UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] | Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
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| For the quarterly period endedMarch 31, 2012 |
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[ ] | Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 |
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| For the transition period from __________ to__________ |
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| Commission File Number: 000-27645 |
Myriad Interactive Media, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 88-0258277 |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
7 Ingram Drive, Suite 128, Toronto, Ontario, Canada M6M 2L7 |
(Address of principal executive offices) |
(888) 648-9366 Ext. 2 |
(Registrant’s telephone number) |
___________________________ |
(Former name, former address and former fiscal year, if changed since last report) |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days [X] Yes [ ] No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [ ] Yes [X] No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
[ ] Large accelerated filer Accelerated filer | [ ] Non-accelerated filer |
[X] Smaller reporting company |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [] Yes [X] No
State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 50,518,470 as of May 3, 2012.
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| TABLE OF CONTENTS
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| Page |
PART I – FINANCIAL INFORMATION | ||
Item 1: | Financial Statements | 3 |
Item 2: | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 5 |
Item 3: | Quantitative and Qualitative Disclosures About Market Risk | 9 |
Item 4: | Controls and Procedures | 9 |
PART II – OTHER INFORMATION | ||
Item 1: | Legal Proceedings | 9 |
Item 1A: | Risk Factors | 9 |
Item 2: | Unregistered Sales of Equity Securities and Use of Proceeds | 10 |
Item 3: | Defaults Upon Senior Securities | 10 |
Item 4: | (Removed and Reserved) | 10 |
Item 5: | Other Information | 10 |
Item 6: | Exhibits | 10 |
![[f10q_myriadineractive3311002.gif]](https://capedge.com/proxy/10-Q/0001096555-12-000004/f10q_myriadineractive3311002.gif)
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Our financial statements included in this Form 10-Q are as follows: | |
F-1 | Balance Sheet as of March 31, 2012 and June 30, 2011(unaudited); |
F-2 | Statements of Operations for the three and nine months ended March 31, 2012 and 2011 and period from Inception to March 31, 2012 (unaudited); |
F-3 | Statements of Cash Flows for the nine months ended March 31, 2012 and 2011 and period from Inception to March 31, 2012 (unaudited); |
F-4 | Notes to Financial Statements |
These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended March 31, 2012 are not necessarily indicative of the results that can be expected for the full year.
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4
F-1
F-2
F-3
MYRIAD INTERACTIVE MEDIA, INC.
(fka IVANY NGUYEN, INC.)
Notes to the Financial Statements
March 31, 2012 and June 30, 2011
NOTE 1 - CONDENSED FINANCIAL STATEMENTS
On July 6, 2011, the Company’s board of directors approved a merger with its wholly-owned subsidiary, Myriad Acquisition Corp. As part of the merger with the wholly owned subsidiary, the Company’s board authorized a change in the name of the company to “Myriad Interactive Media, Inc.” The Company has not realized significant revenues during the period ended March 31, 2012, accordingly, the Company is classified as a development stage enterprise.
The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at March 31, 2012 and for all periods presented herein, have been made.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's June 30, 2011 audited financial statements. The results of operations for the period ended March 31, 2012 is not necessarily indicative of the operating results for the full year.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. During the nine months ended March 31, 2012 the Company realized a net loss of $375,039 and has incurred an accumulated deficit of $11,329,079. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE 3 – RELATED PARTY TRANSACTIONS
The Company currently has consulting agreements with two of the Company’s officers. Each agreement authorizes each member to receive $6,000 per month in consulting fees along with reimbursement of expenses incurred on the Company’s behalf. During the nine months ended March 31, 2012 the Company paid $65,200 in combined fees and expense reimbursements to these two officers.
NOTE 4 – CAPITAL STOCK TRANSACTIONS
Preferred stock
The authorized preferred stock is 10,000,000 shares with a par value of $0.001. As of March 31, 2012, the Company has no shares of preferred stock issued or outstanding.
