Massive Interactive, Inc. - FORM 10-Q

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EXCEL - IDEA: XBRL DOCUMENT - Massive Interactive, Inc.	Financial_Report.xls
EX-31.1 - CERTIFICATION PURSUANT TO RULE 13A-14(A) OF THE SECURITIES EXCHANGE ACT OF 1934, ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 - Massive Interactive, Inc.	exhibit_31-1.htm
EX-32.1 - CERTIFICATION PURSUANT TO 18 U.S.C. ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 - Massive Interactive, Inc.	exhibit_32-1.htm
EX-31.2 - CERTIFICATION PURSUANT TO RULE 13A-14(A) OF THE SECURITIES EXCHANGE ACT OF 1934, ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 - Massive Interactive, Inc.	exhibit_31-2.htm
EX-32.2 - CERTIFICATION PURSUANT TO 18 U.S.C. ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 - Massive Interactive, Inc.	exhibit_32-2.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the Quarterly Period Ended March 31, 2014

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

For the Transition Period from ___ to ___

Commission file number 000-53892

MASSIVE INTERACTIVE, INC.

(Exact name of registrant as specified in its charter)


Nevada		20-8295316
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

6th Floor, 10 Lower Thames Street London EC3R 6AF, United Kingdom

(Address of principal executive offices) (Zip Code)

Telephone: +442076365585

(Registrant’s telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition 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 Act). Yes ¨ No x

Number of common shares outstanding at May 15, 2014: 61,178,167.

TABLE OF CONTENTS


		PAGE
PART I	FINANCIAL INFORMATION	3

ITEM 1.	Financial statements	3
	Consolidated Interim Balance Sheets	3
	Consolidated Interim Statements of Operations and Comprehensive Income (Loss)	4
	Consolidated Interim Statement of Convertible Preferred Stock Stockholders’ Equity (Deficit)	5
	Consolidated Interim Statements of Cash Flows	6
	Notes to Consolidated Financial Statements	7

ITEM 2.	Management’s discussion and analysis of financial condition and results of operations	18
ITEM 3.	Quantitative and qualitative disclosures about market risk	20
ITEM 4.	Controls and procedures	20

PART II	OTHER INFORMATION	20

ITEM 1.	Legal proceedings	20
ITEM 1A.	Risk factors	20
ITEM 2.	Unregistered sales of equity securities and use of proceeds	20
ITEM 3.	Defaults upon senior securities	20
ITEM 4.	Mine safety disclosures	21
ITEM 5.	Other information	21
ITEM 6.	Exhibits	21
SIGNATURES		22

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

MASSIVE INTERACTIVE, INC.

CONSOLIDATED INTERIM BALANCE SHEETS

(UNAUDITED)

	At March 31, 2014			At December 31, 2013
Assets
Current assets:
Cash and cash equivalents	$	424,879		$	1,121,181
Accounts receivable – trade		2,631,996			1,243,958
Other receivables		56,733			47,267
Prepayments		117,748			144,694
Work in progress		-			76,729
Taxes refundable		365,151			1,348,424
Total current assets		3,596,507			3,982,253
Property and equipment, net		240,459			242,092
Capitalized software costs, net		4,856,222			4,295,887
Trade name		58,962			59,654
Customer Relationships, net		38,614			39,538
Other assets, net		16,723			16,321
Total non-current assets		5,210,980			4,653,492

Total assets	$	8,807,487		$	8,635,745


Liabilities and stockholders’ equity (deficit)
Current liabilities:
Accounts payable	$	410,766		$	422,392
Accrued expenses and other current liabilities		285,607			330,236
Convertible notes payable		151,466			151,466
Derivative liability		29,317			29,317
Accrued compensation and related costs		806,693			801,009
Deferred revenue		453,321			2,103
Short-term borrowings		297,236			357,640
Short-term borrowings, related parties		-			921,415
Deferred tax liability		190,371			190,371
Other current liabilities		16,460			27,408
Total current liabilities		2,641,237			3,233,357
Accrued compensation and other related costs – non-current		73,226			80,733
Other long-term liabilities		149,559			104,673
Total long-term liabilities		222,785			185,406

Total liabilities	$	2,864,022		$	3,418,763

Stockholders’ equity (deficit):
Preferred B shares		-			-
Common stock		61,186			61,186
Additional paid-in capital		45,423,175			45,423,175
Accumulated deficit		(39,373,600	)		(40,001,523	)
Foreign currency translation adjustment		(167,296	)		(265,856	)
Total Equity		5,943,465			5,216,982
Total liabilities and stockholders’ equity (deficit)	$	8,807,487		$	8,635,745

See notes to consolidated financial statements

MASSIVE INTERACTIVE, INC.

CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

		Three Months Ended March 31,
		2014			2013

Revenues:
Consultancy services	$	171,754		$	-
License fee		402,100			-
Project services		2,297,344			-
Support services		156,280			-
Other income		86,958			-
Total revenues		3,114,436			-

Operating Expenses:
General and administrative		2,430,598			243,682
Depreciation and amortization		155,787			-
Total Operating Expenses		2,586,385			243,682

Income from operations		528,051			(243,682	)

Other income (expense):
Gain (loss) on debt forgiveness		-			44,389
Derivative income		-			39,796
Interest Income		970			-
Interest expense		(129,788	)		(62,471	)
Total other income (expense)		(128,818	)		21,714

Income (loss) from continuing operations before income taxes		399,233			(221,968	)
Income tax benefit		228,690			-

Income (loss) from continuing operations		627,923			(221,968	)
Discontinued operations:
Income on discontinued operations		-			47,865
Net income (loss)	$	627,923		$	(174,103	)


Comprehensive income (loss):
Foreign currency translation adjustment		98,560			-
Total comprehensive income (loss)	$	726,483		$	(174,103	)

Net income (loss)		627,923			(174,103	)
Deemed dividend - amortization of beneficial conversion feature		(540,557	)		-
Net income (loss) attributable to Massive Interactive Inc. common stockholders		87,336			(174,103	)

Basic and diluted loss per share:
Net income (loss) from continuing operations	$	0.00		$	(0.40	)
Net income (loss) from discontinued operations	$	-		$	0.09
Net income (loss)	$	0.00		$	(0.31	)

Weighted average common shares – Basic and diluted		61,178,167			560,947

See notes to consolidated financial statements

MASSIVE INTERACTIVE, INC.

