Item 1. Business
Principal Place of Business
Our principal offices are located at 7 Ingram Drive, suite 128 Toronto, Ontario, Canada M6M 2L7.
Description of Business
We are a Delaware corporation formed on July 13, 1999. Our principal executive offices are located at 7 Ingram Drive, suite 128 Toronto, Ontario, Canada M6M 2L7. Our telephone number is 1-888-648-9366. On July 6, 2011, we changed our name to Myriad Interactive Media, Inc. Concurrently with the name change, we shifted our focus to the development of daily deal aggregation platform and social media marketing business. We have formed an interactive marketing team consisting of industry experts in search engine marketing and social media marketing. We plan to manage complex search programs and offer strategic insight into the design, development, launch and maintenance of such programs. In addition, we are focusing on the development of interactive media websites and plan to enter the mobile application market in the near future.
Social Media Marketing
We currently have a team of 10 commission-based consultants working on development of social media marketing campaigns. At this time, we are in talks with potential customers for various social media marketing campaigns. We have the ability to build and structure marketing campaigns for Facebook, Twitter and Google Plus. We can perform a comprehensive analysis on the customer’s target audience and utilize best practices in creating and launching social media campaigns. The most common campaigns we plan to conduct will be for the purpose of increasing brand recognition and driving user engagement.
Search Engine Marketing
Myriad Interactive Media Inc. is a recognized search firm with Google. We structure high quality adwords campaigns. Utilizing a best practice approach in developing these campaigns is of the upmost importance. Our search experts have developed a unique formula in analyzing and optimizing campaigns. By using key performance indicators and common benchmarks in conjunction with other metrics, we are able to successfully manage complex campaigns while driving costs and increasing leads.
Our search engine marketing campaigns do not require any further investment at this time. We are currently generating revenue from these activities. We charge a 20% fee for the design, implementation and management of these search campaigns.
Website Development
We have a separate team of 4 consultants working on website development and web architecture. Our team is proficient in all programming languages, including the Microsoft .NET framework. Our team can build complete web solutions from scratch, including graphic design and CSS coding. Our web development division is currently producing several projects for the company and generating revenue. The company will continue to develop this business in conjunction with its major in-house projects.
Application Development
We are currently developing an interactive mobile application for the Apple iPhone and Apple iPad devices. We are registered as an Apple developer and we plan on launching this application under our Apple SDK. We will also be introducing mobile development for the Google Android platform. We do not intend on developing applications for any RIM Blackberry mobile devices at this time. We may develop applications for RIM’s Blackberry devices in the near future. At this time, we are waiting for the latest OS version by RIM to further understand the revised architecture. We are currently in talks with several customers for the development of additional mobile applications.
Latin America Deal Aggregator
We have developed an in-house daily deal aggregator web application for the Brazilian market called CupomZilla.com.br. The platform is a sophisticated application that tracks all of the daily deals in Brazil offered by daily deal sites like Groupon, PeixeUrbano and Groupalia. We track these deals by using both application programming interface (“API”) and parsing technology. Daily deals are run through our databases and are presented on our website to subscribers whom are using our deal filtering technology to source daily deals of particular interest. Our platform aggregates thousands of deals from every credible daily deal website in Brazil. Instead of checking every single website on a daily basis, users have the option to use our easy-to-use service and to track all of their deals on our website. When a user wants to purchase a deal, they are re-directed to the deal originating website for the final purchase. We receive referral commissions on daily deal sites that offer API access and commission services. For those sites that do not provide API’s, we do not receive any commissions.
By tracking all of the daily deal sites, we are able to compile valuable data reports on the entire daily deal industry in Brazil. We plan to introduce our own deals in the future which we believe will generate revenue for the company. We therefore believe it is essential to fully understand the market, what sells and what doesn’t and, most importantly, to build a relevant purchasing audience. For this reason, we are currently offering our aggregator platform for free.
CupomZilla.com.br is currently fully operational and has several unique features. We offer a deal map which tracks all of the daily deals in every major city in Brazil. Users can view the map and track deals that are in close proximity to their location. This is a valuable tool for people who are looking for deals close to work, school or home. We also offer filtering by category, which allows users can track specific deal categories. For users who only want restaurant deals and are
not interested in any other offers, for example, the users can simply select “restaurants” and uncheck the other categories. The user will then instantly have the ability to scour through all of the active restaurant deals. Our platform also offers users the option to receive a daily deal email based on their selected categories.
We are currently developing additional technology which will take our platform mobile. As our focus is on emerging markets, we believe it is essential to offer this technology as more people in our current markets own mobile phones than they do printers. We plan to unveil electronic barcodes for our own daily deal offers and offer other unique services which are currently in the development stage.
Mingle Suite Application
On September 16, 2012, we entered into an Agreement with Kalim Kahn to acquire all rights to a social media software application known as “The Mingle Suite Application.” The Mingle Suite Application is a unique social media application that combines popular social media networks like Facebook, Twitter, Google+ and YouTube into one place. This will allow for seamless integration and ease of use for corporate clients looking for both an all-in-one solution for social media management, and a unique search engine optimization tool equipped with sophisticated analytics. The application was developed just over a year ago, and it is comparable to other popular social media platforms like HootSuite, Vitrue, Buddy Media & Radian6.
