MULTIMEDIA PLATFORMS INC. - FORM 10-Q

Attached files

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EXCEL - IDEA: XBRL DOCUMENT - MULTIMEDIA PLATFORMS INC.	Financial_Report.xls
EX-32.2 - CERTIFICATION - MULTIMEDIA PLATFORMS INC.	eahc_ex322.htm
EX-31.1 - CERTIFICATION - MULTIMEDIA PLATFORMS INC.	eahc_ex311.htm
EX-31.2 - CERTIFICATION - MULTIMEDIA PLATFORMS INC.	eahc_ex312.htm
EX-32.1 - CERTIFICATION - MULTIMEDIA PLATFORMS INC.	eahc_ex321.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For quarterly period ended June 30, 2013

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission file number 000-33933

EXPLORE ANYWHERE HOLDING CORP.

(Exact name of registrant as specified in its charter)

Nevada		88-0319470
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1 Tara Boulevard, Suite 200, Nashua, NH		03062
(Address of principal executive offices)		(Zip Code)

(877) 539-5644

(Registrant’s telephone number, including area code)

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

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

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

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in 12b-2 of the Exchange Act.) Yes o No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 21,073,750 shares of common stock, par value $0.001, were outstanding on August 6, 2013.

EXPLORE ANYWHERE HOLDING CORP

FORM 10-Q

TABLE OF CONTENTS

		PAGE
PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements		1

	Consolidated Balance Sheets as of June 30, 2013 (Unaudited) and December 31, 2012 (audited)		1

	Consolidated Statements of Operations (Unaudited)		2

	Consolidated Statement of Stockholders' Equity (Deficit) (Unaudited)		3

	Consolidated Statements of Cash Flows (Unaudited)		4

	Notes to Consolidated Financial Statements		5

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations		12

Item 4.	Controls and Procedures		17

PART II - OTHER INFORMATION

Item 3.	Defaults Upon Senior Securities		18

Item 6.	Exhibits		19

Signatures			20

Item 1. Financial Statements.

Explore Anywhere Holdings Corp.

Consolidated Balance Sheets

	June 30,			December 31,
	2013			2012
	(Unaudited)
Assets
Current Assets
Cash	$	6,434		$	106
Other current assets (Note B)		5,254			6,953
Total current assets		11,688			7,059

Fixed assets (Note C)		44,183			44,183
Accumulated depreciation		(35,704	)		(32,392	)
Net fixed assets		8,479			11,791
Total assets	$	20,167		$	18,850

Liabilities and Stockholders' Deficit
Current Liabilities
Accounts payable & accrued expenses (Note D)	$	94,421		$	90,067
Deferred revenue		15,315			13,072
Accrued interest payable (Note E)		80,262			63,142
Promissory notes (Note E)		313,679			284,179
Convertible promissory notes (Note E)		145,200			115,798
Total Current Liabilities		647,436			566,258

Commitments and contingencies

Stockholders' Deficit (Note F)
Common stock, $0.001 par value 100,000,000 shares authorized; issued and outstanding 21,073,750 and 20,923,750 at June 30, 2013 and December 31, 2012, respectively		20,939			20,924
Additional-paid-in-capital		2,261,059			2,240,119
Accumulated deficit		(2,910,708	)		(2,808,451	)
Total stockholders' deficit		(627,269	)		(547,408	)
Total liabilities and stockholders' deficit	$	20,167		$	18,850

(The accompanying notes are an integral part of these financial statements)

Explore Anywhere Holdings Corp.

Consolidated Statements of Operations (Unaudited)

For the Three and Six Months Ended June 30, 2013 and 2012

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2013			2012			2013			2012

Revenue	$	6,086		$	2,043		$	12,435		$	2,638

Operating expenses
General and administrative		48,123			40,100			63,505			59,998
Sales and marketing		10,482			7,883			14,864			13,971
Research and development		4,701			29,942			19,203			46,453
Total operating expenses		63,306			77,925			97,572			120,422

Loss from operations		(57,220	)		(75,882	)		(85,137	)		(117,784	)

Other Income and (Expense)
Interest expense		(9,033	)		(9,313	)		(17,120	)		(24,872	)
Other income		-			-			-			38
Total other income and expense		(9,033	)		(9,313	)		(17,120	)		(24,834	)
Earnings before taxes		(66,253	)		(85,195	)		(102,257	)		(142,618	)
Provision for income taxes		-			-			-			-
Net loss	$	(66,253	)	$	(85,195	)	$	(102,257	)	$	(142,618	)

Net (loss) per common share basic	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Weighted average common shares outstanding basic		21,053,613			28,088,134			20,988,682			30,005,942

(The accompanying notes are an integral part of these financial statements)

Explore Anywhere Holdings Corp.

