Attached files
| file | filename |
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| EX-32.1 - CERTIFICATION - BROADCAST LIVE DIGITAL CORP. | f10q0511ex32i_movietrail.htm |
| EX-31.1 - CERTIFICATION - BROADCAST LIVE DIGITAL CORP. | f10q0511ex31i_movietrail.htm |
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 May 31, 2011
OR
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: 333-169970
MOVIE TRAILER GALAXY, INC.
(Exact name of registrant as specified in its charter)
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Nevada
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32-0309203
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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11022 Aqua Vista Street, Suite 10
Studio City, CA
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91602
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code (310) 746-6464
Not applicable.
(Former Name or Former Address if Changed Since Last Report)
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 Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No 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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company) Smaller reporting company x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes x No o
As of July 15, 2011, there were 2,343,800 shares of Common Stock, par value $0.0001 per share, outstanding.
MOVIE TRAILER GALAXY, INC.
QUARTERLY REPORT ON FORM 10-Q
MAY 31, 2011
TABLE OF CONTENTS
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PART 1 - FINANCIAL INFORMATION
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PAGE
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Item 1.
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Financial Statements (Unaudited)
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1 |
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Item 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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11 |
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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15 |
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Item 4.
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Controls and Procedures
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15 |
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PART II - OTHER INFORMATION
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Item 1.
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Legal Proceedings
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15 |
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Item 1A.
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Risk Factors
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15 |
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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15 |
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Item 3.
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Defaults Upon Senior Securities
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15 |
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Item 4.
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(Removed and Reserved)
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15 |
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Item 5.
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Other Information
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15 |
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Item 6.
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Exhibits
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15 |
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SIGNATURES
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16 | |
CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION
This Quarterly Report on Form 10-Q (this “Report”) contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.
We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Report and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.
These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. All subsequent written and oral forward-looking statements concerning other matters addressed in this Report and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report.
Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.
CERTAIN TERMS USED IN THIS REPORT
When this report uses the words “we,” “us,” “our,” and the “Company,” they refer to Movie Trailer Galaxy, Inc. “SEC” refers to the Securities and Exchange Commission.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
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MOVIE TRAILER GALAXY, INC.
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||||||||
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(A Development Stage Company)
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BALANCE SHEETS
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||||||||
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May 31,
2011
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August 31,
2010
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|||||||
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(Unaudited)
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||||||||
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ASSETS
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CURRENT ASSETS
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Cash
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$ | 7,001 | $ | 42,246 | ||||
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Total Current Assets
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7,001 | 42,246 | ||||||
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TOTAL ASSETS
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$ | 7,001 | $ | 42,246 | ||||
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LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
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CURRENT LIABILITIES
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Accrued expenses
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$ | 8,669 | $ | 350 | ||||
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Total Current Liabilities
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8,669 | 350 | ||||||
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TOTAL LIABILITIES
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8,669 | 350 | ||||||
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STOCKHOLDERS' EQUITY (DEFICIT)
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Preferred stock at $0.0001 par value;
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10,000,000 share authorized;
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none issued or outstanding
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- | - | ||||||
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Common stock at $0.0001 par value ;
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500,000,000 shares authorized;
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2,343,800 shares issued and outstanding
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234 | 234 | ||||||
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Additional paid-In capital
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42,206 | 42,206 | ||||||
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Deficit accumulated during the development stage
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(44,108 | ) | (544 | ) | ||||
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Total Stockholders' Equity (Deficit)
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(1,668 | ) | 41,896 | |||||
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TOTAL LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)
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$ | 7,001 | $ | 42,246 | ||||
See accompanying notes to the financial statements.
-1-
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MOVIE TRAILER GALAXY, INC.