Our Agreement calls for a total purchase price of $250,000 to be paid for the Mingle Suite Application. The purchase price shall be paid as follows:
·
Issuance of 5,000,000 shares of our common stock, to be valued at $75,000; and
·
Issuance of a Promissory Note in the amount of $175,000, payable on or before October 1, 2014.
Our obligation to repay the Note in full will be conditional upon the seller generating a minimum of $500,000 in sales of the Mingle Suite Application on or before the due date of October 1, 2014. If the seller does not generate the minimum required sales, the Note shall be re-paid on a pro rata basis provided a minimum of $250,000 in sales is generated on or before the due date.
The complete agreement, which is filed herewith as an Exhibit, should be reviewed for additional information.
Employees
We currently have five employees in addition to various outside consultants and third party vendors.
Research and Development Expenditures
We have not incurred any research or development expenditures since our incorporation.
Patents and Trademarks
We do not own, either legally or beneficially, any patent or trademark.
Item 1A.
Item 1A. Risk Factors.
A smaller reporting company is not required to provide the information required by this Item.
Item 1B.
Item 1B. Unresolved Staff Comments
A smaller reporting company is not required to provide the information required by this Item.
Item 2.
Item 2. Properties
We do not currently own any real property.
Our Executive Offices
Our principal executive offices are located at, Ingram Drive, suite 128 Toronto, Ontario, Canada M6M 2L7. Our mailing address is the same. Our telephone number is 1-888-648-9366 EXT 2.
Item 3.
Item 3. Legal Proceedings
We are not currently a party to any legal proceedings. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.
Our agent for service of process in Delaware is Corporation Service Company, 2711 Centerville Rd., Suite 400, Wilmington, DE 19808.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of the Company's shareholders during the fiscal year ended June 30, 2012.
PART II
Item 5.
Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our common stock is currently quoted on the OTC Bulletin Board (“OTCBB”), which is sponsored by FINRA. The OTCBB is a network of security dealers who buy and sell stock. The dealers are connected by a computer network that provides information on current "bids" and "asks", as well as volume information. Our shares are quoted on the OTCBB under the symbol “MYRY.OB.”
The following table sets forth the range of high and low bid quotations for our common stock for each of the periods indicated as reported by the OTCBB. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.
On October 1, 2012, the last sales price per share of our common stock was $0.016.
Penny Stock
The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a market 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. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) 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 laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type size and format, as the SEC shall require by rule or regulation.
The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) 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 (d) a monthly account statement 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 as to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements may have the effect of reducing the trading activity for our common stock. Therefore, stockholders may have difficulty selling our securities.
Holders of Our Common Stock
As of October 2, 2012, we had 50,518,470 shares of our common stock issued and outstanding, held by 104 shareholders of record, as well as other stockholders who hold shares in street name.
Dividends
There are no restrictions in our articles of incorporation or bylaws that restrict us from declaring dividends. The Delaware General Corporation Law (the “DGCL”) provides that a corporation may pay dividends out of surplus, out the corporation's net profits for the preceding fiscal year, or both provided that there remains in the stated capital account an amount equal to the par value represented by all shares of the corporation's stock raving a distribution preference.
We have not declared any dividends, and we do not plan to declare any dividends in the foreseeable future.
Securities Authorized for Issuance under Equity Compensation Plans
On October 18, 2007, our Board of Directors approved the adoption of the 2007 Stock Option Plan of Ivany Mining, Inc. (the “Plan”). On July 24, 2008, we filed a Registration Statement on Form S-8 to register with the Securities and Exchange Commission (the “Commission”) 5,000,000 shares of our common stock, par value $0.001 per share, which may be issued by us upon the exercise of options granted, or other awards made, pursuant to the terms of the Plan. A copy of the Plan was filed as an exhibit with the Form S-8 on July 24, 2008. Options to purchase total of 5,000,000 shares are currently issued and outstanding under the plan, and there are therefore no remaining shares currently authorized but not awarded under the Plan.
Recent Sales of Unregistered Securities
On September 30, 2010, we issued 750,000 shares of common stock to General Research GmbH as compensation pursuant to the terms of our Investor Relations Agreement with that company.
On November 11, 2011, we issued 100,000 Units to a single investor at a price of $0.10 per Unit, for total subscription proceeds of $10,000. Each Unit consists of one share of common stock and one warrant to purchase one share of common stock at a price of $0.15, exercisable for a period of twelve months. The offer and sale of these securities was made pursuant to Rule 506 under Regulation D. All purchasers represented and warranted to us that they were “accredited investors” within the meaning of Rule 501, and we did not engage in any general solicitation or advertising.
On February 9, 2012, we issued 5,000,000 shares of common stock to Orca Capital GmbH as compensation for services to be performed under a Consulting Agreement.
On March 30, 2011, we issued 315,000 Units to three investors at a price of $0.10 per Unit, for total subscription proceeds of $31,500. Each Unit consists of one share of common stock and one warrant to purchase one share of common stock at a price of $0.15, exercisable for a period of twelve months. The offer and sale of these securities was made pursuant to Rule 506 under Regulation D. All purchasers represented and warranted to us that they were “accredited investors” within the meaning of Rule 501, and we did not engage in any general solicitation or advertising.
On April 26, 2012, we issued 41,131 Units to a single investor at a price of $0.10 per Unit, for total subscription proceeds of $4,113.10. Each Unit consists of one share of common stock and one warrant to purchase one share of common stock at a price of $0.15, exercisable for a period of twelve months. The offer and sale of these securities was made pursuant to Rule 506 under Regulation D. All purchasers represented and warranted to us that they were “accredited investors” within the meaning of Rule 501, and we did not engage in any general solicitation or advertising.
