ITEM
1. FINANCIAL STATEMENTS
The
accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in
the United States of America and the rules of the Securities and Exchange Commission (“
SEC
”), and should be
read in conjunction with the audited financial statements and notes thereto contained in our company’s annual report on
Form 10-K filed with the SEC on August 13, 2015. In the opinion of management, all adjustments, consisting of normal recurring
adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have
been reflected herein. The results of operations for the periods presented are not necessarily indicative of the results to be
expected for the full year ended April 30, 2016.
NEW
MEDIA INSIGHT GROUP, INC.
CONDENSED
BALANCE SHEETS
|
|
October 31, 2015
|
|
|
April 30, 2015
|
|
|
|
|
(unaudited)
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
734
|
|
|
$
|
15,056
|
|
Total current assets
|
|
|
734
|
|
|
|
15,056
|
|
|
|
|
|
|
|
|
|
|
Property and equipment, net
|
|
|
1,051
|
|
|
|
1,237
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
$
|
1,785
|
|
|
$
|
16,293
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses
|
|
$
|
40,828
|
|
|
$
|
18,171
|
|
Due to related party
|
|
|
24,000
|
|
|
|
8,632
|
|
Convertible promissory note
|
|
|
50,500
|
|
|
|
60,500
|
|
Derivative liabilities
|
|
|
1,315,730
|
|
|
|
1,768,464
|
|
Total current liabilities
|
|
|
1,431,058
|
|
|
|
1,855,767
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ deficit:
|
|
|
|
|
|
|
|
|
Preferred stock, $0.001 par value; 25,000,000 shares authorized, none issued and outstanding
|
|
|
-
|
|
|
|
-
|
|
Common stock, $0.001 par value, 850,000,000 shares authorized, 31,099,267 and 29,768,750 shares issued and outstanding as of October 31, 2015 and April 30, 2015, respectively
|
|
|
31,099
|
|
|
|
29,769
|
|
Additional paid in capital
|
|
|
(634,186
|
)
|
|
|
(721,984
|
)
|
Accumulated deficit
|
|
|
(826,186
|
)
|
|
|
(1,147,259
|
)
|
Total stockholders’ deficit
|
|
|
(1,429,273
|
)
|
|
|
(1,839,474
|
)
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders’ deficit
|
|
$
|
1,785
|
|
|
$
|
16,293
|
|
The
accompanying notes are an integral part of these unaudited condensed financial statements
NEW
MEDIA INSIGHT GROUP, INC.
CONDENSED
STATEMENTS OF OPERATIONS
(unaudited)
|
|
Three months ended October 31,
|
|
|
Six months ended October 31,
|
|
|
|
2015
|
|
|
2014
|
|
|
2015
|
|
|
2014
|
|
REVENUES
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative
|
|
|
27,274
|
|
|
|
79,728
|
|
|
|
54,349
|
|
|
|
149,015
|
|
Depreciation and amortization
|
|
|
93
|
|
|
|
25,133
|
|
|
|
186
|
|
|
|
50,265
|
|
Total operating expenses
|
|
|
27,367
|
|
|
|
104,861
|
|
|
|
54,535
|
|
|
|
199,280
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss from operations
|
|
|
(27,367
|
)
|
|
|
(104,861
|
)
|
|
|
(54,535
|
)
|
|
|
(199,280
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME (EXPENSES):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(136,160
|
)
|
|
|
-
|
|
|
|
(138,050
|
)
|
|
|
-
|
|
Change in fair value of derivative liabilities
|
|
|
320,076
|
|
|
|
-
|
|
|
|
513,658
|
|
|
|
-
|
|
Total other income (expense)
|
|
|
183,916
|
|
|
|
-
|
|
|
|
375,608
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME (LOSS)
|
|
$
|
156,549
|
|
|
$
|
(104,861
|
)
|
|
$
|
321,073
|
|
|
$
|
(199,280
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic income (loss) per common share
|
|
$
|
0.01
|
|
|
$
|
(0.00
|
)
|
|
$
|
0.01
|
|
|
$
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted income (loss) per common share
|
|
$
|
0.00
|
|
|
$
|
(0.00
|
)
|
|
$
|
0.00
|
|
|
$
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding-basic
|
|
|
30,485,994
|
|
|
|
29,768,750
|
|
|
|
30,570,281
|
|
|
|
29,768,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding-diluted
|
|
|
226,436,782
|
|
|
|
29,768,750
|
|
|
|
226,521,069
|
|
|
|
29,768,750
|
|
The
accompanying notes are an integral part of these unaudited condensed financial statements
NEW
MEDIA INSIGHT GROUP, INC.
