U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2008
Commission File Number 333-151108
Maven Media Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
1649 Dartmouth Street
Chula Vista, CA 91913
(Address of principal executive offices, including zip code)
(619) 866-6160
(Telephone number, including area code)
With Copy to:
Law Office of Robert C. Weaver, Jr.
721 Devon Court
San Diego, CA 92109
Telephone (858) 488-4433 Facsimile (858) 488-2555
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the last 90 days. YES [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer,"
"non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 or the Exchange Act). YES [X] NO [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 3,000,000 shares as of November 6,
2008.
ITEM 1. FINANCIAL STATEMENTS
The quarterly financial statements for the period ended September 30, 2008,
prepared by the company, immediately follow.
2
Maven Media Holdings, Inc.
(A Development Stage Company)
(unaudited)
Balance Sheets
Six months
ended Year Ended
September 30, March 31,
2008 2008
-------- --------
ASSETS
Current Assets
Cash $ 28,542 $ 10,500
-------- --------
Total Current Assets 28,542 10,500
Fixed Assets
Total Fixed Assets 0 0
-------- --------
Total Assets $ 28,542 $ 10,500
======== ========
LIABILITIES
Current Liabilities
Loan from director $ 500 $ 500
Account Payables 0 0
-------- --------
Total Current Liabilities 500 500
-------- --------
Long term Liabilities 0 0
-------- --------
Total Liabilities 500 500
======== ========
EQUITY
80,000,000 Common Shares Authorized at $ .0001 par value
3,000,000 common shares issued and outstanding 300 200
Additional Paid in Capital 39,700 9,800
Accumulated Deficit during Development Stage (11,958) 0
-------- --------
Total Stockholders Equity 28,042 10,000
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY $ 28,542 $ 10,500
======== ========
The accompanying notes are an integral part of these financial statements.
3
Maven Media Holdings, Inc.
(A Development Stage Company)
(unaudited)
Statements of Income
For the period from
Three months Six months March 11, 2008
ended ended (inception) to
September 30, September 30, September 30,
2008 2008 2008
---------- ---------- ----------
Revenue $ 0 $ 0 $ 0
---------- ---------- ----------
Expenses
Accounting & Legal Fees 1,950 4,100 6,050
Administrative 3,220 2,763 5,983
Bank Service Charge 0 0 0
---------- ---------- ----------
Total Expenses 5,170 6,863 12,033
---------- ---------- ----------
Other Income (expenses) 0 75 75
---------- ---------- ----------
0 75 75
Income
Interest Income 0 0 0
Provision For Income Taxes 0 0 0
---------- ---------- ----------
Net Income (Loss) $ (5,170) $ (6,788) $ (11,958)
========== ========== ==========
Basic & Diluted (Loss) per Share (0.000) (0.000) (0.000)
========== ========== ==========
Weighted Average Number of Common Shares 2,826,087 2,415,301 2,826,087
========== ========== ==========
The accompanying notes are an integral part of these financial statements.
4
Maven Media Holdings, Inc.
(A Development Stage Company)
(unaudited)
STATEMENTS OF STOCKHOLDERS' EQUITY
From Inception March 11, 2008 to Sept. 30, 2008
Deficit
Accumulated
Common Stock Preferred Stock During
------------------- ------------------- Paid in Development Total
Shares Amount Shares Amount Capital Stage Equity
------ ------ ------ ------ ------- ----- ------
Balance at Inception on
March 11, 2008 -- $ -- -- $ -- $ -- $ -- $ --
--------- ------ ------- ------ -------- -------- --------
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 the period from
inception on March 11, 2008 to
March 31, 2008 -- --
--------- ------ ------- ------ -------- -------- --------
Balance, March 31, 2008 2,000,000 200 -- -- 9,800 -- 10,000
========= ====== ======= ====== ======== ======== ========
Net (Loss) for the period ending
June 30, 2008 (6,788) (6,788)
--------- ------ ------- ------ -------- -------- --------
Balance, June 30, 2008 2,000,000 200 -- -- 9,800 (6,788) 3,212
========= ====== ======= ====== ======== ======== ========
Common Shares issued to individuals
on 7/16/08 @ $0.03 per share, par
value .0001 1,000,000 100 29,900 30,000
Net (Loss) for the period ending
September 30, 2008 (5,170) (5,170)
--------- ------ ------- ------ -------- -------- --------
Balance, September 30, 2008 3,000,000 $ 300 -- $ -- $ 39,700 $(11,958) $ 28,042
========= ====== ======= ====== ======== ======== ========
The accompanying notes are an integral part of these financial statements.
