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EXCEL - IDEA: XBRL DOCUMENT - THERALINK TECHNOLOGIES, INC.Financial_Report.xls
EX-31.1 - EXHIBIT 31.1 - THERALINK TECHNOLOGIES, INC.exhibit31-1.htm
EX-32.1 - EXHIBIT 32.1 - THERALINK TECHNOLOGIES, INC.exhibit32-1.htm
EX-10.23 - EXHIBIT 10.23 - THERALINK TECHNOLOGIES, INC.exhibit10-23.htm

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

FORM 10-Q

(Mark One)

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

For the quarterly period ended: May 31, 2014

or

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

For the transition period from __________________ to __________________

Commission file number: 000-52218

QUINT MEDIA INC.
(Exact name of registrant as specified in its charter)

Nevada
20-2590810
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)

3250 NE 1st. Ave., Suite 305, Miami, Florida 33137
(Address of principal executive offices and Zip Code)

Registrant’s telephone number, including area code: (786) 431-2174

N/A
(Former name, former address and former fiscal year, if changed since last report)

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

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. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act

Large accelerated filer [   ]   Accelerated filer                 [   ]
Non-accelerated filer   [   ] (Do not check if a smaller reporting company) Smaller reporting company [X]

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

i


APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 62,883,000 shares of common stock are issued and outstanding as of July 17, 2014.

ii


TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION 1
   
                   ITEM 1. FINANCIAL STATEMENTS 1
   
                   ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS   7
                                       
                   ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 9
   
                   ITEM 4. CONTROLS AND PROCEDURES 9
   
PART II – OTHER INFORMATION 10
   
                   ITEM 1. LEGAL PROCEEDING 10
   
                   ITEM 1A. RISK FACTORS 10
   
                   ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 16
   
                   ITEM 3. DEFAULTS UPON SENIOR SECURITIES 16
   
                   ITEM 4. MINE SAFETY DISCLOSURES 16
   
                   ITEM 5. OTHER INFORMATION 16
   
                   ITEM 6. Exhibits 16
   
SIGNATURES 18

iii


PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Quint Media, Inc.
Balance Sheets
(Unaudited)

    May 31,     February 28,  
    2014     2014  
Assets            
             
Current Assets            
Cash and cash equivalents $  8,857   $  12,957  
Prepaid expenses   89     4,928  
     Total Current Assets   8,946     17,885  
             
Website and website development cost, net of amortization of $17,440 and $0, respectively   313,920     331,360  
     Total Assets   322,866   $  349,245  
             
Liabilities and Stockholders’ Equity (Deficit)            
             
Current Liabilities            
Accounts payable and accrued liabilities $  96,992   $  106,046  
Accounts payable and accrued liabilities, related party   305,339     304,588  
Short-term notes payable   525,000     450,000  
Liabilities from discontinued operations   109,449     109,449  
     Total Liabilities   1,036,780     970,083  
             
             
Stockholders’ Equity (Deficit)            
             
Common stock, 450,000,000 shares authorized, par value $0.0001, 62,883,000 and 62,883,000 shares issued and outstanding at May 31,2014 and February, 28, 2014, respectively   6,288     6,288  
Additional paid-in capital   2,697,541     2,697,541  
Accumulated deficit   (3,417,743 )   (3,324,667 )
             
     Total Stockholders' Equity (Deficit)   (713,914 )   (620,838 )
             
     Total Liabilities and Stockholders' Equity (Deficit) $  322,866   $  349,245  

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

1


Quint Media, Inc.
Statements of Operations
(Unaudited)

    For the  
    Three Months Ended  
    May 31,  
    2014     2013  
             
Net Revenues $  66   $  -  
             
Expenses            
Website amortization   17,440     -  
Professional fees   34,938     43,812  
General and administrative   31,947     26,336  
             
Total Expenses   84,325     70,148  
             
Other Expenses            
Interest expense   8,817     9,019  
             
Net Loss From Continuing Operations   (93,076 )   (79,167 )
             
Income (Loss) From Discontinued Operations   -     (1,977 )
             
Net Loss $  (93,076 ) $  (81,144 )
             
Basic and diluted loss per common share from continuing operations $  (0.00 ) $  (0.00 )
             
Basic and diluted income (loss) per common share from discontinued operations $  -   $  (0.00 )
             
Basic and diluted income (loss) per common share $  (0.00 ) $  (0.00 )
             
Weighted average number of common shares   62,883,000     62,508,000  

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

2


Quint Media, Inc.
Statements of Cash Flows
(Unaudited)

