UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-Q





x Quarterly Report Pursuant To Section 13 Or 15(D) Of The Securities Exchange Act Of 1934





For the quarterly period ended February 28, 2013





o Transition Report Under Section 13 Or 15(D) Of The Securities Exchange Act Of 1934





For the transition period from ____________ to ____________




COMMISSION FILE NUMBER    333-176429





TEAMUPSPORT INC.


(Exact name of registrant as specified in its charter)





NEVADA
98-0366971(State or other jurisdiction of

incorporation or organization)
(I.R.S. Employer

Identification No.)





700 Gillard Street, Wallaceburg, Ontario, Canada, N8A 4Z5


(Address of principal executive offices, including zip code)





519-350-6536


(Issuer’s telephone number, including area code)






Check whether the issuer (1) filed all reports required to be filed by section 13 or 15(d) of the Exchange Act during the past 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 o




Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.





Large accelerated filer
o
Accelerated filer
oNon-accelerated filer
o
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 o




State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 4,766,698 shares of common stock as of April 15, 2013.







1








PART I. FINANCIAL INFORMATION





Item 1.       Financial Statements (unaudited)





The following interim unaudited financial statements of TeamUpSport Inc. (the “Company”) as of and for the three and nine month period ended February 28, 2013 are included with this Quarterly Report on Form 10-Q:





(a)
Balance Sheets as at February 28, 2013 (unaudited) and May 31, 2012.(b)
Statements of Operations for the three and nine months ended February 28, 2013 and 2012, and for the period from inception (October 4, 2010) through February 28, 2013 (unaudited).(c)
Statements of Stockholders’ Equity for the period from inception (October 4, 2010) to February 28, 2013 (unaudited).(d)
Statements of Cash Flows for the nine months ended February 28, 2013 and 2012 and for the period from inception (October 4, 2010) through February 28, 2013 (unaudited).(e)
Notes to Financial Statements (unaudited).



































2






TeamUpSport Inc.(A Development Stage Company)Balance SheetsFebruary 28,


May 31,2013


2012(Unaudited)ASSETSCurrent AssetsCash

$
1,708


$
25,088Total Assets

$
1,708


$
25,088LIABILITIES AND STOCKHOLDERS' EQUITYCurrent LiabilitiesOfficer Loan

$
1,302


$
1,302Total Liabilities


1,302



1,302Stockholders' EquityPreferred Stock, $0.001 par value; 10,000,000 sharesauthorized; 0 shares issued and outstanding


-



-Common stock, $0.001 par value; 65,000,000 shares authorized;Issued and outstanding:4,766,698 shares at February 28, 2013 & May 31, 2012


4,767



4,767Additional Paid-in Capital


47,566



47,566Accumulated Deficit


(51,927
)


(28,547
)Total Stockholders' Equity


406



23,786Total Liabilities and Stockholders' Equity

$
1,708


$
25,088

















The accompanying notes are an integral part of these financial statements.




3






TeamUpSport Inc.(A Development Stage Company)Statements of Operations(Unaudited)For the Periodfrom Inception,For the three months


For the nine months


October 4, 2010,ended


ended


throughFebruary 28,


February 28,


February 28,2013


2012


2013


2012


2013Revenue

$
-


$
-


$
-


$
-


$
-Cost of Sales


-



-



-



-



-Operating Income


-



-



-



-



-General and Administrative Expenses:Professional Fees


1,380



300



5,805



7,585



17,190Other Administrative Expenses


1,957



858



17,575



2,999



34,737Total General and Administrative Expenses


3,337



1,158



23,380



10,584



51,927Income tax expense


-



-



-



-



-Net Loss

$
(3,337
)

$
(1,158
)

$
(23,380
)

$
(10,584
)

$
(51,927
)Basic and Dilutive loss per common share

$
-


$
-


$
-


$
-Basic and diluted weighted averagecommon shares outstanding


4,766,698



4,766,698



4,766,698



4,766,698

















The accompanying notes are an integral part of these financial statements.