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(A Development Stage Company)
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STATEMENTS OF OPERATIONS
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(Unaudited)
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||||||||||||||||
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For the period from
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For the period from
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|||||||||||||||
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April 27, 2010
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April 27, 2010
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For the Three
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For the Nine
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(inception)
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(inception)
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|||||||||||||
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Months ended
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Months ended
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through
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through
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|||||||||||||
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May 31, 2011
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May 31, 2011
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May 31, 2010
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May 31, 2011
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Revenue
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$
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-
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$
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-
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$
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-
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$
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-
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||||||||
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Operating expenses
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Compensation
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1,500
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4,500
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150
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4,650
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Professional fees
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24,552
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38,619
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-
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38,969
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General and administrative expenses
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231
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445
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-
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489
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Total operating expenses
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26,283
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43,564
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150
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44,108
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Loss before income taxes
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(26,283
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)
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(43,564
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)
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(150
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)
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(44,108
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)
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Income tax provision
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-
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-
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-
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-
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||||||||||||
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Net loss
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$
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(26,283
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)
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$
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(43,564
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)
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$
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(150
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)
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$
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(44,108
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)
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Net loss per common shares
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- basic and diluted
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$
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(0.01
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)
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$
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(0.02
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)
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Weighted average number of common shares
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||||||||||||||||
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outstanding - basic & diluted
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2,343,800
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2,343,800
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See accompanying notes to the financial statements.
-2-
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MOVIE TRAILER GALAXY, INC.
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(A Development Stage Company)
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STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
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For the Period from April 27, 2010 (inception) through May 31, 2011
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Deficit
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Accumulated
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Total
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|||||||||||||||||||
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Common Stock
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Additional
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during the
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Stockholders'
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|||||||||||||||||
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Number of
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Paid-In
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Development
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Equity
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|||||||||||||||||
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Shares
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Amount
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Capital
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Stage
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(Deficit)
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||||||||||||||||
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April 27, 2010 (inception)
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1,500,000 | $ | 150 | $ | - | $ | - | $ | 150 | |||||||||||
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Contribution to capital
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- | 100 | - | 100 | ||||||||||||||||
| - | ||||||||||||||||||||
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Shares issued for cash from June 23, 2010
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- | |||||||||||||||||||
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through August 31, 2010 at $0.05 per share
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843,800 | 84 | 42,106 | - | 42,190 | |||||||||||||||
| - | ||||||||||||||||||||
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Net loss
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(544 | ) | (544 | ) | ||||||||||||||||
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Balance, August 31, 2010
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2,343,800 | 234 | 42,206 | (544 | ) | 41,896 | ||||||||||||||
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Net loss
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(43,564 | ) | (43,564 | ) | ||||||||||||||||
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Balance, May 31, 2011
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2,343,800 | $ | 234 | $ | 42,206 | $ | (44,108 | ) | $ | (1,668 | ) | |||||||||
See accompanying notes to the financial statements.
-3-
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MOVIE TRAILER GALAXY, INC.
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(A Development Stage Company)
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STATEMENTS OF CASH FLOWS
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(Unaudited)
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||||||||||||
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For the period from
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For the period from
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|||||||||||
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April 27, 2010
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April 27, 2010
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|||||||||||
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For the Nine
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(inception)
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(inception)
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||||||||||
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Months ended
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through
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through
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||||||||||
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CASH FLOWS FROM OPERATING ACTIVITIES
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May 31, 2011
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May 31, 2010
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May 31, 2011
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|||||||||
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Net loss
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$
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(43,564
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)
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$
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(150
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)
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$
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(44,108
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)
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|||
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Adjustments to reconcile net loss to net cash used in operating
|
||||||||||||
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actvitites:
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||||||||||||
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Shares issued for compensation
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-
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150
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150
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|||||||||
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Changes in operating assets and liabilities:
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||||||||||||
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Accrued expenses
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8,319
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-
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8,669
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|||||||||
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Net cash used in operating activities
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(35,245
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)
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-
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(35,289
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)
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|||||||
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CASH FLOWS FROM FINANCING ACTIVITIES
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||||||||||||
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Proceeds from sale of common stock
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-
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-
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42,190
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|||||||||
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Capital contribution
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-
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-
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100
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|||||||||
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Net cash provided by financing activities
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-
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-
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42,290
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|||||||||
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NET CHANGE IN CASH
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(35,245
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)
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-
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7,001
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||||||||
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Cash at beginning of period
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42,246
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-
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-
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|||||||||
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Cash at end of period
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$
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7,001
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$
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-
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$
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7,001
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||||||
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Supplemental Disclosure of Cash Flow Information:
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||||||||||||
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Cash paid for:
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||||||||||||
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Interest
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$
|
-
|
$
|
-
|
$
|
-
|
||||||
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Income taxes
|
$
|
-
|
$
|
-
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$
|
-
|
||||||
See accompanying notes to the financial statements.