    For the  
    Three Months Ended  
    May 31,  
    2014     2013  
Cash Flows From Operating Activities            
Net loss $  (93,076 ) $  (81,144 )
Items to reconcile net loss to net cash used in operating activities:            
Amortization   17,440     -  
Decrease in prepaid expenses and deposits   4,839     8,379  
Increase in accounts payable and accrued liabilities, related party   751     -  
Decrease in accounts payable and accrued liabilities   (9,054 )   (15,282 )
Net cash used in continuing operations   (79,100 )   (88,047 )
Net cash provided by (used in) discontinued operations   -     50,556  
Net cash used in operating activities   (79,100 )   (37,491 )
             
Cash Flows From Investing Activities 3            
Acquisition of SlickX (Exley.com)   -     (50,000 )
Capitalized website and website development costs   -     (25,000 )
Net cash used in continuing investing activities   -     (75,000 )
Net cash provided (used) in discontinued investing activities   -     -  
Net cash provided by (used in) investing activities   -     (75,000 )
             
Cash Flows From Financing Activities            
Principal payments on promissory notes   -     (200,000 )
Proceeds from issuance of promissory notes   75,000     -  
Cash provided by financing activities   75,000     (200,000 )
             
Increase (decrease) in cash and cash equivalents   (4,100 )   (312,491 )
Cash and cash equivalents, beginning of period   12,957     512,484  
Cash and cash equivalents, end of period $  8,857   $  199,993  

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

3


Quint Media, Inc.
Notes to the Unaudited Financial Statements

1.

Nature of Operations, Continuance of Business, and Basis of Presentation

   

The accompanying unaudited condensed financial statements of Quint Media, Inc. (the “Company” or “Quint”) have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission, or the SEC, including the instructions to Form 10-Q and Regulation S-X. In the opinion of the management of Quint, all adjustments, which are of a normal recurring nature, necessary for a fair statement of the results for the three month periods and for the period from the date of inception have been made. Results for the interim periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year. When used in these notes, the terms “Company”, “we” , “us” or “our” mean Quint Media, Inc. Certain information and note disclosure normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America has been condensed or omitted from these statements pursuant to such accounting principles and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with our audited financial statements for the year ended February 28, 2014.

   

During the quarter ended May 31, 2014, the Company has elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the company to remove the inception to date information and all references to development stage

   

Quint transitioned the Company into the digital media business, which encompasses social discovery aspects of the internet, primarily through an engagement website with mobile and tablet applications. Quint capitalizes costs of licenses for the use of Internet domain names or Universal Resource Locators, website development costs, other information technology licenses and marketing and technology related intangibles. All such assets are capitalized at their original cost and upon substantial completion, amortized over their estimated useful.

   
2.

Going Concern

   

Quint’s financial statements as of May 31, 2014 have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. Quint has a net loss of $93,076 for the three month period ended May 31, 2014 and a cumulative deficit of $3,417,743 at May 31, 2014. The losses from operations of Quint raise substantial doubt about Quint’s ability to continue as a going concern.

   

Management cannot provide assurance that Quint will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. Management believes that Quint’s capital resources are not currently adequate to continue operating and maintaining its business strategy for the fiscal year ending February 28, 2015. Quint will seek to raise capital through additional debt and/or equity financings to fund its operations in the future. Although Quint has historically raised capital from sales of equity and from the issuance of promissory notes, there is no assurance that it will be able to continue to do so. If Quint is unable to raise additional capital or secure additional lending in the near future, management expects that Quint will need to curtail or cease operations. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should Quint be unable to continue as a going concern.

4



As of May 31, 2014, Quint was in the process of transitioning to its new operating business and expects to incur operating losses for the next twelve months as it moves forward. This new operating business encompasses entrance into the social discovery aspects of the internet; primarily development of an engagement website with mobile and tablet application.

   
3.

Related Party Transactions

   

On May 29, 2013 the Company entered into a consulting agreement with Flawsome, whereby Flawsome agreed to provide certain services, including general management, product management, requirements engineering, quality management, project management, design creation, development team lead, deployment management, content management, reporting services, web development, mobile development, basic content creation, server hosting and monitoring and update services. The agreement expired December 31, 2013, but is continuing on a month-to-month basis. During the three months ended May 31, 2014 and 2013, respectively, the Company capitalized $0 and $298,800 in development costs contracted through Flawsome related to the “Exley.com” website and expensed $0 and $52,093 in website management expenses. As of May 31, 2014 and February 28, 2014, the Company owed $181,300 and $196,500 to Flawsome, respectively.

   

As of May 31, 2014 and February 28, 2014, respectively, the Company owed $15,000 and $30,000 for consulting services to a director and $93,842 and $70,500 to a Company whose shareholder is a director of the Company. Additionally, the Company owed $15,197 and $7,588 to an officer for expenses paid on behalf of the Company as of May 31, 2014 and February 28, 2014, respectively. The payables do not bear interest.

   
4.

