U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For Fiscal Year Ended: December 31, 2008
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _____________ to _____________
DATAMILL MEDIA CORP.
(Exact name of issuer as specified in charter)
Nevada 000-27795 98-0427526
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification Number)
7731 S. Woodridge Drive
Parkland, FL
(Address of principal executive offices)
(954) 575-9177
(Issuer's telephone number, including area code)
SMITTEN PRESS: LOCAL LORE & LEGENDS, INC.
2503 W. Gardner Ct.
Tampa FL 33611
(Former name or former address, if changed since last report)
Securities registered under Section 12(b) of the Act: NONE
Securities registered under Section 12(g) of the Act: Common Stock
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 past 90 days. Yes [ ] No [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 issuer's revenues for its most recent fiscal year: None
State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked prices of such common equity, as of a
specified date within the past 60 days. (See definition of affiliate in Rule
12b-2 of the Exchange Act.) Not applicable
Note: If determining whether a person is an affiliate will involve an
unreasonable effort and expense, the issuer may calculate the aggregate market
value of the common equity held by non-affiliates on the basis of reasonable
assumptions, if the assumptions are stated.
ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS
Indicate by check mark whether the issuer has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE REGISTRANTS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 10,325,000 shares of common stock
outstanding as of October 26, 2010.
DOCUMENTS INCORPORATED BY REFERENCE
If the following documents are incorporated by reference, briefly describe them
and identify the part of the Form 10-K (e.g., Part I, Part II, etc.) into which
the document is incorporated: (1) any annual report to security holders; (2) any
proxy or information statement; and (3) any prospectus filed pursuant to Rule
424(b) or (c) of the (the "Securities Act"). The listed documents should be
clearly described for identification purposes (e.g., annual report to security
holders for fiscal year ended December 24, 1990).
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
DATAMILL MEDIA CORP.
TABLE OF CONTENTS
PART I
Item 1. Description of Business 3
Item 2. Description of Property 4
Item 3. Legal Proceedings 4
Item 4. Submission of Matters to a Vote of Security Holders 4
PART II
Item 5. Market for Common Equity and Related Stockholder Matters and Small
Business Issuer Purchases of Equity Securities 4
Item 7. Management's Discussion and Analysis or Plan of Operation 7
Item 8. Financial Statements 10
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure 10
Item 9A. Controls and Procedures 10
Item 9AT. Controls and Procedures 11
Item 9B. Other Information 11
PART III
Item 10. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act 12
Item 11. Executive Compensation 14
Item 12. Security Ownership of Certain Beneficial Owners and Management 15
Item 13. Certain Relationships and Related Transactions 15
Item 14. Principal Accounting Fees and Services 16
PART IV
Item 15. Exhibits 17
2
FACTORS THAT MAY AFFECT FUTURE RESULTS
This Report on Form 10-K contains forward-looking statements within the
meaning of and which are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Such forward-looking
statements are subject to risks and uncertainties that could cause actual
results to be materially different from historical results or from any results
expressed or implied by such forward-looking statements. Forward-looking
statements generally are accompanied by words such as "anticipates," "belief,"
"believes," "estimates," "expects," "intends," "plans," and similar statements
and should be considered uncertain and forward-looking. Any forward-looking
statements speak only as of the date on which such statement is made, are not
guarantees of future performance and involve certain risks, uncertainties and
assumptions that are difficult to predict. Therefore, actual outcomes and
results may differ materially from what is expressed or forecast in such
forward-looking statements, whether as a result of new information, future
events, or otherwise.
Factors that could cause our results to differ materially from the results
discussed in such forward-looking statements include, without limitation: we
have a limited operating history during which we have generated minimal revenues
and losses to date; going concern considerations; our dependence on our sole
officer and director who has other outside business activities and may therefore
be unable to devote a majority of his time to the Company, possibly resulting in
periodic disruptions in our operations; the continued quotation of our Common
Stock on the Over-the-Counter Bulletin Board as to which there are no
assurances, that an active market for our shares will exist, or be sustained;
the Sarbanes Oxley Act has increased our accounting and administrative costs;
and as may be further set forth in any press releases we may undertake, and
other reports filed by us with the U.S. Securities and Exchange Commission
("SEC"). Many of such factors are beyond our control. New factors emerge from
time to time and it is not possible for management to predict all of such
factors, nor can it assess the impact of each such factor on our business or the
extent to which any factor, or combination of factors may cause actual results
to differ materially from those contained in any forward-looking statements. In
light of these risks and uncertainties, there can be no assurance that the
results anticipated in these forward looking statements contained in this Report
will in fact occur. All forward looking statements wherever they may appear are
expressly qualified in their entirety by the cautionary statements in this
section. We undertake no obligation to update any such forward-looking
statements.
PART - I
ITEM 1. DESCRIPTION OF BUSINESS
On May 8, 2007, we changed our corporate domicile to Nevada, which was
approved by our stockholders at a meeting held on February 19, 2007. Due to the
death of our founder and President, Mr. Richard Smitten in September 2006, we
did not commence active operations during the 2006 or 2007 fiscal years. Prior
management's plan was to seek other alternatives to preserve stockholder value,
including selling a controlling interest to a third party who would subsequently
merge an operating business into the Company or otherwise enter into a business
combination. As reported on our Form 8-K filed on September 7, 2007 and
incorporated by reference, on August 30, 2007, our then controlling shareholder,
the Estate of Richard Smitten, through its executor, Kelley Smitten, sold
152,700 restricted shares of our common stock, which represented 68% of our then
outstanding common stock, in a private transaction, to Robert L. Cox in exchange
for cash consideration of $600,000 (the "Transaction"). As a result, Robert L.
Cox held 152,700 shares of our common stock, which represented 68% of our common
stock outstanding. See Item 11. "Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters".
Following the change of control of the Company, we have continued prior
management's plan to seek other alternatives. Although we have engaged in
preliminary discussions with third parties concerning such a transaction,
including a possible transaction with an entity of which Mr. Cox is the Chief
Executive Officer and President, as of the date of this report we have no
binding agreement, commitment or understanding to do so.
3
EMPLOYEES
As of December 31, 2008, our sole officer, director and employee is Robert
L. Cox, our Chief Executive Officer, President, Secretary, Treasurer and
Principal Accounting Officer. He currently devotes such time as is necessary to
affect our business plan set forth above.
We have not engaged in any research and development nor do we anticipate
engaging in any research and development until such time as we enter into a
transaction with another entity, if any, which will determine whether our
business will require research and development. Until such time, we do not
anticipate any significant changes in the number of our employees.
ITEM 2. DESCRIPTION OF PROPERTY
Office space was and is provided on a month-to-month basis formerly by the
Company's CEO and currently by an affiliate for no charge, however, for all
periods presented, the value was not material.
Our executive offices were located at 2501 N.W. 34th Place, Unit 24,
Pompano Beach, Florida 33069. Our current address is 7731 S. Woodridge Drive,
Parkland, Florida 33067 and our telephone number is (954) 575-9177.
We believe that our facilities are adequate to meet our current needs.
We do not intend to renovate, improve, or develop properties. We are not
subject to competitive conditions for property and currently have no property to
insure. We have no policy with respect to investments in real estate or
interests in real estate and no policy with respect to investments in real
estate mortgages. Further, we have no policy with respect to investments in
securities of or interests in persons primarily engaged in real estate
activities.
ITEM 3. LEGAL PROCEEDINGS
We are not subject to any current lawsuits or claims. See "Item 9.
Directors, Executive Officers, Promoters and Control Person"
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There have not been any submissions of matters to a vote of security
holders in the fourth quarter of the fiscal year ended December 31, 2008.
PART - II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL
BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES.
MARKET INFORMATION
Our Common Stock was listed for trading on the Over the Counter Bulletin
Board (OTCBB) and presently trades under the trading symbol " SPLID". There is
presently no established trading market for our common stock and a regular
trading market may not develop, or if developed, may not be sustained. A
shareholder in all likelihood, therefore, will not be able to resell his or her
securities should he or she desire to do so when eligible for public resale.
Furthermore, it is unlikely that a lending institution will accept our
securities as pledged collateral for loans unless a regular trading market
develops.
4
The following table sets forth, by fiscal quarter, the high and low closing
sale prices reported by OTCBB for the Company's common stock for the periods
indicated.
Quarter Ended High Bid Low Bid
------------- -------- -------
FISCAL 2007
March 31, 2007 $0.10 $0.10
June 30, 2007 $0.10 $0.10
September 30, 2007 $0.40 $0.35
December 31, 2007 $0.80 $0.75
Quarter Ended High Bid Low Bid
------------- -------- -------
FISCAL 2008
March 31, 2008 $0.50 $0.50
June 30, 2008 $0.01 $0.01
September 30, 2008 $0.01 $0.01
December 31, 2008 $0.01 $0.01
SHAREHOLDERS
As of October 26, 2010 there were 41 holders of record of our Common Stock.
During the past three years, we have not sold any securities under the
Securities Act. An aggregate of 100,000 shares of our restricted Common Stock
were issued to Robert L. Cox, our sole officer and director in September 2007
for services rendered. SEE ITEM 11."SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS".
PENNY STOCK CONSIDERATIONS
Our shares are "penny stocks" as that term is generally defined in the (the
"Exchange Act") to mean equity securities with a price of less than $5.00. Our
shares thus are subject to rules that impose sales practice and disclosure
requirements on broker-dealers who engage in certain transactions involving a
penny stock.
