Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarter ended June 30, 2011
[ ] 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: 000-51159
DATAMILL MEDIA CORP.
(Exact name of issuer as specified in charter)
Nevada 98-0427526
(State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
1205 Hillsboro Mile, Suite 203
Hillsboro Beach, FL 33062
(Address of principal executive offices)
(954) 876-1181
(Issuer's telephone number, including area code)
Check whether the Issuer (1) has filed all reports required to be filed by
section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes [X] No[ ]
Indicate by check mark whether the registrant has submitted electronically and
posted on its Website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (Sec.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.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 15,325,000 shares at August 11, 2011
DATAMILL MEDIA CORP.
(F/K/A SMITTEN PRESS: LOCAL LORE AND LEGENDS, INC.)
FORM 10-Q
QUARTERLY PERIOD ENDED JUNE 30, 2011
Page
----
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements 4
Consolidated Balance Sheets as of June 30, 2011 (Unaudited) and
December 31, 2010 4
Consolidated Statements of Operations for the Three and Six Months
Ended June 30, 2011 and 2010, and for the Period from June 1, 2003
(Inception) to June 30, 2011 (Unaudited) 5
Consolidated Statement of Changes in Stockholders' Deficit for
the Period from June 1, 2003 (Inception) to June 30, 2011
(Unaudited) 6
Consolidated Statements of Cash Flows for the Six Months Ended
June 30, 2011 and 2010, and for the Period from June 1, 2003
(Inception) to June 30, 2011 (Unaudited) 7
Notes to Consolidated Financial Statements as of June 30, 2011
(Unaudited) 8
Item 2. Management's Discussion and Analysis of Financial Condition
and Plan of Development Stage Activities 14
Item 4. Controls and Procedures 16
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 17
Item 1A. Risk Factors 17
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 17
Item 3. Default Upon Senior Securities 17
Item 4. Removed and Reserved 17
Item 5. Other Information 17
Item 6. Exhibits 17
2
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
Certain statements in this quarterly report contain or may contain
forward-looking statements that are subject to known and unknown risks,
uncertainties and other factors which may cause actual results, performance or
achievements to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. These
forward-looking statements were based on various factors and were derived
utilizing numerous assumptions and other factors that could cause our actual
results to differ materially from those in the forward-looking statements. These
factors include, but are not limited to, our ability to increase our revenues,
develop our brands, implement our strategic initiatives, economic, political and
market conditions and fluctuations, government and industry regulation, U.S. and
global competition, and other factors. Most of these factors are difficult to
predict accurately and are generally beyond our control.
You should consider the areas of risk described in connection with any
forward-looking statements that may be made in our annual report as filed with
the SEC. Readers are cautioned not to place undue reliance on these
forward-looking statements and readers should carefully review this quarterly
report in its entirety, except for our ongoing obligations to disclose material
information under the Federal securities laws, we undertake no obligation to
release publicly any revisions to any forward-looking statements, to report
events or to report the occurrence of unanticipated events. These
forward-looking statements speak only as of the date of this quarterly report,
and you should not rely on these statements without also considering the risks
and uncertainties associated with these statements and our business. When used
in this quarterly report, the terms the "Company," "we," and "us" refers to
Datamill Media Corp. (f.k.a. Smitten Press: Local Lore and Legends, Inc.)
3
DATAMILL MEDIA CORP.
(f/k/a SMITTEN PRESS: LOCAL LORE AND LEGENDS, INC.)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
June 30, December 31,
2011 2010
------------ ------------
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash $ 5,753 $ 370
------------ ------------
TOTAL CURRENT ASSETS 5,753 370
------------ ------------
TOTAL ASSETS $ 5,753 $ 370
============ ============
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 8,858 $ 21,155
Due to related party - officer 36,686 31,686
Due to former related party -- 78,676
Advances payable -- 10,000
Notes payable -- 10,000
------------ ------------
TOTAL CURRENT LIABILITIES 45,544 151,517
------------ ------------
TOTAL LIABILITIES 45,544 151,517
------------ ------------
STOCKHOLDERS' DEFICIT
Preferred stock, $0.001 par value, 10,000,000 shares authorized,
none issued and outstanding -- --
Common stock, $0.001 par value, 150,000,000 shares authorized,
15,325,000 and 10,325,000 issued and outstanding at June 30,
2011 and December 31, 2010, respectively 15,325 10,325
Additional paid-in capital 1,173,341 1,078,341
Accumulated deficit (102,520) (102,520)
Deficit accumulated during development stage (1,125,937) (1,137,293)
------------ ------------
TOTAL STOCKHOLDERS' DEFICIT (39,791) (151,147)
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 5,753 $ 370
============ ============
See unaudited notes to consolidated financial statements
4
DATAMILL MEDIA CORP.
