UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] Quarterly Report Under Section 13 or 15(D) of the Securities Exchange Act of 1934
for the quarterly period endedJune 30, 2007
[ ] Transition Report Under Section 13 or 15(D) of the Securities Exchange Act of 1934
for the transition period from _____ to _____
Commission File Number:000-52451
MAGENTA MEDIA (US) INC.
(Name of small business issuer as specified in its charter)
NEVADA | N/A |
(State or other jurisdiction of incorporation or | (IRS Employer Identification No.) |
organization) | |
Suite 3.19, 130 Shaftesbury Avenue, London, England WID 5EU
(Address of principal executive offices)
+44 (0) 20 7031 1185
Issuer's telephone number
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange
Act during the past 12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant 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 equity, as of the latest
practicable date.32,065,295 shares of common stock as of September 17, 2007.
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
FORWARD-LOOKING STATEMENTS
This quarterly report on Form 10-QSB contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements involve risks and uncertainties, including statements regarding our capital needs, business plans and expectations. Such forward-looking statements involve risks and uncertainties regarding our ability to achieve commercial levels of sales of our Magenta WGE application, our ability to successfully market our Magenta WGE application, our ability to continue development and upgrades to the Magenta WGE application, availability of funds, government regulations, common share prices, operating costs, capital costs and other factors. Forward-looking statements are made, without limitation, in relation to our operating plans, our liquidity and financial condition, availability of funds, operating costs and the market in which we compete. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict", "potential" or "continue", the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including the risks outlined in our registration statement on Form SB-2, filed originally with the United States Securities and Exchange Commission (the “SEC”) on November 8, 2006, as amended, this quarterly report on Form 10-QSB, and, from time to time, in other reports we file with the SEC. These factors may cause our actual results to differ materially from any forward-looking statement. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.
ii
MAGENTA MEDIA (US) INC.
Quarterly Report On Form 10-QSB
For The Quarterly Period Ended
June 30, 2007
INDEX
iii
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
The following unaudited consolidated financial statements of Magenta Media (US) Inc. (the “Company”) are included in this Quarterly Report on Form 10-QSB:
- 1 -
Magenta Media (US) Inc.
(Formerly Hasox Inc.)
(A Development Stage Company)
CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2007
(Unaudited)
Magenta Media (US) Inc.
(Formerly Hasox Inc.)
(A Development Stage Company)
Consolidated Balance Sheets
| | June 30, | | | September 30, | |
| | 2007 | | | 2006 | |
ASSETS | | (Unaudited) | | | (Audited) | |
Current | | | | | | |
Cash | $ | 9,176 | | $ | 35,242 | |
Accounts receivable | | - | | | 1,886 | |
| | 9,176 | | | 37,128 | |
| | | | | | |
Equipment, net | | 863 | | | 1,657 | |
| $ | 10,039 | | $ | 38,785 | |
| | | | | | |
LIABILITIES | | | | | | |
Current | | | | | | |
Accounts payable | $ | 123,716 | | $ | 33,844 | |
Accrued liabilities | | 21,669 | | | 49,949 | |
Due to related parties(Note 2) | | 38,264 | | | 27,136 | |
| | 183,649 | | | 110,929 | |
| | | | | | |
Loan payable(Note 3) | | 23,437 | | | - | |
| | | | | | |
| | | | | | |
STOCKHOLDERS’ DEFICIENCY | | | | | | |
Capital Stock | | | | | | |
Common Stock | | | | | | |
Authorized: 100,000,000 common shares with $0.001 par value | | | | | | |
Issued: 32,065,295 shares (March 31, 2007 and | | | | | | |
September 30, 2006) | | 32,065 | | | 32,065 | |
Additional paid-in capital | | 2,047,539 | | | 2,047,539 | |
Preferred Stock | | | | | | |
Authorized: 5,000,000 shares with $0.001 par value | | | | | | |
Issued: Nil | | | | | | |
Accumulated comprehensive income | | 3,163 | | | 6,896 | |
Deficit accumulated during the development stage | | (2,279,814 | ) | | (2,158,644 | ) |
| | (197,047 | ) | | (72,144 | ) |
| $ | 10,039 | | $ | 38,785 | |
- See Accompanying Notes -
F-1
Magenta Media (US) Inc.
(Formerly Hasox Inc.)