CONDENSED
STATEMENT OF STOCKHOLDERS’ DEFICIT
FOR
THE SIX MONTHS ENDED OCTOBER 31, 2015
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
|
|
|
|
Preferred stock
|
|
|
Common stock
|
|
|
Paid in
|
|
|
Accumulated
|
|
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Deficit
|
|
|
Total
|
|
Balance, April 30, 2014
|
|
|
-
|
|
|
$
|
-
|
|
|
|
29,768,750
|
|
|
$
|
29,769
|
|
|
$
|
1,159,609
|
|
|
$
|
(911,471
|
)
|
|
$
|
277,907
|
|
Derivative liability
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,881,593
|
)
|
|
|
-
|
|
|
|
(1,881,593
|
)
|
Net loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(235,788
|
)
|
|
|
(235,788
|
)
|
Balance, April 30, 2015
|
|
|
-
|
|
|
$
|
-
|
|
|
|
29,768,750
|
|
|
$
|
29,769
|
|
|
$
|
(721,984
|
)
|
|
$
|
(1,147,259
|
)
|
|
$
|
(1,839,474
|
)
|
Common stock issued in as commitment fees
|
|
|
-
|
|
|
|
-
|
|
|
|
531,368
|
|
|
|
531
|
|
|
|
63,180
|
|
|
|
-
|
|
|
|
63,711
|
|
Common stock issued in settlement of convertible debt
|
|
|
-
|
|
|
|
-
|
|
|
|
666,667
|
|
|
|
667
|
|
|
|
19,333
|
|
|
|
-
|
|
|
|
20,000
|
|
Sale of common stock
|
|
|
-
|
|
|
|
-
|
|
|
|
132,482
|
|
|
|
132
|
|
|
|
5,285
|
|
|
|
-
|
|
|
|
5,417
|
|
Net income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
321,073
|
|
|
|
321,073
|
|
Balance, October 31, 2015
|
|
|
-
|
|
|
$
|
-
|
|
|
|
31,099,267
|
|
|
$
|
31,099
|
|
|
$
|
(634,186
|
)
|
|
$
|
(826,186
|
)
|
|
$
|
(1,429,273
|
)
|
The
accompanying notes are an integral part of these unaudited condensed financial statements
NEW
MEDIA INSIGHT GROUP, INC.
CONDENSED
STATEMENTS OF CASH FLOWS
(unaudited)
|
|
Six months ended October 31,
|
|
|
|
2015
|
|
|
2014
|
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Net income (loss) for the period
|
|
$
|
321,073
|
|
|
$
|
(199,280
|
)
|
Adjustments to reconcile net income (loss) to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
186
|
|
|
|
50,265
|
|
Amortization of debt discounts
|
|
|
70,924
|
|
|
|
-
|
|
Common stock issued as commitment fee
|
|
|
63,711
|
|
|
|
-
|
|
Change in fair value of derivative liabilities
|
|
|
(513,658
|
)
|
|
|
-
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses
|
|
|
22,657
|
|
|
|
(5,029
|
)
|
Net cash used in operating activities
|
|
|
(35,107
|
)
|
|
|
(154,044
|
)
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Advances from (payments to) related party
|
|
|
15,368
|
|
|
|
(4,321
|
)
|
Sale of common stock
|
|
|
5,417
|
|
|
|
-
|
|
Net cash provided by (used in) financing activities
|
|
|
20,785
|
|
|
|
(4,321
|
)
|
|
|
|
|
|
|
|
|
|
Net decrease in cash
|
|
|
(14,322
|
)
|
|
|
(158,365
|
)
|
|
|
|
|
|
|
|
|
|
Cash-beginning of period
|
|
|
15,056
|
|
|
|
210,099
|
|
Cash-end of period
|
|
$
|
734
|
|
|
$
|
51,734
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
|
|
|
|
|
|
|
|
|
Interest paid
|
|
$
|
-
|
|
|
$
|
-
|
|
Income taxes paid
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
Non-cash investing and financing activities:
|
|
|
|
|
|
|
|
|
Common stock issued in settlement of convertible note payable
|
|
$
|
3,734
|
|
|
$
|
-
|
|
The
accompanying notes are an integral part of these unaudited condensed financial statements
NEW
MEDIA INSIGHT GROUP, INC.
NOTES
TO THE CONDENSED FINANCIAL STATEMENTS
OCTOBER
31, 2015
(unaudited)
NOTE
1. ORGANIZATION AND DESCRIPTION OF BUSINESS
New
Media Insight Group, Inc. (the “Company”) was incorporated on March 29, 2010 in the State of Nevada, U.S.A. Our fiscal
year end is April 30. Our administrative offices are located in Cave Creek, AZ.
The
Company is a pre revenue stage company and operates as an internet marketing business providing clients with the latest in new
media and mobile / smart phone payment and advertising solutions. The Company is continuing to pursue and expand upon the same
business; however, it is in the process of significantly enhancing its product and service offering and is developing new and
proprietary technology in the area of mobile payments and online monetization. The Company intends to specialize in developing
Internet and mobile marketing, loyalty, and communication solutions. The Company’s mission is to help local merchants connect,
communicate and transact with their customers in a more effective way.
The
Company has devoted substantially all of its efforts to raising capital, planning and implementing the principal operations. The
Company may continue to incur significant operating losses and to generate negative cash flow from operating activities. The Company’s
ability to eliminate operating losses and to generate positive cash flow from operations in the future will depend upon a variety
of factors, many of which it is unable to control.
NOTE
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Interim
Financial Statements
The
interim financial information referred to above has been prepared and presented in conformity with accounting principles generally
accepted in the United States of America (GAAP) applicable to interim financial information and with the instructions to Form
10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for
complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. For further information regarding the Company’s significant accounting
policies, refer to the audited financial statements and footnotes thereto included in the Company’s Annual Report on Form
10-K for the year ended April 30, 2015 filed with the Securities and Exchange Commission on August 13, 2015.
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 amount of revenues and expenses during the reporting period. Actual results could differ from those
estimates. The Company’s periodic filings with the Securities and Exchange Commission include, where applicable, disclosures
of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company.
NEW
MEDIA INSIGHT GROUP, INC.
NOTES
TO THE CONDENSED FINANCIAL STATEMENTS
OCTOBER
31, 2015
(unaudited)
Recent
Accounting Pronouncements
There
are various updates recently issued, most of which represented technical corrections to the accounting literature or application
to specific industries and are not expected to a have a material impact on the Company’s financial position, results of
operations or cash flows.
NOTE
3. GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS
As
of October 31, 2015, the Company had cash of $734 and working capital deficit (current liabilities in excess of current assets)
of $1,430,324. During the six months ended October 31, 2015, the Company used net cash in operating activities of $35,107. These
conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management believes that
the Company does not have sufficient funds to meet its funding requirements.