Under the penny stock regulations, a broker-dealer selling a penny stock to
anyone other than an established customer or accredited investor must make a
special suitability determination regarding the purchaser and must receive the
purchaser's written consent to the transaction prior to the sale, unless the
broker-dealer is otherwise exempt. Generally, an individual with a net worth in
excess of $1,000,000 or annual income exceeding $100,000 individually or
$300,000 together with his or her spouse is considered an accredited investor.
In addition, under the penny stock regulations the broker-dealer is required to:
* Deliver, prior to any transaction involving a penny stock, a
disclosure schedule prepared by the Securities and Exchange Commission
relating to the penny stock market, unless the broker-dealer or the
transaction is otherwise exempt;
* Disclose commissions payable to the broker-dealer and our registered
representatives and current bid and offer quotations for the
securities;
* Send monthly statements disclosing recent price information pertaining
to the penny stock held in a customer's account, the account's value
and information regarding the limited market in penny stocks; and
* Make a special written determination that the penny stock is a
suitable investment for the purchaser and receive the purchaser's
written agreement to the transaction, prior to conducting any penny
stock transaction in the customer's account.
5
Because of these regulations, broker-dealers may encounter difficulties in
their attempt to sell shares of our common stock, which may affect the ability
of selling shareholders or other holders to sell their shares in the secondary
market and have the effect of reducing the level of trading activity in the
secondary market. These additional sales practice and disclosure requirements
could impede the sale of our securities, if our securities become publicly
traded. In addition, the liquidity for our securities may be decreased, with a
corresponding decrease in the price of our securities. Our shares in all
probability will be subject to such penny stock rules and our shareholders will,
in all likelihood, find it difficult to sell their securities.
REPORTS TO SHAREHOLDERS
We are subject to the information and reporting requirements of the
Exchange Act and file periodic reports, proxy statements and other information
with the Securities and Exchange Commission.
COMMON STOCK
We have authorized 150,000,000 shares of Common Stock, par value $0.001 per
share. As of the date of this filing, 10,325,000 shares of Common Stock are
issued and outstanding.
Each shareholder is entitled to one vote for each share of common stock
owned of record. The holders of shares of common stock do not possess cumulative
voting rights, which means that the holders of more than fifty percent of the
outstanding shares voting for the election of directors can elect all of the
directors, and in such event the holders of the remaining shares will be unable
to elect any of the Company's directors. Action may be taken without a meeting
if a written consent setting forth the action taken is signed by holders of not
less than the minimum number of shares necessary to authorize the action if a
meeting of all shares entitled to vote were present and voted. If such consent
is obtained, within ten days thereof, written notice must be given to holders
who did not so consent.
Holders of outstanding shares of common stock are entitled to receive
dividends out of assets legally available therefore at such times and in such
amounts as the board of directors may from time to time determine and as
permitted by law. Upon the liquidation, dissolution, or winding up of the
Company, the assets legally available for distribution to the shareholders will
be distributable ratably among the holders of the shares outstanding at the
time. Holders of the shares of common stock have no preemptive, conversion, or
subscription rights, and shares are not subject to redemption. All outstanding
shares of common stock are, and the shares being offered hereby will be, fully
paid and non-assessable.
PREFERRED STOCK
The Company has authorized 10,000,000 shares of "blank check" preferred
stock available for issuance, par value $0.001 per share none of which are
issued and outstanding as of the date hereof.
The Company's Board of Directors is authorized to issue such preferred
stock in one or more series and to fix the voting powers and the designations,
preferences and relative, participating, optional or other rights and
restrictions thereof. Accordingly, we may issue one or more series of preferred
stock in the future that will have preference over our common stock with respect
to the payment of dividends and upon our liquidation, dissolution or winding up
or have voting or conversion rights which could adversely affect the voting
power and percentage ownership of the holders of the preferred stock and common
stock.
SHARES ELIGIBLE FOR FUTURE SALE
There is currently no established public market for any of our securities,
and no assurances are given that an established public trading market for our
Common Stock will ever develop or be sustained if developed. We cannot assure
the extent, if at all, an active market may be developed or be sustained, if
developed.
6
No prediction can be made of the effect, if any, that future market sales,
if any, of shares of common stock or the availability of such shares for sale
will have on any prevailing market price of the common stock following this
offering.
TRANSFER AGENT
The transfer agent for our common stock is Interwest Transfer Company,
Inc., which is located at 1981 East 4800 South, Suite 100, Salt Lake City, UT
84117. Its telephone number is (801) 272-9294.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Company's Articles of Incorporation provide for indemnification of
officers and directors to the fullest extent permissible under Nevada law. The
Company's bylaws contain provisions entitling directors and officers of the
Company to indemnification from judgments, fines, claims, amounts paid in
settlement and reasonable expenses, including attorney's fees, as the result of
an action or proceeding in which they may be involved by reason of being or
having been a director or officer of the Company, provided said officers or
directors acted in good faith and in a manner reasonably believed to be in or
not opposed to the best interests of the Company.
In so far as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, or otherwise, we have been informed that
in the opinion of the SEC, such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
OVERVIEW
We were a Canadian issuer incorporated in Ontario, Canada on January 15,
1990 under the name Creemore Star Printing, Inc. We operated our printing
business until 1999, when unfavorable economic conditions caused us to
discontinue operations. We changed our name to Smitten Press: Local Lore and
Legends, Inc. on July 15, 2003.
On May 8, 2007, we filed Articles of Domestication and Articles of
Incorporation with the State of Nevada. We are now a Nevada corporation with
150,000,000 shares of $0.001 par value common stock authorized and 10,000,000
shares of $0.001 par value preferred stock authorized.
Subsequent to our name change, we reactivated our business with the
following focus:
* Refining our business plan
* Obtaining and developing necessary rights to sell our products
* Developing our website at www.smittenpress.com
* Preparing to sell products through rack jobbers, or persons who set up
and maintain newspaper-style boxes, as well as from our website.
PLAN OF OPERATION
We have not yet commenced any active operations and due to the death of our
founder and president Mr. Richard Smitten in September 2006, we have determined
that proceeding with our initial business plan will not be viable.
We are now seeking other alternatives to preserve stockholder value,
including selling a controlling interest to a third party who would subsequently
merge an operating business into the company. As of the date of this report, we
have no binding agreement, commitment or understanding to do so. We have engaged
in preliminary discussions with third parties concerning such a transaction, and
we may continue further discussions.
7
LIQUIDITY AND CAPITAL RESOURCES
As reflected in the accompanying financial statements, the Company has a
net loss and net cash used in operations of $84,466 and $61,477, respectively,
for the year ended December 31, 2008 and a deficit accumulated during
development stage of $1,069,008 and stockholders' deficiency of $92,862 at
December 31, 2008 and is a development stage company with no revenues. The
ability of the Company to continue as a going concern is dependent on the
Company's ability to further implement its business plan, raise capital, and
generate revenues. On August 30, 2007, the Company's former officer sold
controlling interest to a third party who intends to subsequently merge an
operating business into the Company. The ability of the Company to continue as a
going concern is dependent on the Company's ability to further implement its
business plan. In addition, as of December 31, 2008, we had no cash available to
meet our needs as described below.
All our costs, which we will incur irrespective of our activities to
implement our current business plan, including bank service fees and those costs
associated with on-going SEC reporting requirements, are estimated to be less
than $3,000 per quarter for 10-Q quarterly filings and $7,500 per 10-K annual
filing. Prior management had advanced and paid $52,149 since inception of
development stage of our operating expenses as of December 31, 2008. In
connection with the sale of the controlling interest in the Company as discussed
elsewhere, these debts were settled.
During fiscal 2007 in addition to the above advances, an affiliate company
related to the Robert L. Cox, the Company's Chief Executive Officer, through
common ownership advanced funds of $17,199 to the Company for working capital
purposes. The obligation to repay these funds is not reflected in any written
note, bears no interest and is due upon demand.
During 2008, this same affiliate company advanced the Company $61,477 to
sustain operations. The total amount due to this related party at December 31,
2008 was $78,676. The obligation to repay these funds is not reflected in any
written note, bears no interest and is due upon demand.
If we fail to meet our Exchange Act filing requirements, we may lose the
qualification and our securities would no longer trade on the over the counter
bulletin board. Further, if we fail to meet these obligations and as a
consequence we fail to satisfy our SEC reporting obligations, investors will now
own stock in a company that does not provide the disclosure available in
quarterly and annual reports filed with the SEC and investors may have increased
difficulty in selling their stock as we will be non-reporting.
Accordingly, our accountants have indicated in their Report of Independent
Registered Public Accounting Firm for the years ended December 31, 2008 and
2007, that there is substantial doubt about our ability to continue as a going
concern over the next twelve months from December 31, 2008. Our poor financial
condition could inhibit our ability to achieve our business plan.
CRITICAL ACCOUNTING POLICIES
Our financial statements and accompanying notes are prepared in accordance
with generally accepted accounting principles in the United States. Preparing
financial statements requires management to make estimates and assumptions that
affect the reported amounts of assets, liabilities, revenue and expenses. These
estimates and assumptions are affected by management's applications of
accounting policies. Significant estimates in 2008 and 2007 include an estimate
of the deferred tax asset valuation allowance, valuation of stock based
payments, and valuation of contributed services.
Effective January 1, 2006, we adopted Statement of Financial Accounting
Standards No. 123 (revised 2004), Share Based Payment ("SFAS No. 123R"). SFAS
No. 123R establishes the financial accounting and reporting standards for
stock-based compensation plans. As required by SFAS No. 123R, we recognize the
cost resulting from all stock-based payment transactions including shares issued
in the financial statements.
