UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
———————
FORM 10-Q
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| |
ü | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE |
| ACT OF 1934 |
For the quarterly period ended:September 30, 2008 |
or |
| |
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE |
| ACT OF 1934 |
For the transition period from: _____________ to _____________ |
Commission File Number:333-148697
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INSIGHT MANAGEMENT CORPORATION
(Exact name of registrant as specified in its charter)
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| |
Florida | 20-8715508 |
(State or other jurisdiction | (I.R.S. Employer |
of incorporation or organization) | Identification No.) |
11637 Orpington Street, Orlando, Florida 32817
(Address of Principal Executive Office) (Zip Code)
(407) 207-0400
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
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| | | | | | | | | | | | |
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. | ü | Yes | | 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 | | (Do not check if a smaller | | Smaller reporting company | ü | |
| | reporting company) | | | | |
| |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). |
| ü | Yes | | No |
| |
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. |
|
APPLICABLE ONLY TO CORPORATE ISSUERS |
State the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: |
|
Class | | Shares outstanding | | Date |
Common, $.001 par value | | 3,051,870 | | November 17, 2008 |
TABLE OF CONTENTS
Insight Management Corporation
(A DEVELOPMENT STAGE COMPANY)
|
Page Part I – Financial Information Item 1. Unaudited Consolidated Financial Statements 1 Unaudited Balance Sheets As of September 30, 2008 and December 31, 2007 1 Unaudited Statements of Operations For the Three and Nine Months Ended September 30, 2008and 2007, and for the Period From Inception, May 10, 2006, Through September 30, 2008 2 Unaudited Statement of Cash Flows For the Nine Months Ended September, 2008, and 2007 and the Period From Inception, May 10, 2006, Through September 30, 2008 3 Unaudited Statement of Stockholder’s Equity 4 Notes to Consolidated Financial Statements 5 Item 2. Management’s Discussion And Analysis Or Plan Of Operation 8 Item 3. Quantitative And Quantitative Disclosure About Market Risk 12 Item 4. Controls And Procedures 12 Part II – Other Information Item 1. Legal Proceedings 14 Item 2. Unregistered Sales Of Equity Securities And Use Of Proceeds 14 Item 3. Defaults Upon Senior Securities 14 Item 4. Submission Of Matters To A Vote Of Security Holders 14 Item 5. Other Information 14 Item 6. Exhibits 14 Signature 15 |
ITEM 1.
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Insight Management Corporation
(A Development Stage Company)
Consolidated Balance Sheets
As of September 30, 2008 and December 31, 2007
(Unaudited)
| | | | | | | | |
ASSETS | | | | | | |
Current assets: | | September 30, 2008 | | | December 31, 2007 | |
Cash | | $ | 20 | | | $ | 24,232 | |
Accounts receivable | | | –– | | | | –– | |
Capitalized production costs net of amortization of $3,362 and $3,362 at September 30, 2008 and December 31, 2007, respectively | | | 31,160 | | | | 24,701 | |
Advances | | | –– | | | | 1,000 | |
Prepaid expense | | | –– | | | | 4,440 | |
Total current assets | | | 31,180 | | | | 54,373 | |
| | | | | | | | |
Assets of discontinued operations, net | | | –– | | | | 361,195 | |
TOTAL ASSETS | | $ | 31,180 | | | $ | 415,568 | |
| | | | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT): | | | | | | | | |
Current liabilities: | | | | | | | | |
Accounts payable and accrued liabilities | | $ | 65,392 | | | $ | 92,909 | |
Accrued interest | | | 3,608 | | | | 238 | |
Notes payable – related party | | | 133,426 | | | | 99.696 | |
Total Current Liabilities | | | 202,426 | | | | 192,843 | |
| | | | | | | | |
Liabilities of discontinued operations, net | | | –– | | | | 269,440 | |
| | | | | | | | |
Stockholders' Equity (Deficit): | | | | | | | | |
Common Stock, $.001 par value; 50,000,000 shares authorized, 3,051,870 and 2,934,050 shares issued and outstanding at September 30, 2008 and December 31, 2007, respectively | | | 3,052 | | | | 2,934 | |
Stock subscription receivable | | | (3,100 | ) | | | –– | |
Additional paid in capital | | | 357,160 | | | | 225,938 | |
Deficit accumulated during the development stage | | | (528,358 | ) | | | (275,587 | ) |
Total Stockholders' Equity (Deficit) | | | (171,246 | ) | | | (46,715 | ) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | | $ | 31,180 | | | $ | 415,568 | |
The accompanying notes are an integral part of these financial statements.
