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EXCEL - IDEA: XBRL DOCUMENT - NEW MEDIA INSIGHT GROUP, INC. | Financial_Report.xls |
EX-31 - CERTIFICATION - NEW MEDIA INSIGHT GROUP, INC. | ex31nmig73111.htm |
EX-32 - CERTIFICATION - NEW MEDIA INSIGHT GROUP, INC. | exhibit32nmig73111.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 July 31, 2011
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 |
| 27-2235001 |
(State or other jurisdiction of incorporation or organization) |
| (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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(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 [X] No []
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 [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See 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 [ ] |
| Accelerated filer [ ] |
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Non-accelerated filer [ ] |
| 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 September 9, 2011, there were 3,437,500 shares of the issuers common stock, par value $0.001, outstanding.
NEW MEDIA INSIGHT GROUP, INC.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JULY 31, 2011
TABLE OF CONTENTS
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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 | 17 |
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Item 4T. | Controls and Procedures | 17 |
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| PART II - OTHER INFORMATION |
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Item 1. | Legal Proceedings | 18 |
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Item 1A. | Risk Factors | 18 |
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Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 18 |
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Item 3. | Defaults Upon Senior Securities | 18 |
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Item 4. | (Removed and Reserved) | 18 |
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Item 5. | Other Information | 18 |
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Item 6. | Exhibits | 18 |
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| SIGNATURES | 19 |
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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 10-K filed with the SEC on July 29, 2011. 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.
NEW MEDIA INSIGHT GROUP, INC.
INDEX TO INTERIM FINANCIAL STATEMENTS
FOR THE PERIOD FROM MARCH 29, 2010 (INCEPTION) TO JULY 31, 2011
(UNAUDITED)
Page
Balance Sheets
4
Interim Statements of Operations
5
Interim Statements of Changes in Stockholders Equity
6
Interim Statements of Cash Flows
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Notes to Interim Financial Statements
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3
New Media Insight Group, Inc.
Balance Sheets
The accompanying notes are an integral part of these financial statements.
4
New Media Insight Group, Inc.
Interim Statements of Operations
(Unaudited)
The accompanying notes are an integral part of these financial statements.
5
New Media Insight Group, Inc.
Interim Statements of Changes in Stockholders Equity
For the Period Beginning March 29, 2010 (Inception) to July 31, 2011
| Common Shares |
| Additional Paid-In |
| Accumulated |
| Total Stockholders | ||
| Shares |
| Amount |
| Capital |
| Deficit |
| Equity |
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Balance- March 29, 2010 (Inception) | - | $ | - | $ | - | $ | - | $ | - |
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Common shares issued for cash at $0.005 per share | 1,000,000 |
| 1,000 |
| 4,000 |
| - |
| 5,000 |
Loss for the period | - |
| - |
| - |
| (1,844) |
| (1,844) |
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Balance April 30, 2010 | 1,000,000 |
| 1,000 |
| 4,000 |
| (1,844) |
| 3,156 |
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Common shares issued for cash at $0.005 per share | 1,000,000 |
| 1,000 |
| 4,000 |
| - |
| 5,000 |
Common shares issued for cash at $0.04 per share | 1,437,500 |
| 1,438 |
| 56,062 |
| - |
| 57,500 |
Loss for the year | - |
| - |
| - |
| (24,374) |
| (24,374) |
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Balance April 30, 2011 | 3,437,500 |
| 3,438 |
| 64,062 |
| (26,218) |
| 41,282 |
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Loss for the period (unaudited) | - |
| - |
| - |
| (8,848) |
| (8,848) |
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Balance July 31, 2011 (unaudited) | 3,437,500 | $ | 3,438 | $ | 64,062 | $ | (35,066) | $ | 32,434 |
The accompanying notes are an integral part of these financial statements.
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New Media Insight Group, Inc.
Interim Statements of Cash Flows
(Unaudited)
The accompanying notes are an integral part of these financials.
