UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

  Washington, D.C. 20549 

 

FORM 10-Q

 

 

x QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

 ACT OF 1934

 

FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 2014

 

OR

 

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

 ACT OF 1934

 

Commission file number 333-150548

 

AFFINITY MEDIAWORKS CORP.

 (Exact name of registrant as specified in its charter)

 

Nevada	75-3265854
(state or other jurisdiction of incorporation or organization)	(I.R.S. Employer I.D. No.)

 

5460 Lake Road

Tully, New York 13159

(Address of principal executive offices)

 

(315) 727-5788

Issuer’s telephone number

 

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

 

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

Yes ( )       No  (X)

 

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

Yes ( )    No  (X)

 

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

 

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

Yes (X ) No ( )

 

 

 

Indicate by check mark 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 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 Exchange Act).  

Yes (X ) No ( )

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

As of the period ended in this report, October 31, 2014, the registrant had 94,568,770 shares of common stock outstanding.

 

As of the date of filing, December 15, 2014, the registrant had 94,568,770 shares of common stock outstanding.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TABLE OF CONTENTS	Page
PART I – FINANCIAL INFORMATION
Item 1.  Financial Statements
Balance Sheets as of October 31, 2014 (Unaudited) and January 31, 2014	4
Statements of Operations For the three months ended October 31, 2014 and October 31, 2013 (Unaudited) For the nine months ended October 31, 2014 and October 31, 2013 (Unaudited)	5
Statement of Changes in Stockholders' Deficit for the cumulative period from December 17, 2007 (Inception) to October 31, 2014 (Unaudited)	6
Statements of Cash Flows For the nine months ended October 31, 2014 and October 31, 2013 (Unaudited)	7
Notes the Financial Statements	8
Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.  Quantitative and Qualitative Disclosures About Market Risk	18
Item 4.  Controls and Procedures	19
PART II – OTHER INFORMATION
Item 1.  Legal Proceedings	21
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 3.  Defaults Upon Senior Securities	21
Item 4.  Mining Safety Disclosure	21
Item 5.  Other Information	21
Item 6.  Exhibits	22
SIGNATURES	23

 

 

 

 

 

 

 

 

 

PART I – FINANCIAL INFORMATION

 

AFFINITY MEDIAWORKS CORP.
(Formerly Green Bikes Rental Corporation)
(A Development Stage Company)
BALANCE SHEETS
(Unaudited)
		October 31,				January 31,
		2014				2014
ASSETS
Cash		$	3,100			$	—
Prepaid Expense			—				701
Total Assets		$	3,100			$	701
LIABILITIES & STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts Payable		$	18,172			$	6,500
Accounts Payable - Related Party			—				7,500
Accrued Expense			1,500				4,000
Interest Payable			—				254
Interest Payable - Related Party			1,290				69
Notes Payable			—				3,597
Notes Payable - Related Party			20,000				1,600
Total Liabilities			40,962				23,520
Stockholders' Equity (Deficit)
Preferred Stock, 9,980,000 shares Authorized; $0.00001 par value
0 shares Issued and Outstanding as of October 31, 2014 and January 31, 2014			—				—
Preferred Stock - Series A, 20,000 shares Authorized; $0.00001 par value
20,000 shares Issued and Outstanding as of October 31, 2014  and 0 shares Issued and Outstanding as of January 31, 2014			—				—
Common Stock, 500,000,000 shares Authorized; $0.00001 par value
94,568,770 shares Issued and Outstanding as of October 31, 2014 and 173,885 shares Issued and Outstanding as of January 31, 2014			946				2
Additional Paid-In Capital			4,472,256				4,377,300
Deficit Accumulated During the Development Stage			(4,511,064	)			(4,400,121	)
Total Stockholders' Equity (Deficit)			(37,862	)			(22,819	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)		$	3,100			$	701

 

The accompanying notes are an integral part of these unaudited financial statements.

 

 

 

AFFINITY MEDIAWORKS CORP.
(Formerly Green Bikes Rental Corporation)
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
		For the Three Months Ended								For the Nine Months Ended
		October 31,								October 31,
		2014				2013				2014				2013
Revenues:		$	—			$	—			$	—			$	—
Operating Expenses:
Consulting services			750				750				2,250				2,250
General and Administrative			1,692				1,597				6,953				3,317
Rent			750				750				2,250				2,250
Legal and Accounting			4,545				2,500				30,045				8,000
Total Operating Expenses			7,737				5,597				41,498				15,817
Operating Loss			(7,737	)			(5,597	)			(41,498	)			(15,817	)
Other Income (Expense):
Interest Expense			(1,410	)			(127	)			(2,897	)			(897	)
Loss on Debt Conversion - Related Party			(66,548	)			—				(66,548	)			(1,693,902	)
Net Loss		$	(75,695	)		$	(5,724	)		$	(110,943	)		$	(1,710,616	)
Basic & Diluted Loss per Common Share		$	(0.00	)		$	(0.03	)		$	(0.00	)		$	(12.76	)
Weighted Average Common Shares
Outstanding			91,128,996				173,853				61,897,947				134,040

 

 

 

The accompanying notes are an integral part of these unaudited financial statements.

