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Share Name | Share Symbol | Market | Type |
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Sky Century Investment Inc (PK) | USOTC:SKYI | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 0.0034 | 0.0016 | 0.0034 | 0.00 | 12:45:23 |
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 | |||||||||||||
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For the quarterly period ended: | August 31, 2014 |
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||||||||||
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| For the transition period from | ___________ | to | ____________ |
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| Commission file number: | 001 - 36123 |
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| Band Rep Management, Inc. |
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| (Exact name of registrant as specified in its charter) |
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| Nevada |
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| 45-5243254 |
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(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||||
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| 5481 Middleport Crescent, Mississauga, Ontario L4Z 3V2, Canada |
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| (775) 321-8207 |
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| (Registrants telephone number, including area code) |
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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 has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes[ ] 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. | |||||||||||||
Large accelerated filer [ ] | Accelerated filer [ ] | ||||||||||||
Non-accelerated filer [ ] (Do not check if a smaller reporting company) | Smaller reporting company [X] | ||||||||||||
Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act). | |||||||||||||
| Yes |X| No |_| | ||||||||||||
The number of shares outstanding of the Registrant's Common Stock as October 13, 2014 was 110,022,572 shares of common stock, $0.001 par value, issued and outstanding. |
1
BAND REP MANAGEMENT, INC.
A DEVELOPMENT STAGE COMPANY
QUARTERLY REPORT ON FORM 10-Q
INDEX
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| Page Number |
| PART I |
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Item 1 | Financial Statements | 3 |
Item 2 | Managements Discussion and Analysis of Financial Condition and Results of Operations | 10 |
Item 3 | Quantitative and Qualitative Disclosures About Market Risk | 13 |
Item 4 | Controls and Procedures | 13 |
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| PART II |
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Item 1 | Legal Proceedings | 14 |
Item 2 | Unregistered Sales of Equity Securities and Use of Proceeds | 15 |
Item 3 | Defaults Upon Senior Securities | 15 |
Item 4 | Mine Safety Disclosures | 15 |
Item 5 | Other Information | 15 |
Item 6 | Exhibits | 15 |
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Band Rep Management, Inc. |
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(A Development Stage Company) |
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FINANCIAL STATEMENTS |
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August 31, 2014 |
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Unaudited |
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BALANCE SHEETS |
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STATEMENTS OF OPERATIONS |
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STATEMENT OF STOCKHOLDER'S EQUITY (DEFICIT) |
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STATEMENTS OF CASH FLOWS |
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NOTES TO FINANCIAL STATEMENTS |
Band Rep Management, Inc. | |||||
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(A Development Stage Company) | |||||
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BALANCE SHEETS | |||||
Unaudited | |||||
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| August 31, 2014 |
| May 31, 2014 |
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ASSETS |
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CURRENT ASSETS |
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Cash | $ | 515 | $ | 515 | |
TOTAL CURRENT ASSETS |
| 515 |
| 515 | |
TOTAL ASSETS | $ | 515 | $ | 515 | |
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LIABILITIES AND STOCKHOLDERS' DEFICIT |
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CURRENT LIABILITIES |
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Accounts payable and accrued liabilities | $ | 14,880 | $ | 6,450 | |
Due to related party |
| 25,830 |
| 25,830 | |
TOTAL CURRENT LIABILITIES |
| 40,710 |
| 32,280 | |
TOTAL LIABILITIES |
| 40,710 |
| 32,280 | |
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STOCKHOLDERS' DEFICIT |
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Common Stock, $0.001 par value |
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Authorized |
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200,000,000 shares of common stock, $0.001 par value, |
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Issued and outstanding |
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110,022,572 shares of common stock |
| 110,023 |
| 110,023 | |
Deficit accumulated during development stage |
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| (150,218) |
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TOTAL STOCKHOLDERS' DEFICIT |
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| (40,195) |
| (31,765) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT |
| $ | 515 | $ | 515 |
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The accompanying notes are an integral part of these financial statements. |
Band Rep Management, Inc. | ||||||
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A Development Stage Company | ||||||
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STATEMENTS OF OPERATIONS | ||||||