The
Company’s primary source of operating funds since inception has been cash proceeds from private placements of common stock,
notes payable and from advances from related parties. The Company has experienced net losses and negative cash flows from operations
since inception and expects these conditions to continue for the foreseeable future. The Company has stockholders’ deficiencies
at October 31, 2015 and requires additional financing to fund future operations. Further, the Company does not have any commercial
products available for sale and there is no assurance that if approval of their products is received that the Company will be
able to generate cash flow to fund operations.
Accordingly,
the accompanying condensed financial statements have been prepared in conformity with GAAP, which contemplates continuation of
the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business.
The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable
or settlement values. The condensed financial statements do not include any adjustment that might result from the outcome of this
uncertainty.
NOTE
4. CAPITAL STOCK
Authorized
Stock
The
Company has authorized 850,000,000 common shares and 25,000,000 preferred shares, both with a par value of $0.001 per share. Each
common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation
is sought.
Share
Issuance
On
December 10, 2014, the Company entered into an equity purchase agreement with Premier Venture Partners. Pursuant to the terms
of the Equity Purchase Agreement, Premier Venture committed to purchase up to $2,000,000 of our common stock during the Open Period.
From time to time during the Open Period, the Company may deliver a drawdown notice to Premier Venture which states the dollar
amount that the Company intends to sell to Premier Venture on a date specified in the put notice (the “
Put Notice
”).
The maximum investment amount per notice shall not exceed the lesser of (i) 200% of the average daily trading volume of our common
stock on the five trading days prior to the day the Put Notice is received by Premier Venture and (ii) 110% of any previous put
amount during the maximum thirty-six (36) month period (however the amount for the preceding (ii) shall never be less than 70,000
shares). The total purchase price to be paid, in connection to the Put Notice, by Premier Venture shall be calculated at a thirty
percent (30%) discount to the lowest individual daily volume weighted average price of the common stock of our company during
such trading day (“
VWAP
”) of during the five (5) consecutive trading days immediately after the applicable
date of the Put Notice, notwithstanding certain provisions pursuant to the Equity Purchase Agreement, less six hundred dollars
($600).
NEW
MEDIA INSIGHT GROUP, INC.
NOTES
TO THE CONDENSED FINANCIAL STATEMENTS
OCTOBER
31, 2015
(unaudited)
The
Company registered 16,397,960 shares in accordance with a certain Registration Rights Agreement and Equity Purchase Agreement,
each dated December 10, 2014. The percentage of the total outstanding common stock registered for resale by the selling security
holders was 35.5%, based on the 46,116,621 common shares outstanding as of October 31, 2015.
In
consideration for the execution and delivery of the Equity Purchase Agreement by Premier Venture, during the six months ended
October 31, 2016, the Company issued Premier Venture 71,429 shares of common stock as initial commitment and 459,939 shares of
common stock as additional commitment.
On
May 1, 2015, the Board of Directors authorized the issuance of 37,056 shares of common stock for cash of $1,816. The shares are
fully paid for and non-assessable and are being issued pursuant to the equity purchase agreement with the Premier Venture Partners,
LLC dated December 10, 2014 and the 1st Put Notice dated May 1, 2015.
On
May 8, 2015, the Board of Directors authorized the issuance of 37,336 shares of common stock for cash of $1,568. The shares are
fully paid for and non-assessable and are being issued pursuant to the equity purchase agreement with the Premier Venture Partners,
LLC dated December 10, 2014 and the 2nd Put Notice dated May 8, 2015.
On
June 3, 2015, the Board of Directors authorized the issuance of 58,090 shares of common stock for cash of $2,033. The shares are
fully paid for and non-assessable and are being issued pursuant to the equity purchase agreement with the Premier Venture Partners,
LLC dated December 10, 2014 and the 3rd Put Notice dated June 3, 2015.
On
October 12, 2015, the Company issued 666,667 shares of its common stock in settlement of $10,000 of convertible notes payable.
There
were 31,099,267 and 29,768,750 common shares issued and outstanding at October 31, 2015 and April 30, 2015, respectively. There
are no preferred shares outstanding.
NOTE
5. PROPERTY AND EQUIPMENT
The
following table summarizes the property and equipment.
|
|
October 31, 2015
|
|
|
April 30, 2015
|
|
Property and equipment
|
|
$
|
2,079
|
|
|
$
|
2,079
|
|
Accumulated depreciation
|
|
|
(1,144
|
)
|
|
|
(842
|
)
|
|
|
$
|
1,051
|
|
|
$
|
1,237
|
|
During
the three and six months ended October 31, 2015, the depreciation was $93 and $186, respectively.
During
the three and six months ended October 31, 2014, the depreciation was $133 and $265, respectively.
NEW
MEDIA INSIGHT GROUP, INC.
