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EX-31.1 - RULE 13A-14(A) / 15D-14(A) - AFFINITY MEDIAWORKS CORPf10q_311-affw.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 October 31, 2012
 
or
 
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from _______ to _______.
 
Commission file number 000-53625
 
 
AFFINITY MEDIAWORKS CORP.
(Exact name of registrant as specified in its charter)
 

Nevada
 
75-3265854
(State or other jurisdiction
 
(I.R.S. Employer Identification No.)
 of icorporation or organization)    

5460 Lake Road
   
Tully, New York
 
13159
(Address of principal executive offices)
 
(Zip Code)

Registrant's telephone number including area code (315) 727-5788

 
(Former Name or Former Address, if changed since last report)

Check 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    Noo
   
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 o
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes o No x
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one)
 
 
 Large accelerated filer o
   
 Accelerated filer  o
 
 
 Non-accelerated filer o   (Do not check if a smaller reporting company)
   
 Smaller reporting company x
 
           
 
APPLICABLE ONLY TO CORPORATE ISSUERS
As of the period ended in this report, October 31, 2012, the registrant had 100,046 shares of common stock outstanding.
As of the date of filing, November 28, 2012, the registrant had 100,046 shares of common stock outstanding.
 
1

 
 
AFFINITY MEDIAWORKS CORP.
 
FORM 10-Q
 

 
Item #
 
Description
 
Page Numbers
           
   
PART I
 
 
 
           
ITEM 1
 
FINANCIAL STATEMENTS
 
 
 
    Balance Sheets as of October 31, 2012 (Unaudited) and January 31, 2012     3  
    Statements of Operations      
    For the three months ended October 31, 2012 and October 31, 2011 (Unaudited)      
    For the nine months ended October 31, 2012 and October 31, 2011 (Unaudited)    4  
    For the cumulative period period from December 17, 2007 (Inception) to October 31, 2012 (Unaudited)      
    Statements of Cash Flows (Unaudited)    5  
    For the nine months ended October 31, 2012 and October 31, 2011      
    For the cumulative period from December 17, 2007 (Inception) to October 31, 2012 (Unaudited)    6  
    Notes to Financial Statements (Unaudited)    7  
           
ITEM 2
 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
12
 
           
ITEM 3
 
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
 16
 
           
ITEM 4
 
CONTROLS AND PROCEDURES
 
17
 
           
   
PART II
 
 
 
           
ITEM 1
 
LEGAL PROCEEDINGS
 
18
 
           
ITEM 2
 
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
18
 
           
ITEM 3
 
DEFAULTS UPON SENIOR SECURITIES
 
18
 
           
ITEM 4
 
MINE SAFETY DISCLOSURES
 
18
 
           
ITEM 5
 
OTHER INFORMATION
 
18
 
           
ITEM 6
 
EXHIBITS
 
19
 
           
   
SIGNATURES
 
20
 
           
EXHIBIT 31.1
       
           
EXHIBIT 32.1
       
 
 
 
2

 
 
PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS AND NOTES TO FINANCIAL STATEMENTS
 
 
     
Page Numbers
  Balance Sheets as of October 31, 2012 (Unaudited) and January 31, 2012     3  
  Statements of Operations      
  For the three months ended October 31, 2012 and October 31, 2011 (Unaudited)      
  For the nine months ended October 31, 2012 and October 31, 2011 (Unaudited)    4  
  For the cumulative period period from December 17, 2007 (Inception) to October 31, 2012 (Unaudited)      
  Statements of Cash Flows (Unaudited)      
  For the nine months ended October 31, 2012 and October 31, 2011    5  
  For the cumulative period from December 17, 2007 (Inception) to October 31, 2012 (Unaudited)      
  Notes to Financial Statements (Unaudited)    6  
         
 
 
 

 
 
AFFINITY MEDIAWORKS CORP.
(Formerly Green Bikes Rental Corporation)
(A Development Stage Company)
BALANCE SHEETS
(Unaudited)
   
(Unaudited)
   
(Unaudited)
 
     July 31,      January 31,  
   
2012
   
2012
 
             
ASSETS
  $ -     $ 6  
Cash
               
                 
  Total Assets
  $ -     $ 6  
                 
                 
LIABILITIES & STOCKHOLDERS' DEFICIT
               
  Current Liabilities:
               
  Accounts Payable
  $ 618     $ 13,039  
  Accounts Payable - Related Party
    1,500       -  
  Interest Payable - Related Party
    119       -  
  Notes Payable - Related Party
    5,102       -  
                 
  Total Liabilities
    7,339       13,039  
                 
                 
  Stockholder's Equity (Deficit)
               
                 
  Preferred Stock, 10,000,000 shares Authorized; $0.00001 par value                
  0 shares Issued and Outstanding as of October 31,2012 and January 31, 2012     -       -  
  Common Stock, 190,000,000 shares Authorized; $0.00001 par value
               
  100,046 shares and 64,808 Issued and Outstanding as of October 31,2012 and January 31, 2012 respectively
    1       1  
  Stock Payable
            608,400  
  Additional Paid-In Capital
    2,659,801       359,238  
  Deficit Accumulated During the Development Stage
    (2,667,141 )     (981,175 )
 
               
  Total Stockholder's Equity (Deficit)
    (7,339 )     (13,033 )
                 
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)
  $ -     $ 6  
                 
The accompanying notes are an integral part of these unaudited financial statements

 
 

 
 
AFFINITY MEDIAWORKS CORP.
(Formerly Green Bikes Rental Corporation)
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
                               