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New Media Insight Group, Inc.
Notes to Interim Financial Statements
July 31, 2011
(Unaudited)
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 operates 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 Company, in prior periods, presented financial statements as a development stage company. In the initial year the Company, devoted substantially all of its efforts to raising capital, planning and implementing the principal operations. The Company may continue to incur significant operating losses and to generate negative cash flow from operating activities. The Company's ability to eliminate operating losses and to generate positive cash flow from operations in the future will depend upon a variety of factors, many of which it is unable to control.
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 $36,558 and $37,226 in cash and cash equivalents at July 31, 2011 and April 30, 2011, 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, 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
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income (loss) by the weighted average number of shares of common stock outstanding during the period.
The following table sets forth the computation of basic and diluted earnings per share:
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| Three Months |
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| Ended July 31, |
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Net loss applicable to Common Shares |
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| $ | (8,848) |
| $ | (7,017) |
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Weighted average common shares |
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outstanding (Basic) |
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| 3,437,500 |
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| 2,056,456 |
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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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| 3,437,500 |
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| 2,056,456 |
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Net loss per share (Basic and Diluted) |
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| $ | (0.00) |
| $ | (0.00) |
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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.
Accounts Receivable
Accounts receivable consist of charges for service provided to customers. An allowance for doubtful accounts is considered to be established for any amounts that may not be recoverable, which is based on an analysis of the Companys customer credit worthiness, and current economic trends. Based on managements review of accounts receivable, no allowance for doubtful accounts was considered necessary. Receivables are determined to be past due, based on payment terms of original invoices. The Company does not typically charge interest on past due receivables.
Sales and Advertising
The costs of sales and advertising are expensed as incurred. Sales and advertising expense was $3,175 and $0 for the three month periods ended July 31, 2011 and 2010, respectively.
Revenue Recognition
The Company recognizes revenue from the sale of services in accordance with FASC Topic No. 605, Revenue Recognition. Revenue consists of internet marketing services; focusing on website design, search engine optimization, and viral social media marketing. Sales income is recognized only when all of the following criteria have been met:
i)
Persuasive evidence for an agreement exists;
ii)
Service has been provided;
iii)
The fee is fixed or determinable; and
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iv)
Revenue is reasonably assured.
Recent Accounting Pronouncements
We have reviewed accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. We believe that the following impending standards may have an impact on our future filings. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration
In June 2011, the FASB issued ASU No. 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income. The objective of this Update is to improve the comparability, consistency, and transparency of financial reporting and to increase the prominence of items reported in other comprehensive income. To increase the prominence of items reported in other comprehensive income and to facilitate convergence of U.S. generally accepted accounting principles (GAAP) and International Financial Reporting Standards (IFRS), the FASB decided to eliminate the option to present components of other comprehensive income as part of the statement of changes in stockholders equity, among other amendments in this Update. The amendments require that all nonowner changes in stockholders equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In the two-statement approach, the first statement should present total net income and its components followed consecutively by a second statement that should present total other comprehensive income, the components of other comprehensive income, and the total of comprehensive income. The amendments in this Update should be applied retrospectively. For public entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The Company does not expect the provisions of ASU 2011-05 to have a material impact on the financial statements.
In May 2011, the FASB issued ASU 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The amendments in this Update are the result of the work by the FASB and the IASB to develop common requirements for measuring fair value and for disclosing information about fair value measurements in accordance with U.S. generally accepted accounting principles (GAAP) and International Financial Reporting Standards (IFRSs). The amendments in this Update explain how to measure fair value. They do not require additional fair value measurements and are not intended to establish valuation standards or affect valuation practices outside of financial reporting. The amendments in this Update are to be applied prospectively. For public entities, the amendments are effective during interim and annual periods beginning after December 15, 2011. The company does not expect the provisions of ASU 2011-04 to have a material effect on the financial statements.