Consolidated Statement of Stockholders' Deficit

For the Six Months Ended June 30, 2013 (Unaudited) and Year Ended December 31, 2012

							Additional					Total
	Common Stock						paid-in		Accumulated			Stockholders'
	Shares			Amount			Capital		Deficit			Deficit

Balance, December 31, 2011		31,923,750		$	31,924		$	2,054,536	$	(2,576,469	)	$	(490,009	)

Convertible promissory notes converted to common stock		2,000,000			2,000			171,583		-			173,583
Issuance of common stock to Bryan Hammond, President		1,000,000			1,000			-		-			1,000
Cancelation of 14,000,000 shares of common stock		(14,000,000	)		(14,000	)		14,000		-			-
Net Income (Loss)										(231,982	)		(231,982	)
Balance, December 31, 2012		20,923,750		$	20,924		$	2,240,119	$	(2,808,451	)	$	(547,408	)

Issuance of common stock to CFO		150,000			15			20,940		-			20,955
Net Income (Loss)										(102,257	)		(102,257	)
Balance, June 30, 2013		21,073,750		$	20,939		$	2,261,059	$	(2,910,708	)	$	(628,710	)

(The accompanying notes are an integral part of these financial statements)

Explore Anywhere Holdings Corp.

Consolidated Statements of Cash Flows (Unaudited)

For the Six Months Ended June 30, 2013 and 2012

	Six Months Ended
	June 30,
	2013			2012
Cash flows from operating activities
Net loss	$	(102,257	)	$	(142,618	)
Adjustments to reconcile net loss
to net cash provided (used) by operating activities:
Depreciation		3,312			3,221
Compensation expense on common stock issued for services		20,955			-
Interest expense - amortization of debt discount		-			10,235
Changes in operating accounts:
Other current assets		1,699			-
Accounts payable		4,354			16,518
Deferred revenue		2,243			7,205
Accrued interest		17,120			14,222
Net cash used in operating activities		(52,574	)		(91,217	)

Cash flows from financing activities
Proceeds from promissory notes		29,500			91,800
Proceeds from convertible promissory notes		29,402			-
Net cash provided by financing activities		58,902			91,800

Increase (decrease) in cash		6,328			583
Cash and cash equivalents at beginning of period		106			2,930
Cash and cash equivalents at end of period	$	6,434		$	3,513

Supplemental disclosures of cash flow information
Cash paid during the year for:
Taxes paid	$	-		$	-
Interest paid	$	-		$	-

Non-cash operating activities:
Value of Common Stock issued in exchange for services	$	20,955		$	-

(The accompanying notes are an integral part of these financial statements)

EXPLORE ANYWHERE HOLDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

THREE AND SIX MONTHS ENDED JUNE 30, 2013 AND 2012

NOTE A - ORGANIZATION AND GOING CONCERN

Basis of Presentation

The unaudited financial statements of Explore Anywhere Holding Corp. as of June 30, 2013 and for the three and six months ended June 30, 2013 and 2012 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial reporting. Accordingly, they do not include all of the disclosures required by accounting principles generally accepted in the United States for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2012 as filed with the Securities and Exchange Commission as part of our Form 10-K. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the interim financial information have been included. The results of operations for any interim period are not necessarily indicative of the results of operations for the entire year.

Organization

Our company’s name is Explore Anywhere Holding Corp. The Company was incorporated on April 3, 1996 in the State of Nevada as Jubilee Trading Corp. On March 3, 2002, the Company changed its name to PorFavor Corp. From inception until March 2010, we operated as a broker of structural wood materials. Then, our former CEO/President fell ill and the wood business deteriorated. As a result, the Company decided to change its business focus and look for other opportunities. In March 2010, the Company identified a target company in the area of computer monitoring software, known as ExploreAnywhere Inc.

ExploreAnywhere Inc. is in the business of selling computer monitoring software, specializing in offering computer monitoring solutions for parents, corporations and educational facilities. ExploreAnywhere Inc. is incorporated in the State of Nevada.On February 4, 2011, ExploreAnywhere Inc. and its shareholders closed a Share Exchange Agreement with the Company, whereby the Company acquired all of the issued and outstanding shares of ExploreAnywhere Inc. from its shareholders in exchange for 2,613,750 shares of the Company's common stock with a fair market value of $1,163,120. ExploreAnywhere, Inc. became a wholly-owned subsidiary of Explore Anywhere Holding Corporation. The merger was accounted for as a purchase.

Going Concern

The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America and applicable to a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

During the six months ended June 30, 2013 and year ended December 31, 2012, the Company recognized $12,435 and $10,186, respectively of revenue, however, the Company incurred a net operating losses of $102,257 and $231,982, respectively. The Company has negative working capital of $637,189 as of June 30, 2013. We expect to incur losses into the foreseeable future. These conditions raise substantial doubt about our ability to continue as a going concern. Management recognizes that in order for us to meet our capital requirements, and continue to operate, additional financing will be necessary.

