MULTIMEDIA PLATFORMS INC. - FORM 10-Q

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EXCEL - IDEA: XBRL DOCUMENT - MULTIMEDIA PLATFORMS INC.	Financial_Report.xls
EX-32.2 - MULTIMEDIA PLATFORMS INC.	ex32-2.htm
EX-32.1 - MULTIMEDIA PLATFORMS INC.	ex32-1.htm
EX-31.1 - MULTIMEDIA PLATFORMS INC.	ex31-1.htm
EX-31.2 - MULTIMEDIA PLATFORMS INC.	ex31-2.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2011

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________ to ______________________

Commission file number: 000-33933

EXPLORE ANYWHERE HOLDING CORP.

(Exact name of small business issuer as specified in its charter)

Nevada	88-0319470
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

6150 West 200 South, #3, Wabash, Indiana 46992

(Address of principal executive offices)

877.539.5644

(Issuer’s telephone number)

Not Applicable

(Former name, former address and former fiscal year, 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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small 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 [ ]	Accelerated filer [ ]
Non-accelerated filer [ ] (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 Exchange Act [X] YES [ ] NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. [ ] YES [ ] NO

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§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). [X] YES [ ] NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

31,923,750 common shares issued and outstanding as of January 18, 2011.

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

EXPLORE ANYWHERE HOLDING CORP.

CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED FINANCIAL STATEMENTS

For the nine months ended September 30, 2011


			Page(s)

Index			3

Balance Sheets			4

Statement of Operations			5

Statements of Cash Flows			6

Notes to the Financial Statements			7

EXPLORE ANYWHERE HOLDING CORPORATION

CONSOLIDATED BALANCE SHEET

	September 30, 2011			December 31, 2010
	(Unaudited)			(Audited)
ASSETS
Current assets
Cash and cash equivalents	$	1,062		$	-
Total current assets		1,062			-

Office equipment, furniture and fixtures, net		17,912			-
Acquisition-related intangible assets, net		-			-
Goodwill, net		-			-

Total assets	$	18,974		$	-

LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY

Current liabilities
Accounts payable	$	76,942		$	2,022
Accrued expense and other liabilities		10,501			-
Accrued Interest		56,279			-
Convertible Notes payable, net of BCF discount		99,070			-
Loan from outside lenders		169,500			-
Loan from shareholders		3,700			12,100
Deferred revenue		262			-
Total current liabilities		416,255			14,122

Total long-term liabilities		-			-

Total liabilities		416,255			14,122

Stockholders' (deficit) equity
Common stock, $.001 par value; 300,000,000 shares authorized, 31,923,750 and 262,500,000 shares issued and outstanding as of September 30, 2011 and December 31, 2010		31,924			262,500
Additional paid-in capital		2,004,825			545,708
Accumulated deficit		(2,434,029	)		(822,330	)
Total stockholders' (deficit) equity		(397,280	)		(14,122	)

Total liabilities and stockholders' (deficit) equity	$	18,974		$	-

See accompanying notes to condensed consolidated financial statements

EXPLORE ANYWHERE HOLDING CORPORATION

CONSOLIDATED STATEMENT OF OPERATIONS

UNAUDITED

	Three Months Ended September 30,					Nine Months Ended September 30,
	2011			2010		2011			2010

Revenues	$	1,689		$	-	$	5,903		$	-
Cost of sales		-			-		-			-

Gross profit		1,689			-		5,903			-

Operating Expenses
Research and development		-			-		-			-
Sales and marketing		5,814			-		8,843			-
General and administrative		60,929			-		1,518,354			-
Total operating expenses		66,743			-		1,527,198			-

Loss from operations		(65,054	)		-		(1,521,294	)		-

Interest income (expense)
Interest expense		(24,306	)		-		(90,405	)		-
Total interest income (expense)		(24,306	)		-		(90,405	)		-

Loss before income taxes		(89,360	)		-		(1,611,699	)		-

Provision for income taxes		-			-		-			-

Net loss	$	(89,360	)	$	-	$	(1,611,699	)	$	-

Net loss per share of common stock:
Basic	$	(0.00	)	$	-	$	(0.02	)	$	-

Weighted average number of shares outstanding		31,923,750			262,500,000		81,954,542			262,500,000

See accompanying notes to condensed consolidated financial statements

EXPLORE ANYWHERE HOLDING CORPORATION

CONSOLIDATED STATEMENT OF CASH FLOWS

UNAUDITED

	Nine Months Ended September 30,
	2011			2010
Cash flows from operating activities
Net Income	$	(89,360	)	$	-
Adjustments to reconcile net income to net cash
used by operating activities:
Depreciation		1,656			-
Change in convertible notes payable net of BCF interest		9,045			-
Impairment loss on goodwill		-			-
Impairment loss on acquisition related intangible assets		-			-
Fair value of common stock warrants		-			-
Changes in operating assets and liabilities:
Accounts payable		11,585			-
Accrued expense and other liabilities		0			-
Accrued Interest		23,409			-
Net cash used by operating activities		(43,664	)		-

Cash flows from investing activities
Purchase of fixed assets		(699	)

Net cash provided (used) by investing activities		(699	)		-

Cash flows from financing activities
Proceeds from promissory notes		-			-
Convertible Notes payable		37,353			-
Repayment of shareholders loan		-			-
Issuance of common stock		-			-
Net cash provided by financing activities		37,353			-

Net change in cash and cash equivalent		(7,010	)		-

Cash and cash equivalent at the beginning of year		8,073			1,494

Cash and cash equivalent at the end of year	$	1,063		$	1,494

Supplemental disclosures of cash flow Information:
Cash Paid for Interest	$	-		$	-

Supplemental disclosure of non-cash investing and financing activities:
Forgiven Note Payable in connection with the transfer of common stock	$	-		$	72,791

See accompanying notes to condensed consolidated financial statements

NOTE A – DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business

ExploreAnywhere, Inc. (“Company”), formerly known as ExploreAnywhere Software, LLC, is a privately held corporation incorporated in the state of Nevada, United States. Originally founded in August of 2002, the Company specializes in computer monitoring solutions for parents, corporations, and educational facilities.

On November 6, 2007, the Company filed Articles of Conversion from ExploreAnywhere Software, LLC a New Hampshire Jurisdiction to ExploreAnywhere, Inc. a Nevada Corporation. A plan of conversion has been adopted by the constituent entity in compliance with law of the Jurisdiction governing the constituent entity.

