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UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 

FORM 10-K

 

(Mark One)

 

(X)ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended January 31, 2014

 

(  )TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

     

 

For the transition period from _______ to _______

 

 

AFFINITY MEDIAWORKS CORP.

 (Exact name of registrant as specified in its charter)

 

Nevada 75-3265854
(State or other jurisdiction of (I.R.S. Employer Identification no.)
incorporation or organization)  
   
5460 Lake Road  
Tully, New York 13159
(Address of principal executive offices) (Zip Code)

 

(315) 727-5788

 (Registrant's telephone number, including area code)

 

455 Route 306, Suite M#2922 Monsey, New York 10952

Former Tel: (206) 426-5044

(Former name, former address and former fiscal year,
if changed since last report)

 

 

Securities to be registered under Section 12(b) of the Act:

 

Title of each class:

None

 

Name of each exchange on which registered:

 None

 

Securities to be registered under Section 12(g) of the Act: 

None

(Title of class)

 

 

1
 

 

 

Indicate by check mark if the registrant is a well known seasoned issuer, as defined in Rule 405 of the Securities Act

Yes ( )       No  (X)

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ( )    No  (X)

 

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 past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  (X) No ( )     

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). 

Yes (X ) No ( )

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. (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 [  ] Accelerated filer   [  ]
       
Non-accelerated filer [  ] Smaller reporting company [X]

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes (X)   No  ( )

 

State issuer’s revenues for its most recent fiscal year.   $ 0

 

As of July 31, 2013, the last business day of the second quarter in 2013, the aggregate market value of the Registrant’s voting stock held by non-affiliates was approximately $8,770.00 (based on a closing price of $0.18 per share). As of January 31, 2014, the last business day of the fiscal year, the aggregate market value of the Registrant’s voting stock held by non-affiliates was approximately $487.00 (based on a closing price of $0.01 per share).

 

As of the period ended in this report, January 31, 2014, the registrant had 173,885 shares of common stock outstanding.

 

As of the date of filing, March 7, 2014 the registrant had 173,885 shares of common stock outstanding.

 

 

 

 

 

 

 

2
 

 

 

AFFINITY MEDIAWORKS CORP.
(A DEVELOPMENT STAGE COMPANY)

ANNUAL REPORT ON FORM 10-K


FOR THE YEAR ENDED JANUARY 31, 2014

  TABLE OF CONTENTS  PAGE
  PART I  
 ITEM 1. BUSINESS 4
     
 ITEM 1.A RISK FACTORS 5
     
 ITEM 2. PROPERTIES 5
     
 ITEM 3. LEGAL PROCEEDINGS 5
     
 ITEM 4. MINE SAFETY DISCLOSURES 6
     
  PART II  
 ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 7
     
 ITEM 6. SELECTED FINANCIAL DATA 7
     
 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 8
     
 ITEM 7.A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 13
     
 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 13
     
 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 14
     
 ITEM 9.A CONTROLS AND PROCEDURES 14
     
 ITEM 9.B OTHER INFORMATION 15
     
  PART III  
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 16
     
 ITEM 11. EXECUTIVE COMPENSATION 18
     
 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 18
     
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE 18
     
 ITEM 14. PRINCIPAL  ACCOUNTING FEES AND SERVICES 19
     
  PART IV  
 ITEM 15. EXHIBITS 20
     
  SIGNATURES 21

 

 

 

 

 

3
 

 

PART I

 

FORWARD-LOOKING INFORMATION

 

All statements contained in this Form 10K, other than statements of historical facts, which address future activities, events or developments, are forward-looking statements, including, but not limited to, statements containing the words "believe," "anticipate," "expect" and words of similar import. These statements are based on certain assumptions and analyses made by us in light of our experience and our assessment of historical trends, current conditions and expected future developments as well as other factors we believe are appropriate under the circumstances. However, whether actual results will conform to the expectations and predictions of management is subject to a number of risks and uncertainties that may cause actual results to differ materially.

 

Consequently, all of the forward-looking statements made in this Form 10K are qualified by these cautionary statements and there can be no assurance that the actual results anticipated by management will be realized or, even if substantially realized, that they will have the expected consequences to or effects on our business operations.

 

As used in this Form 10K, unless the context requires otherwise, "we" or "us" or “us" means Affinity Mediaworks Corp.

 

All dollar amounts in this annual report refer to US dollars unless otherwise indicated.

 

BASIS OF PRESENTATION

 

The audited 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.

 

ITEM 1.   BUSINESS

 

Description of Business

 

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 January 31, 2014 we had cash of $0.  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.

 

4
 

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.

  

Research and Development

 

We have not spent any amounts on research and development activities during the year ended January 31, 2014.  We anticipate that we will not incur any expenses on research and development over the next 12 months.  Our planned expenditures on our operations or a business combination are summarized under the section of this annual report entitled “Management’s Discussion and Analysis of Financial Position and Results of Operations”.

 

Intellectual Property

 

As of January 31, 2014 we did not own any intellectual property.

 

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 employment agreement.

 

 

ITEM 1.A - RISK FACTORS

 

Not applicable.

 

ITEM 2. - LEGAL PROCEEDINGS

 

Not Applicable.

 

 

ITEM 3. - PROPERTIES

 

We currently maintain a mailing address at 5460 Lake Road Tully, New York 13159. Our telephone number there is (315) 727-5788.

