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EX-31.1 - SECTION 302 CERTIFICATION - Vapor Group, Inc.ex31-1.txt
EX-32.1 - SECTION 906 CERTIFICATION - Vapor Group, Inc.ex32-1.txt

                                  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 quarter ended September 30, 2010

[ ] 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: 000-51159


                              DATAMILL MEDIA CORP.
                 (Exact name of issuer as specified in charter)

           Nevada                                             98-0427526
(State or other jurisdiction of                       (I.R.S. Employer I.D. No.)
 incorporation or organization)

                             7731 S. Woodridge Drive
                                  Parkland, FL
                    (Address of principal executive offices)

                                 (954) 575-9177
                (Issuer's telephone number, including area code)

Check whether the Issuer (1) has filed all reports required to be filed by
section 13 or 15(d) of the Exchange Act during the past 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 [ ] No
[X]

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

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 10,325,000 shares at December 21,
2010.

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]

DATAMILL MEDIA CORP. (F/K/A SMITTEN PRESS: LOCAL LORE AND LEGENDS, INC.) FORM 10-Q QUARTERLY PERIOD ENDED SEPTEMBER 30, 2010 INDEX Page ---- PART I - FINANCIAL INFORMATION Item 1. Financial Statements 4 Balance Sheets as of September 30, 2010 (Unaudited) and December 31, 2009 4 Statements of Operations for the Three and Nine Months Ended September 30, 2010 and 2009, and for the Period from June 1, 2003 (Inception) to September 30, 2010 (Unaudited) 5 Statement of Changes in Stockholder's Deficit for the Period from June 1, 2003 (Inception) to September 30, 2010 (Unaudited) 6 Statements of Cash Flows for the Nine Months Ended September 30, 2010 and 2009, and for the Period from June 1, 2003 (Inception) to September 30, 2010 (Unaudited) 7 Notes to Financial Statements as of September 30, 2010 (Unaudited) 8 Item 2. Management's Discussion and Analysis of Financial Condition and Plan of Development Stage Activities 11 Item 4. Controls and Procedures 13 Item 4T. Controls and Procedures 13 PART II - OTHER INFORMATION Item 1. Legal Proceedings 14 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 14 Item 3. Default Upon Senior Securities 14 Item 4. Removed and Reserved 14 Item 5. Other Information 14 Item 6. Exhibits 14 2
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION Certain statements in this quarterly report contain or may contain forward-looking statements that are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to, our ability to increase our revenues, develop our brands, implement our strategic initiatives, economic, political and market conditions and fluctuations, government and industry regulation, U.S. and global competition, and other factors. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made in our annual report as filed with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements and readers should carefully review this quarterly report in its entirety, except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. These forward-looking statements speak only as of the date of this quarterly report, and you should not rely on these statements without also considering the risks and uncertainties associated with these statements and our business. When used in this quarterly report, the terms the "Company," "we," and "us" refers to Datamill Media Corp. (f.k.a. Smitten Press: Local Lore and Legends, Inc.) 3
DATAMILL MEDIA CORP. (f/k/a SMITTEN PRESS: LOCAL LORE AND LEGENDS, INC.) (A DEVELOPMENT STAGE COMPANY) BALANCE SHEETS September 30, 2010 December 31, 2009 ------------------ ----------------- (Unaudited) ASSETS CURRENT ASSETS: Cash $ 2,500 $ -- Prepaid expense -- -- ----------- ----------- TOTAL CURRENT ASSETS 2,500 -- ----------- ----------- TOTAL ASSETS $ 2,500 $ -- =========== =========== LIABILITIES AND STOCKHOLDERS' DEFICIT CURRENT LIABILITIES: Accounts payable and accrued expenses $ 22,025 $ 14,724 Due to related party - officer 41,686 -- Due to related party 78,676 78,676 ----------- ----------- TOTAL CURRENT LIABILITIES 142,387 93,400 ----------- ----------- TOTAL LIABILITIES 142,387 93,400 ----------- ----------- STOCKHOLDERS' DEFICIT Preferred stock, $0.001 par value, 10,000,000 shares authorized, none issued and outstanding -- -- Common stock, $0.001 par value, 150,000,000 shares authorized, 10,325,000 and 325,000 issued and outstanding at September 30, 2010 and December 31, 2009, respectively 10,325 325 Additional paid-in capital 1,078,341 1,078,341 Accumulated deficit (102,520) (102,520) Deficit accumulated during development stage (1,126,033) (1,069,546) ----------- ----------- TOTAL STOCKHOLDERS' DEFICIT (139,887) (93,400) ----------- ----------- TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 2,500 $ -- =========== =========== See unaudited notes to financial statements 4