(f/k/a SMITTEN PRESS: LOCAL LORE AND LEGENDS, INC.)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
For the Period from
For the Three Months Ended For the Six Months Ended June 1, 2003
June 30, June 30, (Inception) to
---------------------------- ----------------------------- June 30,
2011 2010 2011 2010 2011
------------ ------------ ------------ ------------ ------------
Revenues $ -- $ -- $ -- $ -- $ --
----------- ----------- ----------- ----------- -----------
OPERATING EXPENSES
Professional fees 10,200 26,701 44,309 35,742 244,918
General and administrative 3,537 3,195 15,911 3,195 108,421
Compensation - officer -- -- -- -- 830,427
----------- ----------- ----------- ----------- -----------
Total Operating Expenses 13,737 29,896 60,220 38,937 1,193,836
----------- ----------- ----------- ----------- -----------
Loss from Operations (13,737) (29,896) (60,220) (38,937) (1,193,836)
OTHER INCOME (EXPENSE):
Interest expense (2,100) -- (2,100) -- (2,100)
Loss on foreign currency exchange -- -- -- -- (3,677)
Debt forgiveness income 73,676 -- 73,676 -- 73,676
----------- ----------- ----------- ----------- -----------
Total Other Income 71,576 -- 71,576 -- 67,899
----------- ----------- ----------- ----------- -----------
Net Income (Loss) $ 57,839 $ (29,896) $ 11,356 $ (38,937) $(1,125,937)
=========== =========== =========== =========== ===========
Net Income (Loss) per share
- Basic and diluted $ 0.00 $ (0.09) $ 0.00 $ (0.12) $ (0.82)
=========== =========== =========== =========== ===========
Weighted Average Shares Outstanding
- Basic and diluted 11,696,611 325,000 11,009,306 325,000 1,365,041
=========== =========== =========== =========== ===========
See unaudited notes to consolidated financial statements
5
DATAMILL MEDIA CORP.
(f/k/a SMITTEN PRESS: LOCAL LORE AND LEGENDS, INC.)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
For the Six Months ended June 30, 2011 and the Period from
June 1, 2003 (Inception) to June 30, 2011
(Unaudited)
Deficit
Accumulated
Common Stock Additional During Total
-------------------- Paid-in Accumulated Development Stockholders'
Shares Par Value Capital Deficit Stage Deficit
------ --------- ------- ------- ----- -------
Balance, June 1, 2003 (Inception) 120,000 $ 120 $ 120,400 $(102,520) $ -- $ --
Common stock issued for book rights 102,500 103 (103) -- -- --
---------- -------- ---------- --------- ----------- ---------
Balance, December 31, 2003 222,500 223 102,297 (102,520) -- --
Contributed officer services -- -- 100,000 -- -- 100,000
Contributed legal services -- -- 2,500 -- -- 2,500
Net loss for the year -- -- -- -- (106,211) (106,211)
---------- -------- ---------- --------- ----------- ---------
Balance, December 31, 2004 222,500 223 204,797 (102,520) (106,211) (3,711)
Contributed legal services -- -- 7,500 -- -- 7,500
Net loss for the year -- -- -- -- (245,365) (245,365)
---------- -------- ---------- --------- ----------- ---------
Balance, December 31, 2005 222,500 223 212,297 (102,520) (351,576) (241,576)
Contributed legal services -- -- 7,500 -- -- 7,500
Net loss for the year -- -- -- -- (162,106) (162,106)
---------- -------- ---------- --------- ----------- ---------
Balance, December 31, 2006 222,500 223 219,797 (102,520) (513,682) (396,182)
Common stock issued for services 100,000 100 392,827 -- -- 392,927
Contributed legal services -- -- 5,000 -- -- 5,000
Contributed capital -- -- 445,719 -- -- 445,719
Net loss for the year -- -- -- -- (470,860) (470,860)
---------- -------- ---------- --------- ----------- ---------
Balance, December 31, 2007 322,500 323 1,063,343 (102,520) (984,542) (23,396)
Contributed officer services -- -- 15,000 -- -- 15,000
Common stock issued for services 2,500 2 (2) -- -- --
Net loss for the year -- -- -- -- (84,466) (84,466)
---------- -------- ---------- --------- ----------- ---------
Balance, December 31, 2008 325,000 325 1,078,341 (102,520) (1,069,008) (92,862)
Net loss for the year -- -- -- -- (538) (538)
---------- -------- ---------- --------- ----------- ---------
Balance, December 31, 2009 325,000 325 1,078,341 (102,520) (1,069,546) (93,400)
---------- -------- ---------- --------- ----------- ---------
Common stock issued
Officer compensation 10,000,000 10,000 -- -- -- 10,000
Net loss for the year -- -- -- -- (67,747) (67,747)
---------- -------- ---------- --------- ----------- ---------
Balance, December 31, 2010 10,325,000 $ 10,325 $1,078,341 $(102,520) $(1,137,293) $(151,147)
Common stock issued for cash 5,000,000 5,000 95,000 -- -- 100,000
Net income for the six months
ended June 30, 2011 -- -- -- -- 11,356 11,356
---------- -------- ---------- --------- ----------- ---------
Balance, June 30, 2011 15,325,000 $ 15,325 $1,173,341 $(102,520) $(1,125,937) $ (39,791)
========== ======== ========== ========= =========== =========
See unaudited notes to consolidated financial statements
6
DATAMILL MEDIA CORP.
