FlikMedia, Inc. - FORM 10-K/A

Attached files

file	filename
EX-21.1 - FlikMedia, Inc.	ex21-1.htm
EX-31.1 - FlikMedia, Inc.	ex31-1.htm
EX-32.1 - FlikMedia, Inc.	ex32-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Amendment No. 1 to

FORM 10-K

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

For the fiscal year ended December 31, 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: 000-54839

FLIKMEDIA, INC.

(Exact name of registrant as specified in its charter)

Nevada		27-1139744
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

905 Pacific Avenue, Venice, CA 90291

(Address of principal executive offices)

(877) 522-2636

(Registrant’s telephone number, including area code)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [X] No [ ]

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

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

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 definitions of “larger accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

[ ]

Accelerated filer

[ ]

Non-accelerated filer

(Do not check if a smaller reporting company)

[ ]

Smaller reporting company

[X]

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

The aggregate market value of the registrant’s common stock held by non-affiliates as of June 30, 2014 was approximately $52 million based upon the closing price of the common stock quoted by the Over-the-Counter Bulletin Board (the “OTC Bulletin Board”).

The number of shares of the registrant’s common stock outstanding at April 14, 2016 was 46,735,500.

DOCUMENTS INCORPORATED BY REFERENCE

None.

EXPLANATORY NOTE

The purpose of this Amendment No. 1 to the Company’s Annual Report on Form 10-K for the period ended December 31, 2015, filed with the Securities and Exchange Commission on April 14, 2016 (the “Form 10-K”), is to include XBRL, and to make certain updates to the Exhibit Index, including to add Exhibit 21.1, “Subsidiary of the Registrant”.

No other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K.

INDEX

		Page
		Number
	PART I
ITEM 1.	BUSINESS	4
ITEM 1A.	RISK FACTORS	9
ITEM 1B.	UNRESOLVED STAFF COMMENTS	9
ITEM 2.	PROPERTIES	9
ITEM 3.	LEGAL PROCEEDINGS	9
ITEM 4.	MINE SAFETY DISCLOSURES	9

	PART II

ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES	10
ITEM 6.	SELECTED FINANCIAL DATA	10
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	11
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	11
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	12
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	13
ITEM 9A.	CONTROLS AND PROCEDURES	13
ITEM 9B.	OTHER INFORMATION	13

	PART III

ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	14
ITEM 11.	EXECUTIVE COMPENSATION	15
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	15
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	16
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	16

	PART IV

ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	17

SIGNATURES		19

CERTAIN TERMS

As used in this Form 10-K, unless the context indicates otherwise, the terms “FlikMedia,” “Company,” “we,” “our,” and “us” refers collectively to FlikMedia, Inc. (formerly, Crossbox, Inc.), a Nevada corporation and its wholly-owned subsidiary, Flikdate, Inc. (“Flikdate” or “Subsidiary”), a Delaware corporation.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The statements contained in this Form 10-K that are not historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These include statements about FlikMedia’s expectations, beliefs, intentions or strategies for the future, which are indicated by words or phrases such as “anticipate,” “expect,” “intend,” “plan,” “will,” “we believe,” “management believes” and similar words or phrases. The forward-looking statements are based on management’s current expectations and are subject to certain risks, uncertainties and assumptions. Our actual results could differ materially from results anticipated in these forward-looking statements. All forward-looking statements included in this document are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements.

PART I

ITEM 1. BUSINESS

Corporate History

FlikMedia, Inc. was incorporated in the State of Nevada on July 29, 2009, under the name Go Green Directories, Inc. and changed its name to Crossbox, Inc. on January 15, 2014. On July 7, 2014, in contemplation of its acquisition of Flikdate, Inc., Crossbox changed its name to FlikMedia, Inc. We were a development stage company prior to our acquisition of Flikdate described below. When used in these notes, the terms “Company,” “we,” “our,” or “us” mean FlikMedia, Inc. and Subsidiary.

Flikdate, Inc. was incorporated under the laws of the State of Delaware on November 28, 2012. On April 9, 2013, Flikdate, Inc. merged with Flikdate, LLC. Under the terms of the Merger Agreement, the sole member of Flikdate, LLC received a total of 100 shares of voting common stock of Flikdate, Inc. In addition, pursuant to the agreement, Flikdate, LLC ceased as of April 9, 2013.

On July 24, 2014, FlikMedia acquired Flikdate. Under the terms of the Exchange Agreement, all stockholders of Flikdate received a total of 32,291,287 shares of voting common stock of FlikMedia in exchange for all outstanding shares of Flikdate. Under accounting principles generally accepted in the United States, the share exchange is considered to be a capital transaction in substance, rather than a business combination. That is, the share exchange is equivalent to the issuance of stock by Flikdate for the net monetary assets of FlikMedia accompanied by a recapitalization, and is accounted for as a change in capital structure. Accordingly, the accounting for the share exchange will be identical to that resulting from a reverse acquisition, except no goodwill will be recorded. Under share reverse takeover accounting, the post reverse acquisition comparative historical financial statements of the legal acquirer, FlikMedia are those of the legal acquiree, Flikdate, which is considered to be the accounting acquirer. Share and per share amounts stated have been retroactively adjusted to reflect the merger.

On August 14, 2015 the Company determined that it no longer has sufficient assets available to meet new obligations or liabilities that may arise after that date. As a result the Company has ceased normal operations pending new sources of working capital to satisfy its day-to-day operations. For the period ended December 31, 2015, the Company has made certain adjustments to the carrying value of its assets to impair to zero, which reflects managements anticipated market value for those assets.

Business

We offer a mobile video dating service. We have developed a proprietary software application, flikdate, that enables men and women to interact live by video social “dating” all over the world on their mobile phones. Our flikdate technology is based on live video chat capabilities allowing users to see the person he or she is talking to in real-time video. The social mission of the Company is to assist users in building personal relationships with one another.

We believe that our service addresses a number of limitations encountered by millions of consumers who subscribe to and use online dating services. We believe advances in mobile technology and mobile video, including our business methods and proprietary technology empower individuals to connect with one another in appealing new ways through our interface using their smartphone. Online dating should be more casual, more convenient, less time consuming and more fun.

We intend to generate revenue from the flikdate technology by charging users based on the length of each video session. We believe that our technology can be used to address a number of other vertical markets and that dating is just the tip of the iceberg.

Market Overview

Now more than ever before people are meeting online and through dating applications. As a result, we believe the stigma once associated with “online dating” is being eradicated. In a study conducted by the Pew Research Internet Project 1 , researchers found that one in ten Americans have used an online dating site or mobile dating application themselves; and many people now know someone else who uses online dating or who has found a spouse or long-term partner via online dating.

Smartphones have emerged as a fast growing sector of the market, blending multi-media, data and Internet access, and mobile communications. We believe that the smartphone market, most of which by definition is media enabled, will be a growth market that will allow carriers to add a variety of revenue streams attached to data and multi-media messaging.

¹http://www.pewinternet.org/2013/10/21/online-dating-relationships/)

As smartphones continue to penetrate the market, demand for video sharing services are growing dramatically. Mobile phone equipment manufacturers continue to offer new phones with additional capabilities, while the mobile phone carriers are enhancing their 3G and soon 4G networks to allow users to take advantage of these capabilities. Most major manufacturers of mobile phones either already have, or plan to, deliver handsets with video capabilities into the market, often with multiple tiers of devices with unique profiles. Moreover, 7% of smart phone application users (representing 3% of all adults nationwide) say they currently have a dating application on their mobile phone. In fact, online daters now spend more time on dating applications than they do on the websites themselves and, by 2018, it is estimated that more than 80% of the population will own a smart phone – up from 46% in 2012.

