Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
FORM 10-Q/A
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2010
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 0-53574
MMAX Media, Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 20-4959207
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4600 Greenville Ave., Suite 240, Dallas, TX 75206
---------------------------------------------------
(Address of principal executive offices)(Zip Code)
Issuer's telephone number, including area code: (972) 719-0170
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, 2010, the registrant had issued and outstanding 10,036,554
shares of its $0.001 par value Common Stock, 195,000,000 common voting shares
authorized; and, 795,054 convertible and callable preferred issued and
outstanding, 5,000,000 preferred shares authorized.
Table of Contents
MMAX Media, Inc.
Index to Form 10-Q/A
For the Quarterly Period Ended June 30, 2010
Part I. Financial Information
Page
Item 1. Financial Statements
Condensed Balance Sheets 3
Condensed Statements of Operations 4
Condensed Statements of Cash Flows 5
Notes to the Condensed Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 15
Item 3. Quantitative and Qualitative Disclosures About Market Risk 24
Item 4. Controls and Procedures 25
Part II Other Information
Item 1. Legal Proceedings 27
Item 1A. Risk Factors 27
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 27
Item 3. Defaults Upon Senior Securities 27
Item 4. Submission of Matters to a Vote of Security Holders 27
Item 5. Other Information 27
Item 6. Exhibits 28
Signatures 29
2
Part I. Financial Information
Item 1. Financial Statements
MMAX MEDIA, INC.
(formerly Nevada Processing Solutions)
(A development stage company)
Condensed Balance Sheets
June 30,
2010 September 30,
(Unaudited) 2009
------------ ------------
ASSETS
Current Assets:
Cash $ 31,771 $ -
Prepaid expense 1,000 1,000
Prepaid stock compensation 190,901 -
------------ ------------
Total current assets 223,672 1,000
Other Assets:
Non-operating asset (Note 7) 1 -
Distribution license, net amortization
of $1,454 2,908 -
Prepaid stock compensation, non-current 111,359 -
------------ ------------
Total other assets 114,268 -
------------ ------------
TOTAL ASSETS $ 337,940 $ 1,000
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 5,268 $ 775
Accrued expense 2,000 -
------------ ------------
Total current liabilities 7,268 775
------------ ------------
Stockholders' equity:
Preferred stock, $0.001 par value, 5,000,000
shares authorized, 795,054 and 872,690
shares issued and outstanding as of 6/30/10
and 9/30/09, respectively 794 873
Common stock, $0.001 par value, 195,000,000
shares authorized, 10,036,554 and 3,375,000
issued and outstanding as of 6/30/10 and
9/30/09, respectively 10,037 3,375
Additional paid-in capital 2,730,037 733,768
Deficit accumulated during development stage (2,410,196) (737,791)
------------ ------------
Total stockholders' equity 330,672 225
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 337,940 $ 1,000
============ ============
The accompanying notes are an integral part of these financial statements.
3
MMAX MEDIA, INC.
(formerly Nevada Processing Solutions)
(A development stage company)
Condensed Statements of Operations
(Unaudited)
For the three For the nine Inception
months ending months ending (May 30, 2006)
June 30, June 30, to
-------------------- -------------------- June 30,
2010 2009 2010 2009 2010
--------- --------- --------- --------- ------------
REVENUE $ - $ - $ - $ - $ -
EXPENSES
Amortization 727 - 1,454 - 1,454
Consulting 397,710 - 461,344 - 461,344
General and
administrative 38,898 1,475 51,987 6,600 80,996
Professional fees 12,210 - 12,210 - 14,114
--------- --------- --------- --------- ------------
Total Expenses 449,545 1,475 526,995 6,600 557,908
--------- --------- --------- --------- ------------
Net operating loss $(449,545) $ (1,475) $(526,995) $ (6,600) $ (557,908)
--------- --------- --------- --------- ------------
OTHER EXPENSES
Beneficial Conversion
Feature of
Preferred stock - - - - (706,878)
Impairment loss - - (1,145,410) - (1,145,410)
--------- --------- --------- --------- ------------
NET LOSS $(449,545) $ (1,475) $(1,672,405) $ (6,600) $(2,410,196)
========= ========= ========== ========= ============
NET LOSS PER
SHARE - BASIC $ (0.05) $ (0.00) $ (0.25) $ (0.00)
========= ========= ========= ==========
WEIGHTED AVERAGE
NUMBER OF
COMMON SHARES
OUTSTANDING -
BASIC 9,641,576 3,375,000 6,716,799 3,375,000
========= ========= ========= =========
The accompanying notes are an integral part of these statements
4
MMAX MEDIA, INC.
