New Media Insight 10Q 2016 Q1 Quarterly report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10–Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 31, 2015

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ________________

Commission file number: 000-54718

New Media Insight Group, Inc.
(Exact name of registrant as specified in its charter)

Nevada		27-2235001
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

28202 N. 58^thStreet
Cave Creek, AZ 85331
(Address of principal executive offices)

(480) 275-2294
(Registrant’s telephone number, including area code)

N/A
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one).

Large accelerated filer [ ]	Accelerated filer [ ]

Non-accelerated filer [ ]	Smaller reporting company [X]
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X ]

As of September 21, 2015, there were 30,432,600 shares of the issuer’s common stock, par value $0.001, issued and outstanding.

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PART I – FINANCIAL INFORMATION		3
ITEM 1.	FINANCIAL STATEMENTS	3
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONAND RESULTS OF OPERATIONS	12
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	18
ITEM 4.	CONTROLS AND PROCEDURES	18
PART II – OTHER INFORMATION		19
ITEM 1.	LEGAL PROCEEDINGS	19
ITEM 1A.	RISK FACTORS	19
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	19
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	19
ITEM 4.	MINE SAFETY DISCLOSURES	19
ITEM 5.	OTHER INFORMATION	19
ITEM 6.	EXHIBITS	20
SIGNATURES		21

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PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in our company’s Form 10-K filed with the SEC on August 13, 2015. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year ended April 30, 2015.

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New Media Insight Group, Inc.

Balance Sheets

	July 31, 2015 (Unaudited)			April 30, 2015
ASSETS
Current Assets
Cash	$	5,748		$	15,056
Total Current Assets		5,748			15,056
Property and Equipment, net		1,144			1,237
TOTAL ASSETS	$	6,892		$	16,293


LIABILITIES AND STOCKHOLDERS' DEFICIT

LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities	$	18,843		$	18,171
Due to related party		24,000			8,632
Convertible promissory note		60,500			60,500
Derivative liability		1,574,882			1,768,464
Total Liabilities		1,678,225			1,855,767

STOCKHOLDERS' DEFICIT
Preferred stock, par value $0.001, 25,000,000 shares authorized, authorized, none issued and outstanding		-			-
Common Stock, par value $0.001, 850,000,000 shares authorized, 30,432,600 and 29,768,750 shares issued and outstanding, respectively		30,433			29,769
Additional paid-in capital		(719,031	)		(721,984	)
Accumulated deficit		(982,735	)		(1,147,259	)
Total Stockholders' Deficit		(1,671,333	)		(1,839,474	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	6,892		$	16,293

The accompanying notes are an integral part of these financial statements.

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New Media Insight Group, Inc.

Statements of Operations

(Unaudited)

	Three Months Ended
	July 31, 2015			July 31, 2014

REVENUES:	$	-		$	-

OPERATING EXPENSES:
Selling and advertising		-			28,296
Depreciation and amortization		93			25,132
General and administrative		4,341			3,582
Officer salary including payroll taxes		18,487			19,377
Professional fees		4,247			14,566
Travel expenses		-			3,466
Total Operating Expenses		27,168			94,419

OTHER INCOME (EXPENSES)
Interest expenses		(1,890	)		-
Non-operating gain on derivative		193,582			-
Total Other Income (Expenses)		191,692			-

NET INCOME (LOSS)	$	164,524		$	(94,419	)

Basic Income (Loss) per Common Share	$	0.01		$	(0.00	)
Weighted Average Number of Common Shares Outstanding - Basic		30,408,923			29,768,750

Diluted Income (Loss) per Common Share	$	0.00		$	(0.00	)
Weighted Average Number of Common Shares Outstanding - Diluted		84,526,999			29,768,750

The accompanying notes are an integral part of these financial statements.

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New Media Insight Group, Inc.