   
For the Three
   
For the Three
   
For the Nine
   
For the Nine
   
December 17, 2007
 
   
Months Ended
   
Months Ended
   
Months Ended
   
Months Ended
   
(Date of Inception) to
 
   
October 31, 2012
   
October 31, 2011
   
October 31, 2012
   
October 31, 2011
   
October 31, 2012
 
                               
Operating Expenses:
                             
Consulting services
  $ 750       750     $ 2,250     $ 2,250     $ 41,096  
General and Admininstrative
    897       -       1,682,379       -       1,695,535  
Rent
    750       750       2,250       2,250       14,500  
Legal and Accounting
    2,250       400       3,850       1,606       71,829  
Management Fees
    -       -       -       -       240,000  
Loss on Acquision of Note Receivable
    -       -       -       60,000       608,400  
Total Operating Expenses
    4,897       1,900       1,690,729       66,106       2,671,360  
Operating Loss
    (4,897 )     (1,900 )     (1,690,729 )     (66,106 )     (2,671,360 )
                                         
Other Income (Expense):
                                       
Interest Expense
    (116 )     -       (119 )     -       (663 )
Gain on Accounts Payable Debt Forgiveness
    -       -       4,882               4,882  
                                         
 Net Loss
  $ (5,013 )   $ (1,900 )   $ (1,685,966 )   $ (66,106 )   $ (2,667,141 )
 Basic & Diluted Loss per Common Share
  $ (0.05 )   $ (0.03 )   $ (22.17 )   $ (1.02 )        
                                         
Weighted Average Common Shares
                                 
 Outstanding
    97,909       64,808       76,049       64,808          
                                         
The accompanying notes are an integral part of these unaudited financial statements  

 
 

 
 
AFFINITY MEDIAWORKS CORP.
 
(Formerly Green Bikes Rental Corporation)
 
(A Development Stage Company)
 
Statement of Changes in Stockholders' Deficit
 
For the Period from December 17, 2007 (Inception) Through October 31, 2012
 
(Unaudited)
 
                           
Deficit
       
                            Accumulated        
                Additional           Since     Total  
    Common Stock     Paid in     Stock     Development     Stockholders'  
    Shares     Par Value     Capital     Payable     Stage     Deficiency  
Inception December 17, 2007 - restated to reflect
                         
1:777 reverse stock split effective September 2012
    -     $ -     $ -     $ -     $ -     $ -  
                                                 
Issuance of founder's shares
    128,700       1       (1 )     -       -       -  
                                                 
Donated services
    -       -       500       -       -       500  
                                                 
Net loss
                                    (905 )     (905 )
                                                 
Balances at January 31, 2008
    128,700       1       499       -       (905 )     (405 )
                                                 
Issuance of founder's shares
    13,084       -       50,830       -       -       50,830  
                                                 
Donated services
    -       -       6,000       -       -       6,000  
                                                 
Imputed interest in shareholder advances
    -       -       272       -       -       272  
                                                 
Shares returned
    (77,220 )     -       -       -       -       -  
                                                 
Net loss
    -       -       -       -       (48,093 )     (48,093 )
                                                 
Balances at January 31, 2009
    64,564       1       57,601       -       (48,998 )     8,604  
                                                 
Donated services
    -       -       6,000       -       -       6,000  
                                                 
Imputed interest in shareholder advances
    -       -       272       -       -       272  
                                                 
Net loss
    -       -       -               (83,169 )     (83,169 )
                                                 
Balances at January 31, 2010
    64,564       1       63,873       -       (132,167 )     (68,293 )
                                                 
Donated services
    -       -       10,651       -       -       10,651  
                                                 
Shares issued for services
    244       -       26,596       -       -       26,596  
                                                 
Stock payable for note receivable
    -       -       -       608,400       -       608,400  
                                                 
Net loss
    -       -       -       -       (772,728 )     (772,728 )
                                                 
Balances at January 31, 2011
    64,808       1       101,120       608,400       (904,895 )     (195,374 )
                                                 
Donated services
    -       -       6,000       -       -       6,000  
                                                 
Donated management fees
    -       -       240,000       -       -       240,000  
                                                 
Donated related party accounts payable
    -       -       4,271       -       -       4,271  
                                                 
Donated review fees
    -       -       8,350       -       -       8,350  
                                                 
Net loss
    -       -       -       -       (76,280 )     (76,280 )
                                                 
Balances at January 31, 2012
    64,808       1       359,741       608,400       (981,175 )     (13,033 )
                                                 
Donated services
    -       -       4,500       -       -       4,500  
                                                 
Donated related party accounts payable
    -       -       7,160       -       -       7,160  
                                                 
Stock issued for services
    30,888       -       1,680,000       -       -       1,680,000  
                                                 
Stock issued for note receivable
    4,350       -       608,400       (608,400 )     -       -  
                                                 
Net loss
    -       -       -               (1,685,966 )     (1,685,966 )
                                                 
Balances at October 31, 2012
    100,046     $ 1       2,659,801     $ -     $ (2,667,141 )   $ (7,339 )
                                                 
The accompanying notes are an integral part of these unaudited financial statements

 
 

 
AFFINITY MEDIAWORKS CORP.
 
