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EX-32 - NEW MEDIA INSIGHT GROUP, INC.ex32_nmed-apr2012.htm
EX-31 - NEW MEDIA INSIGHT GROUP, INC.ex31_nmed-apr2012.htm

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 10-K

 

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended April 30, 2012

 

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from [    ] to [    ]

 

Commission file number: 005-86859 

 

NEW MEDIA INSIGHT GROUP, INC.
(Exact name of registrant as specified in its charter)

 

Nevada

27-2235001

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

 

 

PO Box 4132, Kailua-Kona, HI

96745-4132

(Address of principal executive offices)

(Zip Code)

 

Registrant's telephone number, including area code: (808) 315-6666

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

Name of Each Exchange On Which Registered

N/A

N/A

 

Securities registered pursuant to Section 12(g) of the Act:   None.

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes [   ]     No [X]

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act
Yes [   ]     No [X]  

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the last 90 days.
Yes [X]     No [   ]
 

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registration statement was required to submit and post such files).
Yes [X]     No [   ]
 

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [  ]  

 

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [   ]

Accelerated filer                   [   ]

Non-accelerated filer   [   ]

Smaller reporting company [X]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes [   ]     No [X]  

 

The aggregate market value of Common Stock held by non-affiliates of the Registrant on October 31, 2011, was $Nil based on a $Nil average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. (There was no bid or ask price of our common shares during this quarter).

 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.

3,437,500 as of July 10, 2012  

 

DOCUMENTS INCORPORATED BY REFERENCE

 

None.

 

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TABLE OF CONTENTS

 

Item 1. Business

4

Item 1A. Risk Factors

7

Item 1B. Unresolved Staff Comments

10

Item 2. Properties

10

Item 3. Legal Proceedings

10

Item 4. Mine Safety Disclosure

10

PART II

10

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

10

Item 6. Selected Financial Data

11

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

11

Item 8. Financial Statements and Supplementary Data

16

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

26

Item 9A. Controls and Procedures

26

Item 9B. Other Information

26

PART III

27

Item 10. Directors, Executive Officers and Corporate Governance

27

Item 11. Executive Compensation

30

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

31

Item 13. Certain Relationships and Related Transactions, and Director Independence

32

Item 14. Principal Accounting Fees and Services

32

 

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Cautionary Statement Regarding Forward-Looking Statements

 

Except for historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses.  Such forward-looking statements include, among others, those statements including the words “expects,” “anticipates,” “intends,” “believes” and similar language.  Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in the sections “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”  You should carefully review the risks described in this Annual Report on Form 10-K and in other documents we file from time to time with the Securities and Exchange Commission.  You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report.  We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.

 

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

 

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

 

In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.

 

All references in this Form 10-K to the “Company,” “New Media,” “NMIG,” “we,” “us” or “our” are to New Media Insight Group, Inc.

 

Item 1.   Business

 

Business Development  

 

New Media Insight Group, Inc. was incorporated in the State of Nevada on March 29, 2010, and our fiscal year end is April 30.  The company's administrative offices are located at PO Box 4132 Kailua-Kona, HI 96745-4132.  The telephone number is 808-315-6666. 

 

New Media Insight Group, Inc. began generating revenues in December 2010 and continued to increase its revenues throughout fiscal year 2011.  Revenues for fiscal 2012 decreased to $10,525.  It has limited cash on hand.  We have sustained losses since inception, and for funding, we have relied upon the sale of our securities and loans from our corporate officers and directors as well as revenue from our sales which began in December 2010.

 

New Media has never declared bankruptcy, been in receivership, or involved in any kind of legal proceeding.  New Media, its directors, officers, affiliates and promoters, have not and do not intend to enter into negotiations or discussions with representatives or owners of any other businesses or companies regarding the possibility of an acquisition or merger.

 

Principal Services and Their Markets  

 

New Media Insight Group, Inc. is an internet marketing company that provides comprehensive web and mobile -based advertising solutions.  The Company specializes in designing search engine optimized (SEO) websites, social media marketing including the maximization of Twitter, Facebook, You Tube and Linked-In, as well as providing clients with effective Facebook and Google AdWord campaigns as well as banner advertising campaigns.  The Company optimizes client sites (both new and renovated) in three distinct ways: the first focuses on specialized website content, the second places the content into a ‘CMS (content management)’ format, and the third combines the two into a cohesive and well-optimized design.  The heart of an SEO website is its content writing.  There are very specific parameters and word combinations that, when properly employed, will elevate a website’s organic search rankings.  Our Company carefully researches the business of each prospective client, articulates their message and in a specific number of word combinations, both on the ‘home’ page and on ‘linked’ pages, elevating their profile to ‘expert’ status.  ‘Expert’ status (or profile) means that when the proper content (5,000 to 40,000 words) is matched with the right web platform, the client will become (in the eyes of the search engines) an expert in its chosen field.  Again, achieving ‘expert’ or high ranking status boils down to having the right content on the right platform.  Our CMS web platforms empower clients to take control of their own on-line presence, and edit or change text at will. The ability to empower and up-sell clients on our advanced services constitutes New Media’s competitive advantage and means to grow. 

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To support the SEO website production, New Media also offers a full package of social media marketing and creative production services.  The social media package includes the creation of professional profiles that are regularly updated and managed, as well as linked directly to the client’s website.  This SEO enhancing function also is matched with creative production services.  New Media recruits creative design talent to ensure that the website designs are stylish and conform with SEO best practices.  The design team also creates client ads, shoots photography, or implements general marketing campaigns that often combine Internet with traditional forms of advertising.  The Company’s overarching goal is to provide clients with a combination of Internet advertising solutions that mutually support one another, increase a client’s profile (rankings) and ultimately make them a well-optimized expert (leader) in their chosen market or field.  Success of these efforts is measured by increased leads and sales. 

 

Another Internet advertising service offered by the Company relates to Facebook and Google Adwords pay per click campaigns, along with and banner advertising.  Google Adwords and Facebook campaigns are offered to clients as a compliment to their SEO efforts.  Key words and traffic can be purchased by the month on a pay per click formulae: the more a client spends per month, or per key word, the greater the traffic generated to a site via a Google search.  These types of paid campaigns often work well in combination with an SEO optimized website, and NMIG provides the proper guidance to clients on how best to implement.  A full slate of ‘banner advertising’ options are available to clients wishing to take advantage of these increasingly popular mediums.  The Company’s target demographic is mid to large size companies that may have a presence on the web but are unhappy with the results they are achieving with their web-based marketing.  This target demographic may also have a limited understanding of the ways in which SEO, on-line social networking, Google Adwords, and banner advertising can improve sales. 

 

In 2012, the company also took steps to better position itself to provide customers with mobile / smart phone advertising solutions.

 

New Media is currently in the process of assembling additional talent, hardware, and necessary website improvements for continued growth. We have sourced initial customers through our on-line marketing efforts and are generating revenues.

 

Distribution Methods

 

We are offering our services to prospective clients primarily via our website www.newmediainsightgroup.com.

 

Competitive Business Conditions and Strategy; New Media’s Position in the Industry  

 

New Media Insight Group (NMIG) has established itself as a competitive company in the already existing realm of internet marketing and advertising.  New Media’s main competitors are firms offering similar services and functions.

 

Our strategic approach is to offer specific value-added services in one of the fastest growing advertising mediums in the world.  The objective will be to market our SEO (Search Engine Optimization) and Website upgrade services in conjunction with supporting Google AdWords, Twitter, Facebook, and Linked-in campaigns.  Our method will be to consult and educate our clients on what will work best for their specific needs.

 

 

 

 

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Talent Sources and Names of Principal Suppliers  

 

New Media sells our services through our own website and attracts the required talent through network connections and recruiting agencies.  We have identified and are using two independent contractors thus far.

