MULTIMEDIA PLATFORMS INC. - FORM 10-Q/A

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EX-32.2 - CERTIFICATION - MULTIMEDIA PLATFORMS INC.	mmpw_ex322.htm
EX-32.1 - CERTIFICATION - MULTIMEDIA PLATFORMS INC.	mmpw_ex321.htm
EX-31.2 - CERTIFICATION - MULTIMEDIA PLATFORMS INC.	mmpw_ex312.htm
EX-31.1 - CERTIFICATION - MULTIMEDIA PLATFORMS INC.	mmpw_ex311.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For quarterly period ended June 30, 2015

¨ 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 001-33933

MULTIMEDIA PLATFORMS, INC.

(Exact name of registrant as specified in its charter)

Nevada		88-0319470
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

2929 East Commercial Blvd, Suite Ph-D Fort Lauderdale, FL		33308
(Address of principal executive offices)		(Zip Code)

(954) 440-4678

(Registrant's telephone number, including area code)

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 o

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 o

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

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

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 48,060,852 shares of common stock, par value $0.001, were outstanding on August 7, 2015.

EXPLANATORY NOTE

Multimedia Platforms, Inc. (the "Company", "we", "us" and "our") is filing this Amendment No.1 on Form 10-Q/A (the "Amended Report") to the Quarterly Report on Form 10-Q of Multimedia Platforms, Inc. for the quarterly period ended June 30, 2015 (the "Original Report"), originally filed with the Securities and Exchange Commission (the "SEC") on August 14, 2015. The purpose of the Amended Report is to correct certain errors related to the method of accounting of the Company's convertible notes and detachable warrants contained in the financial statements and related disclosures contained in the Original Report, as described in Note 1 – Restatement.

Multimedia Platforms, Inc.

FORM 10-Q

TABLE OF CONTENTS

		PAGE
PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	5

	Condensed Consolidated Balance Sheets as of June 30, 2015 (Restated) (Unaudited) and December 31, 2014 (audited)		5

	Condensed Consolidated Statements of Operations (Unaudited) for the Three and Six Months Ended June 30, 2015 (Restated) and 2014		6

	Condensed Consolidated Statement of Stockholders' Equity (Deficit) for the Six Months Ended June 30, 2015 (Restated) (Unaudited)		7

	Condensed Consolidated Statements of Cash Flows (Unaudited) for the Six Months Ended June 30, 2015 (Restated) and 2014		8

	Notes to Condensed Consolidated Financial Statements (Restated)		9

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations		26

Item 4.	Controls and Procedures		30

PART II - OTHER INFORMATION

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.		33

Item 5.	Other Information		34

Item 6.	Exhibits		35

Signatures			36

FORWARD-LOOKING STATEMENTS

This quarterly report, including materials incorporated by reference herein, contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are "forward-looking statements" for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning financing opportunities; any statements regarding future economic conditions or performance; any statements regarding future capital-raising activities; any statements of belief; and any statements of assumptions underlying any of the foregoing.

Forward-looking statements may include the words "may," "should," "could," "estimate," "intend," "plan," "project," "continue," "believe," "expect" or "anticipate" or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this presentation. Except as required by law, we do not intend, and undertake no obligation, to update any forward-looking statement.

Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. The factors impacting these risks and uncertainties include, but are not limited to:

	●	inability to address our negative working capital position;
	●	the inability of management to effectively implement our strategies and business plans;
	●	potential default under our debt agreements;
	●	inability to hire or retain sufficient qualified personnel;
	●	our ability to successfully identify and consummate acquisition transactions;
	●	our ability to successfully integrate acquired assets or dispose of non-core assets;
	●	increases in interest rates or our cost of borrowing;
	●	deterioration in general or regional economic conditions;
	●	the strength and financial resources of our competitors;
	●	loss of senior management or technical personnel;
	●	changes in U.S. GAAP or in the legal, regulatory and legislative environments in the markets in which we operate; and
	●	other factors, many of which are beyond our control.

Many of these factors are beyond our ability to control or predict. These factors are not intended to represent a complete list of the general or specific factors that may affect us.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

Multimedia Platforms, Inc.
Condensed Consolidated Balance Sheets (Restated)

	June 30,			December 31,
	2015			2014
	(Unaudited)
	(Restated)
ASSETS
Current assets
Cash	$	467,060		$	9,232
Accounts receivable		62,210			38,866
Other current assets		20,085			1,321,081
Total current assets		549,355			1,369,179

Property and equipment, net of accumulated depreciation of $50		15,489			-

Other assets
Goodwill		750,000			-
Intangibles		1,330,000			-
Total other assets		2,080,000			-
Total assets	$	2,644,844			1,369,179

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
Accounts payable & accrued expenses		134,843			211,471
Deferred revenue		-			1,889
Line of credit		56,793			-
Loan payable - related party		133,189			116,175
Due to related parties		169,200			195,575
Accrued interest payable		72,477			140,900
Promissory notes		-			364,727
Convertible promissory notes		-			182,511
Convertible notes conversion derivative liability		5,766,170			-
Warrant liability		4,200,004			-
Total current liabilities		10,532,676			1,213,248

Long-term liabilities
Convertible promissory notes, net of discount of $1,415,882		159,118			-
Total long-term liabilities		159,118			-
TOTAL LIABILITIES		10,691,794			1,213,248

Stockholders' equity (deficit)
Series A Preferred stock, $0.001 par value 40,000,000 shares authorized; issued and outstanding 27,212,694 and 0 at June 30, 2015 and December 31, 2014, respectively.		27,213			-
Series B Preferred stock, $0.001 par value 4,000,000 shares authorized; issued and outstanding 4,000,000 and 0 at June 30, 2015 and December 31, 2014, respectively.		4,000			-
Common stock, $0.001 par value 300,000,000 shares authorized; issued and outstanding 37,798,153 and 30,748,969 at June 30, 2015 and December 31, 2014, respectively.		37,798			30,749
Additional-paid-in-capital		5,428,445			495,298
Common stock issuable for asset purchase		300,000			-
Accumulated (deficit)		(13,844,406	)		(370,116	)
Total stockholders' equity (deficit)		(8,046,950	)		155,931
Total liabilities and stockholders' equity (deficit)	$	2,644,844		$	1,369,179

(The accompanying notes are an integral part of these condensed consolidated financial statements)

Multimedia Platforms, Inc.

Condensed Consolidated Statements of Operations (Unaudited)

For the Three and Six Months Ended June 30, 2015 (Restated) and 2014

Three months Ended June 30,

Six months Ended June 30,

2015

2014

2015

2014

(Restated)

(Restated)

Income

Net Revenue

$ 232,441

$ 154,836

$ 422,526

$ 301,368

Cost of sales

161,959

63,748

262,384

123,401

Gross profit

70,482

91,088

160,142

177,967

Operating expenses

General and administrative

818,350

58,763

1,984,866

126,013

Sales and marketing

176,486

38,714

296,963

79,552

Goodwill impairment

-

-

2,729,834

-

Total operating expenses

994,836

97,477

5,011,663

205,565

Loss from operations

(924,354 )

(6,389 )

(4,851,521 )

(27,598 )

Other Income and (Expense)

Interest expense

(46,266 )

-

(72,477 )

-

Accretion of debt discount

(148,833 )

-

(159,118 )

-

Change in fair value of convertible notes conversion derivative liability

(2,935,709 )

-

(4,191,170 )

-

Change in fair value of warrant liability

(2,825,003 )

-

(4,200,004 )

-

Total non-operating expense

(5,955,811 )

-

(8,622,769 )

-

Earnings before taxes

(6,880,165 )

(6,389 )

(13,474,290 )

(27,598 )
Provision for income taxes

-

-

-

-

Net loss

$ (6,880,165 )

$ (6,389 )

$ (13,474,290 )

$ (27,598 )

Net (loss) per common share basic

$ (0.19 )

$ (0.00 )

$ (0.39 )

$ (0.00 )
Weighted average common shares outstanding basic

35,798,817

30,738,969

34,134,789

30,738,969

(The accompanying notes are an integral part of these condensed consolidated financial statements)

6

Multimedia Platforms, Inc.
Condensed Consolidated Statement of Stockholders' Equity (Deficit) (Unaudited)
For the Six Months Ended June 30, 2015 (Restated)

Preferred Stock Series A

Preferred Stock Series B

Common Stock

Additional
paid-in

Accumulated

Total
Stockholders

Shares

Amount

Shares

Amount

Shares

Amount

Payable

Capital

Deficit

Deficit

Balance, December 31, 2014

-

$ -

-

$ -

30,748,969

$ 30,749

-

$ 495,298

$ (370,116 ) $ 155,931

Shares issued in Merger

27,212,694

27,213

4,000,000

4,000

1,502,477

1,502

-

(610,908 )

-

(578,193 )
Funds reclassified to equity from liabilities for Merger shares issued

-

-

-

-

-

-

-

138,874

-

138,874

Shares issued for Columbia Funmap, Inc. acquisition

-

-

-

-

2,252,250

2,252

-

3,455,236

-

3,457,488

Shares issued for RND Enterprises, Inc. asset purchase

-

-

-

-

2,000,000

2,000

300,000

798,000

-

1,100,000

Shares issued in exchange for services

-

-

-

-

1,294,457

1,295

-

1,151,945

-

1,153,240

Net Income (Loss)

-

-

-

-

-

-

-

-

(13,474,290 )

(13,474,290 )
Balance, June 30, 2015

27,212,694

$ 27,213

4,000,000

$ 4,000

37,798,153

$ 37,798

$ 300,000

$ 5,428,445

$ (13,844,406 ) $ (8,046,950 )

(The accompanying notes are an integral part of these condensed consolidated financial statements)

7

Multimedia Platforms, Inc.