During the next 12 months, the Company’s foreseeable cash requirements will relate to continual development of the operations of its business, maintaining its good standing, making the requisite filings with the Securities and Exchange Commission, and the payment of expenses associated with reviewing or investigating any potential business ventures. Historically, the Company has relied upon internally generated funds and funds from the sale of shares of stock and loans from its shareholders and private investors to finance its operations and growth. Management may raise additional capital through future public or private offerings of the Company’s stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Company’s failure to do so could have a material and adverse effect upon it and its shareholders. Management’s ongoing priority focus is the enhancement of existing software products and the development of new ones to continuously enhance the company’s position in the marketplace.

The Company has a series of plans to mitigate the going concern:

Management expected to seek potential investors and other business opportunities from all known sources. Management’s efforts are ongoing to complete the development of new software products in order to bring these products currently in development to the marketplace.

Furthermore, management’s efforts are ongoing to enhance the Company’s Internet visibility towards potential customers through search engine optimization (SEO).

NOTE B - Other Current Assets

Other current assets as of June 30, 2013 and December 31, 2012 consists of sales being held by the Company's credit card processor and is a customary business practice. During the three months ended June 30, 3013, our merchant processor released approximately $12,708 of previously held funds.

Concentrations of credit risk

The Company performs ongoing credit evaluations of its customers. At June 30, 2013, no customer accounted for more than 10% of revenue.

NOTE C - Fixed Assets

Fixed assets consisted of the following:

	June 30,			December 31,
	2013			2012

Computers and office equipment	$	29,818		$	29,818
Software		14,365			14,365
Total fixed assets		44,183			44,183
Accumulated depreciation		(35,704	)		(32,392	)
Fixed assets, net	$	8,479		$	11,791

During the three months ended June 30, 2013 and 2012, the Company recognized $1,656 and $1,564, respectively, in depreciation expense. During the six months ended June 30, 2013 and 2012, the Company recognized $3,312 and $3,221, respectively, in depreciation expense.

NOTE D - Accounts Payable & Accrued Expenses

At June 30, 2013, accounts payable and accrued expenses totaling $94,421 consisted of $36,014 of professional services and $58,407 of trade payables.

At December 31, 2012, accounts payable and accrued expenses totaling $90,067 consisted of $50,729 of professional services and $39,338 of trade payables.

NOTE E - Promissory Notes

As of June 30, 2013, the Company had the following notes payable:

	Principle		Accrued Interest		Total
Convertible promissory notes	$	145,200	$	44,753	$	189,953
Non convertible promissory notes		313,679		35,509		349,188
Total	$	458,879	$	80,262	$	539,141

Convertible Promissory Notes

As of June 30, 2013, the Company had outstanding the following convertible promissory notes ("CPNs"):

Date of:					Accrued		Total
Issuance	Maturity	Status	Principle		Interest		Outstanding

07/06/07	2/6/2009	Converted to stock	$	-		19,452	$	19,452
03/23/10	3/24/2011	Converted to stock		-		4,460		4,460
01/24/11	1/25/2012	In default		10,000		1,946		11,946
01/28/11	1/29/2012	Converted to stock		-		2,756		2,756
02/09/11	2/10/2012	In default		25,000		4,778		29,778
03/17/11	3/17/2012	In default		15,000		2,748		17,748
04/18/11	4/18/2012	In default		15,000		2,643		17,643
05/17/11	5/17/2012	In default		10,000		1,699		11,699
06/13/11	6/13/2012	In default		7,500		1,230		8,730
06/24/11	6/24/2012	In default		2,500		404		2,904
11/15/11	11/15/2012	In default		5,000		650		5,650
10/29/12	10/29/2013	Current		17,400		931		18,331
12/12/12	12/12/2013	Current		2,000		88		2,088
12/18/12	12/18/2013	Current		1,848		79		1,927
12/18/12	12/18/2013	Current		4,550		194		4,744
01/24/13	1/24/2014	Current		7,000		241		7,241
03/18/13	3/18/2014	Current		7,402		169		7,571
04/04/13	4/4/2014	Current		15,000		287		15,287
Total			$	145,200	$	44,754	$	189,954

Number of shares issuable upon exercise of the above debt at $0.05								3,799,079

From time to time the Company has issued CPNs all with identical terms, including a maturity date one year from the date of issuance, eight percent (8%) per annum interest rate, no requirement for any payments prior to maturity, and the right to convert the outstanding principle and interest in to into fully paid and non-assessable shares of the Company's common stock at a fixed conversion price of $0.05 per share upon default. The conversion privilege provides for net share settlement only. Pursuant to ASC 470-20-25-5, the Company determined that due to the market price of the Company's common stock being greater than the conversion price contained in each CPN on the commitment date, each CPN contained a beneficial conversion feature (“BCF”) with an intrinsic value in excess of the face amount of each CPN. The resulting discount to the Loan is recorded to interest expense upon default. The Company has not received notice from the holder of the defaulted notes to enforce collection. The Company communicates regularly with the holder who has not expressed a desire to force collection at this time.

