These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended March 31, 2014 are not necessarily indicative of the results that can be expected for the full year.
Notes to the Financial Statements
March 31, 2014
NOTE 1 – DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES
Description of Business
Myriad Interactive Media, Inc. (referred to as the “Company”) is involved in the e-business industry. It provides end-to-end, e-business solutions to businesses interested in doing e-tailing (selling of retail goods on the Internet).
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.
Basis of Presentation
The accompanying interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (
“SEC”
), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Form 10-K filed with the SEC as of and for the year ended June 30, 2013. In the opinion of management, all adjustments necessary in order for the financial statements to be not misleading have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results expected for the full year. The Company has adopted a June 30 year end.
Foreign Currency Translation
The functional currency of the Company is the U.S. Dollar. Accordingly, assets and liabilities of the subsidiary are translated into U.S. dollars at period-end exchange rates. Revenues and expenses are translated at the average exchange rates in effect for the period. The resulting translation gains or losses are recorded as a component of accumulated other comprehensive income in the consolidated statement of stockholders’ equity. For the periods ended March 31, 2014 and June 30, 2013, the Company recognized a gain or (loss) on translation adjustment in the amount of ($5,377) and $11,754, respectively.
Comprehensive Loss
Total comprehensive loss represents the net change in stockholders' equity during a period from sources other than transactions with stockholders and as such, includes net loss. For the Company, the components of other comprehensive loss are the changes in the cumulative foreign currency translation adjustments.
Use of Estimates
The preparation of 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.
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.
NOTE 1 – DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES (CONTINUED)
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.
Concentration of Risk
Financial instruments, which potentially subject us to concentrations of credit risk, consist principally of cash. The Company’s 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.
Fair Value for Financial Assets and Financial Liabilities
The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification (“ASC”) for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB ASC (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in U.S. GAAP, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:
Level 1 - Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2 - Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3 - Pricing inputs that are generally observable inputs and not corroborated by market data.
The carrying amounts of the Company’s financial assets and liabilities, such as cash and accounts payable approximate their fair values because of the short maturity of these instruments.
The company does not have assets and liabilities that are carried at fair value on a recurring basis.
Revenue Recognition
Revenues from fixed price contracts and cost-plus-fee contracts are recognized as services are performed. Revenue is recognized at the time of sale if collection is reasonably assured. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.
Advertising Costs
The Company expenses all costs of advertising as incurred. There were $6,467 and $1,950 of advertising costs incurred during the nine months ended March 31, 2014 and 2013, respectively.
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.
NOTE 1 – DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES (CONTINUED)
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.
Intangible Assets
The Company classifies intangible assets into three categories: (1) intangible assets with definite lives subject to amortization, (2) intangible assets with indefinite lives not subject to amortization and (3) goodwill. The Company determines the useful lives of identifiable intangible assets after considering the specific facts and circumstances related to each intangible asset. Factors the Company considers when determining useful lives include the contractual term of any agreement related to the asset, the historical performance of the asset, the Company’s strategy for using the asset, any laws or other local regulations which could impact the useful life of the asset, and other economic factors, including competition and specific market conditions. Intangible assets that are deemed to have definite lives are amortized, on a straight-line basis, over their useful lives, which in the case of computer software is generally 4 or 5 years.
Accounts Receivable
The Company establishes provisions for losses on accounts receivable if it determines that it will not collect all or part of the outstanding balance. The Company regularly reviews collectability and establishes or adjusts the allowance as necessary using the specific identification method. At March 31, 2014 and June 30, 2013, no allowance for doubtful accounts was needed.
Reclassification
Certain balances in previously issued financial statements have been reclassified to be consistent with the current period presentation.
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 – PREPAID EXPENSES
On April 1, 2013 the Company entered into a lease agreement for a term of twelve months. The Company paid $22,800 initially toward the agreement and that amount is being amortized over the term of the lease leaving a balance of $0 and $17,100 as prepaid expense as of March 31, 2014 and June 30, 2013, respectively.
In March 2014, the Company prepaid transfer agent fees for the term April 1, 2014 to March 31, 2015 of $1800, which will be amortized to expense at the rate of $150/month beginning in April 2014.
