UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
(Amendment No. 1)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2015
or
o 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 000-55298
Mike the Pike Productions, Inc. | |
(Exact name of registrant as specified in its charter) | |
Wyoming | 47-2131970 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
9419 East San Salvador, Suite 105-B8, Scottsdale, AZ | 85258 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (310) 986-2734 |
___________________________________________________________________________ (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 o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, 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 o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o | Accelerated filer o |
Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
As of May 20, 2015, the Registrant has 2,242,000,000 shares of common stock outstanding.
Page(s) | |||
Part I. | 3 | ||
Item 1. | 3 | ||
4 | |||
5 | |||
6 | |||
7 | |||
8 - 13 | |||
Item 2. | 14 | ||
Item 3. | 15 | ||
Item 4. | 15 | ||
Part II. | 16 | ||
Item 1. | 16 | ||
Item 1A. | 16 | ||
Item 2. | 16 | ||
Item 3. | 16 | ||
Item 4. | 16 | ||
Item 5. | 16 | ||
Item 6. | 16 | ||
17 |
Table of Contents | Page |
Financial Statements: | |
Consolidated Balance Sheets at March 31, 2015 (Unaudited) and December 31, 2014 | 4 |
Consolidated Statements of Operations for the Three Months Ended March 31, 2015 and March 31, 2014 (Unaudited) | 5 |
Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2015 and March 31, 2014 (Unaudited) | 6 |
Consolidated Statements of Changes in Stockholders’ Deficit for the Year Ended December 31, 2014 and Three Months Ended March 31, 2015 (Unaudited) | 7 |
Notes to Consolidated Financial Statements | 8 to 13 |
Mike The Pike Productions, Inc.
MARCH 31, | DECEMBER 31, | |||||||
2015 | 2014 | |||||||
ASSETS | (Unadited) | |||||||
Current Assets | ||||||||
Cash | $ | - | $ | - | ||||
Total Current Assets | - | - | ||||||
Fixed Assets | ||||||||
Furniture and equipment net of depreciation | 270 | 360 | ||||||
Other Assets | ||||||||
Intangible asset, net of amortization (Note 4) | 337,499 | 344,883 | ||||||
Investment in Partnership (Note 10) | 45,783 | 45,783 | ||||||
Total Other Assets | 383,282 | 390,616 | ||||||
TOTAL ASSETS | $ | 383,552 | $ | 390,976 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUTIY (DEFICIT) | ||||||||
LIABILITIES | ||||||||
Current Liabilities | ||||||||
Cash Overdraft | $ | 4,987 | $ | 5,229 | ||||
Accounts Payable | 6,000 | 6,000 | ||||||
Accrued Taxes Payable | 9,404 | 9,404 | ||||||
Accrued Interest Payable | 373,436 | 351,742 | ||||||
Accrued Salaries ( Note 5) | 135,000 | 120,000 | ||||||
Due to related party (Note 9) | 111,895 | 103,744 | ||||||
Notes Payable (Note 6) | 809,060 | 809,060 | ||||||
Derivative Liability | 701,556 | 701,556 | ||||||
Total Current Liabilities | 2,151,338 | 2,106,735 | ||||||
TOTAL LIABILITIES | 2,151,338 | 2,106,735 | ||||||
STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
Preferred Stock, $.001par value 100,000,000 Authorized 2,253,999 Issued and Outstanding at March 31, 2015 and December 31, 2014. | 2,253 | 2,253 | ||||||
Common Stock, $.001 par value 2,249,000,000 Authorized 2,242,000,000 Issued and Outstanding at March 31, 2015 and December 31, 2014. | 2,242,000 | 2,242,000 | ||||||
Additional paid-in-capital | (997,433 | ) | (998,933) | ) | ||||
Accumulated deficit | (3,014,606 | ) | (2,961,079) | ) | ||||
Total Stockholders’ Equity (Deficit) | (1,767,786 | ) | (1,715,759) | ) | ||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ | 383,552 | $ | 390,976 |
The accompanying notes are an integral part of these financial statements.