Statements of Cash Flows

(Unaudited)

	Three Months Ended
	July 31, 2015			July 31, 2014

CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) for the period	$	164,524		$	(94,419	)
Adjustments to reconcile net income (loss) to net cash used in operations:
Depreciation and amortization		93			25,132
Gain on derivative		(193,582	)		-
Changes in operating assets and Liabilities:
Accounts payable and accrued liabilities		672			(5,728	)
Net cash used in operating activities		(28,293	)		(75,015	)

CASH FLOWS FROM INVESTING ACTIVITIES
Net cash provided by (used in) investing activities		-			-

CASH FLOWS FROM FINANCING ACTIVITIES
Advance from (payments to) related party		15,368			(4,321	)
Issuance of common stock for cash		3,617			-
Net cash provided by (used in) financing activities		18,985			(4,321	)

Net decrease in cash and cash equivalents		(9,308	)		(79,336	)
Cash and cash equivalents - beginning of period		15,056			210,099
Cash and cash equivalents - end of period	$	5,748		$	130,763

Supplemental Cash Flow Disclosure:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

Non-cash financing and investing activities:
Share issuance cost	$	138,572		$	-

The accompanying notes are an integral part of these financials.

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New Media Insight Group, Inc.

Notes to Financial Statements

July 31, 2015 and 2014

(Unaudited)

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

New Media Insight Group, Inc. (the "Company") was incorporated on March 29, 2010 in the State of Nevada, U.S.A. Our fiscal year end is April 30. Our administrative offices are located in Cave Creek, AZ.

The Company is a development stage company and operates as an internet marketing business providing clients with the latest in new media and mobile / smart phone payment and advertising solutions. The Company is continuing to pursue and expand upon the same business however, it is in the process of significantly enhancing its product and service offering and is developing new and proprietary technology in the area of mobile payments and online monetization. The Company will specialize in developing Internet and mobile marketing, loyalty, and communication solutions. The Company's mission is to help local merchants connect, communicate and transact with their customers in a more effective way.

The Company has devoted substantially all of its efforts to raising capital, planning and implementing the principal operations. The Company may continue to incur significant operating losses and to generate negative cash flow from operating activities. The Company's ability to eliminate operating losses and to generate positive cash flow from operations in the future will depend upon a variety of factors, many of which it is unable to control.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Interim Financial Statements

The interim financial information referred to above has been prepared and presented in conformity with accounting principles generally accepted in the United States of America (GAAP) applicable to interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. For further information regarding the Company's significant accounting policies, refer to the audited financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended April 30, 2015 filed with the Securities and Exchange Commission on August 13, 2015.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires 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 amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company's periodic filings with the Securities and Exchange Commission include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company.

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Recent Accounting Pronouncements

Management has considered all recent accounting pronouncements issued since the last audit of our financial statements. The Company's management believes that these recent pronouncements will not have a material effect on the Company's financial statements. Any account pronouncements will not effect either going concern or revenue.

NOTE 3. CAPITAL STOCK

Authorized Stock

The Company has authorized 850,000,000 common shares and 25,000,000 preferred shares, both with a par value of $0.001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

Share Issuance

On December 10, 2014, the Company entered into an equity purchase agreement with Premier Venture Partners. Pursuant to the terms of the Equity Purchase Agreement, Premier Venture committed to purchase up to $2,000,000 of our common stock during the Open Period. From time to time during the Open Period, the Company may deliver a drawdown notice to Premier Venture which states the dollar amount that the Company intends to sell to Premier Venture on a date specified in the put notice (the "Put Notice"). The maximum investment amount per notice shall not exceed the lesser of (i) 200% of the average daily trading volume of our common stock on the five trading days prior to the day the Put Notice is received by Premier Venture and (ii) 110% of any previous put amount during the maximum thirty-six (36) month period (however the amount for the preceding (ii) shall never be less than 70,000 shares). The total purchase price to be paid, in connection to the Put Notice, by Premier Venture shall be calculated at a thirty percent (30%) discount to the lowest individual daily volume weighted average price of the common stock of our company during such trading day ("VWAP") of during the five (5) consecutive trading days immediately after the applicable date of the Put Notice, notwithstanding certain provisions pursuant to the Equity Purchase Agreement, less six hundred dollars ($600).

