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 March 31, 2015

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, including area code)

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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

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 x No o

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.

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 May 11, 2015: 106,079,397.

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	26
ITEM 3.	Quantitative and qualitative disclosures about market risk	28
ITEM 4.	Controls and procedures	28

PART II	OTHER INFORMATION	29

ITEM 1.	Legal proceedings	29
ITEM 1A.	Risk factors	29
ITEM 2.	Unregistered sales of equity securities and use of proceeds	29
ITEM 3.	Defaults upon senior securities	29
ITEM 4.	Mine safety disclosures	29
ITEM 5.	Other information	29
ITEM 6.	Exhibits	30
SIGNATURES		31

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

MASSIVE INTERACTIVE, INC.

CONSOLIDATED INTERIM BALANCE SHEETS

(UNAUDITED)

	At March 31,			At December 31,
	2015			2014
Assets
Current assets:
Cash and cash equivalents	$	190,803		$	204,148
Accounts receivable – trade, net of allowance		1,774,583			2,347,184
Other receivables		38,299			45,117
Prepayments		129,117			126,329
Work in progress		870,246			520,621
Deferred tax asset		237,000			-
Taxes refundable		733,536			672,641
Total current assets		3,973,584			3,916,040
Property and equipment, net		166,900			194,910
Capitalized software		6,838,284			6,849,319
Trade name		350,194			368,886
Goodwill		10,908,202			10,908,202
Customer relationships, net		671,918			711,842
Other assets		14,958			16,067
Total non-current assets		18,950,456			19,049,226

Total assets	$	22,924,040		$	22,965,266

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	870,136		$	794,801
Accrued expenses and other current liabilities		317,323			354,033
Convertible notes payable		6,143,776			5,651,466
Derivative liability		2,360,590			2,570,400
Accrued compensation and related costs		814,763			860,443
Deferred revenue		264,796			199,804
Short-term borrowings		1,000,000			1,083,669
Deferred tax liability		2,664,450			2,664,450
Taxes payable		587,306			435,306
Due to directors		-			146,884
Other current liabilities		16,486			16,486
Total current liabilities		15,039,626			14,777,742
Accrued compensation and other related costs – non-current		48,637			55,246
Other long-term liabilities		33,016			54,720
Total long-term liabilities		81,653			109,966

Total liabilities	$	15,121,279		$	14,887,708

Stockholders’ equity:
Common stock	$	78,800		$	61,186
Additional paid-in capital		45,439,172			45,423,175
Preferred shares		-			-
Accumulated deficit		(36,299,362	)		(36,425,545	)
Accumulated other comprehensive loss		(1,415,849	)		(981,258	)
Total Equity		7,802,761			8,077,558

Total liabilities and stockholders’ equity	$	22,924,040		$	22,965,266

See notes to consolidated financial statements

MASSIVE INTERACTIVE, INC.

CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

		Three Months Ended March 31,
		2015			2014

Revenues:
Consultancy services	$	99,324		$	171,754
License fee		212,596			402,100
Project services		2,063,833			2,297,344
Support services		30,779			156,280
Other income		351,244			86,958
Total revenues		2,757,776			3,114,436

Operating expenses:
General and administrative		2,569,358			2,430,598
Depreciation and amortization		500,731			155,787
Total operating expenses		3,070,089			2,586,385

(Loss) income from operations		(312,313	)		528,051

Other income (expense):
Gain on conversion		470			-
Gain on change in fair value of derivative liability		353,810			-
Interest income		2,383			970
Interest expense		(166,599	)		(129,788	)
Total other income (expense)		190,064			(128,818	)

(Loss) income from continuing operations before income taxes		(122,249	)		399,233
Income tax benefit		248,432			228,690

Income from continuing operations		126,183			627,923

Comprehensive (loss) income:
Foreign currency translation adjustment		(434,591	)		98,560
Total comprehensive (loss) income	$	(308,408	)	$	726,483

Net income		126,183			627,923
Deemed dividend - amortization of beneficial conversion feature		(324,334	)		(540,557	)
Net (loss) income attributable to common stockholders		(198,151	)		87,366

Basic loss per share:
Net (loss) income	$	0.00		$	0.00

Weighted average common shares – Basic		61,176,142			61,176,142

Diluted loss per share:
Net (loss) income	$	0.00		$	0.00

Weighted average common shares – Diluted		153,540,232			61,176,142

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			Total
	Shares		Amount		Shares		Amount		Additional Paid in Capital		Accumulated Deficit			Foreign Currency Translation Adjustment			Total
Balance at December 31, 2014		61,176,142	$	61,186		55	$	-	$	45,423,175	$	(36,425,545	)	$	(981,258	)	$	8,077,558
Issuance of common stock in connection with stock based compensation		17,613,630		17,614		-		-		-		-			-			17,614
Stock based compensation expense		-		-		-		-		15,997		-			-			15,997
Net income		-		-		-		-		-		126,183			(434,591	)		(308,408	)
Balance at March 31, 2015		78,789,772	$	78,800		55	$	-	$	45,439,172	$	(36,299,362	)	$	(1,415,849	)	$	7,802,761

See notes to consolidated financial statements

MASSIVE INTERACTIVE, INC.

CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Three Months Ended March 31,
	2015			2014
Cash flows from operating activities
Net income	$	126,183		$	627,923
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		500,731			155,787
Bad debt expense reversal		(101,250	)		-
Derivative income		(353,810	)		-
Common stock issued for services		33,611			-
Change in assets and liabilities, net of assets acquired and liabilities assumed:
Accounts receivable		672,905			(414,231	)
Work in progress		(349,625	)		76,729
Taxes refundable		(60,895	)		-
Other current assets		(2,293	)		26,946
Accounts payable		75,335			405,010
Accrued expenses and other liabilities		(88,999	)		-
Deferred revenue		64,992			-
Other receivables		6,818			-
Deferred tax asset		(237,000	)		-
Taxes payable		152,000			-
Net cash provided by operating activities		438,703			878,164

Cash flows from investing activities
Capital software expenditures		(779,937	)		(416,677	)
Disposals of property and equipment		55,087			-
Net cash used in investing activities		(724,850	)		(416,677	)

Cash flows from financing activities
Payments to advances		(4,525	)		-
Proceeds from advances - related parties		400,877			-
Payments to advances - related parties		-			(838,568	)
Payments of short-term borrowings		-			(71,350	)
Repayment of hire purchase agreement		(21,704	)		-
Net cash provided by (used in) financing activities		374,648			(909,918	)
Effect of exchange rates on cash and cash equivalents		(101,846	)		(247,871	)
Net change in cash and cash equivalents		(13,345	)		(696,302	)
Cash and cash equivalents at beginning of year		204,148			1,121,181
Cash and cash equivalents at end of period	$	190,803		$	424,879

Supplemental cash flow information
Cash paid for interest	$	-		$	129,788

See notes to consolidated financial statements

MASSIVE INTERACTIVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – Description of Business

Massive Interactive, Inc. (the “Company”) is 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 includes, but is not limited to, 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 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.

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.

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 Series B Redeemable Preferred Stock to Rolling Hill Capital Management LLC (“Rolling Hill”) and 55,000,000 shares of common stock to Southport Lane Equity II, LLC, a wholly owned subsidiary of Southport Lane, LP, in exchange for an aggregate of $5,500,000. Rolling Hill then distributed 40 shares of the preferred stock to its equity holder, Redwood Reinsurance, SPC, Ltd (“Redwood”) and 15 shares of its preferred stock to its equity holder Freestone Insurance Company, f/k/a Dallas National Insurance Company (“Freestone”).

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 "Wunderkind Note"). The Wunderkind Note, which is for the principal amount of $5.5 million, bears interest at the rate of 0.5% annually. The Wunderkind Note may be called by the holder at any time subsequent to May 1, 2015, unless settled in shares of Common Stock. The Wunderkind Note is convertible into 45% of the total shares of Common Stock issued and outstanding on a fully diluted basis on the date of conversion.

MASSIVE INTERACTIVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – Description of Business - continued

Going Concern

The Company's cash balance at March 31, 2015 is insufficient to pay the Wunderkind Note, should the note be called by the holder and not settled in shares of Common Stock. As such, there is substantial doubt the Company will be able to continue as a going concern without additional sources of funding, which the Company might not be able to obtain. The Company does not have the ability to obtain short term financing on commercially reasonable terms because two of its large stockholders have been judicially declared insolvent and its largest common stockholder, Southport Lane Equity II, LLC, is under common control with the insolvent entities causing lenders to view the Company as a credit risk. Management is considering its options to raise additional funds for the Company including, but not limited to, private and/or public offerings of debt or equity securities and other transactions, but it cannot assure you that its plans will be successful. In view of the foregoing, there is substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements in this Quarterly Report Form 10-Q do not include any adjustments that might result from the Company’s inability to continue as a going concern.

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.

The notes to the consolidated financial statements contained in the Annual Report on Form 10-K for the year ended December 31, 2014 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.

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 are reported as discontinued operations beginning with the financial results as of December 31, 2013.

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.

Cash and Cash Equivalents

Cash and cash equivalents represent cash on hand and deposits held at call with banks. The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents.

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 $106,256 and $207,506 was recorded as of March 31, 2015 and December 31, 2014, 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

The Company has two significant customers which individually accounted for 24% and 12%, respectively, of the revenues for the three month period ended March 31, 2015 and 0% and 2%, respectively, of the revenues for the three month period ended March 31, 2014. Company sales to its top five customers accounted for approximately 64% and 56% of revenues during the three month periods ended March 31, 2015 and 2014, respectively. These customers accounted for approximately 58% and 69% of accounts receivable balance as of March 31, 2015 and December 31, 2014, respectively.

Major Suppliers

The Company had purchases from two vendors that accounted for approximately 8% and 6% of purchases during the three month period ended March 31, 2015 and approximately 9% and 0% of purchases during the three month period ended March 31, 2014. These vendors accounted for approximately 20% and 0% of accounts payable balance as of March 31, 2015 and December 31, 2014, 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 English 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. The Company recognizes revenue in accordance with the Financial Accounting Standards Board’s (FASB) Accounting Standards Codification (“ASC”) 985-605 “Software - Revenue Recognition”.

Consultancy Services Revenue

Revenue derived from services primarily includes consulting, implementation, and training. Consultancy revenue is recognized ratably over the term of the service agreement.

License Fees 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.

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.

Support 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.

MASSIVE INTERACTIVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 – Summary of Significant Accounting Policies – continued

Deferred Revenue

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

Foreign Currency Translation

The functional currency of the Massive Media Pty Ltd. and Wunderkind Group Pty Ltd. is Australian Dollars (“AUD”). 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:

	Three Months Ended	Three Months Ended	Year Ended
	March 31, 2015	March 31, 2014	December 31, 2014
Period end AUD to USD exchange rate	0.75996	0.92290	0.82072
Period end GBP to USD exchange rate	1.47794	1.66640	1.56102
Average AUD to USD exchange rate	0.77264	0.89410	0.89830
Average GBP to USD exchange rate	1.50936	1.66160	1.64540

Property and Equipment

Furniture and office equipment, electronic equipment and motor vehicles are recorded at cost less accumulated depreciation. Depreciation is calculated based on estimated useful life of the assets.

	Rate		Method
Motor Vehicles		25%	Diminishing value
Furniture		20%	Straight line
Office equipment		33%	Diminishing value
Telecommunication equipment		20%	Diminishing value
Purchased Software		40%	Straight line
Leasehold improvements		50%	Straight line

When furniture and office equipment, electronic equipment and motor vehicles are retired or otherwise disposed of, resulting gain or loss is included in net income or loss in the year of disposition for the difference between the net book value and proceeds received thereon. Maintenance and repairs which do not improve or extend the expected useful lives of the assets are charged to expenses as incurred.

Impairment of Long-Lived Assets

In accordance with Impairment or Disposal of Long-Lived Assets Subsections of FASB ASC Subtopic 360-10, Property, Plant, and Equipment - Overall, long-lived assets, such as property, plant and equipment, and purchased intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. No impairment of long-lived assets was recognized for the three month periods ended March 31, 2015 and 2014, respectively.

MASSIVE INTERACTIVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 – Summary of Significant Accounting Policies – continued

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.

Intangible Assets

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.

Operating Leases

The Company leases office rental spaces in Sydney, Australia and London, England.

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 13 - Borrowings) that are accounted for as derivative instrument liabilities, the Company determines the fair value of these instruments using 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.

For the bifurcated conversion option related to the convertible note issued in 2014 (see Note 13 - Borrowings) in connection with the Wunderkind Acquisition, and the conversion option related to the convertible promissory notes issued in March of 2015, 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.

