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 January 31, 2015

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: 000-54718

New Media Insight Group, Inc.
(Exact name of registrant as specified in its charter)

28202 N. 58^thStreet
Cave Creek, AZ 85331
(Address of principal executive offices)

(480) 275-2294
(Registrant’s telephone number, including area code)

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 (Check one).

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

As of March 16, 2015 there were 29,768,750 shares of the issuer’s common stock, par value $0.001, outstanding.

NEW MEDIA INSIGHT GROUP, INC.

FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JANUARY 31, 2015

TABLE OF CONTENTS

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PART I – FINANCIAL INFORMATION

The accompanying unaudited 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 our company's Form 10-K filed with the SEC on July 25, 2014. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year ended April 30, 2015.

INDEX TO INTERIM FINANCIAL STATEMENTS

FOR THE PERIOD ENDED JANUARY 31, 2015

(UNAUDITED)

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New Media Insight Group, Inc.
Balance Sheets

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

4

New Media Insight Group, Inc.
Interim Statements of Operations
(Unaudited)

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

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New Media Insight Group, Inc.
Interim Statements of Changes in Stockholders’ Equity (Deficit)
For the Period from April 30, 2013 to January 31, 2015

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

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New Media Insight Group, Inc.
Interim Statements of Cash Flows

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

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New Media Insight Group, Inc.
Notes to Interim Financial Statements
January 31, 2015
(Unaudited)

New Media Insight Group, Inc. (the “Company”) was incorporated on March 29, 2010 in the State of Nevada, U.S.A. Our fiscal year end is April 30. Our administrative offices are located in Cave Creek, AZ.

The Company is a development stage company and operates as an internet marketing business providing clients with the latest in new media and mobile / smart phone advertising solutions. The Company is continuing to pursue and expand upon the same business however, it is in the process of significantly enhancing its product and service offering and is developing new and proprietary technology in the area of mobile payments and online monetization. The Company will specialize in developing mobile marketing, loyalty, and communication solutions. The Company’s mission is to help local merchants connect, communicate and transact with their customers in a more effective way.

The Company has devoted substantially all of its efforts to raising capital, planning and implementing the principal operations. The Company may continue to incur significant operating losses and to generate negative cash flow from operating activities. The Company's ability to eliminate operating losses and to generate positive cash flow from operations in the future will depend upon a variety of factors, many of which it is unable to control.

Interim Financial Statements

The interim financial information referred to above has been prepared and presented in conformity with accounting principles generally accepted in the United States applicable to interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. The interim financial information has been prepared on a basis consistent with prior interim periods and years and includes all disclosures that are necessary and required by applicable laws and regulations.

The unaudited financial statement and notes are presented in accordance with accounting principles generally accepted in the United States of America (GAAP). These interim financial statements include all adjustments that, in the opinion of management, are necessary in order to make the financial statements not misleading.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s periodic filings with the Securities and Exchange Commission include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company. 

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Cash and Cash Equivalents

Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had $4,293 and $210,099 in cash and cash equivalents at January 31, 2015 and April 30, 2014, respectively.

Start-Up Costs

In accordance with ASC 720, “Start-up Costs”, the Company expenses all costs incurred in connection with the start-up and organization of the Company.

Net Income or (Loss) Per Share of Common Stock

The Company has adopted ASC 260, “Earnings per Share,” (“EPS”) which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.

The following table sets forth the computation of basic and diluted earnings per share:

Basic income (loss) per share is calculated by dividing the Company’s net income (loss) applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. The options and warrants are antidultive. Under the treasury stock method, the exercise price of an award, if any, the amount of compensation cost, if any, for future service that the Company has not yet recognized, and the estimated tax benefits that would be recorded in paid-in capital, if any, when an award is settled are assumed to be used to repurchase shares in the current period. All options and warrants still outstanding at the end of the period were anti-dilutive and not included in the weighted average share calculation.

Concentrations of Credit Risk

The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables it will likely incur in the near future. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.