The Company registered 16,397,960 shares in accordance with a certain Registration Rights Agreement and Equity Purchase Agreement, each dated December 10, 2014. The percentage of the total outstanding common stock being registered to be offered by the Selling Security Holders is 35.5% based upon the 46,116,621 common shares if all 16,397,960 were to be issued.

In consideration for the execution and delivery of the Equity Purchase Agreement by Premier Venture, During the three months ended July 31, 2015, the Company issued Premier Venture 71,429 shares of common stock as initial commitment and 459,939 shares of common stock as additional commitment.

On May 1, 2015 the Board of Directors authorized the increase of issue and outstanding shares of the Company's stock by 37,056 for cash of $1,816. The shares are fully paid for and non-assessable and are being issued pursuant to the equity purchase agreement with the Premier Venture Partners, LLC dated December 10, 2014 and the 1st Put Notice dated May 1st, 2015.

On May 8, 2015 the Board of Directors authorized the increase of issue and outstanding shares of the Company's stock by 37,336 for cash of $1,568. The shares are fully paid for and non-assessable and are being issued pursuant to the equity purchase agreement with the Premier Venture Partners, LLC dated December 10, 2014 and the 2nd Put Notice dated May 8th, 2015.

On June 3, 2015 the Board of Directors authorized the increase of issue and outstanding shares of the Company's stock by 58,090 for cash of $2,033. The shares are fully paid for and non-assessable and are being issued pursuant to the equity purchase agreement with the Premier Venture Partners, LLC dated December 10, 2014 and the 3rd Put Notice dated June 3, 2015.

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There were 30,432,600 and 29,768,750 common shares issued and outstanding at July 31, 2015 and April 30, 2015 respectively. There are no preferred shares outstanding.

NOTE 4. PROPERTY AND EQUIPMENT

The following table summarizes the property and Equipment.

	July 31, 2015			April 30, 2015
Property and equipment	$	2,079		$	2,079
Accumulated depreciation		(935	)		(842	)
	$	1,144		$	1,237

During the three months ended July 31, 2015 and 2014, the depreciation was $93 and $132, respectively.

NOTE 5. OPTIONS

The options have been granted in conjunction with an employment agreement. The following table summarizes the options at July 31, 2015

Exercise Prices		Number of Stock Options Outstanding		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price		Actual Number Exercisable		Weighted Average Exercise Price
$	0.75		2,013,500		1.88	$	0.75		504,500	$	0.75
			2,013,500		1.88	$	0.75		504,500	$	0.75

Transactions involving the Company's option issuance are summarized as follows:

	Number of Stock Options		Weighted Average Price Per Share
Outstanding at April 30, 2015		2,013,500	$	0.75
Granted		-		-
Exercised		-		-
Cancel or expired		-		-
Outstanding at July 31, 2015		2,013,500	$	0.75
Options yet to be vested		1,509,000
Options vested at July 31, 2015		504,500

NOTE 6. WARRANTS

The warrants were issued in conjunction with certain common stock offerings. Transactions involving the Company's warrants issuance are summarized as follows:

	Number of Warrants			Weighted Average Price Per Share
Outstanding at April 30, 2015		1,100,000		$	1.00
Granted		-			-
Exercised		-			-
Cancel or expired		(1,100,000	)	$	1.00
Outstanding at July 31, 2015		-			-

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NOTE 7. DERIVATIVE LIABILITY

The Company reviews the terms of equity purchase agreement and the terms of convertible debt issues to determine whether there are embedded derivative instruments, including embedded conversion options, which are required to be bifurcated and accounted for separately as derivative financial instruments. In circumstances where the host instrument contains more than one embedded derivative instrument, including the conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument Bifurcated embedded derivatives are initially recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non-operating income or expense. When the equity or convertible debt instruments contain embedded derivative instruments that are to be bifurcated and accounted for as liabilities, the total proceeds received are first allocated to the fair value of all the bifurcated derivative instruments. The remaining proceeds, if any, are then allocated to the host instruments themselves, usually resulting in those instruments being recorded at a discount from their face value. The discount from the face value of the convertible debt, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to interest expense, using the effective interest method.