CONSOLIDATED INTERIM STATEMENTS OF CONVERTIBLE PREFERRED STOCK

STOCKHOLDERS’ EQUITY (DEFICIT)

(UNAUDITED)

														Foreign
									Additional					Currency
	Common				Preferred Shares				Paid-in		Accumulated			Translation
	Shares		Amount		Shares		Amount		Capital		Deficit			Adjustment			Total
Balance at December 31, 2013		61,178,167	$	61,186		55	$	-	$	45,423,175		(40,001,523	)	$	(265,856	)	$	5,216,982
Net income		-		-		-		-		-		627,923			98,560			726,483
Balance at March 31, 2014		61,178,167	$	61,186		55	$	-	$	45,423,175	$	(39,373,600	)	$	(167,296	)	$	5,943,465

See notes to consolidated financial statements

MASSIVE INTERACTIVE, INC.

CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Three Months Ended March 31,
	2014			2013
Cash flows from operating activities
Net income (loss)	$	627,923		$	(174,103	)
Add back: loss from discontinued operations		-			(47,865	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization		155,787			-
Common stock issued for services		-			13,937
Derivative income		-			(39,796	)
Gain on debt forgiveness		-			(44,389	)
Changes in assets and liabilities:
Accounts receivable and taxes refundable		(414,231	)		-
Other current assets		26,946			-
Work in progress		76,729			-
Accounts payable and accrued expenses		405,010			261,936
Net cash provided by (used in) operating activities – continuing operations		878,164			(30,280	)
Net cash provided by (used in) operating activities – discontinued operations		-			(32,082	)
Net cash provided by (used in) operating activities		878,164			(62,362	)

Cash flows from investing activities
Capital software expenditures		(416,677	)		-
Net cash (used in) provided by investing activities – continuing operations		(416,677	)		-
Net cash (used in) provided by investing activities – discontinued operations		-			(28,105	)
Net cash (used in) provided by investing activities		(416,677	)		(28,105	)

Cash flows from financing activities
Proceeds from advances – related parties		-			4,850
Repayment of advances – related parties		(838,568	)		-
Proceeds from notes payable		-			60,000
Repayment of short-term borrowings		(71,350	)		-
Net cash (used in) provided by financing activities – continuing operations		(909,918	)		64,850
Net cash (used in) provided by financing activities – discontinued operations		-			-
Net cash (used in) provided by financing activities		(909,918	)		64,850
Effect of exchange rates on cash and cash equivalents		(247,871	)		-
Net change in cash and cash equivalents		(696,302	)		(25,617	)
Cash and cash equivalents at beginning of period		1,121,181			26,354
Cash and cash equivalents at end of period	$	424,879		$	737

Supplemental cash flow information
Cash paid for interest	$	129,788		$	62,472
Deposits applied to sale of assets	$	-		$	60,487
Supplemental non-cash investing and financing activities
Common stock issued for notes payable and accrued interest	$	-		$	330,810

See notes to consolidated financial statements

MASSIVE INTERACTIVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – Basis of Presentation

Massive Interactive, Inc. (the “Company”) a leading provider of innovative solutions for the management, delivery and streaming of Internet Protocol (IP)-based video and media assets. The Company’s comprehensive software platform enables enterprise customers to acquire, manage and distribute their video assets across just about every device used by consumers including Games Consoles, Smart TV’s, Tablets, Smart Phones, Internet-Enabled Set Top Boxes and other internet linked devices. The Company’s suite of products include, MDK, a cross-device software development solution, MUI, a cross devices suite of User Interfaces, MSM, a powerful video management Content Management System (CMS), and MVP, a complete end-to-end managed video platform. The Company’s offers its solutions over the Internet as a subscription service model using a software-as-a-service (SaaS) or an on-demand model, and by installing our software onsite for clients as part of an enterprise licensing model. The Company’s software address the unique needs found across different industry verticals, each with the shared aim of offering video to consumers across multiple devices. The verticals the Company addresses are across Telecommunications, Media, Technology, Hospitality, Automotive, Travel & Leisure and Publishing. The Company has an average ‘Win’ ratio of 92%, as its solutions significantly enhance the way its clients can monetize and manage their media assets by helping to drive sales and drastically reducing the overall cost of ownership of enterprise grade video management and merchandising for its customers.

In addition to the Company’s software business, it operates design services and technical services businesses. The Company’s services work includes - creative interface design, branding strategies, strategic planning and technical/systems integration services. The Company currently provides its software solutions, professional and creative services internationally through its offices in New York, London, Prague and Sydney.

In the fourth quarter of 2013, as part of the acquisition of Massive Media Pty Ltd., the Company proceeded to exit the oil and gas operations related to the properties owned while the entity operated as Xtreme Oil and Gas (“Xtreme”). As such, the Company reported all activity related to Xtreme as discontinued operations beginning with our financial results presented in our Annual Report on form 10-K for the year ended December 31, 2013. See Note 4.

Organizational History

Xtreme Technologies, Inc. was incorporated in the state of Washington in 2003 with a focus on telecommunications technologies. By early 2006 that business ceased operations and had no assets, becoming a shell company at that time. In December 2006, Xtreme Technologies, Inc. acquired Emerald Energy Partners, LLC for 7,960,000 shares of Common Stock and changed its name to Xtreme Oil & Gas, Inc. Immediately prior to its acquisition of Emerald Energy Partners, LLC, Xtreme Technologies, Inc. effected a one for 500 reverse stock split resulting in 185,516 shares outstanding.

The acquisition of Emerald Energy Partners, LLC is treated for accounting purposes as an acquisition of Xtreme Technologies, Inc. by Emerald Energy Partners and a re-capitalization of the limited liability company. With the acquisition of Emerald Energy Partners LLC, Xtreme began to acquire and to develop additional oil and gas properties.

On November 7, 2013, Xtreme sold 55 shares of redeemable preferred B stock and 55,000,000 of common stock to Southport Lane, LP, through its subsidiaries and Southport Equity II, LLC, a wholly owned subsidiary of Southport Lane, LP, respectively, in exchange for an aggregate of $5,500,000.

Southport Equity II now owns approximately 90% of the Company’s outstanding common stock and is the controlling shareholder of the Company. Southport Equity II, LLC used its available cash as capitalized by its parent, Southport Lane, LP, to fund its purchase of the common stock. There was no controlling party of the Company prior to this investment by Southport Equity II, LLC.

