Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2010
COMMISSION FILE NUMBER: 000-54117
E-BAND MEDIA, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 27-2951584
(State of Incorporation) (I.R.S. Employer ID Number)
16459 Pauhaska Place
Apple Valley, California 92307
Tel: 760-508-9104
(Address and telephone number of principal executive offices)
Copies to:
Daniel C. Masters, Esq.
P. O. Box 66
La Jolla, CA 92038
(858) 459-1133 - Tel
(858) 459-1103 - Fax
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.
Large accelerated filer [ ] Accelerated Filer [ ]
Non-accelerated filer [ ] 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 Registrant's shares of common stock, $0.0001 par value,
outstanding as of November 11, 2010 was 11,150,000.
ITEM 1. FINANCIAL STATEMENTS
The un-audited quarterly financial statements for the period ended September 30,
2010, prepared by the company, immediately follow.
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E-BAND MEDIA, INC.
(A Development Stage Company)
BALANCE SHEET
(unaudited)
As of As of
September 30, June 30,
2010 2010
-------- --------
ASSETS
Assets
Cash $ -- $ --
-------- --------
TOTAL ASSETS $ -- $ --
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Accounts payable $ -- $ --
-------- --------
TOTAL LIABILITIES $ -- $ --
======== ========
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $0.0001 par value: 100,000,000 shares
authorized, 11,125,000 shares issued and outstanding
as of 9/30/2010 and 6/30/2010 $ 1,115 $ 1,115
Preferred stock, $0.0001 par value: 20,000,000 shares
authorized, no shares issued and outstanding
as of 9/30/2010 and 6/30/2010 -- --
Additional paid in capital $ -- $ --
Deficit accumulated during devel. stage (1,115) (1,115)
-------- --------
TOTAL SHAREHOLDERS' EQUITY (DEFICIT) -- --
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ -- $ --
======== ========
See Notes to Financial Statements
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E-BAND MEDIA, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
(unaudited)
Period From
Three Months Period April 29, 2010
Ended Ended (Inception) to
September 30, June 30, September 30,
2010 2010 2010
------------ ------------ ----------
REVENUE $ -- $ -- $ --
------------ ------------ ----------
Total Revenue -- -- --
EXPENSES
Professional Exps -- 1,115 1,115
General & Admin Exps -- -- --
------------ ------------ ----------
Operating Expense -- 1,115 1,115
------------ ------------ ----------
OPERATING INCOME (LOSS) -- (1,115) (1,115)
OTHER INCOME (EXPENSE) -- -- --
Current Income Tax -- -- --
------------ ------------ ----------
NET INCOME (LOSS) -- (1,115) (1,115)
============ ============ ==========
Basic & Diluted (Loss) per Share -- (0.000)
------------ ------------
Weighted average number of common
shares outstanding 11,150,000 11,150,000
See Notes to Financial Statements
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E-BAND MEDIA, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the Three Months Ended Sept. 30, 2010
(unaudited)
Period From
Three Months Period April 29, 2010
Ended Ended (Inception) to
September 30, June 30, September 30,
2010 2010 2010
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss) $ -- $ (1,115) $ (1,115)
-------- -------- --------
Adjustments to reconcile net income (loss) to net
cash (used in) operations -- -- --
Stock issued for service -- 1,115 1,115
Increase in Accounts Payable -- -- --
-------- -------- --------
NET CASH PROVIDED BY (USED IN) OPERATIONS -- -- --
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
NET CASH PROVIDED BY INVESTING ACTIVITIES -- -- --
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
NET CASH PROVIDED BY FINANCING ACTIVITIES -- -- --
-------- -------- --------
NET INCREASE (DECREASE) -- -- --
-------- -------- --------
CASH BEGINNING OF PERIOD -- -- --
-------- -------- --------
CASH END OF PERIOD $ -- $ -- $ --
======== ======== ========
NONCASH FINANCING ACTIVITIES
Common stock issued for service -- 1,115 1,115
-------- -------- --------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid $ -- $ -- $ --
-------- -------- --------
Income taxes paid $ -- $ -- $ --
-------- -------- --------
See Notes to Financial Statements
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E-BAND MEDIA, INC.
(A Development Stage Company)
Notes to Financial Statements (Unaudited)
September 30, 2010
NOTE 1. NATURE AND BACKGROUND OF BUSINESS
E-Band Media, Inc. ("the Company" or "the Issuer") was organized under the laws
of the State of Delaware on April 29, 2010. The Company was established as part
of the Chapter 11 reorganization of AP Corporate Services, Inc. ("AP"). Under
AP's Plan of Reorganization, as confirmed by the U.S. Bankruptcy Court for the
Central District of California, the Company was incorporated to: (1) receive and
own any interest which AP had in the development of an internet based medical
consultation service; and (2) issue shares of its common stock to AP's general
unsecured creditors, to its administrative creditors, and to its shareholders.
