UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2014
¨ 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 001-33933
MULTIMEDIA PLATFORMS, INC. |
(Exact name of registrant as specified in its charter) |
Nevada | | 88-0319470 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
2929 East Commercial Blvd., Suite Ph-D Fort Lauderdale, Florida Fort | | 33308 |
(Address of principal executive offices) | | (Zip Code) |
(954) 440-4678
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 Par Value
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ¨ No x
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. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No x
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ¨ | Accelerated filer | ¨ |
Non-accelerated filer | ¨ | Smaller reporting company | x |
(Do not check if a smaller reporting company) | | |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.). Yes ¨ No x
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscal quarter, based upon the closing sale price of the registrant’s common stock on June 30, 2014, as reported on the Over the Counter Markets Group Inc. QB tier (the “OTCQB”) was $4,582,463.
As of February 13, 2015 there were 37,213,508 shares of the registrant’s common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
TABLE OF CONTENTS
MULTIMEDIA PLATFORMS, INC.
ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2014
PART I | | PAGE | |
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Item 1. | Business | | | 3 | |
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Item 2. | Properties | | | 4 | |
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Item 3. | Legal Proceedings | | | 4 | |
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PART II | | | | |
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Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | | 5 | |
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Item 7. | Management's Discussion and Analysis of Financial Condition and Results of Operations | | | 7 | |
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Item 8. | Financial Statements | | | 10 | |
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Item 9. | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure | | | 11 | |
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Item 9A. | Controls and Procedures | | | 11 | |
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Item 9B. | Other Information | | | 11 | |
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PART III | | | | |
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Item 10. | Directors, Executive Officers, and Corporate Governance | | | 12 | |
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Item 11. | Executive Compensation | | | 14 | |
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Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | | | 16 | |
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Item 13. | Certain Relationships and Related Transactions, and Director Independence | | | 16 | |
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Item 14. | Principal Accounting Fees and Services | | | 18 | |
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PART IV | | | | |
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Item 15. | Exhibits, Financial Statement Schedules | | | 19 | |
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SIGNATURES | | | 20 | |
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EXHIBIT INDEX | | | 21 | |
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CERTIFICATIONS | | | | |
PART I
Forward-Looking Statements
This Annual Report on Form 10-K contains forward looking statements. Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements contained in this Report speak only as of the date of this report, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.
Such forward-looking statements include statements regarding, among other things, (a) the potential markets for our technologies, our potential profitability, and cash flows (b) our growth strategies (c) expectations from our ongoing research and development activities (d) anticipated trends in the technology industry (e) our future financing plans and (f) our anticipated needs for working capital. This information may involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from the future results, performance, or achievements expressed or implied by any forward-looking statements. These statements may be found at various places throughout this report including, but not limited to the discussions under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and "Business." Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the matters described in this Form 10-K generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur. In addition to the information expressly required to be included in this filing, we will provide such further material information, if any, as may be necessary to make the required statements, in light of the circumstances under which they are made, not misleading.
Although forward-looking statements in this report reflect the good faith judgment of our management, forward-looking statements are inherently subject to known and unknown risks, business, economic and other risks and factors that may cause actual results to be materially different from those discussed in these forward-looking statements. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. Accordingly, you are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this report.
We assume no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report, other than as may be required by applicable law or regulation.
ITEM 1. BUSINESS
Background
Our company’s name is Multimedia Platforms, Inc. (formerly known as Sports Media Entertainment Corp. and also formerly known as Explore Anywhere Holding Corp.) (the "Company"). The Company was incorporated on April 3, 1996 in the State of Nevada as Jubilee Trading Corp. On March 3, 2002, the Company changed its name to PorFavor Corp. From inception until March 2010, we operated as a broker of structural wood materials. In March 2010, the Company identified a target company in the area of computer monitoring software, known as ExploreAnywhere Inc. On February 4, 2011, ExploreAnywhere Inc. and its shareholders closed a Share Exchange Agreement with the Company The merger was accounted for as a purchase. Explore Anywhere, Inc. became a wholly-owned subsidiary of Explore Anywhere Holding Corporation and is engaged in the business of selling computer monitoring software.
On December 24, 2013, the Company changed its name to Sports Media Entertainment Corp. in anticipation of a future merger and in order for the Company name to more closely reflect the nature of the anticipated business activities. The anticipated merger was not consummated.
On January 9, 2015, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”), between and among the Company and Multimedia Platforms, LLC, a Florida Limited Liability Corporation ("MMP"), all the members of MMP (the "Members"), Harrison Holdings, LLC and Amalfi Coast Capital (collectively, the "Debt Holders"). Pursuant to the Share Exchange Agreement, the Registrant (i) issued to the Debt Holders a total of 4,000,000 shares of Series B Convertible Preferred stock in exchange for all the indebtedness of the Company totaling approximately $677,000 as of September 30, 2014; and (ii) issued 21,320,832 shares of common stock and 34,390,199 shares of Series A Convertible Preferred stock to the Members in exchange for 100% of the Members interest in MMP. The aforementioned share issuances will be on a post-split basis and represents 93.4% of the post-closing issued and outstanding common stock of the Registrant. Since the closing of the Share Exchange Agreement, the Company appointed new Officers and Directors, changed its name to Multimedia Platforms Inc. and executed a 1:30 ((one-for-thirty) reverse-split of its common stock effective January 16, 2015.
The Financial Statements under item 8 to this annual report do not include the Balance Sheets, Statements of Operations, Changes in Shareholders Equity or Cash Flows of Multimedia Platforms LLC.
Business
During 2014 and 2013, the Company sold computer monitoring software products, Spybuddy 2013 and Keylogger PRO 2013 (collectively, the "Software"). the Software allows users to secretly monitor and record all areas of a PC, tracking every action down to the last keystroke and the last file deleted. The Software is compatible with the Windows XP, Vista, and 7.
Software is sold on a subscription basis with an upfront, one-year license fee. Spybuddy 2013 is offered at $69.99 and Keylogger PRO 2013 is offered at $39.99. The Company offers a 7 day satisfaction guarantee or a full refund.
Over the past year revenue has declined due to greater competition, the Software's incompatibility with Windows 8 and our inability to raise additional capital to further develop the Software. As a result the Company entered into the Share Exchange Agreement with Multimedia Platforms, LLC.
Multimedia Platforms, LLC is based in Fort Lauderdale and is a Content Delivery Multimedia Technology Publishing Company. With over 50 years of combined publishing experience in both national and regional publications, MMP has developed a technology suite that serves the needs of online and print publishers and their advertisers. To date, MMP has developed two global online platforms, produces 2 regional print publications and has existing revenue.
Employees
As of December 31, 2014, the Company had no full-time employees. The Company utilizes contract labor as needed.
ITEM 2. PROPERTIES
The Company does not own any property or real estate. The Company operates virtually and utilizes an executive office provided by Regus for approximately $80 per month. Following the change to Multimedia Platforms Inc.,the Company has offices provided by a related party.
ITEM 3. LEGAL PROCEEDINGS
We are not party to nor are we aware of any material pending lawsuit, litigation or proceeding.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our common stock is traded on the Over the Counter Markets Group Inc. QB tier (the “OTCQB”) under the symbol “EAHC”.
The following table sets forth the high and low bid quotations of the Company’s common stock for each quarter during the past two fiscal years as reported by the OTCQB:
| | High | | | Low | |
Fiscal Year Ended December 31, 2014 | | | | | | |
First Quarter | | $ | 9.00 | | | $ | 6.00 | |
Second Quarter | | $ | 9.00 | | | $ | 6.00 | |
Third Quarter | | $ | 6.90 | | | $ | 4.80 | |
Fourth Quarter | | $ | 5.10 | | | $ | 1.80 | |
| | | | | | | | |
Fiscal Year Ended December 31, 2013 | | | | | | | | |
First Quarter | | $ | 5.10 | | | $ | 3.90 | |
Second Quarter | | $ | 9.90 | | | $ | 4.50 | |
Third Quarter | | $ | 10.50 | | | $ | 5.70 | |
Fourth Quarter | | $ | 9.60 | | | $ | 5.10 | |
All stock prices reflect the one-for-thirty reverse stock split effective as of January 16, 2015.
The market price of our common stock is subject to significant fluctuations in response to variations in our quarterly operating results, general trends in the market, and other factors, over many of which we have little or no control. In addition, broad market fluctuations, as well as general economic, business and political conditions, may adversely affect the market for our common stock, regardless of our actual or projected performance.
Holders
As of February 13, 2015, 37,213,508 shares of common stock are issued and outstanding. There are approximately 52 stockholders of record of our common stock. A majority of our common stock are held in “street name” or by beneficial holders, whose shares are held of record by banks, brokers, and other financial institutions.
Transfer Agent
The transfer agent and registrar for our common stock is Action Stock Transfer. Their address is 2469 E. Fort Union Blvd., Suite 214, Salt Lake City, UT 84121 and their telephone number at that location is (801) 274-1088.
Dividend Policy
We have not paid any dividends on our common stock and our Board of Directors (the “Board”) presently intends to continue a policy of retaining earnings, if any, for use in our operations. The declaration and payment of dividends in the future, of which there can be no assurance, will be determined by the Board in light of conditions then existing, including earnings, financial condition, capital requirements and other factors. The Nevada Revised Statutes prohibit us from declaring dividends where, if after giving effect to the distribution of the dividend:
| · | We would not be able to pay our debts as they become due in the usual course of business; or |
| | |
| · | Our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of stockholders who have preferential rights superior to those receiving the distribution. |
Except as set forth above, there are no restrictions that currently materially limit our ability to pay dividends or which we reasonably believe are likely to limit materially the future payment of dividends on common stock.
Securities Authorized for Issuance Under Equity Compensation Plans
None.
