Myriad Interactive Media (MYRY) 10-Q 2013 Q2 Quarterly report

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
	For the quarterly period endedDecember 31, 2012
[  ]	Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
	For the transition period from __________ to__________
	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.

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

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: 56,978,470 as of February 13, 2013.

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	TABLE OF CONTENTS
		Page
PART I – FINANCIAL INFORMATION
Item 1:	Financial Statements	4
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	15
Item 4:	Controls and Procedures	16
PART II – OTHER INFORMATION
Item 1:	Legal Proceedings	17
Item 1A:	Risk Factors	17
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3:	Defaults Upon Senior Securities	17
Item 4:	Mine Safety Disclosures	17
Item 5:	Other Information	17
Item 6:	Exhibits	17

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Our financial statements included in this Form 10-Q are as follows:
5	Balance Sheets as of December 31, 2012 and June 30, 2012(unaudited);
6	Statements of Operations for the three months and six months ended December 31, 2012 and 2011 (unaudited);
7	Statements of Cash Flows for the six months ended December 31, 2012 and 2011 (unaudited);
8	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 December 31, 2012 are not necessarily indicative of the results that can be expected for the full year.

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MYRIAD INTERACTIVE MEDIA, INC.
Balance Sheets
ASSETS
			December 31,		June 30,
			2012		2012
			(unaudited)
CURRENT ASSETS
	Cash		$	6,460	$	5,579
	Accounts receivable			3,650		-
	Prepaid expenses			-		139,891
		Total Current Assets		10,110		145,470
EQUIPMENT, net				2,199		2,633
		TOTAL ASSETS	$	12,309	$	148,103
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
	Accounts payable		$	21,357	$	22,662
	Due to shareholder			58,532		25,124
	Convertible debt			65,000		-
		Total Current Liabilities		144,889		47,786
STOCKHOLDERS' EQUITY (DEFICIT)
	Preferred stock; 10,000,000 shares authorized,
	at $0.001 par value, none issued or outstanding
	and outstanding			-		-
	Common stock; 200,000,000 shares authorized,
	at $0.001 par value, 50,518,470 and 50,518,470
	shares issued and outstanding, respectively			50,518		50,518
	Additional paid-in capital			11,866,256		11,821,820
	Accumulated deficit			(12,049,354)		(11,772,021)
		Total Stockholders' Equity (Deficit)		(132,580)		100,317
		TOTAL LIABILITIES AND
		STOCKHOLDERS' EQUITY (DEFICIT)	$	12,309	$	148,103
The accompanying notes are an integral part of these financial statements.

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MYRIAD INTERACTIVE MEDIA, INC.
Statements of Operations
(unaudited)
			For the Three Months Ended				For the Six Months Ended
			December 31,				December 31,
			2012		2011		2012		2011
REVENUES			$	27,770	$	1,593	$	33,803	$	4,762
OPERATING EXPENSES
	Professional fees			32,653		12,382		258,162		56,823
	General and administrative			21,829		11,999		51,033		22,666
	Depreciation			254		-		516		-
		Total Operating Expenses		54,736		24,381		309,711		79,489
LOSS FROM OPERATIONS				(26,966)		(22,788)		(275,908)		(74,727)
OTHER INCOME (EXPENSE)
	Gain or (loss) on derivative					-				-
	Interest expense			(847)		-		(1,425)		-
		Total Other Income (Expense)		(847)		-		(1,425)		-
LOSS BEFORE INCOME TAXES				(27,813)		(22,788)		(277,333)		(74,727)
INCOME TAX EXPENSE				-		-		-		-
NET LOSS			$	(27,813)	$	(22,788)	$	(277,333)	$	(74,727)
BASIC LOSS PER SHARE			$	(0.00)	$	(0.00)	$	(0.01)	$	(0.00)
WEIGHTED AVERAGE
NUMBER OF SHARES OUTSTANDING				50,518,470		44,273,910		50,518,470		44,240,210
The accompanying notes are an integral part of these financial statements

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MYRIAD INTERACTIVE MEDIA, INC.
Statements of Cash Flows
(unaudited)
				For the Six Months Ended
				December 31,
				2012		2011
OPERATING ACTIVITIES
	Net loss			$	(277,333)	$	(74,727)
	Adjustments to reconcile net loss to net cash
	used by operating activities:
		Depreciation			529		-
		Common stock issued for services			139,891		-
		Stock options granted for services			44,436
	Changes in operating assets and liabilities:
		(Increase) decrease in prepaid expenses			-		26,630
		(Increase) decrease in accounts receivable			(3,650)		-
		Increase (decrease) in accounts payable			(1,305)		12,370
		Increase (decrease) in due to shareholder			20,990		-
		Increase (decrease) in deposits			-		-
			Net Cash Used in Operating Activities		(76,442)		(35,727)
INVESTING ACTIVITIES
		Purchase of computer equipment			(95)		-
			Net Cash Used in Investing Activities		(95)		-
FINANCING ACTIVITIES
		Proceeds from common stock					10,000
		Repayment of notes payable			-		-
		Proceeds from notes payable			-		-
		Repayment to shareholder			-		-
		Borrowings from shareholder			12,418
		Proceeds from convertible debt			65,000		-
			Net Cash Provided by Financing Activities		77,418		10,000
NET DECREASE IN CASH					881		(25,727)
CASH AT BEGINNING OF PERIOD					5,579		26,323
CASH AT END OF PERIOD				$	6,460	$	596
SUPPLEMENTAL DISCLOSURES OF
	CASH FLOW INFORMATION
	CASH PAID FOR:
		Interest		$	-	$	-
		Income Taxes		$	-	$	-
	NON CASH FINANCING ACTIVITIES:			$	-	$	-
The accompanying notes are an integral part of these financial statements.