Short-Term Notes Payable

   

On March 31, 2014, the Company accepted a subscription from one non-US investor and issued a promissory note in the amount of $75,000. The promissory note is payable in full at maturity on March 31, 2015, and the principal amount or such portion thereof as shall remain outstanding from time to time accrues simple interest, calculated monthly, at a rate of 7% per annum commencing on the date of the promissory note.

   

Accrued interest on promissory notes payable totaled $85,147 and $76,330 at May 31, 2014 and February 28, 2014, respectively.

   
5.

Discontinued Operations

   

During the period ended February 28, 2014, the Company’s management elected to discontinue the operations of its pharmaceutical business, divest itself of the balance of its pharmaceutical assets and engage in the digital media business. As such, all assets, liabilities and expenses of the pharmaceutical business have been presented as discontinued operations in the consolidated financial statements. A summary of those assets and liabilities as of May 31, 2014 and February 28, 2014 and revenues and expenses as of May 31, 2014 and 2013 is as follows:


    May 31,     February 28,  
    2014     2014  
Assets from Discontinued Operations $  -   $  -  
             
Liabilities from Discontinued Operations            
Accounts payable and accrued liabilities $  109,449   $  109,449  

5



    For the   
    Three Months Ended   
    May 31,   
     2014     2013   
             
Net Revenues $  -   $ -  
             
Expenses            
Cost of goods sold   -     589  
Consulting fees   -     1,388  
Total Expenses   -     (1,977 )
             
Net Loss From Discontinued Operations $  -   $ (1,977 )

6.

Subsequent Events

   

On July 15, 2014, the Company accepted a subscription from one non-US investor and issued a promissory note in the amount of $100,000. The promissory note is payable in full at maturity on March 31, 2015, and the principal amount or such portion thereof as shall remain outstanding from time to time accrues simple interest, calculated monthly, at a rate of 7% per annum commencing on the date of the promissory note.

6


ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include those discussed below and elsewhere in this quarterly report on Form 10-Q.

Liquidity and Capital Resources

Our financial condition at May 31, 2014 and February 28, 2014 for the respective items are summarized below. We have suffered recurring losses from inception. Our ability to meet our financial liabilities and commitments is primarily dependent upon the continued financial support of our directors and shareholders, the continued issuance of equity to new or existing shareholders, and our ability to achieve and maintain profitable operations.

Working Capital Deficit

    May 31,     February 28,  
    2014     2014  
Current Assets $  8,946   $  17,885  
Current Liabilities   1,036,780     970,083  
Working Capital Deficit $  (1,027,834 ) $  (952,198 )

From February 28, 2014 to May 31, 2014, our working capital deficit increased by approximately $75,636, mainly due to the use of $79,100 in cash for operations on a net loss of $93,076, partially offset by proceeds of $75,000 from a short-term note.

Cash Flows

    May 31,     May 31,  
    2014     2013  
Cash used in operating activities $  (79,100 ) $  (37,491 )
Cash used in investing activities   -     (75,000 )
Cash provided by financing activities   75,000     (200,000 )
             
Net decrease in cash and cash equivalents $  (4,100 ) $  (312,491 )

Cash Used in Operating Activities

Our cash used in operating activities for the three months ended May 31, 2014, compared to our cash used in operating activities for the three months ended May 31, 2013, increased $41,609, mainly due to the ramp up of the digital media business.

Cash Used in Provided By Investing Activities

Our cash used by investing activities for the three months ended May 31, 2014 was $0, compared to $75,000 for the three months ended May 31, 2013 from the acquisition of SlickX (now Exley) assets and the capitalization of website development costs.

Cash Provided By Financing Activities

Our cash provided by financing activities for the three months ended May 31, 2014 was $75,000, compared to ($200,000) for the three months ended May 31, 2013, both a result of the issuance of short-term promissory notes.

7


Cash Requirements

We estimate our operating expenses, excluding stock based compensation and amortization expense, and working capital requirements for the next 12 months to be as follows:

Expense  
Amount
 
Bank charges and interest $  5,000  
Filing fees   10,000  
Investor relations   120,000  
Legal and accounting fees   220,000  
Licenses and permits   50,000  
Marketing expense   150,000  
Insurance expense   100,000  
Personnel and consulting expense   500,000  
Transfer agent fees   10,000  
Other general & administrative expense   95,000  
Total $  1,260,000  

Our management does not believe that our current capital resources will be adequate to continue operating our company and maintaining our business strategy for more than 12 months. Accordingly, we will have to raise additional capital in the near future to meet our working capital requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, if and when it is needed, we will be forced to scale down or perhaps even cease the operation of our business.

Results of Operations

Operating Expenses

During the three months ended May 31, 2014, we incurred expenses totaling $84,325 compared with $70,148 for the three months ended May 31, 2013. The increase of $14,177 in operating expenses is attributable to an increase of $17,440 in amortization of capitalized website development costs.