Recent Sales of Unregistered Securities
On December 17, 2014, the Company issued 833,333 shares of restricted common stock to Timothy Hart, Interim Chairman and Interim Chief Executive officer, Chief Financial Officer and Secretary, in exchange for services and valued at $1,875,000 representing a 25% discount to the closing price of our common stock on the date of issuance due to the restriction and thinly traded nature of our common stock. The Company recorded expense of $558,516 and prepaid expense of $1,316,484 as of December 31, 2014.
All funds received from the sale of our shares were used for working capital purposes. All shares bear a legend restricting their disposition. The foregoing securities may not be offered or sold in the United States unless registered under the Act, or pursuant to an exemption from registration.
The shares were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”). Each investor took his securities for investment purposes without a view to distribution and had access to information concerning us and our business prospects, as required by the Securities Act. In addition, there was no general solicitation or advertising for the purchase of our shares. Our securities were sold only to an accredited investor and a limited number of sophisticated investors, as defined in the Securities Act with whom we had a direct personal preexisting relationship, and after a thorough discussion. Finally, our stock transfer agent has been instructed not to transfer any of such shares, unless such shares are registered for resale or there is an exemption with respect to their transfer.
Each purchaser was provided with access to our filings with the US Securities and Exchange Commission (the “SEC”), including the following:
| · | Copy of our most recent Form 10-K under the Exchange Act of 1934, as amended (the “Exchange Act”). |
| | |
| · | The information contained in an annual report on Form 10-K under the Exchange Act. |
| | |
| · | The information contained in any reports or documents required to be filed by the Company under sections 13(a), 14(a), 14(c), and 15(d) of the Exchange Act since the distribution or filing of the reports specified above. |
| | |
| · | A brief description of the securities being offered, the use of the proceeds from the offering, and any material changes in the Company's affairs that are not disclosed in the documents furnished. |
Additional Information
Copies of our annual reports, quarterly reports, current reports, and any amendments to those reports, are available free of charge on the internet at www.sec.gov. All statements made in any of our filings, including all forward-looking statements, are made as of the date of the document in which the statement is included, and we do not assume or undertake any obligation to update any of those statements or documents unless we are required to do so by law.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following Management’s Discussion and Analysis (“MD&A”) is intended to help the reader understand the results of operations and financial condition of Multimedia Platforms, Inc. and its subsidiaries. The MD&A is provided as a supplement to, and should be read in conjunction with financial statements and the accompanying notes to the financial statements included in this Form 10-K.
Our discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities and expenses and related disclosure of contingent assets and liabilities. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
Results of Operations
Year Ended December 31, 2014 Compared with the Year Ended December 31, 2013
Revenue
Revenue decreased $13,043 to $9,543 during the year ended December 31, 2014 compared to $22,586 during the year ended December 31, 2013. The decrease in revenue is the result of decreasing sales of our products as a result of the Company's inability to finance the cost of developing Windows 8 compatible products.
Operating Expenses
A summary of our operating expense for the years ended December 31, 2014 and 2013 follows:
| | | Year Ended | | | | |
| | | December 31, | | | Increase / | |
| | | 2014 | | | 2013 | | | (Decrease) | |
Operating expense | | | | | | | | | |
| General and administrative | | | 59,266 | | | | 70,390 | | | $ | (11,124 | ) |
| Sales and marketing | | | 19,830 | | | | 21,978 | | | | (2,148 | ) |
| Research and development | | | 2,319 | | | | 23,080 | | | | (20,761 | ) |
| Stock compensation | | | 558,516 | | | | 20,955 | | | | 537,561 | |
Total operating expense | | $ | 639,931 | | | $ | 136,403 | | | $ | 503,528 | |
General and Administrative
General and administrative costs include costs related to personnel, professional fees, travel and entertainment, public company costs, insurance and other office related costs. The $11,124 year-over-year decrease is due to a reduction in all costs as a result of the Company's inability to secure the financing necessary to update its products and increase business activities.
Sales and Marketing
Sales and marketing costs include costs to promote our products primarily via online methods. These costs decreased $2,148 from 2013 to 2014 primarily due to efforts to contain costs.
Research and Development
Research and development (“R&D”) costs represent direct costs incurred in our efforts to maintain continuous development of the Spybuddy and Keylogger PRO products. These costs decreased $20,761 from 2013 to 2014 primarily due to efforts to contain costs.
Other Income (Expense)
Interest expense increased $9,997 to $71,746 during the year ended December 31, 2014 compared to $61,749 during the year ended December 31, 2013. Interest expense includes accretion of the debt discount associated with the beneficial conversion feature of our convertible promissory notes. During 2014, the Company recognized accretion of $29,402 compared to $25,798 during 2013. The 2014 increase over 2013 is due to a $6,393 increase in interest expense related to our outstanding debt as a result of maintaining higher balances compared to the prior year; and $3,604 increase in amortization of debt discount compared to 2013.
Liquidity and Capital Resources
From inception to December 31, 2014, we have incurred an accumulated deficit of $5,002,635. This loss has been incurred through a combination intangible asset impairment, stock compensation, professional fees and expenses supporting our plans to develop our business and brand our services as well as continued operating losses. At December 31, 2014, the Company had current assets of $6,900 compared to accounts payable and accrued expenses of $107,310. During the year ended December 31, 2014, the Company had revenue of $9,543 and net loss of $702,134. The Company has incurred losses since inception and may not be able to generate sufficient net revenue from its business in the future to achieve or sustain profitability. As a result, We intend to effect a business combination with an existing, privately held company.
Net cash used by operating activities was $61,066 during the year ended December 31, 2014 as compared to $83,998 during the year ended December 31, 2013.
Net cash provided by financing activities was $56,894 during the year ended December 31, 2014 as compared to $90,367 during the year ended December 31, 2013.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
Critical Accounting Estimates
The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires us to make judgments, assumptions and estimates that have a significant impact on the results that we report in our financial statements. Some of our accounting policies require us to make difficult and subjective judgments, often as a result of the need to make estimates regarding matters that are inherently uncertain. Note A of the Notes to Financial Statements describes the significant accounting policies used in the preparation of the financial statements. Certain of these significant accounting policies require us to make critical accounting estimates, as defined below.
A critical accounting estimate is defined as one that is both material to the presentation of our financial statements and requires management to make difficult, subjective or complex judgments that could have a material effect on our financial condition and results of operations. Specifically, critical accounting estimates have the following attributes:
| · | we are required to make assumptions about matters that are highly uncertain at the time of the estimate; and |
| | |
| · | different estimates we could reasonably have used, or changes in the estimate that are reasonably likely to occur, would have a material effect on our financial condition or results of operations. |
Estimates and assumptions about future events and their effects cannot be determined with certainty. We base our estimates on historical experience and on various other assumptions believed to be applicable and reasonable under the circumstances. These estimates may change as new events occur, as additional information is obtained and as our operating environment changes. These changes have historically been minor and have been included in the financial statements as soon as they became known. Based on a critical assessment of our accounting policies and the underlying judgments and uncertainties affecting the application of those policies, management believes that our financial statements are fairly stated in accordance with accounting principles generally accepted in the United States, and present a meaningful presentation of our financial condition and results of operations.
Our most critical accounting estimates include:
| · | the recognition and measurement of current and deferred income taxes, which impact our provision for taxes. |
Below, we discuss these policies further, as well as the estimates and judgments involved.
Income Taxes
Provisions for income taxes are based on taxes payable or refundable for the current period and deferred taxes on temporary differences between the amount of taxable income and pretax financial income and between the tax bases of assets and liabilities and their reported amounts in the financial statements. Deferred tax assets and liabilities are included in the financial statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled.
When accounting for Uncertainty in Income Taxes, first, the tax position is evaluated to determine the likelihood that it will be sustained upon external examination. If the tax position is deemed “more-likely-than-not” to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50 percent likelihood of being realized upon ultimate settlement. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company’s utilization of U.S. Federal net operating losses will be limited in accordance to Section 381 rules. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.
Recently Issued Accounting Pronouncements
We review new accounting standards as issued. Although some of these accounting standards issued or effective after the end of our previous fiscal year may be applicable to us, we have not identified any standards that we believe merit further discussion. We believe that none of the new standards will have a significant impact on our financial statements.
ITEM 8. FINANCIAL STATEMENTS
INDEX TO FINANCIAL STATEMENTS
| | Page | |
| | | |
Report of Independent Registered Public Accounting Firm | | | F-1 | |
| | | | |
Balance Sheets as of December 31, 2014 and 2013 | | | F-2 | |
| | | | |
Statements of Operations for the Years Ended December 31, 2014 and 2013 | | | F-3 | |
| | | | |
Statements of Stockholders’ Deficit for the Years Ended December 31, 2014 and 2013 | | | F-4 | |
| | | | |
Statements of Cash Flows for the Years Ended December 31, 2014 and 2013 | | | F-5 | |
| | | | |
Notes to Financial Statements | | | F-6 | |
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of Multimedia Platforms, Inc. (formerly known as Sports Media Entertainment Group)
We have audited the accompanying balance sheets of Multimedia Platforms, Inc. (formerly known as Sports Media Entertainment Group) (the “Company”) as of December 31, 2014 and 2013, and the related statements of operations, changes in stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2014. Multimedia Platforms, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Multimedia Platforms, Inc. as of December 31, 2014 and 2013, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2014 in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note A to the financial statements, the Company has suffered recurring losses from operations and has a significant amount of accumulated deficit that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note A. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Bedinger & Company
Concord, California
February 24, 2015
Multimedia Platforms, Inc.
(fka Sports Media Entertainment Corp.)