During the year ended December 31, 2012, $100,000 of combined principle related to the notes above dated July 6, 2007, March 23, 2010 and January 24, 2011, were converted at the election of the note holder into 2,000,000 shares of common stock. The interest was not converted and remains outstanding.

During the six months ended June 30,2013, the company issued $29,402 of CPNs.

During the three months ended June 30, 2013 and 2012, the Company recognized $2,883 and $3,110, respectively of interest expense related to the CPNs. During the six months ended June 30, 2013 and 2012, the Company recognized $5,289 and $6,900, respectively of interest expense related to the CPNs.

During the six months ended June 30, 2013 and 2012, the Company recognized and $0 and $10,235, respectively of expense related to the debt discount.

Non Convertible, Unsecured Promissory Notes

As of June 30, 2013, the Company had outstanding the following non convertible, unsecured promissory notes ("UPNs"):

Date of:					Accrued		Total
Issuance	Maturity	Status	Principle		Interest		Outstanding
03/09/10	3/31/2011	In default	$	7,500		1,987.40	$	9,487
12/03/10	12/4/2011	In default		10,000		2,060.27		12,060
12/29/10	12/30/2011	In default		7,500		1,502.47		9,002
04/08/11	4/8/2012	In default		7,500		1,338.08		8,838
06/02/11	6/2/2012	In default		10,000		1,663.56		11,664
06/28/11	6/28/2012	In default		6,500		1,044.27		7,544
07/01/11	7/1/2012	In default		6,500		1,040.00		7,540
07/21/11	7/21/2012	In default		2,000		311.23		2,311
07/26/11	7/26/2012	In default		7,500		1,158.90		8,659
08/05/11	8/5/2012	In default		8,500		1,294.79		9,795
08/08/11	8/8/2012	In default		8,500		1,289.21		9,789
08/24/11	8/24/2012	In default		5,000		740.82		5,741
09/13/11	9/13/2012	In default		7,500		1,078.36		8,578
10/04/11	10/4/2012	In default		7,500		1,043.84		8,544
10/06/11	10/6/2012	In default		2,250		312.16		2,562
10/17/11	10/17/2012	In default		10,000		1,363.29		11,363
11/02/11	11/2/2012	In default		5,000		664.11		5,664
11/07/11	11/7/2012	In default		5,000		658.63		5,659
11/15/11	11/15/2012	In default		3,000		389.92		3,390
11/28/11	11/28/2012	In default		4,500		572.05		5,072
12/07/11	12/7/2012	In default		3,500		438.03		3,938
12/27/11	12/27/2012	In default		5,500		664.22		6,164
01/19/12	1/19/2013	In default		12,500		1,446.58		13,947
02/23/12	2/23/2013	In default		5,000		540.27		5,540
03/02/12	3/3/2013	In default		10,000		1,063.01		11,063
03/09/12	3/10/2013	In default		12,500		1,309.59		13,810
04/17/12	4/18/2013	In default		10,000		962.19		10,962
05/03/12	5/4/2013	In default		12,500		1,158.90		13,659
05/22/12	5/23/2013	In default		7,500		664.11		8,164
06/04/12	6/5/2013	In default		9,500		814.14		10,314
06/11/12	6/12/2013	In default		8,500		715.40		9,215
04/03/12	4/4/2013	In default		3,800		377.29		4,177
07/02/12	7/3/2013	Current		3,500		278.47		3,778
07/11/12	7/12/2013	Current		9,500		737.10		10,237
07/23/12	7/24/2013	Current		6,500		487.23		6,987
08/14/12	8/15/2013	Current		5,000		350.68		5,351
09/04/12	9/5/2013	Current		6,000		393.21		6,393
09/13/12	9/14/2013	Current		500		31.78		532
10/05/12	10/6/2013	Current		3,500		205.59		3,706
10/15/12	10/16/2013	Current		5,250		296.88		5,547
12/07/12	12/8/2013	Current		4,000		179.73		4,180
12/20/12	12/21/2013	Current		5,000		210.41		5,210
12/30/12	12/30/13	Current		2,879		114.21		2,993
02/25/13	02/25/14	Current		10,000		273.97		10,274
04/01/13	04/01/14	Current		13,500		266.30		13,766
05/01/13	05/01/14	Current		1,000		13.15		1,013
06/27/13	06/27/14	Current		5,000		3.29		5,003
Total			$	313,679	$	35,509	$	349,188

From time to time the Company has issued UPNs all with identical terms, including a maturity date one year from the date of issuance, eight percent (8%) per annum interest rate and no requirement for any payments prior to maturity. The Company has made no repayments of the above UPNs. The Company has not received notice from the holder of the defaulted notes to enforce collection. The Company communicates regularly with the holder who has not expressed a desire to force collection at this time.