(f/k/a SMITTEN PRESS: LOCAL LORE AND LEGENDS, INC.)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Period from
For the Six Months Ended June 1, 2003
June 30, (Inception) to
------------------------------ June 30,
2011 2010 2011
------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 11,356 $ (38,937) $ (1,125,937)
Adjustments to reconcile net income (loss) from
operations to net cash used in operating activities:
Contributed services -- -- 115,000
Contributed legal services -- -- 22,500
Stock-based compensation -- -- 402,927
Gain on forgiveness of debt (73,676) -- (73,676)
Changes in assets and liabilities:
(Decrease)increase in accounts payable
and accrued expenses (12,297) 2,301 82,239
Accrued compensation - officer -- -- 322,500
------------ ------------ ------------
NET CASH USED IN OPERATING ACTIVITIES (74,617) (36,636) (254,447)
------------ ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from related party loans and advances 45,000 36,636 210,200
Repayments of related party loans and advances (40,000) -- (45,000)
Proceeds from notes payable 25,000 -- 35,000
Repayments of notes payable (35,000) -- (35,000)
Proceeds from advances payable -- -- 10,000
Repayments of advances payable (10,000) -- (10,000)
Cash proceeds from sale of common stock 100,000 -- 100,000
Repayment of due to former related party (5,000) -- (5,000)
------------ ------------ ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 80,000 36,636 260,200
------------ ------------ ------------
NET CHANGE IN CASH 5,383 -- 5,753
CASH - beginning of period 370 -- --
------------ ------------ ------------
CASH - end of period $ 5,753 $ -- $ 5,753
============ ============ ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for:
Interest $ -- $ -- $ --
============ ============ ============
Income taxes $ -- $ -- $ --
============ ============ ============
Non-cash investing and financing activities
Reduction of liabilities reflected as
contributed capital $ -- $ -- $ 445,719
============ ============ ============
See unaudited notes to consolidated financial statements
7
DATAMILL MEDIA CORP.
(f/k/a SMITTEN PRESS: LOCAL LORE AND LEGENDS, INC.)
(A DEVELOPMENT STAGE COMPANY)
Notes to Consolidated Financial Statements
June 30, 2011
(Unaudited)
NOTE 1 - NATURE OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
(A) DESCRIPTION OF BUSINESS
Smitten Press: Local Lore and Legends, Inc. (the "Company") was
incorporated under the laws of Canada on January 15, 1990 under the name
Creemore Star Printing, Inc. The name was changed to Smitten Press: Local Lore
and Legends, Inc. on July 15, 2003. The Company was inactive until June 1, 2003
when it entered the development stage. The Company had planned to offer
magazines and books for sale. Given the continued delay in recovery in New
Orleans due to Hurricane Katrina and the death of the Company's founder and
president Mr. Richard Smitten in September 2006, the Company had determined that
proceeding with its initial business plan will not be viable. It began seeking
other alternatives to preserve stockholder value, including selling a
controlling interest to a third party who would subsequently merge an operating
business into the company. On August 30, 2007 a change in control occurred (see
below). Activities during the development stage include development of a
business plan, obtaining and developing necessary rights to sell our products,
developing a website, and seeking a merger candidate.
On August 30, 2007, the Company's controlling shareholder, the Estate of
Richard Smitten, through its executor, Kelley Smitten, sold 152,700 restricted
shares of the Company's common stock held by the estate, which represented 68%
of the then outstanding common stock, in a private transaction, to Robert L. Cox
in exchange for cash consideration of $600,000 (the "Transaction"). As a result,
Robert L. Cox became the Company's controlling shareholder and new CEO. Robert
L. Cox did not engage in any loan transactions in connection with the
Transaction, and utilized his personal funds.
On September 14, 2009, the Company's then controlling shareholder, Carl
Feldman (who obtained his controlling interest from Robert Cox in June of 2008
in a private transaction), sold 202,700 restricted shares of the Company's
common stock held in the name of Mr. Feldman, which represented 62% of the then
outstanding common stock, in a private transaction, to Vincent Beatty in
exchange for cash consideration of $10,000 (the "Transaction"). As a result,
Vincent Beatty became the Company's controlling shareholder. Mr. Beatty engaged
in a loan transaction in connection with the above mentioned stock purchase.
On April 30, 2010, the holders of a majority of the shares of Common Stock
of the Registrant acting on written consent elected Vincent Beatty as Director
and President of the Company, and Robert Kwiecinski as Director and Secretary of
the Company, to serve in said positions until the next Meeting of Shareholders.
On April 30, 2010, our Board of Directors approved a change in name of the
Registrant to DataMill Media Corp., a reverse-split of our Common Stock on the
basis of one new share of Common Stock for each one hundred shares of Common
Stock held of record at the close of business on June 30, 2010 and an increase
in the number of authorized common stock from 50,000,000 shares to 150,000,000
shares. These corporate actions were ratified on April 30, 2010 by holders of a
majority of the shares of Common Stock of the Registrant acting on written
consent and the Amendment was filed with the State of Nevada on May 7, 2010. The
Registrant was notified by Financial Industry Regulatory Authority ("FINRA")
that the name and new symbol change of DATAMILL MEDIA CORP. "SPLID" became
effective on August 23, 2010. All share and per share data has been adjusted to
reflect the effect of the reverse-split.
On June 22, 2011, Datamill Media Sub Corp. was organized in the state of
Nevada, as a wholly owned subsidiary of Datamill Media Corp. The principal
business of this subsidiary is to act as a merger vehicle for the pending merger
with M3X Media, Inc. (see Note 5).
8
DATAMILL MEDIA CORP.
(f/k/a SMITTEN PRESS: LOCAL LORE AND LEGENDS, INC.)