4






TeamUpSport Inc.(A Development Stage Company)Statements of Stockholders' EquityFor the period from Inception, October 4, 2010, to February 28, 2013(Unaudited)Common Stock


Additional





TotalNumber of





Paid-in


Accumulated


Stockholders'Shares


Amount


Capital


Deficit


EquityInception, October 4, 2010


-


$
-


$
-


$
-


$
-2,866,698 common shares issuedat $0.005 per share to founderfor cash, October 22, 2010


2,866,698



2,867



11,466



-



14,333Net loss for the period


-



-



-



(4,498
)


(4,498
)Balances, May 31, 2011


2,866,698


$
2,867


$
11,466


$
(4,498
)

$
9,8351,900,000 common shares issued tothird party investors for cash


1,900,000



1,900



36,100



-



38,000at $0.02 per shareNet loss for the year


-



-



-



(24,049
)


(24,049
)Balances, May 31, 2012


4,766,698



4,767



47,566



(28,547
)


23,786Net loss for nine months


-



-



-



(23,380
)


(23,380
)Balances, February 28, 2013 (Unaudited)


4,766,698


$
4,767


$
47,566


$
(51,927
)

$
406




















The accompanying notes are an integral part of these financial statements.




5








TeamUpSport Inc.(A Development Stage Company)Statements of Cash Flows(Unaudited)For the PeriodFor the Nine Months


from Inception,Ended


October 4, 2010,February 28,


through February 28,2013


2012


2013Operating Activities:Net loss

$
(23,380
)

$
(10,584
)

$
(51,927
)Net cash used in operating activities


(23,380
)


(10,584
)


(51,927
)Financing Activities:Proceeds from stock issuance to founder


-



-



14,333Proceeds of stockholder's loan


-



-



1,302Proceeds from shares issued


-



-



38,000Net cash provided by financing activities


-



-



53,635Net change in cash


(23,380
)


(10,584
)


1,708Cash, beginning of the period


25,088



49,137



-Cash, end of the period

$
1,708


$
39,711


$
1,708Supplemental cash flow disclosure:Interest paid

$
-


$
-


$
-Taxes paid

$
-


$
-


$
-Stock issued in cancellation of debt

$
-


$
38,000


$
38,000

















The accompanying notes are an integral part of these financial statements.




6








TeamUpSport Inc.


(A Development Stage Company)


Notes to Financial Statements


(Unaudited)






Note 1.   Organization and Description of Business





Organization





TeamUpSport Inc. was incorporated under the laws of the State of Nevada on October 4, 2010. The Company was organized for the purpose of engaging in an internet-based social networking business. The Company adopted May 31 as its fiscal year-end.





In October, 2010 the Company began developing its business plan, which was published in the fiscal period ended May 31, 2011. The Company plans to develop a social-networking-type website centered around 10-20 sports. The website will permit participants to interact and to access media content.  The Company was capitalized with subscriptions for common stock in the first fiscal period ended May 31, 2011, and is constructing its website. The principal executive offices are located in Wallaceburg, Ontario, Canada.





Note 2.   Basis of Presentation– Development Stage Company and Going Concern





The Company has not earned any revenue from operations since inception. Accordingly, the Company’s activities have been accounted for as those of a "Development Stage Enterprise" as set forth in ASC 915, "Development Stage Entities." Among the disclosures required by ASC 915, are that the Company’s financial statements be identified as those of a development stage company, and that the statements of operations, stockholders' equity and cash flows disclose activity since the date of the Company's inception.





The Company sustained operating losses and accumulated deficit of $51,927 as of February 28, 2013. The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtain additional financing, as may be required.





The accompanying unaudited condensed financial statements have been prepared assuming that the Company will continue as a going concern; however, the above condition raises substantial doubt about the Company’s ability to do so. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.






7








The unaudited condensed interim financial statements have been prepared by us pursuant to the rules and regulations of the Securities and Exchange Commission. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. These financial statements should be read in conjunction with the audited financial statements and notes for the year ended May 31, 2012 included in our Annual Report on Form 10-K. The results of the three and nine month periods ended February 28, 2013 are not necessarily indicative of the results to be expected for the full year ending May 31, 2013.