 

 

 

 

 

 

5
 

Other than this mailing address, we do not currently maintain any other office facilities, and do not anticipate the need for maintaining office facilities at any time in the near future. We pay no rent or other fees for the use of the mailing address as these offices are used virtually full-time by other businesses of our President, Mr. Passalaqua. It is likely that we will not establish an office until we have completed a business acquisition transaction, but it is not possible to predict that arrangements will actually be made with respect to future office facilities.

 

We currently have no policy with respect to investments or interests in real estate, real estate mortgages or securities of, or interests in, persons primarily engaged in real estate activities.

 

 

ITEM 4. – MINE SAFETY DISCLOSURES

 

Not Applicable.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6
 

 

PART II

 

ITEM 5. – MARKET FOR REGISTRANT’S RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES

 

 (a)    Market Information. There is a limited trading market for our common stock at present and there has been minimal trading market to date. On October 17, 2008, our shares began trading on FINRA’s Over-The-Counter Bulletin Board (the “OTC Bulletin Board”) under the symbol “GBKR.”   On January 30, 2009 our symbol was changed to “AFFW” to reflect our name change.  On February 21, 2014 our symbol was changed to “AFFWD” to reflect the reverse stock split. There is a limited public market for our common stock.  The market for our stock is highly volatile.  We cannot assure you that there will be a market in the future for our common stock.

 

OTC Bulletin Board securities are not listed and traded on the floor of an organized national or regional stock exchange.  Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting dealers in stocks. OTC Bulletin Board issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.

 

Our common stock is classified as a penny stock and as such, broker dealers dealing in our common stock will be subject to the disclosure rules for transactions involving penny stocks, which require the broker dealer to determine if purchasing our common stock is suitable for a particular investor.  The broker dealer must also obtain the written consent of purchasers to purchase our common stock.  The broker dealer must also disclose the best bid and offer prices available for our stock and the price at which the broker dealer last purchased or sold our common stock.  These additional burdens imposed on broker dealers may discourage them from effecting transactions in our common stock, which could make it difficult for an investor to sell their shares

 

 (b) Holders. As of January 31, 2014 there were approximately 54 record holders of 173,885 shares of the Company's common stock.

 

 (c)   Dividend Policy. We have not declared or paid any cash dividends on our common stock and we do not intend to declare or pay any cash dividend in the foreseeable future.  The payment of dividends, if any, is within the discretion of our Board of Directors and will depend on our earnings, if any, our capital requirements and financial condition and such other factors as our Board of Directors may consider.

 

 (d)  Securities Authorized for Issuance Under Equity Compensation Plans. We have not authorized the issuance of any of our securities in connection with any form of equity compensation plan.

 

(e) Recent Sale of Unregistered Securities.  None. 

 

(f) Transfer Agent. Integral Transfer Agency
 

203 – 100 Queen St. E

Toronto, ON, M5C 1S6

Canada

Phone: 416-623-8028

Fax: 1-866-571-9615

 

 

ITEM 6. – SELECTED FINANCIAL DATA

 

Not required for a smaller reporting company.

 

 

 

 

 

 

 

7
 

ITEM 7. – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

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 $4,400,121 for the period from December 17, 2007 (inception) to January 31, 2014, 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, 2013, we had $0 cash on hand and a deficit accumulated during the development stage of $2,678,510. At January 31, 2014, we had $0 cash on hand and a deficit accumulated during the development stage of $4,400,121. See “Liquidity and Capital Resources.”

 

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.

 

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. 

 

Revenue Recognition

 

Revenue is recognized when it is realized or realizable and earned.  We consider 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.

 

 

8
 

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.

 

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, 2014, we had $0 cash on hand and a deficit accumulated during the development stage of $(4,400,121). At January 31, 2013, we had $0 cash on hand and a deficit accumulated during the development stage of $(2,678,510). Our primary source of liquidity for the current quarter has been donated capital and loans from shareholders.

In 2012 and 2013, Affinity Mediaworks had incurred liabilities to Cortland Communications, LLC in the amount of $16,098 in both notes payable and accrued interest on those notes. Cortland Communications, LLC is a majority shareholder in Affinity Mediaworks Corp. On July 12, 2013, 73,549 shares of common stock were issued to Cortland Communications, LLC in exchange for all notes payable and accrued interest outstanding as of that date, in the amount of $16,098, paid in full. In 2013 and 2014 Affinity Mediaworks incurred additional liabilities to Cortland Communications, LLC in the amount of $1,600. These promissory notes bear simple interest at 15% per annum. As of January 31, 2014, Affinity Mediaworks Corp. currently owes Cortland Communications, LLC $1,600 in principal on these notes, with interest accrued of $69.

In 2013, Affinity Mediaworks incurred liabilities to a third party in the amount of $3,597. These promissory notes bear simple interest at 15% per annum. As of January 31, 2014, Affinity Mediaworks Corp. currently owes $3,597 in principal on these notes, with interest accrued of $254.

 

Net cash used in operating activities was $11,967 during the twelve months ended January 31, 2014.

 

Net cash provided by investing activities was $0 during the twelve months ended January 31, 2014.

 

Net cash provided by financing activities was $11,967 during the twelve months ended January 31, 2014.

 

 

9
 

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 $4,400,121 for the period from December 17, 2007 (inception) through January 31, 2014. The company had net loss of $1,721,611 for the period ended January 31, 2014 as compared to a net loss of $1,697,335 for the period ended January 31, 2013.

 

CASH FLOW

 

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

 

WORKING CAPITAL

 

As of January 31, 2013, the Company had total current assets of $0 and total current liabilities of $17,208 resulting in a working capital deficit of $17,208. As of January 31, 2014, the Company had total current assets of $701 and total current liabilities of $23,520 resulting in a working capital deficit of $22,819.

