Stop Sleep Go Inc. - FORM 10-Q

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EX-32.1 - CERTIFICATION - Stop Sleep Go Inc.	immac-ex321.htm
EX-31.1 - CERTIFICATION - Stop Sleep Go Inc.	immac_ex311.htm
EXCEL - IDEA: XBRL DOCUMENT - Stop Sleep Go Inc.	Financial_Report.xls

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q


þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended April 30, 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 333-185909

Interactive Multi-Media Auction Corporation
(Exact name of registrant as specified in its charter)

British Virgin Islands		n/a
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2/F, Eton Tower
8 Hysan Avenue, Causeway Bay, Hong Kong
(Address of principal executive offices)		(Zip Code)

+852 2910-7795
(Registrant’s telephone number)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes

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

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

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o	Smaller reporting company þ

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

Yes

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of June 11, 2014, the issuer had one class of common stock, with a par value of $0.001, of which 11,300,000 shares were issued and outstanding.

TABLE OF CONTENTS

		Page
	PART I—FINANCIAL INFORMATION

Item 1:	Financial Statements:
	Unaudited Balance Sheets as at April 30, 2014, and October 31, 2013	3

	Unaudited Statements of Operations for the Three and Six Months Ended April 30, 2014 and 2013
	and for the period from commencement of development stage, July 13, 2012, to April 30, 2014	4

	Unaudited Statements of Cash Flows for the Three and Six Months Ended April 30, 2014 and 2013
	and for the period from commencement of development stage, July 13, 2012, to April 30, 2014	5

	Notes to Financial Statements (Unaudited)	6

Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9

Item 3:	Quantitative and Qualitative Disclosures About Market Risk	11

Item 4:	Controls and Procedures	11

	PART II—OTHER INFORMATION

Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	11

Item 5:	Other Events	11

Item 6:	Exhibits	12

	Signatures

PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

INTERACTIVE MULTI-MEDIA AUCTION CORPORATION
(a development stage enterprise)
Balance Sheets
April 30, 2014 and October 31, 2013
(United States Dollars)
(unaudited)

	April 30,			October 31,
	2014			2013
Assets
Current assets:
Cash	$	-		$	-

Total current assets	$	-		$	-



Liabilities and Stockholders' Deficit

Current liabilities:
Accounts payable	$	30,873		$	15,821
Due to shareholders		8,575			2,371
Total current liabilities		39,448			18,192

Loan payable		27,500			27,500
Total liabilities		66,948			45,692

Stockholders' Deficit
Capital stock:
$0.001 par value, authorized 100,000,000 shares,
issued and outstanding 11,300,000 shares
(2013 - 11,300,000 shares)		11,300			11,300
Additional paid-in capital		497,425			497,425
Deficit accumulated during development stage		(575,673	)		(554,417	)
Total stockholders' deficit		(66,948	)		(45,692	)
Total liabilities and stockholders' equity	$	-		$	-

See accompanying notes to financial statements

INTERACTIVE MULTI-MEDIA AUCTION CORPORATION
(a development stage enterprise)
Statement of Operations
For the three and six months ended April 30, 2014 and 2013
and the period from Inception (July 13, 2012) to April 30, 2014
(United States Dollars)
(unaudited)

	Three months ended April 30, 2014			Three months ended April 30, 2013			Six months ended April 30, 2014			Six months ended April 30, 2013			Period from Inception of July 13, 2012 to April 30, 2014

Revenue	$	-		$	-		$			$			$	-


Expenses:
General and administrative		12,638			6,063			21,256			26,458			130,673
Marketing		-			-									445,000
Total operating expenses		12,638			6,063			21,256			26,458			575,673

Net Loss	$	(12,638	)	$	(6,063	)	$	(21,256	)	$	(26,458	)	$	(575,673	)

Net loss per share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Weighted average number of shares outstanding		11,300,000			11,200,000			11,300,000			11,200,000