Item 6.
Item 6. Selected Financial Data
A smaller reporting company is not required to provide the information required by this Item.
Item 7.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered
in evaluating forward-looking statements and undue reliance should not be placed on such statements.
Results of Operations for the years ended June 30, 2012 and 2011.
We have earned total revenues in the amount of $74,769 during our fiscal year ended June 30, 2012. We incurred total expenses in the amount of $892,750, resulting in a net loss of $817,981 for the fiscal year ended June 30, 2012. Our operating expenses consisted of professional fees in the amount of $781,070, general and administrative expenses of $111,317, and depreciation in the amount of $363.
By comparison, during the fiscal year ended June 30, 2011, we generated no revenue and incurred total expenses and a net loss of $540,166. Our expenses during the fiscal year ended June 30, 2012 consisted of professional fees in the amount of $457,247, general and administrative expenses of $81,653, and depreciation of $1,266.
Our losses are attributable to operating expenses together with insufficient, but growing, revenues. We anticipate that both our operating expenses and our revenues will increase as we continue with our plan of operations.
Liquidity and Capital Resources
As of June 30, 2012, we had total current assets of $145,470, consisting of cash in the amount of $5,579 and prepaid expenses in the amount of 139,891. As June 30, 2012, we had current liabilities of $47,786, consisting of accounts payable in the amount of 22,662 and a payable due to a shareholder in the amount of $25,124. Accordingly, we had working capital of $97,684 as of June 30, 2012. We have not attained profitable operations and are dependent upon obtaining financing to pursue significant development and expansion of our planned search engine and social media marketing business. We will need to raise approximately $250,000 in new capital in the short-term to put together a working environment for our team to assemble together for efficient production and growth. Although we are engaged in efforts to raise additional equity capital, we currently do not have any firm arrangements for the required equity financing and we may not be able to obtain such financing when required, in the amount necessary, or on terms that are financially feasible.
Subsequent to the reporting period, on July 31, 2012, we obtained $42,500 in financing from Asher Enterprises, Inc. under the terms of a Convertible Promissory Note and related Securities Purchase Agreement. The Note issued to Asher Enterprises bears interest at a rate of 8% per year and is convertible at a conversion price equal to 55% of the Market Price of our common stock on the conversion date. For purposes of the Note, “Market Price” is defined as the average of the 3 lowest closing prices for our common stock on the 10 trading days immediately preceding the conversion date. The number of shares issuable upon conversion of the Note is limited so that the holder’s total beneficial ownership of our common stock may not exceed 4.99% of the total issued and outstanding shares. This condition may be waived at the option of the holder upon not less than 61 days notice.
Going Concern
We have not attained profitable operations and are dependent upon obtaining financing to pursue significant business development activities. We have a cumulative deficit of $11,722,021 since our inception and require capital for our contemplated operational and marketing activities to take place. Our ability to raise additional capital through the future issuances of the common stock is unknown. The obtainment of additional financing, the successful development of our contemplated plan of operations, and our transition, ultimately, to the attainment of profitable operations are necessary for us to continue operations. For these reasons, our auditors stated in their report that they have substantial doubt we will be able to continue as a going concern.
Purchase or Sale of Equipment
We do not expect to purchase or sell any plant or significant equipment.
Research and Development
We will not be conducting any product research or development during the next 12 months.
Off Balance Sheet Arrangements
As June 30, 2012, there were no off balance sheet arrangements.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
A smaller reporting company is not required to provide the information required by this Item.
Item 8.
Item 8. Financial Statements and Supplementary Data
See the financial statements annexed to this annual report.
Item 9.
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial
Disclosure
None
Item 9A.
Item 9A. Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in company reports filed or submitted under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our chief executive officer and treasurer, as appropriate to allow timely decisions
regarding required disclosure.
As required by Rules 13a-15 and 15d-15 under the Exchange Act, our chief executive officer and chief financial officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2012. Based on their evaluation, they concluded that our disclosure controls and procedures were ineffective.
Management is responsible for establishing and maintaining adequate internal control over our financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act). Our internal control over financial reporting is a process designed by, or under the supervision of, our chief executive officer and chief financial officer and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with the authorization of our board of directors and management; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
Under the supervision and with the participation of our management, including our chief executive officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this evaluation under the criteria established in Internal Control - Integrated Framework, our management concluded that our internal control over financial reporting was ineffective as of June 30, 2012.
Management determined that the material weaknesses that resulted in controls being ineffective are primarily due to lack of resources and number of employees. Material weaknesses exist in the segregation of duties required for effective controls and various reconciliation and control procedures not regularly performed due to the lack of staff and resources.
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 pursuant to an exemption for non-accelerated filers set forth in Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act.
During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting that has materially affected or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B.
Item 9B. Other Information
None
PART III
Item 10.
Item 10. Directors, Executive Officers and Corporate Governance
Our executive officers and directors and their respective ages as of October 6, 2010 are as follows:
Name
Age
Position(s) and Office(s) Held
Derek Ivany
President, Chief Executive Officer, Chief Financial Officer, and Director
Leandro Dumlao
Director
Hercules Galang
Director
Set forth below is a brief description of the background and business experience of each of our current executive officers and directors.
