10-Q 1 asmh-10qjun09feb2010.txt ASSOCIATED MEDIA HOLDINGS INC FORM 10-Q (Quarterly Report) Filed 02/17/10 for the Period Ending 06/30/09 Address 6100 Neil Road, Suite 500 Reno, NV 89511, USA Telephone 1-888-777-8777 CIK 0001366404 Symbol ASMH SIC Code 4812 - Radiotelephone Communications Fiscal Year 12/31 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2009. OR ( ) 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 : 333-139640 ASSOCIATED MEDIA HOLDINGS INC (formerly El Tigre Development Corp.) (Exact name of registrant as specified in its charter) NEVADA 201507967 (State or other jurisdiction (IRS Employer of incorporation or organization) Identification No.) 6100 Neil Road, Suite 500, Reno, NV 89511 (Address of principal executive offices, including zip code) 1-888-777-8777 (Registrant's telephone number, including area code) 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. Yes ( ) No ( X ) 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 ( ) No ( ) Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a not-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 ( ) Smaller reporting company (X) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ( ) No ( X ) At November 30, 2009, the Company had outstanding of 43,961,000 shares of Common Stock, $0.00025 par value per share. ASSOCIATED MEDIA HOLDINGS INC FORM 10-Q For the Period Ended June 30, 2009 TABLE OF CONTENTS PART I FINANCIAL INFORMATION Pages Item 1. Financial Statements... 1 - 11 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. 12-14 Item 3. Quantitative and Qualitative Disclosures About Market Risk... 14 Item 4T.Controls and Procedures... 14 PART II Item 1. Legal Proceedings... 15 Item 1A.Risk Factors... 15 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds... 15 Item 3. Defaults Upon Senior Securities........ 15 Item 4. Submission of Matters to a Vote of Security Holders... 15 Item 5. Other Information... 15 Item 6. Exhibits and Certifications... 16 Part 1. Item 1. Financial Statements ASSOCIATED MEDIA HOLDINGS INC Page No. Balance Sheets... 1 Statements of Operations... 2 Statements of Cash Flows... 3 Notes to Financial Statements... 4 - 11 ASSOCIATED MEDIA HOLDINGS INC (Formerly El Tigre Development Corp.) (A Development Stage Company) FINANCIAL STATEMENTS June 30, 2009 (Expressed in US Dollars) (Unaudited) Associated Media Holdings, Inc. (Formerly El Tigre Development Corp.) (A Development Stage Company) Balance Sheets (Expressed in US Dollars) Unaudited As at As at June 30, Dec 31, 2009 2008 Assets Current Assets Cash 6,207 5,259 ____________________ Total current assets 6,207 5,259 Property & Equipment, net of accumulated depreciation of $57,702 11,579 16,990 Other Assets Intangible assets, net of accumulated amortization of $166,393 256,607 261,237 ____________________ Total assets 274,393 283,486 ____________________ Liabilities And Stockholders' Equity (Deficiency) Current Liabilities Accounts payable and accrued liabilities 927,246 930,746 ____________________ Total current liabilities 927,246 930,746 Long Term Liabilities Notes payable 537,000 537,000 ______________________ Total liabilities 1,464,246 1,467,746 ______________________ Stockholders' Equity (Deficiency) Common stock, $0.00025 par value Authorized 100,000,000 shares Issued and outstanding 43,961,000 shares 10,990 10,990 Additional paid-in capital 3,488,236 3,488,236 Accumulated deficit (4,689,079) (4,683,486) ______________________ Total stockholders' equity (deficiency) (1,189,853) (1,184,260) ______________________ Total liabilities and stockholders' equity (deficiency) 274,393 283,486 ______________________ The accompanying notes are an integral part of these financial statements 1 Associated Media Holdings, Inc. (Formerly El Tigre Development Corp.) (A Development Stage Company) Statements of Operations (Expressed in US Dollars) Unaudited Cumulative during the development 3 months 6 months stage ended ended (June 21, 2004 June 30, June 30, to June 30, 2009 2009 2009) Revenue 4,366 8,865 121,508 Operating Expenses Amortization and depreciation 4,412 10,041 230,731 Consulting expense 1,000 1,000 2,066,859 General and administrative 553 5,367 661,466 Marketing - - 172,741 Professional fees - - 465,342 Compensation expense - - 1,129,755 Website development - - 206,112 _____________________________________ Total operating expenses 5,965 16,408 4,933,006 Operating loss (1,599) (7,543) (4,811,498) Other income 1,950 1,950 122,419 _____________________________________ Net loss 351 (5,593) (4,689,079) _____________________________________ Net loss per common share - Basic and diluted (0.00) (0.00) Weighted average number of common shares outstanding 43,961,000 43,961,000 The accompanying notes are an integral part of these financial statements 2 Associated Media Holdings, Inc. (Formerly El Tigre Development Corp.) (A Development Stage Company) Statements of Cash Flows (Expressed in US Dollars) Unaudited Cumulative during the development 6 months stage ended (June 21, 2004 June 30, to June 30, 2009 2009) Cash