Filed pursuant to Rule 424(b)(3)
File No. 333-151108
MAVEN MEDIA HOLDINGS, INC.
PROSPECTUS
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1,000,000 SHARES
COMMON STOCK AT $.03 PER SHARE
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This is the initial offering of common stock of Maven Media Holdings, Inc. and
no public market exists for the securities being offered. Maven Media Holdings
is offering for sale a total of 1,000,000 shares of its Common Stock on a
"self-underwritten", best effort, all -or-none basis. The shares will be offered
at a fixed price of $.03 per share for a period not to exceed 180 days from the
date of this prospectus. There is no minimum number of shares required to be
purchased. We intend to open a standard bank checking account to be used only
for the deposit of funds received from the sale of shares in this offering. This
offering is on a best effort, all-or-none basis, meaning if all shares are not
sold and the total offering amount is not deposited by the expiration date of
the offering, all monies will be returned to investors, without interest or
deduction, however there is no assurance we will be able to do so. See "Use of
Proceeds" and "Plan of Distribution." The shares will be offered at a price of
$.03 per share for a period of one hundred and eighty (180) days from the
effective date of this prospectus, unless extended by our board of director for
an additional 90 days. The offering will end on December 8, 2008.
Offering Price Proceeds to Company
Per Share Commissions Before Expenses
--------- ----------- ---------------
Common Stock $0.03 Not Applicable $30,000
Total $0.03 Not Applicable $30,000
Maven Media Holdings is a development stage, start-up company and currently has
no operations. Any investment in the shares offered herein involves a high
degree of risk. You should only purchase shares if you can afford a complete
loss of your investment. Our independent auditor has issued an audit opinion for
Maven Media Holdings, Inc. which includes a statement expressing substantial
doubt as to our ability to continue as a going concern.
As of the date of this prospectus, our stock is presently not traded on any
market or securities exchange and there is no assurance that a trading market
for our securities will ever develop.
BEFORE INVESTING, YOU SHOULD CAREFULLY READ THIS PROSPECTUS AND, PARTICULARLY,
THE RISK FACTORS SECTION, BEGINNING ON PAGE 4.
NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
DIVISION HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
PROSPECTUS DATED JUNE 10, 2008
TABLE OF CONTENTS
Page
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PROSPECTUS SUMMARY 3
RISK FACTORS 4
USE OF PROCEEDS 8
DETERMINATION OF OFFERING PRICE 8
DILUTION 8
PLAN OF DISTRIBUTION 9
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 10
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 11
DESCRIPTION OF BUSINESS 14
FACILITIES 24
EMPLOYEES AND EMPLOYMENT AGREEMENTS 24
LEGAL PROCEEDINGS 24
DIRECTOR, EXECUTIVE OFFICER, PROMOTER AND CONTROL PERSON 24
EXECUTIVE COMPENSATION 25
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 26
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWENRS AND MANAGEMENT 26
DESCRIPTION OF SECURITIES 27
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES 27
LEGAL MATTERS 28
EXPERTS 28
AVAILABLE INFORMATION 28
FINANCIAL STATEMENTS 28
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE 28
2
PROSPECTUS SUMMARY
AS USED IN THIS PROSPECTUS, UNLESS THE CONTEXT OTHERWISE REQUIRES, "WE," "US,"
"OUR," AND "MAVEN MEDIA HOLDINGS" REFERS TO MAVEN MEDIA HOLDINGS, INC. THE
FOLLOWING SUMMARY IS NOT COMPLETE AND DOES NOT CONTAIN ALL OF THE INFORMATION
THAT MAY BE IMPORTANT TO YOU. YOU SHOULD READ THE ENTIRE PROSPECTUS BEFORE
MAKING AN INVESTMENT DECISION TO PURCHASE OUR COMMON STOCK.
MAVEN MEDIA HOLDINGS, INC.
Maven Media Holdings, Inc. was incorporated in the State of Delaware on March
11, 2008. We were formed to enter into the royalty-free stock image online sales
industry. The company intends to create an affiliate-based website, branded
"MavenStock.com" where the company's visual media content is available for
viewing, purchasing and downloading. The company plans to solicit its
photographic originals from photographers and content developers and create an
inventory of stock images available for visual content users. The website will
include still photographic images, illustrations, clip art and video clips.
Maven Media plans to create an inventory of royalty-free stock images from
established content providers where they will maintain ownership of their images
and content. (Royalty-free stock content (photography, video, illustration and
sound loops) is content that can be acquired through a "one-time license" fee,
which gives the purchaser the right to use according to the terms of the
license.) The Company will generate revenue by charging content purchasers a
licensing fee on the images and content they purchase through our website. Maven
Media's online transaction services will compete with traditional stock image
agencies, by providing photographers, illustrators, graphic designers,
animators, and cinematographers and other visual artists a low cost, online
venue to sell their work to users of stock photographic images.
We are a development stage company and have no operating history or generated
any revenues. Our limited start-up operations have consisted of the formation of
our business plan and identification of our target market. We will require the
funds from this offering in order to fully implement our business plan as
discussed in the "Plan of Operation" section of this prospectus. We received our
initial funding of $10,000 through the sale of common stock to our officer and
director, Adrienne Humphreys, who purchased 2,000,000 shares of our common stock
at $.005 per share on March 31, 2008. From inception until the date of this
filing we have had limited operations. Our financial statement from inception
(March 11, 2008) through the year ended March 31, 2008 report no revenues and a
net loss of $-0-. Our independent auditor has issued an audit opinion for Maven
Media Holdings, Inc. which includes a statement expressing substantial doubt as
to our ability to continue as a going concern.
Our principal executive office is located at the premises of our President,
Adrienne Humphreys, which she provides to us on a rent free basis at 1649
Dartmouth Street, Chula Vista, CA 91913. We plan to use these offices until we
require larger space.
THE OFFERING
Following is a brief summary of this offering. Please see "Plan of Distribution"
for a more detailed description of the terms of the offering.
The Issuer: Maven Media Holdings, Inc.
Securities Being Offered: 1,000,000 shares of common stock, par value
$.0001
Price Per Share: $0.03
Duration of Offering: The shares are offered for a period not to exceed
180 days, unless extended by our Board of
Directors for an additional 90 days. In the event
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we do not sell all of the shares before the
expiration date of the offering, all funds raised
will be promptly returned to the investors,
without interest or deduction.
Net Proceeds to the Company: $30,000
Securities Issued and
Outstanding: 2,000,000 shares of common stock were issued and
outstanding as of the date of this prospectus.
Registration Costs: We estimate our total offering registration costs
to be $4,500.
Risk Factors: See "Risk Factors" and the other information in
this prospectus for a discussion of the factors
you should consider before deciding to invest in
shares of our common stock.
RISK FACTORS
An investment in our common stock involves a high degree of risk. You should
carefully consider the risks described below and the other information in this
prospectus before investing in our common stock. If any of the following risks
occur, our business, operating results and financial condition could be
seriously harmed. The trading price of our common stock, when and if we trade at
a later date, could decline due to any of these risks, and you may lose all or
part of your investment.
RISKS ASSOCIATED TO OUR BUSINESS
WE ARE A DEVELOPMENT STAGE COMPANY AND HAVE NO OPERATING HISTORY OR GENERATED
ANY REVENUES. AN INVESTMENT IN THE SHARES OFFERED HEREIN IS HIGHLY RISKY AND
COULD RESULT IN A COMPLETE LOSS OF YOUR INVESTMENT IF WE ARE UNSUCCESSFUL IN OUR
BUSINESS PLAN.
Maven Media Holdings, Inc. was incorporated March 11, 2008 and we have not yet
commenced our business operations, and we have not yet realized any revenues. We
have no operating history upon which an evaluation of our future prospects can
be made. Based upon current plans, we expect to incur operating losses in future
periods as we incur expenses associated with the initial startup of our
business. Further, we cannot guarantee that we will be successful in realizing
revenues or in achieving or sustaining positive cash flow at any time in the
future. Any such failure could result in the possible closure of our business or
force us to seek additional capital through loans or additional sales of our
equity securities to continue business operations, which would dilute the value
of any shares you purchase in this offering.
ADRIENNE HUMPHREYS, OUR SOLE OFFICER AND DIRECTOR OF THE COMPANY, CURRENTLY
DEVOTES APPROXIMATELY 10 HOURS PER WEEK TO COMPANY MATTERS. SHE IS INVOLVED IN
OTHER BUSINESS ACTIVITIES WHICH COULD RESULT IN A POSSIBLE CONFLICT OF INTEREST.
THE COMPANY'S NEEDS COULD EXCEED THE AMOUNT OF TIME OR LEVEL OF EXPERIENCE SHE
MAY HAVE. THIS COULD RESULT IN HER INABILITY TO PROPERLY MANAGE COMPANY AFFAIRS,
RESULTING IN OUR REMAINING A START-UP COMPANY WITH NO REVENUES OR PROFITS.
Our business plan does not provide for the hiring of any additional employees
until sales will support the expense. Until that time the responsibility of
developing the company's business, the offering and selling of the shares
through their prospectus and fulfilling the reporting requirements of a public
company all fall upon Adrienne Humphreys. We have not formulated a plan to
resolve any possible conflict of interest with her other business activities. In
the event she is unable to fulfill any aspect of her duties to the company we
may experience a shortfall or complete lack of sales resulting in little or no
profits and eventual closure of the business.
WE DO NOT YET HAVE ANY SUBSTANTIAL ASSETS AND ARE TOTALLY DEPENDENT UPON THE
PROCEEDS OF THIS OFFERING TO INITIALLY FUND OUR BUSINESS. IF WE DO NOT SELL ALL
OF THE SHARES IN THIS OFFERING AND RECEIVE ALL OF THE PROCEEDS, WE WILL HAVE TO
SEEK ALTERNATIVE FINANCING TO COMPLETE OUR BUSINESS PLANS OR ABANDON THEM.
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The only cash currently available is the cash paid by our founder for the
acquisition of her shares. In the event we do not sell all of the shares and
raise the total offering proceeds, there can be no assurance that we would be
able to raise the additional funding needed to implement our business plans or
that unanticipated costs will not increase our projected expenses for the year
following completion of this offering. Our auditors have expressed substantial
doubt as to our ability to continue as a going concern.
WE CANNOT PREDICT WHEN OR IF WE WILL PRODUCE REVENUES, WHICH COULD RESULT IN A
TOTAL LOSS OF YOUR INVESTMENT IF WE ARE UNSUCCESSFUL IN OUR BUSINESS PLANS.
We have not yet implemented our website or produced our proprietary online
digital image software to create our database. Therefore, we have not yet
generated any revenues from operations. In order for us to continue with our
plans and open our business, we must raise our initial capital to do so through
this offering. The timing of the completion of the milestones needed to commence
operations and generate revenues is contingent on the success of this offering.
There can be no assurance that we will generate revenues or that revenues will
be sufficient to maintain our business. As a result, you could lose all of your
investment if you decide to purchase shares in this offering and we are not
successful in our proposed business plans.