(Formerly Green Bikes Rental Corporation)
 
(A Development Stage Company)
 
STATEMENTS OF CASH FLOWS
 
(Unaudited)
 
                   
   
For the Nine
   
For the Nine
   
December 17, 2007
 
   
Months Ended
   
Months Ended
   
(Date of Inception) to
 
   
October 31, 2012
   
October 31, 2011
   
October 31, 2012
 
CASH FLOWS FROM OPERATING
                 
ACTIVITIES:
                 
Net Loss
  $ (1,685,966 )   $ (66,106 )     (2,667,141 )
 Adjustments to reconcile net loss to net cash
                       
used in operating activities:
                       
Stock Issued for Services
    1,680,000       -       1,706,596  
Gain on Accounts Payable Debt Forgiveness
    (4,882 )     -       (4,882 )
Donated Consulting Services and Rent
    4,500       4,500       33,651  
Imputed Interest on Shareholder Advance
    -       -       544  
Loss on Acquision of Note Receivable
    -       -       608,400  
    Changes in operating assets and liabilities:
                       
Accounts Payable
    (379 )     -       256,931  
Accounts Payable - Related party
    1,500       -       1,500  
Interest Payable
    119       61,606       119  
Net Cash (used in) Provided by Operating Activities
    (5,108 )     -       (64,282 )
                         
CASH FLOWS FROM FINANCING
                       
  Proceeds from Sale of Common Stock
    -       21       50,830  
  Proceeds from Loans - Related Party
    5,102       -       5,102  
  Donated Audit and Review Fees
    -       -       8,350  
Net Cash (used in) Provided by Financing Activities
    5,102       21       64,282  
                         
Net (Decrease) Increase in Cash
    (6 )     21       -  
Cash at Beginning of Period
    6       9       -  
                         
Cash at End of Period
  $ -     $ 30     $ -  
                         
Supplimental Disclosures:
                       
Interest paid
  $ -     $ -     $ -  
Income taxes paid
  $ -     $ -     $ -  
                         
Non Cash Disclosures:
                       
Stock Issued in Exchange for Stock Payable
  $ 608,400     $ -     $ 608,400  
Forgiveness of Accounts Payable by Related Party
  $ 7,160     $ -     $ 11,431  
Forgiveness of Management Fees by Related Party
  $ -     $ -     $ 240,000  
                         
The accompanying notes are an integral part of these unaudited financial statements
 
 
 

 

AFFINITY MEDIAWORKS CORP.
(Formerly Green Bikes Rental Corporation)
 (A Development Stage Company)
NOTES TO FINANICAL STATEMENTS
(UNAUDITED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Green Bikes Rental Corporation was incorporated on December 17, 2007, under the laws of the State of Nevada, as a development stage company.

On January 7, 2010, the Company amended its Articles of Incorporation to change the name of Green Bikes Rental Corporation to Affinity Mediaworks Corp., to increase the authorized share capital of the Company to 200,000,000 and to affect a 20 for 1 forward-split of the Company’s issued and outstanding common shares.

BASIS OF PRESENTATION

The Company follows accounting principles generally accepted in the United States of America.  In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein.

REVENUE RECOGNITION

Revenue is recognized when it is realized or realizable and earned.  Affinity considers revenue realized or realizable and earned when persuasive evidence of an arrangement exists, services have been provided, and collectability is reasonably assured. Revenue that is billed in advance such as recurring weekly or monthly services are initially deferred and recognized as revenue over the period the services are provided.

USE OF ESTIMATES

The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS

For purposes of the statement of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.  As of October 31, 2012 and January 31, 2012 there were no cash equivalents.

DEVELOPMENT STAGE COMPANY

The Company complies with FASB pronouncements for its characterization of the Company as development stage.

FAIR VALUE MEASURMENTS

The Company adopted FASB ASC Topic 820, “Fair Value Measurement and Disclosure,” at inception. ASC Topic 820 defines fair value, establishes a framework for measuring fair value, and expands disclosure of fair value measurements. FASB ASC Topic 820 applies under other accounting pronouncements that require or permit fair value measurements and accordingly, does not require any new fair value measurements. FASB ASC Topic 820 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, FASB ASC Topic 820 established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows.
 
 

 

AFFINITY MEDIAWORKS CORP.
(Formerly Green Bikes Rental Corporation)
 (A Development Stage Company)
NOTES TO FINANICAL STATEMENTS
(UNAUDITED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
·
Level 1. Observable inputs such as quoted market prices in active markets.
·
Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly, and
·
Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to  develop its own assumptions.

The FASB’s ASC Topic 825, “Financial Instruments”, became effective for the Company on January 1, 2008. FASB ASC Topic 825 establishes a fair value option that permits entities to choose to measure eligible financial instruments and certain other items at fair value at specified election dates. A business entity shall report unrealized gains and losses on items for which the fair value options have been elected in earnings at each subsequent reporting date. For the period ended October 31, 2012, there were no applicable items on which the fair value option was elected.
 
 BASIC AND DILUTED NET LOSS PER COMMON SHARE

Basic and diluted net loss per share calculations are calculated on the basis of the weighted average number of common shares outstanding during the year.  The per share amounts include the dilutive effect of common stock equivalents in years with net income.  Basic and diluted loss per share is the same due to the anti dilutive nature of potential common stock equivalents.
 
RECENT ACCOUNTING PRONOUNCEMENTS

In October 2012, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2012-04, “Technical Corrections and Improvements” in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on our financial position or results of operations.

In August 2012, the FASB issued ASU 2012-03, “Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)” in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations.

In July 2012, the FASB issued ASU 2012-02, “Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment” in Accounting Standards Update No. 2012-02. This update amends ASU 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles - Goodwill and Other - General Intangibles Other than Goodwill. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity’s financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. The adoption of ASU 2012-02 is not expected to have a material impact on our financial position or results of operations.

