Item 1. Business
Background
IN Media Corporation (the "Company") is a Nevada corporation incorporated on March 5, 2007 as Tres Estrellas Enterprises, Inc. (“Tres Estrellas”). Effective February 3, 2010, we changed our name to IN Media Corporation. On October 30, 2009 (the “Acquisition Date”), we executed an agreement between IN Media Corporation ("IN Media") and Tres Estrellas whereby IN Media shareholders acquired shares of the Company's common stock, and in return we received all the issued and outstanding stock of IN Media, and IN Media was merged into Tres Estrellas. Upon consummation of the merger, we adopted the business plan of IN Media. Accordingly, the consolidated statements of operations include the results of operations of IN Media from its inception on October 27, 2008 and the results of operations of Tres Estrellas from the Acquisition Date through December 31, 2014.
Our fiscal year end is December 31.
Business
With our registered office in Reno, Nevada, and principal executive office in Los Altos, CA, we were a development stage company positioned to exploit the emerging market for Internet Protocol Television (“IPTV”) services for cable, satellite, internet, telephony and mobile markets. IPTV delivers video content from public domain and premium content sources over the internet to consumer display devices ranging from large screen TVs in the home, to mobile display devices such as the I-Phone or I-Pad. Our goal was to become a provider of IPTV implementation systems through the design and delivery of a combination of hardware, software, manufacturing and content services at competitive prices. We offeed our customers fully integrated plug-and-play solutions comprising hardware devices, operating software, and access to a library of video content. We were offering a choice of three hardware devices, IPTV Set Top Box(IPSTB), Tablet PC , and Premium Video content:
Previously, we planned to build our business by focusing on outsourcing to an experienced and well established third party provider to reduce the risk of product development problems and delays, market and employee acquisition, and up-front cash flow. This provider, Numerity Corporation, is owned and controlled by Mr. Karnick, one of our shareholders, former director and CEO, and provided contract executive, administration and business development services (the “Service Agreement”) to us on terms approved by the Board of Directors. Numerity billed us for the actual cost of any goods or services requested by us and provided wholly, exclusively and necessarily for our benefit.
Additionally, in November 2008, we licensed our engineering technology, IP, and set top box designs (the “Licensing and Maintenance Agreement”) from Numerity and committed to pay maintenance and royalties of $415,000 per annum. On July 1, 2010, we agreed to amend that licensing agreement to provide a deferral of any further maintenance dues, and an extension of credit until three months after first commercial shipment. One of our shareholders, Guifeng Qui, who owns approximately 13 million shares of restricted common stock, has a controlling interest in the Chinese distributor who we had appointed to represent us in developing our business in China.
During the third quarter, 2013, Numerity, through Nitin Karnik, conducted a six week tour covering target markets in India, China, Indonesia and Malaysia, building relationships with prospective distribution channels, and evaluating the current state of demand for our products. We recognize that in spite of our best efforts, we have not been successful in generating sales revenue to date, and as a result of feedback gained on that trip, and from trade channels we concluded that the business plan was not viable and, in the fourth quarter of 2014, we abandoned the business plan. On October 22, 2014 Mr. Karnik resigned as Chief Executive Officer, Chief Financial Officer and director and was replaced in these capacities by Mr. Howard J. Hayes. On October 21, 2014 Mr. Fred Wilson retired as a director and was replaced by Mr. Michael Harper.
During the fourth quarter ended December 31, 2014, our management has been analyzing the various alternatives available to our company to ensure our survival and to preserve our shareholder's investment in our common shares. This analysis has included sourcing additional forms of financing to continue our business as is, or mergers and/or acquisitions. At this stage in our operations, we believe either course is acceptable, as our operations have not been profitable and our future prospects for our business are not good without further financing.
We are focusing our preliminary merger/acquisition activities on potential business opportunities with established business entities for the merger of a target business with our company. In certain instances, a target business may wish to become a subsidiary of our company or may wish to contribute assets to our company rather than merge. We anticipate that any new acquisition or business opportunities by our company will require additional financing. There can be no assurance, however, that we will be able to acquire the financing necessary to enable us to pursue our plan of operation. If our company requires additional financing and we are unable to acquire such funds, our business may fail.
In implementing a structure for a particular business acquisition or opportunity, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. We may also acquire stock or assets of an existing business. Upon the consummation of a transaction, it is likely that our present management will no longer be in control of our company and our existing business will close down. In addition, it is likely that our officers and directors will, as part of the terms of the acquisition transaction, resign and be replaced by one or more new officers and directors.
We anticipate that the selection of a business opportunity in which to participate will be complex and without certainty of success. Management believes that there are numerous firms in various industries seeking the perceived benefits of being a publicly registered corporation. Business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.
We may seek a business opportunity with entities that have recently commenced operations, or entities who wish to utilize the public marketplace in order to raise additional capital in order to expand business development activities, to develop a new product or service, or for other corporate purposes. We may acquire assets and establish wholly-owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.
At this stage, we can provide no assurance that we will be able to locate compatible business opportunities, what additional financing we will require to complete a combination or merger with another business opportunity or whether the opportunity's operations will be profitable.
If we are unable to secure adequate capital to continue our business or alternatively, complete a merger or acquisition, our shareholders will lose some or all of their investment and our business will likely fail.
Other than as set out herein, we have not entered into any formal written agreements for a business combination or opportunity. If any such agreement is reached, we intend to disclose such an agreement by filing a current report on Form 8-K with the Securities and Exchange Commission.
Hip Appeal Inc
On October 28, 2014, the Company filed a Form 8-K announcing that it had signed a non-binding Letter of Intent with Hip Appeal Inc., an apparel company that caters to the fashion conscience, active, on-the-go female. This Letter of Intent provides that the Company will issue forty million (40,000,000) shares of common stock to Mr. Howard Hayes, our director and CEO, for 100 percent of the outstanding shares of Hip Appeal. This transaction will not close until the closing condition, requiring the shareholders of the Company to approve increasing the authorized shares of the Company sufficiently to, at the least, allow for such issuance.
Hip Appeal Inc. located in Carlsbad, California, created and sells a practical, but modernly fashionable, more Hip more Appealing version of the fanny pack that is comfortable, stylish and yet not embarrassing to those who wear it for support, storage and security.
THERE CAN BE NO ASSURANCES THAT NEGOTIATIONS WITH ANY PROSPECTIVE BUSINESS, INCLUDING BUT NOT LIMITED TO THE ENTITIES DISCUSSED ABOVE, WILL RESULT IN A MERGER WITH OUR COMPANY OR THAT SUCH MERGER WILL RESULT IN PROFITABILITY.
Employees
We have no employees and previously outsourced our requirements through Numerity.
Where You Can Find More Information
We will make available free of charge any of our filings as soon as reasonably practicable after we electronically file these materials with, or otherwise furnish them to, the Securities and Exchange Commission (“SEC”). We are not including the information contained in our website as part of, or incorporating it by reference into, this report on Form 10-K.
The public may read and copy any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20002. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at (http://www.sec.gov).
RISK FACTORS
The risk factors required pursuant to Regulation S-K, Item 503(c) are not required for smaller reporting companies. Accordingly, the Company has determined to provide particular risk factors at this time. The risks and uncertainties described below are not the only ones facing us. Other events that we do not currently anticipate or that we currently deem immaterial also may affect our results of operations and financial condition. If any events described in the risk factors actually occur, our business, operating results, prospects and financial condition could be materially harmed. In connection with the forward looking statements that appear elsewhere in this annual report, you should also carefully review the cautionary statement referred to under “Cautionary Statement Regarding Forward Looking Statements.”
SHOULD ONE OR MORE OF THE FOREGOING RISKS OR UNCERTAINTIES MATERIALIZE, OR SHOULD THE UNDERLYING ASSUMPTIONS OF OUR BUSINESS PROVE INCORRECT, ACTUAL RESULTS MAY DIFFER SIGNIFICANTLY FROM THOSE ANTICIPATED, BELIEVED, ESTIMATED, EXPECTED, INTENDED OR PLANNED.
MINIMAL OPERATING HISTORY AND NO REVENUE MEANS THAT IT IS DIFFICULT TO DETERMINE WHEN, IF AT ALL, WE WILL EVER BE PROFITABLE, AND PROVIDE A RETURN TO INVESTORS.
We have had a minimal operating history and have subsequently generated no revenues or earnings from operations. We have no significant assets or financial resources. We will, in all likelihood, sustain operating expenses without corresponding revenues. This will result in us incurring a net operating loss which will increase continuously until we can generate sufficient revenue. There is no assurance that we can generate or sustain profitable operations.
THE REPORT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM CONTAINS EXPLANATORY LANGUAGE THAT SUBSTANTIAL DOUBT EXISTS ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN
The independent auditor’s report on our financial statements contains explanatory language that substantial doubt exists about our ability to continue as a going concern, specifically in Note 2 to the financial statements. The report states that we had accumulated a loss from operations of $3.9 million and have earned no revenues since inception, and our current assets are only $100. If we are unable to obtain sufficient financing in the near term or achieve profitability through merger with an operating entity, then we would, in all likelihood, experience severe liquidity problems and may have to curtail our operations. If we curtail our operations, we may be placed into bankruptcy or undergo liquidation, the result of which will adversely affect the value of our common shares.
THE REGULATION OF PENNY STOCKS BY SEC AND FINRA (FINANCIAL INDUSTRY REGULATORY AUTHORITY, INC.) MAY DISCOURAGE THE TRADABILITY OF THE COMPANY'S SECURITIES AND THEREBY MAKE IT HARD FOR INVESTORS TO SELL THEIR SHARES AT THE TIME AND PRICES THEY MIGHT OTHERWISE EXPECT.