Condensed Consolidated Statements of Cash Flows (Unaudited)

For the Six Months Ended June 30, 2015 (Restated) and 2014

Six Months Ended June 30,

2015

2014

(Restated)

Cash flows from operating activities:

Net loss

$ (13,474,290 )

$ (27,598 )
Adjustments to reconcile net loss to net cash provided (used in) operating activities:

Depreciation

50

-

Share based compensation expense

1,153,240

-

Impairment of goodwill

2,729,834

-

Accretion of debt discount

159,118

-

Change in fair value of convertible notes conversion derivative liability

4,191,170

Change in fair value of warrant liability

4,200,004

Changes in assets and liabilities, net of acquisitions:

(Increase) decrease in accounts receivable

41,038

(5,930 )
(Increase) decrease in other current assets

(20,085 )

1,082

Increase (decrease) in accounts payable and accrued expenses

16,629

32,446

Increase (decrease) in related party payable

17,014

-

Increase (decrease) in deferred revenue

(1,889 )

-

Increase (decrease) in accrued interest

72,477

-

Net cash provided by (used) in operating activities

(915,690 )

-

Cash flows from investing activities:

Purchase of property, plant and equipment

(15,538 )

-

Cash paid for asset purchase

(200,000 )

-

Cash from acquisitions

19,208

-

Net cash provided by (used) in investing activities

(196,330 )

-

Cash flows from financing activities:

Proceeds from convertible promissory notes

1,575,000

-

Payments of credit line

(5,152 )

-

Net cash provided by (Used) in financing activities

1,569,848

-

Increase (decrease) in cash

457,828

-

Cash and cash equivalents at beginning of period

9,232

-

Cash and cash equivalents at end of period

$ 467,060

$ -

Supplemental disclosures of cash flow information

Cash paid during the year for:

Taxes paid

$ -

$ -

Interest paid

$ -

$ -

Non-cash operating activities:

Value of 1,294,457 shares of common stock issued in exchange for services

$ 1,153,240

$ -

(The accompanying notes are an integral part of these financial statements)

8

MULTIMEDIA PLATFORMS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2015 (RESTATED) AND 2014

NOTE 1 – RESTATEMENT

During the preparation of our fiscal quarter ended September 30, 2015 financial statements, the Company discovered an error in the application of accounting guidance related to our convertible notes and detachable warrants that were issued starting in March 2015. Specifically, the Company measured and recorded the beneficial conversion feature and detachable warrants pursuant to ASC 470-20, Debt with Conversion and Other Options which limits the amount of discount recognized to the face amount of the convertible notes and classifies the warrants and beneficial conversion feature discounts to equity. However, during the preparation of our fiscal quarter ended September 30, 2015 financial statements, it came to our attention that as a result of the down-round feature contained in our convertible notes and warrants, equity treatment was improper and that fair value accounting of the derivative embedded in the convertible notes and fair value of the warrants needed to be measured at each reporting period with changes in value recorded to the statement of operations. The reclassification of the originally recorded debt discount from equity to liabilities and changes in the value of the warrants and convertible notes conversion derivative liability resulted in changes to the Company's financial statements, which warranted restatement of the Company's Quarterly Reports on Form 10-Q for the fiscal quarter ended June 30, 2015.

The Company has evaluated the effect of the error on all relevant periods in accordance with Staff Accounting Bulletin ("SAB") 99 and SAB 108 and determined that the impact of the error on its interim financial statements for the fiscal quarter ended June 30, 2015 was sufficiently material to warrant restatement of the Company's Original Report.

The line items that have been amended and restated are set forth below:

Balance Sheets

	June 30, 2015
	As Previously
	Reported			Q1			Q2			Total			As Restated
Liabilities and Shareholders' Equity (Deficit):
Convertible notes conversion derivative liability	$	-		$	1,805,461		$	3,960,709		$	5,766,170		$	5,766,170
Warrant liability		-			1,375,001			2,825,003			4,200,004			4,200,004
Total current liabilities		566,502			3,180,462			6,785,712			9,966,174			10,532,676
Total liabilities		725,620			3,180,462			6,785,712			9,966,174			10,691,794

Additional paid-in capital		7,003,445			(550,000	)		(1,025,000	)		(1,575,000	)		5,428,445
Accumulated deficit		(5,453,232	)		(2,630,462	)		(5,760,712	)		(8,391,174	)		(13,844,406	)
Total shareholders' equity (deficit)		1,919,224			(3,180,462	)		(6,785,712	)		(9,966,174	)		(8,046,950	)
Total liabilities and shareholders' equity (deficit)	$	1,222,307		$	-		$	-		$	-		$	1,222,307

Statement of Operations

	For the Three Months Ended June 30, 2015
	As Previously
	Reported			Adjustment			As Restated
Change in fair value of convertible notes conversion derivative liability	$	-		$	(2,935,709	)	$	(2,935,709	)
Change in fair value of warrant liability		-			(2,825,003	)		(2,825,003	)
Total non operating expense		(195,099	)		(5,760,712	)		(5,955,811	)
Net loss		(1,119,453	)		(5,760,712	)		(6,880,165	)
Net loss per common share (basic and diluted)	$	(0.03	)	$	(0.16	)	$	(0.19	)

	For the Six Months Ended June 30, 2015
	As Previously
	Reported			Adjustment			As Restated
Change in fair value of convertible notes conversion derivative liability	$	-		$	(4,191,170	)	$	(4,191,170	)
Change in fair value of warrant liability		-			(4,200,004	)		(4,200,004	)
Total non operating expense		(231,595	)		(8,391,174	)		(8,622,769	)
Net loss		(5,083,116	)		(8,391,174	)		(13,474,290	)
Net loss per common share (basic and diluted)	$	(0.15	)	$	(0.24	)	$	(0.39	)

Statement of Cash Flows

	For the Six Months Ended June 30, 2015
	As Previously
	Reported			Adjustment			As Restated
Net loss	$	(5,083,116	)	$	(8,391,174	)	$	(13,474,290	)
Change in fair value of convertible notes conversion derivative liability		-			4,191,170			4,191,170
Change in fair value of warrant liability		-			4,200,004			4,200,004
Net cash provided by (used) in operating activities		(915,690	)		-			(915,690	)

No attempt has been made in this Amended Report to modify or update other disclosures presented in the Original Report, except as required to reflect the effects of the restatement. Information not affected by the restatement is unchanged and reflects the disclosures made at the time of the filing of the Original Report on August 14, 2015. Accordingly, this Amended Report should be read in conjunction with our filings made with the Securities and Exchange Commission subsequent to the filing of the Original Report, including any amendments to those filings.

Currently dated certifications from the Company's Chief Executive Officer and Chief Financial Officer have also been included as exhibits to this Form 10-Q/A.

NOTE 2 – ORGANIZATION AND GOING CONCERN

Organization

Our company's name is Multimedia Platforms, Inc. (formerly known as Sports Media Entertainment Corp.). The Company was incorporated on April 3, 1996 in the State of Nevada as Jubilee Trading Corp. On March 3, 2002, the Company changed its name to PorFavor Corp. From inception until March 2010, we operated as a broker of structural wood materials. On February 4, 2011, The Company acquired ExploreAnywhere Inc. and changed its name to the same. On December 24, 2013, the Company changed its name to Sports Media Entertainment Corp. in anticipation of a future merger.

On January 9, 2015, Multimedia Platforms, Inc. (formerly Sports Media Entertainment Corp.) (the "Registrant" and "Legal Acquirer") entered, and on February 2, 2015, closed, a Share Exchange Agreement (the "Merger"), between and among the Company and Multimedia Platforms, LLC, a Florida Limited Liability Corporation ("MMP LLC") ("Accounting Acquirer"), all the members of MMP LLC (the "Members"), Harrison Holdings, LLC and Amalfi Coast Capital (collectively, the "Debt Holders"). Pursuant to the Merger, the Registrant was (i) to issue to the Debt Holders a total of 4,000,000 shares of Series B Convertible Preferred stock in exchange for all the indebtedness of the Company totaling approximately $688,138 as of December 31, 2014; issue (ii) 21,320,832 shares of restricted common stock and (iii) 34,390,199 shares of Series A Convertible Preferred stock (collectively, the "Merger Shares") to the Members in exchange for 100% of the Members interest in MMP LLC. The Merger Shares were adjusted such that 30,748,969 shares of restricted common stock, 27,212,694 shares of Series A Convertible Preferred stock and 4,000,000 shares of Series B Convertible Preferred stock were ultimately issued. The share issuances represent approximately 97.6% of the total issued and outstanding shares of preferred and common stock of the Registrant post-closing. As a result, the Company (i) became the 100% parent of MMP LLC; (ii) assumed the operations of MMP LLC; (iii) changed its name from Sports Media Entertainment Corp. to Multimedia Platforms, Inc.; and (iv) experienced a change in control.

On January 16, 2015, the Company, with the approval of its board of directors and its majority shareholders by written consent in lieu of a meeting, filed a Certificate of Amendment and Certificate of Change (collectively, the "Amendments") with the Secretary of State of Nevada. As a result of the Amendments, the Company (i) changed its name to Multi Media Platforms, Inc., (ii) authorized a 1:30 (one-for-thirty) reverse-split of its issued and authorized common shares, (iii) authorized 40,000,000 Series A Preferred Stock, par value $0.001, and (iv) authorized 4,000,000 Series B Preferred Stock, par value $0.001.

On February 27, 2015, the Company completed the acquisition of Columbia Funmap, Inc., a New Jersey Corporation ("FUNMAP"). The purchase price reflects an enterprise value of approximately $3,479,834, including assumed indebtedness, and was funded from the issuance of 2,252,250 shares of restricted common stock and a $10,000 note. The acquisition of FUNMAP will allow the Company to gain a distribution foothold in 35 metropolitan areas in North America and acquire control of a respected and vital travel tool for GLBT travelers, including the website www.gayosphere.com.

On June 17, 2015, the Company entered into an asset purchase agreement (the "Asset Purchase Agreement") with RND Enterprises, Inc. ("RND"), pursuant to which the Company purchased substantially all of the assets of RND from its sole shareholder for a purchase price of $1,000,000, consisting of $200,000 in cash and $800,000 in shares of common stock. Immediately prior to the transaction, the 5% shareholder of RND transferred all his interests in RND to Mr. Moyal for nominal amount. In consideration, the Company agreed to pay to the minority shareholder $30,000 in cash and issue 750,000 shares of common stock valued at $0.40 per share. In aggregate, the Company completed the acquisition transaction for an amount equal to $1,330,000, consisting of $230,000 in cash payable at closing and $1,100,000 in restricted shares of the Company's common stock, valued at $0.40 per share for a total of 2,750,000 shares. The transaction was closed on June 17, 2015. RND is engaged in the business of publishing an LGBT culture magazine known as Next Magazine.

Going Concern

The Company's financial statements are prepared using accounting principles generally accepted in the United States of America and applicable to a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

During the six months ended June 30, 2015, the Company recognized net revenue of $422,526. However, the Company incurred a net operating loss of $4,851,521 which includes $2,729,834 of goodwill impairment from the FUNMAP acquisition and $1,153,240 of stock compensation expense. The Company had negative working capital of $17,147 as of June 30, 2015.

In view of these conditions, the ability of the Company to continue as a going concern is in doubt and dependent upon achieving a profitable level of operations and on the ability of the Company to obtain necessary financing to fund ongoing operations. Historically, the Company has relied upon internally generated funds and funds from the sale of shares of stock, issuance of promissory notes and loans from its shareholders and private investors to finance its operations and growth. Management is planning to raise necessary additional funds for working capital through loans and/or additional sales of its common stock. However, there is no assurance that the Company will be successful in raising additional capital or that such additional funds will be available on acceptable terms, if at all. Should the Company be unable to raise this amount of capital its operating plans will be limited to the amount of capital that it can access. These financial statements do not give effect to any adjustments which will be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying financial statements.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The unaudited financial statements of Multimedia platforms, Inc. as of June 30, 2015, and for the three and six months ended June 30, 2015 and 2014, have been prepared in accordance with accounting principles generally accepted in the United States for interim financial reporting and include the Company's wholly-owned subsidiaries, Columbia Funmap, Inc. from the date of acquisition on March 1, 2015, and Multimedia Platforms, LLC. Accordingly, they do not include all of the disclosures required by accounting principles generally accepted in the United States for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2014, as filed with the Securities and Exchange Commission as part of the Company's Form 10-K. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the interim financial information have been included. The Company did not record an income tax provision during the periods presented due to net taxable losses. The results of operations for any interim period are not necessarily indicative of the results of operations for the entire year.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. As of June 30, 2015, the Company has a 100% interest in MMP, LLC and a 100% interest in FUNMAP. The results of each of these entities are consolidated with the Company's results from and after their respective acquisition dates based on guidance from the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") No. 810, "Consolidation" ("ASC 810").