(formerly Nevada Processing Solutions)
(A development stage company)
Condensed Statements of Cash Flows
(Unaudited)
For the nine Inception
months ending (May 30, 2006)
June 30, to
-------------------- June 30,
2010 2009 2010
---------- --------- ------------
OPERATING ACTIVITIES
Net loss $(1,672,405) $ (6,600) $(2,410,196)
Adjustments to reconcile
net loss to net cash
used by operating activities:
Stock-based expense 1,606,753 - 1,606,753
Beneficial interest on
Conversion - - 706,878
Amortization 1,454 - 1,454
Contributed services - - 10,000
Changes in operating assets
and liabilities:
(Increase) decrease in
prepaid expenses - (3,500) (1,000)
Increase in accounts payable 4,493 475 5,268
Increase in accrued expense 2,000 - 2,000
---------- --------- ------------
Cash used by operating activities (57,704) (9,625) (78,842)
FINANCING ACTIVITIES
Sale of common stock 63,000 - 68,850
Sale of preferred stock - - 873
Contributed capital 26,476 9,625 40,891
---------- --------- ------------
Cash provided by financing activities 89,476 9,625 110,614
---------- --------- ------------
NET CHANGE IN CASH 31,771 - 31,771
CASH AND CASH EQUIVALENTS -
BEGINNING OF PERIOD - - -
---------- --------- ------------
CASH AND CASH EQUIVALENTS -
END OF PERIOD $ 31,771 $ - $ 31,771
========== ========= ============
SUPPLEMENTAL DISCLOSURES:
Interest paid $ - $ - $ -
Income taxes paid $ - $ - $ -
Non-cash transactions
Prepaid stock Compensation $ 303,260 $ - $ 303,260
Distribution license $ 4,363 $ - $ 4,363
Non-operating assets $ 1 $ - $ 1
The accompanying notes are an integral part of these financial statements.
5
MMAX MEDIA, INC.
(formerly Nevada Processing Solutions)
(A development stage company)
Notes to the Condensed Financial Statements
June 30, 2010
(Unaudited)
NOTE 1 - CONDENSED FINANCIAL STATEMENTS
The accompanying condensed 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 June 30,
2010, 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
September 30, 2009 audited financial statements filed with its annual
report. The results of operations for the periods ended June 30, 2010
and 2009 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
June 30, 2010, the Company has not recognized any revenues and has
accumulated operating losses of approximately $2,410,196 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 for further development of the
Company's services, 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 relating to the recoverability and classification of
recorded asset amounts, or amounts and classification of liabilities that
might result from this uncertainty.
6
MMAX MEDIA, INC.
(formerly Nevada Processing Solutions)
(A development stage company)
Notes to the Condensed Financial Statements
June 30, 2010
(Unaudited)
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES
The relevant accounting policies are listed below.
Basis of Accounting
-------------------
The basis is United States generally accepted accounting principles.
Cash and Cash Equivalents
-------------------------
The Company considers all short-term investments with a maturity of three
months or less at the date of purchase to be cash equivalents.
Fair Value of Financial Instruments
-----------------------------------
The Company's cash and cash equivalents, short-term investments, accounts
receivable, accounts payable and accrued liabilities are considered financial
instruments whose carrying value approximates fair value based on their short
term nature.
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.
Revenue recognition
-------------------
The Company recognizes revenue on an accrual basis as it invoices for
services. Revenue is generally realized or realizable and earned when all of
the following criteria are met: 1) persuasive evidence of an arrangement
exists between the Company and the customer(s); 2) services have been
rendered; 3) the price to the customer is fixed or determinable; and 4)
collectability is reasonably assured.
7
MMAX MEDIA, INC.
(formerly Nevada Processing Solutions)
(A development stage company)
Notes to the Condensed Financial Statements
June 30, 2010
(Unaudited)
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Earnings per Share
------------------
The basic earnings (loss) per share is calculated by dividing the Company's
net income (loss) available to common shareholders by the weighted average
number of common shares during the year. The diluted earnings (loss) per
share is calculated by dividing the Company's net income (loss) available to
common shareholders by the diluted weighted average number of shares
outstanding during the year. The diluted weighted average number of shares
outstanding is the basic weighted number of shares adjusted as of the first
of the year for any potentially dilutive debt or equity.
The Company has not issued any options or warrants or similar securities
since inception.
Income Taxes
------------
The provision for income taxes is the total of the current taxes payable and
the net of the change in the deferred income taxes. Provision is made for
the deferred income taxes where differences exist between the period in which
transactions affect current taxable income and the period in which they enter
into the determination of net income in the financial statements.
Year-end
--------
The Company's fiscal year-end is September 30.
8
MMAX MEDIA, INC.
(formerly Nevada Processing Solutions)
(A development stage company)
Notes to the Condensed Financial Statements
June 30, 2010
(Unaudited)
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recent Accounting Pronouncements
--------------------------------
In January 2010, the FASB issued Accounting Standards Update 2010-01, "Equity
(Topic 505): Accounting for Distributions to Shareholders with Components of
Stock and Cash (A Consensus of the FASB Emerging Issues Task Force)". This
amendment to Topic 505 clarifies the stock portion of a distribution to
shareholders that allows them to elect to receive cash or stock with a limit
on the amount of cash that will be distributed is not a stock dividend for
purposes of applying Topics 505 and 260. This update is effective for
interim and annual periods ending on or after December 15, 2009, and would
be applied on a retrospective basis. The Company does not expect the
provisions of ASU 2010- 01 to have a material effect on the financial
position, results of operations or cash flows of the Company.