 

Dependence on one or a few major customers  

 

New Media’s business plan targets small to mid-size companies that wish to improve their on-line marketing.  It would be dependent on finding clients that fit this profile to succeed.

 

Patents, Trademarks, Licenses, Agreements or Contracts

 

There are no aspects of our business plan which require a patent, trademark, or product license. We have not entered into any vendor agreements or contracts that give or could give rise to any obligations or concessions.

 

Governmental Controls, Approval and Licensing Requirements  

 

We are not currently subject to direct federal, state or local regulation other than regulations applicable to businesses generally or directly applicable to electronic commerce.  However, the Internet is increasingly popular.  As a result, it is possible that a number of laws and regulations may be adopted with respect to the Internet.  These laws may cover issues such as user privacy, freedom of expression, pricing, content and quality of products and services, taxation, advertising, intellectual property rights and information security.  Furthermore, the growth of electronic marketing may prompt calls for more stringent consumer protection laws.  Several states have proposed legislation to limit the uses of personal user information gathered online or require online services to establish privacy policies.  The Federal Trade Commission has also initiated action against at least one online service regarding the manner in which personal information is collected from users and provided to third parties.  We will not provide personal information regarding our users to third parties.  However, the adoption of such consumer protection laws could create uncertainty in Web usage and reduce the demand for our products.

 

We are not certain how our business may be affected by the application of existing laws governing issues such as property ownership, copyrights, encryption and other intellectual property issues, taxation, libel, obscenity and export or import matters.  The vast majority of such laws were adopted prior to the advent of the Internet.  As a result, they do not contemplate or address the unique issues of the Internet and related technologies.  Changes in laws intended to address such issues could create uncertainty in the Internet market place.  Such uncertainty could reduce demand for services or increase the cost of doing business as a result of litigation costs or increased service delivery costs.

 

In addition, because our services results in the distribution of advertisements over the Internet in multiple states and foreign countries, other jurisdictions may claim that we are required to qualify to do business in each such state or foreign country.  We are qualified to do business only in Nevada.  Our failure to qualify in a jurisdiction where it is required to do so could subject it to taxes and penalties.  It could also hamper our ability to enforce contracts in such jurisdictions. The application of laws or regulations from jurisdictions whose laws currently apply to our business could have a material adverse affect on our business, results of operations and financial condition.

 

Research and Development Activities and Costs  

 

We have spent no time on specialized research and development activities, and have no plans to undertake any research or development in the future.

 

Compliance with Environmental Laws

 

There are no special environmental laws for offering marketing & advertising services on the internet.

 

Number of Employees  

 

New Media has no employees.  The officers and directors are allocating their time to the development of the Company, and intend to do whatever work is necessary in order to bring us to the point of earning revenues.  We do not have any formal contracts with the officers and directors for management fees.  As of the date of this report, Mike Hay has received management fees in the amount of $3,675 and David Carpenter has received $5,179.  We have no other employees, and do not foresee hiring any additional employees in the near future.  We have identified and are using two independent contractors thus far to provide our services.  We will continue to seek additional contractors through network connections and recruiting agencies. 

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Reports to Security Holders  

 

We filed a Prospectus as part of a Form S-1 registration statement, as amended, with the Securities and Exchange Commission and will file reports, including quarterly and annual reports, with the Commission pursuant to Section 12(b) or (g) of the Exchange Act.  The public may read and copy any materials filed with the SEC at the SEC's Public Reference Room at 100 F Street NE, Washington, DC 20549.  The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.  The Company files its reports electronically with the SEC.  The SEC maintains an Internet site that contains reports, proxy and information statements, and other electronic information regarding New Media and filed with the SEC at http://www.sec.gov.

 

Change of Control

 

Not Applicable.

 

Item 1A.   Risk Factors

 

Our business operations are subject to a number of risks and uncertainties, including, but not limited to those set forth below:

 

RISKS ASSOCIATED WITH NEW MEDIA INSIGHT GROUP, INC.:

 

Our independent auditors have issued an audit opinion for New Media Insight Group, Inc., which includes a statement describing our going concern status.  Our financial status creates a doubt whether we will continue as a going concern. 

 

As described in Note 6 of our accompanying financial statements, our auditors have issued a going concern opinion regarding the Company.  This means there is substantial doubt we can continue as an ongoing business for the next twelve months.  The financial statements do not include any adjustments that might result from the uncertainty regarding our ability to continue in business.  As such we may have to cease operations and investors could lose part or all of their investment in the Company.

 

We have a minimal operating history and have losses which we expect to continue into the future.  There is no assurance our future operations will result in profitable revenues.  If we cannot generate sufficient revenues to operate profitably, we may suspend or cease operations.

 

We were incorporated on March 29, 2010, and we have only started our proposed business operations in December 2010 realizing revenues of $38,450 through April 30, 2012.  We do not have a sufficient operating history upon which an evaluation of our future success or failure can be made.  Our net loss since inception to April 30, 2012, was $63,007. Our ability to achieve and maintain profitability and positive cash flow is dependent upon:

 

·         Our ability to attract customers who will buy our services,

·         Our ability to generate revenue through the sale of our services.

 

Based upon current plans, we expect to incur operating losses in future periods because we will be incurring expenses in excess of revenues.  We cannot guarantee that we will be successful in generating sufficient revenues in the future.  In the event the Company is unable to generate sufficient revenues it may be required to seek additional funding.  Such funding may not be available, or may not be available on terms which are beneficial and/or acceptable to the Company.  In the event the Company cannot generate sufficient revenues and/or secure additional financing, the Company may be forced to cease operations and investors will likely lose some or all of their investment in the Company.

 

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We do not have any additional source of funding for our business plans and may be unable to find any such funding if and when needed, resulting in the failure of our business.

 

No other source of capital has been has been identified or sought.  If we do find an alternative source of capital, the terms and conditions of acquiring such capital may result in dilution and the resultant lessening of value of the shares of stockholders.

 

We possess minimal capital.  

 

We possess minimal capital and must limit the amount of marketing we can perform with respect to our website.  Our business plan contemplates the generation of revenues through the sale of goods and services via our website.  Our limited marketing activities may not attract enough paying customers to generate sufficient revenue to operate profitably, expand our services, implement our business plan or continue operating our business.  Our limited marketing capabilities may have a negative effect on our business and may cause us to limit or cease our business operations which could result in investors losing some or all of their investment in the Company. 

 

We are dependent upon our current officers and directors.

 

We currently are managed by 2 officers and 2 directors and we are entirely dependent upon them in order to conduct our operations.  If they should resign or die, there will be no one to run New Media Insight Group, Inc., and the company has no Key Man insurance.  If our current officers are no longer able to serve as such and we are unable to find other persons to replace them, it will have a negative effect on our ability to continue active business operations, and could result in investors losing some or all of their investment in the Company.

 

Our business mode requires the use of outside personnel, who may not be available when needed.

 

The Company seeks to grow its business in the ever-expanding niche of Internet marketing and advertising, while maintaining a low cost of operations.  The Company will utilize a virtual workplace (employees and independent contractors will primarily work from their residences eliminating their need for permanent offices), will retain only a minimum number of full time employees and instead hire a core group of independent contractors on an as needed basis.  If we are unable to hire the required talent and/or are unable to get our technology functional, it may have a negative effect on our ability to implement our business plan.  In such an event, we may be required to change our business plan or curtail or delay implementation of some, or all, of our business plan.

 

Risks Associated with Our Common Stock

 

The lack of a trading market for our common stock may impair your ability to sell your shares.

 

There has not been a trading market for our common stock since our inception. The lack of an active market may impair a shareholder’s ability to sell shares or at a price that considered reasonable. The lack of an active market may also reduce the fair market value of our shares. An inactive market may also impair our ability to raise capital by selling shares of capital stock and may impair our ability to acquire other assets or companies by using common stock as consideration.