In 1970, just 28% of American adults were single; today is approximately 47%, according to the U.S. Census Bureau, which we believe supports an expanding target market for the online dating industry. Management believes that the trend for online dating migrating from desktop and laptop to mobile devices will continue.

While the online dating market is competitive, we believe that leaders will continue to emerge based on brand recognition, number of users in their network, ease of use and financial resources. Additionally, many of online dating services are free while others charge a use or monthly fee, and some others appear to be focused on an advertising-based model. We believe that at this time the size of the market is thought to be growing and viable.

Competition

The mobile application industry is characterized by rapidly evolving technology and intense competition. Other companies of various sizes engage in activities similar to ours. Many of our competitors have substantially greater financial and other resources available to them. Although we believe that there are approximately a total of 3,900+ online dating sites and mobile applications available to consumers to choose from, management believes the following represent the most serious competition to our service:

	●	Coffee Meets Bagel : Similar to timed shopping sites, this free application sends one match to each user every day at noon. Users can see that person’s picture and profile and have only 24 hours to decide if they want to go on a date with them or not by clicking “yes” or “pass.”

	●	eHarmony Mobile : One of the largest dating sites, eHarmony has provided services in this industry for more than 10 years. Upon downloading the free mobile app, members can complete a relationship questionnaire at no charge, receive a detailed personality profile for free, receive daily matches, send icebreakers, communicate with matches for free during free communication events, and when subscribed, freely communicate with matches. Unlike other dating applications, eHarmony takes into account things like common personality traits, interests, values and beliefs to make its matches.

	●	HowAboutWe : With a similar interface to Twitter, *How About We* offers users the ability to post statuses such as, “How About We...hook up tonight!” Users can message other How About We users by upgrading to one of How About We’s messaging packages. By doing this, users are able to read messages from other users, ask users “out,” and respond when someone is intrigued. Although its subscription based, How About We lets users remain in charge by choosing the type of date they want to go on.

	●	Match.com Mobile : Launched in April of 1995, Match.com is one of the largest online dating companies in the world. It is credited for pioneering the online dating industry and now serves 24 countries and territories and hosts Web sites in 15 different languages. Its mobile app, Match.com Mobile, was introduced in 2003 and offers users a profile that can be perused by other users through various search options. Eighty percent of its five million application users are under the age of 35. Searching other users’ profiles is free of charge, however only paying members may email or text each other.

	●	OKCupid-Blind Dating App : Launched in 2004 and acquired by Match.com for $50 million in 2010, OKCupid’s free mobile application calculates match percentages using a patent pending algorithm that is based on how users respond to questions, such as “how messy are you?” and “have you ever cheated in a relationship?” The application requires that users reveal a few basic details, including first name, age, whether the user prefers men or women, and a profile picture, which the application will scramble. Next, the application prompts the user to create a date. Alternatively, the user can peruse other scrambled profile pictures and date offers from their matches.

	●	PlentyOfFish : Founded in 2003 in Vancouver, PlentyOfFish has over 70 million registered users across the globe and 50,000 new members every day – 70% of its usage takes place solely via its mobile app. While it is free to use, the application offers premium services as part of their upgraded membership, such as seeing when a user profile was viewed, and allowing users to see whether a message has been read and/or deleted.

	●	Tinder : Introduced in mid-2012, Tinder uses Facebook profiles to gather users’ basic information and analyzes users’ social graph to match potential candidates that are most likely to be compatible, based on geographical location, number of mutual friends and common interests. Only after two users “like” each other are they free to chat within the app. Users have control over who they want to connect with so that they are not bombarded with messages or approached by people they don’t want to match with. Tinder is anonymous in that it does not post users activity within the application on Facebook or reveal their matches and interactions.

	●	Skout : One of the largest online dating platforms with over five million users using the free app, Skout’s “Meet Me” feature allows users to flip through and see who’s nearby and ready to hook up. Users can see who’s checked them out, send messages and send wink bombs.

Competitive Strength

We believe that the Flikdate solution possesses certain advantages over the dating programs of our competitors. These include:

	●	Product focus. The Flikdate team is focused on optimizing the user’s product experience from the very first launch of the application, to subsequent returns with and without prompting. We believe that our unique holistic approach to user experience design, coupled with viewing performance marketing as part of the product cycle, counts as one of our greatest strengths;

	●	Patented technology. We have a broad technology patent covering all aspects of timed video dating;

	●	Mobile first and mobile only. Most incumbent dating companies built their businesses (and business models) before the smartphone revolution. However – we are now living in a so-called post-PC world. As such, transitioning these pre-mobile business models into mobile only is an extremely difficult task to pull off. However, with *flikdate,* both the user experience and the monetization model was designed from the ground up to leverage touchscreen smartphones; and

	●	Broad platform. Both major smartphone platforms have dedicated application developer teams. We are in preliminary discussions to explore a partnership to bring *flikdate* into the living room also (via Microsoft Xbox) – always focusing on maximizing the amount of people who can use *flikdate* (but never forgetting to keep it very easy to use).

Our Product

We provide users with the following products relating to their user experience:

●

Flikbank. Flikdate has an in-application currency called “fliks”, and a new concept called “digital chivalry”:

	●	“ Fliks ”

	●	It costs one flik to see another person.

	●	Two fliks to get another 90 seconds of chat time, and give fliks to add a person to your datebook.

	●	Under a new concept called ” Digital chivalry ”, if a man proposes a date- it costs him two fliks, but his date would pay nothing. If he adds her to his date list (and she agrees) its costs five fliks.

●

Revenue Model

The user can do everything in the application for “free” since they are given additional fliks by the passage of time. However if the user wants to engage in a higher volume of activity ahead of the free fliks, he or she is required to buy “fliks.” A user’s flik balance is recharged to 25 fliks each day for free. An additional 25 fliks can be purchased for $1.00 at any time. Our revenue model includes:

	●	Premium Model : Using an upfront download fee for the “Fliks” purchased, this is the most straightforward and obvious way to monetize a mobile application.

	●	Freemium Model : The application is a free download and contains content for purchase inside the application (aka in-app purchases) or an upgrade option to a premium version.

	●	Ad Networks : The application and all its content can be completely free and still generates revenue through advertising.

Platform Solutions : We believe that the Flikdate platform provides the following benefits to members:

	●	Easy to get started. We believe *flikdate’s* unique onboarding process, which is the process to get started on the app, is the industry’s fastest by several orders of magnitude. Our competitors usually force users into a very lengthy onboarding process requiring them to create an account, add photos, add a credit card etc. – a very cumbersome process that both scares and confuses potential users;

	●	Fast to use. We believe that the whole idea of casual dating applications is to allow the user to dip into and out of the experience as easily as possible. They can ” *flikdate”* for only 5 minutes while waiting in line at a grocery store, or if they can “flikdate” for several hours. The technology is designed to function equally well for both types of users;

	●	Authenticity. The most common complaint with traditional online dating is that people look nothing like the pictures. The photos used in profile are often older, photo shopped or professionally-lit, creating a chain of distrust and disappointment for many users. Real-time phone or mobile tablet video is real and nearly impossible to fake. We believe only our technology capitalizes on this advantage;

	●	Step-by-step interactions. Most dating sites and mobile apps rush directly from browsing and text chatting to the first date or “real-world” meeting. This effectively creates a “Blind Date” situation, which induces high-stress, and has a low probability for success since there were only nominal notions of compatibility before meeting. Our technology allows for a smooth transition from image browsing, to text chatting, to video voicemails to real-time video. We believe the *flikdate* solution can dramatically increase the interaction between people who are interested in each other, and improve the odds for success;

	●	Monetizing our business model. Many dating applications are free – which is not a very sustainable business model. We studied the dynamics of extremely successful online games such as Candy Crush Saga and Clash of Clans - and used their proven “gamification” models to improve our monetization, such as spending credits faster and reloading faster. We believe that this has led to a strong roadmap for the next releases of the *flikDate* application.

