Quarterly Report (10-q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2014

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from ___ to ___

Commission file number 000-53892

MASSIVE INTERACTIVE, INC.

(Exact name of registrant as specified in its charter)


Nevada		20-8295316
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

6th Floor, 10 Lower Thames Street London EC3R 6AF, United Kingdom

(Address of principal executive offices) (Zip Code)

Telephone: +442076365585

(Registrant’s telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes o No x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

Number of common shares outstanding at November 10, 2014: 61,176,142.

TABLE OF CONTENTS


		PAGE
PART I	FINANCIAL INFORMATION	3

ITEM 1.	Financial statements	3
ITEM 2.	Management’s discussion and analysis of financial condition and results of operations	23
ITEM 3.	Quantitative and qualitative disclosures about market risk	27
ITEM 4.	Controls and procedures	27

PART II	OTHER INFORMATION	27

ITEM 1.	Legal proceedings	27
ITEM 1A.	Risk factors	27
ITEM 2.	Unregistered sales of equity securities and use of proceeds	27
ITEM 3.	Defaults upon senior securities	27
ITEM 4.	Mine safety disclosures	27
ITEM 5.	Other information	27
ITEM 6.	Exhibits	28
SIGNATURES		29

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

MASSIVE INTERACTIVE, INC.

CONSOLIDATED INTERIM BALANCE SHEETS

(UNAUDITED)

	At September 30,			At December 31,
	2014			2013
Assets
Current assets:
Cash and cash equivalents	$	148,527		$	1,121,181
Accounts receivable – trade, net		1,551,815			1,243,958
Other receivables		35,479			47,267
Prepayments		102,359			144,694
Work in progress		553,198			76,729
Other current assets		34,734			-
Taxes refundable		856,389			1,348,424
Total current assets		3,282,501			3,982,253
Property and equipment, net		256,349			242,092
Capitalized software costs, net		7,092,887			4,295,887
Trade names		387,578			59,654
Goodwill		9,517,202			-
Customer relationships, net		751,766			39,538
Other assets, net		16,978			16,321
Total non-current assets		18,022,760			4,653,492

Total assets	$	21,305,261		$	8,635,745

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	1,052,476		$	422,392
Accrued expenses and other current liabilities		401,391			330,236
Convertible notes payable		5,651,466			151,466
Derivative liability		1,411,317			29,317
Accrued compensation and related costs		863,117			801,009
Deferred revenue		184,352			2,103
Short-term borrowings		-			357,640
Short-term borrowings, related parties		-			921,415
Taxes payable		205,961			-
Other current liabilities		51,285			27,408
Total current liabilities		9,821,365			3,042,986
Accrued compensation and other related costs – non-current		54,633			80,733
Deferred tax liability		190,371			190,371
Other long-term liabilities		34,418			104,673
Total long-term liabilities		279,422			375,777

Total liabilities		10,100,787			3,418,763

Stockholders’ equity:
Preferred B shares		-			-
Common stock		61,186			61,186
Additional paid-in capital		45,423,175			45,423,175
Accumulated deficit		(33,697,418	)		(40,001,523	)
Accumulated other comprehensive loss		(582,469	)		(265,856	)
Total equity		11,204,474			5,216,982

Total liabilities and stockholders’ equity	$	21,305,261		$	8,635,745

See notes to consolidated financial statements

MASSIVE INTERACTIVE, INC.

CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

	Three Months Ended September 30,
	2014			2013

Revenues:
Consultancy services	$	89,858		$	-
License fee		165,489			-
Project services		3,007,661			-
Support services		85,603			-
Other income		227,426			-
Total revenues		3,576,037			-

Operating expenses:
General and administrative		3,652,378			60,282
Depreciation and amortization		242,108			-
Total operating expenses		3,894,486			60,282

Income (loss) from operations		(318,449	)		(60,282	)

Other income (expense):
Other (expense) income		(3	)		40,000
Gain on debt forgiveness		-			21,818
Gain (loss) on change in fair value of derivative liability		3,674,000			(14,149	)
Interest income		443			-
Interest expense		(113,771	)		(12,815	)
Total other income		3,560,669			34,854

Income (loss) from continuing operations before income taxes		3,242,220			(25,428	)
Income tax expense		(200,605	)		-

Income (loss) from continuing operations		3,041,615			(25,428	)
Discontinued operations:
Loss from discontinued operations		-			(23,629	)
Net income (loss)	$	3,041,615		$	(49,057	)

Comprehensive income (loss):
Foreign currency translation adjustment		(504,427	)		-
Total comprehensive income (loss)	$	2,537,188		$	(49,057	)

Net income (loss)		3,041,615			(49,057	)
Deemed dividend - amortization of beneficial conversion feature		(324,334	)		-
Net income (loss) attributable to common stockholders		2,717,281			(49,057	)

Basic earnings (loss) per share:
Net income (loss) from continuing operations	$	0.04		$	(0.01	)
Net income (loss) from discontinued operations	$	-		$	(0.01	)
Net income (loss)	$	0.04		$	(0.02	)

Weighted average common shares – Basic		61,176,142			3,657,843

Diluted earnings (loss) per share:
Net income (loss) from continuing operations	$	(0.01	)	$	(0.01	)
Net income (loss) from discontinued operations	$	-		$	(0.01	)
Net income (loss)	$	(0.01	)	$	(0.02	)

Weighted average common shares – Diluted		77,722,331			3,657,843

See notes to consolidated financial statements

MASSIVE INTERACTIVE, INC.

CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

	Nine Months Ended September 30,
	2014			2013

Revenues:
Consultancy services	$	368,393		$	-
License fee		807,714			-
Project services		8,522,512			-
Support services		300,289			-
Other income		404,571			-
Total revenues		10,403,479			-

Operating expenses:
General and administrative		9,070,755			1,263,385
Depreciation and amortization		635,280			-
Total operating expenses		9,706,035			1,263,385

Income (loss) from operations		697,444			(1,263,385	)

Other income (expense):
Other income		73			40,000
Gain on debt forgiveness		-			30,343
Gain on change in fair value of derivative liability		5,693,000			121,025
Interest income		1,725			-
Interest expense		(354,102	)		(36,539	)
Total other income		5,340,696			154,829

Income (loss) from continuing operations before income taxes		6,038,140			(1,108,556	)
Income tax benefit		265,965			-

Income (loss) from continuing operations		6,304,105			(1,108,556	)
Discontinued operations:
Loss from discontinued operations		-			(481,624	)
Net income (loss)	$	6,304,105		$	(1,590,180	)

Comprehensive income (loss):
Foreign currency translation adjustment		(316,613	)		-
Total comprehensive income (loss)	$	5,987,492		$	(1,590,180	)

Net income (loss)		6,304,105			(1,590,180	)
Deemed dividend - amortization of beneficial conversion feature		(1,189,226	)		-
Net income (loss) attributable to common stockholders		5,114,879			(1,590,180	)

Basic earnings (loss) per share:
Net income (loss) from continuing operations	$	0.08		$	(0.58	)
Net income (loss) from discontinued operations	$	-		$	(0.25	)
Net income (loss)	$	0.08		$	(0.83	)

Weighted average common shares – Basic		61,176,142			1,897,110

Diluted earnings (loss) per share:
Net income (loss) from continuing operations	$	0.00		$	(0.58	)
Net income (loss) from continuing operations	$	-		$	(0.25	)
Net income (loss)	$	0.00		$	(0.83	)

Weighted average common shares – Diluted		91,406,465			1,897,110

See notes to consolidated financial statements

MASSIVE INTERACTIVE, INC.

CONSOLIDATED INTERIM STATEMENTS OF CONVERTIBLE PREFERRED STOCK

STOCKHOLDERS’ EQUITY (DEFICIT)

(UNAUDITED)

	Common				Preferred Shares				Additional Paid in Capital		Accumulated Deficit			Foreign Currency Translation Adjustment
	Shares		Amount		Shares		Amount		Additional Paid in Capital		Accumulated Deficit			Foreign Currency Translation Adjustment			Total
Balance at December 31, 2013		61,176,142	$	61,186		55	$	-	$	45,423,175	$	(40,001,523	)	$	(265,856	)	$	5,216,982
Net income		-		-		-		-		-		6,304,105			(316,613	)		5,987,492
Balance at September 30, 2014		61,176,142	$	61,186		55	$	-	$	45,423,175	$	(33,697,418	)	$	(582,469	)	$	11,204,474

See notes to consolidated financial statements

MASSIVE INTERACTIVE, INC.

CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Nine Months Ended September 30,
	2014			2013
Cash flows from operating activities
Net income (loss)	$	6,304,105		$	(1,108,556	)
Add back: loss from discontinued operations		-			(481,624	)
Net income (loss)		6,304,105			(1,590,180	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		635,280			-
Bad debt expense		345,872
Preferred stock issued for services					1,484,660
Common stock issued for services		-			25,554
Loss on disposal of property and equipment		999			-
Derivative income		(5,693,000	)		(121,025	)
Gain on debt forgiveness		-			(48,784	)
Change in assets and liabilities, net of assets acquired and liabilities assumed:
Accounts receivable		(652,073	)		-
Development work in process		(476,469	)		-
Taxes refundable		492,035			-
Other current assets		(24,807	)		-
Accounts payable and accrued expenses		465,122			(183,725	)
Other current liabilities		202,070			-
Other receivables		11,788			(45,205	)
Taxes payable		205,961			-
Deferred revenue		182,249			-
Net cash provided by (used in) operating activities – continuing operations		1,999,132			(478,705	)
Net cash provided by operating activities – discontinued operations		-			44,575
Net cash provided by (used in) operating activities		1,999,132			(434,130	)

Cash flows from investing activities
Capital software expenditures		(1,367,462	)		-
Cash received in acquisition		20,203			-
Purchases of property and equipment		(63,169	)		-
Net cash used in investing activities – continuing operations		(1,410,428	)		-
Net cash provided by investing activities – discontinued operations		-			376,178
Net cash (used in) provided by investing activities		(1,410,428	)		376,178

Cash flows from financing activities
Proceeds from advances - related parties		-			50,000
Repayment of advances - related parties		(843,523	)		(15,760	)
Repayment of bank loans		(357,640	)		-
Proceeds from short-term notes payables		-			9,700
Repayment of hire purchase agreement		(67,298	)		-
Net cash (used in) provided by financing activities – continuing operations		(1,268,461	)		43,940
Net cash (used in) provided by financing activities – discontinued operations		-			-
Net cash (used in) provided by financing activities		(1,268,461	)		43,940
Effect of exchange rates on cash and cash equivalents		(292,897	)		-
Net change in cash and cash equivalents		(972,654	)		(14,012	)
Cash and cash equivalents at beginning of year		1,121,181			26,354
Cash and cash equivalents at end of year	$	148,527		$	12,342

Supplemental cash flow information
Cash paid for interest	$	50,690		$	36,539
Supplemental non-cash investing and financing activities
Fair Value of convertible note issued for Acquisition, net of cash received	$	12,554,797		$	-

See notes to consolidated financial statements

MASSIVE INTERACTIVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – Basis of Presentation

Massive Interactive, Inc. (the “Company”) a leading provider of innovative solutions for the management, delivery and streaming of Internet Protocol (IP)-based video and media assets. The Company’s comprehensive software platform enables enterprise customers to acquire, manage and distribute their video assets across just about every device used by consumers including Games Consoles, Smart TV’s, Tablets, Smart Phones, Internet-Enabled Set Top Boxes and other internet linked devices. The Company’s suite of products include, MDK, a cross-device software development solution, MUI, a cross devices suite of User Interfaces, MSM, a powerful video management Content Management System (CMS), and MVP, a complete end-to-end managed video platform. The Company’s offers its solutions over the Internet as a subscription service model using a software-as-a-service (SaaS) or an on-demand model, and by installing software onsite for clients as part of an enterprise licensing model. The Company’s software addresses the unique needs found across different industry verticals, each with the shared aim of offering video to consumers across multiple devices. The verticals the Company addresses are across Telecommunications, Media, Technology, Hospitality, Automotive, Travel, Leisure and Publishing. The Company has an average ‘Win’ ratio of 92%, as its solutions significantly enhance the way its clients can monetize and manage their media assets by helping to drive sales and drastically reducing the overall cost of ownership of enterprise grade video management and merchandising for its customers.

In addition to the Company’s software business, it operates design services and technical services businesses. The Company’s services work includes: creative interface design, branding strategies, strategic planning and technical/systems integration services. The Company currently provides its software solutions, professional and creative services internationally through its offices in New York, London, Prague and Sydney.

In the fourth quarter of 2013, as part of the acquisition of Massive Media Pty Ltd., the Company proceeded to exit the oil and gas operations related to the properties owned while the entity operated as Xtreme Oil and Gas (“Xtreme”). As such, the Company reported all activity related to Xtreme as discontinued operations beginning with the financial results presented in the Annual Report on form 10-K for the year ended December 31, 2013. See Note 4.

