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EX-31.2 - EXHIBIT 31.2 - Myriad Interactive Media, Inc.ex31_2.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 September 30, 2011
 
[  ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
 
For the transition period from __________ to__________
 
Commission File Number: 000-27645

 

Myriad Interactive Media, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware 88-0258277
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)

 

7 Ingram Drive, Suite 128, Toronto, Ontario, Canada M6M 2L7
(Address of principal executive offices)

 

(888) 648-9366 Ext. 2
(Registrant’s telephone number)

 

_____________________________________________________________

(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 [X] 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). [ ] Yes [X] No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

 

[ ] Large accelerated filer Accelerated filer [ ] Non-accelerated filer
[X] Smaller reporting company

 

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

 

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 44,306,877 as of November 15, 2011.

 

 

TABLE OF CONTENTS

 

 

 
  Page
 
PART I – FINANCIAL INFORMATION
 
Item 1: Financial Statements 3
Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations 4
Item 3: Quantitative and Qualitative Disclosures About Market Risk
Item 4: Controls and Procedures
 
PART II – OTHER INFORMATION
 
Item 1: Legal Proceedings
Item 1A: Risk Factors
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds
Item 3: Defaults Upon Senior Securities
Item 4: (Removed and Reserved)
Item 5: Other Information
Item 6: Exhibits
2

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

Our financial statements included in this Form 10-Q are as follows:

 

F-1 Balance Sheet as of September 30, 2011 (unaudited) and June 30, 2011
F-2 Statements of Operations for the three months ended September 30, 2011 and 2010 and period from Inception to September 30, 2011 (unaudited)
F-3 Statements of Cash Flows for the three months ended September 30, 2011 and 2010 and period from Inception to September 30, 2011 (unaudited)
F-4 Notes to Financial Statements

 

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended September 30, 2011 are not necessarily indicative of the results that can be expected for the full year.

3

MYRIAD INTERACTIVE MEDIA, INC.

(FKA IVANY NGUYEN, INC.)

(An Exploration Stage Company)

Balance Sheets

 

ASSETS
   September 30,  June 30,
   2011  2011
   (unaudited)   
CURRENT ASSETS          
           
Cash  $7,783   $26,323 
Prepaid expenses   8,482    26,630 
           
Total Current Assets   16,265    52,953 
           
EQUIPMENT, net   —      —   
           
TOTAL ASSETS  $16,265   $52,953 
           
           
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
           
CURRENT LIABILITIES          
           
Accounts payable  $80,078   $65,287 
Due to shareholder   987    527 
           
Total Current Liabilities   81,065    65,814 
           
STOCKHOLDERS' EQUITY (DEFICIT)          
           
Preferred stock; 10,000,000 shares authorized, at $0.001 par value, none issued or outstanding and outstanding   —      —   
Common stock; 200,000,000 shares authorized, at $0.001 par value, 44,206,877 shares issued and outstanding, respectively   44,207    44,207 
Additional paid-in capital   10,896,972    10,896,972 
Deficit accumulated during the exploration stage   (11,005,979)   (10,954,040)
           
Total Stockholders' Equity (Deficit)   (64,800)   (12,861)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)  $16,265   $52,953 

 

 

The accompanying notes are an integral part of these financial statements.

F-1

MYRIAD INTERACTIVE MEDIA, INC.

(FKA IVANY NGUYEN, INC.)

(An Exploration Stage Company)

Statements of Operations

(unaudited)

 

         From Inception
  For the Three Months Ended   Through
  September 30,  September 30, 
   2011  2010  2011
REVENUES  $3,169   $—     $3,169 
OPERATING EXPENSES               
Exploration   —      —      170,873 
Professional fees   44,441    217,364    1,615,800 
General and administrative   10,667    18,779    2,273,286 
Impairment of mining properties   —      —      545,221 
Depreciation   —      505    6,064 
Total Operating Expenses   55,108    236,648    4,611,244 
LOSS FROM OPERATIONS   (51,939)   (236,648)   (4,608,075)
INCOME TAX EXPENSE   —      —      —   
LOSS FROM CONTINUING OPERATIONS   (51,939)   (236,648)   (4,608,075)
DISCONTINUED OPERATIONS   —      —      (6,397,904)
NET LOSS  $(51,939)  $(236,648)  $(11,005,979)
BASIC LOSS PER SHARE  $(0.00)  $(0.01)     
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING   44,206,877    39,809,075      

 

 

The accompanying notes are an integral part of these financial statements.

