UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURUTIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 2009
Commission file number 333-151108
Maven Media Holdings, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 26-2255797
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1649 Dartmouth Street
Chula Vista, CA 91913
Telephone: (619) 866-6160 Fax: (509) 847-6160
(Address of Principal Executive Offices, Zip Code & Telephone Number)
With Copy to:
Law Office of Robert C. Weaver, Jr.
721 Devon Court
San Diego, CA 92109
Telephone (858) 488-4433 Fax (858) 488-2555
(Name, Address and Telephone Number of Agent for Service)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to section 12(g) of the Act:
Common Stock, $0.0001 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
As of March 31, 2009, the registrant had 3,000,000 shares of common stock issued
and outstanding. No market value has been computed based upon the fact that no
active trading market had been established as of March 31, 2009.
MAVEN MEDIA HOLDINGS, INC.
TABLE OF CONTENTS
Page No.
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Part I
Item 1. Business 3
Item 1A. Risk Factors 13
Item 2. Properties 15
Item 3. Legal Proceedings 15
Item 4. Submission of Matters to a Vote of Securities Holders 15
Part II
Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities 15
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations 16
Item 8. Financial Statements and Supplementary Data 19
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 33
Item 9A. Controls and Procedures 33
Item 9B. Other Information 34
Part III
Item 10. Directors and Executive Officers 36
Item 11. Executive Compensation 37
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters 38
Item 13. Certain Relationships and Related Transactions 38
Item 14. Principal Accounting Fees and Services 39
Part IV
Item 15. Exhibits 39
Signatures 39
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PART I
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION
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 Holdings.
ITEM 1. BUSINESS
GENERAL INFORMATION
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 has focused their efforts on creating an
affiliate-based website, branded "MavenStock.com" where the company's visual
media content is available for viewing, purchasing and downloading. The company
has been attempting to solicit its photographic originals from photographers and
content developers and create an inventory of stock images available for visual
content users.
To date, the company's operations have been limited to researching our
e-commerce business model and software systems. To date, we have generated no
revenues from our operations.
Adrienne Humphreys has served as officer and director of our company from
inception (March 11, 2008) to the 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.
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.
We are a development stage company with no revenues or profits. Our fiscal year
end is March 31st. We have been issued an opinion by our auditor that raises
substantial doubt about our ability to continue as a going concern based on our
current financial position.
We have a total of 80,000,000 authorized common shares with a par value of
$0.0001 per share with 3,000,000 common shares issued and outstanding as of
March 31, 2009.
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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.
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.
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
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- 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
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.
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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.
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.
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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 and 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.
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.
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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:
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.
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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:
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
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$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 had 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 consist of the following components:
- Internet Search Placement & Registration
- Direct Mail
- Banner Advertising
- Email Advertising
- Professional Associations & Sponsorships
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.
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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.
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.
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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. 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.
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.
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ENVIRONMENTAL LAWS
Our operations are not subject to any environmental laws.
REPORTS TO SECURITY HOLDERS
We will voluntarily make available an annual report including audited financials
on Form 10-K to security holders. We will file the necessary reports with the
SEC pursuant to the Exchange Act, including but not limited to, the report on
Form 8-K, annual reports on Form 10-K, and quarterly reports on Form 10-Q.
The public may read and copy any materials filed with the SEC at the SEC's
Public Reference Room at 100 F Street NE, Washington, DC 20549. The public may
obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports,
proxy and information statements, and other electronic information regarding
Maven Media Holdings and filed with the SEC at http://www.sec.gov.
ITEM 1A. RISK FACTORS
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 only
recently 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.
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 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 FUTURE
REVENUES TO FUND OUR BUSINESS. IF WE DO NOT GENERATE REVENUE, WE WILL HAVE TO
SEEK ALTERNATIVE FINANCING TO CONTINUE OUR BUSINESS PLANS OR ABANDON THEM.
13
The only cash currently available is our $20,504 cash in the bank. In the event
we do not generate revenue from our business there can be no assurance that we
would be able to raise the additional funding needed to continue our business
plans or that unanticipated costs will not increase our projected expenses for
the coming year. Our auditors have expressed substantial doubt as to our ability
to continue as a going concern.
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.
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 our shares.
