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EX-31 - SOX SECTION 302 CERTIFICATION OF THE CEO & CFO - Jade Global Holdings, Inc.exhibit311.htm
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EX-32 - SOX SECTION 906 CERTIFICATION OF THE CEO & CFO - Jade Global Holdings, Inc.exhibit321.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

 

(Mark One)

[X]

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

 

For the quarterly period ended

September 30, 2014

 

 

or

 

[  ]

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

 

For the transition period from

 

to

 

 

Commission File Number

000-54828

 

MEDIA ANALYTICS CORPORATION

(Exact name of registrant as specified in its charter)

Florida

 

45-0966109

(State or other jurisdiction of incorporation or organization)

 

(IRS Employer Identification No.)

800 W. El Camino Real, Suite 180, Mountain View, California

94040

(Address of principal executive offices)

(Zip Code)

650 903-2224

(Registrant’s telephone number, including area code)

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.

[X]

YES

[  ]

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).  

 

[X]

YES

[  ]

NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small 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

[  ]

Accelerated filer

[  ]

Non-accelerated filer

[  ]

(Do not check if a smaller reporting company)

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.

 

[  ]

YES

[  ]

NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

300,000,000 common shares issued and outstanding as of November 14, 2014.

                                           

 

 

PART I – FINANCIAL INFORMATION

Item 1.           Financial Statements

The unaudited interim financial statements of Media Analytics Corporation follow. All currency references in this report are to U.S. dollars unless otherwise indicated.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3


 

 

 

 

 

 

MEDIA ANALYTICS CORPORATION

(Formerly FanSport, Inc.)



 

CONDENSED INTERIM FINANCIAL STATEMENTS


September 30, 2014

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

Condensed Balance sheets (Unaudited) ................................................................................................................................ F–1

 

Condensed Statements of operations (Unaudited) .............................................................................................................. F–2

 

Condensed Statements of cash flows (Unaudited)............................................................................................................... F–3

 

Notes to Interim Condensed Financial Statements (Unaudited)......................................................................................... F–4

 

 

 

 

 

 

 

4


 

MEDIA ANALYTICS CORPORATION

(Formerly FanSport, Inc.)

CONDENSED BALANCE SHEETS

 

 

   

 

September 30,

2014

(unaudited)

 

March 31,

2014

 

               

ASSETS

               

Intangible asset

   

$

300,000

$

300,000

       

 

 

 

 

TOTAL ASSETS

   

$

300,000

$

300,000

               
               

LIABILITIES AND STOCKHOLDERS’ DEFICIT

               

CURRENT LIABILITIES

           
 

Accounts payable and accrued expenses

   

$

111,511

$

57,549

 

Due to related party

   

 

45,469

 

25,211

         

156,980

 

82,760

         

 

   

Long term debt

     

300,000

 

300,000

       

 

 

 

 

TOTAL LIABILITIES

   

 

456,980

 

382,760

               
               

STOCKHOLDERS’ DEFICIT

           

Preferred stock, $0.0001 par value

10,000,000 shares authorized

None issued or outstanding

           
               

Common stock, $0.0001 par value

500,000,000 shares authorized

100,000,000 shares issued and outstanding

At September 30, 2014 and March 31, 2014.

     

 

 

 

10,000

 

 

 

 

10,000

Additional paid-in capital

     

12,609

 

12,609

Accumulated Deficit

   

 

(179,589)

 

(105,369)

         

 

   

TOTAL STOCKHOLDERS’ DEFICIT

   

 

(156,980)

 

(82,760)

         

 

   

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

$

300,000

$

300,000

 

 

 

 

 

 

 

 

See notes to interim condensed financial statements.

F-1


 

MEDIA ANALYTICS CORPORATION

(Formerly FanSport, Inc.)