We are a "penny stock" company. We are subject to a Securities and Exchange Commission rule that imposes special sales practice requirements upon broker-dealers who sell such securities to persons other than established customers or accredited investors. For purposes of the rule, the phrase "accredited investors" means, in general terms, institutions with assets in excess of $5,000,000, or individuals having a net worth in excess of $1,000,000 or having an annual income that exceeds $200,000 (or that, when combined with a spouse's income, exceeds $300,000). For transactions covered by the rule, the broker-dealer must make a special suitability determination of the purchaser and receive the purchaser's written agreement to the transaction prior to the sale. Effectively, this discourages broker-dealers from executing trades in penny stocks. Consequently, the rule will affect the ability of purchasers in this offering to sell their securities in any market that might develop, because it imposes additional regulatory burdens on penny stock transactions.
In addition, the Securities and Exchange Commission has adopted a number of rules to regulate "penny stocks". Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, and 15g-9 under the Securities and Exchange Act of 1934, as amended. Because our securities constitute "penny stocks" within the meaning of the rules, the rules would apply to us and to our securities. The rules will further affect the ability of owners of shares to sell their securities in a market that might develop for them because it imposes additional regulatory burdens on penny stock transactions.
Shareholders should be aware that, according to the Securities and Exchange Commission Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) "boiler room" practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (iv) excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, leaving investors with losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to the Company's securities.
FINRA SALES PRACTICE REQUIREMENTS MAY LIMIT A SHAREHOLDER’S ABILITY TO BUY AND SELL OUR COMMON SHARES.
In addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common shares, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.
WE ARE A "SHELL" COMPANY AND OUR SHARES WILL BE SUBJECT TO RESTRICTIONS ON RESALE.
As we currently have nominal operations and our assets consist of cash, and/or cash equivalents, we will be deemed to be a "shell company" as defined in Rule 12b-2 of the Securities Exchange Act of 1934. Accordingly, until we are no longer a "shell company, and we will file a Form 10 level disclosure, and continue to be a reporting company pursuant to the Securities Exchange Act of 1934, as amended, and for twelve months, shareholders holding restricted, non-registered shares will not be able to use the exemptions provided under Rule 144 for the resale of their shares of common stock. Preclusion from any prospective investor using the exemptions provided by Rule 144 may be more difficult for us to sell equity securities or equity-related securities in the future to investors that require a shorter period before liquidity or may require us to expend limited funds to register their shares for resale in a future prospectus.
FUTURE ISSUANCES OF SHARES FOR VARIOUS CONSIDERATIONS INCLUDING WORKING CAPITAL AND OPERATING EXPENSES WILL INCREASE THE NUMBER OF SHARES OUTSTANDING WHICH WILL DILUTE EXISTING INVESTORS AND MAY HAVE A DEPRESSIVE EFFECT ON THE COMPANY'S STOCK PRICE.
There may be substantial dilution to our shareholders purchasing in future offerings as a result of future decisions of the Board to issue shares without shareholder approval for cash, services, payment of debt or acquisitions.
THERE MAY IN ALL LIKLIHOOD BE LITTLE DEMAND FOR SHARES OF OUR COMMON STOCK AND AS A RESULT INVESTORS MAY BE UNABLE TO SELL AT OR NEAR ASK PRICES OR AT ALL IF THEY NEED TO LIQUIDATE THEIR INVESTMENT.
There may be little demand for shares of our common stock on the OTC Bulletin Board, or OTC Markets.com, meaning that the number of persons interested in purchasing our common shares at or near ask prices at any given time may be relatively small or non-existent. This situation is attributable to a number of factors, including the fact that it is a small company which is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if the Company came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven, early stage company such as ours or purchase or recommend the purchase of any of our Securities until such time as it became more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in the Company's securities is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on the securities price. We cannot give investors any assurance that a broader or more active public trading market for the Company's common securities will develop or be sustained, or that any trading levels will be sustained. Due to these conditions, we can give investors no assurance that they will be able to sell their shares at or near ask prices or at all if they need money or otherwise desire to liquidate their securities of the Company.
FAILURE TO ACHIEVE AND MAINTAIN EFFECTIVE INTERNAL CONTROLS IN ACCORDANCE WITH SECTION 404 OF THE SARBANES-OXLEY ACT COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS AND OPERATING RESULTS.
It is time consuming, difficult and costly for us to develop and maintain the internal controls, processes and reporting procedures required by the Sarbanes-Oxley Act, and as our business develops, we may need to hire additional financial reporting, internal auditing and other finance staff in order to remain compliant. The cost of compliance will adversely affect our financial results, while, if we are unable to comply, we may not be able to obtain the independent accountant certifications that the Sarbanes-Oxley Act requires of publicly traded companies.
If we fail to comply in a timely manner with the requirements of Section 404 of the Sarbanes-Oxley Act regarding internal control over financial reporting or to remedy any material weaknesses in our internal controls that we may identify, such failure could result in material misstatements in our financial statements, cause investors to lose confidence in our reported financial information and have a negative effect on the trading price of our common stock.
Pursuant to Section 404 of the Sarbanes-Oxley Act and current SEC regulations, we are required to prepare assessments regarding internal controls over financial reporting and furnish a report by our management on our internal control over financial reporting. Failure to achieve and maintain an effective internal control environment or complete our Section 404 certifications could have a material adverse effect on our stock price.
In addition, in connection with our on-going assessment of the effectiveness of our internal control over financial reporting, we may discover “material weaknesses” in our internal controls as defined in standards established by the Public Company Accounting Oversight Board, or the PCAOB. A material weakness is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. The PCAOB defines “significant deficiency” as a deficiency that results in more than a remote likelihood that a misstatement of the financial statements that is more than inconsequential will not be prevented or detected.
In the event that a material weakness is identified, upon receiving sufficient financing or generating sufficient revenues, we will employ qualified personnel and adopt and implement policies and procedures to address any such material weaknesses. However, the process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company. We cannot assure you that the measures we will take will remediate any material weaknesses that we may identify or that we will implement and maintain adequate controls over our financial process and reporting in the future.
Any failure to complete our assessment of our internal control over financial reporting, to remediate any material weaknesses that we may identify or to implement new or improved controls, or difficulties encountered in their implementation, could harm our operating results, cause us to fail to meet our reporting obligations or result in material misstatements in our financial statements. Any such failure could also adversely affect the results of the periodic management evaluations of our internal controls and, in the case of a failure to remediate any material weaknesses that we may identify, would adversely affect the annual auditor attestation reports regarding the effectiveness of our internal control over financial reporting that are required under Section 404 of the Sarbanes-Oxley Act. Inadequate internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our common stock.
The systems of internal controls and procedures that we have developed and implemented to date are adequate in a business that has no revenue, few purchase and expense transactions, and little in the way of tangible assets and working capital. However, the reliance on third party sub-contractors and lack of employees makes it difficult to ensure segregation of key duties, provide multiple levels of review, and ensure that specified checks and balances exist and are enforced and acted upon where necessary. The current transaction volume and limited transaction channels mean that operating management, financial management, board members and auditor can, and do, efficiently perform a very extensive and detailed transaction review to ensure compliance with the Company’s established procedures and controls. When we secure purchase orders and start purchasing product from our sub-contract manufacturers, shipping product to our customers, collecting receivables, and paying our vendors we will need to apply significantly more resources to the management of our controls and procedures and to ensure and continue effective compliance. If our business grows rapidly, we may not be able to keep up with recruiting and training personnel, and enhancing our systems of internal control in line with the growth in transaction volumes and compliance risks which could result in loss of assets, profit, and ability to manage the daily operations of our Company
CERTAIN NEVADA CORPORATION LAW PROVISIONS COULD PREVENT A POTENTIAL TAKEOVER, WHICH COULD ADVERSELY AFFECT THE MARKET PRICE OF OUR COMMON STOCK.
We are incorporated in the State of Nevada. Certain provisions of Nevada corporation law could adversely affect the market price of our common stock. Because Nevada corporation law requires board approval of a transaction involving a change in our control, it would be more difficult for someone to acquire control of us. Nevada corporate law also discourages proxy contests making it more difficult for you and other shareholders to elect directors other than the candidate or candidates nominated by our board of directors
THE MARKET PRICE FOR OUR COMMON SHARES IS PARTICULARLY VOLATILE GIVEN OUR STATUS AS A RELATIVELY UNKNOWN COMPANY WITH A SMALL AND THINLY TRADED PUBLIC FLOAT, LIMITED OPERATING HISTORY AND LACK OF PROFITS WHICH COULD LEAD TO WIDE FLUCTUATIONS IN OUR SHARE PRICE. THE PRICE AT WHICH YOU PURCHASE OUR COMMON SHARES MAY NOT BE INDICATIVE OF THE PRICE THAT WILL PREVAIL IN THE TRADING MARKET. YOU MAY BE UNABLE TO SELL YOUR COMMON SHARES AT OR ABOVE YOUR PURCHASE PRICE, WHICH MAY RESULT IN SUBSTANTIAL LOSSES TO YOU.
The market for our common shares is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. The volatility in our share price is attributable to a number of factors. First, as noted above, our common shares are sporadically and thinly traded. As a consequence of this lack of liquidity, the trading of relatively small quantities of shares by our shareholders may disproportionately influence the price of those shares in either direction. The price for our shares could, for example, decline precipitously in the event that a large number of our common shares are sold on the market without commensurate demand, as compared to a seasoned issuer which could better absorb those sales without adverse impact on its share price. Secondly, we are a speculative or “risky” investment due to our limited operating history and lack of revenue and profits to date, shortage of working capital, and uncertainty of future market acceptance for our potential products. As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the stock of a seasoned issuer. Many of these factors are beyond our control and may decrease the market price of our common shares, regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for our common shares will be at any time, including as to whether our common shares will sustain their current market prices, or as to what effect that the sale of shares or the availability of common shares for sale at any time will have on the prevailing market price.