THE ROYALTY-FREE STOCK PHOTOGRAPHIC CONTENT INDUSTRY IS HIGHLY COMPETITIVE. IF
WE CANNOT 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.
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
14
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.
ITEM 2. PROPERTIES
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.
We do not have any investments or interests in any real estate. We do not invest
in real estate mortgages, nor do we invest in securities of, or interests in,
persons primarily engaged in real estate activities.
ITEM 3. LEGAL PROCEEDINGS
We are not currently involved in any legal proceedings nor do we have any
knowledge of any threatened litigation.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fiscal year
ended March 31, 2009.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
On September 19, 2008 our common stock was listed for trading on the OTC
Bulletin Board under the symbol MVMH. There has been no active trading market
established as of the March 31, 2009.
As of March 31, 2009, we have 3,000,000 shares of $0.0001 par value common stock
issued and outstanding held by 26 shareholders of record.
The stock transfer agent for our securities is Signature Stock Transfer, 2632
Coachlight Court, Plano, TX.
DIVIDENDS
We have never declared or paid any cash dividends on our common stock. For the
foreseeable future, we intend to retain any earnings to finance the development
and expansion of our business, and we do not anticipate paying any cash
dividends on our common stock. Any future determination to pay dividends will be
at the discretion of the Board of Directors and will be dependent upon then
existing conditions, including our financial condition and results of
15
operations, capital requirements, contractual restrictions, business prospects,
and other factors that the board of directors considers relevant.
SECTION RULE 15(g) OF THE SECURITIES EXCHANGE ACT OF 1934
The Company's shares are covered by Section 15(g) of the Securities Exchange Act
of 1934, as amended that imposes additional sales practice requirements on
broker/dealers who sell such securities to persons other than established
customers and accredited investors (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 their spouses). For
transactions covered by the Rule, the broker/dealer must make a special
suitability determination for the purchase and have received the purchaser's
written agreement to the transaction prior to the sale. Consequently, the Rule
may affect the ability of broker/dealers to sell our securities and also may
affect your ability to sell your shares in the secondary market.
Section 15(g) also imposes additional sales practice requirements on
broker/dealers who sell penny securities. These rules require a one page summary
of certain essential items. The items include the risk of investing in penny
stocks in both public offerings and secondary marketing; terms important to in
understanding of the function of the penny stock market, such as "bid" and
"offer" quotes, a dealers "spread" and broker/dealer compensation; the
broker/dealer compensation, the broker/dealers duties to its customers,
including the disclosures required by any other penny stock disclosure rules;
the customers rights and remedies in causes of fraud in penny stock
transactions; and, FINRA's toll free telephone number and the central number of
the North American Administrators Association, for information on the
disciplinary history of broker/dealers and their associated persons.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
We do not have any equity compensation plans and accordingly we have no
securities authorized for issuance there under.
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
We did not purchase any of our shares of common stock or other securities during
the year ended March 31, 2009.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Results of Operations
We have generated no revenues since inception and have incurred $19,996 in
expenses through March 31, 2009.
The following table provides selected financial data about our company for the
year ended March 31, 2009 and 2008.
Balance Sheet Data: 3/31/09 3/31/08
------------------- ------- -------
Cash $20,504 $10,500
Total assets $20,504 $10,500
Total liabilities $ 500 500
Shareholders' equity $20,004 $10,000
16
On March 31, 2008 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. 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.
We incurred operating expenses of $19,996 and $0 for the years ended March 31,
2009 and 2008, respectively. These expenses consisted of general operating
expenses incurred in connection with the day to day operation of our business.
LIQUIDITY AND CAPITAL RESOURCES
Our cash in the bank at March 31, 2009 was $20,504, total assets were $20,504
and outstanding liabilities were $500. Our director has agreed to provide
additional funding that will enable us to maintain a positive cash flow needed
to pay for our current level of operating expenses over the next twelve months,
which would include miscellaneous office expenses, bookkeeping and audit fees.
There are no formal commitments or arrangements with our director to advance or
loan funds. We are a development stage company and have generated no revenue to
date. We estimate our current cash balance of $20,504 will be sufficient for the
next twelve months.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements.
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.
While we have been vigorously pursuing our business plan we are not having
positive feedback from the photographers we have been contacting and we may no
longer be able to continue with our business operations as detailed in our
original business plan because of a lack of financial results and a lack of
available financial resources.