Mike The Pike Productions, Inc.
For The Three Months Ended March 31, 2015 and 2014
(Unaudited)
2015 | 2014 | |||||||
REVENUES: | $ | - | $ | - | ||||
Total Revenues | - | - | ||||||
OPERATING EXPENSES: | ||||||||
General and Administrative: | ||||||||
Amortization and depreciation | 7,423 | 7,423 | ||||||
Salaries | 15,000 | 16,618 | ||||||
Professional Fees | 6,305 | 2,500 | ||||||
Other General and administrative expense | 3,104 | 2,995 | ||||||
Total Operating Expenses | 31,832 | 29.537 | ||||||
Net operating loss | (31,832 | ) | (29,537) | ) | ||||
OTHER INCOME (EXPENSE) | ||||||||
Finance and interest fees | (21,695 | ) | (20,832) | ) | ||||
Loan Discounts | - | (6,250) | ) | |||||
NET INCOME (LOSS) | $ | (53,527 | ) | $ | (56,619) | ) | ||
Basic and Diluted Loss per Common Share | $ | (0.00 | ) | (0.00) | ) | |||
Weighted Average Number of Common Shares Outstanding | 2,242,000,000 | 2,146,000,000 |
The accompanying notes are an integral part of these financial statements.
Mike The Pike Productions, Inc.
For The Three Months Ended March 31, 2015 and 2014
(Unaudited)
2015 | 2014 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
Net loss for the period | $ | (53,527 | ) | $ | (56,619 | ) | ||
Adjustments to reconcile net loss to net cash provided | ||||||||
By operating activities: | ||||||||
Amortization | 7,333 | 7,333 | ||||||
Depreciation | 90 | 90 | ||||||
Capital contribution of rent | 1,500 | 1,500 | ||||||
Discounts on potential loan conversions | 6.250 | |||||||
Changes in operating assets and Liabilities: | ||||||||
Increase/ (decrease) in cash overdraft | (241) | 3,018 | ||||||
Increase/ (decrease) in accounts payable | - | - | ||||||
Increase/ (decrease) in accrued salaries | 15,000 | 15,000 | ||||||
Increase/ (decrease) in accrued interest payable | 21,695 | 20,833 | ||||||
Net cash used in operating activities | (8,150) | 2,595 | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
Payments to partnership | - | (800) | ||||||
Net cash provided by (used in) investing activities | - | (800) | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
Proceeds from loans from stockholder | 8,150 | 800 | ||||||
Proceeds from common stock sales | - | - | ||||||
Net cash provided by (used in) financing activities | 8.150 | 800 | ||||||
Net increase (decrease) in cash and cash equivalents | - | (2,595) | ||||||
Cash and cash equivalents - beginning of period | - | 2,595 | ||||||
Cash and cash equivalents - end of period | $ | - | $ | - | ||||
Interest Paid | - | - | ||||||
Income Taxes Paid | - | - |
The accompanying notes are an integral part of these financial statements.
Mike The Pike Productions, Inc.