NOTE 3 - 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 has negative working capital. 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 4 – RELATED PARTY TRANSACTIONS
On April 23, 2012, an officer loaned the Company $1,236. The note bears no interest and is due July 18, 2013. During the year ended June 30, 2013, the Company repaid the entire balance.
On April 25, 2012, an officer loaned the Company $15,812. The note bears no interest and is due April 25, 2013. During the year ended June 30, 2013, the Company repaid the entire balance.
On June 26, 2012, an officer loaned the Company $8,708. The note bears no interest and is due June 26, 2013. During the year ended June 30, 2013, the Company repaid the entire balance.
On July 18, 2012, the Company borrowed $12,418 from a related party in the form of promissory note. The note bears no interest and is due on July 18, 2013. During the year ended June 30, 2013, the Company issued 1,653,120 for the conversion of $12,418 which extinguished the debt in full. As a result, the Company recorded a loss on the settlement of the debt of $20,644.
On January 22, 2013 and February 26, 2013, the Company borrowed $9,928 and $8,783 (respectively) from a related party in the form of two promissory notes. The notes bears interest at 9% per annum and is due on January 22, 2014 and February 26, 2014 (respectively). The notes and their related accrued interest were extinguished by the issuance of 820,320 shares of common stock on March 4, 2014. Therefore, accrued interest related to these notes was $0 and $392 as of March 31, 2014 and June 30, 2013, respectively.
On July 23, 2013 the Company borrowed $3,168 from a related party in the form of promissory note. The note is unsecured, accrues interest at 9% per annum and is due on July 23, 2014. The note and all related accrued interest was paid in full on March 19, 2014.
On October 29, 2013 the Company borrowed $3,345 from a related party in the form of promissory note. The note is unsecured, accrues interest at 8% per annum and is due on October 30, 2014. The note and all related accrued interest was paid in full on March 3, 2014.
On December 2, 2013 the Company borrowed $471 from a related party in the form of promissory note. The note is unsecured, accrues interest at 8% per annum and is due on December 4, 2014. The note and all related accrued interest was paid in full on March 3, 2014
NOTE 4 – RELATED PARTY TRANSACTIONS (CONTINUED)
On December 2, 2013 the Company borrowed $942 from a related party in the form of promissory note. The note is unsecured, accrues interest at 8% per annum and is due on December 2, 2014. The note and all related accrued interest was paid in full on March 5, 2014
An officer of the Company receives $8,000 a month for consulting fees until otherwise modified or cancelled by further action of the board. The Company has a balance due to the officer for consulting services of $15,503 and $53,987 as of March 31, 2014 and June 30, 2013, respectively.
NOTE 5 – PROPERTY AND EQUIPMENT
The Company’s property and equipment are comprised of the following on March 31, 2014 and June 30, 2013:
|
|
|
|
|
March 31, 2014
|
June 30, 2013
|
|
Computer equipment
|
$ 4,910
|
$ 4,910
|
|
Accumulated depreciation
|
(2,663)
|
(1,435)
|
|
Property and equipment, net
|
$ 2,247
|
$ 3,475
|
Depreciation expense for the nine months ended March 31, 2014 and 2013 was $1,228 and $1,679, respectively.
NOTE 6 – INTANGIBLE ASSETS
The Company has capitalized internally developed computer software costs and costs to acquire computer software from a third party as intangible assets related to the Mingle software. The agreement, mentioned in Note 8, calls for a promissory note in the amount of CAD $175,000 and stock in the amount of $75,000. The total value of the purchased asset was valued as of the date of purchase at $252,951. The Company also incurred additional internally developed computer software costs of $38,796. The Company has determined a 4 year useful life for its computer software.
In the nine months ending March 31, 2014, the Company has capitalized internally developed computer software costs and costs to acquire computer software from a third party as intangible assets related to the Mymobipoints software. The total value of the purchased asset was valued as of the date of purchase at $48,750. The Company also incurred additional internally developed computer software costs of $21,881. The Company has determined a 5 year useful life for this computer software.
