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EX-32 - CERTIFICATION - NEW MEDIA INSIGHT GROUP, INC. | exhibit32nmig103110.htm |
EX-31 - CERTIFICATION - NEW MEDIA INSIGHT GROUP, INC. | nmigcertificationsoct312010.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 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: 333-168193
New Media Insight Group, Inc. | ||
(Exact name of registrant as specified in its charter) | ||
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Nevada |
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27-2235001 |
(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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PO Box 4132 Kailua-Kona, HI 96745-4132 | ||
(Address of principal executive offices) | ||
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(808) 315-6666 | ||
(Registrants telephone number, including area code) | ||
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68 North Kaniku Drive, Suite 1205 Kamuela, HI 96734 (808) 639-3333 | ||
(Former name, former address and former fiscal year, if changed since last report) |
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 [] No [X] *Registrants has not been subject to such filing requirements for 90 days as of the date of filing this Quarterly Report.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act (Check one).
Large accelerated filer [ ] |
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Accelerated filer [ ] |
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Non-accelerated filer [ ] |
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Smaller reporting company [X] |
(Do not check if a smaller reporting company) |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X ]
As of November 30, 2010, there were 3,375,000 shares of the issuers common stock, par value $0.001, outstanding.
NEW MEDIA INSIGHT GROUP, INC.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 2010
TABLE OF CONTENTS
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PAGE |
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PART I - FINANCIAL INFORMATION |
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Item 1. |
Financial Statements (Unaudited) |
3 |
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Item 2. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
13 |
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Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
15 |
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Item 4T. |
Controls and Procedures |
15 |
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PART II - OTHER INFORMATION |
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Item 1. |
Legal Proceedings |
15 |
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Item 1A. |
Risk Factors |
16 |
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Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
16 |
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Item 3. |
Defaults Upon Senior Securities |
16 |
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Item 4. |
(Removed and Reserved) |
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Item 5. |
Other Information |
16 |
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Item 6. |
Exhibits |
16 |
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SIGNATURES |
17 |
2
PART I FINANCIAL INFORMATION
ITEM 1.
FINANCIAL STATEMENTS
The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's Form S-1/A filed with the SEC on September 27, 2010. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year.
INDEX TO INTERIM FINANCIAL STATEMENTS
FOR THE PERIOD FROM MARCH 29, 2010 (INCEPTION) TO OCTOBER 31, 2010
Page
Balance Sheets as of October 31, 2010 (unaudited) and April 30, 2010
4
Interim Statements of Operations for the three and six months ended
October 31, 2010 (unaudited) and for the period from March 29, 2010
(Inception) to October 31, 2010 (unaudited)
5
Interim Statement of Changes in Stockholders Equity for the period beginning
March 29, 2010 (Inception) to October 31, 2010 (unaudited)
6
Interim Statements of Cash Flows for the six months ended October 31, 2010 (unaudited)
and cumulative from March 29, 2010 (Inception) to October 31, 2010 (unaudited)
7
Notes to Interim Financial Statements (unaudited)
8
3
New Media Insight Group, Inc. (A Development Stage Company) |
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Balance Sheets |
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As of |
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As of |
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October 31, |
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April 30, |
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2010 |
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2010 |
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(Unaudited) |
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ASSETS |
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Current Assets |
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Cash |
$ |
12,356 |
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- |
Prepaid legal fees |
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- |
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3,515 |
Total Current Assets |
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12,356 |
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3,515 |
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TOTAL ASSETS |
$ |
12,356 |
$ |
3,515 |
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LIABILITIES AND STOCKHOLDERS EQUTIY |
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LIABILITIES |
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Current Liabilities |
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Accounts payable and accrued liabilities |
$ |
1,645 |
$ |
- |
Due to shareholder (note 5) |
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- |
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359 |
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TOTAL LIABILITIES |
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1,645 |
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359 |
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STOCKHOLDERS EQUITY (note 3) |
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Preferred stock, par value $0.001, 25,000,000 shares |
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authorized, none issued and outstanding |
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- |
Common Stock, par value $0.001, 100,000,000 shares authorized, |