Flows (Used In) Provided By: Operating Activities Net loss (5,593) (4,689,079) Changes in non-cash working capital items related to operations: Amortization and depreciation 10,041 230,741 Common stock issued for service - 1,550,000 Changes in operating assets and liabilities Accounts receivable - - Prepaid expenses - - Increase in deposit - - Accounts payable and accrued liabilities (3,500) 929,826 Accrued compensation payable - - _________________________ Net cash used in operating activities 948 (1,978,512) Investing Activities Acquisition of Icelounge.com, Inc. intangible assets - (423,000) Purchase of property and equipment - (69,281) _________________________ Net cash used in investing activities - (492,281) _________________________ Financing Activities Proceeds from issuance of note payable - 762,000 Repayment of note payable - (225,000) Proceeds from issuance of common stock - 1,940,000 _________________________ Net cash provided by financing activities - 2,477,000 _________________________ Increase/(Decrease) in Cash 948 6,207 Cash, beginning 5,259 - Cash, ending 6,207 6,207 The accompanying notes are an integral part of these financial statements 3 ASSOCIATED MEDIA HOLDINGS INC (Formerly : El Tigre Development Corp.) (A Development Stage Company) Notes to Financial Statements June 30, 2009 (Expressed in US Dollars) Unaudited Note 1. General Organization and Business Associated Media Holdings Inc (formerly El Tigre Development Corporation) (hereinafter, the "Company") was incorporated under the laws of the state of Nevada on June 21, 2004. On October 21, 2005, the Company changed its name to Associated Media Holdings Inc to further develop and promote the Ignition Website and Trademarks (hereinafter, the "Intangibles") which focus on multi content for mobile and portable cellular devices. On this same day, the board of directors approved an increase in the authorized number of common shares of the Company from 25,000,000 to 100,000,000 and changed its par value from $0.001 to $0.00025. This change is reflected in these financial statements. The Company has yet to fully develop any material income from its stated primary objective and it is classified as a development stage company. All income, expenses, cash flows and stock transactions are reported since the beginning of development stage. These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At June 30, 2009, the Company had not yet achieved profitable operations, has accumulated losses of $4,689,079 since 4 inception and expects to incur further losses in the development of its business, of which cast substantial doubt about the Company's ability to continue as a going concern. The Company's ability to continue as a going concern is dependent upon future profitable operations and/or the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has obtained additional funds by related party's advances; however, there is no assurance that this additional funding is adequate and further funding may be necessary. Note 2. Significant Accounting Policies These financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America and are stated in US dollars. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgment. Actual results may differ from these estimates. The financial statements have, in management's opinion, been properly prepared within the framework of the significant accounting policies summarized below: (a) Development Stage Company The Company is a development stage company. The Company is devoting substantially all of its present efforts to establish a new business and none of its planned principal operations have commenced. All losses accumulated since inception has been considered as part of the Company's development stage activities. (b) Financial Instruments The carrying values of cash, accounts receivable, accounts payable, promissory notes payable and due to related parties approximate fair value because of the short-term nature of these instruments. Management is of the opinion that the Company is not exposed to significant interest, 5 currency or credit risks arising from these financial instruments. (c) Stock Issued in Exchange for Services The valuation of common stock issued in exchange for services is valued at an estimated fair market value as determined by officers and directors of the Company based upon other sales and issuances of the Company's common stock within the same general time period. (d) Stock-based Compensation FASB ASC (Accounting Standards Codification) 718 "Stock Compensation" requires public companies to recognize the cost of employee services received in exchange for equity instruments, based on the grant-date fair value of those instruments, with limited exceptions. FASB ASC 718 "Stock Compensation" also affects the pattern in which compensation cost is recognized, the accounting for employee share purchase plans, and the accounting for income tax effects of share-based payment transactions. For small business filers, FASB ASC 718 "Stock Compensation" is effective