In December 2011, the FASB issued ASU 2011-12, “Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items out of Accumulated Other Comprehensive Income” in Accounting Standards Update No. 2011-05. This update defers the requirement to present items that are reclassified from accumulated other comprehensive income to net income in both the statement of income where net income is presented and the statement where other comprehensive income is presented. The adoption of ASU 2011-12 is not expected to have a material impact on our financial position or results of operations.
 
 

 
AFFINITY MEDIAWORKS CORP.
(Formerly Green Bikes Rental Corporation)
 (A Development Stage Company)
NOTES TO FINANICAL STATEMENTS
(UNAUDITED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
In December 2011, the FASB issued ASU No. 2011-11 “Balance Sheet: Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”). This Update requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRS. The amended guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The Company is currently evaluating the impact, if any, that the adoption of this pronouncement may have on its results of operations or financial position.

In September 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Goodwill for Impairment. The guidance in ASU 2011-08 is intended to reduce complexity and costs by allowing an entity the option to make a qualitative evaluation about the likelihood of goodwill impairment to determine whether it should calculate the fair value of a reporting unit. The amendments also improve previous guidance by expanding upon the examples of events and circumstances that an entity should consider between annual impairment tests in determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Also, the amendments improve the examples of events and circumstances that an entity having a reporting unit with a zero or negative carrying amount should consider in determining whether to measure an impairment loss, if any, under the second step of the goodwill impairment test. The amendments in this ASU are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted, including for annual and interim goodwill impairment tests performed as of a date before September 15, 2011, if an entity’s financial statements for the most recent annual or interim period have not yet been issued. The adoption of this guidance is not expected to have a material impact on the Company’s financial position or results of operations.

In June 2011, the FASB issued ASU 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income”, which is effective for annual reporting periods beginning after December 15, 2011. ASU 2011-05 will become effective for the Company on December 1, 2012. This guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. In addition, items of other comprehensive income that are reclassified to profit or loss are required to be presented separately on the face of the financial statements. This guidance is intended to increase the prominence of other comprehensive income in financial statements by requiring that such amounts be presented either in a single continuous statement of income and comprehensive income or separately in consecutive statements of income and comprehensive income. The adoption of ASU 2011-05 is not expected to have a material impact on our financial position or results of operations.

In May 2011, the FASB issued ASU 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs”, which is effective for annual reporting periods beginning after December 15, 2011. This guidance amends certain accounting and disclosure requirements related to fair value measurements. Additional disclosure requirements in the update include: (1) for Level 3 fair value measurements, quantitative information about unobservable inputs used, a description of the valuation processes used by the entity, and a qualitative discussion about the sensitivity of the measurements to changes in the unobservable inputs; (2) for an entity’s use of a nonfinancial asset that is different from the asset’s highest and best use, the reason for the difference; (3) for financial instruments not measured at fair value but for which disclosure of fair value is required, the fair value hierarchy level in which the fair value measurements were determined; and (4) the disclosure of all transfers between Level 1 and Level 2 of the fair value hierarchy. ASU 2011-04 will become effective for the Company on December 1, 2012. We are currently evaluating ASU 2011-04 and have not yet determined the impact that adoption will have on our financial statements.

In April 2011, the FASB issued ASU 2011-02, “Receivables (Topic 310): A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring”. This amendment explains which modifications constitute troubled debt restructurings (“TDR”). Under the new guidance, the definition of a troubled debt restructuring remains essentially unchanged, and for a loan modification to be considered a TDR, certain basic criteria must still be met. For public companies, the new guidance is effective for interim and annual periods beginning on or after June 15, 2011, and applies retrospectively to restructuring occurring on or after the beginning of the fiscal year of adoption. ASU 2011-02 has become effective for the Company on September 1, 2012. The Company does not believe that the guidance will have a material impact on its financial statements.
 
 
 

 
AFFINITY MEDIAWORKS CORP.
(Formerly Green Bikes Rental Corporation)
 (A Development Stage Company)
NOTES TO FINANICAL STATEMENTS
(UNAUDITED)

NOTE 2 - GOING CONCERN
 
Affinity’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business for the foreseeable future. Since inception, the Company has accumulated losses aggregating to $2,667,141 and has insufficient working capital to meet operating needs for the next twelve months as of October 31, 2012, all of which raise substantial doubt about Affinity’s ability to continue as a going concern.
 
 NOTE 3 - RELATED PARTY TRANSACTIONS

During the nine months ended October 31, 2012 the Company recognized a total of $4,500 for donated rent and services provided by the President and Director of the Company.
 
As of October 31, 2012, Affinity Mediaworks incurred a liability to Cortland Communications, LLC in the amount of $5,102. Mark Gleason is the President of both Affinity Mediaworks Corp. and Cortland Communications, LLC, a majority shareholder in Affinity Mediaworks Corp. The promissory note bears simple interest at 15% per annum. Affinity Mediaworks Corp. currently owes Cortland Communications, LLC $5,102 in principal on this note, with interest accrued of $119.

As of October 31, 2012, Affinity Mediaworks Corp. has incurred a liability to Lyboldt-Daly, Inc. in the amount of $1,500. Lyboldt-Daly completed bookkeeping and internal accounting for Affinity Mediaworks Corp.  Joseph Passalaqua is the sole officer of Lyboldt-Daly, Inc. and the Secretary of Cortland Communications, a majority shareholder in Affinity Mediaworks Corp.

