UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

Myriad Interactive Media, Inc.

(Exact name of registrant as specified in its charter)

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

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

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

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

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:  138,309,752 as of November 19, 2014.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q.  In the opinion of management, all adjustments considered necessary for a fair presentation have been included.  Operating results for the interim period ended September 30, 2014are not necessarily indicative of the results that can be expected for the full year.

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

Description of Business

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

History

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

Basis of Presentation

The accompanying interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Form 10-K filed with the SEC as of and for the year ended June 30, 2014. In the opinion of management, all adjustments necessary in order for the financial statements to be not misleading have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results expected for the full year. The Company has adopted a June 30 year end.

Foreign Currency Translation

The functional currency of the Company is the U.S. Dollar. Accordingly, assets and liabilities of the subsidiary are translated into U.S. dollars at period-end exchange rates. Revenues and expenses are translated at the average exchange rates in effect for the period. The resulting translation gains or losses are recorded as a component of accumulated other comprehensive income in the consolidated statement of stockholders’ equity. For the periods ended September 30, 2014 and 2013, the Company recognized a gain or (loss) on translation adjustment in the amount of $1,484 and $3,620, respectively.

Comprehensive Loss

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

Use of Estimates

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

Cash and Cash Equivalents

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

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

Property and Equipment

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

Concentration of Risk

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

Fair Value for Financial Assets and Financial Liabilities

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification (“ASC”) for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB ASC (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in U.S. GAAP, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1 - Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2  - Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3 - Pricing inputs that are generally observable inputs and not corroborated by market data.

The carrying amounts of the Company’s financial assets and liabilities, such as cash and accounts payable approximate their fair values because of the short maturity of these instruments.

The company does not have assets and liabilities that are carried at fair value on a recurring basis.

Revenue Recognition

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

Advertising Costs

The Company expenses all costs of advertising as incurred.  There were $-0- and $1,056 of advertising costs incurred during the three months ended September 30, 2014 and 2013, respectively.

Share-Based Compensation

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

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

Earnings (loss) per Share

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

Income Taxes

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

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

Intangible Assets

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

Accounts Receivable

The Company establishes provisions for losses on accounts receivable if it determines that it will not collect all or part of the outstanding balance. The Company regularly reviews collectability and establishes or adjusts the allowance as necessary using the specific identification method. At September 30, 2014 and June 30, 2014, no allowance for doubtful accounts was needed.

Reclassification

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

Recent Accounting Pronouncements

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

NOTE 2 – PREPAID EXPENSES

On July 31, 2013, the Company granted Preferred A Stock to an officer that was contingent on the officer’s continued employment for an additional two (2) years. This resulted in a total value of $13,000, of which $7,715 has been amortized as of September 30, 2014 leaving a balance of $5,285 remaining as a prepaid expense. 

On August 18, 2014, the Company issued 2,000,000 shares of its common stock for services of which $6,645 was prepaid at September 30, 2014.

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NOTE 3 - GOING CONCERN

The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and has negative working capital. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

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

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

NOTE 4 – RELATED PARTY TRANSACTIONS

An officer of the Company receives $8,000 a month for consulting fees until otherwise modified or cancelled by further action of the board. The Company has a balance due to the officer for consulting services of $13,000 and $0 as of September 30, 2104 and June 30, 2014, respectively.

A related party loaned the Company $2,000 and $3,000 on July 23, 2014 and July 28, 2014, respectively. Each loan is due one year after the issue date and accrues interest at 12% per annum.

See Note 2 for the issuance of Preferred A stock to an officer of the Company and Note 10 for issuance of stock options.

NOTE 5 – PROPERTY AND EQUIPMENT

The Company’s property and equipment are comprised of the following on September 30, 2014 and June 30, 2014:

Depreciation expense for the three months ended September 30, 2014 and 2013 was $409 and $409, respectively.

NOTE 6 – INTANGIBLE ASSETS

The Company has capitalized internally developed computer software costs and costs to acquire computer software from a third party as intangible assets related to the Mingle software. The agreement, mentioned in Note 8, calls for a promissory note in the amount of CAD $175,000 and stock in the amount of $75,000. The total value of the purchased asset was valued as of the date of purchase at $252,951. The Company also incurred additional internally developed computer software costs of $38,796.  In 2014 the Company determined that this asset was impaired by $122,371.  The Company has determined a 4 year useful life for its computer software.