Derek Ivany. Mr. Ivany was appointed to our board of directors on September 15, 2005 and was appointed as our Chief Executive Officer and Chief Financial Officer on November 29, 2005. Mr. Ivany’s business experience has been focused in the area of technical services. Since March 2000, Mr. Ivany has acted as a consultant in the technical services area to TransEuro Energy Corp. In September 2004, Mr. Ivany co-founded Indochina Securities Inc. Mr. Ivany was formerly a director of two public companies in Canada, Star Uranium Corp. and Hi Ho Silver Resources.
Leandro Dumlao. Mr. Dumlao was appointed as a Director on July 29, 2011. He has been specializing in the area of search engine optimization (SEO) and search engine marketing (SEM) for the last 8 years, where most recently he developed the entire media program and strategy for FanXchange, where he served as Senior Manager. Mr. Dumlao has also built and managed the online marketing strategy and design architecture for Hewlett Packard Canada and has managed various projects as creative lead for several technology firms over the last 9 years.
Hercules Galang. Mr. Galang was appointed as a Director on July 29, 2011. He has worked for TD Bank for the last 17 years. At TD Bank, he worked his way up from an entry level position to Financial Planner for TD Waterhouse. Thereafter, he has continued at TD Bank as a Mortgage Specialist, a position in which he has won the Gold Club membership 3 years in a row, Platinum Club member for 2 years in a row, and presently holds the Paragon Sales Award representing the top 2% in all of Canada. In 2010, Mr. Galang completed over $86 million in booked mortgage volume.
Directors
Our bylaws authorize no less than one (1) director. We currently have three Directors.
Term of Office
Our Directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.
Family Relationships
There are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors or executive officers.
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, executive officer, or employee: (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 competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her 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 SEC 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.
Audit Committee
We do not have a separately-designated standing audit committee. The entire board of directors performs the functions of an audit committee, but no written charter governs the actions of the board of directors when performing the functions of that would generally be performed by an audit committee. The board of directors approves the selection of our independent accountants and meets and interacts with the independent accountants to discuss issues related to financial reporting. In addition, the board of directors reviews the scope and results of the audit with the independent accountants, reviews with management and the independent accountants our annual operating results, considers the adequacy of our internal accounting procedures and considers other auditing and accounting matters including fees to be paid to the independent auditor and the performance of the independent auditor.
We do not have an audit committee financial expert because of the size of our company and our board of directors at this time. We believe that we do not require an audit committee financial expert at this time because we retain outside consultants who possess these attributes.
For the fiscal year ending June 30, 2012, the board of directors:
1.
Reviewed and discussed the audited financial statements with management, and
2.
Reviewed and discussed the written disclosures and the letter from our independent auditors on the matters relating to the auditor's independence.
Based upon the board of directors’ review and discussion of the matters above, the board of directors authorized inclusion of the audited financial statements for the year ended June 30, 2012 to be included in this Annual Report on Form 10-K and filed with the Securities and Exchange Commission.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our directors and executive officers and persons who beneficially own more than ten percent of a registered class of the Company’s equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent beneficial shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. To the best of our knowledge based solely on a review of Forms 3, 4, and 5 (and any amendments thereof) received by us during or with respect to the year ended June 30, 2006, the following persons have failed to file, on a timely basis, the identified reports required by Section 16(a) of the Exchange Act during fiscal year ended June 30, 2011:
Name and principal position
Number of
late reports
Transactions not
timely reported
Known failures to
file a required form
Derek Ivany
Victor Cantore, former officer and director
Sam Nguyen, former officer and director
Code of Ethics
As of June 30, 2012, we had not adopted a Code of Ethics for Financial Executives, which would include our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.
Item 11.
Item 11. Executive Compensation
Compensation Discussion and Analysis
We do not currently have a fixed compensation arrangement with our sole executive officer, Derek Ivany. During the fiscal year ended June 30, 2012, we did not pay Mr. Ivany any compensation due to financial constraints.
On July 29, 2011, under the terms of the 2007 Stock Option Plan, we awarded each of our newly-appointed directors, Leandro Dumlao and Hercules Galang, immediately vested options to purchase 1,500,000 shares of our common stock at an exercise price of $0.10 per share. These options are exercisable for a period of two years. The issuance of these options was intended to provide a balance of incentives for our officers by providing the potential for net value to the officers upon an immediate increase in the value of the company, while also allowing an opportunity for the officers to earn greater value by way of a larger and sustained increase in the value of the company over time. We may consider additional options issues during the current fiscal year.
Summary Compensation Table
The table below summarizes all compensation awarded to, earned by, or paid to each named executive officer for our last two completed fiscal years for all services rendered to us.
Narrative Disclosure to the Summary Compensation Table
Per their prior consulting agreements with the Company, our Chief Executive Officer, Derek Ivany, and our former Chief Financial Officer, Victor Cantore, were paid cash compensation of $72,000 each during the fiscal year ended June 30, 2011, exclusive of reimbursement of expenses incurred by these officers. Derek Ivany, our current CEO and CFO, was not paid any compensation during the fiscal year ended June 30, 2012.
Outstanding Equity Awards At Fiscal Year-end Table
The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officer outstanding as of the end of our last completed fiscal year.
Compensation of Directors Table
The table below summarizes all compensation paid to our directors for our last completed fiscal year.