(A DEVELOPMENT STAGE COMPANY)
Notes to Consolidated Financial Statements
June 30, 2011
(Unaudited)
NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
(B) BASIS OF PRESENTATION AND FOREIGN CURRENCY
The accompanying unaudited consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America and the rules and regulations of the United States
Securities and Exchange Commission for interim financial information.
Accordingly, they do not include all the information and footnotes necessary for
a comprehensive presentation of consolidated financial position and results of
operations. It is management's opinion, however, that all material adjustments
(consisting of normal recurring adjustments) have been made which are necessary
for a fair consolidated financial statement presentation. The results for the
interim period are not necessarily indicative of the results to be expected for
the year. For further information, refer to the audited financial statements and
footnotes of the company for the years ending December 31, 2010 and 2009.
Gains and losses resulting from foreign currency transactions are
recognized in operations in the accompanying consolidated financial statements
and footnotes in the period incurred.
(C) USE OF ESTIMATES
In preparing financial statements, management is required to make estimates
and assumptions that effect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the consolidated
financial statements and revenues and expenses during the periods presented.
Actual results may differ from these estimates.
Significant estimates in the periods included in the accompanying
consolidated financial statements include an estimate of the deferred tax asset
valuation allowance, valuation of shares issued for services, and valuation of
contributed services.
(D) PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of Datamill
Media Corp. and its wholly-owned subsidiary, Datamill Media Sub Corp. All
material intercompany balances and transactions have been eliminated in
consolidation.
(E) CASH EQUIVALENTS
For the purpose of the cash flow statement, the Company considers all
highly liquid investments with original maturities of three months or less at
the time of purchase to be cash equivalents.
(F) WEBSITE DEVELOPMENT COSTS
In accordance with ASC 350-50, formerly EITF Issue No. 00-2, the Company
accounts for its website in accordance with ASC 350-40, formerly Statement of
Position No. 98-1 "Accounting for the Costs of Computer Software Developed or
Obtained for Internal Use" "SOP 98-1".
ASC 350-40 requires the expensing of all costs of the preliminary project
stage and the training and application maintenance stage and the capitalization
of all internal or external direct costs incurred during the application
development stage. The Company amortizes the capitalized cost of software
developed or obtained for internal use over an estimated life of three years.
9
DATAMILL MEDIA CORP.
(f/k/a SMITTEN PRESS: LOCAL LORE AND LEGENDS, INC.)
(A DEVELOPMENT STAGE COMPANY)
Notes to Consolidated Financial Statements
June 30, 2011
(Unaudited)
NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
(G) STOCK-BASED COMPENSATION
The Company follows the provisions of ASC 718-20-10 Compensation - Stock
Compensation which establishes standards surrounding the accounting for
transactions in which an entity exchanges its equity instruments for goods or
services. ASC 718-20-10 focuses primarily on accounting for transactions in
which an entity obtains employee services in share-based payment transactions.
ASC 718-20-10 provides for, and the Company has elected to adopt the modified
prospective application under which compensation cost is recognized on or after
the required effective date for the fair value of all future share based award
grants and the portion of outstanding awards at the date of adoption of this
statement for which the requisite service has not been rendered, based on the
grant-date fair value of those awards calculated under ASC 718-20-10 pro forma
disclosures.
(H) PROMOTER CONTRIBUTION AND CONTRIBUTED SERVICES
The Company accounts for assets provided to the Company by promoters in
exchange for capital stock at the promoter's original cost basis. The value of
services provided to the Company by its officer was $115,000 for the period from
June 1, 2003 (Inception) to June 30, 2011 which was recorded as contributed
services.
(I) REVENUE RECOGNITION
The Company intends on recognizing revenues in accordance with ASC 605-10.
Revenue will be recognized when persuasive evidence of an arrangement exists, as
services are provided or when product is delivered, and when collection of the
fixed or determinable selling price is reasonably assured.
(J) INCOME TAXES
The Company accounts for income taxes under ASC 740, "Accounting for Income
Taxes". Under ASC 740, deferred tax assets and liabilities are recognized for
the future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or settled. The effect
on deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period, which includes the enactment date.
ASC 740 clarifies the accounting for uncertainty in income taxes recognized
in an entity's financial statements This Interpretation prescribed a recognition
threshold and measurement attribute for the financial statement recognition and
measurement of a tax position taken or expected to be taken in a tax return. In
addition, ASC 740 provides guidance on de-recognition, classification, interest
and penalties, accounting in interim periods, disclosure, and transition. The
Company adopted the provisions of FIN-48 and they had no impact on its financial
position, results of operations, and cash flows.
Based on its evaluation, the Company has concluded that there are no
significant uncertain tax positions requiring recognition in its consolidated
financial statements. The Company's evaluation was performed for the tax years
ended December 31, 2004 through December 31, 2010 for U.S. Federal Income Tax,
for the tax years ended December 31, 2004 through December 31, 2010 for the
State of Florida Corporate Income Tax, the years which remain subject to
examination by major tax jurisdictions as of June 30, 2011.
(K) COMPREHENSIVE INCOME (LOSS)
Comprehensive income (loss) includes net loss as currently reported by the
Company adjusted for other comprehensive income, net of comprehensive losses.
Other comprehensive income for the Company consists of unrealized gains and
losses related to the Company's foreign currency cumulative translation
adjustment. The comprehensive loss for the periods presented in the accompanying
consolidated financial statements was not material.
