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EX-32.1 - EX32.1 - PACMAN MEDIA INC.pacman_ex32z1.htm
EX-31.1 - EX31.1 - PACMAN MEDIA INC.pacman_ex31z1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

For the fiscal year ended: July 31, 2017

 

[   ] 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: 333-202717

 

PACMAN MEDIA INC.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

 

Nevada

 

7373

 

32-0421189

(State or Other Jurisdiction of

Incorporation or Organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification No.)

 

David Mark Evans

President/Secretary/Treasurer/Director

Unit 8954

483 Green Lanes London, N134BS England, U.K.

Telephone No.: +44(745) 481-0618
e-mail: pacmanmedia@mail.ru

                                                                                               

 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

None

Securities registered under Section 12(b) of the Exchange Act

 

None

Securities registered under Section 12(g) of the Exchange Act

 

 

 

 

 


 

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

Large accelerated filer [  ] Accelerated filer [   ] Non-accelerated filer [   ] Smaller reporting company [X]

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [X] No [  ]

Applicable Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years.

N/A

Indicate by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court.  Yes[   ]  No[ X  ]

Applicable Only to Corporate Registrants

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:

Class

Outstanding as of July 31, 2017

Common Stock: $0.001

5,850,000

 


 

 

PART 1   

FINANCIAL INFORMATION

 

Item 1

Financial Statements (Unaudited)

4

   

   Balance Sheets

4

      

   Statements of Operations

5

 

   Statements of Cash Flows

6

 

   Notes to Financial Statements

7

Item 2.   

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

10

Item 3.   

Quantitative and Qualitative Disclosures About Market Risk

12

Item 4.

Controls and Procedures

12

PART II.

OTHER INFORMATION

 

Item 1   

Legal Proceedings

13

Item 2.  

Unregistered Sales of Equity Securities and Use of Proceeds

13

Item 3   

Defaults Upon Senior Securities

13

Item 4      

Mine safety disclosures

13

Item 5  

Other Information

13

Item 6      

Exhibits

13

 

Signatures

14


PACMAN MEDIA INC.

Condensed Balance Sheets  (unaudited) 

 

ASSETS

 

 

July 31, 2017

 

 

October 31, 2016

 

Current Assets

 

 

Cash and cash equivalents

  $     9,459 

  $    1,569 

 

Total Current Assets

        9,459 

        1,569 

 

 

 

Other Assets

 

 

Website Development

        6,500 

                - 

Total Assets

  $   15,959 

  $    1,569 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

Liabilities

 

 

Current Liabilities

 

 

Accrued expenses

  $            - 

  $           - 

Accounts Payable (Website Development)

        6,500 

                - 

Loan from director

        1,680 

        1,680 

Total Liabilities

  $     8,180 

  $    1,680 

 

Stockholders’ Equity

 

 

Common stock, par value $0.001; 75,000,000 shares authorized, 5,850,000 and 4,400,000 shares issued and outstanding respectively;

        5,850 

        4,400 

Additional paid in capital

      18,326 

        5,276 

Deficit accumulated during the development stage

     (16,397)

      (9,787)

Total Stockholders’ Equity (Deficit)

        7,779 

         (111)

Total Liabilities and Stockholders’ Equity

  $   15,959 

  $    1,569 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to condensed unaudited financial statements.

 

 

 

PACMAN MEDIA INC.

Condensed Statements of Operations (unaudited)

 

 

 

 

 Three months ended July 31, 2017

 Three months ended July 31, 2016

 Nine months ended July 31, 2017

Nine months ended July 31, 2016

 

 

 

 

 

REVENUES

$                - 

$                 - 

$                 - 

$         4,875 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

Professional Fees

           3,000 

               700 

            5,300 

            5,210 

Business License and Permits

           1,014 

                    - 

            1,014 

                    - 

Bank fees

                90 

                 90 

               296 

               232 

TOTAL OPERATING EXPENSES

           4,104 

               790 

            6,610 

           5,442 

 

 

 

 

 

NET INCOME/ LOSS FROM OPERATIONS

          (4,104)

             (790)

          (6,610)

             (567)

 

 

 

 

 

PROVISION FOR INCOME TAXES

                   - 

                    - 

                    - 

                    - 

 

 

 

 

 

NET INCOME/ LOSS

$       (4,104)

$           (790)

$        (6,610)

$           (567)

 

 

 

 

 

NET LOSS PER SHARE: BASIC AND DILUTED

$         (0.00)

$          (0.00)

$          (0.00)

$          (0.00)

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED

    5,303,087 

     4,000,000 

     5,303,087 

     4,000,000 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to condensed unaudited financial statements.

 

 

 

 

 

 

 

 

PACMAN MEDIA INC.