F-4
MYRIAD INTERACTIVE MEDIA, INC.
(fka IVANY NGUYEN, INC.)
Notes to the Financial Statements
March 31, 2012 and June 30, 2011
NOTE 4 – CAPITAL STOCK TRANSACTIONS (CONTINUED)
Common stock
The authorized common stock is 200,000,000 shares with a par value of $0.001. As of March 31, 2012, 50,477,339 shares were issued and outstanding.
During the year ended June 30, 2011, the Company issued 550,000 shares of common stock for $55,000 cash to warrant holders upon the exercise of the warrants. The Company also issued 750,000 shares of common stock to a consultant for services performed. The stock was valued at $75,000 based on the per share trading price on the grant date. The Company also issued 400,000 shares of common stock to two consultants for consulting services to be provided over a term of one year. The stock was valued at $80,000 based on the per share trading price on the grant date. The services are being expensed over the twelve month contract. The remaining balance of the prepaid consulting fees was $26,630 as of June 30, 2011. During the year ended June 30, 2011, the Company also issued 3,000,000 shares of common stock with 3,000,000 attached warrants for cash proceeds of $300,000. The warrants are exercisable for a two year period at an exercise price of $0.15. The Company valued these warrants using the Black-Scholes valuation model using the assumptions detailed in footnote 7 and attributed a total of $148,377 of the total $300,000 proceeds to the warrants based on their relative fair value.
During the nine months ended March 31, 2012, the Company issued 415,000 shares of common stock for $41,500 cash and 415,000 stock purchase warrants exercisable at $0.15 per share. The warrants are exercisable for a one year period at an exercise price of $0.15. The Company valued these warrants using the Black-Scholes valuation model using the assumptions detailed in footnote 7 and attributed a total of $35,755 of the total $41,500 proceeds to the warrants based on their relative fair value. The Company also issued 5,000,000 shares of common stock to a consultant for consulting services to be provided over a six month period. The stock was valued at $800,000 based on the per share trading price on the grant date. The services are being expensed over the six month contract. The remaining balance of the prepaid consulting fees was $537,705 as of March 31, 2012. During the nine month period ended March 31, 2012, the Company also issued 855,462 shares of common stock to a consultant for services performed. The stock was valued at $85,546 based on the per share trading price on the grant date.
NOTE 5 – STOCK OPTIONS AND WARRANTS
The estimated value of the compensatory common stock purchase warrants granted to non-employees in exchange for services and financing expenses is determined using the Black-Scholes evaluation model.
On June 10, 2010, the Company entered into an Investor Relations Agreement for investor and public relations services. The services will include organizing presentations in several European cities, assistance with coverage in the German financial media, and certain shareholder relations matters. Under the Agreement, the Company agreed to compensate the consultant with options to purchase 1,000,000 shares of our common stock at an exercise price of $0.20 per share.
During the years ended June 30, 2011 and 2010, the estimated value of the compensatory common stock purchase warrants granted to non-employees in exchange for services and financing expenses was determined using the Black-Scholes pricing model and the following assumptions: expected term of 2-5 years, a risk free interest rate of 2.05-3.35%, a dividend yield of 0% and volatility of 90-907%. The amount of the expense charged to operations for compensatory options and warrants granted in exchange for services was $1,758,233.
During the year ended June 30, 2011 no compensatory common stock purchase options were granted. On October 17, 2010, the Company issued 1,000,000 warrants in conjunction with common stock sold for cash. These warrants have a two year life and an exercise price of $0.15. The Company calculated a relative fair value for these warrants based on a volatility of 142%, a risk-free interest rate of .37% and a stock price on the date of issuance of $0.20.
Additionally, on December 3, 2010, the Company issued 2,000,000 warrants in conjunction with common stock sold for cash. These warrants have a two year life and an exercise price of $0.15. The Company calculated a relative fair value for these warrants based on a volatility of 147%, a risk-free interest rate of .49% and a stock price on the date of issuance of $0.12.
