The accompanying footnotes are an integral part of these financial statements.
IN MEDIA CORPORATION
NOTES TO FINANCIAL STATEMENTS FOR THE THREE MONTHS
ENDED MARCH 31, 2014 AND 2013
IN Media Corporation (the "Company") is a Nevada corporation incorporated on March 5, 2007 as Tres Estrellas Enterprises, Inc. (Tres Estrellas). Effective February 3, 2010, we changed our name to IN Media Corporation. On October 30, 2009 (the Acquisition Date), we executed an agreement between IN Media Corporation ("IN Media") and Tres Estrellas whereby IN Media shareholders acquired shares of the Company's common stock, and in return we received all the issued and outstanding stock of IN Media, and IN Media was merged into Tres Estrellas. For financial accounting purposes, the acquisition was a reverse merger of the Company by IN Media, under the purchase method of accounting, and was treated as a recapitalization with IN Media as the acquirer. Upon consummation of the merger, the Company adopted the business plan of IN Media. Accordingly, the consolidated statements of operations include the results of operations of IN Media from its inception on October 27, 2008 and the results of operations of Tres Estrellas from the Acquisition Date through December 31, 2013. The Company's fiscal year end is December 31.
GOING CONCERN AND LIQUIDITY CONSIDERATIONS
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As at March 31, 2014, the Company had accumulated a loss from operations of $3.7 million and has earned no revenues since inception, and our liabilities exceed our assets by over $1 million. The Company intends to fund its continuing operations through strict expense management and control, a combination of equity or debt financing arrangements, reliance on third party contractors to avoid the need for capital expenditure or commitment to fixed overhead, and extended credit from suppliers and related parties, all of which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending December 31, 2014.
Historically we have focused our efforts on developing business opportunities in China and India although we have not actually fulfilled any orders or shipped any of our products as of March 31, 2014. Our ability to fulfill sales orders is directly linked to our lack of financial resources and inability to secure credit terms from our sub-contract manufacturers and component suppliers, and despite our best efforts to raise working capital through debt and equity transactions, extended supplier credit, and customer advances, we have not yet managed to solve these problems, and prospective orders have lapsed before they can be fulfilled. We have recently begun exploring opportunities to supply bundled solutions including handheld or tablet devices and eductational software into developing overseas markets, although we cannot guarantee, progress, we hope to move beyond our development stage into an operational stage during fiscal 2014. The ability of the Company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to purchase the inventory required to fulfill current purchase order commitments, to make on-account payments to vendors, and to service our current debt obligations. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
SIGNIFICANT ACCOUNTING POLICIES
A) BASIS OF PRESENTATION
The accounting and reporting policies of the Company conform to U.S. generally accepted accounting principles (US GAAP) applicable to development stage companies.
B) USE OF ESTIMATES
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
C) CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value.
D) FAIR VALUE OF FINANCIAL INSTRUMENTS AND DERIVATIVE FINANCIAL INSTRUMENTS
The Company's financial instruments as defined by FASB ASC 825-10-50 include cash, trade accounts receivable, and accounts payable and accrued expenses. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at March 31, 2014. FASB ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. ASC 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:
Level 1. Observable inputs such as quoted prices in active markets;
Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
Level 3. Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions.
The Company does not have any assets or liabilities measured at fair value on a recurring basis at March 31, 2014 and December 31, 2013.
E) INCOME TAXES
The Company accounts for income taxes under ASC 740 "Income Taxes" which codified SFAS 109, "Accounting for Income Taxes" and FIN 48 "Accounting for Uncertainty in Income Taxes - an Interpretation of FASB Statement No. 109." Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.
F) EARNINGS (LOSS) PER SHARE
FASB ASC 260, "Earnings (Loss) Per Share" provides for calculation of "basic" and "diluted" earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income (loss) available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share. Since the Company has reported a loss in all periods, the Company has not reported diluted loss per share since the result would be anti-dilutive.
