UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 17, 2012 VUMEE INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-53910 (Commission File Number) 35-2340897 (IRS Employer Identification No.) 50 East Sample, Suite 301, Pompano Beach, FL 33064 (Address of principal executive offices and Zip Code) 1-800-854-0654 (Registrant's telephone number, including area code) 9817 N. 95th Street #105, Scottsdale, AZ 85258 (Former Address of principal executive offices and Zip Code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) <PAGE> FORWARD-LOOKING STATEMENTS This current report on Form 8-K contains forward-looking statements. Forward-looking statements are projections in respect of future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. Forward-looking statements made in this Form 8-K include statements about: * our plans to identify and continue to grow our targeted celebrity audience that uses the VuMee platform to monetize their social networks products; * our belief that our major competitive advantage is that we are a mobile based push network platform, that enables celebrities to monetize their social networks, and there is no current competitor in the marketplace. * our marketing plan; * our plans to hire industry experts and expand our management team; * our beliefs regarding the future of our competitors; * our expectation that the demand for our products will eventually increase; and * our expectation that we will be able to raise capital when we need it. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors" and the risks set out below, any of which may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks include, by way of example and not in limitation: * general economic and business conditions; * our ability to identify desired celebrities and negotiate their acquisition or licensing; * volatility in prices for our products; * risks inherent in the social media industry; * competition for, among other things, capital and skilled personnel; and * other factors discussed under the section entitled "Risk Factors". These risks may cause our company's or our industry's actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or performance. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results. As used in this current report on Form 8-K and unless otherwise indicated, the terms "we", "us" and "our" refer to VuMee Inc. Unless otherwise specified, all dollar amounts are expressed in United States dollars. ITEM 2.01 COMPLETION OF ACQUISITION OF DISPOSITION OF ASSETS ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS On May 7, 2012 we entered into a share exchange agreement with Data Pangea LLC, Florida limited liability company, doing business as VuMee, that allows people with social networks ("Celebrities") the ability to generate revenue by 2 <PAGE> uploading non-exclusive and exclusive content to YouTube, Facebook and Twitter. The ability for the Celebrities to share in the advertising revenues results in revenue for the Celebrities. The VuMee platform allows Celebrities to grow their brand organically and by way of the cross-pollinization of VuMee's cumulative celebrity fan base. The following is a brief description of the terms and conditions of the share exchange agreement that are material to us: 1. No material adverse change will occur with the business or assets of our company or Data Pangea since the effective date of the share exchange agreement; 2. Our company and Data Pangea will be reasonably satisfied with their respective due diligence investigation of each other; 3. Upon closing of the share exchange, current Data Pangea members will be issued 30,001,000 shares of our company in exchange for their interests in Data Pangea. 4. Upon closing our current director will appoint certain officers from Data Pangea as officers of our company, and we will accept the resignation of Rhoda Rizkalla as an officer of our company, and Data / Pangea will acquire/cancel certain currently issued and outstanding shares held by Ms. Rizkalla. On May 17, 2012 we closed the share exchange agreement with Data Pangea and acquired the business of VuMee in exchange for 30,001,000 shares of our common stock. Concurrently, our former director and officer, Rhoda Rizkalla cancelled 30,000,000 previously held in her name. FORM 10 INFORMATION DISCLOSURE As disclosed elsewhere in this report, on May 17, 2012, we acquired Data Pangea LLC which operates a social network marketing business under the name of VuMee. Accordingly, we are providing below the information that would be included in a Form 10 if we were to file a Form 10. Please note that the information provided below relates to the combined enterprises after the acquisition of Data Pangea LLC except that information relating to periods prior to the date of the acquisition of Data Pangea LLC only relate to VuMee Inc. (formerly Paperworks Inc.), unless otherwise specifically indicated. BUSINESS OUR CURRENT BUSINESS As noted above, we have closed the acquisition of the all of the issued and outstanding membership interests of Data Pangea, LLC. The consideration for the acquisition of the membership interests of Data Pangea, LLC has been paid by the issuance of 30,001,000 restricted shares of our common stock to the Data Pangea, LLC members. The Transaction is subject to completion of a definitive agreement. Data Pangea, doing business as VuMee, allows people with social networks ("Celebrities") the ability to generate revenue by doing that which they are already doing, uploading non-exclusive and exclusive content to YouTube, Facebook and Twitter. The ability for the Celebrities to share in the advertising revenues results in revenue for the Celebrities. The VuMee platform allows Celebrities to grow their brand organically and by way of the cross-pollinization of VuMee's cumulative celebrity fan base. VuMee has developed its business model through a unique technology that harnesses the global power of existing social networks, by providing a way to monetize Celebrities' friends and fans. The VuMee core product is the ability for anyone or any brand with a fan base, to upload video via the VuMee App on their mobile device or PC, and seamlessly share that content with their fan base thereby 3 <PAGE> providing targeted demographics to advertisers. The VuMee technology (cross-pollinization) allows for any celebrity to reach the cumulative fan base of VuMee. Content providers consist of anyone (celebrities, athletes, artists, politicians, motivational speakers, religious leaders, etc.), with an already existing social network or fan base seeking additional revenue opportunities. By targeting the social demographic of Celebrities, VuMee can offer advertisers highly profiled demographics. The revenue to VuMee is dependent on the amount of the sponsored ad campaign and will vary per campaign and per celebrity. VuMee constantly collects consumer data based on viewership. This data engine becomes a powerful and targeted research tool which allows advertisers more effective and efficient targeting opportunities which drives higher product spending, brand loyalty, propensity to recommend, brand affinity and earned media value per fan. PRINCIPAL PRODUCT - THE VUMEE PLATFORM VuMee allows Celebrities the ability to generate revenue by simply uploading video content to their social networks. VuMee is the first company to monetize a fully functional celebrity mobile push network. VuMee has developed an automated mobile video content push distribution network for distributing video content with paid advertising over mobile networks. VuMee's proprietary business model harnesses the global power of existing social networks, by providing a way to monetize Celebrities' friends and fans. VuMee provides the ability for anyone or any brand with a fan base, to upload video via the VuMee App on their mobile device or PC, and seamlessly share that content with their fan base. VuMee's proprietary business methodology and software provides the method of coupling paid advertising with video content which allows the Celebrity to generate revenue through the VuMee platform. Content providers consist of anyone (celebrities, athletes, artists, politicians, motivational speakers, religious leaders, etc.), with an existing social network fan base. VuMee, has contracted with over 150 celebrity content providers with a total fan base of over 150 million. By targeting the social composition of the Celebrities' fan base, VuMee can offer advertisers highly specific demographics. VuMee allows brands and companies to be affiliated with specific celebrities but not have a "direct endorsement" of those celebrities. The VuMee revenue stream is advertising based and consists of two verticals. In both verticals, VuMee receives advertising dollars from brands and companies, and a portion of those advertising dollars are reserved for the celebrity campaigns and the remaining dollars are revenue to VuMee. A. NON-BRANDED CAMPAIGN. In a non-branded campaign, the Celebrity uploads content through the VuMee platform and the content is coupled with an ad and pushed back to the Celebrity and their fans via their social networks. The advertising dollars associated with the non-branded campaigns are put into a pool. The Celebrity receives their proportionate percentage of the pool, based on the Celebrity's percentage of overall views on the Site for each 30 day period. By way of example, if the Celebrity uploaded content receives 10% of the total views on the Site in a month, the Celebrity will receive 10% of the pool. B. BRANDED CAMPAIGN. In a branded campaign, the advertiser sponsors a specific celebrity, via skinning their channel and/or content. The revenue to VuMee is dependent on the amount of the sponsored ad campaign, and will vary per campaign and per celebrity. TECHNOLOGY VuMee has a proprietary mobile I Phone app and android app available for free download by celebrities and fans. The VuMee app allows the user to record and share videos with their friends and fans. The proprietary VuMee technology attaches a pre-roll ad to the uploaded content and then pushes the video content back out to the celebrity's mobile device and the celebrity's fanbase. The VuMee 4 <PAGE> app, in an automated system, copyrights all Celebrity content to the Celebrity's channel. This platform allows the Celebrity to maintain ownership and control over all of their uploaded content. MARKETING (1) CELEBRITY DEVELOPMENT: VuMee has created, and will continue to grow their targeted celebrity audience that uses the VuMee platform to monetize their social networks. The pool of celebrity content providers allows brands and companies to be affiliated with specific celebrities but not have a "direct endorsement" of those celebrities, which has an intrinsic value. (2) ADVERTISING: VuMee is able to target the social demographics of the celebrity content provider pool that VuMee has and continues to grow, and as a result can offer advertisers highly specific demographics. VuMee receives and stores data and information passed from the individual end users who use the VuMee platform. This data engine becomes a powerful and targeted research tool which allows advertisers more effective and efficient targeting opportunities. These targeted opportunities drive higher product spending, brand loyalty, propensity to recommend, brand affinity and earned media value per fan. The VuMee platform also provides for cross-pollinization, which means that the advertiser will be able to reach the cumulative fan base of all of VuMee's content providers. Advertising Representatives will be responsible for creating, implementing and updating a targeted list of advertising agencies, Brands and Co- Brands to develop strong buyer relations with said groups. Through the marketing skills of the sales rep, he/she will secure and respond to RFP's and then follow with onsite presentations of our platform. PLANS FOR FUTURE PRODUCTS VuMee continues to make enhancements to its current platform, and the anticipated future improvements are as follows: A. Mobile App 2.0 will represent a new branding of VuMee, with a new look, new logo, additional features and user friendly functionality. B. Mobile App 3.0 - VuMee will continue to expand its platform through the enhancement of its Droid, Blackberry and iOS apps. C. Mobile App 4.0 - VuMee will continue to expand its platform through the enhancement of its IPAD App, Android tablets and Windows Phone. COMPETITION Monetizing the social content of celebrities is an evolving market. VuMee is the first company to monetize a fully functional automated mobile video content push distribution network. There is no direct competitor to VuMee. The only company that could be deemed similar to VuMee is WhoSay. However, there are significant distinctions between WhoSay and VuMee. WhoSay was created by CAA for the celebrity to be able to control their celebrity content that is disseminated via the web because of groups like TMZ.com that were publicizing everything and anything about celebrities. Members of Whosay do not get monetized. In addition, the celebrities of WhoSay are by" invite only" .". VuMee is an automated mobile push network system, whereby VuyMee's system provides pre-roll ads to all content uploaded via VuMee's app, and VuMee then "pushes" the content back to the celebrities mobile device and their social network. Whosay receives the video in the same aspect as YouTube and fans have to search for the content and the celebrities are not monetized through WhoSay. VuMee is mobile based with a PC experience whereas Whosay is PC based. 