As of October 31, 2012, all activities of Affinity Mediaworks Corp. have been conducted by corporate officers from either their homes or business offices.  Currently, there are no outstanding debts owed by Affinity Mediaworks Corp. for the use of these facilities and there are no commitments for future use of the facilities.

NOTE 4 – ACCOUNTS PAYABLE FORGIVENESS

As of October 31, 2012, $7,160 in accounts payable was forgiven by related parties, balance forgiven was recorded as additional paid in capital.

As of October 31, 2012, $4,882 in accounts was forgiven by non-related parties. The Company recorded a net gain of $4,882 from the debt forgiven in accounts payable by non-related parties.

NOTE 5 - COMMON STOCK

Affinity issued 100,000,000 shares of common stock (founder's shares) on December 17, 2007 to the President and Director of the Company. In addition, 10,166,000 shares of common stock were issued to the public on May 15, 2008 for $50,830.

On January 7, 2009, the Company filed an Amendment for 200,000,000 shares to be authorized as Common Stock, with the par value of $0.00001.

As of January 31, 2011, the Company wrote off stock payable for $608,400 as the party was not able to pay for the balance of the note receivable of $338,000. A stock receivable of

As of January 31, 2011, 189,969 shares were issued for services for services valued at $26,596 using the closing price of the stock on the date of grant.

On July 25, 2012 the company recorded a stock payable for consulting services valued at $1,680,000 using the closing price of the stock on the date of the grant.

A Stock Purchase was signed during the change of control that stated that at the Closing, the Buyer shall issue on behalf of the Company 24,000,000 shares in three shares certificates and this was recorded as a Stock Payable valued at $1,680,000.
On August 2, 2012, 24,000,000 shares of common stock were issued in exchange for the Stock Payable:
Robert Thast  7,000,000
Phillip Brooks 7,000,000
Yuriy Nesterchuck 10,000,000
 
 

 
AFFINITY MEDIAWORKS CORP.
(Formerly Green Bikes Rental Corporation)
 (A Development Stage Company)
NOTES TO FINANICAL STATEMENTS
(UNAUDITED)

NOTE 5 - COMMON STOCK (Continued)
 
On August 20, 2012 the Company filed a Certificate of Amendment with the State of Nevada and reclassified the capital stock as 190,000,000 common stock with a par value of $0.00001 and 10,000,000 blank check preferred stock with a par value of $0.00001.

On August 23, 2012, in exchange for the stock payable of $608,400, 3,380,000 shares of common stock were issued.

On September 18, 2012 the Company recorded minutes on a proposed a 1 for 777 reverse stock split.  As of the date of this filing the common stock issued and outstanding has been adjusted retroactively back to inception to reflect this change. The Company has not had the reverse stock split approved by FINRA or been provided with a record date as of the date of this filing. As of October 31, 2012 the common stock issued and outstanding has been adjusted retroactively back to inception to reflect a proposed 1 for 777 reverse stock split.

As of  October 31, 2012, Affinity Mediaworks Corp. has  a 190,000,000 shares of common stock authorized at $0.00001 par value per share and 100,046 shares of common stock issued and outstanding.
 
NOTE 6 - INCOME TAXES

The Company has tax losses which may be applied against future taxable income. The potential tax benefits arising from these loss carry forwards expire beginning in 2028 and are offset by a valuation allowance due to the uncertainty of profitable operations in the future. The net operating loss carry forward was $336,289 as of January 31, 2012 and $344,888 as of October 31, 2012.  The significant components of the deferred tax asset as of January 31, 2012 and October 31, 2012 are as follows:
 
   
10/31/12
   
01/31/12
 
             
Deferred Tax Assets
 
$
120,711
   
$
117,701
 
Valuations allowance
   
(120,711
)    
(117,701
)
                 
Net deferred tax asset
 
$
--
   
$
--
 
 
NOTE 7 – CHANGE OF CONTROL
 
On July 23, 2012 there was a change of control and 40,000,000 shares were transferred from Yulia Nesterchuk to Cortland Communications, LLC.  As of the current date of this filing Mark Gleason is an officer of both Affinity Mediaworks Corp. and Cortland Communications, LLC. Cortland Communications, LLC is the majority shareholder consisting of 79.46 % of the outstanding common stock in Affinity Mediaworks Corp.
 
NOTE 8 – SUBSEQUENT EVENT

The Company has no subsequent events to disclose.
 
 

 
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
 
FORWARD LOOKING STATEMENTS
 
This Form 10-Q contains forward-looking statements (rather than historical facts) that involve risks and uncertainties. You can identify these statements by the use of forward-looking words such as “may,” “will,” “expect,” “anticipate,” “estimate,” “continue” or other similar words. Such forward-looking statements discuss our current expectations of future results of operations or financial condition.  However, there may be events in the future that we are unable to accurately predict or control and there may be risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements, which could have a material adverse effect on our business, operating results and financial condition.  The forward-looking statements included herein are only made as of the date of the filing of this Form 10-Q, and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.
 
BASIS OF PRESENTATION

The unaudited financial statements of Affinity Mediaworks Corp., a Nevada corporation (“Affinity,” the “Company,” “our” or “we”), should be read in conjunction with the notes thereto. In the opinion of management, the unaudited financial statements presented herein reflect all adjustments (consisting only of normal recurring adjustments) necessary for fair presentation.  Interim results are not necessarily indicative of results to be expected for the entire year.
 
We prepare our financial statements in accordance with U.S. generally accepted accounting principals, which require that management make estimates and assumptions that affect reported amounts.  Actual results could differ from these estimates.