G) STOCK-BASED COMPENSATION
ASC 718 "Compensation - Stock Compensation" codified SFAS No. 123 and prescribes accounting and reporting standards for all stock-based payments award to employees, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights, and may be classified as either equity or liabilities. The Company should determine if a present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in cash or other assets exists if: (a) the option to settle by issuing equity instruments lacks commercial substance or (b) the present obligation is implied because of an entity's past practices or stated policies. If a present obligation exists, the transaction should be recognized as a liability; otherwise, the transaction should be recognized as equity. The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50 "Equity - Based Payments to Non-Employees" which codified SFAS 123 and the Emerging Issues Task Force consensus in Issue No. 96-18 ("EITF 96-18"), "Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods or Services". Measurement of share-based payment transactions with non-employees shall be based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction should be determined at the earlier of performance commitment date or performance completion date.
The Company recognizes the underlying value of embedded derivatives in accordance with ASC 815-15-25-1. The value of the option for noteholders to convert their notes into shares of common stock is calculated and credited as a derivative liability for the duration of the notes, while an offsetting amount is classified as a discount to the principal value of the notes. The derivative value added to the discount reserve and derivative value was $ 0 and $44,987 during the three months ended March 31, 2014 and 2013, respectively. The value of the debt discount is amortized as interest expense on a straight line basis over the life of the notes. During the three months ended March 31, 2014 and 2013, the Company amortized $20,614 and $14,823, respectively, as debt discount expense.
I) REVENUE RECOGNITION
The Company recognizes revenue from the sale of products and services in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 104 ("SAB 104"), "Revenue Recognition in Financial Statements." Revenue will consist of products and services income and will be recognized only when all of the following criteria have been met: (i) Persuasive evidence for an agreement exists; (ii) Service or delivery has occurred; (iii) The fee is fixed or determinable; and (iv) Revenue is reasonably assured.
The Company has authorized 75,000,000 common shares with $0.001 par value. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholder of the Company is sought.
On June 17, 2010 the Company filed a Form S-8 registration statement with the SEC reserving 2,500,000 common shares for issuance under the Companys 2010 Stock Option Plan. During the period from registration to December 31, 2012, the Company issued 897,000 shares to consultants as payment for services provided, and 1,600,000 options to employees. On November 21, 2012, the Company filed a second Form S-8 registration statement registering an additional 2,500,000 common shares for issuance under the Companys 2010 Amended and Restated Stock Option Plan, and at March 31, 2014 has 2,083,000 registered shares available for future issuance
Since inception (October 27, 2008) to March 31, 2014, the Company has issued the following shares:
A total of 5,500,000 common stock shares to an officer and director at $0.002 per share for a total of $11,000. The shares bear a restrictive transfer legend in accordance with Rule 144 under the Securities Act of 1933.
A total of 6,000,000 common stock shares to 40 unaffiliated investors at $.004 per share for a total of $24,000, pursuant to an effective SB-2 Registration Statement.
A total of 33,500,000 common stock shares to the shareholders of IN Media Corporation pursuant to the terms and conditions of a Merger Agreement. This issuance of stock did not involve any public offering, general advertising, or solicitation. At the time of the issuance, IN Media had fair access to and was in possession of all available material information about our Company. The shares bear a restrictive transfer legend in accordance with Rule 144 under the Securities Act of 1933.
In addition, the Company has issued a total of 23,506,415 common stock shares with a value of $2,195,769 to (a) consultants for payment of services provided, (b) vendors for the purchase and payment of movie distribution systems including storage and distribution hardware, operating software, and rights to distribute two thousand movie titles, (c) creditors for settlement of outstanding debt, (d) a noteholder for conversion of certain notes payable and (e) accrued note interest as set out in the following table:
SUMMARY ISSUANCE OF COMMON STOCK
Payment of consultants
Purchase of assets
Conversion of notes
Settlement of debt
Payment of note interest
Value of Shares
Payment of consultants
Purchase of assets
Conversion of notes
Settlement of debt
Payment of note interest
The issuance of such shares of our common stock was effected in reliance on the exemptions for sales of securities not involving a public offering, as set forth in Rule 506 promulgated under the Securities Act of 1933, as amended (the Securities Act) and in Section 4(2) of the Securities Act, based on the following: (a) the debt-holder confirmed to us that they were accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act and had such background, education and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the securities; (b) there was no public offering or general solicitation with respect to the conversion of the debt and issuance of the shares; (c) the debt-holder acknowledged that the shares being issued were restricted securities for purposes of the Securities Act, and agreed to transfer such securities only in a transaction registered under the Securities Act or exempt from registration under the Securities Act; and could only be transferred if subsequently registered under the Securities Act or transferred in a transaction exempt from registration under the Securities Act.