In January 2010, the FASB issued ASU No. 2010-06, Fair Value Measurements and Disclosures ("ASU 2010-06"). This standard updates FASB ASC 820, Fair Value Measurements ("ASC 820"). ASU 2010-06 requires additional disclosures about fair value measurements including transfers in and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurements. It also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. The standard is effective for interim and annual reporting periods beginning after December 15, 2009 except for the disclosures about purchases, sales, issuances and settlements which is effective for fiscal years beginning after December 15, 2010 and for interim periods within those fiscal years. The Company has adopted ASU 2010-06; the adoption did not have a material impact on the financial statements.
Other recent accounting pronouncements issued by the FASB (including its EITF), the AICPA, and the SEC did not or are not believed by management to have a material impact on the Company's present or future financial statements.
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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 1,437,500 common shares at $0.04 per share for $57,500 in cash, for total proceeds of $67,500, being $3,438 for par value shares and $64,062 for capital in excess of par value. There were 3,437,500 common shares issued and outstanding at July 31, 2011 and April 30, 2011.
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
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 deferred tax assets arising as a result of net operation loss carryforwards have been offset completely by a valuation allowance due to the uncertainty of their utilization in future periods. Operating loss carryforwards generated during the period from March 29, 2010 (date of inception) through July 31, 2011 of $35,066 will begin to expire in 2030. Accordingly, deferred tax assets of approximately $12,300 (assuming an effective maximum statutory rate of 35%) were offset by the valuation allowance that increased by approximately $3,100 and $500 for the three months ended July 31, 2011 and 2010, respectively.
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 July 31, 2011 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 July 31, 2011.
NOTE 5.
DUE TO RELATED PARTY
As at July 31, 2011, 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 $641.
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 July 31, 2011, the Company had a loss from operations of $8,848, an accumulated deficit of $35,066, and working capital of $32,434 and has earned $31,700 in revenues since inception. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern.
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The Company depends upon capital to be derived from future financing activities such as subsequent offerings of its common stock or debt financing in order to operate and grow the business. There can be no assurance that the Company will be successful in raising such capital. The key factors that are not within the Company's control and that may have a direct bearing on operating results include, but are not limited to, acceptance of the Company's business plan, the ability to raise capital in the future, the ability to expand its customer base, and the ability to hire key employees to provide services. There may be other risks and circumstances that management may be unable to predict.
The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.
NOTE 7.
SUBSEQUENT EVENTS
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.
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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 10-K, as filed on July 29, 2011. You should carefully review the risks described in our 10-K 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.
Executive Summary
We have developed a web based business offering marketing and advertising solutions to prospects wishing to improve their online presence. The Company is virtual in nature, meaning that employees and contractors will primarily work from home, negating the need to retain formal office space. Our services are highly specialized and focus on website design, search engine optimization, as well as social media advertising through Twitter, Facebook, Google Plus, LinkedIn, and You Tube. Professional web designers, optimization technicians, and Google AdWord specialists are retained on a contractual basis and as demand requires. Supporting functions such as creative and graphic design work is also 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. This education also comes in the form of content managed websites.
There is a new generation of content managed web platforms that enable clients to have complete control over their own site to edit, change pictures, or add new web pages all together. These modern platforms are easy to use and to understand. They also form the cornerstone of our services in that all internet marketing efforts generally flow from a well-designed and optimized website. Empowering clients to take control over their own internet presence engages them, and allows enables us at NMIG to up sell our specialized services and marketing programs.
Strategic Initiatives
Fully optimized NMIG website: we are in the design process to launch our new and fully SEO friendly website. The site will be optimized to rank high on Google, Bing, and Yahoo organic searches in the states of Washington, Oregon, California, and Nevada. The site will be optimized for keywords such as Web Design Seattle, SEO services Las Vegas, or Social Media Marketing Portland. A total of 75
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keywords have been chosen and we expect to see our soon-to-be-launched site to reach first page organic rankings by September, 2011. Strong calls to action have been chosen for the site that will promote strong lead generation.