Net Loss

During the three months ended May 31, 2014, we realized net loss from continuing operations of $93,076 compared with a net loss from continuing operations of $79,167 for the three months ended May 31, 2013. The $13,909 increase in net loss is mainly attributable to an increase of $17,440 in amortization of capitalized website development costs.

Going Concern

Our unaudited financial statements and information for the period ended May 31, 2014 have been prepared by our management on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. We have generated limited revenues to date and a net loss of $93,076 for the three months ended May 31, 2014 and a cumulative deficit of $3,417,743 at May 31, 2014. We cannot provide any assurance that we will ultimately achieve profitable operations or become cash flow positive, or raise additional funds through the sale of debt and/or equity.

8


On May 31, 2014, we had cash and cash equivalents of $8,857. On July 15, 2014, we received proceeds of $100,000 from the issuance of a promissory note bearing interest at 7% per annum and due March 31, 2015. Our management does not believe that our current capital resources will be adequate to continue operating our company and maintaining our business strategy for more than 12 months. If we are unable to raise additional capital in the near future, we expect that we will need to curtail operations, liquidate any assets that we might own, seek additional capital on less favorable terms and/or pursue other remedial measures. Our financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.

Future Financing

We will require additional financing to fund our planned operations. We currently do not have committed sources of additional financing and may not be able to obtain additional financing particularly, if the volatile conditions of the stock and financial markets, and more particularly the market for early development stage company stocks persist.

There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, if and when it is needed, we will be forced to further delay or further scale down some or all of our activities or perhaps even cease the operations of the business.

Since inception we have funded our operations primarily through equity and debt financings and we expect that we will continue to fund our operations through the equity and debt financing, either alone or through strategic alliances. If we are able to raise additional financing by issuing equity securities, our existing stockholders’ ownership will be diluted. Obtaining commercial or other loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

There is no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on his, her, or its investment in our common stock. Further, we may continue to be unprofitable.

Off-Balance Sheet Arrangements

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure controls and procedures

We maintain “disclosure controls and procedures”, as that term is defined in Rule 13a-15(e), promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer to allow timely decisions regarding required disclosure.

As required by paragraph (b) of Rules 13a-15 under the Securities Exchange Act of 1934, as amended, our management, with the participation of our principal executive officer and principal financial officer, evaluated our company’s disclosure controls and procedures as of the end of the period covered by this quarterly report on Form 10-Q. Based on that evaluation, our principal executive and financial officer concluded that, as of May 31, 2014, our disclosure controls and procedures were not effective.

9


The ineffectiveness of our disclosure controls and procedures was due to the following material weaknesses which we identified in our internal control over financial reporting: (1) the lack of multiples levels of management review on complex accounting and financial reporting issues, and (2) a lack of adequate segregation of duties and necessary corporate accounting resources in our financial reporting process and accounting function as a result of our limited financial resources to support hiring of personnel and implementation of accounting systems. Until such time as we expand our staff to include additional accounting personnel and hire a full time chief financial officer, it is likely we will continue to report material weaknesses in our internal control over financial reporting.

Changes in internal control over financial reporting

There have been no changes in our internal control over financial reporting during our last fiscal quarter ended May 31, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting,

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDING

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

ITEM 1A. RISK FACTORS

An investment in our common stock involves a number of very significant risks. You should carefully consider the following risks and uncertainties in addition to other information in this report in evaluating our company and its business before purchasing shares of our company’s common stock. Our business, operating results and financial condition could be seriously harmed due to any of the following risks. You could lose all or part of your investment due to any of these risks.

Risks Related to Our Company

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

During the three month period ended May 31, 2014, we generated net loss of $93,076. From inception through May 31, 2014, we incurred an aggregate loss of $3,417,743. We anticipate that we will continue to generate losses and will require additional funding to remain in business. On May 31, 2014, we had cash and cash equivalents of $8,857. In order to fund our anticipated budget for the next 12 months, excluding any development or product acquisition costs, we believe that we will need to raise in excess of $1,260,000. This amount could increase if we encounter difficulties that we cannot anticipate at this time. We have traditionally raised our operating capital from the sale of equity securities and the placement of notes payable, but there can be no assurance that we will continue to be able to do so.

These circumstances raise substantial doubt about our ability to continue as a going concern, as described in the explanatory paragraph to our independent auditors’ report on our financial statements for the year ended February 28, 2014. Although our financial statements raise substantial doubt about our ability to continue as a going concern, they do not reflect any adjustments that might result if we are unable to continue our business. Our financial statements contain additional note disclosure describing the circumstances that lead to this disclosure by our independent auditors.

10


Our substantial debt and other financial obligations could impair our financial condition and our ability to fulfill our debt obligations. Any refinancing of this substantial debt could be at significantly higher interest rates.