-4-
MOVIE TRAILER GALAXY, INC.
(A DEVELOPMENT STAGE COMPANY)
May 31, 2011 and 2010
Notes to the Financial Statements
(Unaudited)
NOTE 1 - ORGANIZATION AND OPERATIONS
Movie Trailer Galaxy, Inc, a development stage company, (the “Company”), was incorporated on April 27, 2010 under the laws of the State of Nevada. The Company plans to provide information for movie lovers and access to related products.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation – unaudited interim financial information
The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These financial statements should be read in conjunction with the financial statements of the Company for the period April 27, 2010 (inception) through August 31, 2010 and notes thereto contained in the information filed as part of the Company’s Registration Statement on Form S-1, which was declared effective on March 25, 2011.
Development stage company
The Company is a development stage company as defined by section 915-10-20 of the FASB Accounting Standards Codification. The Company is still devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced. All losses accumulated since inception have been considered as part of the Company's development stage activities.
Use of estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
The Company’s significant estimates include income taxes provision and valuation allowance of deferred tax assets, the fair value of financial instrumentsm and the assumption that the Company will be a going concern. Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.
Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Actual results could differ from those estimates.
Fair value of financial instrument measured on a recurring basis
The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:
-5-
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Level 1
|
Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
|
|
|
Level 2
|
Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
|
|
|
Level 3
|
Pricing inputs that are generally observable inputs and not corroborated by market data.
|
Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.
The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.
The carrying amounts of the Company’s financial assets and liabilities, such as cash and accrued expenses, approximate their fair values because of the short maturity of these instruments.
Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.
It is not however, practical to determine the fair value of advances from stockholders due to their related party nature.
Fiscal year-end
The Company elected August 31 as its fiscal year end date.
Cash equivalents
The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.
The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.
Pursuant to Section 850-10-20 the Related parties include a. affiliates of the Company; b. Entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.
-6-
Commitment and contingencies
The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.
Revenue recognition
The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.
Income taxes
The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.
The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25.
The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying consolidated balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its consolidated balance sheets and provides valuation allowances as management deems necessary.
-7-
Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.
Net loss per common share
Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during each period.
There were no potentially dilutive shares outstanding for the period from April 27, 2010 (inception) through May 31, 2011.
Cash flows reporting
The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.
Subsequent events
The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.
Recently issued accounting pronouncements
In January 2010, the FASB issued the FASB Accounting Standards Update No. 2010-06 “Fair Value Measurements and Disclosures (Topic 820) Improving Disclosures about Fair Value Measurements”, which provides amendments to Subtopic 820-10 that require new disclosures as follows:
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1.
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Transfers in and out of Levels 1 and 2. A reporting entity should disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers.
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2.
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Activity in Level 3 fair value measurements. In the reconciliation for fair value measurements using significant unobservable inputs (Level 3), a reporting entity should present separately information about purchases, sales, issuances, and settlements (that is, on a gross basis rather than as one net number).
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This Update provides amendments to Subtopic 820-10 that clarify existing disclosures as follows:
|
1.
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Level of disaggregation. A reporting entity should provide fair value measurement disclosures for each class of assets and liabilities. A class is often a subset of assets or liabilities within a line item in the statement of financial position. A reporting entity needs to use judgment in determining the appropriate classes of assets and liabilities.
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2.
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Disclosures about inputs and valuation techniques. A reporting entity should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. Those disclosures are required for fair value measurements that fall in either Level 2 or Level 3.
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This Update also includes conforming amendments to the guidance on employers' disclosures about postretirement benefit plan assets (Subtopic 715-20). The conforming amendments to Subtopic 715-20 change the terminology from major categories of assets to classes of assets and provide a cross reference to the guidance in Subtopic 820-10 on how to determine appropriate classes to present fair value disclosures. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years.
In December 2010, the FASB issued the FASB Accounting Standards Update No. 2010-28 “Intangibles—Goodwill and Other (Topic 350): When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts” (“ASU 2010-28”).Under ASU 2010-28, if the carrying amount of a reporting unit is zero or negative, an entity must assess whether it is more likely than not that goodwill impairment exists. To make that determination, an entity should consider whether there are adverse qualitative factors that could impact the amount of goodwill, including those listed in ASC 350-20-35-30. As a result of the new guidance, an entity can no longer assert that a reporting unit is not required to perform the second step of the goodwill impairment test because the carrying amount of the reporting unit is zero or negative, despite the existence of qualitative factors that indicate goodwill is more likely than not impaired. ASU 2010-28 is effective for public entities for fiscal years, and for interim periods within those years, beginning after December 15, 2010, with early adoption prohibited.