1
Insight Management Corporation
(A Development Stage Company)
Consolidated Statements of Operations
For the Three Month, and Nine Month Periods, Ended September 30, 2008 and 2007,
and the Period From May 10, 2006 (Inception) Through September 30, 2008
(Unaudited)
| | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended September 30, | | | Nine Months Ended September 30, | | | May 10, 2006 (Inception) Through | |
| | 2008 | | | 2007 | | | 2008 | | | 2007 | | | 2008 | |
Expenses: | | | | | | | | | | | | | | | | | | | | |
General and administrative expenses | | | 54,995 | | | | 51,011 | | | | 134,995 | | | | 60,870 | | | | 340,645 | |
Rent | | | 3,104 | | | | –– | | | | 9,311 | | | | 1,190 | | | | 10,500 | |
Amortization of capitalized production costs | | | –– | | | | –– | | | | –– | | | | –– | | | | 3,362 | |
Interest expense | | | 2,511 | | | | 1,159 | | | | 5,412 | | | | 1,159 | | | | 7,720 | |
| | | | | | | | | | | | | | | | | | | | |
Total Operating Expenses | | | 60,610 | | | | 52,170 | | | | 149,718 | | | | 63,219 | | | | 362,227 | |
| | | | | | | | | | | | | | | | | | | | |
Other income | | | –– | | | | 104 | | | | 80 | | | | 173 | | | | 326 | |
| | | | | | | | | | | | | | | | | | | | |
Net Loss from continuing operations | | $ | (60,610 | ) | | $ | (52,066 | ) | | $ | (149,638 | ) | | $ | (63,046 | ) | | $ | (361,901 | ) |
| | | | | | | | | | | | | | | | | | | | |
Discontinued operations | | | | | | | | | | | | | | | | | | | | |
Loss from discontinued operations | | | –– | | | | (23,775 | ) | | | (103,133 | ) | | | (45,964 | ) | | | (166,457 | ) |
Net Loss | | $ | (60,610 | ) | | $ | (75,841 | ) | | $ | (252,771 | ) | | $ | (109,010 | ) | | $ | (528,358 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net Loss per Common Share - Basic and Diluted | | $ | (0.02 | ) | | $ | (0.03 | ) | | $ | (0.08 | ) | | $ | (0.04 | ) | | | | |
| | | | | | | | | | | | | | | | | | | | |
Per Share Information: | | | | | | | | | | | | | | | | | | | | |
Weighted Average Number of Common Stock | | | | | | | | | | | | | | | | | | | | |
Shares Outstanding - Basic and Diluted | | | 3,051,870 | | | | 2,864,446 | | | | 3,033,327 | | | | 2,844,891 | | | | | |
The accompanying notes are an integral part of these financial statements.
2
Insight Management Corporation
(A Development Stage Company)
Consolidated Statement of Cash Flows
For the Nine Month Periods Ended September, 2008 and 2007 and
the Period From May 10, 2006 (Inception) Through September 30, 2008
(Unaudited)
| | | | | | | | | | | | |
| | Nine Months Ended September 30, | | | May 10, 2006 (inception) to September 30, | |
| | 2008 | | | 2007 | | | 2008 | |
Cash Flows from Operating Activities: | | | | | | | | | |
Net Loss from continuing operations | | $ | (149,638 | ) | | $ | (127,751 | ) | | $ | (361,901 | ) |
Net Loss from discontinued operations | | | (103,133 | ) | | | | | | | (166,457 | ) |
Adjustments to reconcile net loss to cash used in operating activities: | | | | | | | | | | | | |
Amortization of capitalized production costs | | | –– | | | | –– | | | | 3,362 | |
Depreciation | | | –– | | | | –– | | | | –– | |
Bad debt | | | –– | | | | –– | | | | –– | |
Rent | | | 9,311 | | | | –– | | | | 9,311 | |
Changes in: | | | | | | | | | | | | |
Accounts receivable | | | 1,215 | | | | –– | | | | 1,215 | |
Capitalized production costs | | | –– | | | | (26,674 | ) | | | (28,054 | ) |
Deposit | | | –– | | | | (3,000 | ) | | | (6,000 | ) |
Prepaid expenses and other assets | | | (2,018 | ) | | | (584 | ) | | | (8,804 | ) |
Accounts payable | | | (27,517 | ) | | | 20,969 | | | | 91,231 | |
Accrued Expenses | | | 3,370 | | | | | | | | –– | |
Net Cash Flows Used in Operations | | | (268,410 | ) | | | (122,131 | ) | | | (466,097 | ) |
| | | | | | | | | | | | |
Cash Flows from Investing Activities: | | | | | | | | | | | | |
Issuance of advances & notes receivable | | | –– | | | | (6,000 | ) | | | –– | |
Purchase of fixed assets | | | –– | | | | (21,347 | ) | | | (33,728 | ) |
Expenditures on construction in progress | | | –– | | | | (31,792 | ) | | | (111,729 | ) |
Cash distributed in Spin off | | | 89,680 | | | | | | | | 89,680 | |
Net Cash Flows Used in Investing activities | | | 89,680 | | | | (59,139 | ) | | | (55,777 | ) |
| | | | | | | | | | | | |
Cash Flows from Financing Activities: | | | | | | | | | | | | |
Net borrowings on demand notes | | | 127,098 | | | | 146,678 | | | | 380,813 | |
Payments on debt | | | (48,868 | ) | | | –– | | | | (48,868 | ) |
Proceeds from sale of stock | | | 75,900 | | | | 39,000 | | | | 189,950 | |
Net Cash Flows Provided by Financing activities | | | 154,130 | | | | 185,678 | | | | 521,895 | |
| | | | | | | | | | | | |
Net Increase (Decrease) in Cash | | | (24,601 | ) | | | 4,408 | | | | 20 | |
| | | | | | | | | | | | |
Cash and cash equivalents - Beginning of period | | | 24,621 | | | | –– | | | | –– | |
Cash and cash equivalents - End of period | | $ | 20 | | | | 4,408 | | | $ | 20 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
SUPPLEMENTARY INFORMATION | | | | | | | | | | | | |
Interest Paid | | $ | 2,042 | | | $ | –– | | | $ | 4,111 | |
Taxes Paid | | $ | –– | | | $ | –– | | | $ | –– | |
The accompanying notes are an integral part of these financial statements.