F-5
MYRIAD INTERACTIVE MEDIA, INC.
(fka IVANY NGUYEN, INC.)
Notes to the Financial Statements
March 31, 2012 and June 30, 2011
NOTE 5 – STOCK OPTIONS AND WARRANTS (CONTINUED)
Changes in stock options issued through March 31, 2012 were as follows:
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| Weighted |
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| Number |
| Average |
| Value | ||||||
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| Of |
| Exercise |
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| Options |
| Price |
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Outstanding, June 30, 2009 |
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| 2,400,000 |
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| 0.10 |
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| $ | 240,000 |
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Exercisable, June 30, 2009 |
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| 2,400,000 |
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| 0.10 |
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| 240,000 |
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Granted |
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| — |
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| — |
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| — |
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Exercised |
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| 1,000,000 |
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| 0.20 |
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| 200,000 |
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Cancelled |
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| (2,400,000 | ) |
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| 0.10 |
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| (240,000 | ) |
Outstanding, June 30, 2010 |
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| 1,000,000 |
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| 0.20 |
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| 200,000 |
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Exercisable, June 30, 2010 |
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| 1,000,000 |
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| 0.20 |
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| 200,000 |
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Granted |
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| 1,000,000 |
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| 0.20 |
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| 200,000 |
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Exercised |
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| — |
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| — |
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| — |
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Cancelled |
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| — |
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| — |
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| — |
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Outstanding, June 30, 2011 |
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| 1,000,000 |
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| 0.20 |
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| 200,000 |
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Exercisable, June 30, 2011 |
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| 1,000,000 |
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| 0.20 |
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| 200,000 |
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Granted |
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| — |
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| — |
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Exercised |
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| — |
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| — |
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| — |
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Cancelled |
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| — |
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| — |
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| — |
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Outstanding, March 31, 2012 |
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| 1,000,000 |
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| $ | 0.20 |
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| $ | 200,000 |
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Exercisable, March 31, 2012 |
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| 1,000,000 |
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| $ | 0.20 |
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| $ | 200,000 |
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Changes in stock purchase warrants issued through March 31, 2012 were as follows:
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| Number |
| Average |
| Value | ||||||
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| Of |
| Exercise |
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| Price |
| Exercised | ||||||
Outstanding, June 30, 2009 |
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| 5,055,845 |
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| 0.25 |
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| $ | 1,278,247 |
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Exercisable, June 30, 2009 |
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| 5,055,845 |
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| 0.25 |
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| 1,278,247 |
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Granted |
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| 23,819,613 |
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| 0.10 |
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| 2,381,961 |
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Exercised |
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| (2,250,000 | ) |
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| 0.10 |
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| (225,000 | ) |
Cancelled |
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| (5,055,845 | ) |
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| 0.25 |
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| (1,278,247 | ) |
Outstanding, June 30, 2010 |
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| 21,569,613 |
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| 0.10 |
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| 2,156,961 |
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Exercisable, June 30, 2010 |
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| 21,569,613 |
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| 0.10 |
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| 2,156,961 |
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Granted |
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| 3,000,000 |
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| 0.15 |
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| 450,000 |
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Exercised |
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| (550,000 | ) |
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| 0.15 |
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| (55,000 | ) |
Cancelled |
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| — |
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| 0.10 |
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| — |
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Outstanding, June 30, 2011 |
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| 24,019,613 |
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| 0.11 |
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| 2,551,961 |
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Exercisable, June 30, 2011 |
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| 24,019,613 |
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| 0.11 |
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| 2,551,961 |
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Granted |
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| 100,000 |
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| 0.15 |
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| 15,000 |
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Exercised |
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| — |
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| — |
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| — |
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Cancelled |
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| — |
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| — |
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| — |
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Outstanding, March 31, 2012 |
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| 24,119,613 |
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| $ | 0.11 |
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| $ | 2,566,961 |
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Exercisable, March 31, 2012 |
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| 24,119,613 |
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| $ | 0.11 |
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| $ | 2,566,961 |
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MYRIAD INTERACTIVE MEDIA, INC.