NOTES
TO THE CONDENSED FINANCIAL STATEMENTS
OCTOBER
31, 2015
(unaudited)
NOTE
6. OPTIONS
The
options have been granted in conjunction with an employment agreement. The following table summarizes the options at October 31,
2015
Exercise
Prices
|
|
|
Number
of Stock
Options
Outstanding
|
|
|
Weighted
Average
Remaining
Contractual
Life (Years)
|
|
|
Weighted
Average
Exercise
Price
|
|
|
Actual
Number
Exercisable
|
|
|
Weighted
Average
Exercise Price
|
|
$
|
0.75
|
|
|
|
2,013,500
|
|
|
|
1.63
|
|
|
$
|
0.75
|
|
|
|
504,500
|
|
|
$
|
0.75
|
|
|
|
|
|
|
2,013,500
|
|
|
|
1.63
|
|
|
$
|
0.75
|
|
|
|
504,500
|
|
|
$
|
0.75
|
|
Transactions
involving the Company’s option issuance are summarized as follows:
|
|
Number of
Stock Options
|
|
|
Weighted
Average Price
Per Share
|
|
Outstanding at April 30, 2015
|
|
|
2,013,500
|
|
|
$
|
0.75
|
|
Granted
|
|
|
-
|
|
|
|
-
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
Cancel or expired
|
|
|
-
|
|
|
|
-
|
|
Outstanding at October 31, 2015
|
|
|
2,013,500
|
|
|
$
|
0.75
|
|
Options yet to be vested
|
|
|
1,509,000
|
|
|
|
|
|
Options vested at October 31, 2015
|
|
|
504,500
|
|
|
|
|
|
NOTE
7. WARRANTS
The
warrants were issued in conjunction with certain common stock offerings. Transactions involving the Company’s warrants issuance
are summarized as follows:
|
|
Number of
Warrants
|
|
|
Weighted
Average Price
Per Share
|
|
Outstanding at April 30, 2015
|
|
|
1,100,000
|
|
|
$
|
1.00
|
|
Granted
|
|
|
-
|
|
|
|
-
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
Cancel or expired
|
|
|
(1,100,000
|
)
|
|
$
|
1.00
|
|
Outstanding at October 31, 2015
|
|
|
-
|
|
|
|
-
|
|
NEW
MEDIA INSIGHT GROUP, INC.
NOTES
TO THE CONDENSED FINANCIAL STATEMENTS
OCTOBER
31, 2015
(unaudited)
NOTE
8. DERIVATIVE LIABILITY
The
Company reviews the terms of equity purchase agreements and the terms of convertible debt issues to determine whether there are
embedded derivative instruments, including embedded conversion options, which are required to be bifurcated and accounted for
separately as derivative financial instruments. In circumstances where the host instrument contains more than one embedded derivative
instrument, including the conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted
for as a single, compound derivative instrument Bifurcated embedded derivatives are initially recorded at fair value and are then
revalued at each reporting date with changes in the fair value reported as non-operating income or expense. When the equity or
convertible debt instruments contain embedded derivative instruments that are to be bifurcated and accounted for as liabilities,
the total proceeds received are first allocated to the fair value of all the bifurcated derivative instruments. The remaining
proceeds, if any, are then allocated to the host instruments themselves, usually resulting in those instruments being recorded
at a discount from their face value. The discount from the face value of the convertible debt, together with the stated interest
on the instrument, is amortized over the life of the instrument through periodic charges to interest expense, using the effective
interest method.
Equity
Purchase Agreement with Premier Venture Partners
On
December 10, 2014, the Company entered into an equity purchase agreement with Premier Venture Partners. Pursuant to the terms
of the Equity Purchase Agreement, Premier Venture committed to purchase up to $2,000,000 of our common stock during the Open Period.
From time to time during the Open Period, the Company may deliver a drawdown notice to Premier Venture which states the dollar
amount that the Company intends to sell to Premier Venture on a date specified in the put notice (the “Put Notice”).
The maximum investment amount per notice shall not exceed the lesser of (i) 200% of the average daily trading volume of our common
stock on the five trading days prior to the day the Put Notice is received by Premier Venture and (ii) 110% of any previous put
amount during the maximum thirty-six (36) month period (however the amount for the preceding (ii) shall never be less than 70,000
shares). The total purchase price to be paid, in connection to the Put Notice, by Premier Venture shall be calculated at a thirty
percent (30%) discount to the lowest individual daily volume weighted average price of the common stock of our company during
such trading day (“VWAP”) of during the five (5) consecutive trading days immediately after the applicable date of
the Put Notice, notwithstanding certain provisions pursuant to the Equity Purchase Agreement, less six hundred dollars ($600).
There
is a derivative in the Equity Purchase Agreement. The Company evaluated the terms of the conversion features of the equity purchase
agreement in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity’s Own Stock and determined
it is indexed to the Company’s common stock and that the conversion features meet the definition of a liability and therefore
bifurcated the conversion feature and accounted for it as a separate derivative liability.
The
Company used the following Black-Scholes assumptions in arriving at the fair value of this derivative.
Stock
price
|
$0.015
|
Expected
term
|
0.11
year
|
Expected
volatility
|
243.7%
|
Risk
free interest rate
|
0.01%
|
Dividend
yield
|
0
|
NEW
MEDIA INSIGHT GROUP, INC.
NOTES
TO THE CONDENSED FINANCIAL STATEMENTS
OCTOBER
31, 2015
(unaudited)
The
continuity schedule of this derivative is as follows:
Balance -April 30, 2015
|
|
$
|
1,768,464
|
|
Fair Value Adjustment
|
|
|
(514,043
|
)
|
Balance – October 31, 2015
|
|
$
|
1,254,421
|
|
Convertible
Promissory Note with Iconic Holdings
On
April 9, 2015, we entered in a note purchase agreement with Iconic Holdings, LLC (“Iconic”). Pursuant to this agreement,
we sold a convertible promissory note representing the sum of $60,500 to Iconic for $50,000 in cash, $5,000 for due diligence
services, and $5,500 as an original issue discount. The note is due April 9, 2016, carries 10% interest per annum and may be converting
into common shares of our company at a conversion price of 60% of the lowest trading price of our common stock during the 15 consecutive
trading days prior to the date on which holder elects to convert all or part of the note.