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Accounts Receivable

Accounts receivable consist of charges for service provided to customers. An allowance for doubtful accounts is considered to be established for any amounts that may not be recoverable, which is based on an analysis of the Company’s customer credit worthiness, and current economic trends. Based on management’s review of accounts receivable, no allowance for doubtful accounts was considered necessary. Receivables are determined to be past due, based on payment terms of original invoices. The Company does not typically charge interest on past due receivables.

Sales and Advertising

The costs of sales and advertising are expensed as incurred. Sales and advertising expense was $67,327 and $18,070 for the Nine months ended January 31, 2015 and 2014, respectively.

Revenue Recognition

The Company recognizes revenue from the sale of services in accordance with ASC 605, “Revenue Recognition.” Revenue consists of internet marketing services; focusing on website design, search engine optimization, and viral social media marketing. Sales income is recognized only when all of the following criteria have been met:

Recent Accounting Pronouncements

The ASU pronouncement 2014-10 (Development Stage) which eliminates certain financial reporting requirements has been adopted.
ASU 2014-15 pronouncement (going concern) changes the definition of going concern from the date of the financial statements to the date the financial statements are issued.
The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s consolidated financial statements.

Authorized Stock

The Company has authorized 850,000,000 common shares and 25,000,000 preferred shares, both with a par value of $0.001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

Share Issuance

On March 11, 2014, the Company filed a certificate of amendment (the “Amendment”) to its Certificate of Incorporation with the Secretary of State of the State of Nevada in order to effectuate a two (2) for one (1) reverse split of the Company’s shares of common stock, par value $0.001 per share (“Reverse Split”) and (ii)decrease the number of authorized shares of capital stock of the Company to 850,000,000 shares of common stock, par value $0.001 per share. The certificate of Change has an effective date of March 24, 2014

On February 24, 2014, holders of a majority of the voting power of the outstanding capital stock of the Company authorized the Actions. As a result of the reverse stock split, every two shares of the Company’s pre-reverse split common stock will be combined and reclassified into one share of the Company’s common stock. No fractional shares of common stock will be issued as a result of the reverse stock split. Stockholders who otherwise would be entitled to a fractional share shall receive the next higher number of whole shares.

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These amendments have been reviewed by the Financial Industry Regulatory Authority (“FINRA”) and have been approved for filing with an effective date of April 7, 2014.

The reverse split became effective with the Over-the-Counter Bulletin Board at the opening of trading on April 7, 2014. Our trading symbol is "NMED". Our new CUSIP number is 64704U 306.

Since inception (March 29, 2010), the Company has issued 17,000,000 common shares at $0.0006 per share for $10,000 in cash, and 12,218,750 common shares at $0.005 per share for $57,500 in cash.

Effective May 16, 2013, we entered into a private placement agreement with one person for the issuance of 550,000 common shares at a purchase price of $1.00 per share, for $550,000 in cash, for total proceeds of $617,500. The total value of common stock is $29,769 and Capital in excess of par value is $597,121.

There were 29,768,750 and 59,537,500 pre-split common shares issued and outstanding at January 31, 2015 and 2014, respectively. There are no preferred shares outstanding.

On August 8, 2014, and on September 8, 2014 Michael Palethorpe, our sole director and officer, has acquired from two previous stockholders 8,500,000 restricted shares each, for a total of 17,000,000 restricted shares, which gives him a 57.11% ownership of the total outstanding shares.

The holding of restricted shares is as follows:

On December 10, 2014, the Company entered into an equity purchase agreement with Premier Venture Partners.

The Company has agreed to issue and sell to the Investor an indeterminate number of shares of the Company’s common stock, par value $0.001 per share up to an aggregate purchase price of Two Million Dollars.

The resale by the Investor of Registrable Securities in an amount not less than 2,000,000 shares of Common Stock (the “Registration Amount”), 71,429 of which shares of Common Stock shall be registered as Initial Commitment Shares.

The stock options and stock compensation under the employment agreement, effective May 1, 2013, with Michael Palethorpe, our sole director and officer, have been suspended as of May 1, 2014.