VOLATILITY IN OUR COMMON SHARE PRICE MAY SUBJECT US TO SECURITIES LITIGATION, THEREBY DIVERTING OUR RESOURCES THAT MAY HAVE A MATERIAL EFFECT ON OUR PROFITABILITY AND RESULTS OF OPERATIONS.
As discussed in the preceding risk factor, the market for our common shares is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may in the future be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management’s attention and resources.
WE DO NOT HAVE KEY MAN INSURANCE ON OUR CEO, ON WHOM WE RELY FOR THE MANAGEMENT OF OUR BUSINESS AND IT MAY BE DIFFICULT, OR TIME CONSUMING TO FIND A SUITABLE REPLACEMENT WHICH COULD LEAD TO LOSS OF BUSINESS MOMENTUM.
We depend, to a large extent, on the abilities and participation of our current management team, but have a particular reliance upon Howard Hayes, the Company’s Chief Executive Officer. The loss of the services of Howard Hayes for any reason may have a material adverse effect on our business and prospects. We cannot assure you that his services will continue to be available to us, or that we will be able to find a suitable replacement if required. We do not carry key man life insurance for any key personnel.
WE MAY NOT BE ABLE TO HIRE AND RETAIN QUALIFIED PERSONNEL TO SUPPORT OUR GROWTH AND IF WE ARE UNABLE TO RETAIN OR HIRE SUCH PERSONNEL IN THE FUTURE, OUR ABILITY TO IMPROVE OUR PRODUCTS AND IMPLEMENT OUR BUSINESS OBJECTIVES COULD BE ADVERSELY AFFECTED.
Due to lack of cash resources we have not been able to pay any of our directors or executives for the services they have provided to date, and should one or more of our these executives be unable or unwilling to continue in their present positions, we may not be able to replace them easily or at all, and our business may be disrupted and our financial condition and results of operations may be materially and adversely affected. Competition for senior management and senior technology personnel is intense, the pool of qualified candidates is very limited, and we may not be able to retain the services of our senior executives or senior technology personnel, or attract and retain high-quality senior executives or senior technology personnel in the future. Considering our current cash position, we do not have adequate cash resources to hire and retain key personnel should we fail to raise additional funding or generate cash flow from operations. Such failure could materially and adversely affect our future growth and financial condition.
WE HAVE ISSUED AND IN FUTURE MAY ISSUE CONVERTIBLE NOTES WHICH COME DUE FOR CONVERSION OR REPAYMENT BASED ON A VARIABLE AVERAGE SHARE PRICE AT THAT TIME, AND SHAREHOLDERS MAY SUFFER SIGNIFICANT DILUTION IF OUR STOCK PRICE IS THEN LOW.
The Company has issued convertible notes with maturity dates of nine to twelve months carrying interest of between 8% and 10% pa. These notes could be converted into common stock after six to nine months from the issuance date based on discounts of between 42.5% to 50% of the lowest closing bid price over the days preceding the conversion date. We have at times experienced considerable volatility in our share price and if the share price falls in advance of a note conversion date, investors could suffer significant dilution when the notes are converted into shares of common stock. Although we currently have no such notes outstanding, we may in future resort to such financing to fund our expenses, and shareholders will suffer resulting dilution.
WE ARE RESPONSIBLE FOR THE INDEMNIFICATION OF OUR OFFICERS AND DIRECTORS AND IN THE EVENT OF CLAIMS NOT COVERED BY OUR DIRECTORS AND OFFICERS INSURANCE, WE MAY HAVE TO SPEND OUR LIMITED RESOURCES ON LEGAL FEES DIVERTING CASH FROM FUNDING BUSINESS OPERATING EXPENSES AND WORKING CAPITAL.
Our Bylaws provide for the indemnification of our directors, officers, employees, and agents, under certain circumstances, against costs and expenses incurred by them in any litigation to which they become a party arising from their association with or activities on our behalf. Consequently, we may be required to expend substantial funds to satisfy these indemnity obligations.
PUBLIC DISCLOSURE REQUIREMENTS AND COMPLIANCE WITH CHANGING REGULATION OF CORPORATE GOVERNANCE POSE CHALLENGES FOR OUR MANAGEMENT TEAM AND RESULT IN ADDITIONAL EXPENSES AND COSTS WHICH MAY REDUCE THE FOCUS OF MANAGEMENT AND THE PROFITABALITY OF OUR COMPANY.
Changing laws, regulations and standards relating to corporate governance and public disclosure, including the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules and regulations promulgated thereunder, the Sarbanes-Oxley Act and SEC regulations, have created uncertainty for public companies and significantly increased the costs and risks associated with accessing the U.S. public markets. Our management team will need to devote significant time and financial resources to comply with both existing and evolving standards for public companies, which will lead to increased general and administrative expenses and a diversion of management time and attention from revenue generating activities to compliance activities.
SHOULD ONE OR MORE OF THE FOREGOING RISKS OR UNCERTAINTIES MATERIALIZE, OR SHOULD THE UNDERLYING ASSUMPTIONS PROVE INCORRECT, ACTUAL RESULTS MAY DIFFER SIGNIFICANTLY FROM THOSE ANTICIPATED, BELIEVED, ESTIMATED, EXPECTED, INTENDED OR PLANNED
Special Note Regarding Forward-Looking Statements
This filing contains forward-looking statements about our business, financial condition and prospects that reflect our management’s assumptions and good faith beliefs based on information currently available. We can give no assurance that the expectations indicated by such forward-looking statements will be realized. If any of our assumptions should prove incorrect, or if any of the risks and uncertainties underlying such expectations should materialize, our actual results may differ materially from those indicated by the forward-looking statements.
The key factors that are not within our control and that may have a direct bearing on operating results include, but are not limited to, acceptance of our proposed services and the products we expect to market, our ability to establish a customer base, managements’ ability to raise capital in the future, the retention of key employees and changes in the regulation of our industry.
There may be other risks and circumstances that management may be unable to predict. When used in this filing, words such as, “believes,” “expects,” “intends,” “plans,” “anticipates,” “estimates” and similar expressions are intended to identify and qualify forward-looking statements, although there may be certain forward-looking statements not accompanied by such expressions.
Item 1B.
Item 1B. Unresolved Staff Comments
This Item is not applicable to us as we are not an accelerated filer, a large accelerated filer, or a well-seasoned issuer.
Item 2.
Item 2. Properties
Our principal executive office address is 5872 Owens Street, #200, Carlsbad, CA 92008. Effective December 31, 2010, we entered into an agreement with Numerity Corporation under which they agreed to allow us, without charge, to share their office space for the duration of their current lease.
We currently have no investment policies as they pertain to real estate, real estate interests or real estate mortgages.
Item 3.
Item 3. Legal Proceedings
We are currently not involved in any litigation that we believe could have a materially adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, or of our company’s officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.
Item 4.
Item 4. Mine Safety Disclosures
Not applicable.
Part II
Item 5.
Item 5. Market for Common Equity and Related Stockholder Matters
Market Information
Our Common stock is currently traded on the OTC Markets (OTCQB) under the symbol "IMDC". The following table sets forth, for the periods indicated, the high and low inter-dealer closing prices per share of our common stock as reported on the OTC Markets , without retail mark-up, mark-down or commission and may not represent actual transactions.
The following table sets forth the high and low bid prices for our common stock for the last two years.
Year
Quarter
High
Low
First
$ 0.28
$ 0.13
Second
$ 0.21
$ 0.12
Third
$ 0.21
$ 0.10
Fourth
$ 0.13
$ 0.02
First
$ 0.09
$ 0.03
Second
$ 0.07
$ 0.02
Third
$ 0.07
$ 0.02
Fourth
$ 0.06
$ 0.01
Holders
As of December 31, 2014, there were 68,889,932 shares of our common stock issued and outstanding with 13 shareholders of record. 54% of our outstanding shares are held in the name of CEDE & Co.
Transfer Agent
Our Transfer Agent is TranShare Corporation.
Dividend Policy
Dividends, if any, will be contingent upon our revenues and earnings, if any, capital requirements and financial conditions. The payment of dividends, if any, will be within the discretion of our Board of Directors. We presently intend to retain all earnings, if any, for use in our business operations.
Securities Authorized for Issuance Under Equity Compensation Plans
Plan category
Number of Securities to be issued upon exercise of outstanding options, warrants and rights
Weighted-average exercise price of outstanding options, warrants and rights
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
(a)
(b)
( c )
Equity compensation plans approved by security holders
1,600,000
$0.15
2,583,000
Equity compensation plans not approved by security holders
-
-
-
Total
1,600,000
2,583,000
Recent sales of unregistered securities
Year
Year
Period
ended
ended
from
SUMMARY ISSUANCE OF COMMON STOCK
December 31,
December 31,
Inception
# Shares
Total
Payment of consultants
897,000
Purchase of assets
250,000
Conversion of notes
5,411,502
5,560,652
14,483,619
Settlement of debt
8,000,000
Payment of note interest
184,954
18,987
259,313
Total
5,596,456
5,579,639
23,889,932
Year
Year
Period
ended
ended
from
December 31,
December 31,
Inception
Value of Shares
Total
Payment of consultants
$ 591,999
Purchase of assets
$ 40,000
Conversion of notes
$ 78,625
$ 230,525
$ 537,150
Settlement of debt
$ 1,025,000
Payment of note interest
2,600
1,500
$ 10,220
Total
$ 81,225
$ 232,025
$ 2,204,369
During the year ended December 31, 2014, we issued 5,596,456 fully-paid shares of our common stock in reliance on the exemptions for sales of securities not involving a public offering, as set forth in Rule 506 promulgated under the Securities Act and in Section 4(2) of the Securities Act, based on the following: (a) the debt holder confirmed to us that they were “accredited investors,” as defined in Rule 501 of Regulation D promulgated under the Securities Act and had such background, education and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the securities; (b) there was no public offering or general solicitation with respect to the conversion of the debt and issuance of the shares; (c) the debt holder acknowledged that the shares being issued were “restricted securities” for purposes of the Securities Act, and agreed to transfer such securities only in a transaction registered under the Securities Act or exempt from registration under the Securities Act; and could only be transferred if subsequently registered under the Securities Act or transferred in a transaction exempt from registration under the Securities Act. Other than the 5,411,502 fully-paid shares issued in conversion of $78,625 of convertible debt, and 184,954 shares issued in payment of $2,600 of accrued interest, we did not sell any equity securities which were not registered under the Securities Act of 1933 during the year ended December 31, 2014 that were not otherwise disclosed in this annual report on Form 10-K, in our quarterly reports on Form 10-Q, or in our current reports on Form 8-K filed during the year ended December 31, 2014.
