Quarterly Report (10-q)
April 22 2019 - 3:39PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
(Mark
One)
[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the Quarterly Period Ended February 28, 2019
OR
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from ______________ to ______________
Commission
File No. 000-55962
EMPIRE
POST MEDIA, INC.
(Exact
name of the small business issuer as specified in its charter)
NEVADA
|
|
27-1122308
|
(State
or other jurisdiction of
incorporation or organization)
|
|
(I.R.S.
Employer
Identification No.)
|
21555
Burbank Blvd., Unit 45
Woodland
Hills, CA 91367
(Address
of principal executive offices)
(818)
326-7676
(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 [ ]
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 during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition
of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large
accelerated filer
|
[ ]
|
Accelerated
filer
|
[ ]
|
Non-accelerated
filer
|
[ ]
|
Smaller
reporting company
|
[X]
|
Emerging
growth company
|
[X]
|
|
|
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [X] No [ ]
The
number of shares of Common Stock, $0.001 par value, of the registrant outstanding at April 19, 2019 was 195,837,336.
TABLE
OF CONTENTS
FORWARD-LOOKING
STATEMENTS
This
Quarterly Report on Form 10-Q (“Form 10-Q”) contains “forward-looking statements” within the meaning of
the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are “forward-looking
statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings,
revenue or other financial items; any statements of the plans, strategies and objectives of management for future operations;
any statements concerning proposed new products or developments; any statements regarding future economic conditions or performance;
any statements of belief; and any statements of assumptions underlying any of the foregoing. Although we believe that the expectations
reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected
or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any
forward-looking statements, are subject to change and inherent risks and uncertainties.
Forward-looking
statements may include the words “may,” “could,” “will,” “estimate,” “intend,”
“continue,” “believe,” “expect,” “desire,” “goal,” “should,”
“objective,” “seek,” “plan,” “strive” or “anticipate,” as well as
variations of such words or similar expressions, or the negatives of these words. These forward-looking statements present our
estimates and assumptions only as of the date of this Form 10-Q. Except for our ongoing obligation to disclose material information
as required by the federal securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement.
We caution readers not to place undue reliance on any such forward-looking statements. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual outcomes will likely vary materially from those indicated.
PART
I.
Item
1. Financial Statements.
Pursuant
to “Chapter 17 CFR, Section 210.3-11-Financial Statements of an Inactive Registrant” (“Section 210.3-11”),
This Quarterly Filing Of The Financial Statements of the Company Were Not Reviewed by the Company’s Independent Auditors
EMPIRE
POST MEDIA, INC.
Index
to Consolidated Financial Statements
EMPIRE
POST MEDIA, INC.
CONDENSED
BALANCE SHEETS
|
|
Un-audited
|
|
|
Un-audited
|
|
|
|
February 28, 2019
|
|
|
November 30, 2018
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
$
|
100
|
|
|
$
|
100
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS’ DEFICIT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
-
|
|
|
$
|
-
|
|
Accrued compensation officer
|
|
|
-
|
|
|
|
-
|
|
Judgment payable
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
TOTAL CURRENT LIABILITIES
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
COMMITMENTS AND CONTINGENCIES, note 2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SHAREHOLDERS’ DEFICIT
|
|
|
|
|
|
|
|
|
Preferred stock, $0.001 par value, 10,000,000 shares authorized, 0 shares issued and outstanding
|
|
|
|
|
|
|
|
|
Common stock, $0.001 par value, 400,000,000 shares authorized, 195,837,336 shares issued and outstanding
|
|
|
39,105
|
|
|
|
39,105
|
|
Additional paid-in capital
|
|
|
134,745
|
|
|
|
134,745
|
|
Accumulated deficit
|
|
|
(173,750
|
)
|
|
|
(173,750
|
)
|
|
|
|
|
|
|
|
|
|
TOTAL SHAREHOLDERS’ DEFICIT
|
|
|
100
|
|
|
|
100
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT
|
|
$
|
100
|
|
|
$
|
100
|
|
See
accompanying notes to the financial statements
EMPIRE
POST MEDIA, INC.