Marketing

Our primary marketing focus is on increasing our user base, supported by technological stability and continuous technical improvements. Our strategy for growth includes various user acquisition channels, such as:

	●	App Store Optimization & Promotions

	●	Public Relations & TV coverage. Initial tests show the rapid and sustainable impact of PR on customer acquisition, including promotion on popular tv shows, such as the Today show, Steve Harvey show and future outlets;

	●	Paid Search

	●	Youtube / Videos. Creating grass-root style PR videos directly, and indirectly through audience outreach drives, download and engagement;

	●	In-App Mobile Ad Networks , which currently provides lower performance due to small form factors, but is rapidly gaining

	●	Affiliate Networks. Includes dating networks to “meet-ups” to other sites with similar target audiences provide a fixed customer acquisition cost at scale

	●	Partnerships. After we have enhanced our user base over the next two to three years, we will seek to leverage selectively the existing incumbents in the online dating space for database customer acquisition and growth. This includes revenue share deals, affiliate traffic deals and possible joint ventures.

We intend to focus our social marketing tactics to ensure that flikdate is ranked high in the mobile dating application market so that it can be organically discovered; to fuel and optimize opportunities to generate users; and to effectively target and effectively speak to the broad demographic universe of users that we believe will greatly enjoy flikdate . In addition, flikdate plans for these services to allow its customers to interact with a variety of other social media platforms through the Internet, such as Facebook and Twitter. We intend to create a multi-channel online presence capable of optimizing the viral nature of social marketing to promote flikdate and attract new users.

Our marketing strategy includes:

	●	Targeting Twitter users;

	●	Using social video outlets to showcase information animated video we have created to describe the *flikdate* experience;

	●	Creating a basic Tumblr or like blog;

	●	Using Facebook through the creation of a Facebook page where we can actively engage our user and drive downloads of the Flikdate app;

	●	Creating engagement mechanisms for our *flikdate* application to reconnect with consumers and remind them of *flikdate’s* presence on their device; and

	●	Staging events that will generate human interest buzz for our product.

We intend to lend ongoing online support to all of our marketing efforts through Google keyword search optimization and banner advertisement placement. And as social media continues to evolve, we intend to adopt emerging new social channels and technologies that demonstrate capabilities to further enhance and extend our efforts in the most cost efficient manner possible.

Intellectual Property & Technology

Patents.

The Company is developing unique intellectual property for its service. The centerpiece of the flikdate technology is a utility patent (#8,786,662) granted by the United States Patent and Trademark Office (“ USPTO ”) on July 22, 2014 (the “ Flikdate Patent ”) that seeks to protect a method of successive real-time interactive video sessions.

The Flikdate Patent seeks to protect a process of displaying successive real-time interactive video sessions. Its claims provide in relevant part:

“A method for initiating continuous succession of multiple real time interactive video sessions of a predetermined duration between two users among multiple users logged on to a server through a network. The method includes matching of a set of predetermined characteristics of a first user with a set of predetermined characteristics of other users, and identifying an appropriate second user for the first user to interact with. On identifying the second user, a real time interactive session of predetermined duration is initiated between the two users and the user accounts of the two users are debited by a predetermined amount of virtual currency. On identifying a swiping operation on the display screen in a predetermined manner, by any of the first and the second users, the method automatically terminates the current video session, and initiates a next video session for that user.”

The Flikdate Patent technology, in general, creates a process by which the technology seeks to: (1) identify a certain set of predetermined characteristics among a large group of active users, followed by a selection and pairing of two users based on matching predetermined characteristics; (2) initiate a real time interactive video session for a predetermined duration as between the two selected matches; (3) conduct a video sensor interpretation of certain predetermined gestures that shall have the effect of, (a) terminating, (b) transitioning to a new video pairing of users or (c) extending the current video session; (4) display a virtual currency indicator bar on the video transmission, which shall be continuously updated to reflect a user’s currently available funds.

Trademarks.

flikdate has filed and received approval for trademarks on its company name, Flikdate ^TM. There can be no assurance that flikdate will receive trademark protection on any future applications.

Research and Product Development

Research and product development activities with respect to our flikmedia technology are ongoing and utilize our internal technical staff, as well as independent consultants retained by us. Our research and product development expenditures were $82,151 for the year ended December 31, 2015, as compared to $312,684 for the period ended December 31, 2014.

As part of our business, we will receive, transmit and store a large volume of personal information and other user data (including credit card data) in connection with providing online products and services, transactions with users and customers and advertising on our websites. The sharing, use, disclosure and protection of this information is determined by the respective privacy and data security policy we have implemented in our business. These policies are, in turn, subject to federal, state and foreign laws and regulations, as well as evolving industry standards and practices, regarding privacy and the storing, sharing, use, disclosure and protection of personal information and user data (for example, various state regulations concerning minimum data security standards, industry self-regulating principles that become standard practice and more stringent contractual protections regarding privacy and data security (and related compliance obligations)).

In addition, if an online service provider fails to comply with its privacy policy, it could become subject to an investigation and proceeding for unfair or deceptive practices brought by the U.S. Federal Trade Commission under the Federal Trade Commission Act (and/or brought by a state attorney general pursuant to a similar state law), as well as a private lawsuit under various U.S. federal and state laws. In general, personal information is increasingly subject to legislation and regulation in numerous jurisdictions around the world, the intent of which is to protect the privacy of personal information that is collected, processed and transmitted in or from the governing jurisdiction.

U.S. legislators and regulators may enact new laws and regulations regarding privacy and data security. In February 2012, the White House released a proposed Consumer Privacy Bill of Rights, which is intended to serve as a framework for new privacy legislation. In March 2012, the U.S. Federal Trade Commission released a staff report making recommendations for businesses and policy makers in the area of consumer privacy. Similarly, new privacy laws and regulations at the state level, as well as new laws and directives abroad (particularly in Europe), are being proposed and implemented. For example, legislation in the state of California that became effective on January 1, 2014 requires companies that collect personal information to disclose how they respond to web browser “Do Not Track” signals. In addition, existing privacy laws that were intended for brick-and-mortar businesses could be interpreted in a manner that would extend their reach to our business.

Employees

As of December 31, 2015, we had one employee. None of our employees are represented by a labor organization. We have entered into non-disclosure agreements with our key technicians and certain other employees. We consider our relationship with our employees to be good.

Corporate Headquarters

Our principal executive offices are located at 905 Pacific Avenue, Venice, CA 90291. Our telephone number is (877) 522-2636.

ITEM 1A. RISK FACTORS

Because we are a “smaller reporting company” as defined in Rule 12b-2 of the Exchange Act, we are not required to provide information required under this item.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2. PROPERTIES

Our principal executive offices are located at 905 Pacific Avenue, Venice, CA 90291. We occupy these offices on a month-to-month basis.