In January 2010, the FASB (Financial Accounting Standards Board) issued
Accounting Standards Update 2010-06 (ASU 2010-06), Fair Value Measurements
and Disclosures (Topic 820): Improving Disclosures about Fair Value
Measurements. This amendment to Topic 820 has improved disclosures about
fair value measurements on the basis of input received from the users of
financial statements. This is effective for interim and annual reporting
periods beginning after December 15, 2009, except for the disclosures about
purchases, sales, issuances, and settlements in the roll forward of activity
in Level 3 fair value measurements. Those disclosures are effective for
fiscal years beginning after December 15, 2010, and for interim periods
within those fiscal years. Early adoption is permitted. The Company does
not expect the provisions of ASU 2010-06 to have a material effect on the
financial position, results of operations or cash flows of the Company.
In February 2010, the FASB issued Accounting Standards Update 2010-09 (ASU
2010-09), Subsequent Events (Topic 855), amending guidance on subsequent
events to alleviate potential conflicts between FASB guidance and SEC
requirements. Under this amended guidance, SEC filers are no longer required
to disclose the date through which subsequent events have been evaluated in
originally issued and revised financial statements. This guidance was
effective immediately and we adopted these new requirements for the period
ended June 30, 2010. The adoption of this guidance did not have a material
impact on our financial statements.
9
MMAX MEDIA, INC.
(formerly Nevada Processing Solutions)
(A development stage company)
Notes to the Condensed Financial Statements
June 30, 2010
(Unaudited)
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recent Accounting Pronouncements (Continued)
--------------------------------------------
In April 2010, the FASB (Financial Accounting Standards Board) issued
Accounting Standards Update 2010-18 (ASU 2010-18), Receivables (Topic 310):
Effect of a Loan Modification When the Loan is Part of a Pool That Is
Accounted for as a Single Asset-a consensus of the FASB Emerging Task Force.
The amendments in this Update are effective for modifications of loans
accounted for within pools under Subtopic 310-30 occurring in the first
interim or annual period ending on or after July 15, 2010. The amendments
are to be applied prospectively. Early application is permitted. The Company
does not expect the provisions of ASU 2010-18 to have a material effect on
the financial position, results of operations or cash flows of the Company.
In April 2010, the FASB (Financial Accounting Standards Board) issued
Accounting Standards Update 2010-17 (ASU 2010-17), Revenue Recognition-
Milestone Method (Topic 605): Milestone Method of Revenue Recognition. The
amendments in this Update are effective on a prospective basis for milestones
achieved in fiscal years, and interim periods within those years, beginning
on or after June 15, 2010. Early adoption is permitted. If a vendor elects
early adoption and the period of adoption is not the beginning of the
entity's fiscal year, the entity should apply the amendments retrospectively
from the beginning of the year of adoption. The Company does not expect the
provisions of ASU 2010-17 to have a material effect on the financial
position, results of operations or cash flows of the Company.
In April 2010, the FASB (Financial Accounting Standards Board) issued
Accounting Standards Update 2010-15 (ASU 2010-15), Financial Services-
Insurance (Topic 944): How Investments held through Separate Accounts Affect
an Insurer's Consolidation Analysis of Those Investments-a consensus of the
FASB Emerging Issues Task Force. The amendments in this Update are effective
for fiscal years, and interim periods within those fiscal years, beginning
after December 15, 2010. Early adoption is permitted. The amendments in
this Update should be applied retrospectively to all prior periods upon the
date of adoption. The Company does not expect the provisions of ASU 2010-15
to have a material effect on the financial position, results of operations or
cash flows of the Company.
10
MMAX MEDIA, INC.
(formerly Nevada Processing Solutions)
(A development stage company)
Notes to the Condensed Financial Statements
June 30, 2010
(Unaudited)
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recent Accounting Pronouncements (Continued)
--------------------------------------------
In July 2010, the FASB (Financial Accounting Standards Board) issued
Accounting Standards Update 2010-20 (ASU 2010-20), Receivables (Topic 310):
Foreign Currency Issues: Disclosures about the Credit Quality of Financing
Receivables and the Allowance for Credit Losses. For public entities, the
disclosures as of the end of a reporting period are effective for interim and
annual reporting periods ending on or after December 15, 2010. The
disclosures about activity that occurs during a reporting period are
effecting for interim and annual reporting periods beginning on or after
December 15, 2010. The Company does not expect the provisions of ASU 2010-20
to have a material effect on the financial position, results of operations or
cash flows of the Company.
In May 2010, the FASB (Financial Accounting Standards Board) issued
Accounting Standards Update 2010-19 (ASU 2010-19), Foreign Currency (Topic
830): Foreign Currency Issues: Multiple Foreign Currency Exchange Rates. The
amendments in this Update are effective as of the announcement date of March
18, 2010. The Company does not expect the provisions of ASU 2010-19 to have a
material effect on the financial position, results of operations or cash
flows of the Company.