(A Development Stage Company)
Consolidated Statements of Operations
(Unaudited)
| | | | | | | | | | | | | | Cumulative | |
| | | | | | | | | | | | | | From | |
| | | | | | | | | | | | | | Incorporation | |
| | For the Three | | | For the Three | | | For the Nine | | | For the Nine | | | February 18, | |
| | Months Ended | | | Months Ended | | | Months Ended | | | Months Ended | | | 2004 to | |
| | June 30, | | | June 30, | | | June 30, | | | June 30, | | | June 30, | |
| | 2007 | | | 2006 | | | 2007 | | | 2006 | | | 2007 | |
| | | | | | | | | | | | | | | |
Sales | $ | - | | $ | 25 | | $ | - | | $ | 1,757 | | $ | 2,542 | |
| | | | | | | | | | | | | | | |
Direct Costs | | - | | | - | | | - | | | - | | | - | |
| | | | | | | | | | | | | | | |
Gross Profit | | - | | | 25 | | | - | | | 1,757 | | | 2,542 | |
| | | | | | | | | | | | | | | |
General and Administrative Expenses | | | | | | | | | | | | | | | |
Accounting and auditing | | 15,659 | | | 4,047 | | | 62,747 | | | 15,759 | | | 166,484 | |
Bad debt | | - | | | - | | | - | | | - | | | 870 | |
Depreciation | | 327 | | | 414 | | | 850 | | | 1,391 | | | 4,016 | |
Development | | - | | | - | | | - | | | - | | | 31,568 | |
Filing fees | | 423 | | | - | | | 4,739 | | | - | | | 4,739 | |
Intellectual property | | - | | | 1,750,000 | | | - | | | 1,750,000 | | | 1,750,000 | |
Legal | | 2,041 | | | 645 | | | 20,368 | | | 645 | | | 46,268 | |
Management | | - | | | - | | | - | | | - | | | 1,819 | |
Marketing and public relations | | - | | | - | | | - | | | - | | | 42,444 | |
Office | | - | | | 13 | | | 97 | | | 824 | | | 3,250 | |
Rent(Note 2) | | 2,978 | | | 2,739 | | | 8,783 | | | 7,992 | | | 35,238 | |
Salaries and wages(Note 2) | | 127 | | | 12,106 | | | 14,560 | | | 46,175 | | | 178,062 | |
Technical support | | - | | | 57 | | | - | | | 57 | | | 5,886 | |
Transfer agent fees | | 25 | | | - | | | 1,965 | | | - | | | 1,965 | |
Travel and promotion | | - | | | - | | | - | | | - | | | 830 | |
Total General and Administrative | | | | | | | | | | | | | | | |
Expenses | | 21,580 | | | 1,770,021 | | | 114,109 | | | 1,822,843 | | | 2,273,439 | |
| | | | | | | | | | | | | | | |
Loss from Operations | | (21,580 | ) | | (1,769,996 | ) | | (114,109 | ) | | (1,821,086 | ) | | (2,270,897 | ) |
| | | | | | | | | | | | | | | |
Other Income (Expense) | | | | | | | | | | | | | | | |
Interest income (expense) | | 52 | | | (216 | ) | | (241 | ) | | (37 | ) | | (241 | ) |
Write-down of assets | | - | | | - | | | | | | - | | | (666 | ) |
Foreign exchange loss | | (6,871 | ) | | (1,162 | ) | | (6,820 | ) | | (1,162 | ) | | (8,010 | ) |
| | | | | | | | | | | | | | | |
Net Loss | $ | (28,399 | ) | $ | (1,771,374 | ) | $ | (121,170 | ) | $ | (1,822,285 | ) | $ | (2,279,814 | ) |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Weighted Average Shares | | | | | | | | | | | | | | | |
Outstanding – Basic and Diluted | | 32,065,295 | | | 17,661,332 | | | 32,065,295 | | | 14,220,444 | | | | |
| | | | | | | | | | | | | | | |
Loss per Share – Basic and Diluted | $ | (0.00 | ) | $ | (0.10 | ) | $ | (0.00 | ) | $ | (0.13 | ) | | | |
- See Accompanying Notes -
F-2
Magenta Media (US) Inc.
(Formerly Hasox Inc.)