BUISNESS PLAN OF OPERATION
 
Green Bikes Rental Corporation was incorporated on December 17, 2007, under the laws of the State of Nevada, as a development stage company. On January 7, 2010, the Company amended its Articles of Incorporation to change the name of Green Bikes Rental Corporation to Affinity Mediaworks Corp. We are a start-up corporation and have not yet generated or realized any revenues from our business operations.
 
Our auditors have issued a going concern opinion.  This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills.  This is because we have not generated any revenues and no revenues are anticipated until we begin our operations.  As of July 31, 2012 we had cash of $6.  Our current cash holdings will not satisfy our liquidity requirements and we will require additional financing to pursue our planned business activities

Our current principal business activity is to seek a suitable candidate to consummate an acquisition, merger or other suitable business combination method. More specifically, we are seeking the consummation of a merger, acquisition or other business combination transaction with a privately owned entity seeking to become a publicly owned entity. As a “reporting company,” we may be more attractive to a private target because our common stock is eligible to be quoted on the OTC Bulletin Board.  However, there is no assurance that we will be quoted on the OTC Bulletin Board.
 
 
It is the intent of management and our significant stockholder, Cortland Communications LLC to provide sufficient working capital necessary to support and preserve the integrity of the corporate entity.  However, there is no legal obligation for either management or our significant stockholder, Cortland Communications LLC to provide additional future funding. Should this pledge fail to provide financing and we have not identified any alternative sources of funding.  There will be substantial doubt about our ability to continue as a going concern.
     
Our need for capital may change dramatically because of any business acquisition or combination transaction.  There can be no assurance that we will identify any such business, product, technology or company suitable for acquisition in the future.  Further, there can be no assurance that we will be successful in consummating any acquisition on favorable terms or that we will be able to profitably manage the business, product, technology or company we acquire.

 
 

 
 
As a "reporting company," we may be more attractive to a private acquisition target because our common stock is eligible to be quoted on the OTC Bulletin Board although there is no assurance it will be quoted.  As a result of filing this registration statement, we will be obligated to file with the Securities and Exchange Commission (the "Commission") certain periodic reports, including an annual report containing audited financial statements.  We anticipate that we will continue to file such reports as required under the Exchange Act.
 
 
On April 30, 2008, we filed a Registration Statement on Form 10SB , or the “Registration Statement”, with the Securities and Exchange Commission, or the SEC,  to register our common stock under Section 12(g) of the Securities Exchange Act of 1934, as amended, or the Exchange Act. The Registration Statement went effective on May 12, 2008, or the Effective Date.  Since the Effective Date of the Registration Statement, we have become a reporting company under the Securities Exchange Act and are responsible for preparing and filing periodic and current reports under the Exchange Act with the SEC.
 
Any person or entity may read and copy our reports with the Securities and Exchange Commission at the SEC's Public Reference Room at 100 F Street N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Room by calling the SEC toll free at 1-800-SEC-0330. The SEC also maintains an Internet site at http://www.sec.gov where reports, proxies and informational statements on public companies may be viewed by the public.

EMPLOYEES

The company does not have any employees.  Mark Gleason is our President, Secretary, Chief Executive Officer, and Chief Financial Officer and does not have an have employment agreement.

LIMITED OPERATION HISTORY, NEED FOR ADDITIONAL CAPITAL
 
There is no historical financial information about us upon which to base an evaluation of our performance.  We are in development stage operations and have not yet generated any revenues.  We cannot guarantee we will be successful in our business operations.  Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns.
 
We have no assurance that future financing will be available to us on acceptable terms.  If financing is not available to us on satisfactory terms, we may be unable to continue, develop or expand our operations.  Equity financing could result in additional dilution to our existing shareholders.

GOING CONCERN QUALIFICATION
 
Several conditions and events cast substantial doubt about the Company’s ability to continue as a going concern.  The Company has incurred net losses of approximately $2,667,141 for the period from December 17, 2007 (inception) to October 31, 2012, has limited revenues and requires additional financing in order to finance its business activities on an ongoing basis.  The Company’s future capital requirements will depend on numerous factors including, but not limited to, continued progress in finding a merger candidate and the pursuit of business opportunities. The Company is actively pursuing alternative financing and has had discussions with various third parties, although no firm commitments have been obtained.  In the interim, shareholders of the Company have committed to meeting its minimal operating expenses.  Management believes that actions presently being taken to revise the Company’s operating and financial requirements provide them with the opportunity to continue as a going concern. At January 31, 2012, we had $6 cash on hand and a deficit accumulated during the development stage of $981,175. At October 31, 2012, we had $0 cash on hand and a deficit accumulated during the development stage of $2,667,141.  See “Liquidity and Capital Resources.”
 
 

 
CRITICAL ACCOUNTING POLICIES & ESTIMATES

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make judgments, assumptions and estimates that affect the amounts reported in our consolidated financial statements and accompanying notes. We base our estimates and judgments on historical experience and on various other assumptions that we believe are reasonable under the circumstances. However, future events are subject to change, and the best estimates and judgments routinely require adjustment. The amounts of assets and liabilities reported in our balance sheet, and the amounts of revenues and expenses reported for each of our fiscal periods, are affected by estimates and assumptions which are used for, but not limited to, the accounting for allowance for doubtful accounts, goodwill and intangible asset impairments, restructurings, inventory and income taxes. Actual results could differ from these estimates. The following critical accounting policies are significantly affected by judgments, assumptions and estimates used in the preparation of our consolidated financial statements. 