8
RECENT ACCOUNTING PRONOUNCEMENTS
In July 2006, the Financial Accounting Standards Board (FASB) issued FASB
Interpretation No. 48 ("FIN 48"), Accounting for Uncertainty in Income Taxes,
which is an interpretation of SFAS No. 109, Accounting for Income Taxes. FIN 48
clarifies the accounting for income taxes by prescribing the minimum recognition
threshold a tax position is required to meet before being recognized in the
financial statements. FIN 48 also provides guidance on de-recognition,
measurement, classification, interest and penalties, accounting in interim
periods, disclosure and transition. In addition, FIN 48 clearly scopes out
income taxes from Financial Accounting Standards Board Statement No. 5,
Accounting for Contingencies. FIN 48 is effective for fiscal years beginning
after December 15, 2006.
In September 2006, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards ("SFAS") No. 157, "Fair Value
Measurements." SFAS No. 157 clarifies the principle that fair value should be
based on the assumptions market participants would use when pricing an asset or
liability and establishes a fair value hierarchy that prioritizes the
information used to develop those assumptions. Under the standard, fair value
measurements would be separately disclosed by level within the fair hierarchy.
SFAS No. 157 is effective for financial statements issued for fiscal years
beginning after November 15, 2007 and interim periods within those fiscal years,
with early adoption permitted. The Company does not expect the adoption of SFAS
No. 157 to have a material impact on its financial condition or results of its
operations.
In September 2006, the Securities and Exchange Commission issued Staff
Accounting Bulletin ("SAB") No. 108, "Considering the Effects of Prior Year
Misstatements When Quantifying Current Year Misstatements. "SAB No. 108 requires
analysis of misstatements using both an income statement (rollover) approach and
a balance sheet (iron curtain) approach in assessing materiality and provides a
one-time cumulative effect transition adjustment. SAB No. 108 is effective for
out 2006 annual financial statements. We are currently assessing the potential
impact that the adoption of SAB No. 108 will have on our financial statements.
The adoption of SAB No. 108 is not expected to have a material impact on the
financial statements.
In December 2006, FASB Staff Position No. EITF 00-19-2, "ACCOUNTING FOR
REGISTRATION PAYMENT ARRANGEMENTS," was issued. The FSP specifies that the
contingent obligation to make future payments or otherwise transfer
consideration under a registration payment arrangement, whether issued as a
separate agreement or included as a provision of a financial instrument or other
agreement, should be separately recognized and measured in accordance with SFAS
No. 5, "ACCOUNTING FOR CONTINGENCIES." The Company believes that its current
accounting is consistent with the FSP.
In February 2007, the FASB issued SFAS No. 159, "THE FAIR VALUE OPTION FOR
FINANCIAL ASSETS AND FINANCIAL LIABILITIES, INCLUDING AN AMENDMENT OF FASB
STATEMENT NO. 115", under which entities will now be permitted to measure many
financial instruments and certain other assets and liabilities at fair value on
an instrument-by-instrument basis. This Statement 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 a fiscal year that begins on
or before November 15, 2007, provided the entity also elects to apply the
provisions of SFAS 157. The Company does not expect that this interpretation
will have a material impact on its financial position, results of operations, or
cash flows.
In May 2007, the FASB issued FASB Staff Position No. FIN 48-1, DEFINITION
OF SETTLEMENT IN FASB INTERPRETATION NO. 48 ("the FSP"). The FSP provides
guidance about how an enterprise should determine whether a tax position is
effectively settled for the purpose of recognizing previously unrecognized tax
benefits. Under the FSP, a tax position could be effectively settled on
completion of examination by a taxing authority if the entity does not intend to
appeal or litigate the result and it is remote that the taxing authority would
examine or re-examine the tax position. The Company does not expect that this
interpretation will have a material impact on its financial position, results of
operations, or cash flows.
In December 2007, the FASB issued SFAS No. 141(R), "BUSINESS COMBINATIONS,"
which replaces SFAS No. 141, " BUSINESS COMBINATIONS," which, among other
things, establishes principles and requirements for how an acquirer entity
9
recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed (including intangibles) and any
non-controlling interests in the acquired entity. SFAS No. 141(R) 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. We are currently evaluating what impact our adoption of SFAS
No. 141(R) will have on our financial statements.
In December 2007, the FASB issued SFAS No. 160, "NON-CONTROLLING INTERESTS
IN CONSOLIDATED FINANCIAL STATEMENTS, AN AMENDMENT OF ARB NO. 51." SFAS No. 160
amends ARB 51 to establish accounting and reporting standards for the
non-controlling interest in a subsidiary and for the deconsolidation of a
subsidiary. It also amends certain of ARB 51's consolidation procedures for
consistency with the requirements of SFAS No. 141(R). SFAS No. 160 is effective
for fiscal years, and interim periods within those fiscal years, beginning on or
after December 15, 2008. We are currently evaluating what impact our adoption of
SFAS No. 160 will have on our financial statements.
Other accounting standards that have been issued or proposed by the FASB or
other standards-setting bodies that do not require adoption until a future date
are not expected to have a material impact on the financial statements upon
adoption.
OFF-BALANCE SHEET ARRANGEMENTS
The Company had no off-balance sheet arrangements during 2008 and 2007.
ITEM 8. FINANCIAL STATEMENTS
Our financial statements and the related notes are set forth on pages F-1
through F-15, attached hereto.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There have been no changes in or disagreements with accountants on
accounting and financial disclosure.
ITEM 9A. CONTROLS AND PROCEDURES
Our principal executive and financial officer evaluated the effectiveness
of our disclosure controls and procedures (as defined in Rule 13a-15 (e) or
15d-15 (e) promulgated under the Exchange Act as of the end of the period
covered by this Report to determine if such controls and procedures have been
designed and are functioning effectively to provide reasonable assurance that
the information required to be disclosed by the Company in reports filed under
the Exchange Act is recorded, processed, summarized and reported with the time
periods specified in the SEC's rules and forms. Based upon such evaluation, such
person concluded that as of such date, our disclosure controls and procedures
were not effective at the reasonable assurance level because, due to financial
constraints, the Company does not maintain a sufficient complement of personnel
with an appropriate level of technical accounting knowledge, experience and
training in the application of generally accepted accounting principles
commensurate with our financial accounting and reporting requirements. There
have been no changes in our internal control over financial reporting identified
in connection with the evaluation that occurred during our last fiscal quarter
that has materially affected, or that is reasonably likely to materially affect,
our internal control over financial reporting. In the event that we may receive
sufficient funds for internal operational purposes, we plan to retain the
services of additional internal management staff to provide assistance to our
current management with the monitoring and maintenance of our internal controls
and procedures.
Our management does not believe that a control system, no matter how well
designed and operated, can provide absolute assurance that all control issues
and instances of fraud, if any, within a company will be detected. A control
system, no matter how well designed and operated, can only provide reasonable,
10
not absolute, assurance that the control system's objectives will be met. 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. Because of the inherent limitations in all control systems, no evaluation
of controls can provide absolute assurances that all control issues and
instances of fraud, if any, with the Company have been detected.
ITEM 9A(T). CONTROLS AND PROCEDURES
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting as defined in Rules 13a-15(f)
and 15d-15(f) under the Exchange Act. The Company's internal control over
financial reporting is designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles. Management's internal control over financial reporting includes
those policies and procedures that:
(i) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the
assets of the Company;
(ii) 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 our management and directors; and
(iii) provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use or disposition of the Company's
assets that could have a material effect on the financial statements.
Because of the inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of the Company's internal control
over financial reporting as of December 31, 2008. In making this assessment,
management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission in Internal Control-Integrated
Framework. Management's assessment included an evaluation of the design of our
internal control over financial reporting and testing of the operational
effectiveness of these controls.
Based on this assessment, management has concluded that as of December 31,
2008, our internal control over financial reporting was effective to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
U.S. generally accepted accounting principles.
This annual report does not include an attestation report of the Company's
independent registered public accounting firm regarding internal control over
financial reporting. Management's report was not subject to attestation by the
Company's independent registered public accounting firm pursuant to temporary
rules of the Securities and Exchange Commission that permit the Company to
provide only management's report in this annual report.
ITEM 9B. OTHER INFORMATION
Not Applicable
11
PART - III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
The Board of Directors elects our executive officers annually. A majority
vote of the directors who are in office is required to fill vacancies. Each
director shall be elected for the term of one year, and until his successor is
elected and qualified, or until his earlier resignation or removal. Our director
and executive officer is as follows:
Name Age Position
---- --- --------
Robert L. Cox 49 CEO, President, Secretary, Treasurer, Principal Financial
and Accounting Officer, Chairman of the Board of Directors
ROBERT L. COX
Mr. Cox was elected Chief Executive Officer, President, Secretary and
Treasurer and the sole director of the Company in September 2007 after the
change of control of the Company and the resignation of the Company's former
sole officer and director, Michael Williams, contemporaneously with the election
of Mr. Cox.
Since April 2007, Robert L. Cox has been the President, Chief Executive
Officer, and Director of Simply Fit Holdings Group, Inc., a privately held
Florida corporation in the business of beverage manufacturing and marketing.
From June 1983 to March 1987, Mr. Cox was Vice President and then President of
C&C Development, a family owned commercial real estate development company
located in Hialeah, Florida. From March 1987 to February 1999, he held the
positions of Vice President, Executive Vice President, Chief Operating Officer,
President, Chief Executive Officer, and Director for Tower Realty Trust, a real
estate investment trust, which was publicly traded on the New York Stock
Exchange and a Securities and Exchange Commission reporting company, and
specialized in the acquisition and development of commercial office properties.