Accounting estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles ("GAAP") 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 revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

Cash and cash equivalents

The Company maintains cash balances at two financial institutions. The Company considers all highly liquid instruments purchased with an original maturity of three months or less and money market accounts to be cash equivalents.

Accounts receivable

The Company currently does issue credit on services for one of its national advertisers and its national media brokers who are on 90 day terms. Our collection policy is that payment is due at time of advertising printing. No allowance for doubtful accounts are considered necessary to be established for amounts that may not be recoverable as our collection history is good and write offs have been minimal.

Property, plant, and equipment

Fixed assets are carried at cost, less accumulated depreciation and amortization. Major improvements are capitalized, while repair and maintenance are expensed when incurred. Renewals and betterments that materially extend the life of the assets are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in income for the period.

Depreciation is computed for financial statement purposes on a straight-line basis over estimated useful lives of the related assets. The estimated useful lives of depreciable assets are:

Estimated

Useful
Lives

Office Equipment

3-5 years

Furniture

5 - 7 years

For federal income tax purposes, depreciation is computed under the modified accelerated cost recovery system. For book purposes, depreciation is computed under the straight-line method.

Long-lived assets

The Company assesses the recoverability of long-lived assets using an assessment of the estimated undiscounted future cash flows related to such assets. In the event that assets are found to be carried at amounts which are in excess of estimated gross future cash flows, the assets will be adjusted for impairment to a level commensurate with fair value determined using a discounted cash flow analysis of the underlying assets.

Goodwill

We evaluate goodwill for impairment annually or more frequently when an event occurs or circumstances change that indicates the carrying value may not be recoverable. We test goodwill for impairment by first comparing the book value of net assets to the fair value of the reporting units. If the fair value is determined to be less than the book value or qualitative factors indicate that it is more likely than not that goodwill is impaired, a second step is performed to compute the amount of impairment as the difference between the estimated fair value of goodwill and the carrying value. We estimate the fair value of the reporting units using discounted cash flows. Forecasts of future cash flows are based on our best estimate of future net sales and operating expenses and general economic conditions.

Revenue Recognition

MMP LLC follows the guidance of the Securities and Exchange Commission's Staff Accounting Bulletin No. 104 for revenue recognition.

Revenue is recognized from one primary source: Advertising. The Company records revenue when all of the following have occurred; (1) upon signing the advertising contract, (2) publication of the advertisement in print or uploaded to be digitally placed on line (3) collectability is reasonably assured.

Reported revenues are net of in kind exchanges, barters and discounts. Trade (barter) exchanges for needed services and promotional costs are recorded at the fair market value of the goods and services exchanged. Barter related amounts were $107,031 and $177,210 during the three months ended June 30, 2015 and 2014. Barter related amounts were $190,885 and $354,103 during the six months ended June 30, 2015 and 2014.

Revenue is recognized at the point of sale, with no further obligations.

Derivatives - Warrant Liability

The Company accounts for the common stock warrants granted and still outstanding as of June 30, 2015 in connection with our 9% Convertible Notes in accordance with the guidance contained in ASC 815-40-15-7F, "Contracts in Entity's Own Equity". Under that provision the Warrants were determined to be ineligible for equity classification due to provisions that may result in an adjustment to their conversion or exercise prices via a down-round feature and must be recorded as a liability. Accordingly, the Company classifies the warrant instrument as a liability at its fair value and adjusts the instrument to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company's statements of operations. The fair value of the warrants issued by the Company in connection with the 9% Convertible Notes has been estimated using a Monte Carlo simulation.

The warrant derivative liability balance was $4,200,004 as of June 30, 2015.

During the three and six months ended June 30, 2015, the Company recognized a loss of $2,825,003 and $4,200,004, respectively, in the fair value of warrant related derivatives. Subsequent changes to the fair value of the derivative liabilities will continue to require adjustments to their carrying value that will be recorded as other income (in the event that their value decreases) or as other expense (in the event that their value increases). In general (all other factors being equal), the Company will record income when the market value of the Company's common stock decreases and will record expense when the value of the Company's stock increases. The Company's derivative liability has been measured at fair value at June 30, 2015 using a Monte-Carlo Simulation. Inputs into the model require estimates, including such items as estimated volatility of the Company's stock, estimated probabilities of additional financing, risk-free interest rate, dilution and the estimated life of the financial instruments being fair valued. In addition, since the conversion price contains an anti-dilution adjustment, the probability that the Conversion Price of the warrants would decrease as the share price decreased was also incorporated into the valuation calculation.

Derivatives - Bifurcated Conversion Option in Convertible Notes

The Company does not use derivative financial instruments to hedge exposures to cash-flow, market or foreign-currency risks. However, the Company has issued Convertible Notes with features that are either (i) not afforded equity classification, (ii) embody risks not clearly and closely related to host contracts, or (iii) may be net-cash settled by the counterparty. As required by ASC 815, Accounting for Derivative Financial Instruments and Hedging Activities, in certain instances, these instruments are required to be carried as derivative liabilities, at fair value, in our financial statements.

The convertible notes conversion derivative liability was $5,766,170 as of June 30, 2015.

The 9% Convertible Notes issued during the three and six months ended June 30, 2015 are subject to anti-dilution adjustments that allow for the reduction in the Conversion Price, as defined in the agreement, in the event the Company subsequently issues equity securities including Common Stock or any security convertible or exchangeable for shares of Common Stock for a price less than the current conversion price. The Company bifurcated and accounted for the conversion option in accordance with ASC 815 as a derivative liability, since this conversion feature is not considered to be indexed to the Company's own stock. The Company's derivative liability has been measured at fair value at June 30, 2015 using a Monte-Carlo Simulation.

Fair Value of Financial Instruments

We adopted ASC Topic 820 for financial instruments measured as fair value on a recurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include:

Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Disclosures about fair value of financial instruments, requires disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of June 30, 2015, the carrying amounts reported in the condensed consolidated balance sheets for cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, and other current assets and liabilities approximate fair value due to relatively short periods to maturity. The fair value of derivative liabilities is estimated using option pricing models that are based on the individual characteristics of our warrants, common stock, the derivative liability on the valuation date as well as assumptions for volatility, remaining expected life, risk-free interest rate and, in some cases, credit spread. The derivative liabilities are the only Level 3 fair value measures.

At June 30, 2015, the estimated Level 3 fair values of the liabilities measured on a recurring basis are as follows:

	Fair Value Measurements at June 30, 2015
	Carrying		(Level 1)		(Level 2)		(Level 3)
Assets	$	-	$	-	$	-	$	-

Total assets measured at fair value	$	-	$	-	$	-	$	-

Liabilities

Derivative liability – convertible notes	$	5,766,170	$	-	$	-	$	5,766,170
Derivative liability – warrants		4,200,004		-		-		4,200,004
Total liabilities measured at fair value	$	9,966,174	$	-	$	-	$	9,966,174

The following tables present the activity for Level 3 liabilities for the six months ended June 30, 2015:

Fair Value Measurements Using Level 3 Inputs

	Warrant Derivative Liability		Note Conversion Derivative Liability		Total
Balance – December 31, 2014	$	-	$	-	$	-
Additions during the period		3,239,932		4,382,817		7,622,749
Total (gain) or loss from change in fair value		960,072		1,383,353		2,343,425
Balance – June 30, 2015	$	4,200,004	$	5,766,170	$	9,966,174

Stock-Based Compensation

The Company accounts for all compensation related to stock, options or warrants using a fair value based method whereby compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. We use the Black-Scholes pricing model to calculate the fair value of options and warrants issued to both employees and non-employees. In calculating this fair value, there are certain assumptions that we use consisting of the expected life of the option, risk-free interest rate, dividend yield, volatility and forfeiture rate. The use of a different estimate for any one of these components could have a material impact on the amount of calculated compensation expense.

We periodically issue restricted common stock as compensation. Pursuant to ASC 505-50-30-6 issuances are valued using the market price of the stock or value of the services rendered on the date of the related agreement, whichever is more readily determinable.

Cost of Goods Sold

Cost of goods sold includes the cost of the creating services for editorial, creative services, advertising and delivery and in kind discounts and services. Cost for trade is recognized as incurred.

Shipping and handling costs

The Company classifies shipping and handling costs as part of Cost of sales in the Consolidated Statements of Operations.

Research and development costs

Research and development costs are expensed as incurred.

Fair Value of Financial Instruments

The carrying amounts reported in the condensed consolidated balance sheets for cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, and other current assets and liabilities approximate fair value due to relatively short periods to maturity. It is not practical to determine the fair value of our notes payable due to the complex terms. Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.

Income Taxes

The Company accounts for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credits and loss carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carry-forwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to amounts expected to be realized. The Company reports a liability for unrecognized tax benefits resulting from uncertain income tax positions, if any, taken or expected to be taken in an income tax return. Estimated interest and penalties are recorded as a component of interest expense or other expense, respectively.

Net Income (Loss) Per Share

The computation of basic earnings per share ("EPS") is based on the weighted average number of shares that were outstanding during the period, including shares of common stock that are issuable at the end of the reporting period. The computation of diluted EPS is based on the number of basic weighted-average shares outstanding plus the number of common shares that would be issued assuming the exercise of all potentially dilutive common shares outstanding using the treasury stock method. The computation of diluted net income per share does not assume conversion, exercise or contingent issuance of securities that would have an antidilutive effect on earnings per share. Therefore, when calculating EPS if the Company experienced a loss, there is no inclusion of dilutive securities as their inclusion in the EPS calculation is antidilutive. Furthermore, options and warrants will have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options or warrants (they are in the money).

Following is the computation of basic and diluted net loss per share for the three and six months ended June 30, 2015 and 2014:

	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
Basic and Diluted EPS Computation
Numerator:
Loss available to common stockholders'	$	(6,880,165	)	$	(6,389	)	$	(13,474,290	)	$	(27,598	)

Denominator:
Weighted average number of common shares outstanding		35,798,817			30,748,969			34,134,789			30,748,969

Basic and diluted EPS	$	(0.19	)	$	(0.00	)	$	(0.39	)	$	(0.00	)

The weighted average shares listed below were not included in the computation of diluted losses per share because to do so would have been antidilutive for the periods presented:

Convertible promissory notes	5,491,591	5,491,591
Common stock purchase warrants	6,050,002	6,050,002
Preferred stock	31,212,694	31,212,694

Recent Accounting Pronouncements

In February 2015, the FASB issued ASU 2015-02, "Amendments to the Consolidation Analysis", which amends the consolidation requirements in ASC 810 and significantly changes the consolidation analysis required under U.S. GAAP relating to whether or not to consolidate certain legal entities. Early adoption is permitted. The Company's effective date for adoption is January 1, 2016. The Company does not expect this accounting update to have a material effect on its consolidated financial statements in future periods, although that could change.