Management believes the Company lacks the resources to effectively develop such
a medical service on its own at this time and is therefore engaged in a search
for a strategic business partner or a merger or acquisition partner with the
resources to take the Company in a new direction and bring greater value to its
shareholders. The Company has been in the development stage since its formation
and has not yet realized any revenues from its planned operations.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. BASIS OF ACCOUNTING
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a June 30 year-end.
b. BASIC EARNINGS PER SHARE
The Company computes net income (loss) per share in accordance with the FASB
Accounting Standards Codification ("ASC"). The ASC specifies the computation,
presentation and disclosure requirements for earnings (loss) per share for
entities with publicly held common stock.
Basic net earnings (loss) per share amounts are computed by dividing the net
earnings (loss) by the weighted average number of common shares outstanding.
Diluted earnings (loss) per share are the same as basic earnings (loss) per
share due to the lack of dilutive items in the Company.
c. 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.
d. CASH and CASH EQUIVALENT
For the Balance Sheet and Statements of Cash Flows, all highly liquid
investments with maturity of three months or less are considered to be cash
equivalents.
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e. REVENUE RECOGNITION
The Company recognizes revenues and the related costs when persuasive evidence
of an arrangement exists, delivery and acceptance has occurred or service has
been rendered, the price is fixed or determinable, and collection of the
resulting receivable is reasonably assured. Amounts invoiced or collected in
advance of product delivery or providing services are recorded as deferred
revenue. The Company accrues for warranty costs, sales returns, bad debts, and
other allowances based on its historical experience.
f. STOCK-BASED COMPENSATION
The Company records stock-based compensation in accordance with the FASB
Accounting Standards Classification using the fair value method. All
transactions in which goods or services are the consideration received for the
issuance of equity instruments are accounted for based on the fair value of the
consideration received or the fair value of the equity instrument issued,
whichever is more reliably measurable. Equity instruments issued to employees
and the cost of the services received as consideration are measured and
recognized based on the fair value of the equity instruments issued.
g. INCOME TAXES
Income taxes are provided in accordance with the FASB Accounting Standards
Classification. A deferred tax asset or liability is recorded for all temporary
differences between financial and tax reporting and net operating loss carry
forwards. Deferred tax expense (benefit) results from the net change during the
year of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized. Deferred tax assets and liabilities are
adjusted for the effects of changes in tax laws and rates on the date of
enactment.
h. IMPACT OF NEW ACCOUNTING STANDARDS
The Company does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on the Company's results of
operations, financial position, or cash flow.
NOTE 3. GOING CONCERN
The Company's financial statements are prepared in accordance with generally
accepted accounting principles applicable to a going concern. This contemplates
the realization of assets and the liquidation of liabilities in the normal
course of business. Currently, the Company does not have significant cash or
other material assets, nor does it have operations or a source of revenue
sufficient to cover its operation costs and allow it to continue as a going
concern. The president has committed to advancing certain operating costs of the
Company.
Management plans to seek a strategic business partner or a merger or acquisition
partner with the resources to take the Company in a new direction and bring
greater value to its shareholders. Management has yet to identify any of these
and there is no guarantee that the Company will be able to identify such
opportunities in the future.
NOTE 4. STOCKHOLDERS' EQUITY COMMON STOCK
The authorized share capital of the Company consists of 100,000,000 shares of
common stock with $0.0001 par value, and 20,000,000 shares of preferred stock
also with $0.0001 par value. No other classes of stock are authorized.
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COMMON STOCK: As of September 30, 2010, there were a total of 11,150,000 common
shares issued and outstanding.
The Company's first issuance of common stock, totaling 1,085,000 shares, took
place on April 29, 2010 pursuant to the Chapter 11 Plan of Reorganization
confirmed by the U.S. Bankruptcy Court in the matter of AP Corporate Services,
Inc. ("AP"). The Court ordered the distribution of shares in E-Band Media, Inc.
to all general unsecured creditors of AP, with these creditors to receive their
PRO RATA share (according to amount of debt held) of a pool of 80,000 shares in
the Company. The Court also ordered the distribution of shares in the Company to
all shareholders of AP, with these shareholders to receive their PRO RATA share
(according to number of shares held) of a pool of 5,000 shares in the Company.