3
Insight Management Corporation
(A Development Stage Company)
Consolidated Statement of Stockholder’s Equity
From May 10, 2006 (inception) to September 30, 2008
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Stock | | | Deficit Accumulated | | | Total | |
| | | | | | | | Additional | | | During the | | | Stockholders' | |
| | Common Stock | | | Subscription | | | Paid | | | Development | | | Equity | |
| | Shares | | | Amount | | | Receivable | | | In Capital | | | Stage | | | (Deficit) | |
| | | | | | | | | | | | | | | | | | |
Inception - May 10, 2006 | | | –– | | | $ | –– | | | $ | –– | | | $ | –– | | | $ | –– | | | $ | –– | |
Issuance of founders shares | | | 1,820,000 | | | | 1,820 | | | | (18,200 | ) | | | 16,380 | | | | –– | | | | –– | |
Net loss for the period | | | –– | | | | –– | | | | –– | | | | –– | | | | –– | | | | –– | |
Balances - December 31, 2006 | | | 1,820,000 | | | | 1,820 | | | | (18,200 | ) | | | 16,380 | | | | –– | | | | –– | |
Shares issued to acquire Skreem Studios | | | 1,000,000 | | | | 1,000 | | | | –– | | | | 999,000 | | | | –– | | | | 1,000,000 | |
Payment of subscription receivable | | | –– | | | | –– | | | | 18,200 | | | | –– | | | | –– | | | | 18,200 | |
Proceeds from sale of stock | | | 114,050 | | | | 114 | | | | –– | | | | 113,936 | | | | –– | | | | 114,050 | |
Purchase price allocation | | | –– | | | | –– | | | | –– | | | | (903,378 | ) | | | –– | | | | (903,378 | ) |
Net loss for the year | | | –– | | | | –– | | | | –– | | | | –– | | | | (275,587 | ) | | | (275,587 | ) |
Balances - December 31, 2007 | | | 2,934,050 | | | | 2,934 | | | | –– | | | | 225,938 | | | | (275,587 | ) | | | (46,715 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Shares issued for notes | | | 50,000 | | | | 50 | | | | –– | | | | 249,950 | | | | –– | | | | 250,000 | |
Shares issued for services | | | 5,620 | | | | 6 | | | | –– | | | | (6 | ) | | | –– | | | | –– | |
Proceeds from sale of stock | | | 62,200 | | | | 62 | | | | (3,100 | ) | | | 78,938 | | | | –– | | | | 75,900 | |
| | | | | | | | | | | –– | | | | | | | | –– | | | | | |
Contribution from shareholder | | | –– | | | | –– | | | | –– | | | | 6,207 | | | | –– | | | | 6,207 | |
Contribution from shareholder | | | –– | | | | –– | | | | –– | | | | 3,104 | | | | –– | | | | 3,104 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Investment in discontinued operations | | | –– | | | | –– | | | | –– | | | | (206,971 | ) | | | –– | | | | (206,971 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net loss from discontinued operations | | | –– | | | | –– | | | | –– | | | | –– | | | | (103,133 | ) | | | (103,133 | ) |
Net loss from continuing operations | | | –– | | | | –– | | | | –– | | | | –– | | | | (149,638 | ) | | | (149,638 | ) |
Balances – September 30, 2008 | | | 3,051,870 | | | | 3,052 | | | | (3,100 | ) | | | 357,160 | | | | (528,358 | ) | | | 171,246 | |
The accompanying notes are an integral part of these financial statements.
4
Insight Management Corporation and Subsidiary
Notes to Consolidated Financial Statements
(A Development Stage Company)
(Unaudited)
NOTE 1 – BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of Insight Management Corporation (formerly known as Skreem Records Corporation) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with Insight Management’s audited 2007 annual financial statements and notes thereto filed with the SEC on form 10-KSB. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the result of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements, which would substantially duplicate the disclosure required in Insight Management’s 2007 annual financial statements have been omitted.