 

RESULTS OF OPERATIONS FOR THE TWELVE MONTHS ENDED JANUARY 31, 2014 COMPARED TO THE TWELVE MONTHS ENDED JANUARY 31, 2013

 

LACK OF REVENUES

 

We are a development stage company with limited operations since our inception on December 17, 2007 to January 31, 2014.  We have not generated any revenues.  As of January 31, 2014, we have an accumulated deficit of $4,400,121.  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 $1,721,611 for the twelve months ended January 31, 2014, compared to a net loss of $1,697,335 for the twelve months ended January 31, 2013.  From inception on December 17, 2007 to January 31, 2014, we have incurred a net loss of $4,400,121.  Our basic and diluted loss per share was $(12.19) for the year ended January 31, 2014, and $(21.41) for the year ended January 31, 2013. 

 

OPERATION AND ADMINISTRATIVE EXPENSES

 

Our total operating expenses decreased to $26,615 for the twelve months ended January 31, 2014, compared to $1,701,861 for the same period in 2013.  This decrease in expenses is mostly due to a consulting fee in G&A of $1,680,000 in 2013.  Since our inception on December 17, 2007 to January 31, 2013, we have incurred total operating expenses of $1,703,033.

 

Our consulting services remained unchanged at $3,000 for the twelve months ended January 31, 2014 compared to the same period in 2013.  Since our inception on December 17, 2007 until January 31, 2014 we have spent $44,846 on consulting fees.

 

Our rent expense remained unchanged at $3,000 for the twelve months ended January 31, 2014 compared to the same period in 2013.  Since our inception on December 17, 2007 until January 31, 2013 we have spent $18,250 on rent.

 

Our management fees were $0 for the twelve months ended January 31, 2014 and January 31, 2013.  Since our inception on December 17, 2007 until January 31, 2014 we have spent $240,000 on management fees.

 

10
 

 

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 decreased to $5,615 for the twelve months ended January 31, 2014, compared to $1,684,261 for the same period in 2013.  Since our inception on December 17, 2007 until January 31, 2014 we have spent $1,703,033 on general and administrative expenses.

 

Our legal and accounting fees increased to $15,000 for the twelve months ended January 31, 2014, compared to $11,600 for the same for the same period in 2013.  Since our inception on December 17, 2007 until January 31, 2014 we have spent $94,579 on legal and accounting expenses.

 

Common Stock

 

Affinity issued 129,060 shares of common stock (founder's shares) on December 17, 2007 to the President and Director of the Company. In addition, 13,117 shares of common stock were issued to the public on May 15, 2008 for $50,830 and 77,419 shares were returned to the treasury on July 31, 2008.

 

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.

 

In 2010 the Company recorded a note receivable for $338,000 and a $270,000 loss on acquisition in exchange for a stock payable of 3,380,000 shares valued at $608,400. The stock was valued based on fair market value on the date of the grant.

In 2011 Affinity wrote off the note receivable for $338,000 as a loss on acquisition as the party was not able to pay off the balance of note.  As of January 31, 2011, the Company had a $608,400 stock payable related to these transactions.

 

As of January 31, 2011, 246 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 23, 2012 there was a change of control and 51,613 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 72 % of the outstanding common stock in Affinity Mediaworks Corp.

 

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 30,970 shares in three shares certificates and this was recorded as a Stock Payable valued at $1,680,000. The stock was valued based on fair market value on the date of the grant.

 

On August 2, 2012, 30,970 shares of common stock were issued in exchange for the Stock Payable:

 

Robert Thast   9,033
Phillip Brooks 9,033
Yuriy Nesterchuck 12,904

 

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, 4,362 shares of common stock were issued.

 

On September 18, 2012 the Company recorded minutes on a proposed a 1 for 777 reverse stock split. The common stock issued on all previous quarterly and annual filings after that date reflected the reverse split retroactively, pending approval from FINRA.

 

On July 2, 2013, the Company recorded minutes and issued a cancellation of the proposed 1 for 777 reverse stock split. As of October 31, 2013 the common stock issued has been adjusted retroactively back to inception to reflect the cancellation of the reverse stock split.

 

 

 

11
 

 

On July 12, 2013, in exchange for notes payable and accrued interest of $16,098, 73,549 shares of common stock were issued to Cortland Communications, LLC. The stock was valued based on fair market closing price on the date of the grant. The Company had a loss on debt conversion of $1,693,902 related to this stock transaction.

 

On January 24, 2014 the Company recorded minutes on a proposed a 1 for 775 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 reverse stock split has been approved by FINRA with the effective date of 2/21/2014. As of January 31, 2014 the common stock issued and outstanding has been adjusted retroactively back to inception to reflect a proposed 1 for 775 reverse stock split.

 

As of January 31, 2014, Affinity Mediaworks Corp. has a 190,000,000 shares of common stock authorized at $0.00001 par value per share and 173,885 shares of common stock issued and outstanding.

 

Preferred Stock

 

On August 20, 2012 the Company filed a Certificate of Amendment with the State of Nevada and reclassified 10,000,000 Capital stock as Preferred stock with a par value of $0.00001. There are an aggregate of 0 shares of Preferred Stock issued and outstanding as of the date of this Annual Filing.

 

 

 

  

 

12
 

 

ITEM 7A. – QUANTITIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not required for a smaller reporting company.

