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EX-32.1 - EX-32.1 - Jade Global Holdings, Inc.ex-32_1.htm
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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, 2015
 
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 smaller reporting company.  See the definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
[  ]
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 February 2, 2016.
 

TABLE OF CONTENTS
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 10
 10
 11
 12
 
 

 
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.
 
 
 
 
MEDIA ANALYTICS CORPORATION

CONDENSED INTERIM FINANCIAL STATEMENTS


September 30, 2015
(Unaudited)


 


F–1
   
F–2
   
F–3
   
F–4
 
 
 
MEDIA ANALYTICS CORPORATION
CONDENSED BALANCE SHEETS
 
   
September 30,
   
March 31,
 
   
2015
   
2015
 
   
(unaudited)
     
ASSETS
 
         
CURRENT ASSETS
       
Cash and cash equivalents
 
$
6,522
   
$
2,945
 
                 
                 
TOTAL ASSETS
 
$
6,522
   
$
2,945
 
                 
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
 
                 
CURRENT LIABILITIES
               
Accounts payable and accrued expenses
 
$
163,297
   
$
130,921
 
Due to related parties
   
79,943
     
67,854
 
Total current liabilities
   
243,240
     
198,775
 
                 
Long-term debt - related party
   
300,000
     
300,000
 
                 
TOTAL LIABILITIES
   
543,240
     
498,775
 
                 
                 
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
300,000,000 shares issued and outstanding
At September 30, 2015 and March 31, 2015
   
30,000
     
30,000
 
Additional paid-in capital
   
(7,391
)
   
(7,391
)
Retained deficit
   
(559,327
)
   
(518,439
)
                 
TOTAL STOCKHOLDERS' DEFICIT
   
(536,718
)
   
(495,830
)
                 
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
 
$
6,522
   
$
2,945
 
 
See notes to interim condensed financial statements.
 
MEDIA ANALYTICS CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
 
   
Three months
   
Three months
   
Six months
   
Six months
 
   
ended
   
ended
   
ended
   
ended
 
   
September 30,
   
September 30,
   
September 30,
   
September 30,
 
   
2015
   
2014
   
2015
   
2014
 
                 
                 
Revenue
 
$
-
   
$
-
   
$
-
   
$
-
 
                                 
Operating expenses
                               
Filing fees
 
$
458
   
$
3,545
   
$
458
   
$
3,545
 
General and administrative
   
-
     
12,306
     
-
     
12,316
 
Investor relations
   
-
     
2,750
     
-
     
3,144
 
License fees
   
15,000
     
15,123
     
30,000
     
30,082
 
Transfer agent fees
   
2,150
     
1,100
     
2,150
     
1,700
 
Professional fees
   
4,553
     
20,085
     
8,280
     
23,433
 
                                 
Total Operating Expenses
   
22,161
     
54,909
     
40,888
     
74,220
 
                                 
Net loss
 
$
(22,161
)
 
$
(54,909
)
 
$
(40,888
)
 
$
(74,220
)
                                 
Basic and diluted loss per share
 
$
(0.00
)
 
$
(0.00
)
 
$
(0.00
)
 
$
(0.00
)
                                 
Weighted average number of shares outstanding
                               
 - basic and diluted
   
300,000,000
     
300,000,000
     
300,000,000
     
300,000,000
 
 
See notes to interim condensed financial statements.
MEDIA ANALYTICS CORPORATION
CONDENSED STATEMENT OF CASH FLOWS
(Unaudited)
 
   
Six months
   
Six months
 
   
ended
   
ended
 
   
September 30,
   
September 30,
 
   
2015
   
2014
 
         
CASH FLOWS FROM OPERATING ACTIVITIES
       
Net loss
 
$
(40,888
)
 
$
(74,220
)
                 
Changes in Operating Assets and Liabilities
               
Change in accounts payable and accrued expenses
   
32,376
     
53,962
 
Change in due to related party
   
12,089
     
20,258
 
                 
Net cash provided by operating activities
   
3,577
     
-
 
                 
                 
INCREASE  IN CASH AND CASH EQUIVALENTS
   
3,577
     
-
 
                 
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
   
2,945
     
-
 
                 
CASH AND CASH EQUIVALENTS AT END OF PERIOD
 
$
6,522
   
$
-
 
                 
Supplemental Disclosures of Cash Flow Information
 
                 
Cash paid for:
               
Interest expense
 
$
-
   
$
-
 
Income taxes
 
$
-
   
$
-
 
 
See notes to interim condensed financial statements.
MEDIA ANALYTICS CORPORATION
NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS
September 30, 2015
(Unaudited)
 
NOTE 1.  GENERAL ORGANIZATION AND BUSINESS

Media Analytics Corporation (formerly FanSport, Inc.) (the "Company") is a company that was incorporated on March 16, 2011, and intends to develop and provide a social gaming mobile application for fantasy sports enthusiasts. Effective September 3, 2013, the Company changed its name from FanSport, Inc. to Media Analytics Corporation. The Company is focused on develping or acquiring software that helps companies track their social data. Currently the Company is the West Coast Distributor of Klarity (http://www.klarityanalytics.com).

