MULTIMEDIA PLATFORMS INC. - FORM 10-Q

Attached files

file	filename
EX-31.1 - CERTIFICATION - MULTIMEDIA PLATFORMS INC.	eahc_ex311.htm
EX-31.2 - CERTIFICATION - MULTIMEDIA PLATFORMS INC.	eahc_ex312.htm
EXCEL - IDEA: XBRL DOCUMENT - MULTIMEDIA PLATFORMS INC.	Financial_Report.xls
EX-32.1 - CERTIFICATION - MULTIMEDIA PLATFORMS INC.	eahc_ex321.htm
EX-32.2 - CERTIFICATION - MULTIMEDIA PLATFORMS INC.	eahc_ex322.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For quarterly period ended September 30, 2013

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 000-33933

EXPLORE ANYWHERE HOLDING CORP.

(Exact name of registrant as specified in its charter)

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

1 Tara Boulevard, Suite 200, Nashua, NH		03062
(Address of principal executive offices)		(Zip Code)

(877) 539-5644

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate 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 large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x
(Do not check if a smaller reporting company)

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 21,073,750 shares of common stock, par value $0.001, were outstanding on November 7, 2013.

EXPLORE ANYWHERE HOLDING CORP

FORM 10-Q

TABLE OF CONTENTS

		Page
PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements

	Consolidated Balance Sheets as of September 30, 2013 (Unaudited) and December 31, 2012 (audited)		3

	Consolidated Statements of Operations (Unaudited)		4

	Consolidated Statement of Stockholders' Equity (Deficit) (Unaudited)		5

	Consolidated Statements of Cash Flows (Unaudited)		6

	Notes to Consolidated Financial Statements		7

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations		13

Item 4.	Controls and Procedures		17

PART II - OTHER INFORMATION

Item 3.	Defaults Upon Senior Securities		18

Item 6.	Exhibits		18

Signatures			19

Item 1. Financial Statements.

Explore Anywhere Holdings Corp.

Consolidated Balance Sheets

	September 30,			December 31,
	2013			2012
	(Unaudited)
Assets
Current Assets
Cash	$	3,554		$	106
Other current assets (Note B)		3,363			6,953
Total current assets		6,917			7,059

Fixed assets (Note C)		44,183			44,183
Accumulated depreciation		(37,265	)		(32,392	)
Net fixed assets		6,918			11,791
Total assets	$	13,835		$	18,850

Liabilities and Stockholders' Deficit
Current Liabilities
Accounts payable & accrued expenses (Note D)	$	99,758		$	90,067
Deferred revenue		9,704			13,072
Accrued interest payable (Note E)		89,580			63,142
Promissory notes (Note E)		322,179			284,179
Convertible promissory notes (Note E)		145,200			115,798
Total Current Liabilities		666,421			566,258

Commitments and contingencies

Stockholders' Deficit (Note F)
Common stock, $0.001 par value 100,000,000 shares authorized; issued and outstanding 21,073,750 and 20,923,750 at September 30, 2013 and December 31, 2012, respectively.		20,939			20,924
Additional-paid-in-capital		2,261,059			2,240,119
Accumulated deficit		(2,934,584	)		(2,808,451	)
Total stockholders' deficit		(652,586	)		(547,408	)
Total liabilities and stockholders' deficit	$	13,835		$	18,850

The accompanying notes are an integral part of these financial statements

Explore Anywhere Holdings Corp.

Consolidated Statements of Operations (Unaudited)

For the Three and Nine Months Ended September 30, 2013 and 2012

		Three Months Ended						Nine Months Ended
		September 30,						September 30,
		2013			2012			2013			2012

Revenue		$	5,314		$	3,183		$	17,749		$	5,821

Operating expenses
	General and administrative		11,938			6,041			75,443			66,038
	Sales and marketing		5,998			8,889			20,862			22,861
	Research and development		1,897			16,038			21,100			62,491
	Total operating expenses		19,833			30,968			117,405			151,390

Loss from operations			(14,519	)		(27,785	)		(99,656	)		(145,569	)

Other Income and (Expense)
	Interest expense		(9,357	)		(8,962	)		(26,477	)		(33,796	)
	Total other income and expense		(9,357	)		(8,962	)		(26,477	)		(33,796	)
Earnings before taxes			(23,876	)		(36,747	)		(126,133	)		(179,365	)
Provision for income taxes			-			-			-			-
Net loss		$	(23,876	)	$	(36,747	)	$	(126,133	)	$	(179,365	)

Net (loss) per common share basic		$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.01	)
Weighted average common shares outstanding basic			21,073,750			20,923,750			21,017,449			26,948,408
(The accompanying notes are an integral part of these financial statements)

Explore Anywhere Holdings Corp.