 

ITEM 8. – FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

Our Financial statements for the years ended January 31, 2014 and January 31, 2013, including the notes thereto, together with the report of independent certified public accountants thereon, are presented below.

 

Affinity Mediaworks Corp.

(Formerly Green Bikes Rental Corporation)

January 31, 2014

 

 

Index
   
Report of Independent Registered Public Accounting Firm F-1
   
Balance Sheets as of January 31, 2014 and 2013 F-2
   
Statements of Operations for the years ended January 31, 2014 and 2013 and from December 17, 2007 (inception) through January 31, 2014 F-3
   
Statements of Cash Flows for the years ended January 31, 2014 and 2013 and from December 17, 2007 (inception) through January 31, 2014 F-4
   
Statement of Changes in Stockholders’ Deficit from December 17, 2007 (inception) through January 31, 2014 F-5
   
Notes to the Financial Statements F-6-F-10

 

 

 

 

 

 

 

13
 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

To the Board of Directors

Affinity MediaWorks Corp.

(A Development Stage Company)

 

We have audited the accompanying balance sheets of Affinity MediaWorks Corp. (A Development Stage Company) as of January 31, 2014 and 2013 and the related statements of operations, changes in shareholders' equity (deficit) and cash flows for the periods then ended and from inception (December 17, 2007) through January 31, 2014. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Affinity MediaWorks Corp. as of January 31, 2014 and 2013, and the results of its operations and cash flows for the periods described above in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has accumulated losses and insufficient working capital to meet operating needs, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

/s/ M&K CPAS, PLLC

 

www.mkacpas.com

Houston, Texas

March 7, 2014

 

 

 

 

 

 

 

 

F-1
 

 

 

AFFINITY MEDIAWORKS CORP.
(Formerly Green Bikes Rental Corporation)
(A Development Stage Company)
BALANCE SHEETS
             
      January 31,   January 31,  
      2014   2013  
             
  ASSETS          
  Cash    $                 -    $                    -  
  Prepaid Expense                   701                          -  
             
    Total Assets    $             701    $                    -  
             
             
  LIABILITIES & STOCKHOLDERS' DEFICIT          
    Current Liabilities:          
    Accounts Payable    $          6,500    $               650  
    Accounts Payable - Related Party                7,500                  3,000  
    Accrued Expense                4,000                  5,000  
    Interest Payable                    254                          -  
    Interest Payable - Related Party                     69                     356  
    Notes Payable                3,597                          -  
    Notes Payable - Related Party                1,600                  8,202  
             
    Total Liabilities              23,520                17,208  
             
             
    Stockholders' Equity (Deficit)          
    Preferred Stock 10,000,000 shares Authorized; $0.00001 par value          
 

  0 shares Issued and Outstanding as of January 31, 2013 and

  January 31, 2014

                      -                          -  
    Common Stock, 190,000,000 shares Authorized; $0.00001 par value          
    100,336 shares Issued and Outstanding as of January 31, 2013 and           
    173,885 shares Issued and Outstanding as of January 31, 2014                       2                         1  
    Additional Paid-In Capital         4,377,300           2,661,301  
    Deficit Accumulated During the Development Stage       (4,400,121)          (2,678,510)  
                
    Total Stockholders' Equity (Deficit)            (22,819)               (17,208)  
             
  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)    $             701    $                    -  
             
The accompanying notes are an integral part of these audited financial statements.  

 

 

F-2
 

 

 

AFFINITY MEDIAWORKS CORP.
(Formerly Green Bikes Rental Corporation)
(A Development Stage Company)
STATEMENTS OF OPERATIONS  
                 
      For the Year   For the Year   December 17, 2007  
      Ended   Ended   (Date of Inception) to   
      January 31, 2014   January 31, 2013   January 31, 2014  
                 
  Revenues:    $                                 -    $                               -    $                                -  
                 
  Operating Expenses:              
  Consulting services                               3,000                              3,000                             44,846  
  General and Administrative                               5,615                       1,684,261                        1,703,033  
  Rent                               3,000                              3,000                             18,250  
  Legal and Accounting                             15,000                            11,600                             94,579  
  Management Fees                                       -                                     -                           240,000  
  Loss on Acquisition of Note Receivable                                       -                                     -                           608,400  
  Total Operating Expenses                             26,615                       1,701,861                        2,709,108  
  Operating Loss                             (26,615)                     (1,701,861)                      (2,709,108)  
                 
  Other Income (Expense):              
  Interest Expense                              (1,094)                               (356)                             (1,993)  
  Gain on Accounts Payable Debt Forgiveness                                        -                              4,882                               4,882  
  Loss on Debt Conversion - Related Party                       (1,693,902)                                     -                      (1,693,902)  
                 
   Net Loss      $                 (1,721,611)    $               (1,697,335)    $                (4,400,121)  
   Basic & Diluted Loss per Common Share     $                        (12.19)    $                      (21.41)      
                 
   Weighted Average Common Shares               
   Outstanding                            141,241                            79,274      
                 
  The accompanying notes are an integral part of these audited financial statements.