At August 31, 2013, we entered into amendments to two previously amended unsecured promissory notes with outstanding principal amounts of $50,000 and $250,000 and originally dated June 15, 2009 and May 2, 2011, respectively. The unsecured promissory notes were due December 31, 2012 and accrued interest at a rate of 12% per annum. Effective September 1, 2013, the maturity date of the notes was extended until June 30, 2014 and the interest rate on the outstanding principal balance has been deceased from twelve percent per annum to seven percent per annum. All other terms of the promissory note remain the same. On September 24, 2013, we received proceeds of $100,000 from the issuance of an unsecured promissory note bearing interest at 7% per annum and due June 30, 2014. On February 13, 2014, we received proceeds of $50,000 from the issuance of a promissory note bearing interest at 7% per annum and due February 28, 2015. On March 31, 2014, we received proceeds of $75,000 from the issuance of a promissory note bearing interest at 7% per annum and due March 31, 2015. On July 15, 2014, we received proceeds of $100,000 from the issuance of a promissory note bearing interest at 7% per annum and due March 31, 2015. Our substantial indebtedness and other current financial obligations and any that we may become a party to in the future could:

  • impair our ability to obtain financing in the future for working capital, capital expenditures, partnerships, acquisitions or general corporate purposes;

  • have a material adverse effect on us if we fail to comply with financial and affirmative and restrictive covenants in debt agreements and an event of default occurs as a result of a failure that is not cured or waived;

  • require us to dedicate a substantial portion of our cash flow for interest payments on our indebtedness and other financial obligations, thereby reducing the availability of our cash flow to fund working capital and capital expenditures;

  • limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; and

  • place us at a competitive disadvantage compared to our competitors that have proportionally less debt.

If we are unable to meet our debt service obligations and other financial obligations, we could be forced to restructure or refinance our indebtedness and other financial transactions, seek additional equity capital or sell our assets. We might then be unable to obtain such financing or capital or sell our assets on satisfactory terms, if at all. Any refinancing of our indebtedness could be at significantly higher interest rates, and/or incur significant transaction fees.

Efforts to expand will place a significant strain on our management, operational, financial and other resources.

Given sufficient capital, we plan to expand our operations by marketing our Exley website, which will place a significant strain on our management, operations, technical performance and financial resources. There can be no assurance that we will be able to manage expansion effectively. Our current and planned personnel, systems, procedures, and controls may not be adequate to support and effectively manage our future operations, especially as we employ personnel in multiple geographic locations. We may not be able to hire, train, retain, motivate, and manage required personnel, which may limit our growth. If any of this were to occur, it could damage our reputation, limit our growth, negatively affect our operating results and harm our business. We do not currently have the required capital to market either of the offerings.

We are an early-stage company with a limited operating history, which may hinder our ability to successfully meet our objectives.

We are an early-stage company with a limited operating history upon which to base an evaluation of our new business. As a result, the revenue and income potential of our new business is unproven. In addition, because of our limited operating history, we have limited insight into trends that may emerge and affect our business. Errors may be made in predicting and reacting to relevant business trends and we will be subject to the risks, uncertainties and difficulties frequently encountered by early-stage companies in evolving markets. We may not be able to successfully address any or all of these risks and uncertainties. Failure to adequately do so could cause our business, results of operations and financial condition to suffer.

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Our development efforts rely on external software engineers.

We will be dependent on outside software engineers to drive our development. If our management is not able to execute on our business plan, it is likely stockholders would lose their entire investment.

Risks Relating to the Social Media Business

We are a social media company in a highly competitive field with high investment costs and high risks.

We are a social media company. We must achieve a certain level of users of our website, Exley before it can be monetized and produce revenue for us. We will have to raise substantial additional capital to drive users to our website and eventually generate revenues and reach profitability, if ever. We will be dependent upon selling advertisements and finding other ways to monetize our users by selling add-on services. For a social application or site to be able to sell advertisements, it must first attract a sufficient number of users to gain the interest of advertisers in buying ads and offering products on the site or the application. It will take time, management effort and capital to attract users to our website. There can be no assurance that any users will come. These timeframes, along with the general state of development create additional uncertainty as to the potential success of our website. The application may not continue to work as we plan and even if it does, there can be no assurance that an economically viable level of users will come, that advertisers will want to advertise or that we can monetize it. Therefore, it will be costly to maintain the application and market it to attract users and advertisers.

We are entering a very crowded social media marketplace where existing competitors have years of experience, are well financed and have the name recognition to draw consumers, none of which we possess.