During the year ending June 30, 2014, the Company has capitalized internally developed computer software costs and costs to acquire computer software from a third party as intangible assets related to the Mymobipoints software.  The total value of the purchased asset was valued as of the date of purchase at $48,750. The Company also incurred additional internally developed computer software costs of $21,881.  The Company has determined a 4 year useful life for this computer software.

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NOTE 6 – INTANGIBLE ASSETS (Continued)

During the year ending June 30, 2014 the Company has capitalized costs of 100% internally developed software applications: BTCTickers, CryptoCafe, Vapor.  In addition, the Company acquired the software related to the Gravity 4 application.  The Company has determined a 4 year useful life for BTCTickers and CryptoCafe, however, the Vapor software is not operable at this time and thus not amortizable. During the three months ended September 30, 2014, the Company sold 75% of CryptoCafe for its net book value of $12,000. 

The Company’s intangible assets are comprised of the following on September 30, 2014 and June 30, 2014:

Total amortization expense for the three months ended September 30, 2014 and 2013 were $13,226 and $20,839, respectively.

NOTE 7 – CONVERTIBLE NOTES PAYABLE

As of September 30, 2014 and June 30, 2014, respectively, the Company had an outstanding balance, net of the debt discount of $27,500 and $23,550. As of September 30, 2014 and June 30, 2014, the total outstanding accrued interest on the convertible notes payable was $207 and $138, respectively.

On January 13, 2014, the Company issued a convertible promissory note in the amount of $55,000. The note is due on July 13, 2014 and bears interest at 1% per annum. The loan becomes convertible immediately after the issuance date of the note. The loan and any accrued interest can then be converted into shares of the Company’s common stock at a rate of 65% within 30 days of the note date; 70% within 60 days of the note date; 75% within 180 days of the note date, or 80% thereafter, multiplied by the average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date. During the year ended June 30, 2014, the Company converted $27,500 of the balance into 2,208,126 shares of common stock.  As of September 30, 2014, the note is currently in default.

NOTE 8– DERIVATIVE LIABILITY

On January 13, 2014, the Company issued a convertible promissory note in the amount of $55,000.  The loan becomes convertible immediately upon signing into shares of the Company’s common stock at a stock at a rate of 65% within 30 days of the note date; 70% within 60 days of the note date; 75% within 180 days of the note date, or 80% thereafter, multiplied by the average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date.

The Company uses the Black-Scholes option pricing model to value the derivative liability.  Included in the model to value the derivative liabilities of the above loans are the following assumptions: stock price at valuation date of $0.0116 - $0.0097, exercise price of $0.0116 - $0.0066, dividend yield of zero, years to maturity of 0.5, a risk free rate of 0.10% - 0.10%, and annualized volatility of 273% - 298%. Once the loan is fully converted, the remaining derivative liability is reclassified to equity as additional paid-in capital.

The Company’s management assesses the fair market value of the derivative at each reporting period and recognizes any change in the fair market value as another income or expense item.  The Company’s only asset or liability measured at fair value on a recurring basis is its derivative liability associated with the above convertible debt.  At September 30, 2014, the Company revalued the remaining convertible note balance and has recorded a derivative liability of $30,671.

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NOTE 9 – CAPITAL STOCK TRANSACTIONS

Preferred stock

The authorized preferred stock is 10,000,000 shares with a par value of $0.001. As of June 30, 2014 and June 30, 2013, the Company has 2,000,000 and 2,000,000 shares of preferred stock issued or outstanding, respectively.

Common stock

The authorized common stock is 500,000,000 shares with a par value of $0.001. As of September 30, 2014 and June 30, 2014, 142,309,752 and 138,309,752 shares were issued and outstanding, respectively.

During the three months ended September 30, 2014, the Company issued 4,000,000 shares of common stock for services valued at $21,960, to settle accounts payable in the amount of $5,583 and for prepaid expenses of $6,645. A loss on the issuance of the stock was recognized in the amount of $5,812.

NOTE 10 – STOCK OPTIONS AND WARRANTS

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

On July 24, 2013, the Company issued 3,00,000 options for services to an officer. These options have a two year life

and an exercise price of $0.005 and were valued using the Black-Scholes model at a total of $20,058. The Company

calculated a relative fair value for these options based on a volatility of 273%, a risk-free interest rate of .34% and a

stock price on the date of issuance of $0.007. On January 13, 2014, 2,000,000 of these options were exercised on a

cashless option for a total of 1,729,730 shares of common stock leaving a balance of 1,000,000 options outstanding as of September 30, 2014.