 

 

AFFINITY MEDIAWORKS CORP.
(Formerly Green Bikes Rental Corporation)
(A Development Stage Company)
Statement of Changes in Stockholders' Deficit
For the Period from December 17, 2007 (Inception) Through October 31, 2014
(Unaudited)
														Deficit
														Accumulated
										Additional				Since		Total
		Common Stock				Preferred Stock-Series A				Paid in		Stock		Development		Stockholders'
		Shares		Par Value		Shares		Par Value		Capital		Payable		Stage		Deficiency
Inception December 17, 2007		-		$              -		-		$                   -		$                     -		$                     -		$                         -		$                      -
Issuance of founder's shares		129,060		2		-		-		(2)		-		-		-
Donated services		-		-		-		-		500		-		-		500
Net loss		-		-		-		-		-		-		(905)		(905)
Balances at January 31, 2008		129,060		2		-		-		498		-		(905)		(405)
Issuance of founder's shares		13,117		-		-		-		50,830		-		-		50,830
Donated services		-		-		-		-		6,000		-		-		6,000
Imputed interest in shareholder advances		-		-		-		-		272		-		-		272
Shares of common stock returned		(77,419)		(1)		-		-		1		-		-		-
Net loss		-		-		-		-		-		-		(48,093)		(48,093)
Balances at January 31, 2009		64,758		1		-		-		57,601		-		(48,998)		8,604
Donated services		-		-		-		-		6,000		-		-		6,000
Imputed interest in shareholder advances		-		-		-		-		272		-		-		272
Net loss		-		-		-		-		-				(83,169)		(83,169)
Balances at January 31, 2010		64,758		1		-		-		63,873		-		(132,167)		(68,293)
Donated services		-		-		-		-		10,651		-		-		10,651
Common stock issued for services		246		-		-		-		26,596		-		-		26,596
Common stock payable for note receivable		-		-		-		-		-		608,400		-		608,400
Net loss		-		-		-		-		-		-		(772,728)		(772,728)
Balances at January 31, 2011		65,004		1		-		-		101,120		608,400		(904,895)		(195,374)
Donated services		-		-		-		-		6,000		-		-		6,000
Donated management fees		-		-		-		-		240,000		-		-		240,000
Donated related party accounts payable		-		-		-		-		4,271						4,271
Donated review fees		-		-		-		-		8,350		-		-		8,350
Net loss		-		-		-		-		-		-		(76,280)		(76,280)
Balances at January 31, 2012		65,004		1		-		-		359,741		608,400		(981,175)		(13,033)
Donated services		-		-		-		-		6,000		-		-		6,000
Donated related party accounts payable		-		-		-		-		7,160		-		-		7,160
Common stock issued for services		30,970		-		-		-		1,680,000		-		-		1,680,000
Common stock issued for stock payable		4,362		-		-		-		608,400		(608,400)		-		-
Net loss		-		-		-		-		-				(1,697,335)		(1,697,335)
Balances at January 31, 2013		100,336		1		-		-		2,661,301		-		(2,678,510)		(17,208)
Donated services		-		-		-		-		6,000		-		-		6,000
Common stock issued for conversion of debt		73,549		1		-		-		1,709,999		-		-		1,710,000
Net loss		-		-		-		-		-		-		(1,721,611)		(1,721,611)
Balances at January 31, 2014		173,885		2		-		-		4,377,300		-		(4,400,121)		(22,819)
Donated services		-		-		-		-		4,500		-		-		4,500
Issuance of founders shares		69,531,000		695		-		-		(695)		-		-		-
Common stock issued for beneficial round-up		198		-		-		-		-		-		-		-
Common stock payable		-		-		-		-		-		5,400		-		5,400
Common stock issued for stock payable		27,000,000		270		-		-		5,130		(5,400)		-		-
Preferred stock issued for conversion of debt		-		-		20,000		-		86,000		-		-		86,000
Common stock returned to treasury		(2,136,313)		(21)		-		-		21		-		-		-
												-
Net loss		-		-		-		-		-		-		(110,943)		(110,943)
Balances at October 31, 2014		94,568,770		$           946		20,000		$                   -		$        4,472,256		$                     -		$          (4,511,064)		$            (37,862)

 

 

The accompanying notes are an integral part of these unaudited financial statements.

 

 

AFFINITY MEDIAWORKS CORP.
(Formerly Green Bikes Rental Corporation)
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
		For the Nine Months Ended
		October 31,
		2014				2013
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Loss		$	(110,943	)		$	(1,710,616	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Donated Consulting Services and Rent			4,500				4,500
Loss on Debt Conversion - Related party			66,548				1,693,902
Changes in operating assets and liabilities:
Accounts Payable			4				3,094
Accounts Payable - Related party			6,702				3,153
Accrued Expenses			(2,500	)			(5,000	)
Prepaid Expense			701				(1,000	)
Net Cash (used in) Provided by Operating Activities			(34,988	)			(11,967	)
CASH FLOWS FROM FINANCING
Proceeds from Sale of Common Stock			5,400				—
Borrowings on Debt			—				3,597
Borrowings on Debt - Related Party			32,688				8,370
Net Cash (used in) Provided by Financing Activities			38,088				11,967
Net (Decrease) Increase in Cash			3,100				—
Cash at Beginning of Period			—				—
Cash at End of Period		$	3,100			$	—
Supplemental Disclosures:
Interest paid		$	—			$	—
Income taxes paid		$	—			$	—
Non Cash Disclosures:
Debt Purchase of Notes and Interest by Related Party		$	3,961			$	—
Stock Issued in Conversion of Debt to Related Party		$	19,452			$	16,098
Stock Issued in Exchange for Stock Payable		$	5,400			$	—
Stock Issued as Founders Shares		$	695			$	—
Stock Returned to Treasury		$	21			$	—

 

 

The accompanying notes are an integral part of these unaudited financial statements.