Balance Sheets
| | | | December 31, | |
| | | | 2014 | | | 2013 | |
| | | | | | | | |
Assets |
Current Assets | | | | | | |
| Cash | | $ | 2,303 | | | $ | 6,475 | |
| Other current assets | | | 1,321,081 | | | | 3,293 | |
| | Total current assets | | | 1,323,384 | | | | 9,768 | |
| | | | | | | | | | |
| Fixed assets | | | 44,183 | | | | 44,183 | |
| Accumulated depreciation | | | (44,183 | ) | | | (38,648 | ) |
| | Net fixed assets | | | - | | | | 5,535 | |
| | Total assets | | $ | 1,323,384 | | | $ | 15,303 | |
| | | | | | | | | | |
Liabilities and Stockholders' Deficit |
Current Liabilities | | | | | | | | |
| Accounts payable & accrued expenses | | $ | 107,310 | | | $ | 95,999 | |
| Deferred revenue | | | 1,889 | | | | 6,128 | |
| Accrued interest payable | | | 140,900 | | | | 99,053 | |
| Promissory notes | | | 364,727 | | | | 345,144 | |
| Convertible promissory notes | | | 182,511 | | | | 145,200 | |
| | Total Current Liabilities | | | 797,337 | | | | 691,524 | |
| | | | | | | | | | |
Commitments and contingencies | | | | | | | | |
| | | | | | | | | | |
Stockholders' Deficit | | | | | | | | |
| Common stock, $0.001 par value 300,000,000 shares authorized; issued and outstanding 1,502,477 and 702,458 at December 31, 2014 and 2013, respectively. | | | 1,502 | | | | 702 | |
| Additional-paid-in-capital | | | 4,210,696 | | | | 2,307,094 | |
| Accumulated deficit | | | (3,686,151 | ) | | | (2,984,017 | ) |
| | Total stockholders' deficit | | | 526,047 | | | | (676,221 | ) |
| | Total liabilities and stockholders' deficit | | $ | 1,323,384 | | | $ | 15,303 | |
(The accompanying notes are an integral part of these financial statements)
Multimedia Platforms, Inc.
(fka Sports Media Entertainment Corp.)
Statements of Operations
For the Years Ended December 31, 2014 and 2013
| | | Years Ended | |
| | | December 31, | |
| | | 2014 | | | 2013 | |
| | | | | | | |
Revenue | | $ | 9,543 | | | $ | 22,586 | |
| | | | | | | | | |
Operating expenses | | | | | | | | |
| General and administrative | | | 617,782 | | | | 91,345 | |
| Sales and marketing | | | 19,830 | | | | 21,978 | |
| Research and development | | | 2,319 | | | | 23,080 | |
| Total operating expenses | | | 639,931 | | | | 136,403 | |
| | | | | | | | | |
Loss from operations | | | (630,388 | ) | | | (113,817 | ) |
| | | | | | | | | |
Other Income and (Expense) | | | | | | | | |
| Interest expense | | | (71,746 | ) | | | (61,749 | ) |
| Total other income and expense | | | (71,746 | ) | | | (61,749 | ) |
Earnings before taxes | | | (702,134 | ) | | | (175,566 | ) |
Provision for income taxes | | | - | | | | - | |
Net loss | | $ | (702,134 | ) | | $ | (175,566 | ) |
| | | | | | | | | |
Net (loss) per common share basic | | $ | (0.99 | ) | | $ | (0.25 | ) |
Weighted average common shares outstanding basic | | | 710,221 | | | | 701,061 | |
(The accompanying notes are an integral part of these financial statements)
Multimedia Platforms, Inc.
(fka Sports Media Entertainment Corp.)
Statement of Stockholders' Deficit
For the Years Ended December 31, 2014 and 2013
| | | | | | | | | Additional | | | | | | Total | |
| | | Common Stock | | | paid-in | | | Accumulated | | | Stockholders' | |
| | | Shares | | | Amount | | | Capital | | | Deficit | | | Deficit | |
Balance, December 31, 2012 | | | 697,458 | | | | 697 | | | | 2,260,346 | | | | (2,808,451 | ) | | | (547,408 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| Issuance of common stock for services | | | 5,000 | | | | 5 | | | | 20,950 | | | | - | | | | 20,955 | |
| Debt discount related to the beneficial conversion feature of convertible notes | | | - | | | | - | | | | 25,798 | | | | - | | | | 25,798 | |
| Net Income (Loss) | | | - | | | | - | | | | - | | | | (175,566 | ) | | | (175,566 | ) |
Balance, December 31, 2013 | | | 702,458 | | | | 702 | | | | 2,307,094 | | | | (2,984,017 | ) | | | (676,221 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| Shares issued to Chief Executive Officer | | | 833,333 | | | | 833 | | | | 1874167 | | | | - | | | | 1,875,000 | |
| Shares returned and canceled | | | (33,333 | ) | | | (33 | ) | | | 33 | | | | - | | | | - | |
| Debt discount related to the beneficial conversion feature of convertible notes | | | - | | | | - | | | | 29,402 | | | | - | | | | 29,402 | |
| 1:30 reverse stock split adjustment | | | 19 | | | | - | | | | - | | | | - | | | | - | |
| Net Income (Loss) | | | - | | | | - | | | | - | | | | (702,134 | ) | | | (702,134 | ) |
Balance, December 31, 2014 | | | 1,502,477 | | | $ | 1,502 | | | $ | 4,210,696 | | | $ | (3,686,151 | ) | | $ | 526,047 | |
(The accompanying notes are an integral part of these financial statements)
Multimedia Platforms, Inc.
(fka Sports Media Entertainment Corp.)
Statements of Cash Flows
For the Years Ended December 31, 2014 and 2013
| | | | Years Ended | |
| | | | December 31, | |
| | | | 2014 | | | 2013 | |
Cash flows from operating activities | | | | | | |
| Net loss | | $ | (702,134 | ) | | $ | (175,566 | ) |
| Adjustments to reconcile net loss to net cash provided (used) by operating activities: | | | | | | | | |
| | Depreciation | | | 5,535 | | | | 6,256 | |
| | Compensation expense on common stock issued for services | | | 558,516 | | | | 20,955 | |
| | Interest expense - amortization of debt discount | | | 29,402 | | | | 25,798 | |
| Changes in operating accounts: | | | | | | | | |
| | Other current assets | | | (1,304 | ) | | | 3,660 | |
| | Accounts payable and accrued expenses | | | 11,311 | | | | 5,932 | |
| | Deferred revenue | | | (4,239 | ) | | | (6,944 | ) |
| | Accrued interest | | | 41,847 | | | | 35,911 | |
| Net cash used in operating activities | | | (61,066 | ) | | | (83,998 | ) |
| | | | | | | | | | |
Cash flows from financing activities | | | | | | | | |
| Proceeds from promissory notes | | | 19,583 | | | | 60,965 | |
| Proceeds from convertible promissory notes | | | 37,311 | | | | 29,402 | |
| Net cash provided by financing activities | | | 56,894 | | | | 90,367 | |
| | | | | | | | | | |
Increase (decrease) in cash | | | (4,172 | ) | | | 6,369 | |
Cash and cash equivalents at beginning of period | | | 6,475 | | | | 106 | |
Cash and cash equivalents at end of period | | $ | 2,303 | | | $ | 6,475 | |
| | | | | | | | | | |
Supplemental disclosures of cash flow information | | | | | | | | |
Cash paid during the year for: | | | | | | | | |
| Taxes paid | | $ | - | | | $ | - | |
| Interest paid | | $ | - | | | $ | - | |
| | | | | | | | | | |
Non-cash operating activities: | | | | | | | | |
Value of Common Stock issued in exchange for services | | $ | 558,516 | | | $ | 20,955 | |
(The accompanying notes are an integral part of these financial statements)
MULTIMEDIA PLATFORMS, INC.
(formerly known as SPORTS MEDIA ENTERTAINMENT GROUP)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013
NOTE A - Organization, Going Concern and Summary of Significant Accounting Policies
Organization
Our company’s name is Multimedia Platforms, Inc. (formerly known as Sports Media Entertainment Corp. and also formerly known as Explore Anywhere Holding Corp.) (the "Company"). The Company was incorporated on April 3, 1996 in the State of Nevada as Jubilee Trading Corp. On March 3, 2002, the Company changed its name to PorFavor Corp. From inception until March 2010, we operated as a broker of structural wood materials. Then, our former CEO/President fell ill and the wood business deteriorated. As a result, the Company decided to change its business focus and look for other opportunities. In March 2010, the Company identified a target company in the area of computer monitoring software, known as ExploreAnywhere Inc. On February 4, 2011, ExploreAnywhere Inc. and its shareholders closed a Share Exchange Agreement with the Company, whereby the Company acquired all of the issued and outstanding shares of ExploreAnywhere Inc. from its shareholders in exchange for 87,125 shares of the Company's common stock with a fair market value of $1,163,120. The merger was accounted for as a purchase. Explore Anywhere, Inc. became a wholly-owned subsidiary of Explore Anywhere Holding Corporation engaged in the business of selling computer monitoring software, specializing in offering computer monitoring solutions for parents, corporations and educational facilities under the ExploreAnywhere name.
On December 24, 2013, the Company changed its name to Sports Media Entertainment Corp. in anticipation of a future merger and in order for the Company name to more closely reflect the nature of the anticipated business activities.
Going Concern
The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America and applicable to a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.
During the year ended December 31, 2014 the Company recognized $9,543 of revenue. However, the Company incurred a net loss of $702,134. The Company has negative working capital of $790,437 as of December 31, 2014.
Historically, the Company has relied upon internally generated funds and funds from the sale of shares of stock and loans from its shareholders and private investors to finance its operations. The Company plans to mitigate the going concern by effecting a business combination with an existing, privately held company. In the event the business combination does not close, management may seek other business opportunities and/or raise additional capital through future public or private offerings of the stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Company’s failure to do so could have a material and adverse effect upon it and its shareholders.