5
Maven Media Holdings, Inc.
(A Development Stage Company)
(unaudited)
Statements of Cash Flows
For the period from
Three months Six months March 11, 2008
ended ended (inception) to
September 30, September 30, September 30,
2008 2008 2008
-------- -------- --------
OPERATING ACTIVITIES
Net Income (Loss) $ (5,170) $ (6,788) $(11,958)
Accounts Payable 0 0 0
-------- -------- --------
NET CASH FROM OPERATING ACTIVITIES (5,170) (6,788) (11,958)
FINANCING ACTIVITIES
0 0 0
INVESTING ACTIVITIES
Loan from Officer 0 0 500
Common Shares Issued to Founders, @ $0.005 Per Share 0 0 10,000
Common Shares Issued to Individuals @ $0.03 Per Share 30,000 0 30,000
-------- -------- --------
NET CASH FROM INVESTING ACTIVITIES 30,000 0 40,500
NET CASH 24,830 (6,788) 28,542
Cash at Beginning of Period 3,712 10,500 0
-------- -------- --------
CASH AT END OF PERIOD $ 28,542 $ 3,712 $ 28,542
======== ======== ========
Supplemental Disclosure of Cash Flow Information
Cash paid for:
Interest Expense $ 0 $ 0 $ 0
-------- -------- --------
Income Taxes $ 0 $ 0 $ 0
-------- -------- --------
The accompanying notes are an integral part of these financial statements.
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Maven Media Holdings, Inc.
(A Development Stage Company)
Notes to Financial Statements
September 30, 2008
NOTE 1 - CONDENSED FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by the Company
without audit. In the opinion of management, all adjustments (which include
only normal recurring adjustments) necessary to present fairly the
financial position, results of operations, and cash flows at September 30,
2008, and for all periods presented herein, have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally
accepted in the United States of America have been condensed or omitted. It
is suggested that these condensed financial statements be read in
conjunction with the financial statements and notes thereto included in the
Company's March 31, 2008 audited financial statements. The results of
operations for the periods ended September 30, 2008 and 2007 are not
necessarily indicative of the operating results for the full years.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using generally accepted
accounting principles in the United States of America applicable to a going
concern which contemplates the realization of assets and liquidation of
liabilities in the normal course of business. The Company has not yet
established an ongoing source of revenues sufficient to cover its operating
costs and allow it to continue as a going concern. The ability of the
Company to continue as a going concern is dependent on the Company
obtaining adequate capital to fund operating losses until it becomes
profitable. If the Company is unable to obtain adequate capital, it could
be forced to cease operations.
In order to continue as a going concern, the Company will need, among other
things, additional capital resources. Management's plan is to obtain such
resources for the Company by obtaining capital from management and
significant shareholders sufficient to meet its minimal operating expenses
and seeking equity and/or debt financing. However management cannot provide
any assurances that the Company will be successful in accomplishing any of
its plans.
The ability of the Company to continue as a going concern is dependent upon
its ability to successfully accomplish the plans described in the preceding
paragraph and eventually secure other sources of financing and attain
profitable operations. The accompanying financial statements do not include
any adjustments that might be necessary if the Company is unable to
continue as a going concern.
NOTE 3 - STOCK TRANSACTIONS
On July 16, 2008 we closed our offering of 1,000,000 shares pursuant to our
registration statement on Form S-1, which became effective on May 22, 2008.
On July 16, 2008 we sold 1,000,000 shares of our par value $0.0001 common
stock to a group of 25 investors for total proceeds of $30,000.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Maven Media has provided the following information concerning the company and
its business for inclusion in this quarterly report. 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 statements 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.
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.
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.
As of the date of this quarterly report, there is no public trading market for
our common stock and no assurance that a trading market for our securities will
ever develop.
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PLAN OF OPERATION
Our cash balance is $28,542 as of June 30, 2008. We believe our cash balance is
sufficient to fund our operations for the next twelve months. If we experience a
shortage of funds prior to generating revenues we may utilize funds from our
director, who has informally agreed to advance funds to us, however, she has no
formal commitment, arrangement or legal obligation to advance or loan funds to
the company. On July 16, 2008 we closed our offering of 1,000,000 shares
pursuant to our registration statement on Form S-1, which became effective on
May 22, 2008. On July 16, 2008 we sold 1,000,000 shares of our par value $0.0001
common stock to a group of 25 investors for total proceeds of $30,000.