NOTE 2 – NATURE OF OPERATIONS
Insight Management Corporation (the Company) (f/ka/ Skreem Records Corporation) was formed on May 10, 2006, but was dormant and did not commence operations until April 1, 2007 when it acquired a 100% interest in Skreem Studios, Inc. (the Subsidiary) (f/k/a Skreem Studios LLC). Skreem Studios, Inc. was formed on October 7, 2005 as a limited liability company with the beneficial interest held by two of the Company’s shareholders, Jeffrey Martin and Tony Harrison. The Subsidiary initiated pre-commencement activity in May 2006, renting a studio facility, acquiring equipment, building out two studios and incurring other pre-operational expenses. On April 1, 2007 the Company acquired the Subsidiary under the purchase method and commenced business operations. On June 9, 2008, the majority of stockholders authorized a name change from Skreem Records Corporation to Insight Management Corporation, authorized a ten for 1 reverse split of common sto ck and declared a stock dividend of its subsidiary, Skreem Studios, Inc. On July 1, 2008, Insight Management Corporation commenced a reverse spin-off Skreem Studios, Inc., where the shareholders of record receive one share of Skreem Studios, Inc. per share owned in Insight Management. The Company’s business is to search for recording talent, sign the talent to contracts, and to promote and fund the talent. The Company may incur costs to develop unrecognized talent such as vocal coaching, choreography, fitness training, clothing, hair design, transportation and living expenses. Additionally, the company may incur these costs as well as promotional, tour costs and recording costs for established talent as well as its developed talent. Revenue is generated through sales of recordings, performance fees, management fees, merchandising and publishing royalties. Via these revenue sources the Company recovers the cost it has invested in the talent and then shares in a percent age of the excess proceeds according to the terms of individual contracts.
NOTE 3 - GOING CONCERN
The Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business for the foreseeable future. Since inception, the Company has accumulated losses aggregating to $528,358 and has a working capital deficit of $171,246 at September 30, 2008. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern. Management intends to finance these deficits through the sale of stock. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.
5
NOTE 4 – NOTES PAYABLE – RELATED PARTY
Short term debt as of September 30, 2008 consisted of the following demand notes:
| | | | |
Various unsecured demand notes to the principal shareholder with no stated interest rate; interest is being accrued at 8% | | $ | 98,165 | |
| | | | |
Various unsecured demand notes to a business owned and controlled by the principal shareholder with a stated interest rate of 8% | | | 19,261 | |
| | | | |
An unsecured demand note to a business owned and controlled by the one of the shareholder with a stated interest rate of 8% | | | 16,000 | |
| | | | |
Total | | $ | 133,426 | |
At September 30, 2008, interest in the amount of $3,608 is accrued on these notes. Interest expense for the three months and nine months ended September 30. 2008, and the period from inception on March 10, 2006 through September 30, 2008 was $2,510, $11,254 and $13,560, respectively.
NOTE 5 – RELATED PARTY TRANSACTION - RENT
The Company utilizes an office facility at 11637 Orpington Street, Orlando, FL. This facility contains 2,000 square feet of office space and it is owned and controlled by a corporation owned solely by the Company’s majority shareholder. The shareholder has waived rent expense in exchange for an increase in additional paid in capital. At September 30, 2008, the rent expense in exchange of additional paid in capital was $9,311.
NOTE 6 – CAPITAL STOCK
The Company has 5,000,000 shares of $0.001 par value stock authorized. At September 30, 2008 there were 3,051,870 shares outstanding.
In the period from January 1, 2008 through September 30, 2008, 62,200 shares were sold and issued in exchange for cash received in the amount of $75,000 and 50,000 shares were issued in exchange for cancellation of $250,000 of debt owed to the majority shareholder.
On June 9, 2008, the Company authorized a ten for 1 reverse split of common stock effective July 1, 2008. All shares presented in the included statements are adjusted to include the reverse split of common stock.
On July 1, 2008, Insight Management Corporation commenced a reverse spin-off Skreem Studios, Inc., where the shareholders of record receive one share of Skreem Studios, Inc. per share owned in Insight Management.
NOTE 7 – SUPPLEMENTAL CASH FLOW INFORMATION
Non-Cash Financing Activities. On February 26, 2008, the Company issued 500,000 common shares with a stated value of $500,000 in settlement of a $250,000 note to the majority shareholder. Only $45,500 of the $250,000 note payable is deemed a non-cash transaction at September 30, 2008 due to the spin-off of Skreem Studios, Inc.
NOTE 8 – DISCONTINUED OPERATIONS
On July 1, 2008, Skreem Studios, a subsidiary of Insight Management, Inc, amended its Articles of Incorporation to change the name of Skreem Studios, LLC to Skreem Studios, Inc. upon conclusion of a stock dividend payable at a rate of one share in Skreem Studios, Inc for every share owned in Insight Management, Inc.
The Board of Directors has determined that the operations that made up the Company would be better off in a separate company, with its own goals, while the Company concentrates its efforts on other media related business.
On July 1, 2008, the Company spun-off its wholly owned subsidiary, Skreem Studios LLC., leaving us as a shell company.