On December 20, 2010, the Company entered into a Share Exchange Agreement with Explore Anywhere Holding Corporation (formerly known as PorFavor Corporation) a publicly traded Nevada Corporation, whereby Explore Anywhere Holding Corporation will acquire from the Shareholders all the issued and outstanding shares of ExploreAnywhere, Inc. in exchange for 2,613,750 shares of Explore Anywhere Holding Corporation’s common stock. On February 4, 2011, the Company completed this transaction, and the Company became a wholly-owned subsidiary of Explore Anywhere Holding Corporation. Explore Anywhere Holding Corporation filed the Company’s last two fiscal years of audited financial statements and pro forma financial statement showing the effects of the acquisition and other information regarding the Company on Form 8-K.

Business Combination

On February 4, 2011, Explore Anywhere Holding Corporation (formerly known as PorFavor Corporation), a Nevada corporation (Pink Sheets: PFVR.PK - News), completed the acquisition of the assets, including the website, intellectual property, core technologies such as IP, R&D, and customer relations, etc and assumed the liabilities from Explore Anywhere, Inc. In connection with the acquisition, the Company issued 2,613,750 shares of its common stock, with a fair market value of $1,163,119. For details of the acquisition refer to Note D on “Business Combinations,” of Notes to Consolidated Financial Statements below for detail.

Effective February 9, 2011, the Board of Directors elected Mr. Oliver Nelson as CEO of the Company.

Basis of Consolidation and Presentation

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported period. Actual results could differ from those estimates. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that (1) recorded transactions are valid; (2) all valid transactions are recorded and (3) transactions are recorded in the period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the company for the respective periods being presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. These Condensed Consolidated Financial Statements should be read in conjunction with the stand alone Financial Statements and the notes thereto, of ExploreAnywhere Holding Corp for the year ended December 31, 2010.

Use of Estimates

The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses. Actual results could differ from these estimates.

Revenue Recognition

For internet sale, the Company recognizes revenue upon the online distribution of products to customers. There is no technical support or warranty associated with the sale of its online software. If the customers have any problems with its software that cannot be easily resolved, the Company will fully refund it. For retail sale, the Company recognizes revenue upon the shipment of products to retailer and records provisions for discounts to customers based on the terms of sale in the same period in which the related sales are recorded.

Property and Equipment

Property and equipment are carried at cost, less accumulated depreciation and amortization. Major improvements are capitalized, while repair and maintenance are expensed when incurred. Renewals and betterments that materially extend the life of the assets are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in income for the period.

Depreciation is computed for financial statement purposes on a straight-line basis over estimated useful lives of the related assets. The estimated useful lives of depreciable assets are:

		Estimated
		Useful Lives

Office Equipment		5-10 years
Furniture		5 - 7 years
Shop tools		5 - 7 years
Vehicles		5-10 years

For federal income tax purposes, depreciation is computed under the modified accelerated cost recovery system. For book purposes, depreciation is computed under the straight-line method.

Goodwill and acquisition related intangible assets

The Company allocates the purchase price of acquired companies to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. Such allocations require management to make significant estimates and assumptions, especially with respect to intangible assets.

The Company reviews the carrying values of long-lived assets whenever events and circumstances, such as reductions in demand, lower projections of profitability, significant changes in the manner of our use of acquired assets, or significant negative industry or economic trends, indicate that the net book value of an asset may not be recovered through expected undiscounted future cash flows from its use and eventual disposition. If this review indicates that there is impairment, the impaired asset is written down to its fair value, which is typically calculated using: (i) quoted market prices and/or (ii) discounted expected future cash flows. The Company estimates regarding future anticipated revenue and cash flows, the remaining economic life of the products and technologies, or both, may differ from those used to assess the recoverability of assets. In that event, impairment charges or shortened useful lives of certain long-lived assets may be required, resulting in a reduction in net income or an increase to net loss in the period when such determinations are made.

Critical estimates in valuing certain intangible assets include, but are not limited to: future expected cash flows from customer contracts, customer lists, distribution agreements, and acquired developed technologies and patents and the expected costs to develop the in-process research and development into commercially viable products and estimating cash flows from the projects when completed. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable.

During the nine months that ended September 30, 2011, management recognized that the existing core technology that the Company purchased from ExploreAnywhere, Inc. in February 2011 was not designed to be used in newly evolving major Internet applications such as Facebook, Twitter, and others. Moreover, its competitors have many more features than the existing software developed by ExploreAnywhere, Inc. Also, the Company’s new software products, currently under development, are not yet ready for market and have missed expected software release dates. Since there is no certainty or guarantee that development can be completed or that there will be market acceptance if ever completed, no value can be attributed to these new products under development. As a result, the management recognized that the existing software has highly limited potential for future revenues and that no value can be attributed to the new products under development because there is no certainty or guarantee that development can be completed or that there will be market acceptance if ever completed. The Company recognized a $20,000 “Impairment loss on acquisition-related intangible assets” at ExploreAnywhere, Inc., under Selling, general and administrative in the Consolidated Statement of Operations for the quarter that ended March 31, 2011.

Goodwill acquired the nine months that ended September 30, 2011 represents the goodwill of $1,321,884 related to the acquisition of the business from ExploreAnywhere, Inc. Refer to Note E “Business Combination” of the Notes to Consolidated Financial Statements for details.

Goodwill is measured and tested for impairment on a quarterly basis in the fourth quarter of each year in accordance with the Accounting Standards Codification No. 350 (“ASC 350”), Intangibles–Goodwill and Other, or more frequently if we believe indicators of impairment exist. Triggering events for impairment reviews may include adverse industry or economic trends, restructuring actions, lower projections of profitability, or a sustained decline in market capitalization. The performance of the test involves a two-step process. The first step requires comparing the fair value of the each of our reporting units to its net book value, including goodwill. The Company has one reporting unit. A potential impairment exists if the fair value of the reporting unit is lower than its net book value. The second step of the process is only performed if a potential impairment exists, and it involves determining the difference between the fair values of the reporting unit’s net assets other than goodwill to the fair value of the reporting unit and if the difference is less than the net book value of goodwill, impairment exists and is recorded.

During the quarter ended September 30, 2011, the Company again evaluated the fair market value of its goodwill and decided to write off the remaining $22,000 of goodwill as "Impairment of goodwill" under general and administrative expense because the products related to that goodwill are out-of-date and will likely produce only minimal future sales.

Cash and Cash Equivalents

Cash and cash equivalents include highly liquid investments, primarily money market mutual funds, with maturities of nine months or less at the time of purchase.