ITEM 3. LEGAL PROCEEDINGS

In the ordinary course of business, The Company may become subject to certain lawsuits and other potential legal actions. The Company does not believe there are any pending legal proceedings that will have a material impact on the Company’s financial position or results of operations. As of December 31, 2015, the Company reserved $20,000 for possible future settlements.

One of these actions was brought by the Washington State Department of Financial Institutions Securities Division (the “Washington DFI”) against us and its two directors as controlled persons. The case alleges a violation of the anti-fraud provisions of Washington State Securities law in connection with FlikMedia’s unilateral action to purchase of stock from a former employee, including vested shares. The Washington DFI seeks to impose a certain fines against us and each director. FlikMedia and its directors have responded to the Washington DFI action and have asserted that the action is a private litigation matter and should be dismissed for, among other reasons, lack of jurisdiction. Related to the DFI action, the Company received a demand letter from the former employee claiming damages based on 327,532 shares of the Company’s common stock.

ITEM 4. MINE SAFETY DISCLOSURES.

Not Applicable

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES

Our common stock is quoted on the OTCQB under the symbol “FLKM.” Only a sporadic and limited market exists for our common stock. There is no assurance that a regular trading market will develop, or if developed, that it will be sustained.

The following table sets forth, for the periods indicated, the high and low bid price for our common stock, as reported on the OTCQB. The quotations below reflect inter-dealer prices without retail mark-up, markdown or commissions and may not represent actual transactions.

Quarterly Periods ended	High		Low
December 31, 2015	$	1.00	$	0.25
September 31, 2015	$	1.00	$	1.00
June 30, 2015	$	1.10	$	1.00
March 30, 2015	$	2.50	$	1.01

December 31, 2014	$	2.50	$	1.50
September 31, 2014	$	5.06	$	0.96
June 30, 2014	$	7.56	$	1.50
March 30, 2014	$	5.06	$	1.01

Holders

As of April 14, 2016 we had 46 holders of record of our common stock. This does not reflect the number of persons or entities who held stock in nominee or street name through various brokerage firms.

Transfer Agent

Our transfer agent is Interwest Transfer Co., Inc. The transfer agent’s address is 1981 Murray Holladay Road, Suite 100, Salt Lake City, UT 84117 and their phone number is (801) 272-9294.

Dividend Policy

We have never declared or paid dividends on our common stock. We do not anticipate declaring or paying dividends on our common stock in the foreseeable future.

Recent Sales of Unregistered Securities

None.

Securities Authorized for Issuance Under Equity Compensation Plans.

None.

ITEM 6. SELECTED FINANCIAL DATA

Because we are a “smaller reporting company” as defined in Rule 12b-2 of the Exchange Act, we are not required to provide information required under this item.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis compares our results of operations for the year ended December 31, 2015 to year ended December 31, 2014. This discussion and analysis should be read in conjunction with the condensed consolidated financial statements and notes thereto.

Overview

Flikdate has developed a software application to enable men and women to engage in live video social “dating” interaction on their mobile phones. The technology permits users to go on a virtual date and quickly skip – or “flik” in the parlance of the application - between multiple users. Flikdate is the world’s first real-time video speed dating platform and it anticipates generating revenue in the future from a patented technology which bills users per duration of video session.

To date, the Company has had very limited revenues. We have a severe working capital shortage and are actively seeking additional financing to provide the financial resources to market and commercialize our product and services both domestically and internationally. There can be no assurance that the Company will be successful in raising additional capital on terms attractive to it and its shareholders, if at all. Even if such capital becomes available, there can be no assurance that the Company will achieve commercial success with its products and services.

Results of Operations

Year ended December 31, 2015 compared to year ended December 31, 2014

The Company reported a net loss of $3,743,376 for the year ended December 31, 2015 compared to a net loss of $1,160,810 in the period ended December 31, 2014. There was no revenue for either period reported.

Research and development expenditures were $82,151 for the year ended December 31, 2015, as compared to $312,684 for the period ended December 31, 2014.

General and administrative expenditures (excluding professional expenditures) were $2,552,109 for the year ended December 31, 2015, compared to $338,195 for the period ended December 31, 2014, an increase of $2,213,914. The increase resulted from the increase in management fees of $2,248,526.

Professional expenditures were $788,073 for the year ended December 31, 2015, as compared to $132,245 for the period ended December 31, 2014, an increase of $655,828. The increase is the result of additional consulting expense of $626,224, accounting costs of $4,240, and legal costs of $12,033.

Interest expenditures were $144,317 for the year ended December 31, 2015, compared to $27,641 for the period ended December 31, 2014. The increase was related to the issuance of convertible notes. Impairment loss as of December 31, 2015 was $143,541.

Liquidity and Capital Resources

To finance the Company’s development and operating costs, the Company has obtained funding through the issuance of convertible notes. The total amount of notes received during the year ended December 31, 2015 was $150,000.

The Company used $263,598 of cash in funding operating activities during the year ended December 31, 2015, compared to $641,115 of cash in funding operating activities during the period ended December 31, 2014. During the year ended December 31, 2015, non-cash adjustments included $13,185 related to the depreciation and amortization, $2,776,200 for stock based compensation, $92,416 related to interest on discount on convertible debt, and net changes in operating assets and liabilities of $454,436. During the period ended December 31, 2014, non-cash adjustments included $26,689 related to the depreciation and amortization, $5,322 related to interest on discount and net changes in operating assets and liabilities of $154,784.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

Because we are a “smaller reporting company” as defined in Rule 12b-2 of the Exchange Act, we are not required to provide information required under this item.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

FINANCIAL STATEMENTS

FLIKMEDIA, INC. AND SUBSIDIARY

December 31, 2015

Report of Independent Registered Public Accounting Firm		F-1

Consolidated Balance Sheets for the year ended December 31, 2015 and 2014		F-2

Consolidated Statements of Operations for the year ended December 31, 2015 and 2014		F-3

Consolidated Statements Stockholders’ Equity (Deficit) for the year ended December 31, 2015 and 2014		F-4

Consolidated Statements of Cash Flows for the year ended December 31, 2015 and 2014		F-5

Notes to the Consolidated Financial Statements		F-6

Lichter, Yu and Associates, Inc.

Certified Public Accountants

16133 Ventura Blvd., suite 450

encino, California 91436

T el (818)789-0265 F ax (818) 789-3949

Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders of

FlikMedia, Inc. and Subsidiary

We have audited the accompanying consolidated balance sheets of FlikMedia, Inc. and Subsidiary (the “Company”) as of December 31, 2015 and 2014, and the related statements of operations, stockholders’ equity (deficit), and cash flows for the years ended December 31, 2015 and 2014. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2015 and 2014, and the results of its operations and its cash flows for the years ended December 31, 2015 and 2014, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has an accumulated deficit of $5,153,661 and limited operating history which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Lichter, Yu and Associates, Inc.