(A Development Stage Company)
Consolidated Statements of Cash Flows
(Unaudited)
| | | | | | | | Cumulative | |
| | | | | | | | From | |
| | | | | | | | Incorporation | |
| | For the Nine | | | For the Nine | | | February 18, | |
| | Months Ended | | | Months Ended | | | 2004 to | |
| | June 30, | | | June 30, | | | June 30, | |
| | 2007 | | | 2006 | | | 2007 | |
Operating | | | | | | | | | |
Net Loss | $ | (121,170 | ) | $ | (1,822,285 | ) | $ | (2,279,814 | ) |
Items not involving cash: | | | | | | | | | |
Depreciation | | 850 | | | 1,391 | | | 4,016 | |
Write-down of assets | | - | | | - | | | 666 | |
Shares for consulting services | | - | | | - | | | 4,475 | |
Shares for intellectual property | | - | | | 1,750,000 | | | 1,750,000 | |
Changes in non-cash working capital items: | | | | | | | | | |
Accounts receivable | | 1,886 | | | (1,856 | ) | | - | |
Accounts payable | | 89,872 | | | (14,061 | ) | | 100,514 | |
Accrued liabilities | | (28,280 | ) | | (25,470 | ) | | 9114 | |
Net cash flows used in operations | | (56,842 | ) | | (112,281 | ) | | (411,029 | ) |
| | | | | | | | | |
Investing | | | | | | | | | |
Acquisition of equipment | | - | | | (827 | ) | | (5,489 | ) |
Cash acquired on purchase of Hasox Inc. | | - | | | 144,124 | | | 167,751 | |
Net cash flows from investing activities | | - | | | 143,297 | | | 162,262 | |
| | | | | | | | | |
Financing | | | | | | | | | |
Amount due to related parties | | 11,128 | | | 11,580 | | | 38,264 | |
Loan proceeds | | 23,437 | | | - | | | 203,175 | |
Share issuances for cash | | - | | | - | | | 13,397 | |
Net cash flows from financing activities | | 34,565 | | | 11,580 | | | 254,836 | |
| | | | | | | | | |
Effect of exchange rate changes | | (3,789 | ) | | (3,037 | ) | | 3,107 | |
| | | | | | | | | |
Change in Cash | | (26,066 | ) | | 39,559 | | | 9,176 | |
Cash, Beginning | | 35,242 | | | 14,097 | | | - | |
Cash, Ending | $ | 9,176 | | $ | 53,656 | | $ | 9,176 | |
| | | | | | | | | |
Supplemental Cash Flow Information | | | | | | | | | |
Cash paid for: | | | | | | | | | |
| | | | | | | | | |
Income Taxes Paid | $ | - | | $ | - | | $ | - | |
Interest Paid | $ | - | | $ | - | | $ | - | |
- See Accompanying Notes -
F-3
Magenta Media (US) Inc. |
(Formerly Hasox Inc.) |
(A Development Stage Company) |
Notes to Consolidated Financial Statements |
March 31, 2007 |
(Unaudited) |
|
1. | Basis of Presentation |
| | |
| Unaudited Interim Consolidated Financial Statements |
| | |
| The accompanying unaudited interim consolidated financial statements have been prepared in accordance with United States generally accepted accounting principals for interim financial information and with the instructions to Form 10-QSB of Regulation S-B. They do not include all information and footnotes required by generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there have been no material changes in the information disclosed in the notes to the consolidated financial statements for the year ended September 30, 2006 included in the Company’s Form SB-2 filed with the Securities and Exchange Commission. The unaudited interim consolidated financial statements should be read in conjunction with those consolidated financial statements included in the Form SB-2. In the opinion of management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the nine months ended June 30, 2007 are not necessarily indicative of the results that may be expected for the year ending September 30, 2007. |
| | |
| | |
2. | Related Transactions |
| | |
| a) | The amounts due to related parties of $38,264 (September 30, 2006 - $27,136) are non-interest bearing, unsecured and due on demand. Included in due to related parties are $14,009 (September 30, 2006 - $13,091) with a corporate shareholder of the Company, $24,047 (September 30, 2006 - $14,045) owing to a company with directors in common with a corporate shareholder of the Company, and $208 (September 30, 2006 - $Nil) owing to a director. |
| | |
| b) | During the period ended June 30, 2007, the Company paid $12,907 (June 30, 2006 - $41,632) in salary to its managing director. |
| | |
| c) | During the period ended June 30, 2007 the company paid $8,783 (June 30, 2006 - $7,992) for rent to a company with directors in common with a corporate shareholder of the Company. |
| | |
| The above transactions, occurring in the normal course of operations, are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties. |
| |
| | |
3. | Loan Payable |
| | |
| During the period, the Company received loan advances from Karada Ltd. (“Karada”), an unrelated third party. As at June 30, 2007, the loan balance was $23,437. |
| | |
| Subsequent to the period end, the Company entered into a formal loan agreement with Karada to clarify the interest and repayment terms of the advances and also provide further funding. The line of credit is a draw down facility which is unsecured and available in minimum tranches of $5,000 up to a maximum of $250,000 bearing interest at a rate of 5% per annum calculated monthly, for a period of five years ending July 1, 2012. The loan is due on demand after the maturity date. In the event of a default, the interest rate increases to 10% per annum calculated monthly. In addition, a lending fee of $1,000 will be applied to the balance owing and due on the maturity date. |
| |
F-4
Item 2. Management’s Discussion and Analysis
The following discussion of our financial condition, changes in financial condition and results of operations for the three and nine months ended June 30, 2007 should be read in conjunction with our unaudited consolidated interim financial statements and related notes for the three and nine months ended June 30, 2007.