Condensed Statement of Cash Flows (unaudited)

 

 

 

 

Nine months to July 31, 2017

Nine months to July 31, 2016

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

Net loss for the period

   $     (6,610)

   $         (567)

Changes in assets and liabilities:

 

 

Increase in accounts payable

          6,500 

                  - 

Accounts Receivable

                        - 

                        - 

CASH FLOWS USED IN OPERATING ACTIVITIES

              (110)

              (567)

 

 

 

CASH FLOWS USED IN INVESTIG ACTIVITIES

 

 

         Website Development

           (6,500)

 

CASH FLOWS USED IN INVESTING ACTIVITIES

           (6,500)

                        - 

 

 

 

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES

 

 

Issuance of Common Stock

           14,500 

              1,500 

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES

           14,500 

              1,500 

 

 

 

 

 

 

 

 

 

NET INCREASE IN CASH

          7,890 

             933 

Cash, beginning of period

          1,569 

             552 

Cash, end of period

  $      9,459 

  $      1,485 

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION:

 

 

Interest paid

  $             - 

  $             - 

Income taxes paid

  $             - 

  $             - 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to condensed unaudited financial statements.

 

 

 

 

Notes to the Financial Statements

 

Note 1: Organization and Basis of Presentation

 

Pacman Media, Inc. (the “Company”) is a for profit corporation established under the corporation laws in the State of Nevada, United States of America on September 25, 2013.

 

The Company intends to commence operations as a developer of mobile apps to be used on smartphones, tablet computes, and other mobile devices.

 

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Financial Statements and related disclosures as of October 31, 2016 are audited pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Unless the context otherwise requires, all references to “Pacman Media, Inc.,” “we,” “us,” “our” or the “company” are to Pacman Media, Inc.

 

 

Note 2: Going Concern

 

The accompanying financial statements and notes have been prepared assuming that the Company will continue as a going concern.

 

For the period ended July 31, 2017, the Company had a net loss of $6,610.  The Company’s ability to continue as a going concern is dependent upon the Company’s ability to generate sufficient revenues to operate profitably or raise additional capital through debt financing and/or through sales of common stock.

 

Note 3: Significant Accounting Policies and Recent Accounting Pronouncements

 

Use of Estimates and Assumptions

 

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 disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.

 

Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.

 

 

Disclosures as of July 31, 2017 and 2016

ASC 825, “Disclosures about Fair Value of Financial Instruments”, requires disclosure of fair value information about financial instruments.  ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements.  Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of July 31, 2017.

 

The respective carrying values of certain on-balance-sheet financial instruments approximate their fair values.  These financial instruments include cash, accrued liabilities and notes payable. 

Fair values were assumed to approximate carrying values for these financial instruments since they are short term in nature and their carrying amounts approximate fair value.

 

related footnotes should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on

Form 10K for the year ended October 31, 2016, filed with the Securities and Exchange Commission.

 

 

 

 

Basic and Diluted Loss Per Share

 

The Company computes earnings (loss) per share in accordance with ASC 260-10-45 “Earnings per Share”, which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common stockholders by the weighted average number of outstanding common shares during the period.  Diluted earnings (loss) per share gives effect to all dilutive potential common shares outstanding during the period.  Dilutive earnings (loss) per share excludes all potential common shares if their effect is anti-dilutive. The Company has no potential dilutive instruments, and therefore, basic and diluted earnings (loss) per share are equal.

 

Revenue Recognition

 

The Company will recognize revenue in accordance with Accounting Standards Codification No. 605, “Revenue Recognition” ("ASC-605"). ASC-605 requires that four basic criteria must be met before revenue can be recognized:

 

  1. Persuasive evidence of an arrangement exists
  2. Delivery has occurred

 

  1. The selling price is fixed and determinable
  2. Collectability is reasonably assured.

 

Determination of criteria (3) and (4) are based on management's judgment regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, or other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.

 

Recent Accounting Pronouncements

 

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

 

Note 4: Legal Matters

 

The Company has no known legal issues pending.

 

Note 5: Other Assets

 

The Company have utilized ACOOLA, Ltd. for development of our website http://www.pacman-media.com. Having started the project on June 1, 2017 ACOOLA, Ltd., has completed the works as of July 31, 2017.   Pacman Media, Inc. has an outstanding invoice with ACOOLA, Ltd. in accounts payable in the amount of $6,500 as of July 31, 2017.

 

Note 6: Debt

From September 25, 2013 through July 31, 2017, Dave Evans, the sole director and President of the Company, provided loans to the Company totaling $1,680, which is being carried as a note payable. The loan is non-interest bearing, unsecured and due upon demand.

 

Note 7: Capital Stock

 

On September 25, 2013 the Company authorized 75,000,000 shares of commons stock with a par value of $0.001 per share.

 

On October 16, 2014 the Company issued 4,000,000 common shares for cash proceeds of $4,000.

 

On July 25, 2016 and July 26, 2016 the Company issued 150,000 common shares for cash proceeds of $1,500.

 

During the month of September, 2016 the Company issued 250,000 common shares for cash proceeds of $2,500.