From January 2000 to August 2006, Mr. Cox was the President, Chief Executive
Officer, and Director for Instacare Corporation, a Nevada corporation and
Securities and Exchange Commission reporting company that operated a healthcare
distribution business and whose common stock was publicly traded on the OTC
Bulletin Board. From August 2006 to April 2007, Mr. Cox was a consultant for
small-capitalized companies and assisted in overall corporate structuring and
going public concerns. Until 2001, Mr. Cox was a member of the Building Owners
and Managers Association of New York (BOMANY). In 1983, Mr. Cox received a
Bachelor of Arts, Degree in Business Administration and Finance from Florida
State University.
Mr. Cox and Simply Fit Holdings Group, Inc. (SFHG) are named as defendants
with others in a lawsuit filed in the U.S. District Court for the Eastern
District of New York, Case No. 07CV.5402 (ADS)(ARL). The Company is not named as
a defendant in this lawsuit. The plaintiff, a New York corporation doing
business as Simply Fit of the Northeast, alleges that it entered into an
agreement with Simply Fit SFHG in July 2007 to be a master distributor of the
SFHG product. The plaintiff alleges that the defendants wrongfully terminated
the distributorship agreement and allege against all of the defendants (a) two
RICO counts; (b) fraud; (c) breach of contract (solely against SFHG); and (d)
unfair competition. The defendants have filed a Motion to Dismiss the Complaint
for failure to state a claim and a Motion to Compel Arbitration in Florida since
the agreement contained an arbitration provision. The plaintiff has also filed a
Motion for a Preliminary Injunction against the defendants. On or about April 3,
2008, plaintiff filed an amended complaint with the Court in which it added
details to its allegations. The litigation and Motions are pending. Mr. Cox and
SFHG deny all of the allegations and intend to vigorously defend against them.
The plaintiff and defendants are aggressively negotiating to reach a settlement
agreement in which all charges will be dismissed by the parties. This lawsuit
will have no accounting effect on the Company, since the Company is not a party
to this litigation.
12
VINCENT BEATTY
On April 30, 2010, the holders of a majority of the shares of Common Stock
of the Registrant acting on written consent elected Vincent Beatty as Director
and President of the Company, to serve in said positions until the next Meeting
of Shareholders; see Note 8 - Subsequent Events, included in the attached Notes
to the Financial Statements.
Mr. Beatty has an extensive background in the securities and venture
capital industry. For the past twenty years, he has assisted in the raising of
tens of millions of dollars for numerous small businesses. He has also helped
many small companies obtain financing for private placements of public equity
(PIPES), bridge loans, and private equity. In 1995, Mr. Beatty started the
consulting firm Devken Inc., which he owns and operates today. Prior to
operating Devken Inc., Mr. Beatty was a senior account executive for First New
England Securities and Greenway Capital Corp. He has extensive, hands on
experience with clearing firms, broker dealers, market makers, and transfer
agents.
None of our directors holds similar positions in any reporting company
under the Exchange Act.
No current director, person nominated to become a director, executive
officer, promoter or control person of the Company has, within the past five
years:
* had any bankruptcy petition filed by or against any business or which
such person was a general partner or executive officer either at the
time of the bankruptcy or within two years prior to that time;
* been convicted in a criminal proceeding or been subject to a pending
criminal proceeding (excluding traffic violations and other minor
offenses);
* been subject to any order, judgment, or decree, not subsequently
reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining, barring,
suspending or otherwise limiting his involvement in any type of
business, securities or banking activities; or
* been found by a court of competent jurisdiction (in a civil action),
the SEC, or the Commodity Futures Trading Commission to have violated
a federal or state securities or commodities law, and the judgment has
not been reversed, suspended or vacated.
DIRECTOR FEES
We do not currently pay director fees to any of our directors, but may
begin compensating outside directors at a reasonable fee to be determined for
meetings attended at such time as we may have one or more outside directors. As
Mr. Cox currently serves as our sole director, Mr. Cox undertakes directorship
activities on an as needed basis.
STOCK OPTION PLAN
We do not currently have a stock option plan but may in the future adopt an
incentive based employee stock option plan for senior management and key
employees, the number of shares subject to and terms and conditions of which are
still to be determined. Any future issuances of such options could dilute the
voting rights, and economic interests of holders of common stock.
ADVISORY BOARD; CONSULTANTS
We may form an advisory board comprised of persons with experience in a
related industry that may be compensated for serving in such capacity in cash
and/or Company securities.
13
We may also from time to time retain various consultants on a part-time
and/or project basis whom may be compensated in such capacity in cash and/or
Company securities.
CODE OF ETHICS
We have not as yet adopted a code of ethics due to the small size of the
Company. In the event the Company materially increases in size, management
intends to consider the need for a code of ethics.
AUDIT COMMITTEE
We do not currently have an audit committee. The entire Board of Directors
is currently acting as the audit committee. There is no "audit committee
financial expert," as such term is defined in rules and regulations of the SEC,
currently serving on the Board of Directors. However, our sole director believes
that he has sufficient knowledge and experience to fulfill his duties and
obligations with respect to audit committee functions of the Board of Directors.
FAMILY RELATIONSHIPS
There are no family relationships among our sole officer, director, or
persons nominated for or anticipated to assume such positions.
SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act, as amended, requires the Company's
directors and executive officers, and persons who beneficially own more than 10%
of a registered class of the Company's equity securities, to file reports of
beneficial ownership and changes in beneficial ownership of the Company's
securities with the SEC on Forms 3 (Initial Statement of Beneficial Ownership),
4 (Statement of Changes of Beneficial Ownership of Securities) and 5 (Annual
Statement of Beneficial Ownership of Securities). Directors, executive officers
and beneficial owners of more than 10% of the Company's Common Stock are
required by SEC regulations to furnish the Company with copies of all Section
16(a) forms that they file. Except as otherwise set forth herein, based solely
on review of the copies of such forms furnished to the Company, or written
representations that no reports were required, the Company believes that
directors, executive officers and greater than 10% beneficial owners complied
with all Section 16(a) filing requirements applicable to them.
ITEM 11. EXECUTIVE COMPENSATION
For the period ending December 31, 2008, we recorded $15,000 to our former
officer. For the period ending December 31, 2007, we recorded $5,000 to our
former officer. Prior to August 30, 2007, the Company reflected accrued
compensation for officers of $322,500 due to the Company's former officers. In
August 2007, in connection with the sale of the certain shares of Common Stock
from the estate of Mr. Smitten, a former officer and majority shareholder in a
private transaction, this accrued compensation was settled. Accordingly, we
reduced accrued compensation due prior officers by $322,500 and reflected
contributed capital of $322,500 by increasing paid-in capital on the
accompanying balance sheet. In addition, Mr. Cox, our sole executive officer,
received 100,000 shares of Common Stock for services rendered to the Company
which were valued at $392,927 or $0.039 per share which was the sale price per
share paid in the purchase of shares from Mr. Smitten's estate.
Mr. Cox is not an independent director. Thus, there is a potential conflict
in that the board member who is management will participate in discussions
concerning management compensation, including his conducting his own annual
review and determining his own bonus and performance goals, and audit issues
that may affect management decisions.
BOARD COMPENSATION
Our director does not currently receive cash compensation for his services
as director.
14
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of October 26, 2010, we had 10,325,000 shares of our Common Stock issued
and outstanding. The following table sets forth, as of October 26, 2010, the
shares of our Common Stock beneficially owned by each person known by us to be
the beneficial owner of more than 5% of our outstanding shares of Common Stock,
by each officer and director, and by all of our executive officers and directors
as a group.
Percentage of
Amount of Outstanding
Name and Address of Beneficial Type of Shares of
Beneficial Owner Ownership (1) Ownership Common Stock
---------------- ------------- --------- ------------
Vincent Beatty (2), (3), 10,201,350 Direct 98.8%
(4) and (5)
c/o the Company
All Officers and Directors
as a Group (1) person 10,201,350 Direct 98.8%
- ----------
(1) Beneficial ownership has been determined in accordance with Rule 13d-3
under the Exchange Act and unless otherwise noted, the persons named have
sole voting and investment power with respect to such shares.
(2) The address of the Company, as of the filing date of this Form 10-K, is
7731 S. Woodridge Drive, Parkland, FL 33067; see Note 8 - Subsequent
Events, included in the attached Notes to the Financial Statements.
(3) On September 14, 2009, the Company's controlling shareholder, Carl Feldman,
sold 202,700 restricted shares of the Company's common stock held in the
name of Mr. Feldman, which represented 62% of the then outstanding common
stock, in a private transaction, to Vincent Beatty in exchange for cash
consideration of $10,000 (the "Transaction"). As a result, Vincent Beatty
became the Company's controlling shareholder. Mr. Beatty engaged in a loan
transaction in connection with the Transaction; see Note 8 - Subsequent
Events, included in the attached Notes to the Financial Statements.
(4) On April 30, 2010, the holders of a majority of the shares of Common Stock
of the Registrant acting on written consent elected Vincent Beatty as
Director and President of the Company, to serve in said positions until the
next Meeting of Shareholders; see Note 8 - Subsequent Events, included in
the attached Notes to the Financial Statements.
(5) On August 23, 2010, the Company issued 10,000,000 restricted shares of its
common stock to its chief executive officer, Vincent Beatty, for services
rendered. The shares were valued at $0.001 per share or $10,000; see Note 8
- Subsequent Events, included in the attached Notes to the Financial
Statements.
See Note 8 - Subsequent Events, included in the attached Notes to the
Financial Statements for a description of the details and subsequent date,
resulting in a change of control in the Company.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
We have the exclusive rights to market local lore and legend mini-books
written or developed by or through Mr. Smitten. In June 2003, we issued Mr.