Encino, California

April 13, 2016

F-1

FLIKMEDIA, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

	December 31, 2015			December 31, 2014
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	-		$	113,176
Prepaid expenses		-			60,000
TOTAL CURRENT ASSETS		-			173,176

NON-CURRENT ASSETS
Intangible assets, net		-			30,133
Property and equipment, net		-			9,369
Goodwill		-			117,224
TOTAL NON-CURRENT ASSETS		-			156,726

TOTAL ASSETS	$	-		$	329,902

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	375,781		$	147,711
Accounts payable to related parties		296,095			129,730
Bank overdraft		422			-
TOTAL CURRENT LIABILITIES		672,298			277,441

NON-CURRENT LIABILITIES
Convertible notes, net of discount		175,667			9,501
TOTAL NON-CURRENT LIABILITIES		175,667			9,501

TOTAL LIABILITIES		847,965			286,942

STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred stock, $0.001 par value, 5,000,000 shares authorized, none issued and outstanding		-			-
Common stock, $0.001 par value, 75,000,000 shares authorized, 46,735,500 and 45,554,498 shares issued and outstanding, respectively		46,735			45,554
Common stock to be issued		14,700			4,200
Additional paid-in capital		4,244,260			1,403,491
Accumulated deficit		(5,153,661	)		(1,410,285	)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)		(847,965	)		42,960

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	-		$	329,902

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

F-2

FLIKMEDIA, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2015 AND 2014

	Years ended
	December 31, 2015			December 31, 2014
Operating Expenses

Research and development	$	82,151		$	312,684
Depreciation and amortization		13,185			26,689
Professional fees		788,073			132,245
General and administration		2,552,109			338,195
Total operating expenses		3,435,518			809,813
Loss from operations		(3,435,518	)		(809,813	)

Other Income (Expense)
Interest expense		(144,317	)		(27,641	)
Loss on note receivable		-			(328,700	)
Settlement reserve		(20,000	)		-
Gain/(loss) on intangible assets		(143,541	)		-
Total other expense		(307,858	)		(356,341	)

Loss before provision for income taxes		(3,743,376	)		(1,166,154	)

Provision for income taxes		-			-

Net loss	$	(3,743,376	)	$	(1,166,154	)

Net loss per share
Basic	$	(0.082	)	$	(0.032	)
Diluted	$	(0.082	)	$	(0.032	)

Weighted average number of shares used in computing basic and diluted net loss per share:

Basic		45,701,032			36,315,811
Diluted		45,701,032			36,315,811

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

F-3

FLIKMEDIA, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE YEAR ENDED DECEMBER 31, 2015 AND 2014

	Preferred stock				Common stock				Additional Paid in		Common Stock to be		Accumulated			Total Stockholders’ Equity
	Stock		Amount		Stock		Amount		Capital		Issued		Deficit			(Deficit)
Balance at December 31, 2014		-		-		45,554,498	$	45,554	$	1,403,491	$	4,200	$	(1,410,285	)	$	42,960
Common stock for services		-		-		1,181,002		1,181		2,764,519		10,500		-			2,776,200
Discount on convertible notes		-		-		-		-		76,250		-		-			76,250
Net loss		-		-		-		-		-		-		(3,743,376	)		(3,743,376	)
Balance at December 31, 2015		-		-		46,735,500	$	46,735	$	4,244,260	$	14,700	$	(5,153,661	)	$	(847,965	)

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

F-4

FLIKMEDIA, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2015 AND 2014

	Years ended
	December 31, 2015			December 31, 2014
Net loss	$	(3,743,376	)	$	(1,166,154	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		13,185			26,689
Stock based compensation		2,776,200			4,200
Interest on discount of convertible debt		92,416			10,666
Impairment loss		143,541			328,700
(Increase) decrease in current assets:
Prepaid expenses		60,000			(60,000	)
Increase (decrease) in current liabilities:
Accounts payable and accrued expenses		394,436			214,784
Net cash used in operating activities		(263,598	)		(641,115	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		-			(8,738	)
Cash acquired in acquisition		-			11,783
Net cash provided by investing activities		-			3,045

CASH FLOWS FROM FINANCING ACTIVITIES
(Purchase) issuance of common stock		-			(63	)
Bank overdraft		422			-
Shareholder loan		-			(11,181	)
Convertible notes		150,000			762,285
Net cash provided by financing activities		150,422			751,041

Net increase (decrease) in cash and cash equivalents		(113,176	)		112,971

Cash and cash equivalents at the beginning of the period		113,176			205

Cash and cash equivalents at the end of the period	$	-		$	113,176

SUPPLEMENTAL DISCLOSURES:
Common stock issued for conversion of convertible notes and warrants	$	-		$	742,262
Cash paid during the year for:
Income tax payments	$	-		$	-
Interest payments	$	-		$	-

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

F-5

FLIKMEDIA, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2015

Note 1 – BASIS OF PRESENTATION AND ORGANIZATION

NATURE OF THE BUSINESS

Flikdate, Inc., was incorporated under the laws of the State of Delaware on November 28, 2012. On April 9, 2013, Flikdate, Inc. merged with Flikdate, LLC. Under the terms of the Merger Agreement, the sole member of Flikdate, LLC received a total of 100 shares of voting common stock of Flikdate, Inc. In addition, pursuant to the agreement, Flikdate, LLC ceased as of April 9, 2013.

On August 14, 2015 the Company determined that it no longer has sufficient assets available to meet new obligations or liabilities that may arise after that date. As a result the Company has ceased normal operations pending new sources of working capital to satisfy its day-to-day operations. For the period ended December 31, 2015 the Company has made certain adjustments to the carrying value of its assets to impair to zero, which reflects managements anticipated market value for those assets.

Organization

Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

Principles of Consolidation

The condensed consolidated financial statements include the accounts of FlikMedia, Inc. and its wholly owned subsidiary Flikdate, Inc. All inter-company accounts and transactions have been eliminated in the preparation of these condensed consolidated statements.

Income Taxes

The Company utilizes the liability method of accounting for income tax. Under the liability method, deferred income tax assets and liabilities are provided based on the difference between the financial statements and tax basis of assets and liabilities

The Company has adopted accounting standards for the accounting for uncertain income taxes. These standards provide guidance for the accounting and disclosure about uncertain tax positions taken. Management believes that all of the positions taken in its federal and states income tax returns are more likely than not to be sustained upon examination.

F-6

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the 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 from those estimates. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the condensed consolidated financial statements in the period they are determined.

Research and Development

Research and development expenses include payroll, employee benefits, and other headcount-related expenses associated with product development. Research and development expenses also include third-party development and programming costs, localization costs incurred to translate software for international markets, and the amortization of purchased software code and services content. Such costs related to software development are included in research and development expense until the point that technological feasibility is reached, which for our software products, is generally shortly before the products are put into service. Once technological feasibility is reached, such costs are capitalized and amortized to cost of revenue over the estimated lives of the products. Research and development expense is included as an operating expense.

Debt with Detachable Stock Purchase Warrants and Beneficial Conversion Features

The proceeds received from debt issued with detachable stock purchase warrants is allocated between the notes and the warrants, based upon the relative fair values of the two securities. The difference between the proceeds allocated to the notes and the face value of the notes is recognized as beneficial conversion feature and reflected as a discount from the convertible notes with a corresponding credit to additional paid-in capital. This beneficial conversion feature together with the value of the warrants is amortized to interest expense over the term of the debt instrument, using the effective interest method.

Risks and Uncertainties

The Company is subject to risks from, among other things, competition associated with the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements and technologies and limited operating history.

Contingencies

Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and legal counsel assess such contingent liabilities, and such assessment inherently involves judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought.

If the assessment of a contingency indicates it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed. Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the net assets acquired in a business combination. Goodwill is not amortized but is evaluated for impairment at the reporting unit level annually as of December 31, or more frequently if events or changes in circumstances indicate that impairment may exist.

Effective November 28, 2012, the Company adopted ASU 2011-08, which allows the Company to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. This step serves as the basis for determining whether it is necessary to perform the two-step goodwill impairment test. The two-step test first compares the fair value of the reporting unit to its carrying value. If the fair value exceeds the carrying value, no impairment exists, and the second step is not performed. If the fair value is less than the carrying value, the second step is performed to compute the amount of the impairment by comparing the implied fair value of reporting unit goodwill with the carrying amount of that goodwill. The adoption did not have a material impact on the condensed consolidated financial statements.