10
DATAMILL MEDIA CORP.
(f/k/a SMITTEN PRESS: LOCAL LORE AND LEGENDS, INC.)
(A DEVELOPMENT STAGE COMPANY)
Notes to Consolidated Financial Statements
June 30, 2011
(Unaudited)
NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
(L) FAIR VALUE OF FINANCIAL INSTRUMENTS
ASC 825-10, formerly Statement of Financial Accounting Standards No. 107,
"Disclosures about Fair Value of Financial Instruments," requires disclosures of
information about the fair value of certain financial instruments for which it
is practicable to estimate the value. For purpose of this disclosure, the fair
value of a financial instrument is the amount at which the instrument could be
exchanged in a current transaction between willing parties, other than in a
forced sale or liquidation.
At June 30, 2011 the fair value of current liabilities approximated book
value.
(M) NEW ACCOUNTING PRONOUNCEMENTS
RECENTLY ISSUED ACCOUNTING STANDARDS
Other accounting standards that have been issued or proposed by the FASB or
other standards-setting bodies that do not require adoption until a future date
are not expected to have a material impact on the consolidated financial
statements upon adoption.
NOTE 2 - RELATED PARTIES AND ADVANCES PAYABLE
Office space was and is provided on a month-to-month basis by the Company's
CEO for no charge, however, for all periods presented, the value was not
material.
On August 23, 2010, the Company issued 10,000,000 restricted shares of its
common stock to its chief executive officer, Vincent Beatty, for services
rendered. The shares were valued at $0.001 per share, a nominal value as there
was no evidence of fair value, or $10,000 and expensed immediately as
compensation.
During the year ended December 31, 2010, the Company received proceeds
totaling $36,686 from the Company's current chief executive officer for general
and administrative expenses and repaid $5,000 of the amount during the same
period. During the six months ended June 30, 2011, the Company received
additional proceeds of $45,000 from the Company's current chief executive
officer for general and administrative expenses and repaid $40,000 of the amount
during the same period. The net amount of $36,686 is reflected as due to related
party-officer on the accompanying June 30, 2011 balance sheet.
NOTE 3 - NOTES AND ADVANCES PAYABLE
As of December 31, 2010, the Company had two notes payable with unrelated
parties. On October 20, 2010, two individuals each loaned the Company $5,000 in
exchange for Promissory Notes for the amounts loaned. The notes, with a term of
one year, are due on October 19, 2011 and in lieu of interest, restricted shares
of the Company's common stock will be issued to the note holders. Upon maturity,
the principal amount loaned of $5,000 is due to each note holder and an
aggregate amount of 30,000 restricted common stock shares will be issued to the
note holders, pursuant to the terms of the notes. The terms of first note state
that an amount of 10,000 restricted common stock shares will be issued to the
first note holder and the terms of the second note state that 20,000 restricted
common stock shares will be issued to the second note holder. Both notes state
that the shares are to be issued on or before the maturity date of October 19,
2011. The Company paid the principal amount of $5,000 to each note holder during
March of 2011. The Company intends to issue the shares to the note holders
prior to the maturity date.These shares have been valued at $.02 per share, the
price of stock sold in the Company's recent private placement offering, and has
recorded this liability for $600 as accrued interest in the accompanying balance
sheet under Accounts payable and accrued expenses.
11
DATAMILL MEDIA CORP.
(f/k/a SMITTEN PRESS: LOCAL LORE AND LEGENDS, INC.)
(A DEVELOPMENT STAGE COMPANY)
Notes to Consolidated Financial Statements
June 30, 2011
(Unaudited)
NOTE 3 - NOTES AND ADVANCES PAYABLE (CONTINUED)
On January 5, 2011, an individual loaned the Company $25,000 in exchange
for a Promissory Note bearing interest at 5%. The note, with a term of six
months, is due on July 4, 2011 and in lieu of the interest payment, restricted
shares of the Company's common stock will be issued to the note holder. Upon
maturity, the principal amount loaned of $25,000 is due to the note holder and
an aggregate amount of 75,000 restricted common stock shares will be issued to
the note holder, pursuant to the terms of the note stated above. In addition,
Vincent Beatty, the CEO of the Company, has personally guaranteed the
obligations and payment of the note. The Company paid the principal amount of
$25,000 to the note holder during June of 2011. The Company intends to issue
the shares to the note holder during the third quarter of 2011. These shares
have been valued at $.02 per share, the price of stock sold in the Company's
recent private placement offering, and has recorded this liability for $1,500 as
accrued interest in the accompanying balance sheet under Accounts payable and
accrued expenses.
Advances of $78,676 were advanced to the Company for working capital
purposes in prior years. These advances were settled in full by a payment of
$5,000 in June 2011. The remaining balance of $73,676 was recorded as debt
forgiveness income by the Company.
In September 2010, an individual advanced $10,000 to the Company. The
advance was non-interest bearing and due on demand. The Company paid the full
advanced amount of $10,000 to the individual during March of 2011.
NOTE 4 - STOCKHOLDERS' DEFICIT
On August 23, 2010, the Company issued 10,000,000 restricted shares of its
common stock to its chief executive officer, Vincent Beatty, for services
rendered. The shares were valued at $0.001 per share, a nominal amount since
there was no other evidence of fair value of the shares, or $10,000 and expensed
immediately as compensation.