Smitten an aggregate of 102,500 shares of common stock for these rights based
upon the amount of time, effort and funds he indicated he had expended in
developing these rights, which he indicated he valued in excess of $10,250. As
our stock had no par value, we valued these shares at a di minimus value of
$.001 per share. Under GAAP, however, due to the related party nature of the
transaction, we did not record any asset value for these rights.
15
For the year ended December 31, 2006, Mr. Smitten advanced cash to the
Company of $22,573 for general and administrative expenses. On August 30, 2007,
in connection with the sale of Common Stock by Mr. Smitten's estate in a private
transaction to Mr. Cox, this obligation was satisfied.
For the year ended December 31, 2007, our former President, Michael
Williams, contributed $5,000 in legal services, as he had in the prior year
before becoming an officer following the death of our Mr. Smitten.
During the year ended December 31, 2007, an affiliate company related to
the Company's chief executive officer through common ownership, advanced funds
of $17,199 to the Company for working capital purposes. These advances are
reflected as due to related party on the accompanying balance sheet, are
non-interest bearing and are payable on demand.
During 2008, this same affiliate company advanced the Company $61,477 to
sustain operations. The total amount due to this related party at December 31,
2008 was $78,676. These advances are reflected as due to related party on the
accompanying balance sheet, are non-interest bearing and are payable on demand.
Our sole officer and director, Robert L. Cox, received 152,700 shares of
Common Stock in August 2007 as the result of a purchase of such shares from the
Estate of the former officer and director of the Company, Richard Smitten, who
passed away in September 2006. Mr. Cox also received 100,000 shares of Common
Stock directly from the Company in September 2007 for services rendered which
shares were valued at $392,927 or $0.039 per share based upon the per share
price of the shares of Common Stock he purchased from the estate of the former
officer in August 2007.
Mr. Cox, who is our sole officer and director and the controlling
shareholder of the Company, may be deemed to be a promoter of the Company.
See Note 8 - Subsequent Events, included in the attached Notes to the
Financial Statements regarding material transactions entered into with the
beneficial owner of five percent or more of our common stock, as of the filing
date of this Form 10-K.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The following table sets forth fees billed to us by our auditors, Salberg &
Company, P.A. during the fiscal years ended December 31, 2008 and 2007 for: (i)
services rendered for the audit of our annual financial statements and the
review of our quarterly financial statements, (ii) services by our auditor that
are reasonably related to the performance of the audit or review of our
financial statements and that are not reported as Audit Fees, (iii) services
rendered in connection with tax compliance, tax advice and tax planning, and
(iv) all other fees for services rendered.
(i) Audit Fees: 2008 = $ 9,300
2007 = $18,100
(ii) Audit Related Fees: None
(iii) Tax Fees: None
(iv) All Other Fees: None
AUDIT FEES. Consists of fees billed for professional services rendered for
the audit of our financial statements and review of the interim financial
statements included in quarterly reports and services that are normally provided
in connection with statutory and regulatory filings or engagements.
16
AUDIT-RELATED FEES. Consists of fees billed for assurance and related
services that are reasonably related to the performance of the audit or review
of our financial statements and are not reported under "Audit Fees."
TAX FEES. Consists of fees billed for professional services for tax
compliance, tax advice and tax planning.
ALL OTHER FEES. Consists of fees for products and services other than the
services reported above.
POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT
SERVICES OF INDEPENDENT AUDITORS
The Company currently does not have a designated Audit Committee, and
accordingly, the Company's Board of Directors' policy is to pre-approve all
audit and permissible non-audit services provided by the independent auditors.
These services may include audit services, audit-related services, and tax
services and other services. Pre-approval is generally provided for up to one
year and any pre-approval is detailed as to the particular service or category
of services and is generally subject to a specific budget. The independent
auditors and management are required to periodically report to the Company's
Board of Directors regarding the extent of services provided by the independent
auditors in accordance with this pre-approval, and the fees for the services
performed to date. The Board of Directors may also pre-approve particular
services on a case-by-case basis.
PART - IV
ITEM 15. EXHIBITS
(a) The following documents are filed herewith as exhibits or incorporated
by reference:
Exhibit No. Description
- ----------- -----------
31.1 Certification of the Chief Executive Officer and Chief Financial
Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of the Chief Executive Officer and Chief Financial
Officer pursuant to U.S.C. Section 1350 as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
17
SIGNATURES
In accordance with the Exchange Act, the registrant caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
DATAMILL MEDIA CORP.
(f/k/a SMITTEN PRESS: LOCAL LORE AND LEGENDS, INC.)
Date: October 26, 2010 /s/ Vincent Beatty
---------------------------------------------------
Vincent Beatty
Director, Chief Executive Officer and Chief
Financial Officer
18
DATAMILL MEDIA CORP.
(F/K/A SMITTEN PRESS: LOCAL LORE AND LEGENDS, INC.)
(A DEVELOPMENT STAGE COMPANY)
CONTENTS
Page
----
Report of Independent Registered Public Accounting Firm F-2
Balance Sheets at December 31, 2008 and 2007 F-3
Statements of Operations for the Years Ended December 31, 2008 and 2007,
and for the Period from June 1, 2003 (Inception) to December 31, 2008 F-4
Statement of Changes in Stockholders' Deficit for the Period from
June 1, 2003 (Inception) to December 31, 2008 F-5
Statements of Cash Flows for the Years Ended December 31, 2008 and 2007,
and for the Period from June 1, 2003 (Inception) to December 31, 2008 F-6
Notes to Financial Statements F-7
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors of:
DataMill Media Corp. (f/k/a Smitten Press: Local Lore and Legends, Inc.)
We have audited the accompanying balance sheets of DataMill Media Corp.
(f/k/a Smitten Press: Local Lore and Legends, Inc.) (a development stage
company) as of December 31, 2008 and 2007 and the related statements of
operations, changes in stockholders' deficit and cash flows for each of the two
years ended December 31, 2008 and for the period from June 1, 2003 (Inception)
to December 31, 2008. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of DataMill Media Corp. (f/k/a
Smitten Press: Local Lore and Legends, Inc.) (a development stage company) as of
December 31, 2008 and 2007, and the results of its operations, and its cash
flows for each of the two years in the period ended December 31, 2008 and for
the period from June 1, 2003 (Inception) to December 31, 2008, in conformity
with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 5, in the
accompanying financial statements, the Company has a net loss and net cash used
in operations of $84,466 and $61,477, respectively, in 2008 and a deficit
accumulated during development stage of $1,069,008 and stockholders' deficit of
$92,862 at December 31, 2008 and is a development stage company with no
revenues. These matters raise substantial doubt about the Company's ability to
continue as a going concern. Management's Plan in regards to these matters is
also described in Note 5. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ Salberg & Company, P.A.
- ------------------------------------
SALBERG & COMPANY, P.A.
Boca Raton, Florida
October 26, 2010
F-2
DATAMILL MEDIA CORP.
(f/k/a SMITTEN PRESS: LOCAL LORE AND LEGENDS, INC.)
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
December 31,
-----------------------------------
2008 2007
------------ ------------
ASSETS
CURRENT ASSETS:
Cash $ -- $ --
Prepaid expense -- --
------------ ------------
TOTAL CURRENT ASSETS -- --
------------ ------------
TOTAL ASSETS $ -- $ --
============ ============
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 14,186 $ 6,197
Due to related party 78,676 17,199
------------ ------------
TOTAL CURRENT LIABILITIES 92,862 23,396
------------ ------------
TOTAL LIABILITIES 92,862 23,396
------------ ------------
STOCKHOLDERS' DEFICIT
Preferred stock, $0.001 par value, 10,000,000 shares authorized,
none issued and outstanding -- --
Common stock, $0.001 par value, 150,000,000 shares authorized,
325,000 and 322,500 issued and outstanding
at December 31, 2008 and 2007, respectively 325 323
Additional paid-in capital 1,078,341 1,063,343
Accumulated deficit (102,520) (102,520)
Deficit accumulated during development stage (1,069,008) (984,542)
------------ ------------
TOTAL STOCKHOLDERS' DEFICIT (92,862) (23,396)
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ -- $ --
============ ============
See notes to financial statements
F-3
DATAMILL MEDIA CORP.
(f/k/a SMITTEN PRESS: LOCAL LORE AND LEGENDS, INC.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
For the Period
from June 1, 2003
For the Years Ended December 31, (Inception) to
------------------------------- December 31,
2008 2007 2008
------------ ------------ ------------
Revenues $ -- $ -- $ --
------------ ------------ ------------
Operating Expenses
Professional fees 66,729 43,405 159,237
General and administrative 2,737 25,851 75,597
Compensation - officer 15,000 397,927 830,427
------------ ------------ ------------
Total Operating Expenses 84,466 467,183 1,065,331
------------ ------------ ------------
Loss from Operations (84,466) (467,183) (1,065,331)
Other Expense:
Loss on foreign currency exchange -- (3,677) (3,677)
------------ ------------ ------------
Net Loss $ (84,466) $ (470,860) $ (1,069,008)
============ ============ ============
Net Loss per share - Basic and diluted $ (0.26) $ (1.90) $ (4.58)
============ ============ ============
Weighted Average Shares Outstanding
- Basic and diluted 324,377 247,705 256,030
============ ============ ============
See notes to financial statements
F-4
DATAMILL MEDIA CORP.