UN-
AUDITED CONDENSED STATEMENTS OF OPERATIONS
|
|
Three Months Ended
February 28, 2019
|
|
|
Three Months Ended
February 28, 2018
|
|
|
|
|
|
|
|
|
REVENUES
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
General and administrative
|
|
|
-
|
|
|
|
750
|
|
|
|
|
|
|
|
|
|
|
TOTAL OPERATING EXPENSES
|
|
|
-
|
|
|
|
750
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME
|
|
|
|
|
|
|
|
|
Gain on settlement of liabilities
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
TOTAL OTHER INCOME
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
NET INCOME (LOSS) BEFORE PROVISION OF INCOME TAXES
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
PROVISION FOR INCOME TAXES
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
NET INCOME (LOSS)
|
|
$
|
-
|
|
|
$
|
(750
|
)
|
|
|
|
|
|
|
|
|
|
Basic and diluted income (loss) per share
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding (Basic and diluted)
|
|
|
195,837,336
|
|
|
|
207,837,336
|
|
See
accompanying notes to the financial statements
EMPIRE
POST MEDIA, INC.
UN-
AUDITED CONDENSED STATEMENTS OF CASH FLOWS
|
|
Three Months Ended
February 28, 2019
|
|
|
Three Months Ended
February 28, 2018
|
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
0
|
|
|
$
|
(750
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
Gain on settlement of liabilities
|
|
|
|
|
|
|
|
|
Changes in liabilities - increase (decrease):
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
|
|
|
|
|
|
|
Judgment payable
|
|
|
|
|
|
|
750
|
|
|
|
|
|
|
|
|
|
|
NET CASH PROVIDED BY OPERATING ACTIVITIES
|
|
|
-
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
NET INCREASE IN CASH AND CASH EQUIVALENTS
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS, beginning of year
|
|
|
100
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS, end of year
|
|
$
|
100
|
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTARY DISCLOSURES:
|
|
|
|
|
|
|
|
|
Interest paid in cash
|
|
$
|
0
|
|
|
$
|
0
|
|
Income taxes paid in cash
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
NON-CASH FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
Liabilities paid by shareholder
|
|
$
|
0
|
|
|
$
|
0
|
|
See
accompanying notes to the financial statements
EMPIRE
POST MEDIA, INC.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
February 28, 2019
(UNAUDITED)
1.
|
ORGANIZATION
AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
Organization
Empire
Post Media, Inc. (the “Company”) was founded in the State of Nevada on October 13, 2009 and has an office location
in Woodland Hills, California. The Company was previously in the business of providing post production services to the movie and
television industry. The Company ceased operations and has been inactive since 2012. The Company was a publicly-traded company
listed on the OTC Bulletin Board (“pink-sheets”). The last filing that the Company made with the SEC was its Form
10-Q for the quarter ended August 31, 2012. Even though the Company has not made any further filings with the SEC since 2012,
the Company has continued to have some minimal stock trading activity. The Company filed a Form 10 registration statement with
the SEC, which was declared effective on September 10, 2018. The company is subject to the reporting requirements as set forth
in the Securities Exchange Act of 1934, as amended.
The
Company’s board is now considering merging with another entity that has viable operations. As such, the existing company
is not going to continue as a going concern after any merger. These financial statements do not contain any adjustments that would
be necessary should the Company not continue as a going concern. There is no assurance that the Company will be successful in
negotiating or closing a merger or acquisition with an operating company.
The
unaudited condensed financial statements of the Company have been prepared in accordance with the Securities and Exchange Commission
(SEC) rules for interim financial information. Accordingly, they do not include all the information and footnotes required by
accounting principles generally accepted in the United States of America for annual financial statements. However, the information
included in these interim financial statements reflects all adjustments (consisting solely of normal recurring adjustments) which
are, in the opinion of management, necessary for the fair presentation of the financial position and the results of operations.
Results shown for interim periods are not necessarily indicative of the results to be obtained for a full year. The balance sheet
information as of November 30, 2017 was derived from the audited financial statements which are included in this Form 10. These
interim financial statements should be read in conjunction with that report.
Going
Concern
The
Company has not generated revenues and has recognized net operating losses since its inception. The Company also has a negative
working capital and accumulated deficit at August 31, 2018. These factors among others raise substantial doubt about going concern.
Furthermore, the as discussed above, the Company will not continue as a going concern in the event of a merger. The accompanying
financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization
of assets and liabilities and commitments in the normal course of business. The financial statements do not include any adjustments
relating to the recoverability of the carrying amount of the recorded assets or the amount of liabilities that might result from
the outcome of this uncertainty. The accompanying financial statements do not reflect any adjustments that might result if the
Company is unable to continue as a going concern. The Company’s ability to continue as a going concern and the appropriateness
of using the going concern basis is dependent upon, among other things, additional cash infusions. Management plans to raise additional
shareholder contributions in order to fund its operations. However, there can be no assurance that the Company will be able to
raise sufficient capital to continue with operations.