5 <PAGE> RESEARCH AND DEVELOPMENT EXPENDITURES We did not incur expenditures in research and development activities over the last two fiscal years. EMPLOYEES We currently have eight full time employees. We intend to hire additional staff and to engage consultants as necessary and as revenues allow. INTELLECTUAL PROPERTY On March 23, 2012 VuMee Acquisition, LLC and Data Pangea entered into an asset purchase agreement, whereby Data Pangea purchased all of the intangible assets of VuMee Acquisition, LLC which include the following: 1. USPTO Serial Number: 85-304,779: Mark: VUMEE 2. Provisional Patent Appl. No. 61/632,097 3. Serial number 85526877; Mark: Where Celebrities Play 4. Mobile Push Delivery System: Patent applied for Upon our acquisition of Data Pangea our company also took ownership of the above intellectual property assets. GOVERNMENT REGULATIONS We not aware of any government regulations that would have a material effect on our business. We are subject to a number of foreign and domestic laws and regulations that affect companies conducting business on the internet. In addition, laws and regulations relating to user privacy, freedom of expression, content, advertising, information security and intellectual property rights are being debated and considered for adoption by many countries throughout the world. We face risks from some of the proposed legislation that could be passed in the future. In the US, laws relating to the liability of providers of online services for activities of their users and other third parties are currently being tested by a number of claims, which include actions for libel, slander, invasion of privacy and other tort claims, unlawful activity, copyright and trademark infringement and other theories based on the nature and content of the materials searched, the ads posted or the content generated by users. Certain foreign jurisdictions are also testing the liability of providers of online services for activities of their users and other third parties. Any court ruling that imposes liability on providers of online services for activities of their users and other third parties could harm our business. A range of other laws and new interpretations of existing laws could have an impact on our business. For example, the Digital Millennium Copyright Act has provisions that limit, but do not necessarily eliminate, our liability for listing, linking or hosting third-party content that includes materials that infringe copyrights. The Child Online Protection Act and the Children's Online Privacy Protection Act restrict the distribution of materials considered harmful to children and impose additional restrictions on the ability of online services to collect information from children under 13. In the area of data protection, many states have passed laws requiring notification to users when there is a security breach for personal data, such as California's Information Practices Act. The costs of compliance with these laws may increase in the future as a result of changes in interpretation. Furthermore, any failure on our part to comply with these laws may subject us to significant liabilities. We also face risks due to government failure to preserve the internet's basic neutrality as to the services and sites that users can access through their broadband service providers. Such a failure to enforce network neutrality could 6 <PAGE> limit the internet's pace of innovation and the ability of large competitors, small businesses and entrepreneurs to develop and deliver new products, features and services, which could harm our business. We are also subject to federal, state and foreign laws regarding privacy and protection of user data. We post on our web site our privacy policies and practices concerning the use and disclosure of user data. ENVIRONMENTAL COMPLIANCE We are not aware of any material violations of environmental permits, licenses or approvals that have been issued with respect to our operations. We expect to comply with all applicable laws, rules and regulations relating to our business, and at this time, we do not anticipate incurring any material capital expenditures to comply with any environmental regulations or other requirements. While our intended projects and business activities do not currently violate any laws, any regulatory changes that impose additional restrictions or requirements on us or on our potential customers could adversely affect us by increasing our operating costs or decreasing demand for our products or services, which could have a material adverse effect on our results of operations. REPORTS TO SECURITY HOLDERS We are subject to the reporting and other requirements of the Exchange Act and we intend to furnish our shareholders with annual reports containing financial statements audited by our independent auditors and to make available quarterly reports containing unaudited financial statements for each of the first three quarters of each year. The public may read and copy any materials that we file with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that site is www.sec.gov. RISK FACTORS An investment in our common stock involves a number of very significant risks. You should carefully consider the following risks and uncertainties in addition to other information in this report in evaluating our company and its business before purchasing shares of our company's common stock. Our business, operating results and financial condition could be seriously harmed due to any of the following risks. You could lose all or part of your investment due to any of these risks. RISKS RELATED TO OUR COMPANY OUR INDEPENDENT AUDITORS HAVE EXPRESSED SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN. We have not generated any revenue from operations since our incorporation. We expect that our operating expenses will increase over the next 12 months as we ramp-up our business. We estimate our average monthly expenses over the next 12 months to be approximately $509,959, including direct costs, personnel and general and general operating expenses, including fees associated with being a public company. On May 24, 2012, we had cash and cash equivalents of approximately $120,000. We cannot assure you we will be able to generate revenues or be able to raise financing from traditional lending sources if necessary. If we cannot raise the money that we need in order to continue to operate our business, we will be forced to delay, scale back or eliminate some or all of our proposed operations. If any of these were to occur, there is a substantial risk that our business would fail. If we are unable to meet our debt service obligations and other financial obligations, we could be forced to restructure or refinance, seek additional equity capital or sell our assets. 7 <PAGE> WE MAY NEED TO RAISE ADDITIONAL FUNDS IN THE FUTURE WHICH MAY NOT BE AVAILABLE ON ACCEPTABLE TERMS OR AT ALL. We may consider issuing additional debt or equity securities in the future to fund potential acquisitions or investments, to refinance existing debt, or for general corporate purposes. If we issue equity or convertible debt securities to raise additional funds, our existing stockholders may experience dilution, and the new equity or debt securities may have rights, preferences and privileges senior to those of our existing stockholders. If we incur additional debt, it may increase our leverage relative to our earnings or to our equity capitalization, requiring us to pay additional interest expenses. We may not be able to market such issuances on favorable terms, or at all, in which case, we may not be able to develop or enhance our products, execute our business plan, take advantage of future opportunities, or respond to competitive pressures or unanticipated customer requirements. WE ARE AN EARLY-STAGE COMPANY WITH A LIMITED OPERATING HISTORY, WHICH MAY HINDER OUR ABILITY TO SUCCESSFULLY MEET OUR OBJECTIVES. We are an early-stage company with only a limited operating history upon which to base an evaluation of our current business and future prospects. As a result, the revenue and income potential of our business is unproven. In addition, because of our limited operating history, we have limited insight into trends that may emerge and affect our business. Errors may be made in predicting and reacting to relevant business trends and we will be subject to the risks, uncertainties and difficulties frequently encountered by early-stage companies in evolving markets. We may not be able to successfully address any or all of these risks and uncertainties. Failure to adequately do so could cause our business, results of operations and financial condition to suffer. IF WE ARE UNABLE TO SUCCESSFULLY RECRUIT AND RETAIN QUALIFIED PERSONNEL, WE MAY NOT BE ABLE TO CONTINUE OUR OPERATIONS. In order to successfully implement and manage our business plan, we will depend upon, among other things, successfully recruiting and retaining qualified personnel having experience in the social media industry. Competition for qualified individuals is intense. We may not be able to find, attract and retain qualified personnel on acceptable terms. If we are unable to find, attract and retain qualified personnel with technical expertise, our business operations could suffer. FUTURE GROWTH COULD STRAIN OUR RESOURCES, AND IF WE ARE UNABLE TO MANAGE OUR GROWTH, WE MAY NOT BE ABLE TO SUCCESSFULLY IMPLEMENT OUR BUSINESS PLAN. We hope to experience rapid growth in our operations, which will place a significant strain on our management, administrative, operational and financial infrastructure. Our future success will depend in part upon the ability of our executive management to manage growth effectively. This will require that we hire and train additional personnel to manage our expanding operations. In addition, we must continue to improve our operational, financial and management controls and our reporting systems and procedures. If we fail to successfully manage our growth, we may be unable to execute upon our business plan. RISKS RELATED TO OUR BUSINESS AND INDUSTRY IF WE FAIL TO RETAIN EXISTING USERS OR ADD NEW USERS, OR IF OUR USERS DECREASE THEIR LEVEL OF ENGAGEMENT WITH VUMEE, OUR FUTURE REVENUE, FINANCIAL RESULTS, AND BUSINESS MAY BE SIGNIFICANTLY HARMED. Our financial performance will be significantly determined by our success in adding, retaining, and engaging active users. If people do not perceive our product to be useful, reliable, and trustworthy, we may not be able to attract or retain users or otherwise maintain or increase the frequency and duration of their engagement. Any number of factors could potentially negatively affect user retention, growth, and engagement, including if: * users increasingly engage with competing products; * we fail to introduce new and improved products or if we introduce new products or services that are not favorably received; 8 <PAGE> * we are unable to successfully balance our