Organizational History

Xtreme Technologies, Inc. was incorporated in the state of Washington in 2003 with a focus on telecommunications technologies. By early 2006 that business ceased operations and had no assets, becoming a shell company at that time. In December 2006, Xtreme Technologies, Inc. acquired Emerald Energy Partners, LLC for 7,960,000 shares of Common Stock and changed its name to Xtreme Oil & Gas, Inc. Immediately prior to its acquisition of Emerald Energy Partners, LLC, Xtreme Technologies, Inc. effected a one for 500 reverse stock split resulting in 185,516 shares outstanding.

The acquisition of Emerald Energy Partners, LLC is treated for accounting purposes as an acquisition of Xtreme Technologies, Inc. by Emerald Energy Partners and a re-capitalization of the limited liability company. With the acquisition of Emerald Energy Partners LLC, Xtreme began to acquire and to develop additional oil and gas properties.

On November 7, 2013, Xtreme sold 55 shares of redeemable preferred B stock and 55,000,000 of common stock to Southport Lane, LP, through its subsidiaries and Southport Equity II, LLC, a wholly owned subsidiary of Southport Lane, LP, respectively, in exchange for an aggregate of $5,500,000.

Southport Equity II now owns approximately 90% of the Company’s outstanding common stock and is the controlling shareholder of the Company. Southport Equity II, LLC used its available cash as capitalized by its parent, Southport Lane, LP, to fund its purchase of the common stock. There was no controlling party of the Company prior to this investment by Southport Equity II, LLC.

On November 15, 2013 Xtreme acquired all of the issued and outstanding capital stock of Massive Media Pty Ltd. (“Massive Media”) a proprietary limited company organized under the laws of New South Wales, Australia, from the shareholders of Massive in exchange for $4,167,190 pursuant to a stock purchase agreement dated October 17, 2013. Of the proceeds, approximately $866,000 was to be paid to settle certain debts of Massive Media simultaneously as part of the acquisition; the remaining proceeds of $3.3 million was transferred at settlement for the stock.

On November 25, 2013 Xtreme changed its name to Massive Interactive, Inc.

On May 1, 2014, Massive Interactive, Inc. consummated the purchase of all outstanding shares of Wunderkind Group Pty Ltd. (“Wunderkind”) pursuant to a Stock Purchase Agreement in exchange for a convertible promissory note issued by the Company. The principal amount of the promissory note is $5.5 million and it is convertible into 45% of the total shares of the Company common stock issued and outstanding on a fully diluted basis on the date of conversion. The promissory note has a term of one year and bears interest at the rate of 0.5% annually.

MASSIVE INTERACTIVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 – Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of the Company’s management, the accompanying consolidated financial statements reflect all adjustments (which include only normal recurring adjustments) necessary to present fairly the consolidated financial position and results of operations and cash flows for the periods presented.

All significant intercompany accounts and transactions are eliminated in consolidation. Certain items in these financial statements have been reclassified to conform to the current period presentation. These reclassifications had no impact on the Company’s balance sheet, results of operations, stockholders’ equity or cash flows.

The notes to the consolidated financial statements contained in the Annual Report on Form 10-K for the year ended December 31, 2013 should be read in conjunction with these consolidated financial statements. Results of operations for interim periods are not necessarily indicative for the results of operations for a full year.

Going Concern and Plan of Operation

These consolidated financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As of September 30, 2014, the Company's continuing operations had cash of $148,527, and a working capital balance of $523,919. As of December 31, 2013, continuing operations had cash of $1,121,181 and a working capital balance of $1,120,050. Working capital is defined as current assets minus current liabilities, excluding restricted cash, convertible loan notes, derivative liability and discontinued operations.

The Company took aggressive steps to become debt free in the nine months to September 30, 2014 and has repaid $1,201,163 of borrowings in order to become free of debt constraints. This was nonrecurring and one off. Excluding the repayment of these borrowings, the Company was cash flow positive for the nine months ended September 30, 2014.

The Company is comfortable that the convertible loan note due for payment on May 1, 2015 will be settled for shares, this assumption is based on the fact that the principal noteholder is Mr. Ron Downey who is also a director of Massive.

The Company believes that the currently available cash and cash flows from future operations will be sufficient to satisfy the Company's anticipated working capital requirements for the foreseeable future.

Principles of Consolidation

The consolidated financial statements include the financial statements of the Company and its subsidiaries, Massive Media Pty Ltd, Massive Interactive Media Ltd, and Wunderkind Group Pty Ltd. As part of the acquisition of Massive Media Pty Ltd and its controlled entities by the Company, it discontinued all oil and gas operations related to properties owned in Texas and Oklahoma. Financial results related to the oil and gas operations is reported as discontinued operations beginning with the financial results presented within this document as of September 30, 2013 (See Note 4).

Use of Estimates

The preparation of consolidated 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 disclosures 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.

On an ongoing basis, the Company evaluates its estimates, including those related to the accounts receivable allowance, the useful lives of long-lived assets and other intangible assets, and income taxes, among others. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying value of assets and liabilities as well as reported revenue and expenses during the periods presented.

MASSIVE INTERACTIVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 – Summary of Significant Accounting Policies - continued

Fair Value of Financial Instruments

Pursuant to the Accounting Standards Codification (“ASC”) No. 820, “Disclosures About Fair Value of Financial Instruments”, the Company records its financial assets and liabilities at fair value. ASC No. 820 provides a framework for measuring fair value, clarifies the definition of fair value and expands disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. ASC No. 820 establishes a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

Level 1—Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

Level 2—Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the asset/liability’s anticipated life.

Level 3—Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

The carrying values for cash and cash equivalents, accounts receivable, other current assets, accounts payable and accrued liabilities approximate their fair value due to their short maturities.

Accounts Receivable

Receivables from services are recognized and carried at the original invoice amount less allowance for any uncollectible amounts.

Management periodically reviews receivables for collectability. An estimate for doubtful accounts is made when collection of the full amount is no longer probable. Uncollectible receivables are charged off against the allowance account. An allowance for doubtful accounts of $345,872 and $0 was recorded as of September 30, 2014 and December 31, 2013, respectively.

The Company did not have any off balance-sheet credit exposure relating to its customers, suppliers or others.

Concentration of Credit Risk

Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable for which the carrying amounts approximate fair value. The Company places their cash and cash equivalents with financial institutions with high-credit ratings and quality.

The Company conducts credit evaluations of customers and generally does not require collateral or other security from customers. The Company establishes an allowance for doubtful accounts primarily based upon the age of the receivables and factors relevant to determining the credit risk of specific customers. The amount of receivables ultimately not collected by the Company has generally been consistent with management’s expectations and the allowance established for doubtful accounts.

Major customers

For the nine month period ended September 30, 2014, the Company had two significant customers which individually accounted for 21% and 13%, respectively, of the revenues. The Company’s sales to its top five customers accounted for approximately 58% of revenues during the nine month period ended September 30, 2014. These customers accounted for approximately 40% and 59% of accounts receivable balance as of September 30, 2014 and December 31, 2013, respectively.

Major suppliers

The Company had purchases from seven vendors that accounted for approximately 32% of purchases during the nine month period ended September 30, 2014. These vendors accounted for approximately 35% and 20% of the accounts payable balance as of period ended September 30, 2014 and December 31, 2013, respectively.

MASSIVE INTERACTIVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 – Summary of Significant Accounting Policies - continued

Segment Reporting

ASC 280, Segment Reporting, establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance. The Group’s chief operating decision maker is the Chief Executive Officer, who reviews consolidated results of operations prepared in accordance with US GAAP when making decisions about allocating resources and assessing performance of the Group; hence, the Group has only one operating segment, namely the software development services.

Income Taxes

The Company recognizes deferred income tax liabilities and assets for the expected future income tax consequences of temporary differences between financial accounting bases and income tax bases of assets and liabilities. Deferred income taxes are measured by applying currently enacted income tax rates. The Company accounts for uncertainty in income taxes for income tax positions taken or expected to be taken in an income tax return. Only income tax positions that meet the more-likely-than-not recognition threshold will be recognized.

This process includes an analysis of whether tax positions the Company takes with regard to a particular item of income or deduction would meet the definition of an uncertain tax position under the standards. Management believes that tax positions taken by the Company with regard to income and deduction do not constitute any uncertain tax positions under the standards.

Goods and Services Tax/Value Added Tax

The Company's Australian operations are subject to the Goods and Services Tax on revenue sales of 10%. The Company's United Kingdom operations are subject to the Value Added Tax on revenue sales of 20%.

Revenue Recognition

The Company recognizes revenue when it is realized and earned. Specifically, the Company recognizes revenue when services are performed and projects are completed and accepted by the customer.

Project Services Revenue

Revenue derived from services primarily includes consulting, implementation, and training. Fees are primarily billed under time and materials arrangements and are recognized as services are performed.

License Revenue

License revenue in connection with license agreements for standard proprietary software is recognized upon delivery of the software, provided collection is considered probable and the fee is fixed or determinable.

Maintenance Revenue

Revenue derived from technical support contracts primarily includes telephone consulting and on-site support as well as error reporting and correction services. Maintenance contracts are typically sold for a separate fee with initial contractual period of one year with renewal for additional periods thereafter. Technical support service revenue is recognized ratably over the term of the service agreement.

Deferred Revenue

Deferred revenue represents advance payments or billings for software licenses, services, and maintenance.

MASSIVE INTERACTIVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 – Summary of Significant Accounting Policies - continued

Cost of Revenues

Cost of revenues for licenses includes amortization of capitalized computer software development costs. Costs for maintenance and services revenues include the cost of personnel to conduct implementations, customer support and consulting, and other personnel-related expenses.

Foreign Currency Translation

The functional currency of the Company is Australian Dollars (“AUD”), and the functional currency of Massive Interactive Media Ltd is Great British Pounds ("GBP").

For financial reporting purposes, the financial statements of the Company and its subsidiaries, which are prepared using each entity's functional currency, are translated into the Company’s reporting currency, the United States Dollar (“USD”). Assets and liabilities are translated using the exchange rate at each balance sheet date. Revenue and expenses are translated using average rates prevailing during each reporting period, and shareholders’ equity is translated at historical exchange rates. Adjustments resulting from the translation are recorded as a separate component of accumulated other comprehensive income in shareholders’ equity.

The exchange rates applied are as follows:

	Nine Months Ended	Three Months Ended	Year Ended
	September 30, 2014	September 30, 2014	December 31, 2013
Period end AUD to USD exchange rate	0.9138	0.9138	0.8941
Period end GBP to USD exchange rate	1.6687	1.6687	1.6561
Average AUD to USD exchange rate	0.8718	0.9117	0.9578
Average GBP to USD exchange rate	1.6210	1.6560	1.5669

Capitalized Computer Software Development Costs

The Company capitalizes software development costs in accordance with the FASB ASC Topic 985-20 Costs of Software to be Sold, Leased or Marketed. All software development costs are capitalized and reported at the lower of unamortized cost or net realizable value. Capitalization ceases when the product or enhancement is available for general release to customers.

The Company makes ongoing evaluations of the recoverability of its capitalized software projects by comparing the net amount capitalized for each product to the estimated net realizable value of the product. If such evaluations indicate that the unamortized software development costs exceed the net realizable value, the Company writes off the amount by which the unamortized software development costs exceed net realizable value. The Company's capitalized computer software development costs are being amortized ratably based on the projected revenues associated with the related software or on a straight-line basis over five years, whichever method results in a higher level of amortization.

Derivative Instruments

The Company’s debt or equity instruments may contain embedded derivative instruments, such as conversion options, which in certain circumstances may be required to be bifurcated from the associated host instrument and accounted for separately as a derivative instrument liability.

The identification of, and accounting for, derivative instruments is complex. The Company’s derivative instrument liabilities are re-valued at the end of each reporting period, with changes in the fair value of the derivative liability recorded as charges or credits to income, in the period in which the changes occur. For bifurcated conversion options related to the notes issued in 2011 (see Note 9) that are accounted for as derivative instrument liabilities, the Company determines the fair value of these instruments using the binomial option pricing model. That model requires assumptions related to the remaining term of the instrument and risk-free rates of return, the Company’s current Common Stock price and expected dividend yield, and the expected volatility of the Company’s Common Stock price over the life of the option.

MASSIVE INTERACTIVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 – Summary of Significant Accounting Policies – continued

For the bifurcated conversion option related to the convertible note issued in 2014 (see Note 9) in connection with the Wunderkind Acquisition, the Company determined the fair value of the instruments using the Monte Carlo Valuation Model, due to the multitude of possible outcomes for the instrument. This model requires assumptions related to the remaining term of the instrument and risk-free rates of return, the Company's current Common Stock price and expected dividend yield, and the expected volatility of the Company's Common Stock price over the life of the option.