F-7

The Company determined that goodwill was impaired during the year ended December 31, 2015 and recorded an impairment loss of $117,224.

Fair Value of Financial Instruments

For certain of the Company’s financial instruments, including cash and equivalents, restricted cash, accounts receivable, accounts payable, accrued liabilities and short-term debt, the carrying amounts approximate their fair values due to their short maturities. ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:

Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815.

As of December 31, 2015 and 2014, the Company did not identify any assets and liabilities that are required to be presented on the balance sheet at fair value.

Intangible Assets

The Company records identifiable intangible assets at fair value on the date of acquisition and evaluates the useful life of each asset. Finite-lived intangible assets primarily consist of software development capitalized. Finite-lived intangible assets are amortized on a straight-line basis and are tested for recoverability if events or changes in circumstances indicate that their carrying amounts may not be recoverable. These intangibles have useful lives ranging from 1 to 10 years. As of December 31, 2015, all intangible assets were deemed to be impaired.

Recently Issued Accounting Pronouncements

There have been no new accounting pronouncements during the year ended December 31, 2015 that we believe would have a material impact on our financial position or results of operations.

Going Concern

These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As of December 31, 2015, the Company has no revenue, and has an accumulated deficit of $5,153,661. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 3 – INTANGIBLE ASSETS

Intangible assets consist of the following as of December 31, 2015 and 2014:

	December 31, 2015			December 31, 2014
Development costs	$	77,000		$	77,000
Trademarks		19,438			19,438
Intangible assets		96,438			96,438
Accumulated amortization		(77,000	)		(66,306	)
Impairment loss		(19,438	)		-
	$	-		$	30,133

F-8

Development costs were amortized over 3 years. Amortization expense was $10,694 and $19,250 for the year ended December 31, 2015 and 2014, respectively.

The Company concluded that all intangible assets including goodwill were impaired during the year ended December 31, 2015 and recorded $19,438 in impairment loss for the intangible asset.

Note 4 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

As of December 31, 2015 and 2014, accounts payable and accrued expenses consist of the following:

	December 31, 2015		December 31, 2014
Accounts payable	$	268,986	$	163,343
Accrued wages		271,095		81,095
Accrued expenses		75,634		28,250
Accrued interest		56,655		4,753
Total	$	672,298	$	277,441

Note 5 – CONVERTIBLE NOTES

Between October 26 and December 9, 2014, the Company entered into several convertible note agreements totaling $400,000. Terms of the convertible note include interest at the rate of ten percent per annum, compounded annually payable upon maturity with exercise price of $1 per share and the right to convert the note automatically at the next equity financing or upon the event of a corporate transaction prior to full payment of a note or prior to the time when a note may be converted with interest.

In February, March, May and June 2015, the Company entered into convertible note agreements totaling $150,000. Terms of the convertible note include interest at the rate of ten percent per annum, compounded annually payable upon maturity with exercise price of $1 per share and the right to convert the note automatically at the next equity financing or upon the event of a corporate transaction prior to full payment of a note or prior to the time when a note may be converted with interest.

In connection with the issuance of these notes, the Company issued warrants that were recorded as a debt discount at an initial aggregate value of $208,850. The fair value of the beneficial conversion feature of the notes were determined to be $255,150. The value of these warrants and beneficial conversion features, along with the value of previously issued warrants, was amortized over the life of the loan.

As of December 31, 2015 and 2014 outstanding convertible notes payable consisted of the following:

	December 31, 2015			December 31, 2014
Convertible notes, due October – December 2019	$	400,000		$	400,000
Convertible notes, due January – March 2020		125,000			-
Convertible notes, due April – June 2020		25,000			-
Total	$	550,000		$	400,000

Current portion	$	-		$	-
Long term portion		550,000			400,000
Less beneficial conversion feature		(201,680	)		(214,106	)
Less debt Discount		(172,653	)		(176,393	)

	$	175,667		$	9,501

For the years ended December 31, 2015 and 2014, interest expenses for the convertible loans including discounts for warrants and beneficial conversion feature was $144,317 and $27,641, respectively.

Note 6 – STOCK WARRANT

In connection with the issuance of the $400,000 convertible notes, the Company issued warrants to all the convertible loan holders to purchase an aggregate of 80,000 shares of common stock. The warrants have a conversion price of $1 per share and expires 5 years from the date of the convertible loan. The fair value of the warrants was estimated at $180,550 using a Black-Scholes model with the following assumptions: expected volatility of 165.83% to 171.12%, risk free interest of 1.57% to 1.64%, expected life of 5 years and no dividends. The fair value of the warrants was recorded as equity and a debt discount and will be amortized to interest expense over the term of the loan.

F-9

In connection with the issuance of the $150,000 convertible notes, the Company issued warrants to all the convertible note holders to purchase an aggregate of 30,000 shares of common stock. The warrants have a conversion price of $1 per share and expire 5 years from the date of the convertible loan. The fair value of the warrants was estimated at $34,650 using a Black-Scholes model with the following assumptions: expected volatility of 226% to 238%, risk free interest of 1.28% to 1.65%, expected life of 5 years and no dividends. The fair value of the warrants was recorded as equity and a debt discount and will be amortized to interest expense over the term of the loan.

As of December 31, 2015 and 2014 outstanding stock warrants consisted of the following:

					Weighted
			Weighted		Average
			Average		Remaining
	Number of		Exercise		Contractual
	Warrants		Price		Term
Balance outstanding, December 31, 2014		80,000	$	1.00		4.88
Granted		30,000		1.00		4.46
Exercised		-		-		-
Forfeited/expired		-		-		-
Balance outstanding, December 31, 2015		110,000	$	1.00		4.23
Exercisable, December 31, 2015		110,000	$	1.00		4.23

Note 7 – STOCK COMPENSATION

On December 18, 2014, the Board of Directors of the Company appointed Mr. David R. Wells, to serve as the Company’s Interim Chief Financial Officer. As compensation for his services, the Company agreed to issue Mr. Wells 450,000 restricted shares of common stock on the date that is 90 days from the date of the employment agreement, and an additional 100,000 restricted shares of common stock to be issued on a quarterly basis in arrears commencing on December 31, 2015 through the end of the initial employment term on December 31, 2016. During the year ended December 31, 2015, $2,125,000 in fair value was recognized under this award. During the year ended December 31, 2015, 550,000 shares have been issued under this agreement.

During the year ended December 31, 2015, the Company issued 631,002 shares of common stock at fair value for $640,700 under three separate consulting agreements and recorded shares to be issued for $10,500.

Note 8 – RELATED PARTY TRANSACTIONS

During the year ended December 31, 2015 and 2014, the Company contracted services from a related company controlled by shareholders and officers of this Company. Contracted services included development and technology costs and administrative services that amounted to $82,691 and $76,791, respectively.

Note 9 – STOCKHOLDERS’ EQUITY (DEFICIT)

Preferred Stock

The Company has 5,000,000 shares Preferred Stock authorized at a par value of $0.001 and there are no outstanding as of December 31, 2015 and 2014.

Common Stock

The Company has 75,000,000 shares of Common Stock authorized at a par value of $0.001 as of December 31, 2015 and 2014. There were 46,735,500 and 45,554,498 shares issued and outstanding as of December 31, 2015 and 2014, respectively.