There
is a derivative in the loan agreement. Because the warrant values exceeded the note values after the beneficial conversion feature
discount, the warrants have been bifurcated out and recorded separately. The initial value was the fair value less the fair value
of the debt discount. The difference between the amortized fair value and the revalued fair value at each reporting period is
recorded as a derivative liability. This derivative liability will change every reporting period based on the current market conditions.
The
Company used the following Black-Scholes assumptions in arriving at the fair value of the derivative.
Stock
price
|
$0.015
|
Expected
term
|
0.44
year
|
Expected
volatility
|
243.7%
|
Risk
free interest rate
|
0.23%
|
Dividend
yield
|
0
|
The
continuity schedule of this derivative is as follows:
Balance -April 30, 2015
|
|
$
|
-
|
|
Derivative Liability
|
|
|
70,924
|
|
Transfer to (from) due to conversion of note payable
|
|
|
(10,000
|
)
|
Fair Value Adjustment
|
|
|
385
|
|
Balance – October 31, 2015
|
|
$
|
61,309
|
|
NOTE
9. DUE TO RELATED PARTY
As
at October 31, 2015 and April 30, 2015, the Company was obligated to a director, who is also an officer, for a non-interest bearing
demand loan with a balance of $24,000 and $8,632, respectively. Interest is immaterial.
NEW
MEDIA INSIGHT GROUP, INC.
NOTES
TO THE CONDENSED FINANCIAL STATEMENTS
OCTOBER
31, 2015
(unaudited)
NOTE
10. SUBSEQUENT EVENTS
On
June 2, 2016, the Company entered into an investment agreement (the “Investment Agreement”) with Atlanta Capital Partners,
LLC (“ACP”), Summit Trading Ltd. (“Summit”) and Leone Group, LLC (“Leone” and collectively
with ACP and Summit, the “Investors”). Pursuant to the terms of the Investment Agreement, the Investors agreed to
provide funds to the Company on an as needed basis and as requested by the Company, of no more than $50,000. Such funds may be
used by the Company for transfer agent, accounting and auditing costs and fees associated with application and approval of quotation
on the OTC Pink market. No funds may be used for payments to related parties or for payments to Iconic Holdings, LLC (“Iconic”).
Pursuant to the terms of the Investment Agreement, of these funds, $5,000 will be provided upon completion of the audit of the
Company’s financial statements for the most recently completed fiscal year, together with receipt by the Company of a final
audit report by the auditor.
Each
investment will be apportioned pro rata among the Investors and the obligations of each of the Investors under the Investment
Agreement are several and not joint. Each investment will be evidenced by a convertible promissory note issued by the Company
to the Investor making the investment. Each note will bear interest at a rate of 10% and will convert, at any time, at the Investor’s
option, at a conversion rate equal to 50% of the lowest trading price of the Company’s common stock during the five days
prior to such notice of conversion.
Effectiveness
of the Investment Agreement and the parties’ obligations thereunder are conditioned upon, among other things, entry into
subscription agreements relating to the Company Sales (as defined below), execution of the Debt Settlement Agreement (as defined
below), and execution of stock purchase agreements relating to the Palethorpe Sales (as defined below). Such additional agreements
closed on August 9, 2016.
On
June 2, 2016, the Company entered into a debt settlement agreement (the “Debt Settlement Agreement”) with Mr. Palethorpe,
pursuant to which the Company and Mr. Palethorpe agreed to settle certain outstanding debt owed to Mr. Palethorpe by the Company
for services previously provided by Mr. Palethorpe to the Company. The Company agreed to (i) pay Mr. Palethorpe $2,800 in cash
on the closing date (the “Closing Date”), (ii) pay Mr. Palethorpe $5,000.00 upon the completion of the audit of the
Company’s financial statements for the most recently completed fiscal year, together with the receipt by the Company of
a final audit report by the auditor, and (iii) issue to Mr. Palethorpe 3,500,000 shares of Company common stock on the Closing
Date. The Debt Settlement Agreement was effective as of the closing of the various other agreements herein described on August
8, 2016.
Effective
August 9, 2016, Michael Palethorpe, the Company’s President, Chief Executive Officer, Secretary, Treasurer, sole director
and majority stockholder, sold to each of ACP, an entity wholly owned by David Kugelman, the Company’s temporary Chief Financial
Officer, Leone and Summit 5,666,666 shares of Company common stock in exchange for payment of $566.67 ($1,700 in the aggregate)
to Mr. Palethorpe (collectively, the “Palethorpe Sales”). Each of ACP, Leone and Summit used his or its personal funds
for such stock purchases. The Palethorpe Sales resulted in a change of control of the Company. As a result of the Palethorpe Sales,
each of ACP, Leone and Summit owned approximately 18.2% of the Company’s outstanding common stock, based on 31,099,267 shares
outstanding.
In
addition, effective August 8, 2016:
(i)
Each of ACP, Leone and Summit purchased from the Company 933,334 shares in exchange for payment of $934.00 ($2,802 in the aggregate)
to the Company (the “KLS Sales”),
(ii)
Iconic Holdings, LLC (“Iconic”) purchased from the Company 1,500,000 shares in exchange for payment of $1,500.00 to
the Company (the “Iconic Sale”), and
(iii)
Mr. Palethorpe purchased from the Company 3,500,000 shares valued at $3,500.00 (collectively with the KLS Sales and the Iconic
Sale, the “Company Sales”).
NEW
MEDIA INSIGHT GROUP, INC.
NOTES
TO THE CONDENSED FINANCIAL STATEMENTS
OCTOBER
31, 2015
(unaudited)
After
giving effect to the Palethorpe Sales and the Company Sales, there were 38,899,269 shares of Company common stock outstanding
and (i) each of ACP, Leone and Summit owned 6,600,000 shares of Company common stock, representing approximately 17.0% of the
Company’s outstanding common stock, (ii) Iconic owned 1,500,000 shares of Company common stock, representing approximately
3.9% of the Company’s outstanding common stock, and (iii) Mr. Palethorpe owned 3,500,002 shares of Company common stock
representing approximately 9.0% of the Company’s outstanding common stock.