Cash
and Cash Equivalents
For
the purpose of the statement of cash flows, the Company considers cash equivalents to include cash and investments with an original
maturity of three months or less.
Income
Taxes
The
Company accounts for income taxes under the liability method in accordance with FASB ASC 740,
Income Taxes
. Under this
standard, deferred income tax liabilities and assets are determined based on the difference between the financial statement and
tax bases of assets and liabilities using the enacted tax rates expected to be in effect for the year in which the differences
are expected to reverse. Deferred income tax assets are reduced by a valuation allowance when the Company is unable to make the
determination that it is more likely than not that some portion or all of the deferred income tax asset will be realized. The
Company’s policy is to include interest and penalties related to unrecognized tax benefits in income tax expense. Interest
and penalties totaled $0 for the three months ended February 28, 2019 and 2018. The company files income tax returns with the
Internal Revenue Service (“IRS”) and various state jurisdictions. For jurisdictions in which tax filings are prepared,
the Company is subject to income tax examinations by state tax authorities and the IRS for tax years through 2012.
Deferred
Taxes
As
of February 28, 2019, total deferred income tax assets consist principally of net operating loss carry forwards in amounts still
to be determined. For financial reporting purposes, a valuation allowance has been recognized in an amount equal to such deferred
income tax assets due to the uncertainty surrounding their ultimate realization. If not utilize, the net operating loss carryover
is due to expire in 2030.
Earnings
(Loss) per Share
Basic
earnings per share are computed by dividing income available to common shareholders by the weighted-average number of common shares
outstanding. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased
to include the number of additional common shares that would have been outstanding if the potential common shares had been issued
and if the additional common shares were dilutive. Common equivalent shares are excluded from the computation if their effect
is anti-dilutive.
Use
of Estimates
The
preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates
and assumptions that affect certain reported amounts and disclosures Management uses its knowledge of its business in making estimates.
Accordingly, actual results could differ from those estimates.
Fair
Value of Financial Instruments
Carrying
amounts reported in the balance sheet of accounts payable approximate fair value due to their short maturity.
Recently
Issued Accounting Pronouncements
Management
has assessed the recently issued accounting pronouncements and has determined that none of these pronouncements have an impact
on the Company’s financial statements.
2.
|
COMMITMENTS
AND CONTINGENCIES
|
Judgment
Payable
On
April 3, 2014 the Company had a judgment assessed against them for $30,000. The judgment incurred interest at 10% per year. At
November 30, 2017, the balance on the judgment payable, including accrued interest, totaled $40,981. On May 22, 2018, the Company
agreed to settle this judgment payable totaling $42,403, including accrued interest, for $15,000. The Company’s shareholder
paid for this settlement directly, resulting in a contribution from shareholder in May 2018.
Legal
Matters
From
time to time the Company may be involved in certain legal actions and claims arising in the ordinary course of business. The Company
was not a party to any specific legal actions or claims at February 28, 2019
The
Company has evaluated events occurring after the date of the accompanying balance sheet through February 28, 2019, the date the
financial statements are available to be issued. Other than the events set forth below, the Company did not identify any material
subsequent events requiring adjustment to the accompanying financial statements.
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This
Quarterly Report Form 10-Q contains forward-looking statements. Our actual results could differ materially from those set forth
as a result of general economic conditions and changes in the assumptions used in making such forward-looking statements. The
following discussion and analysis of our financial condition and results of operations should be read together with the unaudited
condensed financial statements and accompanying notes and the other financial information appearing elsewhere in this report.
The analysis set forth below is provided pursuant to applicable Securities and Exchange Commission regulations and is not intended
to serve as a basis for projections of future events.
Empire
was incorporated in the State of Nevada on October 13, 2009. The Company was a development stage company engaged in the business
of providing post production services to the movie and television industry and the production of reality shows. The post production
services included both two-dimensional and three-dimensional formats and were offered on a collateralized-deferred basis to producers
and owners of feature films; television movies, specials and series; short subjects and documentaries.
We
ceased all business activities on January 1, 2013. Since that time we have been engaged in seeking to create value for our shareholders
by merging with another entity with experienced management and opportunities for growth in return for shares of our common stock.
No potential merger candidate has been identified at this time.