Deemed dividend

The Company incurred a deemed dividend on Series B Preferred Redeemable Stock. As the conversion rate was less than the deemed fair value of the Common Stock of $0.50, the Series B Preferred Redeemable Stock contains a beneficial conversion feature as described in ASC 470. The difference in the stated conversion price and estimated fair value of the Common Stock is accounted for as a beneficial conversion feature and affects EPS. The potential impact of the beneficial conversion feature on EPS has been disclosed in the Consolidated Interim Statements of Operations and Comprehensive Income (Loss), and a reconciliation between basic and dilutive EPS is shown below.

Earnings (Loss) per Share

The Company adopted ASC 260, "Earnings Per Share" ("EPS"), which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures, and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net income (loss) applicable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net income per common share is computed by dividing the net income applicable to common stockholders, adjusted on an "as if converted" basis, by the weighted average number of common shares outstanding plus potential dilutive securities. Diluted EPS excluded all dilutive potential shares if their effect is anti-dilutive.

The following sets forth the computation of diluted EPS for the three and nine months ended September 30, 2014:

	Three months ended Sept 30, 2014								Nine months ended Sept 30, 2014
	Net income (Numerator)			Shares (Denominator)		Per Share Amount			Net income (Numerator)			Shares (Denominator)		Per Share Amount
Basic EPS	$	2,717,281			61,176,142	$	0.04		$	5,114,879			61,176,142	$	0.08
Change in fair value of derivative instruments		(3,674,000	)		-					(5,693,000	)		-
Dilutive shares related to notes and warrants		-			16,546,189					-			30,230,323
Dilutive EPS	$	(956,719	)		77,722,331	$	(0.01	)	$	(578,121	)		91,406,465	$	0.00

Basic net income per share is based on the weighted average number of common and common equivalent shares outstanding. Potential common shares includable in the computation of fully diluted per share results are not presented for the nine months ended September 30, 2014 and the periods ended September 30, 2013 in the consolidated financial statements as their effect would be anti-dilutive. The total number of shares issuable upon conversion of preferred shares that were not included in dilutive earnings per share for the three and nine months ended September 30, 2014 were 11,666,842 and 5,402,740.

Commitments and Contingencies

In the normal course of business, the Company is subject to loss contingencies, such as legal proceedings and claims arising out of its business, that cover a wide range of matters, including, among others, government investigations, product and environmental liability, and tax matters. In accordance with ASC 450-20, Accounting for Contingencies, the Company records accruals for such loss contingencies when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. Historically, the Company has not experienced any material service liability claims.

MASSIVE INTERACTIVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 – Summary of Significant Accounting Policies – continued

Recent Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No 2013-02 Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (“ASU 2014-09”). This guidance is intended to improve the transparency of items reclassified out of accumulated other comprehensive income to net income. The standard requires an entity to present, in a single location, information about the amounts reclassified out of accumulated other comprehensive income, by component, including the income statement line items affected by the reclassification. The amendments in this standard are effective prospectively for reporting periods beginning after December 15, 2012. The adoption of this guidance did not have a material impact on the Company's results of operations, cash flows or financial position.

In March 2013 the FASB issued ASU 2013-05, Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity. This standard is an update to clarify existing guidance for the release of cumulative translation adjustments into net income when a parent sells all or a part of its investment in a foreign entity or achieves a business combination of a foreign entity in stages. The amendments in this Update are effective prospectively for fiscal years (and interim reporting periods within those years) beginning after December 15, 2013. The adoption of this guidance did not have a material impact on the Company's results of operations, cash flows or financial position.

In July 2013 the FASB issued ASU 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. This guidance to require standard presentation of an unrecognized tax benefit when a carryforward related to net operating losses or tax credits exists. The amendments in this Update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of this guidance did not have a material impact on the Company's results of operations, cash flows or financial position.

In May 2014 the FASB issued ASU 2014-09, Revenue from Contracts with Customers, as a new Topic, Accounting Standards Codification (ASC) Topic 606. The new revenue recognition standard provides a five-step analysis of transactions to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU is effective for public companies for annual periods beginning after December 15, 2016 (fiscal 2018) and shall be applied retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Company is evaluating the effect of adopting this new accounting guidance.

NOTE 3 – Acquisitions

The following transactions were accounted for using the acquisition method which requires, among other things, that the assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the expected revenue and cost synergies of the combined business.

Massive Media

On November 15, 2013 the Company acquired all of the issued and outstanding capital stock of Massive Media, a proprietary limited company organized under the laws of New South Wales, Australia, from the shareholders of Massive Media in exchange for $3,301,907 in cash pursuant to a stock purchase agreement dated October 17, 2013. The Company also assumed short term borrowings of $1,979,220. It was determined that the Company had entered into a bargain purchase transaction, in which the fair value of the acquired assets exceeded the consideration transferred by $726,010. The final purchase consideration for the 2013 acquisition of Massive Media was $6,007,137.

Unaudited pro forma results of operations data for the three and nine months ended September 30, 2013 are shown below as if the Company and the entities described above had been combined on January 1, 2013. The pro forma results include estimates and assumptions which management believes are reasonable. However, pro forma results do not include any anticipated cost savings or other effects of the planned integration of these entities, and are not necessarily indicative of the results that would have occurred if the business combinations had been in effect on the dates indicated, or which may result in the future. The below table excludes balances for operations that were discontinued; see Note 4 below for additional information.

MASSIVE INTERACTIVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 – Acquisitions – continued

	Unaudited Pro Forma Results of Operations
	For the nine months			For the three months
	ended September 30, 2013			ended September 30, 2013

Revenues from continuing operations	$	5,440,197		$	2,272,046
Loss from continuing operations	$	(1,724,979	)	$	(52,867	)
Net loss from continuing operations	$	(1,368,038	)	$	(170,382	)

Basic loss per share:	$	(0.02	)	$	(0.00	)
Diluted loss per share:	$	(0.02	)	$	(0.00	)
Proforma shares outstanding		55,560,947			55,560,947

Wunderkind

On May 1, 2014, the Company consummated the purchase of all outstanding shares of Wunderkind pursuant to a Stock Purchase Agreement in exchange for a convertible promissory note (the “Wunderkind Promissory Note”) issued by the Company. The principal amount of the promissory note is $5.5 million and it is convertible into 45% of the total shares of the Company common stock issued and outstanding on a fully diluted basis on the date of conversion. The Wunderkind Promissory Note has a term of one year and bears interest at the rate of 0.5% annually.

The Stock Purchase Agreement was entered into in accordance with the terms of a binding letter of intent with the Company’s Chief Executive Officer, Ronald Downey, as earlier disclosed in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on April 1, 2014. Mr. Downey is the majority shareholder of Wunderkind. The Stock Purchase Agreement contains customary representations and warranties and covenants of each party. Breaches of the representations and warranties will be subject to customary indemnification provisions.

The purchase price is calculated as follows:

Convertible note	$	5,500,000
Fair value of conversion feature		7,075,000
Total estimated purchase price	$	12,575,000

The preliminary purchase price allocation as of the date of acquisition is set forth in the table below and reflects various fair value estimates and analysis. These estimates were determined through established and generally accepted valuation techniques including preliminary work performances by third-party valuation specialists, and are subject to change during the purchase price allocation period (up to one year from the acquisition date) as valuations are finalized.

Cash and cash equivalents	$	20,203
Trade names and Trademarks		360,000
Developed Software		2,100,000
Customer relationships		780,000
Goodwill		9,517,202
Property, plant and equipment		2,860
Net working capital, net of cash		(205,265	)
Total allocation of purchase price	$	12,575,000

MASSIVE INTERACTIVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 – Acquisitions – continued

	Unaudited Pro Forma Results of Operations					Unaudited Pro Forma Results of Operations
	For the nine months			For the three months		For the nine months			For the three months
	ended September 30, 2013			ended September 30, 2013		ended September 30, 2014			ended September 30, 2014

Revenues from continuing operations	$	339,123		$	128,199		167,795		$	59,694
(Loss) income from continuing operations	$	(1,051,903	)	$	11,106		(168,356	)	$	(147,220	)
Net (loss) income from continuing operations	$	(1,051,903	)	$	11,106		5,230,870		$	3,423,527

Basic (loss) income per share	$	(0.02	)	$	0.00		0.09		$	0.06
Diluted (loss) income per share	$	(0.02	)	$	0.00		0.06		$	0.04
Proforma shares outstanding - Basic		55,560,947			55,560,947		61,176,142			61,176,142
Proforma shares outstanding - Diluted		55,560,947			55,560,947		91,512,342			77,722,331

NOTE 4 – Discontinued Operations

In the fourth quarter of 2013, as part of the acquisition of Massive Media Pty Ltd., the Company’s management decided to exit the oil and gas operations related to the properties owned while the entity operated as Xtreme. The Company completed the sale of the Oklahoma and Kansas assets for approximately $341,000 in cash, plus the transfer of approximately $1.3 million in liabilities to the purchaser. In addition, the leases expired on all the remaining assets in Texas and Xtreme secured a release from the leaseholder for all future liabilities.

The following table shows certain components of the results of operations of the Company’s discontinued operations:

	Nine months ended September 30					Three months ended September 30
	2014		2013			2014		2013
Revenues	$	-	$	74,929		$	-	$	-

Income (loss) from discontinued operations	$	-	$	(481,624	)	$	-	$	(23,629	)

Provision for income tax	$	-	$	-		$	-	$	-

Income (loss) from discontinued operations	$	-	$	(481,624	)	$	-	$	(23,629	)

Basic earnings (loss) per share attributable to discontinued operations:	$	-	$	(0.25	)	$	-	$	(0.01	)

Diluted earnings (loss) per share attributable to discontinued operations:	$	-	$	(0.25	)	$	-	$	(0.01	)

MASSIVE INTERACTIVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 – Intangible Assets

Intangible assets consist of the following:

	September 30, 2014							December 31, 2013
	Gross		Accumulated			Net		Gross		Accumulated			Net
	Amount		Amortization			Amount		Amount		Amortization			Amount
Capitalized Software Costs	$	7,878,283	$	(785,396	)	$	7,092,887	$	4,360,000	$	(64,113	)	$	4,295,887
Trade names		420,000		(32,422	)		387,578		60,000		(346	)		59,654
Customer Relationships		820,000		(68,234	)		751,766		40,000		(462	)		39,538
Goodwill		9,517,202		-			9,517,202		-		-			-
Total	$	18,635,485	$	(886,052	)	$	17,749,433	$	4,460,000	$	(64,921	)	$	4,395,079

Amortization expense amounted to $821,131and $0 for the nine month periods ended September 30, 2014 and 2013, respectively. The amortization expense will be subject to foreign exchange movements.

The Company amortizes intangible assets on a straight line basis over their estimated useful lives, generally as follows: four to nine years for software, ten to twenty years for customer relationships and trade names, and one to five years for other intangible assets, except goodwill. Goodwill is not amortized, but subject to impairment testing.

Amortization of the remaining intangible assets is expected to be $1,243,141for 2014, $1,688,041 for years 2015 through 2018, and $1,058,055 in aggregate for years thereafter through 2019.

The following table sets forth the changes in the Company’s goodwill during the nine-month period ended September 30, 2014 resulting from the acquisition by the Company of its operating subsidiary.

The following table summarizes the Company’s goodwill as of September 30, 2014 and December 31, 2013:

	Goodwill
December 31, 2013	$	-

Acquisition of Wunderkind		9,517,202

Balance at September 30, 2014	$	9,517,202

The Wunderkind Group Pty Ltd acquisition was only completed a short time ago and the operations are still being integrated into the existing business model. Management continues to evaluate the post-acquisition integration and should the business not progress as originally anticipated then a goodwill impairment may be necessary.

NOTE 6 – Fair Value Measurements

Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. The Company evaluates the fair value of certain assets and liabilities using the following fair value hierarchy which ranks the quality and reliability of inputs, or assumptions, used in the determination of fair value:

	•	Level 1 — quoted prices in active markets for identical assets and liabilities

	•	Level 2 — inputs other than Level 1 quoted prices that are directly or indirectly observable

	•	Level 3 — unobservable inputs that are not corroborated by market data

MASSIVE INTERACTIVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 – Fair Value Measurements – continued

The Company evaluates assets and liabilities subject to fair value measurements on a recurring and nonrecurring basis to determine the appropriate level to classify them for each reporting period. This determination requires significant judgments to be made by the Company. The following table sets forth the Company’s assets and liabilities that were measured at fair value on a recurring basis as of September 30, 2014 and December 31, 2013, by level within the fair value hierarchy:

	Amounts at		Fair Value Measurement Using
	Fair Value		Level 1		Level 2		Level 3

As of September 30, 2014
Liabilities
Conversion feature	$	1,382,000	$	-	$	-	$	1,382,000
Warrant liability		7,717		-		-		7,717
Note liability		21,600		-		-		21,600

As of December 31, 2013
Liabilities
Warrant liability	$	7,717	$	-	$	-	$	7,717
Note liability		21,600		-		-		21,600

The carrying amounts of the Company’s long-term liabilities approximate their fair value because the interest rate is reflective of rates that the Company could currently obtain on debt with similar terms and conditions. See Note 9 for additional information about the changes in the fair value for the items above.

