UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of The Securities Act
of 1934
For the quarterly period ended: December 31, 2003
[ ] Transition Report under Section 13 or 15(d) of the Exchange Act
For the Transition period from __________ to __________
Commission file number: 333-81520
MEDIATELEVISION.TV, INC.
(Exact name of small business issuer as specified in its charter)
Delaware 98-0361568
(State or other jurisdiction of (IRS Employee Identification No.)
incorporation or organization)
1904 West 16th Avenue, Suite 1
Vancouver, BC V6J 2M4
(Address of principal executive offices)
(604) 732 4804
(Issuer's telephone number)
APPLICABLE ONL TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
Common Stock, $0.0001 par value 2,431,462
(Class) (Outstanding as of February 3, 2004)
Transitional Small Business Disclosure format (Check one): Yes [ ] No [X]
MEDIATELEVISION.TV, INC.
Quarterly Report on Form 10-QSB for the
Quarterly Period Ending December 31, 2003
Table of Contents
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets:
December 31, 2003 and September 30, 2003
Condensed Consolidated Statements of Operations:
Three Months Ended December 31, 2003 and 2002
October 11, 2000 (Date of Inception) through December 31, 2003
Consolidated Statement of Deficiency in Stockholders' Equity
October 11, 2000 (Date of Inception) through December 31, 2003
Condensed Consolidated Statements of Cash Flows:
Three Months Ended December 31, 2003 and 2002
October 11, 2000 (Date of Inception) through December 31, 2003
Notes to Unaudited Condensed Consolidated Financial Information:
December 31, 2003
Item 2. Plan of Operation
Item 3. Controls and Procedures
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
2
Item 1. Financial Statements (Unaudited)
MEDIATELEVISION.TV, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED BALANCE SHEETS
December 31, September 30,
2003 2003
------------ ------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 143 $ 125
Prepaid expenses and deposits -- 1,025
------------ ------------
Total current assets 143 1,150
Property and equipment, at cost 1,082 1,036
Less: Accumulated Depreciation 624 546
------------ ------------
458 490
Total Assets $ 601 $ 1,640
============ ============
LIABILITIES AND DEFICIENCY IN STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 7,000 $ 50,512
Advances from shareholders 26,111 806
------------ ------------
Total current liabilities 33,111 51,318
COMMITMENTS AND CONTINGENCIES -- --
DEFICIENCY IN STOCKHOLDERS' EQUITY
Preferred stock, par value $.001 per share; 20,000,000
shares authorized, none issued and outstanding at December
31, 2003 and September 30, 2003 -- --
Common stock, par value $.0001 per share; 80,000,000
shares authorized; 2,431,462 shares issued and outstanding
at December 31, 2003 and September 30, 2003 243 243
Additional paid-in-capital 103,959 103,959
Accumulated other comprehensive income:
Foreign currency translation adjustment (11,718) (9,616)
Accumulated deficit during development stage (124,994) (144,264)
------------ ------------
Deficiency in stockholders' equity (32,510) (49,678)
------------ ------------
$ 601 $ 1,640
============ ============
See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements
3
MEDIATELEVISION.TV, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
For the period from
October 11, 2000
(date of inception)
For the three months through
ended December 31, December 31,
2003 2002 2003
------------ ------------ ------------
Costs and Expenses:
Selling, General and Administrative $ 7,925 $ 3,843 $ 164,584
Depreciation 53 45 533
------------ ------------ ------------
Total Operating Expense 7,978 3,888 165,117
Loss from Operations (7,978) (3,888) (165,117)
Other Income (Expenses) 27,248 (218) 40,123
Provision for Income Tax -- -- --
------------ ------------ ------------
Net Income (Loss) $ 19,270 $ (4,106) $ (124,994)
============ ============ ============
Other Comprehensive Gain (Loss):
Foreign Currency Translation Gain (Loss) (2,102) -- (11,718)
------------ ------------ ------------
Comprehensive Income (Loss) $ 17,168 $ (4,106) $ (136,712)
============ ============ ============
Loss per common share (basic and