In December 2010, the FASB issued the FASB Accounting Standards Update No. 2010-29 “Business Combinations (Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations” (“ASU 2010-29”). ASU 2010-29 specifies that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments in this Update also expand the supplemental pro forma disclosures under Topic 805 to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amended guidance is effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. Early adoption is permitted.
Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.
NOTE 3 – GOING CONCERN
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As reflected in the accompanying financial statements, the Company had a deficit accumulated during the development stage of $44,108 at May 31, 2011, a net loss of $43,564 and net cash used in operating activities of $35,245 for the nine months then ended, respectively, with no revenues earned during the period.
While the Company is attempting to commence operations and generate revenues, the Company’s cash position may not be sufficient enough to support the Company’s daily operations. Management intends to raise additional funds by way of a private or public offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.
The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
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NOTE 4 – STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred stock
Preferred stock includes 10,000,000 shares authorized at a par value of $0.0001, of which none are issued or outstanding.
Common stock
Common stock includes 500,000,000 shares authorized at a par value of $0.0001, of which 1,500,000 shares have been issued to its Chief Executive Officer at the par value of $0.0001 per share or $150 for compensation upon formation of the Company
For the period from June 23, 2010 through August 31, 2010, the Company sold 843,800 shares of its common stock in a private placement at $0.05 per share to 40 individuals for $42,190.
Capital contribution
In May 2010, the Company’s Chief Executive Officer contributed $100 for general working capital to the Company.
NOTE 5 – RELATED PARTY TRANSACTIONS
Free office space
The Company has been provided office space by its Chief Executive Officer at no cost. The management determined that such cost is nominal and did not recognize the rent expense in its financial statement.
Employment agreement
On September 1, 2010, the Company entered into an employment agreement (“Employment Agreement”) with its president and chief executive officer (“Employee”), which requires that the Employee to be paid a minimum of $500 per month for three (3) years from date of signing. Either employee or the Company has the right to terminate the Employment Agreement upon thirty (30) days’ notice to the other party.
NOTE 6 – SUBSEQUENT EVENTS
The Company has evaluated all events that occur after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. The Management of the Company determined that there were no reportable subsequent events to be disclosed.
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The following discussion provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto contained elsewhere in this Report. The following discussion and analysis contains forward-looking statements, which involve risks and uncertainties. Our actual results may differ significantly from the results, expectations and plans discussed in these forward-looking statements.
Overview
We were incorporated in the State of Nevada on April 27, 2010 as Movie Trailer Galaxy, Inc. and are based in Studio City, California. We are a development stage company and have not commenced operations. We are proceeding with our business plan by providing moviegoers with a comprehensive portal to preview the latest movie information. We have begun taking certain steps in furtherance of our business plan by constructing and updating our website.
Our website, www.movietrailergalaxy.com, serves as a movie blog which displays the latest movies, trailers and box office information. The website will be fully automated, gathering information from official movie website sources such as the Internet Movie Database (“IMDB”), Yahoo Movies and Youtube. We have received a going concern opinion from our auditor. We anticipate that we will be able to generate revenue through website advertisements via the use of Google Adsense, as well as through Amazon banner advertisements, which will provide for payments on a per click basis.
We do not consider our self a blank check company and we do not have any plan, arrangement, or understanding to engage in a merger or acquisition with any other entity. We do not consider ourselves a blank check company, as we have a specific business plan and have moved forward with our business operations. Specifically we, while in the development stage, are proceeding with our business plan by constructing and implementing an automated website. We have taken certain steps in furtherance of this business plan including establishing the website and programming. In the first quarter of 2011, we anticipate beginning marketing activities for our automated website, in an attempt to rouse support for our website. Our website is now fully automated. However we have not yet integrated Amazon and Google accounts and ads to our website, which we initially planned to complete by June 2011; we hope to complete the integration by September 2011. Finally, from August until the end of 2011 we hope to generate revenues.
