MYRIAD INTERACTIVE MEDIA, INC. - 10-Q - Management's Discussion and Analysis of Financial Condition and Results of Operations
(Edgar Glimpses Via Acquire Media NewsEdge) 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." 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. 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 affect 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. 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 SEC.
Management's Discussion and Analysis of Financial Condition and Results of
Description of Business
We are a Delaware corporation formed on July 13, 1999. Our principal executive
offices are located at 7 Ingram Drive, Suite 128, Toronto, Ontario, Canada M6M
2L7. Our telephone number is 1-888-648-9366. On July 6, 2011, we changed our
name to Myriad Interactive Media, Inc. Concurrently with the name change, we
shifted our focus to the development of daily deal aggregation platform and
social media marketing business. We have formed an interactive marketing team
consisting of industry experts in search engine marketing and social media
marketing. We plan to manage complex search programs and offer strategic
insight into the design, development, launch and maintenance of such programs.
In addition, we are focusing on the development of interactive media websites
and plan to enter the mobile application market in the near future.
Social Media Marketing
We currently have a team of 10 commission-based consultants working on
development of social media marketing campaigns. At this time, we are in talks
with potential customers for various social media marketing campaigns. We have
the ability to build and structure marketing campaigns for Facebook, Twitter and
Google Plus. We can perform a comprehensive analysis on the customer's target
audience and utilize best practices in creating and launching social media
campaigns. The most common campaigns we plan to conduct will be for the purpose
of increasing brand recognition and driving user engagement.
Search Engine Marketing
Myriad Interactive Media Inc. is a recognized search firm with Google. We
structure high quality adwords campaigns. Utilizing a best practice approach in
developing these campaigns is of the upmost importance. Our search experts have
developed a unique formula in analyzing and optimizing campaigns. By using key
performance indicators and common benchmarks in conjunction with other metrics,
we are able to successfully manage complex campaigns while driving costs and
Our search engine marketing campaigns do not require any further investment at
this time. We are currently generating revenue from these activities. We
charge a 20% fee for the design, implementation and management of these search
We have a separate team of 4 consultants working on website development and web
architecture. Our team is proficient in all programming languages, including
the Microsoft .NET framework. Our team can build complete web solutions from
scratch, including graphic design and CSS coding. Our web development division
is currently producing several projects for the company and generating revenue.
The company will continue to develop this business in conjunction with its
major in-house projects.
We are currently developing an interactive mobile application for the Apple
iPhone and Apple iPad devices. We are registered as an Apple developer and we
plan on launching this application under our Apple SDK. We will also be
introducing mobile development for the Google Android platform. We do not
intend on developing applications for any RIM Blackberry mobile devices at this
time. We may develop applications for RIM's Blackberry devices in the near
future. At this time, we are waiting for the latest OS version by RIM to
further understand the revised architecture. We are currently in talks with
several customers for the development of additional mobile applications.
Latin America Deal Aggregator
We have developed an in-house daily deal aggregator web application for the
Brazilian market called CupomZilla.com.br. The platform is a sophisticated
application that tracks all of the daily deals in Brazil offered by daily deal
sites like Groupon, PeixeUrbano and Groupalia. We track these deals by using
both application programming interface ("API") and parsing technology. Daily
deals are run through our databases and are presented on our website to
subscribers whom are using our deal filtering technology to source daily deals
of particular interest. Our platform aggregates thousands of deals from every
credible daily deal website in Brazil. Instead of checking every single website
on a daily basis, users have the option to use our easy-to-use service and to
track all of their deals on our website. When a user wants to purchase a deal,
they are re-directed to the deal originating website for the final purchase. We
receive referral commissions on daily deal sites that offer API access and
commission services. For those sites that do not provide API's, we do not
receive any commissions.
By tracking all of the daily deal sites, we are able to compile valuable data
reports on the entire daily deal industry in Brazil. We plan to introduce our
own deals in the future which we believe will generate revenue for the company.
We therefore believe it is essential to fully understand the market, what sells
and what doesn't and, most importantly, to build a relevant purchasing audience.
For this reason, we are currently offering our aggregator platform for free.
CupomZilla.com.br is currently fully operational and has several unique
features. We offer a deal map which tracks all of the daily deals in every major
city in Brazil. Users can view the map and track deals that are in close
proximity to their location. This is a valuable tool for people who are looking
for deals close to work, school or home. We also offer filtering by category,
which allows users can track specific deal categories. For users who only want
restaurant deals and are not interested in any other offers, for example, the
users can simply select "restaurants" and uncheck the other categories. The
user will then instantly have the ability to scour through all of the active
restaurant deals. Our platform also offers users the option to receive a daily
deal email based on their selected categories.