Issuer Repurchases of Equity Securities
None
Penny Stock Rules
The Securities and Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).
Our shares are considered penny stock under the Securities and Exchange Act. The shares will remain penny stocks for the foreseeable future. The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his/her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock.
The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document, which:
-
contains a description of the nature and level of risk in the market for penny stock in both public offerings and secondary trading;
-
contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the Securities Act of 1934, as amended;
-
contains a brief, clear, narrative description of a dealer market, including "bid" and "ask" price for the penny stock and the significance of the spread between the bid and ask price;
-
contains a toll-free telephone number for inquiries on disciplinary actions;
-
defines significant terms in the disclosure document or in the conduct of trading penny stocks; and
-
contains such other information and is in such form (including language, type, size and format) as the Securities and Exchange Commission shall require by rule or regulation;
The broker-dealer also must provide, prior to effecting any transaction in a penny stock, to the customer:
-
the bid and offer quotations for the penny stock;
-
the compensation of the broker-dealer and its salesperson in the transaction;
-
the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and
-
monthly account statements showing the market value of each penny stock held in the customer's account.
In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling their securities.
Shares Available Under Rule 144
There are currently 29,281,392 shares of common stock that are considered restricted securities under Rule 144 of the Securities Act of 1933 of which 29,231,392 shares are held by affiliates, as that term is defined in Rule 144(a)(1) and other shareholders. Under Rule 144, such shares can be publicly sold, subject to volume restrictions and certain restrictions on the manner of sale, commencing six months after their acquisition unless deemed a “shell” company (see “Risk Factors”) for those companies that have been subject to the reporting requirements of section 13 or 15(d) of the Securities Exchange Act of 1934 for a period of at least 90 days before the sale.
Item 6.
Item 6. Selected Financial Data
Not required for smaller reporting companies.
Item 7.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with our financial statements and related notes thereto included elsewhere in this annual report. The following discussion and analysis should be read in conjunction with the financial statements of In Media Corporation, included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of our management.
This discussion and analysis contain forward-looking statements that involve risks, uncertainties and assumptions. Actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to, those presented under the heading of “Risk Factors” and elsewhere in this annual report, including the Cautionary Note Regarding Forward Looking Statements preceding Item 1. As used in this report, “we”, “us”, “our”, “In Media”, “Company” or “our company” refers to In Media Corporation, unless the context requires otherwise. The Company adopted at management’s discretion, the most conservative recognition of revenue based on the most astringent guidelines of the SEC. Management will elect additional changes to revenue recognition to comply with the most conservative SEC recognition on a forward going accrual basis as the model is replicated with other similar markets. The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth therein. Undue reliance should not be placed on these forward-looking statements which speak only as of the date hereof. We undertake no obligation to update these forward-looking statements.
Our financial statements have been prepared in accordance with United States generally accepted accounting principles. We urge you to read this report in conjunction with the risk factors described herein.
Results of Operations
We are a development stage company and we were focused on developing and refining our product hardware and operating platform to reflect market feedback, and building our distribution channels and relationships, however we did not generated any revenues while we have incurred $3,873,921 in expenses since inception through December 31, 2014. During the third quarter, 2013, Numerity, through Nitin Karnik, conducted a six week tour covering target markets in India, China, Indonesia and Malaysia, building relationships with prospective distribution channels, and evaluating the current state of demand for our products. We recognize that in spite of our best efforts, we have not been successful in generating sales revenue to date, and as a result of feedback gained on that trip, and from trade channels we concluded that the business plan was not viable and, in the fourth quarter of 2014, abandoned the business plan.
We have built our business by focusing on outsourcing to an experienced and well established third party provider to reduce the risk of product development problems and delays, market and employee acquisition, and up-front cash flow. This provider has been responsible for designing our products and operating software, QA testing, customer demonstration and evaluation support, as well as market analysis, channel development and sales promotion. They also provide general and operational support, such that we have no full time employees, or full time employee equivalents on our own books.. This provider, Numerity Corporation, is owned and controlled by Mr. Karnick, one of our shareholders, former directors and former CEO, and provided contract executive, administration and business development services (the “Service Agreement”) to us on terms approved by the Board of Directors. Numerity billed us for the actual cost of any goods or services requested by us and provided wholly, exclusively and necessarily for our benefit.
Additionally, in November 2008, we licensed our engineering technology, IP, and set top box designs from Numerity and committed to pay maintenance and royalties of $415,000 per annum. On July 1, 2010, we agreed to amend that licensing agreement to provide a deferral of any further maintenance dues, and an extension of credit until three months after first commercial shipment. One of our shareholders, Guifeng Qui, who owns approximately 13 million shares of restricted common stock, has a controlling interest in the Chinese distributor who we appointed to represent us in developing our business in China.
We have accumulated a deficit of $3.9 million during our development through December 31, 2014. Our ability to emerge from the development stage is dependent upon, among other things, obtaining additional financing to acquire or merge with another business, while continuing to service our current debt obligations and cover our overhead expenses. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
We incurred $99,836 and $450,421 in general administrative expenses for the years ended December 31, 2014 and 2013, respectively. These costs consisted of Numerity service fees, sub-contracted general and administrative, and business development expenses, and professional and administrative expenses associated with our financial reports and SEC filings. Effective September 30, 2014, three major service providers and creditors; Numerity Corporation, Mr. Westbrook, former CFO, and Dan Mabey, former director, all agreed to waive all balances due to them for services previously billed. The resulting benefit of $1,086,822 was credited to additional share capital.
As a result of our efforts to limit expenses, we did not incur any direct development expense in the years ended December 31, 2014 and 2013, however , as a result of an impairment review of the movie distribution systems we were developing, we charged $39,900 of impairment write down as development expense in the year ended December 31, 2014.
During the years ended December 31, 2014 and December 31, 2013, we incurred interest and debt discount amortization expenses of $39,408 and $95,864, respectively. This decrease followed the issuance of additional convertible notes during 2013 to fund business development efforts, and their conversion during the first half of 2014.
As a result of a significant reduction in share price in 2013, we re-valued our derivative liability by $46,943. In 2014, following repayment or conversion of all convertible debt, we wrote off the balance of $40,730.
The following table provides selected financial data about our company as of December 31, 2013.
Balance Sheet Data:
December 31, 2014
Cash
$
Total assets
$
Total liabilities
$
20,335
Shareholders' equity (deficit)
$
(20,235)
Liquidity and Capital Resources
Our cash balance at December 31, 2014 was $0. During the year ended December 31, 2014, we gained $123,581 in cash as a result of operating activities which included $1,086,822 of debt forgiveness offset by reductions of $691,786 in accounts payable. Cash was contributed principally by the issuance of $78,625 in convertible promissory notes. Since inception, $290,000 has been raised through the issuance of our common stock.
We are a development stage company and have generated no revenue to date. Although we have managed to raise $290,000 through the issuance of common stock, secured advances from directors and officers of the Company, obtained extended credit from related parties in connection with services provided, and raised funding from the issuance of convertible notes, aggregating $78,625, net of repayments, as of December 31, 2014, there is no assurance that we can secure additional funding to cover our expenses or working capital requirements in the future. Our access to capital is severely limited until such time as we start to generate cash flow from new business operations, and if we are no longer able to raise capital by the issuance of convertible notes, or obtain services for stock, or secure extended credit, there would be a severe risk that we would not be able to pay our bills, and we may be forced into liquidation.
Our operating expenses, in managements’ opinion, are very low, with management and consultants working for equity or deferred compensation, using their own phones, office equipment and supplies, paying their own travel expenses, and working in a rent-free office location. Our remaining overhead expenses relate to compliance costs, and our audit, legal, EDGAR filings and share registration and communication service are currently costing approximately eighty thousand dollars a year. We raised an aggregate $78,625 net of repayments through the sale of convertible promissory notes during the year ended December 31, 2014.
In addition to our overheads, we have costs of marketing, sales support, and production as well as ongoing product design and development.. We have accumulated significant debt from Numerity Corporation over the years, which debt was waived in full, effective September 30, 2014. Whenever creditors become more pressing, we plan to offer settlement by means of issuing restricted stock in lieu of cash payment.
We are currently seeking other available sources of funding through the merger or acquisition of another business. If we are unable to merge or acquire another business, , our business will likely fail, and our shareholders could lose some or all of their investment.
On October 28, 2014, we filed a Form 8-K announcing that we had signed a non-binding Letter of Intent with Hip Appeal Inc., an apparel company that caters to the fashion conscience, active, on-the-go female. This Letter of Intent provides that we will issue forty million (40,000,000) shares of common stock to Mr. Howard Hayes, our director and CEO, for 100 percent of the outstanding shares of Hip Appeal. This transaction will not close until the closing condition, requiring our shareholders to approve increasing the authorized shares of our company sufficiently to, at the least, allow for such issuance.