Equity purchase agreement with Premier Venture Partners

There is a derivative in the Equity Purchase Agreement. The Company evaluated the terms of the conversion features of the equity purchase agreement in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity's Own Stock and determined it is indexed to the Company's common stock and that the conversion features meet the definition of a liability and therefore bifurcated the conversion feature and accounted for it as a separate derivative liability.

The Company used the following Black-Scholes assumptions in arriving at the fair value of this derivative.

Stock price	$0.055
Expected term	0.36 year
Expected volatility	181.5%
Risk free interest rate	0.08%
Dividend yield	0

The continuity schedule of this derivative is as follows:

Balance -April 30, 2015	$	1,768,464
Fair Value Adjustment		(288,618	)
Balance - July 31, 2015	$	1,479,846

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Convertible Promissory Note with Iconic Holdings

On April 9, 2015, we entered into a 10% Convertible Promissory Note with Iconic Holdings for the amount of $60,500. The irrevocable transfer agent instructions were issued.

The Stock Price shall be equal to 60% of the lowest trading price of the Company's common stock during the 15 consecutive trading days prior to the date on which Holder elects to convert all or part of the Note.

There is a derivative in the loan agreement. Because the warrant values exceeded the note values after the beneficial conversion feature discount, the warrants have been bifurcated out and recorded separately. The initial value was the fair value less the fair value of the debt discount. The difference between the amortized fair value and the revalued fair value at each reporting period is recorded as a derivative liability. This derivative liability will change every reporting period based on the current market conditions.

The Company used the following Black-Scholes assumptions in arriving at the fair value of the warrants.

Stock price	$0.55
Expected term	0.69 year
Expected volatility	213.8%
Risk free interest rate	0.14%
Dividend yield	0

The continuity schedule of this derivative is as follows:

Balance -April 30, 2015	$	-
Derivative Liability		70,924
Fair Value Adjustment		24,112
Balance - July 31, 2015	$	95,036

NOTE 8. DUE TO RELATED PARTY

As at July 31, 2015 and April 30, 2015, the Company was obligated to a director, who is also an officer, for a non-interest bearing demand loan with a balance of $24,000 and $8,632, respectively. Interest is immaterial.

NOTE 9. GOING CONCERN AND LIQUIDITY CONSIDERATIONS

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As at July 31, 2015, the Company had an accumulated deficit of $982,735, and a negative working capital of $1,672,477 and has earned $38,690 in revenues since inception. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern.

The Company depends upon capital to be derived from future financing activities such as subsequent offerings of its common stock or debt financing in order to operate and grow the business. There can be no assurance that the Company will be successful in raising such capital. The key factors that are not within the Company's control and that may have a direct bearing on operating results include, but are not limited to, acceptance of the Company's business plan, the ability to raise capital in the future, the ability to expand its customer base, and the ability to hire key employees to provide services. There may be other risks and circumstances that management may be unable to predict

The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

Except for historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses. Such forward-looking statements include, among others, those statements including the words “expects,” “anticipates,” “intends,” “believes” and similar language. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed herein as well as in the “Description of Business – Risk Factors” section in our Form 10-K, as filed on July 25, 2014. You should carefully review the risks described in our 10-K and in other documents we file from time to time with the Securities and Exchange Commission. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.

Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.

All references in this Form 10-Q (this “Report”) to “company”, “we”, “us”, or “our” are to New Media Insight Group, Inc.

General Overview

On March 11, 2014, our company filed a certificate of change (the “Amendment”) to its Certificate of Incorporation with the Secretary of State of the State of Nevada in order to effectuate a one (1) for two (2) reverse split of our company’s shares of common stock, par value $0.001 per share (“Reverse Split”) and (ii)decrease the number of authorized shares of capital stock of our company to 850,000,000 shares of common stock, par value $0.001 per share. The certificate of change has an effective date of March 24, 2014

On February 24, 2014, holders of a majority of the voting power of the outstanding capital stock of our company authorized the Actions. As a result of the reverse stock split, every two shares of our company’s pre-reverse split common stock will be combined and reclassified into one share of our company’s common stock. No fractional shares of common stock will be issued as a result of the reverse stock split. Stockholders who otherwise would be entitled to a fractional share shall receive the next higher number of whole shares.

