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 June 30, 2017

 

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

 

For the transition period from to

 

Commission file number 000-55386

 

EvaMedia Corp.

 

(Exact name of registrant as specified in its charter)

 

EverythingAmped Corporation

(Former Name of Registrant as Specified in its Charter)

 

Delaware		47-3165462
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

75 Broadway – Suite 202

San Francisco, CA 94111

(Address of Principal Executive Offices)

 

415-361-4046

(Registrant’s Telephone Number)

 

Check whether the issuer (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 required 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 is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	[  ]	Accelerated filer	[  ]
Non-accelerated filer	[  ]	Smaller reporting company	[X]
(Do not check if a smaller reporting company)
Emerging growth company	[  ]

 

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]

 

As of August 14, 2017, there were 3,500,000 shares issued and outstanding of the registrant’s common stock.

 

 

 

Table of Contents

 

PART I – FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)	3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3. Quantitative and Qualitative Disclosure about Market Risk	12
Item 4. Controls and Procedures	12
PART II – OTHER INFORMATION	13
Item 1. Legal Proceedings	13
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	13
Item 3. Defaults Upon Senior Securities	13
Item 4. Mine Safety Disclosures	13
Item 5. Other Information	13
Item 6. Exhibits	14
SIGNATURES	14

 

 

PART I – FINANCIAL INFORMATION

 

Item 1. – Financial Statements

 

EVAMEDIA CORP.

formerly known as EverythingAmped Corporation

CONDENSED BALANCE SHEETS

 

		June 30, 2017				December 31, 2016
		(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		$	8,159			$	-
TOTAL CURRENT ASSETS			8,159				-
Intangible assets, net			96,870				-
Security deposit			269
TOTAL ASSETS		$	105,298			$	-
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable and accrued expenses		$	3,769			$	3,636
Due to related party			3,710				-
TOTAL CURRENT LIABILITIES			7,479				3,636
Commitments and Contingencies			-				-
STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock, $0.0001 par value; 20,000,000 shares authorized; none issued and outstanding as of June 30, 2017 and December 31, 2016, respectively			-				-
Common stock, $0.0001 par value; 100,000,000 shares authorized; 3,500,000 shares issued and outstanding as of June 30, 2017 and December 31, 2016, respectively			350				350
Additional paid-in capital			51,826				51,826
Subscription payable			212,621				-
Accumulated deficit			(166,978	)			(55,812	)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)			97,819				(3,636	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)		$	105,298			$	-

 

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

 

 

EVAMEDIA CORP.

formerly known as EverythingAmped Corporation

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

 

		For the Three Months Ended								For the Six Months Ended
		June 30, 2017				June 30, 2016				June 30, 2017				June 30, 2016
REVENUE		$	-			$	-			$	-			$	-
OPERATING EXPENSES
Professional fees			52,350				-				52,350				-
Amortization expense			8,580				-				8,580				-
General and administrative expenses			11,410				5,195				50,236				11,390
TOTAL OPERATING EXPENSES			72,340				5,195				111,166				11,390
LOSS FROM OPERATIONS			(72,340	)			(5,195	)			(111,166	)			(11,390	)
OTHER INCOME (EXPENSE)
			-				-				-				-
TOTAL OTHER INCOME (EXPENSE)			-				-				-				-
LOSS BEFORE INCOME TAXES			(72,340	)			(5,195	)			(111,166	)			(11,390	)
INCOME TAX EXPENSE			-				-				-				-
NET LOSS			(72,340	)			(5,195	)			(111,166	)			(11,390	)
BASIC AND DILUTED NET LOSS PER COMMON SHARE		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.00	)
BASIC AND DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING			3,500,000				3,500,000				3,500,000				3,500,000

 

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

 

 

EVAMEDIA CORP.

