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EX-3 - EXHIBIT 3.2 - BY-LAWS - Oxamedia Corpoxamediafms1_ex3z2.htm
EX-99 - EXHIBIT 99.1 - FORM OF SUBMISSION AGREEMENT - Oxamedia Corpoxamediafms1_ex99z1.htm
EX-23 - EXHIBIT 23.1 - CONSENT OF PR AUDITING, S.L.R. - Oxamedia Corpoxamediafms1_ex23z1.htm
EX-10 - EXHIBIT 10.1 - ACQUISITION AGREEMENT OF OXAMEDIA - Oxamedia Corpoxamediafms1_ex10z1.htm
EX-3 - EXHIBIT 3.1 - RESTATED & AMENDED CERTIFICATE OF INCORPORATION - Oxamedia Corpoxamediafms1_ex3z1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

  

FORM S-1

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

OXAMEDIA CORPORATION

(Exact name of registrant as specified in its charter)


Delaware

7310

27-2019170

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(IRS Employer

Identification Number)


55 S.E. 2nd Ave.

 Delray Beach, Florida 33444


Telephone:  (561) 921-1094

(Address, including zip code, and telephone number,

including area code, of Registrant’s principal executive offices)


With copies to:

David M. Bovi, Esq.

319 Clematis Street, Suite 700

West Palm Beach, Florida  33409

Telephone:  (561) 655-0665


Agent for Service:

 

The Corporation Trust Company

1209 Orange Street

Wilmington, Delaware 19801

Telephone:  (302) 658-7581

(Name, address, including zip code, and telephone

number, including area code, of agent for service)


As soon as practicable after the effective date of this Registration Statement

(approximate date of commencement

of proposed sale to the public)


 

If any securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: [ X ]

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  [  ]

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  [  ]

 




If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  [  ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company.  See 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

[  ]

Non-accelerated Filer

[  ]

  

Smaller reporting company

[X]

(Do not check if a smaller reporting company)

  

  



CALCULATION OF REGISTRATION FEE


Title of Each Class of
Securities to be Registered

Amount to be Registered

Proposed Maximum
Offering Price
Per Share (1)

Proposed
Maximum
Aggregate
Offering Price (2)

Amount of
Registration
Fee (3)

 

 

 

 

 

Shares of common stock ($0.0001 par value),to be registered by issuer

800,000 shares

$.50

$400,000

$38.46

Shares of common stock ($0.001 par value), to be registered by selling stockholders

7,509,000 shares

$.50

$3,380,250

$324.98

Total

 

 

$3,780,250

$363.44


1.

No current trading market exists for our common shares. The offering price has been arbitrarily determined by us and bears no relationship to assets, earnings or other objective valuation criteria. No assurance can be given that the shares offered hereby will have a market value or that they may be sold at this, or at any price.  

2.

Estimated in accordance with Rule 457(a) of the Securities Act of 1933, as amended, solely to compute the registration fee amount.

3.

Previously paid.


THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.


_____________________________________________________________________________________________


The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and we are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.


Subject to Completion

Dated _____, 2011


 




Prospectus

 

OXYMEDIA CORPORATION

 

8,309,000 shares of common stock

 

This is the initial public offering of shares of common stock of Oxamedia Corporation. Prior to this offering, there has been no public market for our common stock. We are offering on a best-efforts basis up to 800,000 shares of our common stock at a price of $.50 per share. We determined the offering price based upon several factors, including: (i) the risks we face as a business; (ii) prevailing market conditions, including the history and prospects for the industry in which we compete; (iii) our future prospects; and (iv) our capital structure.


If we succeed in selling all of the shares offered, we will receive $400,000 in proceeds before expenses but we cannot assure you that all or any of the shares will be sold. No minimum number of shares is required to be sold and no minimum amount of money is required to be raised from this offering.


Subscriptions for shares will be irrevocable, and subscription funds will only be returned if the subscription is rejected. No escrow account has been set up for this offering, so all subscription funds we receive from this offering will be placed directly into our corporate account for our immediate use.


We are offering the shares in a direct public offering without an underwriter. The shares will be sold directly through the efforts of our officers and directors. No underwriter or broker/dealer is involved in this offering and no commissions will be paid to any person in connection with this offering. This offering shall begin upon the effectiveness of the registration statement of which this prospectus is a part and will terminate on the earlier of: (i) the date when the sale of all 800,000 shares is completed, or (ii) 120 days from the effective date of this prospectus.


We are concurrently registering for resale up to an aggregate of 7,509,000 shares of our common stock to be sold by the selling stockholders named in this prospectus. We will not receive any proceeds from the sale of shares from the selling stockholders. The selling stockholders will sell shares at $.50 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. We cannot assure you of when, if ever, our stock will be listed on the OTC Bulletin Board or any other exchange. This secondary offering will terminate upon the earliest of (i) such time as all of the common stock has been sold pursuant to the registration statement or (ii) 180 days from the effective date of this prospectus.


The shares of our common stock offered pursuant to this prospectus will not be “Covered Securities” as that term is defined in Section 18(b) of the Securities Act of 1933, as amended, and therefore, will be subject to material restrictions and additional registration requirements and state law.  


This investment involves a high degree of risk.  See “Risk Factors” beginning on page 6 to read about risks you should consider before buying our common stock.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.  Any representation to the contrary is a criminal offense. 






1




TABLE OF CONTENTS

 

 

Page

 

 

Risk Factors

6

Special Note Regarding Forward Looking statements

21

Use of Proceeds

22

Determination of Offering Price

23

Dilution

24

Selling Security Holders

24

Plan of Distribution

26

Description of Securities to be Registered

29

Interests of Named Experts and Counsel

30

Description of Business

31

Description of Property

38

Legal Proceedings

38

Market for Common Equity and Related Stock Matters

39

Financial Statements

41

Management Discussion and Analysis of Financial Condition

86

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

89

Directors, Executive Officers, Promoters, and Control Persons

89

Executive Compensation

92

Principal Stockholders

93

Transactions with Related Persons, Promoters, and Certain Control Persons

94

  

You should rely only on the information contained in this prospectus. Oxamedia has not authorized anyone to provide you with information different from that contained in this prospectus.  The selling stockholders are offering to sell shares of Oxamedia’s common stock and seeking offers to buy shares of Oxamedia’s common stock only in jurisdictions where such offers and sales are permitted.  You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus.  Oxamedia’s business, financial condition, results of operations and prospects may have changed since that date.




2




PROSPECTUS SUMMARY

 

The following summary is a shortened version of more detailed information, exhibits and financial statements appearing elsewhere in this prospectus.  Prospective investors are urged to read this prospectus in its entirety.


Our Company


Oxamedia Corporation was incorporated in the State of Delaware on February 16, 2010 and is a start-up company. Pursuant to a stock purchase agreement, on July 25, 2011, Oxamedia Corporation acquired 100% of the issued quota interests (shares) of Oxamedia s.r.l., a limited liability company organized in accordance with the Company Law of Italy on September 1, 2010, whereby Oxamedia s.r.l. became a wholly owned subsidiary of Oxamedia Corporation. Unless the context otherwise requires, all references to the “Company,” “we,” “our” or “us” and other similar terms collectively means Oxamedia Corporation and Oxamedia s.r.l.


We provide online publishers and advertisers with innovative digital solutions by offering technologically advanced advertising tools through our ad network that is run on our exclusive proprietary platform named “AdConneXa,” located at www.OxaMedia.com. The key function of an ad network is the aggregation of ad space supply from publishers and matching it with advertiser demands. Our ad network is primarily involved in selling space for online ads. The online inventory we offer our clients comes in many different forms, including space on websites (banners, rich-media, video, etc), in RSS feeds, on blogs, in instant messaging applications, in e-mails, and on other sources. Our inventory space is primarily derived from third-party websites (i.e. publishers) who work with OxaMedia for either a fee or a share of the ad revenues.


Our company operates in Delray Beach, Florida and Verona, Italy and our market is composed of companies that want to advertise their business online and media publishers that want to display the advertiser’s ads on the Internet, with particular attention to North America, Latin America, Western Europe, Australia and New Zealand.


The online digital advertising market is experiencing explosive growth as a result of several factors, including (i) the lower cost of a digital campaign compared to any other media; (ii) the return on investment (ROI) for an advertiser can be easily calculated, monitored and tracked; and (iii) throughout the world, Internet connectivity is becoming cheaper and faster and the number of the Internet users increases daily, as well the number of the advertisers and publisher websites.


We plan to use the proceeds we raise from our initial public offering to maintain our AdConneXa software advertising platform, for marketing and sales, and for working capital.  We will not receive the entire $400,000 in gross proceeds unless the maximum number of shares is sold. Also, we will not receive any proceeds from the sale of shares from the selling stockholders.

 

Our principal executive offices are located at 55 S.E. 2nd Avenue, Delray Beach, Florida 33444 and our telephone number is (561) 921-1094.   

 

The Offering


Securities being offered to new and current investors:

  

Up to a maximum of 800,000 shares of common stock with no minimum purchase.

Securities being offered by selling stockholders:

  

7,509,000 shares of common stock (these shares are being registered by Oxamedia Corporation for resale on behalf of existing stockholders).

Offering price:

  

$.50



3






Offering period:

  

The securities being offered to new and current investors will terminate on the earlier of: (i) the date when the sale of all 800,000 shares is completed, or (ii) 120 days from the effective date of this prospectus. The securities being offered by selling stockholders will terminate on the earlier of (i) such time as all of the securities have been sold pursuant to the registration statement or (ii) 180 days from the effective date of this prospectus

Net proceeds to Oxamedia:

  

Up to a maximum of $342,500 (if all 800,000 shares offered by Oxamedia are sold).

Use of proceeds:

  

Maintain Software Advertising Platform, Marketing and Sales, Working Capital.

Number of shares outstanding before the offering:

  

15,322,500

Number of shares outstanding after the offering:

  

16,122,500


Summary Financial Information

 

The summary unaudited pro forma consolidated financial information presented below under the captions Statement of Income for the June 30, 2011 and December 31, 2010 and Balance Sheet Data as of June 30, 2011 and December 31, 2010 have been derived from our Aggregate Pro Forma Financial Statements included elsewhere in this prospectus. The summary unaudited pro forma consolidated financial information assumes that the July 25, 2011 stock purchase agreement whereby Oxamedia Corporation acquired 100% of the issued quota interests (shares) of Oxamedia s.r.l., occurred on December 31, 2010. The pro forma financial data is not comparable to our historical financial data. A more complete explanation of the pro forma data can be found in our unaudited aggregate pro forma financial statements and accompanying notes included elsewhere in this prospectus.

 

Statement of Income


 

 

 

 

June 30, 2011

 

December 31, 2010

Revenue

 

 

 

 

 

Sales

 

 

 

222,803 

 

98,816 

Other Income

 

 

396 

 

Total Revenue

 

 

223,199 

 

98,816 

Cost of Goods Sold

 

 

 

 

 

Cost of Sales

 

 

(109,348)

 

(51,577)

Total Cost of Goods Sold

 

 

(109,348)

 

(51,577)

Gross Income

 

 

113,851 

 

47,239 

 

 

 

 

 

 

 

SG&A

 

 

 

 

 

 

Selling, General & Administration Expenses

 

(151,508)

 

(48,658)

Management Fees

 

 

(35,981)

 

(6,977)

Amortization

 

 

(65)

 

Total SG&As

 

 

(187,554)

 

(55,635)




4




EBIT

 

 

 

(73,703)

 

(8,396)

Other Income (Expense)

 

 

 

 

 

Interest Expense

 

 

(2,890)

 

(303)

(Loss) Gain on Foreign Currency

 

58 

 

      Other

 

(25,000)

 

Total Other Income (Expense)

 

(27,832)

 

(6,699)

PBT

 

 

 

(101,535)

 

2,274 

Income Taxes

 

 

 

(2,525)

Deferred Taxes

 

 

 

604 

 

 

 

 

 

 

 

Profit After Taxes

 

 

(101,535)

 

(10,620)



Balance Sheet Data:


 

 

As of June 30, 2011

 

December 31, 2010

 

 

 

 

 

 

 

Current Assets

 

$

210,708 

 

$

191,001

Other Assets

 

 

1,966 

 

 

156

Total Assets

 

 

212,674 

 

 

191,157

 

 

 

 

 

 

 

Current Liabilities

 

S

140,119 

 

$

58,152

Long-Term Liabilities

 

133,018 

 

 

122,794

Total Liabilities

 

273,137 

 

 

180,946

 

 

 

 

 

 

 

Stockholders’ Equity

 

(60,463)

 

$

10,211




5



RISK FACTORS

 

An investment in the securities offered involves a high degree of risk and represents a highly speculative investment. In addition to the other information contained in this prospectus, prospective investors should carefully consider the following risks before investing in our common stock. If any of the following risks actually occur, our business, operating results and financial condition could be materially adversely affected. As a result, the price of our common stock could decline from the offer price and, if the common stock ever trades, the trading price could decline, and you may lose all or part of your investment in our common stock. The risks discussed below also include forward-looking statements, and our actual results may differ substantially from those discussed in these forward-looking statements. See “Special Note Regarding Forward Looking Statements” in this prospectus.


Additional risks and uncertainties not currently known to us or that we presently deem to be immaterial may also materially and adversely affect our business, prospects, financial condition, results of operations and value of our stock. You should not purchase the securities offered unless you can afford the loss of your entire investment.


Risks Related To Our Business


Our independent auditors have expressed substantial doubt about our ability to remain as a going concern.


Our independent auditors state in their audit report dated September 14, 2011 included with this prospectus that since we have suffered a loss from operations and our total liabilities exceeds our total assets there is a substantial doubt about our ability to continue as a going concern. This going concern opinion may negatively impact our ability to obtain additional funding or funding on terms attractive to us. If we are unable to continue as a going concern, you will lose your entire investment.


As a start-up company, an investment in our Company is considered a high-risk investment whereby you could lose your entire investment.


We have recently commenced operations and, therefore, we are considered a “start-up” company.  We are incurring significant expenses in the implementation of our business plan.  As an investor, you should be aware of the difficulties, delays, and expenses normally encountered by an enterprise in its start-up stage, many of which are beyond our control, including unanticipated developmental expenses, employment costs, and advertising and marketing expenses.  We cannot assure you that our business operations as described in this prospectus will prove successful, or that we will ever be able to operate profitably.  If we cannot operate profitably, you could lose your entire investment.


We have a history of losses since our inception which may continue and cause investors to lose their entire investment.  

 

Our pro forma financial statements indicate we have incurred net losses amounting to $101,535 for the period from inception to June 30, 2011.  Because of these conditions, we will require additional working capital to further develop our business operations.  We have not achieved profitability and we can give no assurances that we will achieve profitability within the foreseeable future, as we fund operating and capital expenditures, in such areas as sales and marketing and research and development.  We cannot assure investors that we will ever achieve or sustain profitability or that our operating losses will not increase in the future.  If we continue to incur losses, we will not be able to fund any of our sales and marketing and research and development activities, and we may be forced to cease our operations.  If we are forced to cease operations, investors will lose the entire amount of their investment.


If advertising on the Internet loses its appeal, our revenue could decline.


Our business model may not continue to be effective in the future for a number of reasons, including the following: click and conversion rates have always been low and may decline as the number of advertisements and ad formats on the Internet increases; Internet users can install "filter" software programs which allow them to prevent advertisements from appearing on their computer screens or in their email boxes; Internet advertisements are, by their nature, limited in content relative to other media; companies may be reluctant or slow to adopt online



6



advertising that replaces, limits or competes with their existing direct marketing efforts; companies may prefer other forms of Internet advertising we do not offer, including certain forms of search engine placements and social media; regulatory actions may negatively impact certain business practices that we currently rely on to generate a portion of our revenue and profitability; and perceived lead quality. If the number of companies who purchase online advertising from us does not grow, we may experience difficulty in attracting publishers, and our revenue could decline.


Our revenue could decline if we fail to effectively manage our existing advertising space and our growth could be impeded if we fail to acquire new advertising space.


Our success depends in part on our ability to effectively manage our existing advertising space as well as successfully access advertising space available on ad exchanges and through ad network optimization service providers. The publishers that list their unsold advertising space with us are not bound by long-term contracts that ensure us a consistent supply of advertising space, which we sometimes refer to as inventory. In addition, publishers can change the amount of inventory they make available to us at any time. If a publisher decides not to make advertising space from its websites available to us, we may not be able to replace this advertising space with advertising space from other publishers that have comparable traffic patterns and user demographics quickly enough to fulfill our advertisers' requests. This would result in lost revenue.


We expect that our advertiser customers' requirements will become more sophisticated as the Internet continues to mature as an advertising medium. If we fail to manage our existing advertising space effectively to meet our advertiser customers' changing requirements, our revenue could decline. Our growth depends, in part, on our ability to expand our advertising inventory within our networks and to have access to new sources of advertising inventory such as ad exchanges. To attract new customers, we must maintain a consistent supply of attractive advertising space. Our success relies in part on expanding our advertising inventory by selectively adding new publishers to our networks that offer attractive demographics, innovative and quality content and growing Internet user traffic and email volume. Our ability to attract new publishers to our networks and to retain publishers currently in our networks will depend on various factors, some of which are beyond our control. These factors include, but are not limited to: our ability to introduce new and innovative products and services, our ability to efficiently manage our existing advertising inventory, our pricing policies, and the cost-efficiency to publishers and email list owners of outsourcing their advertising sales. In addition, the number of competing intermediaries that purchase advertising inventory from publishers continues to increase. We cannot assure you that the size of our advertising inventory will increase or remain constant in the future.


If the technology that we currently use to target the delivery of online advertisements and to prevent fraud on our networks is restricted or becomes subject to regulation, our expenses could increase and we could lose customers or advertising inventory.


Websites typically place small files of non-personalized (or "anonymous") information, commonly known as cookies, on an Internet user's hard drive. Cookies generally collect information about users on a non-personalized basis to enable websites to provide users with a more customized experience. Cookie information is passed to the website through an Internet user's browser software. We currently use cookies, along with other technologies, as set forth in our privacy policies, for purposes that include, without limitation, improving the experience Internet users have when they see Internet advertisements, advertising campaign reporting, website reporting and to monitor and prevent fraudulent activity on our networks. Most currently available Internet browsers allow Internet users to modify their browser settings to prevent cookies from being stored on their hard drive, and some users currently do so. Internet users can also delete cookies from their hard drives at any time. Some Internet commentators and privacy advocates have suggested limiting or eliminating the use of cookies, and legislation has been introduced in some jurisdictions to regulate the use of cookie technology. The effectiveness of our technology could be limited by any reduction or limitation in the use of cookies. If the use or effectiveness of cookies were limited, we expect that we would need to switch to other technologies to gather demographic and behavioral information. While such technologies currently exist, they may be less effective than cookies. We also expect that we would need to develop or acquire other technology to monitor and prevent fraudulent activity on our networks. Replacement of cookies could require reengineering time and resources, might not be completed in time to avoid losing customers or advertising inventory, and might not be commercially feasible. Our use of cookie technology or any other



7



technologies designed to collect Internet usage information may subject us to litigation or investigations in the future. Any litigation or government action against us could be costly and time consuming, could require us to change our business practices and could divert management's attention.


If we fail to compete effectively against other Internet advertising companies, we could lose customers or advertising inventory and our revenue and results of operations could decline.


The Internet advertising markets are characterized by rapidly changing technologies, evolving industry standards, frequent new product and service introductions, and changing customer demands. The introduction of new products and services embodying new technologies and the emergence of new industry standards and practices could render our existing products and services obsolete and unmarketable or require unanticipated technology or other investments. Our failure to adapt successfully to these changes could harm our business, results of operations and financial condition.


The market for Internet advertising and related products and services is highly competitive. We expect this competition to continue to increase, in part because there are no significant barriers to entry to our industry. Increased competition may result in price reductions for advertising space, reduced margins and loss of market share. Our principal competitors include other companies that provide advertisers with performance-based Internet advertising solutions and companies that offer pay-per-click search services. We compete in the performance-based marketing segment with CPL and CPA performance-based companies, and with other large Internet display advertising networks. In addition, we compete in the online comparison shopping market with focused comparison shopping websites, and with search engines and portals such as Yahoo!, Google and MSN, and with online retailers such as Amazon.com and eBay. Large websites with brand recognition, such as Yahoo!, Google, AOL and MSN, have direct sales personnel and substantial proprietary online advertising inventory that may provide competitive advantages compared to our networks, and they have a significant impact on pricing for online advertising overall. These companies have longer operating histories, greater name recognition and have greater financial, technical, sales, and marketing resources than we have. Further, Google, Yahoo! and Microsoft have made acquisitions to put them in direct competition with a number of our offerings.


Competition for advertising placements among current and future suppliers of Internet navigational and informational services, high-traffic websites and Internet service providers ("ISPs"), as well as competition with other media for advertising placements, could result in significant price competition, declining margins and reductions in advertising revenue. In addition, as we continue our efforts to expand the scope of our Internet services, we may compete with a greater number of publishers and other media companies across an increasing range of different Internet services, including in vertical markets where competitors may have advantages in expertise, brand recognition and other areas. If existing or future competitors develop or offer products or services that provide significant performance, price, creative or other advantages over those offered by us, our business, results of operations and financial condition could be negatively affected. We also compete with traditional advertising media, such as direct mail, television, radio, cable, and print, for a share of advertisers' total advertising budgets. Many current and potential competitors enjoy competitive advantages over us, such as longer operating histories, greater name recognition, larger customer bases, greater access to advertising space on high-traffic websites, and significantly greater financial, technical, sales, and marketing resources. As a result, we may not be able to compete successfully. If we fail to compete successfully, we could lose customers or advertising inventory and our revenue and results of operations could decline.


Our services may become obsolete and unmarketable if we are unable to respond adequately to rapidly changing technology and customer demands.

 

Our services may quickly become obsolete and unmarketable. Our future success will depend on our ability to adapt to technological advances, anticipate customer demands, develop new products and enhance our current products on a timely and cost-effective basis. We may be unsuccessful in responding to technological developments and changing customer needs. In addition, our applications and services offerings may become obsolete due to the adoption of new technologies or standards.

 



8



We may experience technical or other difficulties that could delay or prevent the development, introduction or marketing of new products or enhanced versions of existing products. Also, we may not be able to adapt new or enhanced services to emerging industry standards, and our new products may not be favorably received by our target market.


Should any of our principal operating contracts be cancelled, our operations will be negatively impacted.


We are highly dependent on our principal operating contracts to effectively operate our business. We have executed contracts with DoubleClick AdExchange and Google Content Network, to distribute any kind of premium display campaigns. We also have access as a buyer and a seller to the OpenX AdExchange.  In order to access the RightMedia Adexchange (an industry leader in its field), we signed contracts with HarrenMedia and Matomy (direct RightMedia partners) to sell all the publishers’ inventory not sold to direct advertisers.  Additionally, the Company entered into a contract with Nataffiliation SA, which guarantees our advertisers campaigns in all of Europe (19 countries).  Should any of these contracts be cancelled, our operations will be negatively impacted.


