UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

Myriad Interactive Media, Inc.

(Exact name of registrant as specified in its charter)

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 [X] Yes [ ] No

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

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

1

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

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 90,461,999 as of November 14, 2013.

2

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q.  In the opinion of management, all adjustments considered necessary for a fair presentation have been included.  Operating results for the interim period ended September 30, 2013 are not necessarily indicative of the results that can be expected for the full year.

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F-1

MYRIAD INTERACTIVE MEDIA, INC.
Statements of Operations and Other Comprehensive Income
(Unaudited)
			For the Three Months Ended
			September 30,
			2013			2012
REVENUES			$	18,865		$	6,033
OPERATING EXPENSES
	Professional fees			66,193			225,509
	General and administrative			23,961			29,204
	Depreciation and amortization			21,248			262
		Total Operating Expenses		111,402			254,975
LOSS FROM OPERATIONS				(92,537)			(248,942)
OTHER INCOME (EXPENSE)
	Loss on debt settlement			-			-
	Amortization of debt discount			-			-
	Interest expense - derivative			-			-
	Interest expense			(4,026)			(578)
		Total Other Income (Expense)		(4,026)			(578)
INCOME TAX EXPENSE				-			-
NET LOSS			$	(96,563)		$	(249,520)
OTHER COMPREHENSIVE INCOME (LOSS)
	Foreign currency translation adjustment			3,620			-
		Total Other Comprehensive Income (Loss)		3,620		#	-
COMPREHENSIVE LOSS			$	(92,943)		$	(249,520)
LOSS PER SHARE, BASIC AND FULLY DILUTED			$	(0.00)		$	(0.00)
WEIGHTED AVERAGE
NUMBER OF SHARES OUTSTANDING				79,395,641			50,518,470
The accompanying notes are an integral part of these financial statements

F-2

F-3

MYRIAD INTERACTIVE MEDIA, INC.

Notes to the Financial Statements

September 30, 2013 and June 30, 2013

NOTE 1 – DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES

 

Description of Business

Myriad Interactive Media, Inc. (referred to as the “Company”) is involved in the e-business industry. It provides end-to-end, e-business solutions to businesses interested in doing e-tailing (selling of retail goods on the Internet).

 

History

The Company was incorporated in Nevada on April 23, 1990, as Investor Club of the United States. The name was changed to Noble Financing Group Inc. (in 1992), then to Newman Energy Technologies Incorporated (1998), then World Star Asia, Inc. (1998), Comgen Corp. (1998) and then to Planet411.com Corporation on February 11, 1999 to reflect its then current business objectives. Planet411.com Inc. was incorporated on July 13, 1999. Planet411.com Corporation was merged with and into Planet411.com Inc. (referred to as the “Company”) on October 6, 1999 for the sole purpose of changing the Company's jurisdiction of incorporation to Delaware. On July 18, 2007, the Company filed a Certificate of Merger with the Secretary of State of Delaware in order to effectuate a merger whereby the Company (as Planet411.com Inc.) would merge with its wholly-owned subsidiary, Ivany Mining Inc., as a parent/ subsidiary merger with the Company as the surviving corporation. This merger, which became effective as of July 18, 2007, was completed pursuant to Section Title 8, Section 251(c) of the Delaware General Corporation Law. Upon completion of this merger, the Company's name was changed to "Ivany Mining Inc." and the Company's Articles of Incorporation have been amended to reflect this name change. On February 16, 2010 the Company’s name was changed to Ivany Nguyen, Inc. On July 6, 2011 the Company’s name was changed to Myriad Interactive Media, Inc.

 

Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC").  In the opinion of management, all adjustments necessary in order for the financial statements to be not misleading have been reflected herein. The Company has adopted a June 30 year end.

Foreign Currency Translation

The functional currency of the Company is the U.S. Dollar. Accordingly, assets and liabilities of the subsidiary are translated into U.S. dollars at period-end exchange rates. Revenues and expenses are translated at the average exchange rates in effect for the period. The resulting translation gains or losses are recorded as a component of accumulated other comprehensive income in the consolidated statement of stockholders’ equity. For the periods ended September 30, 2013 and June 30, 2013, the Company recognized a gain on translation adjustment in the amount of $3,620 and $11,754, respectively.

Comprehensive Loss

Total comprehensive loss represents the net change in stockholders' equity during a period from sources other than transactions with stockholders and as such, includes net loss. For the Company, the components of other comprehensive loss are the changes in the cumulative foreign currency translation adjustments.

Use of Estimates

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

  

Cash and Cash Equivalents

For purposes of financial statement presentation, the Company considers all highly liquid investments with a maturity of three months or less, from the date of purchase, to be cash equivalents.

 

Property and Equipment

Property and equipment is recorded at cost less accumulated depreciation. Depreciation and amortization is calculated using the straight-line method over the expected useful life of the asset, after the asset is placed in service.