 

 

F-3
 

 

 

AFFINITY MEDIAWORKS CORP.
(Formerly Green Bikes Rental Corporation)
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
               
            December 17, 2007  
    For the Year Ended   For the Year Ended   (Date of Inception) to   
    January 31, 2014   January 31, 2013   January 31, 2014  
CASH FLOWS FROM OPERATING              
ACTIVITIES:              
Net Loss    $                  (1,721,611)    $                 (1,697,335)                        (4,400,121)  
 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                                 6,000                               6,000                               41,151  
Imputed Interest on Shareholder Advance                                         -                                       -                                    544  
Loss on Debt Conversion - Related party                          1,693,902                                       -                          1,693,902  
Loss on Acquisition of Note Receivable                                         -                                       -                             608,400  
 Changes in operating assets and liabilities:              
Accounts Payable                                 6,103                                 (347)                             263,067  
Accounts Payable Related party                                 5,340                               3,000                                 8,695  
Accrued Expenses                               (1,000)                               5,000                                 4,000  
Prepaid Expenses                                  (701)                                  356                                  (701)  
Net Cash (used in) Provided by Operating Activities                             (11,967)                              (8,208)                             (79,349)  
               
CASH FLOWS FROM FINANCING              
  Proceeds from Sale of Common Stock                                         -                                       -                               50,830  
  Proceeds from Loans - Related Party                                 8,370                               8,202                               16,572  
  Proceeds from Loans                                 3,597                                       -                                 3,597  
  Donated Audit and   Review Fees                                         -                                       -                                 8,350  
Net Cash (used in) Provided by Financing Activities                               11,967                               8,202                               79,349  
               
Net (Decrease) Increase in Cash   -   (6)                                        -  
Cash at Beginning of Period                                         -                                     6                                        -  
               
Cash at End of Period    $                                   -    $                                    $                                  -  
               
Supplemental Disclosures:              
Interest paid    $                                   -    $                                 -    $                                  -  
Income taxes paid    $                                   -    $                                 -    $                                  -  
               
Non Cash Disclosures:               
Stock Issued in Conversion of Debt to Related Party    $                         16,098    $                                 -    $                         16,098  
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 audited financial statements.  

 

 

 

 

F-4
 

 

 

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 January 31, 2014
 
                    Deficit    
                    Accumulated    
             Additional        Since   Total 
     Common Stock     Paid in     Stock     Development    Stockholders'
     Shares     Par Value     Capital     Payable    Stage   Deficiency
                         
Inception December 17, 2007                           -    $             -    $                    -    $                    -    $                        -    $                   -
                         
Issuance of founder's shares               129,060                  2                        (2)                          -                              -                         -
                         
Donated services                            -                   -                      500                          -                              -                    500
                         
Net loss                                       (905)                  (905)
                         
Balances at January 31, 2008               129,060                  2                      498                          -                       (905)                  (405)
                         
Issuance of founder's shares                 13,117                   -                 50,830                          -                              -               50,830
                         
Donated services                           -                   -                   6,000                          -                              -                 6,000
                         
Imputed interest in shareholder advances                           -                   -                      272                          -                              -                    272
                         
Shares returned                (77,419)                (1)                          1                          -                              -                         -
                         
Net loss                           -                   -                          -                          -                  (48,093)             (48,093)
                         
Balances at January 31, 2009                 64,758                  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                 64,758                  1                 63,873                          -                (132,167)             (68,293)
                         
Donated services                           -                   -                 10,651                          -                              -               10,651
                         
Shares issued for services                      246                   -                 26,596                          -                              -               26,596
                         
Stock payable for note receivable                           -                   -                          -              608,400                              -             608,400
                         
Net loss                           -                   -                          -                          -                (772,728)           (772,728)
                         
Balances at January 31, 2011                 65,004                  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                 65,004                  1               359,741              608,400                (981,175)             (13,033)
                         
Donated services                           -                   -                   6,000                          -                              -                 6,000
                         
Donated related party accounts payable                           -                   -                   7,160                          -                              -                 7,160
                         
Stock issued for services                 30,970                   -            1,680,000                          -                              -          1,680,000
                         
Stock issued for stock payable                   4,362                   -               608,400             (608,400)                              -                         -
                         
Net loss                           -                   -                          -                 (1,697,335)        (1,697,335)
                         
Balances at January 31, 2013               100,336                  1            2,661,301                          -             (2,678,510)             (17,208)
                         
Donated services                           -                   -                   6,000                          -                              -                 6,000
                         
Stock issued for conversion of debt                 73,549                  1            1,709,999                          -                              -          1,710,000
                         
Net loss                           -                   -                          -                          -             (1,721,611)        (1,721,611)
                         
Balances at January 31, 2014               173,885    $            2    $      4,377,300    $                    -    $       (4,400,121)    $       (22,819)
                         
The accompanying notes are an integral part of these audited financial statements.

 

 

F-5
 

 

AFFINITY MEDIAWORKS CORP.

(Formerly Green Bikes Rental Corporation)

 (A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

 

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.

 

On July 23, 2012 there was a change of control and 40,000,000 shares were transferred from Yulia Nesterchuk to Cortland Communications, LLC.

 

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 January 24, 2013 the Company recorded minutes on a proposed a 1 for 775 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.

 

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 January 31, 2014 and 2013 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 MEASUREMENTS

 

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.

 

· 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 January 31, 2014 and January 31, 2013, there were no applicable items on which the fair value option was elected.

 

F-6
 

 

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 February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to:

 

-Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period; and
-Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense.

 

The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013-02 is not expected to have a material impact on our financial position or results of operations.

 

In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 is not expected to have a material impact on our financial position or results of operations.

 

In October 2012, the 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.

 

F-7
 

 

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 has not had a material impact on our financial position or results of operations.

 

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 $4,400,121 and has insufficient working capital to meet operating needs for the next twelve months as of January 31, 2014, all of which raise substantial doubt about Affinity’s ability to continue as a going concern.