Direct Mail Campaign: a website-supported direct mail piece is in the final process for distribution to targeted Seattle, Portland, and Las Vegas businesses. The piece has a strong call to action to our soon-to-be-launched website, and stands alone well in describing our key services and programs.
Telemarketing: we are currently in talks with a Seattle-based telemarketing company that will follow up on our direct mail piece with our targeted Seattle, Portland, and Las Vegas businesses. Reference will be made to our mailer, and a low key approach will be transmitted to prospective clients in the form of a complimentary web site draft design offer, or a free 2 hour internet consultation.
Ad Tech New York: key NMIG staff is planning to attend and have a booth at the November 8-10 Ad Tech convention in New York. Ad tech is a premier internet marketing and technology convention that is held in venues all over the world. The event has tremendous educational and networking possibilities for NMIG, not only in the search for new customers, but also in the recruitment of new talent.
Mobile Technology and Tablets: NMIG is currently in the exploratory process of expanding our services to include smart phone marketing and web ipad-syle tablets. QR codes have been added to the array of services offered; QR codes enable customers to scan client ads using a bar code, and receive personalized messages, links to website URLs, or prompt a phone call directly to client businesses. . We hope to be able to launch these new services by November, 2011.
Results of Operations
The following summary of our results of operations should be read in conjunction with our audited financial statements for the year ended April 30, 2011.
Our operating results for the three months ended July 31, 2011 and 2010 are summarized as follows:
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| Three Months Ended July 31, 2011 |
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| Three Months Ended July 31, 2010 |
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| Revenue | $ | 3,775 |
| $ | - |
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| Expenses | $ | 12,623 |
| $ | 7,017 |
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| Net Loss | $ | (8,848 | ) | $ | (7,017 | ) |
Revenue
The Company earned its initial revenues starting in the third quarter of the fiscal year ended April 30, 2011. The revenues were from the sale of website designs, search engine optimization programs, and viral social media marketing campaigns, and were recognized upon the completion of these programs. We earned revenues of $27,925 for the year ended April 30, 2011 compared to revenues of $0.00 for the period from inception (March 29, 2010) to April 30, 2010. Increased revenues in 2011 can be attributed to increased awareness of New Medias services and expansion of our marketing efforts to new customers. We anticipate earning increased revenues in the upcoming fiscal year 2012.
Expenses
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Our total expenses for the three months ended July 31, 2011 and 2010 are outlined in the table below:
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| Three Months Ended July 31, 2011 |
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| Three Months Ended July 31, 2010 |
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| Selling and advertising | $ | 3,175 |
| $ | - |
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| General and administrative | $ | 1,693 |
| $ | 17 |
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| Professional fees | $ | 7,755 |
| $ | 7,000 |
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| Total | $ | 12,623 |
| $ | 7,017 |
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Selling and advertising expenses for the 3 months increased by $3,175, due to the increase spending to generate revenues.
Liquidity and Financial Condition
Working Capital
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| April 30, |
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| 2011 |
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| Decrease |
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Current Assets | $ | 40,308 |
| $ | 45,851 |
| $ | 5,543 |
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Current Liabilities | $ | 7,874 |
| $ | 4,569 |
| $ | 3,305 |
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Working Capital | $ | 32,434 |
| $ | 41,282 |
| $ | 8,848 |
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Cash Flows |
| Three Months |
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| Three Months |
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| Ended |
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| Ended |
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| July 31, |
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| July 31, |
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| 2011 |
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| 2010 |
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Net Cash Used in Operating Activities | $ | (668 | ) | $ | (3,517 | ) |
Net Cash Used by Investing Activities | $ | - |
| $ | - |
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Net Cash Provided by Financing Activities | $ | - |
| $ | 19,141 |
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Net Increase (Decrease) in Cash During the Period | $ | (668 | ) | $ | 15,624 |
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Liquidity and Capital Resources
We received our initial funding of $10,000 through the sale of common stock to David Carpenter, who purchased 1,000,000 shares of common stock at $0.005 on March 29, 2010, 1,000,000, and Mike Hay, who purchased 1,000,000 shares of common stock at $0.005 on May 10, 2010. In June 2010 we received $14,500 from 8 unrelated shareholders who purchased 362,500 shares of our common stock at $0.04 per share. From November 2010 to January 2011, we raised $43,000 from our post-effective amendment on Form S-1, from the sale of 1,075,000 shares to 24 unaffiliated investors. From inception until the date of this filing we have had limited operating activities. Our financial statements from inception (March 29, 2010) through the period ended July 31, 2011, reported revenues of $31,700 and a net loss of $35,066.