The Board of Directors has approved the suspension of the stock options and stock compensation, until a new employment agreement has been agreed upon or after the securing of a financing deal. Pursuant to the terms of the employment agreement, Mr. Palethorpe was granted 2,000,000 stock options that were to vest at a rate of 500,000 options every 6 months. Each option had an exercise price of $0.75 and would have expired after three years. These provisions have been suspended. The vesting provisions have also been suspended, resulting in the associated expense to be delayed until a new employment agreement has been has been agreed upon.

In addition, the annual stock option grant equal to 30% of his base salary has also been suspended.

Of the 2,013,500 options granted on April 30, 2014, 504,500 stock options have been vested. Until a new employment agreement has been agreed upon no further options are to be granted and the vesting of the issued options haves been suspended.

The new agreement may have different terms related to the granting, vesting, exercise price, and contractual life of the above and future stock options.

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The following table summarizes the Property and Equipment as follows

In the three months ending January 31, 2015, the depreciation is $133, compared to $78 in 2014.
In the Nine months ending January 31, 2015, the depreciation is $398, compared to $234 in 2014.

The following table summarizes the Intangible Asset as follows

In the three months ending January 31, 2015, the amortization is $25,000, compared to 25,000 in 2014.
In the Nine months ending January 31, 2015, the amortization is $75,000, compared to $41,666 in 2014

The options have been granted in conjunction with an employment agreement. The year ended April 30, 2014 issued 2,013,500 options. At January 31, 2015 no options have expired. The options had $0.05 intrinsic value at January 31, 2015.

As of May 1, 2014 no new stock options have been granted as the Company’s shareholders holding a majority of the voting power have approved the suspension of the present stock option agreement, until a new employment agreement has been agreed upon after the securing of a financing deal. The vesting provisions have also been suspended, resulting in the associated expense to be delayed until a new employment agreement has been has been agreed upon. In addition, the annual stock option grant equal to 30% of his base salary has also been suspended.

Of the 2,013,500 options granted on April 30, 2014, 504,500 stock options have been vested. Until a new employment agreement has been agreed upon no further options are to be granted and the vesting of the issued options haves been suspended.

The new agreement may have different terms related to the granting, vesting, exercise price, and contractual life of the above and future stock options.

The following table summarizes the options at January 31, 2015.

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Transactions involving the Company’s option issuance are summarized as follows:

The warrants were issued in conjunction with certain common stock offerings and no warrant expense was recognized during the three months ended January 31, 2015. For the year ended April 30, 2014 the company issued 1,100,000 warrants. The warrants expire in two years. As at January 31, 2015 no warrants had expired.

The following table summarizes the stock purchase warrants at January 31, 2015.

Transactions involving the Company’s warrants issuance are summarized as follows:

All warrants will expire by May 16, 2015.

The Company recognizes the tax effects of transactions in the year in which such transactions enter into the determination of net income, regardless of when reported for tax purposes. Deferred taxes are provided in the financial statements under ASC 740-10-25 to give effect to the resulting temporary differences which may arise from differences in the bases of fixed assets, depreciation methods, allowances, and start-up costs based on the income taxes expected to be payable in future years.

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Minimal deferred tax assets arising as a result of net operation loss carry-forwards have been offset completely by a valuation allowance due to the uncertainty of their utilization in future periods.

The Company follows the provisions of uncertain tax positions as addressed in ASC 740-10-65-1. The Company recognized approximately no increase in the liability for unrecognized tax benefits.

The Company has no tax position at January 31, 2015 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the periods presented. The Company had no accruals for interest and penalties at January 31, 2015. The open tax years with the Internal Revenue Service are April 30, 2010 through 2014

During the period ended January 31, 2015, a director and officer, provided a non-interest bearing demand loan with a balance of $603

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As at January 31, 2015, the Company had a loss from operations, for the period ended, of $280,960 an accumulated deficit of $1,192,431, and no working capital and has earned $38,690 in revenues since inception. The Company has not yet established an ongoing source of revenues to cover its growth and operating costs.