  

NOTE 3 - RELATED PARTY TRANSACTIONS

 

During the twelve months ended January 31, 2014 and January 31, 2013, the Company recognized a total of $6,000 for donated rent and services provided by the President and Director of the Company.

In the previous year ended January 31, 2013, Affinity Mediaworks had incurred liabilities to Cortland Communications, LLC in the amount of $8,202. Mark Gleason is the President of both Affinity Mediaworks Corp. and Cortland Communications, LLC, a majority shareholder in Affinity Mediaworks Corp. The promissory notes bear simple interest at 15% per annum. On July 12, 2013, in exchange for notes payable and accrued interest of $16,098 as of that date, 73,549 shares of common stock were issued to Cortland Communications, LLC. The stock was valued based on fair market closing price on the date of the grant. The Company had a loss on debt conversion of $1,693,902 related to this stock transaction. As of January 31, 2014, Affinity Mediaworks incurred new liabilities to Cortland Communications, LLC in the amount of $1,600. The promissory notes bear simple interest at 15% per annum. Affinity Mediaworks Corp. currently owes Cortland Communications, LLC $1,600 in principal on these notes, with interest accrued of $69.

 

During the twelve months ended January 31, 2014 and January 31, 2013, Affinity Mediaworks Corp. has incurred liabilities to Lyboldt-Daly, Inc. in the amount of $4,500 and $3,000, respectively. Lyboldt-Daly completed bookkeeping and internal accounting for Affinity Mediaworks Corp. Joseph Passalaqua is the President of Lyboldt-Daly, Inc. and the Secretary of Cortland Communications, a majority shareholder in Affinity Mediaworks Corp. As of January 31, 2014, Affinity Mediaworks Corp. has total liabilities owed to Lyboldt-Daly, Inc. in the amount of $7,500.

 

As of January 31, 2014, 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

 

In the previous year ended January 31, 2013, $7,160 in accounts payable was forgiven by related parties, balance forgiven was recorded as additional paid in capital.

 

In the previous year ended January 31, 2013, $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 129,060 shares of common stock (founder's shares) on December 17, 2007 to the President and Director of the Company. In addition, 13,117 shares of common stock were issued to the public on May 15, 2008 for $50,830 and 77,419 shares were returned to the treasury on July 31, 2008.

 

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.

 

F-8
 

In 2010 the Company recorded a note receivable for $338,000 and a $270,000 loss on acquisition in exchange for a stock payable of 3,380,000 shares valued at $608,400. The stock was valued based on fair market value on the date of the grant.

 

In 2011 Affinity wrote off the note receivable for $338,000 as a loss on acquisition as the party was not able to pay off the balance of note.  As of January 31, 2011, the Company had a $608,400 stock payable related to these transactions.

 

As of January 31, 2011, 246 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 23, 2012 there was a change of control and 51,613 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 72 % of the outstanding common stock in Affinity Mediaworks Corp.

 

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 30,970 shares in three shares certificates and this was recorded as a Stock Payable valued at

 

On August 2, 2012, 30,970 shares of common stock were issued in exchange for the Stock Payable:

 

Robert Thast   9,033
Phillip Brooks 9,033
Yuriy Nesterchuck 12,904

 

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, 4,362 shares of common stock were issued.

 

On September 18, 2012 the Company recorded minutes on a proposed a 1 for 777 reverse stock split. The common stock issued on all previous quarterly and annual filings after that date reflected the reverse split retroactively, pending approval from FINRA.

On July 2, 2013, the Company recorded minutes and issued a cancellation of the proposed 1 for 777 reverse stock split and the common stock issued has been adjusted retroactively back to inception to reflect the cancellation of the reverse stock split.

 

On July 12, 2013, in exchange for notes payable and accrued interest of $16,098, 73,549 shares of common stock were issued to Cortland Communications, LLC. The stock was valued based on fair market closing price on the date of the grant. The Company had a loss on debt conversion of $1,693,902 related to this stock transaction.

 

On January 24, 2014 the Company recorded minutes on a proposed a 1 for 775 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 reverse stock split has been approved by FINRA with the effective date of 2/21/2014. As of January 31, 2014 the common stock issued and outstanding has been adjusted retroactively back to inception to reflect a proposed 1 for 775 reverse stock split.

 

As of January 31, 2014, Affinity Mediaworks Corp. has a 190,000,000 shares of common stock authorized at $0.00001 par value per share and 173,885 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 $352,506 as of January 31, 2013 and $374,214 as of January 31, 2014. The significant components of the deferred tax asset as of January 31, 2014 and January 31, 2013 are as follows:

 

   1/31/14  1/31/13
Deferred Tax Assets  $127,233   $119,852 
Valuations allowance   (127,233)   (119,852)
           
Net deferred tax asset  $—     $—   

F-9
 


NOTE 7 – CHANGE OF CONTROL

On July 23, 2012 there was a change of control and 51,613 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 72 % of the outstanding common stock in Affinity Mediaworks Corp.

NOTE 8 – SUBSEQUENT EVENT

 

The 1-775 reverse stock split has been approved by FINRA with the effective date of 2/21/2014.

 

 

 

 

 

 

 

F-10
 

  

ITEM 9. – CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

There are not and have not been any disagreements between the Registrant and its accountants on any matter of accounting principles, practices or financial statement disclosure.

 

ITEM 9. A – CONTROLS AND PROCEDURES

 

The Company's Chief Executive Officer is responsible for establishing and maintaining disclosure controls and procedures for the Company.

 

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

 

For purposes of this Item 9A., 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 January 31, 2014, 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.