See accompanying notes to financial statements

INTERACTIVE MULTI-MEDIA AUCTION CORPORATION
(a development stage enterprise)
Statement of Cash Flows
For the six months ended April 30, 2014 and 2013
and the period from Inception (July 13, 2012) to April 30, 2014
(United States Dollars)
(unaudited)
	Six months ended April 30, 2014			Six months ended April 30, 2013			Period from Inception of July 13, 2012 to April 30, 2014

Cash flows from operating activities:

Net loss	$	(21,256	)	$	(26,458	)	$	(575,673	)
Adjustments to reconcile net loss to
net cash used in operating activities:
Common stock issued for services received		-			-			487,500

Changes in assets and liabilities
Accounts payable		15,052			10,238			30,873
Accounts payable - related parties		-			3,600			-
Net cash used in operating activities		(6,204	)		(12,620	)		(57,300	)

Cash provided by financing activities:
Proceeds from issuance of capital stock		-			-			21,225
Advances from shareholders		6,204			620			8,575
Proceeds from loan payable		-			-			27,500

Net cash provided by financing activities		6,204			620			57,300

Change in cash		-			(12,000	)		-

Cash at beginning of the period		-			12,000			-

Cash at end of the period	$	-		$	-		$	-



Cash paid for:
Interest paid	$	-		$	-		$	-
Income taxes	$	-		$	-		$	-

See accompanying notes to financial statements.

NOTES TO FINANCIAL STATEMENTS

April 30, 2014

Note 1. Description of Business and Summary of Significant Accounting Policies

Organization

Interactive Multi-Media Auction Corporation. (the “Company”) was incorporated under the laws of the British Virgin Islands on July 13, 2012. The Company is based in Hong Kong and in the business of an internet based marketer, auctioneer, dealer and broker of high quality and unique products and services for fine art, fashion, design and décor.

Development Stage

The Company is devoting substantially all of its efforts on establishing the business and principal operations have not commenced. All losses accumulated since inception of the development stage have been considered as part of the Company’s development stage activities.

Interim Period Financial Statements

The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and with the Securities and Exchange Commission’s instructions. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. The results of operations reflect interim adjustments, all of which are of a normal recurring nature and, in the opinion of management, are necessary for a fair presentation of the results for such interim period. The results reported in these interim financial statements should not be regarded as necessarily indicative of results that may be expected for the entire year. Certain information and note disclosure normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the Securities and Exchange Commission’s rules and regulations. These unaudited interim financial statements should be read in conjunction with the audited financial statements for the year ended October 31, 2013, as filed with the Securities and Exchange Commission on February 13, 2014.

Going Concern

The Company’s financial statements have been prepared in conformity with accounting principles generally accepted in the United States applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not generated any revenue since commencement of the development stage, has an accumulated deficit, and has had no positive cash flows from operations. It is the Company’s intention to raise additional equity to finance development of a market for its products until positive cash flows can be generated from its operations. However, there can be no assurance that such additional funds will be available to the Company when required or on terms acceptable to the Company. Such limitations could have a material adverse effect on the Company’s business, financial condition or operations, and these financial statements do not include any adjustment that could result. Failure to obtain sufficient additional funding would necessitate the Company to reduce or limit its operating activities or even discontinue operations.

Fair Value Measurements

Fair value is defined as the exchange price that will be received for an asset or paid to transfer a liability (an exit price) in the principal. Valuation techniques used to measure fair value should maximize the use of observable inputs and minimize the use of unobservable inputs. To measure fair value, the Company uses the following fair value hierarchy based on three levels of inputs, of which the first two are considered to be observable and the third unobservable:

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – Unobservable inputs are supported by little or no market activity and are significant to the fair value of the assets or liabilities.

Use of Estimates

The preparation of 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 revenues and expenses during the fiscal year. The Company bases its estimates on historical experience, current conditions and on other assumptions that it believes to be reasonable under the circumstances. Actual results could differ from those estimates and assumptions.

Financial Instruments

The Company has the following financial instruments: accounts payable and loan payable. The carrying value of these financial instruments approximates their fair value due to their liquidity or their short-term nature.

Recent Accounting Pronouncements

The Company reviews recently adopted and proposed accounting standards on a continual basis. The Company does not expect any new accounting pronouncements will have a material impact on the Company’s financial position, results of operations, of cash flows.