Narrative Disclosure to the Director Compensation Table
Our directors do not currently receive any cash compensation from the Company for their service as members of the Board of Directors of the Company.
As discussed above, on July 29, 2011, under the terms of the 2007 Stock Option Plan, we awarded directors Leandro Dumlao and Hercules Galang, immediately vested options to purchase 1,500,000 shares of our common stock at an exercise price of $0.10 per share. These options are exercisable for a period of two years.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of October 2, 2012, the beneficial ownership of our common stock by each executive officer and director, by each person known by us to beneficially own more than 5% of the our common stock and by the executive officers and directors as a group. Except as otherwise indicated, all shares are owned directly and the percentage shown is based on 50,518,470 shares of common stock issued and outstanding on October 2, 2012.
Title of class
Name and address
of beneficial owner
Amount of
beneficial ownership
Percent
of class*
Common
Derek Ivany
7 Ingram Drive Suite 128
Toronto Ontario M6M 2L7
Canada
6,112,020(1)
12.10%
Common
Leandro Dumlao
7 Ingram Drive, Suite 128
Toronto, Ontario, Canada M6M 2L7
1,500,000(2)
2.97%
Common
Hercules Galang
7 Ingram Drive, Suite 128
Toronto, Ontario, Canada M6M 2L7
1,500,000(3)
2.97%
Common
Total all executive officers and directors
9,112,020
18.04%
Common
5% Shareholders
Common
Firebird Global Master Fund, Ltd.
c/o Trident Trust Company (Cayman) Limited
1 Capital Place, P.O. Box 847
Grand Cayman, Cayman Islands
FGS Advisors, LLC, Investment Manager
5,000,000(4)
9.90%
Common
Arclight Capital, LLC
2062 Troon Drive
Henderson, NV 89074
Andrew C. Burton, Managing Member
2,591,552(5)
5.13%
Common
Spectra Capital Management, LLC
595 Madison Avenue, 37th Floor
New York, NY 10022
Gregory I. Porges, Managing Member
Andrew C. Burton, Manager
2,650,395(6)
5.25%
Common
Victor Cantore
8720 Rue Du Frost
St. Leonard, Quebec H1P 2Z5
5,104,001
10.10%
Common
Sam Nguyen
50 Noble St.
Markham, Ontario L3R 8G1
4,020,000
7.96%
Common
Anna Giglio
8720 Rue Du Frost
St. Leonard, Quebec H1P 2Z5
Canada
3,000,000
5.94%
(1)
Included in the calculation of the beneficial ownership for Mr. Ivany are 112,020 shares held in street name.
(2)
Included in the calculation of the beneficial ownership for Mr. Dumlao are options to purchase 1,500,000 shares of common stock at an exercise price of $0.10. These options are immediately exercisable and expire on July 29, 2013.
(3)
Included in the calculation of the beneficial ownership for Mr. Galang are options to purchase 1,500,000 shares of common stock at an exercise price of $0.10. These options are immediately exercisable and expire on July 29, 2013.
(4)
FGS Advisors, LLC (“FGS”) serves and the Investment Manager of Firebird Global Master Fund, Ltd. (“Firebird”) and controls the investment and trading activities of Firebird. James Passin and Harvery Sawikin are managers and controlling principals of FGS. In their respective capacities, FGS, Mr. Passin, and Mr. Sawikin exercise voting and investment power with respect to the securities held by Firebird.
(5)
Andrew C. Burton is the Managing Member of Arclight Capital, LLC (“Arclight”). In his capacity as Managing Member of Arclight, Mr. Burton exercises voting and investment power with respect to the securities held by Arclight
(6)
Gregory I. Porges is the Managing Member of Spectra Capital Management, LLC (“Spectra”). Andrew C. Burton is the Manager of Spectra. In their capacities as the Managing Member and Manager, respectively, of Spectra, Mr. Porges and Mr. Burton exercise voting and investment power with respect to the securities held by Spectra.
*The percentages shown reflect immediately exercisable options and warrants held by the named shareholders, as well as the current issued and outstanding common stock held by these shareholders, divided by the total number of actual shares currently issued and outstanding.
As used in this table, "beneficial ownership" means the sole or shared power to vote, or to direct the voting of, a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of, a security). In addition, for purposes of this table, a person is deemed, as of any date, to have "beneficial ownership" of any security that such person has the right to acquire within 60 days after such date.
The persons named above have full voting and investment power with respect to the shares indicated. Under the rules of the Securities and Exchange Commission, a person (or group of persons) is deemed to be a "beneficial owner" of a security if he or she, directly or indirectly, has or shares the power to vote or to direct the voting of such security, or the power to dispose of or to direct the disposition of such security. Accordingly, more than one person may be deemed to be a beneficial owner of the same security. A person is also deemed to be a beneficial owner of any security, which that person has the right to acquire within 60 days, such as options or warrants to purchase our common stock.
Disclosure of Commission Position of Indemnification for Securities Act Liabilities
In accordance with the provisions in our articles of incorporation, we will indemnify an officer, director, or former officer or director, to the full extent permitted by law.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of us in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
Item 13.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Except as set forth below, none of our directors or executive officers, nor any proposed nominee for election as a director, nor any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to all of our outstanding shares, nor any members of the immediate family (including spouse, parents, children, siblings, and in-laws) of any of the foregoing persons has any material interest, direct or indirect, in any transaction since our incorporation or in any presently proposed transaction which, in either case, has or will materially affect us:
1.