During the year ended December 31, 2015, the Company issued 1,181,002 shares of common stock, including 631,002 shares of common stock issued under three separate consulting agreements, and 550,000 shares of common stock to its CFO.

Dividend Policy

The Company has not yet adopted a policy regarding the payment of dividends and no dividends have been declared.

F-10

Note 10 – INCOME TAX

The following is the income tax expense reflected in the Statement of Operations for the years ended December 31, 2015 and 2014:

Income Tax Expense

		2015		2014
Current	$	-	$	-
Deferred		-		-
Total	$	-	$	-

The following are the components of loss before income tax reflected in the Statement of Operations for the years ended December 31, 2015 and 2014:

Components Of Loss Before Income Tax

	2015		2014
Loss before income tax	$	(3,743,376)	$	(1,166,154	)

Income tax	$	-	$	-

The following is a reconciliation of the provision for income taxes at the US federal income tax rate to the income taxes reflected in the Statement of Operations for the period ended December 31, 2015:

Income Tax Rate Reconciliation

	2015			2014
US statutory rates		34	%		34	%
Loss from operations		(34	)%		(34	)%
Tax expense at actual rate		-	%		-	%

Note 11 – COMMITMENTS AND CONTINGENCIES

Legal Matters

Note 12 – SUBSEQUENT EVENTS

Mr. David R. Wells resigned as our Chief Financial Officer, effective January 4, 2016.

On January 11, 2016, the Board of Directors of the Company appointed Mr. Mark W. Lee, to serve as our Chief Financial Officer on an interim basis. The Company retained Mr. Lee under the terms of a consulting agreement dated January 11, 2016, which provides for an initial term that expires December 31, 2017 subject to any party terminating the agreement upon 30 day’s notice, compensation of $2,500 per month and certain other customary terms. Mr. Lee resigned as our Chief Financial Officer, effective February 22, 2016.

F-11

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTINGS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures.

Our management, including our chief executive officer, have reviewed and evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2015. Following this review and evaluation, management collectively determined that our disclosure controls and procedures were not effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to management, including our chief executive officer, and our chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of 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 for external purposes in accordance with accounting principles generally accepted in the United States of America.

Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are 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.

We assessed the effectiveness of our internal control over financial reporting as of December 31, 2015. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework.

Based upon management’s assessment using the criteria contained in COSO, and for the reasons discussed below, our management has concluded that, as of December 31, 2015, our internal control over financial reporting was not effective.

The Public Company Accounting Oversight Board has defined a material weakness as a significant deficiency or combination of significant 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. Based on its evaluation, the Company’s Chief Executive Officer and Chief Financial Officer identified the following material weaknesses that existed in the design or operation of our internal control over financial reporting.

	●	We have insufficient quantity of dedicated resources and experienced personnel involved in reviewing and designing internal controls. As a result, a material misstatement of the interim and annual financial statements could occur and not be prevented or detected on a timely basis.

	●	We have not achieved the optimal level of segregation of duties relative to key financial reporting functions. The deficiency in our internal control is related to a lack of segregation of duties due to the size of the accounting department and the lack of experienced accountants due to the limited financial resources of the Company. We continue to actively search for additional capital in order to be in position to add the necessary staff to address this material weakness. We are also assessing how we can improve our internal control over financial reporting with the current number of employees in an effort to remediate this lack of segregation of duties.

	●	We did not perform an entity level risk assessment to evaluate the implication of relevant risks on financial reporting, including the impact of potential fraud related risks and the risks related to non-routine transactions, if any, on our internal control over financial reporting. Lack of an entity-level risk assessment constituted an internal control design deficiency which resulted in more than a remote likelihood that a material error would not have been prevented or detected, and constituted a material weakness.

Changes in Internal Control over Financial Reporting

There were no changes that occurred during the quarter ended December 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Executive Officers and Directors

The following table sets forth the name, age and position of our executive officers and the members of our Board of Directors.

Name	Age	Position

Nikola Bicanic	41	Chief Executive Officer and Director

Arben Kryeziu	37	Chief Technology Officer

Each director holds a term of office that expires at the next annual meeting of stockholders and until his successor has been elected and qualified. Our officers are elected by the Board of Directors and hold office at the will of the Board.

Nikola Bicanic

Mr. Bicanic has been the chief executive officer of Flikdate since its inception in 2012. He is an inventor and entrepreneur with one issued US patent on which he is a co-inventor. His commercial experience has focused in the start-up and capital formation functions of technology based businesses. From 2009 to 2012 he was CEO and co-founder of EchoEcho, a location based technology funded principally by Google Ventures and ProFounders Capital. Prior thereto, he operated and successfully sold DeltaBravo Limited, an e-commerce solutions agency which launched the e-commerce arm of European retail giant Arcadia Group. A serial entrepreneur, Mr. Bicanic has been an investor in and advisor to many technology startups. He is also a co-founder and investment committee member of mBloom Fund I LP, a venture and business startup fund based in Hawaii and funded by the Hawaii government together with private investors in a private-public investment partnership. Born and raised in Croatia, Mr. Bicanic attended Cambridge University and earned an MA in Chemistry. Mr. Bicanic was selected to a board because of his role as our Chief Executive Officer and his industry experience in technology development.

Arben Kryeziu

Mr. Kryeziu is the co-founder, CEO and Chairman of Code Rebel Inc. a software technology company and since 2001 has been the principal owner of BumpNetworks Ltd., a technology consulting company. He also currently holds the following positions: General Partner of mbloom Partners, a general partner of Hawaiian venture funds (since 2013) and founder of Ozolio LLC (since 2012). Mr. Kryeziu was previously Senior VP Engineering of Echoecho Media Inc. from 2011 to 2012, and CTO of Paradise Television Network from 2002 to 2005. Mr. Kryeziu was raised in Germany, and is a dual US and German citizen. He holds four issued US patents in the field of media data processing. He received a BS degree in logistics from Berufsakademie Stuttgart in 1999, and a BS in computer science from Fachhochschule Darmstadt in 2000.

Board Committees

We currently do not have an audit committee, a compensation committee or a nominating and corporate governance committee and our Board of Directors performs the principal functions of these committees. We have elected not to have these committees due to our limited number of executive officers and employees. In addition, we currently do not have an audit committee financial expert on our Board of Directors. We believe that we do not need an audit committee financial expert because the cost of hiring an audit committee financial expert to act as one of our directors and to be a member of an audit committee outweighs the benefits of having an audit committee financial expert at this time.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires certain executive officers and persons holding more than 10% of our common stock must report their initial ownership of the common stock, and any changes in that ownership, to the Securities and Exchange Commission, and furnish us with copies of the reports. The Securities and Exchange Commission has designated specific due dates for these reports.

Based solely on our review of copies of the reports received, and written representations from our directors and officers, we believe that the following persons subject to reporting under Section 16(a) of the Exchange Act did not timely file all required reports pursuant to such section concerning our common stock in 2014.

Name	Number of Late Reports		Transactions Not Timely Reported		Known Failures to File a Required Form
Nikola Bicanic		1		1		2
Arben Kryeziu		1		1		2

Code of Ethics

The Company does not have a code of ethics for our principal executive or principal financial officers, due to our size and current stage of development. The Company’s management intends to promote honest and ethical conduct, full and fair disclosure in our reports to the SEC, and compliance with applicable governmental laws and regulations. The Company expects to adopt a Code of Conduct and Ethics during this year.