For The Year Ended December 31, 2014 and Three Months Ended March 31, 2015
Preferred Shares | Common Stock | Additional Paid-In | Accumulated | Total Stockholders' | ||||||||||||||||||||||||
Shares | Value | Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||
Balance - December 31, 2013 | 2,378,999 | $ | 2,378 | 2,146,000,000 | $ | 2,146,000 | $ | (933,058 | ) | $ | (2,679,451 | ) | $ | (1,464,431 | ) | |||||||||||||
Contribution of Rent | 6,000 | 6,000 | ||||||||||||||||||||||||||
Issuance of common stock for services | 96,000,000 | 96,000 | (72,000) | (24,000) | ||||||||||||||||||||||||
Retirement of Preferred Shares | (125,000 | ) | (125) | 125 | ||||||||||||||||||||||||
Net Loss December 31, 2014 | (281,628 | ) | (281,628) | |||||||||||||||||||||||||
Balance - December 31, 2014 | 2,253,999 | $ | 2,253 | 2,242,000,000 | $ | 2,242,000 | $ | (998,933 | ) | $ | (2,961,079 | ) | $ | (1,715,759) | ||||||||||||||
Contribution of Rent | 1,500 | 1,500 | ||||||||||||||||||||||||||
Net Loss March 31, 2015 | (53,527 | ) | (53,527) | |||||||||||||||||||||||||
Balance - March 31, 2015 (Unaudited) | 2,253,999 | $ | 2,253 | 2,242,000,000 | $ | 2,242,000 | $ | (997,433) | $ | (3,014,606) | $ | (1,767,786) |
The accompanying notes are an integral part of these financial statements.
Mike The Pike Productions, Inc.
March 31, 2015 and 2014
(Unaudited)
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
A. ORGANIZATION AND OPERATIONS
Mike The Pike Productions, Inc. (the “Company”) is the successor entity to the business of Pine Ridge Holdings Inc. a corporation formed in Nevada in 2001.
Prior to August, 2009 the Company was a Nevada corporation named Pine Ridge Holdings, Inc. engaged in the business of providing energy generation products. On April 24th 2009 Kevin May resigned and transferred ownership of shares to Mark B. Newbauer who was appointed President and CEO. On August 5th, 2009, the name was changed from Pine Ridge Holdings, Inc. to Mike The Pike Productions, Inc.
On December 6, 2009, the Company acquired all of the assets of Mike The Pike Productions, Inc. of Wyoming in exchange for 10,000,000 restricted shares of common stock. Concurrently with the Acquisition, the management of the Wyoming Corporation took control of the Board of Directors of the Company and the assets of the Company related to the energy business were spun-off to entity controlled by the previous management of the Company. On October 5, 2010 a merger was formed to re-domicile the company in Wyoming and Mike The Pike Productions, Inc. survived the merger as a Wyoming Company.
B. PRINCIPALS OF CONSOLIDATION
These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries St. James Films LLC incorporated in the state of Nevada and ServeNation, Inc. (inactive) and 50% interest in Spokefish Publishing, LLP. All material inter-company balances and transactions were eliminated upon consolidation.
C. BASIS OF ACCOUNTING
The Company utilizes the accrual method of accounting, whereby revenue is recognized when earned and expenses when incurred. The financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information. As such, the financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and these adjustments are of a normal recurring nature.
D. USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.
E. CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash on hand; cash in banks and any highly liquid investments with maturity of three months or less at the time of purchase. The Company maintains cash and cash equivalent balances at several financial institutions, which are insured by the Federal Deposit Insurance Corporation up to $250,000.
F. COMPUTATION OF EARNINGS PER SHARE
Net income per share is computed by dividing the net income by the weighted average number of common shares outstanding during the period. Due to the net loss, the options and stock conversion of debt are not used in the calculation of earnings per share because the stock conversions and options are considered to be antidilutive.
G. INCOME TAXES
The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
The Company’s management has reviewed the Company’s tax positions and determined there were no outstanding, or retroactive tax positions with less than a 50% likelihood of being sustained upon examination by the taxing authorities, therefore the implementation of this standard has not had a material effect on the Company.
H. REVENUE RECOGNITION
Revenue for license fees is recognized upon the execution and closing of the contract for the amount of the contract. Contract fees are generally due based upon various progress milestones. Revenue from contract payments are estimated and accrued as earned. Any adjustments between actual contract payments and estimates are made to current operations in the period they are determined.
I. FAIR VALUE MEASUREMENT
The Company determines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation. The carrying amounts reported in the balance sheet for cash, accounts receivable, inventory, accounts payable and accrued expenses, and loans payable approximate their fair market value based on the short-term maturity of these instruments.