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2,362,500 (April 30 - 1,000,000) shares issued and outstanding |
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2,362 |
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1,000 |
Additional paid-in capital |
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22,138 |
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4,000 |
Deficit accumulated during the development stage |
(13,789) |
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(1,844) | |
Total Stockholders Equity |
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10,711 |
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3,156 |
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TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |
$ |
12,356 |
$ |
3,515 |
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The accompanying notes are an integral part of these financial statements
4
New Media Insight Group, Inc. (A Development Stage Company) |
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Interim Statements of Operations |
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(Unaudited) |
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Cumulative | |||
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Three Months |
Six Months |
From Inception | |||
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Ended |
Ended |
(March 29, 2010) to | |||
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October 31, |
October 31, |
October 31, | |||
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2010 |
2010 |
2010 | |||
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REVENUES: |
$ |
- |
$ |
- |
$ |
- |
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OPERATING EXPENSES: |
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General and administrative |
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- |
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17 |
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51 |
Professional fees |
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4,928 |
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11,928 |
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13,738 |
Total Operating Expenses |
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4,928 |
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11,945 |
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13,789 |
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OTHER INCOME AND EXPENSE |
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- |
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- |
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- |
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NET LOSS APPLICABLE TO COMMON SHARES |
$ |
(4,928) |
$ |
(11,945) |
$ |
(13,789) |
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Basic and Diluted Loss per Common Share |
$ |
(0.00) |
$ |
(0.01) |
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Weighted Average Number of Common Shares Outstanding |
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2,362,500 |
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2,210,314 |
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The accompanying notes are an integral part of these financial statements.
5
New Media Insight Group, Inc. (A Development Stage Company) |
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Interim Statement of Changes in Stockholders Equity | |
For the Period Beginning March 29, 2010 (Inception) to October 31, 2010 |
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Common Shares |
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Additional Paid-In |
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Deficit Accumulated During the Development |
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Total Stockholders | ||
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Shares |
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Amount |
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Capital |
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Stage |
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Equity |
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Balance- March 29, 2010 (Inception) |
- |
$ |
- |
$ |
- |
$ |
- |
$ |
- |
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Common shares issued for cash at |
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$0.005 per share, March 29, 2010 |
1,000,000 |
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1,000 |
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4,000 |
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- |
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5,000 |
Loss for the period |
- |
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- |
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- |
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(1,844) |
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(1,844) |
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Balance April 30, 2010 |
1,000,000 |
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1,000 |
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4,000 |
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(1,844) |
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3,156 |
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Common shares issued for cash at |
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$0.005 per share, May 10, 2010 |
1,000,000 |
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1,000 |
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4,000 |
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- |
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5,000 |
Common shares issued for cash at |
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$0.04 per share, June 22, 2010 |
362,500 |
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362 |
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14,138 |
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- |
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14,500 |
Loss for the period (unaudited) |
- |
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- |
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- |
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(11,945) |
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(11,945) |
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Balance October 31, 2010 (unaudited) |
2,362,500 |
$ |
2,362 |
$ |
22,138 |
$ |
(13,789) |
$ |
10,711 |
The accompanying notes are an integral part of these financial statements.