Stock-Based Compensation

The Company accounts for its stock-based compensation plans in accordance with ASC 718, Stock Compensation. Accordingly, under the fair value recognition provisions of this topic, stock-based compensation for employees and non-employee directors is measured at the grant date based on the fair value of the award and is recognized as an expense over the requisite service period, based on the terms of the awards. The Company’s stock-based compensation expense is reduced for estimated future forfeitures which are revised in future periods if actual forfeitures differ from the estimates. Changes in forfeiture estimates impact compensation expense in the period in which the change in estimate occurs. Fair value is determined by using three different models: the Finnerty, Chaffe and Geometric Average Rate Put option pricing models. Compensation expense included in the Company’s consolidated statement of operations includes fair value of the awards at the time of issuance. When common stock was issued, it was valued at the trading price on the date of issuance and is expensed over the vesting period. All stock grants issued in March 2015 vest equally over a four year period, with anniversary dates on March 19 of each year beginning in 2016. As of March 31, 2015, the Company has granted an aggregate of 17,613,630 shares of restricted common stock.

MASSIVE INTERACTIVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 – Summary of Significant Accounting Policies – continued

Deemed dividend

The Company incurs 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 $0.20, 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 income or loss available to common stockholders for purposes of EPS.

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 month periods ended March 31:

	Three Month Period Ended March 31, 2015
	Net Income (Loss) Available to Common Stockholders (Numerator)			Shares (Denominator)	Per Share Amount
Basic EPS	$	(198,151	)	61,176,142	$	0.00
Change in fair value of derivative instruments		(388,000	)	-
Dilutive shares related to notes and warrants		-		92,364,090
Dilutive EPS	$	(586,151	)	153,540,232	$	0.00

MASSIVE INTERACTIVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 – Summary of Significant Accounting Policies – continued

	Quarter ended March 31, 2014
	Net Income Available to Common Stockholders (Numerator)		Shares (Denominator)		Per Share Amount
Basic and Diluted EPS	$	87,366		61,176,142	$	0.00

Basic net income per share is based on the weighted average number of common and common equivalent shares outstanding. The total number of shares issuable upon conversion of preferred shares that were not included in dilutive earnings per share for the three months ended March 31, 2015 was 17,885,318.

Net Income (Loss) Attributable to Common Shares

The Company is required to provide basic and dilutive earnings per common share information. The basic net loss per common share is computed by dividing the net loss applicable to common stockholders by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss applicable to common stockholders, adjusted on an "as if converted" basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the three month periods ended March 31, 2015 and 2014, there were 92,364,090 and 0 shares, respectively.

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.

Recent Accounting Pronouncements

The Company has adopted recently issued accounting pronouncements and has determined that they have no material effect on the financial position, results of operations, or cash flow. The Company’s management does not expect any recently issued but not yet adopted accounting pronouncements to have a material effect on the financial position, results of operations or cash flow.

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.

MASSIVE INTERACTIVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 – Summary of Significant Accounting Policies – continued

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements-Going Concern-Disclosures of Uncertainties about an entity's Ability to Continue as a Going Concern ("ASU 2014-15"). ASU 2014-15 provides new guidance related to management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards and to provide related footnote disclosures. This new guidance is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The Company is currently assessing the impact on the Company's disclosures and financial statements.

On January 9, 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-01, Income Statement – Extraordinary and Unusual Items (“ASU 2015-01”). ASU 2015-01 eliminates the concept of extraordinary items which are defined as items that are both unusual in nature and occurring infrequently. ASU 2015-01 is effective in annual or interim periods beginning after December 15, 2015. The Company does not expect the adoption of ASU 2015-01 to have a material impact on the unaudited condensed consolidated financial statements.

On February 18, 2015, the FASB issued ASU No. 2015-02, Amendments to the Consolidation Analysis (“ASU 2015-02”). ASU 2015-02 provides an update affecting reporting entities that are required to evaluate whether they should consolidate certain legal entities. This new guidance applies to all legal entities to re-evaluate 1) whether limited partnerships and similar legal entities are VIE’s or voting interest entities, 2) eliminates the presumption that a general partner should consolidate a limited partnership, 3) affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships, and 4) provides a scope exception from consolidation guidance for reporting entities with interest in legal entities that are required to comply with or operate in accordance with rules similar to those for registered money market funds. ASU 2014-08 is effective in annual or interim periods beginning after December 15, 2015. The Company does not expect the adoption of ASU 2015-02 to have a material impact on the unaudited condensed consolidated financial statements.

In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”). ASU 2015-03 revises previous guidance to require that debt issuance costs be reported in the unaudited condensed consolidated financial statements as a direct deduction from the face amount of the related liability, consistent with the presentation of debt discounts. Prior to the amendments, debt issuance costs were presented as a deferred charge (i.e. an asset) on the unaudited condensed consolidated financial statements. This new guidance is effective for the annual period ending after December 15, 2015, and for annual periods and interim periods thereafter. The amendments must be applied retrospectively. The requirements of ASU 2015-03 are not expected to have a significant impact on the unaudited condensed consolidated financial statements.

NOTE 3 – Acquisitions

The following transaction was 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.

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 the Wunderkind Note. The principal amount of the Wunderkind Note is $5.5 million and it is convertible into 45% of the total shares of the Company’s Common Stock issued and outstanding on a fully diluted basis on the date of conversion. The Wunderkind Note 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 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.

MASSIVE INTERACTIVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 – Acquisitions – continued

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

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		10,489,202
Property, plant and equipment		2,860
Deferred tax liability		(972,000	)
Net working capital, net of cash		(205,265	)
Total Estimated purchase price	$	12,575,000

Unaudited pro forma results of operations data for the three months ended March 31, 2014 are shown below as if the Company and the entities described above had been combined on January 1, 2014. 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.

	Unaudited Pro Forma Results of Operations
	Three Months Ended
	March 31, 2014

Revenues from continuing operations		$	3,172,944
Income from continuing operations		$	410,362
Net income from continuing operations		$	631,906

Basic income per share:		$	0.01
Diluted income per share:		$	0.00
Proforma shares outstanding - Basic			61,176,142
Proforma shares outstanding - Diluted			153,540,232

MASSIVE INTERACTIVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 – Accounts receivable – trade, net of allowance

Accounts receivable consisted of the following at March 31, 2015 and December 31, 2014:

	2015			2014
Trade Debtors	$	1,800,314		$	2,512,797
Accrued Income		80,525			35,291
Client Reimbursements		-			6,602
Allowance for doubtful accounts		(106,256	)		(207,506	)
Accounts receivable – trade, net of allowance	$	1,774,583		$	2,347,184

The Company has not had any write-off of trade receivables during the years presented and a provision for doubtful accounts of $106,256 and $207,506 was deemed appropriate at March 31, 2015 and December 31, 2014, respectively.

NOTE 5 – Other receivables

Other receivables consisted of the following at March 31, 2015 and December 31, 2014:

	2015		2014
Employee Advance	$	32,656	$	31,691
Other Debtors		5,643		13,426
Other receivables	$	38,299	$	45,117

Other debtors include minor and very short term non trade receivables from staff, suppliers and bank items. The Company has not had any write-off of trade receivables during the years presented and no provision for doubtful accounts was deemed necessary.

NOTE 6 – Prepayments

Prepayments consisted of the following at March 31, 2015 and December 31, 2014:

	2015		2014
Prepaid expenses	$	129,117	$	126,329
	$	129,117	$	126,329

NOTE 7 – Property and Equipment, net

Property and equipment consisted of the following at March 31, 2015 and December 31, 2014:

	2015			2014
Furniture and Fixtures	$	42,416		$	47,719
Motor Vehicles		12,948			12,948
Purchased Software		61,104			58,680
Office Equipment		185,659			225,694
Property and Equipment - gross		302,127			345,041
Less: Accumulated depreciation		(135,227	)		(150,131	)
Property and Equipment, net	$	166,900		$	194,910

Depreciation expense totaled $48,343 and $27,320 for the three month periods ended March 31, 2015 and 2014, respectively.

MASSIVE INTERACTIVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 – Other assets

Other assets consisted of the following at March 31, 2015 and December 31, 2014:

	2015		2014
Bonds	$	14,319	$	15,374
Other receivables		-		693
Formation expenses		639		-
Other assets	$	14,958	$	16,067

Bonds for March 31, 2015 and 2014 consisted primarily of office rental bonds/holding deposits.

NOTE 9 – Intangible Assets

Intangible assets consisted of the following at March 31, 2015 and December 31, 2014:

	March 31, 2015									December 31, 2014
	Gross		Accumulated				Net			Gross			Accumulated				Net
	Amount		Amortization				Amount			Amount			Amortization				Amount
Capitalized Software Costs		8,216,458		$	(1,378,174	)		$	6,838,284		$	7,833,725		$	(984,406	)		$	6,849,319
Tradenames		420,000			(69,806	)			350,194			420,000			(51,114	)			368,886
Customer Relationships		820,000			(148,082	)			671,918			820,000			(108,158	)			711,842
Goodwill		10,908,202			-				10,908,202			10,908,202			-				10,908,202
Total		20,364,660		$	(1,596,062	)		$	18,768,598		$	19,981,927		$	(1,143,678	)		$	18,838,249

Amortization expense amounted to $452,384 and $125,843 for the three month periods ended March 31, 2015 and 2014, respectively.

The following represents the Company’s expected amortization expense for the years ending March 31:

2015		1,631,171
2016		2,083,555
2017		2,083,555
2018		1,883,873
2019		90,590
Thereafter		87,652
	$	7,860,396

The following table summarizes the Company’s goodwill as of March 31, 2015 and December 31, 2014:

	Goodwill
December 31, 2014	$	10,908,202

Impairment		-

Balance at March 31, 2015	$	10,908,202

The Wunderkind Group Pty Ltd acquisition was completed in May 2014 and the operations have been integrated into the existing business.

MASSIVE INTERACTIVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10 – 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

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 March 31, 2015 and December 31, 2014, by level within the fair value hierarchy:

	Amounts at		Fair Value Measurement Using
	Fair Value		Level 1		Level 2		Level 3
As of March 31, 2015
Liabilities
Conversion feature	$	2,046,000	$	-	$	-	$	2,046,000
Orbach warrant liability		50,580		-		-		50,580
9/12 Warrant liability		63,747		-		-		63,747
9/12 Note liability		56,263		-		-		56,263
March 2015 note conversion feature		144,000		-		-		144,000

As of December 31, 2014
Liabilities
Conversion feature	$	2,434,000	$	-	$	-	$	2,434,000
Orbach warrant liability		16,390		-		-		16,390
9/12 Warrant liability		63,747		-		-		63,747
9/12 Note liability		56,263		-		-		56,263

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 13 - Borrowings for additional information about the changes in the fair value for the items above.

In connection with the issuance of certain convertible notes and warrants prior to December 31, 2012, the related conversion features were 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 using 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 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 Notes and Warrants. The Company recorded a derivative expense on the 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.

MASSIVE INTERACTIVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11 – Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following at March 31, 2015 and December 31, 2014:

	2015		2014
Credit Cards	$	52,359	$	22,277
Accrued Expenses		264,964		331,756
Accrued Expenses and Other Current Liabilities	$	317,323	$	354,033

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

NOTE 12 – Accrued Compensation and Related Costs

Accrued compensation and related costs consisted of the following at March 31, 2015 and December 31, 2014:

	2015		2014
Payable to Staff	$	1,392	$	1,263
Long Service Leave Provision		169,620		157,585
Annual Leave Provision		230,967		263,098
Employee Pension Plan		160,118		160,449
Federal Payroll Tax		237,769		261,843
State Payroll Tax		14,897		16,205
Accrued compensation and related costs	$	814,763	$	860,443

NOTE 13 – 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 the Company’s 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 March 31, 2015 remain in default.

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 December 31, 2014, Massive recognized a derivative liability for the 9/12 Notes and Warrants of $56,263, $0 in redemptions and no change in fair value for the three month period ended March 31, 2015 resulting in a derivative liability of $56,263 at March 31, 2015.

On December 31, 2013, Massive recognized a derivative liability for the Warrants of $63,747 at December 31, 2014, $0 in redemptions and no change in fair value for the three month period ended March 31, 2015, resulting in a derivative liability of $63,747 at March 31, 2015.

MASSIVE INTERACTIVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 13 – Borrowings – continued

As of March 31, 2015 and December 31, 2014, the balance of the 9/12 Notes is $151,466 and $151,466, respectively.

On May 1, 2014, in connection with the acquisition of Wunderkind (See Note 3 Acquisitions), the Company issued the 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 thereunder are due and payable at the option of the holder, subsequent to May 1, 2015, unless this Wunderkind Note is 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 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 $388,000 for the three month period ended March 31, 2015 due to a change in market value of the convertible features.

As of March 31, 2015 and December 31, 2014, the balance of the Wunderkind Note is $5.5M and $5.5M, respectively.