During the six months ended June 30, 2013, the company issued $29,500 of UPNs.

During the three months ended June 30, 2013 and 2012, the company recognized $6,150 and $4,153, respectively of interest expense related to the UPNs above. During the six months ended June 30, 2013 and 2012, the company recognized $11,830 and $7,322, respectively of interest expense related to the UPNs above.

NOTE F - Stockholder's Equity

On May 31, 2012, The Company's largest shareholder, Mr. Jose Fernando Garcia, cancelled a total of 14,000,000 shares of the Company's common stock. It is management's understanding that Mr. Garcia, who was the control person of Explore Anywhere Holding Corp. prior to the acquisition of ExploreAnywhere, Inc. on February 4, 2011, wished to merge an operating company into Explore Anywhere Holding Corp. and retain a minor equity position in the entity so that he could perhaps share in the growth of the operating business. When the shareholders and management of Explore agreed to merge with Explore, part of that agreement was that Mr. Garcia would retain small minority equity position so that Explore Anywhere Holding Corp. could be structured in a manner that management believed would enhance the company's growth. In accordance with that agreement, Mr. Garcia has canceled the aforementioned shares.

On June 18, 2012, the Board of Directors approved the issuance of 2,000,000 free trading shares to Amalfi Coast Capital in exchange for the conversion of $100,000 of principal related to the CPN's described in NOTE D above.

On June 18, 2012, the Board of Directors entered into a Restricted Stock Award Agreement (the "Award") with its President and CEO, Bryan Hammond, pursuant to which the Company agreed to issue One million (1,000,000) shares of its common stock to Mr. Hammond. The Award is subject to a substantial risk of forfeiture as it is subject to the continued employment of Mr. Hammond in an executive capacity and vests only upon the realization of significantly greater revenues whereby for every $1,000,000 in revenue recognized, 20% or 200,000 shares vest. As a result, the Company has recorded the issuance at par and will record expense related to the vesting of this Award at the time Mr. Hammond meets the vesting milestone(s).

On April 12, 2013, the Company issued 150,000 shares of restricted common stock to Justin Frere, CFO pursuant to his employment agreement. The shares were valued at the market price of our common stock on the date of issuance and related expense of $20,955 recognized.

NOTE G - Net Loss Per Share

During the three and six months ended June 30, 2013 and 2012, the Company recorded a net loss. Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. The Company has not included the effects of convertible debt on net loss per share for the past two fiscal years because to do so would be antidilutive.

Following is the computation of basic and diluted net loss per share for the three and six months ended June 30, 2013 and 2012:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2013			2012			2013			2012
Basic and Diluted EPS Computation
Numerator:
Loss available to common stockholders'	$	(66,253	)	$	(85,195	)	$	(102,257	)	$	(142,618	)

Denominator:
Weighted average number of common shares outstanding		21,053,613			28,088,134			20,988,682			30,005,942

Basic and diluted EPS	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

The weighted average shares listed below were not included in the computation of diluted losses per share because to do so would have been antidilutive for the periods presented:

Convertible promissory notes		3,467,360			3,325,107			3,346,647			3,674,517

NOTE H - Related Party Transactions

A related party is generally defined as (i) any person that holds 10% or more of the Company’s securities and their immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

On May 31, 2012, The Company's largest shareholder, Mr. Jose Fernando Garcia, cancelled a total of 14,000,000 shares of the Company's common stock (See "NOTE F - Stockholder's Equity" for additional disclosure).

On June 18, 2012, the Board of Directors entered into a Restricted Stock Award Agreement with its President and CEO, Bryan Hammond, pursuant to which the Company issued One million (1,000,000) shares of its common stock to Mr. Hammond (See "NOTE E - Stockholder's Equity" for additional disclosure).

On April 12, 2013, the Company issued 150,000 shares of restricted common stock to Justin Frere, CFO pursuant to his employment agreement (See "NOTE E - Stockholder's Equity" for additional disclosure).

All related party transactions are recorded at the exchange amount established and agreed to between related parties and are in the normal course of business.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

This quarterly report contains forward-looking statements including statements regarding our expectations, beliefs, intentions or future strategies that are signified by the words “expects,” “anticipates,” “intends,” “believes” or similar language. These forward-looking statements involve risks, uncertainties and other factors. All forward-looking statements included in this quarterly report are based on information available to us on the date hereof and speak only as of the date hereof. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. The factors discussed elsewhere in this quarterly report are among those factors that in some cases have affected our results and could cause the actual results to differ materially from those projected in the forward-looking statements.

