UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarter ended March 31, 2010
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _____________ to _____________
Commission File Number: 000-51159
DATAMILL MEDIA CORP.
(Exact name of issuer as specified in charter)
Nevada 98-0427526
(State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
7731 S. Woodridge Drive
Parkland, FL
(Address of principal executive offices)
(954) 575-9177
(Issuer's telephone number, including area code)
Check whether the Issuer (1) has 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 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 at December 21,
2010
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
DATAMILL MEDIA CORP.
(f/k/a SMITTEN PRESS: LOCAL LORE AND LEGENDS, INC.)
FORM 10-Q
QUARTERLY PERIOD ENDED MARCH 31, 2010
INDEX
Page
----
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements 4
Balance Sheets as of March 31, 2010 (Unaudited) and December 31, 2009 4
Statements of Operations for the Three Months Ended March 31, 2010
and 2009, and for the Period from June 1, 2003 (Inception) to
March 31, 2010 (Unaudited) 5
Statement of Changes in Stockholder's Deficit for the Period from
June 1, 2003 (Inception) to March 31, 2010 (Unaudited) 6
Statements of Cash Flows for the Three Months Ended March 31, 2010
and 2009, and for the Period from June 1, 2003 (Inception) to
March 31, 2010 (Unaudited) 7
Notes to Financial Statements as of March 31, 2010 (Unaudited) 8
Item 2. Management's Discussion and Analysis of Financial Condition
and Plan of Development Stage Activities 11
Item 4. Controls and Procedures 12
Item 4T. Controls and Procedures 13
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 14
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 14
Item 3. Default Upon Senior Securities 14
Item 4. Removed and Reserved 14
Item 5. Other Information 14
Item 6. Exhibits 14
2
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
Certain statements in this quarterly report contain or may contain
forward-looking statements that are subject to known and unknown risks,
uncertainties and other factors which may cause actual results, performance or
achievements to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. These
forward-looking statements were based on various factors and were derived
utilizing numerous assumptions and other factors that could cause our actual
results to differ materially from those in the forward-looking statements. These
factors include, but are not limited to, our ability to increase our revenues,
develop our brands, implement our strategic initiatives, economic, political and
market conditions and fluctuations, government and industry regulation, U.S. and
global competition, and other factors. Most of these factors are difficult to
predict accurately and are generally beyond our control.
You should consider the areas of risk described in connection with any
forward-looking statements that may be made in our annual report as filed with
the SEC. Readers are cautioned not to place undue reliance on these
forward-looking statements and readers should carefully review this quarterly
report in its entirety, except for our ongoing obligations to disclose material
information under the Federal securities laws, we undertake no obligation to
release publicly any revisions to any forward-looking statements, to report
events or to report the occurrence of unanticipated events. These
forward-looking statements speak only as of the date of this quarterly report,
and you should not rely on these statements without also considering the risks
and uncertainties associated with these statements and our business. When used
in this quarterly report, the terms the "Company," "we," and "us" refers to
Datamill Media Corp. (f.k.a. Smitten Press: Local Lore and Legends, Inc.)
3
DATAMILL MEDIA CORP.
(f/k/a SMITTEN PRESS: LOCAL LORE AND LEGENDS, INC.)
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
March 31, 2010 December 31, 2009
-------------- -----------------
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash $ -- $ --
Prepaid expense -- --
----------- -----------
TOTAL CURRENT ASSETS -- --
----------- -----------
TOTAL ASSETS $ -- $ --
=========== ===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 4,780 $ 14,724
Due to related party - officer 18,985 --
Due to related party 78,676 78,676
----------- -----------
TOTAL CURRENT LIABILITIES 102,441 93,400
----------- -----------
TOTAL LIABILITIES 102,441 93,400
----------- -----------
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 issued and outstanding at March 31, 2010 and
December 31, 2009, respectively 325 325
Additional paid-in capital 1,078,341 1,078,341
Accumulated deficit (102,520) (102,520)
Deficit accumulated during development stage (1,078,587) (1,069,546)
----------- -----------
TOTAL STOCKHOLDERS' DEFICIT (102,441) (93,400)
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ -- $ --
=========== ===========
See unaudited notes to financial statements
4
DATAMILL MEDIA CORP.