F-4

MYRIAD INTERACTIVE MEDIA, INC.

Notes to the Financial Statements

September 30, 2013 and June 30, 2013

NOTE 1 – DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES (CONTINUED)

Concentration of Risk

Financial instruments, which potentially subject us to concentrations of credit risk, consist principally of cash.  The Company’s cash balances are maintained in accounts held by major banks and financial institutions located in the United States.  The Company occasionally maintains amounts on deposit with a financial institution that are in excess of the federally insured limits. The risk is managed by maintaining all deposits in high quality financial institutions.

 

Fair Value of Financial Instruments

The Company has adopted ASC 805, “Disclosure About Fair Value of Financial Instruments”, which requires the Company to disclose, when reasonably attainable, the fair market values of its assets and liabilities which are deemed to be financial instruments. The carrying amounts and estimated fair values of the Company’s financial instruments approximate their fair value due to the short-term nature. 

Revenue Recognition

Revenues from fixed price contracts and cost-plus-fee contracts are recognized as services are performed. Revenue is recognized at the time of sale if collection is reasonably assured. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.

 

Advertising Costs

The Company expenses all costs of advertising as incurred.  There were $1,056 and $1,950 of advertising costs incurred during the periods ended September 30, 2013 and June 30, 2013, respectively.

 

Share-Based Compensation

The Company follows the provisions of ASC 718, “Share-Based Payment” which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values.  The Company uses the Black-Scholes pricing model for determining the fair value of stock based compensation. Equity instruments issued to non-employees for goods or services are accounted for at fair value and are marked to market until service is complete or a performance commitment date is reached, whichever is earlier.

 

Earnings (loss) per Share

Basic earnings (loss) per share exclude any dilutive effects of options, warrants and convertible securities. Basic earnings (loss) per share is computed using the weighted-average number of outstanding common stocks during the applicable period. Diluted earnings per share is computed using the weighted-average number of common and common stock equivalent shares outstanding during the period. Common stock equivalent shares are excluded from the computation if their effect is antidilutive.

Recent Accounting Pronouncements

The Company has evaluated recent accounting pronouncements and their adoption has not had or is not expected to have a material impact on the Company’s financial position or statements of operations or cash flows.

Income Taxes

The Company provides for income taxes under ASC 740 which requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. The Company’s predecessor operated as entity exempt from Federal and State income taxes.

 

ASC 740 also requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

F-5

MYRIAD INTERACTIVE MEDIA, INC.

Notes to the Financial Statements

September 30, 2013 and June 30, 2013

NOTE 1 – DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES (CONTINUED)

Prepaid Expenses

On January 31, 2012, the Company issued 5,000,000 shares of its common stock valued at $800,000 under a 6 months consulting agreement. The Company amortized the value of the shares over the term of the contract leaving a balance of $0 and $0 in prepaid expense as of September 30, 2013 and June 30, 2013, respectively.

On April 1, 2013 the Company entered into a lease agreement for a term of twelve months. The Company paid $22,800 initially toward the agreement and that amount is being amortized over the term of the lease leaving a balance of $11,400 and $17,100 as prepaid expense as of September 30, 2013 and June 30, 2013, respectively.

 

Intangible Assets

The Company classifies intangible assets into three categories: (1) intangible assets with definite lives subject to amortization, (2) intangible assets with indefinite lives not subject to amortization and (3) goodwill. The Company determines the useful lives of identifiable intangible assets after considering the specific facts and circumstances related to each intangible asset. Factors the Company considers when determining useful lives include the contractual term of any agreement related to the asset, the historical performance of the asset, the Company’s strategy for using the asset, any laws or other local regulations which could impact the useful life of the asset, and other economic factors, including competition and specific market conditions. Intangible assets that are deemed to have definite lives are amortized, on a straight-line basis, over their useful lives, which in the case of computer software is generally 4 years.

Accounts Receivable

The Company establishes provisions for losses on accounts receivable if it determines that it will not collect all or part of the outstanding balance. The Company regularly reviews collectability and establishes or adjusts the allowance as necessary using the specific identification method. At September 30, 2013 and June 30, 2013, no reserve for allowance for doubtful accounts was needed.

Reclassification

Certain balances in previously issued financial statements have been reclassified to be consistent with the current period presentation.

NOTE 2 - GOING CONCERN

 

The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. 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, and has negative working capital. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

 

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

 

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. 

F-7

MYRIAD INTERACTIVE MEDIA, INC.

Notes to the Financial Statements

September 30, 2013 and June 30, 2013

NOTE 3 – RELATED PARTY TRANSACTIONS

 

On April 23, 2012, an officer loaned the Company $1,236. The note bears no interest and is due July 18, 2013. During the year ended June 30, 2013, the Company repaid the entire balance.