formerly known as EverythingAmped Corporation

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

		For the Six Months Ended
		June 30, 2017				June 30, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(111,166	)		$	(11,390	)
Adjustments to Reconcile Net loss to Net Cash Used in Operating Activities:
Amortization expense			8,580				-
Expenses paid by officer and contributed as capital			-				13,553
Expenses paid by officer for reduction of amounts due from officer			55,197				-
Changes in Assets and Liabilities:
Accounts payable and accrued expenses			133				(2,163	)
Security deposit			(269	)			-
NET CASH USED IN OPERATING ACTIVITIES			(47,525	)			-
CASH FLOWS FROM INVESTING ACTIVITIES:
Payment for website development costs			(20,800	)			-
NET CASH USED IN INVESTING ACTIVITIES			(20,800	)			-
CASH FLOWS FROM FINANCING ACTIVITIES:
Loan from officer			3,710				-
Net proceeds from stock subscription held in trust by officer			72,774				-
NET CASH PROVIDED BY FINANCING ACTIVITIES			76,484				-
NET CHANGE IN CASH			8,159				-
CASH AT BEGINNING OF PERIOD			-				-
CASH AT END OF PERIOD		$	8,159			$	-
Supplemental Disclosure of Cash Flow Information
Cash paid during the period:
Interest		$	-			$	-
Income Tax		$	-			$	-
Supplemental Disclosure of Non-Cash Investing and Financing Activities
Subscription payable for proceeds held in trust by an officer		$	212,621			$	-
Payment from funds held in trust by an officer of website development costs		$	84,650			$	-

 

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

 

 

EVAMEDIA CORP.

(Formerly EverythingAmped Corp.)

Notes to the Unaudited Financial Statements

For the Period Ended June 30, 2017

 

NOTE 1 - NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

NATURE OF OPERATIONS

 

EvaMedia Corp., which was named EverythingAmped Corporation until its name was changed by filing of an amendment to its certificate of incorporation in the State of Delaware on April 28, 2017, or the “Company” was incorporated on January 12, 2015 under the laws of the State of Delaware.

 

On September 15, 2015, the Company effected a change in control by the redemption of 19,500,000 shares of the then outstanding 20,000,000 shares of common stock. The then current officers and directors resigned and David Boulette was named the sole officer and director of the Company. Pursuant to the change in control the Company changed its name to EverythingAmped Corporation. On September 16, 2015, the Company issued 3,000,000 shares of common stock to Mr. Boulette.

 

The Company intends to purchase websites, mobile apps, and a demand side platform. The Company is currently in talks with several companies in order to complete these transactions. Also, the Company is actively working on developing several mobile applications using a third party application development firm.

 

The Company will also attempt to negotiate with a business entity for the combination of that target company with EvaMedia. The combination is expected to take the form of a merger, a stock-for-stock exchange or stock-for-assets exchange.

 

In most instances the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that the Company will be successful in locating or negotiating with any target company. The Company has been formed to provide a method for a foreign or domestic private company to become a reporting company with a class of securities registered under the Securities Exchange Act of 1934.

 

BASIS OF PRESENTATION

 

The accompanying unaudited condensed balance sheet as of June 30, 2017, unaudited condensed statements of operations for the three and six months ended June 30, 2017 and cash flows for the six months ended June 30, 2017 have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management of the Company, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six month periods ended June 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016, or any other period. These unaudited condensed financial statements and notes should be read in conjunction with the financial statements for each of the year ended December 31, 2016, included in the Company’s Annual Report on Form 10-K. The accompanying audited condensed balance sheet as of December 31, 2016 has been derived from the audited financial statements filed in our Form 10-K and is included for comparison purposes in the accompanying balance sheet.

 

USE OF ESTIMATES

 

The preparation of financial statements in conformity with GAAP 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 periods. Actual results could differ from those estimates.

 

 

EVAMEDIA CORP.

(Formerly EverythingAmped Corp.)

Notes to the Unaudited Financial Statements

For the Period Ended June 30, 2017

 

CASH AND CASH EQUIVALENTS

 

Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company did not have cash equivalents as of June 30, 2017.

 

CONCENTRATION OF RISK

 

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of June 30, 2017.

 

INCOME TAXES

 

Under ASC 740, “Income Taxes,” deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets 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. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of June 30, 2017, there were no deferred taxes due to the uncertainty of the realization of net operating loss or carry forward prior to expiration.

 

LOSS PER COMMON SHARE

 

Basic loss per common share excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the entity. As of June 30, 2017, there were no outstanding dilutive securities.

 

INTANGIBLE ASSETS

 

Intangible assets with definite useful lives are recorded on the basis of cost and are amortized on a straight-line basis over their estimated useful lives. The Company uses a useful life of 3 years for website development. The Company evaluates the remaining useful life of intangible assets annually to determine whether events and circumstances warrant a revision to the remaining amortization period. If the estimate of the intangible asset’s remaining useful life is changed, the remaining carrying amount of the intangible asset will be amortized prospectively over that revised remaining useful life. At June 30, 2017, no revision to the remaining amortization period of the intangible assets was made.

 

WEBSITE DEVELOPMENT COSTS

 

The Company accounts for website development costs in accordance with ACS 350-50 “Website Development Costs.” Costs incurred to register domain names, integrated databases and added additional functionality are being amortized over 1-3 years. Costs incurred in general maintenance of the website or hosting costs are expenses as incurred.