Consolidated Statement of Stockholders' Deficit

For the Nine Months Ended September 30, 2013 (Unaudited) and Year Ended December 31, 2012

							Additional					Total
	Common Stock						paid-in		Accumulated			Stockholders'
	Shares			Amount			Capital		Deficit			Deficit

Balance, December 31, 2011		31,923,750		$	31,924		$	2,054,536	$	(2,576,469	)	$	(490,009	)

Convertible promissory notes converted to common stock		2,000,000			2,000			171,583		-			173,583
Issuance of common stock to Bryan Hammond, President		1,000,000			1,000			-		-			1,000
Cancelation of 14,000,000 shares of common stock		(14,000,000	)		(14,000	)		14,000		-			-
Net Income (Loss)										(231,982	)		(231,982	)
Balance, December 31, 2012		20,923,750		$	20,924		$	2,240,119	$	(2,808,451	)	$	(547,408	)

Issuance of common stock to CFO		150,000			15			20,940		-			20,955
Net Income (Loss)										(126,133	)		(126,133	)
Balance, September 30, 2013		21,073,750		$	20,939		$	2,261,059	$	(2,934,584	)	$	(652,586	)

(The accompanying notes are an integral part of these financial statements)

Explore Anywhere Holdings Corp.

Consolidated Statements of Cash Flows (Unaudited)

For the Nine Months Ended September 30, 2013 and 2012

	Nine Months Ended September 30,
	2013			2012
Cash flows from operating activities
Net loss	$	(126,133	)	$	(179,365	)
Adjustments to reconcile net loss to net cash provided (used) by operating activities:
Depreciation		4,873			4,878
Compensation expense on common stock issued for services		20,955			-
Interest expense - amortization of debt discount		-			12,088
Changes in operating accounts:
Other current assets		3,590			-
Accounts payable and accrued expenses		9,691			8,002
Deferred revenue		(3,368	)		7,851
Accrued interest		26,438			21,149
Net cash used in operating activities		(63,954	)		(125,397	)

Cash flows from investing activities
Acquisition of furniture and equipment		-			-
Net cash provided (used) by investing activities		-			-

Cash flows from financing activities
Proceeds from promissory notes		38,000			122,800
Proceeds from convertible promissory notes		29,402			-
Net cash provided by financing activities		67,402			122,800

Increase (decrease) in cash		3,448			(2,597	)
Cash and cash equivalents at beginning of period		106			2,930
Cash and cash equivalents at end of period	$	3,554		$	333

Supplemental disclosures of cash flow information
Cash paid during the year for:
Taxes paid	$	-		$	-
Interest paid	$	-		$	-

Non-cash operating activities:
Value of Common Stock issued in exchange for services	$	20,955		$	-

(The accompanying notes are an integral part of these financial statements)

EXPLORE ANYWHERE HOLDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012

NOTE A - ORGANIZATION AND GOING CONCERN

Basis of Presentation

The unaudited financial statements of Explore Anywhere Holding Corp. as of September 30, 2013 and for the three and nine months ended September 30, 2013 and 2012 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial reporting. Accordingly, they do not include all of the disclosures required by accounting principles generally accepted in the United States for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2012 as filed with the Securities and Exchange Commission as part of our Form 10-K. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the interim financial information have been included. The results of operations for any interim period are not necessarily indicative of the results of operations for the entire year.

Organization

Our company’s name is Explore Anywhere Holding Corp. The Company was incorporated on April 3, 1996 in the State of Nevada as Jubilee Trading Corp. On March 3, 2002, the Company changed its name to PorFavor Corp. From inception until March 2010, we operated as a broker of structural wood materials. Then, our former CEO/President fell ill and the wood business deteriorated. As a result, the Company decided to change its business focus and look for other opportunities. In March 2010, the Company identified a target company in the area of computer monitoring software, known as ExploreAnywhere Inc.

ExploreAnywhere Inc. is in the business of selling computer monitoring software, specializing in offering computer monitoring solutions for parents, corporations and educational facilities. ExploreAnywhere Inc. is incorporated in the State of Nevada. On February 4, 2011, ExploreAnywhere Inc. and its shareholders closed a Share Exchange Agreement with the Company, whereby the Company acquired all of the issued and outstanding shares of ExploreAnywhere Inc. from its shareholders in exchange for 2,613,750 shares of the Company's common stock with a fair market value of $1,163,120. ExploreAnywhere, Inc. became a wholly-owned subsidiary of Explore Anywhere Holding Corporation. The merger was accounted for as a purchase.