for interim or annual periods beginning after December 15, 2005. The Company adopted the guidance in FASB ASC 718 "Stock Compensation" on October 1, 2007. (e) Foreign Currency Translation The Company translates foreign currency transactions and balances to its reporting currency, United States Dollars, in accordance with ASC 830, "Foreign Currency Matters". Monetary assets and liabilities are translated into the functional currency at the exchange rate in effect at the end of the relevant reporting period. Non-monetary assets and liabilities are translated at the exchange rate prevailing when the assets were acquired or the liabilities assumed. Revenue and expenses are translated at the rate approximating the rate of exchange on the transaction date. All exchange gains and losses are included in the determination of net income (loss) for the year. 6 (f) Basic and Diluted Loss Per Share The Company presents of both basic and diluted earnings per share ("EPS") on the face of the income statement. Basic loss per share is computed by dividing the net loss available to common shareholders by the weighted average number of common shares outstanding during the year. Diluted EPS gives effect to all dilative potential common shares outstanding during the year including stock options, using the treasury stock method, and convertible preferred stock, using the if-converted method. In computing diluted EPS, the average stock price for the year is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilative potential common shares if their effect is anti dilative. (g) Income Taxes The Company uses the assets and liability method of accounting for income taxes pursuant to SFAS No. 109 "Accounting of Income Taxes". Under the asset and liability method of SFAS 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax basis. 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. (h) Recently Issued Accounting Pronouncements On June 30, 2009, the Financial Accounting Standards Board (FASB) issued FASB Statement No. 168, The FASB Accounting Standards Codification(tm) and the Hierarchy of Generally Accepted Accounting Principles-a replacement of FASB Statement No. 162. On the effective date of this statement, FASB Accounting Standards Codification(tm) (ASC) becomes the source of authoritative U.S. accounting and reporting standards for nongovernmental entities, in addition to guidance issued by the Securities and Exchange Commission (SEC). At that time, FASB ASC will supersede all then- 7 existing, non-SEC accounting and reporting standards for nongovernmental entities. Once effective, all other non- grandfathered, non-SEC accounting literature not included in FASB ASC will become no authoritative. Under ASC 815, the Company discloses derivative instruments and hedging activities, which requires entities to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under ASC 815 and its related interpretations and (c) how derivative instruments and related hedged items affect an entity's financial position, financial performance and cash flows. Under ASC 805, "Business Combinations", the Company uses the acquisition method of accounting for all business combinations and for an acquirer to be identified for each business combination. Under ASC 805, the Company is also required to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date, with limited exceptions specified in ASC 805. In addition, acquisition costs and restructuring costs that the acquirer expected but was not obligated to incur to be recognized separately from the business combination, therefore, expensed instead of part of the purchase price allocation. ASC 805 will be applied prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. Early adoption is prohibited. The Company follows ASC 825-10 in measuring the fair value of options for financial assets and liabilities. The Company is permitted to irrevocably elect fair value on a contract-by-contract basis as the initial and subsequent measurement attribute for many financial assets and liabilities and certain other items including insurance contracts. Entities electing the fair value option would be required to recognize changes in fair value in earnings and to expense upfront cost and fees associated with the item for which the fair value option is elected. ASC 825- 10 is effective for fiscal years beginning after November 15, 2007. Early adoption is permitted as of the beginning 8 of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provisions of ASC 825-10, Fair Value Measurements. Note 3. Share Capital Amend the Company's authorized share capital. On October 21, 2005, the authorized shares capital was increased as follows: Authorized common stock consists of 100,000,000 shares having a par value of $0.00025 per share. Note 4. Income Taxes The Company uses the assets and liability method of accounting for income taxes pursuant to SFAS No. 109 "Accounting of Income Taxes". Under the asset and liability method of SFAS 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax basis. 