6
New Media Insight Group, Inc. (A Development Stage Company) |
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Interim Statements of Cash Flows | |
(Unaudited) |
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Cumulative | ||
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Six Months |
From Inception | ||
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Ended |
(March 29, 2010) to | ||
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October 31, |
October 31, | ||
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2010 |
2010 | ||
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net loss for the period |
$ |
(11,945) |
$ |
(13,789) |
Adjustments to reconcile net loss to net cash used in operations: |
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Changes in operating assets and Liabilities: |
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(Increase) decrease in prepaid legal fees |
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3,515 |
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- |
Increase (decrease) in accounts payable and accrued liabilities |
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1,645 |
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1,645 |
Net cash used in operating activities |
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(6,785) |
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(12,144) |
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CASH FLOWS FROM INVESTING ACTIVITIES |
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Net cash provided by (used in) investing activities |
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- |
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- |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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Advance from (payment to) related party |
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(359) |
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- |
Issuance of common stock for cash |
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19,500 |
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24,500 |
Net cash provided by financing activities |
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19,141 |
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24,500 |
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Net increase in cash and cash equivalents |
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12,356 |
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12,356 |
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Cash and cash equivalents - beginning of period |
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- |
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- |
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Cash and cash equivalents - end of period |
$ |
12,356 |
$ |
12,356 |
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Supplemental Cash Flow Disclosure: |
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Cash paid for interest |
$ |
- |
$ |
- |
Cash paid for income taxes |
$ |
- |
$ |
- |
The accompanying notes are an integral part of these financials.
7
New Media Insight Group, Inc. (A Development Stage Company) |
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Notes to Interim Financial Statements |
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October 31, 2010 | |
(Unaudited) |
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NOTE 1 -
ORGANIZATION AND DESCRIPTION OF BUSINESS
New Media Insight Group, Inc. (the Company) was incorporated on March 29, 2010 in the State of Nevada, U.S.A. The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America, and the Companys fiscal year end is April 30.
The Company is a developmental stage company and plans to operate as an internet marketing business providing clients with the latest in new media advertising solutions. We will specialize in developing client websites using a Wordpress platform that maximizes search engine optimization (SEO) results, as well as incorporating a selection of social media (Twitter, Facebook, Linked-in) tools to create highly specialized internet marketing campaigns. The Companys activities have been limited to its formation and the raising of equity capital.
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 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 amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Companys periodic filings with the Securities and Exchange Commission include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company.
Cash and Cash Equivalents
Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had $12,356 and $0 in cash and cash equivalents at October 31, 2010 and April 30, 2010, respectively.
Start-Up Costs
In accordance with FASC 720-15-20, Start-up Costs, the Company expenses all costs incurred in connection with the start-up and organization of the Company.
Net Income or (Loss) Per Share of Common Stock
The Company has adopted FASC Topic No. 260-10-20, Earnings per Share, (EPS) which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.
8
New Media Insight Group, Inc. (A Development Stage Company) |
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Notes to Interim Financial Statements |
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October 31, 2010 | |
(Unaudited) |
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NOTE 2 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Net Income or (Loss) Per Share of Common Stock (continued)
The following table sets forth the computation of basic and diluted earnings per share:
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Three Months |
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Six Months |
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Ended |
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Ended |
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October 31, |
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October 31, |
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2010 |
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2010 |
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Net loss applicable to Common Shares |
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$ |
(4,928) |
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$ |
(11,945) |
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Weighted average common shares |
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outstanding (Basic) |
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2,362,500 |
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2,210,314 |
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Options |
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- |
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- |
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Warrants |
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- |
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- |
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Weighted average common shares |
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outstanding (Diluted) |
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2,362,500 |
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2,210,314 |
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Net loss per share (Basic and Diluted) |
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$ |
(0.00) |
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$ |
(0.01) |
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The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.
Concentrations of Credit Risk
The Companys financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables it will likely incur in the near future. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Companys management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.
Revenue Recognition
The Company recognizes revenue from the sale of products and services in accordance with FASC Topic No. 605, Revenue Recognition. Revenue will consist of internet sales income and will be recognized only when all of the following criteria have been met:
i)
Persuasive evidence for an agreement exists;
ii)
Delivery has occurred;
iii)
The fee is fixed or determinable; and
iv)
Revenue is reasonably assured.
9
New Media Insight Group, Inc. (A Development Stage Company) |
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Notes to Interim Financial Statements |
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October 31, 2010 | |
(Unaudited) |
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NOTE 2 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Recent Accounting Pronouncements
In June 2009, the FASB established the Accounting Standards Codification (Codification or ASC) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States (GAAP). Rules and interpretive releases of the Securities and Exchange Commission (SEC) issued under authority of federal securities laws are also sources of GAAP for SEC registrants. Existing GAAP was not intended to be changed as a result of the Codification, and accordingly the change did not impact our financial statements. The ASC does change the way the guidance is organized and presented.
