
Increase (decrease)
in accounts payable - 2,050 25
(Increase) decrease in
prepaid expense 3,000 - (500)
------------- ------------- ---------------
Net cash (used) from
operating activities - (1,934) (54,300)
FINANCING ACTIVITIES
Issuances of common stock - - 31,000
Officer donated capital - - 23,300
------------- ------------- ---------------
Net cash provided from
financing activities - - 54,300
NET CHANGE IN CASH - (1,934) -
CASH AND EQUIVALENTS,
BEGINNING OF PERIOD - 1,934 -
------------- ------------- ---------------
CASH AND EQUIVALENTS,
END OF PERIOD $ - $ - $ -
============= ============= ===============
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)
Notes to the Condensed Financial Statements
October 31, 2009 and July 31, 2009
NOTE 1 - CONDENSED FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by the Company
without audit. In the opinion of management, all adjustments (which include
only normal recurring adjustments) necessary to present fairly the financial
position, results of operations and cash flows at October 31, 2009 and for
all periods presented have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally
accepted in the United States of America have been condensed or omitted. It
is suggested that these condensed financial statements be read in conjunction
with the financial statements and notes thereto included in the Company's
July 31, 2009 audited financial statements. The results of operations for
the period ended October 31, 2009 and 2008 are not necessarily indicative of
the operating results for the full year.
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 of October 31, 2009,
the Company has not recognized any revenues and has accumulated operating
losses of approximately $(53,825) 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. Management plans to raise equity capital to finance
the operating and capital requirements of the Company. Amounts raised will
be used to further development of the Company's products, to provide
financing for marketing and promotion, to secure additional property and
equipment, and for other working capital purposes. While the Company is
putting forth 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)
Notes to the Condensed Financial Statements
October 31, 2009 and July 31, 2009
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
----------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Recent Accounting Pronouncements
--------------------------------
In June 2009, the FASB issued ASC 105-10, "The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles".
ASC 105-10 will become the source of authoritative U.S. generally accepted
accounting principles (GAAP) recognized by the FASB to be applied by
nongovernmental entities. Rules and interpretive releases of the Securities
and Exchange Commission (SEC) under authority of federal securities laws are
also sources of authoritative GAAP for SEC registrants. On the effective date
of this Statement, the Codification will supersede all then-existing non-SEC
accounting and reporting standards. All other non-grandfathered non-SEC
accounting literature not included in the Codification will become non-
authoritative. This statement is effective for financial statements issued
for interim and annual periods ending after September 15, 2009.The Company
does not expect the adoption of ASC 105-10 to have an impact on the Company's
results of operations, financial condition or cash flows.
NOTE 4 - CONCENTRATION OF CREDIT RISK
Cash Balances
-------------
The Company maintains its cash in various financial institutions in the
United States. Balances maintained in the United States are insured by the
Federal Deposit Insurance Corporation (FDIC). This government corporation
insured balances up to $100,000 through October 13, 2008. As of October 14,
2008 all non-interest bearing transaction deposit accounts at an FDIC-insured
institution, including all business checking deposit accounts that do not
earn interest, are fully insured for the entire amount in the deposit
account. This unlimited insurance coverage is temporary and will remain in
effect for participating institutions until December 31, 2009. All other
deposit accounts at FDIC-insured institutions are insured up to at least
$250,000 per depositor until December 31, 2013.
7
No Show, Inc.
(A development stage company)
Notes to the Condensed Financial Statements
October 31, 2009 and July 31, 2009
NOTE 5 - SUBSEQUENT EVENTS
None. The Company has evaluated subsequent events through December 2, 2009,
the date which the financial statements were available to be issued.
8
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, 2009 and subsequently
through the interim Quarterly report for the period ending October 31, 2009.
9
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).
10
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 may 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.
11
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.
12
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 October 31, 2009
------------------------------------------------------------
During the three months ended October 31, 2009, the Company had a net loss of
$(3,000) versus a net loss of $(3,984) for the same period last year. For
the three months ending October 31, 2009, the Company experienced general and
administrative expenses of $3,000, primarily accounting fees to keep the
Company fully reporting. Since the Company's inception on August 23, 2005,
the Company experienced a net loss of $(53,825).
Revenues
--------
During the three month period ended October 31, 2009, the Company generated
no revenues, 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.
13
Going Concern
-------------
Going Concern - The Company experienced operating losses, of $(53,825) since
its inception on August 23, 2005 through the period ended October 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 October 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.
14
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 the Company's current limited available cash, no officer
or director received compensation through the nine months ended January 31,
2009. No officer or director received stock options or other non-cash
compensation since the Company's inception through October 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.
15
New Accounting Standards
------------------------
In June 2009, the FASB issued ASC 105-10, "The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles".
ASC 105-10 will become the source of authoritative U.S. generally accepted
accounting principles (GAAP) recognized by the FASB to be applied by
nongovernmental entities. Rules and interpretive releases of the Securities
and Exchange Commission (SEC) under authority of federal securities laws are
also sources of authoritative GAAP for SEC registrants. On the effective date
of this Statement, the Codification will supersede all then-existing non-SEC
accounting and reporting standards. All other non-grandfathered non-SEC
accounting literature not included in the Codification will become non-
authoritative. This statement is effective for financial statements issued
for interim and annual periods ending after September 15, 2009.The Company
does not expect the adoption of ASC 105-10 to have an impact on the Company's
results of operations, financial condition or cash flows.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Not applicable.
16
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
October 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 October 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.
17
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.
18
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 for the fiscal year ended July 31, 2009 and the discussion in
Item 1, above, under "Liquidity and Capital Resources."
Item 2 -- Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3 -- Defaults Upon Senior Securities
None.
Item 4 -- Submission of Matters to a Vote of Security Holders
None.
Item 5 -- Other Information
None.
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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
------------------------------------------------------------------------------
20
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: December 2, 2009
----------------
21