Note 2. Loan Payable

The Company has an agreement with Morpheus Financial Corporation, a shareholder of the Company, for a loan facility of Cdn $90,000, available in tranches as requested by the Company to May 2014. The loan is unsecured, non-interest bearing and due on or before October 31, 2017. A total of US $27,500 has been received by the Company to April 30, 2014.

Note 3. Related Party Transactions

An entity, related by common ownership to two shareholders of the Company, has provided consulting services in the amount of $nil and $nil and $nil and $4,000 during the respective three and six months ended April 30, 2014 and 2013.

During the six months ended April 30, 2014 and 2013 shareholders of the Company advanced $6,204 and $220, respectively. The balance owing as at April 30, 2014 of $8,575 is included in advances due to shareholders.

Note 4. Share Capital

The Company is authorized to issue 100,000,000 shares of capital stock, par value of $0.001.

The shares can be divided into such classes and series as the directors may determine. As at January 31, 2014 the Company only has one class and series of shares.

No shares were issued during the six months ended April 30, 2014.

For additional details of stock issuances prior to the three months ended January 31, 2014 please see the Form 10-K for the fiscal year ended October 31, 2013 filed with the Securities Exchange Commission on February 13, 2014.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the accompanying unaudited financial statements for the three and six month periods ended April 30, 2014 and 2013, and for the period from commencement of development stage, July 13, 2012, to April 30, 2014 and our annual report on Form 10-K for the year ended October 31, 2013, including the financial statements and notes thereto.

Forward-Looking Information May Prove Inaccurate

This report contains statements about the future, sometimes referred to as “forward-looking” statements. Forward-looking statements are typically identified by the use of the words “believe,” “may,” “could,” “should,” “expect,” “anticipate,” “estimate,” “project,” “propose,” “plan,” “intend,” and similar words and expressions. Statements that describe our future strategic plans, goals, or objectives are also forward-looking statements.

Readers of this report are cautioned that any forward-looking statements, including those regarding our management’s current beliefs, expectations, anticipations, estimations, projections, proposals, plans, or intentions, are not guarantees of future performance or results of events and involve risks and uncertainties. The forward-looking information is based on present circumstances and on our predictions respecting events that have not occurred, that may not occur, or that may occur with different consequences from those now assumed or anticipated. Actual events or results may differ materially from those discussed in the forward-looking statements as a result of various factors. The forward-looking statements included in this report are made only as of the date of this report. We are not obligated to update such forward-looking statements to reflect subsequent events or circumstances.

Introduction

During the three and six months ended April 30, 2014 our Company continued to develop our business based on marketing and selling products using an on-line e-commerce platform which provides a live streaming auction production as well as the opportunity to buy goods year-round at set (static) pricing on the site. We have acquired a URL at www.interactive-auction.com and have contracted with an outside consultant to build our auction website. The Company went live with the website just following the conclusion the Q2 period. The website presently represents an offering of certain artist reproductions. As the website now continues to be updated it will have additional items added to it such as jewelry, fashion, and home décor items, as well as now a payment processing platform is to be integrated into the site allowing for direct purchases (ecommerce transactions) to occur on the site itself (i.e. whether paypal, or through a variety of credit cards).

The company plans to operate a real-time auction internet streaming broadcast from various geographic locations around the world that will focus specifically on representing and promoting distinct and innovative goods produced by local manufacturers, purveyors, designers and creators. Viewers across the globe will be able to view the action on their computers, Ipads or mobile phones, and they will be able to participate by bidding on the items via telephone or the internet.

In such regards, the Company has made specific efforts to allow for the launch of its first such formal auction broadcast with focus on the market of New Delhi, India. Company representatives have now began formal discussions and planning with a gallery owner in Delhi, such party whom will work alongside the Company to source appropriate goods such as Indian art, fashion, jewelry, rugs and antiquities that can be offered during the auction. It is the intent of the Company that such initial live auction event would take place in Q4 of this fiscal year.