Overview of Our Business
We were incorporated on May 23, 2005 under the laws of the State of Nevada. We carry out our business operations through our wholly owned subsidiary, Magenta New Media Ltd. ("Magenta UK"), located in the United Kingdom. Our principal executive office is located at Suite 3.19, 130 Shaftesbury Avenue, London, England, W1D 5EU. Our telephone number is +44(0)20 7031 1185 and our fax number is +44(0)20 7031 1199.
We are the owner of an integrated computer software and hardware based platform that enables hotels to provide their guests with wireless entertainment and services through the use of a single hand-held computer or personal digital assistant (“PDA”) device that hotels give to their guests upon check-in. We refer to this computer software and hardware platform as the “Wireless Guest Entertainment” (“WGE”) platform. Our WGE platform has been designed with the objective of providing hotels with the opportunity to increase revenue and guest satisfaction by providing wireless entertainment and services packages to their guests. Our WGE platform enables hotel guests to have a higher degree of control of their in-room experience on a single hand-held computer or PDA.
Our Magenta WGE technology consists of two complementary technologies—the New Media technology and the TV Extension Platform technology. The New Media technology is a software and hardware package for wireless hotel in-room entertainment systems that incorporates the use of a programmed handheld PDA that enables hotel guests to wirelessly order and pay for a variety of hotel based services. The TV Extension Platform technology consists of a software platform that enables the launch of interactive services by a television broadcaster. The combined platform allows for interaction between hotel guests and the television service and between the hotel’s financial processing systems, which are able record and process the purchase of products or services through the Magenta WGE network.
We launched our WGE platform in June 2005 when we started a pilot program within a small luxury hotel in Kensington, London. We deployed the Magenta system in the hotel and guests voluntarily tried it throughout their stays. We received positive feedback from guests, which we used as a basis for further developments. Hotel staff adapted to the Magenta WGE application quickly and expressed satisfaction with the benefits of the intuitive user interface and the increased efficiency that the Magenta WGE provided within the hotel. This pilot program is still in place, and we plan to continue this pilot program to test further developments of our WGE platform.
We have earned only minimal revenues to date. Our plan of operations is to generate revenues by licensing our WGE solution to hotels and selling them the necessary hardware to run the technology. We have targeted 3-, 4- and 5-star independent hotels and small group hotels (that is, hotel groups with approximately 5 or fewer locations) as well as hotels located in historic properties in the London, England area for our initial marketing efforts. We plan to market directly to these hotels in order to secure our initial hotel customers. In addition to engaging in these direct marketing efforts, we also plan to target sales to these hotels indirectly through third-party partners on the basis of commission or revenue sharing arrangements.
- 2 -
Plan Of Operations
Our plan of operations is to generate revenues by licensing our WGE solution to hotels and selling them the necessary hardware to run the technology. We have targeted 3-, 4- and 5-star independent hotels and small group hotels (that is, hotel groups with approximately 5 or fewer locations) as well as hotels located in historic properties in the London, England area for our initial marketing efforts. We plan to market directly to these hotels in order to secure our initial hotel customers. In addition to engaging in these direct marketing efforts, we also plan to target sales to these hotels indirectly through third-party partners on the basis of commission or revenue sharing arrangements.
Our plan of operations for the next twelve months is to complete the following objectives within the time periods and within the budgets specified:
1. | We plan to carry out sales and marketing of our Magenta WGE application with the objective of securing sales of the application and necessary hardware to hotels in London, UK. We plan continue our direct marketing efforts to hotels in our target market. In addition, we intend to expand our indirect marketing efforts by developing strategic partnerships with companies owning technologies that can add value to the Magenta product range (for example, pay TV content providers and hardware suppliers). We estimate $4,360 per month will be spent on our proposed marketing campaigns and promotions in that 12-month period, for anticipated total annual expenditures of $52,320. |
| |
2. | We intend to add to the functionality of our technology through a series of further development releases over the next twelve months. As such, we anticipate spending approximately $8,535 over the next twelve months in continuing the upgrading, development and design of the Magenta WGE application. |
| |
3. | We anticipate spending approximately $3,200 in ongoing general and administrative expenses per month for the next twelve months, for a total anticipated expenditure of $38,400 over the next twelve months. The general and administrative expenses for the year will consist primarily of rent and office services, technical support and general office expenses. |
| |
4. | We anticipate spending approximately $40,000 in complying with our obligations as a reporting company under theSecurities Exchange Act of 1934. These expenses will consist primarily of professional fees relating to the preparation of our financial statements and completing our annual report, quarterly report, current report and proxy statement filings with the SEC. |
These planned expenditures total $139,255 over the next twelve months.