The Company depends upon capital to be derived from future financing activities such as subsequent offerings of its common stock or debt financing in order to operate and grow the business. There can be no assurance that the Company will be successful in raising such capital. The key factors that are not within the Company's control and that may have a direct bearing on operating results include, but are not limited to, acceptance of the Company's business plan, the ability to raise capital in the future, the ability to expand its customer base, and the ability to hire key employees to provide services. There may be other risks and circumstances that management may be unable to predict.

The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

On December 10, 2014 the Company entered into an equity purchase agreement with Premier Venture Partners. The Company has agreed to issue and sell to the Investor an indeterminate number of shares of the Company’s common stock, par value $0.001 per share up to an aggregate purchase price of Two Million Dollars.

The resale by the Investor of Registrable Securities in an amount not less than 2,000,000 shares of Common Stock (the “Registration Amount”), 71,429 of which shares of Common Stock shall be registered as Initial Commitment Shares.

On February 25, 2015, we entered into an amending agreement with Premier, whereby Premier and we agreed to amend the Equity Purchase Agreement so that the Equity Purchase Agreement terminates upon the occurrence of a material adverse effect as defined in the Purchase Agreement. On March 2, 2015 an amended S1 was filed regarding the registration of securities of the equity purchase agreement with Premier Venture Partners.

The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued. No other subsequent events exist.

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Forward-Looking Statements

Except for historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses. Such forward-looking statements include, among others, those statements including the words “expects,” “anticipates,” “intends,” “believes” and similar language. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed herein as well as in the “Description of Business – Risk Factors” section in our Form 10-K, as filed on July 25, 2014. You should carefully review the risks described in our 10-K and in other documents we file from time to time with the Securities and Exchange Commission. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.

Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.

All references in this Form 10-Q to “company”, “we”, “us”, or “our” are to New Media Insight Group, Inc.

General Overview

On March 11, 2014, our company filed a certificate of change (the “Amendment”) to its Certificate of Incorporation with the Secretary of State of the State of Nevada in order to effectuate a one (1) for two (2) reverse split of our company’s shares of common stock, par value $0.001 per share (“Reverse Split”) and (ii)decrease the number of authorized shares of capital stock of our company to 850,000,000 shares of common stock, par value $0.001 per share. The certificate of change has an effective date of March 24, 2014

On February 24, 2014, holders of a majority of the voting power of the outstanding capital stock of our company authorized the Actions. As a result of the reverse stock split, every two shares of our company’s pre-reverse split common stock will be combined and reclassified into one share of our company’s common stock. No fractional shares of common stock will be issued as a result of the reverse stock split. Stockholders who otherwise would be entitled to a fractional share shall receive the next higher number of whole shares.

These amendments have been reviewed by the Financial Industry Regulatory Authority (“FINRA”) and have been approved for filing with an effective date of April 7, 2014.

The reverse split became effective with the Over-the-Counter Bulletin Board at the opening of trading on April 7, 2014. Our trading symbol is "NMED". Our new CUSIP number is 64704U 306.

Throughout the Form 10-Q, each instance that refers to a number of shares of our common stock, refers to the number of shares of common stock after giving effect to the Reverse Split, unless otherwise indicated.

Our company is continuing to pursue and expand upon the same business however is in the process of significantly enhancing its product and service offering and is developing new and proprietary technology in the area of mobile payments and online monetization. Our company is a development stage company and operates as an internet marketing business providing clients with the latest in new media and mobile / smart phone advertising solutions. We will specialize in developing mobile marketing, loyalty, and communication solutions. Our company’s mission is to help local merchants connect, communicate and transact with their customers in a more effective way.

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Effective September 1, 2013, our company entered into an exclusive agency agreement with Paywith Worldwide Inc., pursuant to which our company will market a new and revolutionary product called mCards (mobile cards) throughout the entire United States with exclusivity and ownership in the following territories; Arizona, Colorado, Nevada, Oregon, Utah and Washington. Pursuant to the agreement, our company will generate revenue associated with every mCard transaction that takes place using the mCardNetwork. Under the agreement, our company has not achieved its obligations to Paywith, but will continue its efforts to sign merchant agreements. Discussions with Paywith are ongoing in a solid relationship.

