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 October 31, 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 December 14, 2009.
FINANCIAL STATEMENTS
Affinity Mediaworks Corp.
(Formerly Green Bikes Rental Corporation)
October 31, 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 Unaudited Financial Statements.............................. 7
2
Affinity Mediaworks Corp.
(formerly Green Bikes Rental Corporation)
(A Development Stage Company)
Balance Sheets
As of October 31, 2009 and January 31, 2009
(unaudited)
October 31, January 31,
2009 2009
-------- --------
ASSETS
Current Assets
Cash $ 1,137 $ 16,135
-------- --------
Total Assets $ 1,137 $ 16,135
======== ========
LIABILITIES AND STOCKHOLDERS' DEFECIT
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 61,804 57,100
Deficit accumulated during the development stage (64,574) (48,998)
-------- --------
Total Stockholders' Deficit (2,268) (8,604)
-------- --------
Total Liabilities and Stockholders' Deficit $ 1,137 $ 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)
Statement of Operations
For the Three and Nine Months Ended October 31, 2009 and 2008
and from December 17, 2007 (Inception) Through October 31, 2009
(unaudited)
December 17, 2007
For the Three For the Nine For the Three For the Nine (inception)
Months Ended Months Ended Months Ended Months Ended through
October 31, October 31, October 31, October 31, October 31,
2009 2009 2008 2008 2009
------------ ------------ ------------ ------------ ------------
Operating Expenses
Consulting services $ 750 $ 2,250 $ 750 $ 2,250 $ 5,500
General and administrative 18 870 2,012 7,140 10,010
Rent 750 2,250 750 2,250 5,500
Legal and accounting -- 10,002 3,745 10,281 43,088
Interest Expense 68 204 69 205 476
------------ ------------ ------------ ------------ ------------
Total Expenses 1,586 15,576 7,326 22,126 64,574
------------ ------------ ------------ ------------ ------------
Net Loss $ (1,586) $ (15,576) $ (7,326) $ (22,126) $ (64,574)
============ ============ ============ ============ ============
Net Loss Per Common Share - Basic and
Diluted $ (0.00) $ (0.00) $ (0.00) $ (0.00) $ (0.00)
Weighted Average Number of Common Shares
Outstanding 50,166,000 50,166,000 5,308,300 5,190,156
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)
Statement of Cash Flows
For Nine Months Ended October 31, 2009 and 2008 from
December 17, 2007 (Inception) Through October 31, 2009
(unaudited)
December 17, 2007
For the Nine For the Nine (inception)
Months Ended Months Ended through
October 31, October 31, October 31,
2009 2008 2009
-------- -------- --------
Operating Activities
Net loss $(15,576) $(22,126) $(64,574)
Adjustments to reconcile net loss to net cash
used in operating activities:
Donated Capital consulting services and rent expense 4,500 4,500 11,000
Imputed interest on shareholder advance 204 205 476
Changes in operating assets and liabilities
Decrease in accounts payable (4,126) -- --
-------- -------- --------
Net Cash Provided by (Used in) Operating Activities (14,998) (17,421) (53,098)
-------- -------- --------
Financing Activities
Proceeds from the sale of common stock -- 50,830 50,580
Advance from related party -- -- 3,405
-------- -------- --------
Net Cash Provided by Financing Activities -- 50,830 54,235
-------- -------- --------
Increase (decrease) in Cash (14,998) 33,409 1,137
Cash - Beginning of Period 16,135 3,000 --
-------- -------- --------
Cash - End of Period $ 1,137 $ 36,409 $ 1,137
======== ======== ========
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 October 31, 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 founder's shares 10,155,000 102 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 -- -- 4,500 -- 4,500
Imputed interest in shareholder advances -- -- 204 -- 204
Net loss -- -- -- (15,576) (15,576)
------------ ------- -------- -------- --------
Balances at October 31, 2009 50,166,000 $ 502 $ 61,804 $(64,574) $ (2,268)
============ ======= ======== ======== ========
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.
Recently Adopted Accounting Pronouncements
Effective June 30, 2009, the Company adopted a new accounting standard issued by
the FASB related to the disclosure requirements of the fair value of the
financial instruments. This standard expands the disclosure requirements of fair
value (including the methods and significant assumptions used to estimate fair
value) of certain financial instruments to interim period financial statements
that were previously only required to be disclosed in financial statements for
annual periods. In accordance with this standard, the disclosure requirements
have been applied on a prospective basis and did not have a material impact on
the Company's financial statements.
Recently Issued Accounting Standards
In August 2009, the FASB issued an amendment to the accounting standards related
to the measurement of liabilities that are recognized or disclosed at fair value
on a recurring basis. This standard clarifies how a company should measure the
fair value of liabilities and that restrictions preventing the transfer of a
liability should not be considered as a factor in the measurement of liabilities
within the scope of this standard. This standard is effective for the Company on
October 1, 2009. The Company does not expect the impact of its adoption to be
material to its financial statements.