DATAMILL MEDIA CORP. (f/k/a SMITTEN PRESS: LOCAL LORE AND LEGENDS, INC.) (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF OPERATIONS (Unaudited) For the Period from For the Three Months Ended For the Nine Months Ended June 1, 2003 September 30, September 30, (Inception) to ----------------------------- ----------------------------- September 30, 2010 2009 2010 2009 2010 ------------ ------------ ------------ ------------ ------------ Revenues $ -- $ -- $ -- $ -- $ -- ------------ ------------ ------------ ------------ ------------ OPERATING EXPENSES Professional fees -- -- 35,742 -- 195,049 General and administrative 7,550 -- 10,745 500 86,880 Compensation - officer 10,000 -- 10,000 -- 840,427 ------------ ------------ ------------ ------------ ------------ Total Operating Expenses 17,550 -- 56,487 500 1,122,356 ------------ ------------ ------------ ------------ ------------ Loss from Operations (17,550) -- (56,487) (500) (1,122,356) OTHER EXPENSE: Loss on foreign currency exchange -- -- -- -- (3,677) ------------ ------------ ------------ ------------ ------------ Net Loss $ (17,550) $ -- $ (56,487) $ (500) $ (1,126,033) ============ ============ ============ ============ ============ Net Loss per share - Basic and diluted $ -- $ -- $ (0.03) $ (0.00) $ (2.78) ============ ============ ============ ============ ============ Weighted Average Shares Outstanding - Basic and diluted 4,500,824 325,000 1,722,059 325,000 405,652 ============ ============ ============ ============ ============ See unaudited notes to financial statements 5
DATAMILL MEDIA CORP. (f/k/a SMITTEN PRESS: LOCAL LORE AND LEGENDS, INC.) (A DEVELOPMENT STAGE COMPANY) STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT For the Period from June 1, 2003 (Inception) to September 30, 2010 (Unaudited) Deficit Accumulated Common Stock Additional During Total -------------------- Paid-in Accumulated Development Stockholders' Shares Par Value Capital Deficit Stage Deficit ------ --------- ------- ------- ----- ------- Balance, June 1, 2003 (Inception of development stage) 120,000 $ 120 $ 120,400 $(102,520) $ -- $ -- Common stock issued for book rights 102,500 103 (103) -- -- -- ---------- ------- ---------- --------- ----------- --------- Balance, December 31, 2003 222,500 223 102,297 (102,520) -- -- Contributed officer services -- -- 100,000 -- -- 100,000 Contributed legal services -- -- 2,500 -- -- 2,500 Net loss for the year -- -- -- -- (106,211) (106,211) ---------- ------- ---------- --------- ----------- --------- Balance, December 31, 2004 222,500 223 204,797 (102,520) (106,211) (3,711) Contributed legal services -- -- 7,500 -- -- 7,500 Net loss for the year -- -- -- -- (245,365) (245,365) ---------- ------- ---------- --------- ----------- --------- Balance, December 31, 2005 222,500 223 212,297 (102,520) (351,576) (241,576) Contributed legal services -- -- 7,500 -- -- 7,500 Net loss for the year -- -- -- -- (162,106) (162,106) ---------- ------- ---------- --------- ----------- --------- Balance, December 31, 2006 222,500 223 219,797 (102,520) (513,682) (396,182) Shares issued for services 100,000 100 392,827 -- -- 392,927 Contributed legal services -- -- 5,000 -- -- 5,000 Contributed capital -- -- 445,719 -- -- 445,719 Net loss for the year -- -- -- -- (470,860) (470,860) ---------- ------- ---------- --------- ----------- --------- Balance, December 31, 2007 322,500 323 1,063,343 (102,520) (984,542) (23,396) Contributed officer services -- -- 15,000 -- -- 15,000 Issuance of stock issued for services 2,500 2 (2) -- -- -- Net loss for the year -- -- -- -- (84,466) (84,466) ---------- ------- ---------- --------- ----------- --------- Balance, December 31, 2008 325,000 325 1,078,341 (102,520) (1,069,008) (92,862) Net loss for the year -- -- -- -- (538) (538) ---------- ------- ---------- --------- ----------- --------- Balance, December 31, 2009 325,000 325 1,078,341 (102,520) (1,069,546) (93,400) Shares issued for officer Compensation 10,000,000 10,000 -- -- -- 10,000 Net loss for the nine months ended September 31, 2010 -- -- -- -- (56,487) (56,487) ---------- ------- ---------- --------- ----------- --------- Balance, September 31, 2010 10,325,000 $10,325 $1,078,341 $(102,520) $(1,126,033) $(139,887) ========== ======= ========== ========= =========== ========= See unaudited notes to financial statements 6