While we have continued to pursue our original business plan management has
begun looking for other potential business opportunities that might be available
to the Company. Our management is analyzing various alternatives available to
our Company to ensure our survival and to preserve our shareholder's investment
in our common shares. We can make no assurances that we will be able to identify
such a business opportunity or complete such a transaction.
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, 2009
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
17
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)
JULY - SEPTEMBER, 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)
OCTOBER - DECEMBER, 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)
JANUARY - MARCH, 2010
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
18
ITEM 8. FINANCIAL STATEMENTS
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 sheets of Maven Media Holdings, Inc. (A
Development Stage Company) as of March 31, 2009 and March 31, 2008, and the
related statements of operations, stockholders' equity and cash flows for the
years ended March 31, 2009 and the period since inception March 11, 2008 through
March 31, 2008 and since inception on March 11, 2008 through March 31, 2009.
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 conduct 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, 2009 and March 31, 2008, and the
related statements of operations, stockholders' equity (deficit) and cash flows
for the years ended March 31, 2009 and the period since inception March 11, 2008
through March 31, 2008 and since inception on March 11, 2008 through March 31,
2009, 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 an accumulated deficit of $19,996, 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 22, 2009
6490 West Desert Inn Rd, Las Vegas, NV 89146 (702) 253-7499 Fax (702) 253-7501
19
Maven Media Holdings, Inc.
(A Development Stage Company)
Balance Sheets
Year ended As of
March 31, March 31
2009 2008
-------- --------
ASSETS
Current Assets
Cash $ 20,504 $ 10,500
-------- --------
Total Current Assets 20,504 10,500
Fixed Assets
Total Fixed Assets 0 0
-------- --------
Total Assets $ 20,504 $ 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 and 2,000,000 common shares issued and outstanding 300 200
Additional Paid in Capital 39,700 9,800
Accumulated Deficit during Development Stage (19,996) 0
-------- --------
Total Stockholders Equity 20,004 10,000
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY $ 20,504 $ 10,500
======== ========
The accompanying notes are an integral part of these financial statements.
20
Maven Media Holdings, Inc.
(A Development Stage Company)
Statements of Operations
For the period from For the period from
March 11, 2008 March 11, 2008
Year ended (inception) (inception)
March 31, March 31, March 31,
2009 2008 2009
---------- ---------- ----------
Revenue $ 0 $ 0 $ 0
---------- ---------- ----------
Expenses
Accounting & Legal Fees 9,950 0 9,950
Administrative 10,121 0 10,121
Bank Service Charge 0 0 0
---------- ---------- ----------
Total Expenses 20,071 0 20,071
---------- ---------- ----------
Other Income (expenses) 75 0 75
---------- ---------- ----------
75 0 75
Income
Interest Income
Provision For Income Taxes 0 0 0
---------- ---------- ----------
Net Income (Loss) $ (19,996) $ 0 $ (19,996)
========== ========== ==========
Basic & Diluted (Loss) per Share (0.000) (0.000) (0.000)
---------- ---------- ----------
Weighted Average Number of Common Shares 2,706,849 2,000,000
---------- ----------
The accompanying notes are an integral part of these financial statements.
21
Maven Media Holdings, Inc.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY
From Inception March 11, 2008 to March 31, 2009
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
========= ====== ======= ====== ======== ========= ========
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 year ending
March 31, 2009 (19,996) (19,996)
--------- ------ ------- ------ -------- --------- --------
Balance, March 31, 2009 3,000,000 $ 300 $ -- $ -- $ 39,700 $ (19,996) $ 20,004
========= ====== ======= ====== ======== ========= ========
The accompanying notes are an integral part of these financial statements.
22
Maven Media Holdings, Inc.