On November 15, 2013 Xtreme acquired all of the issued and outstanding capital stock of Massive Media Pty Ltd. (“Massive Media”) a proprietary limited company organized under the laws of New South Wales, Australia, from the shareholders of Massive in exchange for $4,167,190 pursuant to a stock purchase agreement dated October 17, 2013. Of the proceeds, approximately $866,000 was to be paid to settle certain debts of Massive Media simultaneously as part of the acquisition; the remaining proceeds of $3.3 million was transferred at settlement for the stock.

On November 25, 2013 Xtreme changed its name to Massive Interactive, Inc.

NOTE 2 – Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of the Company’s management, the accompanying consolidated financial statements reflect all adjustments (which include only normal recurring adjustments) necessary to present fairly the consolidated financial position and results of operations and cash flows for the periods presented.

MASSIVE INTERACTIVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 – Summary of Significant Accounting Policies - continued

All significant intercompany accounts and transactions are eliminated in consolidation. Certain items in these financial statements have been reclassified to conform to the current period presentation. These reclassifications had no impact on the Company’s balance sheet, results of operations, stockholders’ equity or cash flows.

The notes to the consolidated financial statements contained in the Annual Report on Form 10-K for the year ended December 31, 2013 should be read in conjunction with these consolidated financial statements. Results of operations for interim periods are not necessarily indicative for the results of operations for a full year.

Principles of Consolidation

The consolidated financial statements include the financial statements of the Company and its subsidiaries, Massive Media Pty Ltd and Massive Interactive Media Ltd. As part of the acquisition of Massive Media Pty Ltd and its controlled entities by the Company, it discontinued all oil and gas operations related to properties owned in Texas and Oklahoma. Financial results related to the oil and gas operations is reported as discontinued operations beginning with the financial results as of March 31, 2013 (See Note 4).

Use of Estimates

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

On an ongoing basis, the Company evaluates its estimates, including those related to the accounts receivable allowance, the useful lives of long-lived assets and other intangible assets, and income taxes, among others. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying value of assets and liabilities as well as reported revenue and expenses during the periods presented.

Fair Value of Financial Instruments

Pursuant to the Accounting Standards Codification (“ASC”) No. 820, “Disclosures About Fair Value of Financial Instruments”, the Company records its financial assets and liabilities at fair value. ASC No. 820 provides a framework for measuring fair value, clarifies the definition of fair value and expands disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. ASC No. 820 establishes a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

Level 1—Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

Level 2—Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the asset/liability’s anticipated life.

Level 3—Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

The carrying values for cash and cash equivalents, accounts receivable, other current assets, accounts payable and accrued liabilities approximate their fair value due to their short maturities.

Accounts Receivable

Receivables from services are recognized and carried at the original invoice amount less allowance for any uncollectible amounts.

Management periodically reviews receivables for collectability. An estimate for doubtful accounts is made when collection of the full amount is no longer probable. Uncollectible receivables are charged off against the allowance account. No allowance for doubtful accounts was recorded as of March 31, 2014 and December 31, 2013, respectively.

The Company did not have any off balance-sheet credit exposure relating to its customers, suppliers or others.

MASSIVE INTERACTIVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 – Summary of Significant Accounting Policies - continued

Concentration of Credit Risk

Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable for which the carrying amounts approximate fair value. The Company places their cash and cash equivalents with financial institutions with high-credit ratings and quality.

The Company conducts credit evaluations of customers and generally does not require collateral or other security from customers. The Company establishes an allowance for doubtful accounts primarily based upon the age of the receivables and factors relevant to determining the credit risk of specific customers. The amount of receivables ultimately not collected by the Company has generally been consistent with management’s expectations and the allowance established for doubtful accounts.

Major customers

The Company has two significant customers which individually accounted for 17% and 14%, respectively, of the revenues for the three months ended March 31, 2014. The Company sales to its top five customers accounted for approximately 70% and 57% of revenues during the three month period ended March 31, 2014 and the year ended December 31, 2013, respectively. These customers accounted for approximately 84% and 59% of accounts receivable balance as of March 31, 2014 and December 31, 2013, respectively.

Major suppliers

The Company had purchases from seven vendors that accounted for approximately 45% and 52% of purchases during the three month period ended March 31, 2014 and year ended December 31, 2013, respectively. These vendors accounted for approximately 35% and 20% of accounts payable balance as of period ended March 31, 2014 and December 31, 2013, respectively.

Segment Reporting

ASC 280, Segment Reporting, establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance. The Group’s chief operating decision maker is the Chief Executive Officer, who reviews consolidated results of operations prepared in accordance with US GAAP when making decisions about allocating resources and assessing performance of the Group; hence, the Group has only one operating segment, namely the software development services.

Income Taxes

The Company recognizes deferred income tax liabilities and assets for the expected future income tax consequences of temporary differences between financial accounting bases and income tax bases of assets and liabilities. Deferred income taxes are measured by applying currently enacted income tax rates. The Company accounts for uncertainty in income taxes for income tax positions taken or expected to be taken in an income tax return. Only income tax positions that meet the more-likely-than-not recognition threshold will be recognized.

This process includes an analysis of whether tax positions the Company takes with regard to a particular item of income or deduction would meet the definition of an uncertain tax position under the standards. Management believes that tax positions taken by the Company with regard to income and deduction do not constitute any uncertain tax positions under the standards.

Goods and Services Tax/Value Added Tax

The Company's Australian operations are subject to the Goods and Services Tax on revenue sales of 10%. The Company's English operations are subject to the Value Added Tax on revenue sales of 20%.

Revenue Recognition

The Company recognizes revenue when it is realized and earned. Specifically, the Company recognizes revenue when services are performed and projects are completed and accepted by the customer.

The Company recognizes revenue in accordance with the Financial Accounting Standards Board’s (FASB) Accounting Standards Codification (“ASC”) 985-605 “Software - Revenue Recognition”.

MASSIVE INTERACTIVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 – Summary of Significant Accounting Policies - continued

Project Services Revenue

Revenue derived from services primarily includes consulting, implementation, and training. Fees are primarily billed under time and materials arrangements and are recognized as services are performed.

License Revenue

License revenue in connection with license agreements for standard proprietary software is recognized upon delivery of the software, provided collection is considered probable and the fee is fixed or determinable.