assuming dilution) $ 0.01 $ (0.00)
============ ============
Weighted average common shares
outstanding 2,431,462 2,377,419
============ ============
See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements
4
MEDIATELEVISION.TV, INC
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF (DEFICIENCY IN) STOCKHOLDERS' EQUITY
FOR THE PERIOD OCTOBER 11, 2000 (DATE OF INCEPTION) TO DECEMBER 31, 2003
Deficit
Foreign Accumulated
Preferred Common Additional Common Currency During
Preferred Stock Common Stock Paid-In- Stock Translation Development
Shares Amount Shares Amount Capital Subscription Adjustment Stage Total
--------- ------ --------- --------- --------- --------- ------- ---------- ----------
Common stock issued in
October 2000 to founders
in exchange for services
rendered at $0.01 per share -- -- 1,000,000 $ 100 $ 9,900 $ -- $ -- $ -- $ 10,000
Common stock issued in
October 2000 to founders
in exchange for License
and Distribution Agreement
at $0.01 per share -- -- 1,000,000 100 9,900 -- -- -- 10,000
Common stock subscribed in
March 2001, at $0.20 per
share -- -- -- -- -- 3,833 -- -- 3,833
Common stock subscribed in
April 2001, at $0.20 per
share -- -- -- -- -- 6,720 -- -- 6,720
Common stock issued in
April 2001 in exchange for
services rendered at $0.20
per share -- -- 18,000 2 3,598 -- -- -- 3,600
Common stock subscribed in
May 2001, at $0.20 per
share -- -- -- -- -- 12,080 -- -- 12,080
Common stock issued in May
2001 in exchange for
services rendered at
$0.20 per share -- -- 67,000 7 13,393 -- -- -- 13,400
Common stock subscribed in
June 2001, at $0.20 per
share -- -- -- -- -- 1,200 -- -- 1,200
Common stock subscribed in
July 2001, at $0.20 per
share -- -- -- -- -- 1,026 -- -- 1,026
Common stock issued in July
2001 in exchange for
services rendered at $0.20
per share -- -- 8,000 1 1,599 -- -- -- 1,600
Common stock subscribed in
August 2001, at $0.20 per
share -- -- -- -- -- 1,000 -- -- 1,000
Common stock issued in August
2001 in exchange for
services rendered at $0.20
per share -- -- 14,666 1 2,932 -- -- -- 2,933
Common stock subscribed in
September 2001, at $0.20
per share -- -- -- -- -- 2,533 -- -- 2,533
Conversion of common stock
subscriptions into common
stock in September 2001 -- -- 141,966 14 28,378 (28,392) -- -- --
Net loss -- -- -- -- -- -- -- (63,804) (63,804)
--------- ------ --------- --------- --------- --------- ------- ---------- ----------
BALANCE AT SEPTEMBER 30, 2001 -- $ -- 2,249,632 $ 225 $ 69,700 $ -- $ -- $ (63,804) $ 6,121
========= ====== ========= ========= ========= ========= ======= ========== ==========
See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements
5
MEDIATELEVISION.TV, INC
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF (DEFICIENCY IN) STOCKHOLDERS' EQUITY (Continued)
FOR THE PERIOD OCTOBER 11, 2000 (DATE OF INCEPTION) TO DECEMBER 31, 2003
Deficit
Foreign Accumulated
Preferred Common Additional Common Currency During
Preferred Stock Common Stock Paid-In- Stock Translation Development
Shares Amount Shares Amount Capital Subscription Adjustment Stage Total
--------- ------ --------- --------- --------- --------- ------- ---------- ----------
BALANCE CARRIED FORWARD -- $ -- 2,249,632 $ 225 $ 69,700 $ -- $ -- $ (63,804) $ 6,121
Common stock issued for cash
in January 2002 at $0.20
per share -- -- 37,500 3 7,722 -- -- -- 7,725
Common stock issued in April
2002 in exchange for
services rendered at $0.18
per share -- -- 8,167 1 1,409 -- -- -- 1,410
Common stock issued for cash
in May 2002 at $0.20 per
share -- -- 1,333 1 266 -- -- -- 267
Net loss -- -- -- -- -- -- -- (63,814) (63,814)
--------- ------ --------- --------- --------- --------- --------- ---------- ----------
BALANCE AT SEPTEMBER 30, 2002 -- $ -- 2,296,632 $ 230 $ 79,097 $ -- $ -- (127,618) (48,291)
========= ====== ========= ========= ========= ========= ========= ========== ==========
Common stock issued for cash
in October 2002 at $0.22
per share -- -- 15,600 2 3,463 -- -- -- 3,465
Common stock issued for cash
in November 2002 at $0.22
per share -- -- 1,680 -- 373 -- -- -- 373
Common stock issued in June
2003 in exchange for debts -- -- 117,550 11 21,026 -- -- -- 21,037
Other comprehensive loss:
foreign currency
translation loss -- -- -- -- -- -- (9,616) -- (9,616)
Net loss -- -- -- -- -- -- -- (16,646) (16,646)
--------- ------ --------- --------- --------- --------- --------- ---------- ----------
BALANCE AT SEPTEMBER 30, 2003 -- $ -- 2,431,462 $ 243 $ 103,959 $ -- $(9,616) (144,264) (49,678)
========= ====== ========= ========= ========= ========= ========= ========== ==========
Other comprehensive loss:
foreign currency
translation loss -- -- -- -- -- -- (2,102) -- (2,102)
Net income -- -- -- -- -- -- -- 19,270 19,270
--------- ------ --------- --------- --------- --------- --------- ---------- ----------
BALANCE AT DECEMBER 31, 2003 -- $ -- 2,431,462 $ 243 $ 103,959 $ -- $(11,718) $(124,994) $ (32,510)
========= ====== ========= ========= ========= ========= ========= ========== ==========
See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements
6
MEDIATELEVISION.TV, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the period from
October 11, 2000
(date of inception)
For the three months through
ended December 31, December 31,
2003 2002 2003
------------- ------------- -------------
INCREASE (DECREASE) IN CASH AND EQUIVALENTS
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) from development stage operations $ 19,270 $ (4,106) $ (124,994)
Adjustments to reconcile net income (loss) from development
stage operations to cash used for operating activities
Common stock issued to consultants in exchange for services rendered -- -- 22,943
Common stock issued to founders in exchange for services rendered -- -- 10,000
Depreciation 53 45 533
Write off of License Agreement -- -- 10,000
Debt Forgiveness (27,248) -- (27,248)
Changes in assets and liabilities:
Prepaid expenses and other assets 877 -- --
Advances to related parties -- (1,118) (2,496)
Accounts payable and accrued liabilities (17,650) 1,844 26,069
------------- ------------- -------------
NET CASH (USED IN) OPERATING ACTIVITIES (24,698) (3,335) (85,193)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures, net of disposal -- -- (887)
------------- ------------- -------------
NET CASH (USED IN) INVESTING ACTIVITIES -- -- (887)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock, net of costs -- 3,287 40,222
Proceeds from (repayments to) shareholder advances 24,712 25 45,943
------------- ------------- -------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 24,712 3,312 86,165
Effect of exchange rates on cash 4 -- 58
------------- ------------- -------------
NET (DECREASE) INCREASE IN CASH AND EQUIVALENTS 18 (23) 143
Cash and cash equivalents at the beginning of the period 125 327 --
------------- ------------- -------------
Cash and cash equivalents at the end of the period $ 143 $ 304 $ 143
============= ============= =============
Supplemental Disclosures of Cash Flow Information
Cash paid during the period for interest $ -- $ -- $ --
Income taxes paid -- -- --
Common stock issued to consultants in exchange for services rendered -- -- 22,943
Common stock issued to founders in exchange for services rendered -- -- 10,000
Common stock issued to founders in exchange for License Agreement -- -- 10,000
Common stock issued in exchange for debt -- -- 21,037
Debt forgiveness 27,248 -- 27,248
See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements
7
MEDIATELEVISION.TV, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003
(UNAUDITED)
NOTE A - SUMMARY OF ACCOUNTING POLICIES
General
- -------
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with the instructions to Form 10-QSB, and therefore, do
not include all the information necessary for a fair presentation of financial
position, results of operations and cash flows in conformity with generally
accepted accounting principles.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three-month period ended December 31, 2003 are not
necessarily indicative of the results that may be expected for the year ended
September 30, 2004. The unaudited condensed consolidated financial statements
should be read in conjunction with the consolidated September 30, 2003 financial
statements and footnotes thereto included in the Company's Annual Report as
filed on SEC Form 10-KSB.