Statement of Financial Accounting Standards (SFAS) No. 165 (ASC Topic 855), Subsequent Events, SFAS No. 166 (ASC Topic 810), Accounting for Transfers of Financial Assets-an Amendment of FASB Statement No. 140, SFAS No. 167 (ASC Topic 810), Amendments to FASB Interpretation No. 46(R), and SFAS No. 168 (ASC Topic 105), The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles- a replacement of FASB Statement No. 162 were recently issued. SFAS No. 165, 166, 167, and 168 have no current applicability to the Company or their effect on the financial statements would not have been significant.
Accounting Standards Update (ASU) ASU No. 2009-05 (ASC Topic 820), which amends Fair Value Measurements and Disclosures Overall, ASU No. 2010-19 (ASC Topic 605), Multiple Deliverable Revenue Arrangements, ASU No. 2009-14 (ASC Topic 985), Certain Revenue Arrangements that include Software Elements, and various other ASUs No. 2009-2 through ASU No. 2010-26 which contain technical corrections to existing guidance or affect guidance to specialized industries or entities were recently issued. These updates have no current applicability to the Company or their effect on the financial statements would not have been significant.
NOTE 3 - CAPITAL STOCK
Authorized Stock
The Company has authorized 100,000,000 common shares and 25,000,000 preferred shares, both with a par value of $0.001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.
Share Issuance
Since inception (March 29, 2010), the Company has issued 2,000,000 common shares at $0.005 per share for $10,000 in cash, and 362,500 common shares at $0.04 per share for $14,500 in cash, for total proceeds of $24,500, being $2,362 for par value shares and $22,138 for capital in excess of par value. There were 2,362,500 common shares issued and outstanding at October 31, 2010.
There are no preferred shares outstanding. The Company has issued no authorized preferred shares. The Company has no stock option plan, warrants or other dilutive securities.
10
New Media Insight Group, Inc. (A Development Stage Company) |
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Notes to Interim Financial Statements |
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October 31, 2010 | |
(Unaudited) |
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NOTE 4 -
PROVISION FOR INCOME TAXES
The Company recognizes the tax effects of transactions in the year in which such transactions enter into the determination of net income, regardless of when reported for tax purposes. Deferred taxes are provided in the financial statements under FASC 740-10-25 to give effect to the resulting temporary differences which may arise from differences in the bases of fixed assets, depreciation methods, allowances, and start-up costs based on the income taxes expected to be payable in future years. Minimal development stage deferred tax assets arising as a result of development stage cost carryforwards have been offset completely by a valuation allowance due to the uncertainty of their utilization in future periods. Development stage cost carryforwards generated during the period from March 29, 2010 (date of inception) through October 31, 2010 of $13,789 will be amortized, for tax purposes, in future periods. Accordingly, deferred tax assets of approximately $4,800 were offset by the valuation allowance.
The Company follows the provisions of uncertain tax positions as addressed in FASC 740-10-65-1. The Company recognized approximately no increase in the liability for unrecognized tax benefits.
The Company has no tax position at October 31, 2010 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the periods presented. The Company had no accruals for interest and penalties at October 31, 2010.
NOTE 5 -
DUE TO RELATED PARTY
As of April 30, 2010, the Company was obligated to a director, who is also an officer and stockholder, for a non-interest bearing demand loan with a balance of $359. The Company paid the loan back during June 2010.
NOTE 6 -
GOING CONCERN AND LIQUIDITY CONSIDERATIONS
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As at October 31, 2010, the Company has a loss from operations of $11,945, an accumulated deficit of $13,789, and working capital of $10,711 and has earned no revenues since inception. The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending April 30, 2011.
The ability of the Company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan.