NOTE 7 – Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities at September 30, 2014 and December 31, 2013 comprises of the following

	September 30,			December 31,
	2014			2013
Credit Cards		$	63,319		$	16,763
Accrued Expenses			338,072			313,473
Accrued Expenses and Other Current Liabilities		$	401,391		$	330,236

Accrued expenses constitute trade creditor balances where invoices have not yet been received.

NOTE 8 – Accrued Compensation and Related Costs

Accrued compensation and related costs at September 30, 2014 and December 31, 2013 were as follows:

	September 30,		December 31,
Current	2014		2013
Payable to Staff		-		5,499
Long Service Leave Provision		193,697		188,118
Annual Leave Provision		326,667		328,842
Employee Pension Plan		140,075		110,966
Federal Payroll Tax		185,691		152,681
Other Payroll Tax		16,987		14,903
Accrued compensation and related costs	$	863,117	$	801,009

Non-Current	September 30, 2014		December 31, 2013
Long Service Leave Provision-non current	$	54,633	$	80,733
Accrued compensation and related costs-non current	$	54,633	$	80,733

MASSIVE INTERACTIVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9 – Borrowings

Convertible Notes Payable

On September 12, 2011, Xtreme raised $2,360,000 in convertible notes (the “9/12 Notes”). The 9/12 Notes bear an interest rate of 12% per annum and matured on September 12, 2013. Under the convertible note agreements, the lender has the right to convert all or any part of the outstanding and unpaid principal and interest into shares of the Company’s common stock; provided however, that in no event shall the lender be entitled to convert any portion of the 9/12 Notes that would result in the beneficial ownership by it and its affiliates to be more than 9.99% of the outstanding shares of our common stock. The 9/12 Notes are convertible at a fixed conversion price of $0.28 per share. In addition, Xtreme issued warrants (the “Warrants”) to acquire 6,810,269 shares of the Company’s common stock at a strike price of $0.28 per share. The Warrants expire on September 12, 2016. The conversion price of the 9/12 Notes and Warrants will be reduced in the event the Company issues or sells any shares of common stock less than the conversion price.

Xtreme delayed scheduled payments on the 9/12 Notes for the seven months ending December 31, 2012. As a result the remaining 9/12 Notes totaling $151,466 as of September 30, 2014 remain in default. The Company is accruing interest at the default rate of 18% as a result.

The conversion features of the 9/12 Notes and Warrants are accounted for as derivative liabilities at the date of issuance and adjusted to fair value through earnings at each reporting date, due to anti-dilution reset features. The fair value was estimated on the date of grant using a binomial option-pricing model that incorporated the following weighted-average assumptions: expected dividend yield of 0%; expected volatility of 290%; risk-free interest rate of 0.05% and an expected holding period of 24 months for the 9/12 Notes and 60 months for the Warrants. The resulting values, at the date of issuance, were allocated to the proceeds received and applied as a discount to the face value of the 9/12 Notes and Warrants. Xtreme recorded a derivative expense on the 9/12 Notes of $649,212 at inception and a further derivative expense on the Warrants of $2,431,437 at inception based on the guidance in ASC 815-10 and ASC 815-40-15 due to a reset feature on the exercise price.

On May 1, 2014, in connection with the acquisition of Wunderkind (See note 3), the Company issued a Convertible Promissory Note (“Wunderkind Note”) in the amount of $5.5M, plus interest of 0.5% compounded annually. All outstanding and unpaid principal, together with any then unpaid and accrued interest and other amounts payable hereunder, shall be due and payable in full on May 1, 2015, unless this Wunderkind Note shall have been previously converted. Pursuant to section 2.1 of the Wunderkind Note, Wunderkind will have the right to convert all or part of the outstanding principal on the note into a number of shares of the Company Common Stock equal to 45% of the total shares of the Company Common Stock issued and outstanding on a fully diluted basis (or the appropriate pro rata amount, in case of conversion of part of the outstanding principal) on the date of conversion.

The conversion features of the Wunderkind Note are accounted for as derivative liabilities at the date of issuance and adjusted to fair value through earnings at each reporting date, due to anti-dilution reset features as well as the feature that provides for conversion into a variable number of shares equal to 45% of the total value of outstanding shares, on a diluted basis. The fair value was estimated on the date of grant using a Monte Carlo valuation model that incorporated the following weighted-average assumptions: expected dividend yield of 0%; expected volatility of 70%; risk-free interest rate of 0.10%, an expected holding period of 12 months and the likelihood of a dilutive event of 5%. The resulting values, at the date of issuance, were allocated to the dilutive and non-dilutive conversion features. The Company recorded a gain on change in fair value on the Wunderkind Note of $5,693,000 at September 30, 2014 due to a change in market value of the convertible features.

	September 30, 2014
Derivative liability	12/31/2013		New Borrowings		Fair Value Adjustments			Redemptions		Total
Conversion feature, non-dilution	$	-	$	7,075,000	$	(5,693,000	)	$	-	$	1,382,000
Warrants		7,717		-		-			-		7,717
Note		21,600		-		-			-		21,600
	$	29,317	$	7,075,000	$	(5,693,000	)	$	-	$	1,411,317

MASSIVE INTERACTIVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10 – Borrowings – Related Party

Short-term borrowings

The total available Trade finance facility with Bank of Queensland is $369,152 (AUD 400,000). The repayment term is usually at 90 days or the payment receipt of the particular invoice security. The interest expense related to the Trade finance loan for the nine month period ended September 30, 2014 and the year ending December 31, 2013 was $8,638 and $9,976 respectively. The amount outstanding as of September 30, 2014 and December 31, 2013 on this facility was $0 and $357,640, respectively.

During the year ended December 31, 2013, a director advanced $357,627 to the Company. Interest is accrued on these advances at the rate of 43% per annum. The advances and accrued interest are payable on demand and unsecured. This loan was repaid in January 2014.

During the year ended December 31, 2013, a director advanced $48,788 to the Company. Interest is accrued on these advances at the rate of 9% per annum. The advances and accrued interest are payable on demand and unsecured. This loan was repaid in June 2014.

During the year ended December 31, 2013, an investor advanced $515,000 to the Company. Interest is accrued on these advances at the rate of 4% per annum. The advances and accrued interest are payable on demand and unsecured. This loan was repaid in January 2014.

NOTE 11 – Taxes (Refundable) Payable

		September 30, 2014			December 31, 2013
Goods and Services Taxes Payable	Australia	$	15,055		$	75,907
Withholding Tax Payable	Australia		-			-
Fringe Benefit Tax Payable	Australia		356			(813	)
Value Added Tax Payable	United Kingdom		8,810			53,079
Income Tax Refundable	Australia		(880,610	)		(1,476,597	)
Taxes Refundable		$	(856,389	)	$	(1,348,424	)

The above income tax refundable includes a Research and Development (R&D) tax incentive, which provides a tax offset for eligible R&D activities and is targeted toward R&D that benefits Australia. The incentive, being a refundable tax offset, is available for those entities engaging in eligible activities whose aggregated turnover is less than $20 million.

NOTE 12 – Income Taxes

Income tax expense for the three month periods ended September 30, 2014 and 2013 is comprised of foreign income tax expense of $200,605 and $0, respectively. Income tax expense for the nine month periods ended September 30, 2014 and 2013 is comprised of foreign income tax benefit of $265,965 and $0, respectively.

The following summarizes the difference between the income tax benefit and the amount computed by applying the statutory federal income tax rate of 34% to income before income tax:

	Three months ended September 30,						Nine months ended September 30,
	2014			2013			2014			2013
Federal income tax expense (benefit) at statutory rate		1,102,355			(8,646	)		2,052,968			(376,909	)
Foreign taxes at less than federal statutory rate		(189,870	)		1,017			90,428			-
Non-deductible (non-assessable) items / losses not recognised		(1,113,090	)		7,629			(2,143,396	)		376,909
Add: tax incentive		-			-			265,965			-
Total	$	(200,605	)	$	-		$	265,965			-

MASSIVE INTERACTIVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 13 – Employee Defined Contribution Plan

Employees of the Company participate in government mandated defined contribution plan, pursuant to which certain pension benefits are provided to employees. The government mandate requires certain percentages of the employees’ salaries be paid into Trust accounts for the benefit of the employees. The Group has no legal obligation for the benefits beyond the contributions made. The total amounts for such employee benefits, which were expensed as incurred, were $203,861 and $174,872 for the nine month periods ended September 30, 2014 and 2013, respectively.

NOTE 14 – Stockholders’ Equity

Capital Structure

The Company is authorized to issue up to 200,000,000 shares of common stock, $0.001 par value per share. The holders of the common stock do not have any preemptive right to subscribe for, or purchase, any shares of any class of stock.

The Company is authorized to issue up to 50,000,000 shares of preferred stock, $0.001 par value per share of which 55 were issued and outstanding as of December 31, 2013.

The Company has redeemed and canceled its one class of Non-transferable Preferred Stock. The Non-transferable Preferred Stock, which consisted of 1,000 shares, was returned to the Company by Mr. McAndrew upon his resignation as the Company’s Chief Executive Officer, on September 6, 2013.

Reverse Split

On August 17, 2013 Xtreme received approval to complete a 1 for 100 reverse split of all outstanding shares of Xtreme's Common Stock by filing a Certificate of Amendment with the Nevada Secretary of State. Each issued and outstanding share of Common Stock would automatically be changed into a fraction of a share of Common Stock in accordance with the ratio of 1 for 100. The par value of the Common Stock would remain unchanged at $0.001 per share, and the number of authorized shares of Common Stock would remain unchanged as well. Any fractional shares resulting from the Reverse Split have been rounded up to the nearest whole number. The reverse split became effective after filing a Certificate of Amendment with the Nevada Secretary of State and upon the completion of the review and comment process with FINRA on August 17, 2013. The Company has retroactively reflected the reverse split in the accompanying financial statements.

Preferred Stock

The shares of Preferred Stock, other than the Nontransferable Preferred Stock, could be issued from time to time by the Company’s Board of Directors in its sole discretion without further approval or authorization by the stockholders, in one or more series, each of which series could have any particular distinctive designations as well as relative rights and preferences as determined by the Board of Directors. The relative rights and preferences that may be determined by the Board of Directors in its discretion from time to time include but are not limited to the following:

•

the rate of dividend and whether the dividends are to be cumulative and the priority, if any, of dividend payments relative to other series in the class;

•

whether the shares of any such series may be redeemed, and if so, the redemption price and the terms and conditions of redemption;

•

the amount payable with respect to such series in the event of voluntary or involuntary liquidation and the priority, if any, of each series relative to other series in the class with respect to amounts payable upon liquidation and sinking fund provision, if any, for the redemption or purchase of the shares of that series; and

•

the terms and conditions, if any, on which the shares of a series may be converted into or exchanged for shares of any class, whether common or preferred, or into shares of any series of the same class, and if provision is made for conversion or exchange, the times, prices, rates, adjustments and other terms.

On November 7, 2013, the Company sold 55 shares of redeemable preferred B stock and 55,000,000 of common stock to Southport Lane, LP, through its subsidiaries and Southport Equity II, LLC, a wholly owned subsidiary of Southport Lane, LP, respectively, in exchange for an aggregate of $5,500,000. The Preferred Stock accrues an annual dividend of $6,750 per share. The Preferred Stock is redeemable by the Company at any time prior to November 16, 2016. Southport Lane Equity II, LLC may convert the Preferred Stock following the 3rd anniversary of the date of issuance. The Preferred Stock is convertible at $0.60, 120% of the closing bid price of the Company’s common stock on November 1, 2013. The conversion price changes for certain diluting issuances in accordance with the agreement.

MASSIVE INTERACTIVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 15 – Business and Geographic Segment Information

ASC 280, Segment Reporting, establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is the Chief Executive Officer, who reviews consolidated results of operations prepared in accordance with GAAP when making decisions about allocating resources and assessing performance of the Group; hence, the Group has only one operating segment, namely the software development services.

For the three and nine month periods ended September 30, 2014 and 2013, the Company’s revenues were generated in the following geographic regions:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2014		2013		2014		2013
United Kingdom	$	2,405,662	$	-	$	5,634,464	$	-
Australia		1,170,375		-		4,769,015		-
Consolidated total	$	3,576,037	$	-	$	10,403,479	$	-

At September 30, 2014 and December 31, 2013, long-lived assets by geographic area consist of property and equipment and are as follows:

	September 30,		December 31,
	2014		2013
United Kingdom	$	125,143	$	39,326
Australia		131,206		202,766
Consolidated total	$	256,349	$	242,092

NOTE 16 – Subsequent Events

On October 24, 2014, the Company entered into a Note and Warrant Purchase Agreement (the “Note and Warrant Purchase Agreement”) with Gil Orbach (“Investor”) to issue a $1,000,000 in principal amount promissory note (the “Note”) and warrants (the “Warrants”) to purchase an aggregate of 100,000 shares of the common stock, $0.001 par value (the “Common Stock”), of the Company (the “Offering”). The Note and Warrants were issued by the Company to the Investor on October 24, 2014.