 

  

  

AFFINITY MEDIAWORKS CORP.

(Formerly Green Bikes Rental Corporation)

 (A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)

 

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Green Bikes Rental Corporation was incorporated on December 17, 2007, under the laws of the State of Nevada, as a development stage company.

 

On January 7, 2010, the Company amended its Articles of Incorporation to change the name of Green Bikes Rental Corporation to Affinity Mediaworks Corp., to increase the authorized share capital of the Company to 200,000,000 and to affect a 20 for 1 forward-split of the Company’s issued and outstanding common shares.

 

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

 

On August 20, 2012 the Company filed a Certificate of Amendment with the State of Nevada and reclassified the capital stock as 190,000,000 common stock with a par value of $0.00001 and 10,000,000 blank check preferred stock with a par value of $0.00001.

 

On January 24, 2014 the Company recorded minutes on a proposed a 1 for 775 reverse stock split. As of the date of this filing the common stock issued and outstanding has been adjusted retroactively back to inception to reflect this change.

 

On July 8, 2014 the Company filed a Certificate of Amendment with the State of Nevada to increase the number of authorized capital stock to 510,000,000. The number of authorized shares common stock increased to 500,000,000 with a par value of $0.00001 and the number of authorized blank check preferred remained the same at 10,000,000 with a par value of $0.00001.

 

On July 11, 2014, the Company filed an Amendment to Certificate of Designation with the State of Nevada to amend the designation of the blank check preferred stock to include 20,000 authorized shares of preferred stock - series A.

 

 

BASIS OF PRESENTATION

 

The Company follows accounting principles generally accepted in the United States of America.  In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein.

 

REVENUE RECOGNITION

 

Revenue is recognized when it is realized or realizable and earned.  Affinity considers revenue realized or realizable and earned when persuasive evidence of an arrangement exists, services have been provided, and collectability is reasonably assured. Revenue that is billed in advance such as recurring weekly or monthly services are initially deferred and recognized as revenue over the period the services are provided.

 

USE OF ESTIMATES

 

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

 

 

 

 

 

CASH AND CASH EQUIVALENTS

 

For purposes of the statement of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.  As of October 31, 2014 and January 31, 2014 there were no cash equivalents.

 

DEVELOPMENT STAGE COMPANY

 

The Company complies with FASB pronouncements for its characterization of the Company as development stage.

 

FAIR VALUE MEASUREMENTS

 

The Company adopted FASB ASC Topic 820, “Fair Value Measurement and Disclosure,” at inception. ASC Topic 820 defines fair value, establishes a framework for measuring fair value, and expands disclosure of fair value measurements. FASB ASC Topic 820 applies under other accounting pronouncements that require or permit fair value measurements and accordingly, does not require any new fair value measurements. FASB ASC Topic 820 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, FASB ASC Topic 820 established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows.

 

·	Level 1. Observable inputs such as quoted market prices in active markets.
·	Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly, and
·	Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to  develop its own assumptions.

 

The FASB’s ASC Topic 825, “Financial Instruments”, became effective for the Company on January 1, 2008. FASB ASC Topic 825 establishes a fair value option that permits entities to choose to measure eligible financial instruments and certain other items at fair value at specified election dates. A business entity shall report unrealized gains and losses on items for which the fair value options have been elected in earnings at each subsequent reporting date. For the period ended October 31, 2014, there were no applicable items on which the fair value option was elected.

 

BASIC AND DILUTED NET LOSS PER COMMON SHARE

 

Basic and diluted net loss per share calculations are calculated on the basis of the weighted average number of common shares outstanding during the year.  The per share amounts include the dilutive effect of common stock equivalents in years with net income.  Basic and diluted loss per share is the same due to the anti dilutive nature of potential common stock equivalents.

 

RECENT ACCOUNTING PRONOUNCEMENTS

 

In June 2014, FASB issued and the Company adopted Accounting Standards Update (ASU) No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. The amendments in this ASU remove all incremental financial reporting requirements from U.S. GAAP for development stage entities, including the removal of Topic 915, Development Stage Entities, from the FASB Accounting Standards Codificatio®. A development stage entity is one that devotes substantially all of its efforts to establishing a new business and for which: (a) planned principal operations have not commenced; or (b) planned principal operations have commenced, but have produced no significant revenue. For example, many start-ups or even long-lived organizations that have not yet begun their principal operations or do not have significant revenue would be identified as development stage entities.  For public business entities, the presentation and disclosure requirements in Topic 915 will no longer be required for the first annual period beginning after December 15, 2014. The revised consolidation standards are effective one year later, in annual periods beginning after December 15, 2015. Early adoption is permitted.

 

 

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

 

-

Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period; and

-

Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense.