Our company has paid $150,000 to Paywith for the exclusive rights mentioned above.

On April 1, 2013, we entered into an employment agreement with Michael Palethorpe, our sole director and officer, with an effective date of May 1, 2013. Pursuant to the terms of the employment agreement, Mr. Palethorpe will receive compensation of $6,000 per month. The base salary is in the process of being reviewed. Mr. Palethorpe is also entitled to an annual stock option grant equal to 30% of his base salary to be granted at the beginning of the calendar year. The price of the options will be the fair market value of the company’s stock at the time the options are granted and will expire three years after the grant date. Further, Mr. Palethorpe is entitled to receive 2,000,000 stock options upon execution of the employment agreement. These option vest at the rate of 500,000 options every nine months at an exercise price of $0.75 per share and expire three years after the date of issuance. As of the date of this report, we have not yet issued these stock options to Mr. Palethorpe.

On August 8, 2014, and on September 8, 2014 Michael Palethorpe, our sole director and officer, has acquired from two previous stockholders 8,500,000 restricted shares each, for a total of 17,000,000 restricted shares, which gives him a 57.11% ownership of the total outstanding shares.

On December 10, 2014, we entered into an equity purchase agreement with Premier Venture Partners. We agreed to issue and sell to the Investor an indeterminate number of shares of our common stock, par value $0.001 per share up to an aggregate purchase price of Two Million Dollars.

The resale by the Investor of Registrable Securities in an amount not less than 2,000,000 shares of Common Stock (the “Registration Amount”), 71,429 of which shares of Common Stock shall be registered as Initial Commitment Shares.

On February 25, 2015, we entered into an amending agreement with Premier, whereby Premier and we agreed to amend the Equity Purchase Agreement so that the Equity Purchase Agreement terminates upon the occurrence of a material adverse effect as defined in the Purchase Agreement.

Executive Summary

We work with local merchants and small and medium sized businesses to help them improve their customer loyalty and attract new customers. Our unique mobile and social marketing solutions are designed to engage consumers in transacting using their mobile devices. Our company is virtual in nature, meaning that employees and contractors will primarily work from home, negating the need to retain formal office space. Our services are highly specialized and focus on mobile payments, mobile / smart phone marketing, mobile search engine optimization, as well as social media advertising through Twitter, Facebook, Linked-In, and YouTube. Professional web designers, optimization technicians, and Google AdWord specialists are retained on a contractual basis and as demand requires. Supporting functions such as creative and graphic design work is also included in our portfolio to better service clients. Another aspect of our plan is to better educate our clients and empower them to understand and get the best use out of their Internet marketing spending.

Strategic Initiatives

Fully optimized NMIG website: we are in the late design process to launch our new and fully SEO friendly website. The site will be optimized to rank high on Google, Bing, and Yahoo organic searches in the states of Washington, Oregon, California, Nevada, and Arizona.

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Direct Mail Campaign: We will use Direct Mail as a key driver for our geographic marketing and exposure campaigns. The purpose of these campaigns will be to target market merchants and small and medium sized businesses, whose businesses could benefit from our marketing services and communications technology.

Telemarketing: We are looking to engage an outside telemarketing agency to help with our lead generation and sales of our services to local merchants. This organization’s responsibilities will be to reach the manager, owner or decision maker at a merchant location and set up appointments for one of our reps to do a more in depth presentation of our services and local marketing platforms and solutions.

Mobile / Smart Phone Advertising: Our company is deeply involved in an effort to expand our services to include smart phone marketing. The exponential growth of smart phone use and its related marketing potential is unprecedented, and NMIG is now positioned to capitalize on this irresistible trend. We are looking to engage an outside agency to work with to create an exclusive “Mobile Application” which our merchants can use as a “Mobile Rewards and Marketing” application. We are currently in discussions with a number of strong mobile development companies and are in the final stages of selecting our partner for this initiative.