On July 29, 2011, under the terms of the 2007 Stock Option Plan, we awarded each of our newly-appointed directors, Leandro Dumlao and Hercules Galang, immediately vested options to purchase 1,500,000 shares of our common stock at an exercise price of $0.10 per share. These options are exercisable for a period of two years.
Item 14.
Item 14. Principal Accounting Fees and Services
Below is the table of Audit Fees (amounts in US$) billed by our auditor in connection with the audit of the Company’s annual financial statements for the years ended:
Financial Statements for the Year Ended June 30
Audit Services
Audit Related Fees
Tax Fees
Other Fees
$11,750
$0
$0
$0
$5,200
$0
$0
$0
PART IV
Item 15.
Item 15. Exhibits, Financial Statements Schedules
Index to Financial Statements Required by Article 8 of Regulation S-X:
Silberstein Ungar, PLLC CPAs and Business Advisors
Phone (248) 203-0080
Fax (248) 281-0940
30600 Telegraph Road, Suite 2175
Bingham Farms, MI 48025-4586
www.sucpas.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Boards of Directors
Myriad Interactive Media, Inc.
Toronto, Ontario, Canada
We have audited the accompanying balance sheets of Myriad Interactive Media, Inc. (formerly Ivany Nguyen, Inc.), as of June 30, 2012 and 2011, and the related statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Myriad Interactive Media, Inc. (formerly Ivany Nguyen, Inc.), as of June 30, 2012 and 2011 and the results of its operations and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that Myriad Interactive Media, Inc. (formerly Ivany Nguyen, Inc.) will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has incurred losses from operations, has negative working capital and is in need of additional capital to grow its operations so that it can become profitable. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regard to these matters are described in Note 2. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Silberstein Ungar, PLLC
Silberstein Ungar, PLLC
Bingham Farms, Michigan
September 27, 2012
MYRIAD INTERACTIVE MEDIA, INC.
(fka IVANY NGUYEN, INC.)
Notes to the Financial Statements
June 30, 2012 and 2011
NOTE 1 - DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES
Description of Business
Myriad Interactive Media, Inc. (Fka Ivany Mining, Inc.) (referred to as the “Company”) is an interactive marketing and development firm based in Toronto, Canada. The Company designs and develops customized marketing plans, social media marketing campaigns, pay per click, and search engine marketing. The Company also develops in house web and mobile applications. The Company’s marketing division is focused on search engine marketing and Pay Per Click campaigns. The Company’s design team specializes in full design services ranging from print media to website design. The Company’s web development team specializes in full web development solutions from custom high-end database development to standard design.
History
The Company was incorporated in Nevada on April 23, 1990, as Investor Club of the United States. The name was changed to Noble Financing Group Inc. (in 1992), then to Newman Energy Technologies Incorporated (1998), then World Star Asia, Inc. (1998), Comgen Corp. (1998) and then to Planet411.com Corporation on February 11, 1999 to reflect its then current business objectives. Planet411.com Inc. was incorporated on July 13, 1999. Planet411.com Corporation was merged with and into Planet411.com Inc. (referred to as the “Company”) on October 6, 1999 for the sole purpose of changing the Company's jurisdiction of incorporation to Delaware. On July 18, 2007, the Company filed a Certificate of Merger with the Secretary of State of Delaware in order to effectuate a merger whereby the Company (as Planet411.com Inc.) would merge with its wholly-owned subsidiary, Ivany Mining Inc., as a parent/ subsidiary merger with the Company as the surviving corporation. This merger, which became effective as of July 18, 2007, was completed pursuant to Section Title 8, Section 251(c) of the Delaware General Corporation Law. Upon completion of this merger, the Company's name was changed to "Ivany Mining Inc." and the Company's Articles of Incorporation have been amended to reflect this name change. On February 16, 2010 the Company’s name was changed to Ivany Nguyen, Inc. On July 6, 2011 the Company’s name was changed to Myriad Interactive Media, Inc.
Definition of Fiscal Year
The Company’s fiscal year end is June 30.
Use of Estimates
The preparation of audited financial statements in conformity with accounting principles generally accepted in the United States 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 amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Reclassification of Financial Statement Accounts
Certain amounts in the June 30, 2011 financial statements have been reclassified to conform to the presentation in the June 30, 2012 financial statements.
Cash and Cash Equivalents
For purposes of financial statement presentation, the Company considers all highly liquid investments with a maturity of three months or less, from the date of purchase, to be cash equivalents.
Concentration of Risk
Financial instruments, which potentially subject us to concentrations of credit risk, consist principally of cash. Our cash balances are maintained in accounts held by major banks and financial institutions located in the United States. The Company occasionally maintains amounts on deposit with a financial institution that are in excess of the federally insured limits . The risk is managed by maintaining all deposits in high quality financial institutions.
Property and Equipment
Property and equipment is recorded at cost less accumulated depreciation. Depreciation and amortization is calculated using the straight-line method over the expected useful life of the asset, after the asset is placed in service.
MYRIAD INTERACTIVE MEDIA, INC.
(fka IVANY NGUYEN, INC.)