 

Our common stock is currently quoted on OTC Bulletin Board under the symbol “NMED”.  As indicated above, our common stock is not presently trading. As a result, investors may find it difficult to obtain accurate quotations of the price of our common stock. This situation severely limits the liquidity of the common stock and hampers our ability to raise additional capital.

 

We do not expect to pay dividends in the foreseeable future.

 

We do not intend to declare dividends for the foreseeable future, as we anticipate that we will reinvest future earnings in the development and growth of our business. Therefore, investors will not receive any funds unless they sell their common stock, and stockholders may be unable to sell their shares on favorable terms or at all. Investors cannot be assured of a positive return on investment or that they will not lose the entire amount of their investment in our common stock.

 

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Applicable SEC rules governing the trading of “penny stocks” will limit the trading and liquidity of our common stock, which may affect the trading price of our common stock.

 

Our common stock is considered to be a “penny stock” and is therefore subject to SEC rules and regulations that (i) impose limitations upon the manner in which our shares may be publicly traded and (ii) regulate broker-dealer practices in connection with transactions in “penny stocks.” Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges such as the NASDAQ Stock Market, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules generally require that prior to a transaction in a penny stock, the broker-dealer 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. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules and may increase the difficulty investors might experience in attempting to liquidate such securities.

 

We will incur ongoing costs and expenses for SEC reporting and compliance, without revenue we may not be able to remain in compliance, making it difficult for investors to sell their shares, if at all.

 

The Company will have ongoing SEC compliance and reporting obligations.  Such ongoing obligations will require the Company to expend additional amounts on compliance, legal and auditing costs.  In order for us to remain in compliance we will require future revenues to cover the cost of these filings, which could comprise a substantial portion of our available cash resources.  If we are unable to generate sufficient revenues to remain in compliance, it may be difficult for you to resell any shares you may purchase, if at all.

 

Our officers and directors own 58% of the outstanding shares of our common stock. If they choose to sell their shares in the future, it might have an adverse effect on the price of our stock.

 

Due to the controlling amount of their share ownership in our Company, if our officers and directors decide to sell their shares in the public market, the market price of our stock could decrease and all shareholders suffer a dilution to the value of their stock.  Unless registered in the future, if our officers and directors decide to sell any of their common stock, they will be subject to Rule 144 under the 1933 Securities Act.  Rule 144 restricts the ability of a director or officer (affiliate) to sell shares by limiting the sales of securities made under Rule 144 during any three-month period to the greater of: (1) 1% of the outstanding common stock of the issuer; or (2) the average weekly reported trading volume in the outstanding common stock reported on all securities exchanges during the four calendar weeks preceding the filing of the required notice of the sale under Rule 144 with the SEC.

 

Our directors will control and make corporate decisions that may differ from those that might be made by the other shareholders.

 

Due to the controlling amount of their share ownership in our Company, our directors will have a significant influence in determining the outcome of all corporate transactions, including the power to prevent or cause a change in control.  Their interests may differ from the interests of other stockholders and thus result in corporate decisions that are disadvantageous to other shareholders.

 

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Item 1B.   Unresolved Staff Comments

 

As a “smaller reporting company”, we are not required to provide the information required by this Item.

 

Item 2.      Properties

 

New Media’s mailing address is located at PO Box 4132, Kailua-Kona, HI 96745-4132, and the telephone number is (808) 315-6666.  The executive office is the principle residence of our President, David Carpenter, and the Company does not pay rent.  We do not have any formal rental agreement and therefore, this arrangement can be broken by either party at any time, without any prescribed amount of notice.  We have access to an office space of approximately 150 sq. ft. that includes computer equipment, fax machine and internet access.  We have no intention of finding, in the near future, another office space to rent during the development stage of the company. 

New Media does not currently have any investments or interests in any real estate, nor do we have investments or an interest in any real estate mortgages or securities of persons engaged in real estate activities.

 

Item 3.      Legal Proceedings

 

We know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our company.

 

Item 4.      Mine Safety Disclosure

 

Not applicable.

 

PART II

 

Item 5.      Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

Market Information

 

Our common stock is quoted on the OTC Bulletin Board under the symbol “NMED.OB”. However, our common stock has not actively traded since our inception.  Accordingly, there is no active market for our securities.  

 

Our common shares are issued in registered form. ClearTrust, LLC, 16540 Pointe Village Dr., Suite 206, Lutz, Florida 33558 Telephone: (813) 235-4490; Facsimile: (813) 388-4549 is the registrar and transfer agent for our common shares.

 

As of July 1, 2012, we had 31 shareholders of record of our common stock and 3,437,500 shares outstanding.

 

Dividend Policy

 

We have not paid any cash dividends on our common stock and have no present intention of paying any dividends on the shares of our common stock. Our current policy is to retain earnings, if any, for use in our operations and in the development of our business. Our future dividend policy will be determined from time to time by our board of directors.

 

Equity Compensation Plan Information

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None.

 

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

 

We did not sell any equity securities which were not registered under the Securities Act during the year ended April 30, 2012, that were not otherwise disclosed on our quarterly reports on Form 10-Q or our current reports on Form 8-K filed during the year ended April 30, 2012.

 

Purchase of Equity Securities by the Issuer and Affiliated Purchasers

 

We did not purchase any of our shares of common stock or other securities during our fourth quarter of our fiscal year ended April 30, 2012.

 

Item 6.      Selected Financial Data

 

As a “smaller reporting company”, we are not required to provide the information required by this Item.

 

Item 7.      Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion should be read in conjunction with our consolidated audited financial statements and the related notes that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute report, particularly in the section entitled "Risk Factors" beginning on page 8 of this annual report.

 

Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

 

Executive Summary

 

We have developed a web based business offering marketing and advertising solutions to prospects wishing to improve their online presence.  The Company is virtual in nature, meaning that employees and contractors will primarily work from home, negating the need to retain formal office space.  Our services are highly specialized and focus on website design, mobile / smart phone marketing, search engine optimization, as well as social media advertising through Twitter, Facebook, LinkedIn, and You Tube. Professional web designers, optimization technicians, and Google AdWord specialists are retained on a contractual basis and as demand requires.  Supporting functions such as creative and graphic design work is also included in our portfolio to better service clients.  Another aspect of our plan is to better educate our clients and empower them to understand and get the best use out of their Internet marketing spending.  This education also comes in the form of content managed websites. 

 

Strategic Initiatives

 

Fully optimized NMIG website: we are in the late design process to launch our new and fully SEO friendly website.  The site will be optimized to rank high on Google, Bing, and Yahoo organic searches in the states of Washington, Oregon, California, and Nevada.  The site will be optimized for keywords such as ‘Web Design Seattle,’ ‘SEO services Las Vegas,’ or ‘Social Media Marketing Portland.’  A total of 75 keywords have been chosen and we expect to see our soon to be launched site to reach first page organic rankings by October , 2012. Strong calls to action have been chosen for the site that will promote strong lead generation. 

 

Direct Mail Campaign: a website-supported direct mail piece is in the process for distribution to targeted Seattle, Portland, and Las Vegas businesses.  The piece has a strong call to action to our about-to-be-launched website, and stands alone well in describing our key services and programs. 

 

Telemarketing: we have reached a preliminary agreement with a Seattle-based telemarketing company that will follow up on our direct mail piece with our targeted Seattle, Portland, and Las Vegas businesses.  Reference will be made to our mailer, and a low key approach will be transmitted to prospective clients in the form of a complimentary web site draft design offer, or a free 2 hour internet consultation. 

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Mobile / Smart Phone Advertising:  NMIG is deeply involved in an effort to expand our services to include smart phone marketing.  The exponential growth of smart phone use and its related marketing potential is unprecedented, and NMIG is now positioned to capitalize on this irresistible trend.  NMIG is exploring the creation of specially designed websites that perform exclusively on i-phone and android platforms.   We hope to be able to launch these new mobile-friendly services by September , 2012.