These amendments have been reviewed by the Financial Industry Regulatory Authority and have been approved for filing with an effective date of April 7, 2014.

The reverse split became effective with the Over-the-Counter Bulletin Board at the opening of trading on April 7, 2014. Our trading symbol is “NMED”. Our new CUSIP number is 64704U 306.

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Throughout the Form 10-Q, each instance that refers to a number of shares of our common stock, refers to the number of shares of common stock after giving effect to the Reverse Split, unless otherwise indicated.

Our company is continuing to pursue and expand upon the same business however is in the process of significantly enhancing its product and service offering and is developing new and proprietary technology in the area of mobile payments and online monetization. Our company is a development stage company and operates as an internet marketing business providing clients with the latest in new media and mobile / smart phone advertising solutions. We will specialize in developing mobile marketing, loyalty, and communication solutions. Our company’s mission is to help local merchants connect, communicate and transact with their customers in a more effective way.

Effective September 1, 2013, our company entered into an exclusive agency agreement with Paywith Worldwide Inc., pursuant to which our company will market a new and revolutionary product called mCards (mobile cards) throughout the entire United States with exclusivity and ownership in the following territories; Arizona, Colorado, Nevada, Oregon, Utah and Washington. Pursuant to the agreement, our company will generate revenue associated with every mCard transaction that takes place using the mCardNetwork. Under the agreement, our company has not achieved its obligations to Paywith, but will continue its efforts to sign merchant agreements. Discussions with Paywith are ongoing in a solid relationship.

Our company has paid $150,000 to Paywith for the exclusive rights mentioned above.

On April 1, 2013, we entered into an employment agreement with Michael Palethorpe, our sole director and officer, with an effective date of May 1, 2013. Pursuant to the terms of the employment agreement, Mr. Palethorpe will receive compensation of $6,000 per month. The base salary is in the process of being reviewed. Mr. Palethorpe is also entitled to an annual stock option grant equal to 30% of his base salary to be granted at the beginning of the calendar year. The price of the options will be the fair market value of the company’s stock at the time the options are granted and will expire three years after the grant date. Further, Mr. Palethorpe is entitled to receive 2,000,000 stock options upon execution of the employment agreement. These option vest at the rate of 500,000 options every nine months at an exercise price of $0.75 per share and expire three years after the date of issuance. As of the date of this report, we have not yet issued these stock options to Mr. Palethorpe.

On August 8, 2014, and on September 8, 2014 Michael Palethorpe, our sole director and officer, has acquired from two previous stockholders 8,500,000 restricted shares each, for a total of 17,000,000 restricted shares, which gives him a 57.11% ownership of the total outstanding shares.

On December 10, 2014, we entered into an equity purchase agreement with Premier Venture Partners. We agreed to issue and sell to the Investor an indeterminate number of shares of our common stock, par value $0.001 per share up to an aggregate purchase price of Two Million Dollars.

The resale by the Investor of Registrable Securities in an amount not less than 2,000,000 shares of Common Stock (the “Registration Amount”), 71,429 of which shares of Common Stock shall be registered as Initial Commitment Shares.

On February 25, 2015, we entered into an amending agreement with Premier, whereby Premier and we agreed to amend the Equity Purchase Agreement so that the Equity Purchase Agreement terminates upon the occurrence of a material adverse effect as defined in the Purchase Agreement.

On April 9, 2015, we entered in a note purchase agreement with Iconic Holdings, LLC (“Iconic”). Pursuant to this agreement, we sold a convertible promissory note representing the sum of $60,500 to Iconic for $50,000 in cash, $5,000 for due diligence services, and $5,500 as an original issue discount. The note is due April 9, 2016, carries 10% interest per annum and may be converting into common shares of our company at a conversion price of 60% of the lowest trading price of our common stock during the 15 consecutive trading days prior to the date on which holder elects to convert all or part of the note.