Note 2.   Summary of Significant Accounting Policies





Use of Estimates





The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, and reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates. Significant estimates made by management are, among others, deferred taxes.





Cash and cash equivalents





Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company did not have cash equivalents as of February 28, 2013 and May 31, 2012, respectively.





Fair Value of Financial Instruments








ASC Topic 820 defines fair value, establishes a framework for measuring fair value, establishes a three-level valuation hierarchy for disclosure of fair value measurement and enhances disclosure requirements for fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:





Level 1 -
observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.Level 2 -
include other inputs that are directly or indirectly observable in the marketplace.Level 3 -
unobservable inputs which are supported by little or no market activity.








8








Recent Accounting Pronouncements





Effective January 2012, the Company adopted ASU No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (ASU 2011-04). ASU 2011-04 represents the converged guidance of the Financial Accounting Standards Board (FASB) and the International Accounting Standards Board (IASB) on fair value measurement. A variety of measures are included in the update intended to either clarify existing fair value measurement requirements, change particular principles requirements for measuring fair value or for disclosing information about fair value measurements. For many of the requirements, the FASB does not intend to change the application of existing requirements under Accounting Standards Codification (ASC) Topic 820, Fair Value Measurements. ASU 2011-04 was effective for interim and annual periods beginning after December 15, 2011. The adoption of this update did not have a material impact on the financial statements.





Effective January 2012, the Company adopted ASU No. 2011-05, Presentation of Comprehensive Income (ASU 2011-05). ASU 2011-05 is intended to increase the prominence of items reported in other comprehensive income and to facilitate convergence of accounting guidance in this area with that of the IASB. The amendments require that all nonowner changes in shareholders’ equity be presented in a single continuous statement of comprehensive income or in two separate but consecutive statements. In December 2011, the FASB issued ASU No. 2011-12, Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05 (ASU 2011-12). ASU 2011-12 defers the provisions of ASU 2011-05 that require the presentation of reclassification adjustments on the face of both the statement of income and statement of other comprehensive income. Amendments under ASU 2011-05 that were not deferred under ASU 2011-12 will be applied retrospectively for fiscal years, and interim periods within those years, beginning after December 15, 2011. The adoption of this update did not have a material impact on the financial statements.





In December 2011, the FASB issued ASU No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities (ASU 2011-11). The amendments in ASU 2011-11 require the disclosure of information on offsetting and related arrangements for financial and derivative instruments to enable users of its financial statements to understand the effect of those arrangements on its financial position. Amendments under ASU 2011-11 will be applied retrospectively for fiscal years, and interim periods within those years, beginning after January 1, 2013. The Company is evaluating the effect, if any, adoption of ASU 2011-11 will have on its financial statements.








9








In February 2013, the FASB issued ASU No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive (ASU 2013-02). This guidance is the culmination of the FASB’s deliberation on reporting reclassification adjustments from accumulated other comprehensive income (AOCI). The amendments in ASU 2013-02 do not change the current requirements for reporting net income or other comprehensive income. However, the amendments require disclosure of amounts reclassified out of AOCI in its entirety, by component, on the face of the statement of operations or in the notes thereto. Amounts that are not required to be reclassified in their entirety to net income must be cross-referenced to other disclosures that provide additional detail. This standard is effective prospectively for annual and interim reporting periods beginning after December 15, 2012. The Company is evaluating the effect, if any, the adoption of ASU 2013-02 will have on its financial statements.




Income Taxes





We account for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are recorded, when necessary, to reduce deferred tax assets to the amount expected to be realized.




