UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| |
[X] | QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| FOR THE QUARTERLY PERIOD ENDED JULY 31, 2009 |
| |
OR | |
| |
[ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number 333-150548
AFFINITY MEDIAWORKS CORP.
(formerly GREEN BIKES RENTAL CORPORATION )
(Exact name of registrant as specified in its charter))
| | |
| | |
Nevada | 7350 | 75-3265854 |
(State or other jurisdiction of organization) | (Primary Standard Industrial Classification Code) | (IRS Employer Identification #) |
455 Route 306 Suite M#2922
Monsey, New York 10952
(604) 716-1675
(Address, including zip code, and telephone number,
including area code, of registrants principal executive offices)
Business Filings Incorporated
6100 Neil Road, Suite 500
Reno, Nevada 89511
(608) 827-5300
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days.
YES [X] NO [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer, “accelerated filer,” “non-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]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [X] NO [ ]
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 50,166,000 as of September 14, 2009
FINANCIAL STATEMENTS
Affinity Mediaworks Corp.
(Formerly Green Bikes Rental Corporation)
July 31, 2009
Index
Balance Sheets (Unaudited) F- 1
Statements of Operations (Unaudited) F-2
Statements of Cash Flows (Unaudited) F-3
Statement of Changes in Stockholders’ Deficit (Unaudited) F-4
Notes to the Unaudited Financial Statements F-5 – F-7
Affinity Mediaworks Corp.
(formerly Green Bikes Rental Corporation)
(A Development Stage Company)
Balance Sheets
As of July 31 and January 31, 2009
(unaudited)
| | |
| July 31, 2009 | January 31, 2009 |
| |
|
ASSETS | |
|
| | |
Current Assets |
|
|
| | |
Cash | $ 1,155 | $ 16,135 |
|
| |
Total Assets | $ 1,155 | $ 16,135 |
|
| |
| | |
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFECIT) |
| |
| | |
Current Liabilities |
| |
| | |
Accounts payable | $ - - | $ 4,126 |
Due to related parties | 3,405 | 3,405 |
| 3,405 | 7,531 |
| | |
Stockholders’ Equity (Deficit) |
| |
| | |
Preferred stock, 75,000,000 shares authorized, $.00001 par value, none issued and outstanding | - | - |
| | |
Common stock, 75,000,000 shares authorized, $.00001 par value, 50,166,000 shares issued and outstanding | 502 | 502 |
| | |
Additional paid-in capital | 60,236 | 57,100 |
| | |
Deficit accumulated during the development stage | (62,988) | (48,998) |
| | |
Total Stockholders’ Equity (Deficit) | (2,250) | 8,604 |
| | |
Total Liabilities and Stockholders’ Equity (Deficit) | $ 1,155 | $ 16,135 |
the accompanying summary of accounting policies and notes to the financial statements
F-1
Affinity Mediaworks Corp.
(formerly Green Bikes Rental Corporation)
(A Development Stage Company)
Statements of Operations
For the Three and Six Months Ended July 31, 2009 and 2008 and from
December 17, 2007 (Inception) Through July 31, 2009
(unaudited)
| | | | | |
| For the Three Months Ended | For the Six Months Ended | December 17, 2007 ((inception) through |
| July 31, 2009 | July 31, 2008 | July 31, 2009 | July 31, 2008 | July 31, 2009 |
| |
|
|
|
|
Operating Expenses | |
|
|
|
|
| |
|
|
|
|
Consulting services | $ 750 | $ 750 | $ 1,500 | $ 1,500 | $ 4,750 |
General and administrative | 268 | 5,128 | 852 | 5,128 | 9,992 |
Rent | 750 | 750 | 1,500 | 1,500 | 4,750 |
Legal and accounting | 800 | - | 10,002 | 6,536 | 43,088 |
Interest Expense | 68 | 68 | 136 | 136 | 408 |
| | | | | |
Total Expenses | 2,636 | 6,677 | 13,990 | 14,800 | 62,988 |
| | | | | |
Net Loss | $ (2,636) | $ (6,677) | $ (13,990) | $ (14,800) | $ (62,988) |
| | | | | |
| | | | | |
Net Loss Per Common Share – Basic and Diluted | $ (0.00) | $ (0.00) | $ (0.00) | $ (0.00) | $ (0.00) |
| | | | | |
| | | | | |
Weighted Average Number of Common Shares Outstanding | 50,166,00 | 5,258,034 | 50,166,00 | 5,130,435 | |
See the accompanying summary of accounting policies and notes to the financial statements
F-2
Affinity Mediaworks Corp.