We had cash of $9,176 and working capital deficit of $174,473 as at June 30, 2007. Our planned expenditures over the next twelve months in the amount of $139,255 will exceed our current cash reserves and working capital. As a result, we anticipate that we will require financing in the amount of approximately $300,000 in order to carry out our plan of operations for the next twelve months and to cover our working capital deficit. We have not completed any financings since June 30, 2007 and need immediate financing in order for us to continue our operations.
We anticipate continuing to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing shareholders. We believe that debt financing will not be an alterative for funding of our planned activities because we do not have tangible assets to secure any debt financing.
- 3 -
We have not entered into any financing arrangements and we cannot provide investors with any assurance that any financing we obtain will be sufficient to fund our plan of operations. At this time, all potential investors and all discussions are taking place outside of the United States. We may also seek to obtain additional financing from our principal shareholders, although none of our shareholders have committed to advance any shareholder loans to us. If we do not obtain the necessary additional financing, we will be forced to abandon our plan of operations and our business activities.
Presentation Of Financial Information
Effective May 23, 2006, we acquired 100% of the issued and outstanding shares of Magenta UK by issuing 12,500,000 shares of our common stock. Notwithstanding its legal form, our acquisition of Magenta UK has been accounted for as a reverse acquisition, since the acquisition resulted in the former shareholders of Magenta UK owning the majority of our issued and outstanding shares. Because Hasox Inc. (now Magenta Media (US) Inc.) was a newly incorporated company with nominal net non-monetary assets, the acquisition has been accounted for as an issuance of stock by Magenta UK accompanied by a recapitalization. Under the rules governing reverse acquisition accounting, the results of operations of Magenta Media (US) Inc. are included in our consolidated financial statements effective May 23, 2006. Our date of inception is the date of incorporation of Magenta UK, being February 18, 2004, and our financial statements are presented with reference to the date of inception of Magenta UK. Financial information relating to periods prior to May 23, 2006 is that of Magenta UK.
Critical Accounting Policies
Development Stage Company
We are a development stage company as defined by Financial Accounting Standards No. 7. We are presently devoting all of our present efforts to establishing a new business. All losses accumulated since inception have been considered as part of our development stage activities.
Revenue Recognition
We recognize revenue when all of the following criteria have been met: persuasive evidence for an arrangement exists; delivery has occurred; the fee is fixed or determinable and collection is reasonably assured. Upfront contract payments received from the sale of services not yet earned are initially recorded as deferred revenue on the balance sheet. The amount is recognized as income over the term of the contract.
Revenue from time and material service contracts is recognized as the services are provided. Revenue from fixed price, long-term service or development contracts is recognized over the contract term based on the percentage of services that are provided during the period compared with the total estimated services to be provided over the entire contract. Losses on fixed price contracts are recognized during the period in which the loss first becomes apparent. Payment terms vary by contract.
Foreign Currency Translations
Our functional currency is pounds sterling (“£”). Our reporting currency is the U.S. dollar. All transactions initiated in other currencies are translated into U.S. dollars as follows:
i) | assets and liabilities at the rate of exchange in effect at the balance sheet date; |
| |
ii) | equity at historical rates; and |
| |
iii) | revenue and expense items at the average rate of exchange prevailing during the period. |
- 4 -
Unrealized exchange gains and losses arising from such translations are deferred until realization and are included as a separate component of shareholder’s equity as a component of comprehensive income or loss. Upon realization, the amount deferred is recognized as income in the period when it is realized.