 

REPORT OF MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; providing reasonable assurance that receipts and expenditures of Company assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use or disposition of Company assets that could have a material effect on our financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, our internal control over financial reporting does not provide assurance that a misstatement of our financial statements would be prevented or detected and is not effective.

 

14
 

 

On January 31, 2014, management conducted an evaluation of the effectiveness of our internal control over financial reporting and found it to be not effective subsequent to filing our Annual Report on Form 10-K for the year ended January 31, 2014, on March 7, 2014 with the Commission. Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management has concluded that the Company’s internal controls over financial reporting are not effective because as noted in the Annual Report, we do have not proper segregation of duties due to our limited resources available. As we obtain additional funding and employ additional personnel, we will implement programs recommended by the Treadway Commission to ensure the proper segregation of duties and reporting channels.

 

 

Our independent public accountant, M&K CPAS PLLC, has not conducted an audit of our controls and procedures regarding internal control over financial reporting. Consequently, M&K CPAS PLLC expresses no opinion with regards to the effectiveness or implementation of our controls and procedures with regards to internal control over financial reporting.

 

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 end of the fiscal year, January 31, 2014 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.

 

ITEM 9. B – OTHER INFORMATION

 

None.

 

 

 

 

 

 

 

 

 

 

 

 

 

15
 

 

PART III

 

ITEM 10. – DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

On July 13, 2013 Mark Gleason resigned as President, Chief Executive Officer, Chief Financial Officer and Director of the Company. Timo Strattner was appointed President, Chief Executive Officer, Chief Financial Officer and Director and Charles Van Houten was appointed Chief Operating Officer and Director.

 

On November 12, 2013, the majority shareholder, Cortland Communications, LLC voted to remove both Timo Strattner as President, CEO, CFO and Charles Van Houten as Chief Operating Officer and Director of the Company and elected Mark Gleason as President, CEO, CFO – sole officer and director.

 

Set forth below is the name of our Officers and Directors.

 

Name   Age   Position Held 
 Mark T. Gleason   57   President ; CEO; CEO; Director

 

All directors hold office until the next annual meeting of our shareholders and until their successors have been elected and qualify. Officers serve at the pleasure of the Board of Director.  The directors will devote such time and effort to our business and affairs as may be necessary to perform their responsibilities.  No annual meetings.

 

Sole Officer and Director

 

Mark T. Gleason, age 57, is a graduate of Auburn Community College with an Associate’s Degree in Political Science. He was formerly President of MTG Communications, Inc. and is currently an officer of Cortland Communications LLC.  Since March 4, 2010, Mr. Gleason has been an independent consultant with Ambit Energy LLC.

 

Family Relationships

 

There are no family relationships among our officers or directors.

 

Involvement in Certain Legal Proceedings  

 

During the past five years no director or executive officer of the company (i) has been involved as a general partner or executive officer of any business which has filed a bankruptcy petition; (ii) has been convicted in any criminal proceeding nor is subject to any pending criminal proceeding; (iii) has been subjected to any order, judgment or decree of any court permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and (iv) has been found by a court, the Commission or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law.

 

16
 

Significant Employees

 

The Company has no employees.  Our sole officer and director serves as such on as-needed basis. The Company does not have any consultants or third parties.

 

Committees of the Board of Directors

 

Because of our limited resources, our Board does not currently have an established audit committee or executive committee. The current members of the Board perform the functions of an audit committee, governance/nominating committee, and any other committee on an as needed basis. If and when the Company grows its business and/or becomes profitable, the Board intends to establish such committees. 

 

Audit Committee and Financial Expert

      

We do not have an Audit Committee.  Mr. Mark Gleason, the President, performs some of the same functions of an Audit Committee, such as: recommending a firm of independent certified public accountants to audit the annual financial statements; reviewing the independent auditor’s independence, the financial statements and their audit report; and reviewing management's administration of the system of internal accounting controls.  We do not currently have a written audit committee charter or similar document.

      

We have no financial expert.  We believe the cost related to retaining a financial expert at this time is prohibitive.  Further, because we have no business operations, management believes the services of a financial expert are not warranted.

 

Nominating Committee

 

We do not have a Nominating Committee or Nominating Committee Charter.  Mr. Mark Gleason, our President, performs some of the functions associated with a Nominating Committee.  We have elected not to have a Nominating Committee in that we are a development stage company with limited operations and resources.

 

Code of Ethics

 

A code of ethics relates to written standards that are reasonably designed to deter wrongdoing and to promote:

 

  1. Honest and ethical conduct, including the ethical handling of actual or apparent  conflicts of interest between personal and professional relationships;

 

  2. Full,  fair,  accurate,  timely  and  understandable  disclosure  in reports and  documents  that are filed with,  or  submitted  to, the Commission and in other public communications made by an issuer;

 

  3. Compliance with applicable governmental laws, rules and regulations;

 

  4. The prompt internal  reporting  of  violations  of the  code to an appropriate person or persons    identified in the code; and

 

  5. Accountability for adherence to the code.

 

We have not adopted a corporate code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions

 

Compliance with Section 16(a) of the Securities Exchange Act of 1934 

 

17
 

Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who beneficially own more than 10% of our equity securities (collectively, the “Reporting Persons”), to file reports of ownership and changes in ownership with the SEC. Reporting Persons are required by SEC regulation to furnish us with copies of all forms they file pursuant to Section 16(a).  As we do not have any securities registered under Section 12 of the Securities Exchange Act of 1934, none of our Reporting Persons are required to file reports of ownership and changes in ownership with the SEC.