Business and Basis of Presentation
- ----------------------------------
Mediatelevision.tv, Inc (the "Company") was formed on October 11, 2000 under the
laws of the State of Delaware. The Company is a development stage enterprise, as
defined by Statement of Financial Accounting Standards No. 7 ("SFAS. 7") and is
in the business of producing, acquiring and syndicating episodic series designed
especially for the Internet. From its inception through the date of these
financial statements, the Company has incurred significant operating expenses
and accumulated losses of $124,994. Consequently, its operations are subject to
all risks inherent in the establishment of a new business enterprise.
The consolidated financial statements include the accounts of the Company, and
its wholly-owned subsidiary, Mediatelevision.tv Distribution, Ltd. Significant
inter company transactions have been eliminated in consolidation.
Stock Based Compensation
- ------------------------
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure-an amendment of SFAS 123." This statement
amends SFAS No. 123, "Accounting for Stock-Based Compensation," to provide
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee compensation. In addition, this
statement amends the disclosure requirements of SFAS No. 123 to require
prominent disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the effect of the
method used on reported results. The Company has chosen to continue to account
for stock-based compensation using the intrinsic value method prescribed in APB
Opinion No. 25 and related interpretations. Accordingly, compensation expense
for stock options is measured as the excess, if any, of the fair market value of
the Company's stock at the date of the grant over the exercise price of the
related option. The Company has adopted the annual disclosure provisions of SFAS
No. 148 in its financial reports for the year ended September 30, 2003 and will
adopt the interim disclosure provisions for its financial reports for the
subsequent periods. The Company does not have any awards of stock-based employee
compensation issued and outstanding at December 31, 2003.
8
MEDIATELEVISION.TV, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003
(UNAUDITED)
NOTE A - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)
New Accounting Pronouncements
- -----------------------------
In December 2003, the FASB issued SFAS No. 132 (revised), EMPLOYERS' DISCLOSURES
ABOUT PENSIONS AND OTHER POSTRETIREMENT BENEFITS - AN AMENDMENT OF FASB
STATEMENTS NO. 87, 88, AND 106. This statement retains the disclosure
requirements contained in FASB statement no. 132, Employers' Disclosures about
Pensions and Other Postretirement Benefits, which it replaces. It requires
additional disclosures to those in the original statement 132 about the assets,
obligations, cash flows, and net periodic benefit cost of defined benefit
pension plans and other defined benefit postretirement plans. The required
information should be provided separately for pension plans and for other
postretirement benefit plans. The revision applies for the first fiscal or
annual interim period ending after December 15, 2003 for domestic pension plans
and June 15, 2004 for foreign pension plans and requires certain new disclosures
related to such plans. The adoption of this statement will not have a material
impact on the Company's results of operations or financial positions.
Reclassification
- ----------------
Certain reclassifications have been made to conform to prior periods' data to
the current presentation. These reclassifications had no effect on reported
losses.
NOTE B - CAPITAL STOCK
The Company was incorporated under the laws of the State of Delaware on October
11, 2000 under the name of Mediatelevision.tv, Inc. The Company has authorized
20,000,000 shares of preferred stock, with a par value of $0.001 per share. As
of December 31, 2003 and September 30, 2003, there are no preferred shares
outstanding.