On March 23, 2015, the Company closed on private offerings of secured convertible promissory notes (each a “March 2015 Note” and collectively, the “March 2015 Notes”) in the aggregate amount of $636,310 to multiple investors (each a “Noteholder” and collectively, the “Noteholders”) including the Company’s Chairman of the Board of Directors and Chief Executive Officer (Ron Downey) and Chief Creative Officer (Derek Ellis). The offerings, made pursuant to note subscription agreements, represent initial closings in the Company’s private placement of up to $2,000,000 (the “Private Placement”). The note subscription agreements contain certain customary representations and warranties.

The March 2015 Notes are secured by a first priority lien on all the Company’s assets pursuant to a security agreement among the Company and the Noteholders. The March 2015 Notes bear interest at an annual rate of 12% and mature on the first to occur of (i) December 31, 2015, (ii) certain change in control transactions (each a “Deemed Liquidation Event”), or (iii) the closing of the next issuance and sale of capital stock of the Company resulting in gross proceeds to the Company of at least $2,000,000 (a “Qualified Financing”).

In the event of a Deemed Liquidation Event, the Company will pay each Noteholder an additional purchase premium equal to 100% of the principal amount of such holder’s March 2015 Note. In the event any of the March 2015 Notes remain outstanding and unpaid after December 31, 2015, the Company will pay the Noteholder monthly liquidated damages payments equal to 1% of the original principal amount of the March 2015 Note for each month that it remains unsatisfied, up to a cap of 12%. Upon the closing of a Qualified Financing, each Noteholder will have the option to convert the principal and accrued but unpaid interest on their March 2015 Note into shares of the securities sold in the Qualified Financing at a 20% discount to the lowest price paid by any investor in the Qualified Financing.

The conversion feature of the March 2015 Notes are accounted for as a derivative liability at the date of issuance and adjusted to fair value through earnings at each reporting date, due to the feature that provides for conversion into a variable number of shares upon the occurrence of a Qualified Financing. 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 .18%, an expected holding period of 9 months and the likelihood of a dilutive event of 60%. The resulting values, at the date of issuance, were allocated to the conversion feature. The Company assigned a fair value to the conversion feature on March 23, 2015 of $144,000.

As of March 31, 2015 the balance of the March 2015 Notes is $636,310.

The following tables illustrate the fair value adjustments that were recorded related to the derivative financial instruments associated with the convertible debenture financings:

Derivative liability	12/31/2014		New Borrowings		Fair Value Adjustments			Redemptions		Total
Conversion feature	$	2,434,000	$	-	$	(388,000	)	$	-	$	2,046,000
Orbach warrant liability		16,390		-		34,190			-		50,580
9/12 Warrant liability		63,747		-		-			-		63,747
9/12 Note liability		56,263		-		-			-		56,263
March 2015 conversion feature		-		144,000		-			-		144,000
	$	2,570,400	$	144,000	$	(353,810	)	$	-	$	2,360,590

The derivative income of $353,810, included within the Consolidated Income Statement, is the net result of the redemptions of $0, warrant expense of $0, and the fair value adjustments of $353,810.

MASSIVE INTERACTIVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 13 – Borrowings – continued

Short-term borrowings

On October 24, 2014, the Company 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 per share of the Company (the “Common Stock”). 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”), the 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 antidilution 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.

As of March 31, 2015 and December 31, 2014, the balance of the Orbach Note is $1M and $1M, respectively.

NOTE 14 – Borrowings – Related Party

During the year ended December 31, 2013, the Company received an advance from Antaine Furlong of $357,627. Interest is accrued on this advance at the rate of 43% per annum. The advance and accrued interest are payable on demand and unsecured. This advance was settled in January 2014.

During the year ended December 31, 2013, the Company received an advance from Southport Lane of $515,000. Interest is accrued on this advance at the rate of 4% per annum. The advance and accrued interest are payable on demand and unsecured. This advance was settled in January 2014.

As described in Note 13 - Borrowings, on March 23, 2015 the Company issued secured convertible promissory notes in the aggregate amount of $636,310 to multiple investors, including the Company's Chairman of the Board of Directors and Chief Executive Officer (Ron Downey) and Chief Creating Officer (Derek Ellis).

NOTE 15 – Taxes (Refundable) Payable

Taxes refundable were as follows at March 31, 2015 and December 31, 2014:

		2015			2014
Goods and Services Taxes Receivable (Payable)	Australia		3,115			(2,658	)
Fringe Benefit Tax Payable	Australia		(1,524	)		(624	)
Value Added Tax Payable	United Kingdom		(35,618	)		(104,794	)
Income Tax Refundable	Australia		767,563			780,717
Taxes Refundable		$	733,536		$	672,641

NOTE 16 – Income Taxes

The Company has historically calculated the provision for income taxes during interim reporting periods by applying an estimate of the annual effective tax rate for the full fiscal year to “ordinary” income or loss for the reporting period. For the three month period ended March 31, 2015, the Company has utilized the discrete effective tax rate method under ASC 740-270-30-18, Income Taxes—Interim Reporting to calculate its interim income tax provision. The discrete method is applied when the application of the estimated annual effective tax rate is impractical because it is not possible to reliably estimate the annual effective tax rate. The discrete method treats the year to date period as if it was the annual period and determines the income tax expense or benefit on that basis. The Company believes that, at this time, the use of this discrete method is more appropriate than the annual effective tax rate method as the annual effective tax rate method is not reliable due to the high degree of uncertainty in estimating annual pretax earnings. In addition, deferred tax assets related to domestic operations are fully offset by a valuation allowance.

NOTE 17 – 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 $65,510 and $130,869 for three month periods ended March 31, 2015 and 2014, respectively.

NOTE 18 – Commitments and Contingencies

Litigation

From time to time, the Company is involved in disputes or legal actions arising in the ordinary course of business. Management does not believe the outcome of such legal actions will have a material adverse effect on the Company’s financial position, results of operations or cash flows.

Leases

Total rent expense incurred by the Company was $107,071 and $98,789 for the three month periods ended March 31, 2015 and 2014, respectively.

MASSIVE INTERACTIVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 18 – Commitments and Contingencies - continued

Leases where substantially all the rewards and risks of ownership of assets remain with the lesser are accounted for as operating leases. Payments made under operating leases are charged to the consolidated statements of operations on a straight-line basis over the lease periods. The Company leases office spaces in Australia and in the UK under a lease agreement. The term expiry for the Australian office is May 31, 2015. The term expiry for the UK office is January 11, 2018. Future minimum rental payments under these operating leases are as follows:

2015	$	120,073
2016		160,097
2017		160,097
2018		4,825
Thereafter		-
	$	445,092

The Company has entered into commercial leases for company motor vehicles with a term expiring in September 16, 2016. Future minimum rental payments under this operating lease are as follows:

2015	$	12,365
2016		16,486
2017		34,074
Thereafter		-
	$	62,925

The non-current portion of future payments on the commercial leases for company motor vehicles are recorded as Other Long-Term Liabilities on the Balance Sheet.

NOTE 19 – Stockholders’ Equity

Capital Structure

The Company is authorized to issue up to 150,000,000 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 March 31, 2015.

The Company has redeemed and canceled its one class of Non-transferable Preferred Stock. The Non-transferable Preferred Stock, consisting 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.

Common Stock

In 2013, Xtreme issued 22,986 shares of its Common Stock to consultants for services rendered to Xtreme valued at $25,554.

In 2013, Xtreme issued 1,409,174 shares of its Common Stock to various convertible note holders converting outstanding principal of $1,384,863 and accrued interest of $120,837, based upon the original terms of the convertible notes.

In 2013, in association with the acquisition of Massive Media, the Company converted convertible notes of $121,586 into 578,980 shares of Common Stock and eliminated $20,000 of the derivative liability associated with the convertible notes.

On March 19, 2015, the Company issued an aggregate of 17,613,630 unregistered shares of its common stock as retention bonuses to several members of management including, but not limited to, the Chairman of the Company’s Board of Directors and Chief Executive Officer, Mr. Downey (2,963,769 shares), the Company’s Chief Financial Officer, Antaine Furlong (1,570,800 shares), and additional named executive officers of the Company for the year ended December 31, 2013, Derek Ellis and Max Ramsay (1,529,308 shares and 1,437,338 shares, respectively).

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.

MASSIVE INTERACTIVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 19 – Stockholders’ Equity - continued

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 it 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 May 7, 2013, the Company issued a total of 3,694,000 shares of Preferred Stock to the then current CFO, CEO, COO, Corporate Secretary, and three un-related third parties, in exchange for full mutual releases and extinguishment of $3,568,461 in liabilities owed to these individuals. The amount of shares issued to the CEO, COO, CFO, and Corporate Secretary were 1,250,000; 1,500,000; 400,000; and 84,000 shares, respectively, valued at $1,649,340. On August 17, 2013, the shares of Preferred Stock were converted into 3,694,000 shares of Common Stock.

On November 7, 2013, Massive Interactive, Inc. sold 55 Series B Redeemable Preferred Stock to Rolling Hill Capital Management LLC and 55,000,000 shares of common stock to Southport Lane Equity II, LLC, a wholly owned subsidiary of Southport Lane, LP, 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 third anniversary of the date of issuance. The Preferred Stock is convertible at $0.144, 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.

NOTE 20 - Stock Based Compensation

The fair values of the restricted stock granted during the quarter ended March 31, 2015 was estimated on the date of grant using three different pricing models: Finnerty, Chaffe, and Geometric Average Rate Put. As the stock vests over four years, each year was valued separately by reviewing the discount studies, including restricted stock studies and pre-IPO studies, and assigning a separate risk-free rate for each year. The resulting valuation incorporated the following assumptions: share price at the date of grant, expected dividend yield of 0%; expected volatility of 70%; and a risk-free interest rate of 0.26%, 0.63%, 0.99%, and 1.24% for years one through four, respectively.

MASSIVE INTERACTIVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 20 - Stock Based Compensation - continued

The following table summarizes the Company’s restricted stock activity and related information for the quarter ended March 31, 2015:

	Number of Shares		Weighted Average Grant Date Fair Value
Outstanding at January 1, 2015		-	$	-
Granted		17,613,630		0.13
Forfeited and expired		-		-
Exercised		-		-
Outstanding at March 31, 2015		17,613,630	$	0.13

For the three months ended March 31, 2014, the Company incurred $0 in stock compensation expense from the issuance of common stock to employees and consultants. In the first quarter of 2015, the Company recorded compensation expense of $33,611 related to first quarter 2015 issuance of restricted common stock.

NOTE 21 – 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 Group’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.

The Company’s revenues were generated in the following geographic regions for the three month periods ended March 31:

	2015		2014
United Kingdom	$	1,887,109	$	1,146,109
Australia		870,667		1,968,327
Consolidated total	$	2,757,776	$	3,114,436

Long-lived assets by geographic area consist of property and equipment and are as follows at March 31, 2015 and December 31, 2014:

	2015		2014
United Kingdom	$	75,657	$	102,264
Australia		91,243		92,646
Consolidated total	$	166,900	$	194,910

NOTE 22 – Subsequent Events

On April 19, 2015, the Company adopted the 2015 Omnibus Stock Incentive Plan (the “2015 Plan”). The 2015 Plan provides for the grant of restricted stock, stock options, stock appreciation rights, and other stock-based awards to, among others, the officers, directors, employees and consultants of the Company and any subsidiary. The 2015 Plan will continue in effect for 10 years unless sooner terminated. Pursuant to the 2015 Plan, on April 29, 2015, the Company issued an aggregate of 27,289,625 restricted shares of its common stock to the following members of management: the Chief Financial Officer, Antaine Furlong (12,219,235 shares), the Chief Technical Officer, Max Ramsay (5,295,002), the President, North America, Alex Drosin (4,887,694) and SVP People & Operations, Monique Ellis (4,887,694). Subject to adjustment upon certain corporate transactions or events, up to 40,730,782 shares of our common stock may be issued under the 2015 Plan.

On April 24, 2015, the Company entered into a First Amendment to Convertible Promissory Note (the “Amendment”), which amends the Wunderkind Note. The Amendment provides that until the Wunderkind Note is paid in full, the noteholder will have the right to convert all or part of the outstanding principal of the note into a number of shares of the Company’s common stock equal to 45% of the total shares of common stock issued and outstanding on a fully-diluted basis on the date of conversion. Additionally, the Amendment provides that the noteholders may convert the accrued interest under the note into common stock at the same ratio as the principal bears to the 45% at the same time as the conversion of principal.

On April 30, 2015, the Company’s board of directors authorized management to explore a full range of strategic alternatives to enhance value for stockholders.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

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 Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. 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 ability to continue as a going concern, 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, 2014.

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 under the securities laws, we do not assume a duty to update forward-looking statements, whether as a result of new information, subsequent events or circumstances, changes in expectations or otherwise.