OUR CONTINUED OPERATIONS DEPEND ON THE DIGITAL CONTENT PROVIDERS AND DEVELOPERS'
ACCEPTANCE OF OUR DIGITAL CONTENT POLICY. IF THEY DO NOT CONTRIBUTE ROYALTY-FREE
MEDIA CONTENT, WE CANNOT ESTABLISH A CUSTOMER BASE, WE MAY NOT BE ABLE TO
GENERATE ANY REVENUES, WHICH WOULD RESULT IN A FAILURE OF OUR BUSINESS AND A
LOSS OF ANY INVESTMENT YOU MAKE IN OUR SHARES
The ability to develop an inventory of royalty-free stock images and media
content as well as locating customers willing to purchase our visual content is
critically important to our success. (Royalty-free stock content (photography,
video, illustration and sound loops) is content that can be acquired through a
"one-time license" fee, which gives the purchaser the right to use according to
the terms of the license.) We cannot be certain that a demand for our content
media will ever develop and we may never realize any revenues. In addition,
there are no assurances that if we make alterations to services we provide, our
company will be successful in increasing sales and this could adversely affect
our business and any possible revenues.
THE LOSS OF ADRIENNE HUMPHREYS COULD SEVERELY IMPACT OUR BUSINESS OPERATIONS AND
FUTURE DEVELOPMENT OF OUR SERVICES, WHICH COULD RESULT IN A LOSS OF REVENUES AND
YOUR ABILITY TO EVER SELL ANY SHARES YOU PURCHASE IN THIS OFFERING.
Our performance is substantially dependent upon the professional expertise of
our President, Adrienne Humphreys. Ms. Humphreys has extensive contacts and
experience in the digital media industry and we are dependent on her ability to
develop and market our services. If she were unable to perform her services,
this loss could have an adverse effect on our business operations, financial
condition and operating results if we are unable to replace her with another
individual qualified to develop and market our digital services. The loss of her
services could result in a loss of revenues, which could result in a reduction
of the value of any shares you purchase in this offering.
THE ROYALTY-FREE STOCK PHOTOGRAPHIC CONTENT INDUSTRY IS HIGHLY COMPETITIVE. IF
WE CAN NOT DEVELOP AND MARKET CONTENT IMAGES THAT THE CREATIVE PROFESSIONAL IS
WILLING TO PURCHASE, WE WILL NOT BE ABLE TO COMPETE SUCCESSFULLY, AND OUR
BUSINESS MAY BE ADVERSELY AFFECTED AND WE MAY NEVER BE ABLE TO GENERATE ANY
REVENUES.
The royalty-free stock photographic content industry is intensely competitive.
We will compete against a number of larger well-established companies with
greater name recognition, a more comprehensive offering of services, and with
substantially larger resources than ours; including financial and marketing. In
addition to these large competitors there are numerous smaller operations that
have developed and are marketing digital stock content. Our competitors include,
by way of example, gettyimages.com, istockphoto.com and veer.com. If we cannot
successfully compete in this highly competitive industry, we may never be able
to generate revenues or become profitable. As a result, you may never be able to
liquidate or sell any shares you purchase in this offering.
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THERE ARE NO SUBSTANTIAL BARRIERS OF ENTRY INTO THE ROYALTY-FREE STOCK
PHOTOGRAPHIC CONTENT INDUSTRY AND BECAUSE WE DO NOT CURRENTLY HAVE ANY PATENT OR
TRADEMARK PROTECTION FOR OUR PROPOSED SERVICES, THERE IS NO GUARANTEE SOMEONE
ELSE WILL NOT DUPLICATE OUR IDEAS AND BRING THEM TO MARKET BEFORE WE DO, WHICH
COULD SEVERELY LIMIT OUR PROPOSED SALES AND REVENUES.
We believe our stock photographic content services are unique and desirable;
however, we currently have no patents or trademarks for our services or brand
name. As business operations become established, we may seek such protection;
however, we currently have no plans to do so. Since we have no patent or
trademark rights unauthorized persons may attempt to copy aspects of our
business, including our web site design or functionality, end user license
agreement or marketing materials. Any encroachment upon our corporate
information, including the unauthorized use of our brand name, the use of a
similar name by a competing company or a lawsuit initiated against us for
infringement upon another company's proprietary information or improper use of
their trademark, may affect our ability to create brand name recognition, cause
customer confusion and/or have a detrimental effect on our business. Litigation
or proceedings before the U.S. or International Patent and Trademark Offices may
be necessary in the future to enforce our intellectual property rights, to
protect our trade secrets and domain name and/or determine the validity and
scope of the proprietary rights of others. Any such infringement, litigation or
adverse proceeding could result in substantial costs and diversion of resources
and could seriously harm our business operations and/or results of operations.
RISKS ASSOCIATED WITH THIS OFFERING
THE TRADING IN OUR SHARES WILL BE REGULATED BY SECURITIES AND EXCHANGE
COMMISSION RULE 15G-9 WHICH ESTABLISHED THE DEFINITION OF A "PENNY STOCK." THE
EFFECTIVE RESULT BEING FEWER PURCHASERS QUALIFIED BY THEIR BROKERS TO PURCHASE
OUR SHARES, AND THEREFORE A LESS LIQUID MARKET FOR OUR INVESTORS TO SELL THEIR
SHARES.
The shares being offered are defined as a penny stock under the Securities and
Exchange Act of 1934, and rules of the Commission. The exchange Act and such
penny stock rules generally impose additional sales practice and disclosure
requirements on broker-dealers who sell our securities to person other than
certain accredited investors who are, generally, institutions with assets in
excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or
annual income exceeding $200,000, or $300,000 jointly with spouse), or in
transactions not recommended by the broker-dealer. For transactions covered by
the penny stock rules, a broker-dealer must make a suitability determination for
each purchaser and receive the purchaser's written agreement prior to the sale.
In addition, the broker-dealer must make certain mandated disclosures in penny
stock transactions, including the actual sale or purchase price and actual bid
and offer quotations, the compensation to be received by the broker-dealer and
certain associated persons, and deliver certain disclosures required by the
Commission. Consequently, the penny stock rules may make it difficult for you to
resell any shares you may purchase, if at all.
WE ARE SELLING THIS OFFERING WITHOUT AN UNDERWRITER AND MAY BE UNABLE TO SELL
ANY SHARES, UNLESS WE ARE SUCCESSFUL IN SELLING ALL OF THE SHARES AND RECEIVING
ALL OF THE PROCEEDS FROM THIS OFFERING, WE MAY HAVE TO SEEK ALTERNATIVE
FINANCING TO IMPLEMENT OUR BUSINESS PLANS AND YOU WOULD RECEIVE A RETURN OF YOUR
ENTIRE INVESTMENT.
This offering is self-underwritten, that is, we are not going to engage the
services of an underwriter to sell the shares; we intend to sell them through
our officer and director, who will receive no commissions. She will offer the
shares to friends, relatives, acquaintances and business associates, however,
there is no guarantee that she will be able to sell any of the shares. In the
event we do not sell all of the shares before the expiration date of the
offering, all funds raised will be promptly returned to the investors, without
interest or deduction.
DUE TO THE LACK OF A TRADING MARKET FOR OUR SECURITIES, YOU MAY HAVE DIFFICULTY
SELLING ANY SHARES YOU PURCHASE IN THIS OFFERING.
There is presently no demand for our common stock and no public market exists
for the shares being offered in this prospectus. We plan to contact a market
maker immediately following the effectiveness of this Registration Statement and
apply to have the shares quoted on the OTC Electronic Bulletin Board (OTCBB).
The OTCBB is a regulated quotation service that displays real-time quotes, last
6
sale prices and volume information in over-the-counter (OTC) securities. The
OTCBB is not an issuer listing service, market or exchange. Although the OTCBB
does not have any listing requirements per se, to be eligible for quotation on
the OTCBB, issuers must remain current in their filings with the SEC or
applicable regulatory authority. Market Makers are not permitted to begin
quotation of a security whose issuer does not meet this filing requirement.
Securities already quoted on the OTCBB that become delinquent in their required
filings will be removed following a 30 or 60 day grace period if they do not
make their required filing during that time. We cannot guarantee that our
application will be accepted or approved and our stock listed and quoted for
sale. As of the date of this filing, there have been no discussions or
understandings between Maven Media or anyone acting on our behalf with any
market maker regarding participation in a future trading market for our
securities. If no market is ever developed for our common stock, it will be
difficult for you to sell any shares you purchase in this offering. In such a
case, you may find that you are unable to achieve any benefit from your
investment or liquidate your shares without considerable delay, if at all. In
addition, if we fail to have our common stock quoted on a public trading market,
your common stock will not have a quantifiable value and it may be difficult, if
not impossible, to ever resell your shares, resulting in an inability to realize
any value from your investment.
YOU WILL INCUR IMMEDIATE AND SUBSTANTIAL DILUTION OF THE PRICE YOU PAY FOR YOUR
SHARES.
Our existing stockholder acquired her shares at a cost of $.005 per share, a
cost per share substantially less than that which you will pay for the shares
you purchase in this offering. Accordingly, any investment you make in these
shares will result in the immediate and substantial dilution of the net tangible
book value of those shares from the $.03 you pay for them. Upon completion of
the offering, the net tangible book value of your shares will be $.013 per
share, $.017 less than what you paid for them.
WE WILL BE HOLDING ALL PROCEEDS FROM THE OFFERING IN A STANDARD BANK ACCOUNT
UNTIL ALL SHARES ARE SOLD HOWEVER, THERE IS NO GUARANTEE ALL OF THE FUNDS WILL
BE USED AS OUTLINED IN THIS PROSPECTUS.
All funds received from the sale of shares in this offering will be deposited
into a standard bank account until all shares are sold and the offering is
closed, at which time, the proceeds will be transferred to our business
operating account. We have committed to use the proceeds raised in this offering
for the uses set forth in the proceeds table. However, certain factors beyond
our control, such as increases in certain costs, could result in the company
being forced to reduce the proceeds allocated for other uses in order to
accommodate these unforeseen changes. The failure of our management to use these
funds effectively could result in unfavorable returns. This could have a
significant adverse effect on our financial condition and could cause the price
of our common stock to decline.
OUR DIRECTOR WILL CONTINUE TO EXERCISE SIGNIFICANT CONTROL OVER OUR OPERATIONS,
WHICH MEANS AS A MINORITY SHAREHOLDER, YOU WOULD HAVE NO CONTROL OVER CERTAIN
MATTERS REQUIRING STOCKHOLDER APPROVAL THAT COULD AFFECT YOUR ABILITY TO EVER
RESELL ANY SHARES YOU PURCHASE IN THIS OFFERING.
After the completion of this offering, our executive officer and director will
own 60% of our common stock. Due to the controlling amount of her share
ownership, she will have a significant influence in determining the outcome of
all corporate transactions, including the election of directors, approval of
significant corporate transactions, changes in control of the company or other
matters that could affect your ability to ever resell your shares. Her interests
may differ from the interests of the other stockholders and thus result in
corporate decisions that are disadvantageous to other shareholders.
WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE.
WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT DIFFICULT
FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL.