On April 25, 2012, an officer loaned the Company $15,812. The note bears no interest and is due April 25, 2013. During the year ended June 30, 2013, the Company repaid the entire balance.

On June 26, 2012, an officer loaned the Company $8,708. The note bears no interest and is due June 26, 2013. During the year ended June 30, 2013, the Company repaid the entire balance.

On July 18, 2012, the Company borrowed $12,418 from a related party in the form of promissory note. The note bears no interest and is due on July 18, 2013.  During the year ended June 30, 2013, the Company issued 1,653,120 for the conversion of $12,418 which extinguished the debt in full. As a result, the Company recorded a loss on the settlement of the debt of $20,644.  

On January 22, 2013, the Company borrowed $9,928 from a related party in the form of promissory note. The note bears interest at 9% per annum and is due on January 22, 2014. The note is collateralized by 1,241,810 shares of the Company’s common stock and has accrued interest in the amount of $548 and $392 as of September 30, 2013 and June 30, 2013, respectively.

On February 26, 2013 the Company borrowed $8,783 from a related party in the form of promissory note. The note is unsecured, accrues interest at 9% per annum and is due on February 26, 2014. The note has accrued interest in the amount of $418 and $270 as of September 30, 2013 and June 30, 2013, respectively.

On July 23, 2013 the Company borrowed $3,168 from a related party in the form of promissory note. The note is unsecured, accrues interest at 9% per annum and is due on July 23, 2014. The note has accrued interest in the amount of $49 and $0 as of September 30, 2013 and June 30, 2013, respectively.

An officer of the Company receives $8,000 a month for consulting fees until otherwise modified or cancelled by further action of the board. The Company has a balance due to the officer for consulting services of $81,155 and $53,987 as of September 30, 2013 and June 30, 2013, respectively.

NOTE 4 – PROPERTY AND EQUIPMENT

 

The Company’s property and equipment are comprised of the following on September 30, 2013 and June 30, 2013:

 

	September 30, 2013	June 30, 2013
Computer equipment	$             4,910	$             4,910
Accumulated depreciation	(1,844)	(1,435)
Property and equipment, net	$             3,066	$             3,475

Depreciation expense for the periods ended September 30, 2013 and June 30, 2013 was $409 and $1,124, respectively.

F-7

MYRIAD INTERACTIVE MEDIA, INC.

Notes to the Financial Statements

September 30, 2013 and June 30, 2013

NOTE 5 – INTANGIBLE ASSETS

The Company has capitalized internally developed computer software costs and costs to acquire computer software from a third party as intangible assets. The agreement, mentioned in Note 8, calls for a promissory note in the amount of CAD $175,000 and stock in the amount of $75,000. The total value of the purchased asset was valued as of the date of purchase at $252,951. The Company also incurred additional internally developed computer software costs of $38,796. The Company has determined a 4 year useful life for its computer software.

The Company’s intangible assets are comprised of the following on September 30, 2013 and June 30, 2013:

	September 30, 2013	June 30, 2013
Computer software	$         291,747	$         274,491
Accumulated depreciation	(73,823)	(52,984)
Property and equipment, net	$         217,924	$         221,507

Total amortization expense for the periods ended September 30, 2013 and June 30, 2013 were $20,839 and $53,066, respectively.

NOTE 6 – CONVERTIBLE NOTES PAYABLE

As of September 30, 2013 and June 30, 2013, respectively, the Company had an outstanding balance, net of the debt discount of $102,500 and $122,500. As of September 30, 2013 and June 30, 2013, the total outstanding accrued interest on the convertible notes payable was $3,384 and $1,223, respectively.

On July 31, 2012, the Company issued a convertible promissory note in the amount of $42,500.  The note is due on May 2, 2013 and bears interest at 8% per annum. The loan is secured by shares of the Company’s common stock. The loan becomes convertible 180 days after date of the note. The loan and any accrued interest can then be converted into shares of the Company’s common stock at a rate of 55% multiplied by the market price, which is the average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date. 

During the year ended June 30, 2013, the Company converted $42,500 of debt and $1,700 of accrued interest into 5,658,636 shares of common stock fully extinguishing the debt.

During the period ended September 30, 2013, the Company converted $52,500 of debt and $1,500 of accrued interest into 10,232,551 shares of common stock.

On October 23, 2012, the Company issued a convertible promissory note in the amount of $22,500.  The note is due on July 25, 2013 and bears interest at 8% per annum. The loan is secured by shares of the Company’s common stock. The loan becomes convertible 180 days after date of the note. The loan and any accrued interest can then be converted into shares of the Company’s common stock at a rate of 55% multiplied by the market price, which is the average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date. During the year ended June 30, 2013, the Company converted $22,500 of debt and $900 of accrued interest into 3,946,666 shares of common stock fully extinguishing the debt.