 

FAIR VALUE OF FINANCIAL INSTRUMENTS

 

The Company follows guidance for accounting for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

 

 

EVAMEDIA CORP.

(Formerly EverythingAmped Corp.)

Notes to the Unaudited Financial Statements

For the Period Ended June 30, 2017

 

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

 

Level 2 inputs are inputs other than quoted prices included within Level 1that are observable for the asset or liability, either directly or indirectly.

 

Level 3 inputs are unobservable inputs for the asset or liability. The carrying amounts of financial assets such as cash approximate their fair values because of the short maturity of these instruments.

 

NOTE 2 - GOING CONCERN

 

The Company has not generated any revenue since inception to date and has sustained an operating loss of $111,166 for the period ended June 30, 2017. The Company had working capital of $680 and an accumulated deficit of $166,978 as of June 30, 2017. The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtaining additional financing from its members or other sources, as may be required.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern; however, the above conditions raises substantial doubt about the Company’s ability to do so. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

 

In order to maintain its current level of operations, the Company will require additional working capital from either cash flow from operations or from the sale of its equity. However, the Company currently has no commitments from any third parties for the purchase of its equity. If the Company is unable to acquire additional working capital, it will be required to significantly reduce its current level of operations.

 

NOTE 3 – DUE FROM RELATED PARTY

 

During the six months ended June 30, 2017, the Company consummated a private placement as a result of which $212,621 was raised through the purchase of restricted shares of the Company’s common stock by third party investors. At the time of the private placement, the Company did not have a bank account open in its name. The proceeds from the private placement were held in an account owned by EverythingAmped, Inc., a private company owned by David Boulette, the Company’s CEO. In addition, all expenses of the Company from January 1, 2017 through May 11, 2017, in the amount of $139,847 (comprised of $55,197 in general and administrative expenses and $84,650 in capitalized website development), were paid out of funds held in this account. On May 4, 2017, the Company opened a bank account and on May 12, 2017 a net total of $72,774 was transferred from the EverythingAmped bank account into the Company’s bank account. All expenses from May 12, 2017 forward will be paid from the Company’s bank account.

 

NOTE 4 – DUE TO RELATED PARTY

 

Due to related party represents unsecured advances made by David Boulette, the Company’s CEO, for operating expenses on behalf of the Company such as payment of professional fees. The expenses were paid for on behalf of the Company and are due upon demand. The Company is currently not being charged interest under these advances. The total amount owed to Mr. Boulette at June 30, 2017 and June 30, 2016 is $3,710 and $0, respectively.

 

 

EVAMEDIA CORP.

(Formerly EverythingAmped Corp.)

Notes to the Unaudited Financial Statements

For the Period Ended June 30, 2017

 

NOTE 5 – WEBSITE DEVELOPMENT COSTS

 

Intangible assets consisted of the following at June 30, 2017 and December 31, 2016:

 

		June 30, 2017				December 31, 2016
Website development		$	105,450			$	-
Less: accumulated amortization			(8,580	)			-
Total intangible assets, net		$	96,870			$	-

 

Amortization expense for the six months ended June 30, 2017 and 2016 was $8,580 and $0 respectively.

 

NOTE 6 - STOCKHOLDERS’ EQUITY (DEFICIT)

 

The Company is authorized to issue 100,000,000 shares of common stock and 20,000,000 shares of preferred stock. As of June 30, 2017, 3,500,000 shares of common stock and no preferred stock were issued and outstanding.

 

On February 16, 2017, Company consummated a private placement of 472,491 restricted shares of its common stock to seven accredited investors at a purchase price of $0.45 per share for a total purchase price of $212,621. The Company is in the process of obtaining a transfer agent to issue the shares. As of the date of filing, these shares have not been issued and, and the proceeds of the private placement have been recorded as a subscription payable on the balance sheet.

 

NOTE 7 – COMMITMENTS AND CONTINGENCIES

 

On May 4, 2017, the Company entered into a software development agreement with a third party to design, develop and implement software, which is defined as websites, applications, and demand side platform. The agreement has no specified termination date and is cancellable at any time. As consideration for services to be performed, the Company must provide a retainer in the amount of $20,000 that is to be replenished once the billed costs bring the retainer to a level below $1,000. Projects will be billed on a per project basis. As of June 30, 2017, the retainer has not been paid.