(formerly Green Bikes Rental Corporation)
(A Development Stage Company)
Statements of Cash Flows
For Six Months Ended July 31, 2009 and 2008 from
December 17, 2007 (Inception) Through July 31, 2009
(unaudited)
| | | |
| For the Six Months Ended | For the Six Months Ended | December 17, 2007 (inception) through |
| July 31, 2009 | July 31, 2008 | July 31, 2009 |
| | | |
| | | |
| | | |
Operating Activities | | | |
| | | |
Net loss | $ (13,990) | $ (14,800) | $ (62,988) |
| | | |
Adjustments to reconcile net loss to net cash used in operating activities: | | | |
| | | |
Donated Capital consulting services and rent expense | 3,000 | 3,000 | 9,500 |
Imputed interest on shareholder advance | 136 | 136 | 408 |
| | | |
Changes in operating assets and liabilities | | | |
| | | |
Decrease in accounts payable | (4,126) | - | - |
| | | |
Net Cash Provided by (Used in) Operating Activities | (14,980) | (11,644) | (53,080) |
| | | |
Financing Activities | | | |
| | | |
Proceeds from the sale of common stock | - | 50,830 | 50,830 |
Advance from related party | - | - | 3,405 |
| | | |
Net Cash Provided by Financing Activities | - | 50,830 | 54,235 |
| | | |
Increase (decrease) in Cash | (14,980) | 39,166 | 1,155 |
| | | |
Cash – Beginning of Period | 16,135 | 3,000 | – |
| | | |
Cash – End of Period | $ 1,155 | $ 42,166 | $ 1,155 |
| | | |
Supplemental Disclosures: | | | |
| | | |
Interest paid | – | | – |
Income taxes paid | – | | – |
| |
|
|
See the accompanying summary of accounting policies and notes to the financial statements
F-3
Affinity Mediaworks Corp.
(formerly Green Bikes Rental Corporation)
(A Development Stage Company)
Statement of Changes in Stockholders’ Deficit
For the Period from December 17, 2007 (Inception)
Through July 31, 2009
(unaudited)
| | | | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | Additional | | | | |
| Common Stock | | | Paid-in | | Accumulated | | |
| Shares | | Amount | | | Capital | | Deficit | | Total |
| | | | | | | | | | |
Balances at December 17, 2007 | - | | $ - | | | $ - |
| $ – |
| $ - |
Issuance of founder’s shares | 100,000,00 | | 1,000 | | | (1,000) |
| – |
| - |
Donated services | - | | - | | | 500 |
| – |
| 500 |
Net loss | – | | - | | | - |
| (905) |
| (905) |
Balances at January 31, 2008 | 100,000,00 | | 1,000 | | | (500) |
| (905) |
| (405) |
Issuance of founder’s shares | 10,166,000 | | 102 | | | 50,728 |
| – |
| 50,830 |
Donated services | - | | - | | | 6,000 |
| – |
| 6,000 |
Imputed interest in shareholder advances | - | | - | | | 272 |
|
|
| 272 |
Shares returned | (60,000,000) | | (60) | | | 60 |
| – |
| - |
Net loss | – | | - | | | - |
| (48,093) |
| (48,093) |
Balances at January 31, 2009 | 50,166,000 | | 502 | | | 57,100 |
| (48,998) |
| 8,604 |
Donated services | - | | - | | | 3,000 |
| – |
| 3,000 |
Imputed interest in shareholder advances | - | | - | | | 136 |
| - |
| 136 |
Net loss | – | | - | | | - |
| (13,990) |
| (13,990) |
Balances at July 31, 2009 | 50,166,000 | | $ 502 | | | $ 60,236 |
| $ (62,988) |
| $ (2,250) |
See the accompanying summary of accounting policies and notes to the financial statements
F-4
Affinity Mediaworks Corp.
(formerly Green Bikes Rental Corporation)
(A Development Stage Company)
Notes to the Financial Statements
(unaudited)
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of Affinity Mediaworks Corp have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with Affinity’s audited 2009 annual financial statements and notes thereto filed with the SEC on form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the result of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements, which would substantially duplicate the disclosure required in Affinity’s 2009 annual financial statements have been omitted.
NOTE 2 - GOING CONCERN
Affinity's financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business for the foreseeable future. Since inception, the Company has accumulated losses aggregating to $62,988 and has insufficient working capital to meet operating needs for the next twelve months as of July 31, 2009, all of which raise substantial doubt about Affinity’s ability to continue as a going concern.
NOTE 3 - RELATED PARTY TRANSACTIONS
During the six month period ended July 31, 2009 the Company recognized a total of $3,000 for donated services provided by the President and Director of the Company. These transactions are recorded as a contribution to additional paid in capital.
Imputed interest on due to related parties in the amount of $136 is included as an increase to additional paid in capital
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
This section of the report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.
Plan of Operation
We are a start-up corporation and have not yet generated or realized any revenues from our business operations.
Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin our operations. In May 2008 we raised $50,830 in our public offering of common stock. It should last 12 months.