Overview

Massive Interactive, Inc. (the “Company” or “Massive”) is a 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 includes, but is not limited to, 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 video management platform. We offer our solutions over the Internet as a subscription service model using a software-as-a-service (“SaaS”) or as an on-demand model, and by installing our software onsite for clients as part of an enterprise licensing model. Our 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 we address include telecommunications, media, technology, hospitality, automotive, travel and leisure and publishing. 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 London, Prague and Sydney.

On March 23, 2015, we closed on private offerings of secured convertible promissory notes (each a “March 2015 Note” and collectively, the “March 2015 Notes”) in the aggregate amount of $636,310 to multiple investors (each a “Noteholder” and collectively, the “Noteholders”) including the Company’s Chairman of the Board of Directors and Chief Executive Officer (Ron Downey) and Chief Creative Officer (Derek Ellis). The offerings, made pursuant to note subscription agreements, represent initial closings in the Company’s private placement of up to $2,000,000 (the “Private Placement”). The note subscription agreements contain certain customary representations and warranties.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS- continued

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.

For the Three Months Ended March 31, 2015 compared to the Three Months Ended March 31, 2014

Revenues

Revenues for the three months ended March 31, 2015 and 2014 were $2,757,776 and $3,114,436, respectively, representing a decrease of $356,660 or 11% over the prior period. This decrease is primarily attributable to timing of two project start dates and commercial negotiations with a large film and television distribution company which will roll out the Company’s Video Platform and build applications across the US, Europe and the Asia Pacific, which took 2 months longer than planned, and a decrease in perpetual license agreements, and offset by an increase in annual license agreements over a three-year period consistent with the Company’s license strategy.

General and Administrative Expenses

General and administrative expenses for the three months ended March 31, 2015 and 2014 were $2,569,358 and $2,430,598, respectively, representing an increase of $138,760 or 6% over the prior period. This increase is primarily attributable to an increase in third party cost of sales, contractor costs, and one-time professional fees for fairness opinions, and legal costs of approximately $192,000 collectively.

Depreciation and Amortization Expenses

Depreciation and amortization expenses for the three months ended March 31, 2015 and 2014 were $500,731 and $155,787, respectively, representing an increase of $344,944 or 221% over the prior period. This increase in depreciation and amortization is the result of a $186,000 increase in software amortization expense for Massive Media completed projects in 2015, and an additional $162,000 of amortization expense related to the intangible assets acquired in conjunction with the Wunderkind acquisition (see Note-3 Acquisitions for details).

Other Income (Expense)

Other income (expense) for the three months ended March 31, 2015 and 2014 was $190,064 and ($128,818), respectively, representing an increase of $318,882 or 248% over the prior period. This increase is due to a gain on the fair value of the derivative liability of $353,810 offset by approximately $37,000 in additional interest expense.

Income Tax Benefit

Income tax benefit for the three months ended March 31, 2015 and 2014 was $248,432 and $228,690, respectively, representing an increase of $19,742 or 9% over the prior period. This increase is due to the addition of a deferred tax asset in the amount of $237,000 offset by an increase in taxes payable of $152,000.

Net Income

Net income for the three months ended March 31, 2015 and 2014 was $126,183 and $627,923, respectively, representing a decrease of $501,740 or 80% over the prior period. This decrease in net income from 2014 is primarily due to both a decrease in revenues due to timing of project start dates and an increase in operating expenses for the three months ended March 31, 2015 as compared to the three months ended March 31, 2014.

Liquidity and Capital Resources:

As of March 31, 2015, our continuing operations had cash of $190,803 and a working capital balance of ($134,226). As of December 31, 2014, continuing operations had cash of $204,148 and a working capital balance of $24,614. Working capital is defined as current assets minus current liabilities, excluding restricted cash, convertible loan notes, derivative liability and deferred taxes.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS- continued

If the Wunderkind Note is not settled in shares of our Common Stock, there is substantial doubt we will be able to continue as a going concern without additional sources of funding, which we might not be able to obtain. We do not have the ability to obtain short term financing on commercially reasonable terms because two of our large stockholders have been judicially declared insolvent and our largest common stockholder, Southport Lane Equity II, LLC, is under common control with the insolvent entities causing lenders to view our Company as a credit risk. Management's plan concerning these matters is described in Note 1, Going Concern, in our financial statements in this Quarterly Report, however, management cannot assure you that its plan will be successful. In view of the foregoing, there is substantial doubt about our ability to continue as a going concern.

Cash Flows from Continuing Operations

Operating activities

Cash provided by operating activities during the three months ended March 31, 2015 was $438,703 as compared to $878,164 for the three months ended March 31, 2014. The cash flows from operations in 2015 related to net income of $126,183, and depreciation, amortization and non-cash expenses of $534,342, offset by a gain on change in fair value of derivative liability and a decrease in bad debt expense reversal of $455,060 and changes in operating assets and liabilities provided cash of $233,238. For 2014, cash flows from operations related to net income of $627,923, depreciation and amortization of $155,787 and changes in operating assets and liabilities of $94,454.

Investing Activities

Cash used in investing activities during the three months ended March 31, 2015 was ($724,850) as compared to ($416,677) for the three months ended March 31, 2014. Cash used in investing activities for the three months ended March 31, 2015 consisted primarily of capital software expenditures offset by disposals of property and equipment. For the three months ended March 31, 2014, cash used in investing activities related entirely to capital expenditures.

Financing Activities

Cash provided by financing activities of continuing operations for the three months ended March 31, 2015 was $374,648 as compared to ($909,918) for the three months ended March 31, 2014. This increase is primarily due to $838,568 in payments made to advances during the three months ended March 31, 2014 as compared to $4,525 of payments made to advances during the three months ended March 31, 2015.

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.

Smaller reporting companies such as the Company are not required to provide the information required by this item.

ITEM 4.

CONTROLS AND PROCEDURES

Management’s Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures” as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are controls and procedures that are designed to ensure that information required to be disclosed by a company in the reports that it files and submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. As of March 31, 2015, our Chief Executive Officer and Chief Financial Officer reviewed our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(e). Based upon their evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective at the reasonable assurance level to ensure that information required to be included in this report is (i) accumulated and communicated to our management, including the Chief Executive Officer and the Chief Financial Officer and (ii) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures, no matter how well designed and implemented, can provide only reasonable assurance of achieving an entity’s disclosure objectives. The likelihood of achieving such objectives is affected by limitations inherent in disclosure controls and procedures. These include the fact that human judgment in decision-making can be faulty and that breakdowns in internal control can occur because of human failures such as simple errors, mistakes or intentional circumvention of the established processes.

Changes in Internal Control over Financial Reporting

There have not been any significant changes in our internal control over financial reporting during the quarter ended March 31, 2015, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

ITEM 1A. RISK FACTORS

Smaller reporting companies such as the Company are not required to provide the information required by this item.

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

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

10.37	Form of Massive Interactive, Inc. Note Subscription Agreement

10.38	Form of Massive Interactive, Inc. Secured Convertible Promissory Note

10.39	Form of Security Agreement

10.40	Form of Restricted Stock Issuance Agreement

31.1	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1	Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2	Certification Pursuant to 18 U.S.C. Section 1350, as 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.

May 15, 2015	By:	/s/ Ron Downey
		Ron Downey, Chief Executive Officer
		(Principal Executive Officer)

May 15, 2015	By:	/s/ Antaine Furlong
		Antaine Furlong, Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)

Exhibit 10.37

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR BY THE SECURITIES REGULATORY AUTHORITY OF ANY OTHER JURISDICTION, NOR HAS ANY COMMISSION OR AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION CONTRARY TO THE FOREGOING IS UNLAWFUL. THE SECURITIES MAY NOT BE TRANSFERRED OR RESOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

MASSIVE INTERACTIVE, INC.

NOTE SUBSCRIPTION AGREEMENT

1. Pursuant to this Note Subscription Agreement (this “Agreement”), the undersigned (“Subscriber”) hereby subscribes for and agrees to purchase a Secured Convertible Promissory Note in substantially the form attached hereto as Exhibit A (the “Note”), in the original principal amount equal to the Purchase Price (as defined below), issued by Massive Interactive, Inc., a Nevada corporation (the “Issuer”), in exchange for the purchase price therefor set forth on the signature page hereto (the “Purchase Price”). Subscriber hereby acknowledges (a) that this subscription represents an irrevocable offer by the Subscriber to purchase the Note pursuant to the terms hereof, (b) that this subscription shall be irrevocable until accepted or rejected by the Issuer, (c) that this subscription shall not be deemed to have been accepted by the Issuer until the Issuer indicates its acceptance by returning to Subscriber a fully executed copy of this subscription, at which time this subscription shall become a binding obligation on the Subscriber and the Issuer, and (d) that acceptance by the Issuer of this subscription shall be at the sole and absolute discretion of the Issuer and is conditioned upon, among other things, the information and representations of Subscriber made herein being complete, true and correct as of the date of this subscription and as of the date of closing of the sale of the Note to the Subscriber. If the Subscriber consists of more than one person, the obligations of the Subscriber shall be joint and several among each such person, and the representations and warranties of the Subscriber contained herein shall be deemed to be made by and be binding upon each such person.

2. The Subscriber hereby tenders with this Agreement a check payable to the order of the Issuer, or a wire transfer of immediately available funds, in the amount of the Purchase Price set forth on the signature page of this Agreement. If the Issuer does not accept this subscription, then the funds delivered to the Issuer will be promptly returned to the Subscriber.

3. The Subscriber represents and warrants to the Issuer as follows.

(a) It has the requisite power and authority to enter into this Agreement and to purchase the Note subject to all of the terms and conditions of this Agreement and to carry out and perform all of its obligations under the terms of this Agreement.

(b) This Agreement has been duly authorized, executed and delivered by the Subscriber, and is a valid and legally binding agreement of the Subscriber enforceable in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors, rules and laws governing specific performance, injunctive relief and other equitable remedies.

(c) This Agreement is made with the Subscriber in reliance upon the Subscriber’s representation to the Issuer, which by its execution hereof the Subscriber hereby confirms, that the Note and the shares of the Issuer’s capital stock into which the Note is convertible (the “Underlying Stock” and together with the Note, the “Securities”), to be received by it will be acquired for investment for its own account, not as a nominee or agent, and not with a view to the sale or distribution of any part thereof, and that it has no present intention of selling, granting participation in, or otherwise distributing the same. By executing this Agreement, the Subscriber further represents that it does not 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.

(d) The Subscriber understands that the Securities have not been registered under the Securities Act of 1933, as amended (the “1933 Act”), on the grounds that the sale provided for in this Agreement and the issuance of securities hereunder is exempt from registration under the 1933 Act, and that the Issuer’s reliance on such exemption is predicated in part on the Subscriber’s representations set forth herein. The Subscriber realizes that the basis for the exemption may not be present if, notwithstanding such representations, the Subscriber has in mind merely acquiring the Securities for a fixed or determined period in the future, or for a market rise, or for sale if the market does not rise. The Subscriber does not have any such intention.

(e) The Subscriber (i) is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the 1933 Act, (ii) has a financial situation such that it can afford to bear the economic risk of holding the Securities purchased by it for an indefinite period of time and suffer a complete loss of its investment in the Securities; (iii) has such knowledge and experience (together with its advisors, if any) in financial and business matters, and in particular the evaluation of companies such as the Issuer, such that it is capable of evaluating the merits and risks of its purchase of the Securities as contemplated by this Agreement; and (iv) understands that the Issuer has no or a limited financial or operating history, the Securities are a speculative investment which involves a high degree of financial risk, and there is no assurance of any economic, income or tax benefit from such investment.

(f) The Subscriber has, or such advisors have, had access, during the course of the transactions contemplated by this Agreement and prior to its purchase of the Note, to all such information as it deemed necessary or appropriate and that it has had, during the course of the transactions contemplated by this Agreement and prior to its purchase of the Note, the opportunity to ask questions of, and receive answers from, the Issuer concerning the Issuer and the terms and conditions of the offering and to obtain additional information necessary to verify the accuracy of any information furnished to it or to which it had access. The Subscriber has, or such advisors have, had an opportunity to discuss and investigate the Issuer’s business, management, financial affairs and the terms and conditions of the offering of the Note with, and make inquiries of, the Issuer’s management and has had an opportunity to review the Issuer’s facilities. The Subscriber understands that any discussions, as well as any written information issued by the Issuer, were intended to describe certain aspects of the Issuer’s business and prospects but were not a thorough or exhaustive description. The Subscriber acknowledges that any business plans prepared by the Issuer have been and continue to be subject to change and that any projections included in such business plans are necessarily speculative in nature, and it can be expected that some or all of the assumptions of the projections will not materialize or will vary significantly from actual results.