Unaudited | ||||||
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| 3 months |
| 3 months |
| From inception |
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| Ended |
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| August 31, 2014 |
| August 31, 2013 |
| August 31, 2014 |
EXPENSES |
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General and administrative | $ | (1,430) | $ | (1,375) | $ | (11,795) |
Professional fees |
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| (6,500) |
| (39,750) |
Total expenses |
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| (7,875) |
| (51,545) |
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NET LOSS | $ | (8,430) | $ | (7,875) | $ | (51,545) |
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BASIC LOSS PER COMMON SHARE |
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$ | 0.00 | $ | 0.00 |
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WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING |
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| 110,022,572 |
| 76,203,305 |
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The accompanying notes are an integral part of these financial statements. |
Band Rep Management, Inc. | |||||||
(A Development Stage Company) | |||||||
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STATEMENTS OF CASH FLOWS | |||||||
Unaudited | |||||||
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| From inception |
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| 3 Months |
| 3 Months |
| May 4, 2012 |
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| August 31, 2014 |
| August 31, 2013 |
| August 31, 2014 |
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CASH FLOWS FROM OPERATING ACTIVITIES |
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| Net loss | $ | (8,430) | $ | (7,875) | $ | (51,545) |
| Change in operating assets and liabilities: |
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| Increase (decrease) in accounts payable and accrued expenses |
| 8,430 |
| (1,500) |
| 14,880 |
NET CASH USED IN OPERATING ACTIVITIES |
| - |
| (9,375) |
| (36,665) | |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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| Issuance of common stock |
| - |
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| 11,350 |
| Due to related party |
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| 9,700 |
| 25,830 |
NET CASH PROVIDED BY FINANCING ACTIVITIES |
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| 9,700 |
| 37,180 | ||
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NET INCREASE IN CASH |
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| 325 |
| 515 | |
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CASH, BEGINNING OF PERIOD |
| 515 |
| 154 |
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CASH, END OF PERIOD | $ | 515 | $ | 479 | $ | 515 | |
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The accompanying notes are an integral part of these financial statements. |
10
ITEM 2: MANAGEMENT`S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This section of this report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.
Overview
Band Rep Management, Inc. (BRM, we, the Company) was incorporated in the State of Nevada as a for-profit Company on May 4, 2012 and established a fiscal year end of May 31.
The Company intends to find and manage new music talents and bands for a 25% take of the earnings.
Plan of Operation
As of August 31, 2014, our president and director has loaned $25,830 in the Company. At the present time, we have generated no revenues from our business operations. We will need additional cash and if we are unable to raise it, we will either suspend marketing operations until we do raise the cash necessary to continue our business plan, or we cease operations entirely.
If we are unable to complete any phase of our business plan or marketing efforts because we dont have enough money, we will cease our development and/or marketing activities until we raise money.
As of the quarter ended August 31, 2014 we had $515 of cash on hand and operating expenses in the amount of $8,430 as compared to $515 of cash on hand and operating expenses of $7,875 for the three months ended August 31, 2013. These operating expenses were comprised of professional fees and office and general expenses.
Our current cash holdings will not satisfy our liquidity requirements and we will require additional financing to pursue our planned business activities. We have registered 110,022,572 of our common stock for sale to the public. Our registration statement became effective on April 16, 2013 and we are in the process of seeking equity financing to fund our operations over the next 12 months.
Management believes that if subsequent private placements are successful, we will generate sales revenue within the following twelve months thereof. However, additional equity financing may not be available to us on acceptable terms or at all, and thus we could fail to satisfy our future cash requirements.
In order to have a successful Business, BRM needs to implement its initial plan of operations as described below. We plan to have all the business structure ready before searching for the talents so we can start developing their careers and generating revenue. The actions described below are intended to take place in the order presented herein and only after successfully accomplishing the prior step.
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Step 1 Research and interviews with attorneys: Our president will search for legal advice for the preparation of an initial services contract. It will be important to find a competent and reliable attorney and negotiate the best possible fee. Because we will possibly need legal advice in various moments (between us and our possible clients, record labels, music studios, etc.), a good relationship with a good attorney will be essential. The time frame estimated to accomplish these tasks will be 2 months and cost estimated at $12,000.