In January 2015, the FASB issued ASU 2015-01, "Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items", which eliminates the concept from U.S. GAAP the concept of an extraordinary item. Under the ASU, an entity will no longer (1) segregate an extraordinary item from the results of ordinary operations; (2) separately present an extraordinary item on its income statement, net of tax, after income from continuing operations; or (3) disclose income taxes and earnings-per-share data applicable to an extraordinary item. Early adoption is permitted. The Company's effective date for adoption is January 1, 2016. The Company does not expect this accounting update to have a material effect on its consolidated financial statements in future periods, although that could change.

We review new accounting standards as issued. Although some of these accounting standards issued or effective after the end of our previous fiscal year may be applicable to us, we have not identified any standards that we believe merit further discussion. We believe that none of the new standards will have a significant impact on our financial statements.

NOTE 4 – FIXED ASSETS

Fixed assets consisted of the following:

	June 30,			December 31,
	2015			2014
Office equipment	$	2,599		$	-
Furniture and fixtures		12,939			-
Total fixed assets		15,538			-
Accumulated depreciation		(50	)		-
Fixed assets, net	$	15,488		$	-

During the six months ended June 30, 2015 and 2014, the Company recognized $50 and $0, respectively, in depreciation expense.

NOTE 5 – DEBT

As of June 30, 2015, the Company had the following debt related balances:

	June 30, 2015			December 31, 2014
Current Debt
Convertible promissory notes	$	-		$	182,511	⁽³⁾
Convertible notes conversion derivative liability		5,766,170	⁽¹⁾
Warrant liability		4,200,004	⁽¹⁾
Promissory notes		-			364,727	⁽³⁾
Loan payable - related party		133,189	⁽²⁾		116,175	⁽²⁾
Due to related parties		169,200	⁽²⁾		195,575	⁽²⁾
Accrued interest		72,477	⁽¹⁾		140,900	⁽³⁾
Total current debt	$	10,341,040		$	999,888

Non Current Debt
Convertible promissory notes	$	1,575,000	⁽¹⁾	$	-
Debt discount	(1,415,882)		⁽¹⁾		-
Total non current debt		159,118			-
Total debt	$	10,500,158		$	999,888

⁽¹⁾Related to our financing of up to $2.5 million from the issuance of 9% convertible promissory notes and detachable warrants to various parties as described below under "Financing of up to $2.5 million".

⁽²⁾Non-interest bearing advances by related parties used to cover operations and overhead costs not covered by advertising revenues.

⁽³⁾Pre Merger debt as of December 31, 2014 that was settled in connection with the Merger by the issuance of 4 million shares of Series B Preferred stock.

Financing of up to $2.5 million

From March 2015, the Company has entered into certain securities purchase agreements (the "Agreements") with certain accredited investors (the "Investors"). Pursuant to the Agreements, the Company is conducting a private bridge note offering, up to $2,500,000, consisting of 9% Convertible Promissory Notes (the "9% Convertible Notes") which may be voluntarily converted into shares of the Company's common stock and four-year warrants (the "Company Warrant") to purchase shares of Company's common stock. The securities are sold as units, with each unit consisting of a 9% Convertible Note, in the principal amount of $50,000 and Company Warrant to purchase 166,667 shares of the common stock, pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act") and Rule 506 of Regulation D ("Regulation D") and/or Regulation S ("Regulation S") as promulgated under the Securities Act.

The 9% Convertible Notes are due in 18 months and include interest at the rate of 9% per annum, due semi-annually. The initial interest payment is due in advance in cash or common stock (at the discretion of the Company) at $0.30 per share. Subsequent interest payments are payable at the discretion of the Investors in cash or common stock, with stock valued based on the 10 day VWAP for 10 days before the applicable interest due date. In the event of default, the 9% Convertible Notes interest rate shall increase to the lesser of fifteen percent (15%) or the highest rate permissible by law. The 9% Convertible Notes are convertible into common stock, at the Investor's option, at a price of $0.30 per share or 85% of the price common stock is sold at the next equity or convertible debt financing with gross proceeds to the Company of no less than $1,000,000 (the "Subsequent Financing"). Upon default the conversion price shall be permanently reduced to the lesser of $0.25 per share or the 10 day VWAP then in effect on the date of default.

At no time may the 9% Convertible Notes be converted into shares of our common stock if such conversion would result in the Investors and its affiliates owning an aggregate of shares of our common stock in excess of 9.99% of the then outstanding shares of our common stock, provided such percentage may increase or decrease upon not less than 61 days prior written notice from the Investor.

The Company Warrant has a four year term and an exercise price equal to the lesser of: (i) $0.75 or (ii) 85% of the price of the common stock (or common stock equivalents, or conversion price of debt instruments sold in such offering) sold at the Subsequent Financing. The Company Warrant includes the same ownership limitation described above in connection with the Company Note. The Company Warrant includes cashless exercise rights.

In the offering through the issuance of 9% Convertible Notes, during the three and six months ended June 30, 2015, the Company raised $1,025,000 and $1,575,000, respectively, of principal and issued 2,633,337 and 5,000,005, respectively, of Company Warrants.

During the three and six months ended June 30, 2015, the Company recognized $46,266 and $72,477, respectively, of interest expense and $148,833 and $159,118, respectively, of debt discount accretion.

Derivative Liability related to the 9% Convertible Notes and Related Detachable Warrants

ASC Topic No. 815 - Derivatives and Hedging provides guidance on determining what types of instruments or embedded features in an instrument issued by a reporting entity can be considered indexed to its own stock for the purpose of evaluating the first criteria of the scope exception in the pronouncement on accounting for derivatives. These requirements can affect the accounting for warrants and convertible preferred instruments issued by the Company. As the conversion features within the 9% Convertible Notes, and detachable warrants issued in connection with the 9% Convertible Notes, do not have fixed settlement provisions because their conversion and exercise prices may be lowered if the Company issues securities at lower prices in the future, the Company concluded that the instruments are not indexed to the Company's stock and are to be treated as derivative liabilities. In determining the fair value of the derivative liabilities, the Company used a Monte Carlo simulation at June 30, 2015.

A summary of quantitative information with respect to valuation methodology and significant unobservable inputs used for the Company's 9% Convertible Notes and warrant liabilities that are categorized within Level 3 of the fair value hierarchy as of June 30, 2015 is as follows:

Common stock issuable upon conversion of notes	5,578,960
Common stock issuable upon exercise of warrants	5,000,005
Stock price	$1.42
Volatility (Annual)	60	%
Strike price	$0.75 warrants; $0.30 notes
Risk-free rate	1.70	%
Maturity date	4 years warrants; 1.5 years notes
Dividend yield	None

The following table sets forth, by level within the fair value hierarchy, the Company's derivative liabilities that were accounted for at fair value on a recurring basis as of June 30, 2015:

Balance at December 31, 2014

Initial valuation of derivative liabilities upon issuance of new securities during the period

Increase (decrease) in fair value of derivative liabilities

Fair value of derivatives upon reclass to additional paid-in capital

Balance at June 30, 2015

Warrants derivative liability

$ -

$ 4,382,817

$ 1,383,353

$ -

$ 5,766,170

Convertible note conversion derivative liability

-

3,239,932

960,072

-

4,200,004

Total

$ -

$ 7,622,749

$ 2,343,425

$ -

$ 9,966,174

NOTE 6 – Stockholder's Equity

Preferred and Common Stock

As of June 30, 2015 and December 31, 2014, there were 37,798,153 and 1,502,477 shares of common stock outstanding, respectively. As of June 30, 2015 there were 27,212,694 shares of Series A Preferred Stock and 4,000,000 shares of Series B Preferred Stock outstanding. No preferred stock was outstanding as of December 31, 2014. All share and per share amounts have been retrospectively restated to reflect the one-for-thirty reverse stock split effected January 16, 2015.

During the six months ended June 30, 2015, the Company issued preferred stock and common stock as follows:

	·	Issued 30,748,969 shares of restricted common stock, 27,212,694 shares of Series A Preferred Stock and 4,000,000 shares of Series B Preferred Stock to purchase MMP, LLC in a share exchange for 100% of the Member interests in MMP, LLC accounted for under ASC 805-40, "Reverse Acquisitions".

	·	Issued 1,294,457 shares of restricted common stock and recognized $1,153,240 of stock compensation expense in exchange for services valued at the fair value of services performed or the closing price of our stock on the date of issuance.

	·	Issued 2,252,250 shares of restricted common stock to Alan Beck for the purchase of 100% of common stock issued and outstanding of FUNMAP, See "NOTE 7 – BUSINESS COMBINATIONS, Columbia Funmap, Inc. Acquisition" below for more information.

	·	Issued 2,000,000 shares of restricted common stock pursuant to the Asset Purchase Agreement between the Company and RND Enterprises, Inc.See "NOTE 7 – BUSINESS COMBINATIONS, RND Enterprises, Inc. Asset Purchase"

Each share of Series A Preferred shall: (i) have a par value of $0.001 per share, (ii) rank on parity with the Company's common stock and any class of series of capital stock hereafter created, and (iii) be convertible into one share of common stock at the option of the holder until January 1, 2017 after which the right to convert to common stock ceases. Holders of the Series A Preferred are entitled to vote on all matters submitted to the Company's stockholders and are entitled to such number of votes as is equal to the number of shares of Series A Preferred stock such holder owns. The holders of Series A Preferred stock are not entitled to any dividends declared by the Company nor do such holders have any liquidation preferences or any other asset distribution rights as it relates to the Company.

Each share of Series B Preferred shall: (i) have a par value of $0.001 per share, (ii) rank on parity with the Company's common stock and any class of series of capital stock hereafter created, but not higher than the Series A Convertible Preferred Stock, and (iii) be convertible into one share of common stock at the option of the holder until January 1, 2017 after which the right to convert to common stock ceases. Holders of the Series B Preferred have no voting rights, are not entitled to any dividends declared by the Company or have any liquidation preferences or any other asset distribution rights as it relates to the Company.

Common Stock Warrants

Each of the Company's warrants outstanding entitles the holder to purchase one share of the Company's common stock for each warrant share held. A summary of the Company's warrants outstanding and exercisable as of June 30, 2015 and December 31, 2014 is as follows:

	Number of Warrants as of
Warrant Number	March 31, 2015		December 31, 2014		Exercise Price		Date of Issuance	Expiration Date
1-21,27(1)		5,250,002		-	$	0.75	2015	2019
22-26(3)		800,000		-	$	0.75	April 15, 2015	March 20, 2019
Total		6,050,002		-

⁽¹⁾Issued to various parties pursuant to the securities purchase agreement and 9% Convertible Notes. These warrants are accounted for at fair value and remeasured at each reporting period, See "NOTE 5 – DEBT" for more information.

⁽²⁾Issued pursuant to prior financings with fixed conversion price, no down-round protection and included in equity.