Accounts Receivable

The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of the Company’s customers to make payments. The Company periodically reviews these allowances, including an analysis of the customers’ payment history and information regarding the customers’ creditworthiness. There is no Accounts Receivable as of September 30, 2011.

Allowance for Doubtful Accounts

The Company maintains allowances for doubtful accounts relating to estimated losses resulting from customers being unable to make required payments. Allowances for doubtful accounts are based on historical experience and known factors regarding specific customers and the industries in which those customers operate. If the financial condition of the Company’s customers were to deteriorate, resulting in their ability to make payments being impaired, additional allowances would be required.

Fair Value of Financial Instruments

Currently, the Company’s financial instruments consist principally of cash and cash equivalents and accounts payable. Pursuant to ASC 820, Fair Value Measurements (“ASC 820”), the fair value of its cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all of its other financial instruments approximate their recorded values because of their nature and respective maturity dates or durations.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company maintains cash and cash equivalents with high quality financial institutions.

Inventory

Inventories are computed using the lower of cost or market, which approximates actual cost on a first-in-first-out basis. The Company writes down its inventory value for estimated obsolescence equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. These factors are impacted by market and economic conditions, technology changes, new product introductions and changes in strategic direction and require estimates that may include uncertain elements. Actual demand may differ from forecasted demand, and such differences may have a material effect on recorded inventory values. There was no inventory as of September 30, 2011.

Cost of Goods Sold

Cost of Goods Sold includes all software consulting costs, packaging & cases, licensing, and customer charge back, and those indirect costs related to software production. Selling, general and administrative costs are charged to expense as incurred.

Advertising

Advertising expenses are recorded as general and administrative expenses as incurred. These expenses amounted to $5,814 for the quarter ended September 30, 2011.

Research and Development

The Company capitalizes any development or programmer fees according to ASC 985-20 when the software development stage reaches the feasibility period. When the software products are ready for sale in the market, the Company expenses the associated development or programmer fees under Research and Development reflected under the statement of operations in our financial statements.

Stockholders’ Equity

The Company had authorized three hundred Million 300,000,000 shares of common stock with a par value of $0.001 and 31,923,750 shares of common stock have been issued and total outstanding as of September 30, 2011. See Note I, “Common Stock” of Notes to Consolidated Financial Statements for detail.

Warrants Liabilities

The Company has issued warrants to purchase shares of its common stock in connection with convertible notes. The Company records a debt discount related to the warrants upon issuance, and amortizes this debt discount over the life of the notes. In addition, the Company re-measures the warrants at each reporting period to record their fair value. See Note H, “Notes Payable” of Notes to Consolidated Financial Statements for detail.

Income Taxes

The Company recognizes the tax effects of transactions in the year in which such transactions enter into the determination of net income, regardless of when reported for tax purposes.

Net Income (loss) per Share

Basic net income (loss) per share is computed by dividing net income by the weighted average number of shares of common stock outstanding for the reporting period. Diluted net income (loss) per share is computed by dividing net income by the combination of dilutive common share equivalents, comprised of shares issuable under the Company’s stock-based compensation plans and the weighted average number of shares of common stock outstanding during the reporting period. Dilutive common share equivalents include the dilutive effect of in-the-money options to purchase shares, which is calculated based on the average share price for each period using the treasury stock method. Under the treasury stock method, the exercise price of an option, the amount of compensation cost, if any, for future service that the Company has not yet recognized, and the amount of estimated tax benefits that would be recorded in paid-in capital, if any, when the option is exercised are assumed to be used to repurchase shares in the current period.

Reclassifications

Certain financial statement items have been reclassified to conform to the current year’s presentation. These reclassifications had no impact on previously reported net loss.

Recently Issued Accounting Pronouncements

In December 2010, the FASB updated its guidance related to when to perform step two of the goodwill impairment test for reporting units with zero or negative carrying amounts. The updated guidance requires that for any reporting unit with a zero or negative carrying amount, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that impairment may exist. The updated guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2010. The Company’s adoption did not have a material impact on its consolidated results of operations or financial condition.

In December 2010, the FASB updated its guidance related to disclosure of supplementary pro forma information for business combinations. The updated guidance requires that if comparative financial statements are presented, the pro forma revenue and earnings of the combined entity for the comparable prior reporting period should be reported as though the acquisition date for all business combinations that occurred during the current year had been as of the beginning of the comparable prior annual reporting period only. The updated 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, with early adoption permitted. The Company’s adoption did not have an impact on its consolidated results of operations or financial condition as the updated guidance only affects disclosures related to future business combinations.

In October 2009, the Financial Accounting Standards Board (“FASB”) amended the accounting standards for revenue recognition to remove tangible products containing software components and non-software components that function together to deliver the product’s essential functionality from the scope of industry specific software revenue recognition guidance. In October 2009, the FASB also amended the standards for multiple deliverable revenue arrangements to:

	(i)	provide updated guidance on whether multiple deliverables exist, how the deliverables in an arrangement should be separated, and how the arrangement consideration should be allocated among its elements;

	(ii)	require an entity to allocate the revenue using estimated selling prices (ESP) of the deliverables if there is no vendor specific objective evidence (VSOE) or third party evidence of selling price (TPE); and

	(iii)	Eliminate the use of the residual method and require an entity to allocate revenue using the relative selling price method.

This new accounting guidance became applicable to the Company beginning the first quarter of its year 2011. The Company adopted this guidance for transactions that were entered into or materially modified on or after January 1, 2011 using the prospective basis of adoption.

NOTE B - BALANCE SHEET COMPONENTS

The following table provides details of selected balance sheet components:

PROPERTY AND EQUIPMENT, net:

The carrying values of fixed assets as of September 30, 2011 were as follows:

Office Equipment	$	6,155
Furniture and Fixtures		38,727
		44,882
Less Adjustments and Depreciation
Accumulated Depreciation		(26,970	)
Fixed assets, net of depreciation	$	17,912

Depreciation expense is $1,657 for the nine months ended September 30, 2011.

NOTE C - FAIR VALUE MEASUREMENTS

The Company follows applicable accounting guidance for its fair value measurements. The guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The guidance establishes three levels of inputs that may be used to measure fair value:

Level 1 — Quoted prices in active markets for identical assets or liabilities.

Level 2 — Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data substantially for the full term of the assets or liabilities.

Level 3 — Unobservable inputs to the valuation methodology that is significant to the measurement of fair value of assets or liabilities.

Determination of fair value

Cash equivalents are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices.