On
August 8, 2016, Mr. Palethorpe resigned as Chief Financial Officer of the Company. Mr. Palethorpe retained the titles of President,
Chief Executive Officer, Secretary and Treasurer and remained a member of the Company’s board of directors. Mr. Palethorpe
agreed to retain his officer positions with the Company for a period not to exceed six months from the closing date of the Palethorpe
Sales. Also on August 8, 2016, the Company appointed Kugelman as the Company’s temporary Chief Financial Officer.
On
August 12, 2016, the Company sold 2,800,002 shares of its common stock for net proceeds of $2,800, issued 1,500,000 of its common
stock for services valued at $7,500 and 3,500,000 shares of its common stock in settlement of its related party loans due of $16,713.
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking
Statements
Except
for historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements involve risks and uncertainties,
including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses.
Such forward-looking statements include, among others, those statements including the words “expects,” “anticipates,”
“intends,” “believes” and similar language. Our actual results may differ significantly from those projected
in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to,
those discussed herein as well as in the “Risk Factors” section in our annual report on Form 10-K, as filed on August
13, 2015. You should carefully review the risks described in our annual report on Form 10-K and in other documents we file from
time to time with the Securities and Exchange Commission. You are cautioned not to place undue reliance on the forward-looking
statements, which speak only as of the date of this report. We undertake no obligation to publicly release any revisions to the
forward-looking statements or reflect events or circumstances after the date of this document.
Although
we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are
a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.
All
references in this quarterly report on Form 10-Q to “company”, “we”, “us”, or “our”
are to New Media Insight Group, Inc.
General
Overview
Effective
April 7, 2014, we effected a 1-for-2 reverse split of our company’s shares of common stock (the “Reverse Split”)
and decreased our authorized shares to 850,000,000 shares of common stock. Our trading symbol is “NMED”. Our new CUSIP
number is 64704U 306.
Throughout
this quarterly report on Form 10-Q, each instance that refers to a number of shares of our common stock, refers to the number
of shares of common stock after giving effect to the Reverse Split, unless otherwise indicated.
Our
company is continuing to pursue and expand upon the same business however is in the process of significantly enhancing its product
and service offering and is developing new and proprietary technology in the area of mobile payments and online monetization.
Our company is a development stage company and operates as an internet marketing business providing clients with the latest in
new media and mobile / smart phone advertising solutions. We will specialize in developing mobile marketing, loyalty, and communication
solutions. Our company’s mission is to help local merchants connect, communicate and transact with their customers in a
more effective way.
Effective
September 1, 2013, our company entered into an exclusive agency agreement with Paywith Worldwide Inc., pursuant to which our company
will market a new and revolutionary product called mCards (mobile cards) throughout the entire United States with exclusivity
and ownership in the following territories; Arizona, Colorado, Nevada, Oregon, Utah and Washington. Pursuant to the agreement,
our company will generate revenue associated with every mCard transaction that takes place using the mCardNetwork. Under the agreement,
our company has not achieved its obligations to Paywith, but will continue its efforts to sign merchant agreements. Discussions
with Paywith are ongoing in a solid relationship. Our company has paid $150,000 to Paywith for the exclusive rights mentioned
above.
On
December 10, 2014, we entered into an equity purchase agreement with Premier Venture Partners (“Premiere”), pursuant
to which we agreed to sell to Premier an indeterminate number of shares of our common stock, up to an aggregate purchase price
of $2,000,000. On February 25, 2015, we amended the equity purchase agreement such that it terminates upon the occurrence of a
material adverse effect, as defined in the equity purchase agreement.
On
April 9, 2015, we entered in a note purchase agreement with Iconic Holdings, LLC (“
Iconic
”). Pursuant to this
agreement, we sold a convertible promissory note representing the sum of $60,500 to Iconic for $50,000 in cash, $5,000 for due
diligence services, and $5,500 as an original issue discount. The note is due April 9, 2016 , carries 10% interest per annum
and may be converting into common shares of our company at a conversion price of 60% of the lowest trading price of our common
stock during the 15 consecutive trading days prior to the date on which holder elects to convert all or part of the note.
On
May 12, 2015, we entered acquisition talks with a sales agency in Canada. If the acquisition goes through they would provide a
significant boost in sales in Canada and the USA. Acquisition talks have continued and progress has been made, however no agreement
has been reached at this time.
On
June 2, 2016, the Company entered into an investment agreement (the “Investment Agreement”) with Atlanta Capital Partners,
LLC (“ACP”), Summit Trading Ltd. (“Summit”) and Leone Group, LLC (“Leone” and collectively
with ACP and Summit, the “Investors”). Pursuant to the terms of the Investment Agreement, the Investors agreed to
provide funds to the Company on an as needed basis and as requested by the Company, of no more than $50,000. Such funds may be
used by the Company for transfer agent, accounting and auditing costs and fees associated with application and approval of quotation
on the OTC Pink market. No funds may be used for payments to related parties or for payments to Iconic Holdings, LLC (“Iconic”).
Pursuant to the terms of the Investment Agreement, of these funds, $5,000 will be provided upon completion of the audit of the
Company’s financial statements for the most recently completed fiscal year, together with receipt by the Company of a final
audit report by the auditor.