F-2

MYRIAD INTERACTIVE MEDIA, INC.

(FKA IVANY NGUYEN, INC.)

(A Development Stage Company)

Statements of Cash Flows

(unaudited)

 

        From Inception
  For the Three Months Ended   Through
  September 30,  September 30, 
  2011  2010  2011
OPERATING ACTIVITIES         
Net loss  $(51,939)  $(236,648)  $(11,005,979)
 Adjustments to reconcile net loss to net cash used by operating activities:               
Discountinued operations   —      —      6,215,341 
Value of options granted   —      —      1,758,233 
Common stock issued for services   —      150,000    466,250 
Depreciation   —      506    6,064 
Impairment of mining properties   —      —      545,221 
Changes in operating assets and liabilities:               
(Increase) decrease in prepaid expenses   18,148    —      (8,942)
Due to shareholders   460    —      987 
Increase (decrease) in accounts payable   14,791    (13,811)   80,538 
Net Cash Used in Operating Activities   (18,540)   (99,953)   (1,942,287)
INVESTING ACTIVITIES               
Purchase of mineral properties   —      —      (447,113)
Purchase of computer equipment   —      —      (6,064)
Net Cash Used in Investing Activities   —      —      (453,177)
FINANCING ACTIVITIES               
Proceeds from common stock   —      55,000    2,403,247 
Repayment of notes payable   —      —      (40,247)
Proceeds from notes payable   —      —      40,247 
Repayment to shareholder   —      —      (160,962)
Borrowings from shareholder   —      —      160,962 
Net Cash Provided by Financing Activities   —      55,000    2,403,247 
NET INCREASE (DECREASE) IN CASH   (18,540)   (44,953)   7,783 
CASH AT BEGINNING OF PERIOD   26,323    69,461    —   
CASH AT END OF PERIOD  $7,783   $24,508   $7,783 
SUPPLEMENTAL DISCLOSURES OF               
CASH FLOW INFORMATION               
CASH PAID FOR:               
Interest  $—     $—     $—   
Income Taxes  $—     $—     $—   
NON CASH FINANCING ACTIVITIES:               
Common stock issued for mineral properties  $—     $—     $98,108 
Common stock issued for prepaid expenses   —      —      72,000 

 

 

The accompanying notes are an integral part of these financial statements.

F-3

MYRIAD INTERACTIVE MEDIA, INC.

(fka IVANY NGUYEN, INC.)

Notes to the Financial Statements

September 30, 2011 and June 30, 2011

 

NOTE 1 - CONDENSED FINANCIAL STATEMENTS

 

On July 6, 2011, the Company’s board of directors approved a merger with its wholly-owned subsidiary, Myriad Acquisition Corp.  As part of the merger with the wholly owned subsidiary, the Company’s board authorized a change in the name of the company to “Myriad Interactive Media, Inc.” 

 

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at September 30, 2011 and for all periods presented herein, have been made.

 

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's June 30, 2011 audited financial statements. The results of operations for the period ended June 30, 2011 is not necessarily indicative of the operating results for the full year.

 

NOTE 2 - GOING CONCERN

 

The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. During the three months ended September 30, 2011, the Company realized a net loss of $51,939 and has incurred an accumulated deficit of $11,005,979. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

 

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

 

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

NOTE 3 – RELATED PARTY TRANSACTIONS

 

The Company currently has consulting agreements with two of the Company’s officers. Each agreement authorizes each member to receive $6,000 per month in consulting fees along with reimbursement of expenses incurred on the Company’s behalf. During the three months ended September 30, 2011 the Company paid $30,148 in combined fees and expense reimbursements to these two officers.

 

NOTE 4 – CAPITAL STOCK TRANSACTIONS

 

Preferred stock

The authorized preferred stock is 10,000,000 shares with a par value of $0.001. As of September 30, 2011, the Company has no shares of preferred stock issued or outstanding.

