ITEM 1. BUSINESS
Description of Business
Green Bikes Rental Corporation was incorporated on December 17, 2007, under the laws of the State of Nevada, as a development stage company. On January 7, 2010, the Company amended its Articles of Incorporation to change the name of Green Bikes Rental Corporation to Affinity Mediaworks Corp. We are a start-up corporation and have not yet generated or realized any revenues from our business operations.
Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin our operations. As of January 31, 2013 we had cash of $0. Our current cash holdings will not satisfy our liquidity requirements and we will require additional financing to pursue our planned business activities
Our current principal business activity is to seek a suitable candidate to consummate an acquisition, merger or other suitable business combination method. More specifically, we are seeking the consummation of a merger, acquisition or other business combination transaction with a privately owned entity seeking to become a publicly owned entity. As a “reporting company,” we may be more attractive to a private target because our common stock is eligible to be quoted on the OTC Bulletin Board. However, there is no assurance that we will be quoted on the OTC Bulletin Board.
It is the intent of management and our significant stockholder, Cortland Communications LLC to provide sufficient working capital necessary to support and preserve the integrity of the corporate entity. However, there is no legal obligation for either management or our significant stockholder, Cortland Communications LLC to provide additional future funding. Should this pledge fail to provide financing and we have not identified any alternative sources of funding. There will be substantial doubt about our ability to continue as a going concern.
Our need for capital may change dramatically because of any business acquisition or combination transaction. There can be no assurance that we will identify any such business, product, technology or company suitable for acquisition in the future. Further, there can be no assurance that we will be successful in consummating any acquisition on favorable terms or that we will be able to profitably manage the business, product, technology or company we acquire.
As a "reporting company," we may be more attractive to a private acquisition target because our common stock is eligible to be quoted on the OTC Bulletin Board although there is no assurance it will be quoted. As a result of filing this registration statement, we will be obligated to file with the Securities and Exchange Commission (the "Commission") certain periodic reports, including an annual report containing audited financial statements. We anticipate that we will continue to file such reports as required under the Exchange Act.
On April 30, 2008, we filed a Registration Statement on Form 10SB , or the “Registration Statement”, with the Securities and Exchange Commission, or the SEC, to register our common stock under Section 12(g) of the Securities Exchange Act of 1934, as amended, or the Exchange Act. The Registration Statement went effective on May 12, 2008, or the Effective Date. Since the Effective Date of the Registration Statement, we have become a reporting company under the Securities Exchange Act and are responsible for preparing and filing periodic and current reports under the Exchange Act with the SEC.
Any person or entity may read and copy our reports with the Securities and Exchange Commission at the SEC's Public Reference Room at 100 F Street N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Room by calling the SEC toll free at 1-800-SEC-0330. The SEC also maintains an Internet site at http://www.sec.gov where reports, proxies and informational statements on public companies may be viewed by the public.
Research and Development
We have not spent any amounts on research and development activities during the year ended January 31, 2013. We anticipate that we will not incur any expenses on research and development over the next 12 months. Our planned expenditures on our operations or a business combination are summarized under the section of this annual report entitled “Management’s Discussion and Analysis of Financial Position and Results of Operations”.
Intellectual Property
As of January 31, 2013 we did not own any intellectual property.
Employees
The company does not have any employees. Mark Gleason is our President, Secretary, Chief Executive Officer, and Chief Financial Officer and does not have an employment agreement.
ITEM 1.A - RISK FACTORS
Not applicable.
ITEM 2.
ITEM 2. - LEGAL PROCEEDINGS
Not Applicable.
ITEM 3.
ITEM 3. - PROPERTIES
We currently maintain a mailing address at 5460 Lake Road Tully, New York 13159.
Our telephone number there is (315) 727-5788.
Other than this mailing address, we do not currently maintain any other office facilities, and do not anticipate the need for maintaining office facilities at any time in the near future. We pay no rent or other fees for the use of the mailing address as these offices are used virtually full-time by other businesses of our President, Mr. Passalaqua. It is likely that we will not establish an office until we have completed a business acquisition transaction, but it is not possible to predict that arrangements will actually be made with respect to future office facilities.
We currently have no policy with respect to investments or interests in real estate, real estate mortgages or securities of, or interests in, persons primarily engaged in real estate activities.
ITEM 4.
ITEM 4. - MINE SAFETY DISCLOSURES
Not Applicable.
PART II
ITEM 5.
ITEM 5. - MARKET FOR REGISTRANT’S RELATED STOCKHOLDER MATTERS AND SMALL BUISNESS ISSUER PURCHASES OF EQUITY SECURITIES
(a) Market Information. There is a limited trading market for our common stock at present and there has been minimal trading market to date. On October 17, 2008, our shares began trading on FINRA’s Over-The-Counter Bulletin Board (the “OTC Bulletin Board”) under the symbol “GBKR.” On January 30, 2009 our symbol was changed to “AFFW” to reflect our name change. There is a limited public market for our common stock. The market for our stock is highly volatile. We cannot assure you that there will be a market in the future for our common stock.
OTC Bulletin Board securities are not listed and traded on the floor of an organized national or regional stock exchange. Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting dealers in stocks. OTC Bulletin Board issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.