Assets Measured at Fair Value on a Recurring Basis

As of September30, 2011, none of the Company’s cash balances were invested in financial instruments. The following table presents the Company’s financial assets and liabilities that are measured at fair value on a recurring basis which were comprised of the following types of instruments as of September 30, 2011:

	As of September 30, 2011
	Fair Value		Level 1		Level 2	Level 3

Cash and cash equivalents:
Cash (1)	$	1,062	$	1,062

(1) Included in Cash and cash equivalents on the Company’s Condensed Consolidated Balance Sheets.

Cash equivalents are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices. The types of instruments valued based on quoted market prices in active markets include money market securities. The Company reviewed its financial and non-financial assets and liabilities for the nine months ended that September 30, 2011 and concluded that there were no material impairment charges during each of these periods.

NOTE D - BUSINESS COMBINATIONS

Business Combination

On February 4, 2011, the Company acquired ExploreAnywhere, Inc., a privately-held company based in Boston, MA that designed and developed a software monitoring product (“Spybuddy”), which can be used in the fourth quarter of 2011. The acquisition of Explore is expected to expand and enhance the Company to increase the market share of the software security sector. In connection with the acquisition, the Company issued 2,613,750 shares of its common stock at $0.445, representing 100% of its outstanding common stock, for a total purchase price of approximately $1,163,120. The goodwill from the acquisition is deductible for tax purposes. The purchase price was allocated to tangible and intangible assets and liabilities assumed, based on their estimated fair values as follows:

Tangible assets	$	22,183
Goodwill		1,321,884
Intangible assets		20,000
Liabilities assumed		(200,947)

	$	1,163,120

The unaudited pro forma financial information in the table below summarizes the combined results of operations for the Company and ExploreAnywhere as though the companies were combined as of the beginning of year 2011. The pro forma financial information for all periods presented also includes the business combination accounting effects resulting from the acquisition, including amortization charges from acquired intangible assets, adjustments to interest expenses for certain borrowings and exclusion of acquisition-related expenses and the related tax effects as though the companies were combined as of the beginning of the year 2011. The pro forma financial information as presented below is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of the year 2011.

	(Unaudited)
	Nine Months Ended September 30
	2011			2011
Total revenue	$	5,903		$	-
Net loss	$	(1,617,968	)	$	-
Basic and diluted loss per share	$	(0.02	)	$	-

NOTE E – INCOME TAXES

The Company accounts for its income taxes in accordance with ASC 740, Accounting for Income Taxes, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry-forwards. 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 operations in the period that includes the enactment date.

Provision for Income Taxes

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial statement purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax liabilities and assets as of September 30, 2011 are as follows:

Deferred tax assets:
Net operating loss	$	1,617,968
Income tax rate		34	%
		550,109
Less valuation allowance		(550,109	)
	$	-

Through December 31, 2009, a valuation allowance has been recorded to offset the deferred tax assets, including those related to the net operating losses. During the nine months ended September 30, 2011, the Company determined that it was more likely than not that it would not realize its deferred tax assets and a valuation allowance was recorded. On September30, 2011, the Company had approximately $1,617,968 of federal and state net operating losses respectively.

Reconciliations of the U.S. federal statutory rate to the actual tax rate follows for the nine months ended September 30, 2011 is as follows:

U.S. federal statutory income tax rate	34	%
State tax – net of federal benefit	0	%
	34	%
Increase in valuation allowance	(34	%)
Effective tax	0	%

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry-forwards for Federal income tax reporting purposes are subject to annual limitations.

NOTE F – RELATED PARTY TRANSACTIONS

On November 6, 2007, the Company filed Articles of Conversion from ExploreAnywhere Software, LLC, New Hampshire Jurisdiction, to ExploreAnywhere, Inc., Nevada Corporation. A plan of conversion has been adopted by the constituent entity in compliance with law of the Jurisdiction governing the constituent entity.

On December 19, 2008, Bryan Hammond, an officer of the Company, obtain American Express Gold card for operating expenses throughout years of operations. The credit card had a balance owed of $3,468 at September 30, 2011.

On June 16, 2009, the Company has a related-party loan from Mark Hammond, an officer of the Company, with non-interest bearing totaled $231 as of March 31, 2011 and December 31, 2010. There was no formal agreement for these unsecured advances which are due on demand.

The eight convertible notes in the following amounts were issued to Amalfi Capital during the nine months ended September 30, 2011 are related party transactions as Amalfi Capital holds the Company’s shares:

$10,000 on January 24, 2011

$25,000 on January 28, 2011

$25,000 on February 9, 2011

$15,000 on March 17, 2011

$15,000 on April 18, 2011

$10,000 on May 17, 2011

$7,500 on June 13, 2011

$2,500 on June 24, 2011

Total = $110,000

NOTE G – NOTES PAYABLE

On July 6, 2007, the Company issued an unsecured promissory note in the amount of $50,000 at 8% simple annual interest rate. The principal balance with accrued interest of this note shall originally be payable on February 6, 2009. As of September 30, 2011, the outstanding balance with accrued interest was $79,907. No interest was paid as of September 30, 2011.

On March 9, 2010, the Company issued an unsecured promissory note in the amount of $7,500 at 8% simple annual interest rate. The principal balance with accrued interest of this note shall be payable on September 30, 2011. As of September 30, 2011, the outstanding balance with accrued interest was $8,774. No interest was paid as of September 30, 2011.

On March 23, 2010, the Company issued an unsecured promissory note in the amount of $25,000 at 8% simple annual interest rate and at a conversion price of $0.05 per share. The principal balance with accrued interest of this note shall be payable on September 30, 2011. As of September 30, 2011, the outstanding balance with accrued interest was $29,093. No interest was paid as of September 30, 2011.

On December 3, 2010, the Company issued an unsecured promissory note in the amount of $10,000 at 8% simple annual interest rate. The principal balance with accrued interest of this note shall be payable on September 30, 2011. As of September 30, 2011, the outstanding balance with accrued interest was $10, 519. No interest was paid as of September 30, 2011.

On December 29, 2010, the Company issued an unsecured promissory note in the amount of $7,500 at 8% simple annual interest rate. The principal balance with accrued interest of this note shall be payable on September 30, 2011. As of September 30, 2011, the outstanding balance with accrued interest was $7, 804. No interest was paid as of September 30, 2011

On January 24, 2011, the Company issued an unsecured convertible promissory note to Amalfi Coast Capital in the amount of $10,000 at 8% simple annual interest rate and at a conversion price of $0.05 per share. The principal balance with accrued interest of this note shall be payable on January 24, 2012. As of September 30, 2011, the outstanding balance with accrued interest was $10,344. No interest was paid as of September 30, 2011.