The Company’s intangible assets are comprised of the following on March 31, 2014 and June 30, 2013:
|
|
|
|
|
March 31, 2014
|
June 30, 2013
|
|
Computer software - Mingle
|
$ 291,747
|
$ 274,491
|
|
Computer software - Mymobipoints
|
70,631
|
-
|
|
Computer software – BTCTickers
|
1,026
|
-
|
|
Computer software – CryptoCafe
|
19,516
|
-
|
|
Computer software – Medical Marijuana
|
1,043
|
-
|
|
Computer software – Gravity 4
|
10,000
|
-
|
|
Accumulated amortization
|
(127,091)
|
(52,984)
|
|
Intangible assets, net
|
$ 266,872
|
$ 221,507
|
Total amortization expense for the nine months ended March 31, 2014 and 2013 were $74,107 and $0, respectively.
NOTE 7 – CONVERTIBLE NOTES PAYABLE
As of March 31, 2014 and June 30, 2013, respectively, the Company had an outstanding balance, net of the debt discount of $11,699 and $122,500. As of March 31, 2014 and June 30, 2013, the total outstanding accrued interest on the convertible notes payable was $69 and $1,223, respectively.
On July 31, 2012, the Company issued a convertible promissory note in the amount of $42,500. The note was due on May 2, 2013 and bore interest at 8% per annum. The loan became convertible 180 days after the date of the note. The loan and any accrued interest could then be converted into shares of the Company’s common stock at a rate of 55% multiplied by the average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date. During the year ended June 30, 2013, the Company converted $42,500 of debt and $1,700 of accrued interest into 5,658,636 shares of common stock fully extinguishing the debt.
On October 23, 2012, the Company issued a convertible promissory note in the amount of $22,500. The note was due on July 25, 2013 and bore interest at 8% per annum. The loan became convertible 180 days after the date of the note. The loan and any accrued interest could then be converted into shares of the Company’s common stock at a rate of
55% multiplied by the average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date.
During the year ended June 30, 2013, the Company converted $22,500 of debt and $900 of accrued interest into 3,946,666 shares of common stock fully extinguishing the debt.
On February 4, 2013, the Company issued a convertible promissory note in the amount of $37,500. The note was due on November 6, 2013 and bore interest at 8% per annum. The loan became convertible 180 days after the date of the note. The loan and any accrued interest could then be converted into shares of the Company’s common stock at a rate of
55% multiplied by the average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date.
During the three months ended September 30, 2013, the Company converted $37,500 of debt and $1,500 of accrued interest into 6,823,460 shares of common stock fully extinguishing the debt.
On March 19, 2013, the Company issued a convertible promissory note in the amount of $47,500. The note was due on December 26, 2013 and bore interest at 8% per annum. The loan became convertible 180 days after the date of the note. The loan and any accrued interest could then be converted into shares of the Company’s common stock at a rate of
55% multiplied by the average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date. During the period ended December 31, 2013, the Company converted $47,500 in debt and $1,900 in accrued interest into 17,950,000
shares of common stock fully extinguishing the debt.
On June 17, 2013, the Company issued a convertible promissory note in the amount of $37,500. The note is due on March 19, 2014 and bears interest at 8% per annum. The loan became convertible 180 days after the date of the note. The loan and any accrued interest can then be converted into shares of the Company’s common stock at a rate of 55% multiplied by the average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date. During the period ended December 31, 2013, the Company converted $13,000 of the balance into 4,482,759
shares of common stock;
$15,300 of the balance into 4,500,000
shares of common stock;
$9,200 of the balance and accrued interest of $1368 into 2,431,818
shares of common stock, fully extinguishing the debt.
On August 12, 2013, the Company issued a convertible promissory note in the amount of $32,500. The note is due on May 12, 2014 and bears interest at 8% per annum. The loan becomes convertible 180 days after date of the note. The loan and any accrued interest can then be converted into shares of the Company’s common stock at a rate of 55% multiplied the average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date. During the period ended December 31, 2013, the Company paid the debt and all related accrued interest in cash.
NOTE 7 – CONVERTIBLE NOTES PAYABLE (CONTINUED)
On January 13, 2014, the Company issued a convertible promissory note in the amount of $55,000. The note is due on July 13, 2014 and bears interest at 1% per annum. The loan becomes convertible immediately after the issuance date of the note. The loan and any accrued interest can then be converted into shares of the Company’s common stock at a rate of 65% within 30 days of the note date; 70% within 60 days of the note date; 75% within 180 days of the note date, or 80% thereafter, multiplied by the average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date. During the period ended December 31, 2013, the Company converted $27,500 of the balance into 2,208,126
shares of common stock
.