Our business plan allows for the estimated $4,500 cost of this Registration
Statement to be paid from our cash on hand. We plan to contact a market maker
immediately following the effectiveness of this Registration Statement and apply
to have the shares quoted on the OTC Electronic Bulletin Board. To be eligible
7
for quotation on the OTCBB, issuers must remain current in their filings with
the SEC. Market Makers are not permitted to begin quotation of a security whose
issuer does not meet this filing requirement. Securities already quoted on the
OTCBB that become delinquent in their required filings will be removed following
a 30 or 60 day grace period if they do not make their required filing during
that time. In order for us to remain in compliance we will require future
revenues to cover the cost of these filings, which could comprise a substantial
portion of our available cash resources. If we are unable to generate sufficient
revenues to remain in compliance it may be difficult for you to resell any
shares you may purchase, if at all.
USE OF PROCEEDS
Assuming sale of all of the shares offered herein, of which there is no
assurance, the net proceeds from this offering will be $30,000. The proceeds are
expected to be disbursed, in the priority set forth below, during the first
twelve (12) months after the successful completion of the offering:
Planned Expenditures Over
Category The Next 12 Months
-------- ------------------
Website Design and Branding $ 4,000
Development of Web Applications and Database $10,500
Legal and Accounting $ 4,500
Administrative Expenses $ 1,800
Marketing $ 9,200
TOTAL PROCEEDS TO COMPANY $30,000
We will establish a separate bank account and all proceeds will be deposited
into that account until the total amount of the offering is received and all
shares are sold, at which time the funds will be released to us for use in our
operations. In the event we do not sell all of the shares before the expiration
date of the offering, all funds will be returned promptly to the subscribers,
without interest or deduction. If necessary, Ms. Humphreys, our director, has
verbally agreed to loan the company funds to complete the registration process
but we will require full funding to implement our complete business plan.
DETERMINATION OF OFFERING PRICE
The offering price of the share has been determined arbitrarily by us. The price
does not bear any relationship to our assets, book value, earnings, or other
established criteria for valuing a privately held company. In determining the
number of shares to be offered and the offering price, we took into
consideration our cash on hand and the amount of money we would need to
implement our business plans. Accordingly, the offering price should not be
considered an indication of the actual value of the securities.
DILUTION
Dilution represents the difference between the offering price and the net
tangible book value per share immediately after completion of this offering. Net
tangible book value is the amount that results from subtracting total
liabilities and intangible assets from total assets. Dilution arises mainly as a
result of our arbitrary determination of the offering price of the shares being
offered. Dilution of the value of the shares you purchase is also a result of
the lower book value of the shares held by our existing shareholders.
As of March 31, 2008, the net tangible book value of our shares was $10,000 or
$.005 per share, based upon 2,000,000 shares outstanding.
Upon completion of this offering, but without taking into account any change in
the net tangible book value after completion of this offering other than that
resulting from the sale of the shares and receipt of the total proceeds of
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$30,000, the net tangible book value of the 3,000,000 shares to be outstanding
will be $40,000, or approximately $.013 per share. Accordingly, the net tangible
book value of the shares held by our existing stockholder (2,000,000) will be
increased by $.008 per share without any additional investment on his part. The
purchasers of shares in this offering will incur immediate dilution (a reduction
in the net tangible book value per share from the offering price of $.03 (per
share) or $.017 per share. As a result, after completion of the offering, the
net tangible book value of the shares held by purchasers in this offering would
be $.013 per share, reflecting an immediate reduction in the $.03 price per
share he paid for their shares. After completion of the offering, the existing
shareholder will own 66.7% of the total number of shares then outstanding, for
which she will have made an investment of $10,000 or $.005 per share. Upon
completion of the offering, the purchasers of these shares offered hereby will
own 33.3% of the total number of shares then outstanding, for which they will
have made a cash investment of $30,000, or $.03 per share.
The following table illustrates the per share dilution to the new investors:
Public Offering Price Per Share $.03
Net Tangible Book Value Prior to this Offering $.005
Net Tangible Book Value After Offering $.013
Immediate Dilution per Share to New Investors $.017
The following table summarizes the number and percentages of shares purchased,
the amount and percentage of consideration paid and the average price per share
paid by our existing stockholder and by new investors in this offering:
Price Per Total Number of Percent of Consideration
Share Shares Held Ownership Paid
----- ----------- --------- ----
Existing Shareholder $.005 2,000,000 66.7% $10,000
Investors in this
Offering $.03 1,000,000 33.3% $30,000
PLAN OF DISTRIBUTION
OFFERING WILL BE SOLD BY OUR OFFICER AND/OR DIRECTOR
This is a self-underwritten offering. This prospectus permits our officer and/or
director to sell the shares directly to the public, with no commission or other
remuneration payable to her for any shares she may sell. There are no plans or
arrangement to enter into any contracts or agreements to sell the shares with a
broker or dealer. Our officer and/or director, Ms. Adrienne Humphreys, will sell
the shares and intends to offer them to friends, family members and business
acquaintances. In offering the securities on our behalf, she will rely on the
safe harbor from broker dealer registration set out in Rule 3a4-1 under the
Securities Exchange Act of 1934.
Our officer and/or director will not register as a broker-dealer pursuant to
Section 15 of the Securities Exchange Act of 1934, in reliance upon Rule 3a4-1,
which sets forth those conditions under which a person associated with an Issuer
may participate in the offering of the Issuer's securities and not be deemed to
be a broker-dealer.
a. Our officer and/or director is not subject to a statutory
disqualification, as that term is defined in Section 3(a)(39) of the
Act, at the time of their participation; and,
b. Our officer and/or director will not be compensated in connection with
her participation by the payment of commissions or other remuneration
based either directly or indirectly on transaction in securities; and
c. Our officer and/or director is not, nor will she be at the time of her
participation in the offering, an associated person of a
broker-dealer; and
d. Our officer and/or director meets the conditions of paragraph
(a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that she (A)
primarily performs or is intended primarily to perform at the end of
the offering, substantial duties for or on behalf of our company,
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other than in connection with transactions in securities; and (B) is
not a broker or dealer, or been an associated person of a broker or
dealer, within the preceding twelve months; and (C) has not
participated in selling and offering securities for any Issuer more
than once every twelve months other than in reliance on Paragraphs
(a)(4)(i) or (a) (4)(iii).
Our officer and/or director, control persons and affiliates of same do not
intend to purchase any shares in this offering.
TERMS OF THE OFFERING
The shares will be sold at the fixed price of $.03 per share until the
completion of this offering. There is no minimum amount of subscription required
per investor, and subscriptions, once received, are irrevocable.
This offering will commence on the date of this prospectus and will continue for
a period of 180 days (the "Expiration Date"), unless extended by our Board of
Directors for an additional 90 days.
DEPOSIT OF OFFERING PROCEEDS
This is a "best efforts", "all or none" offering and, as such, we will not be
able to spend any of the proceeds unless all the shares are sold and all
proceeds are received. We intend to hold all funds collected from subscriptions
in a separate bank account until the total amount of $30,000 has been received.
At that time, the funds will be transferred to our business operating account
for use in implementation of our business plan. In the event the offering is not
sold out prior to the Expiration Date, all money will be promptly returned to
the investors, without interest or deduction. We determined the use of the
standard bank account was the most efficient use of our current limited funds.
Please see the "Risk Factors" section to read the related risk to you as a
purchaser of any shares.
PROCEDURES AND REQUIREMENTS FOR SUBSCRIPTION
If you decide to subscribe to any shares in this offering, you will be required
to execute a Subscription Agreement and tender it, together with a check or bank
money order made payable to Maven Media Holdings, Inc. Subscriptions, once
received by the company, are irrevocable.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
NO PUBLIC MARKET FOR COMMON STOCK
There is currently no public market for our common stock. There has been no
public trading of our securities, and, therefore, no high and low bid pricing.
As of the date of this prospectus, Maven Media Holdings, Inc. has one
shareholder of record. We have paid no cash dividends and have no outstanding
options. We have no securities authorized for issuance under equity compensation
plans.
The SEC has adopted rules that regulate broker-dealer practices in connection
with transactions in penny stocks. Penny stocks are generally equity securities
with a price of less than $5.00, other than securities registered on certain
national securities exchanges or quoted on the NASDAQ system, provided that
current price and volume information with respect to transactions in such
securities is provided by the exchange or quotation system. The penny stock
rules require a broker-dealer, prior to a transaction in a penny stock, to
deliver a standardized risk disclosure document prepared by the SEC, that: (a)
contains a description of the nature and level of risk in the market for penny
stocks in both public offerings and secondary trading; b) contains a description
of the broker's or dealer's duties to the customer and of the rights and
remedies available to the customer with respect to a violation to such duties or
other requirements of Securities' laws; (c) contains a brief, clear, narrative
description of a dealer market, including bid and ask prices for penny stocks
and the significance of the spread between the bid and ask price; (d) contains a
toll-free telephone number for inquiries on disciplinary actions; (e) defines
significant terms in the disclosure document or in the conduct of trading in
penny stocks; and (f) contains such other information and is in such form,
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including language, type, size and format, as the SEC shall require by rule or
regulation. The broker-dealer also must provide, prior to effecting any
transaction in a penny stock, the customer with: (a) bid and offer quotations
for the penny stock; (b) the compensation of the broker-dealer and its
salesperson in the transaction; (c) the number of shares to which such bid and
ask prices apply, or other comparable information relating to the depth and
liquidity of the market for such stock; and (d) monthly account statements
showing the market value of each penny stock held in the customer's account. In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a suitably written statement.
These disclosure requirements may have the effect of reducing the trading
activity in the secondary market for our stock if it becomes subject to these
penny stock rules. Therefore, if our common stock becomes subject to the penny
stock rules, stockholders may have difficulty selling those securities.
REGULATION M
Our officer and/or director, who will sell the shares, is aware that she is
required to comply with the provisions of Regulation M, promulgated under the
Securities and Exchange Act of 1934, as amended. With certain exceptions,
Regulation M precludes the officer and/or director, sales agent, any
broker-dealer or other person who participate in the distribution of shares in
this offering from bidding for or purchasing, or attempting to induce any person
to bid for or purchase any security which is the subject of the distribution
until the entire distribution is complete.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
PLAN OF OPERATION
Our cash balance is $10,500 as of March 31, 2008. We believe our cash balance is
sufficient to fund our limited levels of operations until July, 2008. If we
experience a shortage of funds prior to funding we may utilize funds from our
director, who has informally agreed to advance funds to allow us to pay for
offering costs, filing fees, and professional fees, however, she has no formal
commitment, arrangement or legal obligation to advance or loan funds to the
company. In order to achieve our business plan goals, we will need the funding
from this offering. We are a development stage company and have generated no
revenue to date. We have sold $10,000 in equity securities to pay for our
minimum level of operations.
The following table provides selected financial data about our company for the
period from the date of incorporation through March 31, 2008.
For detailed financial information, see the financial statements included in
this prospectus.
Balance Sheet Data: March 31, 2008
------------------- --------------
Cash $10,500
Total Assets $10,500
Total Liabilities $ 500
Shareholders' Equity $10,000
GOING CONCERN
Our auditor has issued a going concern opinion. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our bills. This is
because we have not generated revenues and no revenues are anticipated until we
begin our website and start selling visual content images.