On January 28, 2011, the Company issued an unsecured convertible promissory note to Amalfi Coast Capital in the amount of $25,000 at 8% simple annual interest rate and at a conversion price of $0.05 per share. The principal balance with accrued interest of this note shall be payable on January 28, 2012. As of September 30, 2011, the outstanding balance with accrued interest was $25,838. No interest was paid as of September 30, 2011.

On February 9, 2011, the Company issued an unsecured convertible promissory note to Amalfi Coast Capital in the amount of $25,000 at 8% simple annual interest rate and at a conversion price of $0.05 per share. The principal balance with accrued interest of this note shall be payable on February 09, 2012. As of September 30, 2011, the outstanding balance with accrued interest was $25, 773. No interest was paid as of September 30, 2011.

On March 17, 2011, the Company issued an unsecured convertible promissory note to Amalfi Coast Capital in the amount of $15,000 at 8% simple annual interest rate and at a conversion price of $0.05 per share. The principal balance with accrued interest of this note shall be payable on March 17, 2012. As of September 30, 2011, the outstanding balance with accrued interest was $15, 345. No interest was paid as of September 30, 2011.

On April 8, 2011, the Company issued an unsecured promissory note in the amount of $7,500 at 8% simple annual interest rate. The principal balance with accrued interest of this note shall be payable on April 8, 2012. As of September 30, 2011, the outstanding balance with accrued interest was $7,636. No interest was paid as of September 30, 2011.

On April 18, 2011, the Company issued an unsecured convertible promissory note to Amalfi Coast Capital in the amount of $15,000 at 8% simple annual interest rate and at a conversion price of $0.05 per share. The principal balance with accrued interest of this note shall be payable on April 18, 2012. As of September 30, 2011, the outstanding balance with accrued interest was $15, 240. No interest was paid as of September 30, 2011.

On May 17, 2011, the Company issued an unsecured convertible promissory note to Amalfi Coast Capital in the amount of $10,000 at 8% simple annual interest rate and at a conversion price of $0.05 per share. The principal balance with accrued interest of this note shall be payable on May 17, 2012. As of September 30, 2011, the outstanding balance with accrued interest was $10,096. No interest was paid as of September 30, 2011.

On June 2, 2011, the Company issued an unsecured promissory note in the amount of $10,000 at 8% simple annual interest rate. The principal balance with accrued interest of this note shall be payable on June 2, 2012. As of September 30, 2011, the outstanding balance with accrued interest was $10,061. No interest was paid as of September 30, 2011.

On June 13, 2011, the Company issued an unsecured convertible promissory note to Amalfi Coast Capital in the amount of $7,500 at 8% simple annual interest rate and at a conversion price of $0.05 per share. The principal balance with accrued interest of this note shall be payable on June 13, 2012. As of September 30, 2011, the outstanding balance with accrued interest was $7,528. No interest was paid as of September 30, 2011.

On June 24, 2011, the Company issued an unsecured convertible promissory note to Amalfi Coast Capital in the amount of $2,500 at 8% simple annual interest rate and at a conversion price of $0.05 per share. The principal balance with accrued interest of this note shall be payable on June, 2012. As of September 30, 2011, the outstanding balance with accrued interest was $2,503. No interest was paid as of September 30, 2011.

On June 28, 2011, the Company issued an unsecured promissory note in the amount of $6,500 at 8% simple annual interest rate. The principal balance with accrued interest of this note shall be payable on June 2, 2012. As of September 30, 2012, the outstanding balance with accrued interest was $6,503. No interest was paid as of September 30, 2011.

On July 1, 2011, the Company issued an unsecured promissory note in the amount of $6,500 at 8% simple annual interest rate. The principal balance with accrued interest of this note shall be payable on July 1, 2012. As of September 30, 2012, the outstanding balance with accrued interest was $6,629. No interest was paid as of September 30, 2011.

On July 21, 2011, the Company issued an unsecured promissory note in the amount of $2,000 at 8% simple annual interest rate. The principal balance with accrued interest of this note shall be payable on July 1, 2012. As of September 30, 2012, the outstanding balance with accrued interest was $2,031. No interest was paid as of September 30, 2011.

On July 26, 2011, the Company issued an unsecured promissory note in the amount of $7,500 at 8% simple annual interest rate. The principal balance with accrued interest of this note shall be payable on July 26, 2012. As of September 30, 2012, the outstanding balance with accrued interest was $7,608. No interest was paid as of September 30, 2011.

On August 5, 2011, the Company issued an unsecured promissory note in the amount of $8,500 at 8% simple annual interest rate. The principal balance with accrued interest of this note shall be payable on August 5, 2012. As of September 30, 2012, the outstanding balance with accrued interest was $8,604. No interest was paid as of September 30, 2011.

On August 8, 2011, the Company issued an unsecured promissory note in the amount of $8,500 at 8% simple annual interest rate. The principal balance with accrued interest of this note shall be payable on August 5, 2012. As of September 30, 2012, the outstanding balance with accrued interest was $8,598. No interest was paid as of September 30, 2011.

On August 24, 2011, the Company issued an unsecured promissory note in the amount of $5,000 at 8% simple annual interest rate. The principal balance with accrued interest of this note shall be payable on August 24, 2012. As of September 30, 2012, the outstanding balance with accrued interest was $5,040. No interest was paid as of September 30, 2011.

On September 13, 2011, the Company issued an unsecured promissory note in the amount of $7,500 at 8% simple annual interest rate. The principal balance with accrued interest of this note shall be payable on September 13, 2012. As of September 30, 2012, the outstanding balance with accrued interest was $7,527. No interest was paid as of September 30, 2011.

As of September 30, 2011, the fair value of the shares underlying the convertible promissory note issued to Explore Anywhere Holding was estimated to be a total of $103,270 using the Black-Scholes pricing model with a volatility of 28% and the following assumptions: no dividend yield, an exercise price of $0.05 per share, a $0.23 current price of the underlying per share, and a risk-free interest rate of 0.00%. In accordance with ASC 470-20, Debt with conversions and other options, the proceeds from the notes were allocated based on the relative fair values of the notes without the warrants issued in conjunction with the notes and the value of the warrants themselves at the time of issuance. Additionally, as a result of issuing the warrants with the convertible promissory notes, a beneficial conversion charge was recorded as a debt discount on each note reflecting the incremental intrinsic value benefit totaling $75,000 at the time of each issuance provided to ExploreAnywhere Holding in connection with the Convertible Note up to and including September 30, 2011. The debt discounts are amortized as interest expense over the life of the notes. The Company recorded interest expense for the Beneficial Conversion Features or BCF in the amounts of $7,123 and $0 for the nine months ended September 30, 2011 and 2010, respectively.