 

Results of Operations

 

The following summary of our results of operations should be read in conjunction with our audited financial statements for the year ended April 30, 2012 and 2011.

 

Our operating results for the year ended April 30, 2012 and 2011, are summarized as follows:

 

 

 

 

Year Ended April 30,

 

 

 

 

2012

 

 

2011

 

 

Revenue

$

 10,525

 

$

27,925

 

 

Expenses

$

 47,314

 

$

52,299

 

 

Net Loss

$

 (36,789

)

$

 (24,374

)

 

Revenue

 

The Company earned its initial revenues starting in the third quarter of the fiscal year ended April 30, 2011.  The revenues were from the sale of website designs, search engine optimization programs, and viral social media marketing campaigns, and were recognized upon the completion of these programs.  We earned revenues of $10,525 for the year ended April 30, 2012 compared to revenues of $27,925 for the year ended April 30, 2010.  Decreased revenues in 2012 can be attributed to a conscious decision on the part of the Directors to retrench their efforts and spend the requisite time needed to both understand and exploit the burgeoning use of mobile technology.  Until our re-sharpened efforts gain traction, growth will remain slow.  Hence, revenues in 2013 will likely stay flat.

 

Expenses

 

Our total expenses for the year ended April 30, 2012 and 2011, are outlined in the table below:

 

 

 

 

Year Ended April 30,

 

 

 

 

2012

 

 

2011

 

 

Selling and advertising

$

 10,650

 

$

18,450

 

 

General and administrative

$

4,432

 

$

6,287

 

 

Professional fees

$

32,232

 

$

27,562

 

 

Total

$

47,314

 

$

 52,299

 

 

Expenses for the year ended April 30, 2012, increased by 10% as compared to the comparative period in 2011, primarily as a result of a significant decrease in general, administrative, selling and advertising expenses due to a reduction in these areas, to conserve cash.

 

Liquidity and Financial Condition

 

Working Capital

 

 

 

At

 

 

At

 

 

 

 

 

 

April 30,

 

 

April 30,

 

 

Change

 

 

 

2012

 

 

2011

 

 

 

 

Current Assets

$

 8,468

 

$

 45,851

 

$

 (37,383

)

Current Liabilities

$

3,975

 

$

 4,569

 

$

(594

Working Capital (deficit)

$

4,493 

 

$

 41,282

 

$

 (37,977

 

12

 


 

 

 

Cash Flows

 

 

 

 

 

 

 

 

Year Ended

 

 

Year Ended

 

 

 

April 30,

 

 

April 30,

 

 

 

2012

 

 

2011

 

Net Cash Used in Operating Activities

$

 (33,292

)

$

 (25,556

)

Net Cash Used by Investing Activities

$

 

$

-

 

Net Cash Provided by (Used In) Financing Activities

$

(641

$

 62,782

 

Net Increase (Decrease) in Cash During the Period

$

 (33,933

$

37,226

 

 

We will require additional funds to fund our budgeted expenses in the future.  These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares.  There is no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on their investment in our common stock.  Further, we may continue to be unprofitable. Additionally, there is no assurance that any party will advance additional funds to us in order to enable us to sustain our plan of operations or to repay our liabilities.

 

Liquidity and Capital Resources

 

We received our initial funding of $10,000 through the sale of common stock to David Carpenter, who purchased 1,000,000 shares of common stock at $0.005 on March 29, 2010, 1,000,000, and Mike Hay, who purchased 1,000,000 shares of common stock at $0.005 on May 10, 2010.  In June 2010, we received $14,500 from 8 unrelated shareholders who purchased 362,500 shares of our common stock at $0.04 per share.  From November 2010 to January 2011, we raised $43,000 from our post-effective amendment on Form S-1, from the sale of 1,075,000 shares to 24 unaffiliated investors.  From inception until the date of this filing we have had limited operating activities.  Our financial statements from inception (March 29, 2010) through the period ended April 30, 2012, reported revenues of 38,450 and a net loss of $63,007.

 

Growth of our operations will be based on our ability to internally finance from cash flow and raise equity and/or debt to increase sales and production.  Our primary sources of liquidity are: (i) cash from sales of our services; and (ii) financing activities.  Our cash balance as of April 30, 2012 was $3,293.

 

Limited Operating History; Need for Additional Capital

 

The report of our auditors on our audited financial statements for the fiscal year ended April 30, 2012, contains a going concern qualification as we have suffered losses since our inception.  We have minimal assets and have not yet established an ongoing source of revenues sufficient to cover our operating costs and allow it to continue as a going concern.  Unless and until we commence material operations and achieve material revenues, we will remain dependent on financings to continue our operations.

 

There is no historical financial information about us on which to base an evaluation of our performance.  We are a development stage company and have not generated revenues from operations.  We cannot guarantee we will be successful in our business operations.  Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to the price and cost increases in and services.

 

At present, we do not have enough cash on hand to cover operating costs for the next 12 months.

 

While the officers and directors have generally indicated a willingness to provide services and financial contributions if necessary, there are presently no agreements, arrangements, commitments, or specific understandings, either verbally or in writing, between the officers and directors and New Media.

If we are unable to meet our needs for cash from either the money that we raised from our offering, or possible alternative sources, then we may be unable to continue, develop, and expand our operations.

13

 


 

 

We have no plans to undertake any product research and development during the next twelve months.  There are also no plans or expectations to acquire or sell any plant or plant equipment in the first full year of operations.

 

Plan of Operation and Cash Requirements

 

New Media began selling its services in December 2010. The company saw its revenues fall in 2012, primary due to a decision on the part of the Directors to retrench and devote a lot of their energies toward the development of smart phone marketing initiatives. Our plan of action over the next twelve months is to continue to market and sell our enhanced services and raise additional capital financing as necessary, to grow operations.

 

The success of our operations will be based on our ability to grow by financing the operation through internal cash flow or to raise funds through equity and/or debt financing to invest in marketing and sales of our services. The challenging markets for credit do create a condition where some of our marketing plans may have to be delayed if we are not able generate adequate capital. The availability of equity and/or debt financings remains uncertain.

 

We expect to continue a number of marketing initiatives that we started last quarter including the following:

 

·         Continued development of a fully optimized website

·         Embrace the use and expansion of mobile marketing technology

·         Extensive social media marketing including the leveraging of Facebook, Twitter, LinkedIn, and You Tube

·         Facebook( https://www.facebook.com/pages/New-Media-Insight-Group/136275216429613)

·         Twitter (http://twitter.com/NMIGroup)

·         You Tube (http://www.youtube.com/user/NewMediaInsightGroup

·         Continued recruitment of talent (Craigslist listing)

·         Networking for sales leads at local Seattle and Portland technology events

 

As our business is a marketing and advertising company we are able to complete most of our marketing initiatives without incurring additional outside expenses by completing the work internally hence being able to keep our advertising and marketing costs to a minimum.  Over the next 12 months, we anticipate that the company will require funds of approximately $25,000 to meet our working capital requirements.

 

In the event that we need additional funds in addition to the cash on hand, we will endeavor to proceed with our plan of operations by locating alternative sources of financing.  Although there are no written agreements in place, one form of alternative financing that may be available to us is self-financing through contributions from the officers and directors.  While the officers and directors have generally indicated a willingness to provide services and financial contributions if necessary, there are presently no agreements, arrangements, commitments, or specific understandings, either verbally or in writing, between the officers and directors and New Media.

 

We do not anticipate hiring any staff during the next 12 months of operation, and will rely on the services of our officers and directors and outside contractors.

 

As a result of these initiatives if we are unable to increase sales and cash flow we may not have sufficient working capital to implement our strategy and we will be forced to scale down our business plan.  Over time this could cause us to curtail or suspend our operations and may eventually cause our business to fail.