Summary of Significant Accounting Policies
Accounting Estimates
The preparation of the Company’s financial statements requires management to make estimates and use assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. On an on-going basis, the Company evaluates its estimates. Actual results and outcomes may differ materially from these estimates and assumptions.
Revenue Recognition
Revenue is recognized only when persuasive evidence of an arrangement exists, the fee is fixed or determinable, the product or service has been delivered, and collectability of the resulting receivable is probable. All our revenue during 2014 and 2013 was delivered via internet download. There is no technical support or warranty associated with the sale of our software. If customers have any problems with its software that cannot be easily resolved, the Company will fully refund the price. Revenue is recognized ratably over the one year subscription term of each sale adjusted accordingly for refunds. Unrecognized income is recorded as a liability under deferred revenue on our balance sheet.
Cost of Goods Sold
Cost of Goods Sold includes all software consulting costs, packaging & cases, licensing, and customer charge back, and those indirect costs related to software production. Selling, general and administrative costs are charged to expense as incurred.
Sales and marketing costs
Sales and marketing expenses include advertising expenses, commissions and SEO expenses. Marketing and advertising costs to promote the Company's products and services are expensed in the period incurred. For the year ended December 31, 2014 and 2013, the Company incurred $19,830 and $21,978, respectively, in marketing and advertising expense.
Research and Development
Expenses related to present and future products are expensed as incurred.
Cash and Cash Equivalents
Cash and cash equivalents includes highly liquid investments with original maturities of three months or less. The Company has amounts deposited with financial institutions in excess of federally insured limits.
Fixed assets
Fixed assets are carried at cost, less accumulated depreciation and amortization. Major improvements are capitalized, while repair and maintenance are expensed when incurred. Renewals and betterments that materially extend the life of the assets are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in income for the period.
Depreciation is computed for financial statement purposes on a straight-line basis over estimated useful lives of the related assets. The estimated useful lives of depreciable assets are:
| | Estimated |
| | Useful Lives |
| | |
Office Equipment | | 5-10 years |
Furniture | | 5-7 years |
Shop tools | | 5-7 years |
Vehicles | | 5-10 years |
For federal income tax purposes, depreciation is computed under the modified accelerated cost recovery system. For book purposes, depreciation is computed under the straight-line method.
Fair Value of Financial Instruments
The Company’s financial instruments include cash and equivalents, accounts payable, accrued liabilities and debt. The carrying amount of these financial instruments has been estimated by management to approximate fair value.
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, Financial Accounting Standards Board (“FASB”) ASC Topic 820-10-35 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurements).
Level 1— Valuations based on quoted prices for identical assets and liabilities in active markets.
Level 2—inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques (e.g. the Black-Scholes model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs including interest rate curves, foreign exchange rates, and forward and spot prices for currencies and commodities.
Level 3—inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models.
Income Taxes
The Company accounts for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credits and loss carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carry-forwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to amounts expected to be realized. The Company reports a liability for unrecognized tax benefits resulting from uncertain income tax positions, if any, taken or expected to be taken in an income tax return. Estimated interest and penalties are recorded as a component of interest expense or other expense, respectively.
Net Income (Loss) Per Share
The computation of basic earnings per share (“EPS”) is based on the weighted average number of shares that were outstanding during the period, including shares of common stock that are issuable at the end of the reporting period. The computation of diluted EPS is based on the number of basic weighted-average shares outstanding plus the number of common shares that would be issued assuming the exercise of all potentially dilutive common shares outstanding using the treasury stock method. The computation of diluted net income per share does not assume conversion, exercise or contingent issuance of securities that would have an antidilutive effect on earnings per share. Therefore, when calculating EPS if the Company experienced a loss, there is no inclusion of dilutive securities as their inclusion in the EPS calculation is antidilutive. Furthermore, options and warrants will have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options or warrants (they are in the money). See “NOTE F - Net Loss Per Share” for further discussion.
Recently Adopted Accounting Pronouncements
The Company reviews new accounting standards as issued. Although some of these accounting standards issued or effective after the end of the Company’s previous fiscal year may be applicable to the Company, it has not identified any standards that it believes merit further discussion. The Company believes that none of the new standards will have a significant impact on its financial statements.
NOTE B - Other Current Assets
Other current assets as of December 31, 2014 and 2013 consists of $4,597 of sales being held by the Company's credit card processor and is a customary business practice, and $1,316,484 related to the 833,333 issuance of common stock to Mr. Hart, Interim Chairman and Interim Chief Executive officer, Chief Financial Officer and Secretary on December 17, 2014.
Concentrations of credit risk
The Company performs ongoing credit evaluations of its customers. At December 31, 2014, no customer accounted for more than 10% of revenue.
NOTE C - Fixed Assets
Fixed assets consisted of the following:
| | December 31, | |
| | 2014 | | | 2013 | |
Computers and office equipment | | $ | 29,818 | | | $ | 29,818 | |
Software | | | 14,365 | | | | 14,365 | |
Total fixed assets | | | 44,183 | | | | 44,183 | |
Accumulated depreciation | | | (44,183 | ) | | | (38,648 | ) |
Fixed assets, net | | $ | - | | | $ | 5,535 | |
During the years ended December 31, 2014 and 2013, the Company recognized $5,535 and $6,256, respectively, in depreciation expense.
NOTE D - Promissory Notes
As of December 31, 2014, the Company had the following notes payable:
| | Principle | | | | Accrued Interest | | | | Total | |
Convertible promissory notes | | $ | 182,511 | | | | $ | 64,181 | | | | $ | 246,692 | |
Non convertible promissory notes | | | 364,727 | | | | | 76,719 | | | | | 441,446 | |
Total | | $ | 547,238 | | | | $ | 140,900 | | | | $ | 688,138 | |
As of December 31, 2013, the Company had the following notes payable:
| | Principle | | | Accrued Interest | | | Total | |
Convertible promissory notes | | $ | 145,200 | | | $ | 50,608 | | | $ | 195,808 | |
Non convertible promissory notes | | | 345,144 | | | | 48,445 | | | | 393,589 | |
Total | | $ | 490,344 | | | $ | 99,053 | | | $ | 589,397 | |
Convertible Promissory Notes
As of December 31, 2014, the Company had outstanding the following convertible promissory notes ("CPNs"):
Date of: | | | | | | | Accrued | | | Total | |
Issuance | | Maturity | | Status | | Principle | | | Interest | | | Outstanding | |
07/06/07 | | 2/6/2009 | | Converted to stock | | $ | - | | | $ | 19,452 | | | $ | 19,452 | |
03/23/10 | | 3/24/2011 | | Converted to stock | | | - | | | | 4,460 | | | | 4,460 | |
01/24/11 | | 1/25/2012 | | In default | | | 10,000 | | | | 3,150 | | | | 13,150 | |
01/28/11 | | 1/29/2012 | | Converted to stock | | | - | | | | 2,756 | | | | 2,756 | |
02/09/11 | | 2/10/2012 | | In default | | | 25,000 | | | | 7,786 | | | | 32,786 | |
03/17/11 | | 3/17/2012 | | In default | | | 15,000 | | | | 4,553 | | | | 19,553 | |
04/18/11 | | 4/18/2012 | | In default | | | 15,000 | | | | 4,448 | | | | 19,448 | |
05/17/11 | | 5/17/2012 | | In default | | | 10,000 | | | | 2,902 | | | | 12,902 | |
06/13/11 | | 6/13/2012 | | In default | | | 7,500 | | | | 2,132 | | | | 9,632 | |
06/24/11 | | 6/24/2012 | | In default | | | 2,500 | | | | 705 | | | | 3,205 | |
11/15/11 | | 11/15/2012 | | In default | | | 5,000 | | | | 1,252 | | | | 6,252 | |
10/29/12 | | 10/29/2013 | | In default | | | 17,400 | | | | 3,024 | | | | 20,424 | |
12/12/12 | | 12/12/2013 | | In default | | | 2,000 | | | | 328 | | | | 2,328 | |
12/18/12 | | 12/18/2013 | | In default | | | 1,848 | | | | 301 | | | | 2,149 | |
12/18/12 | | 12/18/2013 | | In default | | | 4,550 | | | | 741 | | | | 5,291 | |
01/24/13 | | 1/24/2014 | | In default | | | 7,000 | | | | 1,083 | | | | 8,083 | |
03/18/13 | | 3/18/2014 | | In default | | | 7,402 | | | | 1,059 | | | | 8,461 | |
04/04/13 | | 4/4/2014 | | In default | | | 15,000 | | | | 2,091 | | | | 17,091 | |
02/28/14 | | 2/28/2015 | | Current | | | 15,000 | | | | 1,006 | | | | 16,006 | |
04/08/14 | | 4/8/2015 | | Current | | | 10,850 | | | | 635 | | | | 11,485 | |
06/11/14 | | 6/11/2015 | | Current | | | 3,477 | | | | 155 | | | | 3,632 | |
09/30/14 | | 9/30/2015 | | Current | | | 7,984 | | | | 162 | | | | 8,146 | |
Total | | | | | | $ | 182,511 | | | $ | 64,181 | | | $ | 246,692 | |
| | | | | | | | | | | | | | | | |
Number of shares issuable upon exercise of the above debt at $0.05 | | | | | | | | 4,933,840 | |
From time to time the Company has issued CPNs all with identical terms, including a maturity date one year from the date of issuance, eight percent (8%) per annum interest rate, no requirement for any payments prior to maturity, and the right to convert the outstanding principle and interest in to into fully paid and non-assessable shares of the Company's common stock at a fixed conversion price of $0.05 per share upon default. The conversion privilege provides for net share settlement only. Pursuant to ASC 470-20-25-5, the Company determined that due to the market price of the Company's common stock being greater than the conversion price contained in each CPN on the commitment date, each CPN contained a beneficial conversion feature (“BCF”) with an intrinsic value in excess of the face amount of each CPN. The resulting discount to the Loan is recorded to interest expense upon default. The Company has not received notice from the holder of the defaulted notes to enforce collection. The Company communicates regularly with the holder who has not expressed a desire to force collection at this time.