Results Of Operations – Three and Nine months ended June 30, 2007 and 2006
References to the discussion below to fiscal 2007 are to our current fiscal year which will end on September 30, 2007. References to fiscal 2006 and fiscal 2005 are to our fiscal years ended September 30, 2006 and 2005, respectively.
| | | | | | | | | | | | | | Cumulative | |
| | | | | | | | | | | | | | From | |
| | | | | | | | | | | | | | Incorporation | |
| | For the Three | | | For the Three | | | For the Nine | | | For the Nine | | | February 18, | |
| | Months Ended | | | Months Ended | | | Months Ended | | | Months Ended | | | 2004 to | |
| | June 30, | | | June 30, | | | June 30, | | | June 30, | | | June 30, | |
| | 2007 | | | 2006 | | | 2007 | | | 2006 | | | 2007 | |
| | | | | | | | | | | | | | | |
Sales | $ | - | | $ | 25 | | $ | - | | $ | 1,757 | | $ | 2,542 | |
| | | | | | | | | | | | | | | |
Direct Costs | | - | | | - | | | - | | | - | | | - | |
| | | | | | | | | | | | | | | |
Gross Profit | | - | | | 25 | | | - | | | 1,757 | | | 2,542 | |
| | | | | | | | | | | | | | | |
General and Administrative Expenses | | | | | | | | | | | | | | | |
Accounting and auditing | | 15,659 | | | 4,047 | | | 62,747 | | | 15,759 | | | 166,484 | |
Bad debt | | - | | | - | | | - | | | - | | | 870 | |
Depreciation | | 327 | | | 414 | | | 850 | | | 1,391 | | | 4,016 | |
Development | | - | | | - | | | - | | | - | | | 31,568 | |
Filing fees | | 423 | | | - | | | 4,739 | | | - | | | 4,739 | |
Intellectual property | | - | | | 1,750,000 | | | - | | | 1,750,000 | | | 1,750,000 | |
Legal | | 2,041 | | | 645 | | | 20,368 | | | 645 | | | 46,268 | |
Management | | - | | | - | | | - | | | - | | | 1,819 | |
Marketing and public relations | | - | | | - | | | - | | | - | | | 42,444 | |
Office | | - | | | 13 | | | 97 | | | 824 | | | 3,250 | |
Rent | | 2,978 | | | 2,739 | | | 8,783 | | | 7,992 | | | 35,238 | |
Salaries and wages | | 127 | | | 12,106 | | | 14,560 | | | 46,175 | | | 178,062 | |
Technical support | | - | | | 57 | | | - | | | 57 | | | 5,886 | |
Transfer agent fees | | 25 | | | - | | | 1,965 | | | - | | | 1,965 | |
Travel and promotion | | - | | | - | | | - | | | - | | | 830 | |
Total General and Administrative | | | | | | | | | | | | | | | |
Expenses | | 21,580 | | | 1,770,021 | | | 114,109 | | | 1,822,843 | | | 2,273,439 | |
| | | | | | | | | | | | | | | |
Loss from Operations | | (21,580 | ) | | (1,769,996 | ) | | (114,109 | ) | | (1,821,086 | ) | | (2,270,897 | ) |
| | | | | | | | | | | | | | | |
Other Income (Expense) | | | | | | | | | | | | | | | |
Interest income (expense) | | 52 | | | (216 | ) | | (241 | ) | | (37 | ) | | (241 | ) |
Write-down of assets | | - | | | - | | | | | | - | | | (666 | ) |
Foreign exchange gain (loss) | | (6,871 | ) | | (1,162 | ) | | (6,820 | ) | | (1,162 | ) | | (8,010 | ) |
| | | | | | | | | | | | | | | |
Net Loss | $ | (28,399 | ) | $ | (1,771,374 | ) | $ | (121,170 | ) | $ | (1,822,285 | ) | $ | (2,279,814 | ) |
Our results of operations are discussed as follows:
Revenue
We did not generate revenues from sales of our Magenta WGE technology during the nine months of fiscal 2007 whereas we achieved revenues of $1,757 during the first nine months of fiscal 2006.
We achieved our initial sales from the Magenta WGE technology application in fiscal 2005. Our initial sales have been attributable to sales of a wireless system to the hotel where we are running our pilot
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program. The pilot has been successful and our objective is to launch a full version of the system within the hotel upon them reaching financial approval from owners.
Accounting and Auditing
Accounting and auditing expenses are attributable to the preparation and audit of our financial statements.
Our accounting and auditing expenses increased to $62,747 during the first nine months of fiscal 2007 as compared to $15,759 during the first nine months of fiscal 2006 as a result of the completion of our audited annual and unaudited interim financial statements prepared in connection with our filing of a registration statement with the SEC. These accounting and auditing expenses will continue as a result of our ongoing reporting obligations under the Securities Exchange Act of 1934.
Development Costs
We did not incur any development costs during the first nine months of fiscal 2007 and 2006 because we completed this work in fiscal 2005 and have shifted our focus to marketing our Magenta WGE technology application.