(g) The Subscriber understands that the Securities may not be sold, transferred or otherwise disposed of without registration under the 1933 Act or an exemption therefrom, and that in the absence of an effective registration statement covering the Securities or an available exemption from registration under the 1933 Act, the Securities must be held indefinitely. In particular, the Subscriber is aware that the Securities may not be sold pursuant to Rule 144 promulgated under the 1933 Act unless all of the conditions of that Rule are met. Among the conditions for use of Rule 144 is the availability of current information to the public about the Issuer. The Subscriber represents that, in the absence of an effective registration statement covering the Securities it will sell, transfer, or otherwise dispose of the Securities only in a manner consistent with its representations set forth herein and then only in accordance with the provisions of Section 3(h) hereof and the Bylaws of the Issuer, as the same may be amended from time to time.

(h) The Subscriber agrees that in no event will it make a transfer or disposition of any of the Securities (other than pursuant to an effective registration statement under the 1933 Act, a Rule 144 sale in compliance with the terms of such Rule or, to the Issuer’s reasonable satisfaction, pursuant to an exemption from the 1933 Act), unless and until (i) the Subscriber shall have notified the Issuer of the proposed disposition and shall have furnished the Issuer with a statement of the circumstances surrounding the disposition, and (ii) if requested by the Issuer, at the expense of the Subscriber or transferee, it shall have furnished to the Issuer an opinion of counsel, reasonably satisfactory to the Issuer, to the effect that such transfer may be made without registration under the 1933 Act.

(i) The Subscriber understands that each instrument and certificate representing the Securities will be endorsed with a legend concerning certain restrictions on the transfer thereof under federal and state securities laws.

(j) No consent, approval or authorization of or designation, declaration or filing with any state, federal, or foreign governmental authority on the part of the Subscriber because of any special characteristic of such Subscriber is required in connection with the valid execution and delivery of this Agreement by the Subscriber, and the consummation by the Subscriber of the transactions contemplated hereby.

(k) The Subscriber (i) represents and warrants that it has retained no finder or broker in connection with the transactions contemplated by this Agreement, and (ii) hereby agrees to indemnify and to hold the Issuer harmless of and from any liability for any commission or compensation in the nature of a finder’s fee to any broker or other person or firm (and the costs and expenses of defending against such liability or asserted liability) for which such Subscriber or any of its employees or representatives are responsible.

(l) The Subscriber is a legal resident of, and makes its, his or her principal legal residence or office in, the state of the Subscriber’s address set forth on the signature page hereto and made all decisions relating to the transaction contemplated by this Agreement in such state.

(m) The Subscriber has reviewed with its own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. With respect to such matters, the Subscriber relies solely on such advisors and not on any statements or representations of the Issuer or any of its agents or representatives. The Subscriber understands that it (and not the Issuer) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

(n) The Subscriber represents that neither it nor any of its directors, executive officers, or other officers participating in the offering of Securities is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Act (a description of which is set forth in the Investor Questionnaire).

4. The Subscriber agrees, in connection with the Issuer’s next public offering of the Issuer’s securities, upon request of the Issuer or the underwriters managing any underwritten offering of the Issuer’s securities, not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any shares of capital stock of the Issuer, or any securities of the Issuer convertible into or exercisable for shares of the Issuer’s capital stock, without the prior written consent of such underwriters or the Issuer for such period of time (not to exceed 180 days) from the effective date of such registration or listing as may be requested by the Issuer or such underwriters.

5. The Subscriber agrees that if the Note(s) held by it are converted into capital stock of the Company, the Subscriber shall enter into any and all documents related to the corresponding conversion event requested by the Issuer, including without limitation a stock purchase agreement, voting agreement, right of first refusal and co-sale agreement and investor rights agreement and such other documents as reasonably requested by the Issuer; provided, however, that all other investors purchasing securities in such event execute such documents.

6. The Issuer represents and warrants to the Subscriber as follows.

(a) The Issuer is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has all necessary corporate power and corporate authority to execute and deliver this Agreement to the Subscriber and to carry out the transactions contemplated hereby. The Issuer has all necessary corporate power and corporate authority to own, operate and lease its properties and to carry out its business.

(b) The execution, delivery and performance of this Agreement by the Issuer, the fulfillment of and the compliance with the respective terms and provisions hereof and the due consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Issuer.

(c) When executed by the Issuer, this Agreement will constitute a valid and binding obligation of the Issuer, enforceable in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors, rules and laws governing specific performance, injunctive relief and other equitable remedies.

(d) Upon acceptance by the Issuer of this Agreement, payment of the Purchase Price, and delivery by the Issuer to the Subscriber of the Note, the Note will be duly authorized and validly issued and outstanding, and the Subscriber will acquire good, valid and marketable title thereto, free and clear of all mortgages, liens, pledges, charges, claims, security interests, agreements, encumbrances and equities whatsoever, except as provided by applicable federal and state securities laws and except as provided in this Agreement or the Issuer’s Certificate of Incorporation and Bylaws, each as may be from time to time amended or as provided in any agreements entered into in connection with the conversion of the Note into Underlying Stock.

(e) There are no claims, actions, suits, proceedings or investigations pending or, to the knowledge of the Issuer, threatened against or affecting the Issuer.

(f) The Issuer is not subject to any law, ordinance, regulation, rule, order, judgment, injunction, decree, charter, bylaw, contract, commitment, lease, agreement, instrument or other restriction of any kind which would prevent the Issuer’s consummation of this Agreement or any of the transactions contemplated hereby without the consent of any third party, which would require the consent of any third party to the consummation of this Agreement or any of the transactions contemplated hereby, or which would result in any penalty, forfeiture or other termination as a result of such consummation.

7. The representations, warranties, understandings, acknowledgments and agreements of the parties in this Agreement are true and accurate as of the date hereof, shall be true and accurate as of the date of the acceptance hereof by the Issuer and shall survive thereafter. Each party understands the meaning and legal consequences of the representations and warranties contained herein and hereby agrees to indemnify and hold each other harmless from and against any and all losses, claims, damages or liabilities due to or arising out of a breach of any representation or warranty of either party contained in this Agreement; provided, that the maximum liability of a party hereunder shall be the total Purchase Price actually paid.

8. Terms of Subscription.

(a) The Notes are issued in connection with a private offering (the “Offering”) of Secured Convertible Promissory Notes (the “Offering Notes”). The Issuer reserves the right, in its sole discretion, to reject any subscription made hereby, in whole or in part, and to allocate to any subscriber in the Offering less than the aggregate principal amount of Offering Notes subscribed for by such subscriber. If a subscriber’s subscription is rejected, in whole or in part, then the funds received by the Issuer from such subscriber will be returned to it (to the extent such subscription is rejected), without deduction from, or payment of interest on, such funds, but no sooner than such funds have cleared the banking system in the normal course of business. The Issuer’s agreement with each subscriber in the Offering is a separate agreement and the issuance and sale of Offering Notes to each subscriber is a separate sale.

(b) The Note purchased by the Subscriber pursuant to this Agreement will be prepared for delivery to the Subscriber promptly following the Closing at which the purchase of such Note takes place. The Subscriber hereby authorizes and directs the Issuer to deliver the Note purchased by the Subscriber pursuant to this Agreement to the residential or business address indicated on the signature page hereto.

9. Piggyback Registration.

(a) The Company shall notify all holders (“Holders”) of capital stock issued upon the conversion or exercise of the Notes (the “Registrable Securities”) in writing at least 15 days prior to the filing of any registration statement on Form S-1 under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but excluding the next public offering of securities of the Company) and will afford each such Holder an opportunity to include in such Registration Statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such Registration Statement all or any part of the Registrable Securities held by it shall, within 15 days after the above-described notice from the Company, so notify the Company in writing. In such event, the right of any such Holder to include Registrable Securities in any Registration Statement for the underwritten public offering of securities of the Company pursuant to this Section 9 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. If a Holder decides not to include all of his, her or its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent Registration Statement as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

(b) Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten in any underwritten offering covered by this Section 9, the number of shares that may be included in the underwriting shall be allocated, first, to the Company, and second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders taken together with any other stockholders of the Company with piggyback registration rights based on the total number of registrable securities held by the stockholders and the Holders. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing Person shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

(c) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 9 whether or not any Holder has elected to include securities in such registration, and shall promptly notify any Holder that has elected to include shares in such registration of such termination or withdrawal. The registration expenses of such withdrawn registration shall be borne by the Company.

10. This Agreement shall be enforced, governed and construed in all respects in accordance with the laws of the State of New York, as such laws are applied by New York courts to agreements entered into and to be performed in New York, without regard to conflict of law principles and shall be binding upon the Subscriber, his, her or its heirs, estate, legal representatives, successors and assigns and shall inure to the benefit of the Issuer and its successors and assigns.

11. This Agreement and the subscription hereby represented are not transferable or assignable.

12. If the Subscriber is a corporation, partnership, trust, estate or other entity, then the natural person signing on behalf of such entity represents that he, she or it has all right and authority, in his, her or its capacity as an officer, general partner, trustee, executor or other representative of such corporation, partnership, trust or other entity, as the case may be, to decide to invest in the Note and to execute and deliver this Agreement on behalf of such corporation, partnership, trust or other entity, as the case may be, enforceable in accordance with its terms. Such natural person also represents that any such corporation, partnership, trust or other entity was not formed for the purpose of purchasing the Note that it hereby subscribes to purchase.

[NEXT PAGE IS SIGNATURE PAGE]

IN WITNESS WHEREOF, the Subscriber has executed this Note Subscription Agreement this ______ day of _______ 2015.

IF AN INDIVIDUAL:


		Address:
Name Of Subscriber


Signature


Name of Joint Owner


Signature of Joint Owner

Form of Joint Ownership, if applicable:

	Joint Tenants

	Tenants in Common

SUBSCRIPTION

$ Total Purchase Price and Principal Amount of Note (total payment enclosed)

Make checks payable to: MASSIVE INTERACTIVE, INC.

ACCEPTANCE

The foregoing Note Subscription Agreement is accepted on this the ____ day of _____________ 2015.

MASSIVE INTERACTIVE, INC.

By: _____________________________

Name: Ron Downey

Title: Chief Executive Officer

SIGNATURE PAGE TO NOTE SUBSCRIPTION AGREEMENT

IN WITNESS WHEREOF, Subscriber has executed this Note Subscription Agreement this ______ day of _________________ 2015.

IF AN ENTITY:



Name Of Subscriber			Address:


By:

Its:


Subscriber is organized under the laws of the state of _____________________.

SUBSCRIPTION

$ Total Purchase Price and Principal Amount of Note (total payment enclosed)

Make checks payable to: MASSIVE INTERACTIVE, INC.

ACCEPTANCE

The foregoing Note Subscription Agreement is accepted on this ____ day of _______________ 2015.

MASSIVE INTERACTIVE, INC.

By: ____________________________

Name: Ron Downey

Title: Chief Executive Officer

SIGNATURE PAGE TO NOTE SUBSCRIPTION AGREEMENT

Exhibit A

Form of Secured Convertible Promissory Note

(See attached)

[Exhibit A to Note Subscription Agreement]

Exhibit 10.38

THIS SECURED CONVERTIBLE PROMISSORY NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, APPLICABLE STATE SECURITIES LAWS, OR APPLICABLE LAWS OF ANY FOREIGN JURISDICTION. THIS SECURED CONVERTIBLE PROMISSORY NOTE AND SUCH UNDERLYING SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, RENOUNCED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND IN THE ABSENCE OF COMPLIANCE WITH APPLICABLE LAWS OF ANY FOREIGN JURISDICTION, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS.

MASSIVE INTERACTIVE, INC.

SECURED CONVERTIBLE PROMISSORY NOTE

$[•]

________ __, 2015

1. Principal. Massive Interactive, Inc., a Nevada corporation (the “Company”), for value received, hereby promises to pay to the order of [•] (“Holder”) in lawful money of the United States of America at the address for notices to Holder set forth below, the principal amount of $[•], together with interest as set forth below. This Note was issued by the Company in connection with a private offering (the “Offering”) of substantially identical Secured Convertible Promissory Notes (collectively, the “Notes”) pursuant to those certain Note Subscription Agreements entered into by the Company with the purchasers of Notes (each, a “Purchase Agreement”), and is subject to its terms. Capitalized terms not otherwise defined herein shall have the meaning given in the Purchase Agreement.