Our board of directors has determined that the future direction of our company will focus on development of Exley website. This puts our business focus in a very competitive field dominated by several very large and well financed companies such as Facebook, MySpace and Twitter. These companies have established an online presence and community that have become destinations in and of themselves and it will be difficult to make inroads into this space. We will be dependent on a new twist to entry into this space but in the end, all social media sites have similar features and it is likely that if any part of our offering becomes compelling, the competitors will adjust their offerings to be directly competitive with us. This creates substantial uncertainty on our ability to survive in this space or to be able to attract enough users to be able to monetize our site to produce revenues.

The revenue models for our social media business require we first obtain a sufficient number of users of our website before we can sell advertisements or generate other revenue and it will take time to generate such users and to then monetize the site.

We will be dependent on selling advertisements and finding other ways to monetize our users by selling add-on services. For a social media site to be able to sell advertisements, they first must attract a sufficient number of users to gain the interest of advertisers in buying ads on the sites. It will take time and money to bring users to our site and there is no assurance any users will come. These time frames along with the general state of development create additional uncertainty as to the potential success of our company. The site may not work as we plan and even if they do there can be no assurance any users will come, that advertisers will want to advertise or that we can monetize them. Additionally, it will be costly to maintain the offerings and market them to attract users.

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The security risks or perception of risks of using social media websites may discourage users from using our website.

We and other market participants must be able to transmit confidential information securely over public networks. Third parties may have the technology or know-how to breach the security of user data. Any breach could cause users to lose confidence in the security of our website and choose not use our site.

We cannot assure you that advances in computer capabilities, new discoveries in the field of cryptography or other events or developments will not result in a compromise or breach of the algorithms that we will use to protect user data. If any such compromise of our security were to occur, it could harm our reputation, business, prospects, financial condition and results of operations. A party who is able to circumvent our security measures could misappropriate information or cause interruptions in our operations. We may be required to expend significant capital and other resources to protect against such security breaches or to alleviate problems caused by such breaches. We cannot assure you that our security measures will prevent security breaches or that failure to prevent such security breaches will not harm our business, prospects, financial condition and results of operations.

We may be liable if third parties misappropriate our users’ personal information.

If third parties are able to penetrate our network security or otherwise misappropriate our users’ personal information, or if we give third parties improper access to our users’ personal information, we could be subject to liability. This liability could include claims for impersonation or other similar fraud claims. This liability could also include claims for other misuses of personal information, including unauthorized marketing purposes. These claims could result in litigation. Liability for misappropriation of this information could adversely affect our business. In addition, the Federal Trade Commission and state agencies have been investigating various Internet companies regarding their use of personal information. We could incur additional expenses if new regulations regarding the use of personal information are introduced or if government agencies investigate our privacy practices.

System and online security failures could harm our business and operating results.

Our services will depend on the efficient and uninterrupted operation of our computer and communications hardware systems. Our systems and operations will be vulnerable to damage or interruption from a number of sources, including fire, flood, power loss, telecommunications failure, break-ins, earthquakes and similar events. Our Internet host provider does not guarantee that our Internet access will be uninterrupted, error-free or secure. Our servers are also vulnerable to computer viruses, physical, electrical or electronic break-ins and similar disruptions. Any substantial interruptions could result in the loss of data and could completely impair our ability to generate revenues from our service. We do not presently have a full disaster recovery plan in effect to cover the loss of all facilities and equipment.

We currently do not have any patents associated with our Exley website and if we are not able to develop intellectual property protection around our product offering, we may not be able to prevent competitors from recreating our product offering.

Other than certain unregistered trademarks, we do not have any intellectual property protection on the features and software behind our Exley website. We are planning to develop our website and intend to protect its contents by registering for appropriate copyright and trademark protection where our management deems such registration necessary or beneficial, but there is no assurance that we will be able to obtain such protection. We have not conducted any independent searches or other inquiry into patents or other intellectual property which may be owned by others and which may constrain our business plan, nor have we received independent opinions of counsel on such matters.

If we do not respond to rapid technological changes, our services could become obsolete and we could lose users.

To remain competitive, we will need to continually enhance and improve the functionality and features of our social media website. We may face material delays in introducing new services, products and enhancements. If this happens, our users may forgo the use of our website and use those of our competitors. The Internet and the social media industry are rapidly changing. If competitors introduce new products and services using new technologies or if new industry standards and practices emerge, our existing website and our technology and systems may become obsolete. Our failure to respond to technological change or to adequately maintain, upgrade and develop our computer network and the systems used to process users’ uses of our website could harm our business, prospects, financial condition and results of operations.

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Existing or future government regulation could harm our business, results of operation and financial condition.