The Company has issued Convertible Notes (Notes), carrying interest rates of between 8% and 10% per annum, from three note-holders for terms ranging from 9 months to 12 months as set forth in the following table.
Original note proceeds
Original issue discount
Balance end of year
December 31, 2012
December 31, 2013
March 31, 2014
The Notes are convertible into shares of Common Stock based on discounts of between 37.5% to 50% on the lowest closing stock prices in the month prior to the conversion. The Company recognized the underlying value of embedded derivatives in accordance with ASC 815-15-25-1. The value of the option for noteholders to convert their notes into shares of common stock is calculated and credited as a derivative liability for the duration of the notes, while an offsetting amount is classified as a discount to the principal value of the notes. The amount added to the discount reserve and derivative liability was $0 and $44,987 during the three months ended March 31, 2014 and 2013, respectively. The value of the debt discount is amortized as interest expense on a straight line basis over the life of the notes. During the three months ended March 31, 2014, and March 31, 2013, the Company amortized $20,614 and $14,823, respectively, as debt discount expense. On a quarterly basis, the Company values the derivative liability to determine that the carrying value is in line with market value and, adjustments are made to the value of derivative liability as required. The Company amortizes Original Issue Discount (OID) to interest expense on a straight line basis over the terms of the notes.
The Company has incurred operating losses of $3,744,426 which, if unutilized, will begin to expire in 2027. Future tax benefits, which may arise as a result of these losses, have not been recognized in these financial statements, and have been offset by a valuation allowance. Details of future income tax assets are as follows:
March 31, 2014
Future income tax assets:
Net operating loss from October 27, 2008 (inception) to March 31, 2014)
less timing differences
Management fee accruals
Adjusted operating loss
Statutory tax rate (combined federal and state)
Non-capital tax loss
The potential future tax benefits of these losses have not been recognized in these financial statements due to uncertainty of their realization. When the future utilization of some portion of the carry forwards is determined not to be "more likely than not," a valuation allowance is provided to reduce the recorded tax benefits from such assets.
NEW ACCOUNTING PRONOUNCEMENTS
The Company does not expect any recent accounting pronouncements to have a material impact on its financial statements.
RELATED PARTY TRANSACTIONS
From time to time, Mr. Karnick, though his wholly owned Company, Numerity, has advanced cash to pay off supplier balances on behalf of the Company and the balance is reported as a loan from related party. The loan is unsecured, interest-free, and has been or will be repaid when the Company raises sufficient cash to do so.
One of the Company shareholders, directors and officers, Mr. Karnick, who, together with his wife, owns approximately 15 million shares of restricted common stock, also owns a 100% interest in Numerity Corporation from whom we have licensed our engineering technology, IP and set top box (STB) designs, and to whom we are committed to pay royalties of $50 per STB after the first 100,000 units have been shipped, and $20 per STB after 200,000 units have been shipped. No royalty payments have been made through December 31, 2012 since no STBs have been shipped as at that date. In addition, the Company committed to pay $415,000 per annum to Numerity Corporation in respect of a maintenance agreement on the licensed software, but has not made any such payments to Numerity as at December 31, 2012. On July 1, 2010, the Company and Numerity agreed to amend that licensing agreement to provide a deferral of maintenance dues, and an extension of credit until three months after first commercial shipment. The amendment was authorized for the Company by Mr. Danny Mabey, a board director with no interest in Numerity.