 

Director Independence

 

Our securities are quoted on the OTC Bulletin Board which does not have any director independence requirements.  Once we engage further directors and officers, we plan to develop a definition of independence and scrutinize our Board of Directors with regard to this definition.

 

ITEM 11. – EXECUTIVE COMPENSATION

 

Our sole officer and directors has not received any cash remuneration. Officers will not receive any remuneration upon completion of an offering until the consummation of an acquisition. No remuneration of any nature has been paid for or on account of services rendered by a director in such capacity. None of the officers and directors intends to devote more than a few hours a week to our affairs.

 

It is possible that, after we successfully consummate a business combination with an unaffiliated entity, that entity may desire to employ or retain one or a number of members of our management for the purposes of providing services to the surviving entity. However, we have adopted a policy whereby the offer of any post-transaction employment to members of management will not be a consideration in our decision whether to undertake any proposed transaction.

 

No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by us for the benefit of our employees.

 

There is no understanding or agreement regarding compensation our management will receive after a business combination that is required to be included in this table, or otherwise.

 

ITEM 12. – SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following table sets forth each person known by the Company to be the beneficial owner of five percent or more of the common stock of the Company and the Officers and Director separately and as a group of the Company. Each such person has sole voting and investment power with respect to the shares shown.

 

Name and Address of Beneficial Owner Amount of Beneficial Ownership* Percentage of Class*
Cortland Communications, LLC 125,162 72%
     
All executive officers and directors as a group               125,162 72%

 

*The amount is based on 173,885 shares of Common Stock outstanding as of January 31, 2014.

 

ITEM 13. – CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR

INDEPENDENCE

 

During the twelve months ended January 31, 2014 and January 31, 2013, the Company recognized a total of $6,000 for donated rent and services provided by the President and Director of the Company.

In the previous year ended January 31, 2013, Affinity Mediaworks had incurred liabilities to Cortland Communications, LLC in the amount of $8,202. Mark Gleason is the President of both Affinity Mediaworks Corp. and Cortland Communications, LLC, a majority shareholder in Affinity Mediaworks Corp. The promissory notes bear simple interest at 15% per annum. On July 12, 2013, in exchange for notes payable and accrued interest of $16,098 as of that date, 73,549 shares of common stock were issued to Cortland Communications, LLC. The stock was valued based on fair market closing price on the date of the grant. The Company had a loss on debt conversion of $1,693,902 related to this stock transaction. As of January 31, 2014, Affinity Mediaworks incurred new liabilities to Cortland Communications, LLC in the amount of $1,600. The promissory notes bears simple interest at 15% per annum. Affinity Mediaworks Corp. currently owes Cortland Communications, LLC $1,600 in principal on these notes, with interest accrued of $69.

18
 

 

During the twelve months ended January 31, 2014 and January 31, 2013, Affinity Mediaworks Corp. has incurred liabilities to Lyboldt-Daly, Inc. in the amount of $4,500 and $3,000, respectively. Lyboldt-Daly completed bookkeeping and internal accounting for Affinity Mediaworks Corp. Joseph Passalaqua is the President of Lyboldt-Daly, Inc. and the Secretary of Cortland Communications, a majority shareholder in Affinity Mediaworks Corp. As of January 31, 2014, Affinity Mediaworks Corp. has total liabilities owed to Lyboldt-Daly, Inc. in the amount of $7,500.

 

As of January 31, 2014, all activities of Affinity Mediaworks Corp. has been conducted by the corporate officer from either his home or business office. 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.

 

ITEM 14. – PRINCIPAL ACCOUNTING FEES

 

Aggregate fees billed by the Company's principal accountants, “M&K CPAS PLLC”, for audit services and aggregate fees billed by “The Accurum Group, PLLC” for tax preparation in the most recent two fiscal years, were as follows:

  FISCAL 2014 FISCAL 2013
Audit Fees (1) $7,000.00 $7,000.00
Tax Fees (2) $0 $750.00
Other Fees $0 $0

 

(1) Comprised of the audit of the Company's annual financial statements and reviews of the Company's quarterly financial statements, as well as consents related to and reviews of other documents filed with the Securities and Exchange Commission.

 

(2) Comprised of preparation of all federal and state corporate income tax returns for the Company and its subsidiaries. Under the Sarbanes-Oxley Act of 2002, all audit and non-audit services performed by the Company's independent accountants must now be approved in advance by the Audit Committee to assure that such services do not impair the accountants' independence from the Company. The Company does not have an Audit Committee, therefore, the Board of Directors reviews and approves audit and permissible non-audit services performed by M&K CPAS PLLC, as well as the fees charged by M&K CPAS PLLC for such services. We do not currently have a standing audit committee. The services described above were approved by our Board of Directors. 

 

 

 

 

 

 

19
 

PART IV

 

 

ITEM 15. EXHIBITS

 

Exhibit Number Description
31.1 Certification of the Chief Executive Officer Pursuant to Rule 13a-14 or 15d-14 of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
100 * Interactive Data Files for Affinity Mediaworks Corp. 10K for the Period Ended Janaury 31, 2014
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.

 

 

 

 

 

20
 

 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.

 

AFFINITY MEDIAWORKS CORP.

 

Date: March 7, 2014 By: /s/ Mark T. Gleason
Mark T. Gleason
Chief Executive Officer, Chief Financial Officer,
President and Director
(Principal Executive Officer)
(Principal Financial Officer)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

21