Maintenance Revenue

Revenue derived from technical support contracts primarily includes telephone consulting and on-site support as well as error reporting and correction services. Maintenance contracts are typically sold for a separate fee with initial contractual period of one year with renewal for additional periods thereafter. Technical support service revenue is recognized ratably over the term of the service agreement.

Deferred Revenue

Deferred revenue represents advance payments or billings for software licenses, services, and maintenance.

Cost of Revenues

Cost of revenues for licenses includes amortization of capitalized computer software development costs. Costs for maintenance and services revenues include the cost of personnel to conduct implementations, customer support and consulting, and other personnel-related expenses.

Foreign Currency Translation

The functional currency of the Company is Australian Dollars (“AUD”), and the functional currency of Massive Interactive Media Ltd is Great British Pounds ("GBP").

For financial reporting purposes, the financial statements of the Company and its subsidiaries, which are prepared using each entity's functional currency, are translated into the Company’s reporting currency, the United States Dollar (“USD”). Assets and liabilities are translated using the exchange rate at each balance sheet date. Revenue and expenses are translated using average rates prevailing during each reporting period, and shareholders’ equity is translated at historical exchange rates. Adjustments resulting from the translation are recorded as a separate component of accumulated other comprehensive income in shareholders’ equity.

The exchange rates applied are as follows:

	Quarter	Year
	2014	2013
Year end AUD to USD exchange rate	0.9229	0.8941
Year end GBP to USD exchange rate	1.6664	1.6561
Average AUD to USD exchange rate	0.8941	0.9578
Average GBP to USD exchange rate	1.6616	1.5669

Capitalized Computer Software Development Costs

The Company capitalizes software development costs in accordance with the FASB ASC Topic 985-20 Costs of Software to be Sold, Leased or Marketed. All software development costs are capitalized and reported at the lower of unamortized cost or net realizable value. Capitalization ceases when the product or enhancement is available for general release to customers. The Company makes ongoing evaluations of the recoverability of its capitalized software projects by comparing the net amount capitalized for each product to the estimated net realizable value of the product. If such evaluations indicate that the unamortized software development costs exceed the net realizable value, the Company writes off the amount by which the unamortized software development costs exceed net realizable value. The Company's capitalized computer software development costs are being amortized ratably based on the projected revenues associated with the related software or on a straight-line basis over five years, whichever method results in a higher level of amortization.

Derivative Instruments

The Company’s debt or equity instruments may contain embedded derivative instruments, such as conversion options, which in certain circumstances may be required to be bifurcated from the associated host instrument and accounted for separately as a derivative instrument liability.

MASSIVE INTERACTIVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 – Summary of Significant Accounting Policies - continued

The identification of, and accounting for, derivative instruments is complex. The Company’s derivative instrument liabilities are re-valued at the end of each reporting period, with changes in the fair value of the derivative liability recorded as charges or credits to income, in the period in which the changes occur. For bifurcated conversion options that are accounted for as derivative instrument liabilities, the Company determines the fair value of these instruments using binomial option pricing model. That model requires assumptions related to the remaining term of the instrument and risk-free rates of return, the Company’s current Common Stock price and expected dividend yield, and the expected volatility of the Company’s Common Stock price over the life of the option.

Deemed dividend

We incur a deemed dividend on Series B Preferred Redeemable Stock. As the conversion rate was less than the deemed fair value of the Common Stock of $0.50, the Series B Preferred Redeemable Stock contains a beneficial conversion feature as described in ASC 470. The difference in the stated conversion price and estimated fair value of the Common Stock is accounted for as a beneficial conversion feature and affects EPS. The potential impact of the beneficial conversion feature on EPS has been disclosed in the Consolidated Interim Statements of Operations and Comprehensive Income (Loss).

Earnings per Share

Earnings per share is calculated in accordance with ASC 260, Earnings Per Share. Basic earnings per share is computed by dividing income attributable to holders of common stock by the weighted average number of common shares considered to be outstanding during the period. Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. The dilutive effect of outstanding common stock warrants is reflected in the diluted earnings per share by application of the treasury stock method when the impact is dilutive.

Commitments and Contingencies

In the normal course of business, the Company is subject to loss contingencies, such as legal proceedings and claims arising out of its business, that cover a wide range of matters, including, among others, government investigations, product and environmental liability, and tax matters. In accordance with ASC 450-20, Accounting for Contingencies, the Company records accruals for such loss contingencies when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. Historically, the Company has not experienced any material service liability claims.

Net Income (Loss) Attributable to Common Shares

The Company is required to provide basic and dilutive earnings per common share information. The basic net loss per common share is computed by dividing the net loss applicable to common stockholders by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss applicable to common stockholders, adjusted on an "as if converted" basis, by the weighted average number of common shares outstanding plus potential dilutive securities.

NOTE 3 – Acquisition of Massive Media

On November 15, 2013 the Company acquired all of the issued and outstanding capital stock of Massive Media, a proprietary limited company organized under the laws of New South Wales, Australia, from the shareholders of Massive Media in exchange for $3,301,907 in cash pursuant to a stock purchase agreement dated October 17, 2013. The Company also assumed short term borrowings of $1,979,220. It was determined that the Company had entered into a bargain purchase transaction, in which the fair value of the acquired assets exceeded the consideration transferred by$726,010. The final purchase consideration for the 2013 acquisition of Massive Media was $6,007,137.

Unaudited pro forma results of operations data for the three months ended March 31, 2013 are shown below as if the Company and the entities described above had been combined on January 1, 2013. The pro forma results include estimates and assumptions which management believes are reasonable. However, pro forma results do not include any anticipated cost savings or other effects of the planned integration of these entities, and are not necessarily indicative of the results that would have occurred if the business combinations had been in effect on the dates indicated, or which may result in the future. The below table excludes balances for operations that were discontinued; see Note 4 below for additional information.

	Unaudited Pro Forma Results of Operations
	For the three months ended March 31, 2013

Revenues from continuing operations	$	1,007,482
Loss from continuing operations	$		(816,221	)
Net income (loss) from continuing operations	$		(433,864	)


Basic income (loss) per share:	$		(0.01	)
Diluted income (loss) per share:	$		(0.01	)
Proforma shares outstanding			55,560,947

MASSIVE INTERACTIVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 – Discontinued Operations

In the fourth quarter of 2013, as part of the acquisition of Massive Media Pty Ltd., the Company’s management decided to exit the oil and gas operations related to the properties owned while the entity operated as Xtreme. The Company completed the sale of the Oklahoma and Kansas assets for approximately $341,000 in cash, plus the transfer of approximately $1.3 million in liabilities to the purchaser. In addition, the leases expired on all the remaining assets in Texas and Xtreme secured a release from the leaseholder for all future liabilities.