Results of Operations

The following summary of our results of operations should be read in conjunction with our audited financial statements for the year ended April 30, 2014.

Our operating results for the nine month periods ended January 31, 2015 and 2014 are summarized as follows:

Revenue

Our company earned its initial revenues starting in the third quarter of the fiscal year ended April 30, 2011. The revenues were from the sale of website designs, search engine optimization programs, and viral social media marketing campaigns, and were recognized upon the completion of these programs. We earned revenues of $0 for the nine months ended January 31, 2015 compared to revenues of $241 for the nine months ended January 31, 2014. Minimal revenues in 2014 can be attributed to a conscious decision on the part of our directors to retrench their efforts and spend the requisite time needed to both understand and exploit the burgeoning use of mobile technology. Until our re-sharpened efforts gain traction, growth will remain slow.

Expenses

Our total expenses for the nine month periods ended January 31, 2015 and 2014 are outlined in the table below:

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Expenses for the nine month period ended January 31, 2015, increased substantially compared to the comparative period in 2014. The increases for the nine month period ended January 31, 2015 were primarily as a result of a significant increase in selling and advertising cost and amortization due to an exclusive agency agreement with a company in the business of developing and operating an internet based marketing platform.

Liquidity and Financial Condition

Working Capital

Cash Flows

We require additional funds to fund our budgeted expenses in the near future. There is no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on their investment in our common stock. Further, we may continue to be unprofitable. Additionally, there is no assurance that any party will advance additional funds to us in order to enable us to sustain our plan of operations or to repay our liabilities.

Liquidity and Capital Resources

Growth of our operations will be based on our ability to internally finance from cash flow and raise equity and/or debt to increase sales and production. Our primary sources of liquidity are: (i) cash from sales of our services; and (ii) financing activities. Our cash balance as of January 31, 2015 was $4,293.

Limited Operating History; Need for Additional Capital

The report of our auditors on our audited financial statements for the fiscal year ended April 30, 2014, contains a going concern qualification as we have suffered losses since our inception. We have minimal assets and have not yet established an ongoing source of revenues sufficient to cover our operating costs and allow it to continue as a going concern. Unless and until we commence material operations and achieve material revenues, we will remain dependent on financings to continue our operations.

There is no historical financial information about us on which to base an evaluation of our performance. We are a development stage company and have not generated revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to the price and cost increases in and services.

At present, we do not have enough cash on hand to cover operating costs for the next 12 months. If we are unable to meet our needs for cash from either the money that we raised from our offering, or possible alternative sources, then we may be unable to continue, develop, and expand our operations. There are also no plans or expectations to acquire or sell any plant or plant equipment in the first full year of operations.

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Plan of Operation and Cash Requirements

Our company began selling its services in December 2010. Our company received no revenues since 2014, primary due to a decision on the part of the directors to retrench and devote a lot of their energies toward the development of smart phone marketing initiatives. Our company is now the exclusive agent of an internet based marketing platform. Our plan of action over the next twelve months is to diligently market and promote the platform, to develop promotional materials for the platform, and participate in trade shows and exhibitions. The success of our operations will be based on our ability to grow by financing the operation through internal cash flow or to raise funds through equity and/or debt financing to invest in marketing and sales of our services. Our company has not been able to generate adequate capital in this challenging market for credit. If the company does not secure additional funding some of our marketing plans will have to be delayed. The availability of future equity and/or debt financings remains uncertain.

We expect to continue a number of marketing initiatives that we started last quarter including the following:

As our business is a marketing and advertising company we are able to complete most of our marketing initiatives without incurring additional outside expenses by completing the work internally hence being able to keep our advertising and marketing costs to a minimum. Over the next 12 months, we anticipate that our company will not require additional funds to meet our working capital requirements. In the event that we need additional funds in addition to the cash on hand, we will endeavor to proceed with our plan of operations by locating alternative sources of financing.