 

Going Concern

 

As of April 30, 2012, our company has an annual loss of $36,789 and an accumulated deficit of $63,007.  Our company intends to fund operations through operational cash flow and equity/debt financing arrangements.  These sources may be insufficient to fund its capital expenditures, working capital and other cash requirements for the future.  In response to these problems, management intends to raise additional funds through public or private placement offerings.  These factors, among others, raise substantial doubt about our company’s ability to continue as a going concern.  The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

 

14

 


 

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

 

Critical Accounting Policies

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period.  Actual results could differ from those estimates. The Company’s periodic filings with the Securities and Exchange Commission include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company.

 

Cash and Cash Equivalents

 

Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value.  The Company had $3,293 and $37,226 in cash and cash equivalents at April 30, 2012 and 2011, respectively.

 

Start-Up Costs

 

In accordance with ASC 720, “Start-up Costs”, the Company expenses all costs incurred in connection with the start-up and organization of the Company.

 

Accounts Receivable

 

Accounts receivable consist of charges for service provided to customers. An allowance for doubtful accounts is considered to be established for any amounts that may not be recoverable, which is based on an analysis of the Company’s customer credit worthiness, and current economic trends.  Based on management’s review of accounts receivable, no allowance for doubtful accounts was considered necessary.   Receivables are determined to be past due, based on payment terms of original invoices.  The Company does not typically charge interest on past due receivables.

 

Sales and Advertising

 

The costs of sales and advertising are expensed as incurred.  Sales and advertising expense was $10,650 and $18,450 for the year ended April 30, 2012 and 2011, respectively.

 

Revenue Recognition

 

The Company recognizes revenue from the sale of services in accordance with ASC 605, “Revenue Recognition.”  Revenue consists of internet marketing services; focusing on website design, search engine optimization, and viral social media marketing. Sales income is recognized only when all of the following criteria have been met:

 

i)         Persuasive evidence for an agreement exists;

ii)        Service has been provided;

iii)       The fee is fixed or determinable; and

iv)       Revenue is reasonably assured.

 

 

 

 

15

 


 

 

Recent Accounting Pronouncements

 

Management has considered all recent accounting pronouncements issued since the last audit of our consolidated financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s consolidated financial statements.

 

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

None.

 

Item 8.      Financial Statements and Supplementary Data

 

 

 

NEW MEDIA INSIGHT GROUP, INC.

 

INDEX TO AUDITED FINANCIAL STATEMENTS

 

FOR THE PERIOD FROM MARCH 29, 2010 (INCEPTION) TO APRIL 30, 2012

 

 

                                                                                                                                                                                                                                                                                                                                                                                                                                         

16

 


 

 

 

Drake & Klein CPAs

A PCAOB Registered Accounting Firm

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and
Stockholders of Company

We have audited the accompanying balance sheets of New Media Insight Group, Inc. as of April 30, 2012 and 2011, and the related statements of income, stockholders’ equity, and cash flows for the years then ended and the period from inception (March 29, 2010) through April 30, 2012. The management of New Media Insight Group, Inc. is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits 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. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide 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 New Media Insight Group, Inc. as of April 30, 2012 and 2011, and the results of its operations and its cash flows for each of the years then ended and the period from inception (March 29, 2010) through April 30, 2012 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in the footnotes to the financial statements, the Company has not generated revenue and has not established operations which raise substantial doubt about its ability to continue as a going concern.  Management’s plans concerning these matters are also described in Note 6.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

 

/s/ Drake & Klein CPAs

 

Drake & Klein CPAs

July 18, 2012

 

 

 

PO Box 2493                                                                                                                                                                                                                                                                                                                                                                                                                   2451 McMullen Booth Rd.

Dunedin, FL  34697-2493                                                                                                                                                                                                                                                                                                                                                                                                                           Suite 210

727-512-2743                                                                                                                                                                                                                                                                                                                                                                                                                 Clearwater, FL  33759-1362

17

 


 

 

 

New Media Insight Group, Inc

(A Development Stage Company)

Balance Sheets

As at April 30,

 

 

 

 

2012

 

 

2011

 

 

 

 

 

ASSETS

 

 

 

 

Current Assets

 

 

 

 

Cash

$

3,293

$

37,226

Accounts receivable, less allowances of $0

 

5,175

 

8,625

Total Current Assets

 

8,468

 

45,851

 

 

 

 

 

TOTAL ASSETS

$

8,468

$

45,851

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUTIY

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

Current Liabilities

 

 

 

 

Accounts payable and accrued liabilities

$

3,975

$

3,928

Due to shareholder (note 5)

 

-

 

641

Total Current Liabilities

 

3,975

 

4,569

 

 

 

 

 

TOTAL LIABILITIES

 

3,975

 

4,569

 

 

 

 

 

STOCKHOLDERS’ EQUITY (note 3)

 

 

 

 

Preferred stock, par value $0.001, 25,000,000 shares

authorized, none issued and outstanding

 

-

 

-

Common Stock, par value $0.001, 100,000,000 shares authorized, 3,437,500 shares issued and outstanding

 

3,438

 

3,438

Additional paid-in capital

 

64,062

 

64,062

Accumulated deficit

 

(63,007)

 

(26,218)

Total Stockholders’ Equity

 

4,493

 

41,282

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$

8,468

$

45,851

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements.

18

 


 

 

 

New Media Insight Group, Inc.

(A Development Stage Company)

Statements of Operations

 

 

 

 

 

 

 

Year Ended April 30,

Cumulative

From Inception

(March 29, 2010) to

April 30,

 

 

 

2012

2011

2012

 

 

 

 

 

 

 

 

 

 

 

REVENUES:

 

 

 

 

$

10,525

$

27,925

$

38,450

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES:

 

 

 

 

 

 

 

 

 

 

Selling and advertising

 

 

 

 

 

10,650

 

18,450

 

29,100

General and administrative

 

 

 

 

 

4,432

 

6,287

 

10,753

Professional fees

 

 

 

 

 

32,232

 

27,562

 

61,604

Total Operating Expenses

 

 

 

 

 

47,314

 

52,299

 

101,457

 

 

 

 

 

 

 

 

 

 

 

OTHER INCOME AND EXPENSE

 

 

 

 

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

NET LOSS

 

 

 

 

$

(36,789)

$

(24,374)

$

(63,007)

 

 

 

 

 

 

 

 

 

 

 

Basic and Diluted Loss per Common Share  

 

 

 

 

$

(0.01)

$

(0.01)

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Number of Common Shares Outstanding

 

 

 

 

 

 

3,437,500

 

 

2,757,246

 

 

                       

 

 

 

The accompanying notes are an integral part of these financial statements.

19

 


 

 

 

New Media Insight Group, Inc.

(A Development Stage Company)

Statements of Changes in Stockholders’ Equity

For the Period Beginning March 29, 2010 (Inception) to April 30, 2012

 

 

Common Shares

 

 

Additional Paid-In

 

Accumulated

 

Total Stockholders’

 

Shares

 

Amount

 

Capital

 

Deficit

 

Equity

 

 

 

 

 

 

 

 

 

 

Balance- March 29, 2010 (Inception)

-

$

-

$

-

$

-

$

-

 

 

 

 

 

 

 

 

 

 

Common shares issued for cash at

$0.005 per share

1,000,000

 

1,000

 

4,000

 

-

 

5,000

Loss for the period

-

 

-

 

-

 

(1,844)

 

(1,844)

 

 

 

 

 

 

 

 

 

 

Balance – April 30, 2010

1,000,000

 

1,000

 

4,000

 

(1,844)

 

3,156

 

 

 

 

 

 

 

 

 

 

Common shares issued for cash at

$0.005 per share

1,000,000

 

1,000

 

4,000

 

-

 

5,000

Common shares issued for cash at

$0.04 per share

1,437,500

 

1,438

 

56,062

 

-

 

57,500

Loss for the year

-

 

-

 

-

 

(24,374)

 

(24,374)

 

 

 

 

 

 

 

 

 

 

Balance – April 30, 2011

3,437,500

 

3,438

 

64,062

 

(26,218)

 

41,282

 

 

 

 

 

 

 

 

 

 

Loss for the year

-

 

-

 

-

 

(36,789)

 

(36,789)

 

 

 

 

 

 

 

 

 

 

Balance – April 30, 2012

3,437,500

$

3,438

$

64,062

$

(63,007)

$

4,493

 

 

 

The accompanying notes are an integral part of these financial statements.