The following table shows certain components of the results of operations of the Company’s discontinued operations:

	For the three months ended March 31
	2014		2013
Revenues	$	-	$	48,964

Income from discontinued operations	$	-	$	47,865

(Loss) on disposal of discontinued operations	$	-	$	-

Income from discontinued operations	$	-	$	47,865

Basic earnings per share attributable to discontinued operations:	$	-	$	0.09

Diluted earnings per share attributable to discontinued operations:	$	-	$	0.09

NOTE 5 – Intangible Assets

Intangible assets consist of the following:

	March 31, 2014							December 31, 2013
	Gross Amount		Accumulated Amortization			Net Amount		Gross Amount		Accumulated Amortization			Net Amount
Capitalized Software Costs	$	5,044,562	$	(188,340	)	$	4,856,222	$	4,360,000	$	(64,113	)	$	4,295,887
Tradenames		60,000		(1,038	)		58,962		60,000		(346	)		59,654
Customer Relationships		40,000		(1,386	)		38,614		40,000		(462	)		39,538
Total	$	5,144,562	$	(190,764	)	$	4,953,798	$	4,460,000	$	(64,921	)	$	4,395,079

Amortization expense amounted to $125,843 and $0 for the three month periods ended March 31, 2014 and 2013, respectively.

The Company amortizes intangible assets on a straight line basis over their estimated useful lives, generally as follows: four to nine years for technology, ten to twenty years for customer relationships and trade names, and one to five years for other intangible assets.

NOTE 6 – Fair Value Measurements

Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. The Company evaluates the fair value of certain assets and liabilities using the following fair value hierarchy which ranks the quality and reliability of inputs, or assumptions, used in the determination of fair value:

	•	Level 1 — quoted prices in active markets for identical assets and liabilities

	•	Level 2 — inputs other than Level 1 quoted prices that are directly or indirectly observable

	•	Level 3 — unobservable inputs that are not corroborated by market data

MASSIVE INTERACTIVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 – Fair Value Measurements - continued

The Company evaluates assets and liabilities subject to fair value measurements on a recurring and nonrecurring basis to determine the appropriate level to classify them for each reporting period. This determination requires significant judgments to be made by the Company. The following table sets forth the Company’s assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2014 and December 31, 2013, by level within the fair value hierarchy:

	Amounts at		Fair Value Measurement Using
	Fair Value		Level 1		Level 2		Level 3

As of March 31, 2014
Liabilities
Warrant liability	$	7,717	$	-	$	-	$	7,717
Note liability		21,600		-		-		21,600
As of December 31, 2013
Liabilities
Warrant liability	$	7,717	$	-	$	-	$	7,717
Note liability		21,600		-		-		21,600

The carrying amounts of the Company’s long-term liabilities approximate their fair value because the interest rate is reflective of rates that the Company could currently obtain on debt with similar terms and conditions. See Note 9 for additional information about the changes in the fair value for the items above.

NOTE 7 – Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities at March 31, 2014 and December 31, 2013 comprises of the following

	March 31, 2014		December 31, 2013
Credit Cards	$	50,043	$	16,763
Accrued Expenses		235,564		313,473
Accrued Expenses and Other Current Liabilities	$	285,607	$	330,236

Accrued expenses constitute trade creditor balances where invoices have not yet been received.

NOTE 8 – Accrued Compensation and Related Costs

Accrued compensation and related costs at March 31, 2014 and December 31, 2013 were as follows:

Current	March 31, 2014		December 31, 2013
Payable to Staff	$	377	$	5,499
Long Service Leave Provision		202,757		188,118
Annual Leave Provision		290,067		328,842
Employee Pension Plan		126,190		110,966
Federal Payroll Tax		170,583		152,681
State Payroll Tax		16,719		14,903
Accrued compensation and related costs	$	806,693	$	801,009

Non-Current	March 31, 2014		December 31, 2013
Long Service Leave Provision-non current	$	73,226	$	80,733
Accrued compensation and related costs-non current	$	73,226	$	80,733

MASSIVE INTERACTIVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9 – Borrowings

Convertible Notes Payable

On September 12, 2011, Xtreme raised $2,360,000 in convertible notes (the “9/12 Notes”). The 9/12 Notes bear an interest rate of 12% per annum and matured on September 12, 2013. Under the convertible note agreements, the lender has the right to convert all or any part of the outstanding and unpaid principal and interest into shares of the Company’s common stock; provided however, that in no event shall the lender be entitled to convert any portion of the 9/12 Notes that would result in the beneficial ownership by it and its affiliates to be more than 9.99% of the outstanding shares of our common stock. The 9/12 Notes are convertible at a fixed conversion price of $0.28 per share. In addition, Xtreme issued warrants (the “Warrants”) to acquire 6,810,269 shares of the Company’s common stock at a strike price of $0.28 per share. The Warrants expire on September 12, 2016. The conversion price of the 9/12 Notes and Warrants will be reduced in the event the Company issues or sells any shares of common stock less than the conversion price.

Xtreme delayed scheduled payments on the 9/12 Notes for the seven months ending December 31, 2012. As a result the remaining 9/12 Notes totaling $151,466 as of March 31, 2014 remain in default. The Company is accruing interest at the default rate of 18% as a result.

The conversion features of the 9/12 Notes and Warrants are accounted for as derivative liabilities at the date of issuance and adjusted to fair value through earnings at each reporting date, due to anti-dilution reset features. The fair value was estimated on the date of grant using a binomial option-pricing model that incorporated the following weighted-average assumptions: expected dividend yield of 0%; expected volatility of 290%; risk-free interest rate of 0.05% and an expected holding period of 24 months for the 9/12 Notes and 60 months for the Warrants. The resulting values, at the date of issuance, were allocated to the proceeds received and applied as a discount to the face value of the 9/12 Notes and Warrants. Xtreme recorded a derivative expense on the 9/12 Notes of $649,212 at inception and a further derivative expense on the Warrants of $2,431,437 at inception based on the guidance in ASC 815-10 and ASC 815-40-15 due to a reset feature on the exercise price.