Explore Anywhere Holding Corp., Convertible Notes:

On January 24, 2011, the Company had unsecured convertible promissory notes from Amalfi Coast Capital in the total amount of $75,000 at 8% simple annual interest rate with a conversion price of $.05 per share. At the time the convertible promissory notes were issued, the stock value of the current fair market valued greater than the proceeds of the convertible promissory notes. Accordingly, we recorded a current fair market value of $0.26 per share in January 24, 2011 and $0.23 per share on September 30, 2011, which are greater than the convertible promissory note with a conversion option of $0.05 per share.

Conversion Rights:

Conversion of the notes is at the election of the Note holder upon the occurrence of an Event of Default. The holder of the note shall have the option to convert the outstanding principal amount and all other sums payable under the Note into fully paid and non-assessable shares of Maker's common stock by dividing the principal amount under such Note surrendered for conversion by the conversion price in effect at such time. Events of Default are defined to be (1) failure to make required payments (failure by the Company to pay the principal of the Note within five (5) business days following the date when due), (2) Voluntary Bankruptcy, and (3) Involuntary Bankruptcy.

As of January 24, 2011 the fair value of the shares underlying the convertible promissory note to Explore Anywhere Holding during 2011 was estimated to be $75,000 using the Black-Scholes pricing model with a volatility of 0.00% and the following assumptions: no dividend yield, an exercise price of $0.05 per share, a $0.26 current price of the underlying per share as of February 24, 2011, and a risk-free interest rate of 0.00%. As of September 30, 2011, the fair value of the shares underlying the convertible promissory note issued to Explore Anywhere Holding was estimated to be a total of $110,000 using the Black-Scholes pricing model with a volatility of 28% and the following assumptions: no dividend yield, an exercise price of $0.05 per share, a $0.23 current price of the underlying per share, and a risk-free interest rate of 0.00%. In accordance with ASC 470-20, Debt with conversions and other options, the proceeds from the notes were allocated based on the relative fair values of the notes without the warrants issued in conjunction with the notes and the value of the warrants themselves at the time of issuance. Additionally, as a result of issuing the warrants with the convertible promissory notes, a beneficial conversion charge was recorded as a debt discount on each note reflecting the incremental intrinsic value benefit totaling $75,000 at the time of each issuance provided to ExploreAnywhere Holding in connection with the Convertible Note up to and including September 30, 2011. The debt discounts are amortized as interest expense over the life of the notes. The Company recorded interest expense in the amounts of $7,123 and $0 for the nine months that ended September 30, 2011 and 2010, respectively.

The following is the summary of the notes payable with related accrued interest as of 9/30/2011:

Loan amount		Date of Note	Interest Rate			Interest for the 9 months ended September 30, 2011		Maturity Date

$	50,000	07/06/07		8	%	$	11,956	2/6/2009
	7,500	03/09/10		8	%		299	3/31/2011
	25,000	03/23/10		8	%		997	3/23/2011
	10,000	12/03/10		8	%		399	3/31/2011
	7,500	12/29/10		8	%		299	3/31/2011
	10,000	01/24/11		8	%		346	1/24/2012
	25,000	01/28/11		8	%		844	1/28/2012
	25,000	02/09/11		8	%		778	2/9/2012
	15,000	03/17/11		8	%		348	3/17/2012
	7,500	04/08/11		8	%		151	4/8/2012
	15,000	04/18/11		8	%		302	4/18/2012
	10,000	05/17/11		8	%		202	5/17/2012
	10,000	06/02/11		8	%		202	6/2/2012
	7,500	06/13/11		8	%		151	6/13/2012
	2,500	06/24/11		8	%		50	6/24/2012
	6,500	06/28/11		8	%		131	6/28/2012
	6,500	07/01/11		8	%		130	7/1/2012
	2,000	07/21/11		8	%		31	7/21/2012
	7,500	07/26/11		8	%		108	7/26/2012
	8,500	08/05/11		8	%		104	8/5/2012
	8,500	08/08/11		8	%		99	8/8/2012
	5,000	08/24/11		8	%		41	8/24/2012
	7,500	09/13/11		8	%		28	9/13/2012
$	279,500					$	17,998

(13,853) minus discount of beneficial conversion feature, $265,647

NOTE H – COMMON STOCK

Following is the activity for the Company’s shares of common stock during the nine months ended September 30, 2011:

	Shares
Shares outstanding January 1, 2011		262,500,000
Issued February 4, 2011		2,613,750
Retired February 9, 2011		(233,190,000	)
Shares outstanding September 30, 2011		31,923,750

On February 04, 2011, the Company has acquired ExploreAnywhere, Inc. assets and core technologies such as IP, R&D, and customer relations, etc. and issue 2,613,750 shares of stock to Explore Anywhere, Inc, refer to NOTE E ”Business Combination” above for detail. On February 09, 2011, Fernando Garcia, the Company’s largest shareholder, has retired 233,190,000 of its common stock.

NOTE I - GOODWILL AND INTANGIBLE ASSETS

Goodwill and impairment

The following table presents goodwill balances and the movements during the nine months ended September 30, 2011:

Balance as of December 31, 2010	$	-
Goodwill acquired during the nine months ended September 30, 2011		1,321,884
Impairment charge (during the nine months ended September 30, 2011)		(1,321,884	)

Balance as of September 30, 2011	$	-

As discussed above, goodwill acquired during the quarter ended March 31, 2011 represents the goodwill of $1,321,884 related to the acquisition of the business from ExploreAnywhere, Inc. Refer to Note E “Business Combination” of the Notes to Consolidated Financial Statements for details.

During the quarter year that ended September 30, 2011, the Company evaluated the viability of the software developed by ExploreAnywhere, Inc. The Company’s decision to recognize only nominal value as to the existing software developed by ExploreAnywhere, Inc. due to the lack of competition in the market, lack of demands, lack of design for use in major Internet applications such as Facebook, Twitter and others. Furthermore, management recognized that no future value or revenues are certain or can be guaranteed to be acquired from the software being currently developed by ExploreAnywhere, Inc. The Company considered this change as a triggering event and performed an interim impairment test of goodwill in accordance with ASC 350 as of March 31, 2011.