This provider, Numerity Corporation, is owned and controlled by Mr. Karnick, one of the Company shareholders, directors and officers, and provides contract executive, administration, business, and product development services (the Service Agreement) to the Company. Initially, the Service Agreement provided for contract service fees of $40,000 per month, but subsequently, as of January 1, 2011, the Company and Numerity agreed to discontinue contract service charges, and instead had Numerity bill the Company for the actual cost of any goods or services provided wholly, exclusively, and necessarily for the benefit of the Company. Starting September 2012, Numerity resumed billing the Company for its management services at the rate of $40,000 per month. As at December 31, 2013, the Company negotiated with Numerity on the cost and value of the services provided under this Service Agreement and Numerity agreed to waive its charge for the quarter ended December 31, 2013, credit back the Company for the cost of its billing for the quarter ended September 30, 2013, and reduce future billings to recover only the actual out of pocket expenses incurred by Numerity in the provision of its services. No amounts were billed in the quarter ended March 31, 2014. The balance of billings payable to Numerity is included as notes payable to related party in the March 31, 2014 financial statements. The various amendments were approved by the Board of Directors, including Mr. Danny Mabey, a member of the Board of Directors with no interest in Numerity.
In the three months ended March 31, 2014 and 2013, the Company accrued $0 and $240,000, respectively for services provided by Numerity Corporation. During the three months ended March 31, 2014 and March 31, 2013, the Company made cash payments, net of receipts to Numerity Corporation of $0 and $60,000, respectively. In order to regularize a de facto extended credit arrangement between IN Media and Numerity Corporation, the Company obtained a formal agreement from Numerity Corporation, effective as of December 31, 2010, agreeing to interest-free, revolving credit terms of one year and one day on all amounts due to Numerity. This extended credit can be terminated at any time subject to either party giving notice to the other, and subject to repayment of the balance being made one year and one day after receipt of notice.
One of our shareholders, Guifeng Qui, who owns approximately 13 million shares of restricted common stock, has a controlling interest in the Chinese distributor who we have appointed to represent us in developing our business in China. The Agreement with this distributor provides that we will receive a margin of $20 on each unit of set-top box sold through that distribution channel, and an additional $5 per month per subscriber for content distribution contracts using our content library.
One of the Company shareholders, directors and officers, Mr. Karnick, who, together with his wife, owns approximately 16 million shares of restricted common stock, also owns a 100% interest in Numerity Corporation which owns the library of film content which the Company intends to include as part of our product offerings. Numerity has agreed to make the library available to us at no charge.
On April 1, 2014 Mr. Danny Mabey resigned as a director of the Company and was replaced on the Board of Directors by Mr. Fred Wilson. As at April 1, 2014, the Company owed Mr. Mabey $320,000 in earned but unpaid fees for services as a director of the Company.
On April 23, 2014, to reduce operating expenses, Mr Karnick terminated Mr Simon Westbrooks role as Chief Financial Officer and Chief Accounting Officer of the Company and assumed these responsibilities himself.
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
Included in this Report are "forward-looking" statements, within the meaning of the Private Securities Litigation Reform Act of 1995 ("PSLRA") as well as historical information. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that the expectations reflected in these forward-looking statements will prove to be correct. Our actual results could differ materially from those anticipated in forward-looking statements as a result of certain factors, including matters described in the section titled "Risk Factors." Forward-looking statements include those that use forward-looking terminology, such as the words "anticipate," "believe," "estimate," "expect," "intend," "may," "project," "plan," "will," "shall," "should," and similar expressions, including when used in the negative. Although we believe that the expectations reflected in these forward-looking statements are reasonable and achievable, these statements involve risks and uncertainties and we cannot assure you that actual results will be consistent with these forward-looking statements. We claim the protection afforded by the safe harbor for forward-looking statements provided by the PSLRA.
Such risks include, among others, the following: our ability to continue financing our operations either through debt or equity offerings, international, national and local general economic and market conditions: our ability to sustain, manage or forecast our growth; material costs and availability; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other factors referenced in this filing.
Consequently, all of the forward-looking statements made in this Form 10-Q are qualified by these cautionary statements and there can be no assurance that the actual results anticipated by management will be realized or, even if substantially realized, that they will have the expected consequences to or effects on our business operations. We undertake no obligation to update or revise these forward-looking statements, whether to reflect events or circumstances after the date initially filed or published, to reflect the occurrence of unanticipated events or except as required by the federal securities laws. All material risks are described in the risk section of this Form 10-Q and in the Companys Annual Report on Form 10-K for the year ended December 31, 2013.
In this Quarterly Report on Form 10-Q, Company, our company, us, and our refer to In Media Corporation, unless the context requires otherwise.