20

 


 

 

 

New Media Insight Group, Inc.

(A Development Stage Company)

Statements of Cash Flows

 

 

Year Ended April 30,

Cumulative

From Inception

(March 29, 2010) to

April 30,

 

2012

2011

2012

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net loss for the period

$

(36,789)

$

(24,374)

$

(63,007)

Adjustments to reconcile net loss to net cash used in operations:

 

 

 

 

 

 

Changes in operating assets and Liabilities:

 

 

 

 

 

 

Decrease (increase) in accounts receivable

 

3,450

 

(8,625)

 

(5,175)

Decrease in prepaid legal fees

 

-

 

3,515

 

-

Increase in accounts payable and accrued liabilities

 

47

 

3,928

 

3,975

Net cash used in operating activities

 

(33,292)

 

(25,556)

 

(64,207)

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

Net cash provided by (used in) investing activities

 

-

 

-

 

-

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

Advance from (payments to) related party

 

(641)

 

282

 

-

Issuance of common stock for cash

 

-

 

62,500

 

67,500

Net cash provided by (used in) financing activities

 

(641)

 

62,782

 

67,500

 

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

(33,933)

 

37,226

 

3,293

 

 

 

 

 

 

 

Cash and cash equivalents - beginning of period

 

37,226

 

-

 

-

 

 

 

 

 

 

 

Cash and cash equivalents - end of period

$

3,293

$

37,226

$

3,293

 

 

 

 

 

 

 

Supplemental Cash Flow Disclosure:

 

 

 

 

 

 

Cash paid for interest

$

-

$

-

$

-

Cash paid for income taxes

$

-

$

-

$

-

 

 

The accompanying notes are an integral part of these financials.

21

 


 

 

 

New Media Insight Group, Inc.

(A Development Stage Company)

Notes to Financial Statements

April 30, 2012 and 2011

 

 

NOTE 1.      ORGANIZATION AND DESCRIPTION OF BUSINESS

 

New Media Insight Group, Inc. (the “Company”) was incorporated on March 29, 2010 in the State of Nevada, U.S.A.  The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America, and the Company’s fiscal year end is April 30.

 

The Company is a development stage company and operates as an internet marketing business providing clients with the latest in new media and mobile / smart phone advertising solutions. We will specialize in developing client websites using a Wordpress platform that maximizes search engine optimization (SEO) results, as well as incorporating a selection of social media (Twitter, Facebook, Linked-in) tools to create highly specialized internet marketing campaigns.

 

The Company has devoted substantially all of its efforts to raising capital, planning and implementing the principal operations.   The Company may continue to incur significant operating losses and to generate negative cash flow from operating activities.  The Company's ability to eliminate operating losses and to generate positive cash flow from operations in the future will depend upon a variety of factors, many of which it is unable to control.

 

NOTE 2.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period.  Actual results could differ from those estimates. The Company’s periodic filings with the Securities and Exchange Commission include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company.

Cash and Cash Equivalents

 

Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value.  The Company had $3,293 and $37,226 in cash and cash equivalents at April 30, 2012 and 2011, respectively.

 

Start-Up Costs

 

In accordance with ASC 720, “Start-up Costs”, the Company expenses all costs incurred in connection with the start-up and organization of the Company.

 

Net Income or (Loss) Per Share of Common Stock

 

The Company has adopted ASC 260, “Earnings per Share,” (“EPS”) which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation.  In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.

 

22

 


 

 

 

The following table sets forth the computation of basic and diluted earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended April 30,

 

 

 

 

 

 

 

 

 

2012

 

2011

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss applicable to Common Shares

$

(36,789)

$

(24,374)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares

 

 

 

 

 

 

 

 

 

outstanding (Basic)

 

 

3,437,500

 

2,757,246

 

 

 

 

 

 

Options

 

 

 

-

 

-

 

 

 

 

 

 

Warrants

 

 

 

-

 

-

 

 

 

 

 

Weighted average common shares

 

 

 

 

 

 

 

 

 

outstanding (Diluted)

 

 

3,437,500

 

2,757,246

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per share (Basic and Diluted)

$

(0.01)

$

(0.01)

 

 

 

 

 

                             

 

 

The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.

 

Concentrations of Credit Risk

 

The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables it will likely incur in the near future.  The Company places its cash and cash equivalents with financial institutions of high credit worthiness.  At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits.  The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited. 

 

Accounts Receivable

 

Accounts receivable consist of charges for service provided to customers. An allowance for doubtful accounts is considered to be established for any amounts that may not be recoverable, which is based on an analysis of the Company’s customer credit worthiness, and current economic trends.  Based on management’s review of accounts receivable, no allowance for doubtful accounts was considered necessary.   Receivables are determined to be past due, based on payment terms of original invoices.  The Company does not typically charge interest on past due receivables.

 

Sales and Advertising

 

The costs of sales and advertising are expensed as incurred.  Sales and advertising expense was $10,650 and $18,450 for the year ended April 30, 2012 and 2011, respectively.

 

Revenue Recognition

 

The Company recognizes revenue from the sale of services in accordance with ASC 605, “Revenue Recognition.”  Revenue consists of internet marketing services; focusing on website design, search engine optimization, and viral social media marketing. Sales income is recognized only when all of the following criteria have been met:

 

i)         Persuasive evidence for an agreement exists;

ii)        Service has been provided;

iii)       The fee is fixed or determinable; and

iv)       Revenue is reasonably assured.

 

 

23

 


 

 

 

Recent Accounting Pronouncements

 

Management has considered all recent accounting pronouncements issued since the last audit of our consolidated financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s consolidated financial statements.

 

NOTE 3.   CAPITAL STOCK

Authorized Stock

 

The Company has authorized 100,000,000 common shares and 25,000,000 preferred shares, both with a par value of $0.001 per share.  Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

 

Share Issuance

 

Since inception (March 29, 2010), the Company has issued 2,000,000 common shares at $0.005 per share for $10,000 in cash, and 1,437,500 common shares at $0.04 per share for $57,500 in cash, for total proceeds of $67,500, being $3,438 for par value shares and $64,062 for capital in excess of par value. There were 3,437,500 common shares issued and outstanding at April 30, 2012 and 2011.  

 

There are no preferred shares outstanding.  The Company has issued no authorized preferred shares.  The Company has no stock option plan, warrants or other dilutive securities

NOTE 4.      PROVISION FOR INCOME TAXES

 

The Company recognizes the tax effects of transactions in the year in which such transactions enter into the determination of net income, regardless of when reported for tax purposes. Deferred taxes are provided in the financial statements under ASC 740-10-25 to give effect to the resulting temporary differences which may arise from differences in the bases of fixed assets, depreciation methods, allowances, and start-up costs based on the income taxes expected to be payable in future years.

 

Minimal deferred tax assets arising as a result of net operation loss carryforwards have been offset completely by a valuation allowance due to the uncertainty of their utilization in future periods. Operating loss carryforwards generated during the period from March 29, 2010 (date of inception) through April 30, 2012 of $63,007 will begin to expire in 2030.  Accordingly, deferred tax assets of approximately $22,000 (assuming an effective maximum statutory rate of 35%) were offset by the valuation allowance that increased by approximately $12,900 and $8,500 for the year ended April 30, 2012 and 2011, respectively.

 

The Company follows the provisions of uncertain tax positions as addressed in ASC 740-10-65-1. The Company recognized approximately no increase in the liability for unrecognized tax benefits.