Going Concern

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

During the nine months ended June 30, 2013 and year ended December 31, 2012, the Company recognized $17,749 and $10,186, respectively of revenue, however, the Company incurred net operating losses of $126,133 and $231,982, respectively. The Company has negative working capital of $659,504 as of September 30, 2013. We expect to incur losses into the foreseeable future. These conditions raise substantial doubt about our ability to continue as a going concern. Management recognizes that in order for us to meet our capital requirements, and continue to operate, additional financing will be necessary.

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

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

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

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

NOTE B - Other Current Assets

Other current assets as of September 30, 2013 and December 31, 2012 consists of sales being held by the Company's credit card processor and is a customary business practice. During the nine months ended September 30, 3013, our merchant processor released approximately $12,708 of previously held funds.

Concentrations of credit risk

The Company performs ongoing credit evaluations of its customers. At September 30, 2013, no customer accounted for more than 10% of revenue.

NOTE C - Fixed Assets

Fixed assets consisted of the following:

	September 30,			December 31,
	2013			2012
Computers and office equipment	$	29,818		$	29,818
Software		14,365			14,365
Total fixed assets		44,183			44,183
Accumulated depreciation		(37,265	)		(32,392	)
Fixed assets, net	$	6,918		$	11,791

During the three months ended September 30, 2013 and 2012, the Company recognized $1,561 and $1,657, respectively, in depreciation expense. During the nine months ended September 30, 2013 and 2012, the Company recognized $4,873 and $4,878, respectively, in depreciation expense.

NOTE D - Accounts Payable & Accrued Expenses

At September 30, 2013, accounts payable and accrued expenses totaling $99,758 consisted of $36,479 of professional services and $63,279 of trade payables.

At December 31, 2012, accounts payable and accrued expenses totaling $90,067 consisted of $50,729 of professional services and $39,338 of trade payables.

NOTE E - Promissory Notes

As of September 30, 2013, the Company had the following notes payable:

	Principle		Accrued Interest		Total
Convertible promissory notes	$	145,200	$	47,681	$	192,881
Non convertible promissory notes		322,179		41,899		364,078
Total	$	467,379	$	89,580	$	556,959

Convertible Promissory Notes

As of September 30, 2013, the Company had outstanding the following convertible promissory notes ("CPNs"):

Date of:					Accrued		Total
Issuance	Maturity	Status	Principle		Interest		Outstanding
07/06/07	2/6/2009	Converted to stock	$	-		19,452	$	19,452
03/23/10	3/24/2011	Converted to stock		-		4,460		4,460
01/24/11	1/25/2012	In default		10,000		2,148		12,148
01/28/11	1/29/2012	Converted to stock		-		2,756		2,756
02/09/11	2/10/2012	In default		25,000		5,282		30,282
03/17/11	3/17/2012	In default		15,000		3,051		18,051
04/18/11	4/18/2012	In default		15,000		2,946		17,946
05/17/11	5/17/2012	In default		10,000		1,900		11,900
06/13/11	6/13/2012	In default		7,500		1,381		8,881
06/24/11	6/24/2012	In default		2,500		454		2,954
11/15/11	11/15/2012	In default		5,000		751		5,751
10/29/12	10/29/2013	Current		17,400		1,281		18,681
12/12/12	12/12/2013	Current		2,000		128		2,128
12/18/12	12/18/2013	Current		1,848		116		1,964
12/18/12	12/18/2013	Current		4,550		285		4,835
01/24/13	1/24/2014	Current		7,000		382		7,382
03/18/13	3/18/2014	Current		7,402		318		7,720
04/04/13	4/4/2014	Current		15,000		589		15,589
Total			$	145,200	$	47,681	$	192,881

Number of shares issuable upon exercise of the above debt at $0.05								3,857,617

From time to time the Company has issued CPNs all with identical terms, including a maturity date one year from the date of issuance, eight percent (8%) per annum interest rate, no requirement for any payments prior to maturity, and the right to convert the outstanding principle and interest in to into fully paid and non-assessable shares of the Company's common stock at a fixed conversion price of $0.05 per share upon default. The conversion privilege provides for net share settlement only. Pursuant to ASC 470-20-25-5, the Company determined that due to the market price of the Company's common stock being greater than the conversion price contained in each CPN on the commitment date, each CPN contained a beneficial conversion feature (“BCF”) with an intrinsic value in excess of the face amount of each CPN. The resulting discount to the Loan is recorded to interest expense upon default. The Company has not received notice from the holder of the defaulted notes to enforce collection. The Company communicates regularly with the holder who has not expressed a desire to force collection at this time.