	Three Months Ended March 31, 2014
Derivative liability	12/31/13		Fair Value Adjustments		Redemptions		Total
Notes	$	21,600	$	-	$	-	$	21,600
Warrants		7,717		-		-		7,717
	$	29,317	$	-	$	-	$	29,317

Short-term borrowings

The total available Trade finance facility with Bank of Queensland is $369,152 (AUD 400,000). The repayment term is usually at 90 days or the payment receipt of the particular invoice security. The interest expense related to the Trade finance loan for the three month period ended March 31, 2014 and the year ending December 31, 2013 was $3,510 and $9,976 respectively. The amount outstanding as of March 31, 2014 and December 31, 2013 on this facility was $297,236 and $357,640, respectively.

NOTE 10 – Borrowings – Related Party

During the year ended December 31, 2013, a director advanced $357,627 to the Company. Interest is accrued on these advances at the rate of 43% per annum. The advances and accrued interest are payable on demand and unsecured. This loan was repaid in January 2014.

During the year ended December 31, 2013, a director advanced $48,788 to the Company. Interest is accrued on these advances at the rate of 9% per annum. The advances and accrued interest are payable on demand and unsecured.

During the year ended December 31, 2013, an investor advanced $515,000 to the Company. Interest is accrued on these advances at the rate of 4% per annum. The advances and accrued interest are payable on demand and unsecured. This loan was repaid in January 2014.

MASSIVE INTERACTIVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11 – Taxes (Payable) Refundable

		Quarter ended March 31, 2014			Quarter ended March 31, 2013
Goods and Services Taxes Payable	Australia	$	(86,703	)	$	-
Withholding Tax Payable	Australia					-
Fringe Benefit Tax Payable	Australia		(2,772	)		-
Value Added Tax Payable	United Kingdom		(242,151	)		-
Income Tax Refundable	Australia		696,777			-
Taxes Refundable		$	365,151		$	-

The above tax incentive is a Research and Development (R&D) tax incentive, which provides a tax offset for eligible R&D activities and is targeted toward R&D that benefits Australia. The incentive, being a refundable tax offset, is available for those entities engaging in eligible activities whose aggregated turnover is less than $20 million.

NOTE 12 – Income Taxes

Income tax expense for the three month periods ended March 31, 2014 and 2013 is comprised of foreign income tax benefit of $(228,690) and $0, respectively.

The following summarizes the difference between the income tax benefit and the amount computed by applying the statutory federal income tax rate of 34% to income before income tax:

	Quarter ended March 31, 2014			Quarter ended March 31, 2013


Federal income tax expense (benefit) at statutory rate		213,494			(59,195	)
Foreign taxes at less than federal statutory rate		(25,117	)		-
Non-deductible (non-assessable) items / losses not recognised		(188,377	)		59,195
Add: tax incentive		228,690			-
Income tax refund	$	228,690		$	-

NOTE 13 – Employee Defined Contribution Plan

Employees of the Company participate in government mandated defined contribution plan, pursuant to which certain pension benefits are provided to employees. The government mandate requires certain percentages of the employees’ salaries be paid into Trust accounts for the benefit of the employees. The Group has no legal obligation for the benefits beyond the contributions made. The total amounts for such employee benefits, which were expensed as incurred, were $130,869 and $0 for the three month periods ended March 31, 2014 and 2013, respectively.

NOTE 14 – Stockholders’ Equity

Capital Structure

The Company is authorized to issue up to 200,000,000 shares of common stock, $0.001 par value per share. The holders of the common stock do not have any preemptive right to subscribe for, or purchase, any shares of any class of stock.

The Company is authorized to issue up to 50,000,000 shares of preferred stock, $0.001 par value per share of which 55 were issued and outstanding as of December 31, 2013.

The Company has redeemed and canceled its one class of Non-transferable Preferred Stock. The Non-transferable Preferred Stock, which consisted of 1,000 shares, was returned to the Company by Mr. McAndrew upon his resignation as the Company’s Chief Executive Officer, on September 6, 2013.

Reverse Split

On August 17, 2013 Xtreme received approval to complete a 1 for 100 reverse split of all outstanding shares of Xtreme's Common Stock by filing a Certificate of Amendment with the Nevada Secretary of State. Each issued and outstanding share of Common Stock would automatically be changed into a fraction of a share of Common Stock in accordance with the ratio of 1 for 100. The par value of the Common Stock would remain unchanged at $0.001 per share, and the number of authorized shares of Common Stock would remain unchanged as well. Any fractional shares resulting from the Reverse Split have been rounded up to the nearest whole number. The reverse split became effective after filing a Certificate of Amendment with the Nevada Secretary of State and upon the completion of the review and comment process with FINRA on August 17, 2013. The Company has retroactively reflected the reverse split in the accompanying financial statements.

MASSIVE INTERACTIVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 14 – Stockholders’ Equity - continued

Preferred Stock

The shares of Preferred Stock, other than the Nontransferable Preferred Stock, could be issued from time to time by the Company’s Board of Directors in its sole discretion without further approval or authorization by the stockholders, in one or more series, each of which series could have any particular distinctive designations as well as relative rights and preferences as determined by the Board of Directors. The relative rights and preferences that may be determined by the Board of Directors in its discretion from time to time include but are not limited to the following:

•

the rate of dividend and whether the dividends are to be cumulative and the priority, if any, of dividend payments relative to other series in the class;

•

whether the shares of any such series may be redeemed, and if so, the redemption price and the terms and conditions of redemption;

•

the amount payable with respect to such series in the event of voluntary or involuntary liquidation and the priority, if any, of each series relative to other series in the class with respect to amounts payable upon liquidation and sinking fund provision, if any, for the redemption or purchase of the shares of that series; and

•

the terms and conditions, if any, on which the shares of a series may be converted into or exchanged for shares of any class, whether common or preferred, or into shares of any series of the same class, and if provision is made for conversion or exchange, the times, prices, rates, adjustments and other terms.