(A Development Stage Company)
Statements of Cash Flows
For the period from For the period from
March 11, 2008 March 11, 2008
Year ended (inception) (inception)
March 31, March 31, March 31,
2009 2009 2009
-------- -------- --------
OPERATING ACTIVITIES
Net Income (Loss) $(19,996) $ 0 $(19,996)
Accounts Payable 0 0 0
-------- -------- --------
NET CASH USED IN OPERATING ACTIVITIES (19,996) 0 (19,996)
FINANCING ACTIVITIES
Investing Activities 0 0 0
Loan from Officer 0 500 500
Common Shares Issued to Founders, @ $0.005 Per Share 0 10,000 10,000
Common Shares Issued to Individuals @ $0.03 Per Share 30,000 0 30,000
-------- -------- --------
NET CASH PROVIDED BY INVESTING ACTIVITIES 30,000 10,500 40,500
Net Cash 10,004 10,500 20,504
Cash at Beginning of Period 10,500 0 0
-------- -------- --------
CASH AT END OF PERIOD $ 20,504 $ 10,500 $ 20,504
======== ======== ========
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.
23
Maven Media Holdings, Inc.
(A Development Stage Company)
Notes to Financial Statements
March 31, 2009
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
24
Maven Media Holdings, Inc.
(A Development Stage Company)
Notes to Financial Statements
March 31, 2009
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
financial statement and tax bases of assets and liabilities and the tax rates in
effect when these differences are expected to 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.
The provision for income taxes differs form 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, 2009
--------------------
Income tax expense at statutory rate $6,799
Valuation allowance 6,799
------
Income tax expense per books $ 0
======
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
25
Maven Media Holdings, Inc.
(A Development Stage Company)
Notes to Financial Statements
March 31, 2009
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
share is computed by dividing the net loss available to common shareholders by
the weighted average number of common shares outstanding during such period.
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 since inception.
NOTE 3 - COMMITMENTS AND CONTINGENCIES
LITIGATION
The Company is not presently involved in any litigation.
NOTE 4 - CONCENTRATIONS OF RISKS
CASH BALANCES
The Company maintains its cash in institutions insured by the Federal Deposit
Insurance Corporation (FDIC). This government corporation insured balances up to
$100,000 through October 13, 2008. As of October 14, 2008 all non-interest
bearing transaction deposit accounts at an FDIC-insured institution, including
all personal and business checking deposit accounts that do not earn interest,
are fully insured for the entire amount in the deposit account. This unlimited
insurance coverage is temporary and will remain in effect for participating
institutions until December 31, 2009.
All other deposit accounts at FDIC-insured institutions are insured up to at
least $250,000 per depositor until December 31, 2009. On January 1, 2010, FDIC
deposit insurance for all deposit accounts, except for certain retirement
accounts, will return to at least $100,000 per depositor. Insurance coverage for
certain retirement accounts, which include all IRA deposit accounts, will remain
at $250,000 per depositor.
NOTE 5 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In April 2009, the FASB issued FSP No. FAS 157-4, "Determining Fair Value When
the Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly" ("FSP FAS 157-4").
FSP FAS 157-4 provides guidance on estimating fair value when market activity
26
Maven Media Holdings, Inc.
(A Development Stage Company)
Notes to Financial Statements
March 31, 2009
NOTE 5 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (continued)
has decreased and on identifying transactions that are not orderly.
Additionally, entities are required to disclose in interim and annual periods
the inputs and valuation techniques used to measure fair value. This FSP is
effective for interim and annual periods ending after June 15, 2009. The Company
does not expect the adoption of FSP FAS 157-4 will have a material impact on its
financial condition or results of operation.
In October 2008, the FASB issued FSP No. FAS 157-3, "Determining the Fair Value
of a Financial Asset When the Market for That Asset is Not Active," ("FSP FAS
157-3"), which clarifies application of SFAS 157 in a market that is not active.
FSP FAS 157-3 was effective upon issuance, including prior periods for which
financial statements have not been issued. The adoption of FSP FAS 157-3 had no
impact on the Company's results of operations, financial condition or cash
flows.
In December 2008, the FASB issued FSP No. FAS 140-4 and FIN 46(R)-8,
"Disclosures by Public Entities (Enterprises) about Transfers of Financial
Assets and Interests in Variable Interest Entities." This disclosure-only FSP
improves the transparency of transfers of financial assets and an enterprise's
involvement with variable interest entities, including qualifying
special-purpose entities. This FSP is effective for the first reporting period
(interim or annual) ending after December 15, 2008, with earlier application
encouraged. The Company adopted this FSP effective January 1, 2009. The adoption
of the FSP had no impact on the Company's results of operations, financial
condition or cash flows.