Our quarterly operating results may fluctuate making it difficult to predict our financial performance.


Our revenue and operating results may vary significantly from quarter to quarter due to a variety of factors, many of which are beyond our control. You should not rely on period-to-period comparisons of our results of operations as an indication of our future performance. The factors that may affect our quarterly operating results include, but are not limited to, the following:


·

macroeconomic conditions in North America, Latin America and Western Europe;

·

fluctuations in demand for our advertising solutions or changes in customer contracts;

·

fluctuations in click, lead, action, impression, and conversion rates;

·

fluctuations in the amount of available advertising space, or views, on our networks;

·

the timing and amount of sales and marketing expenses incurred to attract new advertisers;

·

fluctuations in sales of different types of advertising; for example, the amount of advertising sold at higher rates rather than lower rates;

·

fluctuations in the cost of online advertising;

·

seasonal patterns in Internet advertisers' spending;

·

changes in our pricing and publisher compensation policies, the pricing and publisher compensation policies of our competitors, the pricing and publisher compensation policies of our advertiser customers, or the pricing policies for advertising on the Internet generally;

·

changes in the regulatory environment, including regulation of advertising on the Internet, that may negatively impact our marketing practices;

·

possible impairments of the recorded amounts of goodwill, intangible assets, or other long-lived assets;

·

the timing and amount of expenses associated with litigation, regulatory investigations or restructuring activities, including settlement costs and regulatory penalties assessed related to government enforcement actions;

·

the adoption of new accounting pronouncements, or new interpretations of existing accounting pronouncements, that impact the manner in which we account for, measure or disclose our results of operations, financial position or other financial measures;

·

the loss of, or a significant reduction in business from, large customers resulting from, among other factors, the exercise of a cancellation clause within a contract, the non-renewal of a contract or an advertising insertion order, or shifting business to a competitor when the lack of an exclusivity clause exists;

·

fluctuations in levels of professional services fees or the incurrence of non-recurring costs;

·

deterioration in the credit quality of our accounts receivable and an increase in the related provision;

·

changes in tax laws or our interpretation of tax laws, changes in our effective income tax rate or the settlement of certain tax positions with tax authorities as a result of a tax audit; and

·

costs related to acquisitions of technologies or businesses.




9



Expenditures by advertisers also tend to be cyclical, reflecting overall economic conditions as well as budgeting and buying patterns. Any decline in the economic prospects of advertisers or the economy generally may alter advertisers' current or prospective spending priorities, or may increase the time it takes us to close sales with advertisers, and could materially and adversely affect our business, results of operations, cash flows, and financial condition.


We could be adversely affected by the devaluation of the U.S. Dollar against the Euro and could be adversely affected by the rate of inflation in the European Union.


All of our revenues and long term debt are currently generated in Euros. In the future, we expect some of our revenues will be generated in U.S. Dollars. As a result, inflation in the European Union and/or the devaluation of the U.S. dollar in relation to the Euro will have the effect of increasing the cost in U.S. dollars of financing expenses; hence, our U.S. dollar-measured results of operations will be adversely affected. Because exchange rates between the Euro and the U.S. dollar fluctuate continuously, exchange rate fluctuations will have an impact on our profitability and period-to-period comparisons of our results of operations once we begin generating revenue in U.S. Dollars.


Our international operations subject us to additional risks and uncertainties.


We initiated our business operations through our wholly-owned subsidiary in Italy. International operations present unique challenges and risks to our Company. Compliance with complex foreign and U.S. laws and regulations that apply to our international operations increases our cost of doing business in international jurisdictions and could interfere with our ability to offer our products and services to one or more countries or expose us or our employees to fines and penalties. These laws and regulations include, but are not limited to, content requirements, tax laws, data privacy and filtering requirements, U.S. laws such as the Foreign Corrupt Practices Act, and local laws prohibiting corrupt payments to governmental officials. Violations of these laws and regulations could result in monetary damages, criminal sanctions against us, our officers, or our employees, and prohibitions on the conduct of our business. Our international operations also subject us to additional foreign currency exchange rate risks and will require additional management attention and resources. Our international operations subject us to other inherent risks, including, but not limited to:


·

the impact of recessions in economies outside of the United States;

·

changes in and differences between regulatory requirements between countries;

·

U.S. and foreign export restrictions, including export controls relating to encryption technologies;

·

reduced protection for and enforcement of intellectual property rights in some countries;

·

potentially adverse tax consequences;

·

difficulties and costs of staffing and managing foreign operations;

·

political and economic instability;

·

tariffs and other trade barriers; and

·

seasonal reductions in business activity.


Our failure to address these risks adequately could materially and adversely affect our business, revenue, results of operations, cash flows and financial condition.


We may engage in future acquisitions that could disrupt our business, dilute stockholder value and harm our business, operating results or financial condition.


 

We may pursue acquisition opportunities in the future in order to grow our operations and strengthen our competitive position. We have not made any material acquisitions to date and, therefore, our ability as an organization to make and integrate significant acquisitions is unproven. Moreover, acquisitions involve numerous risks, including:


·

an inability to locate a suitable acquisition candidate or technology or acquire a desirable candidate or technology on favorable terms;



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·

difficulties in integrating personnel and operations from the acquired business or acquired technology with our existing technology and products and in retaining and motivating key personnel from the business;

·

disruptions in our ongoing operations and the diversion of our management’s attention from their day-to-day responsibilities associated with operating our business;

·

increases in our expenses that adversely impact our business, operating results and financial condition;

·

potential write-offs of acquired assets and increased amortization expense related to identifiable assets acquired; and

·

potentially dilutive issuances of equity securities or the incurrence of debt.


Any acquisition we complete may not ultimately strengthen our competitive position or achieve our goals, or such an acquisition may be viewed negatively by our customers, stockholders or the financial markets.


We will incur significant costs complying with our obligations as a reporting issuer, which will decrease our profitability.


Upon the effectiveness of our registration statement, we will elect to file periodic reports with the Securities and Exchange Commission, including financial statements and disclosure regarding changes in our operations. In order to comply with these requirements, our independent registered public accounting firm will have to review our financial statements on a quarterly basis and audit our financial statements on an annual basis. Moreover, our legal counsel will have to review and assist in the preparation of such reports. The costs charged by these professionals for such services cannot be accurately predicted at this time because factors such as the number and type of transactions that we engage in and the complexity of our reports cannot be determined at this time and will have a major affect on the amount of time to be spent by our auditors and attorneys. However, we estimate that these costs will exceed $50,000 per year for the next few years. Those fees will be higher if our business volume and activity increases.  Those obligations will reduce our resources to fund our operations and may prevent us from meeting our normal business obligations. Compliance costs will be charged to operations and will negatively impact our profitability.


Several states have implemented or proposed regulations that impose sales tax on certain e-commerce transactions involving the use of affiliate marketing programs.


In 2008, the state of New York implemented regulations that require advertisers to collect and remit sales taxes on sales made to residents of New York if the affiliate/publisher that facilitated that sale is a New York-based entity. In addition, several other states, including California, have proposed similar regulations, although most of the regulations proposed by these other states have not passed. While the New York sales tax requirement is not expected to have a material impact on our Make Money Forever Program segment of our operations, we are unable to determine the impact on the Make Money Forever Program segment of our business if other states adopt similar requirements.


Risks Related To Our Management


Our executive officers have other business interests and plan to devote only 10-15 hours of their time per week to the development of our Company, which may result in periodic interruptions, delays and even business failure.


Our executive officers, Risto Bozharov and Veronika Putovà have other business interests, which may create conflicts of interests that could materially harm us. Each officer has indicated they plan to devote 10-15 hours per week to the development of our business. We are entirely dependent upon the efforts of our officers. If any of our officers are unable to devote sufficient time to our development, it would have a significant impact upon our business operations and may result in our business to fail.




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If we fail to retain our key personnel, we may not be able to achieve our anticipated level of growth and our business could suffer.

 


Our future depends, in part, on our ability to attract and retain key personnel. Our future also depends on the continued contributions of our key personnel, each of whom would be difficult to replace. In particular, Risto Bozharov, our Chief Executive Officer, Veronika Putovà, our Chief Operating Officer, and Giovanna Colombo, our Chief of Sales, are critical to the management of our business and operations and the development of our strategic direction. The loss of the services of any of these key personnel and the process to replace any of our key personnel would involve significant time and expense and may significantly delay or prevent the achievement of our business objectives. Our anticipated growth could strain our personnel resources and infrastructure, and if we are unable to implement appropriate controls and procedures to manage our anticipated growth, our business may suffer.


 

We are anticipating a period of rapid growth in our operations, which may place, to the extent that we are able to sustain such growth, a significant strain on our management and our administrative, operational and financial reporting infrastructure.


Our success will depend in part on the ability of our senior management to manage this expected growth effectively. To do so, we believe we will need to continue to hire, train and manage new employees as needed. If our new hires perform poorly, or if we are unsuccessful in hiring, training, managing and integrating these new employees, or if we are not successful in retaining our existing employees, our business may be harmed. To manage the expected growth of our operations and personnel, we will need to continue to improve our operational and financial controls and update our reporting procedures and systems. The expected addition of new employees and the capital investments that we anticipate will be necessary to manage our anticipated growth will increase our cost base, which will make it more difficult for us to offset any future revenue shortfalls by reducing expenses in the short term. If we fail to successfully manage our anticipated growth, our business may suffer.


We do not have compensation or an audit committee, so stockholders will have to rely on our board of directors to perform these functions.  


We do not have an audit or compensation committee comprised of independent directors. These functions are performed by all of the members of our board of directors. Until we have an audit committee, there may less oversight of management decisions and activities and little ability for minority stockholders to challenge or reverse those activities and decisions, even if they are not in the best interests of minority stockholders.


If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or to prevent fraud.

 

The United States Securities and Exchange Commission, as required by Section 404 of the Sarbanes-Oxley Act of 2002, adopted rules requiring every public company to include a management report on such company's internal controls over financial reporting in its annual report, which contains management’s assessment of the effectiveness of our internal controls over financial reporting.  At the time we become a public company we will have these internal controls in place and effective.  However, as a result of our limited management depth and due to our operations being conducted primarily in Europe, we may have difficulty in implementing our internal controls over its financial reporting.  Furthermore, during the course of the evaluation, documentation and attestation, we may identify deficiencies that management may not be able to remedy in time to meet the deadline imposed by the Sarbanes-Oxley Act for compliance with the requirements of Section 404.  If we fail to achieve and maintain the adequacy of our internal controls, we may not be able to conclude that we have effective internal controls, on an ongoing basis, over financial reporting in accordance with the Sarbanes-Oxley Act.  Moreover, effective internal controls are necessary for our Company to produce reliable financial reports and are important to help prevent fraud.  As a result, our failure to achieve and maintain effective internal controls over financial reporting could result in the loss of investor confidence in the reliability of our financial statements, which in turn could harm our business and negatively impact the trading price of our shares of common stock.




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Our officers and directors own a controlling interest in our voting stock and investors will not have any voice in our management, which could result in decisions adverse to our general stockholders.


Our officers and directors, in the aggregate, beneficially own approximately 50.99% of our outstanding common shares on a fully diluted basis.  As a result, these stockholders, acting together, will have the ability to control substantially all matters submitted to our stockholders for approval including:

 

·

election of our board of directors;

·

removal of any of our directors;

·

amendment of our Certificate of Incorporation or By-laws; and

·

adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.


As a result of their ownership and positions, our officers and directors collectively are able to influence all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. The interests of these persons may differ from the interests of the other stockholders, and they may influence decisions with which the other stockholders may not agree. Such decisions may be detrimental to our business operations and they may cause our business to fail in which case you may lose your entire investment.

Our executive management team currently resides outside of the United States, and as a result it may be difficult for a stockholder to enforce their rights against them or enforce United States court judgments against them in Italy.


Our executive management team currently resides in Italy and substantially all of Oxamedia’s assets may be located in Italy.  As a result, it may be difficult for United States investors to enforce their legal rights, to effect service of process upon our executive management team or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties of our directors and officers under federal securities laws.  Further, it is unclear if extradition treaties now in effect between the United States and Italy would permit effective enforcement of criminal penalties of the federal securities laws.


Our executive officers lack experience in management of reporting companies.


Neither Risto Bozharov nor Veronka Putovà have experience in running a public company that is a reporting company with the United States Securities and Exchange Commission.  This lack of experience may cause delayed filings, increases the risk of being suspended for trading by FINRA because of late filings, being subjected to civil penalties and having the market price of the Company’s common stock decrease in value due to these and other factors related to lack of experience with reporting companies.


Risks Related To Our Systems


We do not currently have any general liability insurance to protect us in case of customer or other claims.


 

We do not have any general liability insurance to cover any potential claims to which we are exposed. Any imposition of liability would increase our operating losses and reduce our net worth and working capital.


We do not have a disaster recovery system, which could lead to service interruptions and result in a loss of customers.

 

 

We do not have any disaster recovery systems. In the event of a disaster in which our software or hardware are irreparably damaged or destroyed, we would experience interruptions in access to our services. Any or all of these events could cause our customers to lose access to our products.




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Our facilities and systems are vulnerable to natural disasters and other unexpected events and any of these events could result in an interruption of our service offerings.

 

We depend on the efficient and uninterrupted operations of our third-party data centers and hardware systems. The data centers and hardware systems are vulnerable to damage from earthquakes, tornados, hurricanes, fire, floods, power loss, telecommunications failures and similar events. If any of these events results in damage to our third-party data centers or systems, we may be unable to provide services to our customers until the damage is repaired, and may accordingly lose clients and revenues. In addition, subject to applicable insurance coverage, we may incur substantial costs in repairing any damage.


System failures could reduce the attractiveness of our service offerings, which could cause us to suffer a decline in revenues and profitability.

 

We provide publishers and advertisers with innovative digital solutions by offering technologically  advanced advertising tools through our proprietary technology and client management systems. The satisfactory performance, reliability and availability of the technology and the underlying network infrastructure are critical to our operations, level of client service, reputation and ability to attract and retain clients. We have experienced periodic interruptions, affecting all or a portion of our systems, which we believe will continue to occur from time to time. We are not aware of any loss of customers due to material service interruptions. However any systems damage or interruption that impairs our ability to adequately serve our customers could result in an immediate loss of revenue to us, and could cause some clients to purchase services offered by our competitors. In addition, frequent systems failures could harm our reputation.  Some factors that could lead to interruptions in customer service include:  operator negligence; improper operation by, or supervision of, employees; physical and electronic break-ins; misappropriation; computer viruses and similar events; power loss; computer systems failures; and Internet and telecommunications failures. We do not carry sufficient business interruption insurance to fully compensate us for losses that may occur.


A rapid expansion of our network and systems could cause our network or systems to fail or cause our network to lose data.

 

In the future, we may need to expand our network and systems at a more rapid pace than we have in the past. We may suddenly require additional bandwidth for which we have not adequately planned. We may secure an extremely large customer, group of customers, or experience demands for growth by an existing customer or set of customers that would require significant system resources. Our network or systems may not be capable of meeting the demand for increased capacity, or we may incur additional unanticipated expenses to accommodate such capacity constraints. In addition, we may lose valuable data or our network may temporarily shut down if we fail to expand our network to meet future requirements. Any disruption in our network processing or loss of data may damage our reputation and result in the loss of customers.


Any significant disruption in service on our website or in our computer systems, or in our customer support services, could reduce the attractiveness of our products and result in a loss of customers.


 

The satisfactory performance, reliability and availability of our technology and our underlying network infrastructure are critical to our operations, level of customer service, reputation and ability to attract new customers and retain existing customers. Our production system hardware and the disaster recovery operations for our production system hardware are co-located in third-party hosting facilities. None of the companies who host our systems guarantee that our customers’ access to our products will be uninterrupted, error-free or secure. Our operations depend on their ability to protect their and our systems in their facilities against damage or interruption from natural disasters, power or telecommunications failures, air quality, temperature, humidity and other environmental concerns, computer viruses or other attempts to harm our systems, criminal acts and similar events. In the event that our arrangements with third-party data centers are terminated, or there is a lapse of service or damage to their facilities, we could experience interruptions in our service as well as delays and additional expense in arranging new facilities. Any interruptions or delays in access to our services, whether as a result of a third-party error, our own error, natural disasters or security breaches, whether accidental or willful, could harm our relationships with customers and our reputation. Also, in the event of damage or interruption, our insurance policies may not adequately compensate us for any losses that we may incur. These factors could damage our brand and



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reputation, divert our employees’ attention, reduce our revenue, subject us to liability and cause customers to cancel their accounts, any of which could adversely affect our business, financial condition and results of operations.


 

Government enforcement actions, changes in government regulation, technical proposals and industry standards, including, but not limited to, spyware, privacy and email matters, could decrease demand for our products and services and increase our costs of doing business.


Laws and regulations that apply to Internet communications, commerce and advertising are becoming more prevalent. These regulations could affect the costs of communicating on the Internet and could adversely affect the demand for our advertising solutions or otherwise harm our business, results of operations and financial condition. The United States Congress has enacted Internet legislation regarding children's privacy, copyrights, sending of commercial email (e.g., the Federal CAN-SPAM Act of 2003), and taxation. The United States Congress has passed legislation regarding spyware (i.e., H.R. 964, the "Spy Act of 2007") and the New York Attorney General's office has also pursued enforcement actions against companies in this industry. In addition, on December 1, 2010, the FTC issued its long-awaited staff report criticizing industry self-regulatory efforts as too slow and lacking adequate protections for consumers and emphasizing a need for simplified notice, choice and transparency to the consumer of the collection, use and sharing of their data. The FTC suggests various methods and measures, including an implementation of a "Do Not Track" mechanism—likely a persistent setting on consumers' browsers—that consumers can choose whether to allow the tracking of their online searching and browsing activities. As a result of the report, some of the browser makers have been working on their own do-not-track technical solutions, notably Microsoft Internet Explorer, Mozilla Firefox and Google Chrome. Microsoft's Internet Explorer 9 offers a tracking protection feature that doesn't allow for tracking by allowing Internet users to download tracking protection block lists which consequently block any third-party domain included in such block lists from serving content. This content-blocking feature, depending on the adoption by Internet users, may adversely affect our ability to grow our company, maintain our current revenues and profitability, serve and monetize content and utilize our behavioral targeting platform. Legislatively, congressman within the House and the Senate are looking to introduce bills regarding the privacy of online and offline data. Other laws and regulations have been adopted and may be adopted in the future, and may address issues such as user privacy, spyware, "do not email" lists, pricing, intellectual property ownership and infringement, copyright, trademark, trade secret, export of encryption technology, acceptable content, search terms, lead generation, behavioral targeting, taxation, and quality of products and services. This legislation could hinder growth in the use of the Internet generally and adversely affect our business. Moreover, it could decrease the acceptance of the Internet as a communications, commercial and advertising medium. We do not use any form of spam or spyware.


We could be subject to legal claims, government enforcement actions and damage to our reputation and held liable for our or our customers' failure to comply with federal, state and foreign laws, regulations or policies governing consumer privacy, which could materially harm our business.


Recent growing public concern regarding privacy and the collection, distribution and use of information about Internet users has led to increased federal, state and foreign scrutiny and legislative and regulatory activity concerning data collection and use practices. The United States Congress currently has pending legislation regarding privacy and data security measures. Any failure by us to comply with applicable federal, state and foreign laws and the requirements of regulatory authorities may result in, among other things, indemnification liability to our customers and the advertising agencies we work with, administrative enforcement actions and fines, class action lawsuits, cease and desist orders, and civil and criminal liability. Recently, class action lawsuits have been filed alleging violations of privacy laws by ISPs. The European Union's directive addressing data privacy limits our ability to collect and use information regarding Internet users. These restrictions may limit our ability to target advertising in most European countries. Our failure to comply with these or other federal, state or foreign laws could result in liability and materially harm our business.


In addition to government activity, privacy advocacy groups and the technology and direct marketing industries are considering various new, additional or different self-regulatory standards. This focus, and any legislation, regulations or standards promulgated, may impact us adversely. Governments, trade associations and industry self-regulatory groups may enact more burdensome laws, regulations and guidelines, including consumer privacy laws, affecting our customers and us. Since many of the proposed laws or regulations are just being



15



developed, and a consensus on privacy and data usage has not been reached, we cannot yet determine the impact these proposed laws or regulations may have on our business. However, if the gathering of profiling information were to be curtailed, Internet advertising would be less effective, which would reduce demand for Internet advertising and harm our business.


Third parties may bring class action lawsuits against us relating to online privacy and data collection. We disclose our information collection and dissemination policies, and we may be subject to claims if we act or are perceived to act inconsistently with these published policies. Any claims or inquiries could be costly and divert management's attention, and the outcome of such claims could harm our reputation and our business.


Our customers are also subject to various federal and state laws concerning the collection and use of information regarding individuals. These laws include the Children's Online Privacy Protection Act, the Federal Drivers Privacy Protection Act of 1994, the privacy provisions of the Gramm-Leach-Bliley Act, the Federal CAN-SPAM Act of 2003, as well as other laws that govern the collection and use of consumer credit information. We cannot assure you that our customers are currently in compliance, or will remain in compliance, with these laws and their own privacy policies. We may be held liable if our customers use our technologies in a manner that is not in compliance with these laws or their own stated privacy policies.


If we are unable to protect the confidentiality of our unpatented proprietary information, processes and know-how and our trade secrets, the value of our technology and services could be adversely affected.


 

We rely upon unpatented proprietary technology, processes and know-how and trade secrets. Although we try to protect this information in part by executing confidentiality agreements with our employees, consultants and third parties, such agreements may offer only limited protection and may be breached. Any unauthorized disclosure or dissemination of our proprietary technology, processes and know-how or our trade secrets, whether by breach of a confidentiality agreement or otherwise, may cause irreparable harm to our business, and we may not have adequate remedies for any such breach. In addition, our trade secrets may otherwise be independently developed by our competitors or other third parties. If we are unable to protect the confidentiality of our proprietary information, processes and know-how or our trade secrets are disclosed, the value of our technology and services could be adversely affected, which could negatively impact our business, financial condition and results of operations.


Because we have not filed for patent protection of our technologies, we face the risk of our technologies not being adequately protected.


We have not applied for patent protection of our licensed technologies or processes either internationally or with the US Patent and Trademark Office. As a result, we may be unable to adequately protect our intellectual property, especially if the designs and materials used in our products are replicated by our competitors. Further, even if we file for patent protection, there is no assurance that it will be approved internationally or by the US Patent and Trademark Office.


If a third party asserts that we are infringing its intellectual property, whether successful or not, it could subject us to costly and time-consuming litigation or require us to obtain expensive licenses, and our business may be adversely affected.


 

The software and Internet industries are characterized by the existence of a large number of patents, trademarks and copyrights and by frequent litigation based on allegations of infringement or other violations of intellectual property rights. Third parties may assert patent and other intellectual property infringement claims against us in the form of lawsuits, letters or other forms of communication. These claims, whether or not successful, could:

 

·

divert management’s attention;

·

result in costly and time-consuming litigation;

·

require us to enter into royalty or licensing agreements, which may not be available on acceptable terms, or at all;

·

in the case of open source software-related claims, require us to release our software code under the terms of an open source license; or



16



·

require us to redesign our software and services to avoid infringement.