IN Media Corporation (the "Company") is a Nevada corporation incorporated on March 5, 2007 as Tres Estrellas Enterprises, Inc. (Tres Estrellas). Effective February 3, 2010, we changed our name to IN Media Corporation. On October 30, 2009 (the Acquisition Date), we executed an agreement between IN Media Corporation ("IN Media") and Tres Estrellas whereby IN Media shareholders acquired shares of the Company's common stock, and in return we received all the issued and outstanding stock of IN Media, and IN Media was merged into Tres Estrellas. Upon consummation of the merger, we adopted the business plan of IN Media. Accordingly, the consolidated statements of operations include the results of operations of IN Media from its inception on October 27, 2008 and the results of operations of Tres Estrellas from the Acquisition Date through December 31, 2013. Our fiscal year end is December 31.
With our registered office in Reno, Nevada, and principal executive office in Los Altos, CA, we are a development stage company positioned to exploit the emerging market for Internet Protocol Television (IPTV) services for cable, satellite, internet, telephony and mobile markets. IPTV delivers video content from public domain and premium content sources over the internet to consumer display devices ranging from large screen TVs in the home, to mobile display devices such as the I-Phone or I-Pad. Our goal is to become a global leader of IPTV implementation systems through the design and delivery of a combination of hardware, software, manufacturing and content services at competitive prices. Our systems may be offered to communications providers such as cable or satellite channels, governmental organizations, content owners such as publishers, movie and video game owners, and other premium content providers, or distributors and re-sellers who support such channels to either complete their proprietary offerings or provide an all-in-one solution.
Trends and market opportunities
In recent years the opportunity for IPTV has been fuelled by various factors including, but not limited to improvements in broadband technology and infrastructure, and consequent reduced cost
Growth of mass market adoption of broadband access including mobile applications
Consumer expectations and pressure for video on demand rather than general broadcast distribution which has become increasingly expensive and generally poor quality content
Fragmentation and specialization of content ownership encouraging content owners to make their content available by subscription, advertising sponsorship, or as a message delivery medium
These trends have taken place in the North American market, but even more so in developing countries around the world. We have focussed our efforts on developing business opportunities in Asia and the developing world including China, India, Hong Kong, Taiwan, Malaysia, and the Phillipines. Through the third quarter, 2013, Numerity, through Nitin Karnik, conducted a six week tour covering prime markets in the Asia region, building relationships with prospective distribution channels, demonstrating our products and evaluating the current state of demand for our products. The Company is hopeful this will lead to some trial orders. During the course of these events we identified an opportunity to provide our tablet STB product as a relativly low-cost digital textbook in developing markets where traditional schools and textbook curricula have not been widely established. We are currently investigating ways to make the product more childproof and develop this opportunity in a way that may attract government support and help to ease the funding problem.
We offer our customers fully integrated plug-and-play solutions comprising hardware devices, operating software, and access to a library of video content. We are currently offering a choice of three hardware devices:
IPTV Set Top Box(IPSTB): The IPSTB enables a user to access video content such as movies, videos, games, and educational or other promotional content simply connecting the IPSTB to ethernet cable from a home Internet source such as a Modem on one side to a Hi Definition TV set, or other convenient display on the other. Once connected, the user gains access to internet content like YouTube, Yahoo, Google or premium distribution sites like NetFlix, which stream video over the internet.
Tablet PC : Our new InMedia 7 inch tablet is an interactive pocket library that opens the door of opportunity making it easy for students to enter into a creative learning, knowledge based environment. Designed to peak curiosity, and build confidence the InMedia tablets offer an impressive value proposition. Our 7 inch unit is a 8 oz, 5 point touch-screen tablet with dual core, HD, 1GB RAM and has up to 32GB storage capacity. It has a six hour continuous run time, and both front and rear cameras. It plays all major video, audio, galleries and E-book formats. It supports standard browsers and email capabilities. Additionally, it is a phone with built-in 3G, dual sim cards and Bluetooth.
InMedias 10 inch tablet comes in at just over a pound. In addition to all the features of the 7 inch tablet it includes quad-Core capabilities, Android 4.2 and triband WCDMA 3G.