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PROPOSED MILESTONES TO IMPLEMENT BUSINESS OPERATIONS
The following milestones are estimates only. The working capital requirements
and the projected milestones are approximations only and subject to adjustment
based on costs and needs. Our 12 month budget is based on minimum operations
which will be completely funded by the $30,000 raised through this offering. If
we begin to generate profits we will increase our sales activity accordingly. We
estimate sales of royalty-free photographic content to visual media content
users to begin in 12 months. Because our business is client-driven, our revenue
requirements will be reviewed and adjusted based on sales. The costs associated
with operating as a public company are included in our budget. Management will
be responsible for the preparation of the required documents to keep the costs
to a minimum. We plan to complete our milestones as follows:
APRIL - JUNE, 2008
Management will concentrate on the completion of the Registration Statement and
utilize this time to also begin putting together a database of potential
clients. We will hire a website designer to develop a preliminary website at
www.MavenStock.com that we will be able to provide a brief summary of our
company and supply potential clients with basic company information. (Cost
estimate - $6,650)
JULY - SEPTEMBER, 2008
Complete our offering. Hire website designer to expand preliminary site, as well
as provide search engine optimization for our website domain, and build out
website functionality for online sales. Design banner ads for placement on
popular photographic and other industry related website advertising our "Call
for Entries" of stock content. Also design banner ads for creative resource
websites, advertising our "royalty-free" images. Design a direct mail marketing
postcard to target photographers and content developers. (art directors, graphic
designers). (Cost estimate - $9,950)
OCTOBER - DECEMBER, 2008
Complete website and database for online sales of stock content. Begin direct
mail campaign to photographers and content developers. Design a direct mail
marketing piece to visual content purchasers (art directors, graphic designers).
Beta test website and database for sample photographic content and sales. Begin
work with a focus group to improve website design and operation. Design email
newsletter for MavenStock.com. Seek and establish association with several
professional photography associations as well as professional creative and
design associations for marketing Maven Media's services to their members. Begin
monthly direct mail marketing campaign targeting photographers and content
developers. (Cost estimate - $8,550)
JANUARY - MARCH, 2009
Beta test database for photographic content and sales. Continue monthly direct
mail marketing campaign to photographers and content developers. Begin monthly
direct mail marketing campaign targeting visual content purchases (art
directors, graphic designers). (Cost Estimate - $3,050)
SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The Company reports revenues and expenses using the accrual method of accounting
for financial and tax reporting purposes. The company has elected March 31,
year-end.
BASIS EARNINGS PER SHARE
In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share", which
specified the computation, presentation and disclosure requirements for earnings
(loss) per share for entities with publicly held common stock. SFAS No. 128
supersedes the provisions of APG No. 15, and requires the presentation of basic
12
earnings (loss) per share and diluted earnings (loss) per share. The Company has
adopted the provisions of SFAS No. 128 effective March 11, 2008 (inception).
Basic net loss per share amounts is computed by dividing the net loss by the
weighted average number of common shares outstanding. Diluted earnings per share
are the same as basic earnings per share due to the lack of dilutive items in
the Company.
CASH EQUIVALENTS
The Company considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents.
USE OF ESTIMATES AND ASSUMPTIONS
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 disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates. In accordance with FASB 16 all adjustments
are normal and recurring.
INCOME TAXES
The company provides for income taxes under Statement of Financial Accounting
Standards No. 109, Accounting for Income Taxes. SFAS No. 109 requires the use of
an asset and liability approach in accounting for income taxes. Deferred tax
assets and liabilities are recorded based on the differences between the
financial statement and tax bases of assets and liabilities and the tax rates in
effect when these differences are expected t reverse.
SFAS No. 109 requires the reduction of deferred tax assets by a valuation
allowance if, based on the weight of available evidence, it is more likely than
not that some of all of the deferred tax assets will not be realized.
NEW ACCOUNTING PRONOUNCEMENTS
In November 2004, the Financial Accounting Standards Board (FASB) issued SFAS
151, Inventory Costs - an amendment of ARB No. 43, Chapter 4. This Statement
amends the guidance in ARB No. 43, Chapter 4, "Inventory Pricing," to clarify
the accounting for abnormal amounts of idle facility expense, freight, handling
costs, and wasted material (spoilage). Paragraph 5 of ARB 43, Chapter 4,
previously stated that "under some circumstances, items such as idle facility
expense, excessive spoilage, double freight, and rehandling costs may be so
abnormal as to require treatment as current period charges." This Statement
requires that those items be recognized as current-period charges regardless of
whether they meet the criterion of "so abnormal." In addition, this Statement
requires that allocation of fixed production overheads to the costs of
conversion be based on the normal capacity of the production facilities. The
provisions of this Statement will be effective for the Company beginning with
its fiscal year ending August 31, 2007. Management believes that the adoption of
this Statement will not have any immediate material impact on the Company.
In December 2004, the FASB issued SFAS No. 152, "Accounting for Real Estate
Time-Sharing Transactions--an amendment of FASB Statements No. 66 and 67" ("SFAS
152) The amendments made by Statement 152 This Statement amends FASB Statement
No. 66, Accounting for Sales of Real Estate, to reference the financial
accounting and reporting guidance for real estate time-sharing transactions that
is provided in AICPA Statement of Position (SOP) 04-2, Accounting No. 67,
Accounting for Costs and Initial Rental Operations of Real Estate Projects, to
state that the guidance for (a) incidental operations and (b) costs incurred to
sell real estate projects does not apply to real estate time-sharing
transactions. The accounting for those operations and costs is subject to the
guidance in SOP 04-2. This Statement is effective for financial statements for
fiscal years beginning after June 15, 2005, with earlier application encouraged.
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The Company believes that the implementation of this standard will not have a
material impact on its financial position, results of operations or cash flows.
In December 2004, the FASB issued SFAS 123 (revised 2004) "Share-Based Payment".
This Statement requires that the cost resulting from all share-based
transactions be recorded in the financial statements. The Statement establishes
fair value as the measurement objective in accounting for share-based payment
arrangements and requires all entities to apply a fair-value-based measurement
in accounting for share-based payment transactions with employees. The Statement
also establishes fair value as the measurement objective for transactions in
which an entity acquires goods or services from non-employees in share-based
payment transactions. The Statement replaces SFAS 13 "Accounting for Stock-Based
Compensation" and supersedes APB Opinion No. 25 "Accounting for Stock Issued to
Employees". The provisions of this Statement will be effective for the Company
beginning with its fiscal year ending August 31, 2007. The Company believes that
the implementation of this standard will not have a material impact on its
financial position, results of operations or cash flows.
In March 2005, the Securities and Exchange Commission (SEC) issued Staff
Accounting Bulletin No. 107 (SAB 107) which provides guidance regarding the
interaction of SFAS 123 (R) and certain SEC rules and regulations. The new
guidance includes the SEC's view on the valuation of share-based payment
arrangements for public companies and may simplify some of SFAS 123 (R)`s
implementation challenges for registrants and enhance the information investors
receive.
In March 2005, the FASB issued FIN 47, Accounting for Conditional Asset
Retirement Obligations, which clarifies that the term `conditional asset
retirement obligation' as used in SFAS 143, Accounting for Asset Retirement
Obligations, refers to a legal obligation to perform an asset retirement
activity in which the timing and/or method of settlement are conditional on a
future event that may or may not be within the control of the entity. FIN 47
requires an entity to recognize a liability for the fair value of a conditional
asset retirement obligation if the fair value can be reasonably estimated. FIN
47 is effective no later than the end of the fiscal year ending after December
15, 2005. The Company does not believe that FIN 47 will have a material impact
on its financial position or results from operations.
In August 2005, the FASB issued SFAS 154, Accounting Changes and Error
Corrections. This statement applies to all voluntary changes in accounting
principle and to changes required by an accounting pronouncement if the
pronouncement does not include specific transition provisions, and it changes
the requirements for accounting for and reporting them. Unless it is
impractical, the statement requires retrospective application of the changes to
prior periods' financial statements. This statement is effective for accounting
changes and correction of errors made in fiscal year beginning after December
15, 2005.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None
DESCRIPTION OF BUSINESS
COMPANY HISTORY
Maven Media Holdings, Inc. is a development stage company, incorporated on March
11, 2008 in the State of Delaware to enter into the royalty-free stock image
online sales industry. (Royalty-free stock content (photography, video,
illustration and sound loops) is content that can be acquired through a
"one-time license" fee, which gives the purchaser the right to use according to
the terms of the license.) The company intends to create an affiliate-based
website, branded "MavenStock.com" where the company's visual media content is
available for viewing, purchasing and downloading. The company plans to solicit
its photographic originals from photographers and content developers and create
an inventory of stock images available for visual content users. The website
will include still photographic images, illustrations, clip art and video clips.
14
To date, the company's operations have been limited to researching our
e-commerce business model and software systems. We have not yet implemented our
business plan or developed our subscription-based website. To date, we have
generated no revenues from our operations.
Adrienne Humphreys serves as officer and director of our company from inception
(March 11, 2008) to current date. No other person other than Ms. Humphreys has
acted as a promoter of Maven Media Holdings, Inc. since our inception. Other
than Ms. Humphrey's purchase of 2,000,000 shares of our common stock on March
31, 2008, Ms. Humphreys has not entered into any agreement with us in which she
is to receive from us or provide to us anything of value. Ms. Humphreys
purchased the 2,000,000 shares of our common stock at a price of $.005 per share
for a total of $10,000.
Maven Media has provided the following information concerning the company and
its business for inclusion in this offering. The information contained herein
does not purport to be all-inclusive or to contain all the information that a
prospector investor may desire. This information contains statements that
constitute "forward looking statements" within the meaning of the U.S. Private
Securities Litigation Reform Act of 1995. Any statements that express or involve
discussions with respect to predictions, business strategy, budgets, development
opportunities or projects, the expected timing of transactions or their
expectations, beliefs, plans, objectives, assumptions or future events or
performance are not statements of historical fact and may be "forward-looking
statements". Forward-looking statement are based on expectations, estimates and
projections at the time the statements are made that involve a number of known
and unknown risks and uncertainties which could cause actual results or events
to differ materially from those anticipated by Maven Media.
INDUSTRY BACKGROUND
The visual content industry supplies images to a varied and growing customer
base, ranging from individual consumers to major multi-national corporations.
Images are used to communicate messages in a wide variety of applications
including print, electronic and broadcast advertising, direct mail and marketing
brochures, educational and training publications, books, magazines, newspapers,
corporate communications and annual reports, motion pictures, broadcasting,
CD-ROM products, sties on the World Wide Web (the "Web" or the "Internet"),
other on-line uses, sales and in-house presentations and various consumer uses.
The visual content industry has grown substantially in recent years. According
to Jon Peddie Research (April, 2007), digital content creation, including the
market for stock digital photographic images, grew 16% from $2.6 billion to
reach more than $3 billion in 2006 and expected to grow to $4.3 billion by 2012.