The Company has authorized 80,000,000 shares of common stock, with a par value
of $0.0001 per share. As of December 31, 2003 and September 30, 2003, there are
2,431,462 shares of common stock issued and outstanding
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
The following discussion should be read in conjunction with the Company's
Condensed Financial Statements and Notes thereto, included elsewhere within this
report. The discussions of results, causes and trends should not be construed to
imply any conclusion that these results or trends will necessarily continue in
the future.
Overview
- --------
Mediatelevision.tv, Inc, is a development stage company whose efforts have been
principally devoted to the business of producing, acquiring, and syndicating
episodic series designed especially for the Internet.
The Company anticipates that its business will incur significant operating
losses in the future. At this time, the Company believes that its success
depends on its ability to build a selection of quality content available for
distribution on the Internet.
As of December 31, 2003, the Company had a cash balance of $ 143. The Company's
existence is dependent upon management's ability to develop profitable
operations and resolve it's liquidity problems. Management anticipates the
Company will attain profitable status and improve its liquidity through the
continued developing of its products, establishing a profitable market for the
Company's products and additional equity investment in the Company.
In order to improve the Company's liquidity, the Company is actively pursuing
additional equity financing through discussion with investment bankers and
private investors. There can be no assurance the Company will be successful in
its effort to secure additional equity financing.
If operations and cash flow continue to improve through these efforts,
management believes that the Company can continue to operate. However, no
assurance can be given that management's actions will result in profitable
operations or the resolution of its liquidity problems.
THREE MONTHS ENDED DECEMBER 31, 2003
Results Of Operations
- ---------------------
During the quarterly period covered by this Report, the Company generated no
revenue from operations and incurred expenses of $ 7,978 as compared to $3,888
for the same period last year. An increase in expenses of $4,090 is due to an
increase in administrative expenses. The expenses stem from general,
administrative and development expenses relating to the maintenance of the
Company's websites and administrative fees.
Liquidity
- ---------
At December 31, 2003, the Company had total current assets of $143 and total
liabilities of $33,111. As of December 31, 2003, the Company had an accumulated
deficit of approximately $124,994, as compared to $144,264 at September 30,
2003. The Company expects to incur substantial losses over the next year.
The Company's independent certified public accountants have stated in their
report included in the Company's Form 10KSB, filed January 13, 2004, that the
Company has incurred operating losses since inception, and that the Company is
dependent upon managements ability to develop profitable operations. These
factors among others may raise substantial doubt about the Company's ability to
continue as a going concern.
Discussion and Analysis of Financial Condition
- ----------------------------------------------
OPERATIONS AND RESULTS FOR THREE MONTHS ENDED DECEMBER 31, 2003. Activity during
the past quarter has been confined to evaluating the viability of the Company's
business model, the identification of markets, maintenance of products, and
review of possible acquisition targets.
FUTURE PROSPECTS: The Company is unable to predict when it may launch intended
operations, or failing to do so, when and if it may elect to participate in a
business acquisition opportunity. The reason for this uncertainty arises from
its limited resources, and competitive disadvantage to other public or
semi-public issuers.
REVERSE ACQUISITION CANDIDATE: The Company is currently evaluating profitable
business opportunities, as the Company has had difficulty obtaining financing
for the Company's business plan, and management believes it may be in the
Company's best interests to pursue a new business.
Factors That May Affect Future Results and Market Price of Stock.
- -----------------------------------------------------------------
The business of the Company involves a number of risks and uncertainties that
could cause actual results to differ materially from results projected in any
forward-looking statement, or statements, made in this report. These risks and
uncertainties include, but are not necessarily limited to the risks set forth
below. The Company's securities are speculative and investment in the Company's
securities involves a high degree of risk and the possibility that the investor
will suffer the loss of the entire amount invested.
NO OPERATING HISTORY; POTENTIAL OF INCREASED EXPENSES.
The Company was organized in 2000, and has no operating history upon which an
evaluation of its business and prospects can be based.