NOTE 7 – Merger

On January 9, 2015, Multimedia Platforms, Inc. (formerly Sports Media Entertainment Corp.) (the "Company", "Registrant" and "Legal Acquirer") entered into a Share Exchange Agreement (the "Merger"), between and among the Company and Multimedia Platforms, LLC, a Florida Limited Liability Corporation ("Accounting Acquirer"), all the members of MMP LLC (the "Members"), Harrison Holdings, LLC and Amalfi Coast Capital (collectively, the "Debt Holders"). Pursuant to the Merger, the Registrant was (i) to issue to the Debt Holders a total of 4,000,000 shares of Series B Convertible Preferred stock in exchange for all the indebtedness of the Company totaling approximately $688,138 as of December 31, 2014; issue (ii) 21,320,832 shares of restricted common stock and (iii) 34,390,199 shares of Series A Convertible Preferred stock (collectively, the "Merger Shares") to the Members in exchange for 100% of the Members interest in MMP LLC. The Merger Shares were adjusted such that 30,748,969 shares of restricted common stock, 27,212,694 shares of Series A Convertible Preferred stock and 4,000,000 shares of Series B Convertible Preferred stock were ultimately issued. The share issuances represent approximately 97.6% of the total issued and outstanding shares of preferred and common stock of the Registrant post-closing. As a result, the Company (i) became the 100% parent of MMP LLC; (ii) assumed the operations of MMP LLC; (iii) changed its name from Sports Media Entertainment Corp. to Multimedia Platforms, Inc.; and (iv) experienced a change in control.

The terms and conditions of the Merger give rise to reverse merger accounting whereby MMP LLC is deemed the acquirer for accounting purposes. Consequently, the assets and liabilities and the historical operations of MMP LLC prior to the Merger are reflected in the financial statements and have been recorded at the historical cost basis of MMP LLC. Our financial statements include the assets and liabilities of both the Company and MMP LLC. The Merger was accounted for under recapitalization accounting whereby the equity of MMP LLC is presented as the equity of the combined enterprise and the capital account of MMP LLC is adjusted to reflect the par value of the outstanding stock of the Legal Acquirer after giving effect to the number of shares issued in the Merger (27,212,694 Series A Preferred, 4,000,000 Series B Preferred and 30,748,969 restricted common shares). Shares retained by the Legal Acquirer (1,502,477 common shares) are reflected as an issuance as of the reverse merger date (February 2, 2015) for the historical amount of the net liabilities of the Company.

NOTE 8 – BUSINESS COMBINATIONS

Columbia Funmap, Inc. Acquisition

The Company accounted for the purchase using the acquisition method of accounting which requires, among other things, that assets acquired and liabilities assumed be recognized at their estimated fair values as of the acquisition date. Estimates of fair value included in the consolidated financial statements, in conformity with ASC No. 820, "Fair Value Measurements and Disclosures" ("ASC 820"), represent the Company's best estimates using industry data and trends and by reference to relevant market rates and transactions. The following estimates and assumptions are inherently subject to significant uncertainties and contingencies beyond the control of the Company. Accordingly, the Company cannot provide assurance that the estimates, assumptions, and values reflected in the valuations will be realized, and actual results could vary materially.

Any changes to the initial estimates of the fair value of the assets and liabilities will be recorded as adjustments to those assets and liabilities and residual amounts will be allocated to goodwill. In accordance with ASC 805, if additional information is obtained about these assets and liabilities within the measurement period (not to exceed one year from the date of acquisition), the Company will refine its estimates of fair value to allocate the purchase price more accurately.

On February 27, 2015, the Company entered into a Securities Purchase Agreement with, Columbia Funmap, Inc., a New Jersey Corporation, and Alan H. Beck, the President of FUNMAP for the purchase of 100% of common stock issued and outstanding of FUNMAP. The closing of the Securities Purchase Agreement occurred on February 27, 2015. The acquisition of FUNMAP will allow the Company to gain a distribution foothold in 35 metropolitan areas in North America and acquire control of a respected and vital travel tool for GLBT travelers, including the website www.gayosphere.com.

The table below summarizes the preliminary estimates of fair value of the FUNMAP assets acquired and liabilities assumed as of the acquisition date. The net enterprise value of FUNMAP was valued at $3,479,834 which represented both the restricted common stock and notes issued by the Company for its 100% interest. Upon closing, the final purchase price consisted of the assumption of $93,968 of liabilities, issuance of 2,160,000 shares of restricted common stock to Mr. Beck, repayment of related party debt of $87,888 by issuing 92,250 shares of restricted common stock to Mr. Beck, and note to Mr. Beck totaling $10,000. Additionally, the Company entered into a consulting agreement with Mr. Beck under which Mr. Beck will act as a national sales manager. The agreement has a term of 36 months, provides compensation of $5,000 per month plus 15% of cash collected for print sales sold directly by Consultant; plus a 3% override on print sales of FunMaps™; plus 20% of collected online sales made by Consultant, personally.

The preliminary purchase price allocation is as follows:

Net tangible assets acquired and liabilities assumed:
Cash and cash equivalents	$	17,240
Accounts receivable		64,382
Accounts payable		(22,193	)
Loans		(3,000	)
Credit cards		(6,830	)
Line of credit		(61,945	)
Subtotal Funmap net liabilities assumed		(12,346	)
Amount of purchase price allocated to goodwill		3,479,834
Net assets acquired	$	3,467,488

Consideration paid:
2,160,000 shares of common stock	$	3,369,600	⁽¹⁾
92,250 shares of common stock issued for related party loans		87,888
Issuance of note		10,000
Total consideration	$	3,467,488

1) The fair value of the 2,160,000 ordinary shares issued as part of the consideration paid for FUNMAP was determined on the basis of our stock price.

RND Enterprises Inc. Asset Purchase

On June 17, 2015, the Company entered into an asset purchase agreement (the "Asset Purchase Agreement") with RND Enterprises, Inc. ("RND"), pursuant to which the Company purchased substantially all of the assets of RND from its sole shareholder Mr. David Moyal, for a purchase price of $1,000,000, consisting of $200,000 in cash and $800,000 in shares of common stock. Immediately prior to the transaction, the 5% shareholder of RND transferred all his interests in RND to Mr. Moyal for nominal amount. In consideration, the Company agreed to pay to the minority shareholder $30,000 in cash and issue 750,000 shares of common stock valued at $0.40 per share. In aggregate, the Company completed the acquisition transaction for an amount equal to $1,330,000, consisting of $230,000 in cash payable at closing and $1,100,000 in the restricted shares of the Company's common stock, valued at $0.40 per share for a total of 2,750,000 shares. The transaction was closed on June 17, 2015. 750,000 shares of common stock valued at $300,000 were unissued as of June 30, 2015. RND is engaged in the business of publishing an LGBT culture magazine known as Next Magazine.

The Company accounted for the purchase using the acquisition method of accounting which requires, among other things, that assets acquired and liabilities assumed be recognized at their estimated fair values as of the acquisition date. Estimates of fair value included in the consolidated financial statements, in conformity with ASC 820, represent the Company's best estimates using industry data and trends and by reference to relevant market rates and transactions. The following estimates and assumptions are inherently subject to significant uncertainties and contingencies beyond the control of the Company. Accordingly, the Company cannot provide assurance that the estimates, assumptions, and values reflected in the valuations will be realized, and actual results could vary materially.

The table below summarizes the preliminary estimates of fair value of the RND assets acquired and liabilities assumed as of the acquisition date. The net enterprise value of the net assets purchased was valued at $1,330,000 which represented both the cash paid and restricted common stock issued by the Company.

The preliminary purchase price allocation is as follows:

Net tangible assets acquired and liabilities assumed:
Assets	$	-
Liabilities		-
Amount of purchase price allocated to intangibles		1,330,000
Net assets acquired	$	1,330,000

Consideration paid:
2,750,000 shares of common stock	$	1,100,000
Cash at closing		230,000
Total consideration	$	1,330,000

1) The fair value of the 2,750,000 common stock issued as part of the consideration paid was determined to be $0.40 per share which is consistent with the price paid per share of $0.30 included in our 9% Convertible Promissory Notes.

Pro Forma Adjusted Summary

The results of operations for FUMNAP and RND have been included in the condensed consolidated financial statements subsequent to their acquisition dates. The Company determined that the results of operation for RND for the period June 18, 2015 — June 30, 2015 were immaterial and therefore did not include RND's results of operations in the condensed consolidated statements of operations for the three and six months ended June 30, 2015. Under the acquisition method of accounting, the total purchase price was allocated to the tangible and intangible assets acquired on the basis of their respective estimated fair values at the dates of acquisition. The valuation of the identifiable intangible assets and their useful lives acquired reflects management's estimates.

The following schedule presents unaudited consolidated pro forma results of operations data as if the acquisitions had occurred on January 1, 2014. This information does not purport to be indicative of the actual results that would have occurred if the acquisition had actually been completed on the date indicated, nor is it necessarily indicative of the future operating results or the financial position of the combined company:

	Three Months Ended June 30,
	2015			2014
Net revenue	$	232,441		$	517,182
Gross profit		70,482			318,191
Operating costs		(694,364	)		(336,772	)
Stock compensation		(181,190	)		-
Interest expense		(195,099	)		-
Change in fair value of derivative liabilities		(5,760,712	)
Net income (loss)	$	(6,760,883	)	$	(18,581	)

	Six Months Ended June 30,
	2015			2014
Net revenue	$	445,305		$	1,051,074
Gross profit		172,921			636,042
Operating costs		(1,081,808	)		(706,608	)
Stock compensation		(1,153,240	)		-
Goodwill impairment		(2,729,834	)		-
Interest expense		(231,595	)		-
Change in fair value of derivative liabilities		(8,391,174	)
Net (loss)	$	(13,414,730	)	$	(70,566	)

All expenditures incurred in connection with the acquisitions were expensed and are included in selling, general and administrative expenses. The Company recorded revenue of $53,137 and $89,237 and net loss of $56,228 and $54,923 from FUNMAP for the three and six months ended June 30, 2015, respectively. The Company impaired $2,729,834 of goodwill related to the FUNMAP purchase, See "NOTE 8 – GOODWILL" for additional information.

NOTE 9 – GOODWILL

The carrying amount of goodwill as of June 30, 2015 is as follows:

	Amount
Goodwill	$	3,479,834
Accumulated impairment		(2,729,834	)
Balance	$	750,000

In accordance with FASB ASC 350, "Intangibles – Goodwill and Other," we perform goodwill impairment testing at least annually, unless indicators of impairment exist in interim periods. The impairment test for goodwill uses a two-step approach. Step one compares the estimated fair value of a reporting unit with goodwill to its carrying value. If the carrying value exceeds the estimated fair value, step two must be performed. Step two compares the carrying value of the reporting unit to the fair value of all of the assets and liabilities of the reporting unit (including any unrecognized intangibles) as if the reporting unit was acquired in a business combination. If the carrying amount of a reporting unit's goodwill exceeds the implied fair value of its goodwill, an impairment loss is recognized in an amount equal to the excess.

For purposes of reviewing impairment and the recoverability of goodwill, we must make various assumptions regarding estimated future cash flows and other factors in determining the fair values of the reporting unit. We perform an annual impairment review at the end of each fiscal year.