efforts to provide a compelling user experience with the decisions we make with respect to the frequency, prominence, and size of ads and other commercial content that we display; * we are unable to continue to develop products for mobile devices that users find engaging, that work with a variety of mobile operating systems and networks, and that achieve a high level of market acceptance; * there are changes in user sentiment about the quality or usefulness of our product; * there are adverse changes in our product that are mandated by legislation, regulatory authorities, or litigation; * technical or other problems prevent us from delivering our products in a rapid and reliable manner or otherwise affect the user experience; * we fail to provide adequate customer service to users, developers, or advertisers; If we are unable to maintain and increase our user base and user engagement, our revenue, financial results, and future growth potential may be adversely affected. WE WILL GENERATE A SUBSTANTIAL MAJORITY OF OUR REVENUE FROM ADVERTISING. THE LOSS OF ADVERTISERS, OR REDUCTION IN SPENDING BY ADVERTISERS, COULD SERIOUSLY HARM OUR BUSINESS. The substantial majority of our revenue will be generated from advertising. It is common in the industry that advertisers typically do not have long-term advertising commitments. Advertisers may view our product as experimental and unproven. Advertisers will not continue to do business with us, or they will reduce the prices they are willing to pay to advertise with us, if we do not deliver in an effective manner, or if they do not believe that their investment in advertising with us will generate a competitive return relative to other alternatives. Our future advertising revenue could be adversely affected by these other factors which would negatively affect our revenue and financial results. USER GROWTH AND ENGAGEMENT ON MOBILE DEVICES DEPEND UPON EFFECTIVE OPERATION WITH MOBILE OPERATING SYSTEMS, NETWORKS, AND STANDARDS THAT WE DO NOT CONTROL. We are dependent on the interoperability of our VuMee Platform with popular mobile operating systems that we do not control, such as Android and iOS, and any changes in such systems that degrade our products' functionality or give preferential treatment to competitive products could adversely affect usage on mobile devices. Additionally, in order to deliver high quality mobile products, it is important that our product works well with a range of mobile technologies, systems, networks, and standards that we do not control. We may not be successful in developing relationships with key participants in the mobile industry or in developing products that operate effectively with these technologies, systems, networks, or standards. In the event that it is more difficult for our users to access and use VuMee on their mobile devices, or if our users choose not to access or use VuMee on their mobile devices our user future growth and user engagement could be harmed. COMPETITION PRESENTS AN ONGOING THREAT TO THE SUCCESS OF OUR BUSINESS. Monetizing the social content of celebrities is an evolving market. VuMee is the first company to monetize a fully functional celebrity video sharing platform via a mobile. There is no direct competitor to VuMee. The only company that could be deemed similar to VuMee is Whosay. However, there are significant distinctions between Whosay and VuMee. Whosay was created by CAA for the celebrity to be able to control their celebrity content that is disseminated via the web because of groups like TMZ.com that were publicizing everything and anything about celebrities. Members of Whosay do not get monetized. In addition, the celebrities of Whosay are by" invite only" and described as "A listers". As we introduce new products, as our existing product evolves, or as other companies introduce new products and services, we may become subject to additional competition. Some of these potential competitors have significantly greater resources and better competitive positions in certain markets than we do. These factors may allow our competitors to respond more effectively than us to new or emerging technologies and changes in market requirements. Our competitors may develop products, features, or services that are similar to ours or that achieve greater market acceptance, may undertake more far-reaching and successful product development efforts or marketing campaigns, or may adopt more 9 <PAGE> aggressive pricing policies. As a result, our competitors may acquire and engage users at the expense of the growth or engagement of our user base, which may negatively affect our business and financial results. THE SOCIAL MEDIA CULTURE EMPHASIZES RAPID INNOVATION AND AT TIMES USER ENGAGEMENT TAKE PRIORITY OVER SHORT-TERM FINANCIAL RESULTS. The social media culture tends to encourage companies to quickly develop and launch new and innovative products. As our business grows and becomes more complex, this industry emphasis on moving quickly may result in unintended outcomes or decisions that are poorly received by users or advertisers. The culture also at times prioritizes user engagement over short-term financial results, and we may be forced to make product decisions that may reduce our short-term revenue or profitability if we believe that the decisions but may improve our financial performance over the long term. These decisions may not produce the long-term benefits that we expected, in which case our user growth and engagement, our relationships with advertisers, and our business and results of operations could be harmed. OUR BUSINESS IS SUBJECT TO COMPLEX AND EVOLVING U.S. AND FOREIGN LAWS AND REGULATIONS REGARDING PRIVACY, DATA PROTECTION, AND OTHER MATTERS. MANY OF THESE LAWS AND REGULATIONS ARE SUBJECT TO CHANGE AND UNCERTAIN INTERPRETATION, AND COULD RESULT IN CLAIMS, CHANGES TO OUR BUSINESS PRACTICES, INCREASED COST OF OPERATIONS, OR DECLINES IN USER GROWTH, OR OTHERWISE HARM OUR BUSINESS. We are subject to a variety of laws and regulations in the United States and abroad that involve matters central to our business, including user privacy, rights of publicity, content, intellectual property, distribution, competition, protection of minors, consumer protection, taxation, and online payment services. These U.S. federal and state and foreign laws and regulations are constantly evolving and can be subject to significant change. In addition, the application and interpretation of these laws and regulations are often uncertain, particularly in the new and rapidly evolving industry in which we operate. For example, the interpretation of some laws and regulations that govern the use of names and likenesses in connection with advertising and marketing activities is unsettled and developments in this area could affect the manner in which we design our products, as well as our terms of use. These existing and proposed laws and regulations can be costly to comply with and can delay or impede the development of new products, result in negative publicity, increase our operating costs, require significant management time and attention, and subject us to claims or other remedies, including fines or demands that we modify or cease existing business practices. IF WE ARE UNABLE TO PROTECT OUR INTELLECTUAL PROPERTY, THE VALUE OF OUR BRAND AND OTHER INTANGIBLE ASSETS MAY BE DIMINISHED, AND OUR BUSINESS MAY BE ADVERSELY AFFECTED. We rely and expect to continue to rely on a combination of confidentiality and license agreements with our employees, consultants, and third parties with whom we have relationships, as well as trademark, copyright, patent, trade secret, and domain name protection laws, to protect our proprietary rights. We have filed various applications for protection of certain aspects of our intellectual property, and we currently hold a number of provisional patents and service marks in multiple jurisdictions. However, third parties may knowingly or unknowingly infringe our proprietary rights, third parties may challenge proprietary rights held by us, and pending and future trademark and patent applications may not be approved. We may be required to expend significant time and expense in order to prevent infringement or to enforce our rights. Although we have taken measures to protect our proprietary rights, there can be no assurance that others will not offer products or concepts that are substantially similar to ours and compete with our business. If the protection of our proprietary rights is inadequate to prevent unauthorized use or appropriation by third parties, the value of our brand and other intangible assets may be diminished and competitors may be able to more effectively mimic our service and methods of operations. Any of these events could have an adverse effect on our business and financial results. 10 <PAGE> RISKS RELATING TO OUR COMMON STOCK IF WE ISSUE ADDITIONAL SHARES IN THE FUTURE, IT WILL RESULT IN THE DILUTION OF OUR EXISTING SHAREHOLDERS. Our articles of incorporation authorize the issuance of up to 750,000,000 shares of common stock with a par value of $0.001 per share, with 60,001,000 shares currently issued and outstanding. Our board of directors may choose to issue some or all of such shares. The issuance of any such shares will reduce the book value per share and may contribute to a reduction in the market price of the outstanding shares of our common stock. If we issue any such additional shares, such issuance will reduce the proportionate ownership and voting power of all current shareholders. Further, such issuance may result in a change of control of our corporation. WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE, WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT DIFFICULT FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL. Our shares are currently quoted on the OTC Electronic Bulletin Board. To be eligible for quotation on the OTCBB, issuers must remain current in their filings with the SEC. Securities quoted on the OTCBB that become delinquent in their required filings will be removed following a 30 or 60 day grace period if they do not make their required filing during that time. In order for us to remain in compliance we will require future revenues to cover the cost of these filings, which could comprise a substantial portion of our available cash resources. If we are unable to generate sufficient revenues to remain in compliance it may be difficult for investors to resell any shares they may purchase, if at all. TRADING OF OUR STOCK IS RESTRICTED BY THE SECURITIES EXCHANGE COMMISSION'S PENNY STOCK REGULATIONS, WHICH MAY LIMIT A STOCKHOLDER'S ABILITY TO BUY AND SELL OUR COMMON STOCK. The Securities and Exchange Commission has adopted regulations which generally define "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission, which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock. FINRA SALES PRACTICE REQUIREMENTS MAY ALSO LIMIT A STOCKHOLDER'S ABILITY TO BUY AND SELL OUR STOCK. In addition to the "penny stock" rules described above, the Financial Industry Regulatory Authority (known as "FINRA") has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that 11 <PAGE> there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares. OUR COMMON STOCK IS ILLIQUID AND THE PRICE OF OUR COMMON STOCK MAY BE NEGATIVELY IMPACTED BY FACTORS WHICH ARE UNRELATED TO OUR OPERATIONS. Although our common stock is currently listed for quotation on the OTC Bulletin Board, there is no market for our common stock. Even when a market is established and trading begins trading through the OTC Bulletin Board is frequently thin and highly volatile. There is no assurance that a sufficient market will develop in our stock, in which case it could be difficult for shareholders to sell their stock. The market price of our common stock could fluctuate substantially due to a variety of factors, including market perception of our ability to achieve our planned growth, quarterly operating results of our competitors, trading volume in our common stock, changes in general conditions in the economy and the financial markets or other developments affecting our competitors or us. In addition, the stock market is subject to extreme price and volume fluctuations. This volatility has had a significant effect on the market price of securities issued by many companies for reasons unrelated to their operating performance and could have the same effect on our common stock. WE DO NOT INTEND TO PAY DIVIDENDS ON ANY INVESTMENT IN THE SHARES OF STOCK OF OUR COMPANY. We have never paid any cash dividends and currently do not intend to pay any dividends for the foreseeable future. Because we do not intend to declare dividends, any gain on an investment in our company will need to come through an increase in the stock's price. This may never happen and investors may lose all of their investment in our company. PROPERTIES EXECUTIVE OFFICES AND REGISTERED AGENT Our executive and head office is located at 50 East Sample, Suite 301, Pompano Beach, FL 33064. We pay approximately $2,500.00 per month for rent. We believe that this arrangement will be suitable for the next 12 months. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS Our audited financial statements for the years ended August 31, 2011 and 2010 and related management's discussion and analysis of financial condition and results of operations are available in our annual report on Form 10-K filed with the Securities and Exchange Commission on November 28, 2011. Our unaudited financial statements for the nine month periods ended February 29, 2012 and February 28, 2011 and related management's discussion and analysis of financial condition and results of operations are available in our quarterly report on Form 10-Q filed with the Securities and Exchange Commission on April 16, 2012. FINANCING ACTIVITIES Cash provided by financing activities from inception through the date of this report was $60,000 consisting of $15,000 from the sale of our common stock to our director who purchased 3,000,000 shares of our common stock at $0.005 per share on August 31, 2008 and on July 13, 2009, management completed its S-1 registered offering by selling 3,000,000 common shares at $.015 per share to raise capital of $45,000. We estimate our operating expenses and working capital requirements for the next 12 months to be as follows: 12 <PAGE> Expenses Amount -------- ------ Personnel $1,226,790 Operating Expenses $3,150,057 Direct Costs of Sales $2,077,608 All figures noted above are estimates, we can not provide any assurance that we will be able to generate revenue and have the ability to operate at a level to match these operating costs. If we are not able to obtain the additional financing on a timely basis, if and when it is needed, we may be forced to cease the operation of our business. FUTURE FINANCING If we do not generate substantial revenue from operations we will require additional financing to fund our planned operations. We currently do not have committed sources of additional financing and may not be able to obtain additional financing, particularly, if the volatile conditions in the stock and financial markets, and more particularly the market for an early development stage company stocks persist. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, if and when it is needed, we will be forced to delay or scale down some or all of our development activities or perhaps even cease the operation of our business. Since inception we have funded our operations primarily through equity financings and we expect that we will continue to fund our operations through the equity and debt financing if revenues are insufficient. If we raise additional financing by issuing equity securities, our existing stockholders' ownership will be diluted. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments. There is no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on his, her, or its investment in our common stock. Further, we may continue to be unprofitable. OFF BALANCE SHEET ARRANGEMENTS We do not have any 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 or capital expenditures or capital resources that is material to an investor in our securities. CRITICAL ACCOUNTING POLICIES The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires our management to make assumptions, estimates and judgments that affect the amounts reported, including the notes thereto, and related disclosures of commitments and contingencies, if any. We have identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial condition and results of operation. Critical accounting policies are those that are most important to the portrayal of our financial conditions and results of operations and require management's difficult, subjective, or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management's current judgments. We believe the following critical accounting policies involve the most significant estimates and judgments used in the preparation of our financial statements: 13 <PAGE> BASIS OF ACCOUNTING The Company prepares its financial statements in conformity with generally accepted accounting principles in the United States of America. These principals require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management believes that these estimates are reasonable and have been discussed with the Board of Directors; however, actual results could differ from those estimates. CASH AND CASH EQUIVALENTS For purposes of the balance sheets and statement of cash flows, the Company considers all highly liquid investments, which are readily convertible into known amounts of cash and have a maturity of three months or less when acquired to be cash equivalents. At March 31, 2012, management believes that the carrying amount of cash equivalents approximates fair value because of the short maturity of these financial instruments. FIXED ASSETS Data Pangea, LLC. initial business is acquiring relationships with Celebrities and Brands and has no fixed assets. When the Company acquires hard assets - Property and equipment will be stated at cost. Depreciation will be computed by the straight-line method over estimated useful lives (3-7 years). Intellectual property assets are stated at their fair value acquisition cost. Amortization of intellectual property assets is calculated by the straight line method over their estimated useful lives (3- 15 years). Historical costs are reviewed and evaluated for their net realizable value of the assets. The carrying amount of all long-lived assets is evaluated periodically to determine if adjustment to the depreciation and amortization period or the unamortized balance is warranted. Based upon its most recent analysis, the Company believes that no impairment of property and equipment existed at March 31, 2012. Long-lived assets such as property, equipment and identifiable intangibles are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable. When required impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets. We did not recognize any impairment losses for any periods presented. REVENUE RECOGNITION Revenues of the Company are from the sale of advertising on the web-site and video viewing platform. Revenues are recognized once all of the following criteria have been met: 1. persuasive evidence of an arrangement exists; 2. delivery of Facebook's obligations to our customer has occurred; 3. the price is fixed or determinable; and 4. collectability of the related receivable is reasonably assured. Advertising revenue is generated from the display of advertisements on our website and viewing platform. The arrangements are evidenced by either online acceptance of terms and conditions or contracts that stipulate the types of advertising to be delivered, the timing and the pricing. The typical term of an advertising arrangement is approximately 30 days with billing generally occurring after the delivery of the advertisement. 14 <PAGE> We recognize revenue from the display of impression-based advertisements on our website in the contracted period when the impressions are delivered. Impressions are considered delivered when an advertisement appears in pages delivered to users. We also recognize revenue from the delivery of click-based advertisements on our website. Revenue associated with these advertisements is recognized in the period that a user clicks on an advertisement. ADVERTISING The costs of advertising are expensed as incurred. Advertising expenses are included in the Company's operating expenses. Advertising expense was $0 for the period from inception, March 22, 2012 through+ March 31, 2012. RESEARCH AND DEVELOPMENT Research expenditure is recognized as an expense when it is incurred. Development expenditure is recognized as an expense except that expenditure incurred on development projects are capitalized as long-term assets to the extent that such expenditure is expected to generate future economic benefits. Development expenditure is capitalized if, and only if an entity can demonstrate all of the following: 1. its ability to measure reliably the expenditure attributable to the asset under development; 2. the product or process is technically and commercially feasible; 3. its future economic benefits are probable; 4. its ability to use or sell the developed asset; 5. the availability of adequate technical, financial and other resources to complete the asset under development; and 6. its intention to complete the intangible asset and use or sell. INCOME TAXES The Company is a multi-member LLC. As such, the income and expenses of the entity pass-through to the members and do not create any tax liability for the Company. Therefore, no income tax provision or benefit has been calculated on the results of operations for either year presented. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following tables set forth, as of the date of this report, certain information with respect to the beneficial ownership of our common stock by each stockholder known by us to be the beneficial owner of more than 5% of our common stock, by each of our current directors and executive officers. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated. In the following tables, we have determined the number and percentage of shares beneficially owned in accordance with Rule 13d-3 of the SECURITIES EXCHANGE ACT OF 1934 based on information provided to us by our controlling stockholder, executive officers and directors, and this information does not necessarily indicate beneficial ownership for any other purpose. In determining the number of shares of our common stock beneficially owned by a person and the percentage ownership of that person, we include any shares as to which the person has sole or shared voting power or investment power, as well as any shares subject to warrants or options held by that person that are currently exercisable or exercisable within 60 days. 15 <PAGE> SECURITY OWNERSHIP OF CERTAIN BENEFICIAL HOLDERS (MORE THAN 5%) Name and address of Amount and nature of Percent of Title of class beneficial owner beneficial ownership(1) class -------------- ---------------- ----------------------- ----- SECURITY OWNERSHIP OF CERTAIN BENEFICIAL HOLDERS Common Stock Donna Rispoli(2) 4,000,000 Indirect 7% SECURITY OWNERSHIP OF MANAGEMENT Common Stock Michael Spiegel(4) 6,278,500 Indirect 10% Common Stock Louis Rosen(5) 2,295,000 Indirect 4% Common Stock Stacie Daley(3) 9,197,800 Indirect 15% Common Stock Directors & Executive 17,771,300 Indirect 30% Officers as a group (3 persons) ---------- (1) Percentage of ownership is based on 60,001,000 shares of our common stock issued and outstanding as of the date of this report. Except as otherwise indicated, we believe that the beneficial owners of the common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable. 