Each
investment will be apportioned pro rata among the Investors and the obligations of each of the Investors under the Investment
Agreement are several and not joint. Each investment will be evidenced by a convertible promissory note issued by the Company
to the Investor making the investment. Each note will bear interest at a rate of 10% and will convert, at any time, at the Investor’s
option, at a conversion rate equal to 50% of the lowest trading price of the Company’s common stock during the five days
prior to such notice of conversion.
Effectiveness
of the Investment Agreement and the parties’ obligations thereunder are conditioned upon, among other things, entry into
subscription agreements relating to the Company Sales (as defined below), execution of the Debt Settlement Agreement (as defined
below), and execution of stock purchase agreements relating to the Palethorpe Sales (as defined below). Such additional agreements
closed on August 9, 2016.
On
June 2, 2016, the Company entered into a debt settlement agreement (the “Debt Settlement Agreement”) with Mr. Palethorpe,
pursuant to which the Company and Mr. Palethorpe agreed to settle certain outstanding debt owed to Mr. Palethorpe by the Company
for services previously provided by Mr. Palethorpe to the Company. The Company agreed to (i) pay Mr. Palethorpe $2,800 in cash
on the closing date (the “Closing Date”), (ii) pay Mr. Palethorpe $5,000.00 upon the completion of the audit of the
Company’s financial statements for the most recently completed fiscal year, together with the receipt by the Company of
a final audit report by the auditor, and (iii) issue to Mr. Palethorpe 3,500,000 shares of Company common stock on the Closing
Date. The Debt Settlement Agreement was effective as of the closing of the various other agreements herein described on August
8, 2016.
Effective
August 9, 2016, Michael Palethorpe, the Company’s President, Chief Executive Officer, Secretary, Treasurer, sole director
and majority stockholder, sold to each of ACP, an entity wholly owned by David Kugelman, the Company’s temporary Chief Financial
Officer, Leone and Summit 5,666,666 shares of Company common stock in exchange for payment of $566.67 ($1,700 in the aggregate)
to Mr. Palethorpe (collectively, the “Palethorpe Sales”). Each of ACP, Leone and Summit used his or its personal funds
for such stock purchases. The Palethorpe Sales resulted in a change of control of the Company. As a result of the Palethorpe Sales,
each of ACP, Leone and Summit owned approximately 18.2% of the Company’s outstanding common stock, based on 31,099,267 shares
outstanding.
In
addition, effective August 8, 2016:
(i)
Each of ACP, Leone and Summit purchased from the Company 933,334 shares in exchange for payment of $934.00 ($2,802 in the aggregate)
to the Company (the “KLS Sales”),
(ii)
Iconic Holdings, LLC (“Iconic”) purchased from the Company 1,500,000 shares in exchange for payment of $1,500.00 to
the Company (the “Iconic Sale”), and
(iii)
Mr. Palethorpe purchased from the Company 3,500,000 shares valued at $3,500.00 (collectively with the KLS Sales and the Iconic
Sale, the “Company Sales”).
After
giving effect to the Palethorpe Sales and the Company Sales, there were 38,899,269 shares of Company common stock outstanding
and (i) each of ACP, Leone and Summit owned 6,600,000 shares of Company common stock, representing approximately 17.0% of the
Company’s outstanding common stock, (ii) Iconic owned 1,500,000 shares of Company common stock, representing approximately
3.9% of the Company’s outstanding common stock, and (iii) Mr. Palethorpe owned 3,500,002 shares of Company common stock
representing approximately 9.0% of the Company’s outstanding common stock.
On
August 8, 2016, Mr. Palethorpe resigned as Chief Financial Officer of the Company. Mr. Palethorpe retained the titles of President,
Chief Executive Officer, Secretary and Treasurer and remained a member of the Company’s board of directors. Mr. Palethorpe
agreed to retain his officer positions with the Company for a period not to exceed six months from the closing date of the Palethorpe
Sales. Also on August 8, 2016, the Company appointed Kugelman as the Company’s temporary Chief Financial Officer.
On
August 12, 2016, the Company sold 2,800,002 shares of its common stock for net proceeds of $2,800, issued 1,500,000 of its common
stock for services valued at $7,500 and 3,500,000 shares of its common stock in settlement of its related party loans due of $16,713 .
Executive
Summary
We
work with local merchants and small and medium sized businesses to help them improve their customer loyalty and attract new customers.
Our unique mobile and social marketing solutions are designed to engage consumers in transacting using their mobile devices. Our
company is virtual in nature, meaning that employees and contractors will primarily work from home, negating the need to retain
formal office space. Our services are highly specialized and focus on mobile payments, mobile / smart phone marketing, mobile
search engine optimization, as well as social media advertising through Twitter, Facebook, Linked-In, and YouTube. Professional
web designers, optimization technicians, and Google AdWord specialists are retained on a contractual basis and as demand requires.
Supporting functions such as creative and graphic design work are also included in our portfolio to better service clients. Another
aspect of our plan is to better educate our clients and empower them to understand and get the best use out of their Internet
marketing spending.
Strategic
Initiatives
Fully
optimized NMIG website
: We are in the late design process to launch our new and fully SEO friendly website . We expect
that the site will be optimized to rank high on Google, Bing, and Yahoo organic searches in the states of Washington, Oregon,
California, Nevada, and Arizona .
Direct
Mail Campaign
: We expect to use direct mail as a key driver for our geographic marketing and exposure campaigns. The purpose
of these campaigns will be to target market merchants and small and medium sized businesses, whose businesses could benefit from
our marketing services and communications technology.
Telemarketing:
We are looking to engage an outside telemarketing agency to help with our lead generation and sales of our services to local
merchants. This organization’s responsibilities will be to reach the manager, owner or decision maker at a merchant location
and set up appointments for one of our representatives to do a more in depth presentation of our services and local marketing
platforms and solutions.