DATAMILL MEDIA CORP. (F/K/A SMITTEN PRESS: LOCAL LORE AND LEGENDS, INC.) (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF CASH FLOWS (UNAUDITED) For the Period from For the Nine Months Ended June 1, 2003 September 30, (Inception) to ------------------------------ September 30, 2010 2009 2010 ------------ ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (56,487) $ (500) $ (1,126,033) Adjustments to reconcile net loss from operations to net cash used in operating activities: Contributed officer services -- -- 115,000 Contributed legal services -- -- 22,500 Stock-based compensation 10,000 -- 402,927 Changes in assets and liabilities: Accounts payable and accrued expenses 7,301 500 95,406 Accrued compensation - officer -- -- 322,500 ------------ ------------ ------------ NET CASH USED IN OPERATING ACTIVITIES (39,186) -- (167,700) ------------ ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from related party loans and advances 46,686 -- 170,200 Repayments of related party loans and advances (5,000) -- -- ------------ ------------ ------------ NET CASH PROVIDED BY FINANCING ACTIVITIES 41,686 -- 170,200 ------------ ------------ ------------ NET CHANGE IN CASH 2,500 -- 2,500 CASH - beginning of period -- -- -- ------------ ------------ ------------ CASH - end of period $ 2,500 $ -- $ 2,500 ============ ============ ============ SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid for: Interest $ -- $ -- $ -- ============ ============ ============ Income taxes $ -- $ -- $ -- ============ ============ ============ Non-cash investing and financing activities Reduction of liabilities reflected as contributed capital $ -- $ -- $ 445,719 ============ ============ ============ See unaudited notes to financial statements 7
DATAMILL MEDIA CORP. (f/k/a SMITTEN PRESS: LOCAL LORE AND LEGENDS, INC.) (A DEVELOPMENT STAGE COMPANY) Notes to Financial Statements September 30, 2010 (Unaudited) NOTE 1 - NATURE OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (A) DESCRIPTION OF BUSINESS Smitten Press: Local Lore and Legends, Inc. (the "Company") was incorporated under the laws of Canada on January 15, 1990 under the name Creemore Star Printing, Inc. The name was changed to Smitten Press: Local Lore and Legends, Inc. on July 15, 2003. The Company was inactive until June 1, 2003 when it entered the development stage. The Company had planned to offer magazines and books for sale. Given the continued delay in recovery in New Orleans due to Hurricane Katrina and the death of the Company's founder and president Mr. Richard Smitten in September 2006, the Company has determined that proceeding with its initial business plan will not be viable. It began seeking other alternatives to preserve stockholder value, including selling a controlling interest to a third party who would subsequently merge an operating business into the company. On August 30, 2007 a change in control occurred (see below). Activities during the development stage include development of a business plan, obtaining and developing necessary rights to sell our products, developing a website, and seeking a merger candidate. On August 30, 2007, the Company's controlling shareholder, the Estate of Richard Smitten, through its executor, Kelley Smitten, sold 152,700 restricted shares of the Company's common stock held by the estate, which represented 68% of the then outstanding common stock, in a private transaction, to Robert L. Cox in exchange for cash consideration of $600,000 (the "Transaction"). As a result, Robert L. Cox became the Company's controlling shareholder and new CEO. Robert L. Cox did not engage in any loan transaction in connection with the Transaction, and utilized his personal funds. On September 14, 2009, the Company's then controlling shareholder, Carl Feldman (who obtained his controlling interest from Robert Cox in June of 2008 in a private transaction), sold 202,700 restricted shares of the Company's common stock held in the name of Mr. Feldman, which represented 62% of the then outstanding common stock, in a private transaction, to Vincent Beatty in exchange for cash consideration of $10,000 (the "Transaction"). As a result, Vincent Beatty became the Company's controlling shareholder. Mr. Beatty engaged in a loan transaction in connection with the above mentioned stock purchase. On April 30, 2010, the holders of a majority of the shares of Common Stock of the Registrant acting on written consent elected Vincent Beatty as Director and President of the Company, and Robert Kwiecinski as Director and Secretary of the Company, to serve in said positions until the next Meeting of Shareholders. On April 30, 2010, our Board of Directors approved a change in name of the Registrant to DataMill Media