As a result, any third-party intellectual property claims against us could increase our expenses and adversely affect our business. In addition, many of our agreements with our channel partners require us to indemnify them for third-party intellectual property infringement claims, which would increase the cost to us resulting from an adverse ruling on any such claim. Even if we have not infringed any third parties’ intellectual property rights, we cannot be sure our legal defenses will be successful, and even if we are successful in defending against such claims, our legal defense could require significant financial resources and management time. Finally, if a third party successfully asserts a claim that our products infringe its proprietary rights, royalty or licensing agreements might not be available on terms we find acceptable or at all and we may be required to pay significant monetary damages to such third party.


Risks Related To Our Securities and This Offering


We may need additional capital in the future, which may not be available to us on favorable terms, or at all, and may dilute your ownership of our common stock.


 We have historically relied on outside financing and cash from operations to fund our operations, capital expenditures and expansion. We may require additional capital from equity or debt financing in the future to:


·

Fund our operations;

·

Respond to competitive pressures;

·

Take advantage of strategic opportunities, including more rapid expansion of our business or the acquisition of complementary products, technologies or businesses; and

·

develop new products or enhancements to existing products.


We may not be able to secure timely additional financing on favorable terms, or at all. The terms of any additional financing may place limits on our financial and operating flexibility. If we raise additional funds through issuances of equity, convertible debt securities or other securities convertible into equity, our existing stockholders could suffer significant dilution in their percentage ownership of our company, and any new securities we issue could have rights, preferences and privileges senior to those of our common stock. If we are unable to obtain adequate financing or financing on terms satisfactory to us, if and when we require it, our ability to grow or support our business and to respond to business challenges could be significantly limited.


Our quarterly results may fluctuate and if we fail to meet the expectations of analysts or investors, our stock price could decline substantially.

 


Our quarterly operating results may fluctuate, and if we fail to meet or exceed the expectations of securities analysts or investors, the trading price of our common stock could decline. Some of the important factors that could cause our revenue and operating results to fluctuate from quarter to quarter include:


 

·

our ability to retain existing customers, attract new customers and satisfy our customers’ requirements;

·

general economic conditions;

·

changes in our pricing policies;

·

our ability to expand our business;

·

the effectiveness of our personnel;

·

new product and service introductions;

·

technical difficulties or interruptions in our services;

·

the timing of additional investments in our hardware and software systems;

·

regulatory compliance costs;

·

costs associated with future acquisitions of technologies and businesses; and

·

extraordinary expenses such as litigation or other dispute-related settlement payments.

 




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Some of these factors are not within our control, and the occurrence of one or more of them may cause our operating results to vary widely. As such, we believe that quarter-to-quarter comparisons of our revenue and operating results may not be meaningful and should not be relied upon as an indication of future performance.


We may expand through acquisitions of, or investments in, other companies or through business relationships, all of which may divert our management’s attention, resulting in additional dilution to our stockholders and consumption of resources that are necessary to sustain our business.

 

One of our business strategies is to acquire competing or complementary services, technologies or businesses in the future. We also may enter into relationships with other businesses in order to expand our service offerings, which could involve preferred or exclusive licenses, additional channels of distribution or discount pricing or investments in other companies.


Our completed acquisitions and any future acquisition, investment or business relationship may result in unforeseen operating difficulties and expenditures. In particular, we may encounter difficulties assimilating or integrating the acquired businesses, technologies, products, personnel or operations of the acquired companies, particularly if the key personnel of the acquired company choose not to work for us and we may have difficulty retaining the customers of any acquired business due to changes in management and ownership. Acquisitions may also disrupt our ongoing business, divert our resources and require significant management attention that would otherwise be available for ongoing development of our business. Moreover, we cannot assure you that the anticipated benefits of any acquisition, investment or business relationship would be realized or that we would not be exposed to unknown liabilities, nor can we assure you that we will be able to complete any acquisitions on favorable terms or at all. In connection with one or more of those transactions, we may:


·

issue additional equity securities that would dilute our stockholders;

·

use cash that we may need in the future to operate our business;

·

incur debt on terms unfavorable to us or that we are unable to repay;

·

incur large charges or substantial liabilities;

·

encounter difficulties retaining key employees of the acquired company or integrating diverse business cultures;

·

become subject to adverse tax consequences, substantial depreciation or deferred compensation charges; and

·

encounter unfavorable reactions from investment banking market analysts who disapprove of our completed acquisitions.


Our board of directors has the authority, without stockholder approval, to issue preferred stock with terms that may not be beneficial to existing common stockholders and with the ability to affect adversely stockholder voting power and perpetuate their control over us.


Our second amended and restated certificate of incorporation allows us to issue shares of preferred stock without any vote or further action by our common or preferred stockholders. Our board of directors has the authority to fix and determine the relative rights and preferences of preferred stock. Our board of directors also has the authority to issue preferred stock without further stockholder approval, including large blocks of preferred stock. As a result, our board of directors could authorize the issuance of a series of preferred stock that would grant to holders the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock or other preferred stockholders and the right to the redemption of the shares, together with a premium, prior to the redemption of our common stock or existing preferred shares.


Preferred stock could be used to dilute a potential hostile acquirer. Accordingly, any future issuance of preferred stock or any rights to purchase preferred shares may have the effect of making it more difficult for a third party to acquire control of us. This may delay, defer or prevent a change of control or an unsolicited acquisition proposal. The issuance of preferred stock also could decrease the amount of earnings attributable to, and assets available for distribution to, the holders of our common stock and could adversely affect the rights and powers, including voting rights, of the holders of our common stock and preferred stock.




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No public trading market for our securities currently exists and if a trading market does not develop, purchasers of our securities may have difficulty selling their shares.


There is currently no established public trading market for our securities and an active trading market in our securities may not develop or, if developed, may not be sustained.  We intend to apply for admission to quotation of our securities on the OTC Bulletin Board.  If for any reason our securities are not quoted on the OTC Bulletin Board or a public trading market does not otherwise develop, purchasers of the securities may have difficulty selling their shares should they desire to do so.  No market makers have committed to becoming market makers for our common shares and it may be that none will do so. As a result, you should purchase shares only as a long-term investment, and you must be prepared to hold your shares for an indefinite period of time.


If our common stock is quoted on the Over the Counter Bulletin Board we will be subject to the SEC’s “Penny Stock” Rules and the trading market in our common shares would be limited.


Our common stock is not listed on any national securities exchange or the NASDAQ stock market, nor is it quoted on the OTC Bulletin Board or any other quotation medium. Upon the effectiveness of our registration statement registering the securities in this offering, we intend to have a registered broker-dealer submit an application for a quotation of our common stock on the OTC Bulletin Board. We cannot assure you that we will be successful in our application, however, if we receive approval for quotation on the OTC Bulletin Board our common shares will be regarded as a “penny stock,” since our shares are not listed on a national stock exchange or quoted on the NASDAQ Market within the United States, to the extent the market price for our shares is less than $5.00 per share.  The SEC has adopted regulations that generally define a "penny stock" to be any equity security other than a security excluded from such definition by Rule 3a51-1 under the Securities Exchange Act of 1934, as amended.  For the purposes relevant to our Company, it is any equity security that has a market price of less than $5.00 per share, subject to certain exceptions.


The penny stock rules require a broker-dealer to deliver a standardized risk disclosure document prepared by the SEC, to provide the customer with additional information including current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, monthly account statements showing the market value of each penny stock held in the customer's account, and to make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction.  To the extent these requirements may be applicable they will reduce the level of trading activity in the secondary market for our common stock and may severely and adversely affect the ability of broker-dealers to sell your common stock.


Financial Industry Regulatory Authority (FINRA) sales practice requirements may limit your ability to buy and sell our shares.


FINRA rules require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares, depressing our share price.


United States state securities laws may limit secondary trading, which may restrict the states in which and conditions under which you can sell the shares offered by this prospectus.


There is no public market for our securities, and there can be no assurance that any public market will develop in the foreseeable future. Secondary trading in securities sold in this offering will not be possible in any state in the U.S. unless and until the common shares are qualified for sale under the applicable securities laws of the state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in such state. There can be no assurance that we will be successful in registering or qualifying our securities for secondary trading, or identifying an available exemption for secondary trading in our securities in



19



every state.  If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading of, the securities in any particular state, the securities could not be offered or sold to, or purchased by, a resident of that state.  In the event that a significant number of states refuse to permit secondary trading in our securities, the market for our securities could be adversely affected.


The market price of our shares would decline if the selling stockholders sell a large number of shares all at once or in blocks.


The selling stockholders are offering 7,509,000 shares of common stock through this prospectus.  They must sell these shares at a fixed price of $.50 until such time as they are quoted on the OTC Bulletin Board or other quotation system or stock exchange.  Our common stock is presently not traded on any market or securities exchange, but should a market develop, shares sold at a price below the current market price at which the common stock is trading will cause that market price to decline.  Moreover, the offer or sale of large numbers of shares at any price have a depressive effect on the price of our common stock in any market that may develop.


The market price of our shares would decline if our restricted stockholders sell a large number of shares.


A total of 15,322,500 shares have been issued to the existing stockholders, a total of 7,509,000 shares are being offered on behalf of the selling stockholders, and 7,813,500 shares are restricted securities, as that term is defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Act. Under Rule 144, such shares can be publicly sold, subject to volume restrictions and certain restrictions on the manner of sale, commencing six months after their acquisition. Any sale of restricted shares held by the existing stockholders after applicable restrictions expire may have a depressive effect on the price of our common stock in any market that may develop.


The investors may sustain a loss of their investment based on the offering price of our common stock.


The price of our common stock in this offering has not been determined by any independent financial evaluation, market mechanism or by our auditors, and is therefore, arbitrary.  Because we have no significant operating history and have generated limited revenues to date, the price of our common stock is not based on past earnings, nor is the price of our common stock indicative of the current market value of the assets owned by us.  As a result, the price of the common stock in this offering may not reflect how the stock is received on the market. There can be no assurance that the shares offered hereby are worth the price for which they are offered and investors may therefore lose a portion or all of their investment.


You may have limited access to information regarding our business and our securities would not be eligible for quotation on the OTC Bulletin Board, if our obligation to file periodic reports with the SEC is automatically suspended under certain circumstances.


As of the effective date of this prospectus, we will file periodic reports with the Securities and Exchange Commission as required under Section 15(d). In the future, Section 15(d) reporting requirements would be automatically suspended for any fiscal year, except for the fiscal year in which such registration statement becomes effective, if, at the beginning of the fiscal year, we have has fewer than 300 stockholders. We currently have fewer than 300 stockholders. If we continue to have fewer than 300 stockholders, we will be exempt from the filing requirements as required pursuant to Section 13 of the Securities Exchange Act and will not be required to file any periodic reports, including Form 10Q and 10K filings, with the SEC subsequent to the Form 10K required for the fiscal year in which our registration statement is effective.


Filing a registration statement on Form 8-A will require us to continue to file quarterly and annual reports with the SEC and will also subject us to the proxy rules of the SEC. In addition, our officers, directors and 10% stockholders will be required to submit reports to the SEC on their stock ownership and stock trading activity. We intend to file a Form 8-A promptly after this registration statement becomes effective to register our common stock under Section 12(g) of the Exchange Act, but there can be no assurance we will do so. We also intend to file a Form 8-A in the event we are automatically suspended from the Section 15(d) reporting requirements to voluntarily subject ourselves to the reporting requirements and so that we can be eligible for quotation on the OTC Bulletin Board.



20




If we cease filing periodic reports for any reason, investors would have very limited access to information about our business and we would not be eligible to be quoted on the OTC Bulletin Board, which may reduce the value of your shares and also affect your ability to sell your shares.


This offering is on a best efforts basis with no minimum amount required to be raised and we can accept your investment funds at anytime without any other investment funds being raised.


No minimum amount of investment funds are required to be raised before we can accept your investment funds.  This is a best efforts offering with no stated minimum. No investment funds will be placed in an escrow account pending the attainment of a minimum amount of investment proceeds.  Once we accept your investment funds we will be under no obligation to return such funds to you even if no other investment funds are raised in this offering. Our inability to raise sufficient funds pursuant to this offering may negatively impact our business operations.


Subscribers to this offering will suffer immediate and substantial dilution.


If you purchase common stock in this offering, you will pay more for your shares than the amounts paid by existing stockholders for their shares. As a result, you will incur immediate and substantial dilution of net tangible book value of $0.466 per share, representing the difference between the initial public offering price of $.50 per share, and our pro forma net tangible book value of $0.034 per share as of June 30, 2011, after giving effect to this offering and assuming a 100% subscription to this offering. See “Dilution” on page 24 for more information.


We do not intend to pay cash dividends on our shares of common stock but rather, we intend to finance the development and expansion of our business, delaying or perhaps preventing investors from receiving a return on their shares.


Because we do not intend to pay any cash dividends on our shares of common stock, our stockholders will not be able to receive a return on their shares unless they sell them. We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them at a price higher than that which they initially paid for such shares.

  

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS


We have made statements in this Prospectus, including under “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Description of Business” and elsewhere that constitute forward-looking statements. Forward-looking statements involve risks and uncertainties, such as statements about our plans, objectives, expectations, assumptions or future events. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “we believe,” “we intend,” “may,” “should,” “will,” “could” and similar expressions denoting uncertainty or an action that may, will or is expected to occur in the future. These statements involve estimates, assumptions, known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from any future results, performances or achievements expressed or implied by the forward-looking statements.


Examples of forward-looking statements include:


·

the timing of the development of future products;

·

projections of costs, revenue, earnings, capital structure and other financial items;

·

statements of our plans and objectives;

·

statements regarding the capabilities of our business operations;

·

statements of expected future economic performance;

·

statements regarding competition in our market; and

·

assumptions underlying statements regarding us or our business.



21




The ultimate correctness of these forward-looking statements depends upon a number of known and unknown risks and events. We discuss our known material risks under the heading “Risk Factors” above. Many factors could cause our actual results to differ materially from the forward-looking statements. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.


The forward-looking statements speak only as of the date on which they are made, and, except as required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.


You should also assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.


USE OF PROCEEDS

 

The following table indicates the use of proceeds based on the percentage of the financing that is successfully sold.

 

 

 

Sale of 100%

 

Sale of 75%

 

Sale of 50%

 

Sale of 25%

Gross Proceeds

  

400,000

 

300,000

 

200,000

 

100,000

Number of Shares Sold

  

800,000

 

600,000

 

400,000

 

200,000

Less expenses of offering:

  

 

 

 

 

 

 

 

Legal and Registration Fees

$

35,000

 

35,000

 

35,000

 

35,000

Accounting and Auditing

$

18,500

 

18,500

 

18,500

 

18,500

Electronic Filing and Printing

$

2,500

 

2,500

 

2,500

 

2,500

Transfer Agent

$

1,500

 

1,500

 

1,500

 

1,500

Total Offering Expenses

$

57,500

 

57,500

 

57,500

 

57,500

Net Proceeds

$

342,500

 

242,500

 

142,500

 

42,500

 

 

 

 

 

 

 

 

 

Use of net proceeds

  

 

 

 

 

 

 

 

Maintain Software Advertising Platform

$

25,000

 

25,000

 

15,000

 

10,000

Marketing and Sales

$

100,000

 

75,000

 

50,000

 

10,000

Working Capital

$

217,500

 

142,500

 

77,500

 

22,500


Analysis of Financing Scenarios


After deduction of $57,500 for estimated offering expenses including legal and registration fees, accounting and auditing, electronic filing and printing, and transfer agent, the net proceeds from this offering may be as much as $342,500, assuming all 800,000 shares are sold.  However, we cannot assure you that any of these shares will be sold.  We will use the proceeds (i) to maintain our software advertising platform as state of the art in the industry, (ii) for marketing programs to expand our operations and launch business in new countries, and (iii) for general working capital, which includes administrative/office expenses and professional, legal and other related fees.



22



 

If this offering is fully subscribed for, we expect to have sufficient funds to cover our anticipated costs during the next 12 months. If only a portion of the offering is completed, the funds will be allocated as set out above in the Use of Proceeds table, and we may have to raise additional funds pursuant to equity offerings or debt offerings. If we are required to raise additional funds in the future, we cannot assure you that we can successfully do so in a timely manner or on suitable terms. The cost of debt financing could be high, which may prevent us from earning a profit and the cost of equity financing could be substantially dilutive to our stockholders. If we are unable to raise necessary funds in a timely manner or on suitable terms, our business could fail and investors could lose their entire investment.


We will have broad discretion in allocating a substantial portion of the proceeds of this offering. The table above represents our best estimate of the allocation of the net proceeds of this offering based upon the current status of our business; but our estimates may prove to be inaccurate. We based our estimates on various assumptions, including our anticipated sales and marketing expenditures, general operating expenses and revenues.  If any of these factors change, we may find it necessary to reallocate a portion of the proceeds within the above-described categories.  We may undertake new activities that will require considerable additional expenditures, or unforeseen expenses may occur. Also, if our plans change or our assumptions prove to be inaccurate, we may need to seek additional financing sooner than currently anticipated or to curtail our operations.

We will invest proceeds not immediately required for the purposes described above principally in United States government securities, short-term certificates of deposit, money market funds or other short-term interest bearing investments. There have been no services performed, and we do not anticipate that there will be any, by our officers, directors, principal stockholders, their affiliates or associates that will be reimbursed with proceeds from this offering.

Our Company will not receive any proceeds from the sale of shares of common stock being offered by the selling stockholders.   


 

DETERMINATION OF OFFERING PRICE


There is no established public market for our common stock.  The offering price and other terms and conditions relative to our shares of common stock have been arbitrarily determined by us and do not necessarily bear any relationship to assets, earnings, book value or any other objective criteria of value. No investment banker, appraiser or other independent, third party has been consulted concerning the offering price for the shares or the fairness of the price used for the shares. Accordingly, the offering price should not be considered an indication of the actual value of our securities.


We considered several factors to determine the initial public offering price of the shares, including the following: (i) the risks we face as a business; (ii) prevailing market conditions, including the history and prospects for the industry in which we compete; (iii) our future prospects; and (iv) our capital structure.


We cannot assure you that a public market for our common stock will ever be listed for trading or trade at a price higher than the offering price in this offering.


Our Company is also registering for resale on behalf of selling stockholders up to 7,509,000 shares of common stock, which may be sold by the selling stockholders by means of this prospectus.  We will not participate in the resale of shares by selling security holders and our Company will not receive any proceeds from the sale of shares of common stock being offered by the selling stockholders.  


The selling stockholders will sell shares at $.50 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. We cannot assure you of when, if ever, our stock will be listed on the OTC Bulletin Board or any other exchange. The offering price for the shares offered by the selling stockholders does not bear any relationship to our Company’s assets, book value, earnings, or other established criteria for valuing a privately held company.  Accordingly, the offering price should not be



23



considered an indication of the actual value of our common stock nor should the offering price be regarded as an indicator of the future market price of our common stock.   


DILUTION


Dilution represents the difference between the offering price of the common stock and the net tangible book value per share immediately after completion of this offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets.  Dilution will occur as a result of the substantial disparity between the offering price of the common stock and the effective cash cost to acquire the common stock paid by existing stockholders prior to this offering.  You will suffer substantial dilution in the purchase price of your stock compared to the net tangible book value per share immediately after the purchase.


The calculations below are based upon 15,322,500 shares of common stock issued and outstanding and, a pro forma net tangible book value of $211,037, or $0.014 per share of common stock as of June 30, 2011. The immediate dilution in value represents the difference between the offering price and the net tangible book value per share immediately after the completion of the public offering. It is determined by subtracting net tangible book value per share after the offering from the amount paid by stockholders purchasing shares in this offering for a share of common stock.


The following tables illustrate the dilution of new investors in this offering.

 

Percentage of the offering sold

100%

 

75%

 

50%

 

25%

Shares of common stock issued and outstanding

16,122,500  

 

15,922,500  

 

15,722,500  

 

15,522,500  

Public offering price per share of common stock

$

0.50  

 

$

0.50  

 

$

0.50  

 

$

0.50  

Net tangible book value per share prior to offering

$

0.014  

 

$

0.014  

 

$

0.014  

 

$

0.014  

Increase per share attributable to new investors

$

0.020  

 

$

0.014  

 

$

0.008  

 

$

0.002  

Net tangible book value per share after offering

$

0.034  

 

$

0.028  

 

$

0.022  

 

$

0.016  

Dilution per share to new investors

$

0.466  

 

$

0.472  

 

$

0.478  

 

$

0.484  

Percentage dilution to new investors

93.2%

 

94.4%

 

95.6%

 

96.8%


The 7,509,000 shares of common stock to be sold by the selling stockholders are already issued and outstanding; therefore, purchasers of these shares will not experience any dilution in connection with the purchase price of their shares of common stock.

 

SELLING STOCKHOLDERS


The selling stockholders named in the table below are offering 7,509,000 of their 15,322,500 shares of the common stock offered through this prospectus.  The table assumes that all of the securities offered for sale will be sold in this offering. However, any or all of the securities listed below may be retained by any of the selling security holders; accordingly, no accurate estimate can be made of the quantity of securities that will be held by the selling security holders upon termination of this offering.  Until a public market is established for our common stock, the selling stockholders will be offering their shares at the offering price of $.50. We will not receive any proceeds from the sale of the securities by the selling security holders. 


Name of Selling Stockholder

Shares Owned Before the
Offering

Total Number of Shares to be
Offered for the Security Holder’s Account

Total Shares
Owned After
the Offering is Complete

Percentage of Shares Owned After the Offering is Complete

Baldazzi, Ettore

748,500

748,500

0

0

Baldazzi, Marco

748,500

748,500

0

0

Colombo, Giovanna

307,500

307,500

0

0

Manarini, Massimo

748,500

748,500

0

0



24






Moretti, Stefano

748,500

748,500

0

0

Novellini, Enrico

457,500

457,500

0

0

Pizzoli, Giovanna S.

748,500

748,500

0

0

Rossato, Guerrina

748,500

748,500

0

0

Rebonato, Carla

748,500

748,500

0

0

Stillman, Debbie

748,500

748,500

0

0

Stillman, Reid

748,500

748,500

0

0

Zorzi, Stefano

7,500

7,500

0

0

 

 

 

 

 

Total

7,509,000

7,509,000

0

0%

 

To the best of our knowledge and belief:


a)

all of the shares of common stock are beneficially owned by the registered stockholders;

b)

unless otherwise indicated in this prospectus, none of the selling stockholders holds any position or office with our Company;

c)

unless otherwise indicated in this prospectus, none of the selling stockholders has any material relationship with our Company;

d)

the registered stockholders each have the sole voting and dispositive power over their shares;

e)

there are no voting trusts or pooling arrangements in existence;

f)

no group has been formed for the purpose of acquiring, voting or disposing of the security;

g)

none of the selling stockholders are broker-dealers or affiliates of a broker-dealer;

h)

all of the selling stockholders acquired their shares in non-public transactions that satisfied the provisions of Section 4(2) and/or Rule 506 of Regulation D;

i)

Ettore Baldazzi and Marco Baldazzi are brothers who do not share the same household; and

j)

Debbie Stillman and Reid Stillman are mother and son who do not share the same household.