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. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there have been no material changes in the information disclosed in the notes to the financial statements for the year ended March 31, 2015 included in the Company's Form 10-K filed with the Securities and Exchange Commission. The condensed interim financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the six months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ending March 31, 2016.
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.  On October 3, 2014, the Company's board of directors approved a forward stock split by way of a stock dividend of two (2) authorized but unissued shares of its common stock on each one (1) issued and outstanding share of its common stock held by shareholders of record as of November 10, 2014. The payment date for the stock dividend was November 10, 2014, as determined by the Financial Industry Regulatory Authority (FINRA). Upon the payment of the stock dividend, the Company had 300,000,000 issued and outstanding shares of common stock, which represents an increase of 200,000,000 shares over its prior total of 100,000,000 issued and outstanding shares of common stock. The split is reflected retrospectively in the accompanying financial statements.
MEDIA ANALYTICS CORPORATION
NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS
September 30, 2015
(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, 2015 or March 31, 2015, 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 was $0 and $4,000 for the period ended September 30, 2015 and 2014, 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.
MEDIA ANALYTICS CORPORATION
NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS
September 30, 2015
(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.
Property
The Company does not own any real estate or other property. The Company's office is located at 800 West El Camino Real, Mountain View, CA, 94040.
Recent Authoritative Accounting Pronouncements
The Company has reviewed the Accounting Standards Updates through ASU No. 2016-01 and these updates have no current applicability to the Company or their effect on the financial statements would not have been significant.
NOTE 3.     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 in the amount of $190,171 and income tax expense have been fully offset by a valuation allowance at September 30, 2015, 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, 2015. The Company recognizes interest accrued and penalties related to unrecognized tax benefits in tax expense. During the six months ended September 30, 2015, the Company recognized no interest and penalties.
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, 2015, the Company had net loss carry forwards of $559,327 which expire through its tax year ending 2035. 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 4.  DUE TO RELATED PARTY

Amount due to related party at September 30, 2015, is non-interest bearing, unsecured and with no fixed terms of repayment.

NOTE 5.  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, 2015 and March 31, 2015.
MEDIA ANALYTICS CORPORATION
NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS
September 30, 2015
(Unaudited)
NOTE 5.  STOCKHOLDERS' DEFICIT - Continued
Common Stock
On January 31, 2013, the Board of Directors of the Company approved Articles of Amendment to our Articles of Incorporation which affected a 20 for one forward stock split of our issued and outstanding common stock. The forward stock split was distributed to all shareholders of record on February 25, 2013. No cash was paid or distributed as a result of the forward stock split and no fractional shares were issued. All fractional shares, which would otherwise be required to be issued as a result of the stock split, were rounded up to the nearest whole share. There was no change in the par value of our common stock.
On June 28, 2013, the sole officer and director cancelled 309,300,000 common shares.
On December 31, 2013, 2,700,000 common shares originally issued as collateral for a transaction were cancelled.
On October 3, 2014, the Company's board of directors approved a forward stock split by way of a stock dividend of two (2) authorized but unissued shares of its common stock on each one (1) issued and outstanding share of its common stock held by shareholders of record as of November 10, 2014. The payment date for the stock dividend was November 10, 2014, as determined by the Financial Industry Regulatory Authority (FINRA). Upon the payment of the stock dividend, the Company had 300,000,000 issued and outstanding shares of common stock, which represents an increase of 200,000,000 shares over its prior total of 100,000,000 issued and outstanding shares of common stock. The split is reflected retrospectively in the accompanying financial statements.
There are 500,000,000 common shares at $0.0001 par value authorized with 300,000,000 shares issued and outstanding at September 30, 2015 and March 31, 2015.
NOTE 6.  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.
Effective August 19, 2015, the CEO of the Company resigned and a new director was appointed for the position.
As of September 30, 2015, loan payable to the former CEO of the Company was $67,854 ($67,854 – March 31, 2015) and loan payable to the current CEO of the Company was $12,089. The purpose of the loans was to pay for current administrative expense. The loans are due on demand and bear no interest.
NOTE 7. GOING CONCERN

The accompanying 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, 2015 the Company has  a retained deficit of $559,327. 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.
MEDIA ANALYTICS CORPORATION
NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS
September 30, 2015
(Unaudited)
 
NOTE 8. 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, 2015 was below the FDIC insurance threshold.
NOTE 9. 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 nonrefundable 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 former CEO is also the CEO of Social Media Broadcasts (SMB) Limited.
As of September 30, 2015, no payments were made towards the agreement.
The Company suspended the business venture relating to the SMB licensing agreement.
NOTE 10. SUBSEQUENT EVENTS
The Company has been unable to make any of the SMB licensing agreement payments as required under the agreement. As a result, effective October 28, 2015 the Company and SMB have consented to a cancellation and termination of the licensing agreement.

Item 2.                  Management’s Discussion and Analysis of Financial Condition and Results of Operations
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 goal was to develop social media tools and solutions to 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 was 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 October 3, 2014, our 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, received 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 was November 10, 2014. Upon completion of the stock split, our issued and outstanding shares increased from 100,000,000 shares of common stock to 300,000,000 shares of common stock with a par value of $0.0001.