 

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

 

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

 

In October 2012, the FASB issued Accounting Standards Update ASU 2012-04, “Technical Corrections and Improvements” in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on our financial position or results of operations.

 

In August 2012, the FASB issued ASU 2012-03, “Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)” in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations.

 

In July 2012, the FASB issued ASU 2012-02, “Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment” in Accounting Standards Update No. 2012-02. This update amends ASU 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles - Goodwill and Other - General Intangibles Other than Goodwill. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity’s financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. The adoption of ASU 2012-02 has not had a material impact on our financial position or results of operations.

 

NOTE 2 - GOING CONCERN

 

Affinity’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business for the foreseeable future. Since inception, the Company has accumulated losses aggregating $(4,511,064) as of October 31, 2014 and has insufficient working capital to meet operating needs for the next twelve months, all of which raise substantial doubt about Affinity’s ability to continue as a going concern.

 

 

NOTE 3 - RELATED PARTY TRANSACTIONS

 

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

In 2013, Affinity Mediaworks had incurred liabilities to Cortland Communications, LLC in the amount of $8,202. Mark Gleason is the President of both Affinity Mediaworks Corp. and Cortland Communications, LLC, a majority shareholder in Affinity Mediaworks Corp. The promissory notes bear simple interest at 15% per annum. On July 12, 2013, in exchange for notes payable and accrued interest of $16,098 as of that date, 73,549 shares of common stock were issued to Cortland Communications, LLC. The stock was valued based on fair market closing price on the date of the grant. The Company had a loss on debt conversion of $1,693,902 related to this stock transaction. In 2013 and 2014, Affinity Mediaworks incurred new liabilities to Cortland Communications, LLC in the amount of $13,925. The promissory notes bear simple interest at 15% per annum. On April 15, 2014 a Debt Purchase Agreement was signed with a third party and Cortland Communications, LLC assumed the debt in the amount of $3,961 in a promissory note bearing simple interest at 15% per annum. On October 28, 2014, 20,000 shares of preferred stock were issued for a conversion of debt in the amount of $19,452 held in promissory notes and accrued interest by Cortland Communications, LLC. As of October 31, 2014, Affinity Mediaworks Corp. currently owes $0 in principal and interest on these notes.

 

During the nine months ended October 31, 2014 the Company recognized a total of $4,500 for donated rent and services provided by the President and Director of the Company.

During the nine months ended October 31, 2014, Affinity Mediaworks incurred new liabilities to Data Capital Corp. in the amount of $20,000. The promissory note bear simple interest at 15% per annum. As of October 31, 2014, Affinity Mediaworks Corp. currently owes $20,000 in principal on these notes, with interest accrued of $1,290.

 

On October 28, 2014, the Company issued 20,000 shares of preferred stock – series A with a fair value of $86,000 to Cortland Communications LLC, in exchange for the conversion of related party debt. The Company recorded $19,452 in debt converted held in interest and notes and $66,548 as a loss on the conversion of related party debt.

 

As of October 31, 2014, all activities of Affinity Mediaworks Corp. have been conducted by corporate officers from either their homes or business offices. Currently, there are no outstanding debts owed by Affinity Mediaworks Corp. for the use of these facilities and there are no commitments for future use of the facilities.

 

NOTE 4 – ACCOUNTS PAYABLE

 

The majority of the accounts payable balance is a liability to Lyboldt-Daly, Inc. in the amount of $11,000. Lyboldt-Daly completed bookkeeping and internal accounting for Affinity Mediaworks Corp. As of October 31, 2014, Affinity Mediaworks Corp. owes Lyboldt-Daly, Inc. the total amount of $11,000. This amount is non-interest bearing and is not secured in a note.

 

NOTE 5 – ACCOUNTS PAYABLE FORGIVENESS

 

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

 

In the year ended January 31, 2013, $4,882 in accounts was forgiven by non-related parties. The Company recorded a net gain of $4,882 from the debt forgiven in accounts payable by non-related parties.

 

NOTE 6 - COMMON STOCK

 

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

 

On January 7, 2009, the Company filed an Amendment for 200,000,000 shares to be authorized as Common Stock, with the par value of $0.00001.

 

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

 

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

 

As of January 31, 2011, 246 shares were issued for services for services valued at $26,596 using the closing price of the stock on the date of grant.

On July 23, 2012 there was a change of control and 51,613 shares were transferred from Yulia Nesterchuk to Cortland Communications, LLC. Mark Gleason is an officer of both Affinity Mediaworks Corp. and Cortland Communications, LLC. As of the current date of this filing Cortland Communications, LLC is not a majority shareholder in Affinity Mediaworks Corp.

 

On July 25, 2012 the company recorded a stock payable for consulting services valued at $1,680,000 using the closing price of the stock on the date of the grant. A Stock Purchase was signed during the change of control that stated that at the Closing, the Buyer shall issue on behalf of the Company 30,970 shares in three shares certificates and this was recorded as a Stock Payable.

 

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

 

Robert Thast 9,033

Phillip Brooks 9,033

Yuriy Nesterchuck 12,904

 

On August 20, 2012 the Company filed a Certificate of Amendment with the State of Nevada and reclassified the capital stock as 190,000,000 common stock with a par value of $0.00001 and 10,000,000 blank check preferred stock with a par value of $0.00001.