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

   

 

Three months

ended

September 30,

2014

 

Three months

ended

September 30,

2013

 

Six months

ended

September 30,

2014

 

Six months

ended

September 30,

2013

       

 

 

 

 

   
       

 

 

 

 

   

Revenue

$

-

$

-

$

-

$

-

     

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

Filing fees

$

3,545

$

-

$

3,545

$

-

 

General and administrative

 

12,306

 

50

 

12,316

 

94

 

Investor relations

 

2,750

 

-

 

3,144

 

-

 

License fees

 

15,123

 

3,288

 

30,082

 

3,288

 

Transfer agent fees

 

1,100

 

-

 

1,700

 

-

 

Professional fees

 

20,085

 

2,500

 

23,433

 

5,000

     

 

 

 

 

 

 

 

Total Operating Expenses

 

54,909

 

5,838

 

74,220

 

8,382

     

 

 

 

 

 

 

 

Net loss

$

(54,909)

$

(5,838)

$

(74,220)

$

(8,382)

     

 

 

 

 

 

 

 

Basic and diluted loss per share

$

(0.00)

$

(0.00)

$

(0.00)

$

(0.00)

     

 

 

 

 

 

 

 

Weighted average number

 

 

 

 

 

 

 

 

 

of shares outstanding

- basic and diluted

 

100,000,000

 

100,900,000

 

100,000,000

 

151,041,530

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See notes to interim condensed financial statements

F-2


 

MEDIA ANALYTICS CORPORATION

(Formerly FanSport, Inc.)

CONDENSED STATEMENT OF CASH FLOWS

(Unaudited)

 

 

Six months

ended

September 30,

2014

 

Six months

ended

September 30,

2013

                 

Cash Flows From Operating Activities

           
 

Net loss

     

$

(74,220)

$

(8,382)

           

 

   

Changes in Operating Assets and Liabilities

     

 

   
 

Increase in accounts payable and accrued expenses

 

53,962

 

8,388

 

Increase in due to related party

 

20,258

 

-

           

 

   

Net cash provided by operating activities

   

 

-

 

6

           

 

   

Increase in cash and cash equivalents

     

-

 

6

           

 

   

Cash and cash equivalents at Beginning of Period

 

 

-

 

2,470

           

 

   

Cash and cash equivalents at End of Period

   

$

-

$

2,476

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See notes to interim condensed financial statements

F-3


 

MEDIA ANALYTICS CORPORATION

(Formerly FanSport, Inc.)

NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS

September 30, 2014

(Unaudited)

 

 

NOTE 1.  GENERAL ORGANIZATION AND BUSINESS

 

Media Analytics Corporation (formerly FanSport, Inc.) (the “Company”) was incorporated on March 16, 2011, and intends to develop and provide a social gaming mobile applications for fantasy sports enthusiasts. Effective September 3, 2013, the Company changed its name from FanSport, Inc. to Media Analytics Corporation. The Company will provide this audience the ability to draft, trade, and track their sports fantasy leagues right on their phone.

The company plans to introduce the Klarity Analytical Dashboard to the North American and United Kingdom marketplaces, where the company has the exclusive license and reselling agreement. This will allow users to have access to in depth insights into Western and Asian social behavior. The company is also looking to develop relationships with other analytical technology providers to provide an entire suite of marketing solutions to their clients.

The interim condensed financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in the financial statements prepared in accordance with generally accepted accounting principles (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations, although we believe that the disclosures made are adequate to provide for fair presentation and a reasonable understanding of the information presented. The interim condensed financial statements and management’s discussion and analysis of financial condition and results of operations included in this Form 10-Q should be read in conjunction with the financial statements and the related notes, as well as management’s discussion and analysis of financial condition and results of operations, included in the Company’s annual report on Form 10-K for the fiscal year ended March 31, 2014, previously filed with the SEC.

In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair statement of financial position as of September 30, 2014, results of operations for the three and six months ended September 30, 2014 and 2013, and cash flows for the six months ended September 30, 2014 and 2013, as applicable, have been made. The results of operations for the three and six months ended September 30, 2014 are not necessarily indicative of the operating results for the full fiscal year or any future periods.

NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Accounting Basis

These condensed interim financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America.  The Company’s fiscal year end is March 31.

Cash and Cash Equivalents

Cash and cash equivalents are reported in the balance sheet at cost, which approximates fair value. For the purpose of the financial statements cash equivalents include all highly liquid investments with an original maturity of three months or less when purchased.

Earnings (Loss) per Share

The Company adopted FASB ASC 260, Earnings per Share. Basic earnings (loss) per share is calculated by dividing the Company’s net income available to common shareholders by the weighted average number of common shares outstanding during the year. Diluted earnings (loss) per share is calculated by dividing the Company’s net loss available to common shareholders by the diluted weighted average number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity. There were no diluted or potentially diluted shares outstanding for all periods presented.

Dividends

The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during the periods shown, and none are contemplated in the near future.

 

F-4


 

MEDIA ANALYTICS CORPORATION

(Formerly FanSport, Inc.)

NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS

September 30, 2014

(Unaudited)

 

NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued 

 

Income Taxes

The Company adopted FASB ASC 740, Income Taxes, at its inception. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carryforwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. No deferred tax assets or liabilities were recognized as of September 30, 2014 or March 31, 2014, respectively.

 

Fair Value of Financial Investments

The fair value of cash and cash equivalents, accounts payable, accrued liabilities, and notes payable approximates the carrying amount of these financial instruments due to their short term maturity.

Advertising

The Company will expense advertising as incurred. Advertising expense charged to general and administrative expenses was $4,000 and zero in the six months ended September 30, 2014 and 2013, respectively.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 revenue and expenses during the reporting period. Actual results could differ from those estimates.

Revenue and Cost Recognition

The Company has no current source of revenue; therefore the Company has not yet adopted any policy regarding the recognition of revenue or cost.

Related Parties

Related parties, which can be a corporation, individual, investor or another entity are considered to be related if the party has the ability, directly or indirectly, to control the other party or exercise significant influence over the Company in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence. The Company has these relationships.

F-5


 

MEDIA ANALYTICS CORPORATION

(Formerly FanSport, Inc.)

NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS

September 30, 2014

(Unaudited)

 

NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued 

 

Intangible Assets

The Company reviews identifiable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Intangible assets are amortized using the straight-line method with useful lives as follows:

Description                                             Useful life

Licensing Agreement                              2 years

The Company has not yet begun to amortize the licensing agreement because the agreement has not been active.

Property

The Company does not own any real estate or other property. The Company’s office is located at STE 1802, 18th Floor, Chinachem Exchange Square, 1 Hoi Wan Street, Quarry Bay, K3 00000, Hong Kong. Our contact number is 852-3100-0566.

Recent Authoritative Accounting Pronouncements

In June 2014 Accounting Standards Update 2014-10 removed the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments are effective for annual reporting periods beginning after December 31, 2014 and interim reporting periods beginning after December 15, 2015, however entities are permitted to early adopt for any annual or interim reporting period for which the financial statements have yet to be issued.  The Company has elected to early adopt these amendments and accordingly have not labeled the financial statements as those of a development stage entity and have not presented inception-to-date information on the respective financial statements.

 

NOTE 3.  ACQUIRED INTANGIBLE ASSET

 

As of September 30, 2014

As of March 31, 2014

 

Gross Carrying Amount

Gross Carrying Amount

 

Licensing agreement

 

$300,000

 

$300,000

 

NOTE 4.  INCOME TAXES

The Company provides for income taxes under ASC Topic 740 which requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect currently.

ASC Topic 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In the Company’s opinion, it is uncertain whether they will generate sufficient taxable income in the future to fully utilize the net deferred tax asset. Therefore, the net deferred tax asset and income tax expense have been fully offset by a valuation allowance at September 30, 2014, leaving a balance of $0.  The Company reviews tax positions taken to determine if it is more likely than not that the position would be sustained upon examination resulting in an uncertain tax position. The Company did not have any material unrecognized tax benefit at September 30, 2014. The Company recognizes interest accrued and penalties related to unrecognized tax benefits in tax expense. During the six months ended September 30, 2014, the Company recognized no interest and penalties.