ITEM 11. EXECUTIVE COMPENSATION

Compensation of Executive Officers

Nikola Bicanic received compensation of $27,500 during the year ended December 31, 2015. Nikola Bicanic was awarded a bonus for his services in 2014 of $51,095.

Employment Agreements

We do not currently have employment agreements with any of our executive officers or directors.

Potential Payments Upon Termination or Change-in-Control

None.

Compensation of Directors

Our directors have not received compensation from the Company. However, we intend to review and consider future proposals regarding board compensation. All travel and lodging expenses associated with corporate matters are reimbursed by us, if and when incurred.

Outstanding Equity Awards at Fiscal Year End Table

None.

Equity Compensation Plan Information

We do not have a equity compensation plan.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information as of the date of this report with respect to the beneficial ownership of our Common Stock for (i) each director and officer, (ii) all of our directors and officers as a group, and (iii) each person known to us to own beneficially five percent (5%) or more of the outstanding shares of the Company’s common stock.

To our knowledge, except as indicated in the footnotes to this table or pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to the shares of common stock indicated. The address of each of the following beneficial owners is 905 Pacific Avenue, Venice, CA 90291.

Name and Address of Beneficial Owner	Shares Beneficially Owned		Percentage Beneficially Owned
Nikola Bicanic, CEO, Director		8,593,260		18	%
Arben Kryeziu, CTO (2)		8,593,260		18	%
All Officers and Directors as a Group (2 persons)		17,186,520		37	%

(1) Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. Pursuant to the rules of the SEC, shares of common stock which an individual or group has a right to acquire within 60 days pursuant to the exercise of options or warrants are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be beneficially owned and outstanding for the purpose of computing the percentage ownership of any other person shown in the table.

(2) Held of record by Arben & Crystal Kryeziu’ Family Trust, A trust formed for the benefit of the family of Arben Kryeziu. Mr. Kryeziu, as trustee, has sole voting and dispositive power of the shares owned by the trust.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Related Party Transactions

Pursuant to an agreement dated January 7, 2014, as amended, FlikMedia repurchased from Brageo Holdings, Inc., as agent for certain of our original stockholders, an aggregate of 10,000,000 Company shares, for the aggregate sum of $300,000, or $0.03 per share. The Company granted 7,500,000 of such shares held in our treasury, at a value of $0.03 per share, to members of our former executive management, David Walters (2,500,000), Peter Wells (2,500,000) and Joe Lopez (2,500,000) for services rendered. These shares were issued subject to certain time and continued employment restrictions. The restrictions lapse on the earlier of January 7, 2017 or a change of control of FlikMedia.

On July 25, 2014, an aggregate of 12,300,000 shares of Company Common Stock issued in January 2014 to David Walters, Peter Wells, Joe Lopez, BDMG, Inc. and First Rate Boxing were returned to FlikMedia and cancelled. Such cancelled shares included an aggregate of 4,300,000 of the 7,000,000 shares of Company Common Stock then owned by David Walters, our CEO at the time, and Peter Wells, our Secretary at the time.

Except as set forth above, there were no material transactions, or series of similar transactions, during our last two fiscal years, or any currently proposed transactions, or series of similar transactions, to which we or any of our subsidiaries was or is to be a party, in which the amount involved exceeded the lesser of $120,000 or one percent of the average of the smaller reporting company’s total assets at year-end for the last two completed fiscal years and in which any director, executive officer or any security holder who is known to us to own of record or beneficially more than five percent of any class of Company Common Stock, or any member of the immediate family of any of the foregoing persons, had an interest.

Director Independence

We currently do not have any independent directors.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

Fees Paid to Independent Registered Public Accounting Firm

Audit Fees . Audit fees for 2015 and 2014 consisted of fees related to the audit and review of our consolidated financial statements, review of our interim consolidated financial statements, review of certain financial statements and consents related to registration statements. We were billed $28,250 by Lichter, Yu and Associates, Inc. for 2015.

Audit-Related Fees . We did not incur any audit-related fees for 2015 and 2014.

Tax Fees . We did not incur any audit-related fees for 2015 and 2014.

All Other Fees . There were no other service fees for 2015 and 2014.

Approval of Independent Registered Public Accounting Firm Services and Fees

The SEC requires that before our independent registered public accounting firm is engaged by us to render any audit or permitted non-audit related service, the engagement be either: (i) approved by our audit committee or (ii) entered into pursuant to pre-approval policies and procedures established by the audit committee; provided that the policies and procedures are detailed as to the particular service, the audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee’s responsibilities to management.

We do not have an audit committee. Our Board of Directors pre-approves all services provided by our independent registered public accounting firm. All of the above services and fees for 2015 and 2014 were pre-approved by our Board of Directors.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

The following are filed as part of this Annual Report:

1.	Financial Statements

The financial statements filed as part of this Annual Report begin on page F-1.

2.	Financial Statement Schedules

All schedules have been omitted since the required information is not present, or not present in amounts sufficient to require submission of the schedule, or because the information required is included in the Consolidated Financial Statements or the Notes thereto.

Exhibits

The following exhibits are required by Item 601 of Regulation S-K.

(a)	Documents filed as part of this Annual Report.

1.	Report of Independent Registered Public Accounting Firm

	Balance Sheets as of December 31, 2015 and December 31, 2014
	Statements of Operations for the Years Ended December 31, 2015 and period from inception (November 28, 2012) to December 31, 2014
	Statements of Changes in Stockholders’ (Deficit) Equity for the Years Ended December 31, 2015 and period from inception (November 28, 2012) to December 31, 2014
	Statements of Cash Flows for the Years Ended December 31, 2015 and period from inception (November 28, 2012) to December 31, 2014
	Notes to Consolidated Financial Statements

2.	Financial Statement Schedules

3.	Exhibits required to be filed by Item 601 of Regulation S-K

	Please see the “Exhibit Index,” which is incorporated herein by reference, following the signature page for a list of our exhibits.

Exhibit Index

Exhibit. No.		Description
3.1		Articles of Incorporation (1)
3.2		Bylaws (1)
3.3		Articles of Merger – Nevada / Name Change to CrossBox, Inc. (3)
3.4		Certificate of Merger – Delaware (2)
3.5		Articles of Merger – Nevada / Name Change to FlikMedia, Inc. (2)
10.1		Merger Agreement dated July 6, 2014 (2)
21.1		Subsidiary of the Registrant*
31.1		Certification of Principal Executive Officer pursuant to Rule 13a-14(a).*
32.1		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350.*
101.INS		XBRL Instance Document *
101.SCH		XBRL Taxonomy Extension Schema *
101.CAL		XBRL Taxonomy Extension Calculation Linkbase *
101.DEF		XBRL Taxonomy Extension Definition Linkbase *
101.LAB		XBRL Taxonomy Extension Label Linkbase *
101.PRE		XBRL Taxonomy Extension Presentation Linkbase *

	*	Filed Herewith

	(1)	Incorporated by reference from the S-1 Registration Statement filing date 2010-07-22.

	(2)	Incorporated by reference from the Current Report filing date 2014-08-12.

	(3)	Incorporated by reference from the Annual Report filing date 2015-05-19.

SIGNATURES

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

	FLIKMEDIA, INC.

Date: April 20, 2016	By:	/s/ Nikola Bicanic
		Nikola Bicanic
		Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934 this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Nikola Bicanic	Chief Executive Officer and Director	April 20, 2016
Nikola Bicanic	(Principal Executive Officer)

FlikMedia, Inc. - FORM 10-K/A - April 20, 2016

Attached files

FlikMedia, Inc. Reports