The Note bears interest at a rate of 10.0% per annum, payable quarterly on the dates that are 3, 6, 9, and 12 months from the date of the Note. The Note will mature on October 24, 2015. The Company may not prepay the Note, unless approved in writing by Investor. The Note holds first precedence with regard to any other creditors, instruments, or contractual obligations of the Company, and cannot be subordinated without the written approval of the Investor. In the event that a party other than Investor or his affiliate (which specifically includes any entity controlled by Zachary Venegas or Scott Ogur) acquires 20% or more of the equity or assets of the Company (a “Change in Control”), Investor may demand that the principal and interest for one year shall become immediately due and payable.

The Warrants expire three years after their initial issuance date and may be exercised for a purchase price equal to $0.25 per share of Common Stock, subject to customary anti-dilution adjustments. In the event of a Change in Control, the exercise price of the Warrant shall reset to $0.05 per share and the number of shares of Common Stock underlying the Warrant shall increase to 550,000.

The Company intends to use the proceeds of the Offering for general corporate purposes.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Information

This “Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be read in conjunction with our accompanying consolidated financial statements and related notes.

In addition to historical information, this quarterly report on Form 10-Q (this “Quarterly Report”) contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Exchange Act. Forward-looking statements may appear throughout this Quarterly Report, including without limitation, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section. We use words such as “believe,” “intend,” “expect,” “anticipate,” “plan,” “may,” “will,” “should,” “estimate,” “potential,” “project” and similar expressions to identify forward-looking statements. Such statements include, among others, those concerning our expected financial performance and strategic and operational plans, as well as all assumptions, expectations, predictions, intentions or beliefs about future events. You are cautioned that any such forward-looking statements are not guarantees of future performance and that a number of risks and uncertainties could cause actual results to differ materially from those anticipated in the forward-looking statements. Such risks and uncertainties include, but are not limited to the risks identified in our Annual Report on the Form 10-K for the year ended December 31, 2013.

Given the risks and uncertainties surrounding forward-looking statements, you should not place undue reliance on these statements. Many of these factors are beyond our ability to control or predict. Our forward-looking statements speak only as of the date of this Quarterly Report. Other than as required by law, we undertake no obligation to update or revise forward-looking statements, whether as a result of new information, future events, or otherwise.

Overview

Massive Interactive, Inc. (the “Company” or “Massive”) is a leading provider of innovative solutions for the management, delivery and streaming of Internet Protocol (IP)-based video and media assets. Our comprehensive software platform enables enterprise customers to acquire, manage and distribute their video assets across various devices used by consumers including Games Consoles, Smart TV’s, Tablets, Smart Phones, Internet-Enabled Set Top Boxes and other devices. Our suite of products include, MDK, a cross-device software development solution, MUI, a cross devices suite of user interfaces, MSM, a powerful video content management and merchandising system (CMS), and MVP, a complete end-to-end managed video platform. We offer our solutions over the Internet as a subscription service model using a software-as-a-service (SaaS) or an on-demand model, and by installing our software onsite for clients as part of an enterprise licensing model. Our software address the unique needs found across different industry verticals, each with the shared aim of offering video to consumers across multiple devices. The verticals we address include Telecommunications, Media, Technology, Hospitality, Automotive, Travel & Leisure and Publishing. The Company has an average ‘Win’ ratio of 92%, reflecting how our solutions significantly enhance the way our clients monetize and manage their media assets by driving sales and drastically reducing the overall cost of ownership of enterprise-grade video management and merchandising.

In addition to our software business, we operate design services and technical services businesses. Our services work includes - creative interface design, branding strategies, strategic planning and technical/systems integration services. We currently provide our software solutions, professional and creative services internationally through our offices in New York, London, Prague and Sydney.

On May 1, 2014, we consummated the purchase of all outstanding shares of Wunderkind pursuant to a Stock Purchase Agreement in exchange for a convertible promissory note (the “Wunderkind Promissory Note”) issued by the Company. The principal amount of the promissory note is $5.5 million and it is convertible into 45% of the total shares of our common stock issued and outstanding on a fully diluted basis on the date of conversion. The Wunderkind Promissory Note has a term of one year and bears interest at the rate of 0.5% annually.

The Stock Purchase Agreement was entered into in accordance with the terms of a binding letter of intent with the Company’s Chief Executive Officer, Ronald Downey, as earlier disclosed in the Current Report on Form 8-K that we filed with the Securities and Exchange Commission on April 1, 2014. Mr. Downey is the majority shareholder of Wunderkind. The Stock Purchase Agreement contains customary representations and warranties and covenants of each party. Breaches of the representations and warranties will be subject to customary indemnification provisions.

On October 24, 2014, we entered into a Note and Warrant Purchase Agreement with Gil Orbach (the “Investor”) to issue a $1,000,000 in principal amount promissory note and warrants to purchase an aggregate of 100,000 shares of Common Stock, $0.001 par value of the Company (the “Offering”). The note bears interest at a rate of 10.0% per annum and will mature on October 24, 2015. The note holds first precedence with regard to any other creditors, instruments, or contractual obligations of the Company, and cannot be subordinated without the written approval of the Investor. In the event that a party other than Investor or his affiliate (which specifically includes any entity controlled by Zachary Venegas or Scott Ogur) acquires 20% or more of the equity or assets of the Company (a “Change in Control”), Investor may demand that the principal and interest for one year shall become immediately due and payable. The warrants expire three years after their initial issuance date and may be exercised for a purchase price equal to $0.25 per share of Common Stock, subject to customary anti-dilution adjustments. In the event of a Change in Control, the exercise price of the Warrant shall reset to $0.05 per share and the number of shares of Common Stock underlying the Warrant shall increase to 550,000. We intend to use the proceeds of the Offering for general corporate purposes.

Results of Operations

The following paragraphs set forth our results of operations for the periods presented. The period-to-period comparison of financial results is not necessarily indicative of future results. Our results are comprised of the results of operation of Massive Media Pty Ltd., (“Massive Media”) for the three and nine months ended September 30, 2014 as well as from Wunderkind Group Pty Ltd. ("Wunderkind") from the time of its acquisition, May 1, 2014 through September 30, 2014. As noted in our annual report on Form 10-K filed with the SEC on April 15, 2014, as part of the acquisition of Massive Media, we proceeded to exit the oil and gas operations related to the properties owned while the entity operated as Xtreme Oil and Gas (“Xtreme”). As such, we reported all activity related to Xtreme’s operations as discontinued operations for the three and nine months ended September 30, 2014 and 2013. Further detail can be found within Note 4, Discontinued Operations in our financial statements included in this form 10-K.

For the Three Months Ended September 30, 2014 compared to the Three Months Ended September 30, 2013

Revenues

For the three month period ended September 30, 2014, revenues were $3,576,037 compared to revenues of $0 for the three month period ended September 30, 2013. Our revenue is comprised of the revenue recognized by Massive Media and Wunderkind for the three months ended September 30, 2014. As previously noted, as part of the acquisition of Massive Media, we proceeded to exit the oil and gas operations related to the properties owned while the entity operated as Xtreme. As such, we reported all activity related to Xtreme as discontinued operations for the three months ended September 30, 2014 and 2013, respectively. Further detail can be found within Note 4, Discontinued Operations in our financial statements included in this Quarterly Report.

General and Administrative Expenses

For the three month period ended September 30, 2014, general and administrative expenses were $3,652,378 compared to $60,282 for the three month ended September 30, 2013. Our general and administrative expenses are comprised of the expenses recorded by Massive Media and Wunderkind for the three month period ended September 30, 2014 as well as the remaining expenditures of Xtreme that were not reported in discontinued operations for the three months ended September 30, 2014 and 2013, respectively. As previously noted, as part of the acquisition of Massive Media, we proceeded to exit the oil and gas operations related to the properties owned while the entity operated as Xtreme.

Depreciation and Amortization Expenses

Depreciation and amortization expense during the three months ended September 30, 2014 and 2013 was approximately $242,108 and $0, respectively. Our depreciation and amortization expenses are comprised of the expenses recorded by Massive Media and Wunderkind for the three month period ended September 30, 2014. As previously noted, as part of the acquisition of Massive Media, we proceeded to exit the oil and gas operations related to the properties owned while the entity operated as Xtreme. As such, we reported all activity related to Xtreme as discontinued operations for the three months ended September 30, 2014 and 2013, respectively. Further detail can be found within Note 4, Discontinued Operation in our financial statements included in this Quarterly Report.

Impairment

Other Income (expense)

Other income increased from $34,854 in 2013 to $3,560,669 in 2014. This was primarily due to the decrease in fair value of the derivative liability, offset by interest expense in 2014.

Income Tax Expense

The income tax expense increased from $0 in 2013 to $200,605 for the three months ended September 30, 2014. The tax expense for the 3 months ended 30 September 2014 is a result of Massive’s UK operations being in a tax payable position for the first time.

Net Income

For the three month period ended September 30, 2014, we had net income of $3,041,615 compared with net loss of $49,057 for the three months ended September 30, 2013. The increase in net income from 2013 was primarily due to the change in fair value of the derivative liability and an increase in revenue from the acquisition of Massive Media.

For the Nine Months Ended September 30, 2014 compared to the Nine Months Ended September 30, 2013

Revenues

For the nine month period ended September 30, 2014, revenues were $10,403,479 compared to revenues of $0 for the nine month period ended September 30, 2013. Our revenue is comprised of the revenue recognized by Massive Media for the nine months ended September 30, 2014, as well as from Wunderkind from the time of the acquisition, May 1, 2014 through September 30, 2014. As previously noted, as part of the acquisition of Massive Media, we proceeded to exit the oil and gas operations related to the properties owned while the entity operated as Xtreme. As such, we reported all activity related to Xtreme as discontinued operations for the nine months ended September 30, 2014 and 2013, respectively. Further detail can be found within Note 4, Discontinued Operations in our financial statements included in this Quarterly Report.

General and Administrative Expenses

For the nine month period ended September 30, 2014, general and administrative expenses were $9,070,755 compared to $1,263,385 for the nine month ended September 30, 2013. Our general and administrative expenses are comprised of the expenses recorded by Massive Media for the nine month period ended September 30, 2014 as well as the remaining expenditures of Xtreme that were not reported in discontinued operations for the nine months ended September 30, 2014 and 2013, respectively. Additionally, also included are the general and administrative expenses from Wunderkind from the time of its acquisition, May 1, 2014 through September 30, 2014. As previously noted, as part of the acquisition of Massive Media, we proceeded to exit the oil and gas operations related to the properties owned while the entity operated as Xtreme.

Depreciation and Amortization Expenses

Depreciation and amortization expense during the nine months ended September 30, 2014 and 2013 was approximately $635,280 and $0, respectively. Our depreciation and amortization expenses are comprised of the expenses recorded by Massive Media for the nine month period ended September 30, 2014, as well as from Wunderkind from the time of its acquisition, May 1, 2014 through September 30, 2014. As previously noted, as part of the acquisition of Massive Media, we proceeded to exit the oil and gas operations related to the properties owned while the entity operated as Xtreme. As such, we reported all activity related to Xtreme as discontinued operations for the nine months ended September 30, 2014 and 2013, respectively. Further detail can be found within Note 4, Discontinued Operation in our financial statements included in this Quarterly Report.

Impairment

Other Income (expense)

Other income increased from $154,829 in 2013 to $5,340,696 in 2014. This was primarily due to the change in fair value of the derivative liability offset by interest expense in 2014.

Income Tax Benefit

The tax benefit for the 9 months ended 30 September 2014 is a net result, comprising a tax expense in relation to Massive’s UK operations, (which is in a tax payable position for the first time), and a tax benefit in relation to Massive’s Australian operations (Massive Media). The income tax benefit represents a Research and Development (R&D) tax incentive, which provides a tax offset for eligible R&D activities and is targeted toward R&D that benefits Australia. The offset for Massive Media exceeds the tax payable for Massive UK, resulting in a net benefit of $265,965. See Note 11, Taxes (Payable) Refundable in our financial statements included in this Quarterly Report.

Net Income

For the nine month period ended September 30, 2014, we had net income of $6,304,105 compared with net loss of $1,590,180 for the nine months ended September 30, 2013. The increase in net income from 2013 was primarily due to the increase in revenue from the acquisition of Massive Media in addition to the gain on change in fair value of the derivative liability.