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Limited Operating History; Need for Additional Capital
The report of our auditors on our audited financial statements for the fiscal year ended April 30, 2011, contains a going concern qualification as we have suffered losses since our inception. We have minimal assets and have not yet established an ongoing source of revenues sufficient to cover our operating costs and allow it to continue as a going concern. Unless and until we commence material operations and achieve material revenues, we will remain dependent on financings to continue our operations.
There is no historical financial information about us on which to base an evaluation of our performance. We are a development stage company and have not generated revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to the price and cost increases in and services.
At present, we only have enough cash on hand to cover operating costs for the next 12 months.
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.
If we are unable to meet our needs for cash from either the money that we raised from our offering, or possible alternative sources, then we may be unable to continue, develop, and expand our operations.
We have no plans to undertake any product research and development during the next twelve months. There are also no plans or expectations to acquire or sell any plant or plant equipment in the first full year of operations.
Plan of Operation and Cash Requirements
New Media began selling its services in December 2010. Our plan of action over the next twelve months is to continue to market and sell our services and raise additional capital financing as necessary, to grow operations.
The success of our operations will be based on our ability to grow by financing the operation through internal cash flow or to raise funds through equity and/or debt financing to invest in marketing and sales of our services. The challenging markets for credit do create a condition where some of our marketing plans may have to be delayed if we are not able generate adequate capital. The availability of equity and/or debt financings remains uncertain.
We expect to continue a number of marketing initiatives that we started last quarter including the following:
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Continued development of a fully optimized website
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Extensive social media marketing including the leveraging of Facebook, Twitter, LinkedIn, and You Tube
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Facebook( https://www.facebook.com/pages/New-Media-Insight-Group/136275216429613)
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Twitter (http://twitter.com/NMIGroup)
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You Tube (http://www.youtube.com/user/NewMediaInsightGroup)
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Continued recruitment of talent (Craigslist listing)
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Networking for sales leads at local Seattle and Portland technology events
As our business is a marketing and advertising company, we are able to complete most of our marketing initiatives without incurring additional outside expenses by completing the work internally hence being able to keep our advertising and marketing costs to a minimum. Over the next 12 months, we anticipate that the company will require funds of approximately $25,000 to meet our working capital requirements.
In the event that we need additional funds in addition to the cash on hand, we will endeavour 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.
We do not anticipate hiring any staff during the next 12 months of operation, and will rely on the services of our officers and directors and outside contractors.
As a result of these initiatives if we are unable to increase sales and cash flow we may not have sufficient working capital to implement our strategy and we will be forced to scale down our business plan. Over time this could cause us to curtail or suspend our operations and may eventually cause our business to fail.
Going Concern
As of July 31, 2011, our company has a three month loss of $8,848 and an accumulated deficit of $35,006. Our company intends to fund operations through operational cash flow and equity/debt financing arrangements. These sources may be insufficient to fund its capital expenditures, working capital and other cash requirements for the future. 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 our 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.
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 4.
CONTROLS AND PROCEDURES
Evaluation of Our Disclosure Controls
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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 July 31, 2011, that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
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 July 31, 2011.
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: September 13, 2011
By:
/s/ David Carpenter
David Carpenter
President, Principal Executive and Financial Officer
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