The Company has no tax position at April 30, 2012 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the periods presented. The Company had no accruals for interest and penalties at April 30, 2012.

 

NOTE 5.      DUE TO RELATED PARTY

 

As at April 30, 2012 and 2011, the Company was obligated to a director, who is also an officer and stockholder, for a non-interest bearing demand loan with a balance of  $0 and $641, respectively. 

 

 

 

 

 

24

 


 

 

 

NOTE 6.      GOING CONCERN AND LIQUIDITY CONSIDERATIONS              

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business.  As at April 30, 2012, the Company had a loss from operations, for the year ended, of $36,789, an accumulated deficit of $63,007, and working capital of $4,493 and has earned $38,450 in revenues since inception. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern.

 

The Company depends upon capital to be derived from future financing activities such as subsequent offerings of its common stock or debt financing in order to operate and grow the business.  There can be no assurance that the Company will be successful in raising such capital.  The key factors that are not within the Company's control and that may have a direct bearing on operating results include, but are not limited to, acceptance of the Company's business plan, the ability to raise capital in the future, the ability to expand its customer base, and the ability to hire key employees to provide services.  There may be other risks and circumstances that management may be unable to predict.

 

The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

 

NOTE 7.      SUBSEQUENT EVENTS

             

The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and determined there are no additional items to disclose.

 

25

 


 

 

Item 9.      Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

Not applicable.

 

Item 9A.   Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Under the supervision and with the participation of our senior management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this Annual Report on Form 10-K (the “Evaluation Date”).  Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded as of the Evaluation Date that our disclosure controls and procedures were effective such that the information relating to us, including our consolidated subsidiaries, required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

 

Management’s Annual Report on Internal Control Over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.  Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.  Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.  With the participation of our Chief Executive and Financial Officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of April 30, 2012, based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework.  Based upon such evaluation, our management concluded that we did maintain effective internal control over financial reporting as of April 30, 2012, based on the COSO framework criteria.

 

This Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.  Management’s report was not subject to attestation by our registered public accounting firm pursuant to a permanent exemption for non-accelerated filers from the internal control audit requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002.

 

Officers’ Certifications

 

Appearing as exhibits to this Annual Report are “Certifications” of our Chief Executive Officer and Chief Financial Officer.  The Certifications are required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (the “Section 302 Certifications”).  This section of the Annual Report contains information concerning the Controls Evaluation referred to in the Section 302 Certification.  This information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.

 

Changes in Internal Control Over Financial Reporting

 

There have been no changes in our internal control over financial reporting that occurred during the quarter ended April 30, 2012, that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

 

Item 9B.   Other Information

 

None.

26 

 


 

 

 

 

PART III

 

Item 10.    Directors, Executive Officers and Corporate Governance

 

All directors of our company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified. The officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:

 

Name  

Position Held
with the Company  

Age  

Date First Elected or Appointed  

David Carpenter

President, Chief Executive Officer (CEO), Chief Financial Officer (CFO), Treasurer and Director

63

March 29, 2010

Michael Hay

Secretary and Director

44

May 3, 2010

 

Business Experience

The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee of our company, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.  

 

David Carpenter

 

From April 1999 Mr. Carpenter has been the CFO for What To Do Media, LLC, a traditional Advertising and Marketing firm based out of Hawaii.  David is responsible for the monitoring the company’s finances, budgeting, and payroll.  Prior to What To Do Media, Mr. Carpenter worked as a sales manager for Visitor magazines in Hawaii from 2001 – 2004.  Prior to 2001, Mr. Carpenter worked in various public relations roles with non-profit organizations.

 

Dave Carpenter is a certified “Google Adwords Specialist,” having taken much of the advanced training and educational workshops available in this discipline.  David has also collaborated directly with website designers and is familiar with all aspects of modern site construction.  Also, David will utilize his network of industry contacts to recruit the top talent needed to launch New Media’s initiatives.

 

Michael Hay

 

Mr. Hay graduated from the University Of Guelph in 1995.  He obtained a B.A. in Political Science, and a Graduate Diploma in International Marketing.

 

From 2009 – 2012, Mr. Hay was employed by What to Do Media as its Vice President.  Prior to 2009, he was employed by Hands-On Consulting Group as a Marketing Director.  And prior to 2006, he worked as a Marketing Director for Intrawest Resort Club Group in Whistler, BC from 1998 to 2006.

 

Michael Hay has years of marketing and advertising experience and also has a wide network of industry contacts.  Michael is versed in website design best practices and the trends in the mobile / smart phone market place.  Michael has also personally written and trained staff to write the SEO content for a number of his own past client sites and will use this experience to forNew Media’s new prospects.  

 

Employment Agreements  

 

Other than as set out below, we have no formal employment agreements with any of our employees, directors or officers.

 

 

27

 


 

 

 

 

Family Relationships  

 

There are no family relationships between any of our directors, executive officers and proposed directors or executive officers.

 

Involvement in Certain Legal Proceedings  

 

None of our directors, executive officers, promoters or control persons has been involved in any of the following events during the past five years:

 

1. A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

 

2. Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

 

3. Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

 

 

i.

Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity

 

 

 

 

ii.

Engaging in any type of business practice; or

 

 

 

 

iii.

Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

 

 

 

 

4. Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;

 

5. Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

 

6. Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

 

7. Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

 

 

i.

Any Federal or State securities or commodities law or regulation; or

 

 

 

 

ii.

Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

 

 

 

 

iii.

Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

 

 

 

28

 


 

 

 

 

 

8. Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

 

Compliance with Section 16(a) of the Securities Exchange Act of 1934

 

Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors and persons who own more than 10% of our common stock to file with the Securities and Exchange Commission initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common stock and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports that they file.

 

Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during fiscal year ended April 30, 2012, all filing requirements applicable to our officers, directors and greater than 10% percent beneficial owners were complied with.

 

Code of Ethics

 

In 2011, we adopted a Code of Ethics that applies to all of our employees. A copy of our Code of Ethics will be provided to any person requesting same without charge. To request a copy of our Code of Ethics, please make written request to our President c/o New Media Insight Group, Inc. at PO Box 4132, Kailua-Kona, HI 96745-4132.

 

Board and Committee Meetings

 

Our board of directors currently consists of two members, David Carpenter and Michael Hay. The Board held no formal meetings during the year ended April 30, 2012. As the company develops a more comprehensive Board of Directors all proceedings will be conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Nevada General Corporate Law and our Bylaws, as valid and effective as if they had been passed at a meeting of the directors duly called and held.

 

Nomination Process

 

As of April 30, 2012, we did not effect any material changes to the procedures by which our shareholders may recommend nominees to our board of directors. Our board of directors does not have a policy with regards to the consideration of any director candidates recommended by our shareholders. Our board of directors has determined that it is in the best position to evaluate our company’s requirements as well as the qualifications of each candidate when the board considers a nominee for a position on our board of directors. If shareholders wish to recommend candidates directly to our board, they may do so by sending communications to the president of our company at the address on the cover of this annual report.

 

Audit Committee

 

Currently the company is developing a comprehensive Board of Directors and does not have an Audit Committee. The company intends to appoint audit, compensation and other applicable committee members as it appoints individuals with pertinent expertise.

 

 

 

 

29

 


 

 

 

 

Audit Committee Financial Expert

 

Our board of directors does not have a member that qualifies as an "audit committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation S-K.

 

Item 11.     Executive Compensation

 

The particulars of the compensation paid to the following persons:

 

 

(a)

our principal executive officer;

 

 

 

 

(b)

each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended April, 2012 and 2011; and

 

 

 

 

(c)

up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended April 30, 2012 and 2011, who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year.