There can be no assurance that the Company will be profitable on a quarterly or
annual basis. In addition, as the Company expands its business network and
marketing operations it will likely need to increase its operating expenses,
broaden its customer support capabilities, and increase its administrative
resources.
POSSIBLE NEED FOR ADDITIONAL FINANCING.
It is possible that revenues from the Company's operations may not be sufficient
to finance its initial operating cost to reach breakeven. If this were to occur,
the Company would need to raise or find additional capital. While the Company
expects to be able to meet its financial obligations for approximately the next
twelve months, there is no assurance that, after such period, the Company will
be operating profitably. If they are not, there can be no assurance that any
required capital will be obtained on terms favorable to the Company. Failure to
obtain adequate additional capital on favorable terms could result in
significant delays in the expansion of new services and market share and could
even result in the substantial curtailment of existing operations and services
to clients.
UNPREDICTABILITY OF FUTURE REVENUES; POTENTIAL FLUCTUATIONS IN QUARTERLY
RESULTS.
As a result of the Company's lack of operating history and the emerging nature
of the market in which it competes, the Company is unable to forecast its
revenues accurately. The Company's current and future expense levels are based
largely on its investment/operating plans and estimates of future revenue and
are to a large extent based on the Company's own estimates. Sales and operating
results generally depend on the volume of, timing of, and ability to obtain
customers, orders for services received, and revenues therefrom generated. These
are, by their nature, difficult at best to forecast.The Company may be unable to
adjust spending in a timely manner to compensate for any unexpected revenue
shortfall or delay. Accordingly, any significant shortfall or delay in revenue
in relation to the Company's planned expenditures would have an immediate
adverse affect on the Company's business, financial condition, and results of
operations. Further, in response to changes in the competitive environment, the
Company may from time to time make certain pricing, service, or marketing
decisions that could have a material adverse effect on the Company's business,
financial condition, operating results, and cash flows.
DEVELOPING MARKET; ACCEPTANCE OF THE INTERNET AS A MEDIUM FOR COMMERCE JUST NOW
BEING PROVEN.
The Company's long-term viability is substantially dependent upon the continued
widespread acceptance and use of the Internet as a medium for business commerce,
in terms of the sales of both products and services to businesses and
individuals. The use of the Internet as a means of business sales and commerce
has only recently reached a point where many companies are making reasonable
profits from their endeavors therein, and there can be no assurance that this
trend will continue.The Internet has experienced, and is expected to continue to
experience, significant growth in the number of users and amount of traffic.
There can be no assurance that the Internet infrastructure will continue to be
able to support the demands placed on it by this continued growth. In addition,
delays in the development or adoption of new standards and protocols to handle
increased levels of Internet activity or increased governmental regulation could
slow or stop the growth of the Internet as a viable medium for business
commerce. Moreover, critical issues concerning the commercial use of the
Internet (including security, reliability, accessibility and quality of service)
remain unresolved and may adversely affect the growth of Internet use or the
attractiveness of its use for business commerce.The failure of the necessary
infrastructure to further develop in a timely manner, or the failure of the
Internet to continue to develop rapidly as a valid medium for business would
have a material adverse effect on the Company's business, financial condition,
operating results, and cash flows.
UNPROVEN ACCEPTANCE OF THE COMPANY'S SERVICES AND/OR PRODUCTS.
The Company is still in its development stage. As a result, it does not know
with any certainty whether its services and/or products will be accepted within
the business marketplace. If the Company's services and/or products prove to be
unsuccessful within the marketplace, or if the Company fails to attain market
acceptance, it could materially adversely affect the Company's financial
condition, operating results, and cash flows.DEPENDENCE ON KEY PERSONNEL.
The Company's performance and operating results are substantially dependent on
the continued service and performance of its officer and directors. The Company
may need to hire additional technical, sales, and other personnel as they move
forward with their business model. Competition for such personnel is intense,
and there can be no assurance that the Company can retain its key technical
employees, or that it will be able to attract or retain highly qualified
technical and managerial personnel in the future. The loss of the services of
any of the Company's key employees or the inability to attract and retain the
necessary technical, sales, and other personnel could have a material adverse
effect upon the Company's business, financial condition, operating results, and
cash flows. The Company does not currently maintain "key man" insurance for any
of its key employees.