On November 7, 2013, the Company sold 55 shares of redeemable preferred B stock and 55,000,000 of common stock to Southport Lane, LP, through its subsidiaries and Southport Equity II, LLC, a wholly owned subsidiary of Southport Lane, LP, respectively, in exchange for an aggregate of $5,500,000. The Preferred Stock accrues an annual dividend of $6,750 per share. The Preferred Stock is redeemable by the Company at any time prior to November 16, 2016. Southport Lane Equity II, LLC may convert the Preferred Stock following the 3rd anniversary of the date of issuance. The Preferred Stock is convertible at $0.60, 120% of the closing bid price of the Company’s common stock on November 1, 2013. The conversion price changes for certain diluting issuances in accordance with the agreement.

NOTE 15 – Business and Geographic Segment Information

ASC 280, Segment Reporting, establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is the Chief Executive Officer, who reviews consolidated results of operations prepared in accordance with GAAP when making decisions about allocating resources and assessing performance of the Group; hence, the Group has only one operating segment, namely the software development services.

For the three month periods ended March 31, 2014 and 2013, the Company’s revenues were generated in the following geographic regions:

	2014		2013
United Kingdom	$	1,146,109	$	-
Australia		1,968,327		-
Consolidated total	$	3,114,436	$	-

At March 31, 2014 and December 31, 2013, long-lived assets by geographic area consist of property and equipment and are as follows:

	2014		2013
United Kingdom	$	65,676	$	39,326
Australia		174,783		202,766
Consolidated total	$	240,459	$	242,092

NOTE 16 – Subsequent Events

On March 26, 2014, the Company entered into a binding letter of intent (the “Letter of Intent”) with its Chief Executive Officer, Ronald Downey, to acquire Wunderkind Group Pty Ltd. (“Wunderkind”). Mr. Downey is the majority shareholder of Wunderkind.

Under the terms of the Letter of Intent, the Company intended to purchase, directly or through a subsidiary, all the outstanding shares of Wunderkind in exchange for a convertible promissory note issued by the Company (the “Transaction”).

On May 1, 2014, the Company consummated the Transaction pursuant to a Stock Purchase Agreement in exchange for a convertible promissory note (the “Promissory Note”) issued by the Company (the “Transaction”). The principal amount of the promissory note is $5.5 million and it is convertible into 45% of the total shares of the Company common stock issued and outstanding on a fully diluted basis on the date of conversion. The Promissory Note has a term of one year and bears interest at the rate of 0.5% annually.

MASSIVE INTERACTIVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 16 – Subsequent Events - continued

The Stock Purchase Agreement was entered into in accordance with the terms Letter of Intent. The Stock Purchase Agreement contains customary representations and warranties and covenants of each party. Breaches of the representations and warranties will be subject to customary indemnification provisions. In accordance with the Letter of Intent, the closing of the Transaction was also subject to the Company obtaining a satisfactory fairness opinion with regard to the Transaction. The Board of Directors of the Company has received such a fairness opinion from HighBank Securities LLC (“High Bank”), a mid-market investment bank and financial advisory firm experienced in technology and software. HighBank’s fairness opinion stated that the consideration to be paid by Wunderkind is fair from a financial point of view to the Company.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Information

This “Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be read in conjunction with our accompanying consolidated financial statements and related notes.

In addition to historical information, this quarterly report on Form 10-Q (this “Quarterly Report”) contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Exchange Act. Forward-looking statements may appear throughout this Quarterly Report, including without limitation, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section. We use words such as “believe,” “intend,” “expect,” “anticipate,” “plan,” “may,” “will,” “should,” “estimate,” “potential,” “project” and similar expressions to identify forward-looking statements. Such statements include, among others, those concerning our expected financial performance and strategic and operational plans, as well as all assumptions, expectations, predictions, intentions or beliefs about future events. You are cautioned that any such forward-looking statements are not guarantees of future performance and that a number of risks and uncertainties could cause actual results to differ materially from those anticipated in the forward-looking statements. Such risks and uncertainties include, but are not limited to the risks identified in our Annual Report on the Form 10-K for the year ended December 31, 2013.

Given the risks and uncertainties surrounding forward-looking statements, you should not place undue reliance on these statements. Many of these factors are beyond our ability to control or predict. Our forward-looking statements speak only as of the date of this Quarterly Report. Other than as required by law, we undertake no obligation to update or revise forward-looking statements, whether as a result of new information, future events, or otherwise.

Overview

Massive Interactive, Inc. (the “Company” or “Massive”) is a leading provider of innovative solutions for the management, delivery and streaming of Internet Protocol (IP)-based video and media assets. Our comprehensive software platform enables enterprise customers to acquire, manage and distribute their video assets across various devices used by consumers including Games Consoles, Smart TV’s, Tablets, Smart Phones, Internet-Enabled Set Top Boxes and other devices. Our suite of products include, MDK, a cross-device software development solution, MUI, a cross devices suite of user interfaces, MSM, a powerful video content management and merchandising system (CMS), and MVP, a complete end-to-end managed video platform. We offer our solutions over the Internet as a subscription service model using a software-as-a-service (SaaS) or an on-demand model, and by installing our software onsite for clients as part of an enterprise licensing model. Our software address the unique needs found across different industry verticals, each with the shared aim of offering video to consumers across multiple devices. The verticals we address include Telecommunications, Media, Technology, Hospitality, Automotive, Travel & Leisure and Publishing. The Company has an average ‘Win’ ratio of 92%, reflecting how our solutions significantly enhance the way our clients monetize and manage their media assets by driving sales and drastically reducing the overall cost of ownership of enterprise-grade video management and merchandising.

In addition to our software business, we operate design services and technical services businesses. Our services work includes - creative interface design, branding strategies, strategic planning and technical/systems integration services. We currently provide our software solutions, professional and creative services internationally through our offices in New York, London, Prague and Sydney.

Results of Operations

The following paragraphs set forth our results of operations for the periods presented. The period-to-period comparison of financial results is not necessarily indicative of future results. Our results are comprised of the results of operation of Massive Media Pty Ltd., (“Massive Media”) for the three months ended March 31, 2014. As noted in our annual report on Form 10-K filed with the SEC on April 15, 2014, as part of the acquisition of Massive Media, we proceeded to exit the oil and gas operations related to the properties owned while the entity operated as Xtreme Oil and Gas (“Xtreme”). As such, we reported all activity related to Xtreme’s operations as discontinued operations for the three months ended March 31, 2014 and 2013. Further detail can be found within Note 4, Discontinued Operations in our financial statements included in this form 10-K.