Hip Appeal Inc. located in Carlsbad, California, creates and sells a practical, but modernly fashionable, more Hip, more Appealing version of the fanny pack that is comfortable, stylish and yet not embarrassing to those who wear it for support, storage and security.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Other than the derivative conversion options on our convertible notes described in Note 6 to our Financial Statements we do not hold any derivative instruments and do not engage in any hedging activities.
Item 8.
Item 8. Financial Statements
GEORGE STEWART, CPA
316 17TH AVENUE SOUTH
SEATTLE, WASHINGTON 98144
(206) 328-8554 FAX(206) 328-0383
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
In Media Corp.
I have audited the accompanying balance sheets of In Media Corp. (A Development Stage Company) as of December 31, 2014 and 2013, and the related statements of operations, stockholders’ equity and cash flows for the years ended December 31, 2014 and 2013. These financial statements are the responsibility of the Company’s management. My responsibility is to express an opinion on these financial statements based on my audit.
I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit 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. I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of In Media Corp., (A Development Stage Company) as of December 31, 2014 and 2013, and the results of its operations and cash flows for the years ended December 31, 2014 and 2013 in conformity with generally accepted accounting principles in the United States of America.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note # 2 to the financial statements, the Company has had no operations and has no established source of revenue. This raises substantial doubt about its ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note # 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/S/ George Stewart
Seattle, Washington
March 31, 2015
In Media Corporation
Condensed Statements of Operations
Year Ended
Year Ended
December 31, 2014
December 31, 2013
EXPENSES
General & administrative
$
99,836
$
450,421
Development expenses
39,900
-
Interest and debt interest expense
39,408
95,864
Revaluation of derivative liability
40,730
(46,943)
NET LOSS
$
219,874
$
499,342
Basic (loss) per share *
$
(0.00)
$
(0.00)
Weighted average number of basic common shares outstanding
67,410,816
58,238,613
* The fully-diluted loss per share is not presented since the result would be anti-dilutive.
The accompanying footnotes notes are an integral part of these financial statements.
IN MEDIA CORPORATION
NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED
DECEMBER 31, 2014 AND 2013
1.
ORGANIZATION
IN Media Corporation (the "Company") is a Nevada corporation incorporated on March 5, 2007 as Tres Estrellas Enterprises, Inc. (“Tres Estrellas”). Effective February 3, 2010, we changed our name to IN Media Corporation. On October 30, 2009 (the “Acquisition Date”), we executed an agreement between IN Media Corporation ("IN Media") and Tres Estrellas whereby IN Media shareholders acquired shares of the Company's common stock, and in return we received all the issued and outstanding stock of IN Media, and IN Media was merged into Tres Estrellas. For financial accounting purposes, the acquisition was a reverse merger of the Company by IN Media, under the purchase method of accounting, and was treated as a recapitalization with IN Media as the acquirer. Upon consummation of the merger, the Company adopted the business plan of IN Media. Accordingly, the consolidated statements of operations include the results of operations of IN Media from its inception on October 27, 2008 and the results of operations of Tres Estrellas from the Acquisition Date through December 31, 2014. During the fourth quarter of 2014, the Company recognized that they have not been successful in generating sales revenue to date, and concluded that the business plan was not viable. Subsequently, they abandoned the business plan.
On October 28, 2014, the Company filed a Form 8K announcing that it had signed a non-binding Letter of Intent with Hip Appeal Inc., an apparel company that caters to the fashion conscience, active, on-the-go female. This Letter of Intent provides that the Company will issue forty million (40,000,000) shares of common stock to Mr. Howard Hayes, the Company’s Director and CEO, for 100 percent of the outstanding shares of Hip Appeal. These shares shall not be issued until and unless the shareholders of the Company approve increasing the authorized shares of the corporation sufficiently to allow for such issuance.
The Company's fiscal year end is December 31.
2.
GOING CONCERN AND LIQUIDITY CONSIDERATIONS
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As at December 31, 2014, the Company had accumulated a loss from operations of $3.9 million and has earned no revenues since inception, and our net current assets were only $100. The Company intends to fund its continuing operations through strict expense management and control, a combination of equity or debt financing arrangements, reliance on third party contractors to avoid the need for capital expenditure or commitment to fixed overhead, extended credit from suppliers and related parties, and possible strategic partnerships, all of which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending December 31, 2015.
We previously focused their efforts on developing business opportunities in China and India although they have not actually fulfilled any orders or shipped any of our products as of December 31, 2014. The ability of the Company to continue is dependent upon, among other things, obtaining additional financing through mergers or acquisitions of operating entities. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
3.
SIGNIFICANT ACCOUNTING POLICIES
A) BASIS OF PRESENTATION
The accounting and reporting policies of the Company conform to U.S. generally accepted accounting principles (US GAAP) applicable to development stage companies.
B) USE OF ESTIMATES
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
C) CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value.
D) FAIR VALUE OF FINANCIAL INSTRUMENTS AND DERIVATIVE FINANCIAL INSTRUMENTS
The Company's financial instruments as defined by FASB ASC 825-10-50 include cash, trade accounts receivable, and accounts payable and accrued expenses. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at December 31, 2013. FASB ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. ASC 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:
Level 1.
Observable inputs such as quoted prices in active markets;
Level 2.
Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
Level 3.
Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions.
The Company does not have any assets or liabilities measured at fair value on a recurring basis at December 31, 2014 and December 31, 2013.
E) INCOME TAXES
The Company accounts for income taxes under ASC 740 "Income Taxes" which codified SFAS 109, "Accounting for Income Taxes" and FIN 48 "Accounting for Uncertainty in Income Taxes - an Interpretation of FASB Statement No. 109." Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements 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 ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.
F) EARNINGS (LOSS) PER SHARE
FASB ASC 260, "Earnings Per Share" provides for calculation of "basic" and "diluted" earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income (loss) available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share. Reported basic and diluted loss per share was the same at the reporting dates, as the diluted loss would be anti-dilutive.
G) STOCK-BASED COMPENSATION
ASC 718 "Compensation - Stock Compensation" which codified SFAS No. 123 prescribes accounting and reporting standards for all stock-based payments award to employees, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights, may be classified as either equity or liabilities. The Company should determine if a present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in cash or other assets exists if: (a) the option to settle by issuing equity instruments lacks commercial substance or (b) the present obligation is implied because of an entity's past practices or stated policies. If a present obligation exists, the transaction should be recognized as a liability; otherwise, the transaction should be recognized as equity. The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50 "Equity - Based Payments to Non-Employees" which codified SFAS 123 and the Emerging Issues Task Force consensus in Issue No. 96-18 ("EITF 96-18"), "Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods or Services". Measurement of share-based payment transactions with non-employees shall be based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction should be determined at the earlier of performance commitment date or performance completion date.
H) DERIVATIVE INSTRUMENTS
The Company recognizes the underlying value of embedded derivatives in accordance with ASC 815-15-25-1. The value of the option for noteholders to convert their notes into shares of common stock is calculated and credited as a derivative liability for the duration of the notes, while an offsetting amount is classified as a discount to the principal value of the notes. The derivative value added to the discount reserve and derivative value was $0 and $ 150,132 during the years ended December 31, 2014 and 2013, respectively. The value of the debt discount is amortized as interest expense on a straight line basis over the life of the notes. During the years ended December 31, 2014 and 2013, the Company amortized $33,683 and 97,204, respectively, as debt discount expense. At September 30, 2014, the Company negotiated and paid off all outstanding convertible notes and wrote off all remaining balances of derivative liability and discount reserve at that date.
I) REVENUE RECOGNITION
The Company recognizes revenue from the sale of products and services in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 104 ("SAB 104"), "Revenue Recognition in Financial Statements." Revenue will consist of services income and will be recognized only when all of the following criteria have been met: (i) Persuasive evidence for an agreement exists; (ii) Service has occurred; (iii) The fee is fixed or determinable; and (iv) Revenue is reasonably assured.
J) PREPAID EXPENSES AND LICENSE FEES
In November 2008, the Company and Numerity Corporation entered into a license agreement (“License Agreement”) under which Numerity agreed to grant the Company a non-exclusive, perpetual license to the software and source code for the design of our IPTV set top box (“STB”) including streaming, storage, encoding and billing modules as well as the designs and schematic drawings for the actual STB. The License provided for the first one hundred thousand units to be shipped royalty free, the next one hundred thousand units shipped to be subject to a royalty payment of $50 per unit, and additional units thereafter subject to a royalty payment of $20 per unit. To date the Company has not shipped any STB units, and has therefore not incurred any royalty expense, however, as and when STBs are shipped in future periods, the Company will accrue all royalty obligations payable, and charge the cost of royalties to cost of sales in the periods incurred. Additionally, as part of the License Agreement, Numerity agreed to provide technical support, upgrades and enhancements in exchange for a maintenance fee of $415,000 per annum. The Company capitalized the maintenance fee as a prepaid license expense, and amortized the prepayment in installments over the term of the maintenance agreement. On June 30, 2010 the Company renegotiated the terms of the License Agreement such that Numerity would provide technical support through June 30, 2011 for no additional charge, and the amortization rate was adjusted to amortize the remaining prepaid balance in equal installments over the contractual year ended June 30, 2011. No further maintenance fees are payable until the Company commences first commercial shipments of its products. During the fourth quarter of 2014, the Company recognized that they have not been successful in generating sales revenue to date, and concluded that the business plan was not viable. Subsequently, they abandoned the business plan and we have no further maintenance fees.
4.
CAPITAL STOCK
A)
AUTHORIZED STOCK
The Company has authorized 75,000,000 common shares with $0.001 par value. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholder of the corporation is sought.
On June 17, 2010 the Company filed an S-8 registration with the SEC reserving 2,500,000 common shares for issuance under the Company’s 2010 Stock Option Plan. During the period from registration to December 31, 2012, the Company issued 817,000 shares to consultants as payment for services provided, and 1,600,000 options to employees. On November 21, 2012 the Company filed a second S-8 registering an additional 2,500,000 common shares, and at December 31, 2014 has 2,583,000 registered shares available for future issuance.