The company evaluated all of the other recent accounting pronouncements
through ASU 2010-19 and deemed that they were immaterial.
NOTE 4 - STOCKHOLDERS' EQUITY
The Company is authorized to issue up to 195,000,000 shares of common stock,
par value $0.001 and up to 5,000,000 preferred shares, par value $0.001.
On May 30, 2006 (inception), the Company issued 3,100,000 shares of its
$0.001 par value common stock for $3,100 at $0.001 per share.
On June 1, 2006, the Company issued 872,690 shares of its $0.001 par value
preferred stock for $8,727 at $0.01 per share.
Each share of the Convertible Preferred Stock can be exchanged for ten
(10) shares of Common Stock of the corporation. This Series A
preferred stock was issued with a beneficial conversion feature totaling
$706,878 measured as the difference between the $0.01 offering price of the
underlying common stock and the conversion benefit price of $0.10 per
share. This non-cash expense related to the beneficial conversion features
of those securities and is recorded with a corresponding credit to
paid-in-capital. If the preferred stock were to be converted into common
stock, the common stock would be increased by 7,854,210 to a total of
8,726,900 shares. These 8,726,900 shares would represent 72.1% of all
common stock outstanding.
11
MMAX MEDIA, INC.
(formerly Nevada Processing Solutions)
(A development stage company)
Notes to the Condensed Financial Statements
June 30, 2010
(Unaudited)
NOTE 4 - STOCKHOLDERS' EQUITY (Continued)
On June 30, 2008, the Company issued 275,000 shares of its $0.001
par value common stock for $2,750 at $0.01 per share.
In November 2009, an officer contributed cash of $975 to the Company
to pay for transfer agent fees.
In January 2010, an officer contributed cash of $3,000 to the Company
to pay for audit fees.
On February 1, 2010, the Company entered into agreements with 55
individuals for the issuance of a total of 3,272,598 shares of its
common stock, valued at $1,145,410, in exchange for a release of claims
and liability relating to the MMAX Assets which were concurrently assigned
to us by the legal owners of the assets. These shares were issued pursuant
to an exemption from registration under Section 4(2) and/or Rule 506 of
Regulation D.
On February 1, 2010, the Company entered into two Employment Agreements
with its President and Chief Executive Officer which required the Company
to issue a total of 2,181,724 shares, valued at $763,603, to its new
executives. These shares were issued pursuant to an exemption from
registration under Section 4(2) and/or Rule 506 of Regulation D. (see Note 8)
On February 1, 2010, the Company entered into a distribution license
agreement and agreed to issue 218,172 shares of its common Stock, valued
at $4,363, to Michael Wortsman, executive officer of HollywoodLaundromat.Com,
Inc., the Company's distributor. These shares were capitalized at their fair
market value and will be amortized over a eighteen month period. These shares
were issued pursuant to an exemption from registration under Section 4(2)
and/or Rule 506 of Regulation D.
On March 10, 2010, 33,418 preferred shares of stock were converted into
334,180 shares of common stock at a conversion rate of 10 to 1.
On March 10, 2010, a shareholder contributed $22,500 to the Company in
order to provide working capital.
On May 15, 2010, 44,488 preferred shares of stock were converted into
444,880 shares of common stock at a conversion rate of 10 to 1.
12
MMAX MEDIA, INC.
(formerly Nevada Processing Solutions)
(A development stage company)
Notes to the Condensed Financial Statements
June 30, 2010
(Unaudited)
NOTE 4 - STOCKHOLDERS' EQUITY (Continued)
On June 16, 2010 the Company sold 70,000 shares of its restricted common
stock and 140,000 shares of its registered free trading common stock for
cash of $63,000.
There were no other issuances of common or preferred stock or equivalents
since May 30, 2006 (inception) through June 30, 2010.
NOTE 5 - RELATED PARTY TRANSACTIONS
The Company does not lease or rent any property. Office services are
provided without charge by a director. Such costs are immaterial to the
financial statements and, accordingly, have not been reflected therein. The
officers and directors of the Company are involved in other business
activities and may, in the future, become involved in other business
opportunities. If a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company and their other
business interests. The Company has not formulated a policy for the
resolution of such conflicts.
NOTE 6 - 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.
13
MMAX MEDIA, INC.
(formerly Nevada Processing Solutions)
(A development stage company)
Notes to the Condensed Financial Statements
June 30, 2010
(Unaudited)
NOTE 7 NON-OPERATING ASSETS
On February 1, 2010, the Company entered into an assignment agreement with a
third party company ("Assignor") to acquire a video library of raw and edited
television programs and related intellectual property such as brands and
trademarks for the video content, collectively ("Acquired Assets"). The
Acquired Assets were acquired by the Assignor in a non-judicial foreclosure
process and then were improved by the Assignor through additional investment
and development, however, the acquired video library and television programs
still required additional post production work for commercial viability and
distribution. Concurrently the Company entered into a separate agreement
with Assignor for a release of claims and liability relating to the Acquired
Assets ("Release of Claims") in exchange for 3,272,598 shares of the
Company's common stock with a fair value of $1,145,410. The value of shares
totaling $1,145,410 issued for the Release of Claims is considered as part of
the overall acquisition cost of the Acquired Assets. Since the video library
and television programs of the Acquired Assets require additional capital to
complete the needed post production in order for such assets to be commercial
viable and distributable, the Company has deemed them as non-operational
assets, as reflected herein to these financial statements and has valued
these assets at $1. Consequently, the Company has written off the value of
shares totaling $1,145,410 issued for the Release of Claims on February 1,
2010 as an impairment charge.
