UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED APRIIL 30, 2009
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
Commission file number 333-150548
AFFINITY MEDIAWORKS CORP.
(formerly GREEN BIKES RENTAL CORPORATION)
(Exact name of registrant as specified in its charter)
Nevada 7350 75-3265854
(State or other jurisdiction (Primary Standard Industrial (IRS Employer
of organization) Classification Code) Identification #)
455 Route 306 Suite M#2922
Monsey, New York 10952
(604) 716-1675
(Address, including zip code, and telephone number, including
area code, of registrants principal executive offices)
Business Filings Incorporated
6100 Neil Road, Suite 500
Reno, Nevada 89511
(608) 827-5300
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the last 90 days. YES [X] NO [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer, "accelerated filer,"
"non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). YES [X] NO [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 50,166,000 as of June 10, 2009
FINANCIAL STATEMENTS
Affinity Mediaworks Corp.
(formerly Green Bikes Rental Corporation)
April 30, 2009
Index
-----
Balance Sheets (unaudited)............................................... 3
Statements of Operations (unaudited)..................................... 4
Statements of Cash Flows (unaudited)..................................... 5
Statement of Changes in Stockholders' Deficit (unaudited)................ 6
Notes to the Financial Statements (unaudited)............................ 7
2
Affinity Mediaworks Corp.
(formerly Green Bikes Rental Corporation)
(A Development Stage Company)
Balance Sheets
As of April 30, 2009 and January 31, 2009
(unaudited)
April 30, January 31,
2009 2009
-------- --------
ASSETS
Current Assets
Cash $ 2,223 $ 16,135
-------- --------
Total Assets $ 2,223 $ 16,135
======== ========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable $ -- $ 4,126
Due to related parties 3,405 3,405
-------- --------
3,405 7,531
Stockholders' Deficit
Preferred stock, 75,000,000 shares authorized, $.00001 par value,
none issued and outstanding -- --
Common stock, 75,000,000 shares authorized, $.00001 par value,
50,166,000 shares issued and outstanding 502 502
Additional paid-in capital 58,668 57,100
Deficit accumulated during the development stage (60,352) (48,998)
-------- --------
Total Stockholders' Deficit (1,182) (8,604)
-------- --------
Total Liabilities and Stockholders' Deficit $ 2,223 $ 16,135
======== ========
See the accompanying summary of accounting policies
and notes to the financial statements
3
Affinity Mediaworks Corp.
(formerly Green Bikes Rental Corporation)
(A Development Stage Company)
Statements of Operations
For the Three Months Ended April 30, 2009 and 2008 and from
December 17, 2007 (Inception) Through April 30, 2009
(unaudited)
December 17, 2007
For the Three For the Three (inception)
Months Ended Months Ended through
April 30, 2009 April 30, 2008 April 30, 2009
-------------- -------------- --------------
Operating Expenses
Consulting services $ 750 $ 750 $ 4,000
General and administrative 584 20 9,724
Rent 750 750 4,000
Legal and accounting 9,202 6,536 42,288
Interest Expense 68 68 340
------------- ------------- -------------
Total Expenses 11,354 8,124 60,352
------------- ------------- -------------
Net Loss $ (11,354) $ (8,124) $ (60,352)
============= ============= =============
Net Loss Per Common Share - Basic and Diluted $ (0.00) $ (0.00)
============= =============
Weighted Average Number of Common Shares Outstanding 50,166,000 100,000,000
============= =============
See the accompanying summary of accounting policies
and notes to the financial statements
4
Affinity Mediaworks Corp.
