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 APRIL 30, 2010
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.
(Exact name of registrant as specified in its charter)
| |
Nevada | 75-3265854 |
(state or other jurisdict ion of incorporation or organization) | (I.R.S. Employer I.D. No.) |
455 Route 306, Suite M#2922 Monsey, New York 10952
(Address of principal executive offices)
(206) 426-5044
Issuer’s telephone number
Indicate by check mark whether the registrant (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 require to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
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 definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company þ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes þ No o
APPLICABLE ONLY TO CORPORATE ISSUERS
As of June 18, 2010 the registrant had 50,166,000 shares of common stock outstanding.
![[affinity10q001.jpg]](https://capedge.com/proxy/10-Q/0001478446-10-000186/affinity10q001.jpg)
Table of Contents
2
FINANCIAL STATEMENTS
Affinity Mediaworks Corp.
(Formerly Green Bikes Rental Corporation)
April 30, 2010
;
3
Affinity Mediaworks Corp.
(formerly Green Bikes Rental Corporation)
(A Development Stage Company)
Balance Sheet
As of April 30, 2010 and January 31, 2010
(unaudited)
| | |
| April 30, 2010 | J anuary 31, 2010 |
ASSETS | | |
| | |
Current Assets | | |
| | |
Cash | $ 0 | $ 1,049 |
| | |
Total Assets | $ 0 | $ & nbsp; 1,049 |
| | |
| | |
LIABILITIES AND STOCKHOLDERS’ DEFICIT | | |
| | |
Current Liabilities | | |
| | |
Accounts payable | $ 95,777 | $ 65,937 |
Due to related parties | 3,405 | 3,405 |
| 99,182 | 69,342 |
| | |
Stockholders’ 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 | 64,923 | 63,372 |
| | |
Deficit accumulated during the development stage | (164,607) | (132,167) |
| | |
Total Stockholders’ Deficit | (99,182) | (68,293) |
| | |
Total Liabilities and Stockholders’ Deficit | $ 0 | $ 1,049 |
See 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 Months Ended April 30, 2010 and 2009 and from
December 17, 2007 (Inception) Through April 30, 2010
(unaudited)
| | | |
| For the Three Months Ended | For the Three Months Ended | December 17, 2007 (inception) through |
| April 30, 2010 | April 30, 2009 | April 30, 2010 |
Operating Expenses | | | |
| | | |
Consulting services | $ 750 | $ 750 | $ 7,000 |
General and administrative | - | 584 | 13,041 |
Rent | 750 | 750 | 7,000 |
Legal and accounting | 940 | 9,202 | 46,082 |
Interest Expense | - | 68 | 544 |
Management Fees | 30,000 | - | 80,000 |
| | | |
Total Expenses | 32,440 | 11,354 | 153,667 |
| | | |
Net Loss | $ (32,440) | $ (11,354) | $ (153,667) |
| | | |
| | | |
Net Loss Per Common Share – Basic and Diluted | $ (0.00) | $ (0.00) | $ (0.00) |
| | | |
| | | |
Weighted Average Number of Common Shares Outstanding | 50,166,000 | 50,166,000 | |
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 the Three Months Ended April 30, 2010 and 2009 and from
December 17, 2007 (Inception) Through April 30, 20 10
(unaudited)
| | | |
| For the Three Months Ended | For the Three Months Ended | December 17, 2007 (inception) through |
| April 30, 2010 | April 30, 2009 | April 30, 2010 |
| $ | $ | $ |
Operating Activities | | | |
| | | |
Net loss | (32,440) | (11,354) | (153,667) |
| | | |
Adjustments to reconcile net loss to net cash used in operating activities: | | | |
| | | |
Donated Capital consulting services and rent expense | 1,551 | 1,551 | 14,051 |
Imputed interest on shareholder advance | - | 68 | 544 |
| | | |
Changes in operating assets and liabilities | | (4,126) | |
| | | |
Increase (Decrease) in accounts payable | 29,840 | | 84,837 |
| | | |
Net Cash (Used in) Operating Activities | (1,049) | (13,912) | (54,235) |
| | | |
Financing Activities | | | |
| | | |
Proceeds from the sale of common stock | - | - | 50,830 |
Advance from related party | - | - | 3,405 |