Our common stock is classified as a penny stock and as such, broker dealers dealing in our common stock will be subject to the disclosure rules for transactions involving penny stocks, which require the broker dealer to determine if purchasing our common stock is suitable for a particular investor. The broker dealer must also obtain the written consent of purchasers to purchase our common stock. The broker dealer must also disclose the best bid and offer prices available for our stock and the price at which the broker dealer last purchased or sold our common stock. These additional burdens imposed on broker dealers may discourage them from effecting transactions in our common stock, which could make it difficult for an investor to sell their shares
(b) Holders. As of January 31, 2013 there were approximately 52 record holders of 100,046 shares of the Company's common stock.
(c) Dividend Policy. We have not declared or paid any cash dividends on our common stock and we do not intend to declare or pay any cash dividend in the foreseeable future. The payment of dividends, if any, is within the discretion of our Board of Directors and will depend on our earnings, if any, our capital requirements and financial condition and such other factors as our Board of Directors may consider.
(d) Securities Authorized for Issuance Under Equity Compensation Plans. We have not authorized the issuance of any of our securities in connection with any form of equity compensation plan.
(e) Recent Sale of Unregistered Securities. None.
(f) Transfer Agent.
Island Stock Transfer
15500 Roosevelt Boulevard, Suite 301
Clearwater, Florida 33760
Phone: 727-289-0010
Fax: 727-289-0069
ITEM 6.
ITEM 6. - SELECTED FINANCIAL DATA
Not required for a smaller reporting company.
ITEM 7.
ITEM 7. - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GOING CONCERN QUALIFICATION
Several conditions and events cast substantial doubt about the Company’s ability to continue as a going concern. The Company has incurred net losses of approximately $2,678,510 for the period from December 17, 2007 (inception) to January 31, 2013, has limited revenues and requires additional financing in order to finance its business activities on an ongoing basis. The Company’s future capital requirements will depend on numerous factors including, but not limited to, continued progress in finding a merger candidate and the pursuit of business opportunities. The Company is actively pursuing alternative financing and has had discussions with various third parties, although no firm commitments have been obtained. In the interim, shareholders of the Company have committed to meeting its minimal operating expenses. Management believes that actions presently being taken to revise the Company’s operating and financial requirements provide them with the opportunity to continue as a going concern. At January 31, 2012, we had $6 cash on hand and a deficit accumulated during the development stage of $981,175. At January 31, 2013, we had $0 cash on hand and a deficit accumulated during the development stage of $2,678,510. See “Liquidity and Capital Resources.”
LIMITED OPERATION HISTORY, NEED FOR ADDITIONAL CAPITAL
There is no historical financial information about us upon which to base an evaluation of our performance. We are in development stage operations and have not yet generated any revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns.
We have no assurance that future financing will be available to us on acceptable terms. If financing is not available to us on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to our existing shareholders.
CRITICAL ACCOUNTING POLICIES & ESTIMATES
The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make judgments, assumptions and estimates that affect the amounts reported in our consolidated financial statements and accompanying notes. We base our estimates and judgments on historical experience and on various other assumptions that we believe are reasonable under the circumstances. However, future events are subject to change, and the best estimates and judgments routinely require adjustment. The amounts of assets and liabilities reported in our balance sheet, and the amounts of revenues and expenses reported for each of our fiscal periods, are affected by estimates and assumptions which are used for, but not limited to, the accounting for allowance for doubtful accounts, goodwill and intangible asset impairments, restructurings, inventory and income taxes. Actual results could differ from these estimates. The following critical accounting policies are significantly affected by judgments, assumptions and estimates used in the preparation of our consolidated financial statements.
Revenue Recognition
Revenue is recognized when it is realized or realizable and earned. We consider revenue realized or realizable and earned when persuasive evidence of an arrangement exists, services have been provided, and collectability is reasonably assured. Revenue that is billed in advance such as recurring weekly or monthly services are initially deferred and recognized as revenue over the period the services are provided.
Use of Estimates
The preparation of the financial statements in conformity with 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 amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Basic and diluted net loss per share calculations are calculated on the basis of the weighted average number of common shares outstanding during the year. The per share amounts include the dilutive effect of common stock equivalents in years with net income. Basic and diluted loss per share is the same due to the anti-dilutive nature of potential common stock equivalents.
Off-Balance Sheet Arrangements
We have no significant 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 stockholders.
Inflation
The amounts presented in the financial statements do not provide for the effect of inflation on our operations or financial position. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.
LIQUIDITY AND CAPITAL RESOURCES
It is the belief of management that sufficient working capital necessary to support and preserve the integrity of the corporate entity will be present. However, there is no legal obligation for either management or significant stockholders to provide additional future funding. Should this pledge fail to provide financing, we have not identified any alternative sources. Consequently, there is substantial doubt about our ability to continue as a going concern.
We have no current plans, proposals, arrangements or understandings with respect to the sale or issuance of additional securities prior to the location of a merger or acquisition candidate. Accordingly, there can be no assurance that sufficient funds will be available to us to allow us to cover the expenses related to such activities.