During the year ended December 31, 2012, $100,000 of combined principle related to the notes above dated July 6, 2007, March 23, 2010 and January 24, 2011, were converted at the election of the note holder into 2,000,000 shares of common stock. The interest was not converted and remains outstanding.

During the nine months ended September 30,2013, the company issued $29,402 of CPNs.

During the three months ended September 30, 2013 and 2012, the Company recognized $2,928 and $1,814, respectively of interest expense related to the CPNs. During the nine months ended September 30, 2013 and 2012, the Company recognized $8,217 and $8,715, respectively of interest expense related to the CPNs.

During the nine months ended September 30, 2013 and 2012, the Company recognized and $0 and $12,088, respectively of expense related to the debt discount.

Non Convertible, Unsecured Promissory Notes

As of September 30, 2013, the Company had outstanding the following non convertible, unsecured promissory notes ("UPNs"):

Date of:					Accrued		Total
Issuance	Maturity	Status	Principle		Interest		Outstanding
03/09/10	3/31/2011	In default	$	7,500		2,139	$	9,639
12/03/10	12/4/2011	In default		10,000		2,262		12,262
12/29/10	12/30/2011	In default		7,500		1,654		9,154
04/08/11	4/8/2012	In default		7,500		1,489		8,989
06/02/11	6/2/2012	In default		10,000		1,865		11,865
06/28/11	6/28/2012	In default		6,500		1,175		7,675
07/01/11	7/1/2012	In default		6,500		1,171		7,671
07/21/11	7/21/2012	In default		2,000		352		2,352
07/26/11	7/26/2012	In default		7,500		1,310		8,810
08/05/11	8/5/2012	In default		8,500		1,466		9,966
08/08/11	8/8/2012	In default		8,500		1,461		9,961
08/24/11	8/24/2012	In default		5,000		842		5,842
09/13/11	9/13/2012	In default		7,500		1,230		8,730
10/04/11	10/4/2012	In default		7,500		1,195		8,695
10/06/11	10/6/2012	In default		2,250		358		2,608
10/17/11	10/17/2012	In default		10,000		1,565		11,565
11/02/11	11/2/2012	In default		5,000		765		5,765
11/07/11	11/7/2012	In default		5,000		759		5,759
11/15/11	11/15/2012	In default		3,000		450		3,450
11/28/11	11/28/2012	In default		4,500		663		5,163
12/07/11	12/7/2012	In default		3,500		509		4,009
12/27/11	12/27/2012	In default		5,500		775		6,275
01/19/12	1/19/2013	In default		12,500		1,699		14,199
02/23/12	2/23/2013	In default		5,000		641		5,641
03/02/12	3/3/2013	In default		10,000		1,265		11,265
03/09/12	3/10/2013	In default		12,500		1,562		14,062
04/17/12	4/18/2013	In default		10,000		1,164		11,164
05/03/12	5/4/2013	In default		12,500		1,411		13,911
05/22/12	5/23/2013	In default		7,500		815		8,315
06/04/12	6/5/2013	In default		9,500		1,006		10,506
06/11/12	6/12/2013	In default		8,500		887		9,387
04/03/12	4/4/2013	In default		3,800		454		4,254
07/02/12	7/3/2013	Current		3,500		349		3,849
07/11/12	7/12/2013	Current		9,500		929		10,429
07/23/12	7/24/2013	Current		6,500		618		7,118
08/14/12	8/15/2013	Current		5,000		452		5,452
09/04/12	9/5/2013	Current		6,000		514		6,514
09/13/12	9/14/2013	Current		500		42		542
10/05/12	10/6/2013	Current		3,500		276		3,776
10/15/12	10/16/2013	Current		5,250		403		5,653
12/07/12	12/8/2013	Current		4,000		260		4,260
12/20/12	12/21/2013	Current		5,000		311		5,311
12/30/12	12/30/13	Current		2,879		172		3,051
02/25/13	02/25/14	Current		10,000		476		10,476
04/01/13	04/01/14	Current		13,500		539		14,039
05/01/13	05/01/14	Current		1,000		33		1,033
06/27/13	06/27/14	Current		5,000		104		5,104
08/15/13	08/15/14	Current		5,000		50		5,050
09/11/13	09/11/14	Current		3,500		15		3,515
Total			$	322,179	$	41,899	$	364,078

From time to time the Company has issued UPNs all with identical terms, including a maturity date one year from the date of issuance, eight percent (8%) per annum interest rate and no requirement for any payments prior to maturity. The Company has made no repayments of the above UPNs. The Company has not received notice from the holder of the defaulted notes to enforce collection. The Company communicates regularly with the holder who has not expressed a desire to force collection at this time.