(fka IVANY NGUYEN, INC.)
Notes to the Financial Statements
March 31, 2012 and June 30, 2011
NOTE 6 – SUBSEQUENT EVENTS
In accordance with ASC 855, Company management reviewed all material events through the date these financial statements were issued, and has determined that there are no additional material subsequent events to report.
F-7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Description of Business
We are a Delaware corporation formed on July 13, 1999. Our principal executive offices are located at 7 Ingram Drive, suite 128 Toronto, Ontario, Canada M6M 2L7. Our telephone number is 1-888-648-9366 On July 6, 2011, we changed our name to Myriad Interactive Media, Inc. Concurrently with the name change, we shifted our focus to the development of daily deal aggregation platform and social media marketing business. We have formed an interactive marketing team consisting of industry experts in search engine marketing and social media marketing. We plan to manage complex search programs and offer strategic insight into the design, development, launch and maintenance of such programs. In addition, we are focusing on the development of interactive media websites and plan to enter the mobile application market in the near future.
Deal Aggregator Platform – CupomZilla.Com.BR
We have developed an in-house daily deal aggregator web application for the Brazilian market called CupomZilla.com.br. The platform is a sophisticated application that tracks all of the daily deals in Brazil offered by daily deal sites like Groupon, PeixeUrbano and Groupalia. We track these deals by using both application programming interface (“API”) and parsing technology. Daily deals are run through our databases and are presented on our website to subscribers whom are using our deal filtering technology to source daily deals of particular interest. Our platform aggregates thousands of deals from every credible daily deal website in Brazil. Instead of checking every single website on a daily basis, users have the option to use our easy-to-use service and to track all of their deals on our website. When a user wants to purchase a deal, they are re-directed to the deal originating website for the final purchase. We receive referral commissions on daily deal sites that offer API access and commission services. For those sites that do not provide API’s, we do not receive any commissions.
By tracking all of the daily deal sites, we are able to compile valuable data reports on the entire daily deal industry in Brazil. We plan to introduce our own deals in the future which we believe will generate revenue for the company. We therefore believe it is essential to fully understand the market, what sells and what doesn’t and, most importantly, to build a relevant purchasing audience. For this reason, we are currently offering our aggregator platform for free.
CupomZilla.com.br is currently fully operational and has several unique features. We offer a deal map which tracks all of the daily deals in every major city in Brazil. Users can view the map and track deals that are in close proximity to their location. This is a valuable tool for people who are looking for deals close to work, school or home. We also offer filtering by category, which allows users can track specific deal categories. For users who only want restaurant deals and are not interested in any other offers, for example, the users can simply select “restaurants” and uncheck
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the other categories. The user will then instantly have the ability to scour through all of the active restaurant deals. Our platform also offers users the option to receive a daily deal email based on their selected categories.
We are currently developing additional technology which will take our platform mobile. As our focus is on emerging markets, we believe it is essential to offer this technology as more people in our current markets own mobile phones than they do printers. We plan to unveil electronic barcodes for our own daily deal offers and offer other unique services which are currently in the development stage.