In October 2009, the FASB issued an amendment to the accounting standards
related to the accounting for revenue in arrangements with multiple deliverables
including how the arrangement consideration is allocated among delivered and
undelivered items of the arrangement. Among the amendments, this standard
eliminated the use of the residual method for allocating arrangement
considerations and requires an entity to allocate the overall consideration to
each deliverable based on an estimated selling price of each individual
deliverable in the arrangement in the absence of having vendor-specific
objective evidence or other third party evidence of fair value of the
undelivered items. This standard also provides further guidance on how to
determine a separate unit of accounting in a multiple-deliverable revenue
arrangement and expands the disclosure requirements about the judgments made in
applying the estimated selling price method and how those judgments affect the
timing or amount of revenue recognition. This standard, for which the Company is
currently assessing the impact, will become effective for the Company on January
1, 2011.
In October 2009, the FASB issued an amendment to the accounting standards
related to certain revenue arrangements that include software elements. This
standard clarifies the existing accounting guidance such that tangible products
that contain both software and non-software components that function together to
deliver the product's essential functionality, shall be excluded from the scope
of the software revenue recognition accounting standards. Accordingly, sales of
these products may fall within the scope of other revenue recognition standards
or may now be within the scope of this standard and may require an allocation of
the arrangement consideration for each element of the arrangement. This
standard, for which the Company is currently assessing the impact, will become
effective for the Company on January 1, 2011.
7
NOTE 2 - GOING CONCERN
Affinity' 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 $64,574 and has
insufficient working capital to meet operating needs for the next twelve months
as of October 31, 2009, all of which raise substantial doubt about Affinity's
ability to continue as a going concern.
NOTE 3 - RELATED PARTY TRANSACTIONS
During the nine month period ended October 31, 2009 the Company recognized a
total of $4,500 for donated services provided by the President and Director of
the Company.
As of October 31, 2009, the Company owes $3,405 to a related party. The amount
is non interest bearing and due on demand. Imputed interest in the amount of
$204 for the nine months ended October 31, 2009 is included in additional paid
in capital.
NOTE 4 - COMMON STOCK
Affinity issued 5,000,000 shares of common stock (founder's shares) on December
17, 2007 to the President and Director of the Company. In addition, 508,300
shares of common stock was issued to the public on May 15, 2008 for $50,830.
NOTE 5 - SUBSEQUENT EVENTS
The company has entered into an agreement with Briton Ventures of the UK to
produce 12 pictures. Briton Ventures will provide up to 50% of the budgets on
each of the films up to a maximum budget of $10 million USD per film. Affinity
will provide the other 50% funding through bankable tax credits and presales.
Affinity will participate in 50% of all revenues and will be in first position
to recoup investment in these films.
The company has entered into a 6 to12 picture deal with Insight Film
Studios/Odyssey Film Studios to coproduce these films over a 12 month period
starting early 2010. Affinity/Insight and Odyssey will provide 50% of the
budgets of these films through tax credits, minimum guarantees, presales and
equity. 50% of the films profit will be split equally between Insight and
Affinity where Affinity will receive 25% of all revenues of the films.
Except for the items noted above, there are no subsequent events from October
31, 2009 to the date of this filing.
8
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.
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 the original plan. We came to a decision
that the company should save the costs and look for another project.
The company has decided to change the nature of business by entering into the
entertainment business by becoming an industry leader in the Production, Sales,
and Distribution of film and television product. The company is working with
Insight Film Studios/Odyssey Film Studios to joint venture many high quality
projects.
Affinity has entered into an agreement with Insight Film Studios/Odyssey Film
Studios to Produce 12 feature films over the next year. Insight/Odyssey is
considered many industry insiders as the largest independent film production
company in Canada and one of the largest in the world.
9
The company has entered into an agreement with Briton Ventures of the United
Kingdom to produce 12 pictures with a budget cap of $10 million USD per project.
Briton Ventures will provide up to 50% of the budgets and Affinity will provide
the other 50% funding through bankable tax credits and distribution contracts.
We feel that this new direction the company has taken by changing the nature of
its business, appointing new management and entering into contracts with
industry leaders, it has created an opportunity for the company to move forward
with a positive plan for success.
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.
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 OCTOBER 31, 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
$64,574of which $ 43,088 is for legal and accounting fees, $5,500 is for rent,
$5,500 is for consulting services, and $10,486 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.
10
On October 20, 2009, the company accepted the resignation of Yulia Nesterchuck
as Chief Financial Officer, Secratary, Treasurer, and Director. Yulia
Nesterchuck no longer holds any position with the company.
On October 20, 2009, the company appoints Scott Cramer as its President, Chief
Financial Officer, Secretary, and Treasurer.
Kirk Shaw has stepped down as President and has remained as a director of the
company.
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.
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 October 31, 2009, our total assets were $1,137 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.
11
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.
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.
12
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 $0.10per 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 ofcommon stock. Since then we have used the proceeds as
follows:
Accounting and Legal Expense $43,088
General & Administrative 6,587
Bank balance as of July 31, 2009 1,155
-------
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 11th day of December, 2009.
AFFINITY MEDIAWORKS CORP.
(REGISTRANT)
BY: /s/ Scott Cramer
-------------------------------------------------
Scott Cramer
President, Principal Executive Officer, Treasurer,
Principal Financial Officer, Principal Accounting
Officer
13