 

    SUMMARY COMPENSATION TABLE     

Name
and Principal Position
 

Year  

Salary
($)
 

Bonus
($)
 

Stock Awards
($)
 

Option Awards
($)
 

Non-Equity Incentive Plan Compensation
($)
 

Change in Pension Value and Nonqualified Deferred Compensation Earnings
($)
 

All Other Compensation
($)
 

Total
($)
 

David Carpenter(1)
President, Chief Executive Officer, Chief Financial Officer, Treasurer and Director

2012
2011

2,704
2,475

0
0

0
0

0
0

0
0

0
0

0
0

2,704
2,475

Michael Hay(2)
Secretary and Director

2012
2011

1,250
2,425

0
0

0
0

0
0

0
0

0
0

0
0

1,250
2,425

 

 

 

 

 

 

 

 

 

 

 

(1)

Mr. Carpenter was appointed President, Chief Executive Officer, Chief Financial Officer, Treasurer and a director of our company on March 29, 2010.

 

 

(2)

Mr. Hay was appointed Secretary and a director of our company on May 3, 2010.

 

 

Other than set out below there are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive share options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that share options may be granted at the discretion of our board of directors.

 

Grants of Plan-Based Awards

 

There were no grants of plan based awards during the year ended April 30, 2012.

 

Outstanding Equity Awards at Fiscal Year End

 

30

 


 

 

 

 

There were no outstanding equity awards at the year ended April 30, 2012.

 

Option Exercises and Stock Vested

 

During our Fiscal year ended April 30, 2012 there were no options exercised by our named officers.

 

Compensation of Directors

 

We do not have any agreements for compensating our directors for their services in their capacity as directors.

 

Pension, Retirement or Similar Benefit Plans

 

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.

 

Indebtedness of Directors, Senior Officers, Executive Officers and Other Management

 

None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years, is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

The following table sets forth, as of July 1, 2012 certain information with respect to the beneficial ownership of our common shares by each shareholder known by us to be the beneficial owner of more than 5% of our common shares, as well as by each of our current directors and executive officers as a group. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.

 

Name and Address of Beneficial Owner  

Amount and Nature of
Beneficial Ownership  

Percentage
of Class(1)  

David Carpenter
PO Box 4132

Kailua-Kona, HI 96745

1,000,000 common shares

Direct ownership

29%

Michael Hay
PO Box 4132

Kailua-Kona, HI 96745

1,000,000 common shares

Director ownership

29%

Directors and Executive Officers as a Group(1)  

2,000,000 common shares  

58%

 

 

(1)

Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on July 1, 2012. As of July 1, 2012 there were 3,437,500 shares of our company’s common stock issued and outstanding

 

 

 

31

 


 

 

 

 

 

Changes in Control  

 

We are unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change in control of our company.

 

Item 13.     Certain Relationships and Related Transactions, and Director Independence

 

Messrs. Carpenter and Hay, our only directors, are not independent directors as they also serve as our executive officers.

 

As of April 30, 2011, our company was obligated to David Carpenter, a Director and Officer of New Media Insight Group, for a non-interest bearing demand loan with a balance of $641. We subsequently paid this loan down in Q1, 2012.

 

Item 14.     Principal Accounting Fees and Services

 

The aggregate fees billed for the most recently completed fiscal year ended April 30, 2012 and 2011, for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

 

 

Year Ended April 30,

 

2012  

2011  

Audit Fees (1)

$8,000

$8,000

Audit Related Fees (2)

$0

$0

Tax Fees (3)

$0

$0

All Other Fees (4)

$0

$0

Total

$8,000

$8,000

 

(1)

Audit fees consist of fees incurred for professional services rendered for the audit of our financial statements, for reviews of our interim financial statements included in our quarterly reports on Form 10-Q and for services that are normally provided in connection with statutory or regulatory filings or engagements.

 

 

(2)

Audit-related fees consist of fees billed for professional services that are reasonably related to the performance of the audit or review of our consolidated financial statements, but are not reported under “Audit fees.”

 

 

(3)

Tax fees consist of fees billed for professional services relating to tax compliance, tax planning, and tax advice.

 

 

(4)

All other fees consist of fees billed for all other services.

 

Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

 

Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.

 

 

32

 


 

 

 

 

Item 15.     Exhibits, Financial Statement Schedules

 

(a)

Financial Statements

 

 

 

 

(1)

Financial statements for our company are listed in the index under Item 8 of this document

 

 

 

 

(2)

All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

 

 

 

(b)

Exhibits

 

In reviewing the agreements included as exhibits to this Form 10-K, please remember that they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements. The agreements may contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the parties to the applicable agreement and:

 

 

should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

 

 

have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

                          

 

may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and

 

 

were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

 

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company may be found elsewhere in this Form 10-K and the Company’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.

 

The following exhibits are included as part of this report:

 

Exhibit No.

 

SEC Report

Reference No.

 

Description

 

 

 

 

 

3.1

 

3.1

 

Articles of Incorporation of Registrant (1)

 

 

 

 

 

3.2

 

3.2

 

By-Laws of Registrant (2)

 

 

 

 

 

14.1

 

14.1

 

Code of Ethics (3)

 

 

 

 

 

31.1

 

*

 

Rule 13a-14(a)/15d-14(a) Certification of Principal Executive and Financial Officer

 

 

 

 

 

32.1

 

*

 

Rule 1350 Certification of Chief Executive and Financial Officer

 

 

 

 

 

101

 

*

 

Interactive data files formatted in XBRL (eXtensible Business Reporting Language): (i) the Balance Sheets, (ii) the Statements of Operations, (iii) the Statements of Changes in Stockholders’ Equity (iv) the Statements of Cash Flows, and (v) the Notes to the Financial Statements. (4)

 

 

 

 

 

101.INS

 

*

 

XBRL Instance Document (4)

 

 

 

 

 

101.SCH

 

*

 

XBRL Taxonomy Extension Schema Document (4)

 

 

 

 

 

101.CAL

 

*

 

XBRL Taxonomy Extension Calculation Linkbase Document (4)

 

 

 

 

 

101.DEF

 

*

 

XBRL Taxonomy Extension Definition Linkbase Document (4)

 

 

 

 

 

101.LAB

 

*

 

XBRL Taxonomy Extension Label Linkbase Document (4)

 

 

 

 

 

101.PRE

 

*

 

XBRL Taxonomy Extension Presentation Linkbase Document (4)

33

 


 

 

 

 

 

 

(1)

Filed with the Securities and Exchange Commission on July 19, 2010 as an exhibit, numbered as indicated above, to the Registrant’s registration statement on Form S-1 (file no. 333-168193), which exhibit is incorporated herein by reference.

 

 

(2)

Filed with the Securities and Exchange Commission on July 8, 2011 as an exhibit, numbered as indicated above, to the Registrant’s Form 8-K (file no. 333-168193), which exhibit is incorporated herein by reference.

 

 

(3)

Filed with the Securities and Exchange Commission on July 29, 2011 as an exhibit, numbered as indicated above, to the Registrant’s Form 10-K (file no. 333-168193), which exhibit is incorporated herein by reference.

 

(4)

XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

* Filed herewith.

 

 

 

 

 

34

 


 

 

SIGNATURES  

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

 

 

NEW MEDIA INSIGHT GROUP, INC.  

 

(Registrant)

 

 

 

 

Dated: July 18, 2012

/s/ David Carpenter  

 

David Carpenter  

 

President, Chief Executive Officer, Chief Financial Officer and Director

 

(Principal Executive, Financial, and Accounting Officer)

 

 

 

 

Dated: July 18, 2012

/s/ Michael Hay  

 

Michael Hay  

 

Secretary and Director

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Dated: July 18, 2012

/s/ David Carpenter  

 

David Carpenter  

 

President, Chief Executive Officer, Chief Financial Officer and Director

 

(Principal Executive, Financial, and Accounting Officer)

 

 

Dated: July 18, 2012

/s/ Michael Hay

 

Michael Hay

 

Secretary and Director

 

 

 

35