NOTE 8 PREPAID EXPENSE
On February 1, 2010, the Company entered into two Employment Agreements with
its President and Chief Executive Officer which required the Company to issue
a total of 2,181,724 shares, valued at $763,603, to its new executives. For
the three and nine months ended June 30, 2010, the Company had expensed
$397,710 and 461,343, respectively, as Consulting expense with the remaining
$302,260 recorded as current prepaid stock compensation expense of $190,901
and non-current prepaid stock compensation of $111,359 as of June 30, 2010.
As a result of the resignation of Larry Biggs, CEO, on April 30, 2010, the
Company expensed $349,985 to write off the remaining prepaid balance
attributed to the former CEO.
Prepaid travel expenses are also included as a prepaid expense. This
prepaid expense is expected to be expensed during the subsequent quarter.
14
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 on Form 10-K for the fiscal year ended September 30, 2009.
15
Results of Operations
---------------------
Overview of Current Operations
------------------------------
MMAX Media, Inc. ("the Company") was formed on May 30, 2006 as Nevada
Processing Solutions. On February 1, 2010, the Company entered into an
assignment agreement that assigned to the Company all contractual rights
previously held by three entities, one of which is a shareholder, relating
to a television "Distribution Agreement" with HollywoodLaundromat.Com, Inc.,
a California corporation. At the time of the assignment to the Company, the
contract had not been completed and no payments or other monetary benefit
had been received by any party, thus the contract is deemed a contingent or
prospective right to benefit from the future commercialization of the MMAX
Assets and not based on any ongoing or current business operations. The
Distribution Agreement grants distribution rights to all of the Company's
television series and video assets to HollywoodLaundromat.Com, Inc. The
terms of the Distribution Agreement require the distributor,
HollywoodLaundromat.Com, Inc., to pay a variable percentage of all
proceeds derived from television syndication of the Company's video
assets, based on the market and language of the programming. Currently,
our distributor has secured distribution of 39 episodes (three seasons)
of the MMAX Fights one hour television series on a limited basis in Puerto
Rico which is scheduled to commence this month.
There is no guaranty that all of the episodes will air because the
television network has reserved the right to terminate the syndication
agreement subject to its own discretion. The Company's distributor has
entered into a revenue sharing arrangement with a network station, which
means that our revenue derived from syndication of the MMAX Fights
television series, if any, will be based on a percentage of the revenue
generated by the television network which will air our content. Thus,
because the contract has not commenced and has not produced any revenues,
we do not have any basis upon which to make a revenue projection and the
Company does not have a contractually committed sum or payment due from
its distributor. We anticipate that the Company's distributor will seek
additional markets for our MMAX Fights series and the Campeon Mmaximo
reality program.
16
Business Strategy
-----------------
On February 1, 2010, the Company changed its business plan based on the
acquisition of a video library of raw and edited television programs and
related intellectual property such as brands and trademarks for the video
content. The intellectual property assets were acquired with the intent to
change our business plan and operate as a media production and distribution
company with our main production emphasis being Spanish language mixed
martial arts event promotion and television programming. The new business
model adopted by the Company, with the intended commercialization of the
acquired television programming and related intellectual property rights,
is to promote live mixed martial arts combat events throughout Latin
America and primarily in Mexico, with fighters being drawn from Spanish
speaking countries, including the United States. Similar to the business
model of the UFC (Ultimate Fighting Championship) and its related television
reality program, TUF (The Ultimate Fighter), we intend to promote live
events and develop a comprehensive video catalog of filmed events which
are then edited and produced into television programming for consumption by
Spanish speaking television networks throughout the Spanish speaking world.
Included in the assets being acquired is a reality program filmed in
Cuernavaca, Mexico in March, 2009. The reality program, entitled "Campeon
Mmaximo" or "Mmaximum Champion" in English, requires post-production
completion and awaits the final event, which we intend to film as a live
championship event in Mexico, some time in 2010. Also included in the video
assets is video footage and content for 39 one hour television episodes
(three seasons of programming) under the title "MMAX Fights" which is an
edited program based on over a dozen live MMA events filmed in various
cities in Mexico, all in Spanish and featuring Latin American fighters and
former UFC competitors.
17
Plan of Operations
------------------
Management does not believe that the Company will be able to generate any
significant profit during the coming year. The Company's need for capital
may change dramatically if it can generate 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.