The Company received a Notice of Effectiveness from the Securities and
Exchange Commission on May 12, 2011 in relation to its Registration Form S-1.
On May 17, 2011, the Company filed a Prospectus with the Securities and
Exchange Commission pursuant to Rule 424(b(1). On June 9, 2011, the Company sold
out its public offering of 5,000,000 shares of common stock and received
$100,000 in proceeds in the offering.
NOTE 5 - GOING CONCERN
As reflected in the accompanying consolidated financial statements, the
Company had net income and net cash used in operations of $11,356 and $74,617,
respectively, for the six months ended June 30, 2011 and at June 30, 2011 had a
deficit accumulated during development stage of $1,125,937, a stockholders'
deficit of $39,791, a working capital deficit of $39,791 and is a development
stage company with no operating revenues. These matters raise substantial doubt
about the Company's ability to continue as a gong concern. The ability of the
Company to continue as a going concern is dependent on the Company's ability to
further implement its business plan, raise capital, and generate revenues. We
were a management consulting firm that planned to educate and assist small
businesses to improve their management, corporate governance, regulatory
compliance and other business processes, with a focus on capital market
participation. We now plan to merge with a digital entertainment and multimedia
company. Management believes that the actions presently being taken provide the
opportunity for the Company to continue as a going concern. The consolidated
financial statements do not include any adjustments that might be necessary if
the Company is unable to continue as a going concern.
12
DATAMILL MEDIA CORP.
(f/k/a SMITTEN PRESS: LOCAL LORE AND LEGENDS, INC.)
(A DEVELOPMENT STAGE COMPANY)
Notes to Consolidated Financial Statements
June 30, 2011
(Unaudited)
NOTE 5 - GOING CONCERN (continued)
On June 22, 2011, Datamill Media Corp. and its wholly-owned subsidiary,
Datamill Media Sub Corp., entered into a Merger Agreement with M3X Media, Inc.,
a Florida corporation ("M3X") located in West Palm Beach, Florida. M3X is a
digital entertainment and multimedia company.
The Merger Agreement is subject to, among other things, (i) completion of
due diligence by the parties to the Merger Agreement; (ii) completion of an
audit of M3X and delivery to the Company of audited financial statements; (iii)
there being no material adverse change in the financial condition, business or
prospects of the Company or M3X prior to closing; and (iv) approval of the
Merger Agreement by our shareholders. We expect the merger to close no later
than August 31, 2011, unless extended by the parties.
The effect of the merger would be that Datamill Media Sub Corp. would be
merged into M3X, with M3X being the "surviving entity" and wholly-owned
subsidiary of the Company and the M3X shareholders would own approximately
88.75% of Datamill Media Corp.'s issued and outstanding common stock and the
pre-merger Datamill Media Corp. shareholders would own approximately 11.25% of
the combined entities. The merger will be accounted for as a reverse
recapitalization of M3X.
NOTE 6 - CONCENTRATIONS
As discussed in Note 1, through the change in ownership of the Company,
from August 2007 through 2008, the Company was funded solely by funds totaling
$78,676, advanced through a commonly controlled affiliate, Simply Fit Holdings
Group, Inc. These advances were settled in full by a payment of $5,000 in June
2011. The remaining balance of $73,676 was recorded as debt forgiveness income
by the Company (see note 8).
NOTE 7 - COMMITMENTS AND CONTINGENCIES
The Company was named as a defendant with others in a lawsuit filed June
24, 2008 in the Florida Southern District Court, Case No. 0:2008cv60953. The
plaintiff, a New York individual, alleges a RICO count against all of the
defendants. On September 14, 2009 a settlement agreement was reached with the
plaintiff on behalf of the Company where all claims were settled. There was no
accounting effect on the Company as a result of the settlement.
NOTE 8 - LEGAL MATTERS
On December 22, 2010, the Company received a Demand Letter from an
individual for payment in the amount of $78,676, which is a liability disclosed
in the consolidated financial statements, but payable to another entity. The
Company believed the claim by the individual was without merit and the Company
was informed by counsel for the individual that he intends to commence
litigation against the Company with respect to his claim.
During June 2011, the individual decided to settle the claim in full for
$5,000 and forgive the remaining balance. The Company paid the individual $5,000
in June and the $73,676 balance of the liability was recorded by the Company as
debt forgiveness income (see note 6).
NOTE 9 - SUBSEQUENT EVENTS
The Company is not aware of any subsequent events which would require
recognition or disclosure in the consolidated financial statements. As discussed
in Note 5, Datamill Media Corp. and M3X Media, Inc. are working towards
fulfilling the conditions and approvals necessary for the completion of the
Merger Agreement.
13
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF
DEVELOPMENT STAGE ACTIVITIES
FORWARD-LOOKING STATEMENTS
The following discussion and analysis is provided to increase the understanding
of, and should be read in conjunction with, the Consolidated Financial
Statements of the Company and Notes thereto included elsewhere in this Report.
Historical results and percentage relationships among any amounts in these
consolidated financial statements are not necessarily indicative of trends in
operating results for any future period. The statements, which are not
historical facts contained in this Report, including this Plan of Operations,
and Notes to the Consolidated Financial Statements, constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such statements are based on currently available operating, financial
and competitive information, and are subject to various risks and uncertainties.