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. Note 5. Property and Equipment Property and equipment as of June 30, 2009 consists of the following and are recorded at cost: Audio visual equipment $ 23,073 Computer equipment 26,790 Furniture and fixtures 19,418 __________ Total Fixed Assets $ 69,281 Accumulated Depreciation (57,702) __________ Net Fixed Assets $ 11,579 __________ Provision for depreciation of equipment is computed on the 9 straight-line method for financial reporting purposes and is based upon the following estimated useful lives: Audio visual equipment 3 years Computer equipment 3 years Furniture and fixtures 7 years Maintenance, repairs, and renewals which neither materially add to the value of the equipment nor appreciably prolong its life are charged to expense as incurred. Depreciation charged to operations was $5,411 for the six months period ended June 30, 2009. Note 6. Intangible Assets Intangible assets consist of patent and trademark costs. Patent costs are costs incurred to develop and file patent application. Trademark costs are costs incurred to develop and file trademark applications. If the patents or trademarks are approved, the costs are amortized using the straight-line method over the estimated lives of 7 years for patents and 5 and 10 years for trademarks. Amortization expense for the six months period ended June 30, 2009 was $4,630. Unsuccessful patent and trademark application costs are expense at the time the application is denied. Through the issuance of 40,000,000 restricted common shares valued at $10,000, the Company acquired exclusive license rights to the Intangibles which consist of a website and the Ignition trademarks. Through the issuance of 700,000 restricted common shares valued at $350,000 and $63,000 cash, the Company acquired the Intangibles of icelounge.com, Inc. which consist of a website, databases and proprietary software. In accordance with SFAS No. 142, "Goodwill and Other Intangible Assets," purchased intangibles with finite lives are amortized and reviewed for impairment on an annual basis, which is completed during the fourth quarters of 2008 and 2007 and no impairment was recognized. The useful lives of the Intangibles have been determined by management based upon the expected use of the asset by the Company which is determined to be 5 and 10 years. The Company recognizes amortization of the Intangibles on a monthly basis. Management assesses the carrying values of long-lived 10 assets for impairment when circumstances warrant such a review. In performing this assessment, management considers current market analysis and appraisal of the technology, along with estimates of future cash flows. The Company recognizes impairment losses when undiscounted cash flows estimated to be generated from long-lived assets are less than the amount of unamortized assets. There were no unsuccessful and abandoned patents and trademarks expensed in 2009. Note 7. Accrued Compensation The Company has several employment agreements with its officers and directors. Until the Company has sufficient funds to satisfy the outstanding debt, the Company will continue to accrue unpaid compensation on a quarter basis. As of June 30, 2009, the accrued compensation balance was $439,493. 11 PART I This Interim Report on Form 10-Q contains forward-looking statements that have been made pursuant to the provisions of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995 and concern matters that involve risks and uncertainties that could cause actual results to differ materially from historical results or from those projected in the forward-looking statements. Discussions containing forward-looking statements may be found in the material set forth under "Business," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and in other sections of this Form 10-Q. Words such as "may," "will," "should," "could," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential," "continue" or similar words are intended to identify forward-looking statements, although not all forward-looking statements contain these words. Although we believe that our opinions and expectations reflected in the forward-looking statements are reasonable as of the date of this Report, we cannot guarantee future results, levels of activity, performance or achievements, and our actual results may differ substantially from the views and expectations set forth in this Interim Report on Form 10-Q. We expressly disclaim any intent or obligation to update any forward- looking statements after the date hereof to conform such statements to actual results or to changes in our opinions or expectations. Readers should carefully review and consider the various disclosures made by us in this Report, set forth in detail in Part I, under the heading "Risk Factors," as well as those additional risks described in other documents we file from time to time with the Securities and Exchange Commission, which attempt to advise interested parties of the risks, uncertainties, and other factors that affect our business. We undertake no obligation to publicly release the results of any revisions to any forward-looking statements to reflect anticipated or unanticipated events or circumstances occurring after the date of such statements. 