Corp. a reverse-split of our Common Stock on the basis of one new share of Common Stock for each one hundred shares of Common Stock held of record at the close of business on June 30, 2010 and an increase in the number of authorized common stock from 50,000,000 shares to 150,000,000 shares. These corporate actions were ratified on April 30, 2010 by holders of a majority of the shares of Common Stock of the Registrant acting on written consent and the Amendment was filed with the State of Nevada on May 7, 2010. The Registrant was notified by Financial Industry Regulatory Authority ("FINRA") that the name and new symbol change of DATAMILL MEDIA CORP. "SPLID" became effective on August 23, 2010. All share and per share data has been adjusted to reflect the effect of the reverse-split. (B) BASIS OF PRESENTATION The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and in conformity with the instructions to Form 10-Q and Article 8-03 of Regulation S-X and the related rules and regulations of the Securities and Exchange Commission (the "SEC"). Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, the disclosures included in these financial statements are adequate to make the information presented not misleading. 8
DATAMILL MEDIA CORP. (f/k/a SMITTEN PRESS: LOCAL LORE AND LEGENDS, INC.) (A DEVELOPMENT STAGE COMPANY) Notes to Financial Statements September 30, 2010 (Unaudited) NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) The unaudited financial statements included in this document have been prepared on the same basis as the annual consolidated financial statements and in management's opinion, reflect all adjustments, including normal recurring adjustments, necessary to present fairly the Company's financial position, results of operations and cash flows for the interim periods presented. The unaudited financial statements should be read in conjunction with the audited financial statements and the notes thereto for the year ended December 31, 2009 included in the Company's Annual Report on Form 10-K. The results of operations for the three and nine months ended September 30, 2010 are not necessarily indicative of the results that the Company will have for any subsequent quarter or full fiscal year. As of September 30, 2010, the Company's significant accounting policies and estimates, which are detailed in the Company's Annual Report on Form 10-K for the year ended December 31, 2009, have not changed materially. (C) USE OF ESTIMATES In preparing financial statements, management is required to make estimates and assumptions that effect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the periods presented. Actual results may differ from these estimates. Significant estimates in 2010 include an estimate of the deferred tax asset valuation allowance and equity based share issuances. NOTE 2 - GOING CONCERN As reflected in the accompanying financial statements, the Company had a net loss and net cash used in operations of $56,487 and $39,186, respectively, for the nine months ended September 30, 2010 of a deficit accumulated during development stage of $1,126,033, stockholders' deficiency of $139,887 at September 30, 2010 and is a development stage company with no revenues. The ability of the Company to continue as a going concern is dependent on the Company's ability to further implement its business plan, raise capital, and generate revenues. The Company plans to locate an operating company to merge with or sell a controlling interest to a third party who would subsequently merge an operating business into the Company. Management believes that the actions presently being taken provide the opportunity for the Company to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. NOTE 3 - RELATED PARTIES Office space is provided on a month-to-month basis by our CEO for no charge, however, for all periods presented, the value was not material. During the nine months ended September 30, 2010, our President advanced net funds of $41,686 to the Company for working capital purposes. These advances are reflected as due to related party - officer on the accompanying balance sheet and are in the process of being formalized. On August 23, 2010, the Company issued 10,000,000 restricted shares of its common stock to its Chief Executive Officer for services rendered. The shares were valued at $0.001 per share or $10,000 and expensed immediately as compensation. During the fiscal years ended December 31, 2008 and 2007, a company related to the Company's prior Chief Executive Officer through common ownership, advanced funds of $78,676 to the Company for working capital purposes. These advances are reflected as due to related party on the accompanying balance sheet, are non-interest bearing and are payable on demand. 9