Future events and the Company's actual results may differ materially from the
results reflected in these forward-looking statements. Factors that might cause
such a difference include, but are not limited to, dependence on existing and
future key strategic and strategic end-user customers, limited ability to
establish new strategic relationships, ability to sustain and manage growth,
variability of operating results, the Company's expansion and development of new
service lines, marketing and other business development initiatives, the
commencement of new engagements, competition in the industry, general economic
conditions, dependence on key personnel, the ability to attract, hire and retain
personnel who possess the technical skills and experience necessary to meet the
service requirements of its clients, the potential liability with respect to
actions taken by its existing and past employees, risks associated with
international sales, and other risks described herein and in the Company's other
SEC filings.
The safe harbors of forward-looking statements provided by Section 21E of the
Exchange Act are unavailable to issuers of penny stock. As we issued securities
at a price below $5.00 per share, our shares are considered penny stock and such
safe harbors set forth under the Reform Act are unavailable to us.
OVERVIEW
We were a Canadian issuer incorporated in Ontario, Canada on January 15, 1990
under the name Creemore Star Printing, Inc. We operated our printing business
until 1999, when unfavorable economic conditions caused us to discontinue
operations. We changed our name to Smitten Press: Local Lore and Legends, Inc.
on July 15, 2003.
On May 8, 2007, we filed Articles of Domestication and Articles of Incorporation
with the State of Nevada. We are now a Nevada corporation with 150,000,000
shares of $0.001 par value common stock authorized and 10,000,000 shares of
$0.001 par value preferred stock authorized.
Subsequent to our name change, we reactivated our business with the following
focus:
* Refining our business plan
* Obtaining and developing necessary rights to sell our products
* Developing our website at www.smittenpress.com
* Preparing to sell products through rack jobbers, or persons who set up
and maintain newspaper-style boxes, as well as from our website.
PLAN OF OPERATIONS
On June 22, 2011, Datamill Media Corp. and its wholly-owned subsidiary, Datamill
Media Sub Corp., entered into a Merger Agreement with M3X Media, Inc., a Florida
corporation ("M3X") located in West Palm Beach, Florida. M3X is a digital
entertainment and multimedia company.
The Merger Agreement is subject to, among other things, (i) completion of due
diligence by the parties to the Merger Agreement; (ii) completion of an audit of
M3X and delivery to the Company of audited financial statements; (iii) there
being no material adverse change in the financial condition, business or
prospects of the Company or M3X prior to closing; and (iv) approval of the
Merger Agreement by our shareholders. We expect the merger to close no later
than August 31, 2011, unless extended by the parties.
14
The effect of the merger would be that M3X would be considered to be the
"surviving entity" and the M3X shareholders would own approximately 88.75% of
Datamill Media Corp.'s issued and outstanding common stock and the pre-merger
Datamill Media Corp. shareholders would own approximately 11.25% of the combined
entities. A copy of the Merger Agreement is attached as Exhibit 10.1 to the Form
8-K filed with the Securities and Exchange Commission on June 23, 2011
RESULTS OF DEVELOPMENT STAGE ACTIVITIES
THREE MONTHS ENDED JUNE 30, 2011 COMPARED TO THREE MONTHS ENDED JUNE 30, 2010
The Company has not had any operating revenue since its inception on June 1,
2003.
The Company reported a net loss from operations of $13,737 combined with debt
forgiveness income of $73,676 and offset by interest expense of $2,100 to
produce net income of $57,839 ($0.00 per share) for the three months ended June
30, 2011 compared with a net loss from operations of $29,896 ($0.09 per share)
for the three months ended June 30, 2010. Operating expenses for the three
months ended June 30, 2011 consisted primarily of professional fees.
SIX MONTHS ENDED JUNE 30, 2011 COMPARED TO SIX MONTHS ENDED JUNE 30, 2010
The Company reported a net loss from operations of $60,220 combined with debt
forgiveness income of $73,676 and offset by interest expense of $2,100 to
produce net income of $11,356 ($0.00 per share) for the six months ended June
30, 2011 compared with a net loss from operations of $38,937 ($0.12 per share)
for the six months ended June 30, 2010. Operating expenses for the six months
ended June 30, 2011 consisted primarily of professional fees.
LIQUIDITY AND CAPITAL RESOURCES
As reflected in the accompanying consolidated financial statements, the Company
had net income and net cash used in operations of $11,356 and $74,617,
respectively, for the six months ended June 30, 2011 and at June 30, 2011 had a
deficit accumulated during development stage of $1,125,937, a stockholders'
deficit of $39,791, a working capital deficit of $39,791 and is a development
stage company with no operating revenues. These matters raise substantial doubt
about the Company's ability to continue as a going concern. The ability of the
Company to continue as a going concern is dependent on the Company's ability to
further implement its business plan, raise capital, and generate revenues. The
Company plans to locate an operating company to merge with or sell a controlling
interest to a third party who would subsequently merge an operating business
into the Company. Management believes that the actions presently being taken
provide the opportunity for the Company to continue as a going concern. The
consolidated financial statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going concern.
As discussed in the above Plan of Operations, on June 22, 2011, Datamill Media
Corp. and its wholly-owned subsidiary, Datamill Media Sub Corp., entered into a
Merger Agreement with M3X Media, Inc., a Florida corporation ("M3X") located in
West Palm Beach, Florida. M3X is a digital entertainment and multimedia company.