During the period ended December 31, 2013, the Company converted $322,326 of debt and $7,119 of accrued interest into 44,353,883 shares of common stock.
NOTE 8– DERIVATIVE LIABILITY
In accordance with AC 815, the Company has bifurcated the conversion feature of their convertible notes and recorded a derivative liability on the date each note became convertible. The derivative liability was then revalued on each reporting date.
On February 4, 2013, March 19, 2013, June 17, 2013 and August 12, 2013, the Company issued convertible promissory notes in the amounts of $37,500, $47,500, $37,500 and $32,500 respectively. The loans becomes convertible 180 days after the date of the note into shares of the Company’s common stock at a rate of 55% multiplied by the average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date.
On January 13, 2014, the Company issued a convertible promissory note in the amount of $55,000. The loan becomes convertible immediately upon signing into shares of the Company’s common stock at a
stock at a rate of 65% within 30 days of the note date; 70% within 60 days of the note date; 75% within 180 days of the note date, or 80% thereafter
, multiplied by the average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date.
The Company uses the Black-Scholes option pricing model to value the derivative liability. Included in the model to value the derivative liabilities of the above loans are the following assumptions: stock price at valuation date of $0.017 - $0.0075, exercise price of $0.0041 - $0.00935, dividend yield of zero, years to maturity of 0.5, a risk free rate of 0.12% - 0.13%, and annualized volatility of 282% - 385%. The above loans were all discounted in full based on the valuations and the Company recognized an additional derivative expense of $56,120 upon recording of the derivative liabilities. The February 4, 2013, March 19, 2013, and June 17, 2013 notes were fully converted and the entire debt discount was amortized as of March 31, 2014
.
The August 12, 2013 note was fully paid in cash. Once the loans are fully converted, the remaining derivative liability is reclassified to equity as additional paid-in capital
.
ASC 815 requires Company management to assess the fair market value of certain derivatives at each reporting period and recognize any change in the fair market value as another income or expense item. The Company’s only asset or liability measured at fair value on a recurring basis is its derivative liability associated with the above convertible debt. During the nine months ended March 31, 2013, the Company recorded a derivative liability of $51,957 in relation to the aforementioned promissory notes. As of June 30, 2013, the February 4, 2013, and March 19, 2013 promissory notes were completely converted, and as of March 31, 2014, the June 17, 2013 promissory note was completely converted into shares of common stock and the Company wrote off $76,646 and $180,758 (respectively) of the derivative liability to additional paid in capital.
At March 31, 2014, the Company revalued the remaining convertible note balance and has recorded a derivative liability of $18,738.
NOTE 9 – NOTE PAYABLE
On September 19, 2012, the Company entered into a note payable agreement with one of its vendors as part of a purchase agreement to acquire all rights to a social media software application from the vendor with an effective date of October 1, 2012. The promissory note in the amount of CAD $175,000 bears no interest and is due on October 1, 2014. The Company’s obligation to repay the note in full is conditional upon the Company generating a minimum of $500,000 in sales of the social media software application on or before the due date of October 1, 2014. If the Company 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 denomination specified in the agreement is CAD, therefore, the Company will translate the CAD into its base currency of USD each period and will record any changes to other comprehensive income.
During the period ended March 31, 2014 the Company received forgiveness of the entire note payable of $169,715, which is recognized in the income statement as a part of the Gain on Debt Settlement . As of March 31, 2014 and June 30, 2013, the outstanding note payable balance was $0 and $166,250, respectively.
NOTE 10 – CAPITAL STOCK TRANSACTIONS
Preferred stock
The authorized preferred stock is 10,000,000 shares with a par value of $0.001. As of March 31, 2014 and June 30, 2013, the Company has no shares of preferred stock issued or outstanding.
Common stock
The authorized common stock is 500,000,000 shares with a par value of $0.001. As of March 31, 2014 and June 30, 2013, 136,584,752 and 75,401,892 shares were issued and outstanding, respectively.
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 were exercisable for a one year period at an exercise price of $0.15 and expired unexercised. The Company valued these warrants using the Black-Scholes valuation model using the assumptions detailed in Note 10 and attributed a total of $26,007 of the total $45,613 proceeds to the warrants based on their relative fair value.