Fair value measurements are determined based on the assumptions that market participants would use in pricing an asset or liability. US GAAP establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. The established fair value hierarchy prioritizes the use of inputs used in valuation methodologies into the following three levels:
● | Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets. A quoted price in an active market provides the most reliable evidence of fair value and must be used to measure fair value whenever available. |
● | Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. |
● | Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. For example, level 3 inputs would relate to forecasts of future earnings and cash flows used in a discounted future cash flows method. |
J. STOCK-BASED COMPENSATION
The Company measures and recognizes compensation expense for all share-based payment awards made to employees, consultants and directors including employee stock options based on estimated fair values. Stock-based compensation expense recognized for the three months ended March 31, 2015 and 2014 was $0 and $0 respectively. Stock-based compensation expense recognized during the period is based on the value of the portion of share-based payment awards that vest during the period.
Share-based compensation expense recognized in the Company’s consolidated statement of operations for the years ended December 31, 2014 included compensation expense for share-based payment awards granted in December 31, 2014.
K. SALES AND ADVERTISING
The costs of sales and advertising are expensed as incurred. Sales and advertising expense was $0 and $0 for the three months ended March 31, 2015 and 2014, respectively.
L. NEW ACCOUNTING PRONOUNCEMENTS
The Company reviews new accounting standards as issued. No new standards had any material effect on these financial statements. The accounting pronouncements issued subsequent to the date of these financial statements that were considered significant by management were evaluated for the potential effect on these consolidated financial statements. Management does not believe any of the subsequent pronouncements will have a material effect on these consolidated financial statements as presented and does not anticipate the need for any future restatement of these consolidated financial statements because of the retro-active application of any accounting pronouncements issued subsequent to March 31, 2015 through the date these financial statements were issued.
M. FURNITURE AND EQUIPMENT
Furniture and equipment are recorded at costs and consists of furniture and fixtures, computers and office equipment. We compute depreciation using the straight-line method over the estimated useful lives of the assets. Expenditures for major betterments and additions are charged to the property accounts, while replacements, maintenance, and repairs that do not improve or extend the lives of the respective assets are charged to expense.
N. INTELLECTUAL PROPERTY
Intangible assets (intellectual property) are recorded at cost and are amortized over the estimated useful life of the asset. Management evaluates the fair market value to determine if the asset should be impaired at the end of each year.
O. IMPAIRMENT OF LONG-LIVED ASSETS
The Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life.
Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances.
An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.
NOTE 2 - 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. At March 31, 2015, the Company had a loss from operations, for the three months ended, of $53,527, an accumulated deficit of $3,014,606 and negative working capital of $2,151,338 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.
NOTE 3 – PROPERTY AND EQUIPMENT
Property and equipment at March 31, 2015 and December 31, 2014 consists of the following:
March 31, 2015 (Unaudited) | December 31, 2014 | |||||||
Furniture and Fixtures | $ | 1,800 | $ | 1,800 | ||||
Less: Accumulated Depreciation | (1,530 | ) | (1,440 | ) | ||||
Net Property and Equipment | $ | 270 | $ | 360 |
Depreciation expense for the year ended March 31, 2015 and December 31, 2014 was $90 and $360 respectively. Property and equipment are recorded at cost. Depreciation is computed on the straight-line method, based on the estimated useful lives of the assets of 5 years.
NOTE 4 – INTANGIBLE ASSETS
Intangible Assets at March 31, 2015 and December 31, 2014 consists of the following:
(Unaudited) March 31, 2015 | December 31, 2014 | |||||||
Intangible Assets | $ | 439,999 | $ | 439,999 | ||||
Less: Accumulated Amortization | (102,500 | ) | (95,166 | ) | ||||
Net Intangible Assets | $ | 337,499 | $ | 344,883 |
The Company invests in various intellectual properties such as short stories and novels to be developed into future movie projects. By definition these intangible assets are amortized over a 15 year period. Amortization expense for the three months ended March 31, 2015 and December 31, 2014 was $7,333 and $29,333 respectively. At March 31, 2015, the Company has determined that the intangible asset should not be impaired.