Related to the CPN's above, during the year ended December 31, 2014, the Company:
| 1. | Issued $37,311 of CPNs |
| | |
| 2. | Recognized $29,402 of interest expense related to the BCF contained in CPN's falling into default during 2012. |
| | |
| 3. | Recognized $13,573 of interest expense related to the stated interest rate contained in the CPNs |
Related to the CPN's above, during the year ended December 31, 2013, the Company:
| 1. | Issued $29,402 of CPNs |
| | |
| 2. | Recognized $25,798 of interest expense related to the BCF contained in CPN's falling into default during 2013. |
| | |
| 3. | Recognized $11,145 of interest expense related to the stated interest rate contained in the CPNs |
Non Convertible, Unsecured Promissory Notes
As of December 31, 2014, the Company had outstanding the following non convertible, unsecured promissory notes ("UPNs"):
Date of: | | | | | | | Accrued | | | Total | |
Issuance | | Maturity | | Status | | Principle | | | Interest | | | Outstanding | |
03/09/10 | | 3/31/2011 | | In default | | $ | 7,500 | | | $ | 2,890 | | | $ | 10,390 | |
12/03/10 | | 12/4/2011 | | In default | | | 10,000 | | | | 3,264 | | | | 13,264 | |
12/29/10 | | 12/30/2011 | | In default | | | 7,500 | | | | 2,405 | | | | 9,905 | |
04/08/11 | | 4/8/2012 | | In default | | | 7,500 | | | | 2,241 | | | | 9,741 | |
06/02/11 | | 6/2/2012 | | In default | | | 10,000 | | | | 2,867 | | | | 12,867 | |
06/28/11 | | 6/28/2012 | | In default | | | 6,500 | | | | 1,826 | | | | 8,326 | |
07/01/11 | | 7/1/2012 | | In default | | | 6,500 | | | | 1,822 | | | | 8,322 | |
07/21/11 | | 7/21/2012 | | In default | | | 2,000 | | | | 552 | | | | 2,552 | |
07/26/11 | | 7/26/2012 | | In default | | | 7,500 | | | | 2,061 | | | | 9,561 | |
08/05/11 | | 8/5/2012 | | In default | | | 8,500 | | | | 2,318 | | | | 10,818 | |
08/08/11 | | 8/8/2012 | | In default | | | 8,500 | | | | 2,312 | | | | 10,812 | |
08/24/11 | | 8/24/2012 | | In default | | | 5,000 | | | | 1,342 | | | | 6,342 | |
09/13/11 | | 9/13/2012 | | In default | | | 7,500 | | | | 1,981 | | | | 9,481 | |
10/04/11 | | 10/4/2012 | | In default | | | 7,500 | | | | 1,946 | | | | 9,446 | |
10/06/11 | | 10/6/2012 | | In default | | | 2,250 | | | | 583 | | | | 2,833 | |
10/17/11 | | 10/17/2012 | | In default | | | 10,000 | | | | 2,567 | | | | 12,567 | |
11/02/11 | | 11/2/2012 | | In default | | | 5,000 | | | | 1,266 | | | | 6,266 | |
11/07/11 | | 11/7/2012 | | In default | | | 5,000 | | | | 1,260 | | | | 6,260 | |
11/15/11 | | 11/15/2012 | | In default | | | 3,000 | | | | 751 | | | | 3,751 | |
11/28/11 | | 11/28/2012 | | In default | | | 4,500 | | | | 1,114 | | | | 5,614 | |
12/07/11 | | 12/7/2012 | | In default | | | 3,500 | | | | 859 | | | | 4,359 | |
12/27/11 | | 12/27/2012 | | In default | | | 5,500 | | | | 1,326 | | | | 6,826 | |
01/19/12 | | 1/19/2013 | | In default | | | 12,500 | | | | 2,951 | | | | 15,451 | |
02/23/12 | | 2/23/2013 | | In default | | | 5,000 | | | | 1,142 | | | | 6,142 | |
03/02/12 | | 3/3/2013 | | In default | | | 10,000 | | | | 2,266 | | | | 12,266 | |
03/09/12 | | 3/10/2013 | | In default | | | 12,500 | | | | 2,814 | | | | 15,314 | |
04/17/12 | | 4/18/2013 | | In default | | | 10,000 | | | | 2,165 | | | | 12,165 | |
05/03/12 | | 5/4/2013 | | In default | | | 12,500 | | | | 2,663 | | | | 15,163 | |
05/22/12 | | 5/23/2013 | | In default | | | 7,500 | | | | 1,567 | | | | 9,067 | |
06/04/12 | | 6/5/2013 | | In default | | | 9,500 | | | | 1,957 | | | | 11,457 | |
06/11/12 | | 6/12/2013 | | In default | | | 8,500 | | | | 1,738 | | | | 10,238 | |
04/03/12 | | 4/4/2013 | | In default | | | 3,800 | | | | 835 | | | | 4,635 | |
07/02/12 | | 7/3/2013 | | In default | | | 3,500 | | | | 700 | | | | 4,200 | |
07/11/12 | | 7/12/2013 | | In default | | | 9,500 | | | | 1,880 | | | | 11,380 | |
07/23/12 | | 7/24/2013 | | In default | | | 6,500 | | | | 1,269 | | | | 7,769 | |
08/14/12 | | 8/15/2013 | | In default | | | 5,000 | | | | 952 | | | | 5,952 | |
09/04/12 | | 9/5/2013 | | In default | | | 6,000 | | | | 1,115 | | | | 7,115 | |
09/13/12 | | 9/14/2013 | | In default | | | 500 | | | | 92 | | | | 592 | |
10/05/12 | | 10/6/2013 | | In default | | | 3,500 | | | | 627 | | | | 4,127 | |
10/15/12 | | 10/16/2013 | | In default | | | 5,250 | | | | 929 | | | | 6,179 | |
12/07/12 | | 12/8/2013 | | In default | | | 4,000 | | | | 661 | | | | 4,661 | |
12/20/12 | | 12/21/2013 | | In default | | | 5,000 | | | | 812 | | | | 5,812 | |
12/30/12 | | 12/30/2013 | | In default | | | 2,879 | | | | 461 | | | | 3,340 | |
02/25/13 | | 02/25/2014 | | In default | | | 10,000 | | | | 1,477 | | | | 11,477 | |
04/01/13 | | 04/01/2014 | | In default | | | 13,500 | | | | 1,891 | | | | 15,391 | |
05/01/13 | | 05/01/2014 | | In default | | | 1,000 | | | | 133 | | | | 1,133 | |
06/27/13 | | 06/27/2014 | | In default | | | 5,000 | | | | 605 | | | | 5,605 | |
08/15/13 | | 08/15/2014 | | In default | | | 5,000 | | | | 551 | | | | 5,551 | |
09/11/13 | | 09/11/2014 | | In default | | | 3,500 | | | | 365 | | | | 3,865 | |
11/12/13 | | 11/12/2014 | | Current | | | 4,500 | | | | 408 | | | | 4,908 | |
12/30/13 | | 12/30/2014 | | Current | | | 4,500 | | | | 361 | | | | 4,861 | |
12/31/13 | | 12/31/2014 | | Current | | | 13,965 | | | | 1,117 | | | | 15,082 | |
06/30/14 | | 06/30/2015 | | Current | | | 13,264 | | | | 535 | | | | 13,799 | |
09/30/14 | | 09/30/2015 | | Current | | | 6,319 | | | | 127 | | | | 6,446 | |
Total | | | | | | $ | 364,727 | | | $ | 76,719 | | | $ | 441,446 | |
From time to time the Company has issued UPNs all with identical terms, including a maturity date one year from the date of issuance, eight percent (8%) per annum interest rate and no requirement for any payments prior to maturity. The Company has made no repayments of the above UPNs.
During the year ended December 31, 2014 and 2013 the company issued $19,583 and $60,965, respectively of UPNs. Also during 2014 and 2013, the Company recognized $28,274 and $24,766, respectively of interest expense related to the UPNs above.
The total amount of convertible and non convertible promissory note principle and accrued interest in default was $618,737 as of December 31, 2014.
NOTE E - Stockholder's Equity
On December 17, 2014, the Company issued 833,333 shares of restricted common stock to Timothy Hart, Interim Chairman and Interim Chief Executive officer, Chief Financial Officer and Secretary, in exchange for services and valued at $1,875,000 representing a 25% discount to the closing price of our common stock on the date of issuance due to the restriction and thinly traded nature of our common stock. The Company recorded expense of $558,516 and prepaid expense of $1,316,484 as of December 31, 2014. As a result of this issuance, Mr. Hart held 55.5% of the issued and outstanding common stock of the Company, or 833,333 of a total of 1,502,477 shares outstanding on a post-split basis.
On April 12, 2013, the Company issued 5,000 shares of restricted common stock to its former CFO pursuant to his employment agreement. The shares were valued at the market price of our common stock on the date of issuance and related expense of $20,955 recognized.
On June 18, 2012, the Board of Directors entered into a Restricted Stock Award Agreement (the "Award") with its now former President and CEO, Bryan Hammond, pursuant to which the Company agreed to issue 33,333 shares of its common stock to Mr. Hammond. The Award was subject to a substantial risk of forfeiture and vests only upon the realization of significantly greater revenues whereby for every $1,000,000 in revenue recognized, 20% or 6,667 shares vest. On April 10, 2014, Mr. Hammond returned said shares to the treasury and their issuance has been canceled. The Company recorded the original issuance and subsequent return at par value.