Future Sales by Stockholders


The 7,509,000 shares of common stock offered for sale by the selling stockholders pursuant to this prospectus will be freely tradable without restrictions upon the effectiveness of the registration statement.

The remaining 7,813,500 shares owned by the selling stockholders are not registered pursuant to this prospectus and are subject to the limitations imposed by Rule 144. In general, under Rule 144 as currently in effect, once our Company has been subject to public company reporting requirements for at least 90 days, a person who is not deemed to have been one of our affiliates for purposes of the Securities Act at any time during 90 days preceding a sale and who has beneficially owned the shares proposed to be sold for at least six months, including the holding period of any prior owner other than our affiliates, is entitled to sell such shares without complying with the manner of sale, volume limitation or notice provisions of Rule 144, subject to compliance with the public information requirements of Rule 144. If such a person has beneficially owned the shares proposed to be sold for at least one year, including the holding period of any prior owner other than our affiliates, then such person is entitled to sell such shares without complying with any of the requirements of Rule 144.

In general, under Rule 144, as currently in effect, our affiliates or persons selling shares on behalf of our affiliates are entitled to sell, within any three-month period beginning 90 days after the date of this prospectus, a number of shares that does not exceed the greater of:


·

1% of the number of shares of common stock then outstanding, which will equal approximately 161,225 shares immediately after this offering; or


·

the average weekly trading volume of the common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.


Sales under Rule 144 by our affiliates or persons selling shares on behalf of our affiliates are also subject to certain manner of sale provisions and notice requirements and to the availability of current public information about our Company.



25




When the shares become eligible to be sold pursuant to Rule 144 and if we are able to obtain approval for our shares to be quoted on the OTC Bulletin Board, then sales of large amounts of shares that may be sold in the future could have a significant depressive effect on the market value of our shares. This would therefore reduce new investors' ability to sell their shares into the market and negatively impact their ability to receive either a return on their investment or the amount invested.



PLAN OF DISTRIBUTION


We intend to distribute the shares being offered pursuant to this prospectus pursuant to the following two plans of distribution:


1.

A self-underwritten initial public offering of new shares; and

2.

A secondary offering of outstanding shares owned by selling stockholders.


Our common stock is not listed on any national securities exchange or the NASDAQ stock market, nor is it quoted on the OTC Bulletin Board or any other quotation medium. Upon the effectiveness of our registration statement registering the securities in this offering, we intend to have a registered broker-dealer submit an application for a quotation of our common stock on the OTC Bulletin Board; however, we cannot assure you that our securities will ever become qualified for quotation on the OTC Bulletin Board or any other quotation medium. Accordingly, our shares should be considered illiquid, which inhibits investors’ ability to resell their shares.


Self-Underwritten Initial Public Offering


We are offering on a self underwritten best-efforts basis up to 800,000 shares of our common stock at the price of $.50 per share. If we sell all of the shares offered, we will receive $400,000 in proceeds, but since this offering is conducted as a self-underwritten offering, we cannot assure you that all or any of the shares will be sold. If we fail to sell all of the shares we are offering, our ability to implement our business plan will be materially affected, and you may lose all or substantially all of your investment.  No minimum number of shares of common stock must be sold in this offering for us to accept your subscription and retain your funds. Neither Oxamedia nor any officer or director of Oxamedia, nor any other person, will pay commissions or other fees, directly or indirectly, to any person or firm in connection with solicitation of the sales of the shares.


Shares will be sold to friends, family, business acquaintances and other contacts.  The intended methods of communication with potential investors include, without limitation, telephone and personal contacts.


This self-underwritten initial public offering shall begin upon the effectiveness of the registration statement of which this prospectus is a part and will terminate 120 days thereafter.


We will sell the shares of common stock in this offering through the efforts of our officers and directors: Bozharov Risto and Veronika Putovà.   None of these persons will register as broker/dealers under Section 15 of the Securities Exchange Act of 1934 in reliance upon Rule 3a4-1.  Rule 3a4-1 sets forth the conditions under which persons associated with an issuer may participate in the offering of the issuer’s securities and not be deemed to be a broker/dealer.  The conditions are that:


1.

The person is not statutory disqualified, as that term is defined in Section 3(a)(39) of the Exchange Act, at the time of his participation;

2.

The person is not compensated in connection with his participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities;

3.

The person is not at the time of their participation, an associated person of a broker/dealer;

4.

The person meets the conditions of Paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that he (A) primarily performs, or is intended primarily to perform at the end of the offering, substantial duties for or on behalf of the issuer otherwise than in connection with transactions in securities; and (B) is not a broker or dealer, or an associated person of a broker or dealer, within the preceding twelve (12)



26



months; and (C) does not participate in selling and offering of securities for any issuer more than once every 12 months other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).


Each of Risto Bozharov and Veronika Putovà satisfy all of the conditions above. Further, they have each been advised of the provisions of Rule 3a4-1 under the Exchange Act and will conduct this offering in accordance with Rule 3a4-1, upon reliance of this rule.  Failure by any of these persons to conduct this offering in violation of Rule 3a4-1 could subject them, and our Company, to enforcement proceedings, fines and sanctions by the Securities and Exchange Commission and by the regulatory authorities of any state or province in which our securities are offered.


Shares will be sold to friends, family, business acquaintances and other contacts of Risto Bozharov and Veronika Putovà.  They intend to contact potential investors, among other methods, via telephone, email and personal meetings.  Most, if not all, offers to potential investors pursuant to this prospectus are expected to be made to persons who reside outside of the United States.


Each of Risto Bozharov and Veronika Putovà, as well all current stockholders, may purchase securities in this offering upon the same terms and conditions as public investors.   Any purchases of securities in this offering by any of these purchasers will be for investment and not for resale. If any such purchases trigger a material change, we will promptly file a post effective amendment to this prospectus and our registration statement.  


No broker or dealer is participating in this offering or is acting as an underwriter of this offering.  If, for some reason, our directors and stockholders were to determine that the participation of a broker or dealer is necessary, we will promptly file a post effective amendment to amend this offering which will disclose the details of our amended plan of distribution, including the fact that the broker or dealer is acting as an underwriter of this offering.  This amendment would also detail the proposed compensation to be paid to any such broker or dealer.  The post effective amendment would also extend an offer of rescission to any investors who subscribed to this offering before the broker or dealer was named.  Additionally, FINRA’s corporate finance department must issue a “no objection” position on the terms of the underwriting compensation before the broker-dealer may participate in the offering.

 

If you decide to subscribe for securities in this offering, you must


1.

Complete, sign and deliver a subscription agreement in the form attached as Exhibit 99.1, and

2.

Deliver a check or certified funds made payable to “Oxamedia Corporation” for acceptance or rejection.


Subscriptions for the securities in this offering are irrevocable once made, and your funds will only be returned to you if we reject your subscription. No escrow account has been set up for this offering, so all funds we receive from this offering will be placed directly into our corporate account for our immediate use.


We have the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. All monies from rejected subscriptions will be returned immediately by us to the subscriber, without interest or deductions. Subscriptions for securities will be accepted or rejected within 48 hours after we receive them. Within 10 days of accepting a subscription, we will deliver to you via courier a copy of the accepted and signed subscription agreement, along with a share certificate representing the shares subscribed for.


Secondary Offering of Shares Owned by Selling stockholders


The selling stockholders are offering up to 7,509,000 shares of common stock. The selling stockholders will offer their shares at $.50 per share, in one or more private transactions, including block transactions, until our shares are quoted on the OTC Bulletin Board, or any other quotation medium, if ever, and thereafter at prevailing market prices or privately negotiated prices.  The selling stockholders are required to comply with: (i) the prospectus delivery requirements; and (ii) the applicable “blue sky” laws of the various states, in connection with the sale of their shares in this offering. We will receive no proceeds from the sale of the selling stockholder’s shares in this offering.




27



This secondary offering shall begin upon the effectiveness of the registration statement of which this prospectus is a part and will terminate upon the earliest of (i) such time as all of the common stock has been sold pursuant to the registration statement or (ii) 180 days from the effective date of this prospectus.


The selling stockholders will act independently of our Company in making decisions with respect to the timing, manner, and size of each sale or sale related transfer. The selling stockholders may sell their shares in one or more transactions that may take place in the over-the-counter market, including broker’s transactions, or privately negotiated transactions. A selling stockholder may also resell all of any portion of their shares that qualify for sale pursuant to Rule 144 under the Securities Act rather than pursuant to this Prospectus.


The selling stockholders may sell their shares directly to market makers acting as principals or brokers or dealers, who may act as agent or acquire the common stock as a principal.  Any broker or dealer participating in such transactions as agent may receive a commission from the selling stockholders, or, if they act as agent for the purchaser of such common stock, from such purchaser.  The selling stockholders will likely pay the usual and customary brokerage fees for such services. Brokers or dealers may agree with the selling stockholders to sell a specified number of shares at a stipulated price per share and, to the extent such broker or dealer is unable to do so acting as agent for the selling stockholders, to purchase, as principal, any unsold shares at the price required to fulfill the respective broker’s or dealer’s commitment to the selling stockholders.


Brokers or dealers who acquire shares as principals may thereafter resell such shares from time to time in transactions in a market or on an exchange, in negotiated transactions or otherwise, at market prices prevailing at the time of sale or at negotiated prices, and in connection with such re-sales may pay or receive commissions to or from the purchasers of such shares.  These transactions may involve cross and block transactions that may involve sales to and through other brokers or dealers.  If applicable, the selling stockholders may distribute shares to one or more of their partners who are unaffiliated with our Company.  Such partners may, in turn, distribute such shares as described above. We cannot assure you that all or any of the securities offered pursuant to this offering will be sold by the selling stockholders.


The selling stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales.  In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.  Brokers, dealers, or agents participating in the distribution of the shares may receive compensation in the form of discounts, concessions or commissions from the selling stockholders and/or the purchasers of shares for whom such broker-dealers may act as agent or to whom they may sell as principal, or both (which compensation as to a particular broker-dealer may be in excess of customary commissions). Neither the selling stockholders nor we can presently estimate the amount of such compensation.


We will bear all costs relating to the registration of the common stock owned by the selling stockholders.  The selling stockholders, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of the common stock.


Each selling stockholder has informed us that they do not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute their common stock. We are not aware of any underwriting or other arrangements between the selling stockholders and any other stockholder, broker, dealer or agent relating to the sale or distribution of the shares.


Regulation M


During the offering period described herein, we are required to comply with Regulation M.  In general, Regulation M precludes any selling security holder, any affiliated purchasers, and any broker-dealer or other person who participates in a distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase, any security which is the subject of the distribution until the entire distribution is complete.  


Each of the selling stockholders are required to comply with the applicable provisions of the Securities Exchange Act of 1934, including, without limitation, Regulation M, which may apply to the sales of their shares



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offered by this prospectus and limit the timing of purchases and sales of any of the securities by the selling stockholders or any such other person. Selling stockholders may not purchase any of our securities while they are selling securities pursuant to this Prospectus.



DESCRIPTION OF SECURITIES TO BE REGISTERED

General

 The following summary describes the material terms of our capital stock. However, you should refer to the actual terms of the capital stock contained in our second amended and restated certificate of incorporation, bylaws and applicable law. A copy of our second amended and restated certificate of incorporation and bylaws will be filed as exhibits to the Registration Statement of which this prospectus is a part.


Our authorized capital stock consists of One Hundred Seventy Six Million (176,000,000) shares, consisting of: (i)175,000,000 shares of common stock, par value $.001 per share; and (ii) 1,000,000 shares of preferred stock, par value $.001 per share.


Common Stock


As of the date of this prospectus, we had 15,322,500 issued and outstanding shares of common stock owned by 13 stockholders of record.  All of our issued and outstanding shares of capital stock are, and the shares of capital stock to be issued in this offering will be, validly issued, fully paid and nonassessable.


Holders of our common stock are entitled to one vote per share on any matter to be voted upon by stockholders, subject to certain exceptions relating, among other matters, to our preferred stock, if any. Our second amended and restated certificate of incorporation does not provide for cumulative voting in connection with the election of directors, and accordingly, holders of more than 50% of the shares voting will be able to elect all of the directors elected each year, subject to the voting rights of our preferred stock, if any. Except as otherwise provided by law, the holders of one-third of the voting power of the shares issued and outstanding and entitled to vote at such meeting of stockholders will constitute a quorum at such meeting of the stockholders for the transaction of business subject to the voting rights of our preferred stock, if any.


Holders of our common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds subject to the preferential rights of the holders of our preferred stock, if any.  


In the event of liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock.  


Holders of our common stock have no preemptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.


Preferred Stock


Our second amended and restated certificate of incorporation provides that our board of directors may, by resolution, establish one or more classes or series of preferred stock having the number of shares and relative voting rights, designations, dividend rates, liquidation, and other rights, preferences, and limitations as may be fixed by them without further stockholder approval. The holders of our preferred stock may be entitled to preferences over common stockholders with respect to dividends, liquidation, dissolution, or our winding up in such amounts as are established by the resolutions of our board of directors approving the issuance of such shares.


 

The issuance of our preferred stock may have the effect of delaying, deferring or preventing a change in control of us without further action by the holders and may adversely affect voting and other rights of holders of our common stock. In addition, issuance of preferred stock, while providing desirable flexibility in connection with possible acquisitions and other corporate purposes, could make it more difficult for a third party to acquire a



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majority of the outstanding shares of voting stock. As of the date of this prospectus, no shares of our preferred stock have been issued and we have no plans to issue any shares of preferred stock.


Options


As of the date of this prospectus, we have no outstanding options to purchase any of our securities.  We may grant options and/or establish an incentive stock option plan for our directors, employees and consultants in the future.


Warrants


As of the date of this prospectus, we have no outstanding warrants to purchase any of our securities.  We may issue warrants to purchase our securities in the future.


Dividend Policy


As of the date of this prospectus, we have not paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of our board of directors and will depend upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.


Anti-takeover provisions


There are no anti-takeover provisions that may have the affect of delaying or preventing a change in control.


Registration Rights


 

No holders of our securities are entitled to any type of registration rights following this offering.   


 

INTERESTS OF NAMED EXPERTS AND COUNSEL


No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, directly or indirectly, in the registrant or any of its parents or subsidiaries.  Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.


David M. Bovi, P.A. has provided the legal opinion regarding the legality of the shares being registered.


The financial statements included in this prospectus have been audited by Prauditing s.r.l., Verona, Italy, an independent member of Moore Stephens International Limited, to the extent and for the periods set forth in their report appearing elsewhere herein, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.




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DESCRIPTION OF BUSINESS


Background


Oxamedia Corporation was incorporated in the State of Delaware on February 16, 2010 and is a start-up company. Pursuant to a stock purchase agreement, on July 25, 2011, Oxamedia Corporation acquired 100% of the issued quota interests (shares) of Oxamedia s.r.l., a limited liability company organized in accordance with the Company Law of Italy on September 1, 2010, whereby Oxamedia s.r.l. became a wholly owned subsidiary of Oxamedia Corporation and Oxamedia Corporation became the parent holding company of Oxamedia s.r.l.


Unless the context otherwise requires, all references to the “Company,” “we,” “our” or “us” and other similar terms collectively means Oxamedia Corporation and Oxamedia s.r.l.


Mission


Our mission is to provide online publishers and advertisers with innovative digital solutions by offering technologically advanced advertising tools.


Our AdConneXa Platform


Oxamedia’s AdConneXa Platform is a well-integrated technology that provides our customers with top quality ad delivery and ad targeting. This proprietary technology enables us to deliver, target and optimize customer’s advertising campaigns beyond present industry performance standards. The AdConneXa Platform is designed for a broad range of users in the digital market including advertisers, agencies and do-it-yourself advertisers. Campaigns are managed and optimized by OxaMedia’s team of professionals.  


Single website publishers or multi-websites publisher networks are able to operate on a self-service basis to create and manage advertisers and their campaigns. Additionally, agencies can create and manage the advertisers’ campaigns and direct publisher networks through the OxaMedia network.  We offer multiple targeting tools such as contextual, re-targeting, premium websites, run of network (RON) and mix distribution targeting.  The AdConneXa Platform has been certified as a trusted 3rd party ad-server by DoubleClick.


The AdConneXa Platform is supported by multiple servers to form a highly distributed architecture that maximizes reliability and ad serving speed. The system has a capability to serve ad delivery of virtually any volume.


Products and Services


OxaMedia Corporation is designed to meet the requirements of customers we refer to as “publishers and advertisers.” A customer we refer to as an “agency” can create its own advertisers network and to manage their own campaigns.


Advertisers and Agencies for their Advertisers


Any advertiser and agency can create its own account with AdConneXa, (an agency can create accounts for their advertisers) and then:


·

Create display campaigns

·

Add-suspend-remove ads (creativity: gif, flash, video, etc)

·

Target and edit the campaigns based on several options, some of them: geo-targeting, hour, day, frequency capping, etc

·

Select and edit  the price model: CPC (cost per click) or CPM (cost per thousand impressions)

·

Select and edit the daily budget

·

Select and change the delivery method:

-

Run of Network (RON)

-

Contextual



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-

Premium WebSites Delivery

-

Re-Targeting

-

Mix-Distribution (a composition of Contextual and Premium WebSites Distribution)

·

Analyze the results, and based on the advertiser ROI and goals to change any and all parameter of the campaign

·

Make payment by credit card in United States Dollars, Euro, Canadian Dollars, Australian Dollars, Great Britain Pound.


Several ad formats are available to the advertisers:


Ads Format

Ad Unit (most common)

IN-PAGE ADS:

They appear within publisher web page

336x280 300x250 180x150

728x90 468x60 160x600 120x600

OUT-OF-BANNER ADS

They appear our of the banner space on the publisher web page

Expandable banner – Pop up and pop under

Floating ad (Overlay) – Transitional Ad (Interstitial)

VIDEO ADS

They are both In-banner video and in-streaming video

Video banner – Video expandable Banner

Video pop up – Video Floating Ad (Overlay)

Video Transitional Ad (interstitial)

Pre-roll Ads – Video Clip


Publishers


Any person or company that owns a website(s) and wants to display advertisement on his/her website(s), can register with AdConneXa as a publisher. By registering with AdConneXa any publisher has the following benefits:


·

Every and each ad space is sold to the market at the best eCPM (equivalent CPM) possible

·

He/she has the guarantee that every and each impression is sold to advertisers (direct AdConneXa advertisers or to AdExchanges)

·

30 days payment upon reaching the minimum threshold (100 USD or 100 Euro, etc)

·

The Publisher revenue is a percentage (average 60%) of our revenue generated by the ad spaces sold (“revenue-share”).


Marketing Plan


Our marketing plan is based on strategic goals as well as from knowledge gained during analysis of the industry, competitive intelligence, and from our customers and partners. The marketing tactics will focus on the development of an efficient publisher’s network of site and a strong Internet reputation.


Goals


Our marketing strategy goals are to: (i) build a strong direct global publishers network of websites; and (ii) create a strong global brand-name to attract new advertisers and publishers.


Global Publisher Network of Websites.  In order to reach our marketing goals, we have created our own software that identifies, in any country and in any language, websites that host advertisement; whereby we can contact these website publishers and introduce them to the proprietary advantages of the AdConneXa platform.  Our extensive testing has demonstrated that our software can identify more than 20,000 of these websites per day. The software identifies the websites based on content, domain extension, website language, popularity and number of visitors per month.  Publishers are paid approximately 60% of the advertising revenue generated by the ad spaces sold, while we receive approximately 40% of the revenue. The revenue is paid on a 30 day payment schedule.   


Create a Strong Global Brand-Name to Attract New Advertisers and Publishers. Each publisher and advertiser with an account with AdConneXa can participate in our “Make Money Forever Program.” The Make Money Forever Program provides every registered AdConneXa publisher and advertiser the ability to easily create



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additional revenue centers for the life of their account with AdConneXa and also for the life of the account of each and every publisher and advertiser they invite that registers for an account with AdConneXa. We pay to every registered user an override of 5% of the revenue generated by the newly invited publishers and advertisers, which provides an extra incentive to our customers to continue to use our services and recommend our services to other publishers and advertisers. To date, approximately 3% of our registered users write articles about our AdNetwork and 99% of these articles explain to the market the benefit of registering with AdConneXa. These articles serve as an invaluable marketing tool for our Company, and as an economic incentive to our registered users because, if a reader clicks on the article and then registers with, the writer automatically receives 5% of the revenues generated by the new user. As a result, most articles contain positive content about our Company. The Make Money Forever Program continues to attract new advertisers and new publishers to the AdConneXa platform, and we expect a growing number of registered users to continue to publish positive articles about the AdConneXa platform.


Target Markets/Value Proposition


Customers (publishers, advertisers and agencies) and business relationships with other companies are the focal point of our business model and overall strategy. All customers are treated with respect, and we provide a simple and easy decision making process for our customers that are intended to provide them with positive results from their programs and an overall positive experience with our Company. We will continually develop our customer network (both advertiser and publisher) and continually strive to receive referrals from existing customers. We cater to the following customer groups/target markets offer the following value proposition for each of them:


·

Advertisers who want to advertise their business

·

Agencies and Media Centers (small and large) who manage the digital campaigns for their customers

·

Publishers (small and large) who need to monetize their ad inventory


Advertisers are offered:


-

Do-It-Yourself (DIY) – User friendly navigation within the AdConneXa control panel which allows the customer to create and manage their own campaigns in few clicks

-

Online Inventory Purchasing - Minimum prices are posted and targeting and selection of the distribution allow more choices than can be found in the market. Also, the ability to self-direct the targeting of the campaign, optimize the campaign and receive real-time reporting is enabled

-

No Pressure – No high-pressure sales tactics

-

Reduced Cost – We offer our customers the ability to maintain their presence in the market at greatly reduced costs.


Agencies and Media Centers are offered:


-

Instant Advertiser Campaign Control – Every agency and Media Center has instant control of every advertiser they serve

-

Creation of Advertisers – Self-controlled system to create advertisers and the advertiser campaigns allowing the advertisers to monitor their own campaign and their own reporting

-

Direct Access to Targeting – Selection of several ways of campaign targeting: geo-targeting, audience, website, contextual, re-targeting, and behavioral and the possibility to optimize each advertiser’s campaign based on the ROI that the advertiser is seeking

-

Direct Access to the AdConneXa MarketPlace – The ability to select the distribution of the campaigns in few clicks


Publishers are offered the ability to access its digital advertising and manage revenues in two ways or in a combination thereof:


-

As a Publisher – Publishers are paid on our revenue-share basis (i) for each impression available, we guarantee an advertiser ad in every country and in every language; and (ii) based on the optimization system of the AdConneXa Platform, we guarantee the publisher that the ads displayed on its website will be the one which give the highest revenue (eCPM: equivalent cost per one thousand impression)



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-

Make Money Forever Program - Participation in the Make Money Forever Program.