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On May 12, 2015, we entered acquisition talks with a sales agency in Canada. If the acquisition goes through they would provide a significant boost in sales in Canada and the USA. Acquisition talks have continued and progress has been made, however no agreement has been reached at this time.

Executive Summary

We work with local merchants and small and medium sized businesses to help them improve their customer loyalty and attract new customers. Our unique mobile and social marketing solutions are designed to engage consumers in transacting using their mobile devices. Our company is virtual in nature, meaning that employees and contractors will primarily work from home, negating the need to retain formal office space. Our services are highly specialized and focus on mobile payments, mobile / smart phone marketing, mobile search engine optimization, as well as social media advertising through Twitter, Facebook, Linked-In, and YouTube. Professional web designers, optimization technicians, and Google AdWord specialists are retained on a contractual basis and as demand requires. Supporting functions such as creative and graphic design work is also included in our portfolio to better service clients. Another aspect of our plan is to better educate our clients and empower them to understand and get the best use out of their Internet marketing spending.

Strategic Initiatives

Fully optimized NMIG website: we are in the late design process to launch our new and fully SEO friendly website. The site will be optimized to rank high on Google, Bing, and Yahoo organic searches in the states of Washington, Oregon, California, Nevada, and Arizona.

Direct Mail Campaign: We will use Direct Mail as a key driver for our geographic marketing and exposure campaigns. The purpose of these campaigns will be to target market merchants and small and medium sized businesses, whose businesses could benefit from our marketing services and communications technology.

Telemarketing: We are looking to engage an outside telemarketing agency to help with our lead generation and sales of our services to local merchants. This organization’s responsibilities will be to reach the manager, owner or decision maker at a merchant location and set up appointments for one of our reps to do a more in depth presentation of our services and local marketing platforms and solutions.

Mobile / Smart Phone Advertising: Our company is deeply involved in an effort to expand our services to include smart phone marketing. The exponential growth of smart phone use and its related marketing potential is unprecedented, and NMIG is now positioned to capitalize on this irresistible trend. We are looking to engage an outside agency to work with to create an exclusive “Mobile Application” which our merchants can use as a “Mobile Rewards and Marketing” application. We are currently in discussions with a number of strong mobile development companies and are in the final stages of selecting our partner for this initiative.

Results of Operations

The following summary of our results of operations should be read in conjunction with our audited financial statements for the year ended April 30, 2015.

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Our operating results for the three month periods ended July 31, 2015 and 2014 are summarized as follows:

	Three Months Ended July 31,
	2015		2014
Revenue	$	-	$	-
Operating Expenses	$	27,168	$	94,419
Other Income	$	191,692	$	-
Net Income (Loss)	$	164,524	$	(94,419	)

Revenue

Our company earned its initial revenues starting in the third quarter of the fiscal year ended April 30, 2011. The revenues were from the sale of website designs, search engine optimization programs, and viral social media marketing campaigns, and were recognized upon the completion of these programs. We earned revenues of $0 for the three months ended July 31, 2015 compared to revenues of $0 for the three months ended July 31, 2014. No revenues in 2015 can be attributed to a conscious decision on the part of our directors to retrench their efforts and spend the requisite time needed to both understand and exploit the burgeoning use of mobile technology. Until our re-sharpened efforts gain traction, growth will remain slow.

Expenses

Our total expenses for the three month periods ended July 31, 2015 and 2014 are outlined in the table below:

	Three Months Ended July 31,
	2015		2014
Selling and Advertising	$	-		28,296
General and administrative	$	4,341		3,582
Officer Salary	$	18,487		19,377
Amortization/Depreciation	$	93		25,132
Travel Cost	$	-		3,466
Professional fees	$	4,247		14,566
Total	$	27,168		94,419

Expenses for the three month period ended July 31, 2015 decreased by $67,251 substantially compared to the comparative period in 2014. The decreases for the three month period ended July 31, 2015 were primarily as a result of significant decreases in selling and advertising cost, travel costs, professional fees and amortization due to intangible assets fully amortized during the year ended April 30, 2015.