Business Strategy and Objectives
Our blog is powered by a growing web portal resource for movie information communications enthusiasts based on the development of new movies to online technology. We plan to provide up-to-date information for movie lovers and access to related products through our website, MovieTrailerGalaxy.com. Our mission is to become the movie lover’s online hub in the global market. We intend to spread our reach throughout the global world as we empower the movie enthusiast’s culture. At Movie Trailer Galaxy, Inc., we intend to strive to give the Movie Enthusiast’s community a way to support each other and benefit from one another.
We have objectives in order to fulfill our desire to participate and achieve an ever-growing market share of the exciting industry that it is entering. These key objectives include:
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1.
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Establishing ourselves throughout the Global world as the movie lover’s online hub of choice, and penetrate the market in the business of providing education, information, and networking ability from the Web Portal.
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2.
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Utilize creative, first-class public relations, advertising, and marketing to raise public awareness of the site.
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3.
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Develop management capabilities to ensure a strong foundation for participation in a rapidly growing company.
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Our Operating Strategy
Our website is being programmed to display the latest movies, trailers and box office information. The website will be fully automated and will not require user interaction for maintenance. We will achieve the automated update process by implementing custom made scripts that will gather information from official movie sources like IMDB, Yahoo Movies and YouTube. The update script will run every day and should not affect the site’s availability during the process, as we expect it to takes about 10-20 seconds to complete.
Information such as posters, trailer links and movie information, will be stored in the internal database. The links for the movie trailers will be stored in the database and the actual trailers will stream directly from the source in the form of links. This process is similar to what bloggers do to get their content. Bloggers find information on the internet from various sources, and if it contains video, they can simply embed it in their blogs or link directly to it.
Our website links to the actual movie trailers hosted at IMDB, Yahoo or YouTube using a “light box” or “iframe” that elegantly displays the trailers without the user having to leave our site. Linking the trailers saves money on hosting expenses, as video streaming requires costly high-capacity servers. Our website can be hosted in a shared hosting environment, which typically costs approximately $10-$25 per month. The website includes a 600+ movie database, the automation script, the domain name, an on-line function which allows the user to add, edit, and delete individual movies and the information.
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There is no guarantee that anyone will visit the site. Our initial focus is to provide movie trailers of the latest movies, and then branch into foreign movies as well. We feel there is a market for previewing all movie trailers on one site.
We believe the world of video communications enthusiasts comprises a lot of people, from amateurs, to expert professionals. We believe that a website which provides such resources is likely to become a popular online destination point for consumers in the global market.
Competition
The industry we intend to compete in is the Movie Trailer industry. We have competition from various other websites that offer similar services such as themovieblog.com, moviesblog.mtv.com, and ugo.com/movies. We intend to compete with other movie trailer websites by implementing our marketing plan.
Marketing Plan and Overview
MovieTrailerGalaxy.com has a comprehensive marketing plan which includes online and industry magazine advertising, search engine articles, radio spots, podcasts, and press pieces. In addition, we will advertise to our customers through video email and video cell phone transmissions. We expect that our current customers will recommend and refer us to other target users. We have chosen this strategy because we believe it represents the most efficient correlation of costs, communication to our target market, and brand recognition.
We intend to promote our business operations through a comprehensive marketing plan including search engine optimization (“SEO”), online advertising, viral marketing, social networking, blogs, various industry magazines, search engine articles, radio spots, podcasts, press pieces, and pieces in interest-specific magazines. In addition, we plan to emphasize spreading important messages through video email and video cell phone transmissions to users.
We have chosen this strategy because it represents the most efficient correlation of costs, communication to our target market, and brand recognition. We intend to continue to monitor how this translates to sales and will be open to experimenting with alternative opportunities for increasing sales. We also place a great emphasis on our ability to generate good word-of-mouth business among our target users.
We believe our primary role in the marketplace is being a provider of a preferred Movie Lovers Online Destination. We want our target users to think about us whenever they think about new movie releases or finding great deals in the industry. We want them to choose to visit with us because it will facilitate their deal-making and love of movies in exciting ways.