During the nine months ended September 30, 2013, the company issued $38,000 of UPNs.

During the three months ended September 30, 2013 and 2012, the company recognized $6,390 and $5,113, respectively of interest expense related to the UPNs above. During the nine months ended September 30, 2013 and 2012, the company recognized $18,221 and $12,435, respectively of interest expense related to the UPNs above.

NOTE F - Stockholder's Equity

On May 31, 2012, The Company's largest shareholder, Mr. Jose Fernando Garcia, cancelled a total of 14,000,000 shares of the Company's common stock. It is management's understanding that Mr. Garcia, who was the control person of Explore Anywhere Holding Corp. prior to the acquisition of ExploreAnywhere, Inc. on February 4, 2011, wished to merge an operating company into Explore Anywhere Holding Corp. and retain a minor equity position in the entity so that he could perhaps share in the growth of the operating business. When the shareholders and management of Explore agreed to merge with Explore, part of that agreement was that Mr. Garcia would retain small minority equity position so that Explore Anywhere Holding Corp. could be structured in a manner that management believed would enhance the company's growth. In accordance with that agreement, Mr. Garcia has canceled the aforementioned shares.

On June 18, 2012, the Board of Directors approved the issuance of 2,000,000 free trading shares to Amalfi Coast Capital in exchange for the conversion of $100,000 of principal related to the CPN's described in NOTE D above.

On June 18, 2012, the Board of Directors entered into a Restricted Stock Award Agreement (the "Award") with its President and CEO, Bryan Hammond, pursuant to which the Company agreed to issue One million (1,000,000) shares of its common stock to Mr. Hammond. The Award is subject to a substantial risk of forfeiture as it is subject to the continued employment of Mr. Hammond in an executive capacity and vests only upon the realization of significantly greater revenues whereby for every $1,000,000 in revenue recognized, 20% or 200,000 shares vest. As a result, the Company has recorded the issuance at par and will record expense related to the vesting of this Award at the time Mr. Hammond meets the vesting milestone(s).

On April 12, 2013, the Company issued 150,000 shares of restricted common stock to Justin Frere, CFO pursuant to his employment agreement. The shares were valued at the market price of our common stock on the date of issuance and related expense of $20,955 recognized.

NOTE G - Net Loss Per Share

During the three and nine months ended September 30, 2013 and 2012, the Company recorded a net loss. Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. The Company has not included the effects of convertible debt on net loss per share for the past two fiscal years because to do so would be antidilutive.

Following is the computation of basic and diluted net loss per share for the three and nine months ended September 30, 2013 and 2012:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Basic and Diluted EPS Computation
Numerator:
Loss available to common stockholders'	$	(23,876	)	$	(36,747	)	$	(126,133	)	$	(179,365	)

Denominator:
Weighted average number of common shares outstanding		21,073,750			20,923,750			21,017,449			26,948,408

Basic and diluted EPS	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.01	)

The weighted average shares listed below were not included in the computation of diluted losses
per share because to do so would have been antidilutive for the periods presented:

Convertible promissory notes		3,828,328			2,529,479			3,550,817			3,392,795

NOTE H - Related Party Transactions

A related party is generally defined as (i) any person that holds 10% or more of the Company’s securities and their immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

On May 31, 2012, The Company's largest shareholder, Mr. Jose Fernando Garcia, cancelled a total of 14,000,000 shares of the Company's common stock (See "NOTE F - Stockholder's Equity" for additional disclosure).

On June 18, 2012, the Board of Directors entered into a Restricted Stock Award Agreement with its President and CEO, Bryan Hammond, pursuant to which the Company issued One million (1,000,000) shares of its common stock to Mr. Hammond (See "NOTE E - Stockholder's Equity" for additional disclosure).

On April 12, 2013, the Company issued 150,000 shares of restricted common stock to Justin Frere, CFO pursuant to his employment agreement (See "NOTE F - Stockholder's Equity" for additional disclosure).

All related party transactions are recorded at the exchange amount established and agreed to between related parties and are in the normal course of business.

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

This quarterly report contains forward-looking statements including statements regarding our expectations, beliefs, intentions or future strategies that are signified by the words “expects,” “anticipates,” “intends,” “believes” or similar language. These forward-looking statements involve risks, uncertainties and other factors. All forward-looking statements included in this quarterly report are based on information available to us on the date hereof and speak only as of the date hereof. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. The factors discussed elsewhere in this quarterly report are among those factors that in some cases have affected our results and could cause the actual results to differ materially from those projected in the forward-looking statements.