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. Shares of common stock subject to options or warrants currently exercisable, or exercisable within 60 days, are deemed outstanding for purposes of computing the percentage ownership of the person holding such option or warrants, but are not deemed outstanding for purposes of computing the percentage ownership of any other person. (2) Represents 4,000,000 shares of common stock held by Combined Effort. (3) Includes (i) 7,999,000 shares of common stock held by MR BLSD, LLC and; (ii) a total of 1,198,800 shares held by Ms. Daley's minor children. (4) Represents 6,278,500 shares of common stock held by MLJP, LLC. (5) Represents 2,295,000 shares of commons stock held by MLJP, LLC and beneficially owned by Mr. Rosen's spouse, and as to which Mr. Rosen disclaims beneficial ownership except to the extent of any pecuniary interest therein. CHANGES IN CONTROL We are not aware of any arrangement that may result in a change in control of our company. DIRECTORS AND EXECUTIVE OFFICERS The following individuals serve as the director and executive officers of our company. Date First Elected Name Position Age or Appointed ---- -------- --- ------------ Stacie Daley Director 38 May 17, 2012 Michael Spiegel Chief Executive Officer, 42 May 17, 2012 Director and President Louis Rosen Chief Financial Officer, 58 May 17, 2012 Chief Operating Officer, and Director 16 <PAGE> BUSINESS EXPERIENCE The following is a brief account of the education and business experience of director and executive officers during at least the past five years, indicating their principal occupation during the period, and the name and principal business of the organization by which they were employed MICHAEL SPIEGEL, our Chief Executive Officer, Director and President, has been the manager of, and an investor with, MNS Ventures LLC, a private investment company, since 2005. From March 2005 to present, Mr. Spiegel has been President of MNS Holdings, a real estate holding company located in Lighthouse Point, Florida. Mr. Spiegel is also the managing member of 3904 SW 13 Partners LLC, a multi-family residential complex in Davie, Florida. Prior to that Mr. Spiegel founded WebUnited in December of 1998 and was the CEO of the organization until it was sold in August of 2004. WebUnited was one of the first regional ISP's in South Florida. From 1998 to 2006, he served as President and Chief Executive Officer of Ciberlynx Inc. DBA WebUnited in Deerfield Beach, Florida, an internet service provider. He also was the President of Protect Point Security from 2003 to 2004. ProtectPoint was a Managed Network Security Provider. We appointed Mr. Spiegel as a director and officer of our company due to his extensive business knowledge and track record of developing startup companies. LOUIS ROSEN, our Chief Financial Officer, Chief Operating Officer, and Director, has been the Vice President of Keystone Wire, a division of Lynn Electronics Corp., a wire and cable provider located in Pompano Beach, Florida from June 1994 to present. Mr. Rosen earned a Bachelor's Degree in Education from the Temple University, in Philadelphia, Pennsylvania, in June 1976. Mr. Rosen earned a JD in Law from Temple University, in Philadelphia, Pennsylvania in 1980. We appointed Mr. Rosen as a director and officer of our company due to his extensive experience owning and operating numerous business ventures. STACIE DALEY, our director, has been a corporate attorney for the past 14 years and has focused her practice on complex business transactions for private and public companies; including: M&A, securities, private equity and corporate finance. She is one of the founders of the VuMee platform and has worked on developing VuMee since April 2011. Prior to VuMee, Ms. Daley was a partner at a national law firm, Lewis, Brisbois, Bisgaard & Smith from June 2010 to June 2011, and from 1998 to 2010 she was a corporate associate at a small transactional boutique firm in Florida. Ms. Daley received her BA in political science in 1995 from Fairfield University and her JD in 1998 from Quinnipiac College School of Law. We appointed Ms. Daley as one of our directors due to her background in corporate and securities law as well as her involvement with the VuMee platform. SIGNIFICANT EMPLOYEES Other than the foregoing named officers and directors, we do not have any employees who are key to our business and operations. FAMILY RELATIONSHIPS There are no family relationships between any director or executive officer. INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS Our director and executive officers have not been involved in any of the following events during the past ten years: (a) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; 17 <PAGE> (b) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences); (c) being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; (d) being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; (e) being the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: (i) any federal or state securities or commodities law or regulation; or (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease- and-desist order, or removal or prohibition order; or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or (f) being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Securities Exchange Act of 1934), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. EXECUTIVE COMPENSATION SUMMARY COMPENSATION Non-Equity Nonqualified Name and Incentive Deferred Principal Stock Plan Compensation All Other Position Year Salary($) Bonus($) Awards($) Compensation($) Earnings($) Compensation($) Totals($) -------- ---- --------- -------- --------- --------------- ----------- --------------- --------- Rhoda 2012 Nil Nil Nil Nil Nil Nil Nil Rizkalla (1) 2011 Nil Nil Nil Nil Nil Nil Nil ---------- (1) Ms. Rizkalla was our sole officer from our inception until May 17, 2012 EMPLOYMENT OR CONSULTING AGREEMENTS All employees of the Company execute standard at will employment agreements that contain confidentiality and non-compete provisions. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END We have not awarded any shares of stock, options or other equity securities to our directors or executive officers from our inception to the date of this report. RETIREMENT OR SIMILAR BENEFIT PLANS There are no arrangements or plans in which we provide retirement or similar benefits for our directors or executive officers. 18 <PAGE> RESIGNATION, RETIREMENT, OTHER TERMINATION, OR CHANGE IN CONTROL ARRANGEMENTS We have no contract, agreement, plan or arrangement, whether written or unwritten, that provides for payments to our directors or executive officers at, following, or in connection with the resignation, retirement or other termination of our directors or executive officers, or a change in control of our company or a change in our directors' or executive officers' responsibilities following a change in control. COMPENSATION OF DIRECTORS We currently have no compensation arrangement with our director. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Certain Relationship and Related Transactions The following includes a summary of transactions since the beginning of the 2011 year, or any currently proposed transaction, in which we were or are to be a participant and the amount involved exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at year end for the last two completed fiscal years, and in which any related person had or will have a direct or indirect material interest (other than compensation described under "Executive Compensation"). We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the amounts that would be paid or received, as applicable, in arm's-length transactions. Common Stock Michael Spiegel(4) 6,278,500 Indirect 10% Common Stock Louis Rosen(5) 2,295,000 Indirect 4% Common Stock Stacie Daley(3) 9,197,800 Indirect 15% Common Stock Directors & Executive 17,771,300 Indirect 30% Officers as a group (3 persons) Pursuant to the closing of the share exchange agreement with Data Pangea and its interest holders, we issued stock to 3 incoming members of our board of directors. Michael Spiegel received 6,278,500 shares of our common stock, Louis Rosen received 2,295,000 shares of our common stock and Stacie Daley received 9,197,800 shares of our common stock. DIRECTOR INDEPENDENCE Our board of directors consists of Michael Spiegel, Louis Rosen and Stacie Daley. Our securities are quoted on the OTC Bulletin Board which does not have any director independence requirements. Under NASDAQ Marketplace Rule 5605(a)(2), a director is not considered to be independent if he or she is also an executive officer or employee of the company. Using this definition of independence, we have determined that none of our directors are independent. LEGAL PROCEEDINGS We know of no material pending legal proceedings to which our company or subsidiary is a party or of which any of their property is the subject. In addition, we do not know of any such proceedings contemplated by any governmental authorities. 19 <PAGE> We know of no material proceedings in which any director, officer or affiliate of our company, or any registered or beneficial stockholder of our company, or any associate of any such director, officer, affiliate, or stockholder is a party adverse to our company or subsidiary or has a material interest adverse to our company or subsidiary. MARKET PRICE OF AND DIVIDENDS ON OUR COMMON STOCK AND RELATED STOCKHOLDER MATTERS MARKET INFORMATION Our common stock is quoted on the OTC Bulletin Board of the Financial Industry Regulatory Authority under the symbol "PPKS". There were no trades of our shares of common stock made through the facilities of the OTC Bulletin Board since our stock was first quoted. On May 2, 2012 we filed a Certificate of Change with the Nevada Secretary of State to give effect to a forward split of the Company's authorized and issued and outstanding shares of common stock on a 10 new for one (1) old basis. The forward split became effective with the Over-the-Counter Bulletin Board at the opening of trading on May 8, 2012 under the symbol "PPKSD". The "D" will be placed on our ticker symbol for 20 business days. After 20 business days, our new symbol will be "VUME". Our new CUSIP number is 92922C105. TRANSFER AGENT Our shares of common stock are issued in registered form. The transfer agent and registrar for our common stock is Holliday Stock Transfer, Inc. HOLDERS OF COMMON STOCK As of the date of this report there were 29 holders of record of our common stock. As of such date, 60,001,000 shares were issued and outstanding. DIVIDENDS We have never declared or paid any cash dividends or distributions on our capital stock. We currently intend to retain our future earnings, if any, to support operations and to finance expansion and therefore we do not anticipate paying any cash dividends on our common stock in the foreseeable future. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS We do not have any equity compensation plans in place. RECENT SALES OF UNREGISTERED SECURITIES On August 31, 2008 we sold 3,000,000 shares of our common stock to a director of the Company for $15,000 ($0.005 per share). On July 13, 2009, management completed its S-1 registered offering by selling 3,000,000 common shares at $.015 per share to raise capital of $45,000. Reference is made to the disclosure set forth Item 3.02 of this report, which disclosure is incorporated by reference into this section. 