The Court also ordered the distribution of shares in the Company to all
administrative creditors of AP, with these creditors to receive one share of
common stock in the Company for each $0.10 of AP's administrative debt which
they held.
The Court also ordered the distribution of warrants in the Company to all
administrative creditors of AP, with these creditors to receive five warrants in
the Company for each $0.10 of AP's administrative debt which they held. These
creditors received an aggregate of 5,000,000 warrants consisting of 1,000,000 "A
Warrants" each convertible into one share of common stock at an exercise price
of $1.00; 1,000,000 "B Warrants" each convertible into one share of common stock
at an exercise price of $2.00; 1,000,000 "C Warrants" each convertible into one
share of common stock at an exercise price of $3.00; 1,000,000 "D Warrants" each
convertible into one share of common stock at an exercise price of $4.00; and
1,000,000 "E Warrants" each convertible into one share of common stock at an
exercise price of $5.00. All warrants are exercisable at any time prior to
January 4, 2014. This warrant distribution also took place on April 29, 2010.
Also on April 29, 2010 the Company issued a total of 10,065,000 common shares in
a private placement. The shares were issued for services and costs advanced at
par value, which is $0.0001 per share.
As a result of these issuances there were a total 11,150,000 common shares
issued and outstanding, and a total of 5,000,000 warrants to acquire common
shares issued and outstanding, at September 30, 2010.
PREFERRED STOCK: The authorized share capital of the Company includes 20,000,000
shares of preferred stock with $0.0001 par value. As of September 30, 2010 no
shares of preferred stock had been issued and no shares of preferred stock were
outstanding.
NOTE 5. INCOME TAXES
The Company has had no business activity and made no U.S. federal income tax
provision since its inception on April 29, 2010.
NOTE 6. RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal property. An officer of
the corporation provides office services without charge. Such costs are
immaterial to the financial statements and accordingly, have not been reflected
therein. The officers and directors for the Company are involved in other
business activities and may, in the future, become involved in other business
opportunities. If a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company and their other
business interests. The Company has not formulated a policy for the resolution
of such conflicts.
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NOTE 7. WARRANTS AND OPTIONS
On April 29, 2010 (inception), the Company issued 5,000,000 warrants exercisable
into 5,000,000 shares of the Company's common stock. These warrants were issued
per order of the U.S. Bankruptcy Court in the matter of AP Corporate Services,
Inc. ("AP") to the administrative creditors of AP. These creditors received an
aggregate of 5,000,000 warrants consisting of 1,000,000 "A Warrants" each
convertible into one share of common stock at an exercise price of $1.00;
1,000,000 "B Warrants" each convertible into one share of common stock at an
exercise price of $2.00; 1,000,000 "C Warrants" each convertible into one share
of common stock at an exercise price of $3.00; 1,000,000 "D Warrants" each
convertible into one share of common stock at an exercise price of $4.00; and
1,000,000 "E Warrants" each convertible into one share of common stock at an
exercise price of $5.00. All warrants are exercisable at any time prior to
January 4, 2014. As of the date of this report, no warrants have been exercised.
The fair value of these warrants was estimated at the date of the Company's
inception, April 29, 2010, which was also the date of the grant, using the
Black-Scholes Option Pricing Model with current value of the stock at $0.0001
(par value) since there is no market for the stock at the time; dividend yield
of 0%; risk-free interest rate of 2.49% (5 year Treasury Note rate at the issue
date); and expiration date of 3.69 years. Since the stock does not trade, and
since its par value is $0.0001, the fair value of the warrants came out to be
zero.
NOTE 8. COMMITMENT AND CONTIGENTCY
There is no commitment or contingency to disclose during the period ended
September 30, 2010.
NOTE 9. SUBSEQUENT EVENTS
There are no events subsequent to September 30, 2010 to report.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FORWARD-LOOKING STATEMENTS
The discussion contained herein contains "forward-looking statements" that
involve risk and uncertainties. These statements may be identified by the use of
terminology such as "believes," "expects," "may," "should" or anticipates" or
expressing this terminology negatively or similar expressions or by discussions
of strategy. The cautionary statements made in this Form 10-Q should be read as
being applicable to all related forward-looking statements wherever they appear
in this Form 10-Q. Our actual results could differ materially from those
discussed in this report.
BUSINESS AND PLAN OF OPERATION
E-Band Media, Inc. (the "Company"), was incorporated on April 29, 2010
under the laws of the State of Delaware. The Company was established as part of
the Chapter 11 reorganization of AP Corporate Services, Inc. ("AP"). Under AP's
Plan of Reorganization, as confirmed by the U.S. Bankruptcy Court for the
Central District of California, the Company was incorporated to: (1) receive and
own any interest which AP had in the development of an online medical
chat/advise website; and (2) issue shares of its common stock to AP's general
unsecured creditors, to its administrative creditors, and to its shareholders in
order to enhance their opportunity to recover from the bankruptcy estate.