F-4

NOTE 4 – CAPITAL STOCK TRANSACTIONS (CONTINUED)

 

Common stock

The authorized common stock is 200,000,000 shares with a par value of $0.001. As of September 30, 2011, 44,206,877 shares were issued and outstanding, respectively.

 

During the year ended June 30, 2007, the Company completed a reverse split on its common stock from 500 shares to 1 share. The reverse stock split is reflected on a retroactive basis.

 

During the year ended June 30, 2008, the Company issued 5,055,845 shares of its common stock for cash of $1,278,247. The Company also issued 20,150,000 shares of its common stock for mineral properties valued at $98,108. The Company issued 2,500,000 options valued at $1,528,233.

 

During the year ended June 30, 2008, the Company issued 5,055,845 shares of its common stock for cash of $1,278,247. The Company also issued 20,150,000 shares of its common stock for mineral properties valued at $98,108. The Company issued 2,500,000 options valued at $1,528,233.

 

During the year ended June 30, 2009, the Company issued 10,200,000 shares of its common stock for $510,000 cash. Of this, $19,000 was recorded as a stock subscription payable because the shares were not issued until after the end of the fiscal year. During this year the Company also issued 100,000 common shares for options exercised at $0.05 per share.   An additional 300,000 shares of common stock were issued for services at $0.91 per share based on the market value of the stock on the date of issuance.

 

During the year ended June 30, 2010, the Company issued 600,000 shares of common stock for $30,000 cash. During this year the Company also issued 380,000 in fulfillment of the $19,000 stock subscription payable recorded in the previous year and 2,225,000 shares of common stock for options exercised at $0.10 per share. The Company also issued 225,000 common shares to a public relations and marketing firm as compensation for services performed valued at $0.17 per share based on the stock price on the date of issuance. During the 2010 fiscal year the Company issued 1,000,000 warrants with a fair value of $230,000 in exchange for services. The fair value of the warrants was determined using the Black-Scholes valuation model under the assumptions detailed in Note 7.

 

During the year ended June 30, 2011, the Company issued 550,000 shares of common stock for $55,000 cash to warrant holders upon the exercise of the warrants. The Company also issued 750,000 shares of common stock to a consultant for services performed. The stock was valued at $75,000 based on the per share trading price on the grant date. The Company also issued 400,000 shares of common stock to two consultants for consulting services to be provided over a term of one year. The stock was valued at $80,000 based on the per share trading price on the grant date. The services are being expensed over the twelve month contract. The remaining balance of the prepaid consulting fees was $26,630 as of June 30, 2011. During the year ended June 30, 2011, the Company also issued 3,000,000 shares of common stock with 3,000,000 attached warrants for cash proceeds of $300,000. The warrants are exercisable for a two year period at an exercise price of $0.15. The Company valued these warrants using the Black-Scholes valuation model using the assumptions detailed in footnote 7 and attributed a total of $148,377 of the total $300,000 proceeds to the warrants based on their relative fair value.

 

NOTE 5 – STOCK OPTIONS AND WARRANTS

 

The estimated value of the compensatory common stock purchase warrants granted to non-employees in exchange for services and financing expenses is determined using the Black-Scholes evaluation model.

 

On June 10, 2010, the Company entered into an Investor Relations Agreement for investor and public relations services.  The services will include organizing presentations in several European cities, assistance with coverage in the German financial media, and certain shareholder relations matters. Under the Agreement, the Company agreed to compensate the consultant with options to purchase 1,000,000 shares of our common stock at an exercise price of $0.20 per share.  

F-5

 

NOTE 5 – STOCK OPTIONS AND WARRANTS (CONTINUED)

 

During the years ended June 30, 2011 and 2010, the estimated value of the compensatory common stock purchase warrants granted to non-employees in exchange for services and financing expenses was determined using the Black-Scholes pricing model and the following assumptions: expected term of 2-5 years, a risk free interest rate of 2.05-3.35%, a dividend yield of 0% and volatility of 90-907%. The amount of the expense charged to operations for compensatory options and warrants granted in exchange for services was $1,758,233.