On August 14, 2013 the Company granted stock options for 1,000,000 shares of common stock to a consultant for professional fees.  The Company calculated a relative fair value for these options of $14,494, based on a volatility of 279%, a risk-free interest rate of .36% and a stock price on the date of issuance of $0.0149.  These options had an expiration date of August 14, 2015, however, they were fully exercised on August 22, 2013.

Changes in stock options as of September 30, 2014 and June 30, 2014 are as follows:

There were not any stock purchase warrants outstanding at September 30, 2014 and June 30, 2014.

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NOTE 11 – FOREIGN CURRENCY TRANSLATION

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

During the three months ended September 30, 2014 and 2013, the Company recognized other comprehensive incomeof $1,484 and $3,620, respectively.

NOTE 14 – INCOME TAXES

For the three months ended September 30, 2014, the Company has incurred a net loss of approximately $86,960 and, therefore, has no tax liability.  The net deferred tax asset generated by the loss carry-forward has been fully reserved.  The cumulative net operating loss carry-forward is approximately $13,207,953 at September 30, 2014, and will expire beginning in the year 2029.

The provision for Federal income tax consists of the following for the three months ended September 30, 2014 and 2013:

The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows as of September 30, 2014 and June 30, 2014:

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $13,207,953 for Federal income tax reporting purposes are subject to annual limitations.  Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.

NOTE 15 – SUBSEQUENT EVENTS

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to September 30, 2014 through the date these financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements other than the events described above.

On October 6, 2014, the Company sold the remaining 25% interest in CryptoCafe.com for $4,000.

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

Forward-Looking Statements

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

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

Description of Business

We are a Delaware corporation formed on July 13, 1999.  Our principal executive offices are located at 7 Ingram Drive, Suite 128, Toronto, Ontario, Canada M6M 2L7.  Our telephone number is 1-800-427-1103.  On July 6, 2011, we changed our name to Myriad Interactive Media, Inc.  We are currently focused on building in house applications and technologies that the company wholly owns and can drive revenue streams from.

Mingle Suite Application

On September 19, 2012, we entered into an Agreement with Kalim Kahn to acquire all rights to a social media software application known as “The Mingle Suite Application.”  The closing date on the acquisition was October 1, 2012.  The Mingle Suite Application is a unique social media application that combines popular social media networks like Facebook, Twitter, Google+ and YouTube into one place. This will allow for seamless integration and ease of use for corporate clients looking for both an all-in-one solution for social media management, and a unique search engine optimization tool equipped with sophisticated analytics. The application was developed over a year ago, and it is comparable to other popular social media platforms like HootSuite, Vitrue, Buddy Media & Radian6.

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

• Issuance of 5,000,000 shares of our common stock, to be valued at $75,000; and
• Issuance of a Promissory Note in the amount of $175,000, payable on or before October 1, 2014. 

Our obligation to repay the Note in full was conditional upon the seller generating a minimum of $500,000 in sales of the Mingle Suite Application on or before the due date of October 1, 2014.  The seller has subsequently released us of all obligation under the Note.

MyMobiPoints.com

We have successfully developed a mobile technology that allows users to share uploaded social content to their social media networks in exchange for receiving loyalty points. These loyalty points are redeemable within the app and utilized towards goods and services that are sold by the end-client. The enterprise style application is a mobile application that is custom brandable for small-to-medium-sized enterprises and offers a wide array of mobile features. As a compliment to this technology, we acquired a back-end technology from Brazo River Technologies, Inc. that tracks social engagement and utilizes various social media application programming interfaces (API’s). We felt it was much more cost effective to acquire this technology and re-integrate it than build it from scratch.  As part of the acquisition from Brazo River, we acquired the “MyMobiPoints.com” brand name.

We paid a finder’s fee to Ticker Logix, Inc. in connection with this transaction. Ticker Logix is our biggest client and previously Mr. Ivany sat on the board to ensure that we were protected in regard our original development contract. After Myriad successfully developed the technologies for Ticker Logix, Mr. Ivany resigned, as Myriad’s accounts payable were received.

CryptoCafe.com

On February 24, 2014, we launched a website platform called CryptoCafe which is a new and used marketplace to sell items in exchange for Bitcoins. We built a proprietary escrow system to allow users to securely complete transactions and rate feedback. On March 24, 2014, we began re-development of the website and new back-end integration allowing for alternative cryptocoin coin integrations.  On April 14, 2014 we successfully launched the new version of CryptoCafe, which includes the acceptance of Dogecoin, another popular crypto-coin.