In December 2008, the FASB issued FSP No. FAS 132(R)-1, "Employers' Disclosures
about Postretirement Benefit Plan Assets" ("FSP FAS 132(R)-1"). FSP FAS 132(R)-1
requires additional fair value disclosures about employers' pension and
postretirement benefit plan assets consistent with guidance contained in SFAS
157. Specifically, employers will be required to disclose information about how
investment allocation decisions are made, the fair value of each major category
of plan assets and information about the inputs and valuation techniques used to
develop the fair value measurements of plan assets. This FSP is effective for
fiscal years ending after December 15, 2009. The Company does not expect the
adoption of FSP FAS 132(R)-1 will have a material impact on its financial
condition or results of operation.
In September 2008, the FASB issued exposure drafts that eliminate qualifying
special purpose entities from the guidance of SFAS No. 140, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,"
and FASB Interpretation 46 (revised December 2003), "Consolidation of Variable
Interest Entities - an interpretation of ARB No. 51," as well as other
modifications. While the proposed revised pronouncements have not been finalized
and the proposals are subject to further public comment, the Company anticipates
the changes will not have a significant impact on the Company's financial
statements. The changes would be effective March 1, 2010, on a prospective
basis.
27
Maven Media Holdings, Inc.
(A Development Stage Company)
Notes to Financial Statements
March 31, 2009
NOTE 5 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (continued
In June 2008, the FASB issued FASB Staff Position EITF 03-6-1, DETERMINING
WHETHER INSTRUMENTS GRANTED IN SHARE-BASED PAYMENT TRANSACTIONS ARE
PARTICIPATING SECURITIES,) ("FSP EITF 03-6-1"). FSP EITF 03-6-1 addresses
whether instruments granted in share-based payment transactions are
participating securities prior to vesting, and therefore need to be included in
the computation of earnings per share under the two-class method as described in
FASB Statement of Financial Accounting Standards No. 128, "Earnings per Share."
FSP EITF 03-6-1 is effective for financial statements issued for fiscal years
beginning on or after December 15, 2008 and earlier adoption is prohibited. We
are not required to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF
03-6-1 would have material effect on our consolidated financial position and
results of operations if adopted.
In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No.
163, "Accounting for Financial Guarantee Insurance Contracts-and interpretation
of FASB Statement No. 60". SFAS No. 163 clarifies how Statement 60 applies to
financial guarantee insurance contracts, including the recognition and
measurement of premium revenue and claims liabilities. This statement also
requires expanded disclosures about financial guarantee insurance contracts.
SFAS No. 163 is effective for fiscal years beginning on or after December 15,
2008, and interim periods within those years. SFAS No. 163 has no effect on the
Company's financial position, statements of operations, or cash flows at this
time.
In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No.
162, "The Hierarchy of Generally Accepted Accounting Principles". SFAS No. 162
sets forth the level of authority to a given accounting pronouncement or
document by category. Where there might be conflicting guidance between two
categories, the more authoritative category will prevail. SFAS No. 162 will
become effective 60 days after the SEC approves the PCAOB's amendments to AU
Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on
the Company's financial position, statements of operations, or cash flows at
this time.
In March 2008, the Financial Accounting Standards Board, or FASB, issued SFAS
No. 161, Disclosures about Derivative Instruments and Hedging Activities--an
amendment of FASB Statement No. 133. This standard requires companies to provide
enhanced disclosures about (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related hedged items are
accounted for under Statement 133 and its related interpretations, and (c) how
derivative instruments and related hedged items affect an entity's financial
position, financial performance, and cash flows. This Statement is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early application encouraged. The Company has not yet
adopted the provisions of SFAS No. 161, but does not expect it to have a
material impact on its consolidated financial position, results of operations or
cash flows.
28
Maven Media Holdings, Inc.