NOTE F - Net Loss Per Share
During the years ended December 31, 2014 and 2013, the Company recorded a net loss. Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. The Company has not included the effects of convertible debt on net loss per share for the past two fiscal years because to do so would be antidilutive.
Following is the computation of basic and diluted net loss per share for the years ended December 31, 2014 and 2013:
| | | Years Ended | |
| | | December 31, | |
| | | 2014 | | | 2013 | |
Basic and Diluted EPS Computation | | | | | | |
Numerator: | | | | | | |
| Loss available to common stockholders' | | $ | (702,134 | ) | | $ | (175,566 | ) |
| | | | | | | | | |
Denominator: | | | | | | | | |
| Weighted average number of common shares outstanding | | | 710,221 | | | | 701,061 | |
| | | | | | | | | |
Basic and diluted EPS | | $ | (0.99 | ) | | $ | (0.25 | ) |
| | | | | | | | | |
The weighted average shares listed below were not included in the computation of diluted losses per share because to do so would have been antidilutive for the periods presented: |
| | | | | | | | | |
| Convertible promissory notes | | | 150,773 | | | | 109,108 | |
NOTE G - Income Taxes
No provision for income taxes was recorded in the periods presented due to tax losses incurred in each period. The income tax provision differs from the amount computed by applying the statutory income tax rate of 34% to pre-tax loss as follows:
| | | December 31, | |
| | | 2014 | | | 2013 | |
Deferred tax assets: | | | | | | |
| Net operating loss carryforwards | | $ | 1,788,081 | | | $ | 1,647,112 | |
| Statutory tax rate | | | 34 | % | | | 34 | % |
Gross deferred tax assets | | | 607,948 | | | | 560,018 | |
Valuation allowance | | | (607,948 | ) | | | (560,018 | ) |
Net deferred tax asset | | $ | - | | | $ | - | |
The valuation allowance for deferred tax assets as of December 31, 2014 and 2013 was $607,948 and $560,018, respectively. The net change in the total valuation allowance for the year ended December 31, 2014 was an increase of $47,930. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Due to the uncertainty of realizing the deferred tax asset, management has recorded a valuation allowance against the entire deferred tax asset.
The Company has a U.S. federal net operating loss carryforward at December 31, 2014, of $approximately 1,788,081, which, subject to limitations of Internal Revenue Code Section 382, is available to reduce income taxes payable in future years. If not used, this carryforward will expire in years 2026 through 2032.
Utilization of U.S. net operating losses and tax credits of the Company and our wholly owned subsidiary, ExploreAnywhere, Inc. are subject to annual limitations under Internal Revenue Code Sections 382 and 383, respectively, as a result of significant changes in ownership, private placements and debt conversions. Subsequent significant equity changes, could further limit the utilization of the net operating losses and credits. The annual limitations have not yet been determined; however, when the annual limitations are determined, the gross deferred tax assets for the net operating losses and tax credits will be reduced with a reduction in the valuation allowance of a like amount.
As of December 31, 2014 and 2013, there were no unrecognized tax benefits. Accordingly, a tabular reconciliation from beginning to ending periods is not provided. The Company will classify any future interest and penalties as a component of income tax expense if incurred. To date, there have been no interest or penalties charged or accrued in relation to unrecognized tax benefits.
The Company does not anticipate that the total amount of unrecognized tax benefits will change significantly in the next twelve months.
NOTE H - Related Party Transactions
A related party is generally defined as (i) any person that holds 10% or more of the Company’s securities and their immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.
On December 17, 2014, the Company issued 833,333 shares of restricted common stock to Timothy Hart, Interim Chairman and Interim Chief Executive officer, Chief Financial Officer and Secretary, See “NOTE E - Stockholder's Equity” for more information.
On April 12, 2013, the Company issued 5,000 shares of restricted common stock to its former CFO pursuant to his employment agreement. The shares were valued at the market price of our common stock on the date of issuance and related expense of $20,955 recognized.
On June 18, 2012, the Board of Directors entered into a Restricted Stock Award Agreement (the "Award") with its now former President and CEO, Bryan Hammond, pursuant to which the Company agreed to issue 33,333 shares of its common stock to Mr. Hammond. The Award was subject to a substantial risk of forfeiture and vests only upon the realization of significantly greater revenues whereby for every $1,000,000 in revenue recognized, 20% or 6,667 shares vest. On April 10, 2014, Mr. Hammond returned said shares to the treasury and their issuance has been canceled. The Company recorded the original issuance and subsequent return at par value.
All related party transactions are recorded at the exchange amount established and agreed to between related parties and are in the normal course of business.
NOTE I - Subsequent Events
On January 9, 2015, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”), between and among the Company and Multimedia Platforms, LLC, a Florida Limited Liability Corporation ("MMP"), all the members of MMP (the "Members"), Harrison Holdings, LLC and Amalfi Coast Capital (collectively, the "Debt Holders"). Pursuant to the Share Exchange Agreement, the Registrant (i) will issue to the Debt Holders a total of 4,000,000 shares of Series B Convertible Preferred stock in exchange for all the indebtedness of the Company as described above under NOTE D - Promissory Notes above; and (ii) issue 21,320,832 shares of common stock and 34,390,199 shares of Series A Convertible Preferred stock to the Members in exchange for 100% of the Members interest in MMP. The aforementioned share issuances will be on a post-split basis (the Company effected a one-for-thirty reverse stock split which became effective on January 16, 2015) and represents 93.4% of the post-closing issued and outstanding common stock of the Registrant. On February 2, 1015, the Company issued 33,994,168 shares of common stock pursuant to the Share Exchange Agreement. The common stock issued was in excess of the common stock to be issued per the Share Exchange Agreement by an additional 12,673,336 which represents a like number of Series A Convertible Preferred stock which will not be issued.
On January 16, 2015, the Company, with the approval of its board of directors and its majority shareholders by written consent in lieu of a meeting, filed a Certificate of Amendment and Certificate of Change (collectively, the “Amendments”) with the Secretary of State of Nevada. As a result of the Amendments, the Company (i) changed its name to Multi Media Platforms, Inc., (ii) authorized a 1:30 (one-for-thirty) reverse-split of its issued and authorized common shares, (iii) authorized 40,000,000 Series A Preferred Stock, par value $0.001, and (iv) authorized 4,000,000 Series B Preferred Stock, par value $0.001.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our 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 annual report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded as of December 31, 2014 that our disclosure controls and procedures were effective such that the information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
(b) Management’s Report on Internal Control over Financial Reporting
Our 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). Our 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.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. Furthermore, smaller reporting companies face additional limitations. Smaller reporting companies employ fewer individuals and find it difficult to properly segregate duties. Smaller reporting companies tend to utilize general accounting software packages that lack a rigorous set of software controls.
Our management, with the participation of the President and Chief Financial Officer, evaluated the effectiveness of the Company’s internal control over financial reporting as of December 31, 2014. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework. Based on that evaluation, our management concluded that, as of December 31, 2014, our internal control over financial reporting was effective.
This annual report does not include an attestation report of our 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 the Dodd-Frank Wall Street Reform and Consumer Protection Act, which permanently exempts non-accelerated filers (generally issuers with a public float under $75 million) from complying with Section 404(b) of the Sarbanes-Oxley Act of 2002.
(c) Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the names and ages of all of our directors and executive officers as of the date of this annual report was filed.
Name | | Age | | Current Position With Us | | Director or Officer Since |
Timothy S. Hart, CPA | | 56 | | Interim Chairman, Interim Chief Executive Treasurer and Secretary | | November 14, 2014 (1) |
(1) Mr. Hart was appointed our Interim Chairmand and Interim Chief Executive Officer following the resignation of Brenden Garrison from such positions on November 14, 2014 and as Chief Financial Officer following the resignation of Justin Frere on November 20, 2014.
Former Officers and Directors
Bryan Hammond our Director and Chief Executive Officer since March 23, 2010 resigned on January 9, 2014. Brenden Garrison, our Director and Chief Executive Officer since January 9, 2014, resigned from such position on November 14, 2014. Justin Frere, our Chief Financial Officer and Treasurer since March 23, 2013 resigned from such positions on November 20, 2014.
Biographical Information
Set forth below are the names of all of our directors and executive officers, all positions and offices held by each person, the period during which each has served as such, and the principal occupations and employment of such persons during at least the last five years, and other director positions held currently or during the last five years:
Current Directors and Officers
Timothy S. Hart, CPA
Mr. Hart has over thirty years of accounting and finance experience including 10 years with KPMG. Most recently, Mr. Hart expanded his private practice to form R3 Accounting LLC. Mr. Hart has extensive experience dealing with SEC and other regulatory matters, such as initial and secondary public offerings, private placements, formulating responses to various SEC inquiries, compliance with SEC reporting requirements, dealing with banks, private investors and investment bankers in obtaining debt and/or equity financing, and appearing before the IRS representing clients on IRS audits. He also has widespread experience with mergers and acquisitions, including transactional documentation, back and front office systems implementations for small to medium sized businesses, business consulting with small public and private companies and their executives and various other accounting, finance and tax services. Mr. Hart holds a bachelors degree in Accountancy, Economics and Business Administration from Thomas More College, and has been a certified public accountant since 1984. He is also former Chairman of the Chamber of Commerce for Oakland Park/Wilton Manor.
All of our directors are elected annually to serve for one year or until their successors are duly elected and qualified.
Family Relationships and Other Matters
There are no family relationships among or between any of our officers and directors.