Goodwill is measured and tested for impairment on an annual basis in the fourth quarter in accordance with the Accounting Standards Codification No. 350 (“ASC 350”), Intangibles–Goodwill and Other, or more frequently if we believe indicators of impairment exist. Triggering events for impairment reviews may include adverse industry or economic trends, restructuring actions, lower projections of profitability, or a sustained decline in market capitalization. The performance of the test involves a two-step process. The first step requires comparing the fair value of the each of our reporting units to its net book value, including goodwill. We have one reporting unit. A potential impairment exists if the fair value of the reporting unit is lower than its net book value. The second step of the process is only performed if a potential impairment exists, and it involves determining the difference between the fair values of the reporting unit’s net assets other than goodwill to the fair value of the reporting unit and if the difference is less than the net book value of goodwill, impairment exists and is recorded.

Based on the results of the first step of the goodwill analysis, it was determined that ExploreAnywhere, Inc.’s net book value exceeded its estimated fair value as there is only highly limited potential for future revenue generated from the ExploreAnywhere, Inc.’s software. As a result, the Company performed the second step of the impairment test to determine the implied fair value of goodwill. Under step two, the difference between the estimated fair value of ExploreAnywhere, Inc. and the sum of the fair value of the identified net assets results in the residual value of goodwill. The results of step two of the goodwill analysis indicated that there would be only $22,000 implied value attributable to goodwill and accordingly, the Company recognized a goodwill impairment charge of $1,299,884 under “Impairment loss on goodwill” under selling, general and administrative expenses in the Consolidated Statements of Operations for the quarter ended March 31, 2011.

Acquisition related intangible assets

The carrying values of the Company’s amortized acquired intangible assets as of the quarter ended September 30, 2011 are as follows:

				Accumulated
				Amortization and
	Gross			Write-off (incurred during the nine months ended September 30, 2011)				Net

Customer relationships acquired during the nine months ended September 30, 2011			20,000			(20,000	)			0

Total		$	20,000		$	(20,000	)		$	0

Critical estimates in valuing certain intangible assets include, but are not limited to: future expected cash flows from customer contracts, customer lists, distribution agreements, acquired developed technologies and patents; expected costs to develop the in-process research and development into commercially viable products and estimating cash flows from the projects when completed. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable.

During the year ended September 30, 2011, management recognized that the existing core technology that the Company purchased from Explore Anywhere, Inc. in February 2011 was not designed to be used in newly evolving major Internet applications such as Facebook, Twitter, and others. And the competitors have much more features than the existing software developed by Explore Anywhere, Inc. Also the new software products, currently under development, are not yet ready for market and have missed expected

software release dates. Since there is no certainty or guarantee that development can be completed or that there will be market acceptance if ever completed, no value can be attributed to these new products under development. As a result, the management recognized that the existing software has highly limited potential for future revenues and that no value can be attributed to the new products under development because there is no certainty or guarantee that development can be completed or that there will be market acceptance if ever completed. The Company recognized a $20,000 “Impairment loss on acquisition-related intangible assets” at Explore Anywhere, Inc., under “Selling, general and administrative” in the Consolidated Statement of Operations for the quarter that ended March 31, 2011.

NOTE J – SEGMENT INFORMATION

The Company is organized as, and operates in, one reportable segment: the development and sale of specialty respiratory products. The Company’s chief operating decision-maker is its Chief Executive Officer. The Company’s Chief Executive Officer reviews financial information presented on a consolidated basis for purposes of evaluating financial performance and allocating resources, accompanied by information about revenue by geographic regions. The Company’s assets are primarily located in the United States of America and not allocated to any specific region and it does not measure the performance of its geographic regions based upon asset-based metrics. Therefore, geographic information is presented only for revenue. Revenue by geographic region is based on the ship to address on the customer order.

The following present total revenue by geographic region for the six months period ended June 30, 2011 and for the nine months period ended September 30, 2010:

	Six Months Ended June 30,		Nine Months Ended September 30,
	2011		2011
Revenues:
United States - product sales	$	4,214	$	1,689

Total revenues	$	4,214	$	1,689

NOTE K – GOING CONCERN

The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America and applicable to a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

As of September 30, 2011, the Company has incurred net operating losses of $1,617,968 for the nine months and the nine months then ended. The Company has a working capital deficit of $396,070 as of September 30, 2011.

During the next 12 months, the Company’s foreseeable cash requirements will relate to continual development of the operations of its business, maintaining its good standing, making the requisite filings with the Securities and Exchange Commission, and the payment of expenses associated with reviewing or investigating any potential business ventures. The Company may experience a cash shortfall and be required to raise additional capital. Historically, it has relied upon internally generated funds and funds from the sale of shares of stock and loans from its shareholders and private investors to finance its operations and growth. Management may raise additional capital through future public or private offerings of the Company’s stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Company’s failure to do so could have a material and adverse effect upon it and its shareholders.

The Company has a series of plans to mitigate the going concern:

Management expected to seek potential investors and other business opportunities from all known sources. Management’s efforts are ongoing to complete the development of new software products in order to bring these products currently in development to the marketplace.

Furthermore, management’s efforts are ongoing to enhance the Company’s Internet visibility towards potential customers through search engine optimization (SEO).

Legal Proceedings

The Company is not presently involved in any legal proceedings and was not involved in any such legal proceedings during the nine months that ended September 30, 2011.

Indemnification

Under the indemnification provisions of the Company’s customer agreements, the Company agrees to indemnify and defend its customers against infringement of any patent, trademark, or copyright of any country or the misappropriation of any trade secret, arising from the customers’ legal use of the Company’s services. Exposure to the Company under these indemnification provisions is generally limited to the total amount paid by the customers under pertinent agreements. However, certain indemnification provisions potentially expose the Company to losses in excess of the aggregate amount received from the customer. To date, there have been no claims against the Company or its customers pertaining to such indemnification provisions and no amounts have been recorded.

NOTE L – SUBSEQUENT EVENTS

Management has reviewed material events subsequent of the nine months ended September 30, 2011 and prior to the filing of financial statements in accordance with FASB ASC 855 “Subsequent Events”. No additional disclosures required.

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

Forward-Looking Statements

This section of this quarterly report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

As used in this quarterly report, the terms "we", "us", "our", "our company" means Explore Anywhere Holding Corp., unless otherwise indicated.

General Overview

Our company’s name is Explore Anywhere Holding Corp. The company was incorporated on April 3, 1996 in the State of Nevada as Jubilee Trading Corp. On March 3, 2002, we filed Articles of Amendment to the company’s Articles of Incorporation with the Nevada Secretary of State to change its name from Jubilee Trading Corp. to PorFavor Corp. On September 22, 2010, we changed the company’s name to Explore Anywhere Holding Corp.