LIABILITY FOR INFORMATION DISPLAYED ON THE COMPANY'S INTERNET WEB SITES.
The Company may be subjected to claims for defamation, negligence, copyright, or
trademark infringement and various other claims relating to the nature and
content of materials it publishes on its Internet Web site, or those set up for
its clients. These types of claims have been brought, sometimes successfully,
against online businesses in the past. The Company could also face claims based
on the content that is accessible from its own, or its clients' Internet Web
sites through links to other Web sites.
DEPENDENCE ON CONTINUED GROWTH IN USE OF THE INTERNET.
The success of the Company's business depends, in part, on continued acceptance
and growth in the use of the Internet for business commerce and would suffer if
Internet usage does not continue to grow. Internet usage may be inhibited for a
number of reasons, such as: o Inadequate network infrastructure.
o Security concerns.
o Inconsistent quality of service.
o Lack of available cost-effective, high-speed service.
o The adoption of new standards or protocols for the Internet.
o Changes or increases in government regulation.
Online companies have experienced interruptions in their services as a result of
outages and other delays occurring due to problems with the Internet network
infrastructure, disruptions in Internet access provided by third-party providers
or failure of third party providers to handle higher volumes of user traffic. If
Internet usage grows, the Internet infrastructure or third-party service
providers may be unable to support the increased demands which may result in a
decline of performance, reliability or ability to access the Internet. If
outages or delays frequently occur in the future, Internet usage, as well as
usage of the Company's Internet Web-sites, could grow more slowly or
decline.
RELIANCE ON OTHER THIRD PARTIES.
The Company's and its clients' operations may depend, to a significant degree,
on a number of other third parties, including but not limited to ISPs. The
Company has no effective control over these third parties and no long-term
contractual relationships with any of them. From time to time, the Company
and/or its clients could experience temporary interruptions in their Internet
Web-site connections and related communications access. Continuous or prolonged
interruptions in the Internet Web-site connections or communications access
would have a material adverse effect on the Company's business, financial
condition and results of operations. Most agreements with ISPs place certain
limits on a company's ability to obtain damages from the service providers for
failure to maintain the company's connection to the Internet.
COMPETITION.
The business of online entertainment is very competitive and the Company
believes such competition will continue to grow and intensify. In addition to
competition on the Internet, the Company faces competition from new forms of
digital entertainment distribution such as DVDs. The Company also competes with
other forms of leisure for consumer spending, such as sports.
The Company may be competing with more established on-line entertainment
distribution companies. These competitors may include major music labels, movie
studios, major technology companies, as well as established on-line companies.
Many of these competitors have substantially greater access to capital, greater
financial, technical, marketing, sales and distribution resources, and more
experience in distribution of on-line entertainment and in the production of
entertainment. Some of the Company's competitors for content distribution are:
Screaming Media Inc., which is in the business of content aggregation and
distribution, iSyndicate, a provider of syndication solutions and content, and
Atom Films Inc., which is in the business of distributing short films.
RISKS OF POTENTIAL GOVERNMENT REGULATION AND OTHER LEGAL UNCERTAINTIES RELATING
TO THE INTERNET.
The Company is not currently subject to direct federal, state, or local
regulation in the United States and Canada other than regulations applicable to
businesses generally or directly applicable to electronic commerce. However,
because the Internet is becoming increasingly popular, it is possible that a
number of laws and regulations may be adopted with respect to the Internet.
These laws may cover issues such as user privacy, freedom of expression,
pricing, content, and quality of products and services, taxation, advertising,
intellectual property rights and information security. Furthermore, the growth
of electronic commerce may prompt calls for more stringent consumer protection
laws. The adoption of such consumer protection laws could create uncertainty in
Internet usage and reduce the demand for all products and services.