The following discussion should be read in conjunction with our condensed consolidated financial statements and related notes included elsewhere in this quarterly report.

Overview

Explore Anywhere Holding Corp. (the "Company") was incorporated on April 3, 1996. In March 2010, the Company purchased ExploreAnywhere Inc. in an all-stock acquisition. ExploreAnywhere, Inc. (herein after referred to as "Explore" or (ExploreAnywhere Inc.") became a wholly-owned subsidiary of the Company. Explore is in the business of selling computer monitoring software, specializing in offering computer monitoring solutions for parents, corporations and educational facilities.

Principal Products

SpyBuddy 2013 is an internet spy software and computer monitoring product that allows users to secretly monitor all areas of a PC, tracking every action down to the last keystroke and the last file deleted. Unlike other computer monitoring and Internet spy software products, SpyBuddy 2013 monitoring software is virtually undetectable and exceptionally easy-to-use.

Keylogger Pro 2013 is the latest release of our award winning Keylogger. Keylogger Pro will silently record keystrokes typed on any keyboard layout (English, Russian, Chinese, Arabic, etc), as well as all passwords, emails, chats and social network activity typed by users of a computer. Keylogger Pro will also take high resolution screen shots of user activity allowing someone to see exactly what the user is seeing. Further, Keylogger Pro records all applications/programs used and how long the programs were used for.

Both Spybuddy 2013 and Keylogger PRO 2013 share the same software code, this means that the two are technically the same product, but where Keylogger PRO 2013 is an “economy” version that does not have all of the Spybuddy 2013 features. Both Spybuddy 2013 and Keylogger PRO 2013 are only compatible with the Windows operating systems XP, Vista, and 7. We have a goal to continue development of the Spybuddy 2013 and Keylogger PRO 2013 code base in order to potentially offer more Company products that have different feature sets and different price points, including the current Windows 8 compatibility development.

Both products are sold on a subscription basis with an upfront, one-year license fee. Spybuddy 2013 is offered at $69.99 and Keylogger PRO 2013 is offered at $39.99. At the time of purchase, customers must also agree to automatically be charged for the second year's license fee on the one year anniversary in order to continue using either product beyond the first year from their original purchase and activation date. The Company also offers a 7 day satisfaction guarantee or a full refund.

We sell our software products in a digital download format. We get the majority of our sales through our website, exploreanywhere.com, we also get sales through a limited network of online affiliate websites. All direct website sales are processed through Explore’s merchant processor Total Apps. Explore’s merchant processor charges 3-5% per sale. Regnow.com an affiliate payment processor serves as a payment processor for all affiliate sales. When affiliates sell our products on their own individual websites, the payments are collected by Regnow, who then pay Explore minus a commission.

Results of Operations

Three and Six Months Ended June 30, 2013 Compared With the Three and Six Months Ended June 30, 2012.

Revenue

Revenue increased $4,043 to $6,086 during the three months ended June 30, 2013 compared to $2,043 during the three months ended June 30, 2012. Revenue increased $9,797 to $12,435 during the six months ended June 30, 2013 compared to $2,638 during the six months ended June 30, 2012.The increase in revenue is the result of increasing market awareness of our products.

Operating Expenses

A summary of our operating expense for the three and six months ended June 30, 2013 and 2012 follows:

	Three Months Ended
	June 30,				Increase /			Percentage
	2013		2012		(Decrease)			Change
Operating expense
General and administrative		27,168		40,100	$	(12,932	)		-32	%
Sales and marketing		10,482		7,883		2,599			33	%
Research and development		4,701		29,942		(25,241	)		-84	%
Stock compensation		20,955		-		20,955
Total operating expense	$	63,306	$	77,925	$	(35,574	)		-46	%

	Six Months Ended
	June 30,				Increase /			Percentage
	2013		2012		(Decrease)			Change
Operating expense
General and administrative		42,550		59,998	$	(17,448	)		-29	%
Sales and marketing		14,864		13,971		893			6	%
Research and development		19,203		46,453		(27,250	)		-59	%
Stock compensation		20,955		-		20,955
Total operating expense	$	97,572	$	120,422	$	(22,850	)		-19	%

General and Administrative

General and administrative costs on our statement of operations include costs related to personnel, professional fees, travel and entertainment, public company costs, insurance, other office related costs and stock compensation costs which are separated above for illustrative purposes. The three and six month decrease in general and administrative costs is primarily due to a decrease in professional fees.

Sales and Marketing

Sales and marketing costs include costs to promote our products primarily via online methods. These costs remained relatively flat during the three and six months ended June 30, 2013 and 2012.

Research and Development

Research and development costs represent direct costs incurred in our efforts to maintain continuous development of the Spybuddy and Keylogger PRO products. These costs decreased during the three and six months ended June 30, 2013 and 2012 primarily due to financial constraints.