Liquidity and Financial Condition

Working Capital

	At			At
	July 31,			April 30,
	2015			2015			Change
Current Assets	$	5,748		$	15,056		$	(9,308	)
Current Liabilities	$	1,678,225		$	1,855,767		$	(177,542	)
Working Capital (Deficit)	$	(1,672,477	)	$	(1,840,711	)	$	168,234

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Cash Flows

	Three Months Ended July 31,
	2015			2014
Net Cash Provided By (Used In) Operating Activities	$	(28,293	)	$	(75,015	)
Net Cash Used by Investing Activities	$	-		$	-
Net Cash Provided By (Used In) Financing Activities	$	18,985		$	(4,321	)
Net Increase (Decrease) in Cash During the Period	$	(9,308	)	$	(79,336	)

We require additional funds to fund our budgeted expenses in the near future. There is no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on their investment in our common stock. Further, we may continue to be unprofitable. Additionally, there is no assurance that any party will advance additional funds to us in order to enable us to sustain our plan of operations or to repay our liabilities.

Liquidity and Capital Resources

Growth of our operations will be based on our ability to internally finance from cash flow and raise equity and/or debt to increase sales and production. Our primary sources of liquidity are: (i) cash from sales of our services; and (ii) financing activities. Our cash balance as of July 31, 2015 was $5,748.

Limited Operating History; Need for Additional Capital

The report of our auditors on our audited financial statements for the fiscal year ended April 30, 2015, contains a going concern qualification as we have suffered losses since our inception. We have minimal assets and have not yet established an ongoing source of revenues sufficient to cover our operating costs and allow it to continue as a going concern. Unless and until we commence material operations and achieve material revenues, we will remain dependent on financings to continue our operations.

There is no historical financial information about us on which to base an evaluation of our performance. We are a development stage company and have not generated revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to the price and cost increases in and services.

At present, we do not have enough cash on hand to cover operating costs for the next 12 months. If we are unable to meet our needs for cash from either the money that we raised from our offering, or possible alternative sources, then we may be unable to continue, develop, and expand our operations. There are also no plans or expectations to acquire or sell any plant or plant equipment in the first full year of operations.

Plan of Operation and Cash Requirements

Our company began selling its services in December 2010. Our company received no revenues since 2014, primary due to a decision on the part of the directors to retrench and devote a lot of their energies toward the development of smart phone marketing initiatives. Our company is now the exclusive agent of an internet based marketing platform. Our plan of action over the next twelve months is to diligently market and promote the platform, to develop promotional materials for the platform, and participate in trade shows and exhibitions. The success of our operations will be based on our ability to grow by financing the operation through internal cash flow or to raise funds through equity and/or debt financing to invest in marketing and sales of our services. Our company has not been able to generate adequate capital in this challenging market for credit. If the company does not secure additional funding some of our marketing plans will have to be delayed. The availability of future equity and/or debt financings remains uncertain.

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We expect to continue a number of marketing initiatives that we started last quarter including the following:

	•	Continued development of a fully optimized website
	•	Embrace the use and expansion of mobile marketing technology
	•	Extensive social media marketing including the leveraging of Facebook, Twitter, LinkedIn, and You Tube
	•	Facebook( https://www.facebook.com/pages/New-Media-Insight-Group/136275216429613)
	•	Twitter (http://twitter.com/NMIGroup)
	•	You Tube (http://www.youtube.com/user/NewMediaInsightGroup)
	•	Continued recruitment of talent (Craigslist listing)
	•	Networking for sales leads at local Seattle and Portland technology events

As our business is a marketing and advertising company we are able to complete most of our marketing initiatives without incurring additional outside expenses by completing the work internally hence being able to keep our advertising and marketing costs to a minimum. Over the next 12 months, we anticipate that our company will not require additional funds to meet our working capital requirements. In the event that we need additional funds in addition to the cash on hand, we will endeavor to proceed with our plan of operations by locating alternative sources of financing.