Legal Proceedings
None of or Directors or officers are involved in any legal proceedings as described in Regulation S-K (§ 229.401(f)).
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16 of the Exchange Act requires our Directors, executive officers, and persons who own more than 10% of a registered class of our equity securities to file with the SEC initial reports of beneficial ownership (Form 3) and reports of changes in beneficial ownership (Forms 4 and 5) of our Common Stock and our other equity securities. Officers, Directors, and greater than 10% shareholders are required by the SEC’s regulations to furnish us with copies of all Section 16(a) reports they file.
Based solely upon a review of Forms 3 and 4 furnished to the company under Rule 16a-3(e) of the Securities Exchange Act during its most recent fiscal year and Forms 5 furnished to the company with respect to its most recent fiscal year and any written representations received by the company from persons required to file such forms, the following persons – either officers, directors or beneficial owners of more than ten percent of any class of equity of the company registered pursuant to Section 12 of the Securities Exchange Act – failed to file on a timely basis reports required by Section 16(a) of the Securities Exchange Act during the most recent fiscal year or prior fiscal years:
| | # of Late Reports | | | # of Transactions Not Timely Reported | | | # of Failures to File a Required Report | |
Timothy S. Hart – Interim Chairman, Interim CEO, Treasurer and Secretary | | | 1 | | | | 1 | | | | 1 | |
CODE OF ETHICS
We have adopted a Code of Ethics that applies to all of our officers, directors and employees, including our Chief Executive Officer and Chief Financial Officer. The Code of Ethics is designed to deter wrongdoing, and to promote, among other things, honest and ethical conduct, full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to the SEC, compliance with applicable governmental laws, rules and regulations, the prompt internal reporting of violations of the Code of Ethics, and accountability for adherence to the Code of Ethics.
CORPORATE GOVERNANCE
Director Independence
We are not listed on a major U.S. securities exchange and, therefore, are not subject to the corporate governance requirements of any such exchange, including those related to the independence of directors. However, at this time, after considering all of the relevant facts and circumstances, our Board has determined that the Company has no “independent directors” as defined under the standards of independence of the FINRA listing standards. Upon our listing on any national securities exchange or any inter-dealer quotation system, we will elect such independent directors as is necessary under the rules of any such securities exchange.
Board Leadership Structure
We currently have two executive officers one of which is also the Chairman and sole director. Our Board has reviewed the Company’s current Board leadership structure. In light of the Company’s size, nature of the Company’s business, regulatory framework under which the Company operates, stockholder base, the Company’s peer group and other relevant factors, the Company has determined that this structure is currently the most appropriate Board leadership structure for our company. Nevertheless, the Board intends to carefully evaluate from time to time whether our current structure should be modified based on what the Board believes is best for the Company and our stockholders.
Board Role in Risk Oversight
Risk is inherent in every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including strategic risks, enterprise risks, financial risks, and regulatory risks. While our management is responsible for day to day management of various risks we face, the Board, as a whole, is responsible for evaluating our exposure to risk and to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. The Board reviews and discusses policies with respect to risk assessment and risk management. The Board also has oversight responsibility with respect to the integrity of the Company’s financial reporting process and systems of internal control regarding finance and accounting, as well as its financial statements.
Audit Committee
The Board does not currently have a standing Audit Committee. The full Board performs the principal functions of the Audit Committee. The full Board monitors our financial reporting process and internal control system and reviews and appraises the audit efforts of our independent accountants.
Compensation Committee
The Board does not currently have a standing Compensation Committee. The full Board establishes our overall compensation policies and reviews recommendations submitted by our management.
Nominating Committee
The Board does not currently have a standing Nominating Committee. We do not maintain a policy for considering nominees. Our Bylaws provides that the number of Directors shall be fixed from time to time by the Board, but in no event shall be less than the minimum required by law. The Board of Directors hall be large enough to maintain our required expertise but not too large to function efficiently. Director nominees are recommended, reviewed and approved by the entire Board. The Board believes that this process is appropriate due to the relatively small number of directors on the Board and the opportunity to benefit from a variety of opinions and perspectives in determining director nominees by involving the full Board.
While the Board is solely responsible for the selection and nomination of directors, the Board may consider nominees recommended by stockholders as it deems appropriate. The Board evaluates each potential nominee in the same manner regardless of the source of the potential nominee’s recommendation. Although we do not have a policy regarding diversity, the Board does take into consideration the value of diversity among Board members in background, experience, education and perspective in considering potential nominees for recommendation to the Board for selection. Stockholders who wish to recommend a nominee should send nominations to our Interim Chief Executive Officer, Timothy Hart, 2929 East Commercial Blvd., Suite Ph-D Fort Lauderdale, Florida 33308, that includes all information relating to such person that is required to be disclosed in solicitations of proxies for the election of directors. The recommendation must be accompanied by a written consent of the individual to stand for election if nominated by the Board and to serve if elected.
Compensation Consultants
We have not historically relied upon the advice of compensation consultants in determining Named Executive Officer compensation. Instead, the full Board reviews compensation levels and makes adjustments based on their personal knowledge of competition in the market place, publicly available information and informal surveys of human resource professionals.
Stockholder Communications
Stockholders who wish to communicate with the Board may do so by addressing their correspondence to the Board at Multimedia Platforms, Inc. Attention: Timothy Hart, 2929 East Commercial Blvd., Suite Ph-D Fort Lauderdale, Florida 33308. The Board shall review and respond to all correspondence received, as appropriate.
ITEM 11. EXECUTIVE COMPENSATION
The following table and descriptive materials set forth information concerning compensation earned for services rendered to us by: the President and Chief Executive Officer (the “CEO”) and Chief Financial Officer (the “CFO”).
SUMMARY COMPENSATION TABLE
The following table summarizes the compensation earned by the Named Executive Officers during the fiscal years ended December 31, 2014, 2013 and 2012.
Name and Principal Position | | Year Ended December 31, | | | Salary ($) | | | Bonus ($) | | | Option Awards ($) | | | All Other Compensation ($) | | | Total ($) | |
Timothy S. Hart (1), Interim Chairman, Interim Chief Executive Officer, Treasurer and Secretary | | | 2014 | | | | - | | | | - | | | | - | | | $ | 1,875,000 | | | $ | 1,875,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Bryan Hammond, | | | 2014 | | | | - | | | | - | | | | - | | | | - | | | | - | |
Former Chairman, President, | | | 2013 | | | | - | | | | - | | | | - | | | | - | | | | - | |
Chief Executive Officer and Secretary | | | 2012 | | | | - | | | | - | | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Justin Frere, Former CFO (2) | | | 2014 | | | $ | 18,518 | | | | - | | | | - | | | | - | | | $ | 18,815 | |
| | | 2013 | | | $ | 26,535 | | | | - | | | | - | | | $ | 20,955 | | | $ | 47,490 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Khris Thetsy, Former CFO | | | 2012 | | | $ | 15,350 | | | | - | | | | - | | | | - | | | $ | 15,350 | |
| | | 2011 | | | $ | 25,110 | | | | - | | | | - | | | | - | | | $ | 25,110 | |
(1) Mr. Hart does not currently draw a salary or have an employment agreement. Mr. Hart was awarded 25,000,000 shares of common stock on December 17, 2014.
(2) Mr. Frere was hired on March 21, 2013 pursuant to an employment agreement. The term of the employment agreement is one year with a one year automatic renewal, and provided for the issuance of 5,000 restricted shares of common stock valued at $20,955. Mr. Frere resigned on November 20, 2014.
Outstanding Equity Awards as Fiscal Year-End
None.
Payments Upon Termination of Change in Control
There are no understandings or agreements known by management at this time which would result in a change in control.
Compensation of Directors
No compensation has been paid to date by the Company to any non-employee directors.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth certain information as of the date this annual report was filed by (i) all persons who are known by us to beneficially own more than 5% of our outstanding shares of common stock, (ii) each director, director nominee, and Named Executive Officer; and (iii) all executive officers and directors as a group:
| | Title of Class | |
| | Preferred Stock | | | Preferred Stock | | | Common Stock | |
Name and Address of Beneficial Owner (1) | | Number of shares Beneficially Owned (2) | | | % of Class (2) | | | Number of shares Beneficially Owned (2) | | | % of Class (2) | | | Number of shares Beneficially Owned (2) | | | % of Class (2) | |
Directors and Officers | | | | | | | | | | | | | | | | | | |
Timothy S. Hart (3) | | | | | | | | | | | | | | | | | | | 8,035,116 | | | | 21.6 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
5% shareholders | | | | | | | | | | | | | | | | | | | | | | | | |
Neil Swartz (4) | | | | | | | | | | | | | | | | | | | 7,201,783 | | | | 19.4 | % |
Robert Blair | | | 20,000,000 | | | | 100.0 | % | | | | | | | | | | | 7,212,699 | | | | 19.4 | % |
Brian Neal | | | | | | | | | | | | | | | | | | | 2,900,000 | | | | 7.8 | % |
Amalfi Coast Capital | | | | | | | | | | | 1,435,598 | | | | 35.9 | % | | | | | | | | |
Harrison Holdings, LLC | | | | | | | | | | | 2,564,402 | | | | 64.1 | % | | | 1,699,106 | | | | 4.6 | % |
(1) Beneficial Ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Each of the beneficial owners listed above has direct ownership of and sole voting power and investment power with respect to the shares of Company preferred stock and common stock. Except as indicated the address of each beneficial owner is 2929 East Commercial Blvd., Suite Ph-D, Fort Lauderdale, Florida 33308.