Liquidity and Capital Resources:

As of September 30, 2014, our continuing operations had cash of $148,527, and a working capital balance of $523,919. As of December 31, 2013, continuing operations had cash of $1,121,181 and a working capital balance of $1,120,050. Working capital is defined as current assets minus current liabilities, excluding restricted cash, convertible loan notes, derivative liability and discontinued operations.

The reduction in cash is due to the repayment of $1,201,163 of debt liabilities. This was nonrecurring and one off.

We are comfortable that the convertible loan note due for payment on May 1, 2015 will be settled for shares, this assumption is based on the fact that the principal noteholder is Mr. Ron Downey who is also a director of Massive.

We believe that cash from future operations and our currently available cash will be sufficient to satisfy our anticipated working capital requirements for the foreseeable future.

Cash Flows from Continuing Operations

Operating activities

Cash provided by (used in) operating activities from continuing operations during the nine month periods ended September 30, 2014 and 2013 was $1,999,132 and ($478,705), respectively. The cash flows from operations in 2014 related to net income of $6,304,105, depreciation, amortization and non-cash expenses of $982,151, offset by a gain on change in fair value of derivative liability of $5,693,000 and changes in operating assets and liabilities provided cash of $405,876. For 2013, Xtreme’s changes in operating assets and liabilities used $228,930 of cash, in addition to a consolidated net loss from continuing operations for the nine months ended September 30, 2013 of $1,108,556, in addition to net non-cash expenses of $1,340,405, primarily related to preferred stock issued for services, were the factors contributing to the net cash used in operating activities in 2013.

Investing Activities

Cash used in investing activities from continuing operations was related primarily of capital expenditures for the nine months ended September 30, 2014. The nine months ended September 30, 2013 had no cash flow change for continuing operations as a result of investing activities.

Financing Activities

Cash (used in) provided by financing activities of continuing operations for the nine month period ended September 30, 2014 amounted to ($1,268,461), compared to $43,940 for the nine month period ended September 30, 2013 for Xtreme. This is primarily due to the funds paid of $1,201,163 on borrowings in 2014, compared to proceeds received from borrowings of $59,700 during 2013, offset by payments on borrowings of $15,760.

Disclosure About Off-Balance Sheet Arrangements

We do not have any transactions, agreements or other contractual arrangements that constitute off-balance sheet arrangements.

ITEM 3. QUANTITATIVE AND QUALITATTIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The term “disclosure controls and procedures” is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This term refers to the controls and procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files under the Exchange Act is recorded, processed, summarized, and reported within the required time periods. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our Chief Executive Officer and our Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this quarterly report. They have concluded that, as of that date, our disclosure controls and procedures were effective at ensuring that required information will be disclosed on a timely basis in our reports filed under the Exchange Act.

Management is continuing to update our disclosure controls and procedures post-acquisition of the Wunderkind Group Pty Ltd.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

ITEM 1A. RISK FACTORS

Not applicable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

None

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

10.28	Note and Warrant Purchase Agreement by and between Massive Interactive, Inc. and Gil Orbach, dated as of October 24, 2014.

10.29	Common Stock Purchase Warrant issued to Gil Orbach on October 24, 2014.

10.30	Form of Promissory Note issued to Gil Orbach on October 24, 2014.

31.1	Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2	Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1	Certification Pursuant to 18 U.S.C. adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2	Certification Pursuant to 18 U.S.C. adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS	XBRL Instance Document

101.SCH	XBRL Taxonomy Extension Schema

101.CAL	XBRL Taxonomy Extension Calculation Linkbase

101.DEF	XBRL Taxonomy Extension Definition Linkbase

101.LAB	XBRL Taxonomy Extension Label Linkbase

101.PRE	XBRL Taxonomy Extension Presentation Linkbase

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Massive Interactive Inc.

November 14, 2014	By:	/s/ Ron Downey
		Ron Downey, Chief Executive Officer
		(Principal Executive Officer)

November 14, 2014	By:	/s/ Antaine Furlong
		Antaine Furlong, Chief Financial Officer
		(Principal Financial Officer)

Exhibit 10.28

MASSIVE INTERACTIVE, INC.

NOTE AND WARRANT PURCHASE AGREEMENT

This Note and Warrant Purchase Agreement, dated as of October 24, 2014 (this “Agreement”), is entered into by and among Massive Interactive, Inc., a Nevada corporation (the “Company”) and the persons and entities listed on the schedule of investors attached hereto as Schedule I (each an “Investor” and, collectively, the “Investors”), as such Schedule I may be amended in accordance with Section 6 hereof.

RECITALS

A. On the terms and subject to the conditions set forth herein, certain Investors are willing to purchase from the Company, and the Company is willing to sell to such Investor, a promissory note in the principal amount set forth opposite such Investor’s name on Schedule I, together with a related warrant to acquire shares of the Company’s capital stock.

B. Capitalized terms not otherwise defined herein shall have the meaning set forth in the form of Note (as defined below) attached hereto as Exhibit A.

AGREEMENT

NOW THEREFORE, in consideration of the foregoing, and the representations, warranties, and conditions set forth below, the parties hereto, intending to be legally bound, hereby agree as follows:

1. The Notes and Warrants.

(a) Issuance of Notes. Subject to all of the terms and conditions hereof, the Company agrees to issue to each of the Investors, and each of the Investors severally agrees to purchase a promissory note in the forms attached as Exhibit A hereto (each, a “Note” and, collectively, the “Notes”) in the principal amount set forth opposite the respective Investor’s name on Schedule I

(b) The obligations of the Investors to purchase Notes are several and not joint. The aggregate principal amount for all Notes issued hereunder shall be $1,000,000 (the “Principal Amount”).

(c) Issuance of Warrants. Concurrently with the issuance of the Notes to the Investors, the Company will issue to each Investor a warrant in the form attached hereto as Exhibit B (each, a “Warrant” and, collectively, the “Warrants”) to purchase up to a number of shares of common stock equal to the number of shares set forth opposite each Investor’s name on Schedule I.

(d) Delivery. The issuance, sale and purchase of the Notes and Warrants shall take place at a closing (the “Closing”) to be held at such place and time as the Company and the Investors may determine (the “Closing Date”). At the Closing, the Company will deliver to each of the Investors the Note and Warrant to be purchased by such Investor, against receipt by the Company of the corresponding purchase price set forth on Schedule I (the “Purchase Price”). Each of the Notes and Warrants will be registered in such Investor’s name in the Company’s records.

(e) Use of Proceeds. The proceeds of the sale and issuance of the Notes shall be used for general corporate purposes.

(f) Payments. The Company will make all cash payments due under the Notes in immediately available funds by 4:00 p.m. New York time on the date such payment is due at the address for such purpose specified below each Investor’s name on Schedule I, or at such other address, or in such other manner, as an Investor or other registered holder of a Note may from time to time direct in writing.

(g) Pari Passu with All Notes. Each Note shall rank equally without preference or priority of any kind with each of the Notes issued by the Company to the Investors hereunder. All payments on account of principal and interest with respect to the Notes shall be applied ratably and proportionately on each such Note on the basis of the original principal amount of outstanding indebtedness represented by such Note.

(h) Change of Control. In the event that a party other than the Investors or their affiliate (which specifically includes any entity controlled by Zachary Venegas or Scott Ogur) acquires 20% or more of the equity or assets of the company prior to the Maturity Date of the Notes (as defined in the Form of Note attached hereto as Exhibit A, then notwithstanding any provision of the Notes to the contrary (i) the Company will give the Investors at least two weeks prior written notice of the anticipated closing date of such sale of the Company and (ii) the Company will pay the holders of the Notes $1,100,000.00 at the closing of such sale, and (iii) the number of Warrants issued to the Investors shall be increased to 550,000 from 100,000 and the exercise price of the Warrants shall decrease to $0.05 per share, and (iv) the Investors shall be given sufficient time to exercise the Warrants and shall be entitled to sell the common stock acquired pari passu.

2. Representations and Warranties of the Company. The Company represents and warrants to each Investor that:

(a) Due Incorporation, Qualification, etc. The Company (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada; (ii) has the power and authority to own, lease and operate its properties and carry on its business as now conducted; and (iii) is duly qualified, licensed to do business and in good standing as a foreign corporation in each jurisdiction where the failure to be so qualified or licensed could reasonably be expected to have a material adverse effect on the Company.

(b) Authority. The execution, delivery and performance by the Company of each Transaction Document to be executed by the Company and the consummation of the transactions contemplated thereby (i) are within the power of the Company and (ii) have been duly authorized by all necessary actions on the part of the Company.

(c) Enforceability. Each Transaction Document executed, or to be executed, by the Company has been, or will be, duly executed and delivered by the Company and constitutes, or will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.

(d) Non-Contravention. The execution and delivery by the Company of the Transaction Documents executed by the Company and the performance and consummation of the transactions contemplated thereby do not and will not (i) violate the Company’s certificate of incorporation or bylaws or any material judgment, order, writ, decree, statute, rule or regulation applicable to the Company; (ii) violate any provision of, or result in the breach or the acceleration of, or entitle any other Person to accelerate (whether after the giving of notice or lapse of time or both), any material mortgage, indenture, agreement, instrument or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any security interest, mortgage, pledge, lien, claim, charge or other encumbrance upon any property, asset or revenue of the Company or the suspension, revocation, impairment, forfeiture, or nonrenewal of any material permit, license, authorization or approval applicable to the Company, its business or operations, or any of its assets or properties.

(e) Subsidiaries. The Company does not own or control, directly or indirectly, any interest in any corporation, partnership, limited liability company, association or other business entity.

(f) Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority or other Person (including, without limitation, the shareholders of any Person) is required in connection with the execution and delivery of the Transaction Documents executed by the Company and the performance and consummation of the transactions contemplated thereby, other than such as have been obtained and remain in full force and effect and other than such qualifications or filings under applicable securities laws as may be required in connection with the transactions contemplated by this Agreement.

(g) No Violation or Default. The Company is not in violation of or in default with respect to (i) its certificate of incorporation or bylaws or any material judgment, order, writ, decree, statute, rule or regulation applicable to such Person; or (ii) any material mortgage, indenture, agreement, instrument or contract to which such Person is a party or by which it is bound (nor is there any waiver in effect which, if not in effect, would result in such a violation or default).

(h) Accuracy of Information Furnished. None of the Transaction Documents and none of the other certificates, statements or information furnished to Investors by or on behalf of the Company in connection with the Transaction Documents or the transactions contemplated thereby contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company does not represent or warrant that it will achieve any financial projections provided to the Investors and represents only that such projections were prepared in good faith.

3. Representations and Warranties of Investors. Each Investor, for that Investor alone, represents and warrants to the Company upon the acquisition of a Note and Warrant as follows:

(a) Binding Obligation. Such Investor has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement and the Transaction Documents constitute valid and binding obligations of such Investor, enforceable in accordance with their terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.

(b) Securities Law Compliance. Such Investor has been advised that the Notes, the Warrants and the underlying securities have not been registered under the Securities Act, or any state securities laws and, therefore, cannot be resold unless they are registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. Such Investor is aware that the Company is under no obligation to effect any such registration with respect to the Notes, the Warrants or the underlying securities or to file for or comply with any exemption from registration. Such Investor has not been formed solely for the purpose of making this investment and is purchasing the Notes and Warrants to be acquired by such Investor hereunder for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. Such Investor has such knowledge and experience in financial and business matters that such Investor is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing such Investor’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time. Such Investor is an accredited investor as such term is defined in Rule 501 of Regulation D under the Securities Act and shall submit to the Company such further assurances of such status as may be reasonably requested by the Company. Such Investor has furnished or made available any and all information requested by the Company or otherwise necessary to satisfy any applicable verification requirements as to accredited investor status. Any such information is true, correct, timely and complete. The residency of the Investor (or, in the case of a partnership or corporation, such entity’s principal place of business) is correctly set forth beneath such Investor’s name on Schedule I.

(c) Access to Information. Such Investor acknowledges that the Company has given such Investor access to the corporate records and accounts of the Company and to all information in its possession relating to the Company, has made its officers and representatives available for interview by such Investor, and has furnished such Investor with all documents and other information required for such Investor to make an informed decision with respect to the purchase of the Notes and the Warrants.

(d) Tax Advisors. Such Investor has reviewed with its own tax advisors the U.S. federal, state and local and non-U.S. tax consequences of this investment and the transactions contemplated by this Agreement. With respect to such matters, such Investor relies solely on any such advisors and not on any statements or representations of the Company or any of its agents, written or oral. Such Investor understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment and the transactions contemplated by this Agreement.

4. Conditions to Closing of the Investors. Each Investor’s obligations at the Closing are subject to the fulfillment, on or prior to the Closing Date, of all of the following conditions, any of which may be waived in whole or in part by the applicable Investor:

(a) Representations and Warranties. The representations and warranties made by the Company in Section 2 shall be true and correct in all material respects on the Closing Date.