 

During the months of November, December and January 2017, the Company issued 520,000 common shares for cash proceeds of $5,200 at $0.01 per share.

 

As of July 31, 2017 the Company issued 930,000 common shares for cash proceeds of $9,300 at $0.01 per share.

 

As of July 31, 2017 there were 5,850,000 shares of common stock issued and outstanding.

 

As of July 31, 2017 there were no outstanding stock options or warrants.

 

Note 8: Income Taxes

 

The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. 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 are expected to be recovered or settled.

 

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.

 

ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented.

 

Note 9: Related Party Transactions

 

The Company neither owns nor leases any real or personal property. The director of the Company provides office space and services free of charge. The Company's sole officer and director is involved in other business activities and may in the future, become involved in other business opportunities as they become available.

 

The Company has a related party transaction involving the sole director and officer.  From September 25, 2013 through July 31, 2017, Dave Evans, the sole director and President of the Company, provided loans to the Company totaling $1,680, which is being carried as a note payable.

 

 

Note 10: Subsequent Events

 

In accordance with ASC 855-10, the Company has evaluated events subsequent through the date these financial statements have been issued to assess the need for potential recognition or disclosure in this report. Such events were evaluated through July 31, 2017 and to the date these financial statements were available to be issued.

 

 

 

 

 

FORWARD LOOKING STATEMENTS

 

Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

 

 

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

 

 

 

Employees and Employment Agreements

 

At present, we have no employees other than our officer and director.  We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt such plans in the future.  There are presently no personal benefits available to any officers, directors or employees.

 

 

Results of Operation

 

Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

 

Three and Nine Months Periods Ended July 31, 2017 and 2016  

 

Our net loss for the three months periods ended July 31, 2017 and 2016 were $(4,104) and $(790).  During the three months periods ended July 31, 2017 and 2016 we have not generated revenue.

 

Our net loss for the nine months periods ended July 31, 2017 and 2016 were $(6,610) and $(567).  During the nine months periods ended July 31, 2017 we have not generated revenue.  During the nine months periods ended July 31, 2016 we have generated revenue in the amount of $4,875.

 

During the three and nine months periods ended July 31, 2017 and 2016, our operating expenses consisted of bank fees, professional fees and business license and permits. The weighted average number of shares outstanding was 6,172,637 and4,000,000 for the three months ended July 31, 2017 and 2016.  The weighted average number of shares outstanding was 5,429,546 and4,000,000 for the nine months ended July 31, 2017 and 2016.

 

Liquidity and Capital Resources

 

Three Months Period Ended July 31, 2017 

 

As at July 31, 2017, our total assets were $15,959 compared to $1,569 in total assets as of October 31, 2016. Total assets were comprised of cash and equivalents and other asset (website development).  As at July 31, 2017 our current liabilities were $8,180 and as at October 31, 2016, our current liabilities were $1,680. Stockholders’ equity was $ 7,779 as of July 31, 2017 compare to stockholders' equity of $ (111) as of October 31, 2016.  

 

Cash Flows from Operating Activities

 

We have not generated positive cash flows from operating activities for the nine months period ended July 31, 2017, net cash flows used in operating activities was $(110) and for the nine months period ended July 31, 2016 $(567).

 

Cash Flows from Investing Activities

 

For the nine months period ended July 31, 2017, we have generated negative cash flows from investing activities in the amount of $ (6,500).  For the nine months period ended July 31, 2016, we have not generated cash flows from investing activities.

Cash Flows from Financing Activities

For the nine months period ended July 31, 2017 and 2016, we have generated cash flows from financing activities $14,500 and $1,500 from issuance of common stock. 

 

Plan of Operation and Funding

 

We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.

 

Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next three months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations. We will have to raise additional funds in the next twelve months in order to sustain and expand our operations. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We have and will continue to seek to obtain short-term loans from our directors, although no future arrangement for additional loans has been made. We do not have any agreements with our directors concerning these loans. We do not have any arrangements in place for any future equity financing.

 

Off-Balance Sheet Arrangements

 

As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

 

Going Concern

 

The independent auditors' review report accompanying our October 31, 2016 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

No report required.

 

 

ITEM 4. CONTROLS AND PROCEDURES

 

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of July 31, 2017. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the three-month period ended July 31, 2017that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

 

 

PART II. OTHER INFORMATION

 

 

ITEM 1. LEGAL PROCEEDINGS

 

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

 

 

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

 

No report required.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

No report required.

 

 

ITEM 4. MINE SAFETY DISCLOSURES

           

Not applicable.

 

 

ITEM 5. OTHER INFORMATION

 

No report required.

 

 

ITEM 6. EXHIBITS

           

Exhibits:

 

 

31.1 Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

 

31.2 Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

 

32.1 Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

 

 

SIGNATURES

 

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

 

 

Pacman Media Inc.

 

Dated: October 5, 2017

By: /s/ David Mark Evans

David Mark Evans, President and Chief Executive Officer and Chief Financial Officer