In addition, the Company is not certain how its business may be affected by the
application of existing laws governing issues such as property ownership,
copyrights, encryption, and other intellectual property issues, taxation, libel,
obscenity, and export or import matters. It is possible that future applications
of these laws to the Company's business could reduce demand for its products and
services or increase the cost of doing business as a result of litigation costs
or increased service delivery costs.
Because the Company's services will likely be available over the Internet in
multiple states, and possibly foreign countries, other jurisdictions may claim
that the Company is required to qualify to do business and pay taxes in each
state or foreign country. The Company's failure to qualify in other
jurisdictions when it is required to do so could subject the Company to
penalties and could restrict the Company's ability to enforce contracts in those
jurisdictions. The application of laws or regulations from jurisdictions whose
laws do not currently apply to the Company's business may have a material
adverse affect on its business, results of operations and financial condition.
INTELLECTUAL PROPERTY RIGHTS.
As part of its confidentiality procedures, the Company expects to enter into
nondisclosure and confidentiality agreements with its key employees, and any
consultants and/or business partners and will limit access to and distribution
of its technology, documentation, and other proprietary information.
Despite the Company's efforts to protect any intellectual property rights it may
have, unauthorized third parties, including competitors, may from time to time
copy or reverse-engineer certain portions of the Company's technology and use
such information to create competitive services and/or products.
It is possible that the scope, validity, and/or enforceability of the Company's
intellectual property rights could be challenged by other parties, including
competitors. The results of such challenges before administrative bodies or
courts depend on many factors which cannot be accurately assessed at this time.
Unfavorable decisions by such administrative bodies or courts could have a
negative impact on the Company's intellectual property rights. Any such
challenges, whether with or without merit, could be time consuming, result in
costly litigation and diversion of resources, and cause service or product
delays. If such events should occur, the Company's business, operating results
and financial condition could be materially adversely affected.
ITEM 3. CONTROLS AND PROCEDURES
The Company's management including the Chief Executive Officer, President and
Chief Financial Officer, have evaluated, within 90 days prior to the filing of
this quarterly report, the effectiveness of the design, maintenance, and
operation of the Company's disclosure controls and procedures. Management
determined that the Company's disclosure controls and procedures were effective
in ensuring that information required to be disclosed by the Company in the
reports that it files under the Exchange Act is accurate and is recorded,
processed, summarized and reported within the time periods specified in the
Commission's rules and forms.
Disclosure controls and procedures, no matter how well designed and implemented,
can provide only reasonable assurance of achieving an entity's disclosure
objectives. The likelihood of achieving such objectives is affected by
limitations inherent in disclosure controls and procedures. These include the
fact that human judgment in decision-making can be faulty and that breakdowns in
internal control can occur because of human failures such as simple errors or
mistakes or intentional circumvention of the established process.
There have been no significant changes in internal controls or in other factors
that could significantly affect these controls subsequent to the date of the
evaluation thereof, including any corrective actions with regard to significant
deficiencies and material weaknesses.
PART II: OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
a. None
b. None
c. None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3.1 Articles of Incorporation of the Registrant*
3.2 By-laws of the Registrant*
99.1 Certification of CEO
99.2 Certification of CFO
________________
* Previously filed as an exhibit to the Company's Form SB-2 dated
January 29, 2002
(b) Reports on Form 8-K filed during the three months ended December 31, 2003.
No Current Reports on Form 8-K were filed during the three months ended
December 31, 2003
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Date: Feb 12, 2004 Mediatelevision.tv, Inc.
/s/ Penny Green
---------------------------------
Penny Green
President
CERTIFICATIONS
I, Penny Green, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of
Mediatelevision.tv, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:
(a) Designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;
(b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
date"); and
(c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
registrant's board of directors:
(a) All significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls, and
(b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation including
any corrective actions with regard to significant deficiencies and
material weaknesses.
Date : Feb 12, 2004
/s/ Penny Green
- ------------------------------
Penny Green
President