NOTE 5 – ACCRUED COMPENSATION
The Company has entered into an employment agreement with its CEO to pay him an annual salary of $60,000. This salary of $15,000 was accrued for the three months ended March 31, 2015 and $60,000 for the year ended December 31, 2014.
NOTE 6 –NOTES AND OTHER LOANS PAYABLE
On January 30, 2012 the company agreed to pay Saint James Films $100,000 in the form of a convertible promissory note with a term of one year at 10 % interest compounded semiannual. In July of 2013 the Company signed a promissory note for $25,000 with William Eilers, an attorney providing various legal services. The note becomes due on August 8, 2014 and carries a per annum interest rate of 14%. Beginning in 2011 the Company entered into a series of $7,500 with Shaun Deidrich that total $90,000. They are demand notes carrying an 8% per annum interest rate. The company currently has convertible notes totaling $594,060 due to New Opportunity Business Solutions:
The following schedule is Notes Payable at March 31, 2015 and December 31, 2014:
Description | March 31, 2015 | December 31, 2014 | ||||||
Convertible note payable, due January 27, 2013; interest at 10% | $ | 100,000 | $ | 100,000 | ||||
Convertible note payable due August 8, 2014; interest at 14% | 25,000 | 25,000 | ||||||
Convertible note payable due January 12, 2013; interest at 8% | 90,000 | 90,000 | ||||||
Convertible note payable due December 27, 2009; interest at 15% | 200,000 | 200,000 | ||||||
Convertible note payable due December 27, 2010; interest at 12% | 194,060 | 194,060 | ||||||
Convertible note payable due December 27, 2011; interest at 12% | 200,000 | 200,000 | ||||||
Total notes payable | $ | 809,060 | $ | 809,060 |
All the above loans are in default.
The Company evaluated the terms of the notes in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity’s Own Stock and determined that the underlying common stock is indexed to the Company’s common stock. The Company determined 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 evaluated the conversion feature for a beneficial conversion feature. The effective conversion price was compared to the market price on the date of the note and was deemed to be less than the market value of underlying common stock at the inception of the note. Therefore, the Company recognized a beneficial conversion feature, to the extent of the note, and applied as a debt discount to the Convertible Notes Payable and amortized to interest expense over the terms of the note.
The features of the notes resulted in the recognition of a derivative liability. The Company valued the features using the Black-Scholes Model, which resulted in a possible liability of $701,556 at March 31, 2015
Assumptions used in the derivative valuation were as follows:
Weighted Average: | ||||
Dividend rate | 0.0 | % | ||
Risk-free interest rate | .13 | % | ||
Expected lives (years) | 1.0 | |||
Expected price volatility | 8.46 | % | ||
Forfeiture Rate | 0.0 | % |
As of March, 31, 2015 and December 31, 2014 the derivative liability consists of the following:
March 31, 2015 | December 31, 2014 | |||||||
Beginning Derivative Liability | $ | 701,556 | $ | 700,276 | ||||
Components: | ||||||||
Change in derivative liability | 1280 | |||||||
Ending derivative liability | $ | 701,556 | $ | 701,556 |
NOTE 7 –STOCKHOLDERS’ EQUIY/(DEFICIT)
AUTHORIZED SHARES & TYPES
The Company has authorized 100,000,000 shares of preferred stock at a par value of $0.001 at December 31, 2014.
The Company has authorized 2,249,000,000 shares of common stock at a par value of $0.001 at December 31, 2014.
The Company relies on capital raised through loans, private placement memorandums to assist in the funding of operations.