Off-Balance Sheet Arrangements
 
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Inflation
 
The amounts presented in the financial statements do not provide for the effect of inflation on our operations or financial position.  The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.

LIQUIDITY AND CAPITAL RESOURCES
 
It is the belief of management that sufficient working capital necessary to support and preserve the integrity of the corporate entity will be present. However, there is no legal obligation for either management or significant stockholders to provide additional future funding.  Should this pledge fail to provide financing, we have not identified any alternative sources. Consequently, there is substantial doubt about our ability to continue as a going concern.

We have no current plans, proposals, arrangements or understandings with respect to the sale or issuance of additional securities prior to the location of a merger or acquisition candidate.  Accordingly, there can be no assurance that sufficient funds will be available to us to allow us to cover the expenses related to such activities.

Our need for capital may change dramatically because of any business acquisition or combination transaction.  There can be no assurance that we will identify any such business, product, technology or company suitable for acquisition in the future.  Further, there can be no assurance that we will be successful in consummating any acquisition on favorable terms or that we will be able to profitably manage the business, product, technology or company we acquire.

Regardless of whether our cash assets prove to be inadequate to meet our operational needs, we might seek to compensate providers of services by issuances of stock in lieu of cash.

At January 31, 2012, we had $6 cash on hand and a deficit accumulated during the development stage of $981,175. At October 31, 2012, we had $0 cash on hand and a deficit accumulated during the development stage of $2,667,141. Our primary source of liquidity for the current quarter has been donated capital and loans from shareholders.  As of October 31, 2012 we have  promissory notes due to Cortland Communications, LCC in the amount of $5,102. These notes bear a simple interest rate of 15% per annum and are payable upon demand. As of October 31, 2012 the accrued interest on this note is $119.

Net cash used in operating activities was $5,108 during the nine months ended October 31, 2012.

Net cash provided by investing activities was $0 during the nine months ended October 31, 2012.

Net cash provided by financing activities was $5,102 during the nine months ended October 31, 2012.

To date, we have had no revenue and we require additional financing in order to finance our business activities on an ongoing basis.  Our future capital requirements will depend on numerous factors including, but not limited to, continued progress in finding a merger candidate and the pursuit of business opportunities. We are actively pursuing alternative financing and have had discussions with various third parties, although no firm commitments have been obtained to date.  In the interim, shareholders of the Company have committed to meet our minimal operating expenses.  We believe that actions presently being taken to revise our operating and financial requirements provide them with the opportunity to continue as a “going concern,” although no assurances can be given.
 
 
 

 
NET LOSS FROM OPERATIONS
 
The Company had a net loss of $2,667,141 for the period from December 17, 2007 (inception) through October 31, 2012. The company had net loss of $1,685,966 for the nine months ended October 31, 2012 as compared to a net loss of $66,106 for the nine months ended October 31, 2011.

CASH FLOW

Our primary source of liquidity has been cash from donated capital and loans from shareholders.

WORKING CAPITAL
 
As of January 31, 2012 the Company had total current assets of $6 and total liabilities of $13,039, which resulted in a working capital deficit of $13,033. As of October 31, 2012, the Company had total current assets of $0 and total current liabilities of $7,339 resulting in a working capital deficit of $7,339.

RESULTS OF OPERTIONS FOR THE THREE MONTHS ENDED OCTOBER 31, 2012 COMPARED TO THE THREE MONTHS ENDED OCTOBER 31, 2011

LACK OF REVENUES

We are a development stage company with limited operations since our inception on December 17, 2007 to October 31, 2012.  We have not generated any revenues.  As of October 31, 2012, we have an accumulated deficit of $2,667,141.  At this time, our ability to generate any significant revenues continues to be uncertain.  Our financial statements contain an additional explanatory paragraph in Note 2, which identifies issues that raise substantial doubt about our ability to continue as a going concern.  Our financial statements do not include any adjustment that might result from the outcome of this uncertainty.
  
NET LOSS

We incurred a net loss of $5,013 for the three months ended October 31, 2012, compared to a net loss of $1,900 for three months ended October 31, 2011.  From inception on December 17, 2007 to October 31, 2012, we have incurred a net loss of $2,667,141. Our basic and diluted loss per share was $(0.05) for the three months ended October 31, 2012, and $(0.03) for the three months ended October 31, 2011. 

OPERATION AND ADMINISTRATIVE EXPENSES

Our total operating expenses increased to $4,897 for the three months ended October 31, 2012, compared to $1,900 for the same period in 2011.  This increase in expenses is mostly due to accounting fees.  Since our inception on December 17, 2007 to October 31, 2012, we have incurred total operating expenses of $2,671,360
 
Our consulting services remained unchanged at $750 for the three months ended October 31, 2012 compared to the same period in 2011.  Since our inception on December 17, 2007 until October 31, 2012 we have spent $41,096 on consulting fees.

Our rent expense remained unchanged at $750 for the three months ended October 31, 2012 compared to the same period in 2011.  Since our inception on December 17, 2007 until October 31, 2012 we have spent $14,500 on rent.

Our management fees were $0 for the three months ended October 31, 2012 and October 31, 2011.  Since our inception on December 17, 2007 until October 31, 2012 we have spent $240,000 on management fees.

Our general and administrative expenses consist of bank charges, travel, meals and entertainment, office maintenance, communication expenses (internet, fax, and telephone), courier, postage costs, office supplies.  Our general and administrative expenses increased to $897 for the three months ended October 31, 2012, compared to $0 for the same period in 2011.  Since our inception on December 17, 2007 until October 31, 2012 we have spent $1,695,535 on general and administrative expenses.
 