Getty Images, the largest stock visual content agency in North America, had
annual sales in 2007 of $857 million. Corbis, founded in 1989 and wholly owned
by Microsoft Chairman, Bill Gates, offers more than 100 million creative images
owning collections including the Bettman archive (17 million images) and Sygma,
the European Press Agency, 40 million images). Corbis currently has annual
revenues of $251 million.
PRODUCT DESCRIPTION
MavenStock.com will feature an independent collection of royalty-free images and
digital content available for purchase and immediate download for use in the
development of creative production services and other end use applications. The
content to be available for purchase through the company's website, will include
photographs, video and vector illustrations.
Maven Media will focus on developing an online stock image transaction service.
It is similar to other online stock image agency websites in that it will have
the capabilities for corporations and other online usage buyers to purchase
image usage rights online and to take digital delivery of the image
electronically.
We will offer a "Content Contribution Agreement" which will allow the
photographer/content contributor to retain full control and rights of their
photographs or digital content produced while extending MavenStock.com the right
to indefinitely market, feature and resale the content on the company's website.
15
Maven Media plans to compensate all contributing photographers and content
developers with fees from purchased images/content from MavenStock.com. In
addition to soliciting images from independent photographers and content
developers, MavenStock.com plans to produce content and special collections for
sale and would retain full exclusive rights from all content produced in-house.
FEATURE AND FUNCTIONALITY FOR MAVENSTOCK.COM
Maven Media's website will be an online marketplace that supports a community of
buyers and sellers of affordable royalty-free stock photography and digital
content. The site will feature tools and detailed search capabilities that will
allow for quick search, discovery and purchase of digital content. Content
contributors will be able to access their individual accounts on our secure
servers and manage all account activity from uploading and cataloging images to
financial summary details of their sold/purchased images and basic
administration information. MavenStock.com's website will host a variety of
features for photographers and content developers as well as visual content
users.
- New Member Account Set-Up
- Member Login
- Image Search
- Advanced Search
- Browse Categories
- Detailed Search Results
- Detailed Roll Over Previews
- Detailed Image/Content Information Page
- Download a Composite Placeholder Image
- Lightbox Feature
- Download Image/Online Shopping Cart
- Secure Checkout
- Download of Purchased Image/Content
- Account Manager
- Image Upload Control Panel
- Image Quality Screening and Approval
- Agreements of Copyright and Model/Property Release Clearance
- Support and FAQ
NEW MEMBER ACCOUNT SET-UP
MavenStock.com will be available for searching and browsing of images without
requiring viewers to login. However, certain sections and features of the site
will require its users to be logged in, in order to use. During the registration
process the user will need to provide pertinent information to efficiently
manage their membership. We will require each member, regardless if they are a
content contributor, content purchaser or both, to fill out a form that provides
all contact information and desired account username and password. After they
submit all required information they will be asked to agree to the site usage
and terms by selecting `I Agree" link and then their new account will be
generated and activated on the website. We will then ask the user at this time
if they wish to be a content contributing member to the site. If they select
`Yes," the link will direct them to the content contributor section of the site.
If they say "No," they will be directed to the homepage of MavenStock.com, where
they can proceed to search, browse and purchase images. The new member will be
notified by an automated email response welcoming them to MavenSTock.com and
informing them of important account information.
MEMBER LOGIN
The member login panel will allow existing site members to quickly login with a
username and password of their choice as defined in the account set-up process.
The member login feature will be available on every page to allow for quick and
easy entry into the site's special features. Users will be required to be
16
logged-in if they use the "Lightbox", "Purchase & Download", and "Content
Upload" features. Members will be able to retrieve forgotten username and
passwords through an automated email replay system.
IMAGE SEARCH
An easy to use search field will be displayed in a prominent section on the
website allowing for quick and easy image searches. Searches on MavenStock.com
will be conducted using keyword(s). The more detailed the keyword(s) used in the
search field, the more focused the search results will become. The user will
also be able to narrow the type of content searched by activating or
deactivating the check boxes for "Images", "Videos" and "Illustrations". The
image search feature will be available on every page for quick and easy search
capabilities.
ADVANCED SEARCH
The advanced search section of our website will allow users to apply additional
search filters to help focus or broaden their search parameters. The advanced
search filters will include the standard keyword(s) search option as well as
additional filters such as:" Image Orientation" (Horizontal, Vertical,
Panoramic, and Square), "Image Style" (Color and Black & White), "Member name",
"Image Number", "Video Resolution" (HD-High Definition, SD-Standard Definition,
and WD-Web Definition) and "Video Format" (NTSC or PAL).
BROWSE CATEGORIES
Image researches unsure of what they are looking for can browse images based on
general categories that MavenStock.com will catalog, allowing for quick browsing
of a general category such as "nature" or "Business". We will plan to identify
at least 25-30 mainstream categories available for viewing in our "Browse
Categories" section on the website.
DETAILED SEARCH RESULTS
Upon a user successfully entering a single or several keyword(s) into a search
field and submitting a search query, the MavenStock.com server will return all
available images and content cataloged with that exact or relative keyword. If
the system does not recognize a keyword or recognizes several unique references
to a particular keyword, the server will prompt the user to refine their search
parameters or select the unique reference that's relevant to their search.
(Example: If a site user searches for "Urban" a unique reference query may be
activated and ask the user to narrow the search results by offering the choices
of `Urban: City" or "Urban: Lifestyle".
Once a successful search returns results, the content will be organized into a
grid type format, allowing for easy viewing. A small graphical thumbnail preview
of all the images relevant to the search query will be displayed so the user can
quickly scan and glance at a large amount of content relatively quickly making
image researching highly productive and efficient on MavenStock.com.
While researching images and content users will be able to send photos they like
to a custom lightbox for later review or send directly to their online shopping
cart for purchase.
DETAILED ROLL-OVER PREVIEW
One of MavenStock.com's productivity features will include a hovering detailed
image roll-over window, allowing the user to see a medium-sized watermarked
graphical thumbnail of the highlighted content. The user would initiate this
feature by hovering the computer mouse over the graphical area of any small
image thumbnail on any search results page.
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DETAILED IMAGE / CONTENT INFORMATION PAGE
The detailed image page will feature a comprehensive set of information and
features. The main attribute of this page is a medium-sized watermarked preview
of the image selected from the search results page. Here the user may purchase
the image at various sizes and dpi resolutions. The price of the image will vary
based on the final size and resolution selected. Our estimated prices of the
royalty-free stock images featured on MavenStock.com will be in the range of $5
- - $50 per image.
Also displayed on this page will be the standard file details, including:
Contributing member username, image number, number times the particular image
has been downloaded, additional license information (example: "Extended
License"), date the image was uploaded to MavenStock.com's server, photographer
copyright information, image rating and the contributor's description of the
image or file.
There will be additional features available on this page as well including a
link to view the contributing member's library, which allows a site user to
explore and view all available images from a particular
photographer/contributor. "Email this page to a friend" feature, will allow a
designer or production artist to send links to an associate or client that will
allow them to access and preview a specific page and image on MavenStock.com
without having to perform a search.
The production tools that will round off the "Detailed Image Information Page"
will include a link to "Add Image to a "Lightbox" and "Download a Comp" feature.
If the user is logged in they will have the option to rate the image with an
overall scale between 1 to 5.
DOWNLOAD A COMP
The "Download a Comp" function will allow any member who is logged into the
system the ability to download a low-resolution watermarked image suitable as a
placeholder in any design comps or markup. This provides the end user the
ability to preview a low-resolution watermarked image in their design comps or
applied application prior to committing to purchasing the image.
CUSTOM LIGHTBOX FEATURE
The lighbox feature will allow all logged in members the ability to save any
thumbnail image or content file into a custom lightbox. This provides the "Image
and Content Researcher" a valuable tool because it allows the user to save small
thumbnails and quick links to images of their liking. A lightbox makes for quick
and easy retrievals of past custom searches and saved images. Members will have
full control of their personal lightboxes and will be able to manage, and delete
all searches and saved images.
IMAGE SHOPPING CART / SECURE ONLINE PAYMENT / IMAGE DOWNLOAD
Once a site visitor finds an image they wish to purchase they must select the
image size/resolution and usage rights they would like to purchase. Once
selected, they will be directed to a secure online payment transaction page that
will allow them to enter their credit card and billing information. The user
will be able to purchase a single image and multiple images in one transaction.
Once the credit card has been verified by an authorized payment-processing
center, the user will be able to download all purchased content and image(s). We
will allow the member to download all purchased content within a 24 hour period.
If the user doesn't download the content within that time, they will need to
repurchase the image again.
ACCOUNT MANGER
The account manager will be an automated feature on MavenStock.com's website and
will be a collection of control panels that will allow users to update important
contact information and passwords, review past downloads and receipts of
purchased images, image upload, cataloging and earnings details.
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The CONTACT PANEL will display all information provided during the initial
account set-up. Most info will be modifiable including passwords, addresses,
phone, fax, email, business name and web address.
The DOWNLOAD PANEL will allow users to review all past images purchased. The
content displayed here will be a small thumbnail and information captured during
the purchase transaction. Some of the information that may be available will
include size and resolution of original image downloaded, date and amount of
image purchased along with a link to the creator's portfolio.
The RECEIPT PANEL will allow users to view all past purchase receipts. A sort
filter will allow the users to isolate receipts quickly from a certain time
period or project ID assigned to the original purchase. This will provide a
useful tool to creative professionals alike when it comes to tracking expenses
associated with design development and production.
The UPLOAD PANEL provides any member the ability to upload content quickly and
efficiently to MavenStock.com. The photographer will be able to upload batch
files using a web-browser based ftp utility. Once the images are uploaded and
stored in the photographer's image queue, they will need to catalog the image(s)
with detailed keywords. The more detailed the keywords used in the description
of the image, the better the search results. During the cataloging phase the
photographer will need to attach any model and/or property release agreements
associated with the image.
Once an image has been uploaded and cataloged correctly, the image will need to
be submitted to our review department. During the submittal process the
photographer will need to agree to MavenStock.com's site agreement.
When an image is approved by MavenStock.com, an automated message will be sent
to the contributor, informing them the image is now available for purchase on
the website. If an image is declined an automated message will inform the
contributor why the image was not accepted. MavenStock.com will always have the
right to refuse or deny any content that we feel is unsuitable or inappropriate.
Not all images uploaded will be guaranteed to be added to the website. We will
attempt to explain why the image is being rejected and suggest how to correct
the image for possible re-submittal. This will be achieved by a set of
predefined remarks and parameters that the reviewer can select before declining
an image. Those remarks will be passed along within the automated rejection
message. The contributor will have the opportunity to make any suggested edits
and then resubmit the image at their discretion.
The EARNINGS PANEL will allow members to review detailed earnings information
regarding their content available on MavenStock.com. The photographer will be
able to see at a glance what their total earnings are since joining
MavenStock.com and current balance due from purchased images. At the end of
every month, an account summary will be sent via email to all content
contributing members notifying them of the current balance-due. The content
contributor can request payment at anytime by selecting the "request payment"
button in the control panel interface. To keep processing fees to a minimum, we
will require a minimum account balance of $100 or more before payment
disbursement. If funds are totaling less than $100, they can request funds but
may be subject to a processing fee.