Notes to the Financial Statements
June 30, 2012 and 2011
NOTE 1 - DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES (CONTINUED)
Fair Value of Financial Instruments
The Company has adopted ASC 805, “Disclosure About Fair Value of Financial Instruments”, which requires the Company to disclose, when reasonably attainable, the fair market values of its assets and liabilities which are deemed to be financial instruments. The carrying amounts and estimated fair values of the Company’s financial instruments approximate their fair value due to the short-term nature.
Revenue Recognition Policy
The Company recognizes revenues when the services are completed and accepted by the customer.
Advertising Costs
The Company expenses all costs of advertising as incurred. There were no advertising costs included in selling and marketing expenses during the reported periods.
Share-Based Compensation
The Company follows the provisions of ASC 718, “Share-Based Payment” which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. The Company uses the Black-Scholes pricing model for determining the fair value of stock based compensation.
Equity instruments issued to non-employees for goods or services are accounted for at fair value and are marked to market until service is complete or a performance commitment date is reached, whichever is earlier.
Earnings (loss) per Share
Basic earnings (loss) per share exclude any dilutive effects of options, warrants and convertible securities. Basic earnings (loss) per share is computed using the weighted-average number of outstanding common stocks during the applicable period. Diluted earnings per share is computed using the weighted-average number of common and common stock equivalent shares outstanding during the period. Common stock equivalent shares are excluded from the computation if their effect is antidilutive.
Income Taxes
The Company provides for income taxes under ASC 740 which requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. The Company’s predecessor operated as entity exempt from Federal and State income taxes.
ASC 740 also requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.
The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate of 39% to net loss before provision for income taxes for the following reasons:
MYRIAD INTERACTIVE MEDIA, INC.
(fka IVANY NGUYEN, INC.)
Notes to the Financial Statements
June 30, 2012 and 2011
NOTE 1 - COMPANY BACKGROUND AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Income Taxes (continued)
Net deferred tax assets consist of the following components as of:
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of $8,828,513 for federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years.
Prepaid Expenses
On January 31, 2012, the Company issued 5,000,000 shares of its common stock valued at $800,000 under a 6 months consulting agreement. The Company is amortizing the value of the shares over the term of the contract leaving a balance of $139,891 as prepaid expense as of June 30, 2012.
Recent Accounting Pronouncements
The Company has evaluated recent accounting pronouncements and their adoption has not had or is not expected to have a material impact on the Company’s financial position or statements of operations or cash flows.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE 3 - RELATED PARTY TRANSACTIONS
During the years ended June 30, 2012 and 2011 the Company paid $96,457 and $320,587 in combined fees and expense reimbursements to its executive officers.
The Company has an amount due to shareholders of $25,124 and $527 as of June 30, 2012 and 2011, respectively. The amount is for the reimbursement of expenses paid for the Company by the shareholder and amounts loaned to help fund operations.
MYRIAD INTERACTIVE MEDIA, INC.
(fka IVANY NGUYEN, INC.)
Notes to the Financial Statements
June 30, 2012 and 2011
NOTE 4 - PROPERTY AND EQUIPMENT
The Company’s property and equipment are comprised of the following on June 30, 2012 and 2011:
Depreciation expense for the years ended June 30, 2012 and 2011 was $355 and $1,266, respectively.
NOTE 5 - CAPITAL STOCK TRANSACTIONS
Preferred stock
The authorized preferred stock is 10,000,000 shares with a par value of $0.001. As of June 30, 2011, the Company has no shares of preferred stock issued or outstanding.
Common stock
The authorized common stock is 200,000,000 shares with a par value of $0.001. As of June 30, 2012 and 2011, 50,518,470 and 44,206,877 shares were issued and outstanding, respectively.
During the year ended June 30, 2011, the Company issued 550,000 shares of common stock for $55,000 cash to warrant holders upon the exercise of the warrants. The Company also issued 750,000 shares of common stock to a consultant for services performed. The stock was valued at $75,000 based on the per share trading price on the grant date. The Company also issued 400,000 shares of common stock to two consultants for consulting services to be provided over a term of one year. The stock was valued at $80,000 based on the per share trading price on the grant date. The services are being expensed over the twelve month contract. The remaining balance of the prepaid consulting fees was $26,630 as of June 30, 2011. During the year ended June 30, 2011, the Company also issued 3,000,000 shares of common stock with 3,000,000 attached warrants for cash proceeds of $300,000. The warrants are exercisable for a two year period at an exercise price of $0.15. The Company valued these warrants using the Black-Scholes valuation model using the assumptions detailed in footnote 7 and attributed a total of $148,377 of the total $300,000 proceeds to the warrants based on their relative fair value.
During the year ended June 30, 2012, the Company issued 456,131 shares of common stock with 456,131 attached warrants for $45,613. The warrants are exercisable for a one year period at an exercise price of $0.15. The Company valued these warrants using the Black-Scholes valuation model using the assumptions detailed in footnote 7 and attributed a total of $26,007 of the total $45,613 proceeds to the warrants based on their relative fair value. The Company also issued 5,000,000 shares of common stock to a consultant for services performed. The stock was valued at $800,000 based on the per share trading price on the grant date. The services are being expensed over the twelve month contract. The remaining balance of the prepaid consulting fees was $139,891 as of June 30, 2012. The Company also issued 855,462 shares of common stock to its legal counsel as payment for services previously provided. The stock was valued at $85,546 based on the per share trading price on the grant date. 1
NOTE 6 - STOCK OPTIONS AND WARRANTS
The estimated value of the compensatory common stock purchase warrants granted to non-employees in exchange for services and financing expenses is determined using the Black-Scholes evaluation model. During the years ended June 30, 2012 and 2011 no compensatory common stock purchase options were granted.
