UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THESECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
June 30, 2012
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
THESECURITIES EXCHANGE ACT OF 1934
For the transition period from __________to
____________
Commission File Number
000-54150
MOBILIZED ENTERTAINMENT,
INC.
(Exact name of small business issuer in its charter)
Nevada
|
61-1499873
|
(State or other jurisdiction of incorporation)
|
(I.R.S. Employer Identification No.)
|
|
|
50 West Liberty Street, Suite 880, Reno, NV
|
89501
|
(Address of principal executive offices)
|
(Zip Code)
|
866-815-2677
(Registrants 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[ x ] No[ ]
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).
Yes[ ] No[ ] Not Applicable[ x ]
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.
Large accelerated filer [ ]
|
Accelerated filer [ ]
|
Non-accelerated filer [ ]
|
Smaller reporting company [ x ]
|
Indicate by check mark whether the registrant is a shell company
(as defined in 12b-2 of the Exchange Act)
Yes[ ] No [ x ]
The Company had 91,827,466 shares of its $.001 par value common
stock outstanding as of August 14, 2012.
1
FORM 10-Q
MOBILIZED ENTERTAINMENT, INC.
|
Table of Contents
|
2
Mobilized Entertainment Inc.
|
(A Development Stage Company)
|
Consolidated Balance Sheets
|
(Expressed in US dollars)
|
|
|
June 30,
|
|
|
December 31,
|
|
|
|
2012
|
|
|
2011
|
|
|
|
$
|
|
|
$
|
|
|
|
(Unaudited)
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
Cash
|
|
2,875
|
|
|
|
|
Total Assets
|
|
2,875
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS DEFICIT
|
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
|
|
Checks issued in excess of funds on deposit
|
|
�
|
|
|
7
|
|
Accounts payable
|
|
114,001
|
|
|
106,812
|
|
Accrued liabilities
|
|
53,322
|
|
|
48,565
|
|
Due to related parties (Note
5)
|
|
694,184
|
|
|
684,164
|
|
Convertible notes due to related party (Note 4)
|
|
159,000
|
|
|
159,000
|
|
Total Liabilities
|
|
1,020,507
|
|
|
998,548
|
|
Contingencies and Commitments (Note 1)
|
|
|
|
|
|
|
Stockholders Deficit
|
|
|
|
|
|
|
Common Stock: 150,000,000 shares authorized, $0.001 par
value
91,827,466 shares issued and outstanding
|
|
91,827
|
|
|
91,827
|
|
Additional Paid-in Capital
|
|
174,980
|
|
|
174,980
|
|
Donated Capital
|
|
32,750
|
|
|
29,750
|
|
Accumulated Other Comprehensive Loss
|
|
(2,477
|
)
|
|
(2,477
|
)
|
Deficit
Accumulated During the Development Stage
|
|
(1,314,712
|
)
|
|
(1,292,628
|
)
|
Total Stockholders Deficit
|
|
1,017,632
|
)
|
|
(998,548
|
)
|
Total Liabilities
and Stockholders Deficit
|
|
2,875
|
|
|
�
|
|
(The accompanying notes are an integral part of the consolidated
financial statements)
3
Mobilized Entertainment Inc.