Management believes the Company can sustain itself for the next twelve
months. However, there can be no assurances to that effect. The Company
will require additional funds; the Company will have to seek loans or
equity placements to cover such cash needs. There is no assurance
additional capital will be available to the Company on acceptable terms.
18
Results of Operations for the three and nine months ended June 30, 2010
-----------------------------------------------------------------------
MMAX Media, Inc. earned no revenues since its inception on May 30, 2006
through June 30, 2010. Management does not anticipate earning any
significant revenues until such time as the Company's business plan becomes
fully operational. MMAX Media, Inc. is presently in the development stage
of its business and management can provide no assurances that the Company
will be successful in developing its business.
For the period inception through June 30, 2010, MMAX Media, Inc. generated
no income and has experienced a net loss of $(2,410,196). This loss was
attributed to settlement fees of $1,145,410, as well as the beneficial
conversion feature of our preferred stock of $706,878. The bulk of the
Company's expenses since inception dealt with keeping the Company fully
reporting. Management anticipates the Company's operating expenses will
increase as the Company begins its operations.
For the three months ending June 30, 2010, MMAX Media, Inc. experienced a
net loss of $(449,545) as compared to a net loss of $(1,475) for the same
period last year. For the nine months ending June 30, 2010,
MMAX Media, Inc. experienced a net loss of $(1,672,405) or $(0.25) per
share as compared to a net loss of $(6,600) or $(0.00) per share for the
same period last year. Most of the professional fees since the Company's
inception consist of legal, consulting and audit fees. The Company had cash
on hand of $31,771, current prepaid expenses of $190,901 and long term
prepaid expenses of $111,359 at June 30, 2010. As of June 30, 2010, the
company had $7,268 in current liabilities. In the September 30, 2009
year-end financials the Company's auditor issued an opinion that MMAX Media,
Inc.'s financial condition raises substantial doubt about the Company's
ability to continue as a going concern.
Revenues
--------
The Company generated no revenues for the period from inception (May 30,
2006) through June 30, 2010. Management does not anticipate generating any
revenues for at least the next year.
Going Concern
-------------
Our independent auditors included an explanatory paragraph in their report
regarding concerns about our ability to continue as a going concern. Our
financial statements contain additional note disclosures describing the
circumstances that lead to this disclosure by our independent auditors.
19
Summary of any product research and development that we will perform for the
term of our plan of operation.
-----------------------------------------------------------------------------
MMAX Media, Inc. does not anticipate performing any additional significant
product research and development under its current plan of operation.
Expected purchase or sale of plant and significant equipment.
-------------------------------------------------------------
MMAX Media, Inc. does not anticipate the purchase or sale of any plant or
significant equipment; as such items are not required by the Company at this
time.
Significant changes in the number of employees.
-----------------------------------------------
As of June 30, 2010, the Company does not have any employees. The Company
is dependent upon its sole officer and a director for the Company's future
business development. As the Company's operations expand, management
anticipates the need to hire additional employees, consultants and
professionals; however, the exact number is not quantifiable at this time.
Liquidity and Capital Resources
-------------------------------
The Company's balance sheet as of June 30, 2010 reflects cash on hand of
$31,771 and a current assets of $223,672 and $7,268 in current liabilities.
Cash and cash equivalents from inception to date have been sufficient to
provide the operating capital necessary to operate to date. Since the
Company has no cash reserves, management 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 the funds donated.
During the period from inception to June 30, 2010, proceeds were received
from the sale of common stock and preferred stock in connection with various
private placements. At the time of incorporation, we issued 872,690
non-voting Callable and Convertible Preferred shares. We filed with the
Nevada Secretary of State the designation that "These Series A Preferred
shares shall be designated as 'Callable and Convertible Preferred Stock.'"
The corporation has the right to call for and purchase these shares at any
time, within twelve months of issue, either at par value or at a slight
premium above par value, or if corporation should designate that these
shares are deemed not callable, the holders of these non-voting Series A
Preferred Shares shall have the right to cause the corporation to redeem
shares for Common Stock at any time. Each holder of the non voting Series A
Callable and Convertible Preferred Stock shall have the right to convert all
or any portion of such shares as such holder desires to convert, into shares
of the Common Stock of the corporation, as follows: each share of Series A
Convertible Preferred Stock can be exchanged for ten (10) shares of Common
Stock of the corporation."
20
Through a Board Resolution, it was resolved that we shall not call nor redeem
our Series A non-voting Callable and Convertible Preferred shares. The
shareholders of the Series A Preferred shares will be permitted to convert
each Series A Preferred share owned for ten common shares, at their
sole discretion. The conversion of 872,690 Series A Preferred Shares
converts into 8,726,900 registered common shares.
A critical component of our operating plan impacting our continued existence
is the ability to obtain additional capital through additional equity and/or
debt financing. We do not anticipate generating sufficient positive internal
operating cash flow until such time as we can deliver our product to market,
complete additional financial service company acquisitions and generate
substantial revenues, which may take the next few years to fully realize.