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Step 2 Research and Initial contact with music studios and labels: Our president will, after completing the first step described above, research and negotiate deals with music studios and labels. The objective is to form long lasting relationships with agents and promoters. The time frame estimated to accomplish these tasks will be 4 months and cost estimated at $10,000.
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Step 3 Website development: We plan to have our website fully developed only when we have successfully completed the steps described above. The Companys president will oversee all the development of the website and will hire the necessary third party web developer, if necessary. The new artists would be able to upload their files for future BRM analysis and approval. At that point, we believe that well be prepared to manage our business. The time frame estimated to accomplish these task will be 3 months and cost estimated at $5,000.
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Step 4 Marketing Campaign: Our goal is to create public awareness on our business. We intend to advertise on internet social media channels, such as Facebook and place advertisements in specialized magazines and websites. The time frame estimated to accomplish these tasks will be 3 months and cost estimated at $12,000.
In summary, we anticipate that we will be fully operational 12 months after we have raised enough funds to implement our Plan of Operations. We believe that we will begin to generate revenue after we are able to successfully develop the steps described above. If we cannot generate sufficient revenues to continue operations, we will suspend or cease operations. We believe we will be able to successfully implement our plan of operations if we raise at least 25% of the securities offered for sale by the Company.
We do not currently have any employees and management does not plan to hire employees at this time. We do not expect the purchase or sale of any significant equipment and have no current material commitments.
Limited Operating History; Need for Additional Capital
There is no historical financial information about us upon which to base an evaluation of our performance. We are a development stage corporation and have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources.
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Capital Resources
If BRM is unsuccessful in raising the additional proceeds through a private placement offering it will then have to seek additional funds through debt financing, which would be very difficult for a new development stage company to secure. Therefore, the company is highly dependent upon the success of the anticipated private placement offering described herein and failure thereof would result in BRM having to seek capital from other resources such as debt financing, which may not even be available to the company. However, if such financing were available, because BRM is a development stage company with no operations to date, it would likely have to pay additional costs associated with high risk loans and be subject to an above market interest rate. At such time these funds are required, management would evaluate the terms of such debt financing and determine whether the business could sustain operations and growth and manage the debt load. If BRM cannot raise additional proceeds via a private placement of its common stock or secure debt financing it would be required to cease business operations. As a result, investors in BRM common stock would lose all of their investment.
Off Balance Sheet Arrangement
The company is dependent upon the sale of its common shares to obtain the funding necessary to carry out its business plan. Our President, Sergio Galli has undertaken to provide the Company with operating capital to sustain its business over the next twelve month period, as the expenses are incurred, in the form of a non-secured loan. However, there is no contract in place or written agreement securing these agreements. Investors should be aware that Mr. Gallis expression is neither a contract nor agreement between him and the company.
Other than the above described situation the Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not required.
ITEM 4: CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Based upon an evaluation of the effectiveness of disclosure controls and procedures, our principal executive and financial officer has concluded that as of the end of the period covered by this Quarterly Report on Form 10-Q our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act) were not effective. For the three-month period ended August 31, 2014 there were no changes in the internal control over this financial report. It remains the same as reported in our Annual Report on Form 10-K for the year ended May 31, 2014. The Companys principal executive and financial officer has determined that there are material weaknesses in our disclosure controls and procedures.
The material weaknesses in our disclosure control procedures are as follows:
1. Lack of formal policies and procedures necessary to adequately review significant accounting transactions. The Company utilizes a third party independent contractor for the
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preparation of its financial statements. Although the financial statements and footnotes are reviewed by our management, we do not have a formal policy to review significant accounting transactions and the accounting treatment of such transactions. The third party independent contractor is not involved in the day to day operations of the Company and may not be provided information from management on a timely basis to allow for adequate reporting/consideration of certain transactions.
2. Audit Committee and Financial Expert. The Company does not have a formal audit committee with a financial expert, and thus the Company lacks the board oversight role within the financial reporting process.