(formerly Green Bikes Rental Corporation)
(A Development Stage Company)
Statements of Cash Flows
For the Three Months Ended April 30, 2009 and 2008 and from
December 17, 2007 (Inception) Through April 30, 2009
(unaudited)
December 17, 2007
For the Three For the Three (inception)
Months Ended Months Ended through
April 30, 2009 April 30, 2008 April 30, 2009
-------------- -------------- --------------
Operating Activities
Net loss $(11,354) $ (8,124) $(60,352)
Adjustments to reconcile net loss to net cash
used in operating activities:
Donated consulting services and rent 1,500 1,500 8,000
Imputed interest on shareholder advance 68 68 340
Changes in operating assets and liabilities
(Decrease) increase in accounts payable (4,126) 6,536 --
-------- -------- --------
Net Cash Provided by (Used in) Operating Activities (13,912) (20) (52,012)
-------- -------- --------
Financing Activities
Proceeds from the sale of common stock -- -- 50,830
Advance from related party -- -- 3,405
-------- -------- --------
Net Cash Provided by Financing Activities -- -- 54,235
-------- -------- --------
Increase (decrease) in Cash (13,912) (20) 2,223
Cash - Beginning of Period 16,135 3,000 --
-------- -------- --------
Cash - End of Period $ 2,223 $ 2,980 $ 2,223
======== ======== ========
Supplemental Disclosures:
Interest paid $ -- $ -- $ --
Income taxes paid -- -- --
======== ======== ========
See the accompanying summary of accounting policies
and notes to the financial statements
5
Affinity Mediaworks Corp.
(formerly Green Bikes Rental Corporation)
(A Development Stage Company)
Statement of Changes in Stockholders' Deficit
For the Period from December 17, 2007 (Inception)
Through January 31, 2008 and January 31, 2009 and April 30, 2009
(unaudited)
Additional
Common Stock Paid-in Accumulated
Shares Amount Capital Deficit Total
------ ------ ------- ------- -----
Balances at December 17, 2007 -- $ -- $ -- $ -- $ --
Issuance of founder's shares 100,000,000 1,000 (1,000) -- --
Donated services -- -- 500 -- 500
Net loss -- -- -- (905) (905)
------------ ------- -------- -------- --------
Balances at January 31, 2008 100,000,000 1,000 (500) (905) (405)
============ ======= ======== ======== ========
Issuance of stock for cash 10,166,000 102 50,825 -- 50,830
Donated services -- -- 6,000 -- 6,000
Imputed interest in shareholder
advances -- -- 272 272
Shares returned (60,000,000) (600) 60 -- --
Net loss -- -- -- (48,093) (48,093)
------------ ------- -------- -------- --------
Balances at January 31, 2009 50,166,000 502 57,100 (48,998) 8,604
============ ======= ======== ======== ========
Donated services -- -- 1,500 -- 1,500
Imputed interest in shareholder advances -- -- 68 -- 68
Net loss -- -- -- (11,354) (11,354)
------------ ------- -------- -------- --------
Balances at April 30, 2009 50,166,000 $ 502 $ 58,668 $(60,352) $ (1,182)
============ ======= ======== ======== ========
See the accompanying summary of accounting policies
and notes to the financial statements
6
Affinity Mediaworks Corp.
(formerly Green Bikes Rental Corporation)
(A Development Stage Company)
Notes to the Financial Statements
(unaudited)
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of Affinity Mediaworks
Corp. have been prepared in accordance with accounting principles generally
accepted in the United States of America and the rules of the Securities and
Exchange Commission, and should be read in conjunction with Affinity's audited
2009 annual financial statements and notes thereto filed with the SEC on form
10-K. In the opinion of management, all adjustments, consisting of normal
recurring adjustments, necessary for a fair presentation of financial position
and the result of operations for the interim periods presented have been
reflected herein. The results of operations for interim periods are not
necessarily indicative of the results to be expected for the full year. Notes to
the financial statements, which would substantially duplicate the disclosure
required in Affinity's 2009 annual financial statements have been omitted.
NOTE 2 - GOING CONCERN
Affinity's financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and settlement of liabilities and
commitments in the normal course of business for the foreseeable future. Since
inception, the Company has accumulated losses aggregating to $60,352 and has
insufficient working capital to meet operating needs for the next twelve months
as of April 30, 2009, all of which raise substantial doubt about Affinity's
ability to continue as a going concern.
NOTE 3 - RELATED PARTY TRANSACTIONS
During the period ended April 30, 2009 the Company recognized a total of $1,500
for donated services provided by the President and Director of the Company.