We are subject to the same federal, state and local laws as other companies conducting business on the Internet. Today there are relatively few laws specifically directed towards conducting business on the Internet. However, due to the increasing popularity and use of the Internet, many laws and regulations relating to the Internet are being debated at the state and federal levels. These laws and regulations could cover issues such as user privacy, freedom of expression, pricing, fraud, quality of products and services, taxation, advertising, intellectual property rights and information security. Applicability to the Internet of existing laws governing issues such as property ownership, copyrights and other intellectual property issues, taxation, libel, obscenity and personal privacy could also harm our business. For example, United States and foreign laws regulate our ability to use user information and to develop, buy and sell mailing lists. The vast majority of these laws were adopted prior to the advent of the Internet and do not contemplate or address the unique issues raised thereby. Those laws that do reference the Internet are only beginning to be interpreted by the courts and their applicability and reach are therefore uncertain. These current and future laws and regulations could harm our business, results of operation and financial condition.

The content of our website could expose us to various kinds of liability, which, if prosecuted successfully, could negatively impact our business.

We will face potential liability for negligence, copyright infringement, patent infringement, trademark infringement, defamation, and/or other claims based on the nature and content of the materials our user’s post. Various claims have been brought, and sometimes successfully prosecuted, against Internet content distributors. We could be exposed to liability with respect to the unauthorized duplication of content or unauthorized use of other parties’ proprietary technology. Any imposition of liability that is not covered by insurance, or is in excess of insurance coverage, could materially adversely affect our financial condition and results of operations. Any claim of infringement, with or without merit, could be time consuming, result in costly litigation or require us to enter into royalty or licensing agreements. Such royalty or licensing agreements might not be available on terms acceptable to us, or at all. As a result, any such claim of infringement against us could have a material adverse effect upon our business, financial condition, results of operations and cash flows.

Risks Relating to Our Common Stock

If we issue additional shares in the future, it will result in the dilution of our existing shareholders.

Our articles of incorporation authorize the issuance of up to 450,000,000 shares of common stock with a par value of $0.0001 per share. Our board of directors may choose to issue some or all of such shares to acquire one or more products and to fund our overhead and general operating requirements. The issuance of any such shares will reduce the book value per share and may contribute to a reduction in the market price of the outstanding shares of our common stock. If we issue any such additional shares, such issuance will reduce the proportionate ownership and voting power of all current shareholders. Further, such issuance may result in a change of control of our corporation.

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Trading of our stock is restricted by the Securities Exchange Commission’s penny stock regulations, which may limit a stockholder’s ability to buy and sell our common stock.

The Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission, which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

FINRA sales practice requirements may also limit a stockholder’s ability to buy and sell our stock.

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

Our common stock is illiquid and the price of our common stock may be negatively impacted by factors which are unrelated to our operations.

Although our common stock is currently listed for quotation on the OTCQB operated by the OTC Markets Group, trading through the OTCQB is frequently thin and highly volatile. There is no assurance that a sufficient market will develop in our stock, in which case it could be difficult for shareholders to sell their stock. The market price of our common stock could fluctuate substantially due to a variety of factors, including market perception of our ability to achieve our planned growth, quarterly operating results of our competitors, trading volume in our common stock, changes in general conditions in the economy and the financial markets or other developments affecting our competitors or us. In addition, the stock market is subject to extreme price and volume fluctuations. This volatility has had a significant effect on the market price of securities issued by many companies for reasons unrelated to their operating performance and could have the same effect on our common stock.

We do not intend to pay dividends on any investment in the shares of stock of our company.

We have never paid any cash dividends and currently do not intend to pay any dividends for the foreseeable future. Because we do not intend to declare dividends, any gain on an investment in our company will need to come through an increase in the stock’s price. This may never happen and investors may lose all of their investment in our company.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

At August 31, 2013, we entered into amendments to two previously amended unsecured promissory notes with outstanding principal amounts of $50,000 and $250,000 and originally dated June 15, 2009 and May 2, 2011, respectively. The unsecured promissory notes were due December 31, 2012 and accrued interest at a rate of 12% per annum. Effective September 1, 2013, the maturity date of the notes was extended until June 30, 2014 and the interest rate on the outstanding principal balance has been deceased from twelve percent per annum to seven percent per annum. All other terms of the promissory note remain the same. On September 24, 2013, we received proceeds of $100,000 from the issuance of an unsecured promissory note bearing interest at 7% per annum and due June 30, 2014. We are currently in discussion to extend the maturity date of these promissory notes and amend other terms.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

On July 15, 2014, we accepted a subscription from one non-US investor and issued a promissory note in the amount of $100,000. The promissory note is payable in full at maturity on March 31, 2015, and the principal amount or such portion thereof as shall remain outstanding from time to time accrues simple interest, calculated monthly, at a rate of 7% per annum commencing on the date of the promissory note.

ITEM 6. EXHIBITS

Exhibits required by Item 601 of Regulation S-K:

No.