On February 4, 2013, the Company issued a convertible promissory note in the amount of $37,500.  The note is due on November 6, 2013 and bears interest at 8% per annum. The loan is secured by shares of the Company’s common stock. The loan becomes convertible 180 days after date of the note. The loan and any accrued interest can then be converted into shares of the Company’s common stock at a rate of 55% multiplied by the market price, which is the average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date. As of September 30, 2013 the debt was paid in full through issuance of common stock.

F-8

MYRIAD INTERACTIVE MEDIA, INC.

Notes to the Financial Statements

September 30, 2013 and June 30, 2013

NOTE 6 – CONVERTIBLE NOTES PAYABLE (CONTINUED)

On March 19, 2013, the Company issued a convertible promissory note in the amount of $47,500.  The note is due on December 26, 2013 and bears interest at 8% per annum. The loan is secured by shares of the Company’s common stock. The loan becomes convertible 180 days after date of the note. The loan and any accrued interest can then be converted into shares of the Company’s common stock at a rate of 55% multiplied by the market price, which is the average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date.

On June 17, 2013, the Company issued a convertible promissory note in the amount of $37,500. The note is due on March 19, 2014 and bears interest at 8% per annum. The loan is secured by shares of the Company’s common stock. The loan becomes convertible 180 days after date of the note. The loan and any accrued interest can then be converted into shares of the Company’s common stock at a rate of 55% multiplied by the market price, which is the average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date.

On August 12, 2013, the Company issued a convertible promissory note in the amount of $32,500. The note is due on May 12, 2014 and bears interest at 8% per annum. The loan is secured by shares of the Company’s common stock. The loan becomes convertible 180 days after date of the note. The loan and any accrued interest can then be converted into shares of the Company’s common stock at a rate of 55% multiplied by the market price, which is the average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date.

NOTE 7– DERIVATIVE LIABILITY

On July 31, 2012 and October 23, 2012, the Company issued convertible promissory notes in the amounts of $42,500 and $22,500, respectively.  The loans becomes convertible 180 days after date of the note into shares of the Company’s common stock at a rate of 55% multiplied by the market price, which is the average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date.

In accordance with AC 815, the Company has bifurcated the conversion feature of the note and recorded a derivative liability.

The Company uses the Black-Scholes option pricing model to value the derivative liability.  Included in the model are the following assumptions: stock price at valuation date of $0.02, exercise price of $0.011 - $0.0083, dividend yield of zero, years to maturity of 0.21 – 0.26, a risk free rate of 0.04% - 0.05%, and annualized volatility of 240% - 252%. The Company recognized a derivative expense of $11,646 upon recording of the derivative liabilities.  The notes were fully discounted and the $65,000 discount was amortized as of June 30, 2013.

ASC 815 requires Company management to assess the fair market value of certain derivatives at each reporting period and recognize any change in the fair market value as another income or expense item.  The Company’s only asset or liability measured at fair value on a recurring basis is its derivative liability associated with the above convertible debt.  During the year ended June 30, 213, the Company recorded a derivative liability of $81,022 in relation to the two aforementioned promissory notes. As of June 30, 2013, both promissory notes were completely converted into shares of common stock and the Company wrote off $76,646 of the derivative liability to additional paid in capital.

F-9

MYRIAD INTERACTIVE MEDIA, INC.

Notes to the Financial Statements

September 30, 2013 and June 30, 2013

NOTE 8 – NOTE PAYABLE

On September 19, 2012, the Company entered into a note payable agreement with one of its vendors as part of a purchase agreement to acquire all rights to a social media software application from the vendor with an effective date of October 1, 2012. The promissory note in the amount of CAD $175,000 bears no interest and is due on October 1, 2014. The Company’s obligation to repay the note in full is conditional upon the Company generating a minimum of $500,000 in sales of the social media software application on or before the due date of October 1, 2014. If the Company does not generate the minimum required sales, the note shall be re-paid on a pro rata basis provided a minimum of $250,000 in sales is generated on or before the due date. The denomination specified in the agreement is CAD, therefore, the Company will translate the CAD into its base currency of USD each period and will record any changes to other comprehensive income.

As of September 30, 2013 and June 30, 2013, the outstanding note payable balance was $169,715 and $166,250, respectively.

NOTE 9 – CAPITAL STOCK TRANSACTIONS

 

Preferred stock

The authorized preferred stock is 10,000,000 shares with a par value of $0.001. As of June 30, 2013, the Company has no shares of preferred stock issued or outstanding.

 

Common stock

The authorized common stock is 200,000,000 shares with a par value of $0.001. As of June 30, 2013 and 2012, 75,401,892 and 50,518,470 shares were issued and outstanding, respectively.