The following table provides selected financial data about our company for the
period from the date of incorporation through September 30, 2008. For detailed
financial information, see the financial statements included in this report.
Balance Sheet Data: September 30, 2008
------------------- ------------------
Cash $28,542
Total Assets $28,542
Total Liabilities $ 500
Shareholders' Equity $28,042
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.
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 our 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:
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OCTOBER - DECEMBER, 2008
Continue development of MavenStock.com's stock photography content contributor
website and database. The company is estimating beta testing will begin late in
the quarter and could expand into the 4th Quarter depending on certain variances
that could arise during development. Expand our `royalty-free" database by
gathering and compiling stock photography along with video footage to add to the
database library. This consists of going on photo shoots and creating content to
upload to the website. Begin to compile a detailed contact list of targeted
photographers and content contributors.
(Cost estimate - $2,000)
JANUARY - MARCH, 2009
Plans for this quarter include continuing the beta testing for the contributor
website and database. Continue to upload stock photography and video footage to
the contributor site. Develop a creative marketing campaign and market the
contributor site and MavenStock.com's assisted sales service to professional and
amateur photographers. Begin the design and site layout for the public resale
side of MavenStock.com website.
(Cost estimate - $3,500)
APRIL - JUNE, 2009
Complete public resale design interface and begin programming the e-commerce
services of the website. Continue with the marketing campaign targeting
professional and amateur photographers in an effort to promote MavenStock.com's
assisted sales services. 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.
(Cost estimate - $4,000)
JULY - SEPTEMBER, 2009
Beta test the public resale features and begin offering our collection of stock
photography and other royalty-free media for sale to the general public. Design
a direct mail marketing piece to visual content purchasers (art directors,
graphic designers). 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).
Launch the resale side of MavenStock.com's website.
(Cost Estimate - $4,500)
Total $14,000
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RESULTS OF OPERATIONS
We are still in our development stage and have generated no revenues to date.
We incurred operating expenses of $5,170 for the three months ended September
30, 2008. These expenses consisted of general operating expenses and
professional fees incurred in connection with the day to day operation of our
business and the preparation and filing of our reports with the Securities and
Exchange Commission. Our net losses from inception through September 30, 2008
were $11,958. As we were incorporated on March 11, 2008, there are no
comparative figures to previous years. Cash provided by financing activities for
the period from inception through September 30, 2008 was $40,000, $10,000 from
the sale of 2,000,000 shares of common stock to the director of the company for
$0.005 per share and 1,000,000 shares of our common stock at $0.03 to a group of
25 investors for $30,000.
LIQUIDITY AND CAPITAL RESOURCES
We are a development stage company and have generated no revenue to date. At
September 30, 2008 our cash in the bank was $28,542. Management believes this
will allow us to sustain operations for the next twelve months, or until we
realize revenues per our business plan. If we begin to generate profits we will
increase our sales activity accordingly.
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.
ITEM 4. CONTROLS AND PROCEDURES
CONCLUSION REGARDING THE EFFECTIVENESS OF DISCLOSURE CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, including
our principal executive officer and the principal financial officer, we have
conducted an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities and Exchange Act of 1934, as of the end of the period
covered by this report. Based on this evaluation, our principal executive
officer and principal financial officer concluded as of the evaluation date that
our disclosure controls and procedures were effective such that the material
information required to be included in our Securities and Exchange Commission
reports is recorded, processed, summarized and reported within the time periods
specified in rules and forms relating to our company, particularly during the
period when this report was being prepared.
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CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There has been no change in our internal control over financial reporting during
the quarter ended September 30, 2008 that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS
Exhibit No. Description
----------- -----------
3.1 Articles of Incorporation*
3.2 Bylaws*
31.1 Sec. 302 Certification of Chief Executive Officer
31.2 Sec. 302 Certification of Chief Financial Officer
32.1 Sec. 906 Certification of Chief Executive Officer
32.2 Sec. 906 Certification of Chief Financial Officer
- ----------
* Incorporated by reference, please see our Registration Statement on Form
S-1 (file number 333-151108) on the website at www.sec.gov
SIGNATURES
Pursuant to the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf in Chula Vista, CA, by the undersigned, thereunto duly authorized.
November 6, 2008 Registrant: Maven Media Holdings, Inc.
By: /s/ Adrienne Humphreys
-------------------------------------------------
Adrienne Humphreys
President, Secretary, Treasurer,
Chief Executive Officer, Chief Financial Officer,
Principal Accounting Officer and Director
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