 

NOTE 8 – SUBSEQUENT EVENTS

 

Effective July 7, 2017, the Company entered into a real-time bidding agreement with an undefined term with a third party. Pursuant to the agreement, the Company is provided access to the third party’s marketplace for the purposes of bidding for inventory within that marketplace and receiving reports of advertising requests, impressions and other data related to the delivery of ads through the same marketplace. The Company will pay the third party the auction clearing price, which is capped at the max bid. If during any one-year period, the Company spends less than $5,000 per month, the Company’s account can be deactivated for low activity without terminating the agreement. The Company may seek to reactivate the account at the third party’s sole discretion. If the account is deactivated for more than three consecutive months, the third party has the right to terminate the agreement.

 

Effective July 27, 2017, the Company entered into a platform agreement with a third party. Either party may terminate this agreement at any time with 30 days written notice. Pursuant to the agreement, the Company will be provided access to the third party’s smart meta mobile advertising exchange platform and service to place advertising on mobile applications and websites using a real-time bidding mechanism. As consideration for services, the Company will be billed one a monthly basis based on the number of advertisements purchased during the prior month.

 

 

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

 

Forward-Looking Statements

 

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the Securities and Exchange Commission.

 

Results of Operations

 

Three Months Ended June 30, 2017 versus June 30, 2016

 

For the three months ended June 30, 2017 the Company had a net loss of $72,340 with no revenue versus a net loss of $5,195 with no revenue for the three months ended June 30, 2016.

 

Revenue

 

The Company has not generated revenues since its inception.

 

Operating Expenses

 

Total operating expenses for the three months ended June 30, 2017 were $72,340 versus $5,195 for the three months ended June 30, 2016. The increase in expenses is due to the costs associated with preparing the Company’s quarterly financial statements and the legal expenses associated with the reporting requirements of public companies.

 

Six Months Ended June 30, 2017 versus June 30, 2016

 

For the six months ended June 30, 2017 the Company had a net loss of $111,166 with no revenue versus a net loss of $11,390 with no revenue for the six months ended June 30, 2016.

 

Revenue

 

The Company has not generated revenues since its inception.

 

Operating Expenses

 

Total operating expenses for the six months ended June 30, 2017 were $111,166 versus $11,390 for the six months ended June 30, 2016. The increase in expenses is due to the costs associated with preparing the Company’s quarterly financial statements and the legal expenses associated with the reporting requirements of public companies.

 

 

Liquidity and Capital Resources

 

For the six months ended June 30, 2017, the Company had working capital of approximately $680 versus a working capital deficit of approximately $3,636 as of December 31, 2016.

 

Net Cash Used in Operating Activities

 

Net cash used in operations was $47,525 for the six months ended June 30, 2017 compared to $0 for the six months ended June 30, 2016. The increase was primarily attributable to the Company opening up a bank account in the six months ended June 30, 2017. In the six months ended June 30, 2016, the CEO paid all expenses as a capital contribution to the Company.

 

Net Cash Used in Investing Activities

 

Net cash used in investing activities for the six months ended June 30, 2017 was $20,800 compared to $0 for the six months ended June 30, 2016. The Company paid $20,800 for website development costs in the six months ended June 30, 2017.

 

Net Cash Provided by Financing Activities

 

Cash flows provided by financing activities for the six months ended June 30, 2017 was $76,484 compared to $0 for the six months ended June 30, 2016. This increase is primarily attributed to the net proceeds from the stock subscription held in trust an officer of $72,774 in the six months ended June 30, 2017.

 

The Company’s independent auditors have issued a report raising substantial doubt about the Company’s ability to continue as a going concern. At present, the Company has no operations and the continuation of the Company as a going concern is dependent upon financial support from its stockholders, its ability to obtain necessary equity financing to continue operations and/or to successfully locate and negotiate with a business entity for the combination of that target company with EvaMedia.

 

Off Balance Sheet Arrangements

 

As of June 30, 2017 there were no off balance sheet arrangements.

 

Plan of Operations for the Next Twelve Months

 

Our plan of operations for the next 12 months is as follows:

 

During 2017, the Company is actively developing itself into an online advertising company. The goal is to offer owned and operated web sites and hundreds of mobile apps. These apps and websites will be integrated exclusively into our own custom Demand Side Platform allowing unparalleled online advertising opportunities to companies of all sizes. In order to accomplish this we are seeking partnership opportunities with existing companies. The most likely target companies are those seeking the perceived benefits of a reporting corporation. Such perceived benefits may include facilitating or improving the terms on which additional equity financing may be sought, providing liquidity for incentive stock options or similar benefits to key employees, increasing the opportunity to use securities for acquisitions, providing liquidity for shareholders and other factors. Business opportunities may be available at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities difficult and complex.