 

During the year ended June 30, 2012, the Company issued 456,131 shares of common stock with 456,131 attached warrants for $45,613. The warrants were exercisable for a one year period at an exercise price of $0.15 and expired unexercised. The Company valued these warrants using the Black-Scholes valuation model using the assumptions detailed in Note 10 and attributed a total of $26,007 of the total $45,613 proceeds to the warrants based on their relative fair value.

During the year ended June 30, 2013, the Company issued 1,625,000 shares of common stock for cash proceeds of $32,500.

During the year ended June 30, 2013, the Company issued 7,000,000 shares of common stock for services valued at $110,750. The Company recorded $72,299 to deferred compensation and is amortizing that amount over the term of the service contracts.

During the year ended June 30, 2013 the company issued 9,605,302 shares of common stock for conversion of $65,000, of debt and $2,600 of accrued interest.

Additionally, the Company converted a shareholder loan to common stock during the year ended June 30, 2013.  The loan of $12,418 was converted into 1,653,120 common shares.  The stock was issued at a price below market value so a loss on the conversion of $20,644 was recorded.

During the year ended June 30, 2013, the Company issued 5,000,000 shares of common stock valued at $75,000 for the purchase of intangible assets.

During the period ended September 30, 2013 the company issued 10,232,551 shares of common stock for conversion of $52,500, of debt and $1,500 of accrued interest.

During the period ended September 30, 2013 the company issued 777,778 shares of common stock in relation to the exercising of 1,000,000 options, the value of the conversion was $5000.

During the period ended September 30, 2013 the company cancelled 41,131 shares of common stock when it found that those shares had been issued in duplicate and therefore in error.

F-10

MYRIAD INTERACTIVE MEDIA, INC.

Notes to the Financial Statements

September 30, 2013 and June 30, 2013

NOTE 10 – STOCK OPTIONS AND WARRANTS

 

The estimated value of the compensatory common stock purchase warrants granted to non-employees in exchange for services and financing expenses is determined using the Black-Scholes evaluation model.

During the year ended June 30, 2013, the Company issued 3,000,000 options for services performed by consultants. These options have a one year life and an exercise price of $0.10 and were valued at a total of $32,545. The Company calculated a relative fair value for these options based on a volatility of 238%, a risk-free interest rate of .17% and a stock price on the date of issuance of $0.02. 

 

During the year ended June 30, 2012, the Company issued 456,131 warrants in conjunction with common stock sold for cash. These warrants have a one year life and an exercise price of $0.15. The Company calculated a relative fair value for these warrants based on a volatility of 300% to 330%, a risk-free interest rate of .37% and a stock price on the date of issuance of $0.08 to $0.20.

Changes in stock options during the years ended June 30, 2011 through 2013 are as follows:

	Number of Options	Weighted Average Exercise Price	Value if Exercised
Outstanding, June 30, 2011	1,000,000	$                         0.20	$         200,000
Granted	-	-	-
Exercised	-	-	-
Cancelled	-	-	-
Outstanding, June 30, 2012	1,000,000	0.20	200,000
Granted	3,000,000	0.10	300,000
Exercised	-	-	-
Cancelled	-	-	-
Expired	(4,000,000)	-	-
Outstanding, June 30, 2013	-	$                               -	$                     -

Changes in stock purchase warrants during the years ended June 30, 2011 through 2013 are as follows:

	Number of Warrants	Weighted Average Exercise Price	Value if Exercised
Outstanding, June 30, 2011	24,019,613	$                         0.11	$      2,551,961
Granted	456,131	0.15	68,420
Exercised	-	-	-
Cancelled	-	-	-
Outstanding, June 30, 2012	24,475,744	.011	2,620,381
Granted	-	-	-
Exercised	-	-	-
Cancelled	-	-	-
Expired	(24,475,744)	-	-
Outstanding, June 30, 2013	-	$                               -	$                     -

There were not any stock purchase warrants outstanding at September 30, 2013.

F-11

MYRIAD INTERACTIVE MEDIA, INC.

Notes to the Financial Statements

September 30, 2013 and June 30, 2013

NOTE 11 – COMMITMENTS

On June 7, 2013, the Company entered into a consulting agreement for twelve months of services for a total of $52,000. The agreement calls for the following: months one and two: $10,000 per month; months three and four: $4,000 per month; and months five through twelve: $3,000 per month.  The consultant terminated this agreement on July 7, 2013 and no remaining payments will be made.

On March 30, 2012, the Company issued 855,462 shares of its common stock to its legal counsel for $85,546 of services rendered. The settlement agreement provides that the Company will pay the difference between the liability settled in shares and the net proceeds from the sale of the shares if the net proceeds is less than the liability settled. As of June 30, 2012, the Company had a contingent liability of approximately $0.09 per share or $76,992 to its legal counsel. As of June 30, 2013, the Company’s legal counsel sold the shares for approximately $15,223 which was applied to the outstanding balance owed by the Company. As a result, the contingent liability ceased and the Company recognized a loss on settlement of debt and recorded accounts payable of $70,323 during the year ended June 30, 2013.