In the event we cannot obtain the necessary capital to pursue our strategic
plan, we may have to cease or significantly curtail our operations. This
would materially impact our ability to continue operations.
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.
No assurances can be given that any necessary financing can be obtained on
terms favorable to the Company, or at all.
As a result of the Company's current limited available cash, no officer or
director received cash compensation through the quarter ended June 30, 2010.
Future Financing
----------------
Management anticipates continuing to rely on equity sales of its common
shares in order to continue to fund its business operations. Issuances of
additional shares will result in dilution to our existing shareholders.
There are no assurances that the Company will achieve any sales of its
equity securities or arrange for debt or other financing to fund its
business plan.
The Company seeks to raise a $100,000 in an offering of its common stock. In
the event the Company is unable to raise $100,000, the Company may be unable
to conduct any operations and may consequently go out of business. There are
no formal or informal agreements to attain such financing and management
cannot make any assurances that any financing can be obtained. If management
is unable to raise these funds, the Company will not be able to implement any
of its proposed business activities and may be forced to cease operations.
21
Management has been seeking funding from a number of sources, but has only
been able to raise $63,000 through the sale of the Company's common stock.
Management cannot be certain in securing further 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 various sources of financing. If we are unable to
raise these funds, we will not be able to implement any of our proposed
business activities and may be forced to cease operations.
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 service sales once all of the
following criteria for revenue recognition have been met: persuasive 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 reasonably assured.
New Accounting Standards
------------------------
In January 2010, the FASB issued Accounting Standards Update 2010-01, "Equity
(Topic 505): Accounting for Distributions to Shareholders with Components of
Stock and Cash (A Consensus of the FASB Emerging Issues Task Force)". This
amendment to Topic 505 clarifies the stock portion of a distribution to
shareholders that allows them to elect to receive cash or stock with a limit
on the amount of cash that will be distributed is not a stock dividend for
purposes of applying Topics 505 and 260. This update is effective for
interim and annual periods ending on or after December 15, 2009, and would
be applied on a retrospective basis. The Company does not expect the
provisions of ASU 2010- 01 to have a material effect on the financial
position, results of operations or cash flows of the Company.
22
In January 2010, the FASB (Financial Accounting Standards Board) issued
Accounting Standards Update 2010-06 (ASU 2010-06), Fair Value Measurements
and Disclosures (Topic 820): Improving Disclosures about Fair Value
Measurements. This amendment to Topic 820 has improved disclosures about
fair value measurements on the basis of input received from the users of
financial statements. This is effective for interim and annual reporting
periods beginning after December 15, 2009, except for the disclosures about
purchases, sales, issuances, and settlements in the roll forward of activity
in Level 3 fair value measurements. Those disclosures are effective for
fiscal years beginning after December 15, 2010, and for interim periods
within those fiscal years. Early adoption is permitted. The Company does
not expect the provisions of ASU 2010-06 to have a material effect on the
financial position, results of operations or cash flows of the Company.
In February 2010, the FASB issued Accounting Standards Update 2010-09 (ASU
2010-09), Subsequent Events (Topic 855), amending guidance on subsequent
events to alleviate potential conflicts between FASB guidance and SEC
requirements. Under this amended guidance, SEC filers are no longer required
to disclose the date through which subsequent events have been evaluated in
originally issued and revised financial statements. This guidance was
effective immediately and we adopted these new requirements for the period
ended June 30, 2010. The adoption of this guidance did not have a material
impact on our financial statements.
In April 2010, the FASB (Financial Accounting Standards Board) issued
Accounting Standards Update 2010-18 (ASU 2010-18), Receivables (Topic 310):
Effect of a Loan Modification When the Loan is Part of a Pool That Is
Accounted for as a Single Asset-a consensus of the FASB Emerging Task Force.
The amendments in this Update are effective for modifications of loans
accounted for within pools under Subtopic 310-30 occurring in the first
interim or annual period ending on or after July 15, 2010. The amendments
are to be applied prospectively. Early application is permitted. The Company
does not expect the provisions of ASU 2010-18 to have a material effect on
the financial position, results of operations or cash flows of the Company.
23
In April 2010, the FASB (Financial Accounting Standards Board) issued
Accounting Standards Update 2010-17 (ASU 2010-17), Revenue Recognition-
Milestone Method (Topic 605): Milestone Method of Revenue Recognition. The
amendments in this Update are effective on a prospective basis for milestones
achieved in fiscal years, and interim periods within those years, beginning
on or after June 15, 2010. Early adoption is permitted. If a vendor elects
early adoption and the period of adoption is not the beginning of the
entity's fiscal year, the entity should apply the amendments retrospectively
from the beginning of the year of adoption. The Company does not expect the
provisions of ASU 2010-17 to have a material effect on the financial
position, results of operations or cash flows of the Company.