(f/k/a SMITTEN PRESS: LOCAL LORE AND LEGENDS, INC.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(Unaudited)
For the Period from
June 1, 2003
For the Three Months Ended March 31, (Inception) to
----------------------------------- March 31,
2010 2009 2010
------------ ------------ ------------
Revenues $ -- $ -- $ --
------------ ------------ ------------
OPERATING EXPENSES
Professional fees 9,041 -- 168,348
General and administrative -- 500 76,135
Compensation - officer -- -- 830,427
------------ ------------ ------------
Total Operating Expenses 9,041 500 1,074,910
------------ ------------ ------------
Loss from Operations (9,041) (500) (1,074,910)
OTHER EXPENSE:
Loss on foreign currency exchange -- -- (3,677)
------------ ------------ ------------
Net Loss $ (9,041) $ (500) $ (1,078,587)
============ ============ ============
Net Loss per share - Basic and diluted $ (0.03) $ (0.00) $ (4.16)
============ ============ ============
Weighted Average Shares Outstanding
- Basic and diluted 325,000 325,000 259,291
============ ============ ============
See unaudited notes to financial statements
5
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 March 31, 2010
(Unaudited)
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)
Shares 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
Issuance of 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)
Net loss for the year -- -- -- -- (538) (538)
------- ----- ---------- --------- ----------- ---------
Balance, December 31, 2009 325,000 325 1,078,341 (102,520) (1,069,546) (93,400)
------- ----- ---------- --------- ----------- ---------
Net loss for the three months ended
March 31, 2010 -- -- -- -- (9,041) (9,041)
------- ----- ---------- --------- ----------- ---------
Balance, March 31, 2010 325,000 $ 325 $1,078,341 $(102,520) $(1,078,587) $(102,441)
======= ===== ========== ========= =========== =========
See unaudited notes to financial statements
6
DATAMILL MEDIA CORP.
(f/k/a SMITTEN PRESS: LOCAL LORE AND LEGENDS, INC.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(Unaudited)
For the Period from
June 1, 2003
For the Three Months Ended March 31, (Inception) to
----------------------------------- March 31,
2010 2009 2010
---------- ---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (9,041) $ (500) $(1,078,587)
Adjustments to reconcile net loss from operations
to net cash used in operating activities:
Contributed services -- -- 115,000
Contributed legal services -- -- 22,500
Stock-based compensation -- -- 392,927
Changes in assets and liabilities:
Accounts payable and accrued expenses (9,944) 500 78,161
Accrued compensation - officer -- -- 322,500
---------- ---------- -----------
NET CASH USED IN OPERATING ACTIVITIES (18,985) -- (147,499)
---------- ---------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from related party loans and advances 18,985 -- 147,499
---------- ---------- -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 18,985 -- 147,499
---------- ---------- -----------
NET CHANGE IN CASH -- -- --
CASH - beginning of period -- -- --
---------- ---------- -----------
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
========== ========== ===========
See unaudited notes to financial statements
7
DATAMILL MEDIA CORP.
(f/k/a SMITTEN PRESS: LOCAL LORE AND LEGENDS, INC.)
(A DEVELOPMENT STAGE COMPANY)
Notes to Financial Statements
March 31, 2010
(Unaudited)
NOTE 1 - NATURE OF BUSINESS, BASIS OF PRESENTATION 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 a 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.
On September 14, 2009, the Company's then controlling shareholder, Carl Feldman
(who obtained his controlling interest from Robert Cox in June of 2008 in a
private transaction), 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 above mentioned stock purchase.
(B) BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
and in conformity with the instructions to Form 10-Q and Article 8-03 of
Regulation S-X and the related rules and regulations of the Securities and
Exchange Commission (the "SEC"). Accordingly, they do not include all of the
information and footnotes required by accounting principles generally accepted
in the United States of America for complete financial statements. In the
opinion of management, the disclosures included in these financial statements
are adequate to make the information presented not misleading.