On July 22, 2013 the Company entered into software acquisition agreement. The Company agreed to purchase the software for 7,500,000 shares of the Company’s common stock. Pursuant to the agreement the Company also agreed to issue 1,000,000 shares of the Company’s common stock for advisory services. This transaction has not been settled as of the period end.

NOTE 12 – INCOME TAXES

For the period ended September 30, 2013, Myriad has incurred a net loss of approximately $96,563 and, therefore, has no tax liability.  The net deferred tax asset generated by the loss carry-forward has been fully reserved.  The cumulative net operating loss carry-forward is approximately $12,444,386 at September 30, 2013, and will expire beginning in the year 2028.

The provision for Federal income tax consists of the following for the periods ended September 30, 2013 and 2012:

	September 30, 2013	June 30, 2013
Federal income tax benefit attributable to:
Current operations	$         32,831	$         84,497
Less: valuation allowance	(32,831)	(84,497)
Net provision for Federal income taxes	$                  0	$                  0

The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows as of September 30, 2013 and June 30, 2013:

	September 30, 2013	June 30, 2013
Deferred tax asset attributable to:
Net operating loss carryover	$      4,231,091	$      4,198,260
Valuation allowance	(4,231,091)	(4,198,260)
Net deferred tax asset	$                  0	$                  0

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $12,444,386 for Federal income tax reporting purposes are subject to annual limitations.  Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.

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MYRIAD INTERACTIVE MEDIA, INC.

Notes to the Financial Statements

September 30, 2013 and June 30, 2013

NOTE 13 – FOREIGN CURRENCY TRANSLATION

Due to the fact that the Company’s functional currency is the U.S. Dollar and its reporting currency is the U.S. dollar, the Company must recognize the effects of variations in foreign currency exchange rates as gains and losses as a component of other comprehensive income (loss), pursuant to ASC 830 “Foreign Currency Translation.” To calculate this other comprehensive income and loss, the Company utilizes the “current method,” whereby assets and liabilities carried in Canadian dollars are translated into U.S. dollars at the exchange rate at the balance sheet date.

During the years ended September 30, 2013 and June 30, 2013, the Company recognized other comprehensive gains of $3,620 and $11,754, respectively.

NOTE 14 – SUBSEQUENT EVENTS

 

On October 15, 2013 the Company converted $13,500 of convertible debt into 4,090,909 shares of common stock at the applicable conversion price of $0.0033 per share in accordance with a Conversion Note dated March 19, 2013.

Effective November 14, 2013 the Company’s authorized number of common stock increased from 200,000,000 to 500,000,000 as the result of an approved amendment filed with the state of incorporation.  In relation to this transaction 2,000,000 common shares with special voting rights were issued to a current shareholder

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to September 30, 2013 through the date these financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements other than the events described above.

F-13

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

Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions.  Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain.  Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.  Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Description of Business

We are a Delaware corporation formed on July 13, 1999.  Our principal executive offices are located at 7 Ingram Drive, Suite 128 Toronto, Ontario, Canada M6M 2L7.  Our telephone number is 1-800-427-1103.  On July 6, 2011, we changed our name to Myriad Interactive Media, Inc.  Concurrently with the name change, we shifted our focus to the the web development and internet marketing sector. We have formed an interactive marketing team consisting of industry experts in search engine marketing and social media marketing.  We plan to manage complex search programs and offer strategic insight into the design, development, launch and maintenance of such programs. In addition, we are focusing on the development of interactive media websites and mobile applications. Myriad Interactive Media, Inc. currently owns two flagship technologies that the company has developed and continues to develop called MingleSuite and MyMobiPoints.com. Our MingleSuite technology is a social media aggregation platform which embeds all of a client’s social media networks into one centralized location where they can install our platform onto their website. Our MyMobiPoints.com mobile application and back-end dashboard is a sophisticated enterprise solution which allows businesses a customized application which serves as a social media loyalty program, where users earn points that are redeemable for products and services that a business offers in exchange for sharing social content and becoming a brand ambassador of that business.

Social Media Marketing

We currently have a team of 10 commission-based consultants working on development of social media marketing campaigns.   At this time, we are in talks with potential customers for various social media marketing campaigns. We have the ability to build and structure marketing

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campaigns for Facebook, Twitter and Google Plus. We can perform a comprehensive analysis on the customer’s target audience and utilize best practices in creating and launching social media campaigns.  The most common campaigns we plan to conduct will be for the purpose of increasing brand recognition and driving user engagement.

Search Engine Marketing

Myriad Interactive Media Inc. is a recognized search firm with Google. We structure high quality adwords campaigns.  Utilizing a best practice approach in developing these campaigns is of the utmost importance.  Our search experts have developed a unique formula in analyzing and optimizing campaigns.  By using key performance indicators and common benchmarks in conjunction with other metrics, we are able to successfully manage complex campaigns while driving costs and increasing leads.