During the year ended June 30, 2013, the Company issued 1,625,000 shares of common stock for cash proceeds of $32,500.
During the year ended June 30, 2013, the Company issued 7,000,000 shares of common stock for services valued at $110,750. The Company recorded $72,299 to deferred compensation and is amortizing that amount over the term of the service contracts.
During the year ended June 30, 2013 the company issued 9,605,302 shares of common stock for conversion of $65,000, of debt and $2,600 of accrued interest.
Additionally, the Company converted a shareholder loan to common stock during the year ended June 30, 2013. The loan of $12,418 was converted into 1,653,120 common shares. The stock was issued at a price below market value so a loss on the conversion of $20,644 was recorded.
During the year ended June 30, 2013, the Company issued 5,000,000 shares of common stock valued at $75,000 for the purchase of intangible assets.
On July 22, 2013, the Company issued 8,000,000 shares of common stock valued at $48,750 for the purchase of intangible assets. The Company also issued 1,750,000 shares of common stock valued at $6,500 for advisory services that were fully performed at that date.
During the period ended March 31, 2014 the Company issued 44,353,883 shares of common stock for conversion of $393,318, of debt and $6,411 of accrued interest, incurring a loss on the beneficial conversion of $180,758.
NOTE 10 – CAPITAL STOCK TRANSACTIONS
(CONTINUED)
During the period ended March 31, 2014 the Company issued 2,507,508 shares of common stock in a cashless exchange of 3,000,000 options.
During the period ended March 31, 2014 the Company cancelled and retired 41,131 shares of common stock when it found that those shares had been issued in duplicate and therefore in error.
During the period ended March 31, 2014 the Company issued 4,612,600 shares of common stock for cash of $51,063.
On January 16, 2014 the Company issued 1,000,000 shares of common stock to a service provider in partial payment of accounts payable. The value of those shares was $50,000 on the date of issuance, however the service provider will sell the issued shares and apply their proceeds (less any transaction costs) to the outstanding accounts payable balance at the settlement date. Therefore, the ultimate reduction of the debt and related value of the issued shares will be adjusted upon the actual sale of the shares by the service provider.
NOTE 11 – 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 year ended June 30, 2013, the Company issued 3,000,000 options for services performed by consultants. These options have a one year life and an exercise price of $0.10 and were valued at a total of $32,545. The Company calculated a relative fair value for these options based on a volatility of 238%, a risk-free interest rate of .17% and a stock price on the date of issuance of $0.02.
On August 14, 2013 the Company granted stock options for 1,000,000 shares of common stock to a consultant for professional fees. The Company calculated a relative fair value for these options of $14,494, based on a volatility of 279%, a risk-free interest rate of .36% and a stock price on the date of issuance of $0.0149. These options had an expiration date of August 14, 2015, however, they were fully exercised on August 22, 2013.
On October 7, 2013, the Company’s Board of Directors received the written consent of stockholders in lieu of a special meeting, dated August 23, 2013 to amend the Company’s Articles of Incorporation to increase the number of
authorized shares of the common stock from two hundred million (200,000,000) shares to five hundred million (500,000,000) shares.
Changes in stock options as of March 31, 2014 are as follows:
|
|
|
|
|
|
Number of Options
|
Weighted Average Exercise Price
|
Value if Exercised
|
|
Outstanding, June 30, 2012
|
1,000,000
|
$ 0.20
|
$ 200,000
|
|
Granted
|
3,000,000
|
0.10
|
300,000
|
|
Exercised
|
-
|
-
|
-
|
|
Cancelled
|
-
|
-
|
-
|
|
Expired
|
(4,000,000)
|
-
|
-
|
|
Outstanding, June 30, 2013
|
-
|
-
|
-
|
|
Granted
|
3,000,000
|
0.005
|
15,000
|
|
Exercised
|
(2,000,000)
|
0.005
|
(10,000)
|
|
Cancelled
|
-
|
-
|
-
|
|
Expired
|
-
|
-
|
-
|
|
Outstanding, March 31, 2014
|
1,000,000
|
$ 0.005
|
$ 5,000
|
NOTE 11 – STOCK OPTIONS AND WARRANTS (CONTINUED)
Changes in stock purchase warrants as of March 31, 2014 are as follows:
|
|
|
|
|
|
Number of Warrants
|
Weighted Average Exercise Price
|
Value if Exercised
|
|
Outstanding, June 30, 2012
|
24,475,744
|
$ 0.11
|
$ 2,620,381
|
|
Granted
|
-
|
-
|
-
|
|
Exercised
|
-
|
-
|
-
|
|
Cancelled
|
-
|
-
|
-
|
|
Expired
|
(24,475,744)
|
-
|
-
|
|
Outstanding, June 30, 2013
|
-
|
-
|
-
|
|
Granted
|
-
|
-
|
-
|
|
Exercised
|
-
|
-
|
-
|
|
Cancelled
|
-
|
-
|
-
|
|
Expired
|
-
|
-
|
-
|
|
Outstanding, March 31, 2014
|
-
|
$ -
|
$ -
|
There were not any stock purchase warrants outstanding at March 31, 2014.