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MYRIAD INTERACTIVE MEDIA, INC.

Notes to the Financial Statements

December 31, 2012 and June 30, 2012

 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 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 December 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, 2012 audited financial statements. The results of operations for the period ended December 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 six months ended December 31, 2012 the Company realized a net loss of $277,333 and has incurred an accumulated deficit of $12,049,354. 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 has an amount due to shareholders of $58,532 as of December 31, 2012. The amount is for the reimbursement of expenses paid for the Company by the shareholder, amounts loaned to help fund operations, and amounts owed to the shareholder for consulting services.

NOTE 4 – CONVERTIBLE NOTES PAYABLE

On July 31, 2012, the Company issued a convertible promissory note in the amount of $42,500.  The note is due on May 2, 2013 and bears interest at 8% per annum. The loan is secured by shares of the Company’s common stock. The loan becomes convertible 180 days after date of the note. The loan and any accrued interest can then be converted into shares of the Company’s common stock at a rate of 55% multiplied by the market price, which is the average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date.

On October 23, 2012, the Company issued a convertible promissory note in the amount of $22,500.  The note is due on July 25, 2013 and bears interest at 8% per annum. The loan is secured by shares of the Company’s common stock. The loan becomes convertible 180 days after date of the note. The loan and any accrued interest can then be converted into shares of the Company’s common stock at a rate of 55% multiplied by the market price, which is the average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date.

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MYRIAD INTERACTIVE MEDIA, INC.

Notes to the Financial Statements

December 31, 2012 and June 30, 2012

NOTE 5 – CAPITAL STOCK TRANSACTIONS

Preferred stock

The authorized preferred stock is 10,000,000 shares with a par value of $0.001. As of December 31, 2012, the Company has no shares of preferred stock issued or outstanding.

Common stockThe authorized common stock is 200,000,000 shares with a par value of $0.001. As of December 31, 2012, 50,518,470 shares were issued and outstanding. 

NOTE 6 – 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.

During the three months ended September 30, 2012, the Company issued 3,000,000 options for services performed by consultants. These options have a one year life and an exercise price of $0.10 and were valued at a total of $44,436. The Company calculated a relative fair value for these options based on a volatility of 305%, a risk-free interest rate of .17% and a stock price on the date of issuance of $0.02. 

During the year ended June 30, 2012, the Company issued 456,131 warrants in conjunction with common stock sold for cash. These warrants have a one year life and an exercise price of $0.15. The Company calculated a relative fair value for these warrants based on a volatility of 300% to 330%, a risk-free interest rate of .37% and a stock price on the date of issuance of $0.08 to $0.20. Changes in stock options during the periods ended December 31, 2012 and June 30, 2012 are as follows:

	Number		Weighted		Value
	Of		Average		if
	Options		Exercise Price		Exercised
Outstanding, June 30, 2011		1,000,000	$	0.20	$	200,000
Exercisable, June 30, 2011		1,000,000		0.20		200,000
Granted		—		—		—
Exercised		—		—		—
Cancelled		—		—		—
Outstanding, June 30, 2012		1,000,000		0.20		200,000
Exercisable, June 30, 2012		1,000,000		0.20		200,000
Granted		3,000,000		.10		300,000
Exercised		—		—		—
Cancelled		—		—		—
Outstanding, December 31, 2012		4,000,000	$	.125	$	500,000
Exercisable, December 31, 2012		4,000,000	$	.125	$	500,000

Changes in stock purchase warrants during the periods ended December 31, 2012 and June 30, 2012 are as follows:

			Weighted
	Number		Average		Value
	Of		Exercise		if
	Options		Price		Exercised
Outstanding, June 30, 2011		24,019,613		0.11	$	2,551,961
Exercisable, June 30, 2011		24,019,613		0.11		2,551,961
Granted		456,131		0.15		68,420
Exercised		—		—		—
Cancelled		—		—		—
Outstanding, June 30, 2012		24,475,744		0.11		2,620,381
Exercisable, June 30, 2012		24,475,744		0.11		2,620,381
Granted		—		—		—
Exercised		—		—		—
Cancelled		—		—		—
Outstanding, December 31, 2012		24,475,744	$	0.11	$	2,620,381
Exercisable, December 31, 2012		24,475,744	$	0.11	$	2,620,381

MYRIAD INTERACTIVE MEDIA, INC.

Notes to the Financial Statements

December 31, 2012 and June 30, 2012

NOTE 7 – 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.