The following discussion should be read in conjunction with our condensed consolidated financial statements and related notes included elsewhere in this quarterly report.

Overview

Explore Anywhere Holding Corp. (the "Company") was incorporated on April 3, 1996. In March 2010, the Company purchased ExploreAnywhere Inc. in an all-stock acquisition.Explore Anywhere, Inc. (herein after referred to as "Explore" or (ExploreAnywhere Inc.") became a wholly-owned subsidiary of the Company. Explore is in the business of selling computer monitoring software, specializing in offering computer monitoring solutions for parents, corporations and educational facilities.

Principal Products

SpyBuddy 2013 is an internet spy software and computer monitoring product that allows users to secretly monitor all areas of a PC, tracking every action down to the last keystroke and the last file deleted. Unlike other computer monitoring and Internet spy software products, SpyBuddy 2013 monitoring software is virtually undetectable and exceptionally easy-to-use.

Keylogger Pro 2013 is the latest release of our award winning Keylogger. Keylogger Pro will silently record keystrokes typed on any keyboard layout (English, Russian, Chinese, Arabic, etc), as well as all passwords, emails, chats and social network activity typed by users of a computer. Keylogger Pro will also take high resolution screen shots of user activity allowing someone to see exactly what the user is seeing. Further, Keylogger Pro records all applications/programs used and how long the programs were used for.

Both Spybuddy 2013 and Keylogger PRO 2013 share the same software code, this means that the two are technically the same product, but where Keylogger PRO 2013 is an “economy” version that does not have all of the Spybuddy 2013 features. Both Spybuddy 2013 and Keylogger PRO 2013 are only compatible with the Windows operating systems XP, Vista, and 7. We have a goal to continue development of the Spybuddy 2013 and Keylogger PRO 2013 code base in order to potentially offer more Company products that have different feature sets and different price points, including the current Windows 8 compatibility development.

Both products are sold on a subscription basis with an upfront, one-year license fee. Spybuddy 2013 is offered at $69.99 and Keylogger PRO 2013 is offered at $39.99. At the time of purchase, customers must also agree to automatically be charged for the second year's license fee on the one year anniversary in order to continue using either product beyond the first year from their original purchase and activation date. The Company also offers a 7 day satisfaction guarantee or a full refund.

We sell our software products in a digital download format. We get the majority of our sales through our website, exploreanywhere.com, we also get sales through a limited network of online affiliate websites. All direct website sales are processed through Explore’s merchant processor Total Apps. Explore’s merchant processor charges 3-5% per sale. Regnow.com an affiliate payment processor serves as a payment processor for all affiliate sales. When affiliates sell our products on their own individual websites, the payments are collected by Regnow, who then pay Explore minus a commission.

Results of Operations

Three and Nine Months Ended September 30, 2013 Compared With the Three and Nine Months Ended September 30, 2012.

Revenue

Revenue increased $2,131 to $5,314 during the three months ended September 30, 2013 compared to $3,183 during the three months ended September 30, 2012. Revenue increased $11,928 to $17,749 during the nine months ended September 30, 2013 compared to $5,821 during the nine months ended September 30, 2012.The increase in revenue is the result of increasing market awareness of our products.

Operating Expenses

A summary of our operating expense for the three and six months ended June 30, 2013 and 2012 follows:

	Three Months Ended September 30,				Increase /			Percentage
	2013		2012		(Decrease)			Change
Operating expense
General and administrative		11,938		6,041	$	5,897			98	%
Sales and marketing		5,998		8,889		(2,891	)		-33	%
Research and development		1,897		16,038		(14,141	)		-88	%
Total operating expense	$	19,833	$	30,968	$	(11,135	)		-36	%

	Nine Months Ended September 30,				Increase /			Percentage
	2013		2012		(Decrease)			Change
Operating expense
General and administrative		54,488		66,038	$	(11,550	)		-17	%
Sales and marketing		20,862		22,861		(1,999	)		-9	%
Research and development		21,100		62,491		(41,391	)		-66	%
Stock compensation		20,955		-		20,955
Total operating expense	$	117,405	$	151,390	$	(33,985	)		-22	%

General and Administrative

General and administrative costs on our statement of operations include costs related to personnel, professional fees, travel and entertainment, public company costs, insurance, other office related costs and stock compensation costs which are separated above for illustrative purposes. The three month increase is primarily due to an increase in professional fees associated with being a public company. The nine month decrease in is primarily due to a decrease in legal fees.