(2) Calculated pursuant to rule 13d-3(d) of the Exchange Act. Beneficial ownership is calculated based on 37,213,508 shares of Common Stock, 20,000,000 shares of Series A Convertible Preferred Stock and 4,000,000 shares of Series B Convertible Preferred Stock issued and outstanding on a fully diluted basis as of the filing date of this annual report. Each share of convertible preferred stock is convertible into one share of common stock. Under Rule 13d-3(d) of the Exchange Act, shares not outstanding which are subject to options, warrants, rights or conversion privileges exercisable within 60 days are deemed outstanding for the purpose of calculating the number and percentage owned by such person, but are not deemed outstanding for the purpose of calculating the percentage owned by each other person listed.
(3) Includes 6,405,355 common shares held directly by Mr. Hart and 1,629,761 common shares held by TBG Holdings Corporation which Mr. Hart is the Chief Financial Officer. In such capacity, Mr. Hart may be deemed to have beneficial ownership of these shares. The number of shares reflected above is as of February 13, 2015, based upon the review of our transfer records as of said date.
(4) Includes 5,572,022 common shares held directly by Mr. Swartz and 1,629,761 common shares held by TBG Holdings Corporation which Mr. Swartz is the Chief Executive Officer. In such capacity, Mr. Swartz may be deemed to have beneficial ownership of these shares. The number of shares reflected above is as of February 13, 2015, based upon the review of our transfer records as of said date.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
We do not have a formal written policy for the review and approval of transactions with related parties. However, our Code of Ethics requires actual or potential conflict of interest to be reported to the Board. Our employees are expected to disclose personal interests that may conflict with ours and they may not engage in personal activities that conflict with their responsibilities and obligations to us. Periodically, we inquire as to whether or not any of our Directors have entered into any transactions, arrangements or relationships that constitute related party transactions. If any actual or potential conflict of interest is reported, our entire Board and outside legal counsel review the transaction and relationship disclosed and the Board makes a formal determination regarding each Director's independence. If the transaction is deemed to present a conflict of interest, the Board will determine the appropriate action to be taken.
Transactions with Related Persons
The Board is responsible for review, approval, or ratification of "related-person transactions" involving the Company or its subsidiaries and related persons. Under SEC rules (Section 404 (a) of Regulation S-K), a related person is a director, officer, nominee for director, or 5% stockholder of the company since the beginning of the previous fiscal year, and their immediate family members. the Company is required to report any transaction or series of transactions in which the company or a subsidiary is a participant, the amount involved exceeds $120,000, and a related person has a direct or indirect material interest.
The Board has determined that, barring additional facts or circumstances, a related person does not have a direct or indirect material interest in the following categories of transactions:
| · | any transaction with another company for which a related person's only relationship is as an employee (other than an executive officer), director, or beneficial owner of less than 10% of that company's shares, if the amount involved does not exceed the greater of $1 million or 2% of that company's total annual revenue; |
| | |
| · | compensation to executive officers determined by the Board; |
| | |
| · | compensation to directors determined by the Board; |
| | |
| · | transactions in which all security holders receive proportional benefits; and |
| | |
| · | banking-related services involving a bank depository of funds, transfer agent, registrar, trustee under a trust indenture, or similar service. |
The Board reviews transactions involving related persons who are not included in one of the above categories and makes a determination whether the related person has a material interest in a transaction and may approve, ratify, rescind, or take other action with respect to the transaction in its discretion. The Board reviews all material facts related to the transaction and takes into account, among other factors it deems appropriate, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances; the extent of the related person's interest in the transaction; and, if applicable, the availability of other sources of comparable products or services.
On December 17, 2014, the Company issued 833,333 shares of restricted common stock to Timothy Hart, Interim Chairman and Interim Chief Executive officer, Chief Financial Officer and Secretary, in exchange for services and valued at $1,875,000 representing a 25% discount to the closing price of our common stock on the date of issuance due to the restriction and thinly traded nature of our common stock. The Company recorded expense of $558,516 and prepaid expense of $1,316,484 as of December 31, 2014. As a result of this issuance, Mr. Hart held 55.5% of the issued and outstanding common stock of the Company, or 833,333 of a total of 1,502,477 shares outstanding on a post-split basis.
For related party transactions that do not exceed $120,000 please see “Note H - Related Party Transactions” in the notes to the financial statements included in this Form 10-K.
Review, Approval or Ratification of Transactions with Related Persons
Our unwritten policy with regard to transactions with related persons is that all material transactions are to be reviewed by the entire Board for any possible conflicts of interest. In the event of a potential conflict of interest, the Board will generally evaluate the transaction in terms of the following standards: (i) the benefits to us; (ii) the impact on a director’s independence in the event the related person is a director, an immediate family member of a director or an entity in which a director is a partner, shareholder or executive officer; (iii) the availability of other sources for comparable products or services; (iv) the terms and conditions of the transaction; and (v) the terms available to unrelated parties or the employees generally. The Board will then document its findings and conclusion in written minutes.
Director Independence
Please refer to “Director Independence” under the section titled “CORPORATE GOVERNANCE” in “ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.”
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
INDEPENDENT PUBLIC ACCOUNTANTS
Bedinger & Company currently serves as our independent registered public accounting firm to audit our financial statements for the fiscal year ended December 31, 2014 and 2013. To the knowledge of management, neither such firm nor any of its members has any direct or material indirect financial interest in us or any connection with us in any capacity otherwise than as independent accountants.
Our Board, in its discretion, may direct the appointment of different public accountants at any time during the year, if the Board believes that a change would be in the best interests of the stockholders. The Board has considered the audit fees, audit-related fees, tax fees and other fees paid to our auditors, as disclosed below, and has determined that the payment of such fees is compatible with maintaining the independence of the accountants.
Audit Fees
The aggregate fees billed by Bedinger & Company for professional services rendered for the audit of our annual financial statements for 2014 and 2013 and the reviews of the financial statements included in our Forms 10-Q or services normally provided by the accountant in connection with statutory and regulatory filings for those fiscal years were $25,969 and $17,500, respectively.
Tax Fees
The Company did not pay an outside accountant to prepare tax returns for the year ended December 31, 2014 or 2013. The Company prepares their tax returns internally.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as a part of this Form 10-K:
1. Financial Statements
The following financial statements are included in Part II, Item 8 of this Form 10-K:
| · | Report of Independent Registered Public Accounting Firm |
| | |
| · | Balance Sheets as of December 31, 2014 and 2013 |
| | |
| · | Statements of Operations for the years ended December 31, 2014 and 2013 |
| | |
| · | Statements of Stockholders’ Deficit For the Years Ended December 31, 2014 and 2013 |
| | |
| · | Statements of Cash Flows for the years ended December 31, 2014 and 2013 |
| | |
| · | Notes to Financial Statements |
2. Exhibits
The exhibits listed in the Exhibit Index, which appears immediately following the signature page, are incorporated herein by reference, and are filed as part of this Form 10-K.
3. Financial Statement Schedules
Financial statement schedules are omitted because they are not required or are not applicable, or the required information is provided in the financial statements or notes described in Item 15(a)(1) above.
SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Multimedia Platforms, Inc. (Registrant) | |
| | | |
March 31, 2015 | By: | /s/ Timothy S. Hart | |
| | Timothy S. Hart | |
| | Interim Chief Executive Officer, President, Treasurer and Director | |
| | (Principal Executive Officer and Principle Financial Officer) | |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in capacities and on the dates indicated.
Signature | | Title | | Date |
| | | | |
/s/ Timothy S. Hart | | Interim Chief Executive Officer, President, Treasurer and Director | | March 31, 2015 |
Timothy S. Hart | | and Director (Principal Executive Officer and Principle Financial Officer) | | |
Exhibit Index
Exhibit No. | | Description of Exhibit |
| | |
3.1 | | Articles of Incorporation (Incorporated by reference to our registration statement on Form SB-2, file number 333-148732, filed on January 17, 2008). |
| | |
3.2 | | By Laws. (Incorporated by reference to our registration statement on Form SB-2, file number 333-148732, filed on January 17, 2008). |
| | |
3.3 | | Certificate of Amendment to the Articles of Incorporation changing name from Sports Media Entertainment Corp. to Multimedia Platforms, Inc. (Incorporated by reference from exhibit 3.2 to the Form 8-K filed on January 23, 2015). |
| | |
3.4 | | Certificate of Change to the Articles of Incorporation relating to the authorized shares of common stock and the one-for-thirty reverse stock split (Incorporated by reference from exhibit 3.1 to the Form 8-K filed on January 23, 2015). |
| | |
3.5 | | Certificate of Designation of Series A Convertible Preferred Stock as filed with the Nevada Secretary of State, effective January 19, 2015 (Incorporated by reference from Exhibit 3.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 23, 2015). |
| | |
3.6 | | Certificate of Designation of Series B Convertible Preferred Stock as filed with the Nevada Secretary of State, effective January 19, 2015 (Incorporated by reference from Exhibit 3.4 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 23, 2015). |
| | |
10.1 | | Restricted Stock Award between Explore Anywhere Holding Corp. and Bryan Hammond (Incorporated by reference from Exhibit 10.1 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 12, 2013). |
| | |
10.2 | | Employment Agreement dated March 21, 2013 between Explore Anywhere Holding Corp. and Bryan Hammond (Incorporated by reference from Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 25, 2013). |
| | |
10.3 | | Employment Agreement dated March 21, 2013 between Explore Anywhere Holding Corp. and Justin Frere (Incorporated by reference from Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 25, 2013). |
| | |
10.4 | | Share Exchange Agreement dated December 19, 2014 between Sports Media Entertainment Corp., Multimedia Platforms, LLC ("MMP"), all the members of MMP, Harrison Holdings, LLC and Amalfi Coast Capital (Incorporated by reference from Exhibit 1.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 23, 2015). |
| | |
31.1* | | Certification of Principal Executive Officer and Principle Financial Officer Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| | |
32.1* | | Certification of Principal Executive Officer Principle Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
____________________
*Filed herewith
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