(f/k/a SMITTEN PRESS: LOCAL LORE AND LEGENDS, INC.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
For the Period from June 1, 2003 (Inception) to December 31, 2008
Deficit
Accumulated
Common Stock Additional During Total
-------------------- Paid-in Accumulated Development Stockholders'
Shares Par Value Capital Deficit Stage Deficit
------ --------- ------- ------- ----- -------
Balance, June 1, 2003 (Inception) 120,000 $ 120 $ 120,400 $(102,520) $ -- $ --
Common stock issued for book rights 102,500 103 (103) -- -- --
------- ----- ---------- --------- ----------- ---------
Balance, December 31, 2003 222,500 223 102,297 (102,520) -- --
Contributed officer services -- -- 100,000 -- -- 100,000
Contributed legal services -- -- 2,500 -- -- 2,500
Net loss for the year -- -- -- -- (106,211) (106,211)
------- ----- ---------- --------- ----------- ---------
Balance, December 31, 2004 222,500 223 204,797 (102,520) (106,211) (3,711)
Contributed legal services -- -- 7,500 -- -- 7,500
Net loss for the year -- -- -- -- (245,365) (245,365)
------- ----- ---------- --------- ----------- ---------
Balance, December 31, 2005 222,500 223 212,297 (102,520) (351,576) (241,576)
Contributed legal services -- -- 7,500 -- -- 7,500
Net loss for the year -- -- -- -- (162,106) (162,106)
------- ----- ---------- --------- ----------- ---------
Balance, December 31, 2006 222,500 223 219,797 (102,520) (513,682) (396,182)
Common stock issued for services 100,000 100 392,827 -- -- 392,927
Contributed legal services -- -- 5,000 -- -- 5,000
Contributed capital -- -- 445,719 -- -- 445,719
Net loss for the year -- -- -- -- (470,860) (470,860)
------- ----- ---------- --------- ----------- ---------
Balance, December 31, 2007 322,500 323 1,063,343 (102,520) (984,542) (23,396)
Contributed officer services -- -- 15,000 -- -- 15,000
Common stock issued for services 2,500 2 (2) -- -- --
Net loss for the year -- -- -- -- (84,466) (84,466)
------- ----- ---------- --------- ----------- ---------
Balance, December 31, 2008 325,000 $ 325 $1,078,341 $(102,520) $(1,069,008) $ (92,862)
======= ===== ========== ========= =========== =========
See notes to financial statements
F-5
DATAMILL MEDIA CORP.
(f/k/a SMITTEN PRESS: LOCAL LORE AND LEGENDS, INC.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
For the Period
from June 1, 2003
For the Years Ended December 31, (Inception) to
------------------------------- December 31,
2008 2007 2008
------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (84,466) $ (470,860) $ (1,069,008)
Adjustments to reconcile net loss
from operations to net cash used
in operating activities:
Contributed services 15,000 -- 115,000
Contributed legal services -- 5,000 22,500
Stock-based compensation -- 392,927 392,927
Changes in assets and liabilities:
Accounts payable and accrued expenses 7,989 41,567 87,567
Accrued compensation - officer -- 5,000 322,500
------------ ------------ ------------
NET CASH USED IN OPERATING ACTIVITIES (61,477) (26,366) (128,514)
------------ ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from related party loans and advances 61,477 23,734 128,514
------------ ------------ ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 61,477 23,734 128,514
------------ ------------ ------------
NET DECREASE IN CASH -- (2,632) --
CASH - beginning of period -- 2,632 --
------------ ------------ ------------
CASH - end of period $ -- $ -- $ --
============ ============ ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for:
Interest $ -- $ -- $ --
============ ============ ============
Income taxes $ -- $ -- $ --
============ ============ ============
NON-CASH INVESTING AND FINANCING ACTIVITIES
Reduction of liabilities reflected as
contributed capital $ -- $ 445,719 $ 445,719
============ ============ ============
See notes to financial statements
F-6
DATAMILL MEDIA CORP.
(f/k/a SMITTEN PRESS: LOCAL LORE AND LEGENDS, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2008 and 2007
NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(A) DESCRIPTION OF BUSINESS
Smitten Press: Local Lore and Legends, Inc. (the "Company") was
incorporated under the laws of Canada on January 15, 1990 under the name
Creemore Star Printing, Inc. The name was changed to Smitten Press: Local Lore
and Legends, Inc. on July 15, 2003. The Company was inactive until June 1, 2003
when it entered the development stage. The Company had planned to offer
magazines and books for sale. Given the continued delay in recovery in New
Orleans due to Hurricane Katrina and the death of the Company's founder and
president Mr. Richard Smitten in September 2006, the Company has determined that
proceeding with its initial business plan will not be viable. It began seeking
other alternatives to preserve stockholder value, including selling controlling
interest to a third party who would subsequently merge an operating business
into the company. On August 30, 2007 a change in control occurred (see below).
Activities during the development stage include development of a business plan,
obtaining and developing necessary rights to sell our products, developing a
website, and seeking a merger candidate.
On August 30, 2007, the Company's controlling shareholder, the Estate of
Richard Smitten, through its executor, Kelley Smitten, sold 152,700 restricted
shares of the Company's common stock held by the estate, which represented 68%
of the then outstanding common stock, in a private transaction, to Robert L. Cox
in exchange for cash consideration of $600,000 (the "Transaction"). As a result,
Robert L. Cox became the Company's controlling shareholder and new CEO. Robert
L. Cox did not engage in any loan transaction in connection with the
Transaction, and utilized his personal funds.
(B) BASIS OF PRESENTATION AND FOREIGN CURRENCY
The accompanying financial statements are presented under accounting
principles generally accepted in the United States of America and in United
States dollars.
Gains and losses resulting from foreign currency transactions are
recognized in operations of the period incurred.
(C) USE OF ESTIMATES
In preparing financial statements, management is required to make estimates
and assumptions that effect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and revenues and expenses during the periods presented. Actual
results may differ from these estimates.
Significant estimates in 2008 and 2007 include an estimate of the deferred
tax asset valuation allowance, shares issued for services, and valuation of
contributed services.
(D) CASH EQUIVALENTS
For the purpose of the cash flow statement, the Company considers all
highly liquid investments with original maturities of three months or less at
the time of purchase to be cash equivalents.
F-7
DATAMILL MEDIA CORP.
(f/k/a SMITTEN PRESS: LOCAL LORE AND LEGENDS, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2008 and 2007
NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
(E) WEBSITE DEVELOPMENT COSTS
In accordance with EITF Issue No. 00-2, the Company accounts for its
website in accordance with Statement of Position No. 98-1 "Accounting for the
Costs of Computer Software Developed or Obtained for Internal Use" "SOP 98-1".
SOP 98-1 requires the expensing of all costs of the preliminary project
stage and the training and application maintenance stage and the capitalization
of all internal or external direct costs incurred during the application
development stage. The Company amortizes the capitalized cost of software
developed or obtained for internal use over an estimated life of three years.
(F) STOCK-BASED COMPENSATION
On January 1, 2006, the Company implemented FASB ASC 718 (Statement of
Financial Accounting Standard 123 (revised 2004) ("SFAS 123(R)")), "Share-Based
Payment" which replaced SFAS 123 "Accounting for Stock-Based Compensation" and
superseded APB Opinion No. 25, "Accounting for Stock Issued to Employees." In
March 2005, the SEC issued Staff Accounting Bulletin No. 107 (SAB 107) regarding
its interpretation of SFAS 123R. SFAS 123(R) and related interpretations
requires the fair value of all stock-based employee compensation awarded to
employees to be recorded as an expense over the related requisite service
period. The statement also requires the recognition of compensation expense for
the fair value of any unvested stock option awards outstanding at the date of
adoption. The Company values any employee or non-employee stock based
compensation at fair value using the Black-Scholes Pricing Model. In adopting
SFAS 123(R), the Company used the modified prospective application ("MPA"). MPA
requires the Company to account for all new stock based compensation to
employees using fair value, and for any portion of awards prior to January 1,
2006 for which the requisite service has not been rendered and the options
remain outstanding as of January 1, 2006, the Company should recognize the
compensation cost for that portion of the award that the requisite service was
rendered on or after January 1, 2006. The fair value for these awards is
determined based on the grant-date. There was no accounting effect of
implementing SFAS 123R at January 1, 2006.
Prior to January 1, 2006 the Company accounted for stock options issued to
employees in accordance with the provisions of Accounting Principles Board
("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," and related
interpretations. As such, compensation cost is measured on the date of grant as
the excess of the current market price of the underlying stock over the exercise
price. Such compensation amounts are amortized over the respective vesting
periods of the option grant. The Company adopted the disclosure provisions of
SFAS No. 123 "Accounting for Stock-Based Compensation," and SFAS No. 148
"Accounting for Stock Based Compensation - Transition and Disclosure," which
permits entities to provide pro forma net income (loss) and pro forma earnings
(loss) per share disclosures for employee stock option grants as if the
fair-valued based method defined in SFAS No. 123 had been applied. The Company
accounted for stock options or warrants issued to non-employees for goods or
services in accordance with the fair value method of SFAS 123. Under this
method, the Company records an expense equal to the fair value of the options or
warrants issued. The fair value was computed using an options pricing model.
F-8
DATAMILL MEDIA CORP.
(f/k/a SMITTEN PRESS: LOCAL LORE AND LEGENDS, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2008 and 2007
NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
(G) PROMOTER CONTRIBUTION AND CONTRIBUTED SERVICES
The Company accounts for assets provided to the Company by promoters in
exchange for capital stock at the promoter's original cost basis. The value of
services provided to the Company by its officer was $15,000 in 2008 which was
recorded as contributed services. The value of services provided to the Company
by its outside attorney was $5,000 in 2007 and $7,500 in 2006 and 2005, which
was recorded as contributed legal services. In 2004, the Company recorded
$100,000 of contributed consulting services and $2,500 of contributed legal
services.