2. Interest and Maturity; Purchase Premium. The Company promises to pay interest on the unpaid principal amount of this Note from the date hereof until such principal amount is paid in full at an annual rate of 12%, or such lesser rate as shall be the maximum rate allowable under applicable law. Interest from the date hereof shall be computed on the basis of a 360-day year of twelve 30-day months. Unless prepaid or converted earlier as set forth below, all unpaid principal and unpaid accrued interest on this Note shall be due and payable upon the earlier of (the first to occur, the “Maturity Date”): (i) a Deemed Liquidation Event (as defined below), (ii) the closing of a Qualified Financing (defined below) or (iii) December 31, 2015. A “Deemed Liquidation Event” shall mean: (A) any sale of all or substantially all of the assets of the Company; (B) any consolidation or merger of the Company with or into any other corporation or other entity or person, or any other corporate reorganization, other than any such consolidation, merger or reorganization in which the holders of equity securities of the Company immediately prior to such consolidation, merger or reorganization, continue to hold a majority of the equity securities of the surviving entity in substantially the same proportions (or, if the surviving entity is a wholly owned subsidiary, its parent) immediately after such consolidation, merger or reorganization; or (C) any transaction or series of related transactions to which the Company is a party in which in excess of fifty percent (50%) of the Company’s equity securities are transferred (other than a Qualified Financing or conversion of convertible promissory notes outstanding on the date of the Purchase Agreement). In the event of a Deemed Liquidation Event, the Company will pay each holder of a Note an additional purchase premium equal to one hundred percent (100%) of the principal amount of the Note (the “Purchase Premium”). In the event this Note remains outstanding and unpaid after the Maturity Date, the Company will make cash payments of liquidated damages to the Holder equal to 1% of the original principal amount of this Note for each month this Note remains outstanding and unsatisfied, up to a cap of 12%.

3. Prepayment. All outstanding principal and accrued and unpaid interest of this Note may be prepaid without penalty, in whole or in part, with the written consent of the holders of a majority in interest of the then outstanding principal amounts on the Notes, voting together as a single group (a “Requisite Majority”). Any prepayment of this Note will be credited first against accrued interest, then principal. Upon payment in full of the amount of all principal and interest payable hereunder, this Note shall be surrendered to the Company for cancellation.

4. Conversion.

4.1 Optional Conversion upon a Qualified Financing. If not sooner repaid or converted as set forth below, all outstanding principal and accrued but unpaid interest on this Note, as of the close of business on the day immediately preceding the date of the first closing of the next issuance and sale of capital stock of the Company, in a single transaction or series of related transactions, to investors resulting in gross proceeds to the Company of at least $2,000,000.00 (excluding indebtedness converted in such financing) (a “Qualified Financing”), may, at the option of the Holder, be converted upon the first closing of such Qualified Financing into that number of shares of capital stock of the Company as are issued in such Qualified Financing determined by dividing (x) the outstanding principal and accrued but unpaid interest on this Note by (y) the product of 0.8 multiplied by the Stock Price Per Share (as defined below). For purposes of this Note, “Stock Price Per Share” means the lowest cash price per share paid by purchasers of shares in such Qualified Financing.

4.2 Effect of Conversion. The Company shall not issue fractional shares of equity securities but shall pay the dollar equivalent of any fractional shares otherwise issuable upon conversion of this Note. Upon conversion of this Note pursuant to this Section 4, the applicable amount of outstanding principal and accrued and unpaid interest of the Note shall be converted without any further action by the Holder; provided, however, that the Company shall not be obligated to issue certificates evidencing the units of the securities issuable upon such conversion unless such Note is either delivered to the Company or its transfer agent, or the Holder notifies the Company or its transfer agent that such Note has been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify it from any loss incurred by it in connection with such Note. The Company shall, as soon as practicable after such delivery, or such agreement and indemnification, issue and deliver at such office to such Holder of such Note, a certificate or certificates for the securities to which the Holder shall be entitled and a check payable to the Holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of the securities, as determined by the officers of the Company. The person or persons entitled to receive securities issuable upon such conversion shall be treated for all purposes as the record holder or holders of such securities on such date. Any conversion effected in accordance with this Section 4 shall be binding upon the Holder hereof.

5. Attorney’s Fees. If the indebtedness represented by this Note or any part thereof is collected in bankruptcy, receivership or other judicial proceedings or if this Note is placed in the hands of attorneys for collection after default, the Company agrees to pay, in addition to the principal and interest payable hereunder, reasonable attorneys’ fees and costs incurred by Holder.

6. Notices. Any notice required or permitted under this Note shall be given in writing and shall be deemed effectively given upon personal delivery or three business days following deposit with the United States Post Office, by registered or certified mail, postage prepaid, or sent by confirmed electronic mail, addressed to the address of the receiving party set forth in the Purchase Agreement or at such other address as the recipient shall have furnished in writing in accordance with this Section.

7. Defaults and Remedies.

7.1 Events of Default. An “Event of Default” shall occur hereunder:

(i) if the Company shall default in the payment of the principal of this Note, when and as the same shall become due and payable and after written demand for payment thereof has been made and such amount remains unpaid for 15 business days after the date of such notice; or

(ii) if the Company shall default in the payment of any interest on this Note, when and as the same shall become due and payable and after written demand for payment thereof has been made and such amount remains unpaid for 15 business days after the date of such notice; or

(iii) if the Company shall default in the due observance or performance of any covenant, representation, warranty, condition or agreement on the part of the Company to be observed or performed pursuant to the terms hereof or pursuant to the terms of the Purchase Agreement, and such default is not remedied or waived within the time periods permitted therein, or if no cure period is provided therein, within 30 calendar days after the Company receives written notice of such default; or

(iv) if the Company shall commence any proceeding in bankruptcy or for dissolution, liquidation, winding-up, composition or other relief under state or federal bankruptcy laws;

(v) if such proceedings are commenced against the Company, or a receiver or trustee is appointed for the Company or a substantial part of its property, and such proceeding or appointment is not dismissed or discharged within 120 calendar days after its commencement; or

(vi) if at any time Ron Downey ceases to be the sole director and chief executive officer of the Company.

7.2 Acceleration. If an Event of Default occurs under Section 7.1 (iv), (v) or (vi), then the outstanding principal of and accrued and unpaid interest on this Note shall automatically become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are expressly waived. If any other Event of Default occurs and is continuing, the Holder, by written notice to the Company, may declare the outstanding principal of and accrued and unpaid interest on this Note to be due and payable immediately. Upon any such declaration of acceleration, such principal and interest shall become immediately due and payable and the Holder shall be entitled to exercise all of its rights and remedies hereunder and under the Purchase Agreement whether at law or in equity. The failure of the Holder to declare the Note due and payable shall not be a waiver of their right to do so, and the Holder shall retain the right to declare this Note due and payable unless the Holder shall execute a written waiver.

8. No Dilution or Impairment. The Company will not, by amendment of its governing documents, or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Note, 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 Note against dilution or other impairment.

9. Waiver of Notice of Presentment. The Company hereby waives presentment, demand for performance, notice of non-performance, protest, notice of protest and notice of dishonor. No delay on the part of Holder in exercising any right hereunder shall operate as a waiver of such right or any other right.

10. Non-Waiver. The failure of the Holder to enforce or exercise any right or remedy provided in this Note or at law or in equity upon any default or breach shall not be construed as waiving the rights to enforce or exercise such or any other right or remedy at any later date. No exercise of the rights and powers granted in or held pursuant to this Note by the Holder, and no delays or omissions in the exercise of such rights and powers shall be held to exhaust the same or be construed as a waiver thereof, and every such right and power may be exercised at any time and from time to time.

11. Governing Law. This Note is being delivered in and shall be construed in accordance with the laws of the State of New York, without regard to its conflicts of laws or choice of law provisions.

12. No Shareholder Rights. Nothing contained in this Note shall be construed as conferring upon the Holder or any other person the right to vote or to consent or to receive notice as a shareholder of the Company. As a condition of conversion of this Note, the Holder agrees to join whatever voting agreements, shareholder agreements, purchase agreements or other documents as are signed by other participants in the Qualified Financing.

13. Amendment. Any term of this Note may be amended, and any provision hereof waived, with the written consent of the Company and a Requisite Majority; provided, however, that no such amendment or waiver may (i) modify the outstanding principal amount or interest rate of this Note, or (ii) disproportionately and adversely affect the Holder relative to the holders of all other Notes, in each case without the Holder’s consent. Any amendment effected in accordance with this Section shall be binding upon all holders of Notes, each future holder of the Notes, and the Company. By acceptance hereof, the Holder acknowledges that in the event the required consent is obtained, any term of this Note may be amended or waived with or without the consent of the Holder.

14. Benefit; Assignment. This Note shall be binding upon and inure to the benefit of and shall be enforceable by the Holder and the Company and their proper successors and permitted assigns. The Holder may not assign, transfer, pledge or grant a security interest in its rights in whole or in part under this Note to any person without the prior written consent of the Company, except for transfers to affiliates of the Holder that do not violate any securities laws. 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 reasonably satisfactory to the Company. Thereupon, a new note for the same principal amount and interest (and reflecting accrued 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.

15. Security Agreement. This Note is secured by a Security Agreement dated as of the First Closing and the Holder is hereby granted the benefits of such Security Agreement. By execution of this Note, the Holder hereby joins the Security Agreement as a secured party.

[Signature page follows.]

This Note is hereby issued by the Company as of the year and date first above written.

	COMPANY: MASSIVE INTERACTIVE, INC.


	By:
	Name:
	Title:

Acknowledged and agreed:

[____________]




By:
Name:
Title:

[Signature Page to Secured Convertible Promissory Note]

Exhibit 10.39

SECURITY AGREEMENT

This Security Agreement (this “Agreement”), dated as of __________, 2015, is hereby entered into by and among Massive Interactive, Inc. (the “Company”) and those individuals and entities listed on Attachment 1 attached hereto (each a “Secured Party” and collectively the “Secured Parties”).

W I T N E S S E T H:

WHEREAS, each Secured Party is entitled to payment under a Secured Convertible Promissory Note issued by the Company (the “Note” and collectively with the other Secured Convertible Promissory Notes, the “Notes”); and

WHEREAS, the Notes and this Agreement are hereinafter collectively referred to as the “Transaction Documents”; and

WHEREAS, Company desires to secure the performance of the Notes and to perform, duly and punctually, all other obligations owing to the Secured Parties under the Transaction Documents;

NOW, THEREFORE, for and in consideration of the loan made by the Secured Parties to Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Secured Parties and Company, intending to be legally bound, hereby agree as follows:

1. Secured Obligations. This Security Agreement is given to secure the Notes and the due and punctual performance of all other obligations under the Transaction Documents now existing and hereafter arising, including future advances made pursuant to the Notes, together with any extensions and renewals of the foregoing obligations and reasonable attorneys’ fees if collected by or through an attorney-at-law (collectively the “Secured Obligations”); provided, however, that “Secured Obligations” shall not include any obligations of Company to the Secured Party in their capacity, if applicable, as a holder of any of Company’s capital stock.

2. Security Interest. As security for the due and punctual payment and performance by Company of the Secured Obligations, Company hereby grants to the Secured Party a security interest (which shall be subject and subordinate to the Permitted Liens, as defined below) in, all of the right, title, and interest in and to the Collateral. Such security interest in the Collateral shall attach to all Collateral without further act on the part of any Secured Party or the Company. The “Collateral” means: (a) all assets of the Company, tangible or intangible, including the intellectual property, patents and licenses to patents of the Company, and all amendments, renewals, extensions relating thereto, and all licenses or other rights to use the foregoing and all license fees and royalties from such use (collectively, the “Patents”); (b) any claims for damages (past, present or future) for infringement of any of the Patents, with the right, but not the obligation, to sue and collect damages for use or infringement of the Patents; and (c) all proceeds and products of any of the assets or Patents, including any and all insurance, indemnity or warranty payments, license royalties, proceeds of infringement suits, the right to sue for past, present and future infringements rights throughout the world, and all re-issues, divisions continuations, renewals, extensions and continuations-in-part with respect to any of the Patents.

3. Representations and Warranties of Company. The Company represents and warrants to each Secured Party as of the date hereof as follows:

(a) Except for and subject to Company’s obligations with respect to the Permitted Liens (as defined in Exhibit A attached hereto and made a part hereof), no UCC financing statement, security interest, statutory or common law lien, or other lien is outstanding or on file in any public office, and, except for the security interest created by this Agreement, (i) Company has full and unencumbered title to the Collateral and has full power and authority to assign and convey the same to the Secured Party and (ii) the security interest in the Collateral granted to the Secured Party herein is a first-priority security interest in and encumbrance on all right, title and interest of Company in and to the Collateral (and all filings and other actions necessary or desirable to perfect and protect such security interest have been or will promptly be duly taken); further, Company has exclusive possession and control of the Collateral;

(b) All books and records concerning the Collateral are located at the Company’s place of business set forth in Section 18 below concerning notices;

(c) Company will take or cause to be taken all necessary and appropriate action to protect and preserve the value of its rights, title and interest in and to the Collateral and its proceeds, including without limitation, payment of all taxes, fees, assessments, insurance premiums and other charges that may be imposed on or relate to the Collateral. Company will maintain all Collateral in good condition and will not waste, misuse, abuse or otherwise permit the Collateral to deteriorate in value;

(d) Company will not, without the prior written unanimous consent of the Secured Parties or payment in full of the Secured Obligations, sell, lease, assign, or create or permit to exist any lien on or security interest in any Collateral to or in favor of anyone other than the Secured Parties, except for Permitted Liens and for sales by Company in the ordinary course of business for fair value; and

(e) Company will provide 60 calendar days’ prior written notice to the Secured Party of any change in, addition to, or discontinuance of Company’s places of business, or corporate or trade names, the location of Company’s chief executive office, the location of the Collateral, or the location of Company’s books and records pertaining to the Collateral.