Sales and Marketing

Sales and marketing costs include costs to promote our products primarily via online methods. These costs remained relatively consistent during the three and nine months ended September 30, 2013 and 2012.

Research and Development

Research and development costs represent direct costs incurred in our efforts to maintain continuous development of the Spybuddy and Keylogger PRO products. These costs decreased during the three and nine months ended September 30, 2013 and 2012 primarily due to financial constraints.

Other Income (Expense)

Interest expense increased $395 to $9,357 during the three months ended September 30, 2013 compared to $8,962 during the three months ended September 30, 2012. Interest expense decreased $7,319 to $26,477 during the nine months ended September 30, 2013 compared to $33,796 during the nine months ended September 30, 2012. Interest expense includes expense associated with the stated interest rate of our outstanding notes payable and accretion of the debt discount associated with the beneficial conversion feature of our convertible promissory notes payable. The three and six month, year-over-year fluctuation is due primarily to the decrease in amortization of the debt discount in 2013 compared to 2012 offset by higher stated coupon interest as a result of maintaining higher loan balances in 2013 compared to 2012.

Liquidity and Capital Resources

Our available working capital and capital requirements will depend upon numerous factors, including the sale of Spybuddy and Keylogger PRO software, the timing and cost of commercialization efforts, the cost of further developing Spybuddy and Keylogger PRO, the status of our competitors, our ability to establish collaborative arrangements with other organizations, and our ability to attract and retain key employees.

From inception to September 30, 2013, we have incurred an accumulated deficit of $2,934,584. This loss has been incurred through a combination intangible asset impairment of $1,341,884, professional fees and expenses supporting our plans to develop our business and brand our services as well as continued operating losses.

At September 30, 2013, the Company had current assets of $6,917 compared to accounts payable and accrued expenses of $99,758. During the nine months ended September 30, 2013, the Company had revenue of $17,149 and loss from operations of $99,656. The Company has incurred losses since inception and may not be able to generate sufficient net revenue from its business in the future to achieve or sustain profitability. To finance our operations, we are currently pursuing additional business opportunities and funds through equity or debt financing or a combination thereof. The Company currently has no commitments to obtain any such financing, and there can be no assurance that financing will be available in amounts or on terms acceptable to the Company, if at all.

Net cash used by operating activities was $63,954 during the nine months ended September 30, 2013 compared to $125,397 during the nine months ended September 30, 2013.

Net cash provided by financing activities was $67,402 during the nine months ended September 30, 2013 as compared to $122,800 during the nine months ended September 30, 2013.

Plan of Operation for the Next Twelve (12) Months

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

As of September 30, 2013, the company owed $556,959 in principal and accrued interest under a series of unsecured promissory notes issued to two (2) lenders. Interest accrues on these notes at the rate of 8% per annum. The notes do not require us to make any interim interest payments. As of the date of the filing of this annual report, notes totaling $379,348 in principal, have already matured but have not been repaid. We therefore are technically in default on these notes, although neither of the lenders have sent us a notice of default. The remaining notes mature at various dates. We currently do not have the resources to repay any of these notes. Failure to acquire the resources to repay these notes could result in either or both of the lenders taking legal action against us for repayment of the notes. This debt could therefore result in the company going out of business.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Critical Accounting Estimates

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires us to make judgments, assumptions and estimates that have a significant impact on the results that we report in our consolidated financial statements. Some of our accounting policies require us to make difficult and subjective judgments, often as a result of the need to make estimates regarding matters that are inherently uncertain Note B of the Notes to Consolidated Financial Statements describes the significant accounting policies used in the preparation of the financial statements. Certain of these significant accounting policies require us to make critical accounting estimates, as defined below.

A critical accounting estimate is defined as one that is both material to the presentation of our financial statements and requires management to make difficult, subjective or complex judgments that could have a material effect on our financial condition and results of operations. Specifically, critical accounting estimates have the following attributes:

·	we are required to make assumptions about matters that are highly uncertain at the time of the estimate; and

·	different estimates we could reasonably have used, or changes in the estimate that are reasonably likely to occur, would have a material effect on our financial condition or results of operations.

Estimates and assumptions about future events and their effects cannot be determined with certainty. We base our estimates on historical experience and on various other assumptions believed to be applicable and reasonable under the circumstances. These estimates may change as new events occur, as additional information is obtained and as our operating environment changes. These changes have historically been minor and have been included in the consolidated financial statements as soon as they became known. Based on a critical assessment of our accounting policies and the underlying judgments and uncertainties affecting the application of those policies, management believes that our financial statements are fairly stated in accordance with accounting principles generally accepted in the United States, and present a meaningful presentation of our financial condition and results of operations.