(A Development Stage Company)
Notes to Financial Statements
March 31, 2009
NOTE 5 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (continued
In December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110
regarding the use of a "simplified" method, as discussed in SAB No. 107 (SAB
107), in developing an estimate of expected term of "plain vanilla" share
options in accordance with SFAS No. 123 (R), Share-Based Payment. In particular,
the staff indicated in SAB 107 that it will accept a company's election to use
the simplified method, regardless of whether the company has sufficient
information to make more refined estimates of expected term. At the time SAB 107
was issued, the staff believed that more detailed external information about
employee exercise behavior (e.g., employee exercise patterns by industry and/or
other categories of companies) would, over time, become readily available to
companies. Therefore, the staff stated in SAB 107 that it would not expect a
company to use the simplified method for share option grants after December 31,
2007. The staff understands that such detailed information about employee
exercise behavior may not be widely available by December 31, 2007. Accordingly,
the staff will continue to accept, under certain circumstances, the use of the
simplified method beyond December 31, 2007. The Company currently uses the
simplified method for "plain vanilla" share options and warrants, and will
assess the impact of SAB 110 for fiscal year 2009. It is not believed that this
will have an impact on the Company's consolidated financial position, results of
operations or cash flows.
In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements--an amendment of ARB No. 51. This statement
amends ARB 51 to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an
ownership interest in the consolidated entity that should be reported as equity
in the consolidated financial statements. Before this statement was issued,
limited guidance existed for reporting noncontrolling interests. As a result,
considerable diversity in practice existed. So-called minority interests were
reported in the consolidated statement of financial position as liabilities or
in the mezzanine section between liabilities and equity. This statement improves
comparability by eliminating that diversity. This statement is effective for
fiscal years, and interim periods within those fiscal years, beginning on or
after December 15, 2008 (that is, January 1, 2009, for entities with calendar
year-ends). Earlier adoption is prohibited. The effective date of this statement
is the same as that of the related Statement 141 (revised 2007). The Company
will adopt this Statement beginning March 1, 2009. It is not believed that this
will have an impact on the Company's consolidated financial position, results of
operations or cash flows.
In December 2007, the FASB, issued FAS No. 141 (revised 2007), Business
Combinations'. This Statement replaces FASB Statement No. 141, Business
Combinations, but retains the fundamental requirements in Statement 141. This
Statement establishes principles and requirements for how the acquirer: (a)
recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed, and any noncontrolling interest in the
29
Maven Media Holdings, Inc.
(A Development Stage Company)
Notes to Financial Statements
March 31, 2009
NOTE 5 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (continued
acquiree; (b) recognizes and measures the goodwill acquired in the business
combination or a gain from a bargain purchase; and (c) determines what
information to disclose to enable users of the financial statements to evaluate
the nature and financial effects of the business combination. This statement
applies prospectively to business combinations for which the acquisition date is
on or after the beginning of the first annual reporting period beginning on or
after December 15, 2008. An entity may not apply it before that date. The
effective date of this statement is the same as that of the related FASB
Statement No. 160, Noncontrolling Interests in Consolidated Financial
Statements. The Company will adopt this statement beginning March 1, 2009. It is
not believed that this will have an impact on the Company's consolidated
financial position, results of operations or cash flows.
In February 2007, the FASB, issued SFAS No. 159, The Fair Value Option for
Financial Assets and Liabilities--Including an Amendment of FASB Statement No.
115. This standard permits an entity to choose to measure many financial
instruments and certain other items at fair value. This option is available to
all entities. Most of the provisions in FAS 159 are elective; however, an
amendment to FAS 115 Accounting for Certain Investments in Debt and Equity
Securities applies to all entities with available for sale or trading
securities. Some requirements apply differently to entities that do not report
net income. SFAS No. 159 is effective as of the beginning of an entity's first
fiscal year that begins after November 15, 2007. Early adoption is permitted as
of the beginning of the previous fiscal year provided that the entity makes that
choice in the first 120 days of that fiscal year and also elects to apply the
provisions of SFAS No. 157 Fair Value Measurements. The Company will adopt SFAS
No. 159 beginning March 1, 2008 and is currently evaluating the potential impact
the adoption of this pronouncement will have on its consolidated financial
statements.
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements This
statement defines fair value, establishes a framework for measuring fair value
in generally accepted accounting principles (GAAP), and expands disclosures
about fair value measurements. This statement applies under other accounting
pronouncements that require or permit fair value measurements, the Board having
previously concluded in those accounting pronouncements that fair value is the
relevant measurement attribute. Accordingly, this statement does not require any
new fair value measurements. However, for some entities, the application of this
statement will change current practice. This statement is effective for
financial statements issued for fiscal years beginning after November 15, 2007,
and interim periods within those fiscal years. Earlier application is
encouraged, provided that the reporting entity has not yet issued financial
statements for that fiscal year, including financial statements for an interim
period within that fiscal year. The Company will adopt this statement March 1,
2008, and it is not believed that this will have an impact on the Company's
consolidated financial position, results of operations or cash flows.