Premium Video content: We currently have the rights to make available our library of over 4,000 entertainment titles from Hollywood to Bollywood (the informal term popularly used for the Mumbai-based Hindi-language film industry in India) movies. This library can be made available and accessed by users through their IPTV platform by direct subscription, or indirectly via third party channels.
Development Stage Operations
To date, we have built our business by focusing on outsourcing to an experienced and well established third party provider to reduce the risk of product development problems and delays, market and employee acquisition, and up-front cash flow. This provider has been responsible for designing our products and operating software, QA testing, customer demonstration and evaluation support, as well as market analysis, channel development and sales promotion. They also provide general and operational support, such that we have no full time employees, or full time employee equivalents on our own books. By adopting this approach, we have managed to develop, test, and bring to market three distinct product offerings in the highly competitive global market for IP TV at a significantly lower cost than if we had carried out these activities in-house. This provider, Numerity Corporation, is owned and controlled by Mr. Karnick, one of our shareholders, directors and officers, and provides contract executive, administration and business development services (the Service Agreement) to us. Initially, the Service Agreement provided for management service fees of $40,000 per month, but subsequently, on as of January 1, 2011 our company and Numerity agreed to discontinue contract service charges, and instead have Numerity bill us for the actual cost of any goods or services provided wholly, exclusively and necessarily for our benefit. Effective September 1, 2012, in an effort to promote new business development efforts, we agreed to further amend the Service Agreement such that we again pay $40,000 per calendar month in service fees to Numerity. The amendments were approved by the Board of Directors, including Mr. Danny Mabey, at that time a member of the Board of Directors with no interest in Numerity.
Additionally, in November 2008, we licensed our engineering technology, IP, and set top box designs (the Licensing and Maintenance Agreement) from Numerity and committed to pay maintenance and royalties of $415,000 per annum. On July 1, 2010, we agreed to amend that licensing agreement to provide a deferral of any further maintenance dues, and an extension of credit until three months after first commercial shipment. The amendment to the Licensing and Maintenance Agreement was additionally approved by the Board of Directors, including Mr. Danny Mabey, at that time a member of the Board of Directors with no interest in Numerity.
One of our shareholders, Guifeng Qui, who owns approximately 13 million shares of restricted common stock, has a controlling interest in the Chinese distributor who we have appointed to represent us in developing our business in China. The Agreement with this distributor provides that we will receive a margin of $20 on each unit of set-top box sold through that distribution channel, and an additional $5 per month per subscriber for content distribution contracts using our content library. There have been no such sales or margins to date. At the same time, we have been working with other distribution channels in China and other international markets to demonstrate and prove our products and our integrated platform which includes hardware, software, and content.
Our ability to emerge from the development stage is dependent upon, among other things, obtaining additional financing to purchase the inventory required to fulfill purchase order interests and make on-account payments to vendors, while continuing to service our current debt obligations and cover our overhead expenses. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Through the third quarter, 2013, Numerity, through Nitin Karnik, conducted a six week tour covering prime markets in India, China, Indonesia and Malaysia, building relationships with prospective distribution channels, and evaluating the current state of demand for our products. We recognize that in spite of our best efforts, we have not been successful in generating sales revenue to date, and as a result of feedback gained on the recent trip, and from trade channels we have concluded: (i) the market is maturing in terms of availability, awareness and commoditization of price, and (ii) IPTV is deployed primarily for entertainment purposes in which the same content is generally available from the same sources around the world; thereby leaving little room for product differentiation, other than price and brand name. As a result of our recent business activities we are carrying out a management review to see if we can reposition some of our existing products into the education market in developing countries of the world where our low-cost, hand-held devices could become the electronic textbook of the future, eliminating heavy and expensive textbooks, and providing children with a flexible and programmable learning aid. We are also taking steps to reduce our operating expenses and in April 2014, we replaced Mr. Westbrook, our Chief Financial Officer by Mr. Karnik, who is now our Chief Financial Officer.
The Competition and Competitive Advantage
The competitive landscape for IPTV services is very crowded as the market potential is very large. The key players will be the platform providers who control access to telephony, television, internet and content for consumers. However, companies like Microsoft, Apple, Amazon, and the major Hollywood studios are moving forward on their own solutions to monetize content and services over the internet. Key hardware vendors like Motorola, Cisco, Intel, etc. are also potential competitors for set-top box solutions as they have previously established relationships with the platform providers.