Our legal and accounting fees increased to $2,500 for the three months ended October 31, 2012, compared to $400 for the same for the same period in 2011.  Since our inception on December 17, 2007 until October 31, 2012 we have spent $71,829 on legal and accounting expenses.
 
 

 
RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED OCTOBER 31, 2012 COMPARED TO THE NINE MONTHS ENDED OCTOBER 31, 2011

LACK OF REVENUES

We are a development stage company with limited operations since our inception on December 17, 2007 to October 31, 2012.  We have not generated any revenues.  As of October 31, 2012, we have an accumulated deficit of $2,667,141.  At this time, our ability to generate any significant revenues continues to be uncertain.  Our financial statements contain an additional explanatory paragraph in Note 2, which identifies issues that raise substantial doubt about our ability to continue as a going concern.  Our financial statements do not include any adjustment that might result from the outcome of this uncertainty.
  
NET LOSS

We incurred a net loss of $1,685,966 for the nine months ended October 31, 2012, compared to a net loss of $66,106 for the nine months ended October 31, 2011.  From inception on December 17, 2007 to October 31, 2012, we have incurred a net loss of $2,667,141.  Our basic and diluted loss per share was $(22.17) for the nine months ended October 31, 2012, and $(1.02) for the nine months ended October 31, 2011. 

OPERATION AND ADMINISTRATIVE EXPENSES

Our total operating expenses increased to $1,690,729 for the nine months ended October 31, 2012, compared to $66,106 for the same period in 2011.  This increase in expenses is mostly due to consulting fees of $1,680,000 in 2012.  Since our inception on December 17, 2007 to October 31, 2012, we have incurred total operating expenses of $2,671,360.
 
Our consulting services remained unchanged at $2,250 for the nine months ended October 31, 2012 compared to the same period in 2011.  Since our inception on December 17, 2007 until October 31, 2012 we have spent $41,096 on consulting fees.

Our rent expense remained unchanged at $2,250 for the nine months ended October 31, 2012 compared to the same period in 2011.  Since our inception on December 17, 2007 until October 31, 2012 we have spent $14,500 on rent.

Our management fees were $0 for the nine months ended October 31, 2012 and October 31, 2011.  Since our inception on December 17, 2007 until October 31, 2012 we have spent $240,000 on management fees.

Our general and administrative expenses consist of bank charges, travel, meals and entertainment, office maintenance, communication expenses (internet, fax, and telephone), courier, postage costs, office supplies and a consulting fee.  Our general and administrative expenses increased to $1,682,379 for the nine months ended October 31, 2012, compared to $0 for the same period in 2011.  Since our inception on December 17, 2007 until October 31, 2012 we have spent $1,695,535 on general and administrative expenses.

Our legal and accounting fees increased to $3,850 for the nine months ended October 31, 2012, compared to $1,606 for the same for the same period in 2011.  Since our inception on December 17, 2007 until October 31, 2012 we have spent $71,829 on legal and accounting expenses.

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 
 
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

For purposes of this Item 4., the term disclosure controls and procedures means controls and other procedures of the Company (i) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (15 U.S.C. 78a et seq. and hereinafter the “Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “Commission”), and (ii)  include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our disclosure controls and procedures do not yet comply with the requirements in (i) and (ii) above.  

On October 31, 2012, Mark T. Gleason, our Chief Executive Officer and Chief Financial Officer reviewed the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) as of the end of the period covered by this report and has concluded that (i) the Company’s disclosure controls and procedures are not effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Commission due to a material weakness identified, and that (ii) the Company’s controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.  

The material weakness identified relates to the lack of proper segregation of duties. The Company believes that the lack of proper segregation of duties is due to the Company’s limited resources.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

There were no changes in our internal control over financial reporting identified in connection with our evaluation of these controls as of the third fiscal quarter ended October 31, 2012 as covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

INHERENT LIMITATIONS ON EFFECTIVENESS OF CONTROLS
 
The Company's management does not expect that its disclosure controls or its internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. 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. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or 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. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or management override of the controls. The design of any system of controls is based in part on 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. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
 
 
 

 
 
PART II.   OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS
 
Not applicable.
 
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
 
None.
 
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
 
None.
    
ITEM 4. MINING SAFETY DISCLOSURE
 
None.
 
ITEM 5. OTHER INFORMATION
 
None.
 
 
 

 
 
ITEM 6.  EXHBITS
 
Exhibit Number
Description
31.1
32.1
100 *
Interactive Data Files for Affinity Mediaworks Corp. 10Q for the Period Ended October 31, 2012
101.INS *
XBRL Instance Document
101.SCH*
XBRL Taxonomy Extension Schema Document
101.CAL*
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*
XBRL Taxonomy Extension Label Linkbase Document
101.PRE*
XBRL Taxonomy Extension Presentation Linkbase Document
 
 
*Pursuant to Rule 406T of Regulation S-T, these interactive date files are deemed not filed or part of the registration statement or prospectus for purposes of Sections 11 and 12 of the Securities Act of 1933 or Section 18 of the Securities Act of 1934 and otherwise are not subject to liability.
 
 
 

 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 

Date: November 28, 2012
AFFINITY MEDIAWORKS CORP.
 
By: /s/ Mark T. Gleason
Mark T. Gleason
Chief Executive Officer, Chief Financial Officer,
President and Director
(Principal Executive Officer)
(Principal Financial Officer)