Filing Fees
Our filing fees to date have been attributable to expenses related to our corporate organization and the preparation and filing of a registration statement with the SEC. These expenses increased to $4,739 during the first nine months of fiscal 2007 as compared to $nil during the first nine months of fiscal 2006.
Intellectual Property
We did not incur any expenses on any intellectual property during the first nine months of fiscal 2007. We have determined that the cost of the intellectual property purchased during our fiscal 2006 does not meet the criteria for capitalization as set out in SFAS No. 86.
Legal
Our legal expenses to date have been attributable to expenses related to our corporate organization and the preparation and filing of a registration statement with the SEC. These expenses increased to $20,368 during the first nine months of fiscal 2007 as compared to $645 during the first nine months of fiscal 2006 in connection with our preparation and filing of a registration statement with the SEC. These legal expenses will continue as a result of our ongoing reporting obligations under the Securities Exchange Act of 1934.
Marketing and Public Relations
We did not incur any marketing and public relations expenses during the first nine months of fiscal 2007 and 2006 as a result of our termination of the services agreement with Outlander Management on June 30, 2005.
Rent
Our rent expense is attributable to amounts paid to Azuracle on account of our rent of share office premises in London, England. Our rent expenses increased to $8,783 for the first nine months of fiscal 2007 compared to $7,992 for the first nine months of fiscal 2006. The minor increase resulted from an increase in the foreign exchange rate of the U.S. dollar in terms of the Great Britain pound.
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Salaries and Wages
Salaries and wages were primarily comprised of salary paid to Nathan Amery, our sole executive officer and employee.
Our salaries and wages expenses decreased to $14,560 during the first nine months of fiscal 2007 compared to $46,175 during the first nine months of fiscal 2006 because Mr. Amery agreed to lower his monthly salary starting July 1, 2006 and also because we did not issue any shares associated with salaries or wages during fiscal 2007.
Technical Support
We did not incur any technical support expenses during the first nine months of fiscal 2007 as compared to $57 during the first nine months of fiscal 2006. We terminated our services agreement with Outlander Management on June 30, 2005.
Loss from Operations
Our loss from operations for the first nine months of fiscal 2007 decreased significantly to $114,109 compared to $1,821,086 for the first nine months of fiscal 2006, primarily as a result of our not incurring any intellectual property expense during fiscal 2007.
Liquidity and Capital Resources
We had cash of $9,176 and working capital deficit of $174,473 as at June 30, 2007, compared to cash of $35,242 and a working capital deficiency of $73,801 as at September 30, 2006.
Plan of Operations
We estimate that our total expenditures over the next twelve months will be approximately $139,255, as outlined above under the heading “Plan of Operations”. We anticipate that our cash and working capital will not be sufficient to enable us to undertake our plan of operations over the next twelve months without our obtaining additional financing. We presently require immediate financing in order that we have the cash necessary for us to continue our operations. In view of our working capital deficit, we anticipate that we will require additional financing in the approximate amount of $300,000 in order to enable us to sustain our operations for the next twelve months.
Cash used in Operating Activities
We used cash of $56,842 in operating activities during the first nine months of fiscal 2007 and compared to cash used of $112,281 in operating activities during the first nine months of fiscal 2006. We have applied cash generated from financing activities to fund cash used in operating activities.
Cash from Investing Activities
We did not use any cash in investing activities during the first nine months of fiscal 2007 compared to cash of $143,297 generated by investing activities during the first nine months of fiscal 2006.
Cash from Financing Activities
We generated cash of $34,565 from financing activities during the first nine months of fiscal 2007 compared to a cash $11,580 during the first nine months of fiscal 2006.
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Going Concern
We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive business activities. For these reasons our auditors stated in their report that they have substantial doubt we will be able to continue as a going concern.
Future Financings
We anticipate continuing to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing shareholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned activities.
Off-Balance Sheet Arrangements
We have no significant 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 is material to shareholders.
Item 3. Controls and Procedures
As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the “Exchange Act”), we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2007, being the date of our most recently completed quarter. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, Mr. Nathan Amery. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective 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 by the rules and forms of the SEC.
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 is 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 our Chief Financial Officer, to allow timely decisions regarding required disclosure.
During the fiscal quarter ended June 30, 2007, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to affect, our internal control over financial reporting during the quarter ended June 30, 2007.