Although our competitors have strong brands and significant engineering and marketing budgets we believe that we will have an opportunity to compete because we have outsourced our manufacturing and distribution function in China to local partners who understand and operate in the Asian market where our cost is low and the power of established US brands may not be so powerful. Since we already have a fully functional product offering and have established local distribution we believe our market offering in Asia is fully competitive with solutions from our competitors, specifically since we have both tangible (movie content) and intangible assets (investment in product designs) in which to continue to develop our business plan. We also have a team of consultants engaged indirectly through Numerity to ensure that our products are updated, maintained, and positioned to meet current demands, and we continue to seek out and develop new channels that are informed and motivated to sell our products.
Since the IP Set Top box market suffers competition from major content providers and vendors like Amazon, Google, and Netflix, we have been focusing on certain niche areas in respect of the tablet business and have commenced discussions with various schools, colleges, and nonprofit organizations who are working in the e-learning sector.
The market for the sub 100 dollar Tablet PC is the target market for our company as school children are aware of the usage of Tablet PCs. Management is in discussion with various organizations to combine the content and hardware solutions aimed at school children and expects, but cannot provide assurances, to generate revenue from that niche sector which we believe is cost conscious and requires a lower-cost solution than a branded product like Apple and Samsung.
We also introduced a 6 inch phone which combines the functionality of a tablet. This is a part of new emerging sector for "Phablets" meaning phones and tablets in one device. Such a device eliminates the necessity to have a mobile phone and a Tablet PC or sometimes a cell phone and e-Book reader provided by Amazon or Barnes and Noble. We believe that such a product will be received very well by the Telecom sector and now we are in discussion with major mobile operators globally to roll out such phones. We anticipate, but cannot guarantee, that we will roll out the phones in June 2014 for USA and other markets via Mobile operators and Telecom operators. Although there can be no guarantees, we contend that the anticipated revenue would be more than sufficient to cover the operating loss.
Results of Operations
We are a development stage company and have been focused to date on developing and refining our product hardware and operating platform to reflect market feedback, and build our distribution channels and relationships, however we have not yet generated any revenues while we have incurred $3,750,597 in expenses since inception through March 31, 2014. Although we have received interest in our hardware products from time to time, as a result of our lack of financial resources and inability to secure credit terms from our sub-contract manufacturer we have not yet managed to solve the problems of financing production of the inventory that we need to fulfill potential orders. We will not be able to fulfill or accept other orders until we can establish additional funding to open letters of credit, or place security deposits with our contract manufacturer, and we are currently exploring all financing options. We estimate that we may need to procure up to $500,000 in financing to secure the first delivery on any orders that we may book. While we have only limited tangible assets as collateral to support debt financing, we believe we have significant intangible value, including the licensed IP rights to our fully operational IPTV products and systems, and an established international distribution channel for our products.
Operations for the three months ended March 31, 2014
We incurred $54,387 and $173,256 in general administrative expenses for the three months ended March 31, 2014 and 2013, respectively. These costs consisted of general, administration, and business development expenses by Numerity, and professional fees associated with our financial reports and SEC filings. The decrease reflects negotiated changes in the way Numerity bills us for services provided since June 30, 2013.
We did not incur any development expenses in the three months ended March 31, 2014, since our products are now developed and we are directing our limited cash resources to business development and reporting compliance. We entered into a Licensing and Maintenance Agreement with Numerity Corporation in which we committed to pay $415,000 per year in maintenance fees, and intended to amortize the cost over a twelve month period. At various times, as expectations of first commercial shipments were delayed, the maintenance period was extended and terms amended. The amended License and Maintenance Agreement now provides that maintenance charges will be waived until three months after first commercial shipment of licensed IPTV product.
Interest and debt discount expense amounted to $42,163 and $24,006 for the three months ended March 31, 2014 and 2013, respectively. The increase reflects the higher level of convertible debt outstanding during the quarter ended March 31, 2014.
The following table provides selected financial data about our company as at March 31, 2014.