30
Maven Media Holdings, Inc.
(A Development Stage Company)
Notes to Financial Statements
March 31, 2009
NOTE 6 - 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
$19,996 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 7 - 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.
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, 2009.
NOTE 8 - 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
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.
31
Maven Media Holdings, Inc.
(A Development Stage Company)
Notes to Financial Statements
March 31, 2009
NOTE 9 - STOCKHOLDERS' EQUITY
The stockholders' equity section of the Company contains the following classes
of capital stock as of March 31, 2009:
Common Stock, $ 0.0001 par value: 80,000,000 shares authorized; 3,000,000 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.
On July 16, 2008, the Company issued a total of 1,000,000 shares of common stock
to one individuals for cash in the amount of $0.03 per share for a total of
$30,000.
As of March 31, 2009 the Company had 3,000,000 shares of common stock issued and
outstanding.
NOTE 10 - SUBSEQUENT EVENTS
On May 6, 2009, Maven Media Holdings, Inc. entered into an Agreement and Plan of
Merger with Waste2Energy Acquisition Co., a Delaware corporation and a wholly
owned subsidiary of the Company and Waste2Energy, Inc., a Delaware corporation.
Pursuant to the Merger Agreement, on the closing date of the merger, the
subsidiary will merge with and into Waste2Energy, Inc. which will be the
surviving company and a wholly-owned subsidiary of the Company.
Pursuant to the Merger Agreement, upon completion of the Merger, the Company
will issue 45,819,395 shares of the Company's common stock to the shareholders
of Waste2Energy, Inc. in exchange for 100% of the issued and outstanding capital
stock of Waste2Energy, Inc. The 45,819,395 Acquisition Shares represent
approximately 98% of the Company's aggregate issued and outstanding common
stock, after cancellation of 2,000,000 outstanding shares owned by a director.
Pursuant to the Merger Agreement, holders of Waste2Energy's issued and
outstanding warrants to purchase 17,660,000 shares of common stock at prices
ranging from $0.10 to $0.75 will have their warrants cancelled and the Company
will issue them identical warrants to purchase shares of the Company's common
stock.
32
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
EVALUATION 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 (our
president), 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 accumulated and communicated to our management,
including our principal executive and financial officer, recorded, processed,
summarized and reported within the time periods specified in Securities and
Exchange Commission rules and forms relating to our company, particularly during
the period when this report was being prepared.
MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act, for the company.
Internal control over financial reporting includes those policies and procedures
that: (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of our assets;
(2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that our receipts and expenditures are being made
only in accordance with authorizations of its management and directors; and (3)
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have a
material effect on the financial statements.
Management recognizes that there are inherent limitations in the effectiveness
of any system of internal control, and accordingly, even effective internal
control can provide only reasonable assurance with respect to financial
statement preparation and may not prevent or detect material misstatements. In
addition, effective internal control at a point in time may become ineffective
in future periods because of changes in conditions or due to deterioration in
the degree of compliance with our established policies and procedures.
A material weakness is a significant deficiency, or combination of significant
deficiencies, that results in there being a more than remote likelihood that a
material misstatement of the annual or interim financial statements will not be
prevented or detected.
Under the supervision and with the participation of our president, management
conducted an evaluation of the effectiveness of our internal control over
financial reporting, as of March 31, 2009, based on the framework set forth in
Internal Control-Integrated Framework issued by the Committee of Sponsoring
33
Organizations of the Treadway Commission (COSO). Based on our evaluation under
this framework, management concluded that our internal control over financial
reporting was not effective as of the evaluation date due to the factors stated
below.
Management assessed the effectiveness of the Company's internal control over
financial reporting as of evaluation date and identified the following material
weaknesses:
INSUFFICIENT RESOURCES: We have an inadequate number of personnel with requisite
expertise in the key functional areas of finance and accounting.