Our need for capital may change dramatically because of any business acquisition or combination transaction. There can be no assurance that we will identify any such business, product, technology or company suitable for acquisition in the future. Further, there can be no assurance that we will be successful in consummating any acquisition on favorable terms or that we will be able to profitably manage the business, product, technology or company we acquire.
Regardless of whether our cash assets prove to be inadequate to meet our operational needs, we might seek to compensate providers of services by issuances of stock in lieu of cash.
At January 31, 2012, we had $6 cash on hand and a deficit accumulated during the development stage of $981,175. At January 31, 2013, we had $0 cash on hand and a deficit accumulated during the development stage of $2,678,510. Our primary source of liquidity for the current quarter has been donated capital and loans from shareholders. As of January 31, 2013 we have promissory notes due to Cortland Communications, LCC in the amount of $8,202. These notes bear a simple interest rate of 15% per annum and are payable upon demand. As of January 31, 2013 the accrued interest on this note is $356.
Net cash used in operating activities was $8,208 during the twelve months ended January 31, 2013.
Net cash provided by investing activities was $0 during the twelve months ended January 31, 2013.
Net cash provided by financing activities was $8,202 during the twelve months ended January 31, 2013.
To date, we have had no revenue and we require additional financing in order to finance our business activities on an ongoing basis. Our future capital requirements will depend on numerous factors including, but not limited to, continued progress in finding a merger candidate and the pursuit of business opportunities. We are actively pursuing alternative financing and have had discussions with various third parties, although no firm commitments have been obtained to date. In the interim, shareholders of the Company have committed to meet our minimal operating expenses. We believe that actions presently being taken to revise our operating and financial requirements provide them with the opportunity to continue as a “going concern,” although no assurances can be given.
NET LOSS FROM OPERATIONS
The Company had a net loss of $2,678,510 for the period from December 17, 2007 (inception) through January 31, 2013. The company had net loss of $1,697,335 for the period ended January 31, 2013 as compared to a net loss of $76,280 for the period ended January 31, 2012.
CASH FLOW
Our primary source of liquidity has been cash from donated capital and loans from shareholders.
WORKING CAPITAL
As of January 31, 2012 the Company had total current assets of $6 and total liabilities of $13,039, which resulted in a working capital deficit of $13,033. As of January 31, 2013, the Company had total current assets of $0 and total current liabilities of $17,208 resulting in a working capital deficit of $17,208.
RESULTS OF OPERATIONS FOR THE TWELVE MONTHS ENDED JANUARY 31, 2013 COMPARED TO THE TWELVE MONTHS ENDED JANUARY 31, 2012
LACK OF REVENUES
We are a development stage company with limited operations since our inception on December 17, 2007 to January 31, 2013. We have not generated any revenues. As of January 31, 2013, we have an accumulated deficit of $2,678,510. At this time, our ability to generate any significant revenues continues to be uncertain. Our financial statements contain an additional explanatory paragraph in Note 2, which identifies issues that raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustment that might result from the outcome of this uncertainty.
NET LOSS
We incurred a net loss of $1,697,335 for the twelve months ended January 31, 2013, compared to a net loss of $76,280 for the twelve months ended January 31, 2012. From inception on December 17, 2007 to January 31, 2013, we have incurred a net loss of $2,678,510. Our basic and diluted loss per share was $(20.67) for the year ended January 31, 2013, and $(1.18) for the year ended January 31, 2012.
OPERATION AND ADMINISTRATIVE EXPENSES
Our total operating expenses increased to $1,701,861 for the twelve months ended January 31, 2013, compared to $76,280 for the same period in 2012. This increase in expenses is mostly due to a consulting fee in G&A of $1,680,000 in 2012. Since our inception on December 17, 2007 to January 31, 2013, we have incurred total operating expenses of $2,682,492.
Our consulting services remained unchanged at $3,000 for the twelve months ended January 31, 2013 compared to the same period in 2012. Since our inception on December 17, 2007 until January 31, 2013 we have spent $41,846 on consulting fees.
Our rent expense remained unchanged at $3,000 for the twelve months ended January 31, 2013 compared to the same period in 2011. Since our inception on December 17, 2007 until January 31, 2013 we have spent $15,250 on rent.
Our management fees were $0 for the twelve months ended January 31, 2013 and $60,000 for the twelve months ended January 31, 2012. Since our inception on December 17, 2007 until January 31, 2013 we have spent $240,000 on management fees.
Our general and administrative expenses consist of bank charges, travel, meals and entertainment, office maintenance, communication expenses (internet, fax, and telephone), courier, postage costs, office supplies and a consulting fee. Our general and administrative expenses increased to $1,684,261 for the twelve months ended January 31, 2013, compared to $24 for the same period in 2012. Since our inception on December 17, 2007 until January 31, 2013 we have spent $1,697,417 on general and administrative expenses.
Our legal and accounting fees increased to $11,600 for the twelve months ended January 31, 2013, compared to $10,256 for the same for the same period in 2012. Since our inception on December 17, 2007 until January 31, 2013 we have spent $79,579 on legal and accounting expenses.
Common Stock
Affinity issued 128,700 shares of common stock (founder's shares) on December 17, 2007 to the President and Director of the Company. In addition, 13,084 shares of common stock were issued to the public on May 15, 2008 for $50,830 and 77,220 shares were returned to the treasury on July 31, 2008.