We will require significant additional capital to execute on our planned expansion and continued development of our deal aggregator business. Our development budget for this line of business over the course of the next eighteen months is as follows:
Brazil – Phase 1 “Aggregator Roll-Out” 1 – 6 Months
Print / Radio Marketing | $200,000 |
Daily Deal Integration | $50,000 |
Social Media Marketing | $50,000 |
Travel & Meetings | $25,000 |
Office & Hosting | $25,000 |
Management & Consulting | $100,000 |
Total: | $500,000 |
Brazil – Phase 2 “Daily Deal Roll Out” 6 – 18 Months
Print / Radio Marketing | $250,000 |
Daily Deal Sales Teams | $250,000 |
Social Media Marketing | $500,000 |
Travel | $100,000 |
Office & Hosting | $100,000 |
Management & Consulting | $250,000 |
Maintenance & Development | $550,000 |
Total: | $2,000,000 |
Social Media Marketing
We currently have a team of 10 commission-based employees working on development of social media marketing campaigns. At this time, we are in talks with potential customers for various social media marketing campaigns. We have the ability to build and structure marketing campaigns for Facebook, Twitter and Google Plus. We can perform a comprehensive analysis on the customer’s target audience and utilize best practices in creating and launching social media campaigns. The most common campaigns we plan to conduct will be for the purpose of increasing brand recognition and driving user engagement.
Search Engine Marketing
Myriad Interactive Media Inc. is a recognized search firm with Google. We structure high quality adwords campaigns. Utilizing a best practice approach in developing these campaigns is of the upmost importance. Our search experts have developed a unique formula in analyzing and optimizing campaigns. By using key performance indicators and common benchmarks in conjunction with other metrics, we are able to successfully manage complex campaigns while driving costs and increasing leads.
Our search engine marketing campaigns do not require any further investment at this time. We are currently generating revenue from these activities. We charge a 20% fee for the design, implementation and management of these search campaigns.
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Website Development
We have a separate team of 4 employees working on website development and web architecture. Our team is proficient in all programming languages, including the Microsoft .NET framework. Our team can build complete web solutions from scratch, including graphic design and CSS coding. Our web development division is currently producing several projects for the company and generating revenue. The company will continue to develop this business in conjunction with its major in-house projects.
Application Development
We are currently developing an interactive mobile application for the Apple iPhone and Apple iPad devices. We are registered as an Apple developer and we plan on launching this application under our Apple SDK. We will also be introducing mobile development for the Google Android platform. We do not intend on developing applications for any RIM Blackberry mobile devices at this time. We may develop applications for RIM’s Blackberry devices in the near future. At this time, we are waiting for the latest OS version by RIM to further understand the revised architecture. We are currently in talks with several customers for the development of additional mobile applications.
Our budget for development of our interactive mobile application for iPhone and iPad is as follows:
iPhone / iPad Application Budget
iOS Programming | $10,000 |
Graphics & Artwork | $5,000 |
Social Media Marketing | $5,000 |
Search Engine Marketing | $5,000 |
Project Management | $5,000 |
Total: | $30,000 |
Results of operations for the three and nine months ended March 31, 2012 and 2011, and for the period from inception through March 31, 2012
During the three months ended March 31, 2012, we earned revenue of $32,365. We incurred expenses in the amount of $332,677 for the three months ended March 31, 2012, consisting of professional fees in the amount of $304,771, general and administrative expenses of $27,797, and depreciation of $109. As a result, we incurred a net loss of $300,312 for the three months ended March 31, 2012. By comparison, we earned no revenue and had expenses and a net loss of $152,624 for the three months ended March 31, 2011.
During the nine months ended March 31, 2012, we earned revenue of $37,127. We incurred expenses of $412,166, consisting of professional fees of $361,594, general and administrative expenses of $73,502, and depreciation of $109. As a result, we incurred a net loss of $375,039 for the nine months ended March 31, 2011. By comparison, we incurred total expenses and net loss of $533,432 during the nine months ended March 31, 2011. We have generated total income of $37,127, total expenses of $4,968,302, and a net loss of $4,931,175 from the inception of our current operations through March 31, 2012.
The largest component of our professional fees incurred in the three and nine months ended March 31, 2012 relate to 5,000,000 shares of common stock we issued to a consultant for consulting services to be provided over a six month period. The stock was valued at $800,000 based on the per share trading price on the grant date. The services are being expensed over the six month contract. During the three months ended March 31, 2012, we expensed $262,295 for common stock issued as compensation to the consultant.