We intend to initiate measures to remediate the identified material weaknesses including, but not necessarily limited to, the following:
| | Establishing a formal review process of significant accounting transactions that includes participation of the Chief Executive Officer, the Chief Financial Officer and the Companys corporate legal counsel. |
| | Form an Audit Committee that will establish policies and procedures that will provide the Board of Directors a formal review process that will among other things, assure that management controls and procedures are in place and being maintained consistently. |
Changes in Internal Controls over Financial Reporting
For the three-month period ended August 31, 2014 there were no changes in the internal control over financial reporting as reported in our Annual Report on Form 10-K for the year ended May 31, 2014. Management is aware that there is a significant deficiency and a material weakness in our internal control over financial reporting and therefore has concluded that the Companys internal controls over financial reporting were not effective as of August 31, 2014. The significant deficiency relates to a lack of segregation of duties due to the small number of employees involvement with general administrative and financial matters. The material weakness relates to a lack of formal policies and procedures necessary to adequately review significant accounting transactions.
There have not been any changes in the Company's internal control over financial reporting during the quarter ended August 31, 2014 that have materially affected, or are reasonably likely to materially affect the Company's internal control over financial reporting.
14
PART II
ITEM 1: LEGAL PROCEEDINGS
The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated.
No director, officer, or affiliate of the issuer and no owner of record or beneficiary of more than 5% of the securities of the issuer, or any security holder is a party adverse to the small business issuer or has a material interest adverse to the small business issuer.
ITEM 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3: DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS
3.1 | Articles of Incorporation of Band Rep Management, Inc. (incorporated by reference from our Registration Statement on Form S-1 filed on August 17, 2012) |
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3.2 | Bylaws of Band Rep Management, Inc. (incorporated by reference from our Registration Statement on Form S-1 filed on August 17, 2012) |
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31.1 | Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer |
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31.2 | Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer * |
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32.1 | Section 1350 Certification of Chief Executive Officer |
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32.2 | Section 1350 Certification of Chief Financial Officer ** |
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101.INS | XBRL Instance Document |
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101.SCH | XBRL Taxonomy Extension Schema Document |
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101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document |
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101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
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101.LAB | XBRL Taxonomy Extension Label Linkbase Document |
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101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
* Included in Exhibit 31.1
** Included in Exhibit 32.1
Signatures
Pursuant to the requirements of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Band Rep Management, Inc.
BY: /s/ Sergio Galli
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Sergio Galli
President, Secretary Treasurer, Principal Executive Officer,
Principal Financial Officer and Director
/s/ Sathaphon Srithonnang
-------------------------------
Sathaphon Srithonnang
Secretary
Dated: October 13, 2014
16
| Exhibit 31.1 |
CERTIFICATION PURSUANT TO SECTION 302(a)
OF THE SARBANES-OXLEY ACT OF 2002
I, Sergio Galli, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Band Rep Management for the period ended August 31, 2014;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of small business issuers board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal
1
controls over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and,
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.
Date: October 13, 2014
/s/ Sergio Galli
------------------------------
Sergio Galli
President, Secretary Treasurer, Principal Executive Officer,
Principal Financial Officer and Director
/s/ Sathaphon Srithonnang
-------------------------------
Sathaphon Srithonnang
Secretary
2
| Exhibit 32.1 |
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q for the three-month period ending on August 31, 2014 of Band Rep Management, Inc., a Nevada corporation (the "Company"), as filed with the Securities and Exchange Commission on the date hereof (the "Quarterly Report"), I, Sergio Galli, Chairman, President and Chief Financial Officer of the Company certify, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. The Quarterly Report fully complies with the requirements of Section 13(a) or15(d) of the Securities and Exchange Act of 1934, as amended; and
2. The information contained in this Quarterly Report fairly presents, in all material respects, the financial condition and results of operation of the Company.
Date: October 13, 2014
/s/ Sergio Galli
-------------------------------
Sergio Galli
President, Treasurer, Principal Executive Officer,
Principal Financial Officer and Director
/s/ Sathaphon Srithonnang
-------------------------------
Sathaphon Srithonnang
Secretary
1
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