On January 7, 2009, the Company filed an Amendment for 200,000,000 shares to be authorized as Common Stock, with the par value of $0.00001.
In 2010 the Company recorded a note receivable for $338,000 and a $270,000 loss on acquisition in exchange for a stock payable of 3,380,000 shares valued at $608,400. The stock was valued based on fair market value on the date of the grant.
In 2011 Affinity wrote off the note receivable for $338,000 as a loss on acquisition as the party was not able to pay off the balance of note. As of January 31, 2011, the Company had a $608,400 stock payable related to these transactions.
As of January 31, 2011, 244 shares were issued for services for services valued at $26,596 using the closing price of the stock on the date of grant.
On July 23, 2012 there was a change of control and 40,000,000 shares were transferred from Yulia Nesterchuk to Cortland Communications, LLC. As of the current date of this filing Mark Gleason is an officer of both Affinity Mediaworks Corp. and Cortland Communications, LLC. Cortland Communications, LLC is the majority shareholder consisting of 79.46 % of the outstanding common stock in Affinity Mediaworks Corp.
On July 25, 2012 the company recorded a stock payable for consulting services valued at $1,680,000 using the closing price of the stock on the date of the grant. A Stock Purchase was signed during the change of control that stated that at the Closing, the Buyer shall issue on behalf of the Company 24,000,000 shares in three shares certificates and this was recorded as a Stock Payable valued at $1,680,000. The stock was valued based on fair market value on the date of the grant.
On August 2, 2012, 30,888 shares of common stock were issued in exchange for the Stock Payable:
Robert Thast 9,009
Phillip Brooks 9,009
Yuriy Nesterchuck 12,870
On August 20, 2012 the Company filed a Certificate of Amendment with the State of Nevada and reclassified the capital stock as 190,000,000 common stock with a par value of $0.00001 and 10,000,000 blank check preferred stock with a par value of $0.00001.
On August 23, 2012, in exchange for the stock payable of $608,400, 4,350 shares of common stock were issued.
On September 18, 2012 the Company recorded minutes on a proposed a 1 for 777 reverse stock split. As of the date of this filing the common stock issued and outstanding has been adjusted retroactively back to inception to reflect this change. The Company has not had the reverse stock split approved by FINRA or been provided with a record date as of the date of this filing. As of January 31, 2013 the common stock issued and outstanding has been adjusted retroactively back to inception to reflect a proposed 1 for 777 reverse stock split.
As of January 31, 2013, Affinity Mediaworks Corp. has a 190,000,000 shares of common stock authorized at $0.00001 par value per share and 100,046 shares of common stock issued and outstanding.
Preferred Stock
On August 20, 2012 the Company filed a Certificate of Amendment with the State of Nevada and reclassified 10,000,000 Capital stock as Preferred stock with a par value of $0.00001. There are an aggregate of 0 shares of Preferred Stock issued and outstanding as of the date of this Annual Filing.
ITEM 7.A - QUANTITIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not required for a smaller reporting company.
ITEM 8.
ITEM 8. - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Our Financial statements for the years ended January 31, 2012 and January 31, 2013, including the notes thereto, together with the report of independent certified public accountants thereon, are presented below.
Affinity Mediaworks Corp.
(Formerly Green Bikes Rental Corporation)
January 31, 2013
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Affinity MediaWorks Corp.
(A Development Stage Company)
We have audited the accompanying balance sheets of Affinity MediaWorks Corp. (A Development Stage Company) as of January 31, 2013 and 2012 and the related statements of operations, changes in shareholders' equity (deficit) and cash flows for the periods then ended and from inception (December 17, 2007) through January 31, 2013. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit 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 Affinity MediaWorks Corp. as of January 31, 2013 and 2012, and the results of its operations and cash flows for the periods described above in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has accumulated losses and insufficient working capital to meet operating needs, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ M&K CPAS, PLLC
www.mkacpas.com
Houston, Texas
March 8, 2013
AFFINITY MEDIAWORKS CORP.
(Formerly Green Bikes Rental Corporation)
(A Development Stage Company)
NOTES TO FINANICAL STATEMENTS
(UNAUDITED)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Green Bikes Rental Corporation was incorporated on December 17, 2007, under the laws of the State of Nevada, as a development stage company.
On January 7, 2010, the Company amended its Articles of Incorporation to change the name of Green Bikes Rental Corporation to Affinity Mediaworks Corp., to increase the authorized share capital of the Company to 200,000,000 and to affect a 20 for 1 forward-split of the Company’s issued and outstanding common shares.
On July 23, 2012 there was a change of control and 40,000,000 shares were transferred from Yulia Nesterchuk to Cortland Communications, LLC.
On August 20, 2012 the Company filed a Certificate of Amendment with the State of Nevada and reclassified the capital stock as 190,000,000 common stock with a par value of $0.00001 and 10,000,000 blank check preferred stock with a par value of $0.00001
On September 18, 2012 the Company recorded minutes on a proposed a 1 for 777 reverse stock split. As of the date of this filing the common stock issued and outstanding has been adjusted retroactively back to inception to reflect this change.