(b) Governmental Approvals and Filings. Except for any notices required or permitted to be filed after the Closing Date with certain federal and state securities commissions, the Company shall have obtained all governmental approvals required in connection with the lawful sale and issuance of the Notes and Warrants.

(c) Legal Requirements. At the Closing, the sale and issuance by the Company, and the purchase by the Investors, of the Notes and Warrants shall be legally permitted by all laws and regulations to which the Investors or the Company are subject.

(d) Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents and instruments incident to such transactions shall be reasonably satisfactory in substance and form to the Investors.

(e) Transaction Documents. The Company shall have duly executed and delivered to the Investors the following documents (the “Transaction Documents”):

(i) This Agreement; and

(ii) Each Note and Warrant issued hereunder.

5. Conditions to Obligations of the Company. The Company’s obligation to issue and sell the Notes and the Warrants at the Closing is subject to the fulfillment, on or prior to the Closing Date of the following conditions, any of which may be waived in whole or in part by the Company:

(a) Representations and Warranties. The representations and warranties made by the applicable Investors in Section 3 hereof shall be true and correct when made, and shall be true and correct on the Closing Date.

(c) Legal Requirements. At the Closing, the sale and issuance by the Company, and the purchase by the applicable Investors, of the Notes and the Warrants shall be legally permitted by all laws and regulations to which such Investors or the Company are subject.

(d) Purchase Price. Each Investor shall have delivered to the Company the Purchase Price in respect of the Note and Warrant being purchased by such Investor referenced in Section 1(c).

6. Miscellaneous.

(a) Waivers and Amendments. Any provision of this Agreement may be amended, waived or modified only upon the written consent of the Company and Investors.

(b) Governing Law. This Agreement and all actions arising out of or in connection with this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law provisions of the State of New York or of any other state.

(c) Jurisdiction and Venue. Each of the parties irrevocably consents to the exclusive jurisdiction of, and venue in, the state courts in County of New York in the State of New York (or in the event of exclusive federal jurisdiction, the courts of the Southern District of New York), in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein, and agrees that process may be served upon them in any manner authorized by the laws of the State of California for such persons.

(d) Survival. The representations, warranties, covenants and agreements made herein shall survive the execution and delivery of this Agreement.

(e) Successors and Assigns. Subject to the restrictions on transfer described in Sections 6(f) and 6(g), the rights and obligations of the Company and the Investors shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.

(f) Registration, Transfer and Replacement of the Notes. The Notes issuable under this Agreement shall be registered notes. The Company will keep, at its principal executive office, books for the registration and registration of transfer of the Notes. Prior to presentation of any Note for registration of transfer, the Company shall treat the Person in whose name such Note is registered as the owner and holder of such Note for all purposes whatsoever, whether or not such Note shall be overdue, and the Company shall not be affected by notice to the contrary. Subject to any restrictions on or conditions to transfer set forth in any Note, the holder of any Note, at its option, may in person or by duly authorized attorney surrender the same for exchange at the Company’s chief executive office, and promptly thereafter and at the Company’s expense, except as provided below, receive in exchange therefor one or more new Note(s), each in the principal requested by such holder, dated the date to which interest shall have been paid on the Note so surrendered or, if no interest shall have yet been so paid, dated the date of the Note so surrendered and registered in the name of such Person or Persons as shall have been designated in writing by such holder or its attorney for the same principal amount as the then unpaid principal amount of the Note so surrendered. Upon receipt by the Company of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note and (a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it; or (b) in the case of mutilation, upon surrender thereof, the Company, at its expense, will execute and deliver in lieu thereof a new Note executed in the same manner as the Note being replaced, in the same principal amount as the unpaid principal amount of such Note and dated the date to which interest shall have been paid on such Note or, if no interest shall have yet been so paid, dated the date of such Note.

(g) Assignment by the Company. The rights, interests or obligations hereunder may not be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior written consent of Investors.

(h) Entire Agreement. This Agreement together with the other Transaction Documents constitute and contain the entire agreement among the Company and Investors and supersede any and all prior agreements, negotiations, correspondence, understandings and communications among the parties, whether written or oral, respecting the subject matter hereof.

(i) Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, sent by facsimile or electronic mail (if to an Investor or any other holder of Company securities) or otherwise delivered by hand, messenger or courier service addressed:

(i) if to an Investor, to the Investor’s address, facsimile number or electronic mail address as shown in the Company’s records, as may be updated in accordance with the provisions hereof;

(ii) if to any other holder of any Notes, Warrants or shares issuable upon conversion or exercise thereof, to such address, facsimile number or electronic mail address as shown in the Company’s records, or, until any such holder so furnishes an address, facsimile number or electronic mail address to the Company, then to the address, facsimile number or electronic mail address of the last holder of such Notes, Warrants or shares issuable upon conversion or exercise thereof for which the Company has contact information in its records with a copy (which shall not constitute notice) to [_____________________________].; or

(iii) if to the Company, to the attention of the Chief Executive Officer or Chief Financial Officer of the Company at 6th Floor, 10 Lower Thames Street London EC3R 6AF, United Kingdom, or at such other current address as the Company shall have furnished to the Investors, with a copy (which shall not constitute notice) to William Haddad, Reed Smith LLP, 599 Lexington Avenue, New York, NY 10022.

Each such notice or other communication shall for all purposes of this Agreement be treated as effective or having been given (i) if delivered by hand, messenger or courier service, when delivered (or if sent via a nationally-recognized overnight courier service, freight prepaid, specifying next-business-day delivery, one business day after deposit with the courier), or (ii) if sent via mail, at the earlier of its receipt or five days after the same has been deposited in a regularly-maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid, or (iii) if sent via facsimile, upon confirmation of facsimile transfer or, if sent via electronic mail, upon confirmation of delivery when directed to the relevant electronic mail address, if sent during normal business hours of the recipient, or if not sent during normal business hours of the recipient, then on the recipient’s next business day. In the event of any conflict between the Company’s books and records and this Agreement or any notice delivered hereunder, the Company’s books and records will control absent fraud or error.

(j) Expenses. Each Investor and the Company will bear its own fees and expenses incurred in connection with the preparation, execution and delivery of this Agreement and the other Transaction.

(k) Separability of Agreements; Severability of this Agreement. The Company’s agreement with each of the Investors is a separate agreement and the sale of the Notes and the Warrants to each of the Investors is a separate sale. Unless otherwise expressly provided herein, the rights of each Investor hereunder are several rights, not rights jointly held with any of the other Investors. Any invalidity, illegality or limitation on the enforceability of the Agreement or any part thereof, by any Investor whether arising by reason of the law of the respective Investor’s domicile or otherwise, shall in no way affect or impair the validity, legality or enforceability of this Agreement with respect to other Investors. If any provision of this Agreement shall be judicially determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

(l) Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same agreement. Facsimile copies of signed signature pages will be deemed binding originals.

(signature page follows)

The parties are signing this Note and Warrant Purchase Agreement as of the date stated in the introductory clause.

		MASSIVE INTERACTIVE, INC., a Nevada corporation



	By:	/s/ Antaine Furlong
	Name:	Antaine Furlong
	Title:	Chief Financial Officer
	Address: 6th Floor, 10 Lower Thames Street London EC3R 6AF, United Kingdom

(Signature page for Note and Warrant Purchase Agreement)

The parties are signing this Note and Warrant Purchase Agreement as of the date stated in the introductory clause.

		INVESTOR


		Gil Orbach
		(Print investor name)


		/s/ Gil Orbach
		(Signature)



		(Print name of signatory, if signing for an entity)



		(Print title of signatory, if signing for an entity)

(Signature page for Note and Warrant Purchase Agreement)

The parties are signing this Note and Warrant Purchase Agreement as of the date stated in the introductory clause.

SCHEDULE I

SCHEDULE OF INVESTORS

Investor	Principal Amount of Note	Warrants (shares)
Gil Orbach	$1,000,000	100,000
	$
	$
	$
	$
	$
	$
	$
	$

I-1

Exhibit A

FORM OF NOTE

A-1

Exhibit B

FORM OF WARRANT

B-1

Exhibit 10.29

THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.

Warrant No. 1	Number of Shares: 100,000
Date of Issuance: October 24, 2014	(subject to adjustment)

MASSIVE INTERACTIVE, INC.

Common Stock Purchase Warrant

Massive Interactive, Inc., a Nevada corporation (the “Company”), for value received, hereby certifies that Gil Orbach or his registered assigns (the “Registered Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at any time after the date hereof and on or before the Expiration Date (as defined in Section 6 below), up to 100,000 shares (as adjusted from time to time pursuant to the provisions of this Warrant) of $0.001 par value per share common stock of the Company (the “Common Stock”), at an exercise price of $0.25 per share. In the event that any entity not owned or controlled by the Registered Holder, Scott Ogur, or Zachary L. Venegas acquires 20% or more of the equity or assets of the Company, the exercise price shall reset to $0.05 per share and the number of shares of Common Stock underlying the Warrant shall increase to 550,000. The shares issuable upon exercise of this Warrant and the exercise price per share, as adjusted from time to time pursuant to the provisions of this Warrant, are sometimes hereinafter referred to as the “Warrant Stock” and the “Exercise Price,” respectively.

1. Exercise.

(a) Manner of Exercise. This Warrant may be exercised by the Registered Holder, at any time and from time to time on or before the Expiration Date, in whole or in part, by surrendering this Warrant, with the purchase/exercise form appended hereto as Exhibit A duly executed by such Registered Holder or by such Registered Holder’s duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full of the aggregate Exercise Price payable in respect of the number of shares of Warrant Stock purchased upon such exercise (the “Purchase Price”). The Purchase Price may be paid by cash, check, wire transfer or by the surrender of promissory notes or other instruments representing indebtedness of the Company to the Registered Holder.

(b) Effective Time of Exercise. Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in Section 1(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Stock shall be issuable upon such exercise as provided in Section 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Stock to be represented by such certificates.

(c) Delivery to Registered Holder. As soon as practicable after the exercise of this Warrant in whole or in part, and in any event within three business days thereafter, the Company at its expense will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Registered Holder (upon payment by such Registered Holder of any applicable transfer taxes) may direct:

a certificate or certificates for the number of shares of Warrant Stock to which such Registered Holder shall be entitled, and

ii.

in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor and with the same date, calling in the aggregate on the face or faces thereof for the number of shares of Warrant Stock equal (without giving effect to any adjustment thereof) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exercise as provided in Section 1(a) above (without giving effect to any adjustment thereof).

2. Adjustments.

(a) Stock Splits and Dividends. If outstanding shares of the Company’s Common Stock shall be subdivided into a greater number of shares or a dividend in Common Stock shall be paid in respect of the Common Stock, the Exercise Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of the Common Stock shall be combined into a smaller number of shares, the Exercise Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Exercise Price, the number of shares of Warrant Stock purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Exercise Price in effect immediately prior to such adjustment, by (ii) the Exercise Price in effect immediately after such adjustment.

(b) Reclassification, Etc. In case of any reclassification or change of the outstanding securities of the Company (or any other corporation the stock or securities of which are at the time receivable upon the exercise of this Warrant) or any similar corporate reorganization on or after the date hereof, then and in each such case the holder of this Warrant, upon the exercise hereof at any time after the consummation of such reclassification, change, reorganization, merger or conveyance, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise hereof prior to such consummation, the stock or other securities or property to which such holder would have been entitled upon such consummation if such holder had exercised this Warrant immediately prior thereto, all subject to further adjustment as provided in Section 2(a); and in each such case, the terms of this Section 2 shall be applicable to the shares of stock or other securities properly receivable upon the exercise of this Warrant after such consummation.

(c) Adjustment Certificate. When any adjustment is required to be made in the Warrant Stock or the Exercise Price pursuant to this Section 2, the Company shall promptly mail to the Registered Holder a certificate setting forth (i) a brief statement of the facts requiring such adjustment, (ii) the Exercise Price after such adjustment and (iii) the kind and amount of stock or other securities or property into which this Warrant shall be exercisable after such adjustment.

3. Transfers.

(a) Unregistered Security. Each holder of this Warrant acknowledges that this Warrant and the Warrant Stock have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Warrant Stock issued upon its exercise in the absence of (i) an effective registration statement under the Securities Act as to this Warrant or such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable U.S. federal or state securities law then in effect or (ii) an opinion of counsel, satisfactory to the Company, that such registration and qualification are not required. Each certificate or other instrument for Warrant Stock issued upon the exercise of this Warrant shall bear a legend substantially to the foregoing effect.

(b) Transferability. Subject to the provisions of Section 3(a) hereof, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of the Warrant with a properly executed assignment (in the form of Exhibit B hereto) at the principal office of the Company.