 

 

In analyzing prospective business opportunities, EvaMedia may consider such matters as the available technical, financial and managerial resources; working capital and other financial requirements; history of operations, if any; prospects for the future; nature of present and expected competition; the quality and experience of management services which may be available and the depth of that management; the potential for further research, development, or exploration; specific risk factors not now foreseeable but which may be anticipated; the potential for growth or expansion; the potential for profit; the perceived public recognition or acceptance of products, services, or trades; name identification; and other relevant factors. This discussion of the proposed criteria is not meant to be restrictive of the virtually unlimited discretion of the Company to search for and enter into potential business opportunities.

 

The search for a target company will not be restricted to any specific kind of business entities, but may acquire a venture that is in its preliminary or development stage, that is already in operation, or in essentially any stage of its business life. It is impossible to predict at this time the status of any business in which the Company may become engaged, whether such business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which the Company may offer. The Company will participate in a business combination only after the negotiation and execution of appropriate agreements. Although the terms of such agreements cannot be predicted, generally such agreements will require certain representations and warranties of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by the parties prior to and after such closing and will include miscellaneous other terms.

 

Critical Accounting Policies, Judgments and Estimates

 

Our significant accounting policies are fundamental to understanding our results of operations and financial condition. Some accounting policies require that we use estimates and assumptions that may affect the value of our assets or liabilities and financial results. These policies are described in “Critical Accounting Policies, Judgments and Estimates” and Note 2 (Accounting Policies) to Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2016. During the first six months ending June 30, 2017, there have been no modifications to our Accounting Policies as defined in Form 10-K for the year ended December 31, 2016.

 

Off Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements that have, or are reasonably likely to have, an effect on our financial statements.

 

Item 3. Quantitative and Qualitative Disclosure about Market Risk

 

Not applicable.

 

Item 4. Controls and Procedures.

 

Disclosure Controls and Procedures. Our senior management is responsible for establishing and maintaining disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d – 15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

Evaluation of Disclosure Controls and Procedures. We have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report, with the participation of our Chief Executive Officer and Chief Financial Officer, as well as other key members of our management. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of June 30, 2017.

 

 

As of June 30, 2017, we had limited accounting staff limited to our Chief Financial Officer and external consultants. Limited resources in this area do not provide sufficient staffing for internal control purposes. We monitor this situation closely and have ongoing plans to add support as needed in this area when resources permit.

 

Internal Controls Over Financial Reporting. No change occurred in our internal control over financial reporting during the first quarter of 2017 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

PART II — OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

From time to time, we are involved in lawsuits, claims, investigations and proceedings, including pending opposition proceedings involving patents that arise in the ordinary course of business. There are no matters pending that we expect to have a material adverse impact on our business, results of operations, financial condition or cash flows.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

On February 16, 2017, Company consummated a private placement pursuant to which it sold 472,491 restricted shares of its common stock to seven accredited investors at a purchase price of $0.45 per share for a total purchase price of $212,621. The Company is in the process of obtaining a transfer agent to issue the shares. As of the date of filing, these shares have not been issued and, and the proceeds of the private placement have been recorded as a subscription payable on the balance sheet. The transaction was exempt from registration under Section 4(2) of the Securities Act of 1933.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

Item 5. Other Information.

 

None.

 

INDEX TO EXHIBITS

 

Exhibit No.		Description
31.1*		Certification Pursuant to Section 302
31.2*		Certification Pursuant to Section 302
32.1*		Certification Pursuant to Section 906
32.2*		Certification Pursuant to Section 906
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.

 

** In accordance with Regulation S-T, the XBRL-formatted interactive data files that comprise Exhibit 101 in this quarterly report on Form 10-Q shall be deemed “furnished” and not “filed”.

 

 

SIGNATURES

 

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

 

	EVAMEDIA CORP. f/k/a EVERYTHINGAMPED CORPORATION
	By:	/s/ David Boulette
		David Boulette
		Principal Executive Officer
	By:	/s/ Mark Corrao
		Mark Corrao
		Principal Financial and Accounting Officer
Dated: August 14, 2017

 

Pursuant to the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

NAME		OFFICE		DATE
/s/ David Boulette		Director		August 14, 2017
David Boulette
/s/ Phil Aspin		Director		August 14, 2017
Phil Aspin
/s/ Brian Fields		Director		August 14, 2017
Brian Fields