As a result of the implementation of certain provisions of ASC 740, Income Taxes (“ASC 740”), which clarifies the accounting and disclosure for uncertainty in tax positions, as defined, ASC 740 seeks to reduce the diversity in practice associated with certain aspects of the recognition and measurement related to accounting for income taxes. We adopted the provisions of ASC 740 as of January 1, 2007, and have analyzed filing positions in each of the federal and state jurisdictions where we are required to file income tax returns, as well as all open tax years in these jurisdictions. We have identified the U.S. federal and California as our "major" tax jurisdictions.




We believe that our income tax filing positions and deductions will be sustained on audit and do not anticipate any adjustments that will result in a material change to our financial position. Therefore, no reserves for uncertain income tax positions have been recorded pursuant to ASC 740. In addition, we did not record a cumulative effect adjustment related to the adoption of ASC 740. Our policy for recording interest and penalties associated with income-based tax audits is to record such items as a component of income taxes.








10








Loss per Common Share





Basic loss per common share excludes dilutive securities and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted earnings per common share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Since the Company has only incurred losses, basic and diluted loss per share is the same. As of February 28, 2013 and 2012, there were no outstanding dilutive securities.





The following table represents the computation of basic and diluted losses per share:





Nine months


Nine monthsended February 28,


ended February 28,2013 (unaudited)


2012 (unaudited)Loss available for common shareholder

$
(23,380
)

$
(10,584
)Basic and fully diluted loss per share

$
-


$
-Weighted average common shares outstanding - basic and diluted


4,766,698



4,766,698





Net loss per share is based upon the weighted average shares of common stock outstanding.








Note 3.   Related Party Transactions and Officer Loan





The Company issued the President, Dennis Kjeldson, 2,866,698 common shares for cash of $14,333 on October 22, 2010.





The President of the Company, Dennis Kjeldison, advanced funds of $1,302 to the Company for filing fees. The loan is unsecured, carries no interest, has no terms of repayment or maturity date and is payable upon demand.








Note 4.   Income Taxes





The Company is subject to United States income taxes and Canadian income taxes (to the extent of its operations in Canada).  The Company had no income tax expense during the reported period due to net operating losses. The Company has net operating losses carried forward of approximately $51,000 for tax purposes which will expire in 2030 through 2032 if not utilized.






11






February 28,2013


2012Provision computed at federal statutory rate


15
%


15
%state tax, net of federal tax benefit


0
%


0
%Valuation allowance


-15
%


-15
%Effective income tax rate


0
%


0
%February 28, 2013


May 31, 2012Deferred tax asset- net operating loss

$
51,000


$
28,500less valuation allowance


(51,000
)


(28,500
)Net deferred tax asset

$
0


$
0








Note 5.   Common Stock





The Company has authorized 65,000,000 shares of $0.001 par value common stock, of which 4,766,698 shares are issued and outstanding as at February 28, 2013 and authorized 10,000,000 shares of $0.001 par value preferred stock, of which none was outstanding as at February 28, 2013.





On October 22, 2010, the Company issued 2,866,698 shares at $0.005 per share for cash of $14,333.





During the fourth quarter of fiscal year ended May 31, 2011, the Company sold shares to third party investors for cash at $0.02 per share for $38,000.


















12








Item 2.       Management’s Discussion and Analysis of Financial condition and Results of Operations





THE FOLLOWING DISCUSSION OF THE RESULTS OF OUR OPERATIONS AND FINANCIAL CONDITION SHOULD BE READ IN CONJUNCTION WITH OUR FINANCIAL STATEMENTS AND THE NOTES THERETO INCLUDED ELSEWHERE IN THIS REPORT.





CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS





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 our report.  These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results and predictions.  We are a development stage company and have not yet generated or realized any revenues.





Overview





TeamUpSport Inc. intends to develop and commercialize on it’s website www.teamupsport.com, which will be a website designed to integrate into a single online offering, people’s interest in sport with the new capabilities of online social networking.





We are still in our development stage and plan and cannot commence business operations on our website until its completion. The TeamUpSport website has not yet been developed, and substantial additional development work and funding will be required before the website can be fully operational. The company’s website will be designed to integrate into a single online offering people’s interest in sports with the capabilities of online social networking. The website will become a sports focused social networking website. Unlike other social networking websites that do not have a focused market, the company aims to target people interested in the sports enthusiast market. All content will be geared specifically towards sports, such as fan groups for teams, and media arranged by leagues. This will allow the company to offer a service designed to compliment the lifestyles of sports fans, no matter what sport they play or are interested in.