NOTE 12 – COMMITMENTS
On June 7, 2013, the Company entered into a consulting agreement for twelve months of services for a total of $52,000. The agreement calls for the following: months one and two: $10,000 per month; months three and four: $4,000 per month; and months five through twelve: $3,000 per month. The consultant terminated this agreement on July 7, 2013 and no remaining payments will be made.
NOTE 13 – FOREIGN CURRENCY TRANSLATION
Due to the fact that the Company’s functional currency is the U.S. Dollar and its reporting currency is the U.S. dollar, the Company must recognize the effects of variations in foreign currency exchange rates as gains and losses as a component of other comprehensive income (loss), pursuant to ASC 830 “
Foreign Currency Translation
.” To calculate this other comprehensive income and loss, the Company utilizes the “current method,” whereby assets and liabilities carried in Canadian dollars are translated into U.S. dollars at the exchange rate at the balance sheet date.
During the nine months ended March 31, 2014, the Company recognized other comprehensive losses of $5,377.
NOTE 14 – INCOME TAXES
For the nine months ended March 31, 2014, Myriad has incurred a net loss of approximately $402,560 and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is approximately $12,821,948 at March 31, 2014, and will expire beginning in the year 2028.
The provision for Federal income tax consists of the following for the nine months ended March 31, 2014 and 2013:
|
|
|
|
|
2014
|
2013
|
|
Federal income tax benefit attributable to:
|
|
|
|
Current operations
|
$ 163,000
|
$ 120,057
|
|
Less: valuation allowance
|
(163,000)
|
(120,057)
|
|
Net provision for Federal income taxes
|
$ 0
|
$ 0
|
NOTE 14 – INCOME TAXES (CONTINUED)
The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows as of March 31, 2014 and June 30, 2013:
|
|
|
|
|
March 31, 2014
|
June 30, 2013
|
|
Deferred tax asset attributable to:
|
|
|
|
Net operating loss carryover
|
$ 4,361,260
|
$ 4,198,260
|
|
Valuation allowance
|
(4,361,260)
|
(4,198,260)
|
|
Net deferred tax asset
|
$ 0
|
$ 0
|
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $12,821,948 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.
NOTE 15 – SUBSEQUENT EVENTS
As disclosed in Note 9, on January 16, 2014 the Company issued 1,000,000 shares of common stock to a service provider in partial payment of accounts payable. The value of those shares was $50,000 on the date of issuance, however the service provider will sell the issued shares and apply their proceeds (less any transaction costs) to the outstanding accounts payable balance at the settlement date. Therefore, the ultimate reduction of the debt and related value of the issued shares will be adjusted upon the actual sale of the shares by the service provider. During April 2014 the service provider sold all 1,000,000 shares and the combined settlement price is $19,807.
In accordance with ASC 855-10, the Company has analyzed its operations subsequent to March 31, 2014 through the date these financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements other than the events described above.
On April 16, 2014, we announced a partnership with Dr. Reiner Knizia, a world famous game designer from Germany. We are currently working on development of a mobile game that has previously been invented by Dr. Knizia. We have signed a contract for the rights to this game and will pay Knizia Games royalties on future sales. As compensation to Dr. Knizia, we issued 500,000 shares of common stock. In addition, Dr. Knizia will receive royalties equal to 2/7 of any net sales revenue from the game.
F-4
MYRIAD INTERACTIVE MEDIA, INC.
Notes to the Financial Statements
March 31, 2014