In response to these problems, management intends to raise additional funds through public or private placement offerings.
These factors, among others, raise substantial doubt about the Companys ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
11
New Media Insight Group, Inc. (A Development Stage Company) |
|
Notes to Interim Financial Statements |
|
October 31, 2010 | |
(Unaudited) |
|
NOTE 7 -
SUBSEQUENT EVENTS
Subsequent to October 31, 2010, the Company received $40,500 for 1,012,500 shares in connection to its current public offering.
The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and determined there are no additional items to disclose.
.
12
ITEM 2.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
Except for historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses. Such forward-looking statements include, among others, those statements including the words expects, anticipates, intends, believes and similar language. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed herein as well as in the Description of Business Risk Factors section in our Form S-1/A, as filed on September 27, 2010. You should carefully review the risks described in our S-1/A and in other documents we file from time to time with the Securities and Exchange Commission. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.
Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.
All references in this Form 10-Q to the Company, New Media, we, us, or our are to New Media Insight Group, Inc.
Results of Operations
We are still in our development stage and have generated no revenues to date.
We incurred operating expenses of $11,945 for the six months ended October 31, 2010. These expenses consisted of general operating expenses and professional fees incurred in connection with the day to day operation of our business and the preparation and filing of our S-1 Registration Statement.
Our net loss from inception (March 29, 2010) through October 31, 2010 was $13,789.
Cash provided by financing activities for the period from inception (March 29, 2010) through October 31, 2010, was $24,500. We received our initial funding of $10,000 through the sale of common stock to our officers and directors. David Carpenter purchased 1,000,000 shares of our common stock at $0.005 per share on March 29, 2010, for $5,000. Mike Hay purchased 1,000,000 shares of our common stock at $0.005 per share on May 10, 2010, for $5,000. During June 2010, we sold 362,500 common shares at a per share price of $0.04 to 8 non-affiliated private investors, for $14,500.
Liquidity and Capital Resources
The report of our auditors on our audited financial statements for the period ended April 30, 2010, contains a going concern qualification as we have suffered losses since our inception. We have minimal assets and have achieved no operating revenues since our inception. We have depended on loans and sales of equity securities to conduct operations.
Our cash balance at October 31, 2010, was $12,356. In order to achieve our business plan goals, we will need the funding from the offering of registered shares pursuant to our S-1 Registration Statement filed with the SEC under file number 333-168193 which became effective on October 22, 2010.
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Subsequent to October 31, 2010, the Company received $40,500 for 1,012,500 shares pursuant to our current public offering. The funds on hand and these funds that we have raised to date will provide us with sufficient capital for the next 12-months.
Plan of Operation
Our plan is to develop a web based business offering marketing and advertising solutions to prospects wishing to improve their online presence. The Company will be virtual in nature, meaning that employees and contractors will primarily work from home, negating the need to retain formal office space. Our services will be highly specialized and focus on search engine optimized (SEO) websites, as well as social media advertising through Twitter, Facebook, and linked-In. Professional web designers, optimizers, and Google AdWord specialists will be retained on a contractual basis and as demand requires. Supporting functions such as creative and graphic design work will also be included in our portfolio to better service clients. Another aspect of our plan is to better educate our clients and empower them to understand and get the best use out of their Internet marketing spending.
We have started operations by contracting out the development of the website. During the first year of operations, the 12 month period from the date of this report, New Media will concentrate on finding the required investment capital, apply to get its common stock listed on a national exchange, develop its website, prospect for clients, and market our services
We have raised $40,500 from our Offering, and we have begun construction of our own SEO (search engine optimized) website (www.newmediainsightgroup.com). The websites content has been written so as to maximize our own organic search results. The site is comprised of a minimum of 5,000 words and is constructed on a content-managed wordpress platform. The objective is to enhance our own Companys profile to expert status. This status as a search engine optimized expert in our field will elevate our own rankings and make it easy for prospective customers to find us. A budget will also be set aside for a targeted Google Adwords and banner advertising campaign. A stylish direct mail piece will also be produced highlighting our services and targeted to businesses fitting our demographic. Time will be taken to properly research the best markets to target. .