B)
SHARE ISSUANCES
Since inception (October 27, 2008) to December 31, 2014, the Company has issued the following shares:
(i)
A total of 5,500,000 common stock shares to an officer and director at $0.002 per share for a total of $11,000. The shares bear a restrictive transfer legend in accordance with Rule 144 under the Securities Act.
(ii)
A total of 6,000,000 common stock shares to 40 unaffiliated investors at $.004 per share for a total of $24,000 pursuant to an SB-2 Registration Statement.
(iii)
A total of 33,500,000 common stock shares to the shareholders of IN Media Corporation pursuant to the terms and conditions of a Merger Agreement.
This issuance of stock did not involve any public offering, general advertising or solicitation. At the time of the issuance, IN Media had fair access to and was in possession of all available material information about our Company. The shares bear a restrictive transfer legend in accordance with Rule 144 under the Securities Act.
In addition, the Company has issued common stock instead of cash to make purchases or settle liabilities as follows:
Year
Year
Period
ended
ended
from
SUMMARY ISSUANCE OF COMMON STOCK
December 31,
December 31,
Inception
# Shares
Total
Payment of consultants
897,000
Purchase of assets
250,000
Conversion of notes
5,411,502
5,560,652
14,483,619
Settlement of debt
8,000,000
Payment of note interest
184,954
18,987
259,313
Total
5,596,456
5,579,639
23,889,932
Year
Year
Period
ended
ended
from
December 31,
December 31,
Inception
Value of Shares
Total
Payment of consultants
$ 591,999
Purchase of assets
$ 40,000
Conversion of notes
$ 78,625
$ 230,525
$ 537,150
Settlement of debt
$ 1,025,000
Payment of note interest
2,600
1,500
$ 10,220
Total
$ 81,225
$ 232,025
$ 2,204,369
5.
NOTES PAYABLE
During the years ended December 31, 2014 and December 31, 2013, the Company issued, repaid and converted convertible notes as set out in the following table.
Year
Balance
start of year
Original note proceeds
Original issue discount
Conversion
Repayments
Balance end of period
December 31, 2012
$ 55,000
$ 50,000
$ -
$ (55,000)
$ 50,000
December 31, 2013
$ 50,000
$ 325,955
$ 11,160
$ (228,725)
$ 158,390
December 31, 2014
$ 158,390
$ (98,390)
$ (60,000)
$ -
The notes were unsecured, with a term of up to one year, carrying interest at 8-10% per annum and, if not repaid at maturity, would be converted into shares of common stock at a price of 50% to 60.0% of the lowest closing prices over the twenty-five days preceding the conversion date. The Company negotiated the release of liability on all remaining notes payable as at September 30, 2014.
The Company recognizes the underlying value of embedded derivatives in accordance with ASC 815-15-25-1. The value of the option for noteholders to convert their notes into shares of common stock is calculated and credited as a derivative liability for the duration of the notes, while an offsetting amount is classified as a discount to the principal value of the notes. The derivative value added to the discount reserve and derivative value was $0 and $ 150,132 during the years ended December 31, 2014 and 2013, respectively. The value of the debt discount is amortized as interest expense on a straight line basis over the life of the notes. During the years ended December 31, 2014 and 2013, the Company amortized $33,683 and $97,204, respectively, as debt discount expense. At September 30, 2014, the Company re-valued the derivative liability to $0 following a negotiated settlement of the outstanding balance of note liability.
6.
INCOME TAXES
The Company has incurred operating losses of approximately $2.7 million since inception, which, if unutilized, will begin to expire in 2027. Future tax benefits, which may arise as a result of these losses, have not been recognized in these financial statements, and have been offset by a valuation allowance. Details of future income tax assets are as follows:
December 31, 2014
Future income tax assets:
Net operating loss from October 27, 2008 (inception) to December 31, 2014)
$
3,886,690
less timing differences
Consulting and management fee accruals
1,086,822
Adjusted operating loss
2,799,868
Statutory tax rate (combined federal and state)
37.9%
Non-capital tax loss
1,062,028
Valuation allowance
(1,062,028)
$
-
The potential future tax benefits of these losses have not been recognized in these financial statements due to uncertainty of their realization. When the future utilization of some portion of the carry forwards is determined not to be "more likely than not," a valuation allowance is provided to reduce the recorded tax benefits from such assets.
7.
NEW ACCOUNTING PRONOUNCEMENTS
The Company does not expect any recent accounting pronouncements to have a material impact on its financial statements.
8.
RELATED PARTY TRANSACTIONS
From time to time, Mr. Karnick, though his wholly owned Company, Numerity, has advanced cash to pay off supplier balances on behalf of the Company and the balance is reported as a loan from related party. The loan is unsecured, interest-free, and has been or will be repaid when the Company raises sufficient cash to do so. At September 30, 2014, Numerity waived the entire balance then payable by In Media Corporation.
This provider, Numerity Corporation, is owned and controlled by Mr. Karnick, one of our shareholders, former directors and former CEO, and provides contract executive, administration and business development services (the “Service Agreement”) to us on terms approved by the Board of Directors, including Mr. Danny Mabey, a former member of the Board of Directors with no interest in Numerity. Numerity billed the Company for the actual cost of any goods or services requested by us and provided wholly, exclusively and necessarily for our benefit.
Additionally, in November 2008, we licensed our engineering technology, IP, and set top box designs (the “Licensing and Maintenance Agreement”) from Numerity and committed to pay maintenance and royalties of $415,000 per annum. On July 1, 2010, we agreed to amend that licensing agreement to provide a deferral of any further maintenance dues, and an extension of credit until three months after first commercial shipment. The amendment to the Licensing and Maintenance Agreement was additionally approved by the Board of Directors, including Mr. Danny Mabey, a former member of the Board of Directors with no interest in Numerity. One of our shareholders, Guifeng Qui, who owns approximately 13 million shares of restricted common stock, has a controlling interest in the Chinese distributor who we have appointed to represent us in developing our business in China. During the fourth quarter of 2014, the Company recognized that they have not been successful in generating sales revenue to date, and concluded that the business plan was not viable. Subsequently, they abandoned the business plan and we have no further royalty or maintenance fees.
9.
SUBSEQUENT EVENTS
On October 28, 2014, the Company filed a Form 8-K announcing that it had signed a non-binding Letter of Intent with Hip Appeal Inc., an apparel company that caters to the fashion conscience, active, on-the-go female. This Letter of Intent provides that they will issue forty million (40,000,000) shares of common stock to Mr. Howard Hayes, their director and CEO, for 100 percent of the outstanding shares of Hip Appeal. This transaction will not close until the closing condition, requiring their shareholders to approve increasing the authorized shares of our company sufficiently to, at the least, allow for such issuance.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Financial Disclosure
None.
Item 9A.
Item 9A. Controls and Procedures
Management reviewed our disclosure controls and procedures, and internal control over financial reporting and concluded that they were effective as at the end of the period covered by this report. Following a weakness identified in relation to the year ended December 31, 2010, the Company corrected and issued an Amended and Restated Form 10-K/A for that year, and has subsequently extended the scope of its engagement with its professional advisors to focus more closely on ensuring compliance with GAAP.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that material information required to be disclosed in our periodic reports filed under the Exchange Act, as amended, or 1934 Act, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and to ensure that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer (principal financial officer) as appropriate, to allow timely decisions regarding required disclosure. During the quarter ended December 31, 2014 we carried out an evaluation, under the supervision and with the participation of our management, including the principal executive officer and the principal financial officer (principal financial officer), of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13(a)-15(e) under the Exchange Act. Based on this evaluation, because of the Company’s limited resources and limited number of employees, management concluded that our disclosure controls and procedures were ineffective as of December 31, 2014.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of our financial statements in accordance with U.S. generally accepted accounting principles, or GAAP. Because of its 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 or compliance with the policies or procedures may deteriorate.
With the participation of our Principal Executive Officer and Principal Financial Officer, currently the same person, our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2013 based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO. Based on our evaluation and the material weaknesses described below, management concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2014, based on the COSO framework criteria. Management has identified control deficiencies regarding the lack of segregation of duties and the need for a stronger internal control environment. Our management believes that these material weaknesses are due to the small size of our accounting staff. The small size of our accounting staff may prevent adequate controls in the future, such as segregation of duties, due to the high cost of such remediation relative to the benefit expected to be derived thereby.
To mitigate the current limited resources and limited employees, we rely heavily on direct management oversight of transactions, along with the use of external legal and accounting professionals. As we grow, we expect to increase our number of employees, which will enable us to implement adequate segregation of duties within the internal control framework. These control deficiencies could result in a misstatement of account balances that would result in a reasonable possibility that a material misstatement to our financial statements may not be prevented or detected on a timely basis. Accordingly, we have determined that these control deficiencies as described above together constitute a material weakness.
In light of this material weakness, we performed additional analyses and procedures in order to conclude that our financial statements for the year ended December 31, 2014 included in this Annual Report on Form 10-K were fairly stated in accordance with US GAAP. Accordingly, management believes that despite our material weaknesses, our financial statements for the year ended December 31, 2014 are fairly stated, in all material respects, in accordance with US GAAP.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm.
Limitations on Effectiveness of Controls and Procedures
Our management, including our Principal Executive Officer and Principal Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Changes in Internal Controls
During the fiscal quarter ended December 31, 2014, there have been no changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.
Item 9B.
Item 9B. Other Information
None.
PART III
Item 10.
Item 10. Directors and Executive Officers
As at December 31, 2014 our Officers and Board of Directors were comprised of the following:
NAME
AGE
SERVED SINCE
POSITIONS WITH COMPANY
Howard Hayes
October 21, 2014
CEO, CFO & Director
Michael Harper
October 21, 2014
COO and Director
There are currently no employment contracts in place for any officers.