20 <PAGE> DESCRIPTION OF SECURITIES COMMON STOCK Our authorized capital stock consists of 750,000,000 shares of common stock, par value $.001 per share. The holders of our common stock (i) have equal ratable rights to dividends from funds legally available therefore, when, as and if declared by our Board of Directors; (ii) are entitled to share in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs; (iii) do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and (iv) are entitled to one non-cumulative vote per share on all matters on which stockholders may vote. NON-CUMULATIVE VOTING Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, the holders of the remaining shares will not be able to elect any of our directors. CASH DIVIDENDS As of the date of this prospectus, we have not paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of our Board of Directors and will depend upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations. ANTI-TAKEOVER EFFECTS OF OUR ARTICLES OF INCORPORATION AND BY-LAWS Our amended and restated articles of incorporation and bylaws contain certain provisions that may have anti-takeover effects, making it more difficult for or preventing a third party from acquiring control of the Company or changing its board of directors and management. According to our bylaws and articles of incorporation, neither the holders of the Company's common stock have cumulative voting rights in the election of our directors. The combination of the present ownership by a few stockholders of a significant portion of the Company's issued and outstanding common stock and lack of cumulative voting makes it more difficult for other stockholders to replace the Company's board of directors or for a third party to obtain control of the Company by replacing its board of directors. ANTI-TAKEOVER EFFECTS OF NEVADA LAW BUSINESS COMBINATIONS The "business combination" provisions of Sections 78.411 to 78.444, inclusive, of the Nevada Revised Statutes, or NRS, prohibit a Nevada corporation with at least 200 stockholders from engaging in various "combination" transactions with any interested stockholder: for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the transaction is approved by the board of directors prior to the date the interested stockholder obtained such status; or after the expiration of the three-year period, unless: * the transaction is approved by the board of directors or a majority of the voting power held by disinterested stockholders, or * if the consideration to be paid by the interested stockholder is at least equal to the highest of: (a) the highest price per share paid by the interested stockholder within the three years immediately preceding the date of the announcement of the combination or in the transaction in which it became an interested stockholder, whichever is higher, (b) the market value per share of common stock on the date of announcement of the combination and the date the interested 21 <PAGE> stockholder acquired the shares, whichever is higher, or (c) for holders of preferred stock, the highest liquidation value of the preferred stock, if it is higher. A "combination" is defined to include mergers or consolidations or any sale, lease exchange, mortgage, pledge, transfer or other disposition, in one transaction or a series of transactions, with an "interested stockholder" having: (a) an aggregate market value equal to 5% or more of the aggregate market value of the assets of the corporation, (b) an aggregate market value equal to 5% or more of the aggregate market value of all outstanding shares of the corporation, or (c) 10% or more of the earning power or net income of the corporation. In general, an "interested stockholder" is a person who, together with affiliates and associates, owns (or within three years, did own) 10% or more of a corporation's voting stock. The statute could prohibit or delay mergers or other takeover or change in control attempts and, accordingly, may discourage attempts to acquire our company even though such a transaction may offer our stockholders the opportunity to sell their stock at a price above the prevailing market price. Our Articles of Incorporation state that we have elected not to be governed by the "business combination" provisions, therefore such provisions currently do not apply to us. We do not have any provisions in our Articles, by laws, or employment or credit agreements to which we are party that have anti-takeover consequences. We do not currently have any plans to adopt anti-takeover provisions or enter into any arrangements or understandings that would have anti-takeover consequences. In certain circumstances, our management may issue additional shares to resist a third party takeover transaction, even if done at an above market premium and favored by a majority of independent shareholders. CONTROL SHARE ACQUISITIONS The "control share" provisions of Sections 78.378 to 78.3793, inclusive, of the NRS, which apply only to Nevada corporations with at least 200 stockholders, including at least 100 stockholders of record who are Nevada residents, and which conduct business directly or indirectly in Nevada, prohibit an acquirer, under certain circumstances, from voting its shares of a target corporation's stock after crossing certain ownership threshold percentages, unless the acquirer obtains approval of the target corporation's disinterested stockholders. The statute specifies three thresholds: one-fifth or more but less than one-third, one-third but less than a majority, and a majority or more, of the outstanding voting power. Once an acquirer crosses one of the above thresholds, those shares in an offer or acquisition and acquired within 90 days thereof become "control shares" and such control shares are deprived of the right to vote until disinterested stockholders restore the right. These provisions also provide that if control shares are accorded full voting rights and the acquiring person has acquired a majority or more of all voting power, all other stockholders who do not vote in favor of authorizing voting rights to the control shares are entitled to demand payment for the fair value of their shares in accordance with statutory procedures established for dissenters' rights. Our Articles of Incorporation state that we have elected not to be governed by the "control share" provisions, therefore, they currently do not apply to us. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 78.138 of the NRS provides that a director or officer will not be individually liable unless it is proven that (i) the director's or officer's acts or omissions constituted a breach of his or her fiduciary duties, and (ii) such breach involved intentional misconduct, fraud or a knowing violation of the law. Section 78.7502 of NRS permits a company to indemnify its directors and officers against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with a threatened, pending or completed action, suit or proceeding if the officer or director (i) is not liable pursuant to NRS 78.138 or (ii) acted in good faith and in a manner the officer or director reasonably believed to be in or not opposed to the best interests of the corporation and, if a criminal action or proceeding, had no reasonable cause to believe the conduct of the officer or director was unlawful. 22 <PAGE> Section 78.751 of NRS permits a Nevada company to indemnify its officers and directors against expenses incurred by them in defending a civil or criminal action, suit or proceeding as they are incurred and in advance of final disposition thereof, upon receipt of an undertaking by or on behalf of the officer or director to repay the amount if it is ultimately determined by a court of competent jurisdiction that such officer or director is not entitled to be indemnified by the company. Section 78.751 of NRS further permits the company to grant its directors and officers additional rights of indemnification under its articles of incorporation or bylaws or otherwise. Section 78.752 of NRS provides that a Nevada company may purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director, officer, employee or agent of the company, or is or was serving at the request of the company as a director, officer, employee or agent of another company, partnership, joint venture, trust or other enterprise, for any liability asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee or agent, or arising out of his status as such, whether or not the company has the authority to indemnify him against such liability and expenses. Our Articles of Incorporation provide that no director or officer of the Company will be personally liable to the Company or any of its stockholders for damages for breach of fiduciary duty as a director or officer; provided, however, that the foregoing provision shall not eliminate or limit the liability of a director or officer (i) for acts or omissions which involve intentional misconduct, fraud or knowing violation of law, or (ii) the payment of dividends in violation of Section 78.300 of NRS. In addition, our Bylaws implement the indemnification and insurance provisions permitted by Chapter 78 of the NRS by providing that: * The Company shall indemnify its directors to the fullest extent permitted by the NRS and may, if and to the extent authorized by the board of directors, so indemnify its officers and any other person whom it has the power to indemnify against liability, reasonable expense or other matter whatsoever. * The Company may at the discretion of the board of directors purchase and maintain insurance on behalf of any person who holds or who has held any position identified in the paragraph above against any and all liability incurred by such person in any such position or arising out of his status as such. Insofar as indemnification by us for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling the company pursuant to provisions of our articles of incorporation and bylaws, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification by such director, officer or controlling person of us in the successful defense of any action, suit or proceeding is asserted by such director, officer or controlling person in connection with the securities being offered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. At the present time, there is no pending litigation or proceeding involving a director, officer, employee or other agent of ours in which indemnification would be required or permitted. We are not aware of any threatened litigation or proceeding, which may result in a claim for such indemnification. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ITEM 5.06 CHANGE IN SHELL COMPANY STATUS As a result of the consummation of the Share Exchange described in Item 2.01 of this Current Report on Form 8-K, we believe that we are no longer a "shell company", as that term is defined in Rule 405 under the Securities Act and Rule 12b-2 under the Exchange Act. 23 <PAGE> ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS Financial Statements of Business Acquired We acquired Data Pangea, LLC on May 17, 2012 pursuant to the closing of the Share Exchange Agreement. Data Pangea, LLC was incorporated on March 22, 2012 and we have included the financial statements for Data Pangea LLC from its inception to March 31, 2012. Additionally, we have included the financial statements of VuMee, LLC, the operating entity that sold its assets to Data Pangea LLC. Filed herewith are: * Audited financial statements of VuMee, LLC, for the period from March 23, 2011 (inception) to December 31, 2011, as well as the period ended March 31, 2012 starting on page F-1 of this Current Report. * Audited financial statements for Data Pangea, LLC from March 22, 2012 (inception) through March 31, 2012 starting on page F-10 of this Current Report. 24 <PAGE> VuMee LLC Consolidated FINANCIAL STATEMENTS For the Year ended December 31, 2011 and the Three months ended March 31, 2012 Index to Financial Statements Audit Report of Independent Registered Accounting Firm F-2 Consolidated Balance Sheets as of December 31, 2011 and March 31, 2012 F-3 Consolidated Statement of Operations for the year ended December 31, 2011 and the Three months ended March 31, 2012 F-4 Consolidated Statement of Members' Equity for the Year ended December 31, 2011 and the Three months ended March 31, 2012 F-5 Consolidated Statement of Cash Flows for the Year ended December 31, 2011 and the Three months ended March 31, 2012 F-6 Notes to the Consolidated Financial Statements F-7 F-1 <PAGE> Drake & Klein CPAs A PCAOB Registered Accounting Firm REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Members of VuMee, LLC We have audited the accompanying consolidated balance sheets of VuMee, LLC as of March 31, 2012 and December 31, 2011, and the related statements of income, members' capital, and cash flows for the period from the date of inception, March 23, 2011, through December 31, 2011 and the three months ended March 31, 2012. The management of VuMee, LLC 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 audit 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 audit 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 VuMee, LLC as of March 31, 2012 and December 31, 2011, and the results of its operations and its cash flows from inception (March 23, 2011) through December 31, 2011 and the short year ended March 31, 2012 in conformity with accounting principles generally accepted in the United States of America. /s/ Drake & Klein CPAs --------------------------------------- Drake & Klein CPAs April 20, 2012 -------------------------------------------------------------------------------- PO Box 2493 2451 McMullen Booth Rd. Dunedin, FL 34697-2493 Suite 210 727-512-2743 Clearwater, FL 33759-1362 F-2 <PAGE> VuMee