Employees


As of the date of this prospectus, we have 1 part time employee in the U.S. and two part time employees in Italy. We have six full time employees in Italy. We also have three sales representatives in Italy, who, under Italian law, are not considered full time employees, as they are paid on a commission basis. We believe that our relations with our employees are good.  


Competition


Our major competitors, defined as those competitors with a significant global audience reach, are as follows:


Tribal Fusion – (www.tribalfusion.com) A global adnetwork which gives results at all levels of the purchase funnel. They have a sales team organized by vertical integration and create fully customized advertising solutions. The company is a part of Exponential Group. They have offices in USA, UK, Canada, India, Australia, Singapore, Hong King and Malaysia.


Casale Media – (www.casalemedia.com) One of the largest display networks in the industry. They have 5 offices in USA and are headquartered in Canada.  They serve advertisers, agencies, publishers. They also allow their customers to reach their audience on premium websites.


Cpx Interactive – (www.cpxinteractive.com) Based in New York, they also have offices in Italy, Spain and Turkey.  Only in the last 2 months they have come out with their own platform called “Cpx AdConneXa”.  In 2008, CPX Interactive was named #71 on the INC 5000 list and they are the 6th fastest growing private Advertising and Marketing company in America.


ValueClick – (www.valueclick.com) This company is listed on the Nasdaq under the symbol VCLK. They offer both affiliation and display advertising solutions together with advertising  technology solutions. They are headquartered in Los Angeles and have offices in France, United Kingdom, Germany, Sweden, Spain and Hong Kong.


Adconion Media Group – (www.adconion.com) This company is headquartered in Santa Monica, CA and it has an international presence in Australia, Austria, Canada, France, Germany, Spain, Switzerland and United Kingdom. They offer service for both advertisers and publishers.


The strengths of these competitors is measured by their history and their presence in the market. While we fully expect additional competitors to enter the market, we believe our business model will mitigate competitive threats and capitalize on the identified opportunity gaps: geographical location, global presence, proprietary advertising technology, expertise, customer service and usability.


SWOT Analysis

Strengths

Weaknesses

Proprietary ad-serving solution – AdConneXa Platform

Location in Europe and USA

Extensive digital solutions

Management team and advisory board with extensive experience

Internal R&D department

Access to one of the largest ad inventory in the world

Multilanguage personnel

Start-up

No brand recognition

Limited capital




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Opportunities

Threats

Market growth

Global growth of the Internet users

Global growth of the websites

Global growth of the adnetwork digital solution

Global growth of targeted Ad campaigns

Competition from branded companies


The primary competitive advantages that our Company enjoys are as follows:


·

Our AdConneXa Platform

·

Direct access for advertiser and agencies to a wide ad inventory

·

Direct control of every campaign (for advertiser and agencies)

·

Direct control of every ad displayed (for publisher)

·

Optimization and targeting of each digital ad

·

Cost effectiveness

·

Reach more than 80% of the global Internet users

·

Self-Serve Solution

·

Customer Service/Support by ticketing system.


Research and Development


As an AdNetwork and digital advertising participant, we regularly monitor and verify what companies such as Nielsen (www.nielsen.com), Comscore (www.comscore.com) or organizations such as International Advertising Bureau (www.iab.net) or eMarketer (www.emarketer.com) are publishing about research, analysis  and surveys within the digital marketplace. With this information our research and development team continues to develop new features and new tools in order to keep our proprietary platform an industry leader in our field.


IT Infrastructure


Our IT infrastructure (i.e. servers) is outsourced to EvoSwitch (www.evoswitch.com), which is based in Amsterdam (Holland). EvoSwitch is considered to be one of the world’s top 20 hosting providers. The contractual company for the IT infrastructure is LeaseWeb (www.leaseweb.com) which is the commercial company of EvoSwitch. The racks and the servers are remotely controlled by our Company’s technicians.  This particular data center provides the Company with:


·

The uptime is over 99.999% and it has been tested by 4 years experience of using this IT infrastructure

·

The IT infrastructure based in Holland allows the company to better serve the global digital market

·

In case of hardware failure, the SLA agreement for the system provides that the server company will  have the server replaced within 1 hour (24/7/365  1 Hour SLA)

·

The global connectivity:

-

Fiber: BT, Colt, Casema, Enertel, Eurofiber, FiberRing, Global Crossing, KPN, MCI/Verizon, Priority, Tele2/Versatel, UPC

-

Carriers: Abovenet, BT, Cogent, Colt, Deutsche Telecom, FiberRing, Global Crossing, Interoute, KPN, MCI/Verizon, Neo Telecoms, Relined, Tata Telecommunications, Tele2/Versatel, Teleglobe/VSNL, TeliaSonera

·

Power: Very high power capability which allows currents up to 32A per rack.  In case of power problems, the datacenter has generators on site with  48 hours  of diesel fuel on site with a contract to deliver additional diesel fuel within 8 hours

·

Enviromental: All energy is “green” energy

·

Security: CCTV cameras, biometric scan, guards on-site

·

Scalable: time to set-up new racks and servers: 1 working day

·

Cost effective solution.




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Intellectual Property Rights


We currently rely on a combination of copyright, trademark and trade secret laws and restrictions on disclosure to protect our intellectual property rights. Our success depends on the protection of the proprietary aspects of our technology as well as our ability to operate without infringing on the proprietary rights of others. We also enter into proprietary information and confidentiality agreements with our employees, consultants and commercial partners and control access to, and distribution of, our software documentation and other proprietary information.


We have no patents granted or pending. We do not know if any future patent application will result in a patent being issued within the scope of the claims we seek, if at all, or whether any patents we may receive will be challenged or invalidated. Although patents are only one component of the protection of intellectual property rights, if any future patent applications are denied, it may result in increased competition and the development of products substantially similar to our own. In addition, it is difficult to monitor unauthorized use of technology, particularly in foreign countries where the laws may not protect our proprietary rights as fully as in the United States, and our competitors may independently develop technology similar to our own. We will continue to assess appropriate occasions for seeking patent and other intellectual property protections for those aspects of our technology that we believe constitute innovations providing significant competitive advantages.


Regulation of our business


There are still relatively few laws or regulations specifically addressing the Internet. As a result, the manner in which existing laws and regulations should be applied to the Internet in general, and how they relate to our business in particular, is unclear in many cases. Such uncertainty arises under existing laws regulating matters, including user privacy, defamation, pricing, advertising, taxation, sweepstakes, promotions, content regulation, quality of products and services, and intellectual property ownership and infringement.


However, to resolve some of the current legal uncertainty, it is possible that new laws and regulations will be adopted that will be directly applicable to our activities. Any existing or new legislation applicable to us could expose us to liability, including significant expenses necessary to comply with such laws and regulations, and could dampen the growth in use of the Internet in general. Several U.S. federal laws have already been adopted that could have an impact on our business. The CAN-SPAM Act of 2003, which is subject to administrative enforcement, is intended to regulate spam and creates criminal penalties for unmarked sexually-oriented material and emails containing fraudulent headers. The USA Patriot Act is intended to give the government greater ability to conduct surveillance on the Internet by allowing it to intercept communications regarding terrorism and computer fraud and abuse. The Digital Millennium Copyright Act is intended to reduce the liability of online service providers for listing or linking to third-party Websites that include materials that infringe copyrights or other rights of others. The Children’s Online Privacy Protection Act, and the Prosecutorial Remedies and Other Tools to End the Exploitation of Children Today Act of 2003, are intended to restrict the distribution of certain materials deemed harmful to children and impose additional restrictions on the ability of online services to collect user information from minors. In addition, the Protection of Children From Sexual Predators Act of 1998 requires online service providers to report evidence of violations of federal child pornography laws under certain circumstances.


Under European data protection legislation, including that of Switzerland and countries within the European Economic Area, the use, transfer and processing of personal data is subject to greater restrictions than in the United States, and the privacy of personal data is considered a fundamental right. In these European countries, data subjects also have, among other things, the right to access, correct and delete the personal data a company holds about them. Unless certain conditions are met, European data protection laws also restrict the cross-border transfer of personal data to countries, such as the United States, whose domestic laws do not, according to relevant European authorities, ensure an adequate level of protection for personal data. Countries outside of Europe have also passed similar data protection laws, which are often modeled after the European laws. The failure to comply with European or similar data protection legislation could result in criminal or civil penalties imposed by authorities in the countries in which our Company is subject to jurisdiction. In addition, compliance with such legislation may impose significant additional costs on our business or subject us to additional liabilities.




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When users visit our website or install and use our software, certain “cookies” (pieces of information sent by a web server to a user’s browser) may be generated by us and may be placed on our customers’ computers. As per best practice in the digital advertising market, our Company has adopted and activated the consumer opt-out tool which was also required by DoubleClick AdExchange in order to be certified as 3rd party ad-server. While we believe that our use of cookies does not result in personal identification, it has been argued that IP addresses and cookies are intrinsically personally identifiable and are thus subject to privacy and data protection standards. In addition, forthcoming legislation by countries within the European Union (“EU”) may implicate the current standard practices with respect to the use of cookies, and may impose consent obligations on website operators that place cookies on a user’s computer. We cannot assure you that our current policies and procedures would meet these and other restrictive standards. We post our privacy policy and practices concerning the use and disclosure of user data. Any failure by us to comply with our posted privacy policy, Federal Trade Commission requirements or other domestic or international privacy-related laws and regulations could result in proceedings by governmental or regulatory bodies that could potentially harm our business, results of operations and financial condition. In this regard, there are a large number of legislative proposals before the European Union and its member-states, as well as before the United States Congress and various state legislative bodies and federal administrative agencies regarding privacy issues related to our business. It is not possible to predict whether or when such legislation may be adopted, and certain proposals, if adopted, could harm our business through a decrease in user registrations and revenues. These decreases could be caused by, among other possible provisions, the required use of disclaimers or other requirements before users can utilize our services.


Seasonality and Cyclicality


We believe that our business is subject to seasonal fluctuations with the calendar fourth quarter generally being our strongest. Expenditures by advertisers and advertising agencies vary in cycles and tend to reflect the overall economic conditions, as well as budgeting and buying patterns.


Privacy


We may collect personally identifiable information on a permitted basis. We store this personally identifiable data securely and do not use the data without the permission of the Internet user. In addition, we use anonymous and non-personally identifiable information, in accordance with our privacy policies, for purposes that include, without limitation, tailoring advertisements and website content to a Internet user's interests. We use "cookies," along with other technologies, as set forth in our privacy policies, for purposes that include, without limitation, improving the experience Internet users have when they see Internet advertisements, advertising campaign reporting, and website reporting.


Properties


Our U.S. business offices are located at 55 SE 2nd Avenue, Delray Beach, Florida 33444.  Our Italian offices are located at Via dell’Industria, 38 – Bussolengo, Verona, Italy. Management believes that our current facilities are suitable and adequate to meet our current needs.


Operating Contracts 


We have executed contracts with DoubleClick AdExchange and Google Content Network, to distribute any kind of premium display campaigns. We also have access as a buyer and a seller to the OpenX AdMarket.  In order to access the RightMedia Adexchange (an industry leader in its field), we signed contracts with HarrenMedia and Matomy (companies directly working with RightMedia) to sell all the publishers’ inventory not sold to direct advertisers.  Additionally, the Company entered into a contract with Nataffiliation SA, which guarantees our advertisers campaigns in all of Europe (19 countries).  All the contracts are operative and active. Additionally, we are negotiating further agreements and contracts with other strategic partners.


DoubleClick AdExchange Contract


Upon AdConneXa’s certification by DoubleClick as a trusted 3rd party ad-server, we entered into an agreement with Doubleclick that allows us to access the global ad-market and to use Real-Time-Bidding (RTB)



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technology to purchase ad-spaces on websites. The RTB allows our Company to optimize the advertisers’ campaigns.  DoubleClick is an AdExchange that provides a market place where buyers and sellers can buy and sell display “inventory”.  The buyer begins by bidding on the space available on one or more websites. The bidding is only based on the CPM (Cost per 1000 impressions) price model. The optimization and the arbitrage capability made through our proprietary AdConneXa platform allows us sell advertisement based on a different price model: CPC (Cost per Click) and CPA (Cost per Action), which generates revenues for our Company. Being part of this AdExchange enables us to be positioned at the same or better level of any other competitor adnetwork, and to access a system which allows our Company to distribute virtually any kind of Advertising campaign in any country in the world.


Google Content Network


We have a contract with Google for the delivery of Advertising campaigns based on either the CPM price model or CPC price model. The optimization of these campaigns is accomplished through our AdConneXa platform via API (Application Programming Interface) between AdConneXa and the Google servers.


OpenX AdMarket Contract


We have a contract with the OpenX AdMarket that enables our Company to access the adExchange as both buyer and seller. As a buyer, we can purchase ad spaces on a RTB (Real-Time-Bidding) price based on the AdConneXa Advertisers need and optimization. As a seller, we can sell to the global market any and all unsold ad spaces at the best price in the market.


HarrenMedia and Matomy Contracts

Presently, we do not have direct access to the RightMedia AdExchange (a Yahoo company), but we intend to apply for direct access to this AdExchange shortly, as both buyer and seller. In the meantime, in order to access this AdExchange as a Seller, we signed contracts with two companies, HarrenMedia and Matomy.  We believe direct access to this AdExchange will provide us with the opportunity to generate significant additional sources of revenue, as both buyer and seller.


NetAffiliation S.A. Contract


We have a contract with NetAffiliations that enables us to implement a server-to-server integration via API and guarantees us advertisers whose ads are distributed to our direct network of publishers. Presently we have selected more than 300 advertisers.  NetAffiliations is one of the top 5 European CPA affiliation networks with thousands of advertising campaigns in more than 19 European countries.



DESCRIPTION OF PROPERTY


Our U.S. business offices are located at 55 SE 2nd Avenue, Delray Beach, Florida 33444.  Our Italian offices are located at Via dell’Industria, 38 – Bussolengo, Verona, Italy. We lease our Delray Beach office on an annual basis. We lease our Verona, Italy office pursuant to a six years plus six years contract, which, pursuant to Italian law, may be cancelled by us with six months notice, with no penalty. Management believes that our current facilities are suitable and adequate to meet our current needs.



LEGAL PROCEEDINGS


We are not a party to any legal proceedings, nor are we aware of any threatened legal proceedings of a material nature.





38



MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS


No Public Market for Common Stock

This is our initial public offering and no public market currently exists for the securities being offered. Consequently, our stockholders will not be able to sell their shares in any organized market place and may be limited to selling their shares privately. Accordingly, an investment in our shares is an illiquid investment.


We anticipate applying for trading of our securities on the over the counter bulletin board, maintained by the Financial Industry Regulatory Authority (FINRA), upon the effectiveness of the registration statement of which this prospectus forms a part.


We must meet several requirements to be eligible to list our securities on the over the counter bulletin board, including: (i) making filings pursuant to Sections 13 and 15(d) of the Securities Exchange Act of 1934; (ii) remaining current in our filings; and (iii) finding a member of FINRA to file a Form 211 on our behalf.


The information contained within Form 211 includes comprehensive data about our Company and our securities. Form 211 and our prospectus are filed with the FINRA so that they can determine if there is sufficient publicly available information about us and whether our securities should be listed for trading.


We have yet to initiate any discussions with any market maker with respect to filing a Form 211 on our behalf, and we cannot assure you that our securities will ever be approved by FINRA to be quoted on the over the counter bulletin board.


Section 15(g) of the Exchange Act - Penny Stock Disclosure


Our shares are “penny stocks” covered by section 15(g) of the Securities Exchange Act of 1934, as amended, and Rules 15g-1 through 15g-6 promulgated thereunder. This imposes additional sales practice requirements on broker/dealers who sell such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $1,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). For transactions covered by the Rule, the broker/dealer must make a special suitability determination for the purchase and have received the purchaser’s written agreement to the transaction prior to the sale. Consequently, the Rule may affect the ability of broker/dealers to sell our securities and also may affect your ability to resell your shares.


Section 15(g) also imposes additional sales practice requirements on broker/dealers who sell penny securities. These rules require a one page summary of certain essential items. The items include the risk of investing in penny stocks in both public offerings and secondary marketing; terms important to in understanding of the function of the penny stock market, such as “bid” and “offer” quotes, a dealers “spread” and broker/dealer compensation; the broker/dealer compensation, the broker/dealers duties to its customers, including the disclosures required by any other penny stock disclosure rules; the customers rights and remedies in causes of fraud in penny stock transactions; and, the FINRA’s toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons. While Section 15(g) and Rules 15g-1 through 15g-6 apply to broker/dealers, they do not apply to us.


·

Rule 15g-1 exempts a number of specific transactions from the scope of the penny stock rules.


·

Rule 15g-2 declares unlawful broker/dealer transactions in penny stocks unless the broker/dealer has first provided to the customer a standardized disclosure document.


·

Rule 15g-3 provides that it is unlawful for a broker/dealer to engage in a penny stock transaction unless the broker/dealer first discloses and subsequently confirms to the customer current quotation prices or similar market information concerning the penny stock in question.




39



·

Rule 15g-4 prohibits broker/dealers from completing penny stock transactions for a customer unless the broker/dealer first discloses to the customer the amount of compensation or other remuneration received as a result of the penny stock transaction.


·

Rule 15g-5 requires that a broker/dealer executing a penny stock transaction, other than one exempt under Rule 15g-1, disclose to its customer, at the time of or prior to the transaction, information about the sales persons compensation.


·

Rule 15g-6 requires broker/dealers selling penny stocks to provide their customers with monthly account statements.


While the foregoing rules apply to broker/dealers, and not to us, the application of the penny stock rules may affect your ability to resell your shares because many brokers are unwilling to buy, sell or trade penny stocks as a result of the additional sales practices imposed upon them which are described in this section.


Blue Sky Matters-State Law Restrictions

Our common stock may not be offered or sold in certain jurisdictions (e.g. states) unless they are registered or otherwise comply with the applicable securities laws of such jurisdictions by exemption, qualification or otherwise. We intend to sell our common stock only in the states in which this offering has been qualified or an exemption from the registration requirements is available, and purchases of shares may be made only in those states.


Our selling stockholders and persons who purchase shares of our common stock should be aware that there may be significant state law restrictions imposed upon such persons in connection the resale of their shares in any trading market that may develop in the future. Accordingly, even if we are successful in listing our common stock for trading on the over the counter bulletin board, any secondary market for our common stock should be considered a limited one.


We intend to seek coverage and publication of information about us in an accepted publication which permits a “manual exemption.” The manual exemption permits a security to be distributed in a particular state without being registered if the company issuing the security has a listing for that security in a securities manual recognized by the state. However, is not enough for the security to be listed in a recognized manual, the listing entry must contain: (i) the names of issuers, officers, and directors; (ii) an issuer’s balance sheet; and (iii) a profit and loss statement for either the fiscal year preceding the balance sheet or for the most recent fiscal year of operations. We may be unable to secure a listing containing all of this information. Furthermore, the manual exemption is a non issuer exemption restricted to secondary trading transactions, making it unavailable for issuers selling newly issued securities. Most of the accepted manuals are those published in Mergent, Standard and Poor’s, Moody’s Investor Service, Fitch’s Investment Service, and Best’s Insurance Reports and many states expressly recognize these manuals, a smaller number of states declare that they “recognize securities manuals” but do not specify the recognized manuals.


The following states do not have any provisions and therefore do not expressly recognize the manual exemption: Alabama, California, Illinois, Kentucky, Louisiana, Montana, New York, Pennsylvania, Tennessee, and Virginia.


Stock transfer agent


We have not yet engaged the services of a transfer agent.

 



40








OxaMEDIA CORPORATION

FINANCIAL STATEMENTS

June 30, 2011




F-1





[oxamedia_s1002.gif]

Report of Independent Registered Public Accounting Firm


To the Board of Directors

Oxamedia Corporation

Sun Valley, Idaho


We have reviewed the accompanying balance sheet of Oxamedia Corporation as of June 30, 2011, and the related statements of operations for the three-month period and six-month period and statement of cash flows for the six-month period then ended.  This interim financial information is the responsibility of the Company's management.


We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States).  A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters.  It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole.  Accordingly, we do not express such an opinion.


Based on our review, we are not aware of any material modifications that should be made to the accompanying interim financial statements for it to be in conformity with U.S. generally accepted accounting principles.


The accompanying financial statements have been prepared assuming that the Company will continue as going concern. The Company has incurred losses from operations. This raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters includes raising equity capital through private stock offering. The financial statements do not include any adjustment that might result from the outcome of this uncertainly.


[oxamedia_s1004.gif]

Verona, Italy


September 30, 2011

[oxamedia_s1006.gif]

Sede legale: Via Oriani, 2 - 37122 Verona - Italia - Tel +39 045 8000365 - Fax +39 045 590290

Sede secondaria: Contrà Porti, 16 - 36100 Vicenza - Italia - Tel. +39 0444 237845 - Fax +39 0444 237851

P.IVA / Codice Fiscale / Registro delle Imprese di Verona 02356610234 - R.E.A. Verona 232734 - Capitale Sociale euro 60.000,00 i.v.

www.prauditing.it










Oxamedia Corporation

 

 

 

Balance Sheets

 

 

 

 

 

 

 

 

June 30, 2011

 

December 31, 2010

 

(Reviewed)

 

(Audited)

ASSETS

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

   Cash and equivalents

$

9,307

 

$

-

    Accounts receivable, less allowance for doubtful accounts

 

 

 

      of $5,131 at June 30, 2011

8,150

 

-

   Due from shareholder

822

 

-

        Total current assets

18,279

 

-

 

 

 

 

TOTAL ASSETS

$

18,279

 

$

-

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIENCY IN ASSETS)

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

   Accounts payable

$

539 

 

$

7,972 

   Accrued expenses

3,100 

 

3,000 

        Total current liabilities

3,639 

 

10,972 

 

 

 

 

TOTAL LIABILITIES

3,639 

 

10,972 

 

 

 

 

COMMITMENTS AND CONTINGENCIES (NOTE 3)

 

 

 

 

 

 

 

STOCKHOLDERS' EQUITY
(DEFICIENCY IN ASSETS)

 

 

 

   Common Stock: $0.0001 par value,

15,059 

 

15,000 

     20,000,000 shares authorized; 15,058,500 and

 

 

 

      15,000,000 shares issued and outstanding.

 

 

 

   Stock subscriptions receivable

(14,999)

 

(14,999)

   Additional paid-in-capital

36,141 

 

   Retained earnings

(21,561)

 

(10,973)

TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY IN ASSETS)

14,640 

 

(10,972)

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIENCY IN ASSETS)

$

18,279 

 

$



See accompanying notes and independent accountant's report.