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
It was the intention of our former management to introduce the Klarity Analytical Dashboard to the North American and United Kingdom marketplaces, where we had the exclusive license and reselling agreement.  This would have allowed users to have access to in depth insights into western and Asian social behaviour.  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 had 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 has been unable to make any of the foregoing payments as required under the agreement.  As a result, the parties have consented to a cancellation and termination of the licensing agreement.  We are currently negotiating a distribution agreement with Social Media, as well as investigating additional opportunities in our efforts to maintain and enhance shareholder value.
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, 2015 and 2014.

Expenses
Our operating results for the three and six months ended September 30, 2015 and 2014 are summarized as follows:
 
     
Three Months Ended
   
Six Months Ended
 
 
     
September 30,
   
September 30,
 
 
 
2015
   
2014
   
2015
   
2014
 
Filing Fees
 
$
458
   
$
3,545
   
$
458
   
$
3,545
 
General and administrative expenses
 
$
Nil
   
$
12,306
   
$
Nil
   
$
12,316
 
Investor relations
 
$
Nil
   
$
2,750
   
$
Nil
   
$
3,144
 
License fees
 
$
15,000
   
$
15,123
   
$
30,000
   
$
30,082
 
Transfer agent fees
 
$
2,150
   
$
1,100
   
$
2,150
   
$
1,700
 
Professional fees
 
$
4,553
   
$
20,085
   
$
8,280
   
$
23,433
 
Net Loss
 
$
(22,161
)
 
$
(54,909
)
 
$
(40,888
)
 
$
(74,220
)
Total expenses for the three months ending September 30, 2015 were $22,161 resulting in a net loss for the period of $22,161 compared to a net loss of $54,909 for the three months ending September 30, 2014. The decrease in expenses was due to a reduction in general and administrative expenses and professional fees. Total expenses for the six months ending September 30, 2015 were $40,888 resulting in a net loss for the period of $40,888 compared to a net loss of $74,220 for the six months ending September 30, 2014. The decrease in expenses was due to a reduction in general and administrative expenses 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, 2015.
Liquidity and Capital Resources
Working Capital
 
 
At
   
At
 
 
 
September 30,
   
March 31,
 
 
 
2015
   
2015
 
Current Assets
 
$
6,522
   
$
2,945
 
Current Liabilities
 
$
243,240
   
$
198,775
 
Working Capital
 
$
(236,718
)
 
$
(195,830
)
Cash Flows
 
 
Six Months
   
Six Months
 
 
 
Ended
   
Ended
 
 
 
September 30,
   
September 30,
 
 
 
2015
   
2014
 
Net Cash Provided by (Used in) Operating Activities
 
$
3,577
   
$
Nil
 
Net Cash Provided by Investing Activities
 
$
Nil
   
$
Nil
 
Net Cash Provided by Financing Activities
 
$
Nil
   
$
Nil
 
Net Increase (Decrease) in Cash During the Period
 
$
3,577
   
$
Nil
 
At September 30, 2015 we had working capital deficit of $236,718 as compared to working capital deficit of $195,830 at March 31, 2015.
Net cash provided by operating activities for the six months ended September 30, 2015 was $3,577 as compared to net cash provided by operating activities of $Nil for the six months ended September 30, 2014.
Going Concern
Our financial statements for the six month period ended September 30, 2015 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 have 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
Our 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.
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.  On October 3, 2014, our board of directors approved a forward stock split by way of a stock dividend of two (2) authorized but unissued shares of our common stock on each one (1) issued and outstanding share of its common stock held by shareholders of record as of November 10, 2014. The payment date for the stock dividend was November 10, 2014, as determined by the Financial Industry Regulatory Authority (FINRA). Upon the payment of the stock dividend, our company had 300,000,000 issued and outstanding shares of common stock, which represents an increase of 200,000,000 shares over its prior total of 100,000,000 issued and outstanding shares of common stock. The split is reflected retrospectively in the accompanying financial statements.
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, 2015 or March 31, 2015, 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.
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.
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.
Recent Accounting Pronouncements
Our company has reviewed the Accounting Standards Updates through ASU No. 2016-01 and these updates have no current applicability to our company or their effect on the financial statements would not have been significant.
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.
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
Effective August 19, 2015, Hiu Chung (Stephen) Wong resigned as President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and as a Director of our company.   Mr. Wong’s resignation was not the result of any disagreements with our company regarding our operations, policies, practices or otherwise. 
Concurrently with the resignation of Mr. Wong, Michael J. Johnson was appointment as our President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and as the sole director of our board of directors.  There is no understanding or arrangement between Mr. Johnson and any other person pursuant to which Mr. Johnson was selected as a director. Mr. Johnson does not have any family relationship with any director, executive officer or person nominated or chosen by us to become a director or executive officer.

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*
(32)
Section 1350 Certifications
32.1*
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.
 

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:  February 9, 2016
/s/ Michael J. Johnson
 
 
Michael J. Johnson
 
 
President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director
 
 
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
 
 
 
 
12