On March 31, 2015, we performed a goodwill impairment test and estimated the fair value of our reporting unit based on the income approach (also known as the discounted cash flow ("DCF") method, which utilizes the present value of cash flows to estimate fair value). The future cash flows for our FUNMAP reporting unit was projected based on our estimates of future revenues, operating income and other factors (such as working capital and capital expenditures). The discount rates used in our DCF method were based on a weighted-average cost of capital ("WACC") determined from relevant market comparisons, adjusted upward for specific reporting unit risks (primarily the uncertainty of achieving projected operating cash flows). A terminal value growth rate was applied to the final year of the projected period and reflected our estimate of stable, perpetual growth. We then calculated a present value of the cash flows for the reporting unit to arrive at an estimate of fair value under the income approach and then used the market approach to corroborate this value. We determined that the carry value of goodwill exceeded the fair value under the income and market approach. As a result we impaired $2,729,834 as of June 30, 2015 based on the income approach.

NOTE 10 – Subsequent Events

From July 1, 2015 through August 13, 2015, the Company issued 300,000 shares of restricted common stock and recorded $90,000 in stock compensation expense in exchange for services valued at the fair value of services performed. The shares were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933.

On July 9, 2015, the holder of the Company's Series A Preferred stock converted 9,212,699 shares of Series A Preferred stock into 9,212,699 shares of common stock.

The company issued three 9% Convertible Promissory Notes, including 666,670 stock purchase warrants in exchange for $200,000.

The remaining 750,000 shares of common stock to be issued pursuant to the RND asset purchase were issued.

On July 29, 2015, the Company issued 1.5 million common stock purchase warrants to Patrick Kolenik, pursuant to a consulting agreement. The consulting agreement has a term of 24 months with compensation in the form of 1.5 million warrants.

On July 29, 2015, the Company issued 1.5 million common stock purchase warrants Carry W Sucoff pursuant to a consulting agreement dated June 22, 2015. The consulting agreement has a term of 24 months with compensation in the form of 1.5 million warrants.

Both warrants contain identical terms including Piggyback registration rights, cashless exercise, 5 year life, $0.30 exercise price and shares of warrant stock cannot be sold prior to February 1, 2016 unless any of the shares owned or controlled by Robert Blair or TBG Holdings, or any of their affiliates, are sold, or are included in a registration statement for resale during that period. The fair value of the warrants was $0.274. The fair value of the warrants was calculated using the Black-Scholes option pricing model and the following assumptions: market price of common stock - $.30 per share; estimated volatility - 152%; risk free interest rate - 1.62%; expected dividend rate - 0% and expected life - 5 years. The resulting total compensation expense of $822,000 will be recognized ratably over the 24 month consulting term.

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

This quarterly report contains forward-looking statements including statements regarding our expectations, beliefs, intentions or future strategies that are signified by the words "expects," "anticipates," "intends," "believes" or similar language. These forward-looking statements involve risks, uncertainties and other factors. All forward-looking statements included in this quarterly report are based on information available to us on the date hereof and speak only as of the date hereof. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. The factors discussed elsewhere in this quarterly report are among those factors that in some cases have affected our results and could cause the actual results to differ materially from those projected in the forward-looking statements.

The following discussion should be read in conjunction with our condensed consolidated financial statements and related notes included elsewhere in this quarterly report.

Overview

Through the Merger with Multimedia Platforms, LLC, acquisition of Columbia Funmap, Inc., and asset purchase of RND Enterprises, Inc.'s Next Magazine, the Company has transformed its operations to become an industry-leading multimedia technology and publishing company that integrates print media with social media, and related online platforms, to deliver information and advertising to niche markets. The Company teams utilize its proven business model to deliver niche publications and online platforms that target one of the most sought-after demographics in the world, the Lesbian, Gay, Bisexual and Transgender population ("LGBT"). The Company has recently expanded its concept to include video and mobile applications reaching deep into the international LGBT community. The Company's top brands include The Agenda, a Florida-based weekly LGBT newspaper covering world, national and local news and events, Guy Magazine, a weekly entertainment and lifestyle full-color publication covering the burgeoning South Florida LGBT marketplace and Next Magazine, a weekly comprehensive lifestyle resource for all gay New Yorkers since 1993. The Company's plan to interweave print, web and mobile delivery of the highest quality news and entertainment information via a variety of platforms crosses all cultural, generational and preferred modality barriers to reach an unprecedented audience.

Products and Services

The Company has developed an advanced social media platform, The Global Agenda Network, where advertisers' social media platforms, like Facebook, Twitter, etc., are connected to an App and web portal where social media response pages respond in real time – allowing for the consumer and business to have a real-time relationship with information and content 24/7. By harnessing the power of individuals, their businesses & their relationships by merging print & social media through technology, The Company has created a diverse channel for business owners from all over the world to interact and sell their products and services to an ever-growing family of interconnected loyal readers and viewers.

Business Strategy

The Company is initially targeting the LGBT (Lesbian, Gay, Bisexual, Transgender population) as a multimedia company. The Company will position its trusted technology as a leader in the LGBT community to deliver advertisers' messages and cutting-edge content worldwide to the company's readers and viewers through multiple delivery systems, which include but are not limited to websites, mobile applications, entertainment magazines and newspapers. Growth will be achieved through strategic acquisitions and joint ventures in targeted markets. The Company has identified several targeted acquisitions that will add new markets, advertisers and revenues. The willingness for existing publications to sell or JV is based in part on the rise of online only publications and also on the print media's general failure to successfully transition to a print/online hybrid revenue model. The Company has done both and created a flexible online social media sharing platform that can easily be adapted to other publications.

Our Industry

The Global lesbian, gay, bisexual and transgender (LGBT) population is estimated to be more than 400 million, with a purchasing power estimated at $3 trillion. LGBT buying power is diverse in ethnicity and socioeconomic status, and are an incredibly loyal constituency. Based on a diverse range of LGBT population estimates and more than a hundred online population samples conducted by expert research partners at Harris Interactive over the twelve years, the 2013 analysis estimates approximately 6 to 7% of the adult U.S. population as willing to self-identify as lesbian, gay, bisexual and/or transgender, or between 15-16 million adults, a figure that has risen slowly year after year. The overall United States LGBT community is projected to have a purchasing power of $850 Billon.

Competition

In our market niche, we are unique in being the only publicly traded media conglomerate. Other LBGT media companies are not considered to be competition but rather acquisition targets.

Results of Operations

Three and Six Months Ended June 30, 2015 Compared With the Three and Six Months Ended June 30, 2014.

Revenue

During the three months ended June 30, 2015, net revenue increased $77,605 or 50.1% to $232,441 compared to $154,836 during the three months ended June 30, 2014. During the six months ended June 30, 2015, net revenue increased $121,158 or 40.2% to $422,526 compared to $301,368 during the six months ended June 30, 2014. Revenue increased during the three and six months ended June 30, 2015 compared to the same period of the prior year due to expanded circulation and increased sales efforts and the inclusion of FUNMAP revenues from March 1 – June 30, 2015 of $89,237.

Cost of Sales and Gross Profit

During the three months ended June 30, 2015, cost of sales increased $98,211 to $161,959 compared to $63,748 during the three months ended June 30, 2014. During the six months ended June 30, 2015, cost of sales increased $138,983 to $262,384 compared to $123,401 during the six months ended June 30, 2014. Gross profit during the three months ended June 30, 2015 was $70,482 with a gross margin of 30.3% compared to $91,088 and 58.8% gross margin during the three months ended June 30, 2014. Gross profit during the six months ended June 30, 2015 was $160,142 with a gross margin of 37.9% compared to $177,967 and 59.1% gross margin during the six months ended June 30, 2014. Gross margins decreased due to increased circulation and the expansion into the central Florida market. The expansion is currently outpacing the sales gains but this trend is expected to reverse in future quarters.

Operating Expenses

A summary of our operating expense for the three and six months ended June 30, 2015 and 2014 follows:

	Three Months Ended June 30,				Increase /
	2015		2014		(Decrease)
Operating expense
General and administrative		618,760		58,763	$	559,997
Sales and marketing		194,886		38,714		156,172
Stock compensation		181,190		-		181,190
Total operating expense	$	994,836	$	97,477	$	897,359

	Six Months Ended June 30,				Increase /
	2015		2014		(Decrease)
Operating expense
General and administrative		831,626		126,013	$	705,613
Sales and marketing		296,963		79,552		217,411
Stock compensation		1,153,240		-		1,153,240
Goodwill impairment		2,729,834		-		2,729,834
Total operating expense	$	5,011,663	$	205,565	$	4,806,098

General and administrative ("G&A") costs include costs related to personnel, professional fees, travel and entertainment, public company costs, insurance and other office related costs and exclude stock compensation costs. G&A costs increased by $559,997 to $618,760 during the three months ended June 30, 2015 compared to $58,763 during the three months ended June 30, 2014. G&A costs increased by $705,613 to $831,626 during the six months ended June 30, 2015 compared to $126,013 during the six months ended June 30, 2014. G&A costs increased due to increases in professional fees, outside services, personnel and travel as a result of the recent Merger and increased efforts to position the Company for future growth. Additionally, G&A costs increased in 2015 due to FUNMAP operations which costs that were absent in 2014.

Sales and marketing ("S&M") costs include costs to promote and sell our products and exclude stock compensation costs. S&M costs increased by $156,172 to $194,886 during the three months ended June 30, 2015 compared to $38,714 during the three months ended June 30, 2014. S&M costs increased by $217,411 to $296,963 during the six months ended June 30, 2015 compared to $79,552 during the six months ended June 30, 2014. S&M costs increased during 2015 primarily due to the build out of our website, increased public relations efforts and higher delivery and distribution costs resulting from increased volume.

Stock compensation increased as a result of the issuance of 1,294,457 shares of restricted common stock in exchange for services during the six months ended June 30, 2015.

During the six months ended June 30, 2015, pursuant to current GAAP guidelines, the Company recorded $3,479,834 of goodwill related to the Acquisition of FUNMAP. The Company performed goodwill impairment testing related to FUNMAP resulting in the impairment of $2,729,834 of goodwill resulting in a goodwill balance of $750,000 as of June 30, 2015.

Other Income (Expense)

Other income and expense was $5,955,811 and $8,622,769 for the three and six months ended June 30, 2015, respectively, compared to $0 during the three and six months ended June 30, 2014, respectively. All the elements of other expense are related to our 9% convertible promissory notes and detachable warrants, including $46,266 and 72,477 of interest expense, $148,833 and $159,118 of accretion due to the debt discount and $5,760,712 and $8,391,174 related to the fair value of the notes conversion derivative liability and warrants derivative liability during the three and six months ended June 30, 2015, respectively.

Liquidity and Capital Resources

Our available working capital and capital requirements will depend upon numerous factors, including our ability to make accretive acquisitions and timely integration, increase demand for advertisers, to establish collaborative arrangements with other organizations, and our ability to attract and retain key employees.