We expect the merger to close no later than August 31, 2011, unless extended by
the parties.
The ability of the Company to continue as a going concern is dependent on the
Company's ability to further implement its business plan. In addition, as of
June 30, 2011, we had nominal cash and are able to meet our needs as described
below. All our costs, which we will incur irrespective of our activities to
implement our current business plan, including bank service fees and those costs
associated with on-going SEC reporting requirements, estimated to be less than
$3,000 per quarter for 10-Q quarterly filings and $7,500 per 10-K annual filing.
If we fail to meet these obligations and as a consequence we fail to satisfy our
SEC reporting obligations, investors will own stock in a company that does not
provide the necessary disclosures in quarterly and annual reports filed with the
SEC and investors may have increased difficulty in selling their stock as we
will be non-reporting.
Accordingly, our accountants have indicated in their Report of Independent
Registered Public Accounting Firm for the year ended December 31, 2010 that
there is substantial doubt about our ability to continue as a going concern over
the next twelve months from December 31, 2010. Our poor financial condition
could inhibit our ability to achieve our business plan.
15
ITEM 4. CONTROLS AND PROCEDURES
DISCLOSURE CONTROLS
We carried out an evaluation required by Rule 13a-15 or Rule 15d-15 of the
Securities Exchange Act of 1934 (the "Exchange Act") under the supervision and
with the participation of our management, including our Principal Executive
Officer and Principal Financial Officer, of the effectiveness of the design and
operation of our disclosure controls and procedures.
Disclosure controls and procedures are designed with the objective of ensuring
that (i) information required to be disclosed in an issuer's reports filed under
the Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SEC rules and forms and (ii) information is accumulated
and communicated to management, including our Principal Executive Officer and
Principal Financial Officer, as appropriate to allow timely decisions regarding
required disclosures.
The evaluation of our disclosure controls and procedures included a review of
our objectives and processes and effect on the information generated for use in
this Report. This type of evaluation is done quarterly so that the conclusions
concerning the effectiveness of these controls can be reported in our periodic
reports filed with the SEC. We intend to maintain these controls as processes
that may be appropriately modified as circumstances warrant.
Based upon such evaluation, such person concluded that as of such date, our
disclosure controls and procedures were not effective at the reasonable
assurance level because, due to financial constraints, the Company does not
maintain a sufficient complement of personnel with an appropriate level of
technical accounting knowledge, experience and training in the application of
generally accepted accounting principles commensurate with our financial
accounting and reporting requirements. In the event that we may receive
sufficient funds for internal operational purposes, we plan to retain the
services of additional internal management staff to provide assistance to our
current management with the monitoring and maintenance of our internal controls
and procedures.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
During the three months ended June 30, 2011, the Company made no changes in the
control procedures related to financial reporting.
16
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On December 22, 2010, the Company received a Demand Letter from Cort Poyner, an
individual, for payment in the amount of $78,676 which is a liability disclosed
in the consolidated financial statements, but payable to Simply Fit Holdings
Group, Inc., a defunct company. This claim was settled in full by a payment of
$5,000 in June 2011. The remaining balance of $73,676 was recorded a debt
forgiveness income by the Company.
ITEM 1A. RISK FACTORS
Not applicable to smaller reporting companies.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. REMOVED AND RESERVED
None.
ITEM 5. OTHER INFORMATION
On May 8, 2007, we filed Articles of Domestication and Articles of Incorporation
with the State of Nevada. Prior to our reverse stock split, we were a Nevada
corporation with 10,000,000 shares of $0.001 par value preferred stock
authorized and 50,000,000 shares of $0.001 par value common stock authorized.
On April 30, 2010, the holders of a majority of the shares of Common Stock of
the Registrant acting on written consent elected Vincent Beatty as Director and
President of the Company, and Robert Kwiecinski as Director and Secretary of the
Company, to serve in said positions until the next Meeting of Shareholders.
On April 30, 2010, our Board of Directors approved a change in name of the
Registrant to DataMill Media Corp., a reverse-split of our Common Stock on the
basis of one new share of Common Stock for each one hundred shares of Common
Stock held of record at the close of business on June 30, 2010 and an increase
in the number of authorized common stock from 50,000,000 shares to 150,000,000
shares. These corporate actions were ratified on April 30, 2010 by holders of a
majority of the shares of Common Stock of the Registrant acting on written
consent and the Amendment was filed with the State of Nevada on May 7, 2010. The
Registrant was notified by Financial Industry Regulatory Authority ("FINRA")
that the name and new symbol change of DATAMILL MEDIA CORP. "SPLID" became
effective on August 23, 2010.
ITEM 6. EXHIBITS
Exhibit Number, Name and/or Identification of Exhibit.
31.1 Certification of the Chief Executive Officer and Chief Financial
Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of the Chief Executive Officer and Chief Financial
Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
17
SIGNATURES
In accordance with the Exchange Act, the registrant caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
DATAMILL MEDIA CORP.
(f/k/a SMITTEN PRESS: LOCAL LORE AND LEGENDS, INC.)
Date: August 11, 2011 /s/ Vincent Beatty
---------------------------------------------------
Vincent Beatty
Director, Chief Executive Officer
and Chief Financial Officer
18