(H) REVENUE RECOGNITION
The Company intends on recognizing revenues in accordance with the guidance
in the Securities and Exchange Commission Staff Accounting Bulletin 104 (SAB No.
104). Revenue will be recognized when persuasive evidence of an arrangement
exists, as services are provided or when product is delivered, and when
collection of the fixed or determinable selling price is reasonably assured.
(I) INCOME TAXES
The Company accounts for income taxes under the Financial Accounting
Standards No. 109 "Accounting for Income Taxes" ("Statement 109"). Under
Statement 109, deferred tax assets and liabilities are recognized for the future
tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. Under Statement 109, the
effect on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period, which includes the enactment date.
In June 2006, the Financial Accounting Standards Board issued FASB
Interpretation No. 48 (FIN-48), Accounting for Uncertainty in Income Taxes--An
interpretation of FASB Statement No. 109. FIN-48 clarifies the accounting for
uncertainty in income taxes recognized in an entity's financial statements in
accordance with Statement of Financial Accounting Standards No.109, Accounting
for Income Taxes. This Interpretation prescribed a recognition threshold and
measurement attribute for the financial statement recognition and measurement of
a tax position taken or expected to be taken in a tax return. In addition,
FIN-48 provides guidance on derecognition, classification, interest and
penalties, accounting in interim periods, disclosure, and transition. The
Company adopted the provisions of FIN-48 and they had no impact on its financial
position, results of operations, and cash flows.
Based on its evaluation, the Company has concluded that there are no
significant uncertain tax positions requiring recognition in its financial
statements. The Company's evaluation was performed for the tax years ended
December 31, 2004 through December 31, 2008 for U.S. Federal Income Tax, for the
tax years ended December 31, 2004 through December 31, 2008 for the State of
Florida Corporate Income Tax, the years which remain subject to examination by
major tax jurisdictions as of December 31, 2008.
(J) COMPREHENSIVE INCOME (LOSS)
Comprehensive income (loss) includes net loss as currently reported by the
Company adjusted for other comprehensive income, net of comprehensive losses.
Other comprehensive income for the Company consists of unrealized gains and
losses related to the Company's foreign currency cumulative translation
adjustment. The comprehensive loss for the periods presented in the accompanying
financial statements was not material.
F-9
DATAMILL MEDIA CORP.
(f/k/a SMITTEN PRESS: LOCAL LORE AND LEGENDS, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2008 and 2007
NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
(K) FAIR VALUE OF FINANCIAL INSTRUMENTS
Statement of Financial Accounting Standards No. 107, "Disclosures about
Fair Value of Financial Instruments," requires disclosures of information about
the fair value of certain financial instruments for which it is practicable to
estimate the value. For purpose of this disclosure, the fair value of a
financial instrument is the amount at which the instrument could be exchanged in
a current transaction between willing parties, other than in a forced sale or
liquidation.
At December 31, 2008 the fair value of current liabilities approximated
book value.
(L) NEW ACCOUNTING PRONOUNCEMENTS
In July 2006, the Financial Accounting Standards Board (FASB) issued FASB
Interpretation No. 48 ("FIN 48"), Accounting for Uncertainty in Income Taxes,
which is an interpretation of SFAS No. 109, Accounting for Income Taxes. FIN 48
clarifies the accounting for income taxes by prescribing the minimum recognition
threshold a tax position is required to meet before being recognized in the
financial statements. FIN 48 also provides guidance on de-recognition,
measurement, classification, interest and penalties, accounting in interim
periods, disclosure and transition. In addition, FIN 48 clearly scopes out
income taxes from Financial Accounting Standards Board Statement No. 5,
Accounting for Contingencies. FIN 48 is effective for fiscal years beginning
after December 15, 2006.
In September 2006, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards ("SFAS") No. 157, "Fair Value
Measurements." SFAS No. 157 clarifies the principle that fair value should be
based on the assumptions market participants would use when pricing an asset or
liability and establishes a fair value hierarchy that prioritizes the
information used to develop those assumptions. Under the standard, fair value
measurements would be separately disclosed by level within the fair hierarchy.
SFAS No. 157 is effective for financial statements issued for fiscal years
beginning after November 15, 2007 and interim periods within those fiscal years,
with early adoption permitted. The Company does not expect the adoption of SFAS
No. 157 to have a material impact on its financial condition or results of its
operations.
In September 2006, the Securities and Exchange Commission issued Staff
Accounting Bulletin ("SAB") No. 108, "Considering the Effects of Prior Year
Misstatements When Quantifying Current Year Misstatements. "SAB No. 108 requires
analysis of misstatements using both an income statement (rollover) approach and
a balance sheet (iron curtain) approach in assessing materiality and provides a
one-time cumulative effect transition adjustment. SAB No. 108 is effective for
out 2006 annual financial statements. We are currently assessing the potential
impact that the adoption of SAB No. 108 will have on our financial statements.
The adoption of SAB No. 108 is not expected to have a material impact on the
financial statements.
In December 2006, FASB Staff Position No. EITF 00-19-2, "ACCOUNTING FOR
REGISTRATION PAYMENT ARRANGEMENTS," was issued. The FSP specifies that the
contingent obligation to make future payments or otherwise transfer
consideration under a registration payment arrangement, whether issued as a
separate agreement or included as a provision of a financial instrument or other
agreement, should be separately recognized and measured in accordance with SFAS
No. 5, "ACCOUNTING FOR CONTINGENCIES." The Company believes that its current
accounting is consistent with the FSP.
F-10
DATAMILL MEDIA CORP.
(f/k/a SMITTEN PRESS: LOCAL LORE AND LEGENDS, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2008 and 2007
NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
(L) NEW ACCOUNTING PRONOUNCEMENTS (CONTINUED)
In February 2007, the FASB issued SFAS No. 159, "THE FAIR VALUE OPTION FOR
FINANCIAL ASSETS AND FINANCIAL LIABILITIES, INCLUDING AN AMENDMENT OF FASB
STATEMENT NO. 115", under which entities will now be permitted to measure many
financial instruments and certain other assets and liabilities at fair value on
an instrument-by-instrument basis. This Statement 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 a fiscal year that begins on
or before November 15, 2007, provided the entity also elects to apply the
provisions of SFAS 157. The Company does not expect that this interpretation
will have a material impact on its financial position, results of operations, or
cash flows.
In May 2007, the FASB issued FASB Staff Position No. FIN 48-1, DEFINITION
OF SETTLEMENT IN FASB INTERPRETATION NO. 48 ("the FSP"). The FSP provides
guidance about how an enterprise should determine whether a tax position is
effectively settled for the purpose of recognizing previously unrecognized tax
benefits. Under the FSP, a tax position could be effectively settled on
completion of examination by a taxing authority if the entity does not intend to
appeal or litigate the result and it is remote that the taxing authority would
examine or re-examine the tax position. The Company does not expect that this
interpretation will have a material impact on its financial position, results of
operations, or cash flows.
In December 2007, the FASB issued FASB ASC 805 (FAS No. 141(R), "BUSINESS
COMBINATIONS," which replaces SFAS No. 141, " BUSINESS COMBINATIONS," which,
among other things, establishes principles and requirements for how an acquirer
entity recognizes and measures in its financial statements the identifiable
assets acquired, the liabilities assumed (including intangibles) and any
noncontrolling interests in the acquired entity. SFAS No. 141(R) 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. We are currently evaluating what impact our adoption of SFAS
No. 141(R) will have on our financial statements, since the impact of FASB ASC
805 on the Company's financial statements will be determined in part by the
nature and timing of any future acquisitions completed.
In December 2007, the FASB issued SFAS No. 160, "NONCONTROLLING INTERESTS
IN CONSOLIDATED FINANCIAL STATEMENTS, AN AMENDMENT OF ARB NO. 51." SFAS No. 160
amends ARB 51 to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. It also amends certain of ARB 51's consolidation procedures for
consistency with the requirements of SFAS No. 141(R). SFAS No. 160 is effective
for fiscal years, and interim periods within those fiscal years, beginning on or
after December 15, 2008. We are currently evaluating what impact our adoption of
SFAS No. 160 will have on our financial statements.
Other accounting standards that have been issued or proposed by the FASB or
other standards-setting bodies that do not require adoption until a future date
are not expected to have a material impact on the consolidated financial
statements upon adoption.
F-11
DATAMILL MEDIA CORP.
(f/k/a SMITTEN PRESS: LOCAL LORE AND LEGENDS, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2008 and 2007
NOTE 2 - RELATED PARTIES
Office space was and is provided on a month-to-month basis formerly by the
Company's CEO and currently by an affiliate for no charge, however, for all
periods presented, the value was not material.
A promoter contributed certain rights and inventory to the Company for
102,500 common shares in 2003. (See Note 3)
During each of the years ended December 31, 2007, 2006, 2005 and December
31, 2004, the Company received proceeds totaling $67,037 from the Company's
officer and former officer ($23,734, $22,573, $20,630 and $100, respectively)
for general and administrative expenses. Additionally, during 2007, a former
officer advanced cash to the company of $8,846. On August 30, 2007, in
connection with the sale of the Company's common stock in a private transaction
(See Note 1), this debt was settled. Accordingly, the Company reduced this debt
by $52,149 and reflected contributed capital of $52,149 by increasing paid-in
capital on the accompanying balance sheet.
Prior to August 30, 2007, the Company reflected accrued compensation -
officers of $322,500 due to the Company's former officers of $310,000 and
$12,500, respectively. In August 2007, in connection with the sale of certain
common shares of Company's common stock held by a majority stockholder, in a
private transaction (See Note 1), this accrued compensation was settled.