INADEQUATE SEGREGATION OF DUTIES: We have an inadequate number of personnel to
properly implement control procedures.
LACK OF AUDIT COMMITTEE & OUTSIDE DIRECTORS ON THE COMPANY'S BOARD OF DIRECTORS:
We do not have a functioning audit committee or outside directors on our board
of directors, resulting in ineffective oversight in the establishment and
monitoring of required internal controls and procedures.
Management is committed to improving its internal controls and will (1) continue
to use third party specialists to address shortfalls in staffing and to assist
the Company with accounting and finance responsibilities, (2) increase the
frequency of independent reconciliations of significant accounts which will
mitigate the lack of segregation of duties until there are sufficient personnel
and (3) may consider appointing outside directors and audit committee members in
the future.
Management, including our president, has discussed the material weakness noted
above with our independent registered public accounting firm. Due to the nature
of this material weakness, there is a more than remote likelihood that
misstatements which could be material to the annual or interim financial
statements could occur that would not be prevented or detected.
This annual report does not include an attestation report of our registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the our registered public
accounting firm pursuant to temporary rules of the SEC that permit us to provide
only management's report in this annual report.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
There have been no changes in our internal control over financial reporting that
occurred during the last fiscal quarter for our fiscal year ended March 31, 2009
that have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
On May 6, 2009, Maven Media Holdings, Inc. entered into an Agreement and Plan of
Merger with Waste2Energy Acquisition Co., a Delaware corporation and a wholly
owned subsidiary of the Company and Waste2Energy, Inc., a Delaware corporation.
Pursuant to the Merger Agreement, on the closing date of the merger, the
subsidiary will merge with and into Waste2Energy, Inc. which will be the
surviving company and a wholly-owned subsidiary of the Company.
34
Pursuant to the Merger Agreement, upon completion of the Merger, the Company
will issue 45,819,395 shares of the Company's common stock to the shareholders
of Waste2Energy, Inc. in exchange for 100% of the issued and outstanding capital
stock of Waste2Energy, Inc. The 45,819,395 Acquisition Shares represent
approximately 98% of the Company's aggregate issued and outstanding common
stock, after cancellation of 2,000,000 outstanding shares owned by a director.
Pursuant to the Merger Agreement, holders of Waste2Energy's issued and
outstanding warrants to purchase 17,660,000 shares of common stock at prices
ranging from $0.10 to $0.75 will have their warrants cancelled and the Company
will issue them identical warrants to purchase shares of the Company's common
stock.
35
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
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 39 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. Ms. Humphreys intends to devote as much time as the
Board of Directors deem necessary to manage the affairs of the company.
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 her 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
36
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 La Jolla, CA.
CODE OF ETHICS
We do not currently have a code of ethics, because we have only limited business
operations and one officer and director, we believe a code of ethics would have
limited utility. We intend to adopt such a code of ethics as our business
operations expand and we have more directors, officers and employees.
ITEM 11. 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, 2009:
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, 2009 $0 $0 $0 $0 $0 $0 $0
Treasurer,
and Director
There are no current employment agreements between the company and its
officer/director.
On March 31, 2008, 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.
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.
37
ITEM 12. 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 March 31, 2009 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 66.6%
Chula Vista, CA 91913
Common Stock Officer and/or director as a Group 2,000,000 66.6%
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 March 31, 2009. As of March
31, 2009, there were 3,000,000 shares of our common stock issued and
outstanding.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Ms. Humphreys was not paid for any underwriting services that she performed on
our behalf with respect to our recent offering. She will also not receive any
interest on any funds that she may advance to us for expenses incurred.
On March 31, 2008, a total of 2,000,000 shares of Common Stock were 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.
38
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The total fees charged to the company for audit services, including quarterly
reviews, were $8,000 for audit-related services were $Nil, for tax services were
$Nil and for other services were $Nil during the year ended March 31, 2009.
For the year ended March 31, 2008, there were no fees paid for audit related
services, tax or other services.
PART IV
ITEM 15. 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.
May 26, 2009 Registrant: Maven Media Holdings, Inc.
By: /s/ Adrienne Humphreys
---------------------------------------------------------
Adrienne Humphreys
President, Secretary, Treasurer, Chief Executive Officer,
Chief Financial Officer, Principal Accounting Officer
and Sole Director
39