SUPPORT AND FAQ
The support and FAQ section of MavenStock.com will provide contact information
for technical and general business inquiries. We plan to have test users and
focus groups provide us with general questions they have about the site. We plan
to feature these questions on our site in a "Frequently Asked Questions"
section.
REVENUE MODEL
MavenStock.com is a royalty-free image transactional website, where it sells
visual content to various industries. The company shares the revenue with
contributing photographers or content producers at various rates. The following
is a categorized revenue model for MavenStock.com:
19
CONTRIBUTING PHOTOGRAPHER AND CONTENT DEVELOPER
The contributing photographer and content developer will receive a royalty for
each image that sells on the MavenStock.com website. When the contributing
member reaches a minimum balance they will be able to request payment through
their account management tool on the website. There are no annual or hidden fees
for members.
The estimated royalty rate paid to a contributing photographer or content
developer will range based on the amount of content they have contributed to the
MavenStock.com website. There are no minimum upload requirements when signing up
as a contributing member on MavenStock.com.
However, the more images a photographer has posted on Mavenstock.com, the better
the chance of realizing a sale and benefiting from joining MavenStock.com. The
following is the company's estimated royalty rates that will be offered to
contributing members.
Royalty Rates for Contributing Members (Rates and requirements subject to
change.)
Royalty Rate Content Requirements
------------ --------------------
35% 1 - 200 IMAGES Uploaded, Approved & Listed on the
(65% For MavenStock) MavenStock.com website.
40% 201 - 500 Images Uploaded, Approved & Listed on the
(60% For MavenStock) MavenStock.com website.
45% 501 - 999 Images Uploaded, Approved & Listed on
(55% For MavenStock) MavenStock.com website.
50% 1,000+ Images Uploaded, Approved & Listed on the
(50% For MavenStock) MavenStock.com website.
MAVENSTOCK.COM OWNED IMAGES
To build additional value for the company, MavenStock.com will be producing and
developing their own visual content available for sale on the company's website.
Content created by the company and/or under contract for MavenStock.com,
resulting in the company retaining 100% of the sale price when the image is
purchased. This will also build an inherent value because these images will only
be available exclusively at MavenStock.com. These collections can later be
contracted out to other stock photography websites and collections.
VISUAL CONTENT PURCHASES
When an image is purchased from the MavenStock.com website and downloaded from
the server, an ecommerce transaction is produced and completed. The following is
the estimated content purchase fee schedule:
20
Photographs & Illustrations (Prices subject to change.)
Price Per Image Image Size/Resolution
--------------- ---------------------
$ 5 Extra Small Image Size
Web Resolution - 72 DPI
$10 Small Image Size
Web Resolution - 72 DPI
$20 Medium Image Size
Print Resolution - 300 DPI
$25 Large Image Size
Print Resolution - 300 DPI
$35 Extra Large Image Size
Print Resolution - 300 DPI
Motion & Film (Prices subject to change.)
Price Per Clip Image Size/Resolution
-------------- ---------------------
$10 240 X 180
$15 320 X 240
$30 NTSC / PAL
$40 720 HD
$50 1080 HD
MARKETING
The internet product and services industry has developed some time tested
marketing techniques that are still valid in today's market environment.
Internet marketing can be very cost effective in branding a product to a very
large audience. These techniques include non-spam direct email initiatives,
registration with well-established industry-wide search engines and reciprocal
marketing arrangements with similar websites.
Maven Media plans to promote the awareness of its MavenStock.com's website
through a marketing plan for photographers, content developers and visual
content users that will consists of the following components:
- Internet Search Placement & Registration
- Direct Mail
- Banner Advertising
- Email Advertising
- Professional Associations & Sponsorships
21
INTERNET SEARCH PLACEMENT & REGISTRATION
MavenStock.com plans to advertise and register with all major search engines
including Google and Yahoo. We will attempt to purchase top placement for search
results related to "royalty-free stock images". In addition we will tag our
website with related keywords so we will appear predominately in standard
searches as well.
FOR PHOTOGRAPHERS AND CONTENT DEVELOPERS
DIRECT MAIL
Our plan is to create a monthly direct mail marketing campaign targeted toward
photographers and content developers, where we mail out a monthly oversized
postcard with a branded message that we anticipate will attract photographers to
the site, which in turn could lead to submission of images to our database.
BANNER ADVERTISING
We plan to identify, design and place several banner ads on popular photographic
and other industry related websites advertising our "Call for Entries". The
banner ad will allow users to click-through to a specific landing page on our
website.
EMAIL ADVERTISING
We plan to produce an email newsletter that will be sent to registered members
of MavenStock.com. In addition, we plan to purchase several lists of email
addresses from industry related publications and specialty website (non-spam).
Recipients of these emails can opt out at anytime by selecting the appropriate
link in the body of the email.
PROFESSIONAL ASSOCIATIONS & SPONSORSHIPS
We plan to work at establishing relationships with several professional
photography associations and market our services to their members. We will
create special incentives to entice their members to join our contributor
program. We may also sponsor certain events and functions with these alliance
associations to further our brand awareness.
FOR VISUAL CONTENT USERS
DIRECT MAIL
Our plan is to create a quarterly direct mail marketing campaign targeted toward
visual content purchasers (art directors, graphic designers). We plan to mail
out a quarterly pocket size calendar and postcard with a branded message that we
anticipate will attract visual content customers to the site, which in turn
could lead to the purchase of images contained in our database.
BANNER ADVERTISING
Our company plans to identify and place several banner ads on popular creative
resource websites, advertising our collection of affordable "Royalty Free
Images". The banner ad will allow users to click-through to a specific landing
page on our website to begin their image or content search.
22
PROFESSIONAL ASSOCIATIONS & SPONSORSHIPS
We plan to work at establishing relationships with several professional creative
and design associations and market our services to their members. We may also
sponsor certain events and functions with these alliance associations to further
our brand awareness.
DISTRIBUTION METHODS
Maven Media plans to market to photographers and visual content developers
(illustrators, graphic designers, animators and cinematographers and other
visual artists) to seek inventory for sales to visual content users (advertising
companies, art directors and graphic designers).
STATUS OF ANY PUBLICLY ANNOUNCED NEW PRODUCTS
We have not publicly announced any new products.
COMPETITION
We expect to face significant competition in the stock content media industry.
This would include larger stock content media companies such as Gettyimages.com
and istockphoto.com who have greater financial, marketing and other resources,
as well as more experience in the stock content media industry.
We cannot guarantee that we will be able to compete effectively and because we
have not yet begun operations we do not have a competitive position relative to
these other companies. Our competitors include gettyimages.com, istockphoto.com
and snapvillage.com. Our operations and our ability to generate revenues will be
harmed if we are unable to establish a reputation as a provider of quality
royalty-free stock content.
SOURCES AND AVAILABILITY OF PRODUCTS
The Company has identified numerous photographers, illustrators, graphic
designers, animators, cinematographers and other visual artists who will be
contacted to supply content for MavenStock images. As discussed in the
Description of Business section of this prospectus, we anticipate utilizing many
different sources of royalty-free stock content to add to our library of stock
media images.
DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS
We feel that because of the potential wide base of customers for our services,
we will not rely on one or few major customers.
PATENTS AND TRADEMARKS
We do not own, either legally or beneficially, any patents or trademarks.
NEED FOR ANY GOVERNMENT APPROVAL OF PRINCIPAL PRODUCTS
We are not required to apply for or have any government approval for our product
or service.
GOVERNMENT AND INDUSTRY REGULATION
We will be subject to federal laws and regulations that relate directly or
indirectly to our operations including securities laws. We will also be subject
to common business and tax rules and regulations pertaining to the operation of
our business.
23
RESEARCH AND DEVELOPMENT EXPENDITURES
Other than time spent researching our proposed business we have not spent any
funds on research and development activities to date. We do not currently plan
to spend any funds on research and development activities in the future.
ENVIRONMENTAL LAWS
Our operations are not subject to any environmental laws.
FACILITIES
We currently do not own any physical property or own any real property. We
currently utilize space provided to us on a rent free basis from our officer and
director, Adrienne Humphreys, at 1649 Dartmouth Street, Chula Vista, CA 91913.
Management believes the current premises are sufficient for its needs at this
time.
EMPLOYEES AND EMPLOYMENT AGREEMENTS
We have no employees other than our officer and director as of the date of this
prospectus. Ms. Humphreys currently devotes approximately 10 hours per week to
company matters and after receiving funding, she plans to devote as much time as
the Board of Directors determines is necessary to manage the affairs of the
company. There are no formal employment agreements between the company and our
current employee.
LEGAL PROCEEDINGS
We are not involved in any pending legal proceeding nor are we aware of any
pending or threatened litigation against us.
DIRECTOR, EXECUTIVE OFFICER, PROMOTER AND CONTROL PERSON
The names, ages and titles of our executive officers and director are as
follows:
Name and Address of Executive
Officer and/or Director Age Position
----------------------- --- --------
Adrienne Humphreys 38 President, Secretary, Treasurer
1649 Dartmouth Street and Director
Chula Vista, CA 91913
Ms. Humphreys is the promoter of Maven Media Holdings, Inc., as that term is
defined in the rules and regulations promulgated under the Securities and
Exchange Act of 1933.
TERM OF OFFICE
Our director is appointed to hold office until the next annual meeting of our
stockholders or until her successor is elected and qualified, or until she
resigns or is removed in accordance with the provisions of the Delaware Revised
Statutes. Our officer is appointed by our Board of Directors and holds office
until removed by the Board.
SIGNIFICANT EMPLOYEES
We have no significant employees other than our officer and/or director, Ms.
Adrienne Humphreys. Ms. Humphreys currently devotes approximately 10 hours per
week to company matters. After receiving funding per our business plan, Ms.
Humphreys intends to devote as much time as the Board of Directors deem
necessary to mange the affairs of the company.
24
Ms. Humphreys has not been the subject of any order, judgment, or decree of any
court of competent jurisdiction, or any regulatory agency permanently or
temporarily enjoining, barring, suspending or otherwise limited her from acting
as an investment advisor, underwriter, broker or dealer in the securities
industry, or as an affiliated person, director or employee of an investment
company, bank, savings and loan association, or insurance company or from
engaging in or continuing any conduct or practice in connection with any such
activity or in connection with he purchase or sale of any securities.
Ms. Humphreys has not been convicted in any criminal proceeding (excluding
traffic violations) nor is she subject of any currently pending criminal
proceeding.
We will conduct our business through agreements with photographers and other
content media providers, consultants and arms-length third parties. Currently,
we have no formal agreements in place.
RESUME
ADRIENNE HUMPHREYS serves as President, Secretary and Treasurer of Maven Media
Holdings, Inc. since March 11, 2008 (inception) to current. From August, 2001 to
current, Ms. Humphreys serves as creative director and co-founder of FocalScape,
Inc., a multi media creative design company in San Diego, CA. From January, 2006
to December, 2007, she served as Director of Focalscape Media Corp., San Diego,
CA. From October, 1999 through August, 2005, she served as president and
director of Tasco International, Inc., a publicly listed company on the OTCBB.