 

On August 23, 2012, in exchange for the stock payable of $608,400, 4,362 shares of common stock were issued.

 

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

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

 

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

 

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

 

On April 1, 2014, 69,531,000 founders shares of common stock were issued for consulting services. The stock was valued at $695 based on par value for the issuance for founders shares on the date of the grant.

 

Fortitude Group, Inc. 9,250,000

Calypso Ventures, LLC 6,250,000

Friction and Heat, LLC 6,250,000

Procap Funding, Inc. 6,250,000

Rochester Equities of NY, Inc. 6,700,000

Data Capital Corp. 6,700,000

Bengal Holdings, Inc. 6,250,000

Gabon Investments, Inc. 6,250,000

Carson Holdings, LLC 6,700,000

Libra6 Management Corp. 6,481,000

Gemini Group Global Corp. 2,000,000

 

 

 

 

During the nine months ended October 31, 2014, the Company issued 198 shares of common stock due to a beneficial roundup and recalculation of the previous reverse split.

 

On July 8, 2014 the Company filed a Certificate of Amendment with the State of Nevada to increase the number of authorized capital stock to 510,000,000. The number of authorized shares common stock increased to 500,000,000 with a par value of $0.00001 and the number of authorized blank check preferred remained the same at 10,000,000 with a par value of $0.00001.

 

On July 25, 2014 the company recorded a stock payable of 9,000,000 shares of common stock, in exchange for received payment of $1,800.

 

On August 19, 2014, 9,000,000 shares of common stock were issued at $0.002/ per share, in exchange for a stock payable of $1,800 recorded on July 25, 2014.

 

On August 19, 2014, 18,000,000 shares of common stock were issued at $0.002/ per share, in exchange for a stock payable of $3,600 recorded on August 14, 2014.

 

On October 2, 2014, 2,136,313 shares of common stock that were previously issued by the Company through a Consulting Agreement and transferred to a third party, were subsequently canceled and returned to the Treasury.

 

As of October 31, 2014, Affinity Mediaworks Corp. has a 500,000,000 shares of common stock authorized at $0.00001 par value per share and 94,568,770 shares of common stock issued and outstanding.

 

NOTE 7 - PREFERRED STOCK – SERIES A

 

On July 11, 2014, the Company filed an Amendment to Certificate of Designation with the State of Nevada to amend the designation of the blank check preferred stock to include 20,000 authorized shares of preferred stock – series A, with each share entitling the holder to 25,000 votes on all matters submitted to a vote of the stockholders.

 

On October 28, 2014, the Company issued 20,000 shares of preferred stock – series A with a fair value of $86,000 to Cortland Communications LLC, in exchange for the conversion of related party debt. The Company recorded $19,452 in debt converted held in interest and notes and $66,548 as a loss on the conversion of related party debt.

 

As of October 31, 2014, Affinity Mediaworks Corp. has a 20,000 shares of preferred stock – series A issued and outstanding.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

 

FORWARD LOOKING STATEMENTS

 

This Form 10-Q contains forward-looking statements (rather than historical facts) that involve risks and uncertainties. You can identify these statements by the use of forward-looking words such as “may,” “will,” “expect,” “anticipate,” “estimate,” “continue” or other similar words. Such forward-looking statements discuss our current expectations of future results of operations or financial condition. However, there may be events in the future that we are unable to accurately predict or control and there may be risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements, which could have a material adverse effect on our business, operating results and financial condition. The forward-looking statements included herein are only made as of the date of the filing of this Form 10-Q, and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

 

BASIS OF PRESENTATION

 

The unaudited financial statements of Affinity Mediaworks Corp., a Nevada corporation (“Affinity,” the “Company,” “our” or “we”), should be read in conjunction with the notes thereto. In the opinion of management, the unaudited financial statements presented herein reflect all adjustments (consisting only of normal recurring adjustments) necessary for fair presentation.  Interim results are not necessarily indicative of results to be expected for the entire year.

 

We prepare our financial statements in accordance with U.S. generally accepted accounting principals, which require that management make estimates and assumptions that affect reported amounts.  Actual results could differ from these estimates.

 

BUSINESS PLAN OF OPERATION

 

Green Bikes Rental Corporation was incorporated on December 17, 2007, under the laws of the State of Nevada, as a development stage company. On January 7, 2010, the Company amended its Articles of Incorporation to change the name of Green Bikes Rental Corporation to Affinity Mediaworks Corp. We are a start-up corporation and have not yet generated or realized any revenues from our business operations.

 

Our auditors have issued a going concern opinion.  This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills.  This is because we have not generated any revenues and no revenues are anticipated until we begin our operations.  As of October 31, 2014 we had cash of $2,062.  Our current cash holdings will not satisfy our liquidity requirements and we will require additional financing to pursue our planned business activities

 

Our current principal business activity is to seek a suitable candidate to consummate an acquisition, merger or other suitable business combination method. More specifically, we are seeking the consummation of a merger, acquisition or other business combination transaction with a privately owned entity seeking to become a publicly owned entity. As a “reporting company,” we may be more attractive to a private target because our common stock is eligible to be quoted on the OTC Bulletin Board. However, there is no assurance that we will be quoted on the OTC Bulletin Board.