 

During the year ended June 30, 2011 no compensatory common stock purchase options were granted. On October 17, 2010, the Company issued 1,000,000 warrants in conjunction with common stock sold for cash. These warrants have a two year life and an exercise price of $0.15. The Company calculated a relative fair value for these warrants based on a volatility of 142%, a risk-free interest rate of .37% and a stock price on the date of issuance of $0.20.

 

Additionally, on December 3, 2010, the Company issued 2,000,000 warrants in conjunction with common stock sold for cash. These warrants have a two year life and an exercise price of $0.15. The Company calculated a relative fair value for these warrants based on a volatility of 147%, a risk-free interest rate of .49% and a stock price on the date of issuance of $0.12.

 

Changes in stock purchase warrants issued through September 30, 2011 were as follows:

 

      Weighted   
   Number  Average  Value
   Of  Exercise  if
   Options  Price  Exercised
Outstanding, June 30, 2009   2,400,000    0.10   $240,000 
Exercisable, June 30, 2009   2,400,000    0.10    240,000 
                
Granted   —      —      —   
Exercised   1,000,000    0.20    200,000 
Cancelled   (2,400,000)   0.10    (240,000)
Outstanding, June 30, 2010   1,000,000    0.20    200,000 
Exercisable, June 30, 2010   1,000,000    0.20    200,000 
                
Granted   1,000,000    0.20    200,000 
Exercised   —      —      —   
Cancelled   —      —      —   
Outstanding, June 30, 2011   1,000,000    0.20    200,000 
Exercisable, June 30, 2011   1,000,000    0.20    200,000 
                
Granted   —      —      —   
Exercised   —      —      —   
Cancelled   —      —      —   
Outstanding, September 30, 2011   1,000,000   $0.20   $200,000 
Exercisable, September 30, 2011   1,000,000   $0.20   $200,000 

 

F-6

NOTE 5 – STOCK OPTIONS AND WARRANTS (CONTINUED)

 

Changes in stock purchase warrants during the years ended June 30, 2011 and 2010 are as follows:

 

      Weighted   
   Number  Average  Value
   Of  Exercise  if
   Warrants  Price  Exercised
Outstanding, June 30, 2009   5,055,845    0.25   $1,278,247 
Exercisable, June 30, 2009   5,055,845    0.25    1,278,247 
                
Granted   23,819,613    0.10    2,381,961 
Exercised   (2,250,000)   0.10    (225,000)
Cancelled   (5,055,845)   0.25    (1,278,247)
Outstanding, June 30, 2010   21,569,613    0.10    2,156,961 
Exercisable, June 30, 2010   21,569,613    0.10    2,156,961 
                
Granted   3,000,000    0.15    150,000 
Exercised   (550,000)   0.15    (55,000)
Cancelled   —      0.10    —   
Outstanding, June 30, 2011   24,019,613    0.11    2,551,961 
Exercisable, June 30, 2011   24,019,613    0.11    2,551,961 
                
Granted   —      —      —   
Exercised   —      —      —   
Cancelled   —      —      —   
Outstanding, September 30, 2011   24,019,613   $0.11   $2,551,961 
Exercisable, September 30, 2011   24,019,613   $0.11   $2,551,961 

 

NOTE 6 – SUBSEQUENT EVENTS

 

In accordance with ASC 855, Company management reviewed all material events through the date these financial statements were issued, and has determined that there are no additional material subsequent events to report.

 

F-7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Forward-Looking Statements

 

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

 

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

 

Description of Business

 

We are a Delaware corporation formed on July 13, 1999. Our principal executive offices are located at 7 Ingram Drive, suite 128 Toronto, Ontario, Canada M6M 2L7. Our telephone number is 1-888 648-9366 EXT 2. On July 6, 2011, we changed our name to Myriad Interactive Media, Inc. Concurrently with the name change, we shifted our focus to the development of a search engine and social media marketing business. We have formed an interactive marketing team consisting of industry experts in search engine marketing and social media marketing. We plan to manage complex search programs and offer strategic insight into the design, development, launch and maintenance of such programs. In addition, we are focusing on the development of interactive media websites and plan to enter the mobile application market in the near future.

 

We will need to raise approximately $250,000 in new capital in the short-term to put together a working environment for our team to assemble together for efficient production and growth. Our new business venture will earn revenue from marketing campaign development and management, web and media design and development, and interactive application development.