Through June 30, 2015, we have incurred an accumulated deficit of $13,844,406. This loss has been incurred through a combination of goodwill impairment of $2,729,834, stock compensation expense of $1,153,240, fair value of derivative liabilities of $8,391,174, and professional fees and expenses supporting our plans to develop and brand our business.

At June 30, 2015, the Company had current assets of $549,355 compared to current liabilities of $10,532,676. During the six months ended June 30, 2015, the Company recognized net revenue of $422,526 and an operating loss adjusted to exclude the effects of stock compensation expense, goodwill impairment and depreciation of $968,397. The Company has incurred losses since inception and may not be able to generate sufficient net revenue from its business in the future to achieve or sustain profitability. To finance our operations, we are currently pursuing additional funds through equity or debt financing or a combination thereof. The Company currently has no commitments to obtain any such financing, and there can be no assurance that financing will be available in amounts or on terms acceptable to the Company, if at all.

Net cash used by operating activities was $915,690 during the six months ended June 30, 2015 as compared to $0 during the six months ended June 30, 2014.

Net cash used by investing activities was $196,330 during the six months ended June 30, 2015 as compared to $0 during the six months ended June 30, 2014.

Net cash provided by financing activities was $1,569,848 during the six months ended June 30, 2015 as compared to $0 during the six months ended June 30, 2014.

Critical Accounting Estimates

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires us to make judgments, assumptions and estimates that have a significant impact on the results that we report in our consolidated financial statements. Some of our accounting policies require us to make difficult and subjective judgments, often as a result of the need to make estimates regarding matters that are inherently uncertain. Note 2 of the Notes to the Condensed Consolidated Financial Statements describes the significant accounting policies used in the preparation of the financial statements. Certain of these significant accounting policies require us to make critical accounting estimates, as defined below.

A critical accounting estimate is defined as one that is both material to the presentation of our financial statements and requires management to make difficult, subjective or complex judgments that could have a material effect on our financial condition and results of operations. Specifically, critical accounting estimates have the following attributes:

	·	we are required to make assumptions about matters that are highly uncertain at the time of the estimate; and
	·	different estimates we could reasonably have used, or changes in the estimate that are reasonably likely to occur, would have a material effect on our financial condition or results of operations.

Estimates and assumptions about future events and their effects cannot be determined with certainty. We base our estimates on historical experience and on various other assumptions believed to be applicable and reasonable under the circumstances. These estimates may change as new events occur, as additional information is obtained and as our operating environment changes. These changes have historically been minor and have been included in the consolidated financial statements as soon as they became known. Based on a critical assessment of our accounting policies and the underlying judgments and uncertainties affecting the application of those policies, management believes that our financial statements are fairly stated in accordance with accounting principles generally accepted in the United States, and present a meaningful presentation of our financial condition and results of operations.

Our most critical accounting estimates include:

	·	the assessment of recoverability of goodwill which impacts operating expenses when we record impairments; and
	·	the recognition and measurement of current and deferred income taxes, which impact our provision for taxes.

Below, we discuss these policies further, as well as the estimates and judgments involved.

Goodwill

Goodwill is no longer amortized, but evaluated for impairment annually, or immediately if conditions indicate that impairment could exist. Goodwill represents the excess of the purchase price over the fair value of current financial assets, property and equipment, and separately reportable intangible assets. The tangible assets, intangible assets, and goodwill acquired are then assigned to reporting units. Goodwill is then tested for impairment at least annually for each reporting unit. Step one of the goodwill impairment test involves comparing the fair value of the reporting unit to its carrying value. If the fair value exceeds the carrying value, no further testing is required. If the carrying value exceeds the fair value, a step two test must be performed. Step two includes estimating the fair value of all tangible and intangible assets for the reporting unit. The fair value of goodwill is then estimated by subtracting the fair value of tangible and intangible assets from the fair value of the reporting unit total assets determined in step one. The goodwill impairment is the excess of the recorded goodwill over the estimated fair value of goodwill.

We acknowledge the uncertainty surrounding the key assumptions that drive the estimated fair value. Any material negative change in the fundamental outlook of our business, our industry or the capital market environment could cause the reporting unit to fail step one. Accordingly, we will be monitoring events and circumstances each quarter (prior to the annual testing date) to determine whether an additional goodwill impairment test should be performed.

Income Taxes

Provisions for income taxes are based on taxes payable or refundable for the current period and deferred taxes on temporary differences between the amount of taxable income and pretax financial income and between the tax bases of assets and liabilities and their reported amounts in the financial statements. Deferred tax assets and liabilities are included in the financial statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled.

When accounting for Uncertainty in Income Taxes, first, the tax position is evaluated to determine the likelihood that it will be sustained upon external examination. If the tax position is deemed "more-likely-than-not" to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50 percent likelihood of being realized upon ultimate settlement. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company's utilization of U.S. Federal net operating losses will be limited in accordance to Section 381 rules. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

Off-Balance Sheet Arrangements

We have no material off-balance sheet transactions.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

The Company's Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, (the "Exchange Act")) as of June 30, 2015. Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed by the Company in its reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and include, without limitation, controls and procedures designed to ensure that information that the Company is required to disclose in such reports is accumulated and communicated to management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures. Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of June 30, 2015, the Company's internal controls and procedures were not effective, due to the material weaknesses in internal controls over financial reporting described below.

Internal Controls over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projection of any evaluation of effectiveness to future periods is subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Based on the evaluation and the identification of the material weakness in internal control over financial reporting described below, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of June 30, 2015, the Company's disclosure controls and procedures were not effective.

A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. In connection with management's assessment of our internal control over financial reporting, we identified the following material weaknesses in our internal control over financial reporting as of June 30, 2015:

A material weakness in the Company's internal control over financial reporting exists in that there is limited segregation of duties amongst the Company's employees with respect to the Company's preparation and review of the Company's financial statements. This material weakness is a result of the Company's limited number of employees. This material weakness may affect management's ability to effectively review and analyze elements of the financial statement closing process and prepare financial statements in accordance with U.S. GAAP.

Restatement of Previously Issued Financial Statements

As discussed above in the Explanatory Note, during the preparation of our fiscal quarter ended September 30, 2015 financial statements, the Company discovered an error in the application of accounting guidance related to our convertible notes and detachable warrants that were issued starting in March 2015. Specifically, the Company measured and recorded the beneficial conversion feature and detachable warrants pursuant to ASC 470-20, Debt with Conversion and Other Options which limits the amount of discount recognized to the face amount of the convertible notes and classifies the warrants and beneficial conversion feature discounts to equity. However, during the preparation of our fiscal quarter ended September 30, 2015 financial statements, it came to our attention that as a result of the down-round feature contained in our convertible notes and warrants, equity treatment was improper and that fair value accounting of the derivative embedded in the convertible notes and fair value of the warrants needed to be measured at each reporting period with changes in value recorded to the statement of operations. The reclassification of the originally recorded debt discount from equity to liabilities and changes in the value of the warrants and convertible notes conversion derivative liability resulted in changes to the Company's financial statements, which warranted restatement of the Company's Quarterly Reports on Form 10-Q for the fiscal quarter ended June 30, 2015.

As a result of the restatement described in this restated Quarterly Report on Form 10-Q/A, the Company's Chief Executive Officer and Chief Financial Officer, with the assistance of other members of management and outside consultants, re-evaluated the effectiveness of the Company's internal controls over financial reporting as of June 30, 2015 in accordance with the assessment and testing procedures described above. Based on this re-evaluation, and because the impact of the errors on the Company's quarterly financial statements for the fiscal quarter ended June 30, 2015 described in the Explanatory Note to this Amended Report was sufficiently material to warrant restatement of the Company's Quarterly Reports on Form 10-Q, we have determined that the following additional material weakness in internal controls over financial reporting existed as of June 30, 2015:

We did not maintain effective controls to provide reasonable assurance that our convertible notes conversion derivative liability and warrant liability was being accounted for correctly during the fiscal quarter ended June 30, 2015. This material weakness resulted in errors in our financial statements and related disclosures, including inaccuracies in previously unreported fair value of convertible notes derivative liability and warrant liability, net gain/loss and total shareholders' equity.

Because of the material weaknesses described above, management has concluded that we did not maintain effective internal control over financial reporting as of June 30, 2015, based on the Internal Control—Integrated Framework issued by COSO (2013).

Remediation Efforts

We plan to make necessary changes and improvements to the overall design of our control environment to address the material weaknesses in internal control over financial reporting described above. In particular, we expect to hire additional staff to assist with complex accounting issues such as convertible securities. Additionally, we will perform an analysis of all automated and manual procedures to strengthen the effectiveness of our segregation of duties.

Management believes through the implementation various control environment improvements, we will significantly improve our internal controls, the completeness and accuracy of underlying accounting data and the timeliness with which we are able to close our books. Management is committed to continuing efforts aimed at fully achieving an operationally effective control environment and timely filing of regulatory required financial information. The remediation efforts noted above are subject to our internal control assessment, testing, and evaluation processes. While these efforts continue, we will rely on additional substantive procedures and other measures as needed to assist us with meeting the objectives otherwise fulfilled by an effective control environment.

Changes in Internal Control over Financial Reporting

Other than those described above, management has determined that there were no changes in the Company's internal controls over financial reporting during the fiscal quarter ended June 30, 2015 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II -- OTHER INFORMATION

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

All funds received from the sale of our shares were used for working capital purposes. All shares bear a legend restricting their disposition. The foregoing securities may not be offered or sold in the United States unless registered under the Act, or pursuant to an exemption from registration.

The shares were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"). Each investor took his securities for investment purposes without a view to distribution and had access to information concerning us and our business prospects, as required by the Securities Act. In addition, there was no general solicitation or advertising for the purchase of our shares. Our securities were sold only to accredited and sophisticated investors, as defined in the Securities Act with whom we had a direct personal preexisting relationship, and after a thorough discussion. Finally, our stock transfer agent has been instructed not to transfer any of such shares, unless such shares are registered for resale or there is an exemption with respect to their transfer.

Each purchaser was provided with access to our filings with the United States Securities and Exchange Commission, including the following:

Our annual report to stockholders for the most recent fiscal year, and, if requested by the purchaser in writing, a copy of our most recent Form 10-K under the Exchange Act of 1934, as amended (the "Exchange Act").
The information contained in an annual report on Form 10-K under the Exchange Act.
The information contained in any reports or documents required to be filed by the Company under sections 13(a), 14(a), 14(c), and 15(d) of the Exchange Act since the distribution or filing of the reports specified above.
A brief description of the securities being offered, the use of the proceeds from the offering, and any material changes in our affairs that are not disclosed in the documents furnished.

During the three months ended June 30, 2015, the Company issued fifteen 9% Convertible Promissory Notes totaling $1,025,000 of principal and issued 3,416,668 stock purchase warrants pursuant to Securities Purchase Agreements.

Subsequent to June 30, 2015, the Company issued three 9% Convertible Promissory Notes totaling $200,000 of principal and issued 666,670 stock purchase warrants pursuant to Securities Purchase Agreements.

The Securities Purchase Agreements, 9% Convertible Promissory Notes and Warrants all have identical terms, See "NOTE 4 – Promissory Notes" and "NOTE 9 – Subsequent Events" to our financial statements above for more information.