Other Income (Expense)

Interest expense decreased $280 to $9,033 during the three months ended June 30, 2013 compared to $9,313 during the three months ended June 30, 2012. Interest expense decreased $7,752 to $17,120 during the six months ended June 30, 2013 compared to $24,872 during the six months ended June 30, 2012. Interest expense includes expense associated with the stated interest rate of our outstanding notes payable and accretion of the debt discount associated with the beneficial conversion feature of our convertible promissory notes payable. The three and six month, year-over-year decrease is due primarily to the decrease in amortization of the debt discount in 2013 compared to 2012 offset by higher stated coupon interest as a result of maintaining higher loan balances in 2013 compared to 2012.

Liquidity and Capital Resources

Our available working capital and capital requirements will depend upon numerous factors, including the sale of Spybuddy and Keylogger PRO software, the timing and cost of commercialization efforts, the cost of further developing Spybuddy and Keylogger PRO, the status of our competitors, our ability to establish collaborative arrangements with other organizations, and our ability to attract and retain key employees.

From inception to June 30, 2013, we have incurred an accumulated deficit of $2,910,708. This loss has been incurred through a combination intangible asset impairment of $1,341,884, professional fees and expenses supporting our plans to develop our business and brand our services as well as continued operating losses.

At June 30, 2013, the Company had current assets of $11,688 compared to accounts payable and accrued expenses of $94,421. During the six months ended June 30, 2013, the Company had revenue of $12,435 and loss from operations of $102,257. The Company has incurred losses since inception and may not be able to generate sufficient net revenue from its business in the future to achieve or sustain profitability. To finance our operations, we are currently pursuing additional business opportunities and funds through equity or debt financing or a combination thereof. The Company currently has no commitments to obtain any such financing, and there can be no assurance that financing will be available in amounts or on terms acceptable to the Company, if at all.

Net cash used by operating activities was $52,574 during the six months ended June 30, 2013 as compared to $91,217 during the six months ended June 30, 2013.

Net cash provided by financing activities was $58,902 during the six months ended June 30, 2013 as compared to $91,800 during the six months ended June 30, 2013.

Plan of Operation for the Next Twelve (12) Months

Our ability to continue operations will be dependent upon the successful completion of additional long-term or permanent equity financing, the support of creditors and shareholders, and, ultimately, the achievement of profitable operations. There can be no assurances that we will be successful, which would in turn significantly affect our ability to be successful in our business plan. If not, we will likely be required to reduce operations or liquidate assets. We will continue to evaluate our projected expenditures relative to our available cash and to seek additional means of financing in order to satisfy our working capital and other cash requirements.

As of June 30, 2013, the company owed $539,141 in principal and accrued interest under a series of unsecured promissory notes issued to two (2) lenders. Interest accrues on these notes at the rate of 8% per annum. The notes do not require us to make any interim interest payments. As of the date of the filing of this annual report, notes totaling $322,550 in principal, have already matured but have not been repaid. We therefore are technically in default on these notes, although neither of the lenders have sent us a notice of default. The remaining notes mature at various dates. We currently do not have the resources to repay any of these notes. Failure to acquire the resources to repay these notes could result in either or both of the lenders taking legal action against us for repayment of the notes. This debt could therefore result in the company going out of business.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Critical Accounting Estimates

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires us to make judgments, assumptions and estimates that have a significant impact on the results that we report in our consolidated financial statements. Some of our accounting policies require us to make difficult and subjective judgments, often as a result of the need to make estimates regarding matters that are inherently uncertain Note B of the Notes to Consolidated Financial Statements describes the significant accounting policies used in the preparation of the financial statements. Certain of these significant accounting policies require us to make critical accounting estimates, as defined below.

A critical accounting estimate is defined as one that is both material to the presentation of our financial statements and requires management to make difficult, subjective or complex judgments that could have a material effect on our financial condition and results of operations. Specifically, critical accounting estimates have the following attributes:

·	we are required to make assumptions about matters that are highly uncertain at the time of the estimate; and

·	different estimates we could reasonably have used, or changes in the estimate that are reasonably likely to occur, would have a material effect on our financial condition or results of operations.

Estimates and assumptions about future events and their effects cannot be determined with certainty. We base our estimates on historical experience and on various other assumptions believed to be applicable and reasonable under the circumstances. These estimates may change as new events occur, as additional information is obtained and as our operating environment changes. These changes have historically been minor and have been included in the consolidated financial statements as soon as they became known. Based on a critical assessment of our accounting policies and the underlying judgments and uncertainties affecting the application of those policies, management believes that our financial statements are fairly stated in accordance with accounting principles generally accepted in the United States, and present a meaningful presentation of our financial condition and results of operations.