Our management believes very strongly in finding the most cost-effective ways to market and promote the Company. We will base our promotion strategy on a combination of online marketing strategies. We will utilize internet presence in conjunction with search engine methodology, and good word-of-mouth advertising. We will emphasize video email and cell phone transmissions of important messages to users. The company also places great emphasis on the training of key personnel and employees such that they represent a continual promotion opportunity for the company. We expect our single greatest promotional tool will be the good will and positive word-of-mouth advertising we generate among our individual users and our businesses. Our promotion strategy is based in serving our target users.
Search Engine Optimization
Our website is already optimized for search engines (SEO). This helps search engines like Google, Yahoo, and Bing to properly index our site. We anticipate that after we start marketing our site we will see noticeable increases and decreases in our website traffic daily. We believe this is typical in the marketing phase. Once our site is fully automated, we will concentrate on the marketing of the website.
Our Pricing Strategy
We seek a balance between quality of offering, price, and the value that may be derived from the competition. We believe we offer the best balance of these aspects in the minds of our target users. Our pricing strategy is linked to our value proposition and our sales, and marketing strategies highlight this connection in ways that are easy for target users to understand. Ultimately, our goal is for our target users equate MovieTrailerGalaxy.com with great value.
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Promotion Strategy
Our management believes strongly in finding the most cost-effective ways to market and promote the offerings. We will base our promotion strategy on a combination of online marketing strategies. We will utilize internet presence in conjunction with search engine methodology, and word-of-mouth advertising. We will emphasize video email and cell phone transmissions of important messages to users.
Our single greatest promotional tool will be the goodwill and positive word-of-mouth advertising we generate among our individual users and our businesses. Our promotion strategy is based in serving our target users. We believe that if we make sure that our target users are fulfilled and satisfied with their purchase, then every marketing or sales program we utilize will resonate with our ethic of service.
Sales Strategy
We have one channel of sales: online. We intend to grow our sales force to meet our sales and revenue goals. Our web portal will be our critical sales channel for our Company. We plan to view our sales strategy as being partially fulfilled through the implementation of our marketing plan, which includes print ads, and internet advertising. We will consider i.) our key personnel, and ii.) our existing clientele, to be the most important assets of our sales strategy.
Revenue
In order to generate revenue, we have established accounts with Google Adsense and an Amazon Store. Google Adsense ads pay on a per click basis. We plan to link our Google Adsense and Amazon Store accounts to our website beginning in June 2011 in order to generate revenues from these ads, however we have not done so yet. When the Google Adsense and Amazon Store accounts are linked to our website, every time a user enters our website, Google will display relevant ads to the user and if the user clicks the ad, we will get paid a percentage of what Google charges to the advertiser. The movie entertainment niche has high-paying keywords on the Google Adsense network. We expect to see individual clicks paying more than one dollar in this niche. Top advertisers include movie rental services and TV providers such as Netflix, Blockbuster, DirecTV, Dish Network, individual Movie studios and many more. All the ads displayed by Google are fetched automatically and displayed in our website. All we need is a Google Adsense account. The Amazon store runs on autopilot also, and pays us a flat commission on every item purchased by our visitors.
We also plan to display Amazon banners throughout the whole website. We intend to have an Amazon affiliate account. Furthermore, our ad system is scalable such that we can virtually integrate any kind of ad, lead, or CAP network into the site. We can also sell banner ads privately or adapt any other type of monetization method. The website is already optimized for search engines (SEO). This helps search engines like Google, Yahoo, Bing, etc. to properly index our site as we start creating back links and submitting our site to various directories. After we start marketing our site and creating back links, we will start seeing traffic spikes go up and down every day. This is very normal in the marketing phase and every site will experience the so called “Google dance” after it starts to take off. The site will get traffic even if it is not marketed at all, as new movies and more content get added weekly; this is one of the many advantages of the Word press platform, Google likes its structure and will keep indexing the new content.
We plan to offer Trailers of Foreign Movies as well, and targeting International markets such as Bollywood in India, the largest movie industry in the world. We also plan to offer Movie News, and interactive functionality with other social networks (such as Facebook and MySpace) with certain unique movie-related abilities for advertising.
Employees
As of the date hereof, we have no full time employees. Our President and sole officer and director spends approximately 20 hours per week on Company matters. We plan to employ more qualified employees in the near future.