|
(A Development Stage Company)
|
Consolidated Statements of Comprehensive Loss
|
(Expressed in US dollars)
|
(Unaudited)
|
|
|
Period from
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July 25, 2000
|
|
|
For the
|
|
|
For the
|
|
|
For the
|
|
|
For the
|
|
|
|
(Date of
|
|
|
Six Months
|
|
|
Six Months
|
|
|
Three Months
|
|
|
Three Months
|
|
|
|
Inception)
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
|
to June 30,
|
|
|
June 30,
|
|
|
June 30,
|
|
|
June 30,
|
|
|
June 30,
|
|
|
|
2012
|
|
|
2012
|
|
|
2011
|
|
|
2012
|
|
|
2011
|
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
19,445
|
|
|
662
|
|
|
|
|
|
292
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and
administrative
|
|
162,199
|
|
|
2,766
|
|
|
8,454
|
|
|
1,037
|
|
|
6,396
|
|
Management fees (Note 5)
|
|
246,205
|
|
|
1,500
|
|
|
1,500
|
|
|
750
|
|
|
750
|
|
Professional
fees
|
|
252,419
|
|
|
15,121
|
|
|
17,252
|
|
|
5,843
|
|
|
10,090
|
|
Consulting fees
|
|
212,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impairment loss
on intangible assets
|
|
152,146
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Royalties
|
|
4,668
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Operating
Expenses
|
|
1,030,137
|
|
|
19,387
|
|
|
27,206
|
|
|
7,630
|
|
|
17,236
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Loss
|
|
(1,010,692
|
)
|
|
(18,725
|
)
|
|
(27,206
|
)
|
|
(7,338
|
)
|
|
(17,236
|
)
|
Other Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss on change in fair
value of derivative liability
|
|
(82,013
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Accretion of
discount on convertible note
|
|
(83,967
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss on settlement of debt
|
|
(63,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss on disposal
of assets
|
|
(398
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of shares below par
value
|
|
(9,900
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest on
convertible debt (Note 4)
|
|
(52,911
|
)
|
|
(4,757
|
)
|
|
(4,731
|
)
|
|
(2,379
|
)
|
|
(2,379
|
)
|
Gain (loss) on foreign exchange
|
|
(11,831
|
)
|
|
1,398
|
|
|
(8,521
|
)
|
|
6,106
|
|
|
(2,860
|
)
|
Total Other Expenses
|
|
(304,020
|
)
|
|
3,359
|
|
|
(13,252
|
)
|
|
3,727
|
|
|
(5,239
|
)
|
Net Loss
|
|
(1,314,712
|
)
|
|
(22,084
|
)
|
|
(40,458
|
)
|
|
(3,611
|
)
|
|
(22,475
|
)
|
Other Comprehensive Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment
|
|
(2,477
|
)
|
|
�
|
|
|
(562
|
)
|
|
�
|
|
|
(129
|
)
|
Comprehensive Loss
|
|
(1,317,189
|
)
|
|
(22,084
|
)
|
|
(41,020
|
)
|
|
(3,611
|
)
|
|
(22,604
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss Per Share Basic and Diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Shares Outstanding
|
|
|
|
|
91,827,466
|
|
|
91,827,466
|
|
|
91,827,466
|
|
|
91,827,466
|
|
(The accompanying notes are an integral part of the consolidated
financial statements)
4
Mobilized Entertainment Inc.
|
(A Development Stage Company)
|
Consolidated Statements of Cash Flows
|
(Expressed in US dollars)
|
(Unaudited)
|
|
|
Period from
|
|
|
|
|
|
|
|
|
|
July 25, 2000
|
|
|
For the
|
|
|
For the
|
|
|
|
(Date of
|
|
|
Six Months
|
|
|
Six Months
|
|
|
|
Inception)
|
|
|
Ended
|
|
|
Ended
|
|
|
|
to June 30,
|
|
|
June 30,
|
|
|
June 30,
|
|
|
|
2012
|
|
|
2012
|
|
|
2011
|
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Operating Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
(1,314,712
|
)
|
|
(22,084
|
)
|
|
(40,458
|
)
|
|
|
|
|
|
|
|
|
|
|
Adjustments to reconcile net
loss to cash
|
|
|
|
|
|
|
|
|
|
Accretion of discount on
convertible note
|
|
83,967
|
|
|
|
|
|
|
|
Amortization
|
|
13,456
|
|
|
|
|
|
|
|
Donated services
|
|
32,750
|
|
|
3,000
|
|
|
3,000
|
|
Loss on
settlement of debt
|
|
63,000
|
|
|
|
|
|
|
|
Issuance of shares below par
value
|
|
9,900
|
|
|
|
|
|
|
|
Loss on change
in fair value of derivative liability
|
|
82,013
|
|
|
|
|
|
|
|
Impairment of intangible assets
|
|
152,146
|
|
|
|
|
|
|
|
Loss on disposal
of assets
|
|
398
|
|
|
|
|
|
|
|
Shares issued for expenses
|
|
15,250
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in operating assets and liabilities
|
|
|
|
|
|
|
|
|
|
Prepaid expenses
|
|
(38
|
)
|
|
|
|
|
|
|
Accounts payable and accrued
liabilities
|
|
136,481
|
|
|
11,946
|
|
|
10,266
|
|
Due to related parties
|
|
660,697
|
|
|
10,020
|
|
|
18,915
|
|