The unaudited financial statements included in this document have been prepared
on the same basis as the annual consolidated financial statements and in
management's opinion, reflect all adjustments, including normal recurring
adjustments, necessary to present fairly the Company's financial position,
results of operations and cash flows for the interim periods presented. The
unaudited financial statements should be read in conjunction with the audited
financial statements and the notes thereto for the year ended December 31, 2009
included in the Company's Annual Report on Form 10-K. The results of operations
for the three months ended March 31, 2010 are not necessarily indicative of the
results that the Company will have for any subsequent quarter or full fiscal
year.
As of March 31, 2010, the Company's significant accounting policies and
estimates, which are detailed in the Company's Annual Report on Form 10-K for
the year ended December 31, 2009, have not changed materially.
8
DATAMILL MEDIA CORP.
(f/k/a SMITTEN PRESS: LOCAL LORE AND LEGENDS, INC.)
(A DEVELOPMENT STAGE COMPANY)
Notes to Financial Statements
March 31, 2010
(Unaudited)
NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
(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 2010 include an estimate of the deferred tax asset
valuation allowance.
NOTE 2 - GOING CONCERN
As reflected in the accompanying financial statements, the Company had a net
loss and net cash used in operations of $9,041 and $18,985, respectively, for
the three months ended March 31, 2010, a deficit accumulated during development
stage of $1,078,587, stockholders' deficiency of $102,441 at March 31, 2010 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
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. 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 3 - RELATED PARTIES
Office space is provided on a month-to-month basis by our CEO for no charge,
however, for all periods presented, the value was not material.
During the three months ended March 31, 2010, the individual elected as
President of the Company on April 30, 2010, advanced funds of $18,985 to the
Company for working capital purposes. These advances are reflected as due to
related party - officer on the accompanying balance sheet and are in the process
of being formalized.
The value of the officer services performed during the three months ended march
31, 2010 were determined to be de minimis.
During the fiscal years ended December 31, 2008 and 2007, a company related to
the Company's prior Chief Executive Officer through common ownership, advanced
funds of $78,676 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.
9
DATAMILL MEDIA CORP.
(f/k/a SMITTEN PRESS: LOCAL LORE AND LEGENDS, INC.)
(A DEVELOPMENT STAGE COMPANY)
Notes to Financial Statements
March 31, 2010
(Unaudited)
NOTE 4 - STOCKHOLDERS' DEFICIENCY
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 5). 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.
NOTE 5 - SUBSEQUENT EVENTS
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 for services rendered. The shares
were valued at $0.001 per share or $10,000 and expensed immediately as
compensation.
On December 22, 2010, the Company received a Demand Letter from Cort Poyner, an
individual, for payment in the amount of $78,676 which is a liability disclosed
in the financial statements, but payable to Simply Fit Holdings Group, Inc., a
defunct company. The Company believes the claim by Cort Poyner is without merit.
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF
DEVELOPMENT STAGE ACTIVITIES
FORWARD-LOOKING STATEMENTS
The following discussion and analysis is provided to increase the understanding
of, and should be read in conjunction with, the Financial Statements of the
Company and Notes thereto included elsewhere in this Report. Historical results
and percentage relationships among any amounts in these financial statements are
not necessarily indicative of trends in operating results for any future period.
The statements, which are not historical facts contained in this Report,
including this Plan of Operations, and Notes to the Financial Statements,
constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements are based on currently
available operating, financial and competitive information, and are subject to
various risks and uncertainties. Future events and the Company's actual results
may differ materially from the results reflected in these forward-looking
statements. Factors that might cause such a difference include, but are not
limited to, dependence on existing and future key strategic and strategic
end-user customers, limited ability to establish new strategic relationships,
ability to sustain and manage growth, variability of operating results, the
Company's expansion and development of new service lines, marketing and other
business development initiatives, the commencement of new engagements,
competition in the industry, general economic conditions, dependence on key
personnel, the ability to attract, hire and retain personnel who possess the
technical skills and experience necessary to meet the service requirements of
its clients, the potential liability with respect to actions taken by its
existing and past employees, risks associated with international sales, and
other risks described herein and in the Company's other SEC filings.