| | | |
Net Cash Provided by Financing Activities | - | - | 54,235 |
| | | |
Increase (decrease) in Cash | (1,049) | (13,912) | - |
| | | |
Cash – Beginning of Period | 1,049 | (16,135) | - |
| | | |
Cash – End of Period | - | 2,223 | - |
| | | |
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 April 30, 2010
(unaudited)
| | | | | | | | | | |
| | | | Additional | | | | |
| Common Stock | | | Paid-in | | Accumulated | | |
| Shares | | Amount | | | Capital | | Deficit | | Total |
Balances at December 17, 2007 | - | | $ - | &n bsp; | | $ - | | $ – | | $ - |
Issuance of founder’s shares | 100,000,000 | | 1,000 | | | (1,000) | | – | | - |
Donated services | - | | - | | | 500 | | – | | 500 |
Net loss | – | | - | | | - | | (905) | | (905) |
Balances at January 31, 2008 | 100,000,000 | | $ 1,0 00 | | | $ (500) | | $ (905) | | $ (405) |
Issuance of founder’s shares | 10,155,000 | | 102 | | | 50,825 | | – | | 50,830 |
Donated services | - | | - | | | 6,000 | | – | | 6,000 |
Imputed interest in shareholder advances | - | | - | | | 272 | | | | 272 |
Shares returned | (60,000,000) | | (600) | | | 60 | | – | | - |
Net loss | – | | - | | | - | | (48,093) | | (48,093) |
Balances at January 31, 2009 | 50,166,000 | | $ 502 | | | $ 57,100 | | $ (48,998) | | $ 8,604 |
Donated services | -&nb sp; | | - | | | 6,000 | | – | | 6,000 |
Imputed interest in shareholder advances | - | | - | | | 272 | | - | | 272 |
Net loss | – | | - | | | - | | (83,169) | | (83,169) |
Balances at January 31, 2010 | 50,166,000 | | $ 502 | | | $ 63,372 | | $ (132,167) | | $ (68,293) |
Donated services | - | | - | | | 1,551 | | – | | 1,551 |
| | | | | | | | | | |
Net loss | – | | - | | | - | | (32,440) | | (32,440) |
Balances at April 30, 2010 | 50,166,000 | | $ 502 | | | $ 64,923 | | $ (164,607) | | $ (99,182) |
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 s tatements 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 inc eption, the Company has accumulated losses aggregating to $164,607 and has insufficient working capital to meet operating needs for the next twelve months as of April 30, 2010, all of which raise substantial doubt about Affinity’s ability to continue as a going concern.
NOTE 3 - RELATED PARTY TRANSACTIONS
During the three months ended April 30, 2010 the Company recognized a total of $1,551 for donated services provided by the President and Director of the Company.
NOTE 4 - COMMON STOCK
The Company 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 was 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. The accompanying financial statements and related notes have been adjusted accordingly to reflect this forward stock split.
F-5
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 twelv e 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. As of April 30, 2010 we had cash of $nil. Our current cash holdings will not satisfy our liquidity requirements and we will require additional financing to pursue our planned business activities.
We intend to become involved in the development, finance, sales, acquisition, distribution and marketing of high quality intellectual property devoted for the entertainment and leisure markets, through films under budgets from $4 to $8 million. We believe that our product line will represent a timely opportunity with the potential for fast acceptance in the international marketplace.
We are also finalizing its plan to vertically integrate in all aspects of the industry, i ncluding pre and post production services. These ancillary services are priced at a level where we can become a key provider of solutions to the independent and small film sector. The services that we will offer will help provide a monthly revenue stream that will create an independent profit center within our organization and provide supplemental cash flow to us while our major film projects are being shot and carried to market.