Mobile
/ Smart Phone Advertising
: Our company is deeply involved in an effort to expand our services to include smart phone
marketing. The exponential growth of smart phone use and its related marketing potential is unprecedented, and NMIG is now positioned
to capitalize on this trend. We are looking to engage an outside agency to work with to create an exclusive “Mobile
Application” which our merchants can use as a “Mobile Rewards and Marketing” application. We are currently in
discussions with a number of strong mobile development companies and are in the final stages of selecting our partner for this
initiative.
Results
of Operations
The
following summary of our results of operations should be read in conjunction with our audited financial statements for the year
ended April 30, 2015.
Results
of Operations for the Three Months Ended October 31, 2015 and 2014
We
had no revenues from operations for the three months ended October 31, 2015 and 2014.
We
incurred operating expenses of $27,367 for the three months ended October 31, 2015 compared to $104,861 for the three months ended
October 31, 2014. The decrease is due to fewer consulting fees, travel and other cost in the current period as compared to prior
year, in addition to depreciation and amortization expense of $93 incurred in the current period as compared to $25,133 for the
same period last year.
Our
interest expense was $136,160 for the three months ended October 31, 2015 as compared to $-0- for the same period in 2015. The
current period interest was comprised primarily of debt discounts associated with issued convertible note and common stock issued
as commitment fees for our line of credit.
As
of October 31, 2015, we had outstanding convertible debt and line of credit with variable conversion provisions that had the possibility
of exceeding our common shares authorized when considering the number of possible shares that may be issuable to satisfy these
settlement provisions. As such, we are required to determine the fair value of this derivative and mark to market each reporting
period. For the three months ended October 31, 2015, we incurred a $320,076 gain on change in fair value of our derivative liabilities
compared to $-0- in the same period last year.
Results
of Operations for the Six Months Ended October 31, 2015 and 2014
We
had no revenues from operations for the six months ended October 31, 2015 and 2014.
We
incurred operating expenses of $54,535 for the six months ended October 31, 2015 compared to $199,280 for the six months ended
October 31, 2014. The decrease is due to fewer consulting fees, travel and other cost in the current period as compared to prior
year, in addition to depreciation and amortization expense of $186 incurred in the current period as compared to $50,265 for the
same period last year.
Our
interest expense was $138,050 for the six months ended October 31, 2015 as compared to $-0- for the same period in 2014. The current
period interest was comprised primarily of debt discounts associated with issued convertible note and common stock issued as commitment
fees for our line of credit.
As
of October 31, 2015, we had outstanding convertible debt and line of credit with variable conversion provisions that had the possibility
of exceeding our common shares authorized when considering the number of possible shares that may be issuable to satisfy these
settlement provisions. As such, we are required to determine the fair value of this derivative and mark to market each reporting
period. For the six months ended October 31, 2015, we incurred a $513,658 gain on change in fair value of our derivative liabilities
compared to $-0- in the same period, last year.
Liquidity
and Capital Resources
Six
Months Ended October 31, 2015 Compared to Six Months Ended October 31, 2014
As
of October 31, 2015, we had a working capital deficit (current liabilities in excess of current assets) of $1,430,324, comprised
of cash of $734, which was offset by $40,828 of accounts payable and accrued expenses, $24,000 due to related party, $50,500 note
payable and $1,315,730 of derivative liabilities. For the six months ended October 31, 2015, we used $35,107 of cash in operating
activities and $-0- of cash in investing activities. Cash provided by financing activities totaled $20,785, comprised of proceeds
from the sale of our common stock of $5,417 and related party advances of $15,368. In the comparable period in 2014, our aggregate
cash used in financing activities totaled $4,321 comprised of related party repayments. At October 31, 2015, we had cash of $734
compared to $15,056 at April 30, 2015. Our cash is held in bank deposit accounts. At October 31, 2015, we had $50,500 convertible
debentures outstanding.
Cash
used in operations for the six months ended October 31, 2015 and 2014 was $35,107 and $154,044, respectively, which represent
cash outlays for research and development and general and administrative expenses in such periods. The decrease in cash outlays
principally resulted from fewer operating costs and general and administrative expenses net, with an increase of our outstanding
accounts payable by $2,197.
We
did not have investing activities for the six months ended October 31, 2015 and 2014.
In
their report dated July 18, 2015, our independent registered public accounting firm stated at April 30, 2015, there is substantial
doubt about our ability to continue as a going concern. Our ability to continue as a going concern is an issue raised due to our
net losses and negative cash flows from operations since inception and our expectation that these conditions will continue for
the foreseeable future. In addition, we will require additional financing to fund future operations.
Further,
we do not have any commercial products available for sale and have not generated revenues to date, and there is no assurance that,
if approval of our products is received, we will be able to generate cash flow to fund operations. In addition, there can be no
assurance that our research and development will be successfully completed or that any product will be approved or commercially
viable. Our ability to continue as a going concern is subject to our ability to obtain necessary funding from outside sources,
including obtaining additional funding from the sale of our securities, obtaining loans from various financial institutions or
being awarded grants from government agencies, where possible. Our continued net operating losses increase the difficulty in meeting
such goals and there can be no assurances that such methods will prove successful.
Off-Balance
Sheet Arrangements
We
have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital
resources that is material to stockholders.
Critical
Accounting Policies
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 amount of revenues and expenses
during the reporting period. Actual results could differ from those estimates. The Company’s periodic filings with the Securities
and Exchange Commission include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could
affect the financial statements and future operations of the Company.
Recent
Accounting Pronouncements
Management
has considered all recent accounting pronouncements issued since the last audit of our consolidated financial statements. Our
company’s management believes that these recent pronouncements will not have a material effect on our company’s consolidated
financial statements.