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[November 14, 2012]
MYRIAD INTERACTIVE MEDIA, INC. - 10-Q - Management's Discussion and Analysis of Financial Condition and Results of Operations
(Edgar Glimpses Via Acquire Media NewsEdge) 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." These forward-looking statements generally are identified by the words "believes," "project," "expects," "anticipates," "estimates," "intends," "strategy," "plan," "may," "will," "would," "will be," "will continue," "will likely result," and similar expressions. 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. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.
Management's Discussion and Analysis of Financial Condition and Results of Operations 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 19, 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 closing date on the acquisition was October 1, 2012. 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.
Results of operations for the three months ended September 30, 2012 and 2011.
During the three months ended September 30, 2012, we earned revenue of $6,033.
We incurred operating expenses in the amount of $254,975 for the three months ended September 30, 2012, consisting of professional fees in the amount of $225,509, general and administrative expenses of $29,204, and depreciation of $262. In addition, we incurred interest expense of $578. As a result, we incurred a net loss of $249,520 for the three months ended September 30, 2012.
By comparison, for the three months ended September 30, 2011, we earned revenue of $3,169. We incurred operating expenses of $55,108 during the three months ended September 30, 2011, consisting of professional fees in the amount of $44,441 and general and administrative expenses of $10,667. We incurred a net loss of $51,939 during the three months ended September 30, 2011. Our professional fees increased due to the issuance of 800,000 shares of our common stock during January 2012.
As we go forward with development and deployment of our social media marketing, deal-aggregator platforms, and related lines of business, we anticipate that both our expenses and our revenues will increase substantially over the course of the next 12 to 18 months.
Liquidity and Capital Resources As of September 30, 2012, we had total current assets of $6,727, consisting of cash in the amount of $4,719 and prepaid expenses in the amount of $2,008. As September 30, 2012, we had current liabilities of $113,946, consisting of accounts payable and accrued expenses in the amount of $20,013, a payable due to a shareholder in the amount of $42,303, a convertible note payable in the amount of $42,500, and customer deposits of $9,130. Accordingly, we had a working capital deficit of $107,219 as of September 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.
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.
Off Balance Sheet Arrangements As of September 30, 2012, there were no off balance sheet arrangements.
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 $12,021,521 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.
Critical Accounting Policies In December 2001, the SEC requested that all registrants list their most "critical accounting polices" in the Management Discussion and Analysis. The SEC indicated that a "critical accounting policy" is one which is both important to the portrayal of a company's financial condition and results, and requires management's most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Currently, we do not believe that any accounting policies fit this definition.
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