During the year ended December 31, 2014, the Company issued 96,000,000 shares of restricted common stock, to Soellingen Advisory Group, Inc. for consulting fees. There was a charge of $24,000 expensed to professional fees and $72,000 charged to Additional Paid in Capital with no impact on the Stockholders’ deficit.
During the year ended December 31, 2014, the Company received 125,000 preferred shares and retired them adding $125 to Paid in Capital.
NOTE 8 – INCOME TAXES
Deferred tax assets arising as a result of net operation loss carry forwards have been offset completely by a valuation allowance due to the uncertainty of their utilization in future periods.
Based on its evaluation, the Company has concluded that there are no significant uncertain tax positions requiring recognition in its financial statements. The Company’s evaluation was performed for the tax years ended December 31, 2014 and 2013 for U.S. Federal Income Tax and for the State of Wyoming.
The Company has net operating loss carry forwards in the amount of approximately $2,961,080 that will expire beginning in 2024. The deferred tax assets including the net operating loss carry forward tax benefit of $2,961,080 total $917,200 which is offset by a valuation allowance. The other deferred tax assets include accrued officer compensation, stock based compensation, and amortization.
The Company follows the provisions of uncertain tax positions. The Company recognized approximately no increase in the liability for unrecognized tax benefits.
The Company has no tax position at December 31, 2014 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.
The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the periods presented. The Company had no accruals for interest and penalties at March 31, 2015. The open tax years are from 2009 through 2014.
NOTE 9 – RELATED PARTY TRANSACTIONS
During the three months ended March 31, 2015 and 2014, the Company’s CEO had advanced $8,150 and $800, respectively of personal funds. As of March 31, 2015 and December 31, 2014 the Company owed the CEO $111,895 and $103,744 respectively.
NOTE 10 – INVESTMENT IN PARTNERSHIP
Commencing in 2010 the Company entered into a Partnership with Spoke Lane Entertainment which publishes graphic novel assets toward sales and film rights/screen adaptations. The Company provided $0 funds for the three months ended March 31 2015 and $3,700 for the year ended December 31, 2014 to pay various operating expenses. As of March 31, 2015 and December 31, 2014 the Company has invested $45,783. At March 31, 2015, the Company has determined that the investment should not be impaired.
NOTE 11 - COMMITMENTS
Office space for the Company has been provided by Mr. Newbauer, a stockholder and CEO as a capital contribution in the amount of $1,500 for the three months ended March 31, 2015 and 2014 respectively.
Certain literary rights were purchased on behalf of the Company on September 3rd, 2014 and the rights were assigned to the third party responsible for said purchase in exchange for passive participation in exploitation of the rights. The third party entity controls the rights of which the Company will receive 12.5% of net proceeds, if any, from exploitation of rights, if any, by the third party entity. The Company has a passive stake in the proceeds, if any, and is not required to fulfill any further objectives or conditions otherwise to secure its position. The Company will request Quarterly statements from the third party entity to ensure accountability throughout the relationship
NOTE 12 - SUBSEQUENT EVENTS
Management has evaluated subsequent events through the dates the financial statements were issued. Based upon our evaluation no events have occurred requiring adjustment to or additional disclosure in the financial statements.
This Management’s Discussion and Analysis includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: “believe,” “expect,” “estimate,” “anticipate,” “intend,” “project,” “will,” “should” and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this Form 10-Q. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions. We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise.
Our financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.
In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to "common stock" refer to the common shares in our capital stock.
As used in this Quarterly Report, the terms "we," "us," “Company,” "our" and "Mike the Pike" mean Mike the Pike Productions, Inc. unless otherwise indicated.
THERE IS SUBSTANTIAL UNCERTAINTY ABOUT OUR ABILITY TO CONTINUE OUR OPERATIONS AS A GOING CONCERN.
Results of Operations
Our results of operations are presented below:
Results of Operations for the Three Months Ended March 31, 2015 compared to the Three Months Ended March 31, 2014.
Revenue for the three months ended March 31, 2015 and 2014 was $-0- and $-0-, respectively.