 

Prior to shifting our focus toward search engine and social media marketing, we were working on the development of a bamboo plantation and harvesting venture in Attapeu province in Laos PDR. In the summer of 2011, a company called Sino Forest in Canada was accused of misrepresenting their operations in the Chinese forestry sector. The negative attention to the industry cased by the Sino Forest scandal caused a significant devaluation in our potential industry peers and competitors in this sector. As a result, we were unable to raise additional funds necessary to continue development of our bamboo project in Laos and were unable to make certain required trust deposits with the provincial government. Due to these developments, we were forced to abandon the project.

 

4

Results of operations for the three months ended September 30, 2011 and 2010, and for the period from inception through September 30, 2011

 

During the three months ended September 30, 2011, we earned revenue of $3,169. We incurred expenses in the amount of $51,939 for the three months ended September 30, 2011, resulting in a net loss for the quarter of $51,939. By comparison, we earned no revenue and had expenses and a net loss of $236,648 for the three months ended September 30, 2010. Our expenses during the three months ended September 30, 2011 and the three months ended September 30, 2010 consisted primarily of professional fees and general and administrative expenses. We have incurred total expenses and a net loss of $4,608,075 from the inception of our current operations through September 30, 2011.

 

Our losses are attributable to operating expenses together with a lack of any revenues. We anticipate our operating expenses will increase as we continue with our plan of operations

 

Liquidity and Capital Resources

 

As of September 30, 2011, we had total current assets of $16,625, consisting of cash in the amount of $7,783 and prepaid expenses in the amount of $8,482. As September 30, 2011, we had currently liabilities of $81,605, consisting almost entirely of accounts payable. Accordingly, we had a working capital deficit of $64,980. We have not attained profitable operations and are dependent upon obtaining financing to pursue significant development and expansion of our planned search engine and social media marketing business. We will need to raise approximately $250,000 in new capital in the short-term to put together a working environment for our team to assemble together for efficient production and growth. Although we are engaged in efforts to raise additional equity capital, we currently do not have any firm arrangements for the required equity financing and we may not be able to obtain such financing when required, in the amount necessary, or on terms that are financially feasible.

 

Off Balance Sheet Arrangements

 

As of September 30, 2011, there were no off balance sheet arrangements.

 

Going Concern

 

We have not attained profitable operations and are dependent upon obtaining financing to pursue significant business development activities. We have incurred cumulative net losses of $11,005,979 since our inception and require capital for our contemplated operational and marketing activities to take place. Our ability to raise additional capital through the future issuances of the common stock is unknown. The obtainment of additional financing, the successful development of our contemplated plan of operations, and our transition, ultimately, to the attainment of profitable operations are necessary for us to continue operations. For these reasons, our auditors stated in their report that they have substantial doubt we will be able to continue as a going concern.

 

Critical Accounting Policies

 

In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Currently, we do not believe that any accounting policies fit this definition.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

A smaller reporting company is not required to provide the information required by this Item.

 

5

Item 4. Controls and Procedures

 

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of March 31, 2011. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, Derek Ivany. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2011, our disclosure controls and procedures are not effective. There have been no changes in our internal controls over financial reporting during the quarter ended September 30, 2011.

 

Management determined that the material weaknesses that resulted in controls being ineffective are primarily due to lack of resources and number of employees. Material weaknesses exist in the segregation of duties required for effective controls and various reconciliation and control procedures not regularly performed due to the lack of staff and resources.

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

 

Limitations on the Effectiveness of Internal Controls

 

Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error.   Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

 

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PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

 

Item 1A: Risk Factors

 

A smaller reporting company is not required to provide the information required by this Item.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None

 

Item 3. Defaults upon Senior Securities

 

None

 

Item 4. Removed and Reserved

 

Item 5. Other Information

 

None

 

Item 6. Exhibits

 

Exhibit Number Description of Exhibit
31.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Officer and Chief 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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SIGNATURES

 

In accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Myriad Interactive Media, Inc.
 
Date: November 15, 2011
   
 

By: /s/ Derek Ivany

Derek Ivany

Title: Chief Executive Officer, Principal Executive Officer, Chief Financial Officer, Principal Accounting Officer, and Director

 

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