(c) Warrant Register. The Company will maintain a register containing the names and addresses of the Registered Holders of this Warrant. Until any transfer of this Warrant is made in the warrant register, the Company may treat the Registered Holder of this Warrant as the absolute owner hereof for all purposes; provided, however, that if this Warrant is properly assigned in blank, the Company may (but shall not be required to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary. Any Registered Holder may change such Registered Holder’s address as shown on the warrant register by written notice to the Company requesting such change.

4. No Impairment. The Company will not, by amendment of its charter or through reorganization, consolidation, merger, dissolution, sale of assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holder of this Warrant against impairment.

5. Representations and Warranties of the Registered Holder. The Registered Holder hereby represents and warrants to the Company as follows:

(a) Purchase Entirely for Own Account. The Registered Holder acknowledges that this Warrant is given to the Registered Holder in reliance upon the Registered Holder’s representation to the Company, which by its acceptance of this Warrant the Registered Holder hereby confirms, that the Warrant, and the Warrant Stock (collectively, the “Securities”) being acquired by the Registered Holder are being acquired for investment for the Registered Holder’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Registered Holder has no present intention of selling, granting any participation in, or otherwise distributing the same except under circumstances that will not result in a violation of the Securities Act or any other federal or state securities laws. By executing this Warrant, the Registered Holder further represents that the Registered Holder does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Securities. The Registered Holder represents that it has full power and authority to execute this Warrant. The Registered Holder has not been formed for the specific purpose of acquiring any of the Securities.

(b) Disclosure of Information. The Registered Holder has had an opportunity to discuss the Company’s business, management, financial affairs and the terms and conditions of the offering of the Securities with the Company’s management. The Registered Holder understands that such discussions, as well as any written information issued by the Company, were intended to describe the aspects of the Company’s business which it believes to be material.

(c) Restricted Securities. The Registered Holder understands that the Securities have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Registered Holder’s representations as expressed herein. The Registered Holder understands that the Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Registered Holder must hold the Securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Registered Holder further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Securities, and on requirements relating to the Company which are outside of the Registered Holder’s control, and which the Company may not be able to satisfy.

(e) Legends. The Registered Holder understands that the Securities, and any securities issued in respect of or exchanged for the Securities, may bear one or all of the following legends:

(i) “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.”

(ii) Any legend required by the Blue Sky laws of any state to the extent such laws are applicable to the shares represented by the certificate so legended.

(f) Accredited Investor. The Registered Holder is either an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act or has such knowledge and experience (or is relying on a purchaser representative who has such knowledge and experience) in financial and business matters that the Registered Holder is capable of evaluating the merits and risks of acquiring the Securities.

6. Termination. This Warrant (and the right to purchase Warrant Stock upon exercise hereof) shall terminate upon (the “Expiration Date”): the date that is three (3) years after the Date of Issuance.

8. Reservation of Stock. The Company will at all times reserve and keep available, solely for the issuance and delivery upon the exercise of this Warrant, such shares of Warrant Stock and other stock, securities and property, as from time to time shall be issuable upon the exercise of this Warrant.

9. Exchange of Warrants. Upon the surrender by the Registered Holder of any Warrant or Warrants, properly endorsed, to the Company at the principal office of the Company, the Company will, subject to the provisions of Section 3 hereof, issue and deliver to or upon the order of such Registered Holder, at the Company’s expense, a new Warrant or Warrants of like tenor, in the name of such Registered Holder or as such Registered Holder (upon payment by such Registered Holder of any applicable transfer taxes) may direct, calling in the aggregate on the face or faces thereof for the number of shares of the Common Stock called for on the face or faces of the Warrant or Warrants so surrendered.

10. Replacement of Warrants. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and (in the case of loss, theft or destruction) upon delivery of an indemnity agreement (with surety if reasonably required) in an amount reasonably satisfactory to the Company, or (in the case of mutilation) upon surrender and cancellation of this Warrant, the Company will issue, in lieu thereof, a new Warrant of like tenor.

11. No Rights as Stockholder. Until the exercise of this Warrant, the Registered Holder of this Warrant shall not have or exercise any rights by virtue hereof as a stockholder of the Company.

12. No Fractional Shares. No fractional shares of Common Stock will be issued in connection with any exercise hereunder. In lieu of any fractional shares which would otherwise be issuable, the Company shall pay cash equal to the product of such fraction multiplied by the fair market value of one share of Common Stock on the date of exercise, as determined in good faith by the Company’s Board of Directors.

13. Amendment or Waiver. Any term of this Warrant may be amended or waived only by an instrument in writing signed by the party against which enforcement of the amendment or waiver is sought.

14. Headings. The headings in this Warrant are used for convenience only and are not to be considered in construing or interpreting any provision of this Warrant.

15. Governing Law. This Warrant shall be governed, construed and interpreted in accordance with the laws of the State of New York, without giving effect to principles of conflicts of law.

16. Successors and Assigns. Unless otherwise provided in this Warrant, the terms and conditions of this Warrant shall inure to the benefit of and be binding upon the permitted successors and assigns of the parties. Nothing in this Warrant, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Warrant, except as expressly provided in this Warrant.

17. Counterparts. This Warrant may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

18. Severability. If one or more provisions of this Warrant are held to be unenforceable under applicable law, such provision or provisions shall be excluded from this Warrant, and the balance of this Warrant shall be interpreted as if such provision or provisions were so excluded and shall be enforceable in accordance with its terms.

19. Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party under this Warrant, upon any breach or default of any other party under this Warrant, shall impair any such right, power or remedy of such non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Warrant, or any waiver on the part of any party of any provisions or conditions of this Warrant, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Warrant or by law or otherwise afforded to any party, shall be cumulative and not alternative.

20. Notices. Unless otherwise provided herein, any notice required or permitted by this Warrant shall be in writing and shall be deemed sufficient upon delivery, when delivered personally or by overnight courier or sent by facsimile, or 48 hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, addressed to the party to be notified at such party’s address as set forth on the signature page, or as subsequently modified by written notice.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Common Stock Purchase Warrant as of the date first forth above.

	MASSIVE INTERACTIVE, INC.

	By:	/s/ Antaine Furlong
	Name:	Antaine Furlong
	Title:	Chief Financial Officer
	Address:	6th Floor, 10 Lower Thames Street London EC3R 6AF, United Kingdom

	Gil Orbach

	By:	/s/ Gil Orbach
	Name:

	Address:

EXHIBIT A

PURCHASE/EXERCISE FORM

To:

Massive Interactive, Inc.

Dated:

The undersigned, pursuant to the provisions set forth in the attached Warrant No. 1 (the “Warrant”), hereby irrevocably elects to (a) purchase _____ shares of the Common Stock covered by the Warrant and herewith makes payment of $ ________, representing the full purchase price for such shares at the price per share provided for in the Warrant.

The undersigned acknowledges that it has reviewed the representations and warranties contained in Section 5 of the Warrant and by its signature below hereby makes such representations and warranties to the Company. Defined terms used but not defined in this Purchase/Exercise Form shall have the meanings assigned to them in the Warrant.

	Signature:
	Name (print):
	Title (if applic.):
	Company (if applic.):

A-1

EXHIBIT B

ASSIGNMENT FORM

FOR VALUE RECEIVED, ____________________________________ hereby sells, assigns and transfers all of the rights of the undersigned under the attached Warrant with respect to the number of shares of Common Stock covered thereby set forth below, to:

Name of Assignee

Address/Fax Number

No. of Shares

Dated:			Signature:



			Witness:

B-1

Exhibit 10.30

FORM OF PROMISSORY NOTE

$1,000,000.00

October 24, 2014

For value received, MASSIVE INTERACTIVE, INC., a Nevada corporation (the “Company”), promises to pay to Mr. Gil Orbach, a resident of Stamford, CT (the “Holder”), or its registered assigns, in lawful money of the United States of America the principal sum of One million dollars ($1,000,000.00). Interest shall accrue from the date of this unsecured promissory note (this “Note”) on the unpaid principal amount at a rate equal to ten percent (10.0%) per annum, simple interest. This Note is subject to the following terms and conditions:

1. Payments; Principal and Interest. All outstanding and unpaid principal, together with any then unpaid and accrued interest and other amounts payable hereunder, shall be due and payable on October 24, 2015 (the “Maturity Date”). Interest shall accrue and be payable quarterly on the dates that are 3, 6, 9, and 12 months from the date of this promissory note. This Note may not be prepaid, unless approved in writing by the Holder, and any prepayment will equal the full aggregate outstanding and unpaid principal, together with any then unpaid and accrued interest, as well as the future interest that would have accrued between the date of prepayment and the original maturity date and other amounts payable hereunder.

2. Events of Default. Promptly following the Company becoming aware of an occurrence of any Event of Default, the Company shall furnish to the Holder written notice of the occurrence thereof. The occurrence of any of the following shall constitute an “Event of Default” under this Note:

(a) Failure to Pay. The Company shall fail to pay (i) when due any principal or interest payment on any due date hereunder or (ii) any other payment required under the terms of this Note within fifteen (15) days after written demand therefore; or

(b) Voluntary Bankruptcy or Insolvency Proceedings. The Company shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, (ii) be unable to pay its debts generally as they mature, (iii) make a general assignment for the benefit of its or any of its creditors, (iv) be dissolved or liquidated, (v) become insolvent (as such term may be defined or interpreted under any applicable statute), or (vi) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it; or

(c) Involuntary Bankruptcy or Insolvency Proceedings. Proceedings for the appointment of a receiver, trustee, liquidator or custodian of the Company or of all or a substantial part of the property thereof, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to the Company or the debts thereof under any bankruptcy, insolvency or other similar law now or hereafter in effect shall be commenced and an order for relief entered or such proceeding shall not be challenged, dismissed or discharged within thirty (30) days of commencement; or

(d) Dissolution; Liquidation. The dissolution, liquidation, winding up of the Company.

3. Ranking and Security Interest. This Note will be held first in precedence with regard to any other creditors, instruments, or contractual obligations of the Company, and cannot be subordinated without the written approval of the Investor, provided, however, that this Note and any other Notes issued under that certain Note.

4. Change of Control. In the event that a party other than Holder or his affiliate (which specifically includes any entity controlled by Zachary Venegas or Scott Ogur) acquires 20% or more of the equity or assets of the company then the holder may demand that the principal and interest for one year shall become immediately due and payable to the Holder by the Company, and the number of warrants issued by the Company to the Holder shall increase from 100,000 to 550,000 and the exercise price of such warrants shall decrease from $0.25 per share to $0.05 per share.

5. Transfer; Successors and Assigns. The terms and conditions of this Note shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties. Notwithstanding the foregoing, the Holder may not assign, pledge, or otherwise transfer this Note without the prior written consent of the Company, except for transfers to affiliates. Subject to the preceding sentence, this Note may be transferred only upon surrender of the original Note for registration of transfer, duly endorsed, or accompanied by a duly executed written instrument of transfer in form satisfactory to the Company. Thereupon, a new note for the same principal amount and interest will be issued to, and registered in the name of, the transferee. Interest and principal are payable only to the registered holder of this Note.

6. Governing Law. This Note and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of New York, without giving effect to principles of conflicts of law.

7. Notices. Any notice required or permitted by this Note shall be in writing and shall be deemed sufficient upon delivery, when delivered personally or by a nationally-recognized delivery service (such as Federal Express or UPS), or forty-eight (48) hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, addressed to the party to be notified at such party’s address as set forth below or as subsequently modified by written notice.

8. Amendments and Waivers. Any term of this Note may be amended or waived only with the written consent of the Company and the Holder. Any amendment or waiver effected in accordance with this Section 7 shall be binding upon the Company, the Holder and each transferee of the Note.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

The Company has caused this Note to be issued as of the date first written above.

	COMPANY: MASSIVE INTERACTIVE, INC., a Nevada corporation




	By:	/s/ Antaine Furlong
	Name:	Antaine Furlong
	Title:	Chief Financial Officer

	Address: 6th Floor, 10 Lower Thames Street London EC3R 6AF, United Kingdom

AGREED TO AND ACCEPTED: Mr Gil Orbach, a resident of Stamford, CT




By:	/s/ Gil Orbach

Address:

Exhibit 31.1

Certification pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15(d) – 14(a):

I, Ron Downey, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Massive Interactive, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrants’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

November 14, 2014

	/s/ Ron Downey
	Ron Downey, Chief Executive Officer (Principal Executive Officer)

Exhibit 31.2

Certification pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15(d) – 14(a):

I, Antaine Furlong, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Massive Interactive, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

November 14, 2014	/s/ Antaine Furlong
	Antaine Furlong
	Chief Financial Officer
	(Principal Financial Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Massive Interactive, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ron Downey, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Ron Downey
Ron Downey, Chief Executive Officer (Principle Executive Officer) November 14, 2014

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Massive Interactive, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Antaine Furlong, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Antaine Furlong
Antaine Furlong, Chief Financial Officer (Principle Financial Officer) November 14, 2014

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