6
In connection with the spin-off, all of the assets and liabilities were transferred and the due to affiliate was forgiven and treated as additional paid in capital. The following schedule shows the assets and liabilities of the wholly owned subsidiary at July 1, 2008:
| | | | | | | | |
| | At September 30, 2008 | | | At December 31, 2007 | |
Assets of discontinued operations: | | | | | | |
Cash | | $ | –– | | | $ | 389 | |
Accounts Receivable | | | –– | | | | 543 | |
Advances | | | –– | | | | 215 | |
Prepaid Expenses | | | –– | | | | 588 | |
Property and equipment, net | | | –– | | | | 353,460 | |
Deposit | | | –– | | | | 6,000 | |
| | | | | | | | |
Total Assets | | $ | –– | | | $ | 361,195 | |
| | | | | | | | |
Liabilities of discontinued operations: | | | | | | | | |
| | | | | | | | |
Accounts payable | | | –– | | | | 3,502 | |
Accrued Interest | | | –– | | | | 18,738 | |
Notes Payable- Related Parties | | | –– | | | | 247,200 | |
| | | | | | | | |
Total Liabilities | | $ | –– | | | $ | 269,440 | |
Skreem Studio’s loss from operations, reported in discontinued operations, for the three months ended September 30, 2008 and 2007 are $0 and $23,775, respectively. Skreem Studio’s loss from operations, reported in discontinued operations, for the nine months ended September 30, 2008 and 2007 are $103,133 and $45,964, respectively. The loss from operations for Skreem Studio’s for the period of May 10, 2006 (inception) to September 30, 2008 is $166,547. Prior year financial statements have been restated to present the operations of Skreem Studio’s as a discontinued operation.
NOTE 9 - SUBSEQUENT EVENTS
On October 20, 2008, Tony Harrison resigned from his position as President of the Company. Justin Martin was appointed as President of the Corporation effective October 20, 2008.
7
ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
THIS REPORT CONTAINS FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933 AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934. THESE FORWARD LOOKING STATEMENTS ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM HISTORICAL RESULTS OR ANTICIPATED RESULTS, INCLUDING THOSE SET FORTH UNDER “RISK FACTORS” IN THIS “MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS” AND ELSEWHERE IN THIS REPORT. THE FOLLOWING DISCUSSION AND ANALYSIS SHOULD BE READ IN CONJUNCTION WITH “SELECTED FINANCIAL DATA” AND THE COMPANY'S FINANCIAL STATEMENTS AND NOTES THERETO INCLUDED ELSEWHERE IN THIS REPORT.
Plan of Operation
Insight Management Corporation (the Company) (f/ka/ Skreem Records Corporation) was formed on March 10, 2006, but was dormant and did not commence operations until April 1, 2007 when it acquired a 100% interest in Skreem Studios, Inc. (the Subsidiary) (f/k/a Skreem Studios LLC). Skreem Studios, Inc. was formed on October 7, 2005 as a limited liability company with the beneficial interest held by two of the Company’s shareholders, Jeffrey Martin and Tony Harrison. The Subsidiary initiated pre-commencement activity in May 2006, renting a studio facility, acquiring equipment, building out two studios and incurring other pre-operational expenses. On April 1, 2007 the Company acquired the Subsidiary under the purchase method and commenced business operations. On June 9, 2008, the majority of stockholders authorized a name change from Skreem Records Corporation to Insight Management Corporation, authorized a ten for 1 reverse split of common s tock and declared a stock dividend of its subsidiary, Skreem Studios, Inc. On July 1, 2008, Insight Management Corporation commenced a reverse spin-off Skreem Studios, Inc., where the shareholders of record receive one share of Skreem Studios, Inc. per share owned in Insight Management. The Company’s business is to search for recording talent, sign the talent to contracts, and to promote and fund the talent. The Company may incur costs to develop unrecognized talent such as vocal coaching, choreography, fitness training, clothing, hair design, transportation and living expenses. Additionally, the company may incur these costs as well as promotional, tour costs and recording costs for established talent as well as its developed talent. Revenue is generated through sales of recordings, performance fees, management fees, merchandising and publishing royalties. Via these revenue sources the Company recovers the cost it has invested in the talent and then shares in a perce ntage of the excess proceeds according to the terms of individual contracts.
Where you can find us
The Company’s executive offices, located at 11637 Orpington Street, Orlando, FL 32817,
(407) 207-0400 is low-day and cost effective, mirroring the company’s frugal approach to controlling costs to maximize returns.
Results of Operations for the nine months ended September 30, 2008 as Compared to the nine months ended September 30, 2007.
Because of the July 1, 2008 spin off of Skreem Studios, leaving the Company as a shell company, the quarterly results are not comparable or material and thus a discussion thereof is omitted.
Revenues –
The Company recorded revenue of $-0- and $-0- for the nine months ended September 30, 2008 and 2007, respectively.
Operating Expenses –
Operating expenses for the nine months ended September 30, 2008 were $149,718. There is no meaningful comparison that can be drawn for the similar period for the previous year; however, total operating expenses from inception of May 10, 2006 are $362,227.
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General and Administrative Expenses –
General and administrative expenses were $134,995 for the nine months ended September 30, 2008. There is no meaningful comparison that can be drawn for the similar period for the previous year; however, total operating expenses from inception of May 10, 2006 are $340,644. This amount is primarily attributable to professional and consulting fees and other general and administrative expenses.
Interest Expense –
For the nine months ended September 30, 2008, the Company recorded interest expense in the amount of $5,412, which relates to interest expense on the notes payable to a major shareholder. There is no meaningful comparison that can be drawn for the similar period for the previous year; however, total interest from inception of May 10, 2006 was $7,720.