Accordingly, the Company reduced accrued compensation - officers by $322,500 and
reflected contributed capital of $322,500 by increasing paid-in capital on the
accompanying balance sheet.
During the year ended December 31, 2007 and 2006, in connection with legal
services provided by a former officer of the Company, the Company valued this
service at their fair market value and recorded compensation expense and
contributed capital of $5,000 and $7,500, respectively.
During the year ended December 31, 2007, an affiliate company related to
the Company's chief executive officer through common ownership, advanced funds
of $17,199 to the Company for working capital purposes. These advances are
reflected as due to related party on the accompanying balance sheet, are
non-interest bearing and are payable on demand.
During 2008, this same affiliate company advanced the Company $61,477 to
sustain operations. The total amount due to this related party at December 31,
2008 was $78,676. These advances are reflected as due to related party on the
accompanying balance sheet, are non-interest bearing and are payable on demand.
NOTE 3 - STOCKHOLDERS' DEFICIT
In June 2003, the Company issued 102,500 shares to R. L. Smitten who was
considered a promoter for perpetual exclusive rights to market local lore and
legend magazines. There was no net accounting effect of this transaction as the
original cost basis to the promoter was zero.
During 2004, compensation in the amount of $100,000 was recorded to
additional paid-in capital for services provided by the officer.
During 2004, legal expenses in the amount of $2,500 were recorded to
additional paid-in capital for legal services provided.
During 2005, legal expenses in the amount of $7,500 were recorded to
additional paid-in capital for legal services provided.
F-12
DATAMILL MEDIA CORP.
(f/k/a SMITTEN PRESS: LOCAL LORE AND LEGENDS, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2008 and 2007
NOTE 3 - STOCKHOLDERS' DEFICIT (CONTINUED)
During 2006, legal expenses in the amount of $7,500 were recorded to
additional paid-in capital for legal services provided.
During 2007, legal expenses in the amount of $5,000 were recorded to
additional paid-in capital for legal services provided.
On May 8, 2007, the Company filed Articles of Domestication and Articles of
Incorporation with the State of Nevada. The Company is now a Nevada corporation
with 10,000,000 shares of $0.001 par value preferred stock authorized and had
50,000,000 shares of $0.001 par value common stock authorized prior to the below
2010 increase (see Note 8). The effect of the re-domestication was to reclassify
$80,270 to additional paid-in capital from common stock for the change in par
value. All share and per share amounts have been retroactively reflected for the
change.
On August 30, 2007, in connection with the sale of the Company's common
stock in a private transaction (See Note 1), accounts payable amounting to
$73,381 was repaid and the former officer's estate retained the remaining cash
balance of $2,311. Accordingly, the Company reduced accounts payable by $73,381
and reduced cash by $2,311 and reflected a contributed capital of $71,070 by
increasing paid-in capital on the accompanying balance sheet.
On August 30, 2007, in connection with the sale of the Company's common
stock in a private transaction (See Note 1), amounts due to former officers of
the company of $52,149 and accrued compensation - officers of $322,500 was
settled. Accordingly, the Company reflected a contributed capital of $374,649 by
increasing paid-in capital on the accompanying balance sheet.
On September 30, 2007, the Company issued 100,000 shares of its common
stock to its chief executive officer for services rendered. The shares were
valued and expensed at $392,927 or $0.039 per share which was a contemporaneous
sale price in a private transaction where a former officer's estate sold a
portion of his common shares of the Company to the new officer (see Note 1).
During 2008, compensation in the amount of $15,000 was recorded as
additional paid-in capital for services provided by an officer of the Company.
In April 2008, the Company issued 2,500 shares of common stock for
services. The value of the shares issued was de minimis.
NOTE 4 - INCOME TAXES
There was no income tax expense for the years ended December 31, 2008 and
2007 due to the Company's net losses. The Company has established a 100%
valuation allowance against any deferred tax assets which primarily relate to
the Company's net operating loss carryforwards.
The Company's tax expense differs from the "expected" tax expense for
Federal income tax purposes for the years ended December 31, 2008 and 2007,
(computed by applying an estimated Corporate tax rate of 40% to loss before
taxes), as follows:
F-13
DATAMILL MEDIA CORP.
(f/k/a SMITTEN PRESS: LOCAL LORE AND LEGENDS, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2008 and 2007
NOTE 4 - INCOME TAXES (CONTINUED)
Years Ended December 31,
-------------------------------
2008 2007
---------- ----------
Computed "expected" tax benefit $ (33,786) $ (188,344)
Contributed services 6,000 2,000
Change in deferred tax asset valuation allowance 27,786 186,344
---------- ----------
$ -- $ --
========== ==========
The effects of temporary differences that gave rise to significant portions
of deferred tax assets and liabilities at December 31, 2008 and 2007 are as
follows:
Years Ended December 31,
-------------------------------
2008 2007
---------- ----------
Deferred tax assets:
Operating loss carryforward $ 413,611 $ 385,825
Total gross deferred tax assets 413,611 385,825
Less valuation allowance (413,611) (385,825)
---------- ----------
Net deferred tax assets $ -- $ --
========== ==========
The valuation allowance at December 31, 2007 was $385,825. The net change
in valuation allowance during the year ended December 31, 2008 was a increase of
$27,786. The Company has net operating losses of approximately $1,034,000 at
December 31, 2008 available to offset future net income through 2028.
The utilization of the net operating loss carryforwards is dependent upon
the ability of the Company to generate sufficient taxable income during the
carryforward period. The Company has had a change of ownership and change in
business as defined by the Internal Revenue Code Section 382. As a result, a
substantial annual limitation may be imposed upon the future utilization of its
net operating loss carryforwards.
Based on its evaluation, as described in Note 1, the Company has concluded
that there are no significant uncertain tax positions requiring recognition in
its financial statements. The Company's evaluation was performed for the tax
years ended December 31, 2004 through December 31, 2008 for both U.S. Federal
Income Tax and for the State of Florida Corporate Income Tax, the years which
remain subject to examination by the respective tax jurisdictions as of December
31, 2008.
F-14
DATAMILL MEDIA CORP.
(f/k/a SMITTEN PRESS: LOCAL LORE AND LEGENDS, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2008 and 2007
NOTE 5 - GOING CONCERN
As reflected in the accompanying financial statements, the Company has a
net loss and net cash used in operations of $84,466 and $61,477, respectively,
for the year ended December 31, 2008 and a deficit accumulated during
development stage of $1,069,008 and stockholders' deficit of $92,862 at December
31, 2008 and is a development stage company with no revenues. The ability of the
Company to continue as a going concern is dependent on the Company's ability to
further implement its business plan, raise capital, and generate revenues. The
Company had plans to locate an operating company to merge with or sell a
controlling interest to a third party who would subsequently merge an operating
business into the Company. The sale of a majority interest (approximately 68%)
occurred in August 2007 and now management intends to merge an operating entity
into the Company. Management believes that the actions presently being taken
provide the opportunity for the Company to continue as a going concern. The
financial statements do not include any adjustments that might be necessary if
the Company is unable to continue as a going concern.
NOTE 6 - CONCENTRATIONS
As discussed in Note 1, through the change in ownership of the Company,
from August 2007 through 2008, the Company was funded solely by funds advanced
through a commonly controlled affiliate, Simply Fit Holdings Group, Inc. Amounts
owed as of December 31, 2008 and 2007 were $78,676 and $17,199, respectively.
NOTE 7 - COMMITMENTS AND CONTINGENCIES
The Company is named as a defendant with others in a lawsuit filed June 24,
2008 in the Florida Southern District Court, Case No. 0:2008cv60953. The
plaintiff, a New York individual, alleges a RICO count against all of the
defendants. On September 14, 2009 a settlement agreement was reached with the
plaintiff on behalf of the Company. There was no accounting effect on the
Company as a result of the settlement.
NOTE 8 - SUBSEQUENT EVENTS
On September 14, 2009, the Company's controlling shareholder, Carl Feldman,
sold 202,700 restricted shares of the Company's common stock held in the name of
Mr. Feldman, which represented 62% of the then outstanding common stock, in a
private transaction, to Vincent Beatty in exchange for cash consideration of
$10,000 (the "Transaction"). As a result, Vincent Beatty became the Company's
controlling shareholder. Mr. Beatty engaged in a loan transaction in connection
with the Transaction.
On April 30, 2010, the holders of a majority of the shares of Common Stock
of the Registrant acting on written consent elected Vincent Beatty as Director
and President of the Company, and Robert Kwiecinski as Director and Secretary of
the Company, to serve in said positions until the next Meeting of Shareholders.
On April 30, 2010, our Board of Directors approved a change in name of the
Registrant to DataMill Media Corp. a reverse-split of our Common Stock on the
basis of one new share of Common Stock for each one hundred shares of Common
Stock held of record at the close of business on June 30, 2010 and an increase
in the number of authorized common stock from 50,000,000 shares to 150,000,000
shares. These corporate actions were ratified on April 30, 2010 by holders of a
majority of the shares of Common Stock of the Registrant acting on written
consent and the Amendment was filed with the State of Nevada on May 7, 2010. The
Registrant was notified by Financial Industry Regulatory Authority ("FINRA")
that the name and new symbol change of DATAMILL MEDIA CORP. "SPLID" became
effective on August 23, 2010. All share and per share data has been adjusted to
reflect the effect of the reverse-split.
On August 23, 2010, the Company issued 10,000,000 restricted shares of its
common stock to its chief executive officer, Vincent Beatty, for services
rendered. The shares were valued at $0.001 per share or $10,000.
F-15