Results of Operations For the Quarterly Period Ended May 31, 2011
Revenues and Cost of Revenues. We had no revenues or cost of revenues for the period ended May 31, 2011. We are in the formation stage as our business was formed on April 27, 2010 and no revenue activities have yet begun.
General and Administrative. General and administrative expenses for the period ended May 31, 2011 totaled approximately $231.
Liquidity and Capital Resources
Our cash and cash equivalents totaled approximately $2,725 at May 31, 2011.
Net Cash Used in Operating Activities. We did not use net cash used in operating activities for the for the nine months ended May 31, 2011.
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Net Cash Provided By/Used in Investing Activities. We did not use cash in investing activities for the nine months ended May 31, 2011.
Net Cash Provided By Financing Activities. We did not generate cash from financing activities for the nine months ended May 31, 2011.
Critical Accounting Policies
None.
Recent Accounting Pronouncements
In January 2010, the FASB issued the FASB Accounting Standards Update No. 2010-06 “Fair Value Measurements and Disclosures (Topic 820) Improving Disclosures about Fair Value Measurements”, which provides amendments to Subtopic 820-10 that require new disclosures as follows:
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1.
|
Transfers in and out of Levels 1 and 2. A reporting entity should disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers.
|
|
2.
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Activity in Level 3 fair value measurements. In the reconciliation for fair value measurements using significant unobservable inputs (Level 3), a reporting entity should present separately information about purchases, sales, issuances, and settlements (that is, on a gross basis rather than as one net number).
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This Update provides amendments to Subtopic 820-10 that clarify existing disclosures as follows:
|
1.
|
Level of disaggregation. A reporting entity should provide fair value measurement disclosures for each class of assets and liabilities. A class is often a subset of assets or liabilities within a line item in the statement of financial position. A reporting entity needs to use judgment in determining the appropriate classes of assets and liabilities.
|
|
2.
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Disclosures about inputs and valuation techniques. A reporting entity should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. Those disclosures are required for fair value measurements that fall in either Level 2 or Level 3.
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This Update also includes conforming amendments to the guidance on employers' disclosures about postretirement benefit plan assets (Subtopic 715-20). The conforming amendments to Subtopic 715-20 change the terminology from major categories of assets to classes of assets and provide a cross reference to the guidance in Subtopic 820-10 on how to determine appropriate classes to present fair value disclosures. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years.
In December 2010, the FASB issued the FASB Accounting Standards Update No. 2010-28 “Intangibles—Goodwill and Other (Topic 350): When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts” (“ASU 2010-28”).Under ASU 2010-28, if the carrying amount of a reporting unit is zero or negative, an entity must assess whether it is more likely than not that goodwill impairment exists. To make that determination, an entity should consider whether there are adverse qualitative factors that could impact the amount of goodwill, including those listed in ASC 350-20-35-30. As a result of the new guidance, an entity can no longer assert that a reporting unit is not required to perform the second step of the goodwill impairment test because the carrying amount of the reporting unit is zero or negative, despite the existence of qualitative factors that indicate goodwill is more likely than not impaired. ASU 2010-28 is effective for public entities for fiscal years, and for interim periods within those years, beginning after December 15, 2010, with early adoption prohibited.
In December 2010, the FASB issued the FASB Accounting Standards Update No. 2010-29 “Business Combinations (Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations” (“ASU 2010-29”). ASU 2010-29 specifies that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments in this Update also expand the supplemental pro forma disclosures under Topic 805 to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amended guidance is effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. Early adoption is permitted.
Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.
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Not applicable
Disclosure Controls and Procedures.
We carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the ‘‘Exchange Act’’). Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based upon our evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective, as of the three months ended May 31, 2011, in ensuring that material information that we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms.
Changes in Internal Control over Financial Reporting.
There were no changes in our system of internal controls over financial reporting during the three months ended May 31, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
None
There were no reportable events under this Item 3 during the quarterly period ended May 31, 2011.
There were no reportable events under this Item 5 during the quarterly period ended May 31, 2011.
(a) Exhibits
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Exhibit Number
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Description
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31.1
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Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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32.1
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Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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Pursuant to the requirements 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.
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MOVIE TRAILER GALAXY, INC.
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Date: July 15, 2011
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By:
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/s/ Stephanie Wyss
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Stephanie Wyss, President
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(Duly authorized officer, Principal Executive Officer and Principal Financial Officer)
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