On June 17, 2015, the Company entered into an asset purchase agreement with RND pursuant to which the Company purchased substantially all of the assets of RND from its sole shareholder. The purchase price included the issuance of 2,750,000 shares of restricted common stock, See "NOTE 7 – BUSINESS COMBINATIONS, RND Enterprises, Inc. Asset Purchase" to our financial statements above for more information.

During the three months ended June 30, 2015, the Company issued 665,300 shares of restricted common stock in exchange for services, See "NOTE 5 - STOCKHOLDERS' EQUITY" to our financial statements above for more information.

Item 5. Other Information.

The Company entered into an employment agreement with its Chief Executive Officer, Robert Blair, on June 26, 2015 to memorialize the terms and conditions of Mr. Blair's employment with the Company (the "Employment Agreement").

Under the Employment Agreement, Mr. Blair is entitled to an annual salary of $250,000. Pursuant to the Employment Agreement, Mr. Blair is also eligible to receive an annual cash incentive bonus for each calendar year he is employed by the Company equal to $50,000 for every $2,000,000 increase in the Company's revenue for the applicable calendar year subject to certain terms and adjustments as set forth in the Employment Agreement. Additionally, the Company agreed to grant Mr. Blair a stock option to purchase 3,000,000 shares of the Company's common stock at an exercise price per share equal to the fair market value of the Company's common stock as of the date of grant once the Company adopts an equity compensation plan and completes any required or necessary regulatory filings and approvals, as applicable, with respect to such a plan. Mr. Blair will vest in the shares underlying the stock option in equal annual installments over three years beginning on the first anniversary of the date of grant.

The Employment Agreement provides for severance payments in the event the Company does not renew the Employment Agreement or Mr. Blair terminates employment without "Cause," for "Good Reason" (including in connection with a Change in Control) or as a result of death or Permanent Disability (each capitalized term as defined in the Employment Agreement). Mr. Blair's severance payment consists of: (A) a cash amount equal to 2 times the current calendar year's base salary, (B) acceleration to 100% vested status for all stock, stock option and other equity awards currently held and (C) prorated annual bonus for the year in which the date of termination occurs, which amount shall be determined based on attainment of the performance objectives and the number of days that Executive was employed by the Company during the year of termination.

If Mr. Blair's employment is terminated due to non-renewal of the Employment Agreement by Mr. Blair, voluntary resignation by Mr. Blair without Good Reason or for Cause by the Company, then no severance is due to Mr. Blair under the Employment Agreement.

The foregoing description of the Employment Agreement is qualified in its entirety by reference to the full text of the Employment Agreement, which is attached as Exhibit 10.7 to this report and is incorporated in this report by reference.

Item 6. Exhibits.

Exhibit No.		Identification of Exhibit
3.1		Articles of Incorporation (Incorporated by reference to our registration statement on Form SB-2, file number 333-148732, filed on January 17, 2008).
3.2		By Laws. (Incorporated by reference to our registration statement on Form SB-2, file number 333-148732, filed on January 17, 2008).
3.3		Certificate of Amendment to the Articles of Incorporation changing name from Sports Media Entertainment Corp. to Multimedia Platforms, Inc. (Incorporated by reference from exhibit 3.2 to the Form 8-k filed on January 23, 2015).
3.4		Certificate of Change to the Articles of Incorporation relating to the authorized shares of common stock and the one-for-thirty reverse stock split (Incorporated by reference from exhibit 3.1 to the Form 8-k filed on January 23, 2015).
3.5		Certificate of Designation of Series A Convertible Preferred Stock as filed with the Nevada Secretary of State, effective January 19, 2015 (Incorporated by reference from Exhibit 3.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 23, 2015).
3.6		Certificate of Designation of Series B Convertible Preferred Stock as filed with the Nevada Secretary of State, effective January 19, 2015 (Incorporated by reference from Exhibit 3.4 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 23, 2015).
10.1		Securities Purchase Agreement between the Company and Columbia Funmap, Inc. (Incorporated by reference from exhibit 10.1 to Form 8-k filed on March 5, 2015).
10.2		Share Exchange Agreement dated January 9, 2015 between the Sports Media Entertainment Corp. and Multimedia Platforms, LLC (Incorporated by reference from exhibit 1.1 to Form 8-k filed on January 23, 2015).
10.3		Form of Securities Purchase Agreement related to the private bridge note offering (Incorporated by reference from exhibit 10.3 to Form 10-Q filed on May 27, 2015).
10.4		Form of 9% Convertible Promissory Note related to the private bridge note offering (Incorporated by reference from exhibit 10.4 to Form 10-Q filed on May 27, 2015).
10.5		Form of Common Stock Purchase Warrant related to the private bridge note offering (Incorporated by reference from exhibit 10.5 to Form 10-Q filed on May 27, 2015).
10.6		Asset Purchase Agreement between Multimedia Platforms, Inc and RND Enterprises, Inc. (Incorporated by reference from exhibit 10.1 to Form 8-k filed on June 23, 2015).
10.7		Employment Agreement between Multimedia Platforms, Inc. and Robert Blair(Incorporated by reference from exhibit 10.7 to Form 10-Q filed on August 14, 2015).
10.8		Consulting Agreement between Multimedia Platforms, Inc. and Patrick Kolenik (Incorporated by reference from exhibit 10.8 to Form 10-Q filed on August 14, 2015).
10.9		Consulting Agreement between Multimedia Platforms, Inc. and Cary Sucoff (Incorporated by reference from exhibit 10.9 to Form 10-Q filed on August 14, 2015).
10.10		Form of Common Stock Purchase Warrant issued to Patrick Kolenik (Incorporated by reference from exhibit 10.10 to Form 10-Q filed on August 14, 2015).
10.11		Form of Common Stock Purchase Warrant issued to Cary Sucoff (Incorporated by reference from exhibit 10.11 to Form 10-Q filed on August 14, 2015).
99.1		Unaudited pro forma condensed consolidated financial statements as of and for the year ended December 31, 2014 (Incorporated by reference from exhibit 99.1 to Form 10-Q filed on May 27, 2015)
31.1*		Certification of Bobby Blair, Chairman and Chief Executive Officer of Multimedia Platforms, Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Timothy Hart, Chief Financial Officer of Multimedia Platforms, Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Bobby Blair, Chairman and Chief Executive Officer of Multimedia Platforms, Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Timothy Hart, Chief Financial Officer of Multimedia Platforms, Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.
101.INS **		XBRL Instance Document
101.SCH **		XBRL Taxonomy Extension Schema Document
101.CAL **		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF **		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB **		XBRL Taxonomy Extension Label Linkbase Document
101.PRE **		XBRL Taxonomy Extension Presentation Linkbase Document

_______________

* Filed Herewith

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MULTIMEDIA PLATFORMS, INC.

Date: November 16, 2015	By:	/s/ Bobby Blair
		Bobby Blair
		Chairman and Chief Executive Officer (Principal Executive Officer)

	By:	/s/ Timothy Hart
		Timothy Hart
		Chief Financial Officer (Principal Financial Officer)

	Preferred Stock Series A				Preferred Stock Series B				Common Stock						Additional paid-in			Accumulated				Total Stockholders
	Shares		Amount		Shares		Amount		Shares		Amount		Payable		Capital			Deficit			Deficit
Balance, December 31, 2014		-	$	-		-	$	-		30,748,969	$	30,749		-	$	495,298		$	(370,116	)	$	155,931

Shares issued in Merger		27,212,694		27,213		4,000,000		4,000		1,502,477		1,502		-		(610,908	)		-			(578,193	)
Funds reclassified to equity from liabilities for Merger shares issued		-		-		-		-		-		-		-		138,874			-			138,874
Shares issued for Columbia Funmap, Inc. acquisition		-		-		-		-		2,252,250		2,252		-		3,455,236			-			3,457,488
Shares issued for RND Enterprises, Inc. asset purchase		-		-		-		-		2,000,000		2,000		300,000		798,000			-			1,100,000
Shares issued in exchange for services		-		-		-		-		1,294,457		1,295		-		1,151,945			-			1,153,240
Net Income (Loss)		-		-		-		-		-		-		-		-			(13,474,290	)		(13,474,290	)
Balance, June 30, 2015		27,212,694	$	27,213		4,000,000	$	4,000		37,798,153	$	37,798	$	300,000	$	5,428,445		$	(13,844,406	)	$	(8,046,950	)

Multimedia Platforms, Inc.
Condensed Consolidated Statements of Cash Flows (Unaudited)
For the Six Months Ended June 30, 2015 (Restated) and 2014

	Six Months Ended June 30,
	2015			2014
	(Restated)
Cash flows from operating activities:
Net loss	$	(13,474,290	)	$	(27,598	)
Adjustments to reconcile net loss to net cash provided (used in) operating activities:
Depreciation		50			-
Share based compensation expense		1,153,240			-
Impairment of goodwill		2,729,834			-
Accretion of debt discount		159,118			-
Change in fair value of convertible notes conversion derivative liability		4,191,170
Change in fair value of warrant liability		4,200,004
Changes in assets and liabilities, net of acquisitions:
(Increase) decrease in accounts receivable		41,038			(5,930	)
(Increase) decrease in other current assets		(20,085	)		1,082
Increase (decrease) in accounts payable and accrued expenses		16,629			32,446
Increase (decrease) in related party payable		17,014			-
Increase (decrease) in deferred revenue		(1,889	)		-
Increase (decrease) in accrued interest		72,477			-
Net cash provided by (used) in operating activities		(915,690	)		-

Cash flows from investing activities:
Purchase of property, plant and equipment		(15,538	)		-
Cash paid for asset purchase		(200,000	)		-
Cash from acquisitions		19,208			-
Net cash provided by (used) in investing activities		(196,330	)		-

Cash flows from financing activities:
Proceeds from convertible promissory notes		1,575,000			-
Payments of credit line		(5,152	)		-
Net cash provided by (Used) in financing activities		1,569,848			-

Increase (decrease) in cash		457,828			-
Cash and cash equivalents at beginning of period		9,232			-
Cash and cash equivalents at end of period	$	467,060		$	-

Supplemental disclosures of cash flow information
Cash paid during the year for:
Taxes paid	$	-		$	-
Interest paid	$	-		$	-

Non-cash operating activities:
Value of 1,294,457 shares of common stock issued in exchange for services	$	1,153,240		$	-

	Balance at December 31, 2014		Initial valuation of derivative liabilities upon issuance of new securities during the period		Increase (decrease) in fair value of derivative liabilities		Fair value of derivatives upon reclass to additional paid-in capital		Balance at June 30, 2015
Warrants derivative liability	$	-	$	4,382,817	$	1,383,353	$	-	$	5,766,170
Convertible note conversion derivative liability		-		3,239,932		960,072		-		4,200,004
Total	$	-	$	7,622,749	$	2,343,425	$	-	$	9,966,174

MULTIMEDIA PLATFORMS INC. - FORM 10-Q/A - November 16, 2015

Attached files

MULTIMEDIA PLATFORMS INC. Reports