BASIS OF PRESENTATION
The Company follows accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein.
REVENUE RECOGNITION
Revenue is recognized when it is realized or realizable and earned. Affinity considers revenue realized or realizable and earned when persuasive evidence of an arrangement exists, services have been provided, and collectability is reasonably assured. Revenue that is billed in advance such as recurring weekly or monthly services are initially deferred and recognized as revenue over the period the services are provided.
USE OF ESTIMATES
The preparation of the financial statements in conformity with 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 amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
CASH AND CASH EQUIVALENTS
For purposes of the statement of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. As of January 31, 2013 and 2012 there were no cash equivalents.
DEVELOPMENT STAGE COMPANY
The Company complies with FASB pronouncements for its characterization of the Company as development stage.
AFFINITY MEDIAWORKS CORP.
(Formerly Green Bikes Rental Corporation)
(A Development Stage Company)
NOTES TO FINANICAL STATEMENTS
(UNAUDITED)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
FAIR VALUE MEASURMENTS
The Company adopted FASB ASC Topic 820, “Fair Value Measurement and Disclosure,” at inception. ASC Topic 820 defines fair value, establishes a framework for measuring fair value, and expands disclosure of fair value measurements. FASB ASC Topic 820 applies under other accounting pronouncements that require or permit fair value measurements and accordingly, does not require any new fair value measurements. FASB ASC Topic 820 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, FASB ASC Topic 820 established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows.
·
Level 1. Observable inputs such as quoted market 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 require the reporting entity to develop its own assumptions.
The FASB’s ASC Topic 825, “Financial Instruments”, became effective for the Company on January 1, 2008. FASB ASC Topic 825 establishes a fair value option that permits entities to choose to measure eligible financial instruments and certain other items at fair value at specified election dates. A business entity shall report unrealized gains and losses on items for which the fair value options have been elected in earnings at each subsequent reporting date. For the period ended January 31, 2013, there were no applicable items on which the fair value option was elected.
BASIC AND DILUTED NET LOSS PER COMMON SHARE
Basic and diluted net loss per share calculations are calculated on the basis of the weighted average number of common shares outstanding during the year. The per share amounts include the dilutive effect of common stock equivalents in years with net income. Basic and diluted loss per share is the same due to the anti dilutive nature of potential common stock equivalents.
RECENT ACCOUNTING PRONOUNCEMENTS
In October 2012, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2012-04, “Technical Corrections and Improvements” in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on our financial position or results of operations.
In August 2012, the FASB issued ASU 2012-03, “Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)” in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations.
In July 2012, the FASB issued ASU 2012-02, “Intangibles - Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment” in Accounting Standards Update No. 2012-02. This update amends ASU 2011-08, Intangibles - Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles - Goodwill and Other - General Intangibles Other than Goodwill. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity’s financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. The adoption of ASU 2012-02 is not expected to have a material impact on our financial position or results of operations.
AFFINITY MEDIAWORKS CORP.
(Formerly Green Bikes Rental Corporation)
(A Development Stage Company)
NOTES TO FINANICAL STATEMENTS
(UNAUDITED)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
In December 2011, the FASB issued ASU 2011-12, “Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items out of Accumulated Other Comprehensive Income” in Accounting Standards Update No. 2011-05. This update defers the requirement to present items that are reclassified from accumulated other comprehensive income to net income in both the statement of income where net income is presented and the statement where other comprehensive income is presented. The adoption of ASU 2011-12 is not expected to have a material impact on our financial position or results of operations.
In December 2011, the FASB issued ASU No. 2011-11 “Balance Sheet: Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”). This Update requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRS. The amended guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The Company is currently evaluating the impact, if any, that the adoption of this pronouncement may have on its results of operations or financial position.
In September 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-08, Intangibles - Goodwill and Other (Topic 350): Testing Goodwill for Impairment. The guidance in ASU 2011-08 is intended to reduce complexity and costs by allowing an entity the option to make a qualitative evaluation about the likelihood of goodwill impairment to determine whether it should calculate the fair value of a reporting unit. The amendments also improve previous guidance by expanding upon the examples of events and circumstances that an entity should consider between annual impairment tests in determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Also, the amendments improve the examples of events and circumstances that an entity having a reporting unit with a zero or negative carrying amount should consider in determining whether to measure an impairment loss, if any, under the second step of the goodwill impairment test. The amendments in this ASU are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted, including for annual and interim goodwill impairment tests performed as of a date before September 15, 2011, if an entity’s financial statements for the most recent annual or interim period have not yet been issued. The adoption of this guidance is not expected to have a material impact on the Company’s financial position or results of operations.
In June 2011, the FASB issued ASU 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income”, which is effective for annual reporting periods beginning after December 15, 2011. ASU 2011-05 will become effective for the Company on December 1, 2012. This guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. In addition, items of other comprehensive income that are reclassified to profit or loss are required to be presented separately on the face of the financial statements. This guidance is intended to increase the prominence of other comprehensive income in financial statements by requiring that such amounts be presented either in a single continuous statement of income and comprehensive income or separately in consecutive statements of income and comprehensive income. The adoption of ASU 2011-05 is not expected to have a material impact on our financial position or results of operations.