We anticipate that development of the website will be completed in December 2010 and then, we will begin our advertising and marketing to source prospective clients through our SEO, Adwords, banner advertising, and direct mail strategies by developing the various ad campaigns needed for each advertising avenue. We will also explore taking out ads in key trade magazines or other industry related websites. We will focus our marketing on the West Coast targeting clients in Washington, Oregon, California, and Nevada.
In the event that we are unable to raise sufficient funds from our Offering, we will endeavor to proceed with our plan of operations by locating alternative sources of financing. Although there are no written agreements in place, one form of alternative financing that may be available to us is self-financing through contributions from the officers and directors. While the officers and directors have generally indicated a willingness to provide services and financial contributions if necessary, there are presently no agreements, arrangements, commitments, or specific understandings, either verbally or in writing, between the officers and directors and New Media.
During the first year of operations, our officers and directors will also provide their labor at no charge. We do not anticipate hiring any staff during the first 12 months of operation, and will rely on the services of outside contractors for the key first step, which will be the creation of our Web presence.
We will incur ongoing expenses associated with professional fees for accounting, legal and a host of other expenses for annual reports and proxy statements associated with filing requirements under the Securities Exchange Act of 1934. We estimate that these accounting, legal and other professional costs would be a minimum of $15,000 in the next year, and will be higher in the following years, if our business
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volume and activity increases. Increased business activity could greatly increase our professional fess for reporting requirements and this could have a significant impact on future operating costs. The difference between having the ability to sustain our cash flow requirements over the next twelve months and the need for additional outside funding will depend on how fast we can generate sales revenue.
If we do not raise sufficient funds to proceed with the implementation of our business plan, we may have to find alternative sources of funds, like a second public offering, a private placement of securities, or loans from our officers or third parties (such as banks or other institutional lenders). Equity financing could result in additional dilution to then existing shareholders.
If we are unable to meet our needs for cash from either the money that we raise from our Offering, or possible alternative sources, then we may be unable to continue to maintain, develop or expand our operations.
We have no plans to undertake any product research and development during the next 12 months.
Off-Balance Sheet Arrangements
We have never entered into any off-balance sheet financing arrangements and have not formed any special purpose entities. We have not guaranteed any debt or commitments of other entities or entered into any options on non-financial assets.
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4T.
CONTROLS AND PROCEDURES
Evaluation of Our Disclosure Controls
Under the supervision and with the participation of our senior management, including our chief executive officer and chief financial officer, David Carpenter, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act), as of the end of the period covered by this quarterly report (the Evaluation Date). Based on this evaluation, our chief executive officer and chief financial officer concluded as of the Evaluation Date that our disclosure controls and procedures were effective such that the information relating to us, required to be disclosed in our Securities and Exchange Commission (SEC) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during the quarter ended October 31, 2010, that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
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PART II OTHER INFORMATION
ITEM 1.
LEGAL PROCEEDINGS
In the ordinary course of our business, we may from time to time become subject to routine litigation or administrative proceedings which are incidental to our business. We are not a party to nor are we aware of any existing, pending or threatened lawsuits or other legal actions involving us.
ITEM 1A.
RISK FACTORS
Not applicable.
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
We did not issue unregistered equity securities during the quarter ended October 31, 2010.
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4.
(REMOVED AND RESERVED)
ITEM 5.
OTHER INFORMATION
None.
ITEM 6.
EXHIBITS
The following exhibits are included as part of this report:
Exhibit No.
Description
31.1 / 31.2
Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Executive and Financial Officer
32.1 / 32.2
Rule 1350 Certification of Principal Executive and Financial Officer
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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.
NEW MEDIA INSIGHT GROUP, INC.
Dated: December 9, 2010
By:
/s/ David Carpenter
David Carpenter
President, Principal Executive and Financial Officer
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