We
do not propose to restrict our search for a business opportunity to any particular industry or geographical area and may, therefore,
engage in essentially any business in any industry. We have unrestricted discretion in seeking and participating in a business
opportunity, subject to the availability of such opportunities, economic conditions, and other factors. The selection of a business
opportunity in which to participate is complex and risky. Additionally, we have only limited resources and may find it difficult
to locate good opportunities. There can be no assurance that we will be able to identify and acquire any business opportunity
which will ultimately prove to be beneficial to us and our shareholders. We will select any potential business opportunity based
on our management’s best business judgment.
Our
activities are subject to several significant risks, which arise primarily as a result of the fact that we have no specific business,
and may acquire or participate in a business opportunity based on the decision of management, which potentially could act without
the consent, vote, or approval of our shareholders. The risks faced by us are further increased as a result of its lack of resources
and our inability to provide a prospective business opportunity with significant capital.
The
most likely target companies are those seeking the perceived benefits of a reporting corporation. Such perceived benefits may
include facilitating or improving the terms on which additional equity financing may be sought, providing liquidity for incentive
stock options or similar benefits to key employees, increasing the opportunity to use securities for acquisitions, providing liquidity
for shareholders and other factors. Business opportunities may be available in many different industries and at various stages
of development, all of which will make the task of comparative investigation and analysis of such business opportunities difficult.
The
search for a target company will not be restricted to any specific kind of business entities, but may acquire a venture which
is in its preliminary or development stage, which is already in operation, or in essentially any stage of its business life. It
is impossible to predict at this time the status of any business in which the Company may become engaged, whether such business
may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which
the Company may offer.
In
implementing a structure for a particular business acquisition, the Company may become a party to a merger, consolidation, reorganization,
joint venture, licensing agreement or other arrangement with another corporation or entity. On the consummation of a transaction,
it is likely that the present management and shareholders of the Company will no longer be in control of the Company. In addition,
it is likely that the officer and director of the Company will, as part of the terms of the business combination, resign and be
replaced by one or more new officers and directors.
As
of February 28, 2019 the Company had not generated revenues and had no income or cash flows from operations since it ceased operations
in January 2013. Since October 19, 2009 (Inception) through February 28, 2019 the Company had sustained an accumulated deficit
of $173,750.
The
Company’s independent auditors have issued a report raising substantial doubt about the Company’s ability to continue
as a going concern. At present, the Company has no operations and the continuation of the Company as a going concern is dependent
upon financial support from its stockholders, its ability to obtain necessary equity financing to continue operations and/or to
successfully locate and negotiate with a business entity for the combination of that target company with the Company. Management
will pay all expenses incurred by the Company until a change in control is affected. There is no expectation of repayment for
such expenses.
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS.
Not
Applicable.
ITEM
4. CONTROLS AND PROCEDURES.
Evaluation
of Disclosure Controls and Procedures
We
carried out an evaluation of the effectiveness of disclosure controls and procedures as of the end of the period covered by this
report under the supervision and with the participation of our management, including our Principal Executive Officer and Principal
Financial Officer, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. Based on that evaluation,
our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures as
of February 28, 2019 were not effective to ensure that information required to be disclosed by us in reports that we file or submit
under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in
the Securities and Exchange Commission’s rules and forms. The term “disclosure controls and procedures,” as
defined under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures
of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or
submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s
rules and forms. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide
only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit
relationship of possible controls and procedures. Notwithstanding the identified material weaknesses, management believes the
financial statements included in this quarterly report on Form 10-Q fairly represent in all material respects our financial condition,
results of operations and cash flows at and for the periods presented in accordance with U.S. GAAP.
Changes
in Internal Control over Financial Reporting
There
have been no changes in our internal control over financial reporting identified in connection with the evaluation required by
paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Exchange Act that occurred during the three months ended February 28, 2019,
that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART
II.
ITEM
1.
|
LEGAL
PROCEEDINGS.
|
There
are no legal proceedings against the Company and the Company is unaware of any proceedings contemplated against it.
In
accordance with the requirements of Form 10-Q, the Company, as a smaller reporting company, is not required to make the disclosure
under 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.
|
None
Item
5.
|
Other
Information.
|
None
(a)
Exhibits.
SIGNATURES
In
accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
|
EMPIRE
POST MEDIA, INC.
|
|
|
Date:
April 22, 2019
|
/s/
Peter Dunn
|
|
Peter
Dunn, President and CEO
(Principal
Executive Officer)
|
|
|
Date:
April 22, 2019
|
/s/
Peter Dunn
|
|
Peter
Dunn, CFO
(Principal
Accounting Officer)
|
EXHIBIT
INDEX