Since inception until March 2010, we operated as a broker of structural wood materials. In March 2010, our former CEO/President, Mr. Boyd Appelgate started to suffer from ill-health and our operations underwent a slow and consistent demise. We therefore decided to change our business focus and look for other opportunities and discontinue the sale of structural wood materials. We identified a target company in the area of computer monitoring software, known as ExploreAnywhere, Inc. We closed on the acquisition of ExploreAnywhere on February 4, 2011.

ExploreAnywhere is in the business of selling computer monitoring software, specializing in offering computer monitoring solutions for parents, corporations and educational facilities. Our company’s business is more fully described below.

Plan of Operation for the Next Twelve (12) Months

The following discussion of the plan of operation, financial condition, results of operations, cash flows and changes in financial position should be read in conjunction with our most recent financial statements and notes filed on PinkSheets.com and also on the Securities and Exchange Commission’s website.

Our ability to continue operations will be dependent upon the successful completion of additional long-term or permanent equity financing, the support of creditors and shareholders, and, ultimately, the achievement of profitable operations. There can be no assurances that we will be successful, which would in turn significantly affect our ability to be successful in our new business plan. If not, we will likely be required to reduce operations or liquidate assets. We will continue to evaluate our projected expenditures relative to our available cash and to seek additional means of financing in order to satisfy our working capital and other cash requirements.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Liquidity and Capital Resources

At September 30, 2011, we had working capital deficit of $415,193 (December 31, 2010: $14,122). At September 30, 2011 our assets consisted of cash of $1,062, compared to no assets as of December 31, 2010.

At September 30, 2011, our total current liabilities were $415,193, compared to $14,122 as at December 31, 2010. The reason for the increase in our current liabilities was the increase of our operations caused by the acquisition of ExploreAnywhere Inc.

As of November 12, 2011, our cash balance is approximately $4,222, which will meet our operating requirements for only one (1) week. We do not have any lending arrangements in place with banking or financial institutions and we do not anticipate that we will be able to secure these funding arrangements in the near future. We may attempt to sell additional equity shares or issue debt to support our operations. Any sale of additional equity securities will result in dilution to our stockholders. There can be no assurance that additional financing will be available to us or, if available to us, on acceptable terms.

Result of Operations

Comparison of the Nine Months ended September 30, 2011 and September 30, 2010.

Revenue

We recognized $5,903 in revenue for the nine (9) months ended September 30, 2011 (September 30, 2010: Nil). Cost of goods sold for the nine (9) months ended September 30, 2011, were Nil (September 30, 2009: Nil), resulting in a gross profit of $5,903 (September 30, 2010: Nil).

We experience no sales and no gross margin this quarter due to the fact that our operations became virtually non-existent. Our short and long term survival was dependent on our prior CEO/President, Mr. Boyd Applegate, who had to resign from such positions due to failing health. As a result, we are looking at other industries and businesses to venture into that are commensurate with the experience of current management.

Costs and Expenses

For the nine (9) months ended September 30, 2011, operating expenses were $1,527,198 (Nil for the nine (9) months end September 30, 2010). The increase was principally due to the discontinuance of our prior business and the consolidation of our subsidiary ExploreAnywhere, Inc., which we acquired in February 2011.

Operating expenses during the nine (9) months ended September 30, 2010, consisted of general and administration of $1,518,354 and sales and marketing of $8,843.

During the nine (9) month period ended September 30, 2011, we recognized a net loss of $1,611,629 compared to a net loss of nil for the nine-month period ended September 30, 2010. The increased loss of $1,611,629 was due to an increase in our activities over the prior period as discussed above.

From inception to September 30, 2011, we have incurred an accumulated deficit of $2,434,029 (December 31, 2010: $822,330).

We will have to raise an additional $150,000 to meet all of our operating needs for the next 12 months. We do not have any lending arrangements in place with banking or financial institutions and we do not anticipate that we will be able to secure these funding arrangements in the near future. We may attempt to sell additional equity shares or issue debt to support our operations. Any sale of additional equity securities will result in dilution to our stockholders. There can be no assurance that additional financing will be available to us or, if available to us, on acceptable terms.

We believe our market risk exposures arise primarily from exposures to fluctuations in interest rates. We do not use derivative financial instruments to manage risks or for speculative or trading purposes.

Comparison of the Three Months ended September 30, 2010 and September 30, 2011.

Revenue

We recognized $1,689 in revenue for the quarter ended September 30, 2011 (September 30, 2010: Nil). Cost of goods sold for the quarter ended September 30, 2011, were Nil (September 30, 2010: Nil), resulting in a gross profit of $1,689 (September 30, 2010: $0).

Costs and Expenses

For the quarter ended September 30, 2011, operating expenses were $66,743 ($0 for the quarter end September 30, 2010). The increase was principally due to the discontinuance of our prior business and the consolidation of our subsidiary ExploreAnywhere, Inc., which we acquired in February 2011.

Operating expenses during the three (3) months ended September 30, 2010, consisted of general and administration of $60,929 and sales and marketing of $5,814.

During the three (3) month period ended September 30, 2011, we recognized a net loss of $89,360 compared to a net loss of nil for the nine-month period ended September 30, 2010. The increased loss of $89,360 was due to an increase in our activities over the prior period as discussed above.

Off Balance Sheet Arrangements.

None.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES.

Under the supervision and with the participation of our management, including the Principal Executive Officer and Principal Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that these disclosure controls and procedures are effective. There were no changes in our internal control over financial reporting during the quarter ended September 30, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

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

Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. [REMOVED AND RESERVED]

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS.

The following documents are included herein:

Exhibit No.		Document Description

31.1		Section 302 Certification – President and principal executive officer.

31.2		Section 302 Certification – CFO, principal financial officer and principal accounting officer.

32.1		Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – President and principal executive officer.

32.2		Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – CFO, principal financial officer and principal accounting officer.

101		Interactive Data Files pursuant to Rule 405 of Regulation S-T.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities on this 19th day of January, 2011.

	EXPLORE ANYWHERE HOLDING CORP.



Date: November 14, 2011	/s/ Bryan Hammond
	BRYAN HAMMOND
	President and Member of the Board of Directors
	(Principal Executive Officer)



Date: November 14, 2011	/s/ Khris Thetsy
	KHRIS THETSY
	CFO (Principal Financial and Principal Accounting Officer)

MULTIMEDIA PLATFORMS INC. - FORM 10-Q - November 14, 2011

Attached files

MULTIMEDIA PLATFORMS INC. Reports