We do not anticipate hiring any staff during the next 12 months of operation, and will rely on the services of our officers and directors and outside contractors.

If we are unable to increase sales and cash flow we do not have sufficient working capital to implement our strategy for the next 12 months. This could cause us to curtail or suspend our operations and may eventually cause our business to fail.

Going Concern

As of the three month period ended July 31, 2015, our company has a gain of $164,524 and an accumulated deficit of $982,735. Our company intends to fund operations through operational cash flow and equity/debt financing arrangements. These sources may be insufficient to fund its capital expenditures, working capital and other cash requirements for the future. In response to these problems, management intends to raise additional funds through increased sales and public or private placement offerings. These factors, among others, raise substantial doubt about our company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

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Critical Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires 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 amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s periodic filings with the Securities and Exchange Commission include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company.

Recent Accounting Pronouncements

Management has considered all recent accounting pronouncements issued since the last audit of our consolidated financial statements. Our company’s management believes that these recent pronouncements will not have a material effect on our company’s consolidated financial statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “small reporting company”, we are not required to provide the information required by this Item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our senior management, including our chief executive officer and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer), we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this quarterly report on Form 10-Q (the “Evaluation Date”). Based on this evaluation, our chief executive officer and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer) concluded as of the Evaluation Date that our disclosure controls and procedures were effective such that the information relating to us, required to be disclosed in our SEC reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our chief executive officer and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer), as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Controls

During the quarter covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our company.

ITEM 1A. RISK FACTORS

As a “small reporting company”, we are not required to provide the information required by this Item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

Exhibit	Description
Number

(3)	(i) Articles of incorporation, (ii) Bylaws

3.1	Articles of Incorporation (incorporated by reference to our Registration Statement on Form S-1 filed on July 19, 2010 as Exhibit 3.1).

3.3	Bylaws (incorporated by reference to our Current Report on Form 8-K filed on July 8, 2011 as Exhibit 3.1)

(10)	Material Contracts

10.1	Employment Agreement dated April 1, 2013 between our company and Michael Palethorpe (incorporated by reference to our Registration Statement on Form S-1 filed on January 13, 2015 as Exhibit 10.4).

10.2	Exclusive Agent Agreement dated September 1, 2013 between our company and Paywith Worldwide Inc. (incorporated by reference to our Current Report on Form 8-K filed on September 3, 2013 as Exhibit 10.1).

10.3	Amending Agreement dated May 1, 2014 between our company and Michael Palethorpe (incorporated by reference to our Registration Statement on Form S-1 filed on January 13, 2015 as Exhibit 10.5).

10.4	Equity Purchase Agreement dated December 10, 2014 between our company and Premier Venture Partners, LLC (incorporated by reference to our Current Report on Form 8-K filed on December 17, 2014 as Exhibit 10.1).

10.5	Registration Rights Agreement dated December 10, 2014 between our company and Premier Venture Partners, LLC (incorporated by reference to our Current Report on Form 8-K filed on December 17, 2014 as Exhibit 10.2).

10.6	Note Purchase Agreement dated April, 9, 2015 between our company and Iconic Holdings, LLC.*

10.7	Convertible Promissory Note dated April, 9, 2015 between our company and Iconic Holdings, LLC.*

(14)	Code of Ethics

14.1	Code of Ethics (Incorporated by reference to our Annual Report on Form 10-K filed on July 29, 2011).

(31)	Rule 13a-14(d)/15d-14(d) Certifications

31.1*	Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer

(32)	Section 1350 Certifications

32.1*	Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer

101**	Interactive Data Files
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

*	Filed herewith

**	Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.

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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 thereunto duly authorized.

	NEW MEDIA INSIGHT GROUP, INC.


Dated: September 21, 2015	By:	/s/Michael Palethorpe
		Michael Palethorpe
		President, Chief Executive Officer, Chief Financial Officer, Secretary and Director
		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

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