F-6


 

MEDIA ANALYTICS CORPORATION

(Formerly FanSport, Inc.)

NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS

September 30, 2014

(Unaudited)

 

NOTE 4.  INCOME TAXES - Continued 

The Company has filed all income tax returns since inception.  All tax periods since inception remain open to examination by the taxing jurisdiction to which the Company is subject.

At September 30, 2014, the Company had net loss carry forwards of $179,589 which expire through its tax year ending 2032. Utilization of the net operating loss carry forwards may be limited in accordance with IRC Section 382 in the event of certain shifts in ownership.

 

NOTE 5.  DUE TO RELATED PARTY

 

Amount due to related party at September 30, 2014, is non-interest bearing, unsecured and with no fixed terms of repayment.

 

 

NOTE 6.  STOCKHOLDERS’ DEFICIT

 

Preferred Stock

There are 10,000,000 Preferred Shares at $0.0001 par value authorized with none issued and outstanding at September 30, 2014 and March 31, 2014.

Common Stock

On March 16, 2011, the Company issued 180,000,000 of its $0.0001 par value common stock at $0.001 per share for $9,000 cash to the founder of the Company. The issuance of the shares was made to the former and sole officer and director of the Company and an individual who is a sophisticated and accredited investor, therefore, the issuance was exempt from registration of the Securities Act of 1933 by reason of Section 4 (2) of that Act.

On August 30, 2011, the Company issued 24,000,000 common shares at $0.0005 per share yielding net proceeds of $12,000.

On January 31, 2013, the Board of Directors of the Company approved Articles of Amendment to our Articles of Incorporation which will affect a 20 for one forward stock split of our issued and outstanding common stock. The forward stock split will be distributed to all shareholders of record on February 25, 2013. No cash will be paid or distributed as a result of the forward stock split and no fractional shares will be issued. All fractional shares, which would otherwise be required to be issued as a result of the stock split, will be rounded up to the nearest whole share. There will be no change in the par value of our common stock.

On June 28, 2013, the sole officer and director cancelled 103,100,000 common shares.

On December 31, 2013, 900,000 common shares originally issued as collateral for a transaction was cancelled.

There are 500,000,000 common shares at $0.0001 par value authorized with 100,000,000 shares issued and outstanding at September 30, 2014 and March 31, 2014.

 

NOTE 7.  RELATED PARTY TRANSACTIONS

 

An officer and director of the Company is involved in business activities outside of the Company and may, in the future, become involved in other business opportunities that become available. They may face a conflict in selecting between the Company and other business interests. The Company has not formulated a policy for the resolution of such conflicts.

As of September 30, 2014, loan payable to the CEO of the Company was $45,469. The purpose of the loan was to pay for current administrative expense. The loan is due on demand and bears no interest.

F-7


 

MEDIA ANALYTICS CORPORATION

(Formerly FanSport, Inc.)

NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS

September 30, 2014

(Unaudited)

 

NOTE 8.  GOING CONCERN

 

The accompanying condensed interim financial statements have been prepared assuming that the Company will continue as a going concern. For the period March 16, 2011 (date of inception) through September 30, 2014 the Company has had a net loss of $179,589. In view of these matters, recoverability of any asset amounts shown in the accompanying condensed interim financial statements is dependent upon the Company’s ability to begin operations and to achieve a level of profitability. Since inception, the Company has financed its activities from the sale of equity securities. The Company intends on financing its future development activities and its working capital needs largely from loans and the sale of public equity securities with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations, if ever, are sufficient to fund working capital requirements.