DATAMILL MEDIA CORP. (f/k/a SMITTEN PRESS: LOCAL LORE AND LEGENDS, INC.) (A DEVELOPMENT STAGE COMPANY) Notes to Financial Statements September 30, 2010 (Unaudited) NOTE 4 - STOCKHOLDERS' DEFICIENCY On May 8, 2007, the Company filed Articles of Domestication and Articles of Incorporation with the State of Nevada. The Company is now a Nevada corporation with 10,000,000 shares of $0.001 par value preferred stock authorized and had 50,000,000 shares of $0.001 par value common stock authorized prior to the below 2010 increase. The effect of the re-domestication was to reclassify $80,270 to additional paid-in capital from common stock for the change in par value. All share and per share amounts have been retroactively reflected for the change. On April 30, 2010, our Board of Directors approved a change in name of the Registrant to DataMill Media Corp. a reverse-split of our Common Stock on the basis of one new share of Common Stock for each one hundred shares of Common Stock held of record at the close of business on June 30, 2010 and an increase in the number of authorized common stock from 50,000,000 shares to 150,000,000 shares. These corporate actions were ratified on April 30, 2010 by holders of a majority of the shares of Common Stock of the Registrant acting on written consent and the Amendment was filed with the State of Nevada on May 7, 2010. The Registrant was notified by Financial Industry Regulatory Authority ("FINRA") that the name and new symbol change of DATAMILL MEDIA CORP. "SPLID" became effective on August 23, 2010. All share and per share data has been adjusted to reflect the effect of the reverse-split. On August 23, 2010, the Company issued 10,000,000 restricted shares of its common stock to its Chief Executive Officer for services rendered. The shares were valued at $0.001 per share or $10,000 and expensed immediately as compensation. NOTE 5 - SUBSEQUENT EVENTS On December 22, 2010, the Company received a Demand Letter from Cort Poyner, an individual, for payment in the amount of $78,676 which is a liability disclosed in the financial statements, but payable to Simply Fit Holdings Group, Inc., a defunct company. The Company believes the claim by Cort Poyner is without merit. 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF DEVELOPMENT STAGE ACTIVITIES FORWARD-LOOKING STATEMENTS The following discussion and analysis is provided to increase the understanding of, and should be read in conjunction with, the Financial Statements of the Company and Notes thereto included elsewhere in this Report. Historical results and percentage relationships among any amounts in these financial statements are not necessarily indicative of trends in operating results for any future period. The statements, which are not historical facts contained in this Report, including this Plan of Operations, and Notes to the Financial Statements, constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are based on currently available operating, financial and competitive information, and are subject to various risks and uncertainties. Future events and the Company's actual results may differ materially from the results reflected in these forward-looking statements. Factors that might cause such a difference include, but are not limited to, dependence on existing and future key strategic and strategic end-user customers, limited ability to establish new strategic relationships, ability to sustain and manage growth, variability of operating results, the Company's expansion and development of new service lines, marketing and other business development initiatives, the commencement of new engagements, competition in the industry, general economic conditions, dependence on key personnel, the ability to attract, hire and retain personnel who possess the technical skills and experience necessary to meet the service requirements of its clients, the potential liability with respect to actions taken by its existing and past employees, risks associated with international sales, and other risks described herein and in the Company's other SEC filings. The safe harbors of forward-looking statements provided by Section 21E of the Exchange Act are unavailable to issuers of penny stock. As we issued securities at a price below $5.00 per share, our shares are considered penny stock and such safe harbors set forth under the Reform Act are unavailable to us. OVERVIEW We were a Canadian issuer incorporated in Ontario, Canada on January 15, 1990 under the name Creemore Star Printing, Inc. We operated our printing business until 1999, when unfavorable economic conditions caused us to discontinue operations. We changed our name to Smitten Press: Local Lore and Legends, Inc. on