We are currently developing additional technology which will take our platform
mobile. As our focus is on emerging markets, we believe it is essential to
offer this technology as more people in our current markets own mobile phones
than they do printers. We plan to unveil electronic barcodes for our own daily
deal offers and offer other unique services which are currently in the
Mingle Suite Application
On September 19, 2012, we entered into an Agreement with Kalim Kahn to acquire
all rights to a social media software application known as "The Mingle Suite
Application." The closing date on the acquisition was October 1, 2012. The
Mingle Suite Application is a unique social media application that combines
popular social media networks like Facebook, Twitter, Google+ and YouTube into
one place. This will allow for seamless integration and ease of use for
corporate clients looking for both an all-in-one solution for social media
management, and a unique search engine optimization tool equipped with
sophisticated analytics. The application was developed just over a year ago, and
it is comparable to other popular social media platforms like HootSuite, Vitrue,
Buddy Media & Radian6.
Our Agreement calls for a total purchase price of $250,000 to be paid for the
Mingle Suite Application. The purchase price shall be paid as follows:
Issuance of 5,000,000 shares of our common stock, to be valued at $75,000; and
Issuance of a Promissory Note in the amount of $175,000, payable on or before
October 1, 2014.
Our obligation to repay the Note in full will be conditional upon the seller
generating a minimum of $500,000 in sales of the Mingle Suite Application on or
before the due date of October 1, 2014. If the seller does not generate the
minimum required sales, the Note shall be re-paid on a pro rata basis provided a
minimum of $250,000 in sales is generated on or before the due date.
Results of operations for the three months ended September 30, 2012 and 2011.
During the three months ended September 30, 2012, we earned revenue of $6,033.
We incurred operating expenses in the amount of $254,975 for the three months
ended September 30, 2012, consisting of professional fees in the amount of
$225,509, general and administrative expenses of $29,204, and depreciation of
$262. In addition, we incurred interest expense of $578. As a result, we
incurred a net loss of $249,520 for the three months ended September 30, 2012.
By comparison, for the three months ended September 30, 2011, we earned revenue
of $3,169. We incurred operating expenses of $55,108 during the three months
ended September 30, 2011, consisting of professional fees in the amount of
$44,441 and general and administrative expenses of $10,667. We incurred a net
loss of $51,939 during the three months ended September 30, 2011. Our
professional fees increased due to the issuance of 800,000 shares of our common
stock during January 2012.
As we go forward with development and deployment of our social media marketing,
deal-aggregator platforms, and related lines of business, we anticipate that
both our expenses and our revenues will increase substantially over the course
of the next 12 to 18 months.
Liquidity and Capital Resources
As of September 30, 2012, we had total current assets of $6,727, consisting of
cash in the amount of $4,719 and prepaid expenses in the amount of $2,008. As
September 30, 2012, we had current liabilities of $113,946, consisting of
accounts payable and accrued expenses in the amount of $20,013, a payable due to
a shareholder in the amount of $42,303, a convertible note payable in the amount
of $42,500, and customer deposits of $9,130. Accordingly, we had a working
capital deficit of $107,219 as of September 30, 2012. We have not attained
profitable operations and are dependent upon obtaining financing to pursue
significant development and expansion of our planned search engine and social
media marketing business. We will need to raise approximately $250,000 in new
capital in the short-term to put together a working environment for our team to
assemble together for efficient production and growth. Although we are engaged
in efforts to raise additional equity capital, we currently do not have any firm
arrangements for the required equity financing and we may not be able to obtain
such financing when required, in the amount necessary, or on terms that are
On July 31, 2012, we obtained $42,500 in financing from Asher Enterprises, Inc.
under the terms of a Convertible Promissory Note and related Securities Purchase
Agreement. The Note issued to Asher Enterprises bears interest at a rate of 8%
per year and is convertible at a conversion price equal to 55% of the Market
Price of our common stock on the conversion date. For purposes of the Note,
"Market Price" is defined as the average of the 3 lowest closing prices for our
common stock on the 10 trading days immediately preceding the conversion date.
The number of shares issuable upon conversion of the Note is limited so that the
holder's total beneficial ownership of our common stock may not exceed 4.99% of
the total issued and outstanding shares. This condition may be waived at the
option of the holder upon not less than 61 days notice.
Off Balance Sheet Arrangements
As of September 30, 2012, there were no off balance sheet arrangements.
We have not attained profitable operations and are dependent upon obtaining
financing to pursue significant business development activities. We have a
cumulative deficit of $12,021,521 since our inception and require capital for
our contemplated operational and marketing activities to take place. Our ability
to raise additional capital through the future issuances of the common stock is
unknown. The obtainment of additional financing, the successful development of
our contemplated plan of operations, and our transition, ultimately, to the
attainment of profitable operations are necessary for us to continue operations.
For these reasons, our auditors stated in their report that they have
substantial doubt we will be able to continue as a going concern.
Critical Accounting Policies
In December 2001, the SEC requested that all registrants list their most
"critical accounting polices" in the Management Discussion and Analysis. The SEC
indicated that a "critical accounting policy" is one which is both important to
the portrayal of a company's financial condition and results, and requires
management's most difficult, subjective or complex judgments, often as a result
of the need to make estimates about the effect of matters that are inherently
uncertain. Currently, we do not believe that any accounting policies fit this
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