General and administrative expenses for the three months ended March 31, 2015 were $31,832 and $29,537 for the three months ended March 31, 2014.
Interest expense and financing costs for the three months ended March 31, 2015 and 2014 were $21,695 and $20,832 respectively.
Liquidity and Capital Resources
As of March 31, 2015 we had $-0- in cash and $383,552 in total assets, and $2,151,338 in total liabilities as compared to $-0- in cash, and $390,976 in total assets, and $2,106,735 in total liabilities as of December 31, 2014.
We are dependent on our revenues for cash flow, as we have minimized cash flow requirements through equity or debt financing. However, as we intend to expand operations, it is likely that we will require cash flow from financing in the future which could affect our ability to become cash flow positive.
For the three months ending March 31, 2015 we used net cash of $8,150 in operating activities, compared to net cash of $2,595 provided by operating activities for the three months ending December 31, 2014.
During the three months ended March 31, 2015, net cash of $8,150 was provided by financing activities compared to net cash of $800 provided by financing activities for the three months ended March 31, 2014.
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.
Inflation
The amounts presented in the financial statements do not provide for the effect of inflation on our operations or financial position. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this item.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
As required by Rule 13a-15(e), our management has carried out an evaluation, with the participation and under the supervision of Mark Newbauer our President and James DiPrima, our Principal Accounting Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as of March 31, 2015. Based upon, and as of the date of this evaluation, Mark Newbauer and James DiPrima determined that our disclosure controls and procedures were not effective at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
During the fiscal quarter ended March 31, 2015, there were no changes in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm business. We are currently not aware of any such legal proceedings or claims that will have, individually or in the aggregate, a material adverse affect on our business, financial condition or operating results.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this item.
None.
None.
Not applicable to our operations.
None.
ITEM 6. EXHIBITS
Exhibit No. | Exhibit Description | |
3.1 | Articles of Incorporation of Reflexor, Inc. filed May 24, 1996 (incorporated by reference to Exhibit 3.1 to the Form 10-12G filed with the SEC on October 27, 2014) | |
3.2 | Certificate of Amendment of Pine Ridge Holdings, Inc., changing its name to Mike the Pike Productions, Inc., dated June 8, 2009 (incorporated by reference to Exhibit 3.2 to the Form 10-12G filed with the SEC on October 27, 2014) | |
3.3 | Articles of Incorporation of Mike the Pike Merger Sub, Inc. (WY), dated September 29, 2010 (incorporated by reference to Exhibit 3.3 to the Form 10-12G filed with the SEC on October 27, 2014) | |
3.4 | Articles of Merger between Mike the Pike Productions, Inc. (NV) and Mike the Pike Merger Sub, Inc. (WY), dated October 10, 2010 (incorporated by reference to Exhibit 3.4 to the Form 10-12G filed with the SEC on October 27, 2014) | |
3.5 | Bylaws of the Company (incorporated by reference to Exhibit 3.5 to the Form 10-12G filed with the SEC on October 27, 2014) | |
31.1 | ||
31.2 | ||
32.1 | ||
32.2 |
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 Extension Labels Linkbase Document * | |
101.PRE † | XBRL Taxonomy Extension Presentation Linkbase Document * |
* Filed herewith.
† In accordance with SEC rules, this interactive data file is deemed “furnished” and not “filed” for purposes of Sections 11 or 12 of the Securities Act of 1933 and Section 18 of the Securities and Exchange Act of 1934, and otherwise is not subject to liability under those sections or acts.
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.
Mike the Pike Productions, Inc. | |
Date: May 29, 2015 | By: /s/ Mark Newbauer |
Mark Newbauer | |
Chief Executive Officer (Principal Executive Officer) | |
Date: May 29, 2015 | By: /s/ James DiPrima |
James DiPrima | |
Chief Financial Officer (Principal Financial and Accounting Officer) |
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