Our search engine marketing campaigns do not require any further investment at this time.  We are currently generating revenue from these activities.  We charge a 20% fee for the design, implementation and management of these search campaigns.

Website Development

We have a separate team of 4 consultants working on website development and web architecture.  Our team is proficient in all programming languages, including the Microsoft .NET framework. Our team can build complete web solutions from scratch, including graphic design and CSS coding.  Our web development division is currently producing several projects for the company and generating revenue.  The company will continue to develop this business in conjunction with its major in-house projects.

Application Development

We are currently developing an interactive mobile application for the Apple iPhone and Apple iPad devices.  We are registered as an Apple developer and we plan on launching this application under our Apple SDK. We will also be introducing mobile development for the Google Android platform.  We do not intend on developing applications for any RIM Blackberry mobile devices at this time.  We may develop applications for RIM’s Blackberry devices in the near future.  At this time, we are waiting for the latest OS version by RIM to further understand the revised architecture. We are currently in talks with several customers for the development of additional mobile applications.

Latin America Deal Aggregator

We have developed an in-house daily deal aggregator web application for the Brazilian market called CupomZilla.com.br.  The platform is a sophisticated application that tracks all of the daily deals in Brazil offered by daily deal sites like Groupon, PeixeUrbano and Groupalia.  We track these deals by using both application programming interface (“API”) and parsing technology.  Daily deals are run through our databases and are presented on our website to subscribers whom are using our deal filtering technology to source daily deals of particular interest.  Our platform aggregates thousands of deals from every credible daily deal website in Brazil.  Instead of checking every single website on a daily basis, users have the option to use our easy-to-use

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service and to track all of their deals on our website.  When a user wants to purchase a deal, they are re-directed to the deal originating website for the final purchase.  We receive referral commissions on daily deal sites that offer API access and commission services.  For those sites that do not provide API’s, we do not receive any commissions.  

By tracking all of the daily deal sites, we are able to compile valuable data reports on the entire daily deal industry in Brazil.  We plan to introduce our own deals in the future which we believe will generate revenue for the company.  We therefore believe it is essential to fully understand the market, what sells and what doesn’t and, most importantly, to build a relevant purchasing audience.  For this reason, we are currently offering our aggregator platform for free.

CupomZilla.com.br is currently fully operational and has several unique features. We offer a deal map which tracks all of the daily deals in every major city in Brazil. Users can view the map and track deals that are in close proximity to their location. This is a valuable tool for people who are looking for deals close to work, school or home. We also offer filtering by category, which allows users can track specific deal categories.  For users who only want restaurant deals and are not interested in any other offers, for example, the users can simply select “restaurants” and uncheck the other categories.  The user will then instantly have the ability to scour through all of the active restaurant deals.  Our platform also offers users the option to receive a daily deal email based on their selected categories.  

We are currently developing additional technology which will take our platform mobile.  As our focus is on emerging markets, we believe it is essential to offer this technology as more people in our current markets own mobile phones than they do printers.  We plan to unveil electronic barcodes for our own daily deal offers and offer other unique services which are currently in the development stage.

Mingle Suite Application

On September 16, 2012, we entered into an Agreement with Kalim Kahn to acquire all rights to a social media software application known as “The Mingle Suite Application.”  The Mingle Suite Application is a unique social media application that combines popular social media networks like Facebook, Twitter, Google+ and YouTube into one place. This will allow for seamless integration and ease of use for corporate clients looking for both an all-in-one solution for social media management, and a unique search engine optimization tool equipped with sophisticated analytics. The application was is comparable to other popular social media platforms like HootSuite, Vitrue, Buddy Media & Radian6.

Our Agreement calls for a total purchase price of $250,000 to be paid for the Mingle Suite Application.  The purchase price shall be paid as follows:

· Issuance of 5,000,000 shares of our common stock, to be valued at $75,000; and

· Issuance of a Promissory Note in the amount of $175,000, payable on or before October 1, 2014.  

Our obligation to repay the Note in full will be conditional upon the seller generating a minimum of $500,000 in sales of the Mingle Suite Application on or before the due date of October 1, 2014. If the seller does not generate the minimum required sales, the Note shall be re-paid on a pro rata basis provided a minimum of $250,000 in sales is generated on or before the due date.

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On July 24, 2013, we entered into an asset purchase agreement with Brazo River Technologies, LLC. Under the Agreement, we acquired all rights to the MyMobiPoints application, including the source code for the application and the MyMobiPoints web domain. MyMobiPoints is a social media points application which we plan to use to enhance our MingleSuite social media technology with a slate of features for mobile device users. The technology is a social media technology that tracks the sharing of content by users where they are awarded pre-set points that are custom to the mobile app technology and integrated within a loyalty points system. These points are redeemable towards products and services that the app client directors towards the app user. It is a sophisticated and modern loyalty points system, and a tremendous asset to the Myriad technology portfolio.  As the purchase price for these assets, we agreed to issue a total of 8,500,000 shares

Results of operations for the three months ended September 30, 2013 and 2012.