12 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and notes thereto and the other financial information included elsewhere in this report. Certain statements contained in this report, including, without limitation, statements containing the words "believes," "anticipates," "expects" and words of similar import, constitute "forward looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks and uncertainties. Our actual results may differ materially from those anticipated in these forward- looking statements as a result of certain factors, including our ability to create, sustain, manage or forecast our growth; our ability to attract and retain key personnel; changes in our business strategy or development plans; competition; business disruptions; adverse publicity; and international, national and local general economic and market conditions. Overview The Company does not currently engage in any business activities that provide significant cash flow. The Company is currently in the development stage. Results of Operations for the six months period ended June 30, 2009. Revenue. There was $8,865 revenue for the six months period ended June 30, 2009. Operating Expenses. For the six months period ended June 30, 2009, the company has total operating expenses of $16,408. Net Loss. The net loss for the six months period ended June 30, 2009 was $5,593. 13 Liquidity and Financial Resources The Company remains in the development stage under the new management. Operations were financed through proceeds from sales and the issuance of equity and loans from directors. The Company's financial statements are presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. At June 30, 2009, we have been unsuccessful in our efforts to raise additional capital to meet our plan of operation. At the present time, and over the next twelve months, our primary focus will be to explore various methods for raising additional funds and seeking profitable ventures. Item 3. Quantitative and Qualitative Disclosures About Market Risk. The Company does not hold any derivatives or investments that are subject to market risks. The carrying values of any financial instruments, approximate fair value as of those dates because of relatively short-term maturity of these instruments which eliminates any potential market risk associated with such instruments. Item 4. Controls and Procedures. The Company's Chief Executive Officer and its Chief Financial Officer are primarily responsible for the accuracy of the financial information that is presented in this quarterly Report. These officers have as of the close of the period covered by this Quarterly Report, evaluated the Company's disclosure controls and procedures (as defined in Rules 13a-4c and 15d-14c promulgated under the Securities Exchange Act of 1934 and determined that such controls and procedures were effective in ensuring that material information relating to the Company was made known to them during the period covered by this Quarterly Report. There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d- 15(f) under the Exchange Act) during the third quarter of our 2009 fiscal year that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 14 PART II Item 1. Legal Proceedings. Not available. Item 1A. Risk Factors As the Company has no recent operating history and little revenue under the new management, there is a risk that we will be unable to continue as a going concern and consummate a business combination. We will, in all likelihood, sustain operating expenses without corresponding revenues, at least until the consummation of a business combination. This may result in our incurring a net operating loss that will increase continuously until we can consummate a business combination with a profitable business opportunity. We cannot assure you that we can identify a suitable business opportunity and consummate a business combination. FUTURE SUCCESS IS HIGHLY DEPENDENT ON THE ABILITY OF MANAGEMENT TO LOCATE AND ATTRACT A SUITABLE ACQUISITION. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. None. Item 3. Defaults Upon Senior Securities. Not Applicable. Item 4. Submission of Matters to a Vote of Security Holders. Not Applicable. Item 5. Other Information. None 15 Item 6. Exhibits 31.1 Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith. 31.2 Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith. 32.1 Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith. 32.1 Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith. SIGNATURES In accordance with 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. Dated: February 17, 2010 Associated Media Holdings Inc By: /S/ Brian Stewart Brian Stewart Chief Executive Officer & Director By: /S/ Samantha Roberts Samantha Roberts Chief Financial Officer 16