The safe harbors of forward-looking statements provided by Section 21E of the
Exchange Act are unavailable to issuers of penny stock. As we issued securities
at a price below $5.00 per share, our shares are considered penny stock and such
safe harbors set forth under the Reform Act are unavailable to us.
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 OPERATIONS
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.
11
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.
RESULTS OF DEVELOPMENT STAGE ACTIVITIES
THREE MONTHS ENDED MARCH 31, 2010 COMPARED TO THREE MONTHS ENDED MARCH 31, 2009
The Company has not had any revenue since its inception on June 1, 2003.
The Company reported a net loss from operations of $9,041 ($0.03 per share) for
the three months ended March 31, 2010 compared with a loss from operations of
$500 ($0.00 per share) for the three months ended March 31, 2009. Operating
expenses for the three months ended March 31, 2010 consisted of professional
fees and operating expenses for the three months ended March 31, 2009 consisted
of transfer agency fees.
LIQUIDITY AND CAPITAL RESOURCES
As reflected in the accompanying financial statements, the Company had a net
loss and net cash used in operations of $9,041 and $18,985, respectively, for
the three months ended March 31, 2010, a deficit accumulated during development
stage of $1,078,587, stockholders' deficiency of $102,441 at March 31, 2010 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
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. 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.
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
March 31, 2010, we had no available cash and are unable 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, estimated
to be less than $3,000 per quarter for 10-Q quarterly filings and $7,500 per
10-K annual filing. 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 year ended December 31, 2009 that
there is substantial doubt about our ability to continue as a going concern over
the next twelve months from December 31, 2009. Our poor financial condition
could inhibit our ability to achieve our business plan.
ITEM 4. CONTROLS AND PROCEDURES
Not applicable to smaller reporting companies
12
ITEM 4T. CONTROLS AND PROCEDURES
DISCLOSURE CONTROLS
We carried out an evaluation required by Rule 13a-15 or Rule 15d-15 of the
Securities Exchange Act of 1934 (the "Exchange Act") under the supervision and
with the participation of our management, including our Principal Executive
Officer and Principal Financial Officer, of the effectiveness of the design and
operation of our disclosure controls and procedures.
Disclosure controls and procedures are designed with the objective of ensuring
that (i) information required to be disclosed in an issuer's reports filed under
the Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SEC rules and forms and (ii) information is accumulated
and communicated to management, including our Principal Executive Officer and
Principal Financial Officer, as appropriate to allow timely decisions regarding
required disclosures.
The evaluation of our disclosure controls and procedures included a review of
our objectives and processes and effect on the information generated for use in
this Report. This type of evaluation is done quarterly so that the conclusions
concerning the effectiveness of these controls can be reported in our periodic
reports filed with the SEC. We intend to maintain these controls as processes
that may be appropriately modified as circumstances warrant.
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.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
During the three months ended March 31, 2010, the Company made no changes in the
control procedures related to financial reporting.
13
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On December 22, 2010, the Company received a Demand Letter from Cort Poyner, an
individual, for payment in the amount of $78,676 which is a liability disclosed
in the financial statements, but payable to Simply Fit Holdings Group, Inc., a
defunct company. The Company believes the claim by Cort Poyner is without merit.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. REMOVED AND RESERVED
None
ITEM 5. OTHER INFORMATION
On May 8, 2007, we filed Articles of Domestication and Articles of Incorporation
with the State of Nevada. Prior to our reverse stock split, we were a Nevada
corporation with 10,000,000 shares of $0.001 par value preferred stock
authorized and 50,000,000 shares of $0.001 par value common stock authorized.
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.
ITEM 6. EXHIBITS
Exhibit Number, Name and/or Identification of Exhibit.
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
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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: December 23, 2010 /s/ Vincent Beatty
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Vincent Beatty
Director, Chief Executive Officer
and Chief Financial Officer
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