F-3






Oxamedia Corporation

 

 

 

Statements of Operations

 

 

 

 

For the Three Months Ended
June 30, 2011

 

 For the Six
Months Ended
June 30, 2011

 

 

 

 

REVENUES

$

63,702

 

$

126,591 

 

 

 

 

COST OF REVENUES

39,333

 

70,342 

 

 

 

 

GROSS (LOSS) MARGIN

24,369

 

56,249 

 

 

 

 

OPERATING EXPENSES

 

 

 

   Advertising

905

 

1,261 

   Bad debts

1,710

 

5,131 

   Directors fees

3,700

 

10,350 

   Insurance

2,216

 

3,493 

   Licenses and taxes

35

 

1,934 

   Other expenses

4,318

 

9,088 

   Rent and occupancy

569

 

2,730 

   Salaries and wages

-

 

 

   Software support

-

 

 

   Telecommunications and utilities

869.00

 

2,236 

   Travel and entertainment

3,961

 

5,863 

        TOTAL GENERAL AND ADMINISTRATIVE EXPENSES

18,283

 

42,086 

 

 

 

 

INCOME (LOSS) BEFORE OTHER INCOME (EXPENSES)

6,086

 

14,163 

 

 

 

 

OTHER INCOME (EXPENSES)

 

 

 

   Foreign currency exchange gain

4

 

249 

   Write-off deposit on potential acquisition

-

 

(25,000)

        TOTAL OTHER INCOME (EXPENSES)

4

 

(24,751)

 

 

 

 

INCOME (LOSS) BEFORE INCOME TAXES

6,090

 

(10,588)

 

 

 

 

PROVISION (CREDIT) FOR INCOME TAXES

-

 

 

 

 

 

NET INCOME (LOSS)

$

6,090

 

$

(10,588)

 

 

 

 

 

 

 

 

Weighted average shares outstanding - basic and diluted

15,037,665

 

15,107,693 

 

 

 

 

Net income (loss) per share - basic and diluted

$

0.00

 

$

(0.00)



See accompanying notes and independent accountant's report.



F-4






Oxamedia Corporation

 

Statement of Cash Flows

 

 

For the Six Months Ended June 30, 2011

 

 

Net loss

$

(10,588)

 

 

Adjustments to reconcile net income (loss) to cash used in operating activities:

 

   Bad debts

5,131 

Changes in assets and liabilities:

 

   Increase in accounts receivable

(5,953)

   Decrease in accounts payable

(7,433)

   Increase in accrued expenses

100 

Net cash provided (used) by operating activities

(18,743)

 

 

Cash Flow From Financing Activities:

 

   Issuance of common stock

36,200 

   Due to shareholders

(8,150)

Net cash provided by or (used in) financing activities

28,050 

 

 

Net increase (decrease) in cash

9,307 

 

 

Cash and equivalents, beginning

Cash and equivalents, ending

$

9,307 

 

 

Supplemental disclosures

 

   Cash paid for interest

$

   Cash paid for income taxes

$



See accompanying notes and independent accountant's report.




F-5



OxaMedia Corporation

Notes to Financial Statements

June 30, 2011



NOTE 1.

 ORGANIZATION


Organization and Nature of Operations


The Company was organized in February 2010 under the laws of the State of Delaware under the name of BeWebMedia Corporation.  In August 2010, the Company amended its articles of incorporation to change its name to OxaMedia Corporation for the purpose of providing Internet services.


NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Cash and Cash Equivalents


The Company considers all highly liquid debt instruments with an original maturity of three months or less at the date of purchase to be cash equivalents.


Accounts receivable and allowance for doubtful accounts


Trade and other receivable are reported at fair market value less any provisions for uncollectible accounts considered necessary.  Accounts receivable primarily includes trade receivables from customers.  The Company estimates doubtful accounts on an item-by-item basis and includes over-aged accounts as part of allowance for doubtful accounts, which are generally accounts that are ninety days or more overdue.


Revenue recognition


Revenue for Internet services is recognized in the month in which the service is provided.


Use of Estimates


The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.


Advertising


The Company incurred advertising expenses in the amount of $ 1,261 for the six months ended June 30, 2011.


The Company expenses all marketing and advertising expenses to Statement of Operations.


Fair Value of Financial Instruments


Cash, accounts receivable, accounts payable, and accrued expenses are carried at amounts which reasonably approximate their fair value due to the short-term nature of these amounts or due to variable rates of interest which are consistent with current market rates.



F-6



OxaMedia Corporation

Notes to Financial Statements

June 30, 2011



NOTE 2.  

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


Income taxes

 

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Reclassifications


Certain amounts in the prior period financial statements have been reclassified for comparative purposes to conform to the current period presentation.


NOTE 3.  

GOING CONCERN AND MANAGEMENT’S PLANS


As reflected in the accompanying financial statements, the Company has an accumulated deficit of $21,560 as of June 30, 2011.  The Company has not generated significant recurring cash flows to sustain operations and the ability to continue as a going concern is uncertain.  


The ability of the Company to continue as a going concern is dependent upon its ability to obtain financing and achieve profitable operations.  The Company’s plan includes raising equity capital through private stock offerings.  The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.  The Company at this time is pursuing future possibilities


NOTE 4.  

RELATED PARTY TRANSACTIONS.


Note receivable shareholder amounted to $822 at June 30, 2011.  These monies are due within one year of advance date and are non-interest bearing.


NOTE 5.  

SUBSEQUENT EVENTS


On July 25, 2011, the Company acquired 100% ownership interest in OxaMedia, S.R.L., a Company organized under the Company Law of Italy.  The purchase price of 100% of shares will be for ten thousand Euros (10,000.00) and 100 shares (pre-split shares) of the Company will be issued to the former owners of OxaMedia S.R.L.


On September 26, 2011, the Company amended its articles of incorporation to change its common stock par value from $.0001 to $.001; as well as authorize one million (1,000,000) shares of preferred stock, par value $0.001 per share.


At the same time, the Company authorized a forward common stock split of 1,500 shares for every 1 share of common stock owned.  Therefore the number of shares outstanding increased from 10,000 to 15,000,000.  Common stock has been retroactively adjusted for this split as if it occurred on February 16, 2010.



F-7








OxaMEDIA CORPORATION

FINANCIAL STATEMENTS

March 31, 2011



F-8





[oxamedia_s1008.gif]

Report of Independent Registered Public Accounting Firm



To the Board of Directors

Oxamedia Corporation

Sun Valley, Idaho



We have reviewed the accompanying balance sheet of Oxamedia Corporation as of March 31, 2011, and the related statement of operations and cash flows for the three-month period then ended.  This interim financial information is the responsibility of the Company's management.


We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States).  A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters.  It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole.  Accordingly, we do not express such an opinion.


Based on our review, we are not aware of any material modifications that should be made to the accompanying interim financial statements for it to be in conformity with U.S. generally accepted accounting principles.


The accompanying financial statements have been prepared assuming that the Company will continue as going concern. The Company has incurred losses from operations. This raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters includes raising equity capital through private stock offering. The financial statements do not include any adjustment that might result from the outcome of this uncertainly.


[oxamedia_s1010.gif]

Verona, Italy


September 30, 2011


[oxamedia_s1012.gif]

Sede legale: Via Oriani, 2 - 37122 Verona - Italia - Tel +39 045 8000365 - Fax +39 045 590290

Sede secondaria: Contrà Porti, 16 - 36100 Vicenza - Italia - Tel. +39 0444 237845 - Fax +39 0444 237851

P.IVA / Codice Fiscale / Registro delle Imprese di Verona 02356610234 - R.E.A. Verona 232734 - Capitale Sociale euro 60.000,00 i.v.

www.prauditing.it










OxaMedia Corporation

 

 

 

Balance Sheets

 

 

 

 

 

 

 

 

March 31, 2011

 

December 31, 2010

 

(Reviewed)

 

(Audited)

ASSETS

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

   Cash and equivalents

$

255

 

$

-

    Accounts receivable, less allowance for doubtful accounts

3,421

 

-

       of $3,420 at March 31, 2011

 

 

 

   Prepaid expenses

644

 

-

   Due from shareholder

127

 

-

        Total current assets

4,447

 

-

 

 

 

 

TOTAL ASSETS

$

4,447

 

$

-

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIENCY IN ASSETS)

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

   Accounts payable

$

910 

 

$

7,972 

   Accrued expenses

3,100 

 

3,000 

        Total current liabilities

4,010 

 

10,972 

 

 

 

 

TOTAL LIABILITIES

4,010 

 

10,972 

 

 

 

 

COMMITMENTS AND CONTINGENCIES (NOTE 3)

 

 

 

 

 

 

 

STOCKHOLDERS' EQUITY
(DEFICIENCY IN ASSETS)

 

 

 

   Common Stock: $0.001 par value, 20,000,000 shares authorized;

15,038 

 

15,000 

     15,037,500 and 15,000,000 shares issued and outstanding

 

 

 

   Stock subscriptions receivable

(14,999)

 

(14,999)

   Additional paid-in-capital

26,962 

 

   Accumulated deficit

(26,564)

 

(10,973)

TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY IN ASSETS)

437 

 

(10,972)

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY IN ASSETS)

$

4,447 

 

$



See accompanying notes and independent accountant's report.



F-10






OxaMedia Corporation

 

Statement of Operations

 

 

For the Three
Months Ended
March 31, 2011

 

 

REVENUES

$

62,890 

 

 

COST OF REVENUES

31,009 

 

 

GROSS MARGIN

31,881 

 

 

OPERATING EXPENSES

 

   Advertising

356 

   Bad debts

3,420 

   Directors fees

6,650 

   Insurance

1,498 

   Licenses and taxes

70 

   Other expenses

5,168 

   Rent and occupancy

2,350 

   Telecommunications and utilities

1,311 

   Travel and entertainment

1,901 

        TOTAL GENERAL AND ADMINISTRATIVE EXPENSES

22,724 

 

 

INCOME (LOSS) BEFORE OTHER INCOME (EXPENSES)

9,157 

 

 

OTHER INCOME (EXPENSES)

 

   Foreign currency exchange gain

252 

   Write-off deposit on potential acquisition

(25,000)

        TOTAL OTHER INCOME (EXPENSES)

(24,748)

 

 

INCOME (LOSS) BEFORE INCOME TAXES

(15,591)

 

 

PROVISION (CREDIT) FOR INCOME TAXES

 

 

NET LOSS

$

(15,591)

 

 

 

 

Weighted average shares outstanding - basic and diluted

15,075,500 

 

 

Net loss per share - basic and diluted

$

(0.00)



See accompanying notes and independent accountant's report.




F-11






OxaMedia Corporation

 

Statement of Cash Flows

 

 

For the Three Months Ended March 31, 2011

 

 

Net loss

$

(15,591)

 

 

Adjustments to reconcile net income (loss) to cash used in operating activities:

 

   Bad debts

3,420 

Changes in assets and liabilities:

 

   Increase in accounts receivable

(6,841)

   Increase in prepaid expenses

(644)

   Decrease in accounts payable

(7,062)

   Increase in accrued expenses

100 

Net cash provided (used) by operating activities

(26,618)

 

 

Cash Flow From Financing Activities:

 

   Issuance of common stock

27,000 

   Due to shareholders

(127)

Net cash provided by or (used in) financing activities

26,873 

 

 

Net increase (decrease) in cash

255 

 

 

Cash and equivalents, beginning

Cash and equivalents, ending

$

255 

 

 

Supplemental disclosures

 

   Cash paid for interest

$

   Cash paid for income taxes

$



See accompanying notes and independent accountant's report.




F-12



OxaMedia Corporation

Notes to Financial Statements

March 31, 2011



NOTE 1.  

ORGANIZATION


Organization and Nature of Operations


The Company was organized in February 2010 under the laws of the State of Delaware under the name of BeWebMedia Corporation.  In August 2010, the Company amended its articles of incorporation to change its name to OxaMedia Corporation for the purpose of providing Internet services.


NOTE 2.  

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Cash and Cash Equivalents


The Company considers all highly liquid debt instruments with an original maturity of three months or less at the date of purchase to be cash equivalents.


Accounts receivable and allowance for doubtful accounts


Trade and other receivable are reported at fair market value less any provisions for uncollectible accounts considered necessary.  Accounts receivable primarily includes trade receivables from customers.  The Company estimates doubtful accounts on an item-by-item basis and includes over-aged accounts as part of allowance for doubtful accounts, which are generally accounts that are ninety days or more overdue.


Revenue recognition


Revenue for Internet services is recognized in the month in which the service is provided.


Use of Estimates


The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.


Advertising


The Company incurred advertising expenses in the amount of $356 for the three months ended March 31, 2011.


The Company expenses all marketing and advertising expenses to Statement of Operations.


Fair Value of Financial Instruments


Cash, accounts receivable, accounts payable, and accrued expenses are carried at amounts which reasonably approximate their fair value due to the short-term nature of these amounts or due to variable rates of interest which are consistent with current market rates.



F-13



OxaMedia Corporation

Notes to Financial Statements

March 31, 2011



NOTE 2.  

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


Income taxes

 

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Reclassifications


Certain amounts in the prior period financial statements have been reclassified for comparative purposes to conform to the current period presentation.


NOTE 3.  

GOING CONCERN AND MANAGEMENT’S PLANS


As reflected in the accompanying financial statements, the Company has an accumulated deficit of $26,564 as of March 31, 2011.  The Company has not generated significant recurring cash flows to sustain operations and the ability to continue as a going concern is uncertain.  


The ability of the Company to continue as a going concern is dependent upon its ability to obtain financing and achieve profitable operations.  The Company’s plan includes raising equity capital through private stock offerings.  The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.  The Company at this time is pursuing future possibilities


NOTE 4.  

RELATED PARTY TRANSACTIONS.


Note receivable shareholder amounted to $127 at March 31, 2011.  These monies are due within one year of advance date and are non-interest bearing.


NOTE 5.  

SUBSEQUENT EVENTS


On July 25, 2011, the Company acquired 100% ownership interest in OxaMedia, S.R.L., a Company organized under the Company Law of Italy.  The purchase price of 100% of shares will be for ten thousand Euros (10,000.00) and 100 shares (pre-split shares) of the Company will be issued to the former owners of OxaMedia S.R.L.


On September 26, 2011, the Company amended its articles of incorporation to change its common stock par value from $.0001 to $.001; as well as authorize one million (1,000,000) shares of preferred stock, par value $0.001 per share.


At the same time, the Company authorized a forward common stock split of 1,500 shares for every 1 share of common stock owned.  Therefore the number of shares outstanding increased from 10,000 to 15,000,000.  Common stock has been retroactively adjusted for this split as if it occurred on February 16, 2010.



F-14







OxaMEDIA CORPORATION

FINANCIAL STATEMENTS

December 31, 2010




F-15





[oxamedia_s1014.gif]

Report of Independent Registered Public Accounting Firm


To the Board of Directors

Oxamedia Corporation

Sun Valley, Idaho


We have audited the accompanying balance sheet of Oxamedia Corporation as of December 31, 2010, and the related statement of operations, stockholders' equity, and cash flow for the period ended December 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.


We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides  a reasonable basis for our opinion.


In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of  December 31, 2010, and the results of its operations and its cash flows for the period ended December 31, 2010, in conformity with U.S. generally accepted accounting principles.


The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has not generated significant recurring cash flows to sustain operations and the ability to continue as a going concern is uncertain.  This raises substantial doubts about the Company’s ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.


[oxamedia_s1016.gif]

Verona, Italy


September 30, 2011

[oxamedia_s1018.gif]

Sede legale: Via Oriani, 2 - 37122 Verona - Italia - Tel +39 045 8000365 - Fax +39 045 590290

Sede secondaria: Contrà Porti, 16 - 36100 Vicenza - Italia - Tel. +39 0444 237845 - Fax +39 0444 237851

P.IVA / Codice Fiscale / Registro delle Imprese di Verona 02356610234 - R.E.A. Verona 232734 - Capitale Sociale euro 60.000,00 i.v.

www.prauditing.it











OxaMedia Corporation

 

 

 

 

Balance Sheets

 

 

 

 

 

 

 

 

 

 

December 31, 2010

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

   Deferred tax asset, less valuation allowance of $1,646

 

 

$

        Total current assets

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

 

 

 

$

 

 

 

 

 

 

LIABILITIES AND DEFICIENCY IN ASSETS

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

   Accounts payable

 

 

 

 

$

7,972 

   Accrued expenses

 

 

 

 

3,000 

        Total current liabilities

 

 

 

 

10,972 

 

 

 

 

 

 

TOTAL LIABILITIES

 

 

 

 

10,972 

 

 

 

 

 

 

COMMITMENTS AND CONTINGENCIES (NOTE 3)

 

 

 

 

 

 

 

 

 

 

DEFICIENCY IN ASSETS

 

 

 

 

 

   Common Stock: $0.001 par value,

 

 

 

15,000 

     20,000,000 shares authorized; 15,000,000 shares issued and outstanding

 

   Stock subscriptions receivable

 

 

 

(14,999)

   Additional paid-in-capital

 

 

 

 

   Accumulated deficit

 

 

 

 

(10,973)

TOTAL DEFICIENCY IN ASSETS

 

 

 

(10,972)

 

 

 

 

 

 

TOTAL LIABILITIES AND DEFICIENCY IN ASSETS

 

 

$



See accompanying notes and independent auditor's report.




F-17






OxaMedia Corporation

 

 

Statement of Operations

 

 

 

 

 

 

For the period from
inception
(February 16, 2010) to
December 31, 2010

 

 

 

 

REVENUES

 

 

$

22,311 

 

 

 

 

COST OF REVENUES

 

 

29,298 

 

 

 

 

GROSS LOSS

 

 

(6,987)

 

 

 

 

OPERATING EXPENSES

 

 

 

   Salaries and wages

 

 

3,000 

   Software support

 

 

873 

        TOTAL GENERAL AND ADMINISTRATIVE EXPENSES

3,873 

 

 

 

 

LOSS BEFORE OTHER EXPENSES

 

(10,860)

 

 

 

 

OTHER EXPENSE

 

 

 

   Foreign currency exchange

 

 

(113)

        TOTAL OTHER EXPENSE

 

 

(113)

 

 

 

 

LOSS BEFORE INCOME TAXES

 

(10,973)

 

 

 

 

PROVISION (CREDIT) FOR INCOME TAXES

 

 

 

 

 

NET LOSS

 

 

$

(10,973)

 

 

 

 

Weighted average shares outstanding - basic and diluted

6,630,094 

 

 

 

 

Net loss per share - basic and diluted

 

$

(0.00)



See accompanying notes and independent auditor's report.




F-18






OxaMedia Corporation

 

 

 

 

Statement of Cash Flows

 

 

 

 

 

 

 

 

 

For the period from inception
(February 16, 2010) to December 31, 2010

 

 

 

 

 

 

Net loss

 

 

 

 

$

(10,973)

 

 

 

 

 

 

Adjustments to reconcile net income (loss) to cash used in operating activities:

 

Changes in assets and liabilities:

 

 

 

 

   Increase in accounts payable

 

 

 

7,972 

   Increase in accrued expenses

 

 

 

3,000 

Net cash provided (used) by operating activities

 

 

 

(1)

 

 

 

 

 

 

Financing activities:

 

 

 

 

 

   Issuance of common stock

 

 

 

 

Net cash provided by financing activities

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash

 

 

 

 

 

 

 

 

 

Cash and equivalents, beginning

 

 

 

Cash and equivalents, ending

 

 

 

 

$

 

 

 

 

 

 

Supplemental disclosures

 

 

 

 

 

   Cash paid for interest

 

 

 

 

$

   Cash paid for income taxes

 

 

 

 

$

 

 

 

 

 

 

NON-CASH FINANCING ACTIVITY

 

 

 

 

   Issuance of 15,000,000 shares of common stock

 

 

 

       in exchange for stock subscriptions receivable

 

 

$

14,999 



See accompanying notes and independent auditor's report.




F-19






OxaMedia Corporation

 

 

 

 

 

 

 

 

Statement of Deficiency in Assets

 

 

 

 

 

 

For the period from inception (February 16, 2010) to December 31, 2010

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

Stock
Subscriptions

 

Accumulated

 

 Total
Deficiency

 

No. of Shares

Amount

 

Receivable

 

Deficit

 

 in Assets

 

 

 

 

 

 

 

 

 

Issuance of common stock at par value

10,000

$

1

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

Retroactive application of forward common stock split of 1,500 for every 1 share

14,990,000

14,999

 

(14,999)

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

-

 

 

(10,973)

 

(10,973)

 

 

 

 

 

 

 

 

 

Ending Balance

15,000,000

$

15,000

 

$

(14,999)

 

$

(10,973)

 

$

(10,972)



See accompanying notes and independent auditor's report.




F-20



OxaMedia Corporation

Notes to Financial Statements

December 31, 2010



NOTE 1.  

ORGANIZATION


Organization and Nature of Operations


The Company was organized in February 2010, under the laws of the State of Delaware.  The original name of the Company was BeWebMedia Corporation.  In August 2010, the Company amended its articles of incorporation to change its name to OxaMedia Corporation, to coincide with the purpose of providing Internet services.


NOTE 2.  

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Cash and Cash Equivalents


The Company considers all highly liquid debt instruments with an original maturity of three months or less at the date of purchase to be cash equivalents.


Accounts receivable and allowance for doubtful accounts


Trade and other receivable are reported at fair market value less any provisions for uncollectible accounts considered necessary.  Accounts receivable primarily includes trade receivables from customers.  The Company estimates doubtful accounts on an item-by-item basis and includes over-aged accounts as part of allowance for doubtful accounts, which are generally accounts that are ninety days or more overdue.


Revenue recognition


Revenue for Internet services is recognized in the month in which the service is provided.


Use of Estimates


The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.


Advertising


The Company did not incur any advertising expenses for the period ended December 31, 2010.


The Company expenses all marketing and advertising expenses to the Statement of Operations.


Fair Value of Financial Instruments


Accounts receivable, accounts payable, and accrued expenses are carried at amounts which reasonably approximate their fair value due to the short-term nature of these amounts or due to variable rates of interest which are consistent with current market rates.



F-21



OxaMedia Corporation

Notes to Financial Statements

December 31, 2010



NOTE 2.  

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


Income taxes

 

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Subsequent Events


The Company has evaluated subsequent events through September 26, 2011, the date on which the financial statements were available to be issued.


NOTE 3.  

GOING CONCERN AND MANAGEMENT’S PLANS


As reflected in the accompanying financial statements, the Company has an accumulated deficit of $10,973 as of December 31, 2010.  The Company has not generated significant recurring cash flows to sustain operations and the ability to continue as a going concern is uncertain.  


The ability of the Company to continue as a going concern is dependent upon its ability to obtain financing and achieve profitable operations.  The Company’s plan includes raising equity capital through private stock offerings.  The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.  The Company, at this time, is pursuing future possibilities to obtain more profitable operations, through mergers and acquisitions.


NOTE 4.   

INCOME TAXES


As of December 31, 2010, the Company had a net operating loss carryforward for U.S. federal income tax purposes of approximately $11,000.  This loss may be carried forward to offset federal income taxes in various future years through the year 2030.  A deferred tax asset has been provided to record the effect of the cumulative tax losses.  Due to the uncertainty as to whether these losses will be realized, the Company has provided a valuation allowance equal to the amount of the deferred tax asset of $1,646.