We do not anticipate hiring any staff during the next 12 months of operation, and will rely on the services of our officers and directors and outside contractors.

If we are unable to increase sales and cash flow we do not have sufficient working capital to implement our strategy for the next 12 months. This could cause us to curtail or suspend our operations and may eventually cause our business to fail.

Going Concern

As of the nine month period ended January 31, 2015, our company has a loss of $280,960 and an accumulated deficit of $1,192,431. Our company intends to fund operations through operational cash flow and equity/debt financing arrangements. These sources may be insufficient to fund its capital expenditures, working capital and other cash requirements for the future. In response to these problems, management intends to raise additional funds through increased sales and public or private placement offerings. These factors, among others, raise substantial doubt about our company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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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 stockholders.

Critical Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Our company’s periodic filings with the Securities and Exchange Commission include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of our company.

Cash and Cash Equivalents

Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. Our company had $4,293 and $210,099 in cash and cash equivalents at January 31, 2015 and April 30, 2014, respectively.

Start-Up Costs

In accordance with ASC 720, “Start-up Costs”, our company expenses all costs incurred in connection with the start-up and organization of our company.

Net Income or (Loss) Per Share of Common Stock

Our company has adopted ASC 260, “Earnings per Share,” (“EPS”) which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.

Concentrations of Credit Risk

Our company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables it will likely incur in the near future. Our company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. Our company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.

Recent Accounting Pronouncements

Management has considered all recent accounting pronouncements issued since the last audit of our consolidated financial statements. Our company’s management believes that these recent pronouncements will not have a material effect on our company’s consolidated financial statements.

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As a “small reporting company”, we are not required to provide the information required by this Item.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our senior management, including our chief executive officer and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer), we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this quarterly report on Form 10-Q (the “Evaluation Date”). Based on this evaluation, our chief executive officer and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer) concluded as of the Evaluation Date that our disclosure controls and procedures were effective such that the information relating to us, required to be disclosed in our SEC reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our chief executive officer and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer), as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Controls

During the quarter covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

We know of no material, existing or pending legal proceedings against us, 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 company.

As a “small reporting company”, we are not required to provide the information required by this Item.

On December 10, 2014, we entered into an equity purchase agreement with Premier Venture Partners, LLC. Under the terms of the Purchase Agreement, Premier has agreed to invest up to $2,000,000 to purchase shares of our common stock. We also entered into a registration rights agreement with Premier, which governs the filing of a registration statement, intended to cover the securities acquired under the Purchase Agreement.

The Purchase Agreement allows, but does not require us to issue and sell up to the number of shares of common stock having an aggregate purchase price of $2,000,000 to Premier. Subject to the terms and conditions of the Purchase Agreement and the Registration Agreement, we may, in its sole discretion, deliver notice to Premier which states the dollar amount which it intends to sell to Premier on a certain date. The amount that we shall be entitled to sell to Premier shall not exceed (i) 200% of the average daily trading volume of our common stock for the five trading days prior to the applicable notice date and (ii) 110% of the highest amount on any notice delivered by us to Premier, (however, never less than 70,000 shares). The amount cannot exceed 4.99% of our outstanding shares. The purchase price for the shares issued to Premier will be the amount multiplied by 70% of the lowest individual daily VWAP of the common stock during the pricing period. The shares sold by us to Premier must be registered stock, pursuant to the Registration Agreement.

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On execution of the Purchase Agreement, we issued 71,429 shares of its common stock to Premier.

On the effective date of the Registration Statement, we shall issue to Premier additional commitment shares of its common stock representing 2.5% of $2,000,000 divided by the sum equal to the lowest of the daily VWAPs of the common stock on the three trading days immediately preceding the effective date. The Additional Commitment Shares shall not constitute registrable securities and shall not be included in the Registration Statement in accordance with the terms of the Registration Agreement.

On December 10, 2014, we issued 71,429 shares of its common stock pursuant to an exemption from registration relying on Section 4(2) and Rule 506 of Regulation D, under the Securities Act of 1933, as amended.

None.

Not applicable.

None.

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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.

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