 

NOTE 9.  CONCENTRATIONS OF RISKS

 

Cash Balances

The Company maintains its cash in institutions insured by the Federal Deposit Insurance Corporation (FDIC). All other deposit accounts at FDIC-insured institutions were insured up to at least $250,000 per depositor until December 31, 2009. On April 1, 2010, FDIC deposit insurance for all deposit accounts, except for certain retirement accounts, returned to $250,000 per depositor. Insurance coverage for certain retirement accounts, which include all IRA deposit accounts, will remain at $250,000 per depositor. Our cash balance at September 30, 2014 was below the FDIC insurance threshold.

NOTE 10. COMMITMENT 

On September 11, 2013, the Company entered into a licensing agreement with Social Media Broadcasts (SMB) Limited wherein the Company will have the right to the sales and marketing of the Klarity Analytic Dashboard in Canada, the United States and the United Kingdom (including the Republic of Ireland) for an initial period of two years and for successive periods of one year each upon mutual agreement. Pursuant to the terms of the licensing agreement the Company shall pay to Social Media Broadcasts the following license fees:

 

(a)     an initial non-refundable fixed fee of US$300,000 payable in installments over 3 years;

 

(b)     an annual technical support fee of US$60,000; and

 

(c)     a 20% royalty payment on all sales of Klarity.

 

The Company’s social media tools and solutions will enable advertisers, publishers and agencies in the U.S. and U.K. markets to gather deep social intelligence, generate true engagement and simplify promotional management. The Company’s current offering as a result of the license agreement, Klarity, is a comprehensive and robust social analytics dashboard available. Klarity provides detailed comparative metrics from the widest range of social platforms, and provides the added uniqueness for Western marketers to gain insights into the social behavior of Asian consumers.

 

The Company’s CEO is also the CEO of Social Media Broadcasts (SMB) Limited.

As of September 30, 2014, no payments were made towards the agreement. 

 

NOTE 11.  SUBSEQUENT EVENTS

On October 3, 2014, the Company’s board of directors approved a forward stock split by way of a stock dividend.  In connection with the stock split, shareholders on record as of November 10, 2014, will receive two (2) shares of common stock for each one (1) share of common stock held on November 10, 2014. The pay-out date as approved by our board of directors and Financial Industry Regulatory Authority is November 10, 2014.  The additional shares will be distributed on or about November 13, 2014.

Upon completion of the stock split, the Company’s issued and outstanding shares will increase from 100,000,000 shares of common stock to 300,000,000 shares of common stock with a par value of $0.0001.

 

F-8


 

Item 2.           Management Discussion and Analysis of Financial Condition and Results of Operation

Forward Looking Statements

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "could", "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable laws, including the securities laws of the United States, we do not intend to update any of the forward-looking statements so as to conform these statements to actual results.

Our unaudited financial statements are stated in U.S. dollars and are prepared in accordance with generally accepted accounting principles in the United States. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report.

As used in this current report and unless otherwise indicated, the terms “we”, “us”, “our” and “our company” mean Media Analytics Corporation, a Florida corporation, unless otherwise indicated.

Corporate Overview

We were incorporated in the State of Florida on March 16, 2011 under the name FanSport, Inc. Our company's social media tools and solutions enable advertisers, publishers and agencies in the North American and United Kingdom (including the Republic of Ireland) markets to gather deep social intelligence, generate true engagement and simplify promotional management. Our company is the official reseller of Klarity for the U.S. and U.K. markets. Klarity provides detailed comparative metrics from the widest range of social platforms, and provides the added uniqueness for western marketers to gain insights into the social behavior of Asian consumers.

On January 31, 2013, our board of directors approved a 20 for 1 forward stock split of our issued and outstanding common stock. As disclosed in the Information Statement on Schedule 14C as filed with the SEC on February 12, 2013, on February 11, 2013, our majority shareholder consented to this action. In conjunction therewith, we filed Articles of Amendment to our Articles of Incorporation with the Secretary of State of Florida, which became effective on February 27, 2013. The forward split became effective with the Over-the-Counter Bulletin Board at the opening of trading on February 25, 2013.