LLC (A Development Stage Company) Consolidated Balance Sheet March 31, December 31, 2012 2011 -------- -------- ASSETS CURRENT ASSETS Cash $ 1,072 $ 1,427 -------- -------- TOTAL CURRENT ASSETS 1,072 1,427 -------- -------- TOTAL ASSETS $ 1,072 $ 1,427 ======== ======== LIABILITIES AND MEMBERS' CAPITAL CURRENT LIABILITIES Accounts payable and accrued expenses $ 17,934 $ 16,794 Loans from members 10,569 7,500 -------- -------- TOTAL CURRENT LIABILITIES 28,503 24,294 -------- -------- TOTAL LIABILITIES 28,503 24,294 -------- -------- MEMBER'S CAPITAL (27,431) (22,867) -------- -------- TOTAL LIABILITIES AND MEMBERS' CAPITAL $ 1,072 $ 1,427 ======== ======== The accompanying notes are an integral part of these financial statements. F-3 <PAGE> VuMee LLC (A Development Stage Company) Consolidated Statement of Operations Accumulated Three Months From Ended Year Ended Inception March 31, December 31, March 23, 2012 2011 2011 ---------- ---------- ---------- REVENUES $ -- $ -- $ -- ---------- ---------- ---------- OPERATING EXPENSES: -- Marketing & promotion 48,068 102,508 150,576 Professional fees 16,423 1,418 17,841 General & administrative 33,683 121,554 155,237 ---------- ---------- ---------- TOTAL OPERATING EXPENSES 98,174 225,480 323,654 ---------- ---------- ---------- Net operating loss (98,174) (225,480) (323,654) Gain on sale of assets 122,432 -- 122,432 ---------- ---------- ---------- NET INCOME (LOSS) $ 24,258 $ (225,480) $ (201,222) ========== ========== ========== The accompanying notes are an integral part of these financial statements. F-4 <PAGE> VuMee LLC (A Development Stage Company) Consolidated Statement of Members' Capital Accumulated Members' Contributions Distributions Deficit Capital ------------- ------------- ------- ------- Balance at Inception, March 23, 2011 $ -- $ -- $ -- $ -- Contributions 202,613 202,613 Net loss (225,480) (225,480) ----------- ----------- ---------- ----------- Balance at December 31, 2011 202,613 -- (225,480) (22,867) Contributions 1,497,876 1,497,876 Distributions (1,526,698) (1,526,698) Net loss (audited) 24,258 24,258 ----------- ----------- ---------- ----------- Balance at March 31, 2012 $ 1,700,489 $(1,526,698) $ (201,222) $ (27,431) =========== =========== ========== =========== The accompanying notes are an integral part of these financial statements. F-5 <PAGE> VuMee LLC (A Development Stage Company) Statement of Cash Flows Accumulated Three months From Ended Year ended Inception March 23, December 31, March 23, 2012 2011 2011 ------------ ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net (loss) income $ 24,258 $ (225,480) $ (201,222) Adjustment to reconcile Net Income to net cash provided by operations: Gain on sale of assets (122,432) -- -- Stock based compensation Accounts payable and accrued expenses 1,140 16,794 17,934 ------------ ------------ ------------ NET CASH (USED) PROVIDED BY OPERATING ACTIVITIES (97,034) (208,686) (183,288) ------------ ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of patent (2,568) -- (2,568) Proceeds from sale of assets (Forgiveness of debt) 125,000 -- 125,000 ------------ ------------ ------------ NET CASH (USED) BY OPERATING ACTIVITIES 122,432 -- 122,432 ------------ ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES: Contributions from members 1,497,876 202,613 1,700,489 Distributions to members (1,526,698) -- (1,526,698) Proceeds from member loans 3,069 7,500 10,569 ------------ ------------ ------------ NET CASH (USED) PROVIDED BY OPERATING ACTIVITIES (25,753) 210,113 184,360 ------------ ------------ ------------ Net increase/decrease in Cash (355) 1,427 123,504 Cash at beginning of period 1,427 -- -- ------------ ------------ ------------ CASH AT END OF PERIOD $ 1,072 $ 1,427 $ 123,504 ============ ============ ============ SUPPLEMENTAL CASH FLOW INFORMATION: Interest paid $ -- $ -- ============ ============ Taxes paid $ -- $ -- ============ ============ The accompanying notes are an integral part of these financial statements. F-6 <PAGE> VuMee LLC Notes to Consolidated Financial Statements For the Year Ended December 31, 2011 and the Three Months Ended March 31, 2012 NOTE 1 NATURE OF OPERATIONS VuMee, LLC was a Delaware limited liability company that was formed on March 23, 2011 and ceased operations in March 2012. The Company was a development stage entity that did not continue as a going concern. VuMee Acquisition, LLC was a Delaware limited liability company formed on March 3, 2012 to accept the intangible assets of VuMee, LLC pursuant to a Settlement and Release agreement with the members of VuMee, LLC. Hereafter "VuMee" will refer to VuMee, LLC and Acquisition will refer to VuMee Acquisition, LLC. "Company" will refer to a consolidated entity including VuMee and Acquisition. The VuMee platform allows celebrities with a social network fanbase ("Celebrities") the ability to generate revenue by simply uploading video content to their social networks. The VuMee platform allows Celebrities the ability to share in the advertising revenues with the Company. VuMee was the first company to monetize a fully functional celebrity video sharing platform via a mobile experience. VuMee has developed an automated mobile video content push distribution network for distributing video content with paid advertising over mobile networks. VuMee's proprietary business model harnesses the global power of existing social networks, by providing a way to monetize Celebrities' friends and fans. VuMee provides the ability for anyone or any brand with a fan base, to upload video via the VuMee App on their mobile device or PC, and seamlessly share that content with their fan base. VuMee's proprietary business methodology and software provides the method of coupling paid advertising with video content which allows the Celebrity to generate revenue through the VuMee platform. NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING AND PRINCIPLES OF CONSOLIDATION The Company prepares its financial statements in conformity with generally accepted accounting principles in the United States of America. These principals require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management believes that these estimates are reasonable and have been discussed with the Board of Directors; however, actual results could differ from those estimates. These consolidated financial statements include the activity and financial position of VuMee, LLC and VuMee Acquisition, LLC. All intercompany balances have been eliminated. CASH AND CASH EQUIVALENTS For purposes of the balance sheets and statement of cash flows, the Company considers all highly liquid investments, which are readily convertible into known amounts of cash and have a maturity of three months or less when acquired F-7 <PAGE> to be cash equivalents. At December 31, 2011, management believes that the carrying amount of cash equivalents approximates fair value because of the short maturity of these financial instruments. RESEARCH AND DEVELOPMENT Research expenditure is recognized as an expense when it is incurred. Development expenditure is recognized as an expense except that expenditure incurred on development projects are capitalized as long-term assets to the extent that such expenditure is expected to generate future economic benefits. Development expenditure is capitalized if, and only if an entity can demonstrate all of the following: 1. its ability to measure reliably the expenditure attributable to the asset under development; 2. the product or process is technically and commercially feasible; 3. its future economic benefits are probable; 4. its ability to use or sell the developed asset; 5. the availability of adequate technical, financial and other resources to complete the asset under development; and 6. its intention to complete the intangible asset and use or sell. INCOME TAXES The Company is a multi-member LLC that has elected to be treated as partnership. As such, the income and expenses of the entity pass-through to the members and do not create any tax liability for the Company. Therefore, no income tax provision or benefit has been calculated on the results of operations for either year presented. NOTE 3 MEMBERS EQUITY The members' equity in VuMee consists of Class A members who contributed to Company in January 2012 under certain purchase agreements. Class B members are certain founding members who provided funds either in VuMee or Acquisition to continue the operations while VuMee wound down and Class C members who are interested in the assets of Acquisition. Class A members received distributions equal to their original contribution including intrest when VuMee was liquidated. NOTE 4 CONTINGENCIES AND COMMITMENTS LEGAL ACTIONS VuMee was a party to various purchase agreements, operating agreement and employment agreements with various members of the Company. On March 9, 2012, the members of VuMee entered into a Settlement and Release Agreement among themselves, VuMee and Acquisition essentially transferring the non-cash assets (intangible property) to Acquisition, distributing the monetary assets in VuMee to the members, terminating all employment contracts, the operating agreement F-8 <PAGE> and purchase agreements and disbanding VuMee. Acquisition continued in existence with several Class B members and the members' capital that they had contributed during the transition. On March 23, 2012, Acquisition sold the intangible property of the Company, including all rights and agreements carried over from VuMee, to Data Pangea, LLC for $125,000, in form of forgiveness of debt from Data Pangea, LLC. Certain members of Data Pangea LLC were members of VuMee and or Acquisition. As of March 31, 2012, both VuMee and Acquisition have been liquidated and all assets and liabilities not sold or transferred above have been distributed to the members. As of the date of these financial statements management is unaware of any other lawsuits or litigation existing against the Company. F-9 <PAGE> Data Pangea, LLC FINANCIAL STATEMENTS from the date of inception, March 22, 2012, through March 31, 2012 Index to Financial Statements Audit Report of Independent Registered Accounting Firm F-11 Balance Sheet as of March 31, 2012 F-12 Statement of Operations from the date of inception, March 22, 2012, through March 31, 2012 F-13 Statement of Members' Equity from the date of inception, March 22, 2012, through March 31, 2012 F-14 Statement of Cash Flows from the date of inception, March 22, 2012, through March 31, 2012 F-15 Notes to the Financial Statements F-16 F-10 <PAGE> Drake & Klein CPAs A PCAOB Registered Accounting Firm REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Members of Data Pangea, LLC We have audited the accompanying balance sheets of Data Pangea, LLC as of March 31, 2012, and the related statements of income, members' capital, and cash flows for the period from the date of inception, March 22, 2012, through March 31, 2012. The management of Data Pangea, LLC 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 audit 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 audit 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 Data Pangea, LLC as of March 31, 2012, and the results of its operations and its cash flows from inception (March 22, 2012) through March 31, 2012 in conformity with accounting principles generally accepted in the United States of America. /s/ Drake & Klein CPAs ------------------------------------- Drake & Klein CPAs April 20, 2012 -------------------------------------------------------------------------------- PO Box 2493 2451 McMullen Booth Rd. Dunedin, FL 34697-2493 Suite 210 727-512-2743 Clearwater, FL 33759-1362 F-11 <PAGE> Data Pangea, LLC. (A Development Stage Company) Balance Sheet March 31, 2012 -------- ASSETS CURRENT ASSETS Cash $190,000 Prepaid expenses 20,000 -------- TOTAL CURRENT ASSETS 210,000 -------- Intangible property, net of accumulated amortization of $0 125,000 -------- TOTAL ASSETS $335,000 ======== LIABILITIES AND MEMBERS' CAPITAL Members' Capital $335,000 -------- TOTAL LIABILITIES AND MEMBERS' CAPITAL $335,000 ======== The accompanying notes are an integral part of these financial statements. F-12 <PAGE> Data Pangea, LLC. (A Development Stage Company) Statement of Operations From the date of Accumulated Inception