She has over 20 years experience in the media graphic design and other visual
content development and holds 15 numerous creative design and advertising awards
including 12 Telly Awards in 2005 for best editing, best art direction, best use
of special effects, best use of digital graphics and best use of animation. She
holds a certificate of completion of media and visualization design from the
University of California San Diego located in LaJolla, CA.
EXECUTIVE COMPENSATION
MANAGEMENT COMPENSATION
Our current director and officer is Adrienne Humphreys.
The table below summarizes all compensation awarded to, earned by, or paid to
our executive officers by any person for all services rendered in all capacities
to us for the period from our inception through to March 31, 2008:
Annual Compensation Long Term Compensation
--------------------------------- ---------------------------------
Restricted
Other Annual Stock Options/* LTIP All Other
Name Title Year Salary($) Bonus Compensation Awarded SARs(#) Payouts($) Compensation
- ---- ----- ---- --------- ----- ------------ ------- ------- ---------- ------------
Adrienne President, 2008 $0 $0 $0 $0 $0 $0 $0
Humphreys Secretary,
Treasurer,
and Director
There are no current employment agreements between the company and its
officer/director.
On March 31, 2007, a total of 2,000,000 shares of common stock were issued to
Ms. Adrienne Humphreys in exchange for cash in the amount of $10,000 or $0.005
per share. The terms of this stock issuance was as fair to the company, in the
opinion of the board of director, as if it could have been made with an
unaffiliated third party.
25
Ms. Humphreys currently devotes approximately 10 hours per week to manage the
affairs of the company. She has agreed to work with no remuneration until such
time as the company receives sufficient revenues necessary to provide management
salaries. At this time, we cannot accurately estimate when sufficient revenues
will occur to implement this compensation, or what the amount of the
compensation will be.
There are no annuity, pension or retirement benefits proposed to be paid to the
officer or director or employees in the event of retirement at normal retirement
date pursuant to any presently existing plan provided or contributed to by the
company or any of its subsidiaries, if any.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Ms. Humphreys will not be paid for any underwriting services that she performs
on our behalf with respect to this offering. She will also not receive any
interest on any funds that she may advance to us for expenses incurred prior to
the offering being closed. Any funds loaned will be repaid from the proceeds of
the offering.
On March 31, 2008, a total of 2,000,000 shares of Common Stock was issued to Ms.
Humphreys in exchange for $10,000, or $0.005 per share. All of such shares are
"restricted" securities, as that term is defined by the Securities act of 1933,
as amended, and are held by a director of the Company. (See "Dilution".)
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information concerning the number of
shares of our common stock owned beneficially as of May 22, 2008 by: (i) each
person (including any group) known to us to own more than five percent (5%) of
any class of our voting securities, (ii) our director, and or (iii) our officer.
Unless otherwise indicated, the stockholder listed possesses sole voting and
investment power with respect to the shares shown.
Amount and Nature Percentage of
of Beneficial Common
Title of Class Name and Address of Beneficial Owner Ownership Stock(1)
- -------------- ------------------------------------ --------- --------
Common Stock Adrienne Humphreys, Director 2,000,000
1649 Dartmouth Street Direct 100%
Chula Vista, CA 91913
Common Stock Officer and/or director as a Group 2,000,000 100%
HOLDERS OF MORE THAN 5% OF OUR COMMON STOCK
- ----------
(1) A beneficial owner of a security includes any person who, directly or
indirectly, through any contract, arrangement, understanding, relationship,
or otherwise has or shares: (i) voting power, which includes the power to
vote, or to direct the voting of shares; and (ii) investment power, which
includes the power to dispose or direct the disposition of shares. Certain
shares may be deemed to be beneficially owned by more than one person (if,
for example, persons share the power to vote or the power to dispose of the
shares). In addition, shares are deemed to be beneficially owned by a
person if the person has the right to acquire the shares (for example, upon
exercise of an option) within 60 days of the date as of which the
information is provided. In computing the percentage ownership of any
person, the amount of shares outstanding is deemed to include the amount of
shares beneficially owned by such person (and only such person) by reason
of these acquisition rights. As a result, the percentage of outstanding
shares of any person as shown in this table does not necessarily reflect
the person's actual ownership or voting power with respect to the number of
shares of common stock actually outstanding on May 22, 2008. As of May 22,
2008, there were 2,000,000 shares of our common stock issued and
outstanding.
26
DESCRIPTION OF SECURITIES
GENERAL
Our authorized capital stock consists of 80,000,000 shares of common stock, with
a par value of $0.0001 per share. As of May 22, 2008, there were 2,000,000
shares of our common stock of our common stock issued and outstanding that was
held of record by one (1) registered stockholder.
COMMON STOCK
The following is a summary of the material rights and restrictions associated
with our common stock. This description does not purport to be a complete
description of all of the rights of our stockholders and is subject to, and
qualified in its entirety by, the provisions of our most current Articles of
Incorporation and Bylaws, which are included as exhibits to this Registration
Statement.
The holders of our common stock currently have (i) equal ratable rights to
dividends from funds legally available therefore, when, as and if declared by
the Board of Directors of the Company; (ii) are entitled to share ratably in all
of the assets of the Company available for distribution to holders of common
stock upon liquidation, dissolution or winding up of the affairs of the Company
(iii) do not have preemptive, subscription or conversion rights and there are no
redemption or sinking fund provisions or rights applicable thereto; and (iv) are
entitled to one non-cumulative vote per share on all matters on which stock
holders may vote. All shares of common stock now outstanding are fully paid for
and non-assessable and all shares of common stock which are the subject of this
offering, when issued, will be fully paid for and non-assessable. Please refer
to the Company's Articles of Incorporation, By-Laws and the applicable statutes
of the State of Delaware for a more complete description of the rights and
liabilities of holders of the Company's securities.
NON-CUMULATIVE VOTING
The holders of shares of common stock of the Company do not have cumulative
voting rights, which means that the holder of more than 50% of such outstanding
shares, voting for the election of director, can elect all of the directors to
be elected, if she so chooses, and, in such event, the holders of the remaining
shares will not be able to elect any of the Company's directors. After this
Offering is completed, the present stockholder will own 60% of the outstanding
shares. (See "Dilution").
DIVIDEND POLICY
We have never declared or paid any cash dividends on our common stock. We
currently intend to retain future earnings, if any, to finance the expansion of
our business. As a result, we do not anticipate paying any cash dividends in the
foreseeable future.
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Our Certificate of Incorporation provide that we will indemnify an officer,
director, or former officer or director, to the full extent permitted by law. We
have been advised that, in the opinion of the SEC, indemnification for
liabilities arising under the Securities Act is against public policy as
expressed in the Securities Act, and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment of expenses incurred or paid by a director, officer or controlling
person in the successful defense of any action, suit or proceeding) is asserted
by one of our director, officers, or controlling persons in connection with the
securities being registered, we will, unless in the opinion of our legal counsel
the matter has been settled by controlling precedent, submit the question of
whether such indemnification is against public policy to a court of appropriate
jurisdiction. We will then be governed by the court's decision.
27
LEGAL MATTERS
No expert or counsel named in this prospectus as having prepared or certified
any part of this prospectus or having given an opinion upon the validity of the
securities being registered or upon other legal matters in connection with the
registration or offering of the common stock was employed on a contingency
basis, or had, or is to receive, in connection with the offering, a substantial
interest, direct or indirect, in our company or any of its parents or
subsidiaries. Nor was any such person connected with our company or any of its
parents or subsidiaries as a promoter, managing or principal underwriter, voting
trustee, director, officer, or employee.
EXPERTS
The law firm of Robert C. Weaver, Jr. has passed upon the validity of the shares
being offered and certain other legal matters and is representing us in
connection with this offering. Mr. Weaver's consent is attached to this
prospectus as an exhibit.
Michael Moore, CPA, our independent registered public accountant, has audited
our financial statements included in this prospectus and registration statement
to the extent and for the periods set forth in their audit report. Mr. Moore has
presented its report with respect to our audited financial statements. The
report of Michael Moore is included in reliance upon their authority as experts
in accounting and auditing, and his consent is attached to this prospectus as an
exhibit.
AVAILABLE INFORMATION
We have not previously been required to comply with the reporting requirements
of the Securities Exchange Act. We have filed with the SEC a registration
statement on Form S-1 to register the securities offered by this prospectus. For
future information about us and the securities offered under this prospectus,
you may refer to the registration statement and to the exhibits filed as a part
of the registration statement.
In addition, after the effective date of this prospectus, we will be required to
file annual, quarterly and current reports, or other information with the SEC as
provided by the Securities Exchange Act. You may read and copy any reports,
statements or other information we file at the SEC's public reference facility
maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You can
request copies of these documents, upon payment of a duplicating fee, by writing
to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the
operation of the public reference room. Our SEC filings are also available to
the public through the SEC Internet site at www.sec.gov.
FINANCIAL STATEMENTS
The financial statements of Maven Media Holdings, Inc. for the year ended March
31, 2008, and related notes, included in this prospectus have been audited by
Moore & Associates, CPA, and have been so included in reliance upon the opinion
of such accountants given upon their authority as an expert in auditing and
accounting.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
We have had no changes in or disagreements with our accountants.
28
MOORE & ASSOCIATES, CHARTERED
ACCOUNTANTS AND ADVISORS
PCAOB REGISTERED
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Maven Media Holdings, Inc.
(A Development Stage Company)
We have audited the accompanying balance sheet of Maven Media Holdings, Inc. (A
Development Stage Company) as of March 31, 2008, and the related statements of
operations, stockholders' equity and cash flows for the period from inception on
March 11, 2008 through March 31, 2008. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Maven Media Holdings, Inc. (A
Development Stage Company) as of March 31, 2008, and the related statements of
operations, stockholders' equity and cash flows for the period from inception on
March 11, 2008 through March 31, 2008, in conformity with accounting principles
generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 6 to the
financial statements, the Company has incurred cumulative net losses of $0.00
since its inception and requires capital for its contemplated operational and
marketing activities to take place, which raises substantial doubt about its
ability to continue as a going concern. Management's plans concerning these
matters are also described in Note 6. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
/s/ Moore & Associates, Chartered
- -----------------------------------------
Moore & Associates Chartered
Las Vegas, Nevada
May 12, 2008
2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146
(702) 253-7499 Fax (702) 253-7501
F-1
Maven Media Holdings, Inc.
(A Development Stage Company)
Balance Sheet
March 31,
2008
-------
ASSETS
Current Assets
Cash $10,500
-------
Total Current Assets 10,500
Fixed Assets
Total Fixed Assets 0
-------
Total Assets $10,500
=======
LIABILITIES
Current Liabilities
Loan from director $ 500
Account Payables 0
-------
Total Current Liabilities 500
-------
Long term Liabilities 0
-------
Total Liabilities $ 500
=======
EQUITY
80,000,000 Common Shares Authorized at $.0001 Par value
2,000,000 common shares issued and outstanding $ 200
Additional Paid in Capital 9,800
Accumulated Deficit during Exploration Stage 0
-------
Total Stockholders Equity 10,000
-------
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY $10,500
=======
The accompanying notes are an integral part of these financial statements.