In November 2008 we completed our marketing research in Kyiv, Ukraine. Our marketing research showed that in Kyiv roads are not designed to have bicycle traffic and infrastructure of the city is insufficient for bicycle use. City has constant traffic jams including motorways, highways and main arteries. Roads don’t have bicycle lanes and are in poor condition throughout the city. It is very dangerous for cyclers to be on the road. In addition research shows that winter in Ukraine is long. Usually snow is on the ground from November to March and average temperature is below 0. That makes these months impossible for bicycle use. Also, our attempts to find potential vendors in Kyiv who would share cost with us in building bicycle docking stations were unsuccessful.
Based on our marketing research we came to a conclusion that it would be uneconomical for us to proceed with original plan We came to a decision that the company should save the costs and look for another project.
Limited operating history; need for additional capital
There is no historical financial information about us upon which to base an evaluation of our performance. We are in development stage operations and have not yet generated any revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns.
In addition to this offering, we are seeking equity financing in order to obtain the capital required to implement our business plan.
We have no assurance that future financing will be available to us on acceptable terms. If financing is not available to us on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to our existing shareholders.
Results of operations
From Inception on December 17, 2007 to April 30, 2009
During this period we incorporated the company, hired an attorney, and hired an auditor. We also prepared an internal business plan. Our loss since inception is $62,988 of which $ 43,088 is for legal and accounting fees, $4,750 is for rent, $4,750 is for consulting services, and $10,400 is for filing fees and general office expenses.
Since inception, Affinity issued 100,000,000 shares of common stock (founder's shares) on December
17, 2007 to the President and Director of the Company. In addition, 10,166,000 shares of common stock issued to the public on May 15, 2008 for $50,830.
On January 31, 2009, 60,000,000 shares of the Company's common stock were returned and subsequently cancelled by the Company. The shares were returned for no consideration to the shareholder.
On January 30, 2009, the Company declared a 20-for-1 forward stock split on its issued and outstanding common stock to the holders of record on that date.
Liquidity and capital resources
Money that we raised in our public offering will be applied to the items set forth in the Use of Proceeds section of our prospectus. If we are unable to successfully attract customers to utilize our bicycle rental services, we may use up the proceeds from this offering and will need to find alternative sources, like a second public offering, a private placement of securities, or loans from our officers or others in order for us to continue our operations. At present, we have not made any arrangements to raise additional capital, other than through this offering.
Since inception, we have issued shares of our common stock and received $50,830.
We issued 100,000,000 shares of common stock to our sole officer and director pursuant to the exemption from registration contained in Regulation S of the Securities Act of 1993. This was accounted for as an issuance of founder’s shares. Ms. Nesterchuk covered our initial expenses of $3,405 for incorporation, accounting and legal fees. The amount owed to Ms. Nesterchuk is non-interest bearing, unsecured and due on demand. Further the agreement with Ms. Nesterchuk is oral and there is no written document evidencing the agreement.
Since inception, the company sold 10,166,000 shares of common stock at a price of $0.1 per share for cash proceeds of $50,830.
On January 31, 2009, 60,000,000 shares of the Company's common stock were returned and subsequently cancelled by the Company. The shares were returned for no consideration to the shareholder.
On January 30, 2009, the Company declared a 20-for-1 forward stock split on its issued and outstanding common stock to the holders of record on that date.
As of July 31, 2009, our total assets were $1,155 and our total liabilities were $3,405.
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 4.
CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act (defined below)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act") is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.
Changes in Internal Control over Financial Reporting
In addition, our management with the participation of our Principal Executive Officer and Principal Financial Officer have determined that no change in our internal control over financial reporting occurred during or subsequent to the quarter ended January 31, 2009 that has materially affected, or is (as that term is defined in Rules 13(a)-15(f) and 15(d)-15(f) of the Securities Exchange Act of 1934) reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1A.
RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On May 9, 2008, the Securities and Exchange Commission declared our Form S-1 Registration Statement effective, file number 333-139986, permitting us to offer up to 2,000,000 shares of common stock at $0.10 per share. There is no underwriter involved in our public offering.
On May 30, 2008, we completed our public offering and raised $50,830 by selling 10,166,000 shares of common stock. Since then we have used the proceeds as follows:
| | | |
| Accounting and Legal Expense | $ | 43,088 |
| | | |
| | | |
| | | |
| | | |
| General & Administrative | | 6,587 |
| Bank balance as of July 31, 2009 | | 1,155 |
| Total: | $ | 50,830 |
ITEM 6.
EXHIBITS.
The following documents are included herein:
| |
Exhibit No. | Document Description |
| |
31.1 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
32.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities on this 14 day of September, 2009.
| | |
| AFFINITY MEDIAWORKS CORP. ( |
| (Registrant) |
| | |
| BY: | |
| | Yulia Nesterchuk |
| | President, Principal Executive Officer, Treasurer, Principal Financial Officer, Principal Accounting Officer and sole member of the Board of Directors. |
EXHIBIT INDEX
| |
Exhibit No. | Document Description |
| |
31.1 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
32.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002. |