Since inception we have worked toward the introduction and development of our website that we will use to generate revenues.





We have no revenues, have achieved losses since inception, have been issued a going concern opinion by our auditors and rely upon the sale of our securities to fund operations. Accordingly, we will be dependent on future additional financing in order to maintain our operations and continue seeking new business opportunities.






13








Our Plan of Operations





Development will occur in several phases, as follows:





Stage 1:





The goal in stage 1 will be to design and implement a demo interface to show the structure, look, and feature set for the company’s website. To this end, several basic pages will be designed, including:




Signup / home page for www.teamupsport.com inviting people to sign up, describing features and benefits, etc.




Sample homepage for an individual that has signed up and shows what is seen when they sign in.




Several pages i.e. their “my team” page which shows media content related to their team(s), blog pane, other local related content, etc.





These pages will be static and graphic in nature.  Along with this, www.teamupsport.com will identify and document the important and complex programming requirements and timeline to make the website a reality.





The demo website was completed In January 2012. Upon testing the demo site the company decided that it needed to be reworked in order to be integrated with the currently popular social media sites. The company believes it will be able to accomplish this redesign by June 2013.





Stage 2:





With Stage 2, the initial operational beta site will be created, tested, and debugged. This website will be beta test-marketed with a variety of selected potential users. Once the beta site is up and running, the company will seek to raise funds for a roll out strategy.





Due to the nature of the costs involved and the fact that the company’s President will not be receiving a salary at this time, expenses related to stage 2 are expected to be less than $30,000. The president will spearhead this effort and the completion of Stage 2 is expected in August 2013. The company does not currently have sufficient capital to begin this stage of its plan of operations, and will require additional capital to complete stage 2. We currently do not have any arrangements for financing and we may not be able to obtain financing when required.  We believe the only source of funds that would be realistic is through a loan from our president or the sale of equity capital.






14








Stage 3:





The roll out strategy will require the sourcing of local content, developing contact lists for local teams and sponsors, etc., and implementing a marketing campaign. The website will need to be built up on from its beta stage and once it is ready to launch the website will go live. The company believes that if it is successful in the completion of Stage 2, will enable the company to raise additional funds to fully develop the website and fund expanded development and sales and marketing efforts.  Management anticipates hiring 2 to 4 permanent staff for this effort of going live and rolling out the website. The company expects this stage to cost approximately $250,000. The president will spearhead this stage of its plan of operations. If the company is able to carry forward with this stage of its plan of operations it expects the process to take approximately 9 to 12 months. The company does not currently have sufficient capital to carry out this stage of its plan of operations.  We currently do not have any arrangements for financing and we may not be able to obtain financing when required.  We believe the only source of funds that would be realistic is through the sale of equity capital.





Our company will require additional financing. There can be no assurance, however, that we will be able to acquire the financing necessary to enable us to pursue our plan of operation. If our company requires additional financing and we are unable to acquire such funds, our business may fail.  As a development stage company, we are not able to fund our cash requirements through our current operations. Historically, we have been able to raise a limited amount of capital through private placements of our equity stock, but we are uncertain about our continued ability to raise funds privately. If we are unable to secure adequate capital to continue our operations, our shareholders may lose some or all of their investment and our business may fail.





Results of Operations





The following summary of our results of operations should be read in conjunction with our financial statements included herein.





Our operating results for the three months ended February 28, 2013 and 2012 are summarized as follows:





Three Months Ended


Three Months EndedFebruary 28, 2013


February 28, 2012Revenue

$
-


$
-Total Expenses

$
3,337


$
1,158Net Loss

$
3,337


$
1,158








15








Revenues





We have not earned any revenues to date. Our website is not yet operational and we do not anticipate earning revenues until our website is fully operational. We are presently in the development stage of our business and we can provide no assurance that we begin earning revenues.