If there is a significant ownership change in the Company as defined in Section 382 of the Internal Revenue Code, the Company's ability to utilize net operating losses available before the ownership change is restricted to a percentage of the market value of the Company at the time of the ownership change. Therefore, substantial net operating loss carry-forward may be reduced or eliminated in future years due to a change in ownership.

NOTE 5.  

SUBSEQUENT EVENTS


On July 25, 2011, the Company acquired 100% ownership interest in OxaMedia, S.R.L., a Company organized under the Company Law of Italy.  The purchase price of 100% of shares will be for ten thousand Euros (10,000.00) and 100 shares (pre-split shares) of the Company will be issued to the former owners of OxaMedia S.R.L.



F-22



OxaMedia Corporation

Notes to Financial Statements

December 31, 2010



NOTE 5.  

SUBSEQUENT EVENTS (CONTINUED)


On September 26, 2011, the Company amended its articles of incorporation to change its common stock par value from $.0001 to $.001; as well as authorize one million (1,000,000) shares of preferred stock, par value $0.001 per share.


At the same time, the Company authorized a forward common stock split of 1,500 shares for every 1 share of common stock owned.  Therefore the number of shares outstanding increased from 10,000 to 15,000,000.  Common stock has been retroactively adjusted for this split as if it occurred on February 16, 2010.




F-23






OxaMEDIA CORPORATION

PROFORMA AGGREGATE FINANCIAL STATEMENTS

June 30, 2011





F-24





[oxamedia_s1020.gif]

Report of Independent Registered Public Accounting Firm


To the Board of Directors

Oxamedia Corporation

Sun Valley, Idaho


e have reviewed the accompanying proforma aggregate balance sheet of Oxamedia Corporation as of June 30, 2011, and the related proforma aggregate statements of operations for the six-month period and proforma aggregate statements of cash flows for the six-month period then ended.  This interim financial information is the responsibility of the Company's management.


We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States).  A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters.  It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole.  Accordingly, we do not express such an opinion.


Based on our review, we are not aware of any material modifications that should be made to the accompanying interim proforma financial statements for it to be in conformity with U.S. generally accepted accounting principles.


The accompanying proforma financial statements have been prepared assuming that the Companies will continue as going concern. As discussed in Note 17 to the proforma financial statements, the Companies have incurred losses from operations and have not generated significant recurring cash flows to sustain operations and the ability to continue as a going concern is uncertain. This raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 17. The proforma financial statements do not include any adjustment that might result from the outcome of this uncertainly.


[oxamedia_s1022.gif]

Verona, Italy


September 30, 2011

[oxamedia_s1024.gif]

Sede legale: Via Oriani, 2 - 37122 Verona - Italia - Tel +39 045 8000365 - Fax +39 045 590290

Sede secondaria: Contrà Porti, 16 - 36100 Vicenza - Italia - Tel. +39 0444 237845 - Fax +39 0444 237851

P.IVA / Codice Fiscale / Registro delle Imprese di Verona 02356610234 - R.E.A. Verona 232734 - Capitale Sociale euro 60.000,00 i.v.

www.prauditing.it









OXAMEDIA CORPORATION

PROFORMA FINANCIAL STATEMENTS

FOR THE QUARTER ENDED JUNE 30, 2011



TABLE OF CONTENTS


 

 

Page

 

 

 

Balance Sheets

 

F-27

 

 

 

Statements of Income

 

F-29

 

 

 

Cash Flow

 

F-30

 

 

 

Statements of Changes in Stockholders’ Equity

 

F-31

 

 

 

Notes to Financial Statements

 

F-32




F-26






OXAMEDIA CORPORATION

PROFORMA AGGREGATE BALANCE SHEETS

(Amounts in USD)


 

 

Note

 

June 30, 2011

 

December 31, 2010

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash and cash equivalents

 

3

 

35,257

 

81,330

Accounts Receivable

 

4

 

174,025

 

107,673

Prepaid and Other Current Assets

 

5

 

773

 

1,394

Deferred tax assets

 

 

 

653

 

604

          Total Current Assets

 

 

 

210,708

 

191,001

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long - Term Assets

 

 

 

 

 

 

Office equipment

 

 

 

1,755

 

 

Long term deposits and other assets

 

 

 

211

 

156

          Total Other Assets

 

 

 

1,966

 

156

 

 

 

 

 

 

 

          TOTAL ASSETS

 

 

 

212,674

 

191,157



See accompanying notes and independent auditor's report.






F-27






OXAMEDIA CORPORATION

PROFORMA AGGREGATE BALANCE SHEETS

(Amounts in USD)


 

Note

 

June 30, 2011

 

December 31, 2010

   LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

Bank overdraft

 

7

 

28,905 

 

Current portion of long-term debt

 

7

 

8,974 

 

11,474 

Accounts payable

 

8

 

47,548 

 

13,418 

Accrued Expenses and other liabilities

 

9

 

51,939 

 

30,715 

Income Taxes Payable

 

 

 

2,753 

 

2,545 

          Total Current Liabilities

 

 

 

140,119 

 

58,152 

 

 

 

 

 

 

 

Long-Term Liabilities

 

 

 

 

 

 

Long-term debt, less current portion

 

7

 

129,402 

 

122,146 

Long-term indemnity fund

 

10

 

3,616 

 

648 

          Total Long-Term Liabilities

 

 

 

133,018 

 

122,794 

 

 

 

 

 

 

 

          TOTAL LIABILITIES

 

 

 

273,137 

 

180,946 

 

 

 

 

 

 

 

Stockholders’ Equity

 

 

 

 

 

 

Corporate capital

 

 

 

13,363 

 

13,363 

Quotas not paid-in

 

 

 

 

(10,023)

Additional paid-in capital

 

 

 

39,673 

 

17,504 

Currency Translation Adjustment reserve

 

 

 

(1,344)

 

(13)

Other reserve

 

 

 

(10,620)

 

Retained earnings - Current Year

 

 

 

(101,535)

 

(10,620)

          Total Stockholders’ Equity

 

11

 

(60,463)

 

10,211 

 

 

 

 

 

 

 

          TOTAL LIABILITIES AND
               STOCKHOLDERS’ EQUITY

212,674 

 

191,157 



See accompanying notes and independent auditor's report.





F-28





OXAMEDIA CORPORATION

PROFORMA AGGREGATE STATEMENTS OF INCOME

(Amounts in USD)


 

 

 

Note

 

June 30, 2011

 

December 31, 2010

 

 

 

 

 

 

 

 

Revenue

 

 

 

 

 

 

Sales

 

 

12

 

222,803 

 

98,816 

Other Income

 

 

 

396 

 

Total Revenue

 

 

 

223,199 

 

98,816 

 

 

 

 

 

 

 

 

Cost of Goods Sold

 

 

 

 

 

 

Cost of Sales

 

13

 

(109,348)

 

(51,577)

Total Cost of Goods Sold

 

 

 

(109,348)

 

(51,577)

 

 

 

 

 

 

 

 

Gross Income

 

 

 

113,851 

 

47,239 

 

 

 

 

 

 

 

 

SG&As

 

 

 

 

 

 

 

Selling, General & Administration Expenses

14

 

(151,508)

 

(48,658)

Management Fees

 

 

 

(35,981)

 

(6,977)

Amortization

 

 

 

(65)

 

Total SG&As

 

 

 

(187,554)

 

(55,635)

 

 

 

 

 

 

 

 

EBIT

 

 

 

 

(73,703)

 

(8,396)

 

 

 

 

 

 

 

 

Other Income (Expense)

 

 

 

 

 

 

Interest Expense

 

 

 

(2,890)

 

(303)

(Loss) Gain on Foreign Currency

 

 

58 

 

      Other

 

 

(25,000)

 

Total Other Income (Expense)

 

 

(27,832)

 

(6,699)

 

 

 

 

 

 

 

 

PBT

 

 

 

 

(101,535)

 

2,274 

 

 

 

 

 

 

 

 

Income Taxes

 

15

 

 

(2,525)

Deferred Taxes

 

15

 

 

604 

 

 

 

 

 

 

 

 

Profit After Taxes

 

 

 

(101,535)

 

(10,620)




See accompanying notes and independent auditor's report.



F-29





OXAMEDIA CORPORATION

PROFORMA AGGREGATE STATEMENT OF CASH FLOW

(Amounts in USD)


 

 

June 30, 2011

Cash flows from Operating Activities

 

 

 

 

 

Net Income

 

(101,535)

Adjustments to reconcile net loss to net cash

 

 

used in operating activities:

 

 

Amortization

 

65 

Employee severance indemnity

 

2,968 

Bad Debt

 

5,131 

Changes in assets and liabilities:

 

 

Decrease (increase) in:

 

 

Deposits and other assets

 

(55)

Accounts receivable

 

(71,483)

Prepaid and Other Current Assets

 

572 

Accounts payable

 

34,130 

Accrued Expenses and other current liabilities

 

21,432 

Net cash from (used) by operating activities

 

(108,775)

 

 

 

Cash flows from investing activities:

 

 

Purchase of property, plant, and equipment

 

(1,820)

Net cash used in investing activities

 

(1,820)

 

 

 

Cash flows from financing activities:

 

 

Bank debt

 

4,756 

Changes in stockholders' Equity

 

30,861 

Net cash (used in) provided by financing activities

 

35,617 

 

 

 

Net increase (decrease) in cash

 

(74,978)

 

 

 

Cash and cash equivalents, beginning of year

 

81,330 

 

 

 

Cash and cash equivalents for the quarter ended June 30, 2011

 

(6,352)



See accompanying notes and independent auditor's report.




F-30





OXAMEDIA CORPORATION

STATEMENT OF AGGREGATE CHANGES IN STOCKHOLDERS' EQUITY

FOR THE QUATER ENDED JUNE 30, 2011


 

 

 

Stock

 

 

 

 

 

Common Stock

 

Subscriptions

 

Accumulated

 

 Total Equity

 

No. of Shares

Amount

 

Receivable

 

Profit/(Loss)

 

 

 

 

 

 

 

 

 

 

 

Issuance of common stock at par value

10,039

$

1

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

Retroactive application of forward common stock split of 1,500 for every 1 share

15,048,461

15,059

 

(14,999)

 

-

 

59 

 

 

 

 

 

 

 

 

 

Additional paid-in capital

 

-

 

 

36,141 

 

36,141 

 

 

 

 

 

 

 

 

 

Net Income/ (Loss) carried forward

 

-

 

 

(10,973)

 

(10,973)

 

 

 

 

 

 

 

 

 

Net Income/ (Loss) for the period

 

-

 

 

(10,588)

 

(10,588)

 

 

 

 

 

 

 

 

 

Ending Balance
Oxamedia Corporation

15,058,500

$

15,060

 

$

(14,999)

 

$

14,580 

 

$

14,640 

 

 

 

 

 

 

 

 

 




 

 

 

Stock

 

 

 

 

 

Common Stock

 

Subscriptions

 

Accumulated

 

 Total Equity

 

No. of Shares

Amount

 

Receivable

 

Profit/(Loss)

 

 

 

 

 

 

 

 

 

 

 

Corporate Capital

-

$

13,363

 

 

 

$

 

$

13,363 

 

 

 

 

 

 

 

 

 

Additional paid-in Capital

-

 

 

$

(10,023)

 

$

13,496 

 

$

3,473 

 

 

 

 

 

 

 

 

 

Currency Translation Adjustment Reserve (CTA)

-

-

 

 

$

(1,344)

 

$

(1,344)

 

 

 

 

 

 

 

 

 

Net Income/ (Loss) carried forward

-

-

 

 

$

353 

 

$

353 

 

 

 

 

 

 

 

 

 

Net Income/ (Loss) for the period

-

-

 

 

$

(90,947)

 

$

(90,947)

 

 

 

 

 

 

 

 

 

Ending Balance

 Oxamedia Srl (Italy)

-

$

13,363

 

$

(10,023)

 

$

(78,442)

 

$

(75,102)

 

 

 

 

 

 

 

 

 

Ending Balance

 Oxamedia Aggregate

15,058,500

$

28,422

 

$

(25,022)

 

$

(63,862)

 

$

(60,462)



See accompanying notes and independent auditor's report.




F-31



OXAMEDIA CORPORATION

NOTES TO PROFORMA AGGREGATE FINANCIAL STATEMENTS

June 30, 2011




1.

THE COMPANY AND BASIS OF PRESENTATION


Oxamedia S.r.l. was established on September 1, 2010 by Mr Stefano Moretti (owner at 95%) and Stefano Zorzi (owner at 5%), with Registered Office in Via dell’Industria, 38 – Bussolengo, Verona, Italy. The company is an Ad Network which provides advertisers, agencies and publishers with unique digital webmarketing solutions.

In particolar, with reference to advertisers, the Company aims to provide an increased brand awarness, attract qualified visitors and increase the number of users and sales; as for agencies, the Company aims to create, target and optimize their digital campaigns; as for publishers, the Company aims to maximize their inventory to achieve the highest payouts in the market.


The bookkeeping is originated in Euros; for the purpose of representation under U.S. Gaap of the Financial Statements, the balance sheet items and the P/L captions have been translated into US Dollars using, respectively, the following exchange rates:


-

Euro / US Dollar as of June 30, 2011: 1.44530;

-

Euro / US Dollar average for the period: 1.40311


Oxamedia Corporation was organized in February 2010, under the laws of the State of Delaware.  The original name of the Company was BeWebMedia Corporation.  In August 2010, the Company amended its articles of incorporation to change its name to OxaMedia Corporation, to coincide with the purpose of providing internet services.



2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Cash and cash equivalents – The Company considers all unrestricted deposits and highly liquid investments, readily convertible to known amounts, with an original maturity of three months or less, to be cash equivalents.


Accounts receivable and credit risk - The Company sells its services mainly to advertisers, agencies and publishers. It is policy of management to review the outstanding accounts receivable at year end and establish an allowance for doubtful accounts for uncollectible amounts.  


Accounts payable and other liabilities - The Company considers accounts payable the obligations to pay for goods or services that have been acquired in the ordinary course of business form suppliers. The accounts payable and the other liabilities are classified as current liabilities if payment is due within one year or less from the reporting date. If not, they are presented as non current liabilities. They are recognized at their fair value at the balance sheet date.


Long term debt - The Company records long term debt at fair value, less directly attributable transaction costs. If there is a change in expected cash flows, the carrying amount of the long term debt is recalculated by computing the present value of estimated future cash flows at the financial instrument’s original effective interest rate. Long term debt is classified under non-current liabilities when the Group retains the unconditional right to defer the payment for at least 12 months after the balance sheet date under current liabilities when payment is due within 12 months from the balance sheet date. The Company removes long term debt from the statement of financial position when it is extinguished,  



F-32



OXAMEDIA CORPORATION

NOTES TO PROFORMA AGGREGATE FINANCIAL STATEMENTS

June 30, 2011




Employee severance indemnity fund The employee severance indemnity is a lump sum that an employee will receive upon leaving the Company, usually depending on one or more factors such as years of service and compensation.


Revenue recognition - All revenues are recognized on the base of the service rendered. The revenue is accounted for only when the service to client is completed or accrued on the basis of the service contract.  


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 amount 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 estimated.


3.

CASH AND CASH EQUIVALENTS


As at June 30, 2011, the caption is composed as follows:


Bank deposit:

 

35,027

Petty cash:

 

230

 

 

 

Cash and cash equivalents   

 

$

35,257


4.

ACCOUNTS RECEIVABLE


As at June 30, 2011, aggregate accounts receivable, amounting to $ 174,025, were mainly relating to open invoices issued for services rendered in 2011 to clients. A provision for bad debt has been accounted for the amount of $ 5,131.


5.

PREPAID AND OTHER CURRENT ASSETS


As at June 30, 2011, the caption amounting to $ 773 was in line with last year figures. Such balance item includes $ 368 for prepaid expenses.  


6.

LONG TERM DEPOSITS AND OTHER ASSETS


As at June 30, 2011, the caption refers mainly to a lump-sum deposit for electric power supply.


7.

DEBT


As at June 30, 2011, debt amounting to $ 167,281, was related to an unsecured loan granted by Banca Popolare dell’Emilia Romagna for the period 2010 – 2020 ($ 138,376) and to a bank overdraft ($ 28,905).


8.

ACCOUNTS PAYABLE


The caption as of June 30, 2011, amounting to $ 47,548, increased of $ 34,130 compared to December 31, 2010 as a consequence of the higher “cost of sales”.




F-33



OXAMEDIA CORPORATION

NOTES TO PROFORMA AGGREGATE FINANCIAL STATEMENTS

June 30, 2011



9.

ACCRUED EXPENSES AND OTHER LIABILITIES


Other liabilities, amounting to $ 51,939, increased of $ 21,224 compared to December 31, 2010. This is attributable to VAT debt for $ 17,242 ($ 12,436 at December 31, 2010), to liabilities for social securities amounting to $ 7,910 ($ 9,092 at December 31, 2010). The caption also includes debts to emplyee for wages and to Directors for $ 19,542 ($ 5,048 at December 31, 2010) and accrued expenses for $ 7,245 ($ 4,139 at December 31, 2010).



10.

EMPLOYEE SEVERANCE INDEMNITY FUND


As at June 30, 2011, employee defined benefit amounted to $ 3,616.


11.

STOCKHOLDERS’ EQUITY


The Company (Oxamedia Srl) was established in September 2010 by Mr Stefano Moretti (representing 95% of corporate capital) and by Mr Stefano Zorzi (representing 5% of corporate capital).


Stefano Moretti

12,694

 

95%

Stefano Zorzi

668

 

5%

 

 

 

 

Corporate Capital nominal

$

13,362

 

100%


During the first half of 2011, the stockholders’ of Oxamedia Corporation had an additional paid-ins for $ 36,200.


As at June 30, 2011, stockholders’ equity of Oxamedia Srl was composed as follows:


Corporate capital

13,363 

Additional paid – ins

3,473 

Currency Translation Adjustment

(1,344)

Retained earnings – Carried forward       

353 

Retained earnings - Current Year       

(90,947)

Total Equity of Oxamedia Srl

$

(75,102)

 

Oxamedia Corporation was established in February 2010. During the first half of 2011, the stockholders’ of Oxamedia Corporation had an additional paid-ins for $ 36,200.


As at June 30, 2011, stockholders’ equity of Oxamedia Corporation was composed as follows:


Common Stock

15,059 

Stock subscriptions receivable

(14,999)

Additional paid – ins

36,141 

Retained earnings - Carried forward       

(10,973)

Retained earnings - Current Year       

(10,588)

Total Equity of Oxamedia Corporation

$

14,640 




F-34



OXAMEDIA CORPORATION

NOTES TO PROFORMA AGGREGATE FINANCIAL STATEMENTS

June 30, 2011



12.

SALES


As at June 30, 2011, Sales amount to $ 222,803. Revenues relate to advertising services rendered mainly to primary companies, advertising agencies and media centers.


13.

COST OF SALES


As at June 30, 2011 cost of sales, amounting to $ 109,348, includes employee wages for $ 67,781, and charges for advertising space for $ 41,567.


14.

SELLING, GENERAL & ADMINISTRATION EXPENSES


As at June 30, 2011 selling, general & administration expenses, amounting to $ 151,508, and were composed as below:


 

June 30, 2011

 

 

 Market research  

47,301

 Professional advices  

27,007

 Agent commission  

16,453

 Data processing services  

7,702

 Telephone costs  

6,255

 Bad debt expence

5,131

 Maintenance  

5,044

 Rent

4,414

 Insurance

3,487

 Insertions not advertising  

3,389

 Chancellery  

3,197

 Electricity Energy  

1,967

 Assets not capitalized  

1,238

 Cleaning costs  

1,212

 Duties  

838

 Bank commissions  

646

 Shipment  

494

 Other

15,733

 Selling General and Administration expenses  

151,508


15.

INCOME TAXES


As of June 30, 2011, no allowance for income taxes has been accounted.




F-35



OXAMEDIA CORPORATION

NOTES TO PROFORMA AGGREGATE FINANCIAL STATEMENTS

June 30, 2011



16.

RELATED PARTIES TRANSACTIONS


Note receivable shareholder of Oxamedia Corporation amounted to $ 822 at June 30, 2011.  These monies are due within one year of advance date and are non-interest bearing.



17.

GOING CONCERN AND MANAGEMENT’S PLANS


The Companies have not generated significant recurring cash flows to sustain operations and the ability to continue as a going concern is uncertain.  


The ability of the Companies to continue as a going concern is dependent upon theirs ability to obtain financing and achieve profitable operations.  The Companies’ plans include raising equity capital through private stock offerings.  The proforma financial statements do not include any adjustments that might be necessary should the Companies be unable to continue as a going concern.  The Companies, at this time, are pursuing future possibilities to obtain more profitable operations, through mergers and acquisitions.



18.

SUBSEQUENTS EVENTS


On July 25, 2011, the Oxamedia Corporation acquired 100% ownership interest in OxaMedia S.R.L., a Company organized under the Company Law of Italy.  The purchase price of 100% of shares has been for ten thousand Euros (10,000.00) and 100 shares (pre-split shares) of the Company has been issued to the former owners of OxaMedia S.R.L.


On September 26, 2011, the Oxamedia Corporation amended its articles of incorporation to change its common stock par value from $.0001 to $.001; as well as authorize one million (1,000,000) shares of preferred stock, par value $0.001 per share.





F-36






OxaMEDIA CORPORATION

PROFORMA AGGREGATE FINANCIAL STATEMENTS

March 31, 2011




F-37





[oxamedia_s1026.gif]

Report of Independent Registered Public Accounting Firm


To the Board of Directors

Oxamedia Corporation

Sun Valley, Idaho



We have reviewed the accompanying proforma aggregate balance sheet of Oxamedia Corporation as of March 31, 2011, and the related proforma aggregate statements of operations and proforma aggregate cash flows for the three-month period then ended.  This interim financial information is the responsibility of the Company's management.


We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States).  A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters.  It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole.  Accordingly, we do not express such an opinion.


Based on our review, we are not aware of any material modifications that should be made to the accompanying interim proforma financial statements for it to be in conformity with U.S. generally accepted accounting principles.


The accompanying proforma financial statements have been prepared assuming that the Companies will continue as going concern. As discussed in Note 17 to the proforma financial statements, the Companies have incurred losses from operations and have not generated significant recurring cash flows to sustain operations and the ability to continue as a going concern is uncertain. This raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 17. The proforma financial statements do not include any adjustment that might result from the outcome of this uncertainly.