E-Band Media, Inc. was organized to establish a medical advise website. We
planned to utilize nurses in the Philippines to provide answers to medical
questions posed by the sites users. Our objective was to develop a position as a
provider of Web based medical questions and answers. We subsequently determined
that other, better capitalized companies had established a foothold in this
market and that we would not be able to compete with them. We therefore
determined to seek a merger or acquisition with an operating business seeking
the benefits of being a reporting issuer. As of September 30, 2010 we had no
assets, no revenues, and no sales, and we should be considered a shell company
as that term is defined by the SEC.
RESULTS OF OPERATIONS
As noted above, the Company was recently organized and has realized no
sales or revenues. It has conducted no operations other than organization,
exploration of the online medical advise market, and preparation and filing of
its Form 10 and this Form 10-Q. Our president, Dean Konstantine, has agreed to
provide the funds necessary to maintain the Company, either as interest free
loans or capital contributions, provided he is the president of the Company at
the time such costs are incurred.
LIQUIDITY AND CAPITAL RESOURCES
1) Liquidity: The Company had no cash reserves and no other liquid assets
at September 30, 2010 and also had no cash reserves as of June 30, 2010. It is
anticipated that we will incur only nominal expenses during the early stages of
the implementation of our current business plan, which is to search for and
acquire via a reverse merger an operating business which seeks the benefits of
being a reporting issuer. Our two officers are unpaid and have agreed that they
will not accept any payment from the company. Further, our president has agreed
to fund the Company at its current, minimal needs level making capital
contributions or interest free loans to sustain it while it searches for a
suitable merger candidate. This is discussed further below under "Capital
Resources."
2) Capital Resources: As noted above, the Company's president, Dean
Konstantine, has agreed to fund the Company at its current, minimal needs level
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making capital contributions or interest free loans to sustain it while it
searches for a suitable merger candidate, provided he is president of the
Company at the time such costs are incurred. Apart from this commitment the
Company has no capital resources as of September 30, 2010.
GOING CONCERN
The accompanying financial statements are presented on a going concern
basis. The company's financial condition raises substantial doubt about the
Company's ability to continue as a going concern. The Company is in the
development stage and has not realized any revenues from operations.
OFF-BALANCE SHEET ARRANGEMENTS
The Company does not have any off-balance sheet arrangements.
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Our management team, under the supervision and with the participation of
our principal executive officer and our principal financial officer, evaluated
the effectiveness of the design and operation of our disclosure controls and
procedures as such term is defined under Rule 13a-15(e) promulgated under the
Exchange Act, as of the last day of the fiscal period covered by this report,
September 30, 2010. The term disclosure controls and procedures means our
controls and other procedures that are designed to ensure that information
required to be disclosed by us in the reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported, within the time
periods specified in the SEC's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by us in the reports that we
file or submit under the Exchange Act is accumulated and communicated to
management, including our principal executive and principal financial officer,
or persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure. Based on this evaluation, our principal
executive officer and our principal financial officer concluded that, as of
September 30, 2010, our disclosure controls and procedures were effective at a
reasonable assurance level.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There have been no changes in our internal control over financial reporting
during the period ended September 30, 2010 that materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 1A. RISK FACTORS
There have been no material changes to the risks to our business from those
described in our amended Form 10 as filed with the SEC on October 21, 2010.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The Company's first issuance of common stock, totaling 1,085,000 shares,
took place on April 29, 2010 pursuant to the Chapter 11 Plan of Reorganization
confirmed by the U.S. Bankruptcy Court in the matter of AP Corporate Services,
Inc. ("AP"). The Court ordered the distribution of 1,085,000 shares in E-Band
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Media, Inc. to all general unsecured creditors of AP, all administrative
creditors of AP, and all shareholders of AP. Also on April 29, 2010 the Company
issued 10,065,000 restricted shares of its common stock which were valued at par
value or $0.0001 per share.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
No. Description
--- -----------
31.1 Certification of Chief Executive Officer required by Rule 13a-14(a) or
Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer required by Rule 13a-14(a) or
Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. 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.
Date: November 11, 2010 E-BAND MEDIA, INC.
By: /s/ Dean Konstantine
-----------------------------------------
Dean Konstantine
President, CEO and Director
By: /s/ Josephine Resma
-----------------------------------------
Josephine Resma
CFO, Secretary, and Director
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