Expenses





Our expenses for the three months ended February 28, 2013 and 2012 are outlined in the table below:





Three Months Ended


Three Months EndedFebruary 28, 2013


February 28, 2012Professional Fees

$
1,380


$
300Other General & Administrative

$
1,957


$
858





Professional Fees





Professional fees include our accounting and auditing expenses incurred in connection with the preparation of our financial statements and professional fees that we pay to our legal counsel.





We incurred operating losses in the amount of $51,927 from inception on October 4, 2010 through the period ended February 28, 2013.  These operating expenses were composed of professional fees, and other general and administrative expenses.





Going Concern





We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive development activities. For these reasons our auditors stated in their report on our audited financial statements that they have substantial doubt we will be able to continue as a going concern.





Financings




Our operations to date have been funded by equity investment. All of our equity funding has come from a private placement of our securities




We completed an offering of 2,866,689 shares of common stock on October 22, 2010 to our president and director, Dennis Kjeldsen, at a price of $0.005 per share.  The total proceeds received from this offering were $14,333.49.  These shares were issued pursuant to Section 4(2) of the Securities Act of 1933 and are restricted shares as defined in the Securities Act.  We did not engage in any general solicitation or advertising.






16








We completed an offering of 1,900,000 shares of our common stock at a price of $0.02 per share to a total of thirty one (31) purchasers on June 1, 2011.  The total amount we received from this offering was $38,000. The identity of the purchasers from this offering is included in the selling shareholder table set forth above.  We completed this offering pursuant Rule 903(a) and conditions set forth in Category 3 (Rule 903(b)(3)) of Regulation S of the Securities Act of 1933.





Off-Balance Sheet Arrangements





We have no significant 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 of operations, liquidity, capital expenditures or capital resources that is material to stockholders.




Item 3.       Quantitative and Qualitative Disclosures About Market Risk.




N/A




Item 4.       Controls and Procedures.





As of the end of the period covered by this Report, the Company’s President, and principal financial officer (the “Certifying Officer”), evaluated the effectiveness of the Company’s “disclosure controls and procedures,” as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934. Based on that evaluation, the officer concluded that, as of the date of the evaluation, the Company’s disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed in the Company’s periodic filings under the Securities Exchange Act of 1934 is accumulated and communicated to management to allow timely decisions regarding required disclosure.





The Certifying Officer has also indicated that there were no changes in internal controls over financial reporting during the Company’s last fiscal quarter, and no significant changes in our internal controls or other factors that could significantly affect such controls subsequent to the date of their evaluation and there were no corrective actions with regard to significant deficiencies and material weaknesses.





Our management, including the Certifying Officer, does not expect that our disclosure controls or our internal controls will prevent all errors and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been








17








detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the control. The design of any systems of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of these inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.




Item 4(t).Controls and Procedures.





The information required pursuant to item 4(t) has been provided in Item 4.




PART II. OTHER INFORMATION





Item 1.       Legal Proceedings





None.





Item 1(a).   Risk Factors





There have been no changes to our risk factors from those disclosed in our Post-Effective Amendment No. 1 to Form S-1 filed on February 5, 2013.





Item 2.       Unregistered Sales of Equity Securities





We did not issue any securities without registration pursuant to the Securities Act of 1933 during the three months ended February 28, 2013.





Item 3.       Defaults Upon Senior Securities





None





Item 4.       Submission of Matters to a Vote of Securities Holders





No matters were submitted to our security holders for a vote during the quarter of our fiscal year ending February 28, 2013.





Item 5.       Other Information





None.






18








Item 6.       Exhibits





Exhibit

Number
Description of Exhibit31.1
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002








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 thereunto duly authorized.





TEAMUPSPORT INC.





By:       /s/ Dennis Kjeldsen




Dennis Kjeldsen, President,


Chief Executive Officer and


Chief Financial Officer Director




Date: April 15, 2013


















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