 

It is the intent of management and our significant stockholder, Cortland Communications LLC to provide sufficient working capital necessary to support and preserve the integrity of the corporate entity.  However, there is no legal obligation for either management or our significant stockholder, Cortland Communications LLC to provide additional future funding. Should this pledge fail to provide financing, we have not identified any alternative sources of funding, there will be substantial doubt about our ability to continue as a going concern.

     

Our need for capital may change dramatically because of any business acquisition or combination transaction.  There can be no assurance that we will identify any such business, product, technology or company suitable for acquisition in the future.  Further, there can be no assurance that we will be successful in consummating any acquisition on favorable terms or that we will be able to profitably manage the business, product, technology or company we acquire.

 

As a "reporting company," we may be more attractive to a private acquisition target because our common stock is eligible to be quoted on the OTC Bulletin Board although there is no assurance it will be quoted. As a result of filing this registration statement, we will be obligated to file with the Securities and Exchange Commission (the "Commission") certain periodic reports, including an annual report containing audited financial statements. We anticipate that we will continue to file such reports as required under the Exchange Act.

 

On April 30, 2008, we filed a Registration Statement on Form 10SB , or the “Registration Statement”, with the Securities and Exchange Commission, or the SEC,  to register our common stock under Section 12(g) of the Securities Exchange Act of 1934, as amended, or the Exchange Act. The Registration Statement went effective on May 12, 2008, or the Effective Date.  Since the Effective Date of the Registration Statement, we have become a reporting company under the Securities Exchange Act and are responsible for preparing and filing periodic and current reports under the Exchange Act with the SEC.

 

Any person or entity may read and copy our reports with the Securities and Exchange Commission at the SEC's Public Reference Room at 100 F Street N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Room by calling the SEC toll free at 1-800-SEC-0330. The SEC also maintains an Internet site at http://www.sec.gov where reports, proxies and informational statements on public companies may be viewed by the public.

 

EMPLOYEES

 

The company does not have any employees.  As of the date of this filing, Mark T. Gleason is our President, Secretary, Chief Executive Officer, and Chief Financial Officer and does not have an have employment agreement.

 

LIMITED OPERATION HISTORY, NEED FOR ADDITIONAL CAPITAL

 

There is no historical financial information about us upon which to base an evaluation of our performance.  We are in development stage operations and have not yet generated any revenues.  We cannot guarantee we will be successful in our business operations.  Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns.

 

We have no assurance that future financing will be available to us on acceptable terms.  If financing is not available to us on satisfactory terms, we may be unable to continue, develop or expand our operations.  Equity financing could result in additional dilution to our existing shareholders.

 

GOING CONCERN QUALIFICATION

 

Several conditions and events cast substantial doubt about the Company’s ability to continue as a going concern.  The Company has incurred net losses of approximately $(4,511,064) for the period from December 17, 2007 (inception) to October 31, 2014, has limited revenues and requires additional financing in order to finance its business activities on an ongoing basis.  The Company’s future capital requirements will depend on numerous factors including, but not limited to, continued progress in finding a merger candidate and the pursuit of business opportunities. The Company is actively pursuing alternative financing and has had discussions with various third parties, although no firm commitments have been obtained.  In the interim, shareholders of the Company have committed to meeting its minimal operating expenses.  Management believes that actions presently being taken to revise the Company’s operating and financial requirements provide them with the opportunity to continue as a going concern. At January 31, 2014, we had $0 cash on hand and a deficit accumulated during the development stage of $(4,400,121). At October 31, 2014, we had $3,100 cash on hand and a deficit accumulated during the development stage of $(4,511,064). See “Liquidity and Capital Resources.”

 

CRITICAL ACCOUNTING POLICIES & ESTIMATES

 

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make judgments, assumptions and estimates that affect the amounts reported in our consolidated financial statements and accompanying notes. We base our estimates and judgments on historical experience and on various other assumptions that we believe are reasonable under the circumstances. However, future events are subject to change, and the best estimates and judgments routinely require adjustment. The amounts of assets and liabilities reported in our balance sheet, and the amounts of revenues and expenses reported for each of our fiscal periods, are affected by estimates and assumptions which are used for, but not limited to, the accounting for allowance for doubtful accounts, goodwill and intangible asset impairments, restructurings, inventory and income taxes. Actual results could differ from these estimates. The following critical accounting policies are significantly affected by judgments, assumptions and estimates used in the preparation of our consolidated financial statements. 

 

 

Off-Balance Sheet Arrangements

 

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

 

Inflation

 

The amounts presented in the financial statements do not provide for the effect of inflation on our operations or financial position.  The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.

 

LIQUIDITY AND CAPITAL RESOURCES

 

It is the belief of management that sufficient working capital necessary to support and preserve the integrity of the corporate entity will be present. However, there is no legal obligation for either management or significant stockholders to provide additional future funding.  Should this pledge fail to provide financing, we have not identified any alternative sources. Consequently, there is substantial doubt about our ability to continue as a going concern.

     

We have no current plans, proposals, arrangements or understandings with respect to the sale or issuance of additional securities prior to the location of a merger or acquisition candidate.  Accordingly, there can be no assurance that sufficient funds will be available to us to allow us to cover the expenses related to such activities.