4. Events of Default. Any one or more of the following shall constitute a default or event of default by Company hereunder (each, an “Event of Default”).

(a) The failure of Company to observe or perform any material obligation, covenant, condition or term of the Transaction Documents.

(b) The finding that any warranty or representation made or furnished to the Secured Party by or on behalf of Company in connection with this Agreement or any of the other Transaction Documents was false or misleading in any material respect when made or furnished.

(c) A judgment creditor of Company (other than a Secured Party) shall obtain possession, control or a lien interest in or to any of the Collateral by any means, including, but without limitation, levy, charging order, or self-help.

(d) The filing of a petition by one or more creditors of Company, which is not dismissed within 60 days, seeking: (i) the entry of a decree or order for relief by a court having jurisdiction against or with respect to Company in an involuntary case under the federal bankruptcy laws or any state insolvency or similar laws ordering the liquidation of the Company; or (ii) a reorganization of Company or any of Company’s businesses and affairs or the appointment of a receiver, liquidator, assignee, custodian, trustee or similar official for Company or any of Company’s properties including, but not limited to, the Collateral.

(e) The commencement by Company of a voluntary case under the federal bankruptcy laws or any state insolvency or similar laws or the consent by Company to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, or similar official for Company or any of Company’s properties including, but not limited to, the Collateral, or the making by Company of any assignment for the benefit of creditors or the failure by Company generally to pay its debts as they become due.

5. Secured Party’ Rights Exclusive of Default. Company agrees that during the term of this Security Agreement, the Secured Parties shall be entitled to exercise any or all of the following rights.

(a) This Agreement, the rights of the Secured Parties hereunder, or the indebtedness secured hereby may be assigned from time to time, and in any such case the assignee shall be entitled to all of the rights, privileges and remedies granted in this Agreement to the Secured Party.

(b) The Secured Party may enter upon Company’s premises, or wherever the Collateral may be at any reasonable time during normal business hours and upon reasonable notice and subject to Company’s reasonable security procedures to inspect the Collateral and to inspect the books and records pertaining to the Collateral, and Company shall assist the Secured Party in making any such inspection.

(c) At its option, the Secured Party may (but shall not be obligated to) from time to time (i) discharge taxes, liens, security interests or other encumbrances, other than Permitted Liens, at any time levied or placed on the Collateral, or (ii) perform any other agreement of Company hereunder that Company shall fail to perform and take any other reasonable action that the Secured Party deem reasonably necessary for the maintenance or preservation of any of the Collateral or its interest therein. Company agrees to reimburse the Secured Party on demand for any reasonable payment made or reasonable expenses incurred by the Secured Party pursuant to the foregoing authorization.

6. Remedies on Default. Upon the occurrence of an Event of Default, the Secured Parties may, in their sole discretion and without further notice or demand, (a) declare all of the Secured Obligations to be immediately due and payable, (b) proceed immediately to exercise any and all of the Secured Parties’ rights, powers and privileges with respect to the Collateral, including, without limitation, the right to repossess or sell or otherwise dispose of the Collateral or any part thereof in such manner as the Secured Parties in their sole discretion may choose, or (c) exercise any other right or remedy available by agreement, at law, or in equity. All rights and remedies specified herein are cumulative and are in addition to such other rights and remedies as are available to the Secured Parties. Company agrees, upon request by the Secured Parties, to assemble the Collateral at a reasonable location for the Secured Parties and to make such Collateral available to the Secured Parties. Company authorizes the Secured Parties, upon the occurrence and during the continuance of an Event of Default, to enter the premises where the Collateral is without further notice or demand and without institution of legal proceedings. Any requirement imposed by law for reasonable notification of any intended disposition of the Collateral shall be deemed reasonably and properly made if given in accordance with the provisions of Section 18 hereof at least ten (10) calendar days prior to any public sale of the Collateral of the time at which any private or other intended disposition of the Collateral is to be made; provided, however, no notice shall be required with respect to any Collateral which is perishable, threatens to decline speedily in value or is sold in or on a recognized market. Company hereby authorizes the Secured Parties, pursuant to the power-of-attorney granted in Section 7 hereof, to sign and execute in the name of Company any intended transfer, conveyance of instrument in writing that may be necessary or desirable to effect any disposition of the Collateral. No disposition of any collateral shall extinguish any Secured Obligation of Company except to the extent that the proceeds from any such disposition are applied thereto by the Secured Parties.

7. Power-of-Attorney. Company does hereby irrevocably make, constitute and appoint the Secured Parties, and any of its officers or designees, its true and lawful attorney-in-fact (the “Power of Attorney”), with full power and authority to do any and all acts necessary or proper to carry out the intent of this Agreement including, without limitation, the right, power and authority (a) to enforce all rights of Company under and pursuant to any agreements with respect to the Collateral, all for the sole benefit of the Secured Parties; (b) to enter into and perform such arrangements as may be necessary in order to carry out the terms, covenants and conditions of this Agreement that are required to be observed or performed by Company; (c) to execute such other and further mortgages, pledges and assignments of the Collateral as the Secured Parties may reasonably require for the purpose of perfecting, protecting or maintaining the security interest granted to the Secured Parties by this Agreement; and (d) to do any and all other things necessary or proper to carry out the intent of this Agreement, and Company hereby ratifies and confirms all that the Secured Parties as such attorney-in-fact or its substitutes do by virtue of this Power-of-Attorney, which power is coupled with an interest and is irrevocable, until Company has paid in full the Secured Obligations and this Agreement is terminated; provided, however, that the Secured Parties shall only take action pursuant to subsection (d) above upon the occurrence and during the continuation of an Event of Default.

8. Company to Hold in Trust. Subsequent to the occurrence of any Event of Default and regardless of whether the Secured Parties make any demand to or request of Company, Company agrees to hold in trust for the Secured Parties any and all cash, checks, drafts, items, chattel paper and other instruments or writings for the payment of money that may be received by Company in full or partial payment or otherwise as proceeds of any of the Collateral, in precisely the form received, and Company will immediately upon request by the Secured Parties endorse, transfer and deliver any and all such payments to the Secured Parties for application against the Secured Obligations.

9. Application of Proceeds. The proceeds from the sale of or other realization on the Collateral pursuant to Section 6 hereof shall be applied:

(a) First, to the payment of all reasonable costs and expenses incurred by or on behalf of the Secured Parties in connection with such sale or other realization including, without limitation, reasonable attorneys’ fees and all court costs, and to the repayment of all advances by the Secured Parties hereunder for the account of Company for payment of reasonable costs and expenses paid or incurred by the Secured Parties in connection with this Agreement or in the exercise of any right or remedy hereunder, to the extent that such advances, costs and expenses shall not have been previously paid to the applicable Secured Party upon its demand to Company therefor;

(b) Second, to the payment in full of the amounts payable under the Notes;

(d) Fourth, to Company or as a court of competent jurisdiction may direct.

To the extent that funds are insufficient to make the payments as set forth above, the proceeds shall be distributed proportionately within the categories set forth above based upon amounts owed to each party in such category.

10. Financing Statements. Promptly after the execution of this Agreement, Company hereby covenants and agrees to execute (if execution is necessary) UCC financing statements perfecting a lien in and to the Collateral (collectively, the “Financing Statements”) and permits the Secured Parties to file any such Financing Statements in any jurisdictions or offices deemed reasonably necessary by the Secured Parties. Company also authorizes the Secured Parties to file continuation statements to the Financing Statements without the signature of Company so long as such continuation statements shall be consistent with the intent of this Agreement.

11. Term of Agreement. Company acknowledges and agrees that the number and amount of the Secured Obligations may fluctuate from time to time hereafter. Company expressly agrees that this Agreement and the security interest in the Collateral conveyed to the Secured Parties hereunder shall remain valid and in full force and effect, notwithstanding any such fluctuations and future payments. This Agreement shall terminate, and each Secured Party shall release its security interest in the Collateral and shall execute and deliver to Company all UCC termination statements and similar documents which Company shall reasonably request to evidence such termination, only upon the payment in full by or on behalf of Company of all of the then outstanding obligations of Company pursuant to any of the Transaction Documents (the “Termination Date”).

12. Indemnity. Company hereby agrees to indemnify each Secured Party and its agents, servants, and employees against and agrees to protect, save and hold harmless each thereof from any and all liabilities, obligations, losses, damages, penalties, actions, suits, costs, expenses and disbursements of whatever kind and description imposed on, incurred by or asserted against any such person in any way arising out of or related to the Collateral, the Secured Obligations, the Transaction Documents, the transactions contemplated thereby and hereby, or the use, possession, maintenance, operation, condition, sale, registration, ownership, lease or other disposition of the Collateral, except that Company shall not indemnify or hold harmless the Secured Party for any liabilities, obligations, losses, damages, penalties, actions, suits, costs and expenses arising from the gross negligence or willful misconduct of the Secured Party.

13. Survival of Representations and Warranties. All representations and warranties contained herein, made by, or furnished on behalf of Company in connection with this Agreement shall terminate as of the Termination Date.

14. Successors and Assigns. This Agreement shall bind and inure to the benefit of the parties and their respective successors and assigns; provided, however, Company shall have no right to assign its rights or obligations hereunder to any person or entity.

15. Further Assurances. Upon the request of the Secured Party, Company shall duly execute and deliver, at the cost and expense of Company, such further instruments as may be reasonably necessary or proper, in the reasonable judgment of the Secured Party to carry out the provisions and purposes of this Agreement or to perfect, protect and preserve the security interest of the Secured Party in the Collateral or in any portion thereof.

16. Time of Essence. Time is of the essence in interpreting and performing this Agreement.

17. Amendment; Waiver; Additional Secured Party. This Agreement may be amended only in a writing signed by both Company and the Secured Parties holding Notes representing a majority of the Secured Obligations. No delay or failure on the part of the Secured Parties in the exercise of any right, power or privilege under this Agreement shall impair any such right, power or privilege or be construed as a waiver of any default or any acquiescence therein. No single or partial exercise of such right, power or privilege shall preclude the further exercise of such right, power or privilege or the exercise of any other right, power or privilege. No waiver shall be valid against the Secured Parties unless made in writing and signed by the Secured Parties holding Notes representing a majority of the Secured Obligations, and then only to the extent expressly specified therein. Company hereby waives presentment and notice of dishonor and protest of all instruments included or evidencing the liability of Company in respect to the Secured Obligations or the Collateral and any and all notices and demands whatsoever, whether or not relating to such instruments, except as otherwise provided in such instruments. Notwithstanding the foregoing, in the event additional investors purchase Notes, such investors shall automatically become additional Secured Parties.

18. Notices. Any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given and received: (a) upon personal delivery to the party to be notified (with written confirmation of receipt or refusal); (b) upon delivery by confirmed electronic or facsimile transmission if written confirmation is received by the recipient before 5:00 p.m. local time on a business day, and if not, then the next business day; (c) five (5) days after deposit with the United States Post Office, by registered or certified mail, postage prepaid; or (d) one (1) business day after deposit with a nationally recognized overnight courier service, and addressed:

(a) If to Secured Party:

To address set forth on Attachment 1 hereto.

(b) If to the Company:

To address set forth on the signature page hereto.

Company or the Secured Party may change its respective address for notice purposes by written notice to the other party as specified herein.

19. Severability. If any part of any provision contained in this Agreement shall be invalid or unenforceable under applicable law, said part shall be ineffective to the extent of such invalidity only, without in any way affecting the remaining parts of said provisions or the remaining provisions.

20. Choice of Law. This Agreement and any controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to conflict of law principles.

21. Submission to Jurisdiction. Each of the parties submits to the exclusive jurisdiction of any state or federal court sitting in New York, and any appellate courts therefrom, in any action or proceeding arising out of, or relating to, this Agreement (and/or any of the transactional documents contemplated herein), agrees that all claims in respect of the action or proceeding may be heard and determined in any such court and agrees not to bring any action or proceeding arising out of, or relating to, this Agreement in any other court. Each of the parties waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other party with respect thereto.

22. Descriptive Headings. The descriptive headings of the several paragraphs of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

23. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which, taken together, shall constitute one and the same instrument.