The term “internal control over financial reporting” is defined as a process designed by, or under the supervision of, the registrant’s principal executive and principal financial officers, or persons performing similar functions, and effected by the registrant’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
(a) | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the registrant; |
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(b) | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the registrant are being made only in accordance with authorizations of management and directors of the registrant; and |
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(c) | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the registrant’s assets that could have a material effect on the financial statements. |
PART II – OTHER INFORMATION
Item 1. Legal Proceedings
We currently are not a party to any material legal proceedings and to our knowledge, no such proceedings are threatened or contemplated.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
We did not complete any sales of securities without registration under the Securities Act of 1933 during the three months ended June 30, 2007.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Securities Holders
No matters were submitted to our security holders for a vote during the three months ended June 30, 2007.
Item 5. Other Information
None
Item 6. Exhibits
The following exhibits are included with this Quarterly Report on Form 10-QSB:
Exhibit | |
Number | Description of Exhibit |
| |
3.1(1) | Articles of Incorporation |
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3.2(1) | Certificate of Amendment to Articles of Incorporation |
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3.3(1) | By-Laws |
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5.1(1) | Opinion of Lang Michener LLP, with consent to use, regarding the legality of the securities being registered |
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10.1(1) | Agency Exploitation Agreement dated March 30, 2004 among Magenta UK, HBI Sales Private Limited, Zacan Holdings Proprietary Limited, ICT/Europetec Limited and MIR Technologies LLC |
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10.2(1) | Letter Agreement between Magenta UK and Nathan Amery regarding appointment of Nathan Amery as Managing Director of Magenta UK dated April 1, 2004 (as amended on July 14, 2004) |
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10.3(1) | Employment Agreement between Magenta UK and Nathan Amery dated May 1, 2004 |
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10.4(1) | Service Agreement dated August 4, 2004 between Magenta UK and Outlander Management |
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10.5(1) | Loan Agreement dated October 4, 2004 between Magenta UK and ABS Global Capital Inc. |
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10.6(1) | Debenture Agreement dated October 4, 2004 between Magenta UK and ABS Global Capital Inc. evidencing the indebtedness of Magenta UK under the Loan Agreement |
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10.7(1) | Debt Settlement Agreement dated July 20, 2005 between Magenta UK and ABS Global Capital Inc. |
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10.8(1) | Share Exchange Agreement dated August 20, 2005, as amended, among Hasox Inc., Magenta UK and the stockholders of Magenta UK |
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10.9(1) | Closing Agreement dated May 23, 2006 among Hasox Inc., Magenta UK and the shareholders of Magenta UK |
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10.10(1) | Asset Purchase Agreement dated June 24, 2006 between Hasox Inc. and First Global Technologies Limited – The TV Extension Platform Technology |
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10.11(1) | Asset Purchase Agreement dated June 24, 2006 between Hasox Inc. and First Global Technologies Limited – The New Media Technology |
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10.12(1) | Termination and Release Agreement dated June 30, 2006 among Magenta UK, HBI Sales Private Limited, Zacan Holdings Proprietary Limited, ICT/Europetec Limited and MIR Technologies LLC |
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10.13(1) | Agency Exploitation Agreement dated March 31, 2003 between The TV Extension Platform Technology Partnership LLP and TV Extension Ltd. (formerly, TVG TV Extension Limited) |
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10.14(1) | Assignment of Agency Exploitation Agreement from TV Extension Ltd. to Magenta UK effective April 10, 2006 |
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10.15(1) | Termination and Release Agreement dated June 30, 2006 between The TV Extension Platform Technology Partnership LLP and Magenta UK |
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10.16(1) | Subscription agreement between Hasox Inc. and Ray Saturnino dated May 25, 2005 relating to the Company's private offering of 500,000 shares |
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10.17(1) | Form of subscription agreement relating to our August 12, 2005 private offering of securities. |
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10.18(1) | Form of subscription agreement relating to our May 23, 2006 private offering of securities |
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10.19(1) | Form of Regulation S debt conversion agreement relating to our June 30, 2006 debt conversion financing |
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10.20(1) | Service Agreement dated July 1, 2005 between Magenta UK and Azuracle Limited |
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10.21(2) | Letter Agreement between Magenta UK and Nathan Amery dated December 28, 2006 |
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31.1(3) | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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(1) | Filed as an exhibit to our registration statement on Form SB-2 filed with the Securities and Exchange Commission on November 8, 2006. |
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(2) | Filed as an exhibit to our registration statement on Form SB-2/A (Amendment No. 1) filed with the Securities and Exchange Commission on January 12, 2007. |
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(3) | Filed as an exhibit to this quarterly report on Form 10-QSB. |
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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.
MAGENTA MEDIA (US) INC.
By: /s/ Nathan Amery
________________________________
Nathan Amery
Chief Executive Officer and Chief Financial Officer
Date: September 18, 2007
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