Liquidity and Capital Resources
As of September 30, 2008, the Company had $20 cash and a deficit in working capital of $171,246. This compares with cash of $24,232 and a deficit in working capital of $138,470, excluding the assets and liabilities of discontinued operations, as of December 31, 2008.
Cash used in operations was $268,410 for the nine months ended September 30, 2008 compared to $122,131 for the nine months ended September 30, 2007.
GOING CONCERN
The accompanying unaudited financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company sustained losses of $252,771 and $528,358 for the nine months ended September 30, 2008 and since inception of May 10, 2006. The Company had an accumulated deficit of $528,358 at September 30, 2008. These factors raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The Company is highly dependent on its ability to continue to obtain investment capital and loans from an affiliate and shareholder in order to fund the current and planned operating levels. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that m ight be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to bring in income generating activities and its ability to continue receiving investment capital and loans from an affiliate and shareholder to sustain its current level of operations. No assurance can be given that the Company will be successful in these efforts.
RISK FACTORS
OUR BUSINESS IS SUBJECT TO MANY RISK FACTORS, INCLUDING THE FOLLOWING (REFERENCES TO “OUR,” “US,” “WE,” AND WORDS OF SIMILAR MEANING) IN THESE RISK FACTORS REFER TO THE COMPANY.
WE HAVE NOT PAID ANY CASH DIVIDENDS IN THE PAST AND HAVE NO PLANS TO ISSUE CASH DIVIDENDS IN THE FUTURE, WHICH COULD CAUSE THE VALUE OF OUR COMMON STOCK TO HAVE A LOWER VALUE THAN OTHER SIMILAR COMPANIES WHICH DO PAY CASH DIVIDENDS.
We have not paid any cash dividends on our common stock to date and do not anticipate any cash dividends being paid to holders of our common stock in the foreseeable future. While our dividend policy will be based on the operating results and capital needs of the business, it is anticipated that any earnings will be retained to finance our future expansion. As we have no plans to issue cash dividends in the future, our common stock could be less desirable to other investors and as a result, the value of our common stock may decline, or fail to reach the valuations of other similarly situated companies who have historically paid cash dividends in the past.
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WE MAY NOT BE ABLE TO OBTAIN A TRADING MARKET FOR YOUR SHARES.
Trading in our Common Stock, if any, is intended to be conducted on the OTC Bulletin Board operated by the Financial Industry Regulatory Authority or FINRA, if and when, we obtain a listing. We will make an application to the FINRA to list these shares on the Over the Counter Bulletin Board operated by the FINRA. Because we may not be able to obtain or maintain a listing on the OTC Bulletin Board, your shares may be more difficult to sell. However, if we are unable to qualify for this listing, or if we will become unable to maintain our listing on the OTC Bulletin Board, we believe that our stock will trade on over-the-counter market in the so-called “pink sheets”. Consequently, selling your Common Stock would be more difficult because only smaller quantities of stock could be bought and sold, transactions could be delayed, and security analysts' and news media's coverage of the Company may be reduced. These factors coul d result in lower prices and larger spreads in the bid and ask prices for our stock.
IT IS MORE DIFFICULT FOR OUR SHAREHOLDERS TO SELL THEIR SHARES BECAUSE WE ARE NOT, AND MAY NEVER BE, ELIGIBLE FOR NASDAQ OR ANY NATIONAL STOCK EXCHANGE.
We are not presently, nor is it likely that for the foreseeable future we will be, eligible for inclusion in NASDAQ or for listing on any United States national stock exchange. To be eligible to be included in NASDAQ, a company is required to have not less than $4,000,000 in net tangible assets, a public float with a market value of not less than $5,000,000, and a minimum bid price of $4.00 per share. At the present time, we are unable to state when, if ever, we will meet the NASDAQ application standards. Unless we are able to increase our net worth and market valuation substantially, either through the accumulation of surplus out of earned income or successful capital raising financing activities, we will never be able to meet the eligibility requirements of NASDAQ. As a result, it will more difficult for holders of our common stock to resell their shares to third parties or otherwise, which could have a material adverse effect on the liquid ity and market price of our common stock
JEFFREY MARTIN OWNS DIRECTLY AND INDIRECTLY THROUGH RELATED PARTIES APPROXIMATELY 54.5% OF OUR OUTSTANDING COMMON STOCK, AND HAS SIGNIFICANT INFLUENCE OVER OUR CORPORATE DECISIONS, AND AS A RESULT, IF YOU INVEST IN US, YOUR ABILITY TO AFFECT CORPORATE DECISIONS WILL BE LIMITED.
Jeffrey Martin holds 1,700,000 shares of our common stock, representing approximately 54.5% of the outstanding shares of our common stock Accordingly, Mr. Martin will have significant influence in determining the outcome of all corporate transactions or other matters, including mergers, consolidations and the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control even after such conversion and exercise by other investors, as Mr. Martin will likely continue to be our largest shareholder. The interests of Mr. Martin may differ from the interests of the other stockholders and thus result in corporate decisions that are adverse to other shareholders. Additionally, potential investors should take into account the fact that any vote of shares purchased will have limited effect on the outcome of corporate decisions.