 

Our need for capital may change dramatically because of any business acquisition or combination transaction.  There can be no assurance that we will identify any such business, product, technology or company suitable for acquisition in the future.  Further, there can be no assurance that we will be successful in consummating any acquisition on favorable terms or that we will be able to profitably manage the business, product, technology or company we acquire.

     

Regardless of whether our cash assets prove to be inadequate to meet our operational needs, we might seek to compensate providers of services by issuances of stock in lieu of cash.

At January 31, 2014, we had $0 cash on hand and a deficit accumulated during the development stage of $(4,400,121). At October 31, 2014, we had $3,100 cash on hand and a deficit accumulated during the development stage of $(4,511,064). Our primary source of liquidity for the current quarter has been donated capital and loans from shareholders.

In 2013, Affinity Mediaworks had incurred liabilities to Cortland Communications, LLC in the amount of $8,202. Mark Gleason is the President of both Affinity Mediaworks Corp. and Cortland Communications, LLC. The promissory notes bear simple interest at 15% per annum. On July 12, 2013, in exchange for notes payable and accrued interest of $16,098 as of that date, 73,549 shares of common stock were issued to Cortland Communications, LLC. The stock was valued based on fair market closing price on the date of the grant. The Company had a loss on debt conversion of $1,693,902 related to this stock transaction. In 2013 and 2014, Affinity Mediaworks incurred new liabilities to Cortland Communications, LLC in the amount of $13,925. The promissory notes bear simple interest at 15% per annum. On April 15, 2014 a Debt Purchase Agreement was signed with a third party and Cortland Communications, LLC assumed the debt in the amount of $3,961 in a promissory note bearing simple interest at 15% per annum. On October 28, 2014, 20,000 shares of preferred stock were issued for a conversion of debt in the amount of $19,452 held in promissory notes and accrued interest by Cortland Communications, LLC. As of October 31, 2014, Affinity Mediaworks Corp. currently owes $0 in principal and interest on these notes.

In 2014, Affinity Mediaworks incurred new liabilities to Data Capital Corp. in the amount of $20,000. The promissory note bear simple interest at 15% per annum. As of October 31, 2014, Affinity Mediaworks Corp. currently owes $20,000 in principal on these notes, with interest accrued of $51,290.

 

 

Net cash used in operating activities was $34,998 during the nine months ended October 31, 2014.

 

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

 

Net cash provided by financing activities was $38,008 during the nine months ended October 31, 2014.

 

To date, we have had no revenue and we require additional financing in order to finance our business activities on an ongoing basis.  Our future capital requirements will depend on numerous factors including, but not limited to, continued progress in finding a merger candidate and the pursuit of business opportunities. We are actively pursuing alternative financing and have had discussions with various third parties, although no firm commitments have been obtained to date.  In the interim, shareholders of the Company have committed to meet our minimal operating expenses.  We believe that actions presently being taken to revise our operating and financial requirements provide them with the opportunity to continue as a “going concern,” although no assurances can be given.

 

NET LOSS FROM OPERATIONS

 

The Company had a net loss of $(4,511,064) for the period from December 17, 2007 (inception) through October 31, 2014. The company had net loss of $(110,943) for the nine months ended October 31, 2014 as compared to a net loss of $(1,710,616) for the nine months ended October 31, 2013.

 

CASH FLOW

 

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

 

WORKING CAPITAL

 

As of January 31, 2014 the Company had total current assets of $701 and total liabilities of $23,520, which resulted in a working capital deficit of $(22,819). As of October 31, 2014, the Company had total current assets of $3,100 and total current liabilities of $40,962 resulting in a working capital deficit of $(37,862).

 

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED OCTOBER 31, 2014 COMPARED TO THE THREE MONTHS ENDED OCTOBER 31, 2013

 

LACK OF REVENUES

 

We are a development stage company with limited operations since our inception on December 17, 2007 to October 31, 2014.  We have not generated any revenues.  As of October 31, 2014, we have an accumulated deficit of $(4,511,064). At this time, our ability to generate any significant revenues continues to be uncertain.  Our financial statements contain an additional explanatory paragraph in Note 2, which identifies issues that raise substantial doubt about our ability to continue as a going concern.  Our financial statements do not include any adjustment that might result from the outcome of this uncertainty.  

 

NET LOSS

 

We incurred a net loss of $(75,695) for the three months ended October 31, 2014, compared to a net loss of $(5,724) for three months ended October 31, 2013.  From inception on December 17, 2007 to October 31, 2014, we have incurred a net loss of $(4,511,064). Our basic and diluted loss per share was $(0.00) for the three months ended October 31, 2014, and $(0.03) for the three months ended July 31, 2013. 

 

OPERATION AND ADMINISTRATIVE EXPENSES

 

Our total operating expenses increased to $7,737 for the three months ended October 31, 2014, compared to $5,597 for the same period in 2013. This increase in expenses is mostly due to accounting and legal expenses in 2014. 

 

Our consulting remained unchanged at $750 for the three months ended October 31, 2014, compared to the same period in 2013. 

 

Our rent expense remained unchanged at $750 for the three months ended October 31, 2014, compared to the same period in 2013. 