July 15, 2003. On May 8, 2007, we filed Articles of Domestication and Articles of Incorporation with the State of Nevada. We are now a Nevada corporation with 150,000,000 shares of $0.001 par value common stock authorized and 10,000,000 shares of $0.001 par value preferred stock authorized. Subsequent to our name change, we reactivated our business with the following focus: * Refining our business plan * Obtaining and developing necessary rights to sell our products * Developing our website at www.smittenpress.com * Preparing to sell products through rack jobbers, or persons who set up and maintain newspaper-style boxes, as well as from our website. PLAN OF OPERATIONS We have not yet commenced any active operations and due to the death of our founder and president Mr. Richard Smitten in September 2006, we have determined that proceeding with our initial business plan will not be viable. 11
We are now seeking other alternatives to preserve stockholder value, including selling a controlling interest to a third party who would subsequently merge an operating business into the company. As of the date of this report, we have no binding agreement, commitment or understanding to do so. We have engaged in preliminary discussions with third parties concerning such a transaction, and we may continue further discussions. RESULTS OF DEVELOPMENT STAGE ACTIVITIES THREE MONTHS ENDED SEPTEMBER 30, 2010 COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 2009 The Company has not had any revenue since its inception on June 1, 2003. The Company reported a net loss from operations of $17,550 for the three months ended September 30, 2010 compared with no activity for the three months ended September 30, 2009. Operating expenses for the three months ended September 30, 2010 consisted of $7,550 of general and administrative expenses and $10,000 of Officer compensation. NINE MONTHS ENDED SEPTEMBER 30, 2010 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 2009 The Company reported a net loss from operations of $56,487 ($0.03 per share) for the nine months ended September 30, 2010 compared with a loss from operations of $500 ($0.00 per share) for the nine months ended September 30, 2009. Operating expenses for the nine months ended September 30, 2010 consisted of $35,742 of professional fees, $10,745 of general and administrative expenses and $10,000 of officer compensation expense. Operating expenses for the nine months ended September 30, 2009 consisted of transfer agency fees. LIQUIDITY AND CAPITAL RESOURCES As reflected in the accompanying financial statements, the Company had a net loss and net cash used in operations of $56,487 and $39,186, respectively, for the nine months ended September 30, 2010, a deficit accumulated during development stage of $1,126,033, stockholders' deficiency of $139,887 at September 30, 2010 and is a development stage company with no revenues. The ability of the Company to continue as a going concern is dependent on the Company's ability to further implement its business plan, raise capital, and generate revenues. The Company plans to locate an operating company to merge with or sell a controlling interest to a third party who would subsequently merge an operating business into the Company. Management believes that the actions presently being taken provide the opportunity for the Company to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company's ability to further implement its business plan. In addition, as of September 30, 2010, we had minimal cash and are unable to meet our needs as described below. All our costs, which we will incur irrespective of our activities to implement our current business plan, including bank service fees and those costs associated with on-going SEC reporting requirements, estimated to be less than $3,000 per quarter for 10-Q quarterly filings and $7,500 per 10-K annual filing. If we fail to meet these obligations and as a consequence we fail to satisfy our SEC reporting obligations, investors will now own stock in a company that does not provide the disclosure available in quarterly and annual reports filed with the SEC and investors may have increased difficulty in selling their stock as we will be non-reporting. Accordingly, our accountants have indicated in their Report of Independent Registered Public Accounting Firm for the year ended December 31, 2009 that there is substantial doubt about our ability to continue as a going concern over the next twelve months from December 31, 2009. Our poor financial condition could inhibit our ability to achieve our business plan. 12