These transactions are recorded as a contribution to additional paid in capital.
Imputed interest on due to related parties in the amount of $68 is included as
an increase to additional paid in capital.
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
This section of the report includes a number of forward-looking statements that
reflect our current views with respect to future events and financial
performance. Forward-looking statements are often identified by words like:
believe, expect, estimate, anticipate, intend, project and similar expressions,
or words which, by their nature, refer to future events. You should not place
undue certainty on these forward-looking statements, which apply only as of the
date of this report. These forward-looking statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from historical results or our predictions.
PLAN OF OPERATION
We are a start-up corporation and have not yet generated or realized any
revenues from our business operations.
Our auditors have issued a going concern opinion. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our bills. This is
because we have not generated any revenues and no revenues are anticipated until
we begin our operations. In May 2008 we raised $50,830 in our public offering of
common stock. It should last 12 months.
In November 2008 we completed our marketing research in Kyiv, Ukraine. Our
marketing research showed that in Kyiv roads are not designed to have bicycle
traffic and infrastructure of the city is insufficient for bicycle use. City has
constant traffic jams including motorways, highways and main arteries. Roads
don't have bicycle lanes and are in poor condition throughout the city. It is
very dangerous for cyclers to be on the road. In addition research shows that
winter in Ukraine is long. Usually snow is on the ground from November to March
and average temperature is below 0. That makes these months impossible for
bicycle use. Also, our attempts to find potential vendors in Kyiv who would
share cost with us in building bicycle docking stations were unsuccessful.
Based on our marketing research we came to a conclusion that it would be
uneconomical for us to proceed with original plan We came to a decision that the
company should save the costs and look for another project.
LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL
There is no historical financial information about us upon which to base an
evaluation of our performance. We are in development stage operations and have
not yet generated any revenues. We cannot guarantee we will be successful in our
business operations. Our business is subject to risks inherent in the
establishment of a new business enterprise, including limited capital resources
and possible cost overruns.
In addition to this offering, we are seeking equity financing in order to obtain
the capital required to implement our business plan.
8
We have no assurance that future financing will be available to us on acceptable
terms. If financing is not available to us on satisfactory terms, we may be
unable to continue, develop or expand our operations. Equity financing could
result in additional dilution to our existing shareholders.
RESULTS OF OPERATIONS
FROM INCEPTION ON DECEMBER 17, 2007 TO APRIL 30, 2009
During this period we incorporated the company, hired an attorney, and hired an
auditor. We also prepared an internal business plan. Our loss since inception is
$60,352 of which $ 42,288 is for legal and accounting fees, $4,000 is for rent,
$4,000 is for consulting services, and $9,724 is for filing fees and general
office expenses.
Since inception, Affinity issued 100,000,000 shares of common stock (founder's
shares) on December 17, 2007 to the President and Director of the Company. In
addition, 10,166,000 shares of common stock issued to the public on May 15, 2008
for $50,830.
On January 31, 2009, 60,000,000 shares of the Company's common stock were
returned and subsequently cancelled by the Company. The shares were returned for
no consideration to the shareholder.
On January 30, 2009, the Company declared a 20-for-1 forward stock split on its
issued and outstanding common stock to the holders of record on that date.
LIQUIDITY AND CAPITAL RESOURCES
Money that we raised in our public offering will be applied to the items set
forth in the Use of Proceeds section of our prospectus. If we are unable to
successfully attract customers to utilize our bicycle rental services, we may
use up the proceeds from this offering and will need to find alternative
sources, like a second public offering, a private placement of securities, or
loans from our officers or others in order for us to continue our operations. At
present, we have not made any arrangements to raise additional capital, other
than through this offering.
Since inception, we have issued shares of our common stock and received $50,830.
We issued 100,000,000 shares of common stock to our sole officer and director
pursuant to the exemption from registration contained in Regulation S of the
Securities Act of 1993. This was accounted for as an issuance of founder's
shares. Ms. Nesterchuk covered our initial expenses of $3,405 for incorporation,
accounting and legal fees. The amount owed to Ms. Nesterchuk is non-interest
bearing, unsecured and due on demand. Further the agreement with Ms. Nesterchuk
is oral and there is no written document evidencing the agreement.