To date we have entered into an agreement with Insight Film Studios/Odyssey Film Studios to Produce 12 feature films over the next year. Insight/Odyssey is considered by many industry insiders as the largest independent film production company in Canada and one of the largest in the world.
In addition, we have entered into an agreement with Briton Ventures of the United Kingdom to produce 12 pictures with a budget cap of $10 million USD per project. Briton Ventures will provide up to 50% of the budgets and we will provide the other 50% funding through bankable tax credits and distribution contracts .
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.
4
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 for the three months ended April 30, 2010 compared to the three months ended April 30, 2009 and from December 17, 2007 (Date of Inception) to April 30, 2010.
Lack of Revenues
We are a development stage company with limited operations since our inception on December 17, 2007 to April 30, 2010. We have not generated any revenues. As of April 30, 2010, we have an accumulated d eficit of $164,607. A t this time, our ability to generate any significant revenues continues to be uncertain. Our financial statements contain an additional explanatory paragraph in Note 2, which identifies issues that raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustment that might result from the outcome of this uncertainty.
Net Loss
We incurred a net loss of $32,440 for the three months ended April 30, 2010, compared to a net loss of $11,354 for the same period in 2009. From inception on December 17, 2007 to April 30, 2010, we have incurred a net loss of $153,667. Our basic and diluted loss per share was $0.00 for the three months ended April 30, 2010, and $0.00 for the same period in 2009.
Expenses
Our total operating expenses increased from $11,354 to $32,440 for the three months ended Ap ril 30, 2010 compared to the same period in 2009. This increase in expenses is mostly due to higher management fees. Since our inception on December 17, 2007 to April 30, 2010, we have incurred total operating expenses of $153,67.
Our consulting fees remained unchanged at $750 for the three months ended April 30, 2010 compared to the same period in 2009. Since our inception on December 17, 2007 until April 30, 2010 we have spent $7,000 on consulting fees.
Our rent expense remained unchanged at $750 for the three months ended April 30, 2010 compared to the same period in 2009. Since our inception on December 17, 2007 until April 30, 2010 we have spent $7,000 on rent.
Our management fees increased from $nil to $30,000 for the three months ended April 30, 2010 compared to the same period in 2009. This increase in expenses is due to the fact that we resumed paying fees to our management. Since our inception on December 17, 2007 until April 30, 2010 we have spent $80,000 on management fees
Our general and administrative expenses consist of bank charges, travel, meals and entertainment, office maintenance, communication expenses (internet, fax, and telephone), courier, postage costs, office supplies. Our general and administrative expenses decreased $584 from $584 to $nil for the three months ended April 30, 2010 compared to the same period in 2009. Since our inception on December 17, 2007 until April 30, 2010 we have spent $13,041 on general and administrative expenses.
Our legal and accounting fees decreased by $8,262 to $940 for the three months ended April 30, 2010 from $9,202 for the same period in 2009, mainly due to decreased legal and auditing services provided in the three month periods ended April 30, 2010. Since our inception on December 17, 2007 until April 30, 2010 we have spent $46,082 on legal and accounting expenses.
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is materi al to stockholders.
Inflation
The amounts presented in the financial statements do not provide for the effect of inflation on our operations or financial position. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Excha nge Act of 1934 and are not required to provide the information under this item.
5
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 flo ws 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 April 30, 2010 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.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
Not applicable.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
7
Item 5. Other Information.
None.
Item 6. Exhibits
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | |
| | Affinity Mediaworks Corp. |
| | |
Date: ;June 21, 2010 | | By: /s/ Scott Cramer |
| | Scott Cramer |
| | President, Chief Executive Officer, Chief Financial Officer , Principal Accounting Officer, Secretary, Treasurer and Director |
8