We may continue to lose money, and if we do not achieve profitability, we may not be able to continue our business.
We have, in our history, generated limited revenues from operations, have incurred substantial expenses and have sustained losses. In addition, we expect to continue to incur significant operating expenses. As a result, we will need to generate significant revenues to achieve profitability, which may not occur. We expect our operating expenses to increase as a result of our planned expansion. Even if we do achieve profitability, we may be unable to sustain or increase profitability on a quarterly or annual basis in the future. We expect to have quarter-to-quarter fluctuations in revenues, expenses, losses and cash flow, some of which could be significant. Results of operations will depend upon numerous factors, some beyond our control, including regulatory actions, market acceptance of our products and services, new products and service introductions, and competition.
Our independent registered public accounting firm issued a report for the period ended December 31, 2007 that contained a “going concern” explanatory paragraph.
Our independent registered public accounting firm issued a report on their audit of our financial statements as of and for the period ended December 31, 2007. Our notes to the financial statements disclose that Insight Management Corporation’s (f/k/a Skreem Records Corporation’s) cash flows have been absorbed in operating activities and has incurred net losses for the period ended December 31, 2007, and has a working capital deficiency. In the event that funding from internal sources or from public or private financing is insufficient to fund the business at current
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levels, we will have to substantially cut back our level of spending which could substantially curtail our operations. The independent registered public accounting firm’s report contains an explanatory paragraph indicating that these factors raise substantial doubt about our ability to continue as a going concern. Our going concern uncertainty may affect our ability to raise additional capital, and may also affect our relationships with suppliers and customers. Investors should carefully read the independent registered public accounting firm's report and examine our financial statements. The Company’s management continues to evaluate market conditions and opportunities seeking to take advantage of the optimum prospect for return on investor’s capital for the entertainment development, marketing and production company.
If we fail to develop new or expand existing customer relationships, our ability to grow our business will be impaired.
Our growth depends to a significant degree upon our ability to develop new customer relationships and to expand existing relationships with current customers. We cannot guarantee that new customers will be found, that any such new relationships will be successful when they are in place, or that business with current customers will increase. Failure to develop and expand such relationships could have a material adverse effect on our business, results of operations and financial condition.
We are dependent on our key personnel for continued research and development of our technology and Products and the introduction of new uses for them, and if we lose those personnel, our business would fail.
Our future success depends, in significant part, upon the continued service of our senior management. Tony Harrison and Justin Martin are the individuals that have developed our music and processes and continue to develop our music and products. The loss of either of these individuals, particularly in the early stages of our operations and development of new equipment and products, would significantly hurt our business. We do not maintain key man life insurance covering either of them. Tony Harrison resigned as President of the Corporation on October 20, 2008, but continues his operational activity as a consultant and he has not reduced his equity ownership. Our future success also depends on our ability to try and attract and retain highly qualified personnel. Competition for such personnel is intense, and we may experience difficulties in attracting the required number and caliber of such individuals. If we were unable to hire and retain personnel in key positions, our business could fail. As a result, we might incur substantially more expenses than income and might not have enough resources to fund growth that may be commercially viable.
Some of our competitors may be able to use their financial strength to dominate the market, which may affect our ability to generate revenues.
Some of our competitors may be much larger companies than us and very well capitalized. They could choose to use their greater resources to finance their continued participation and penetration of this market, which may impede our ability to generate sufficient revenue to cover our costs. Their better financial resources could allow them to significantly out spend us on research and development, as well as marketing and production. We might not be able to maintain our ability to compete in this circumstance
We will need additional capital to allow us to expand our business plan to increase capacity to produce our music and market our music and products and such financing may be unavailable or too costly.
Our ability to continue research and develop the core technologies and products that we are planning to utilize is dependent on our ability to secure financing and allocate sufficient funds required to support our marketing activity. Additional financing may not be available on favorable terms or even at all. If we raise additional funds by selling stock, the percentage ownership of our then current stockholders will be reduced. If we cannot raise adequate funds to satisfy our capital requirements, we may have to limit our operations significantly. Our ability to raise additional funds may diminish if the public equity markets become less supportive of the industry.
There Is No Assurance That Our Customers Purchase our Music.
We can not make any determination that the music we produce and market will be in demand and purchased by the public.
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We may require additional funds to achieve our current business strategy, which we may not be able to obtain which would affect our ability to operate.
Skreem Records Corporation is a relatively new business entity with limited capital resources. Its future plans may require significant capital, which may not be available on an as needed basis. If the Company’s capital is insufficient to reach and impact their targeted market, they may not be able to achieve the intended goals and objectives, or succeed in its industry.
Risks of leverage and debt service requirements may hamper our ability to operate and grow our revenues.