In May 2011, the FASB issued ASU 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs”, which is effective for annual reporting periods beginning after December 15, 2011. This guidance amends certain accounting and disclosure requirements related to fair value measurements. Additional disclosure requirements in the update include: (1) for Level 3 fair value measurements, quantitative information about unobservable inputs used, a description of the valuation processes used by the entity, and a qualitative discussion about the sensitivity of the measurements to changes in the unobservable inputs; (2) for an entity’s use of a nonfinancial asset that is different from the asset’s highest and best use, the reason for the difference; (3) for financial instruments not measured at fair value but for which disclosure of fair value is required, the fair value hierarchy level in which the fair value measurements were determined; and (4) the disclosure of all transfers between Level 1 and Level 2 of the fair value hierarchy. ASU 2011-04 will become effective for the Company on December 1, 2012. We are currently evaluating ASU 2011-04 and have not yet determined the impact that adoption will have on our financial statements.
In April 2011, the FASB issued ASU 2011-02, “Receivables (Topic 310): A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring”. This amendment explains which modifications constitute troubled debt restructurings (“TDR”). Under the new guidance, the definition of a troubled debt restructuring remains essentially unchanged, and for a loan modification to be considered a TDR, certain basic criteria must still be met. For public companies, the new guidance is effective for interim and annual periods beginning on or after June 15, 2011, and applies retrospectively to restructuring occurring on or after the beginning of the fiscal year of adoption. ASU 2011-02 has become effective for the Company on September 1, 2012. The Company does not believe that the guidance will have a material impact on its financial statements.
AFFINITY MEDIAWORKS CORP.
(Formerly Green Bikes Rental Corporation)
(A Development Stage Company)
NOTES TO FINANICAL STATEMENTS
(UNAUDITED)
NOTE 2 - GOING CONCERN
Affinity’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business for the foreseeable future. Since inception, the Company has accumulated losses aggregating to $2,678,510 and has insufficient working capital to meet operating needs for the next twelve months as of January 31, 2013, all of which raise substantial doubt about Affinity’s ability to continue as a going concern.
NOTE 3 - RELATED PARTY TRANSACTIONS
During the twelve months ended January 31, 2013 the Company recognized a total of $6,000 for donated rent and services provided by the President and Director of the Company.
As of January 31, 2013, Affinity Mediaworks incurred a liability to Cortland Communications, LLC in the amount of $8,202 Mark Gleason is the President of both Affinity Mediaworks Corp. and Cortland Communications, LLC, a majority shareholder in Affinity Mediaworks Corp. The promissory note bears simple interest at 15% per annum. Affinity Mediaworks Corp. currently owes Cortland Communications, LLC $8,202 in principal on this note, with interest accrued of $356.
As of January 31, 2013, Affinity Mediaworks Corp. has incurred a liability to Lyboldt-Daly, Inc. in the amount of $3,000. Lyboldt-Daly completed bookkeeping and internal accounting for Affinity Mediaworks Corp. Joseph Passalaqua is the President of Lyboldt-Daly, Inc. and the Secretary of Cortland Communications, a majority shareholder in Affinity Mediaworks Corp.
As of January 31, 2013, all activities of Affinity Mediaworks Corp. have been conducted by corporate officers from either their homes or business offices. Currently, there are no outstanding debts owed by Affinity Mediaworks Corp. for the use of these facilities and there are no commitments for future use of the facilities.
NOTE 4 - ACCOUNTS PAYABLE FORGIVENESS
As of January 31, 2013, $7,160 in accounts payable was forgiven by related parties, balance forgiven was recorded as additional paid in capital.
As of January 31, 2013, $4,882 in accounts was forgiven by non-related parties. The Company recorded a net gain of $4,882 from the debt forgiven in accounts payable by non-related parties.
NOTE 5 - COMMON STOCK
Affinity issued 128,700 shares of common stock (founder's shares) on December 17, 2007 to the President and Director of the Company. In addition, 13,084 shares of common stock were issued to the public on May 15, 2008 for $50,830 and 77,220 shares were returned to the treasury on July 31, 2008.
On January 7, 2009, the Company filed an Amendment for 200,000,000 shares to be authorized as Common Stock, with the par value of $0.00001.
In 2010 the Company recorded a note receivable for $338,000 and a $270,000 loss on acquisition in exchange for a stock payable of 3,380,000 shares valued at $608,400. The stock was valued based on fair market value on the date of the grant.
In 2011 Affinity wrote off the note receivable for $338,000 as a loss on acquisition as the party was not able to pay off the balance of note. As of January 31, 2011, the Company had a $608,400 stock payable related to these transactions.
As of January 31, 2011, 244 shares were issued for services for services valued at $26,596 using the closing price of the stock on the date of grant.
AFFINITY MEDIAWORKS CORP.
(Formerly Green Bikes Rental Corporation)
(A Development Stage Company)
NOTES TO FINANICAL STATEMENTS
(UNAUDITED)
NOTE 2 - GOING CONCERN (Continued)
On July 25, 2012 the company recorded a stock payable for consulting services valued at $1,680,000 using the closing price of the stock on the date of the grant. A Stock Purchase was signed during the change of control that stated that at the Closing, the Buyer shall issue on behalf of the Company 24,000,000 shares in three shares certificates and this was recorded as a Stock Payable valued at $1,680,000. The stock was valued based on fair market value on the date of the grant.