BTCTickers.com

On March 4, 2014 we launched a web platform to track publicly traded companies that are in the Bitcoin space called the Bitcoin Stock Index.  This website calculates the respected values of each company traded in the USA that is primarily focused on bitcoin or cryptocoin related developments. The company values are weighed into a basket and displayed as one total price representing the index value. The website also serves as a marketing platform to further promote our other business ventures and to derive advertising revenue.

Myriad-Knizia Games

On April 16, 2014, we announced a partnership with Dr. Reiner Knizia, a world famous game designer from Germany. We are currently working on development of a mobile game that has previously been invented by Dr. Knizia. We have signed a contract for the rights to this game and will pay Knizia Games royalties on future sales.  As compensation to Dr. Knizia, we issued 500,000 shares of common stock. In addition, Dr. Knizia will receive royalties equal to 2/7 of any net sales revenue from the game.

Ebola Tracking System

On October 6, 2014 we entered into the first phase of a design and development agreement with Mouse, LLC to create a state of the art ebola tracking app. The app will provide alerts to its users that shows proximity threats to their location based of the mobile devices’ GPS. The initial agreement focuses on just the graphical design component of the project. We have initiated the design and are near completion on it. Myriad and Mouse will be entering into a final agreement that will focus on the development and launch of the app. Initially, the app will be launched for the iOS platform for iPhone and iPad devices.

Results of operations for the three months ended September 30, 2014 and 2013.

During the three months ended September 30, 2014, we earned revenue of $20,100. We incurred operating expenses in the amount of $80,288 for the three months ended September 30, 2014, consisting of professional fees in the amount of $30,240, general and administrative expenses of $14,453, depreciation and amortization of $13,635 and stock-based compensation of $21,960. In addition, we incurred interest expense of $177, an amortization of debt discount expense of $3,950, a change in the fair value of derivative liability of $16,833 and a loss on stock issuance of $5,812, leading to a loss of $86,960 and a loss on foreign currency adjustment of $1,484. As a result, we incurred a comprehensive net loss of $85,476 for the three months ended September 30, 2014.  By comparison, for the three months ended September 30, 2013, we earned revenue of $18,865.  We incurred operating expenses of $111,402 during the three months ended September 30, 2013, consisting of professional fees in the amount of $66,193, general and administrative expenses of $23,961, and depreciation and amortization of $21,248.  We incurred a net comprehensive loss of $92,943 during the three months ended September 30, 2013.

Liquidity and Capital Resources

As of September 30, 2014, we had total current assets of $27,512, consisting of cash in the amount of $10,067, advance of royalties in the amount of $5,515, prepaid expenses in the amount of $11,930, and $-0- in accounts receivable.  As September 30, 2014, we had current liabilities of $162,667, consisting of accounts payable and accrued expenses in the amount of $86,496, a payable due to a shareholder in the amount of $13,000, convertible debt of $27,500, notes payable of $5,000, and a derivative liability of $30,671.  Accordingly, we had a working capital deficit of $135,155 as of September 30, 2014.  We have not attained profitable operations and are dependent upon obtaining financing to pursue significant development and expansion of our planned search engine and social media marketing business.  We will need to raise approximately $250,000 in new capital in the short-term to put together a working environment for our team to assemble together for efficient production and growth.  Although we are engaged in efforts to raise additional equity capital, we currently do not have any firm arrangements for the required equity financing and we may not be able to obtain such financing when required, in the amount necessary, or on terms that are financially feasible.

Off Balance Sheet Arrangements

As of September 30, 2014, there were no off balance sheet arrangements. 

Going Concern

We have not attained profitable operations and are dependent upon obtaining financing to pursue significant business development activities. We have a cumulative deficit of $13,207,953 since our inception and require capital for our contemplated operational and marketing activities to take place. Our ability to raise additional capital through the future issuances of the common stock is unknown. The obtainment of additional financing, the successful development of our contemplated plan of operations, and our transition, ultimately, to the attainment of profitable operations are necessary for us to continue operations.  For these reasons, our auditors stated in their report that they have substantial doubt we will be able to continue as a going concern.

Critical Accounting Policies

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

Item 3. Quantitative and Qualitative Disclosures about Market Risk

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

Item 4. Controls and Procedures

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of September 30, 2014.  This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, Derek Ivany.  Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2014, our disclosure controls and procedures are not effective.  There have been no changes in our internal controls over financial reporting during the quarter ended September 30, 2014.

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

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

Limitations on the Effectiveness of Internal Controls

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

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A: Risk Factors

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

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

None

Item 3. Defaults upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

SIGNATURES

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