Description

3.1

Articles of Incorporation (attached as an exhibit to our registration statement on Form 10-SB filed on September 8, 2006)

3.2

Certificate of Change (attached as an exhibit to our current report on Form 8-K filed on September 15, 2008)

3.3

Articles of Merger (attached as an exhibit to our current report on Form 8-K filed on December 28, 2010)

3.4

Certificate of Change dated effective August 7, 2013 (attached as an exhibit to our current report on Form 8-K filed on August 8, 2013)

3.5

Articles of Merger dated effective August 7, 2013 (attached as an exhibit to our current report on Form 8-K filed on August 8, 2013)

3.6

Amended and Restated Bylaws (attached as an exhibit to our current report on Form 8-K filed on November 1, 2013)

10.1

Form of promissory note dated June 15, 2009 (attached as an exhibit to our quarterly report on Form 10-Q filed on June 16, 2009)

10.2

Form of Promissory Note dated July 26, 2010 (attached as an exhibit to our current report on Form 8-K filed on July 29, 2010)

10.3

Form of Promissory Note dated September 16, 2010 (attached as an exhibit to our current report on Form 8-K filed on September 28, 2010)

10.4

2011 Stock Option Plan (attached as an exhibit to our current report on Form 8-K filed on February 22, 2011)

10.5

Form of Promissory Note Amendment dated May 18, 2011 (attached as an exhibit to our current report on Form 8- K filed on May 18, 2011)

10.6

Form of Promissory Note Amendment dated May 23, 2011 (attached as an exhibit to our current report on Form 8- K filed on May 23, 2011)

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No.

Description

10.7

Form of $50,000 Promissory Note Amendment dated April 19, 2012 (attached as an exhibit to our annual report on Form 10-K filed on May 18, 2012)

10.8

Form of $250,000 Promissory Note Amendment dated April 19, 2012 (attached as an exhibit to our annual report on Form 10-K filed on May 18, 2012)

10.9

Termination Agreement dated June 27, 2012 with Apricus Biosciences, Inc. (attached as an exhibit to our current report on Form 8-K filed on June 28, 2012)

10.10

Form of $200,000 Promissory Note Amendment dated July 25, 2012 (attached as an exhibit to our current report on Form 8-K filed on July 27, 2012)

10.11

Form of $50,000 Promissory Note Amendment dated July 25, 2012 (attached as an exhibit to our current report on Form 8-K filed on July 31, 2012)

10.12

Form of $250,000 Promissory Note Amendment dated July 25, 2012 (attached as an exhibit to our current report on Form 8-K filed on July 31, 2012)

10.13

Business Development/Advisory Services Agreement dated March 8, 2013 with Phys Pharma LLC (attached as an exhibit to our annual report on Form 10-K filed on June 28, 2013)

10.14

Web Site Asset Purchase Agreement dated May 17, 2013 between Lakefield Media Holding AG, Flawsome XLerator GmBH and Pediatrix Inc. (attached as an exhibit to our annual report on Form 10-K filed on June 28, 2013)

10.15

Consulting Agreement dated May 29, 2013 with Flawsome XLerator GmBH (attached as an exhibit to our annual report on Form 10-K filed on June 28, 2013)

10.16

Form of Private Placement Subscription Agreement including Form of Promissory Note (attached as an exhibit to our current report on Form 8-K filed on September 26, 2013)

10.17

Form of Promissory Note Amendment dated August 31, 2013 (attached as an exhibit to our current report on Form 8-K filed on September 26, 2013)

10.18

Form of Promissory Note Amendment dated August 31, 2013 (attached as an exhibit to our current report on Form 8-K filed on September 26, 2013)

10.19

Form of Private Placement Subscription Agreement (attached as an exhibit to our current report on Form 8-K filed on December 2, 2013)

10.20

Form of Warrant Certificate (attached as an exhibit to our current report on Form 8-K filed on December 2, 2013)

10.21

Form of subscription agreement with promissory note attached (attached as an exhibit to our current report on Form 8-K filed on February 18, 2014)

10.22

Form of subscription agreement with promissory note attached (attached as an exhibit to our current report on Form 8-K filed on April 4, 2014)

10.23*

Form of subscription agreement with promissory note attached

21.1

Subsidiary of Quint Media Inc.: Exley Media Inc., a Nevada corporation

31.1*

Certification of Constantin Dietrich Pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002

32.1*

Certification of Constantin Dietrich Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002

101.INS*

XBRL INSTANCE DOCUMENT

101.SCH*

XBRL TAXONOMY EXTENSION SCHEMA

101.CAL*

XBRL TAXONOMY EXTENSION CALCULATION LINKBASE

101.DEF*

XBRL TAXONOMY EXTENSION DEFINITION LINKBASE

101.LAB*

XBRL TAXONOMY EXTENSION LABEL LINKBASE

101.PRE*

XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

* Filed herewith.

17


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

QUINT MEDIA INC.

 

/s/ Constantin Dietrich                                           
Constantin Dietrich
President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
Date: July 21, 2014

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