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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.

Social Media Marketing

We currently have a team of 10 commission-based consultants 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.

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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.

Website Development

We have a separate team of 4 consultants 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.

Latin America Deal Aggregator

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.  

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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 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.

Mingle Suite Application

On September 19, 2012, we entered into an Agreement with Kalim Kahn to acquire all rights to a social media software application known as “The Mingle Suite Application.”  The closing date on the acquisition was October 1, 2012.  The Mingle Suite Application is a unique social media application that combines popular social media networks like Facebook, Twitter, Google+ and YouTube into one place. This will allow for seamless integration and ease of use for corporate clients looking for both an all-in-one solution for social media management, and a unique search engine optimization tool equipped with sophisticated analytics. The application was developed just over a year ago, and it is comparable to other popular social media platforms like HootSuite, Vitrue, Buddy Media & Radian6.

Our Agreement calls for a total purchase price of $250,000 to be paid for the Mingle Suite Application.  The purchase price shall be paid as follows:

·

Issuance of 5,000,000 shares of our common stock, to be valued at $75,000; and

·

Issuance of a Promissory Note in the amount of $175,000, payable on or before October 1, 2014.  

Our obligation to repay the Note in full will be conditional upon the seller generating a minimum of $500,000 in sales of the Mingle Suite Application on or before the due date of October 1, 2014. If the seller does not generate the minimum required sales, the Note shall be re-paid on a pro rata basis provided a minimum of $250,000 in sales is generated on or before the due date.

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Results of operations for the three months ended September 30, 2012 and 2011.

During the three months ended September 30, 2012, we earned revenue of $6,033. We incurred operating expenses in the amount of $254,975 for the three months ended September 30, 2012, consisting of professional fees in the amount of $225,509, general and administrative expenses of $29,204, and depreciation of $262.  In addition, we incurred interest expense of $578.  As a result, we incurred a net loss of $249,520 for the three months ended September 30, 2012.  By comparison, for the three months ended September 30, 2011, we earned revenue of $3,169.  We incurred operating expenses of $55,108 during the three months ended September 30, 2011, consisting of professional fees in the amount of $44,441 and general and administrative expenses of $10,667.  We incurred a net loss of $51,939 during the three months ended September 30, 2011. Our professional fees increased due to the issuance of 800,000 shares of our common stock during January 2012.

As we go forward with development and deployment of our social media marketing, deal-aggregator platforms, and related lines of business, we anticipate that both our expenses and our revenues will increase substantially over the course of the next 12 to 18 months.

Results of operations for the six months ended December 31, 2012 and 2011.

During the six months ended December 31, 2012, we earned revenue of $33,803. We incurred operating expenses in the amount of $309,711 for the six months ended December 31, 2012, consisting of professional fees in the amount of $258,162, general and administrative expenses of $51,033, and depreciation of $516.  In addition, we incurred interest expense of $1,425.  As a result, we incurred a net loss of $277,333 for the six months ended December 31, 2012.  By comparison, for the six months ended December 31, 2011, we earned revenue of $4,762.  We incurred operating expenses of $79,489 during the six months ended December 31, 2011, consisting of professional fees in the amount of $56,823 and general and administrative expenses of $22,666.  We incurred a net loss of $74,727 during the six months ended December 31, 2011. Our professional fees increased due to the issuance of 3,000,000 options  to purchase our common stock during the three months ended September 30, 2012.

As we go forward with development and deployment of our social media marketing, deal-aggregator platforms, and related lines of business, 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 December 31, 2012, we had total current assets of $10,110, consisting of cash in the amount of $6,460 and accounts receivable in the amount of $3,650.  As December 31, 2012, we had current liabilities of $144,889, consisting of accounts payable and accrued expenses in the amount of $21,357, a payable due to a shareholder in the amount of $58,532, a convertible note payable in the amount of $65,000.  Accordingly, we had a working capital deficit of $134,779 as of December 31, 2012.  We have not attained profitable operations and are dependent upon obtaining financing to pursue significant development and expansion of our planned search engine and social media marketing business.  We will need to raise approximately $250,000 in

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new capital in the short-term to put together a working environment for our team to assemble together for efficient production and growth.  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.

During 2012, we obtained $65,000 in financing from Asher Enterprises, Inc. under the terms of  Convertible Promissory Notes and related Securities Purchase Agreements.  The Notes issued to Asher Enterprises bear interest at a rate of 8% per year and are convertible at a conversion price equal to 55% of the Market Price of our common stock on the conversion date. For purposes of the Note, “Market Price” is defined as the average of the 3 lowest closing prices for our common stock on the 10 trading days immediately preceding the conversion date. The number of shares issuable upon conversion of the Note is limited so that the holder’s total beneficial ownership of our common stock may not exceed 4.99% of the total issued and outstanding shares. This condition may be waived at the option of the holder upon not less than 61 days notice.

Off Balance Sheet Arrangements

As of December 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 a cumulative deficit of $12,049,354 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 December 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 December 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 December 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.

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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 provide the information required by this Item.

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

None

Item 3. Defaults upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable.

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.
Date:	February 13, 2013
	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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