On August 2, 2012, 30,888 shares of common stock were issued in exchange for the Stock Payable:
Robert Thast 9,009
Phillip Brooks 9,009
Yuriy Nesterchuck 12,870
On August 20, 2012 the Company filed a Certificate of Amendment with the State of Nevada and reclassified the capital stock as 190,000,000 common stock with a par value of $0.00001 and 10,000,000 blank check preferred stock with a par value of $0.00001.
On August 23, 2012, in exchange for the stock payable of $608,400, 4,350 shares of common stock were issued.
On September 18, 2012 the Company recorded minutes on a proposed a 1 for 777 reverse stock split. As of the date of this filing the common stock issued and outstanding has been adjusted retroactively back to inception to reflect this change. The Company has not had the reverse stock split approved by FINRA or been provided with a record date as of the date of this filing. As of January 31, 2013 the common stock issued and outstanding has been adjusted retroactively back to inception to reflect a proposed 1 for 777 reverse stock split.
As of January 31, 2013, Affinity Mediaworks Corp. has a 190,000,000 shares of common stock authorized at $0.00001 par value per share and 100,046 shares of common stock issued and outstanding.
NOTE 6 - INCOME TAXES
The Company has tax losses which may be applied against future taxable income. The potential tax benefits arising from these loss carry forwards expire beginning in 2028 and are offset by a valuation allowance due to the uncertainty of profitable operations in the future. The net operating loss carry forward was $336,289 as of January 31, 2012 and $352,506 as of January 31, 2013. The significant components of the deferred tax asset as of January 31, 2012 and January 31, 2013 are as follows:
NOTE 7 - CHANGE OF CONTROL
On July 23, 2012 there was a change of control and 40,000,000 shares were transferred from Yulia Nesterchuk to Cortland Communications, LLC. As of the current date of this filing Mark Gleason is an officer of both Affinity Mediaworks Corp. and Cortland Communications, LLC. Cortland Communications, LLC is the majority shareholder consisting of 79.46 % of the outstanding common stock in Affinity Mediaworks Corp.
NOTE 8 - SUBSEQUENT EVENT
The Company has no subsequent events to disclose.
ITEM 9.
ITEM 9. - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
There are not and have not been any disagreements between the Registrant and its accountants on any matter of accounting principles, practices or financial statement disclosure.
ITEM 9. A - CONTROLS AND PROCEDURES
The Company's Chief Executive Officer is responsible for establishing and maintaining disclosure controls and procedures for the Company.
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
For purposes of this Item 9A.
ITEM 10. - DIRECTORS, EXCUTIVE OFFICERS AND CORPORATE GOVERANCE
Set forth below is the name of our Officers and Directors.
Name
Age
Position Held
Mark T. Gleason
President ; CEO; CEO; Director
All directors hold office until the next annual meeting of our shareholders and until their successors have been elected and qualify. Officers serve at the pleasure of the Board of Director. The directors will devote such time and effort to our business and affairs as may be necessary to perform their responsibilities. No annual meetings.
Sole Officer and Director
Mark T. Gleason, age 57, is a graduate of Auburn Community College with an Associate’s Degree in Political Science. He was formerly President of MTG Communications, Inc. and is currently an officer of Cortland Communications LLC. Since March 4, 2010, Mr. Gleason has been an independent consultant with Ambit Energy LLC.
Family Relationships
There are no family relationships among our officers or directors.
Involvement in Certain Legal Proceedings
During the past five years no director or executive officer of the company (i) has been involved as a general partner or executive officer of any business which has filed a bankruptcy petition; (ii) has been convicted in any criminal proceeding nor is subject to any pending criminal proceeding; (iii) has been subjected to any order, judgment or decree of any court permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and (iv) has been found by a court, the Commission or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law.
Significant Employees
The Company has no employees. Our sole officer and director serves as such on as-needed basis. The Company does not have any consultants or third parties.
Committees of the Board of Directors
Because of our limited resources, our Board does not currently have an established audit committee or executive committee. The current members of the Board perform the functions of an audit committee, governance/nominating committee, and any other committee on an as needed basis. If and when the Company grows its business and/or becomes profitable, the Board intends to establish such committees.
Audit Committee and Financial Expert
We do not have an Audit Committee. Mr. Mark Gleason, the President, performs some of the same functions of an Audit Committee, such as: recommending a firm of independent certified public accountants to audit the annual financial statements; reviewing the independent auditor’s independence, the financial statements and their audit report; and reviewing management's administration of the system of internal accounting controls. We do not currently have a written audit committee charter or similar document.
We have no financial expert. We believe the cost related to retaining a financial expert at this time is prohibitive. Further, because we have no business operations, management believes the services of a financial expert are not warranted.
Nominating Committee
We do not have a Nominating Committee or Nominating Committee Charter. Mr. Mark Gleason, our President, performs some of the functions associated with a Nominating Committee. We have elected not to have a Nominating Committee in that we are a development stage company with limited operations and resources.