F-2
Maven Media Holdings, Inc.
(A Development Stage Company)
Statement of Income
For the period from
March 11, 2008
(inception) to
March 31,
2008
----------
Revenue $ 0
----------
Expenses
Accounting & Legal Fees 0
Administrative 0
Bank Service Charge 0
Total Expenses 0
----------
Other Income (expenses) 0
----------
Income
Interest Income 0
Provision For Income Taxes 0
----------
Net Income (Loss) $ 0
==========
Basic & Diluted (Loss) per Share (0.000)
==========
Weighted Average Number of Common Shares 2,000,000
==========
The accompanying notes are an integral part of these financial statements.
F-3
Maven Media Holdings, Inc.
(A Development Stage Company)
Statement of Stockholder's Equity
From Inception March 11, 2008
to March 31, 2008
Deficit
Accumulated
Common Stock Preferred Stock During
------------------- ------------------- Paid in Development Total
Shares Amount Shares Amount Capital Stage Equity
------ ------ ------ ------ ------- ----- ------
Common Shares issued to founders
on 3/31/08 @ $0.005 per share,
par value .0001 2,000,000 $ 200 -- $ -- $ 9,800 $ 10,000
Net (Loss) for period $ 0 0
---------- ------ ------ ------- ------- ------- --------
Balance, March 31, 2008 2,000,000 $ 200 -- $ -- $ 9,800 $ 0 $ 10,000
========== ====== ====== ======= ======= ======= ========
The accompanying notes are an integral part of these financial statements.
F-4
Maven Media Holdings, Inc.
(A Development Stage Company)
Statement of Cash Flows
For the period from
March 11, 2008
(inception) to
March 31,
2008
--------
OPERATING ACTIVITIES
Net Income (Loss) $ 0
Accounts Payable 0
--------
NET CASH FROM OPERATING ACTIVITIES 0
INVESTING ACTIVITIES 0
FINANCING ACTIVITIES
Loan from Officer 500
Common Shares Issued to Founders, @ $0.005 Per Share 10,000
--------
NET CASH FROM INVESTING ACTIVITIES 10,500
Net Cash 10,500
Cash at Beginning of Period 0
--------
CASH AT END OF PERIOD $ 10,500
========
Supplemental Disclosure of Cash Flow Information
Cash paid for:
Interest Expense $ 0
--------
Income Taxes $ 0
--------
The accompanying notes are an integral part of these financial statements.
F-5
MAVEN MEDIA HOLDINGS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
March 31, 2008
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Maven Media Holdings, Inc. (the Company) was incorporated on March 11, 2008
under the laws of the State of Delaware. The Company plans to enter into the
stock photographic image online sales industry and create an affiliate-based
website, branded "Mavenstock.com" where the company's photographic content
database is available for viewing, purchasing and downloading.
The Company is a development stage enterprise in accordance with Statement of
Financial Accounting Standards ("SFAS") No. 7. The Company has been in the
development stage since its formation and has not yet realized any revenues from
its planned operations.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The Company reports revenue and expenses using the accrual method of accounting
for financial and tax reporting purposes.
USE OF ESTIMATES
Management uses estimates and assumptions in preparing these financial
statements in accordance with generally accepted accounting principles. Those
estimates and assumptions affect the reported amounts of assets and liabilities,
the disclosure of contingent assets and liabilities, and the reported revenues
and expenses.
DEPRECIATION, AMORTIZATION AND CAPITALIZATION
The Company records depreciation and amortization, when appropriate, using both
straight-line method over the estimated useful lives of the assets (five to
seven years). Expenditures for maintenance and repairs are charged to expense as
incurred. Additions, major renewals and replacements that increase the
property's useful life are capitalized. Property sold or retired, together with
the related accumulated depreciation is removed from the appropriate accounts
and the resultant gain or loss is included in net income.
INCOME TAXES
The company provides for income taxes under Statement of Financial Accounting
Standards No. 109, Accounting for Income Taxes. SFAS No. 109 requires the use of
an asset and liability approach in accounting for income taxes. Deferred tax
assets and liabilities are recorded based on the differences between the
financial statement and tax bases of assets and liabilities and the tax rates in
effect when these differences are expectedt reverse.
F-6
MAVEN MEDIA HOLDINGS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
March 31, 2008
SFAS No. 109 requires the reduction of deferred tax assets by a valuation
allowance if, based on the weight of available evidence, it is more likely than
not that some of all of the deferred tax assets will not be realized.
The provision for income taxes differs from the amounts which would be provided
by applying the statutory federal income tax rate to net loss before provision
for income taxes for the following reasons:
As of March 31, 2008
--------------------
Income tax expense at statutory rate $ 0
Valuation allowance 0
--------
Income tax expense per books $ 0
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FAIR VALUE OF FINANCIAL INSTRUMENTS
Financial accounting Standards Statement No. 107, "Disclosures about Fair Value
of Financial Instruments", requires the Company to disclose, when reasonably
attainable, the fair market values of its assets and liabilities which are
deemed to be financial instruments. The Company's financial instruments consist
primarily of cash and certain investments.
INVESTMENTS
Investments that are purchased in other companies are valued at cost less any
impairment in the value that is other than temporary in nature.
PER SHARE INFORMATION
The Company computes per share information in accordance with SFAS No. 128,
"Earnings per Share" which requires presentation of both basic and diluted
earnings per share on the face of the statement of operations. Basic loss per
share is computed by dividing the net loss available to common shareholders by
the weighted average number of common shares outstanding during such period.
F-7
MAVEN MEDIA HOLDINGS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
March 31, 2008
Diluted loss per share gives effect to all dilutive potential common shares
outstanding during the period. Dilutive loss per share excludes all potential
common shares if their effect is anti-dilutive. The Company has basic and
diluted loss per share of $0.0001.
ADVERTISING AND MARKETING
There were no advertising and marketing expenses for the period ended March 31,
2008.
NOTE 3 - COMMITMENTS AND CONTINGENCIES
LITIGATION
The Company is not presently involved in any litigation.
NOTE 4 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In February 2006, the FASB issued SFAS No. 155, "Accounting for Certain Hybrid
Financial Instruments-an amendment of FASB Statements No. 133 and 140" to
simplify and make more consistent the accounting for certain financial
instruments. SFAS No. 155 amends SFAS No. 133 "Accounting for Derivative
Instruments and Hedging Activities", to permit fair value re-measurement for any
hybrid financial instrument with an embedded derivative that otherwise would
require bifurcation, provided that the whole instrument is accounted for on a
fair value basis. SFAS NO. 155 amends SFAS NO. 140, "Accounting for the
Impairment or disposal of Long-Lived Assets" to allow a qualifying
special-purpose entity to hold a derivative financial instrument that pertains
to a beneficial interest other than another derivative financial instrument.
SFAS No. 155 applies to all financial instruments acquired or issued after the
beginning of an entity's first fiscal year that begins after September 15, 2006,
with earlier application allowed.
In March 2006, the FASB issued SFAS No. 156 "Accounting for Servicing of
Financial Assets, an amendment of FASB Statement NO. 140, Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities".
This statement requires all separately recognized servicing assets and servicing
liabilities be initially measured at fair value, if practicable, and permits for
subsequent measurement using either fair value measurement with changes in fair
value reflected in earning or the amortization and impairment requirement of
Statement No. 140. The subsequent measurement of separately recognized servicing
assets and servicing liabilities at fair value eliminates the necessity for
entities that manage the risks inherent in servicing assets and servicing
liabilities with derivatives t qualify for hedge accounting treatment and
eliminates the characterization of declines in fair value as impairments or
direct write-downs. SFAS No. 156 is effective for an entity's first fiscal year
beginning after September 15, 2006.
F-8
MAVEN MEDIA HOLDINGS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
March 31, 2008
These statements are not expected to have a significant effect on the Company's
future reported financial position or results of operations.
NOTE 5 - GOING CONCERN
Future issuances of the Company's equity or debt securities will be required in
order for the Company to continue to finance its operations and continue as a
going concern. The Company's present revenues are insufficient to meet operating
expenses.
The financial statements of the Company have been prepared assuming that the
Company will continue as a going concern, which contemplates, among other
things, the realization of assets and the satisfaction of liabilities in the
normal course of business. The Company has incurred cumulative net losses of
$0.00 since its inception and requires capital for its contemplated operational
and marketing activities to take place. The Company's ability to raise
additional capital through the future issuances of common stock is unknown. The
obtainment of additional financing, the successful development of the Company's
contemplated plan of operations, and its transition, ultimately, to the
attainment of profitable operations are necessary for the Company to continue
operations. The ability to successfully resolve these factors raise substantial
doubt about the Company's ability to continue as a going concern. The financial
statements of the Company do not include any adjustments that may result from
the outcome of these aforementioned uncertainties.
NOTE 6 - RELATED PARTY TRANSACTIONS
Adrienne Humphreys, the sole officer and director of the Company may, in the
future, become involved in other business opportunities as they become
available, thus she may face a conflict in selecting between the Company and her
other business opportunities. The Company has not formulated a policy for the
resolution of such conflicts.
Adrienne Humphreys, the sole officer and director of the Company, will not be
paid for any underwriting services that she performs on behalf of the Company
with respect to the Company's current S-1 offering. She will also not receive
any interest on any funds that she advances to the Company for offering expenses
prior to the offering being closed which will be repaid from the proceeds of the
offering.
While the Company is seeking additional capital, Ms. Humphreys has advanced
funds to the Company to pay for any costs incurred by it. These funds are
interest free. The balance due Ms. Humphreys was $500 on March 31, 2008.
NOTE 7 - STOCK TRANSACTIONS
Transactions, other than employees' stock issuance, are in accordance with
paragraph 8 of SFAS 123. Thus issuances shall be accounted for based on the fair
value of the consideration received. Transactions with employees' stock issuance
are in accordance with paragraphs (16-44) of SFAS 123. These issuances shall be
F-9
MAVEN MEDIA HOLDINGS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
March 31, 2008
accounted for based on the fair value of the consideration received or the fair
value of the equity instruments issued, or whichever is more readily
determinable.
NOTE 8 - STOCKHOLDERS' EQUITY
The stockholders' equity section of the Company contains the following classes
of capital stock as of March 31, 2008:
Common Stock, $ 0.0001 par value: 80,000,000 shares authorized; 2,000,000 shares
issued and outstanding.
On March 31, 2008, the Company issued a total of 2,000,000 shares of common
stock to one director for cash in the amount of $0.005 per share for a total of
$10,000.
As of March 31, 2008 the Company had 2,000,000 shares of common stock issued and
outstanding.
F-10
DEALER PROSPECTUS DELIVERY OBLIGATION
Until 90 days after the date of this prospectus, all dealers that effect
transactions in these securities, whether or not participating in this offering,
may be required to deliver a prospectus. This is in addition to the dealer's
obligation to deliver a prospectus when acting as underwriters and with respect
to their unsold allotments or subscriptions.