The Company's debt to equity ratio is likely to be high at the commencement of operations due to the requirement of borrowing funds to continue operations. High leverage creates risks, including the risk of default as well as operating and financing constraints likely to be imposed by prospective lenders. The interest expense associated with the Company's anticipated debt burden may be substantial and may create a significant drain on the Company's future cash flow, especially in the early years of operation. Any such operating or financing constraints imposed by the Company's lenders as well as the interest expense created by the Company's debt burden could place the Company at a disadvantage relative to other better capitalized service providers and increase the impact of competitive pressures within the Company's markets.
No assurances that the Company will be successful in implementing its business plan and we may fail in our marketing efforts.
All investments will be available for use by the Company immediately upon payment and subscription by the investor and will not be available for refund to investors if the offering fails to raise sufficient funds to complete the business plan of the Company. Investors can have no assurances that the Company will be able to raise funds from other sources to complete its business plan.
ITEM 3.
QUANTITATIVE AND QUANTITATIVE DISCLOSURE ABOUT MARKET RISK
Not applicable
ITEM 4.
CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company’s Chief Executive Officer and Chief Accounting Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report on Form 10-Q. Based upon such evaluation, the Chief Executive Officer and Chief Accounting Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were not effective as required under Rules 13a-15(e) and 15d-15(e) under the Exchange Act. This conclusion is based upon the number and magnitude of the year end and quarterly adjusting entries.
Management’s Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) of the Company. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future
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periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management, under the supervision of the Company’s Chief Executive Officer and Chief Accounting Officer, conducted an evaluation of the effectiveness of internal control over financial reporting. Based on this evaluation, management concluded that the Company’s internal control over financial reporting was not effective as of September 30, 2008. For the nine months ended September 30, 2008 deficiencies related to transactions involving equity issuances and derivatives were identified. Following a review of the deficiencies, management determined that we had incorrectly accounted for equity issuances and derivative valuations during such period. As a result, management concluded that our disclosure controls and procedures were not effective. Management concluded that the following three deficiencies were identified in our control process:
·
We did not have adequate transaction controls over the accounting, review and processing of certain unusual or complex accounting transactions.
·
We did not have a systematic and documented program of internal controls and procedures over our accounting and financial reporting process to ensure that unusual or complex transactions are recorded, processed, summarized and reported on a timely basis in our financial disclosures
·
There is deficiency in segregation of duties due to the small size of the Company.
This quarterly report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this quarterly report on Form 10-Q.
Additional effort is needed to fully remedy our identified deficiencies as discussed below and we are continuing our efforts to improve and strengthen our control processes and procedures. Our management intends to continue to work with our auditors and other outside advisors, as appropriate, to develop and then apply our controls and procedures with the goal of achieving adequate and effective disclosure controls. We believe that with a properly planned, designed and implemented system of internal controls over financial reporting, our disclosure controls and procedures are expected to become effective.
There have been no significant changes in internal controls, or in factors that could significantly affect internal controls, subsequent to the date the Chief Executive Officer and Chief Accounting Officer completed their evaluation.
Changes in Internal Control Over Financial Reporting
No change in the Company’s internal control over financial reporting occurred during the three months ended September 30, 2008, that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II - OTHER INFORMATION
ITEM 1.
LEGAL PROCEEDINGS
None
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
In the period from January 1, 2008 through September 30, 2008, 62,200 shares were sold and issued in exchange for cash received in the amount of $75,000.
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On September 9, 2008, the Corporation filed a Def 14C Information Statement with respect to the following actions taken by the Corporation, whereby it:
·
Approved a reverse split of Ten (10) shares of old common stock for One (1) new share of common stock;
·
Amended the name of the Corporation to “Insight Management Corporation” (the “Name Change”); and
·
The Company shall declare a stock dividend of its subsidiary, Insight Management Corporation of one (1) share for each share owned as of the record date. This means that for every one (1) share owned in the Company, you will be issued one new share in the subsidiary, to be called Skreem Studio Corp. The dividend has been declared with a record date of July 1, 2008, and an effective as soon as possible thereafter
ITEM 5.
OTHER INFORMATION
On October 20, 2008, our former President, Tony Harrison resigned. Justin Martin was appointed as President of the Corporation effective October 20, 2008.
ITEM 6.
EXHIBITS
| | |
Number | | Description |
3.1(1) | | Articles of Incorporation, as Amended |
3.2(1) | | Bylaws |
31.1(2) | | Certification of Chief Executive Officer of Insight Management Corporation Required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
31.2(2) | | Certification of Chief Financial Officer of Insight Management Corporation Required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
32.1(2) | | Certification of Chief Executive Officer of Insight Management Corporation Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 Of 18 U.S.C. 63 |
32.2(2) | | Certification of Chief Financial Officer of Insight Management Corporation Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 Of 18 U.S.C. 63 |
———————
(1)
Previously filed with the SB-2 filed on January 16, 2008 and is incorporated herein by reference.
(2)
Field herewith
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.
| | |
| INSIGHT MANAGEMENT CORPORATION |
| | |
| | |
Date: November 17, 2008 | By: | /s/ JUSTIN MARTIN |
| | Justin Martin |
| | Principal Executive Officer |
| | |
Date: November 17, 2008 | By: | /s/ KAREN AALDERS |
| | Karen Aalders |
| | Chief Financial Officer |
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