On June 17, 2013, our board of directors and a majority of our stockholders approved a change of name of our company from FanSport, Inc. to Media Analytics Corporation. Articles of Amendment to Articles of Incorporation were filed with the Florida Secretary of State on August 28, 2013, with an effective date of September 3, 2013.

The name change was approved by the Financial Industry Regulatory Authority (FINRA) and became effective with the Over-the-Counter Bulletin Board at the opening of trading on September 3, 2013 under the symbol “MEDA”. Our CUSIP number is 584393102.

On June 28, 2013, Hiu Chung (Stephen) Wong, our sole director and officer, acquired a total 76,000,000 shares of our company’s common stock from Kristin Cleland, our company’s former director and officer, in a private transaction for an aggregate total cost of $300,000. In addition, as a condition of the acquisition, Ms. Cleland cancelled 103,100,000 shares. Mr. Wong’s 76,000,000 shares amounted to approximately 75% of our company’s then issued and outstanding common stock, after giving effect to the related share cancellation.

 

5


 

Our business and registered office is located at 800 W. El Camino Real, Suite 180, Mountain View, California, 94040, our telephone number is 650 903-2224.

Our Current Business

We plan to introduce the Klarity Analytical Dashboard to the North American and United Kingdom marketplaces, where we have the exclusive license and reselling agreement. This will allow users to have access to in depth insights into western and Asian social behavior. We are also looking to develop relationships with other analytical technology providers to provide an entire suite of marketing solutions to our clients.

We have no revenues, have achieved losses since inception, have no operations, have been issued a going concern opinion and rely upon the sale of our securities to fund operations.

On September 11, 2013, our company entered into a licensing agreement with Social Media Broadcasts (SMB) Limited wherein our company will have the right to the sales and marketing of the Klarity Analytic Dashboard in Canada, the United States and the United Kingdom (including the Republic of Ireland) for a period of two years. Pursuant to the terms of the licensing agreement our company was required to pay to Social Media the following license fees:

(a)     an initial non-refundable fixed fee of US$300,000;

 

(b)     an annual technical support fee of US$120,000; and

 

(c)     a 30% royalty payment on all sales of Klarity.

On September 17, 2013, our company and Social Media amended the terms of the licensing agreement with the following changes:

(a)     an initial non-refundable fixed fee of US$300,000, which has been negotiated to be payable in installments over a 3-year period against technical deliverables by Social Media to our company;

 

(b)     an annual technical support fee of US$60,000, which includes product customization, enhancements and upgrades, as well as client technical support and servicing; and

 

(c)     a 20% royalty payment on all sales of Klarity Analytic Dashboard.

Our company’s social media tools and solutions will enable advertisers, publishers and agencies in the North American and United Kingdom markets to gather deep social intelligence, generate true engagement and simplify promotional management. Having the license to the Klarity Analytic Dashboard, which is a comprehensive and robust social analytics dashboard, will enable us to deliver detailed comparative metrics from the widest range of social platforms, and will provide the added uniqueness for western marketers to gain insights into the social behavior of Asian consumers.

 

6


 

Results of Operations

The following summary of our results of operations should be read in conjunction with our unaudited interim financial statements for the three and six months ended September 30, 2014 and 2013.

Expenses

Our operating results for the three and six months ended September 30, 2014 and 2013 are summarized as follows:


Three Months Ended

September 30,

2014                                      2013

Six Months Ended

September 30,

2014                                        2013

Filing Fees

$

3,545

 

 

$

Nil

 

 

$

3,545

 

 

$

Nil

 

General and administrative expenses

$

12,306

 

 

$

50

 

 

$

12,316

 

 

$

94

 

Investor relations

$

2,750

 

 

$

Nil

 

 

$

3,144

 

 

$

Nil

 

License fees

$

15,123

 

 

$

3,288

 

 

$

30,082

 

 

$

3,288

 

Transfer agent fees

$

1,100

 

 

$

Nil

 

 

$

1,700

 

 

$

Nil

 

Professional fees

$

20,085

 

 

$

2,500

 

 