Balance Sheet Data:
Shareholders' equity (deficit)
Liquidity and Capital Resources
Our cash balance at March 31, 2014 was $455. During the three months ended March 31, 2014, our cash balance decreased by $90. Our operating losses in the period consumed $96,550 offset by non-cash expenses, and increases in accounts payable.
We are a development stage company and have generated no revenue to date. Although we have managed to raise $290,000 through the issuance of common stock, secured advances from directors and officers of our company, obtained extended credit from related parties in connection with services provided, and raised funding from the issuance of convertible notes, there is no assurance that we can secure additional funding to cover our expenses or working capital requirements in the future.
We are currently seeking other available sources of funding to provide secured, back-to-back financing of purchase order commitments with production inventory. If we are unable to secure adequate capital to continue, our business will likely fail, and our shareholders could lose some or all of their investment. We cannot continually incur operating losses in the future and may decide that we can no longer continue with our business operations as detailed in our business plan because of a lack of financial results and a lack of available financial resources.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Recent Accounting Pronouncements
There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries. The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
WHERE YOU CAN FIND MORE INFORMATION
You are advised to read this Form 10-Q in conjunction with other reports and documents that we file from time to time with the SEC. In particular, please read our Quarterly Reports on Form 10-Q, Annual Report on Form 10-K, as amended, and Current Reports on Form 8-K that we file from time to time. You may obtain copies of these reports directly from us or from the SEC at the SECs Public Reference Room at 100 F. Street, N.E. Washington, D.C. 20549, and you may obtain information about obtaining access to the Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains information for electronic filers at its website http://www.sec.gov.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We do not hold any derivative instruments and do not engage in any hedging activities.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Disclosure Controls and Procedures
We maintain disclosure controls and procedures, which are designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commissions rules and forms, and that such information is accumulated and communicated to our management, including our CEO and Chief Accounting Officer, as appropriate, to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of our management, including our CEO and Principal Financial and Accounting Officer, an evaluation was performed on the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this quarterly report. Based on that evaluation, our management, including our CEO and Principal Financial and Accounting Officer, concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this report due to the Companys limited resources and limited number of employees. To mitigate the current limited resources and limited employees, we rely heavily on direct management oversight of transactions, along with the use of legal and outsourced accounting professionals. As we grow, we expect to increase our number of employees, which, we believe, will enable us to implement adequate segregation of duties within the internal control framework.
(b) Changes in Internal Control Over Financial Reporting
There was no change in the Companys internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act, during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting except that to reduce operating expenses, Mr. Karnick terminated Mr Simon Westbrooks role as Chief Financial Officer and Chief Accounting Officer of the Company and assumed these responsibilities himself
PART II OTHER INFORMATION
Item 1. Legal Proceedings.
Item 1A. Risk Factors.
Not required under Regulation S-K for smaller reporting companies.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
The Company did not issued any shares of common stock during the three months ended March 31, 2014.
Item 3. Defaults Upon Senior Securities.
There were no defaults upon senior securities during the period ended March 31, 2014.
Item 4. Mine Safety Disclosures
Item 5. Other Information.
There is no information with respect to which information is not otherwise called for by this form.
Item 6. Exhibits.
Amended and Restated Articles of Incorporation
Amended and Restated Bylaws
Numerity licensing and maintenance agreement
Numerity licensing and maintenance agreement 1st amendment
Numerity service agreement
Numerity service agreement 1st amendment
Numerity service agreement 2nd amendment
IN TV independent sales representation agreement
Numerity license to use office agreement
Numerity revolving credit agreement
Numerity video library license agreement
Numerity service agreement 3nd amendment
Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Letter Agreement between Numerity Corporation and IN Media Corporation confirming rights for IN Media to use Numeritys video library without charge
Letter Agreement between Numerity Corporation and IN Media Corporation confirming Numeritys commitment, without charge, to extend credit for a period of one year and one day, subject to notice
* Incorporated by reference to Form 10-Q for June 30, 2011
** Incorporated by reference to Form 10K/A for December 31, 2010
Pursuant to 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.
IN Media Corporation (Registrant)
/s/ Nitin Karnik
Date: May 15, 2014
President, Chief Executive Officer, Chief Financial Officer
& Principal Accounting Officer and Director