Our Bylaws provide that we shall have that number of directors determined by the majority vote of the board of directors. Currently we have seven directors. Each director will serve until our next annual shareholder meeting. Directors are elected for one-year terms. Our Board of Directors elects our officers at the regular annual meeting of the Board of Directors following the annual meeting of shareholders. Vacancies may be filled by a majority vote of the remaining directors then in office. Our directors and executive officers are as follows:
Howard J. Hayes. Appointed October 21, 2014
Mr. Hayes, since May 2012, has been the President and Chief Executive Officer, and a director of Hip Appeal, Inc., a California Corporation. Hip Appeal is in the business of Manufacturing, Designing, Selling, Promoting and the Marketing of a women’s apparel line; mainly consisting of a Hip Wrap Fanny Packs, Bikinis, Hats, Clothing and Apparel and Hip Wrap Pool Wraps all with hidden pockets. In addition, since July 2006 has been the founder and Chief Operating Officer of White Brilliance, Inc., an entity that markets a home professional teeth whitening device. Mr. Hayes is also an executive with Go Light Med Systems, LLC. Prior to 2007, Mr. Hayes was a Senior Loan Officer with The Sterling Group financial Group and Equity Plus financial. Mr. Hayes earned a San Diego State Bachelor of Science degree at San Diego State University-California State University.
Michael Harper. Appointed October 21, 2014
Mr. Harper was appointed as a director of the Company on October 21, 2014. He is the Chief Operating Officer of Hip Appeal, Inc., a California Corporation since September 2012. Hip Appeal is in the business of Manufacturing, Designing, Selling, Promoting and the Marketing of a women’s apparel line; mainly consisting of a Hip Wrap Fanny Packs, Bikinis, Hats, Clothing and Apparel and Hip Wrap Pool Wraps all with hidden pockets. From 2009 to 2012 Mr. Harper was a sales consultant for Load Spring Solutions.
Compensation of Directors
Our bylaws provide that, unless otherwise restricted by our certificate of incorporation, our Board of Directors has the authority to fix the compensation of directors. The directors may be paid their expenses, if any, related to attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as our director. Our bylaws further provide that no such payment will preclude any director from serving our Company in any other capacity and receiving compensation therefore. Further, members of special or standing committees may be given compensation for attending committee meetings.
Audit Committee Financial Expert
We do not have an audit committee or a compensation committee of our board of directors. In addition, our board of directors has determined that we do not have an audit committee financial expert serving on the board. When we develop our operations, we will create an audit and a compensation committee and will seek an audit committee financial expert for our board and audit committee.
Conflicts of Interest
Our officers and directors are now and may in the future become shareholders, officers or directors of other companies, which may be formed for the purpose of engaging in business activities similar to ours. Accordingly, additional direct conflicts of interest may arise in the future with respect to such individuals acting on behalf of us or other entities. Moreover, additional conflicts of interest may arise with respect to opportunities which come to the attention of such individuals in the performance of their duties or otherwise. Currently, we do not have a right of first refusal pertaining to opportunities that come to their attention and may relate to our business operations.
Our officers and directors are, so long as they are our officers or directors, subject to the restriction that all opportunities contemplated by our plan of operation which come to their attention, either in the performance of their duties or in any other manner, will be considered opportunities of, and be made available to us and the companies that they are affiliated with on an equal basis. A breach of this requirement will be a breach of the fiduciary duties of the officer or director. If we or the companies with which the officers and directors are affiliated both desire to take advantage of an opportunity, then said officers and directors would abstain from negotiating and voting upon the opportunity. However, all directors may still individually take advantage of opportunities if we should decline to do so. Except as set forth above, we have not adopted any other conflict of interest policy with respect to such transactions.
On October 28, 2014, we filed a Form 8-K announcing that we had signed a non-binding Letter of Intent with Hip Appeal Inc., an apparel company that caters to the fashion conscience, active, on-the-go female. This Letter of Intent provides that we will issue forty million (40,000,000) shares of common stock to Mr. Howard Hayes, our director and CEO, for 100 percent of the outstanding shares of Hip Appeal. This transaction will not close until the closing condition, requiring our shareholders to approve increasing the authorized shares of our company sufficiently to, at the least, allow for such issuance.
Involvement in Certain Legal Proceedings
To the best of our knowledge, during the past ten years, none of the following occurred with respect to a present or former director or executive officer of the Company: (1) any bankruptcy petition filed by or against any business of 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; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of any competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the commodities futures trading commission to have violated a Federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.
Code of Ethics
The Company has adopted a code of business conduct and ethics that applies to its directors, officers, and employees, including its principal executive officers, principal financial officer, principal accounting officer, controller or persons performing similar functions. The Financial Code of Ethics was filed as Exhibit 14.1 to the Annual Report for the year ended December 31, 2011, filed March 21, 2012.
Compliance with Section 16(A) Of The Exchange Act 9.A. Directors And Executive Officers, Promoters, And Control Persons:
The Company believes that all filings of Form 3, 4 and 5 required of Section 16(a) of the Exchange Act of Directors, Officers or holders of 10% of the Company's shares have not been timely filed.
Item 11.
Item 11. Executive Compensation
a.
Mr. Karnik was appointed as CEO in October, 2009 and resigned October 21, 2014. Mr. Karnick also served as CFO from April 30, 2014 to the date he resigned on October 21, 2014.
b.
Mr. Karnik is former CEO and owner of Numerity Corporation. The amounts billed by Numerity for engineering, design and executive services provided by Numerity, and maintenance fees due under the terms of the Numerity License Agreement in 2014, 2013, and 2012, were $0, $240,000, and $160,000, respectively. During 2014, 2013 and 2012, the Company paid Numerity $3,900, $238,650, and $33,100, respectively, which was treated as payment of the oldest balance due to Numerity. Additionally, in 2012, Numerity assigned $350,000 of debt to a third party which was subsequently settled by the issuance of 3,500,000 fully-paid common shares of the Company.
c.
Mr. Mabey was appointed as a director of the Company in April 2010 and resigned on April 1, 2014.
d.
Mr. Mabey’s compensation for the provision of services as COO and director of the Company was ever paid due to the lack of cash available. An amount of $320,000 was included in accounts payable at September 30, 2014 in respect of compensation then due to Mr. Mabey for services rendered during his term of office. Subsequently Mr Mabey agreed to waive this debt in full, effective September 30, 2014.
e.
In 2011, Mr. Mabey was granted an option to purchase 800,000 shares at $0.15 per share, vesting over two years. Using a Black Scholes valuation model, the Company calculated the value of these options amortized in 2014, 2012 and 2012 was $0, $23,428 and $23,428, respectively. Upon his resignation in April 2014, the options lapsed unexercised.
f.
Mr. Westbrook joined the Company as CFO in February 2010 and resigned as of April 30, 2014. He continues to provide consulting services to the Company
g.
Mr. Westbrook’s compensation for the provision of services as CFO of the Company was not paid due to the lack of cash available. An amount of $436,512 was included in accounts payable at September 30, 2014 in respect of compensation then due to Mr. Westbrook for services rendered and out of pocket expenses incurred during his term of office. Subsequently Mr. Westbrook agreed to waive this debt in full, effective September 30, 2014.
h.
In 2011, Mr. Westbrook was granted an option to purchase 800,000 shares at $0.15 per share, vesting over two years. Using a Black Scholes valuation model, the Company calculated the value of these options amortized in 2012 and 2013 was $23,428 and $23,428, respectively. His options remain vested but unexercised until such time as his consulting service is terminated.
i.
Mr. Fred Wilson was appointed as a director of the Company on April 1, 2014 and resigned October 21, 2014. He received no compensation for his services as a director.
j.
Mr. Hayes was appointed as CEO, CFO, and a director of the Company as of October 21, 2014. He did not receive any compensation for the period of service from appointment to December 31, 2014.
k.
Mr. Harper was appointed as COO, and a director of the Company as of October 21, 2014. He did not receive any compensation for the period of service from appointment to December 31, 2014.
(a)
Mr. Karnik was appointed in October 2009 and resigned in October 2014.
(b)
Mr. Mabey was appointed in April 2010 and resigned in April 2014.
(c)
Mr. Westbrook was appointed in February 2010 and resigned in April 2014.
(d)
Mr. Wilson was appointed in April 2014 and resigned in October 2014.
(e)
Mr. Hayes was appointed in October 2014.
(f)
Mr. Harper was appointed in October 2014.
(g)
Mr. Karnik was appointed in October 2009 and resigned in October 2014.
(h)
Mr. Mabey was appointed in April 2010 and resigned in April 2014.
(i)
Mr. Westbrook was appointed in February 2010 and resigned in April 2014.
(j)
Mr. Wilson was appointed in April 2014 and resigned in October 2014.
(k)
Mr. Hayes was appointed in October 2014.
(l)
Mr. Harper was appointed in October 2014.
a.
Mr. Karnik was appointed in October 2009 and resigned in October 2014.
b.
Mr. Mabey was appointed in April 2010 and resigned in April 2014.
c.
Mr. Westbrook was appointed in February 2010 and resigned in April 2014.
d.
Mr. Wilson was appointed in April 2014 and resigned in October 2014.
e.
Mr. Hayes was appointed in October 2014.
f.
Mr. Harper was appointed in October 2014.
(a)
Mr. Karnik did not receive or accrue any compensation in any year.
(b)
Mr. Mabey did not receive or accrue any compensation in any year.
(c)
Mr. Westbrook did not receive or accrue any compensation in any year.
(d)
Mr. Wilson did not receive or accrue any compensation in any year.
(e)
Mr. Hayes did not receive or accrue any compensation in any year.