$

23,433

 

 

$

5,000

 

Net Loss

$

(54,909

)

 

$

(5,838

)

 

$

(74,220

)

 

$

(8,382

)

 

Total expenses for the three months ending September 30, 2014 were $54,909 resulting in a net loss for the period of $54,909 compared to a net loss of $5,838 for the three months ending September 30, 2013. The increase in expenses was due to increases in filing fees, general and administrative expenses, investor relations, license fees, transfer agent fees and professional fees. Total expenses for the six months ending September 30, 2014 were $74,220 resulting in a net loss for the period of $74,220 compared to a net loss of $8,382 for the six months ending September 30, 2013. The increase in expenses was due to increases in filing fees, general and administrative expenses, investor relations license fees, transfer agent fees and professional fees. Basic net loss per share amounted to $0.00 and $0.00, respectively, for the three and six months ending September 30, 2014.

Liquidity and Capital Resources

Working Capital

At

September 30,

2014

At

March 31,

2014

Current Assets

$

300,000

 

 

$

300,000

 

Current Liabilities

$

156,980

 

 

$

82,760

 

Working Capital

$

143,020

 

$

217,240

Cash Flows

 

Six Months

Ended

September 30,

2014

Six Months

Ended

September 30,

2013

 

Net Cash Provided by (Used in) Operating Activities

$

(74,220

)

 

$

(8,382

)

Net Cash Provided by Investing Activities

$

Nil

 

 

$

Nil

 

Net Cash Provided by Financing Activities

$

Nil

 

 

$

Nil

 

Net Increase (Decrease) in Cash During the Period

$

Nil

 

 

$

Nil

 

 
 
 

7


 

At September 30, 2014 we had working capital of $143,020 consisting of $300,000 of intangible assets and $156,980 in current liabilities as compared to working capital of $217,240 with $300,000 of intangible assets and $82,760 in current liabilities at March 31, 2014.

Net cash provided by operating activities for the six months ended September 30, 2014 was $Nil as compared to net cash provided by operating activities of $6 for the six months ended September 30, 2013. The decrease of cash provided by operating activities was due to a net loss of $74,220 offset by an increase of accounts payable and accrued liabilities of $53,962 and an amount due to a related party of $20,258.

Going Concern

Our financial statements for the six month period ended September 30, 2014 have been prepared on a going concern basis and contain an additional explanatory paragraph which identifies issues that raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.

We not generated revenues, have achieved losses since our inception, and rely upon the sale of our common stock and proceeds from shareholder loans to fund our operations. If we are unable to raise equity or secure alternative financing, we may not be able to continue our operations and our business plan may fail.

If our operations and cash flow improve, management believes that we can continue to operate. However, no assurance can be given that management's actions will result in profitable operations or an improvement in our liquidity situation. The threat of our ability to continue as a going concern will cease to exist only when our revenues have reached a level able to sustain our business operations.

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, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Critical Accounting Policies

Accounting Basis

These condensed interim financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America. Our company’s fiscal year end is March 31.

Cash and Cash Equivalents

Cash and cash equivalents are reported in the balance sheet at cost, which approximates fair value. For the purpose of the financial statements cash equivalents include all highly liquid investments with an original maturity of three months or less when purchased.

 

 

 

8


 

Earnings (Loss) per Share

Our company adopted FASB ASC 260, Earnings per Share. Basic earnings (loss) per share is calculated by dividing our company’s net income available to common shareholders by the weighted average number of common shares outstanding during the year. Diluted earnings (loss) per share is calculated by dividing our company’s net loss available to common shareholders by the diluted weighted average number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity. There were no diluted or potentially diluted shares outstanding for all periods presented.

Dividends

Our company has not adopted any policy regarding payment of dividends. No dividends have been paid during the periods shown, and none are contemplated in the near future.

Income Taxes

Our company adopted FASB ASC 740, Income Taxes, at its inception. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carryforwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. No deferred tax assets or liabilities were recognized as of September 30, 2014 or March 31, 2014, respectively.