[oxamedia_s1028.gif]

Verona, Italy


September 30, 2011

[oxamedia_s1030.gif]

Sede legale: Via Oriani, 2 - 37122 Verona - Italia - Tel +39 045 8000365 - Fax +39 045 590290

Sede secondaria: Contrà Porti, 16 - 36100 Vicenza - Italia - Tel. +39 0444 237845 - Fax +39 0444 237851

P.IVA / Codice Fiscale / Registro delle Imprese di Verona 02356610234 - R.E.A. Verona 232734 - Capitale Sociale euro 60.000,00 i.v.

www.prauditing.it








OXAMEDIA CORPORATION

PROFORMA AGGREGATE FINANCIAL STATEMENTS

FOR THE QUATER ENDED MARCH 31, 2011



TABLE OF CONTENTS


 

 

Page

 

 

 

Balance Sheets

 

F-40

 

 

 

Statements of Income

 

F-42

 

 

 

Cash Flow

 

F-43

 

 

 

Statements of Changes in Stockholders’ equity

 

F-44

 

 

 

Notes to Financial Statements

 

F-45





F-39







OXAMEDIA CORPORATION

PROFORMA AGGREGATE BALANCE SHEETS

(Amounts in USD)


 

 

Note

 

March 31, 2011

 

December 31, 2010

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash and cash equivalents

 

3

 

55,138

 

81,330

Accounts Receivable

 

4

 

141,642

 

107,673

Prepaid and Other Current Assets

 

5

 

1,633

 

1,394

Deferred tax assets

 

 

 

642

 

604

          Total Current Assets

 

 

 

199,055

 

191,001

 

 

 

 

 

 

 

Long - Term Assets

 

 

 

 

 

 

Long term deposits and other assets

 

 

 

194

 

156

          Total Other Assets

 

 

 

194

 

156

 

 

 

 

 

 

 

          TOTAL ASSETS

 

 

 

199,249

 

191,157



See accompanying notes and independent auditor's report.





F-40






OXAMEDIA CORPORATION

PROFORMA AGGREGATE BALANCE SHEETS

(Amounts in USD)


 

 

Note

 

March 31, 2011

 

December 31, 2010

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

Current portion of long-term debt

 

7

 

9,188 

 

11,474 

Accounts payable

 

8

 

36,456 

 

13,418 

Accrued Expenses and other liabilities

 

9

 

41,059 

 

30,715 

Income Taxes Payable

 

 

 

2,706 

 

2,545 

          Total Current Liabilities

 

 

 

89,409 

 

58,152 

 

 

 

 

 

 

 

Long-Term Liabilities

 

 

 

 

 

 

Long-term debt, less current portion

 

7

 

129,871 

 

122,146 

Long-term indemnity fund

 

10

 

1,785 

 

648 

          Total Long-Term Liabilities

 

 

 

131,656 

 

122,794 

 

 

 

 

 

 

 

          TOTAL LIABILITIES

 

 

 

221,065 

 

180,946 

 

 

 

 

 

 

 

Stockholders’ Equity

 

 

 

 

 

 

Corporate capital

 

 

 

13,363 

 

13,363 

Quotas not paid-in

 

 

 

 

(10,023)

Additional paid-in capital

 

 

 

34,481 

 

17,504 

Currency Translation Adjustment reserve

 

 

 

(369)

 

(13)

Other reserve

 

 

 

(10,620)

 

Retained earnings - Current Year

 

 

 

(58,671)

 

(10,620)

          Total Stockholder's Equity

 

11

 

(21,816)

 

10,211 

 

 

 

 

 

 

 

          TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

199,249 

 

191,157 



See accompanying notes and independent auditor's report.





F-41





OXAMEDIA CORPORATION

PROFORMA AGGREGATE STATEMENTS OF INCOME

(Amounts in USD)


 

 

 

Note

 

March 31, 2011

 

December 31, 2010

 

 

 

 

 

(3 months period)

 

 

Revenue

 

 

 

 

 

 

Sales

 

 

12

 

91,405 

 

98,816 

Other Income

 

 

 

386 

 

Total Revenue

 

 

 

91,791 

 

98,816 

 

 

 

 

 

 

 

 

Cost of Goods Sold

 

 

 

 

 

 

Cost of Sales

 

13

 

(34,360)

 

(51,577)

Total Cost of Goods Sold

 

 

 

(34,360)

 

(51,577)

 

 

 

 

 

 

 

 

Gross Income

 

 

 

57,431 

 

47,239 

 

 

 

 

 

 

 

 

SG&As

 

 

 

 

 

 

 

Selling, General & Administration Expenses

14

 

(74,701)

 

(48,658)

Management Fees

 

 

 

(15,108)

 

(6,977)

Total SG&As

 

 

 

(89,809)

 

(55,635)

 

 

 

 

 

 

 

 

EBIT

 

 

 

 

(32,378)

 

(8,396)

 

 

 

 

 

 

 

 

Other Income (Expense)

 

 

 

 

 

 

Interest Expense

 

 

 

(1,237)

 

(303)

(Loss) Gain on Foreign Currency

 

 

(56)

 

Other

 

 

(25,000)

 

 

Total Other Income (Expense)

 

 

(26,293)

 

(303)

 

 

 

 

 

 

 

 

PBT

 

 

 

 

(58,671)

 

(8,699)

 

 

 

 

 

 

 

 

Income Taxes

 

15

 

 

(2,525)

Deferred Taxes

 

15

 

 

604 

 

 

 

 

 

 

 

 

Profit After Taxes

 

 

 

(58,671)

 

(10,620)




F-42





OXAMEDIA CORPORATION

PROFORMA AGGREGATE STATEMENT OF CASH FLOW

(Amounts in USD)


 

 

 March 31, 2011

Cash flows from Operating Activities

 

 

 

 

 

Net Income

 

(58,671)

Adjustments to reconcile net loss to net cash

 

 

used in operating activities:

 

 

Employee severance indemnity

 

1,137 

Bad debts

 

3,420 

Changes in assets and liabilities:

 

 

Decrease (increase) in:

 

 

Deposits and other assets

 

(38)

Accounts receivable

 

(37,389)

Prepaid and Other Current Assets

 

(277)

Accounts payable

 

23,039 

Accrued Expenses and other current liabilities

 

10,505 

Net cash from (used) by operating activities

 

(58,274)

 

 

 

Cash flows from financing activities:

 

 

Bank long term debt

 

5,438 

Changes in stockholders' Net Equity

 

26,644 

Net cash (used in) provided by financing activities

 

32,082 

 

 

 

Net increase (decrease) in cash

 

(26,192)

 

 

 

 

 

 

Cash and cash equivalents, beginning of year

 

81,330 

 

 

 

Cash and cash equivalents for the quarter ended March 31, 2011

 

55,138 



F-43





OXAMEDIA CORPORATION

STATEMENT OF AGGREGATE CHANGES IN STOCKHOLDERS' EQUITY

FOR THE QUARTER ENDED MARCH 31, 2011


 

 

 

Stock

 

 

 

 

 

Common Stock

 

Subscriptions

 

Accumulated

 

 Total

 

No. of Shares

Amount

 

Receivable

 

Profit/(Loss)

 

Equity

 

 

 

 

 

 

 

 

 

Issuance of common stock at par value

10,025

$

1

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

Retroactive application of forward common stock split of 1,500 for every 1 share

15,037,500

15,038

 

(14,999)

 

 

 

39 

 

 

 

 

 

 

 

 

 

Additional paid-in capital

 

-

 

 

26,962 

 

26,962 

 

 

 

 

 

 

 

 

 

Net Income/ (Loss) carried forward

 

-

 

 

(10,973)

 

(10,973)

 

 

 

 

 

 

 

 

 

Net Income/ (Loss) for the period

 

-

 

 

(15,591)

 

(15,591)

 

 

 

 

 

 

 

 

 

Ending Balance
Oxamedia Corporation

15,027,475

$

15,038

 

$

(14,999)

 

$

398 

 

$

437 

 

 

 

 

 

 

 

 

 


 

 

 

Stock

 

 

 

 

 

Common Stock

 

Subscriptions

 

Accumulated

 

 Total

 

No. of Shares

Amount

 

Receivable

 

Profit/(Loss)

 

Equity

 

 

 

 

 

 

 

 

 

Corporate Capital

-

$

13,363

 

 

 

$

 

$

13,363 

 

 

 

 

 

 

 

 

 

Additional paid-in Capital

-

 

 

$

(10,023)

 

$

17,504 

 

$

7,481 

 

 

 

 

 

 

 

 

 

Currency Translation Adjustment Reserve (CTA)

-

-

 

 

$

(369)

 

$

(369)

 

 

 

 

 

 

 

 

 

Net Income/ (Loss) carried forward

-

-

 

 

$

353 

 

$

353 

 

 

 

 

 

 

 

 

 

Net Income/ (Loss) for the period

-

-

 

 

$

(43,080)

 

$

(43,080)

 

 

 

 

 

 

 

 

 

Ending Balance

 Oxamedia Srl (Italy)

-

$

13,363

 

$

(10,023)

 

$

(25,592)

 

$

(22,252)

 

 

 

 

 

 

 

 

 

Ending Balance

 Oxamedia Aggregate

15,037,500

$

28,401

 

$

(25,022)

 

$

(25,194)

 

$

(21,815)


See accompanying notes and independent auditor's report.



F-44



OXAMEDIA CORPORATION

NOTES TO PROFORMA AGGREGATE FINANCIAL STATEMENTS

March 31, 2011




1.

THE COMPANY AND BASIS OF PRESENTATION


Oxamedia S.r.l. was established on September 1, 2010 by Mr Stefano Moretti (owner at 95%) and Stefano Zorzi (owner at 5%), with Registered Office in Via dell’Industria, 38 – Bussolengo, Verona, Italy. The company is an Ad Network which provides advertisers, agencies and publishers with unique digital webmarketing solutions.

In particolar, with reference to advertisers, the Company aims to provide an increased brand awarness, attract qualified visitors and increase the number of users and sales; as for agencies, the Company aims to create, target and optimize their digital campaigns; as for publishers, the Company aims to maximize their inventory to achieve the highest payouts in the market.


The bookkeeping is originated in Euros; for the purpose of representation under U.S. Gaap of the Financial Statements, the balance sheet items and the P/L captions have been translated into US Dollars using, respectively, the following exchange rates:


-

Euro / US Dollar as of March 31, 2011: 1.4207;

-

Euro / US Dollar average for the period: 1.3669


Oxamedia Corporation was organized in February 2010, under the laws of the State of Delaware.  The original name of the Company was BeWebMedia Corporation.  In August 2010, the Company amended its articles of incorporation to change its name to OxaMedia Corporation, to coincide with the purpose of providing internet services.


2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Cash and cash equivalents – The Company considers all unrestricted deposits and highly liquid investments, readily convertible to known amounts, with an original maturity of three months or less, to be cash equivalents.


Accounts receivable and credit risk - The Company sells its services mainly to advertisers, agencies and publishers. It is policy of management to review the outstanding accounts receivable at year end and establish an allowance for doubtful accounts for uncollectible amounts.  


Accounts payable and other liabilities - The Company considers accounts payable the obligations to pay for goods or services that have been acquired in the ordinary course of business form suppliers. The accounts payable and the other liabilities are classified as current liabilities if payment is due within one year or less from the reporting date. If not, they are presented as non current liabilities. They are recognized at their fair value at the balance sheet date.


Long term debt - The Company records long term debt at fair value, less directly attributable transaction costs. If there is a change in expected cash flows, the carrying amount of the long term debt is recalculated by computing the present value of estimated future cash flows at the financial instrument’s original effective interest rate. Long term debt is classified under non-current liabilities when the Group retains the unconditional right to defer the payment for at least 12 months after the balance sheet date under current liabilities when payment is due within 12 months from the balance sheet date. The Company removes long term debt from the statement of financial position when it is extinguished,  




F-45



OXAMEDIA CORPORATION

NOTES TO PROFORMA AGGREGATE FINANCIAL STATEMENTS

March 31, 2011




Employee severance indemnity fund The employee severance indemnity is a lump sum that an employee will receive upon leaving the Company, usually depending on one or more factors such as years of service and compensation.


Revenue recognition - All revenues are recognized on the base of the service rendered. The revenue is accounted for only when the service to client is completed or accrued on the basis of the service contract.  


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 amount 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 estimated.


3.

CASH AND CASH EQUIVALENTS         


As at March 31, 2011, the caption is composed as follows:


Bank deposit:

54,679

Petty cash:

459


Cash and cash equivalents

$ 55,138


4.

ACCOUNTS RECEIVABLE         


As at March 31, 2011, accounts receivable, amounting to $ 141,642, were mainly relating to open invoices issued for services rendered to clients in the first three months 2011. A provision for bad debt has been accounted for the amount of $ 3,420.


5.

PREPAID AND OTHER CURRENT ASSETS


As at March 31, 2011, the caption amounting to $ 1,633 was in line with last year figures. Such balance item included $ 132 for prepaid expenses.  


6.

LONG TERM DEPOSITS AND OTHER ASSETS


As at March 31, 2011, the caption refers mainly to a lump-sum deposit for electric power supply.


7.

DEBT


As at March 31, 2011, debt amounting to $ 139,059, was related to an unsecured loan granted by Banca Popolare dell’Emilia Romagna for the period 2010 – 2020.


8.

ACCOUNTS PAYABLE


The caption as of March 31, 2011, amounting to $ 36,456, increased of $ 31,011 compared to last year as a consequence of the higher “cost of sales” below detailed.




F-46



OXAMEDIA CORPORATION

NOTES TO PROFORMA AGGREGATE FINANCIAL STATEMENTS

March 31, 2011





9.

ACCRUED EXPENSES AND OTHER LIABILITIS


Other liabilities, amounting to $ 41,059, increased of $ 10,344 compared to December 31, 2010. This is attributable to VAT debt for $ 18,992 ($ 12,436 at December 31, 2010), to liabilities for social securities amounting to $ 6,875 ($ 9,092 at December 31, 2010); the caption also includes debts to emplyee for wages and to Directors for $ 12,020 ($ 5,048 at December 31, 2010) and accrued expenses for $ 3,172 ($ 4,139 at December 31, 2010).


10.

EMPLOYEE SEVERANCE INDEMNITY FUND


As at March 31, 2011, employee defined benefit amounted to $ 1,785, increased of $ 1,137 as a consequence of the accrued employees severance indemnity for the period.  



11.

STOCKHOLDERS’ EQUITY


Oxamedia Srl was established in September 2010 by Mr Stefano Moretti (representing 95% of corporate capital) and by Mr Stefano Zorzi (representing 5% of corporate capital).


Stefano Moretti

12,694

95%

Stefano Zorzi            

668

5%

 

 

 

Corporate Capital nominal

$

13,362

100%


As at March 31, 2011, stockholders’ equity of Oxamedia Italy was composed as follows:


Corporate capital

13,363 

Additional paid – ins

7,481 

Currency Translation Adjustment

(369)

Retained earnings - Carried forward       

353 

Retained earnings - Current Year       

(43,080)

Total Equity of Oxamedia Srl

$

(22,252)


Oxamedia Corporation was established in February 2010. During the first quarter of 2011, the stockholders’ of Oxamedia Corporation had an additional paid-ins for $ 27,000.


As at March 31, 2011, stockholders’ equity of Oxamedia Corporation was composed as follows:


Common Stock

15,038 

Stock subscriptions receivable

(14,999)

Additional paid – ins

26,962 

Retained earnings - Carried forward       

(10,973)

Retained earnings - Current Year       

(15,591)

Total Equity of Oxamedia Corporation

$

437 



F-47



OXAMEDIA CORPORATION

NOTES TO PROFORMA AGGREGATE FINANCIAL STATEMENTS

March 31, 2011







12.

SALES


As at March 31, 2011, sales amount to $ 91,405. Sales are related to advertising services rendered mainly to primary companies, advertising agencies and media centers.



13.

COST OF SALES


As at March 31, 2011 cost of sales, amounting to $ 34,360.



14.

SELLING, GENERAL & ADMINISTRATION EXPENSES


As at March 31, 2011 selling, general & administration expenses, amounting to $ 74,701, and were composed as below:


 

March 31, 2011

Market research  

28,126

 Agent commission  

12,986

 Professional advices  

4,849

 Telephone costs  

3,508

 Bad debt expense

3,420

 Data processing services  

2,892

 Rent

2,350

 Insertions not advertising  

2,304

 Maintenance  

2,255

 Chancellery  

1,708

 Insurance

1,498

 Electricity Energy  

1,026

 Duties  

639

 Bank commissions  

619

 Cleaning costs  

591

 Shipment  

218

 Assets not capitalized  

100

 Other

5,612

 Selling General and

 

 Administration expenses  

$

74,701


15.

INCOME TAXES


As of March 31, 2011, no allowance for income taxes has been accounted.




F-48



OXAMEDIA CORPORATION

NOTES TO PROFORMA AGGREGATE FINANCIAL STATEMENTS

March 31, 2011





16.

RELATED PARTIES TRANSACTIONS


Note receivable shareholder of Oxamedia Corporation amounted to $ 127 at March 31, 2011.  These monies are due within one year of advance date and are non-interest bearing.


17.

GOING CONCERN AND MANAGEMENT’S PLANS


The Companies have not generated significant recurring cash flows to sustain operations and the ability to continue as a going concern is uncertain.  


The ability of the Companies to continue as a going concern is dependent upon theirs ability to obtain financing and achieve profitable operations.  The Companies’ plans include raising equity capital through private stock offerings.  The proforma financial statements do not include any adjustments that might be necessary should the Companies be unable to continue as a going concern.  The Companies, at this time, are pursuing future possibilities to obtain more profitable operations, through mergers and acquisitions.


18.

SUBSEQUENTS EVENTS


On July 25, 2011, the Oxamedia Corporation acquired 100% ownership interest in OxaMedia S.R.L., a Company organized under the Company Law of Italy.  The purchase price of 100% of shares has been for ten thousand Euros (10,000.00) and 100 shares (pre-split shares) of the Company has been issued to the former owners of OxaMedia S.R.L.


On September 26, 2011, the Oxamedia Corporation amended its articles of incorporation to change its common stock par value from $.0001 to $.001; as well as authorize one million (1,000,000) shares of preferred stock, par value $0.001 per share.


At the same time, the Oxamedia Corporation authorized a forward common stock split of 1,500 shares for every 1 share of common stock owned.  Therefore the number of shares outstanding increased from 10,000 to 15,000,000.  Common stock has been retroactively adjusted for this split as if it occurred on February 16, 2010..





F-49





OxaMEDIA CORPORATION

PROFORMA AGGREGATE FINANCIAL STATEMENTS

December 31, 2010




F-50





[oxamedia_s1032.gif]

Report of Independent Registered Public Accounting Firm


To the Board of Directors

Oxamedia Corporation

Sun Valley, Idaho



We have audited the accompanying proforma aggregate balance sheet of Oxamedia Corporation as of December 31, 2010, and the related proforma aggregate statements of operations, proforma aggregate stockholders' equity, and proforma aggregate cash flows for the year then ended. These proforma financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.


We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides  a reasonable basis for our opinion.


In our opinion, the proforma financial statements referred to above present fairly, in all material respects, the financial position of the aggregated Companies as of  December 31, 2010, and the results of  operations and cash flows for the period ended December 31, 2010, in conformity with U.S. generally accepted accounting principles.


The accompanying proforma financial statements have been prepared assuming that the Companies will continue as a going concern. As discussed in Note 17 to the proforma financial statements, the Companies have not generated significant recurring cash flows to sustain operations and the ability to continue as a going concern is uncertain.  This raises substantial doubts about the Companies ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 17. The proforma financial statements do not include any adjustments that might result from the outcome of this uncertainty.


[oxamedia_s1034.gif]

Verona, Italy


September 30, 2011

[oxamedia_s1036.gif]


Sede legale: Via Oriani, 2 - 37122 Verona - Italia - Tel +39 045 8000365 - Fax +39 045 590290

Sede secondaria: Contrà Porti, 16 - 36100 Vicenza - Italia - Tel. +39 0444 237845 - Fax +39 0444 237851

P.IVA / Codice Fiscale / Registro delle Imprese di Verona 02356610234 - R.E.A. Verona 232734 - Capitale Sociale euro 60.000,00 i.v.

www.prauditing.it








OXAMEDIA CORPORATION

PROFORMA AGGREGATE FINANCIAL STATEMENTS

DECEMBER 31, 2010



TABLE OF CONTENTS



 

 

Page

 

 

 

Balance Sheets

 

F-53

 

 

 

Statements of Income

 

F-55

 

 

 

Cash Flow

 

F-56

 

 

 

Statements of Changes in Stockholders’ equity

 

F-57

 

 

 

Notes to Financial Statements

 

F-58





F-52





OXAMEDIA CORPORATION

PROFORMA AGGREGATE BALANCE SHEET

(Amounts in USD)


 

 

Note

 

December31, 2010

 

 

 

 

 

     ASSETS

 

 

 

 

 

 

 

 

 

Current Assets

 

 

 

 

Cash and cash equivalents

 

3

 

81,330

Accounts Receivable

 

4

 

107,673

Prepaid and Other Current Assets

 

5

 

1,394

Deferred tax assets

 

15

 

604

          Total Current Assets

 

 

 

191,001

 

 

 

 

 

 

 

 

 

 

Long - Term Assets

 

 

 

 

Long term deposits and other assets

 

6

 

156

          Total Other Assets

 

 

 

156

 

 

 

 

 

          TOTAL ASSETS

 

 

 

191,157




F-53





OXAMEDIA CORPORATION

PROFORMA AGGREGATE BALANCE SHEET

(Amounts in USD)


 

 

Note

 

December 31, 2010

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

Current portion of long-term debt

 

7

 

11,474 

Accounts payable

 

8

 

13,418 

Accrued Expenses and other liabilities

 

9

 

30,715 

Income Taxes Payable

 

15

 

2,545 

          Total Current Liabilities

 

 

 

58,152 

 

 

 

 

 

Long-Term Liabilities

 

 

 

 

Long-term debt, less current portion

 

7

 

122,146 

Long-term indemnity fund

 

10

 

648 

          Total Long-Term Liabilities

 

 

 

122,794 

 

 

 

 

 

          TOTAL LIABILITIES

 

 

 

180,946 

 

 

 

 

 

Stockholder's Equity

 

 

 

 

Corporate capital

 

 

 

13,363 

Quotas not paid-in

 

 

 

(10,023)

Additional paid-in capital

 

 

 

17,504 

Currency Translation Adjustment reserve

 

 

 

(13)

Other reserve

 

 

 

Retained earnings - Current Year

 

 

 

(10,620)

          Total Stockholder's Equity

 

11

 

10,211 

 

 

 

 

 

          TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY

 

 

 

191,157




F-54





OXAMEDIA CORPORATION

PROFORMA AGGREGATE STATEMENT OF INCOME

(Amounts in USD)


 

 

 

Note

 

December 31, 2010

 

 

 

 

 

Revenue

 

 

 

 

Sales

 

 

12

 

98,816 

Other Income

 

 

 

Total Revenue

 

 

 

98,816 

 

 

 

 

 

 

Cost of Goods Sold

 

 

 

 

Cost of Sales

 

13

 

(51,577)

Total Cost of Goods Sold

 

 

 

(51,577)

 

 

 

 

 

 

Gross Income

 

 

 

47,239 

 

 

 

 

 

 

SG&As

 

 

 

 

 

Selling, General & Administration Expenses

14

 

(48,658)

Management Fees

 

 

 

(6,977)

Total SG&As

 

 

 

(55,635)

 

 

 

 

 

 

EBIT

 

 

 

 

(8,396)