Our revenues for the three and nine months ended March 31, 2012 were derived primarily from our social media marketing and development services. Two customers, Edgewater Wireless and Dynamic System Holdings, accounted for the majority of our revenue during the period.
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Our result of operations for the three and nine months ended March 31, 2012 relate to our current operations in the fields of social media marketing and internet-based deal aggregator platforms, while our results of operations for the three and nine months ended March 31, 2011 relate our discontinued bamboo plantation projects in Laos. In general, our current business requires fewer cash expenditures than our former business and is able to generate some revenue immediately without major capital expenditures. As we go forward with development and deployment of our social media marketing, deal-aggregator platforms, and related lines of business, however, we anticipate that both our expenses and our revenues will increase substantially over the course of the next 12 to 18 months.
Liquidity and Capital Resources
As of March 31, 2012, we had total current assets of $539,200, consisting of cash in the amount of $1,495 and prepaid expenses of $537,705. The prepaid expenses relate to 5,000,000 shares of common stock we issued to a consultant for consulting services to be provided over a six month period. The stock was valued at $800,000 based on the per share trading price on the grant date. The services are being expensed over the six month contract. The remaining balance of the prepaid consulting fees was $537,705 as of March 31, 2012.
As March 31, 2012, we had currently liabilities of $3,016, consisting entirely of accounts payable. Accordingly, we had working capital of $536,184. We have not attained profitable operations and are dependent upon obtaining financing to pursue significant development and expansion of our deal-aggregator, social media marketing, and related businesses. As discussed above, we will need to raise approximately $2,000,000 in additional capital in order to complete the full planned development of our CupomZilla deal-aggregator service. Although we are engaged in efforts to raise additional equity capital, we currently do not have any firm arrangements for the required equity financing and we may not be able to obtain such financing when required, in the amount necessary, or on terms that are financially feasible.
Off Balance Sheet Arrangements
As of March 31, 2012, there were no off balance sheet arrangements.
Going Concern
We have not attained profitable operations and are dependent upon obtaining financing to pursue significant business development activities. We have incurred cumulative net losses of $11,028,767 since our inception and require capital for our contemplated operational and marketing activities to take place. Our ability to raise additional capital through the future issuances of the common stock is unknown. The obtainment of additional financing, the successful development of our contemplated plan of operations, and our transition, ultimately, to the attainment of profitable operations are necessary for us to continue operations. For these reasons, our auditors stated in their report that they have substantial doubt we will be able to continue as a going concern.
Critical Accounting Policies
In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Currently, we do not believe that any accounting policies fit this definition.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
A smaller reporting company is not required to provide the information required by this Item.
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Item 4. Controls and Procedures
We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of March 31, 2012. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, Derek Ivany. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2012, our disclosure controls and procedures are not effective. There have been no changes in our internal controls over financial reporting during the quarter ended March 31, 2012.
Management determined that the material weaknesses that resulted in controls being ineffective are primarily due to lack of resources and number of employees. Material weaknesses exist in the segregation of duties required for effective controls and various reconciliation and control procedures not regularly performed due to the lack of staff and resources.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Limitations on the Effectiveness of Internal Controls
Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.
PART II – OTHER INFORMATION
Item 1. Legal Proceedings
We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.
Item 1A: Risk Factors
A smaller reporting company is not required to include this Item. Risk factors for our current lines of business can be found in our Quarterly Report on Form 10-Q for the quarter ended December 31, 2011, filed on February 14, 2012.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3. Defaults upon Senior Securities
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None
Item 4. Removed and Reserved
Item 5. Other Information
None.
Item 6. Exhibits
Exhibit Number | Description of Exhibit |
31.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
31.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
32.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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SIGNATURES
In accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Myriad Interactive Media, Inc. |
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Date: | May 8, 2012 |
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| By:/s/ Derek Ivany Derek Ivany Title: Chief Executive Officer, Principal Executive Officer, Chief Financial Officer, Principal Accounting Officer, and Director |
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