Fair Value of Financial Investments

The fair value of cash and cash equivalents, accounts payable, accrued liabilities, and notes payable approximates the carrying amount of these financial instruments due to their short term maturity.

Advertising

Our company will expense advertising as incurred. Advertising expense charged to general and administrative expenses was $4,000 and zero in the six months ended September 30, 2014 and 2013, respectively.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 revenue and expenses during the reporting period. Actual results could differ from those estimates.

Revenue and Cost Recognition

Our company has no current source of revenue; therefore our company has not yet adopted any policy regarding the recognition of revenue or cost.

 

9


 

Related Parties

Related parties, which can be a corporation, individual, investor or another entity are considered to be related if the party has the ability, directly or indirectly, to control the other party or exercise significant influence over our company in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence. Our company has these relationships.

Intangible Assets

Our company reviews identifiable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Intangible assets are amortized using the straight-line method with useful lives as follows:

Description                                           Useful life

Licensing Agreement                          2 years

Our company has not yet begun to amortize the licensing agreement because the agreement has not been active.

Property

Our company does not own any real estate or other property. Our company’s office is located at STE 1802, 18th Floor, Chinachem Exchange Square, 1 Hoi Wan Street, Quarry Bay, K3 00000, Hong Kong. Our contact number is 852-3100-0566.

Recent Authoritative Accounting Pronouncements

In June 2014 Accounting Standards Update 2014-10 removed the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage.  The amendments are effective for annual reporting periods beginning after December 31, 2014 and interim reporting periods beginning after December 15, 2015, however entities are permitted to early adopt for any annual or interim reporting period for which the financial statements have yet to be issued.  Our company has elected to early adopt these amendments and accordingly have not labeled the financial statements as those of a development stage entity and have not presented inception-to-date information on the respective financial statements.

Item 3.           Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company, we are not required to provide the information required by this Item.

 

 

 

 

 

 

10


 

Item 4.           Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure.

As of the end of our quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our chief executive officer and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer) concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report.

Changes in Internal Control over Financial Reporting

During the period covered by this report, there were no changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1.           Legal Proceedings

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 1A.        Risk Factors

As a smaller reporting company, we are not required to provide the information required by this Item.

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.

 

 

 

 

11


 

Item 6.           Exhibits

Exhibit Number  

Description  

(3)

(i) Articles of Incorporation; (ii) By-laws  

3.1

Articles of Incorporation (incorporated by reference our Registration Statement on Form S-1 filed on May 27, 2011).

3.2

By-Laws (incorporated by reference our Registration Statement on Form S-1 filed on May 27, 2011).

3.3

Articles of Amendment (incorporated by reference to our Current Report on Form 8-K filed on February 14, 2013)

3.4

Articles of Amendment (incorporated by reference to our Current Report on Form 8-K filed on August 30, 2013)

(10)

Material Contracts

10.1

Licensing Agreement dated September 11, 2013 between our company and Social Media Broadcasts (SMB) Limited (incorporated by reference to our Current Report on Form 8-K filed on September 23, 2013)

10.2

Amendment to Licensing Agreement dated September 17, 2013 between our company and Social Media Broadcasts (SMB) Limited (incorporated by reference to our Amended Current Report on Form 8-K/A filed on November 6, 2013)

(14)

Code of Ethics  

14.1

Code of Ethics (incorporated by reference our Registration Statement on Form S-1 filed on May 27, 2011).

(31)

Rule 13a-14(a)/15d-14(a) Certifications  

31.1*

Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer

(32)

Section 1350 Certifications  

32.1*

Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer

101**

Interactive Data File  

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

 

*

Filed herewith.

**

Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.

 

 

 

 

 

 

 

12


 

SIGNATURES

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

 

MEDIA ANALYTICS CORPORATION

Date: November 14, 2014

/s/ Hiu Chung (Stephen) Wong

 

Hiu Chung (Stephen) Wong

 

President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director

 

(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

13