During the year ended June 30, 2011, the Company issued 3,000,000 warrants in conjunction with common stock sold for cash. These warrants have a two year life and an exercise price of $0.15. The Company calculated a relative fair value for these warrants based on a volatility of 142% to 147%, a risk-free interest rate of .37% and a stock price on the date of issuance of $0.12 to $0.20.
MYRIAD INTERACTIVE MEDIA, INC.
(fka IVANY NGUYEN, INC.)
Notes to the Financial Statements
June 30, 2012 and 2011
NOTE 6 - STOCK OPTIONS AND WARRANTS (CONTINUED)
During the year ended June 30, 2012, the Company issued 456,131 warrants in conjunction with common stock sold for cash. These warrants have a one year life and an exercise price of $0.15. The Company calculated a relative fair value for these warrants based on a volatility of 300% to 330%, a risk-free interest rate of .37% and a stock price on the date of issuance of $0.08 to $0.20. Changes in stock options during the years ended June 30, 2012 and 2011 are as follows:
Changes in stock purchase warrants during the years ended June 30, 2012 and 2011 are as follows:
MYRIAD INTERACTIVE MEDIA, INC.
(fka IVANY NGUYEN, INC.)
Notes to the Financial Statements
June 30, 2012 and 2011
NOTE 7 - COMMITMENTS AND CONTINGENCIES
The Company neither owns nor leases any real or personal property. An officer has provided office services without charge. There is no obligation for the officer to continue this arrangement. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.
On June 21, 2010 the Company entered into a consulting agreement with a third party wherein the Company agreed to pay EUR 5,000 per month in exchange for consulting services. This agreement was effective through June 21, 2011.
On March 30, 2012 the Company issued 855,462 shares of its common stock to its legal counsel for services rendered. The settlement agreement provides that the Company will pay the difference between the liability settled in shares and the net proceeds from the sale of the shares if the net proceeds is less than the liability settled. As of June 30, 2012 the Company had a contingent liability of approximately $0.09 per share or $76,992 to its legal counsel.
NOTE 8 - SUBSEQUENT EVENTS
On August 1, 2012, the Company entered into a consulting agreement requiring payments of $25,000 in month 1 and $32,000 in months 2 through 6. The fee may be paid in cash or shares of the Company’s common stock.
On July 31, 2012, the Company obtained $42,500 in financing from Asher Enterprises, Inc. under the terms of a Convertible Promissory Note and related Securities Purchase Agreement. The Convertible Promissory Note bears interest at a rate of 8% per year and is convertible at a conversion price equal to 55% of the market price of the Company’s common stock on the conversion date.
On September 16, 2012, the Company entered into an Agreement to acquire all rights to a social media software application known as “The Mingle Suite Application.” The Agreement calls for a total purchase price of $250,000 to be paid as follows:
·
Issuance of 5,000,000 shares of our common stock, to be valued at $75,000; and
·
Issuance of a Promissory Note in the amount of $175,000, payable on or before October 1, 2014.
The Company’s obligation to repay the Note in full is conditional upon the seller generating a minimum of $500,000 in sales of the Mingle Suite Application on or before the due date of October 1, 2014. If the seller does not generate the minimum required sales, the Note shall be re-paid on a pro rata basis provided a minimum of $250,000 in sales is generated on or before the due date.
The Company has analyzed its operations subsequent to June 30, 2012 through the date of this report and has determined that there are no additional material subsequent events to disclose.
Exhibit Number
Description
3.1
Articles of Incorporation, as amended (1)
3.2
Bylaws, as amended (2)
10.1
Stock Option Agreement with Leandro Dumlao(3)
10.2
Stock Option Agreement with Hercules Galang(3)
10.3
Agreement with Edgewater Wireless Systems, Inc.(4)
10.4
Convertible Promissory Note to Asher Enterprises, Inc. dated July 31, 2012
10.5
Note Purchase Agreement with Asher Enterprises, Inc. dated July 31, 2012
10.6
Agreement with Kalim Khan dated September 19, 2012
10.7
Consulting Agreement with Green International Group
23.1
Consent of Silberstein Ungar, PLLC
31.1
Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Incorporated by reference to Annual Report on Form 10-KSB for the period ended June 30, 2002 filed on December 19, 2002.
Incorporated by reference to the Registration Statement on Form 10 filed December 28, 1999.
Incorporated by reference to Annual Report on Form 10-K for the period ended June 30, 2011, filed October 26, 2011.
Incorporated by reference to Quarterly Report on Form 10-Q for the period ended December 31, 2011, filed February 14, 2012.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Myriad Interactive Media, Inc.
By:
_/s/ Derek Ivany__________________
Derek Ivany
President, Chief Executive Officer, Chief Financial Officer,
and Director
October 15, 2012
In accordance with Section 13 or 15(d) of 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:
By:
_/s/ Derek Ivany__________________
Derek Ivany
President, Chief Executive Officer, Chief Financial Officer
and Director
October 15, 2012
By:
_/s/ Leandro Dumlao________________
Leandro Dumlao, Director
October 15, 2012
By:
_/s/ Hercules Galang_________________
Hercules Galang, Director
October 15, 2012