24. Entire Agreement. This Agreement constitutes the entire understanding of the parties with respect to the subject matter hereof, and any prior agreements, whether written or oral, with respect thereof, are expressly superseded hereby.

[Signature page follows.]

IN WITNESS WHEREOF, the parties hereto have executed this Security Agreement as of the year and date first above written.

	MASSIVE INTERACTIVE, INC.

COMPANY:	By:
	Name:	Ron Downey
	Title:	CEO
	Address:	6th Floor, 10 Lower Thames Street London, EC3R 6AF, UK

[SIGNATURE PAGE TO SECURITY AGREEMENT]

ATTACHMENT 1

Name of Secured Party

Address

EXHIBIT A

Permitted Liens

Exhibit 10.40

RESTRICTED STOCK ISSUANCE AGREEMENT

This RESTRICTED STOCK ISSUANCE AGREEMENT (the “Agreement”) is made and entered into as of ____________, 2015, by and between Massive Interactive, Inc., a Nevada corporation (the “Company”), and ___________________ (the “Grantee”).

WHEREAS, in connection with Grantee’s employment with the Company, the Company has agreed to issue _________________ (####) shares of Common Stock (the “Shares”) to Grantee, subject to the terms of this Agreement.

NOW, THEREFORE, the Company and the Grantee agree as follows.

1. Issuance of Stock. The Company hereby agrees to issue to the Grantee the Shares, which for purposes of this Agreement are valued at $0.13 per share, representing the price of the Company’s stock in the public markets as of 1:00 p.m. EDT on March 19, 2015. All of the Shares received by the Grantee from the Company pursuant to this Agreement are subject to an option by the Company to repurchase such Shares.

2. Repurchase Option.

(a) As used herein, the following terms have the meanings set forth below.

(i) “Cause” means (A) Grantee’s conviction of fraud, embezzlement or misappropriation with respect to the Company, (B) Grantee’s material breach of any contractual agreement between Grantee and the Company, (C) a good faith finding by the Company of Grantee’s failure to perform his or her duties as an employee of the Company, (D) Grantee’s willful failure or refusal to follow any specific lawful instructions of his or her manager, (E) Grantee’s conviction or plea of nolo contendere in respect of any felony or a misdemeanor involving moral turpitude, (F) Grantee’s violation of the Company’s code of ethics, code of conduct, or other employment policies, or (G) Grantee’s willful or negligent misconduct that has a material adverse effect on the property, business, or reputation of the Company.

(ii) “Continuous Service” means that the provision of services to the Company or a Related Entity (as defined below) in any capacity of employee, director or consultant is not interrupted or terminated. A Grantee’s Continuous Service will be deemed to have terminated either upon an actual termination of Continuous Service or upon the entity for which the Grantee provides services ceasing to be a Related Entity. Continuous Service shall not be considered interrupted in the case of (A) any approved leave of absence, (B) transfers among the Company, any Related Entity, or any successor in any capacity of employee, director or consultant, or (C) any change in status as long as the individual remains in the service of the Company or a Related Entity in any capacity of employee, director or consultant. An approved leave of absence for purposes of determining Continuous Service will include sick leave, military leave, or any other authorized personal leave, so long as the Company or Related Entity has a reasonable expectation that the Grantee will return to provide services for the Company or Related Entity, and provided further that the leave does not exceed six (6) months, unless the Grantee has a statutory or contractual right to re-employment following a longer leave.

(iii) “Related Entity” means any “parent corporation” of the Company, whether now or hereafter existing, within the meaning of Section 424(e) of the Internal Revenue Code of 1986, as amended (the “Code”), and any “subsidiary corporation” of the Company, whether now or hereafter existing, within the meaning of Section 424(f) of the Code.

(iv) “Triggering Event” means the termination of the Grantee’s Continuous Service with the Company either by Grantee for any reason or by the Company for Cause.

(v) “Unvested Shares” means those Shares that are not vested under the vesting schedule set forth on Exhibit A hereto.

(b) In the event that a Triggering Event occurs, the Company shall, from the date of termination (as reasonably fixed and determined by the Company), have an option (the “Repurchase Option”) for a period of 90 days to repurchase any of the Unvested Shares for no additional consideration. In addition, if the Triggering Event is a termination of Grantee’s Continuous Service by the Company for Cause, then the Repurchase Option will also include an option to purchase any of the Shares that are vested under the vesting schedule set forth on Exhibit A for no additional consideration. In the event the Company elects to exercise the Repurchase Option, it shall be exercised by the Company by written notice to the Grantee, which notice shall specify the number of Shares and the time (not later than 30 days from the date of the Company’s notice) and place for the closing of the repurchase of the Shares. Upon delivery of such notice and payment of the purchase price in accordance with the terms herewith, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Shares being repurchased by the Company.

(c) Whenever the Company shall have the right to repurchase Shares hereunder, the Board of Directors may designate and assign to one or more assignees the right to exercise all or part of the Company’s repurchase rights under this Agreement to purchase all or a part of such Shares.

3. Release of Shares From Repurchase Option/Accelerated Vesting. In the event the Repurchase Option is triggered pursuant to a Triggering Event and the Company (or its assigns) fails to exercise the Company’s option for the repurchase of any or all of the Shares then, upon the expiration of the 90-day option period, any and all such Shares not repurchased by the Company shall be released from the Repurchase Option. In the event of any termination of Grantee’s Continuous Service with the Company that does not constitute a Triggering Event, then all Shares shall be immediately released from the Repurchase Option. Upon the release of the Repurchase Option, any Unvested Shares shall immediately vest.

4. Restriction on Transfer; Ownership. Except for a transfer to a “Related Party” (as defined below), none of the Unvested Shares or any beneficial interest therein shall be transferred, pledged, hypothecated, encumbered or otherwise disposed of in any way. For purposes of this Agreement, “Related Party” shall mean a spouse, lineal ancestor or descendant, natural or adopted, and a spouse of a lineal ancestor or descendant, or a trust for the sole benefit of such persons or any of them.

All transferees of Shares or any interest therein (including Related Parties) will receive and hold such Shares or interest subject to the provisions of this Agreement, and shall agree in writing to take such Shares or interest therein subject to all the terms of this Agreement, including restrictions on further transfer. Any sale or transfer of the Company’s Shares shall be void unless the provisions of this Agreement are met.

Grantee, as beneficial owner of the Shares, shall have full voting and dividend rights with respect to the Shares during and after the vesting period. Dividends, if any, declared and paid on the Shares during the vesting period shall be accrued by the Company during the vesting period and paid to Grantee only if and when the related Shares vest as provided in Sections 2 and 3 hereof. Any such accrued dividends shall be paid to Grantee no later than 30 days after the applicable vesting date. If any Shares are repurchased pursuant to the Repurchase Option, then, on the date of such repurchase, Grantee shall no longer have any rights as a stockholder with respect to such repurchased Shares or any interest therein, and Grantee shall not be entitled to receive any accrued dividends previously declared on such repurchased Shares.

5. Investment Intent; Legends on Certificates.

(a) Simultaneously with the execution hereof, the Grantee has executed and delivered to the Company a copy of the Investment Representation Statement in the form of Exhibit B hereto concerning the Grantee’s investment intent with respect to the Shares.

(b) The Grantee acknowledges that the certificates evidencing the Shares shall be endorsed with a legend, in addition to any other legends required by this Agreement or any other agreement to which the Shares are subject, substantially as follows.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION PROVISIONS.

(c) The Grantee understands and agrees that neither the Company nor any agent of the Company shall be under any obligation to recognize and transfer any of the Shares if, in the opinion of counsel for the Company, such transfer would result in violation by the Company of any federal or state law with respect to the offering, issuance or sale of securities.

6. Adjustment for Stock Splits and the Like. All references to the number of Shares shall be appropriately adjusted to reflect any stock split, stock dividend or other change in the Shares that may be made by the Company after the date of this Agreement.

7. Tax Consequences.

(a) The Grantee has reviewed with the Grantee’s own tax advisors the federal, state, local and foreign (if applicable) tax consequences of this investment and the transactions contemplated by this Agreement. The Grantee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Grantee (and not the Company) shall be responsible for the Grantee’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. The Grantee understands that Section 83 of the Code, taxes as ordinary income the difference between the amount paid for the Shares and the fair market value of the Shares as of the date any restrictions on the Shares lapse. The Grantee understands that he/she may elect to be taxed at the time the Shares are received rather than when and as the Repurchase Option expires by filing an election under Section 83(b) of the Code with the I.R.S. within 30 days from the date of purchase.

(b) THE GRANTEE ACKNOWLEDGES THAT IT IS THE GRANTEE’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF THE GRANTEE REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE GRANTEE’S BEHALF.

(c) If the Grantee makes any tax election relating to the treatment of the Shares under the Code, at the time of such election the Grantee shall promptly notify the Company of such election.

8. General Provisions.

(a) This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Delaware, without giving effect to the choice of law rules of any jurisdiction.

(b) In addition to the legend set forth in Section 5 of this Agreement, the certificates representing the Shares shall be endorsed with the following legend.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RESTRICTED STOCK ISSUANCE AGREEMENT AND TO THE RESTRICTIONS CONTAINED THEREIN, INCLUDING RESTRICTIONS UPON TRANSFER. A COPY OF THE AGREEMENT WILL BE FURNISHED TO ANY INTERESTED PARTY UPON WRITTEN REQUEST, WITHOUT CHARGE.

(c) Any notice, demand or request required or permitted to be given pursuant to the terms of this Agreement shall be in writing and shall be deemed given when delivered personally or deposited in the U.S. mail, first class, certified or registered, return receipt requested, with postage prepaid, and addressed to the parties at the addresses of the parties set forth at the end of this Agreement or such other address as a party may designate by notifying the other in writing.

(d) The rights and obligations of the Company and the Grantee hereunder shall be binding upon, inure to the benefit of and be enforceable against their respective successors and assigns, legal representatives and heirs. In addition, the rights and obligations of the Company under Section 2 of this Agreement shall be transferable to any one or more persons or entities as set forth therein.

(e) Either party’s failure to enforce any provision or provisions of this Agreement, except for the exercise by the Company of its Repurchase Option, shall not in any way be construed as a waiver of any such provision or provisions, nor prevent the party thereafter from enforcing each and every other provision of this Agreement. The rights granted the parties herein are cumulative and shall not constitute a waiver of any party’s right to assert all other legal remedies available to it under the circumstances.

(f) The Company and the Grantee agree, upon request, to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement.

(g) THIS AGREEMENT DOES NOT IN ANY MANNER OBLIGATE THE COMPANY TO CONTINUE THE GRANTEE’S RELATIONSHIP WITH THE COMPANY.

(h) This Agreement expresses the entire understanding with respect to the subject matter hereof and supersedes and terminates any prior oral or written agreements with respect to the subject matter hereof. This Agreement may only be amended by a writing signed by both the Grantee and the Company.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have duly executed this Restricted Stock Issuance Agreement as of the day and year first set forth above.

	COMPANY:

	Massive Interactive, Inc.



	By:
	Name:
	Title:

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

	GRANTEE:

	[NAME]


			(SEAL)

	Address:

EXHIBIT A

VESTING SCHEDULE

The Shares are unvested when granted, and will vest as described below, subject to Grantee’s Continuous Service with the Company or a Related Entity.

Date	Percentage of Shares Vested

Except as described in Section 3 with respect to a termination of Continuous Service that is not a Triggering Event, vesting will terminate upon the termination of Grantee’s Continuous Service.

EXHIBIT B

INVESTMENT REPRESENTATION STATEMENT

Grantee:

_______________

Issuer:

Massive Interactive, Inc. (the “Company”)

Security:

Common Stock

No. of Shares:

_______________

In connection with the receipt of the above securities, the Grantee represents to the Company as follows.

1. Grantee is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the securities. Grantee is acquiring the securities for investment for Grantee’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).

2. Grantee understands that the securities have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Grantee’s investment intent as expressed herein.

3. Grantee further understands that the securities must be held indefinitely unless subsequently registered under the Securities Act or unless an exemption from registration is available. Moreover, Grantee understands that the Company is under no obligation to register the securities. In addition, Grantee understands that the certificate evidencing the securities will be imprinted with a legend that prohibits the transfer of the securities unless they are registered or such registration is not required in the opinion of counsel for the Company.

Date: __________, 2015	GRANTEE:



	[NAME]

Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

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 registrant’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(s) 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.

Date: May 15, 2015

/s/ Ron Downey

Ron Downey

Chief Executive Officer

(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

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(s) 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.

Date: May 15, 2015

/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 fiscal quarter ended March 31, 2015 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

(Principal Executive Officer)

May 15, 2015

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 year ended March 31, 2015 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

(Principal Financial Officer)

May 15, 2015

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