ITEM 4. CONTROLS AND PROCEDURES Not applicable to smaller reporting companies ITEM 4T. CONTROLS AND PROCEDURES DISCLOSURE CONTROLS We carried out an evaluation required by Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934 (the "Exchange Act") under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Disclosure controls and procedures are designed with the objective of ensuring that (i) information required to be disclosed in an issuer's reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and (ii) information is accumulated and communicated to management, including our Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosures. The evaluation of our disclosure controls and procedures included a review of our objectives and processes and effect on the information generated for use in this Report. This type of evaluation is done quarterly so that the conclusions concerning the effectiveness of these controls can be reported in our periodic reports filed with the SEC. We intend to maintain these controls as processes that may be appropriately modified as circumstances warrant. Based upon such evaluation, such person concluded that as of such date, our disclosure controls and procedures were not effective at the reasonable assurance level because, due to financial constraints, the Company does not maintain a sufficient complement of personnel with an appropriate level of technical accounting knowledge, experience and training in the application of generally accepted accounting principles commensurate with our financial accounting and reporting requirements. There have been no changes in our internal control over financial reporting identified in connection with the evaluation that occurred during our last fiscal quarter that has materially affected, or that is reasonably likely to materially affect, our internal control over financial reporting. In the event that we may receive sufficient funds for internal operational purposes, we plan to retain the services of additional internal management staff to provide assistance to our current management with the monitoring and maintenance of our internal controls and procedures. CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING During the three months ended September 30, 2010, the Company made no changes in the control procedures related to financial reporting. 13
PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS On December 22, 2010, the Company received a Demand Letter from Cort Poyner, an individual, for payment in the amount of $78,676 which is a liability disclosed in the financial statements, but payable to Simply Fit Holdings Group, Inc., a defunct company. The Company believes the claim by Cort Poyner is without merit. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS None ITEM 3. DEFAULTS UPON SENIOR SECURITIES None ITEM 4. REMOVED AND RESERVED None ITEM 5. OTHER INFORMATION On May 8, 2007, we filed Articles of Domestication and Articles of Incorporation with the State of Nevada. Prior to our reverse stock split, we were a Nevada corporation with 10,000,000 shares of $0.001 par value preferred stock authorized and 50,000,000 shares of $0.001 par value common stock authorized. On April 30, 2010, the holders of a majority of the shares of Common Stock of the Registrant acting on written consent elected Vincent Beatty as Director and President of the Company, and Robert Kwiecinski as Director and Secretary of the Company, to serve in said positions until the next Meeting of Shareholders. On April 30, 2010, our Board of Directors approved a change in name of the Registrant to DataMill Media Corp., a reverse-split of our Common Stock on the basis of one new share of Common Stock for each one hundred shares of Common Stock held of record at the close of business on June 30, 2010 and an increase in the number of authorized common stock from 50,000,000 shares to 150,000,000 shares. These corporate actions were ratified on April 30, 2010 by holders of a majority of the shares of Common Stock of the Registrant acting on written consent and the Amendment was filed with the State of Nevada on May 7, 2010. The Registrant was notified by Financial Industry Regulatory Authority ("FINRA") that the name and new symbol change of DATAMILL MEDIA CORP. "SPLID" became effective on August 23, 2010. ITEM 6. EXHIBITS Exhibit Number, Name and/or Identification of Exhibit. 31.1 Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of the Chief Executive Officer and Chief Financial Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 14
SIGNATURES In accordance with the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. DATAMILL MEDIA CORP. (f/k/a SMITTEN PRESS: LOCAL LORE AND LEGENDS, INC.) Date: December 23, 2010 /s/ Vincent Beatty --------------------------------------------------- Vincent Beatty Director, Chief Executive Officer and Chief Financial Officer 1