During the three months ended September 30, 2013, we earned revenue of $18,865. We incurred operating expenses in the amount of $111,402 for the three months ended September 30, 2013, consisting of professional fees in the amount of $66,193, general and administrative expenses of $23,961, and depreciation and amortization of $21,248.  In addition, we incurred interest expense of $4,026.  As a result, we incurred a net loss of $96,563 for the three months ended September 30, 2013.  

By comparison, for the three months ended September 30, 2012, we earned revenue of $6,033.  We incurred operating expenses of $254,975 during the three months ended September 30, 2012, consisting of professional fees in the amount of $225,509, general and administrative expenses of $29,204, and depreciation and amortization of $262.  We also incurred interest expense of $578 during the three months ended September 30, 2012.  We incurred a net loss of $249,520 during the three months ended September 30, 2012.

Our losses are attributable to operating expenses together with insufficient revenues.  We anticipate that both our operating expenses and our revenues will increase as we continue with our plan of operations.

Liquidity and Capital Resources

As of September 30, 2013, we had total current assets of $31,540, consisting of cash in the amount of $7,690, accounts receivable of $11,500, deposits of $950, and prepaid expenses in the amount of $11,400.  As of September 30, 2013, we had current liabilities of $278,323, consisting of accounts payable and accrued expenses in the amount of $89,901, accrued expenses – related party in the amount of $76,211, convertible debt net of debt discount in the amount of $102,500 and a payable due to a shareholder in the amount of $18,711.  Accordingly, we had negative working capital of $246,783 as of September 30, 2013.  We have not attained profitable operations and are dependent upon obtaining financing to pursue significant development and expansion of our planned search engine and social media marketing business.  We will need to raise approximately $250,000 in new capital in the short-term to put together a working environment for our team to assemble together for efficient production and growth.  Although we are engaged in efforts to raise additional equity capital, we currently do not have any firm arrangements for the required equity financing and we may not be able to obtain such financing when required, in the amount necessary, or on terms that are financially feasible.

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We have obtained financing from Asher Enterprises, Inc. under a series of two Convertible Promissory Notes and related Securities Purchase Agreements.  Currently, there are three (3) outstanding Notes issued to Asher Enterprises in the total principal amount of $117,500. The Notes issued to Asher Enterprises bears interest at a rate of 8% per year and is convertible at a conversion price equal to 55% of the Market Price of our common stock on the conversion date. For purposes of the Note, “Market Price” is defined as the average of the 3 lowest closing prices for our common stock on the 10 trading days immediately preceding the conversion date. The number of shares issuable upon conversion of the Note is limited so that the holder’s total beneficial ownership of our common stock may not exceed 4.99% of the total issued and outstanding shares. This condition may be waived at the option of the holder upon not less than 61 days notice.

Off Balance Sheet Arrangements

As of September 30, 2013, there were no off balance sheet arrangements.  

Going Concern

 

We have not attained profitable operations and are dependent upon obtaining financing to pursue significant business development activities. We have a cumulative deficit of $12,444,386 since our inception and require capital for our contemplated operational and marketing activities to take place. Our ability to raise additional capital through the future issuances of the common stock is unknown. The obtainment of additional financing, the successful development of our contemplated plan of operations, and our transition, ultimately, to the attainment of profitable operations are necessary for us to continue operations.  For these reasons, our auditors stated in their report that they have substantial doubt we will be able to continue as a going concern.

Critical Accounting Policies

In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Currently, we do not believe that any accounting policies fit this definition.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

A smaller reporting company is not required to provide the information required by this Item.

Item 4. Controls and Procedures

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of September 30, 2013.  This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, Derek Ivany.  Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2013, our disclosure controls and procedures are not effective.  There have

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been no changes in our internal controls over financial reporting during the quarter ended September 30, 2013.

Management determined that the material weaknesses that resulted in controls being ineffective are primarily due to lack of resources and number of employees. Material weaknesses exist in the segregation of duties required for effective controls and various reconciliation and control procedures not regularly performed due to the lack of staff and resources.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Limitations on the Effectiveness of Internal Controls

Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error.   Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

Item 1A: Risk Factors

A smaller reporting company is not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

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None

Item 3. Defaults upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit Number	Description of Exhibit
31.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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SIGNATURES

In accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Myriad Interactive Media, Inc.
Date:	November 18, 2013
	By:       /s/ Derek Ivany                          Derek Ivany Title:    Chief Executive Officer, Principal Executive Officer, Chief Financial                                               Officer, Principal Accounting Officer, and Director

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