Code of Ethics
A code of ethics relates to written standards that are reasonably designed to deter wrongdoing and to promote:
1.
Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
2.
Full, fair, accurate, timely and understandable disclosure in reports and documents that are filed with, or submitted to, the Commission and in other public communications made by an issuer;
3.
Compliance with applicable governmental laws, rules and regulations;
4.
The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and
5.
Accountability for adherence to the code.
We have not adopted a corporate code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who beneficially own more than 10% of our equity securities (collectively, the “Reporting Persons”), to file reports of ownership and changes in ownership with the SEC. Reporting Persons are required by SEC regulation to furnish us with copies of all forms they file pursuant to Section 16(a). As we do not have any securities registered under Section 12 of the Securities Exchange Act of 1934, none of our Reporting Persons are required to file reports of ownership and changes in ownership with the SEC.
Director Independence
Our securities are quoted on the OTC Bulletin Board which does not have any director independence requirements. Once we engage further directors and officers, we plan to develop a definition of independence and scrutinize our Board of Directors with regard to this definition.
ITEM 11.
ITEM 11. - EXECUTIVE COMPENSATION
Our sole officer and directors has not received any cash remuneration. Officers will not receive any remuneration upon completion of an offering until the consummation of an acquisition. No remuneration of any nature has been paid for or on account of services rendered by a director in such capacity. None of the officers and directors intends to devote more than a few hours a week to our affairs.
It is possible that, after we successfully consummate a business combination with an unaffiliated entity, that entity may desire to employ or retain one or a number of members of our management for the purposes of providing services to the surviving entity. However, we have adopted a policy whereby the offer of any post-transaction employment to members of management will not be a consideration in our decision whether to undertake any proposed transaction.
No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by us for the benefit of our employees.
There is no understanding or agreement regarding compensation our management will receive after a business combination that is required to be included in this table, or otherwise.
ITEM 12.
ITEM 12. - SECURITY OWNERSHIP OF CERTAIN BENEFICAL OWNERS AND MANAGEMENT
The following table sets forth each person known by the Company to be the beneficial owner of five percent or more of the common stock of the Company and the Officers and Director separately and as a group of the Company. Each such person has sole voting and investment power with respect to the shares shown.
*The amount is based on 100,046 shares of Common Stock outstanding as of January 31, 2013.
ITEM 13.
ITEM 13. - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
During the twelve months ended January 31, 2013 the Company recognized a total of $6,000 for donated rent and services provided by the President and Director of the Company.
In 2012 and 2013, Affinity Mediaworks incurred liabilities to Cortland Communications LLC, a majority shareholder, of which Mark Gleason is the President and Joseph Passalaqua is the Secretary. The notes bear simple interest at 15% per annum. As of January 31, 2013, Affinity Mediaworks Corp. currently owes Cortland Communications LLC $8,202 in principal these notes, with interest accrued of $356.
As of January 31, 2013, Affinity Mediaworks has incurred a liability to Lyboldt-Daly, Inc. in the amount of $3,000. Lyboldt-Daly completed the bookkeeping and internal accounting for Affinity Mediaworks, Inc. Joseph Passalaqua is President of Lyboldt-Daly and the Secretary of Cortland Communications LLC, a majority shareholder in Affinity Mediaworks Corp..
As of January 31, 2013, all activities of Affinity Mediaworks Corp. has been conducted by the corporate officer from either his home or business office. Currently, there are no outstanding debts owed by Affinity Mediaworks Corp. for the use of these facilities and there are no commitments for future use of the facilities.
ITEM 14.
ITEM 14. - PRINCIPAL ACCOUNTING FEES
Aggregate fees billed by the Company's principal accountants, “M&K CPAS PLLC”, for audit services and aggregate fees billed by “The Accurum Group, PLLC” for tax preparation in the most recent two fiscal years, were as follows:
(1) Comprised of the audit of the Company's annual financial statements and reviews of the Company's quarterly financial statements, as well as consents related to and reviews of other documents filed with the Securities and Exchange Commission.
(2) Comprised of preparation of all federal and state corporate income tax returns for the Company and its subsidiaries. Under the Sarbanes-Oxley Act of 2002, all audit and non-audit services performed by the Company's independent accountants must now be approved in advance by the Audit Committee to assure that such services do not impair the accountants' independence from the Company. The Company does not have an Audit Committee, therefore, the Board of Directors reviews and approves audit and permissible non-audit services performed by M&K CPAS PLLC, as well as the fees charged by M&K CPAS PLLC for such services. We do not currently have a standing audit committee. The services described above were approved by our Board of Directors.
PART IV
ITEM 15.
ITEM 15. EXHBITS
*Pursuant to Rule 406T of Regulation S-T, these interactive date files are deemed not filed or part of the registration statement or prospectus for purposes of Sections 11 and 12 of the Securities Act of 1933 or Section 18 of the Securities Act of 1934 and otherwise are not subject to liability.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: March 8, 2013
AFFINITY MEDIAWORKS CORP.
By: /s/ Mark T. Gleason
Mark T. Gleason
Chief Executive Officer, Chief Financial Officer,
President and Director
(Principal Executive Officer)
(Principal Financial Officer)