Since inception, the company sold 10,166,000 shares of common stock at a price
of $0.1 per share for cash proceeds of $50,830.
9
On January 31, 2009, 60,000,000 shares of the Company's common stock were
returned and subsequently cancelled by the Company. The shares were returned for
no consideration to the shareholder.
On January 30, 2009, the Company declared a 20-for-1 forward stock split on its
issued and outstanding common stock to the holders of record on that date.
As of April 30, 2009, our total assets were $2,223 and our total liabilities
were $3,405.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities
Exchange Act of 1934 and are not required to provide the information under this
item.
ITEM 4. CONTROLS AND PROCEDURES.
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
We carried out an evaluation, under the supervision and with the participation
of our management, including our principal executive officer and principal
financial officer, of the effectiveness of our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act
(defined below)). Based upon that evaluation, our principal executive officer
and principal financial officer concluded that, as of the end of the period
covered in this report, our disclosure controls and procedures were not
effective to ensure that information required to be disclosed in reports filed
under the Securities Exchange Act of 1934, as amended (the "Exchange Act") is
recorded, processed, summarized and reported within the required time periods
and is accumulated and communicated to our management, including our principal
executive officer and principal financial officer, as appropriate to allow
timely decisions regarding required disclosure.
Our management, including our principal executive officer and principal
financial officer, does not expect that our disclosure controls and procedures
or our internal controls will prevent all error or fraud. A control system, no
matter how well conceived and operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system are met. Further,
the design of a control system must reflect the fact that there are resource
constraints and the benefits of controls must be considered relative to their
costs. Due to the inherent limitations in all control systems, no evaluation of
controls can provide absolute assurance that all control issues and instances of
fraud, if any, have been detected. Accordingly, management believes that the
financial statements included in this report fairly present in all material
respects our financial condition, results of operations and cash flows for the
periods presented.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
In addition, our management with the participation of our Principal Executive
Officer and Principal Financial Officer have determined that no change in our
internal control over financial reporting occurred during or subsequent to the
quarter ended January 31, 2009 that has materially affected, or is (as that term
is defined in Rules 13(a)-15(f) and 15(d)-15(f) of the Securities Exchange Act
of 1934) reasonably likely to materially affect, our internal control over
financial reporting.
10
PART II. OTHER INFORMATION
ITEM 1A. RISK FACTORS.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities
Exchange Act of 1934 and are not required to provide the information under this
item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
On May 9, 2008, the Securities and Exchange Commission declared our Form S-1
Registration Statement effective, file number 333-139986, permitting us to offer
up to 2,000,000 shares of common stock at $0.10 per share. There is no
underwriter involved in our public offering.
On May 30, 2008, we completed our public offering and raised $50,830 by selling
10,166,000 shares of common stock. Since then we have used the proceeds as
follows:
Accounting and Legal Expense $42,288
General & Administrative 6,319
Bank balance as of April 30, 2009 2,223
-------
TOTAL: $50,830
=======
ITEM 6. EXHIBITS.
The following documents are included herein:
Exhibit No. Document Description
- ----------- --------------------
31.1 Certification of Principal Executive Officer and Principal
Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
32.1 Certification of Chief Executive Officer and Chief Financial
Officer pursuant to section 906 of the Sarbanes-Oxley Act of
2002.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following person on behalf of the Registrant and in
the capacities on this 15 day of June, 2009.
AFFINITY MEDIAWORKS CORP.
(Registrant)
BY: /s/ Yulia Nesterchuk
--------------------------------------------------
Yulia Nesterchuk
President, Principal Executive Officer, Treasurer,
Principal Financial Officer, Principal Accounting
Officer and sole member of the Board of Directors.
11
EXHIBIT INDEX
Exhibit No. Document Description
- ----------- --------------------
31.1 Certification of Principal Executive Officer and Principal
Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
32.1 Certification of Chief Executive Officer and Chief Financial
Officer pursuant to section 906 of the Sarbanes-Oxley Act of
2002.