(f)
Mr. Harper did not receive or accrue any compensation in any year.
a.
Mr. Karnik did not receive or accrue any compensation in any year.
b.
Mr. Mabey did not receive or accrue any compensation in any year.
c.
Mr. Westbrook did not receive or accrue any compensation in any year.
d.
Mr. Wilson did not receive or accrue any compensation in any year.
e.
Mr. Hayes did not receive or accrue any compensation in any year.
f.
Mr. Harper did not receive or accrue any compensation in any year.
a.
Mr. Karnik did not receive or accrue any compensation in any year.
b.
Mr. Mabey did not receive or accrue any compensation in any year.
c.
Mr. Wilson did not receive or accrue any compensation in any year.
d.
Mr. Hayes did not receive or accrue any compensation in any year.
e.
Mr. Harper did not receive or accrue any compensation in any year.
a.
Mr. Karnik did not receive or accrue any perquisites in any year.
b.
Mr. Mabey did not receive or accrue any perquisites in any year.
c.
Mr. Westbrook did not receive any perquisites in any year
d.
Mr. Wilson did not receive or accrue any perquisites in any year.
e.
Mr. Hayes did not receive or accrue any perquisites in any year.
f.
Mr. Harper did not receive or accrue any perquisites in any year.
(a)
Mr. Karnik had no change in control agreement in place during his term of service.
(b)
Mr. Mabey had no change in control agreement in place during his term of service.
(c)
Mr. Westbrook had no change in control agreement in place during his term of service.
(d)
Mr. Wilson had no change in control agreement in place during his term of service.
(e)
Mr. Hayes has no change in control agreement in place.
(f)
Mr. Harper has no change in control agreement in place.
Employment Agreements
As of this time, there are no employment agreements with any named executive officer.
Directors, Executive Officers, Promoters and Control Persons, Conflicts of Interest.
No retirement, pension, profit sharing, or insurance programs or other similar programs have been adopted by us for the benefit of our employees.
Legal Proceedings.
We are currently not involved in any litigation that we believe could have a materially adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our company’s or our company’s subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following table lists stock ownership of our common stock, as of December 31, 2014 based on an aggregate of 68,889,932 common shares issued and outstanding. The information includes beneficial ownership by (i) holders of more than 5% of our common stock, (ii) each of our directors and executive officers and (iii) all of our directors and executive officers as a group. Except as noted below, to our knowledge, each person named in the table has sole voting and investment power with respect to all shares of our common stock beneficially owned by them.
Name and Address of Beneficial Owner
Amount of Beneficial Ownership
Percentage of Class
Nitin Karnik, former CEO & director
11,823,529
17.2%
255 W El Camino Real, Sunnyvale, CA 94087
Danny Mabey, former COO & director
-
4944 El Camino Real, Ste 100, Los Altos, CA 94022
Simon Westbrook, former CFO
800,000
1.2%
4944 El Camino Real, Ste 100, Los Altos, CA 94022
Fred Wilson, former director
-
Howard Hayes, CEO and director
-
Michael Harper, COO and director
-
Directors and officers as a group
12,623,529
18.3%
Guifeng Qui
13,137,255
19.1%
6-03 Xue Xi Yuan Vanke, New Town
Xin Yi Bau Da Doe, Tianjin, PRC 300402
Sulu Karnik
3,469,608
5.0%
255 W El Camino Real, Sunnyvale, CA 94087
Directors, officers and affiliates as a group
29,230,392
42.4%
1 Excludes holdings by Nitin Karnik's spouse, Sulu Karnik.
2 Number of shares of common stock exercisable under the Company's 2010 Stock Option plan as of December 31, 2013.
3 Spouse of Nitin Karnik, excludes holdings by Nitin Karnik.
Stock held by non-affiliates and value at December 31, 2014
39,659,540
$ 793,191
Item 13.
Item 13. Certain Relationships and Related Transactions
From time to time, Mr. Karnick, though his wholly owned Company, Numerity, has advanced cash to pay off supplier balances on behalf of the Company and the balance is reported as a loan from related party. The loan was unsecured, interest-free. At September 30, 2014, Numerity waived the entire balance then payable by In Media Corporation.
This provider, Numerity Corporation, is owned and controlled by Mr. Karnick, one of our shareholders, former directors and Former CEO, and provided contract executive, administration and business development services (the “Service Agreement”) to us on terms approved by the Board of Directors, including Mr. Danny Mabey, a former member of the Board of Directors with no interest in Numerity. Numerity billed us for the actual cost of any goods or services requested by us and provided wholly, exclusively and necessarily for our benefit.
Additionally, in November 2008, we licensed our engineering technology, IP, and set top box designs from Numerity and committed to pay maintenance and royalties of $415,000 per annum. On July 1, 2010, we agreed to amend that licensing agreement to provide a deferral of any further maintenance dues, and an extension of credit until three months after first commercial shipment. One of our shareholders, Guifeng Qui, who owns approximately 13 million shares of restricted common stock, has a controlling interest in the Chinese distributor who we had appointed to represent us in developing our business in China.
During the third quarter, 2013, Numerity, through Nitin Karnik, conducted a six week tour covering target markets in India, China, Indonesia and Malaysia, building relationships with prospective distribution channels, and evaluating the current state of demand for our products. We recognize that in spite of our best efforts, we have not been successful in generating sales revenue to date, and as a result of feedback gained on that trip, and from trade channels we concluded that the business plan was not viable and, in the fourth quarter of 2014, we abandoned the business plan.
One of the Company shareholders, directors and officers, Mr. Karnick, who, together with his wife, owns approximately 15 million shares of restricted common stock, also owns a 100% interest in Numerity Corporation .
In the years ended December 31, 2014 and 2013, respectively, the Company accrued $0 and $240,000, for services provided by Numerity Corporation and made cash payments of $3,900 and $238,650. Effective September 30, 2014 Numerity came to an arrangement with all then creditors of the Company to assume their debt balances, whereupon, Numerity waived its claim to be paid a total of $330,310, thereby extinguishing this amount of indebtedness from the Company’s books together with the related historic expenses.
Item 14.
Item 14. Principal Accounting Fees and Services
The following table sets forth fees related to services performed by George Stewart, CPA:
Audit Fees
Audit Fees
(1)
$
14,300
$
12,200
Audit Related Fees
(2)
-
-
Tax Fees
(3)
-
-
All Other fees
(4)
-
-
Total
$
14,300
$
12,200
(1)
Audit fees represent fees for professional services provided in connection with the audit of our financial statements and review of our quarterly financial statements.
(2)
During 2014, we did not incur fees for assurance services related to the audit of our financial statements and for services in connection with audits of our benefit plans, which services would be reported in this category.
(3)
During 2014, we did not incur fees for tax advice, tax planning and tax return preparation.
(4)
During 2014, we did not incur fees for other services.
The Board of Directors has reviewed and discussed with the Company's management and independent registered public accounting firm the audited financial statements of the Company contained in the Company's Annual Report on Form 10-K for the Company's 2013 fiscal year. The Board has also discussed with the auditors the matters required to be discussed pursuant to SAS No. 61 (Codification of Statements on Auditing Standards, AU Section 380), which includes, among other items, matters related to the conduct of the audit of the Company's financial statements.
The Board has received and reviewed the written disclosures and the letter from the independent registered public accounting firm required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), and has discussed with its auditors its independence from the Company. The Board has considered whether the provision of services other than audit services is compatible with maintaining auditor independence.
Based on the review and discussions referred to above, the Board approved the inclusion of the audited financial statements be included in the Company's Annual Report on Form 10-K for its 2014 fiscal year for filing with the SEC.
Pre-Approval Policies
The Board's policy is to pre-approve all audit services and all permitted non-audit services (including the fees and terms thereof) to be provided by the Company's independent registered public accounting firm; provided, however, pre-approval requirements for non-audit services are not required if all such services (1) do not aggregate to more than five percent of total revenues paid by the Company to its accountant in the fiscal year when services are provided; (2) were not recognized as non-audit services at the time of the engagement; and (3) are promptly brought to the attention of the Board and approved prior to the completion of the audit.
The Board pre-approved all fees described above.
PART IV
Item 15.
Item 15. Exhibits
The following exhibits are included with this filing:
Exhibit
Number
Description
3(i)
Amended and Restated Articles of Incorporation*
3(ii)
Amended and Restated Bylaws*
10.1
Numerity licensing and maintenance agreement*
10.2
Numerity licensing and maintenance agreement 1st amendment*
10.3
Numerity service agreement*
10.4
Numerity service agreement 1st amendment*
10.5
Numerity service agreement 2nd amendment *
10.6
IN TV independent sales representation agreement*
10.7
Numerity license to use office agreement*
10.8
Numerity revolving credit agreement*
10.9
Numerity video library license agreement*
14.1
Financial Code of Ethics**
31.1
Sec. 302 Certification of CEO***
31.2
Sec. 302 Certification of CFO***
32.1
Sec. 906 Certification of CEO***
32.1
Sec. 906 Certification of CFO***
*
Incorporated by reference to the Company’s Amended Annual Report on Form 10-K/A, filed November 14, 2011.
**
Incorporated by reference to the Company’s Annual Report on Form 10-K, filed March 21, 2012.
***
Filed herein.
In accordance with Section 13 or 15(d) of the Securities Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
March 31, 2015
IN Media Corporation
By /s/ Howard Hayes
Howard Hayes
Chief Executive Officer, Chief Financial Officer, and Director (Principal Executive Officer & Principal Financial and Accounting Officer)
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
/s/ Howard Hayes
March 31, 2015
Howard Hayes
Date
Chief Executive Officer, Chief Financial Officer
and Director (Principal Executive Officer, Principal
Financial and Accounting Officer)
/s/ Michael Harper
March 31, 2015
Michael Harper
Date
Director