For the Three Months Ended March 31, 2014 compared to the Three Months Ended March 31, 2013

Revenues

For the three month period ended March 31, 2014, revenues were $3,114,436 compared to revenues of $0 for the three month period ended March 31, 2013. Our revenue is comprised of the revenue recognized by Massive Media for the three months ended March 31, 2014. As previously noted, as part of the acquisition of Massive Media, we proceeded to exit the oil and gas operations related to the properties owned while the entity operated as Xtreme. As such, we reported all activity related to Xtreme as discontinued operations for the three months ended March 31, 2014 and 2013, respectively. Further detail can be found within Note 4, Discontinued Operations in our financial statements included in this Quarterly Report.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - continued

General and Administrative Expenses

For the three month period ended March 31, 2014, general and administrative expenses were $2,430,598 compared to $243,682 for the three month ended March 31, 2013. Our general and administrative expenses are comprised of the expenses recorded by Massive Media for the three month period ended March 31, 2014 as well as the remaining expenditures of Xtreme that were not reported in discontinued operations for the three months ended March 31, 2014 and 2013, respectively. As previously noted, as part of the acquisition of Massive Media, we proceeded to exit the oil and gas operations related to the properties owned while the entity operated as Xtreme.

Depreciation and Amortization Expenses

Depreciation and amortization expense during the three months ended March 31, 2014 and 2013 was approximately $155,787 and $0, respectively. Our depreciation and amortization expenses are comprised of the expenses recorded by Massive Media for the three month period ended March 31, 2014. As previously noted, as part of the acquisition of Massive Media, we proceeded to exit the oil and gas operations related to the properties owned while the entity operated as Xtreme. As such, we reported all activity related to Xtreme as discontinued operations for the three months ended March 31, 2014 and 2013, respectively. Further detail can be found within Note 4, Discontinued Operation in our financial statements included in this Quarterly Report.

Other Income (expense)

Other income (expense) decreased from $21,714 of income in 2013 to $128,818 of expense in 2014. This was primarily due to the addition of Massive Media interest expense in 2014.

Income Tax Benefit

The income tax benefit increased from $0 in 2013 to $228,690 for the three months ended March 31, 2014. The income tax benefit relates to the operations of Massive Media and represents a Research and Development (R&D) tax incentive, which provides a tax offset for eligible R&D activities and is targeted toward R&D that benefits Australia. The incentive, being a refundable tax offset, is available for those entities engaging in eligible activities whose aggregated turnover is less than $20 million. See Note 11, Taxes (Payable) Refundable in our financial statements included in this Quarterly Report.

Net Loss

For the three month period ended March 31, 2014, we had net income of $627,923 compared with net loss of $174,103 for the three months ended March 31, 2013. The increase in net income from 2013 was primarily due to the increase in revenue from the acquisition of Massive Media.

Liquidity and Capital Resources

As of March 31, 2014, our continuing operations had cash of $424,879, and a working capital balance of $955,270. As of December 31, 2013, continuing operations had cash of $1,121,181 and a working capital balance of $748,896. Working capital is defined as current assets minus current liabilities, excluding restricted cash and discontinued operations. We believe that cash from future operations and our currently available cash will be sufficient to satisfy our anticipated working capital requirements for the foreseeable future.

Cash Flows from Continuing Operations

Operating activities

Cash provided by (used in) operating activities from continuing operations during the three month periods ended March 31, 2014 and 2013 was $878,164 and ($30,280), respectively. The cash flows from operations in 2014 related to net income of 627,923, depreciation and amortization of $155,787 and changes in operating assets and liabilities of $94,454. For 2013, Xtreme’s changes in operating assets and liabilities used $261,936 of cash, in addition to a consolidated net loss from continuing operations for the quarter ended March 31, 2013 of $221,968, in addition to net non-cash expenses of $70,248, were the factors contributing to the net cash used in operating activities in 2013.

Investing Activities

Cash used in investing activities from continuing operations was $416,677, related entirely of capital expenditures for the first quarter ended March 31, 2014. The quarter ended March 31, 2013 had no cash flow change for continuing operations as a result of investing activities.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - continued

Financing Activities

Cash (used in) provided by financing activities of continuing operations for the three month period ended March 31, 2014 amounted to ($909,918), compared to $64,850 for the three month period ended March 31, 2013 for Xtreme. This is primarily due to the funds paid of $909,918 on borrowings in the first quarter in 2014, compared to proceeds received from borrowings of $64,850 in the first quarter of 2013.

Disclosure About Off-Balance Sheet Arrangements

We do not have any transactions, agreements or other contractual arrangements that constitute off-balance sheet arrangements.

ITEM 3. QUANTITATIVE AND QUALITATTIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The term “disclosure controls and procedures” is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This term refers to the controls and procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files under the Exchange Act is recorded, processed, summarized, and reported within the required time periods. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our Chief Executive Officer and our Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this quarterly report. They have concluded that, as of that date, our disclosure controls and procedures were effective at ensuring that required information will be disclosed on a timely basis in our reports filed under the Exchange Act.

Changes in Internal Control Over Financial Reporting

No change in our internal control over financial reporting occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors previously disclosed in our Annual Report on Form 10-K which was filed with the SEC on April 15, 2014.

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

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

31.1	Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2	Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1	Certification Pursuant to 18 U.S.C. adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2	Certification Pursuant to 18 U.S.C. adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS*	XBRL Instance Document

101.SCH*	XBRL Taxonomy Extension Schema

101.CAL*	XBRL Taxonomy Extension Calculation Linkbase

101.DEF*	XBRL Taxonomy Extension Definition Linkbase

101.LAB*	XBRL Taxonomy Extension Label Linkbase

101.PRE*	XBRL Taxonomy Extension Presentation Linkbase

* Pursuant to Rule 406T of Regulation S-T, the XBRL (Extensible Business Reporting Language) information included in Exhibit 101 hereto is deemed furnished and not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, or deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Massive Interactive Inc.

May 15, 2014	By:	/s/ Ron Downey
		Ron Downey, Chief Executive Officer
		(Principal Executive Officer)

May 15, 2014	By:	/s/ Antaine Furlong
		Antaine Furlong, Chief Financial Officer
		(Principal Financial Officer)

Massive Interactive, Inc. - FORM 10-Q - May 15, 2014

Attached files

Massive Interactive, Inc. Reports