From Through Inception March 31, March 22, 2012 2012 -------- -------- REVENUES $ -- $ -- -------- -------- OPERATING EXPENSES: Professional fees 10,000 10,000 General & administrative 33,828 33,828 -------- -------- TOTAL OPERATING EXPENSES 43,828 43,828 -------- -------- NET INCOME (LOSS) $(43,828) $(43,828) ======== ======== The accompanying notes are an integral part of these financial statements. F-13 <PAGE> Data Pangea, LLC. (A Development Stage Company) Statement of Members' Capital Members' Members' Accumulated Members' Contributions Distributions Deficit Capital ------------- ------------- ------- ------- Balance at Inception, March 22, 2012 $ -- $ -- $ -- $ -- Combined contribution 200,000 200,000 Payment of expenses 53,828 53,828 Purchase of intangibles 125,000 125,000 Net loss (audited) (43,828) (43,828) --------- --------- --------- --------- Balance at March 31, 2012 $ 378,828 $ -- $ (43,828) $ 335,000 ========= ========= ========= ========= The accompanying notes are an integral part of these financial statements. F-14 <PAGE> Data Pangea, LLC. (A Development Stage Company) Statement of Cash Flows From the Date Accumulated of Inception From through Inception March 31, March 22, 2012 2012 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net (loss) income $ (43,828) $ (43,828) Changes in assets and liabilities: Prepaid expenses (20,000) (20,000) ---------- ---------- NET CASH (USED) PROVIDED BY OPERATING ACTIVITIES (63,828) (63,828) ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of intangibles (125,000) (125,000) ---------- ---------- NET CASH (USED) BY OPERATING ACTIVITIES (125,000) (125,000) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Members' contributions 378,828 378,828 ---------- ---------- NET CASH (USED) PROVIDED BY OPERATING ACTIVITIES 378,828 378,828 ---------- ---------- Net increase/decrease in Cash 190,000 190,000 Cash at beginning of period -- -- ---------- ---------- CASH AT END OF PERIOD $ 190,000 $ 190,000 ========== ========== SUPPLEMENTAL CASH FLOW INFORMATION: Interest paid $ -- ========== Taxes paid $ -- ========== The accompanying notes are an integral part of these financial statements. F-15 <PAGE> Data Pangea, LLC Notes to Financial Statements From the Date of Inception, March 22, 2012, Through March 31, 2012 NOTE 1 NATURE OF OPERATIONS Data Pangea, LLC. is a limited liability company, organized on March 22, 2012 under the laws of Florida. Data Pangea, LLC d/b/a VuMee (the "Company", "VuMee", "Data Pangea") was founded on the principle that celebrities should be monetized for video content that they publish to their social networks. The Company is a development stage entity that was organized to purchase and utilize the intangible assets of a company related by certain common owners. VuMee allows celebrities with a social network fanbase ("Celebrities") the ability to generate revenue by simply uploading video content to their social networks. The VuMee platform allows Celebrities the ability to share in the advertising revenues with the Company. VuMee is a fully functional celebrity video sharing platform via a mobile experience. VuMee has developed an automated mobile video content distribution network for distributing video content with paid advertising over mobile networks. VuMee's proprietary business model harnesses the global power of existing social networks, by providing a way to monetize Celebrities' friends and fans. VuMee provides the ability for anyone or any brand with a fan base, to upload video via the VuMee App on their mobile device or PC, and seamlessly share that content with their fan base. VuMee's proprietary business methodology and software provides the method of coupling paid advertising with video content which allows the Celebrity to generate revenue through the VuMee platform. NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING The Company prepares its financial statements in conformity with generally accepted accounting principles in the United States of America. These principals require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management believes that these estimates are reasonable and have been discussed with the Board of Directors; however, actual results could differ from those estimates. CASH AND CASH EQUIVALENTS For purposes of the balance sheets and statement of cash flows, the Company considers all highly liquid investments, which are readily convertible into known amounts of cash and have a maturity of three months or less when acquired to be cash equivalents. At March 31, 2012, management believes that the carrying amount of cash equivalents approximates fair value because of the short maturity of these financial instruments. INVENTORIES Data Pangea, LLC. business is acquiring relationships with Celebrities and Brands and has no inventory. FIXED ASSETS Data Pangea, LLC. initial business is acquiring relationships with Celebrities and Brands and has no fixed assets. F-16 <PAGE> When the Company acquires hard assets - Property and equipment will be stated at cost. Depreciation will be computed by the straight-line method over estimated useful lives (3-7 years). Intellectual property assets are stated at their fair value acquisition cost. Amortization of intellectual property assets is calculated by the straight line method over their estimated useful lives (3- 15 years). Historical costs are reviewed and evaluated for their net realizable value of the assets. The carrying amount of all long-lived assets is evaluated periodically to determine if adjustment to the depreciation and amortization period or the unamortized balance is warranted. Based upon its most recent analysis, the Company believes that no impairment of property and equipment existed at March 31, 2012. Long-lived assets such as property, equipment and identifiable intangibles are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable. When required impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets. We did not recognize any impairment losses for any periods presented. REVENUE RECOGNITION Revenues of the Company are from the sale of advertising on the web-site and video viewing platform. Revenues are recognized once all of the following criteria have been met: * persuasive evidence of an arrangement exists; * delivery of Facebook's obligations to our customer has occurred; * the price is fixed or determinable; and * collectability of the related receivable is reasonably assured. Advertising revenue is generated from the display of advertisements on our website and viewing platform. The arrangements are evidenced by either online acceptance of terms and conditions or contracts that stipulate the types of advertising to be delivered, the timing and the pricing. The typical term of an advertising arrangement is approximately 30 days with billing generally occurring after the delivery of the advertisement. We recognize revenue from the display of impression-based advertisements on our website in the contracted period when the impressions are delivered. Impressions are considered delivered when an advertisement appears in pages delivered to users. We also recognize revenue from the delivery of click-based advertisements on our website. Revenue associated with these advertisements is recognized in the period that a user clicks on an advertisement. ADVERTISING The costs of advertising are expensed as incurred. Advertising expenses are included in the Company's operating expenses. Advertising expense was $0 for the period from inception, March 22, 2012 through+ March 31, 2012. RESEARCH AND DEVELOPMENT Research expenditure is recognized as an expense when it is incurred. Development expenditure is recognized as an expense except that expenditure incurred on development projects are capitalized as long-term assets to the extent that such expenditure is expected to generate future economic benefits. Development expenditure is capitalized if, and only if an entity can demonstrate all of the following: 1. its ability to measure reliably the expenditure attributable to the asset under development; 2. the product or process is technically and commercially feasible; F-17 <PAGE> 3. its future economic benefits are probable; 4. its ability to use or sell the developed asset; 5. the availability of adequate technical, financial and other resources to complete the asset under development; and 6. its intention to complete the intangible asset and use or sell. INCOME TAXES The Company is a multi-member LLC. As such, the income and expenses of the entity pass-through to the members and do not create any tax liability for the Company. Therefore, no income tax provision or benefit has been calculated on the results of operations for either year presented. NOTE 3 INTANGIBLE ASSETS During 2011 and the first months of 2012, VuMee, LLC a Delaware limited liability company, was developing a social media video sharing platform. In March 2012, as part of a settlement agreement between members, VuMee. LLC transferred the intangible assets developed to VuMee Acquisition LLC, also a Delaware limited liability company. On March 23, 2012 VuMee Acquisition and Data Pangea entered into an asset purchase agreement, whereby Data Pangea purchased all of the intangible assets of VuMee Acquisition. The final value of each asset and the allocation of the purchase price of the intangible assets has not yet been determined. Current estimates are listed below. Certain members of VuMee, LLC and VuMee,Acquisition LLC also have an interest in Data Pangea. Due to the related party relationship, the recorded values of the intangible assets acquired by Data Pangea will be limited to the consideration given. Identifiable intangible assets at March 31, 2012 include the following: Allocated purchase price -------- Trade names, logos, trademarks $ 10,000 Internet domain name 2,000 Patents 45,000 Customer lists 11,000 Software 50,000 Website 2,000 Infrastructure - procedures, manuals, records 5,000 -------- Total purchase price to allocate $125,000 ======== No amortization was recorded for the 8 days before March 31, 2012. F-18 <PAGE> NOTE 4 CONTINGENCIES AND COMMITMENTS LEGAL ACTIONS From time to time the Company may be a party to litigation matters involving claims against the Company. The Company operates with waste, hazardous material and within a highly regulated industry, which may lend itself to legal matters. Management believes that there are no current matters that would have a material effect on the Company's financial position or results of operations. SUBSEQUENT EVENTS The Company has evaluated subsequent events through April 20, 2012 to assess the need for potential recognition or disclosure in this report. Based upon this evaluation, management determined that all subsequent events that require recognition in the financial statements have been included. F-19 <PAGE> EXHIBITS No. Description --- ----------- 2.1 Share Exchange Agreement between VuMee Inc. and Data Pangea LLC dated May 7 2012 (incorporated by reference to our Current Report on Form 8-K filed on May 10, 2012) 3.1 Articles of Incorporation (incorporated by reference to our registration statement on Form S-1 filed on December 5, 2008) 3.2 Articles of Merger (incorporated by reference to our Current Report on Form 8-K filed on May 10, 2012) 3.3 Certificate of Change (incorporated by reference to our Current Report on Form 8-K filed on May 10, 2012) 3.4 Bylaws (incorporated by reference to an exhibit to a registration statement on Form S-1 filed on December 5, 2008) 10.1* Agreement with Cogent Communications dated March 28, 2012 10.2* Agreement with NTT Communications dated April 23, 2012 10.3* Agreement with Terremark dated April 16, 2012 10.4* Agreement with Open X Banner Ads and Video dated May 7, 2012 10.5* NFS Lease Agreement for equipment dated March 3, 2012 10.6* Agreement with American Registry for Internet Numbers, Ltd. Dated April 30, 2012 ---------- * Filed herewith. F-20 <PAGE> SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. VUMEE INC. Per: /s/ Michael Spiegel ------------------------------------- Michael Spiegel Date: May 24, 2012 F-21
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8-K Filing
VuMee (VUME) Inactive 8-KCompletion of Acquisition or Disposition of Assets
Filed: 25 May 12, 12:00am