Our most critical accounting estimates include:

·	the assessment of recoverability of long-lived assets, which impacts operating expenses when we record impairments or accelerate depreciation; and

·	the recognition and measurement of current and deferred income taxes, which impact our provision for taxes.

Below, we discuss these policies further, as well as the estimates and judgments involved.

Long-lived Assets

Long-lived assets, comprised of equipment, and identifiable intangible assets, are evaluated for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors that may cause an impairment review include significant changes in technology that make current computer-related assets that we use in our operations obsolete or less useful and significant changes in the way we use these assets in our operations. When evaluating long-lived assets for potential impairment, we first compare the carrying value of the asset to the asset’s estimated future cash flows (undiscounted and without interest charges). If the estimated future cash flows are less than the carrying value of the asset, we calculate an impairment loss. The impairment loss calculation compares the carrying value of the asset to the asset’s estimated fair value, which may be based on estimated future cash flows (discounted and with interest charges). We recognize an impairment loss if the amount of the asset’s carrying value exceeds the asset’s estimated fair value. If we recognize an impairment loss, the adjusted carrying amount of the asset becomes its new cost basis. The new cost basis will be depreciated (amortized) over the remaining useful life of that asset. Using the impairment evaluation methodology described herein, there have been no long-lived asset impairment charges for each of the last two years.

Our impairment loss calculations contain uncertainties because they require management to make assumptions and to apply judgment to estimate future cash flows and asset fair values, including forecasting useful lives of the assets and selecting the discount rate that reflects the risk inherent in future cash flows.

We have not made any material changes in our impairment loss assessment methodology during the past two fiscal years. We do not believe there is a reasonable likelihood that there will be a material change in the estimates or assumptions we use to calculate long-lived asset impairment losses. However, if actual results are not consistent with our estimates and assumptions used in estimating future cash flows and asset fair values, we may be exposed to losses that could be material.

Income Taxes

Provisions for income taxes are based on taxes payable or refundable for the current period and deferred taxes on temporary differences between the amount of taxable income and pretax financial income and between the tax bases of assets and liabilities and their reported amounts in the financial statements. Deferred tax assets and liabilities are included in the financial statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled.

When accounting for Uncertainty in Income Taxes, first, the tax position is evaluated to determine the likelihood that it will be sustained upon external examination. If the tax position is deemed “more-likely-than-not” to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50 percent likelihood of being realized upon ultimate settlement. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company’s utilization of U.S. Federal net operating losses will be limited in accordance to Section 381 rules. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

Recently Issued Accounting Pronouncements

We review new accounting standards as issued. Although some of these accounting standards issued or effective after the end of our previous fiscal year may be applicable to us, we have not identified any standards that we believe merit further discussion. We believe that none of the new standards will have a significant impact on our consolidated financial statements.

Off-Balance Sheet Arrangements

We have no material off-balance sheet transactions.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), as of the end of the period covered by this quarterly report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of September 30, 2013 that our disclosure controls and procedures were effective such that the information required to be disclosed in our United States Securities and Exchange Commission (the “SEC”) reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II -- OTHER INFORMATION

Item 3. Defaults Upon Senior Securities.

Please refer to the financial statement footnotes, "Note E - Promissory Notes". The Company is currently in default on $379,348 of principal and $83,841 of interest payable. During the nine months ended September 30, 2013, $48,298 of principle of notes payable matured and fell into default.

Item 6. Exhibits.

Exhibit No.		Identification of Exhibit
31.1*		Certification of Bryan Hammond, Chief Executive Officer of Explore Anywhere Holding Corp., pursuant to 18 U.S.C. §1350, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Justin Frere, Chief Financial Officer of Explore Anywhere Holding Corp., pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Bryan Hammond, Chief Executive Officer of Explore Anywhere Holding Corp., pursuant to 18 U.S.C. §1350, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Justin Frere, Chief Financial Officer of Explore Anywhere Holding Corp., pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.
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

______________

* Filed Herewith

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	EXPLORE ANYWHERE HOLDING CORP.

Date: November 8, 2013	By:	/s/ Bryan Hammond
		Bryan Hammond,
		Chief Executive Officer (Principal Executive Officer)

	By:	/s/ Justin Frere
		Justin Frere,
		Chief Financial Officer (Principal Financial Officer, and Principal Accounting Officer)

MULTIMEDIA PLATFORMS INC. - FORM 10-Q - November 8, 2013

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MULTIMEDIA PLATFORMS INC. Reports