 

Our general and administrative expenses consist of bank charges, travel, meals and entertainment, office maintenance, communication expenses, courier, postage costs, office supplies.  Our general and administrative expenses increased to $1,692 for the three months ended October 31, 2014, compared to $1,597 for the same period in 2013. Our legal and accounting fees increased to $4,545 for the three months ended October 31, 2014, compared to $2,500 for the same period in 2013.

 

RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED OCTOBER 31, 2014 COMPARED TO THE NINE MONTHS ENDED JULY 31, 2013

 

LACK OF REVENUES

 

We are a development stage company with limited operations since our inception on December 17, 2007 to October 31, 2014.  We have not generated any revenues.  As of October 31, 2014, we have an accumulated deficit of $(4,511,064). At this time, our ability to generate any significant revenues continues to be uncertain.  Our financial statements contain an additional explanatory paragraph in Note 2, which identifies issues that raise substantial doubt about our ability to continue as a going concern.  Our financial statements do not include any adjustment that might result from the outcome of this uncertainty.

 

NET LOSS

 

We incurred a net loss of $(110,943) for the nine months ended October 31, 2014, compared to a net loss of $(1,710,616) for nine months ended October 31, 2013.  From inception on December 17, 2007 to October 31, 2014, we have incurred a net loss of $(4,511,064). Our basic and diluted loss per share was $(0.00) for the nine months ended October 31, 2014, and $(12.76) for the nine months ended October 31, 2013. 

 

OPERATION AND ADMINISTRATIVE EXPENSES

 

Our total operating expenses increased to $41,498 for the nine months ended October 31, 2014, compared to $15,817 for the same period in 2013. This increase in expenses is mostly due to accounting and legal expenses in 2014. 

 

Our consulting remained unchanged at $2,250 for the nine months ended October 31, 2014, compared to the same period in 2013.

 

Our rent expense remained unchanged at $2,250 for the nine months ended October 31, 2014, compared to the same period in 2013.

 

Our general and administrative expenses consist of bank charges, travel, meals and entertainment, office maintenance, communication expenses, courier, postage costs, office supplies.  Our general and administrative expenses increased to $6,953 for the nine months ended October 31, 2014, compared to $3,317 for the same period in 2013. Our legal and accounting fees increased to $30,045 for the nine months ended October 31, 2014, compared to $8,000 for the same period in 2013

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

 

 

ITEM 4.     CONTROLS AND PROCEDURES 

 

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

 

For purposes of this Item 4., the term disclosure controls and procedures means controls and other procedures of the Company (i) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (15 U.S.C. 78a et seq. and hereinafter the “Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “Commission”), and (ii) include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our disclosure controls and procedures do not yet comply with the requirements in (i) and (ii) above and are not effective.  

 

On October 31, 2014, Mark T. Gleason, our Chief Executive Officer and Chief Financial Officer as of the date of this filing, reviewed the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) as of the end of the period covered by this report and has concluded that (i) the Company’s disclosure controls and procedures are not effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Commission due to a material weakness identified, and that (ii) the Company’s controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.  

 

The material weakness identified relates to the lack of proper segregation of duties. The Company believes that the lack of proper segregation of duties is due to the Company’s limited resources.

 

MANAGEMENT’S QUARTERLY REPORT ON INTERNAL CONTROLS OVER FINANCIAL REPORTING

 

Management, including Mark T. Gleason, our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a – 15(f). Management conducted an assessment as of October 31, 2014 of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on that evaluation, management concluded that our internal control over financial reporting was ineffective as of October 31, 2014.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements should they occur. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the control procedure may deteriorate.

 

This Quarterly Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this Quarterly Report. As required by SEC Rule 13a-15(b), our company carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer, of the effectiveness of its disclosure controls and procedures as of the end of the period covered by this Quarterly Report. Based on this evaluation, management concluded that our disclosure controls and procedures were ineffective at the reasonable assurance level. The material weaknesses identified relates to the following:

 

-

Lack of proper segregation of duties

-

Lack of a formal control process that provides for multiple levels of supervision and review

The Company believes that the material weaknesses are due to the Company’s limited resources.

 

 

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

 

There were no changes in our internal control over financial reporting identified in connection with our evaluation of these controls as of the second fiscal quarter ended October 31, 2014 as covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

INHERENT LIMITATIONS ON EFFECTIVENESS OF CONTROLS

 

The Company's management does not expect that its disclosure controls or its internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

  

 

 

 

PART II. OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

Not applicable.

 

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

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

None.

   

ITEM 4. MINING SAFETY DISCLOSURE

 

None.

 

ITEM 5. OTHER INFORMATION

 

None.

 

 

 

 

 

 

 

ITEM 6. EXHIBITS

 

Exhibit Number	Description
31.1	Certification of the Chief Executive Officer Pursuant to Rule 13a-14 or 15d-14 of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
100 *	Interactive Data Files for Affinity Mediaworks Corp. 10Q for the Period Ended October 31, 2014
101.INS *	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document

 

*Pursuant to Rule 406T of Regulation S-T, these interactive date files are deemed not filed or part of the registration statement or prospectus for purposes of Sections 11 and 12 of the Securities Act of 1933 or Section 18 of the Securities Act of 1934 and otherwise are not subject to liability.

 

 

 

 

 

 

 

 

 

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

AFFINITY MEDIAWORKS CORP.

 

Date: December 15, 2014

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