In April 2010, the FASB (Financial Accounting Standards Board) issued
Accounting Standards Update 2010-15 (ASU 2010-15), Financial Services-
Insurance (Topic 944): How Investments held through Separate Accounts Affect
an Insurer's Consolidation Analysis of Those Investments-a consensus of the
FASB Emerging Issues Task Force. The amendments in this Update are effective
for fiscal years, and interim periods within those fiscal years, beginning
after December 15, 2010. Early adoption is permitted. The amendments in
this Update should be applied retrospectively to all prior periods upon the
date of adoption. The Company does not expect the provisions of ASU 2010-15
to have a material effect on the financial position, results of operations or
cash flows of the Company.
In July 2010, the FASB (Financial Accounting Standards Board) issued
Accounting Standards Update 2010-20 (ASU 2010-20), Receivables (Topic 310):
Foreign Currency Issues: Disclosures about the Credit Quality of Financing
Receivables and the Allowance for Credit Losses. For public entities, the
disclosures as of the end of a reporting period are effective for interim and
annual reporting periods ending on or after December 15, 2010. The
disclosures about activity that occurs during a reporting period are
effecting for interim and annual reporting periods beginning on or after
December 15, 2010. The Company does not expect the provisions of ASU 2010-20
to have a material effect on the financial position, results of operations or
cash flows of the Company.
In May 2010, the FASB (Financial Accounting Standards Board) issued
Accounting Standards Update 2010-19 (ASU 2010-19), Foreign Currency (Topic
830): Foreign Currency Issues: Multiple Foreign Currency Exchange Rates. The
amendments in this Update are effective as of the announcement date of March
18, 2010. The Company does not expect the provisions of ASU 2010-19 to have a
material effect on the financial position, results of operations or cash
flows of the Company.
The company evaluated all of the other recent accounting pronouncements
through ASU 2010-19 and deemed that they were immaterial.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Not applicable.
24
Item 4T. Controls and Procedures
Evaluation of Internal Controls and Procedures
----------------------------------------------
MMAX Media, Inc. 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, MMAX Media, Inc. has
carried out an evaluation, under the supervision and with the participation
of its management, including its Chief Executive Officer who also serves as
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 preparation of the financial statements in
accordance with U. S. generally accepted accounting principles.
Management's Report on Internal Control over Financial Reporting
----------------------------------------------------------------
The evaluation examined those disclosure controls and procedures as of
June 30, 2010, the end of the period covered by this report. Based on
that evaluation, management 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 June 30, 2010.
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.
25
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.
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.
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.
26
PART II. OTHER INFORMATION
Item 1 -- Legal Proceedings
From time to time, the Company 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.
MMAX Media, Inc. is not presently a party to any material litigation, nor to
the knowledge of management is any litigation threatened against the Company,
which may materially affect the Company.
Item 1A - Risk Factors
See Risk Factors set forth in Part I, Item 1A of the Company's Annual Report
on Form 10-K for the fiscal year ended September 30, 2009 and the discussion
in Item 1, above, under "Financial Condition - Liquidity and Capital
resources.
Item 2 -- Unregistered Sales of Equity Securities and Use of Proceeds
On June 16, 2010 the Company sold 70,000 unregistered restricted shares of
its common stock and 140,000 registered shares of common stock for cash of
$63,000 pursuant to a Regulation D, Rule 506 private placement offering.
Item 3 -- Defaults Upon Senior Securities
None.
Item 4 -- Submission of Matters to a Vote of Security Holders
None.
Item 5 -- Other Information
None.
27
Item 6 -- Exhibits
Incorporated by reference
-------------------------
Filed Period Filing
Exhibit Exhibit Description herewith Form ending Exhibit date
-----------------------------------------------------------------------------
3.1 Articles of Incorporation, S-1 9/30/08 3.1 11/04/08
dated May 30, 2006
-----------------------------------------------------------------------------
3.2 Bylaws dated May 31, 2006 S-1 9/30/08 3.2 11/04/08
as currently in effect
-----------------------------------------------------------------------------
3.3 Amended Articles of Incorporation S-1 9/30/08 3.3 11/04/08
dated February 23, 2007
as currently in effect
-----------------------------------------------------------------------------
3.4 Articles/Designation dated S-1 9/30/08 3.4 11/04/08
April 29, 2008 as currently
in effect
-----------------------------------------------------------------------------
10.1 Preferred share lock-up 10-Q 3/31/09 10.1 4/21/09
agreement dated Apr. 1, 2009
-----------------------------------------------------------------------------
10.2 First Amendment to Stock Lock-up 8-K 4/19/10 10.2 4/26/10
Agreement, dated April 19, 2010
-----------------------------------------------------------------------------
31.1 Certification of President X
and Principal Financial
Officer, pursuant to Section
302 of the Sarbanes-Oxley
Act
-----------------------------------------------------------------------------
32.1 Certification of President X
and Principal Financial
Officer, pursuant to Section
906 of the Sarbanes-Oxley
Act
-----------------------------------------------------------------------------
28
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.
MMAX Media, Inc.
---------------------------
Registrant
Date: December 2, 2010 By: /s/ Tommy Habeeb
---------------- ----------------------
Tommy Habeeb
Chief Executive Officer,
Chief Financial Officer
and Director
29