It is further a goal of the Company to pursue to seek out and align itself with other technology offerings that provide synergy with the company and as such the Company is also making efforts to find and locate other unique digital, internet and multi-media technologies that have the potential to enhance the overall growth of the business. In pursuit of this directive, Company management is in present discussions with other companies that possess proprietary websites and/or internet operating platforms that could be utilized in conjunction or unison with that of the Company. It is the hope of the Company that such discussions may lead to formal relationships during the rest of the fiscal year.

Results of Operations

Comparison of the Three and Six Months Ended April 30, 2014,

with the Three and Six Months Ended April 30, 2013

We had no gross revenue for the three and six month periods ended April 30, 2014 and 2013.

Our general and administrative expenses from continuing operations for the three and six months ended April 30, 2014, were $12,638 and $21,256, respectively, as compared to $6,063 and $26,458 for the comparable periods ended April 30, 2013. The cumulative decrease for the six months is primarily due to a reduction in costs related to filing registration statements.

Overall, we have a net loss of $12,638 and $21,256 for the three and six months ended April 30, 2014, as compared to a net loss of $6,063 and $26,458 in the corresponding three and six months of the preceding year.

Liquidity and Capital Resources

As of April 30, 2014, our current assets were $nil, as compared to $nil at October 31, 2013. As of April 30, 2014, our current liabilities were $39,448, as compared to $18,192 at October 31, 2013.

Operating activities used net cash of $6,204 for the six months ended April 30, 2014, as compared to use of $12,620 for the six months ended April 30, 2013.

Net cash of $6,204 was provided by financing activities during the six months ended April 30, 2014, as compared to $620 net cash provided during the comparable six months ended April 30, 2013.

Our current balances of cash will not meet our working capital and capital expenditure needs for the whole of the current year. Because we are not currently generating sufficient cash to fund our operations, we will need to rely on external financing to meet future capital and operating requirements. Any projections of future cash needs and cash flows are subject to substantial uncertainty. Our capital requirements depend upon several factors, including the rate of market acceptance, our ability to get to production and generate revenues, our level of expenditures for production, marketing, and sales, purchases of equipment, and other factors. We can make no assurance that financing will be available in amounts or on terms acceptable to us, if at all. Further, if we issue equity securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences, or privileges senior to those of existing holders of common stock, and debt financing, if available, may involve restrictive covenants that could restrict our operations or finances. If we cannot raise funds, when needed, on acceptable terms, we may not be able to continue our operations, grow market share, take advantage of future opportunities, or respond to competitive pressures or unanticipated requirements, all of which could negatively impact our business, operating results, and financial condition.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, such as this quarterly report, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officers (our “Certifying Officers”) , as appropriate, to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our Certifying Officers, the effectiveness of our disclosure controls and procedures as of April 30, 2014, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of April 30, 2014, our disclosure controls and procedures were not effective.

There have been no changes in our internal control over financial reporting that occurred during the quarter ended April 30, 2014, that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

PART II—OTHER INFORMATION

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

Not applicable

ITEM 5. OTHER EVENTS

Not applicable

ITEM 6. EXHIBITS

The following exhibits are filed as a part of this report:

Exhibit Number*	Title of Document	Location

Item 31	Rule 13a-14(a)/15d-14(a) Certifications
31.01	Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Rule 13a-14	Attached

Item 32	Section 1350 Certifications
32.01	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer) and (Chief Financial Officer)	Attached

Item 101	Interactive Data File
101	Interactive Data File	Attached

_______________

*	All exhibits are numbered with the number preceding the decimal indicating the applicable SEC reference number in Item 601 and the number following the decimal indicating the sequence of the particular document.

SIGNATURES

Pursuant to the requirements 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.

	Registrant

	INTERACTIVE MULTI-MEDIA AUCTION CORPORATION

Date: June 16, 2014	By:	/s/ AMBER MCCANDLESS
		Amber McCandless
		President, Chief Executive Officer, Chief Financial Officer, Treasurer and Director
		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

Stop Sleep Go Inc. - FORM 10-Q - June 16, 2014

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Stop Sleep Go Inc. Reports