Our most critical accounting estimates include:

·	the assessment of recoverability of long-lived assets, which impacts operating expenses when we record impairments or accelerate depreciation; and

·	the recognition and measurement of current and deferred income taxes, which impact our provision for taxes.

Below, we discuss these policies further, as well as the estimates and judgments involved.

Long-lived Assets

Long-lived assets, comprised of equipment, and identifiable intangible assets, are evaluated for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors that may cause an impairment review include significant changes in technology that make current computer-related assets that we use in our operations obsolete or less useful and significant changes in the way we use these assets in our operations. When evaluating long-lived assets for potential impairment, we first compare the carrying value of the asset to the asset’s estimated future cash flows (undiscounted and without interest charges). If the estimated future cash flows are less than the carrying value of the asset, we calculate an impairment loss. The impairment loss calculation compares the carrying value of the asset to the asset’s estimated fair value, which may be based on estimated future cash flows (discounted and with interest charges). We recognize an impairment loss if the amount of the asset’s carrying value exceeds the asset’s estimated fair value. If we recognize an impairment loss, the adjusted carrying amount of the asset becomes its new cost basis. The new cost basis will be depreciated (amortized) over the remaining useful life of that asset. Using the impairment evaluation methodology described herein, there have been no long-lived asset impairment charges for each of the last two years.

Our impairment loss calculations contain uncertainties because they require management to make assumptions and to apply judgment to estimate future cash flows and asset fair values, including forecasting useful lives of the assets and selecting the discount rate that reflects the risk inherent in future cash flows.

We have not made any material changes in our impairment loss assessment methodology during the past two fiscal years. We do not believe there is a reasonable likelihood that there will be a material change in the estimates or assumptions we use to calculate long-lived asset impairment losses. However, if actual results are not consistent with our estimates and assumptions used in estimating future cash flows and asset fair values, we may be exposed to losses that could be material.

Income Taxes

Provisions for income taxes are based on taxes payable or refundable for the current period and deferred taxes on temporary differences between the amount of taxable income and pretax financial income and between the tax bases of assets and liabilities and their reported amounts in the financial statements. Deferred tax assets and liabilities are included in the financial statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled.

When accounting for Uncertainty in Income Taxes, first, the tax position is evaluated to determine the likelihood that it will be sustained upon external examination. If the tax position is deemed “more-likely-than-not” to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50 percent likelihood of being realized upon ultimate settlement. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company’s utilization of U.S. Federal net operating losses will be limited in accordance to Section 381 rules. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

Recently Issued Accounting Pronouncements

We review new accounting standards as issued. Although some of these accounting standards issued or effective after the end of our previous fiscal year may be applicable to us, we have not identified any standards that we believe merit further discussion. We believe that none of the new standards will have a significant impact on our consolidated financial statements.

Off-Balance Sheet Arrangements

We have no material off-balance sheet transactions.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Under the supervision and with the participation of our 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 (the “Exchange Act”), as of the end of the period covered by this quarterly report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of June 30, 2013 that our disclosure controls and procedures were effective such that the information required to be disclosed in our United States Securities and Exchange Commission (the “SEC”) reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and 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.

Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II -- OTHER INFORMATION

Item 3. Defaults Upon Senior Securities.

Please refer to the financial statement footnotes, "Note E - Promissory Notes". The Company is currently in default on $322,550 of principal and $74,434 of interest payable. During the six months ended June 30, 2013, $51,800 of principle of notes payable matured and fell into default.

Item 6. Exhibits.

Exhibit No.		Identification of Exhibit

31.1*		Certification of Bryan Hammond, Chief Executive Officer of Explore Anywhere Holding Corp., pursuant to 18 U.S.C. §1350, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Justin Frere, Chief Financial Officer of Explore Anywhere Holding Corp., pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Bryan Hammond, Chief Executive Officer of Explore Anywhere Holding Corp., pursuant to 18 U.S.C. §1350, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Justin Frere, Chief Financial Officer of Explore Anywhere Holding Corp., pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.
101.INS **		XBRL Instance Document
101.SCH **		XBRL Taxonomy Extension Schema Document
101.CAL **		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF **		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB **		XBRL Taxonomy Extension Label Linkbase Document
101.PRE **		XBRL Taxonomy Extension Presentation Linkbase Document

* Filed Herewith

** XBRL (Extensible Business Reporting Language) 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.

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	EXPLORE ANYWHERE HOLDING CORP.

Date: August 6, 2013	By:	/s/ Bryan Hammond
		Bryan Hammond
		Chief Executive Officer
		(Principal Executive Officer)


	By:	/s/ Justin Frere
		Justin Frere
		Chief Financial Officer
		(Principal Financial Officer, and Principal Accounting Officer)

MULTIMEDIA PLATFORMS INC. - FORM 10-Q - August 6, 2013

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MULTIMEDIA PLATFORMS INC. Reports