Net Cash Used in
Operating Activities
|
|
(64,692
|
)
|
|
2,882
|
|
|
(8,277
|
)
|
Financing Activities
|
|
|
|
|
|
|
|
|
|
Cheques issued in excess of funds on deposit
|
|
|
|
|
(7
|
)
|
|
|
|
Advances from related parties
|
|
66,687
|
|
|
|
|
|
798
|
|
Repayments to related parties
|
|
(319
|
)
|
|
|
|
|
|
|
Proceeds from issuance of
common stock
|
|
1,100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Cash Provided from Financing Activities
|
|
67,468
|
|
|
(7
|
)
|
|
798
|
|
Effect of Exchange
Rate Changes on Cash
|
|
99
|
|
|
|
|
|
7,465
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in Cash
|
|
2,875
|
|
|
2,875
|
|
|
(14
|
)
|
|
|
|
|
|
|
|
|
|
|
Cash Beginning
of Period
|
|
|
|
|
|
|
|
14
|
|
Cash End of Period
|
|
2,875
|
|
|
2,875
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash Financing Activities
|
|
|
|
|
|
|
|
|
|
Common stock issued for expenses
|
|
15,250
|
|
|
|
|
|
|
|
Settlement of debt by issuance
of common stock
|
|
11,577
|
|
|
|
|
|
|
|
Acquisition of assets by issuance of convertible note
|
|
156,309
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosures
|
|
|
|
|
|
|
|
|
|
Interest paid
|
|
|
|
|
|
|
|
|
|
Income taxes paid
|
|
|
|
|
|
|
|
|
|
(The accompanying notes are an integral part of the consolidated
financial statements)
5
Mobilized Entertainment Inc.
|
(A Development Stage Company)
|
Notes to the Consolidated Financial Statements
|
June 30, 2012
|
(Expressed in US dollars)
|
(Unaudited)
|
1.
|
Nature of Operations and Continuance of
Business
|
|
|
|
Mobilized Entertainment Inc., formerly named
Sports-Stuff.com Inc. (Colorado) (SSUF-CO), was incorporated on July 25,
2000 under the laws of the State of Colorado. On July 25, 2000, the
Company acquired an Internet Marketing Business Plan (the Business Plan)
in consideration for 3,000,000 shares of common stock with a fair value of
$12,000. The Company abandoned the Business Plan and was inactive until
the following merger. Mobilized Entertainment Inc. (Nevada) (SSUF-NV)
was incorporated on October 10, 2005, under the laws of the State of
Nevada. On October 15, 2005, SSUF-NV acquired certain assets and rights of
Feed Me Sports Inc. in consideration for a convertible note of $156,309.
On December 7, 2006, SSUF-CO merged with and into SSUF-NV, of which
SSUF-NV was the surviving corporation.
|
|
|
|
The Company is in the development stage as defined by
Financial Accounting Standards Board (FASB) Accounting Standards
Codification (ASC) 915, Development Stage Entities. The Company's
principal business is the production and distribution of mobile web based
sports and entertainment products and services. The Company's main product
is Eagle1.mobi, a mobile web based product for amateur golfers that allows
them to participate in hole-in-one contests on an individual (as opposed
to tournament or special event) basis, on any golf hole of their choosing
covered by the Company's program.
|
|
|
|
These consolidated financial statements have been
prepared on a going concern basis, which implies the Company will continue
to realize its assets and discharge its liabilities in the normal course
of business. The Company has not generated significant revenues since
inception and has never paid any dividends and is unlikely to pay
dividends or generate significant earnings in the immediate or foreseeable
future. Management plans to raise financing in the form of equity
issuances and debt agreements. The continuation of the Company as a going
concern, and the ability of the Company to emerge from the development
stage is dependent upon the continued financial support from its
shareholders, the ability of the Company to obtain necessary equity
financing to continue operations and to generate sustainable and
significant revenue. As at June 30, 2012, the Company has a working
capital deficit of $1,017,632 and an accumulated deficit of $1,314,712
since inception. These factors raise substantial doubt regarding the
Company's ability to continue as a going concern. These consolidated
financial statements do not include any adjustments to the recoverability
and classification of recorded asset amounts and classification of
liabilities that might be necessary should the Company be unable to
continue as a going concern.
|
|
|
2.
|
Basis of Presentation
|
|
|
|
The unaudited interim consolidated financial statements
have been prepared in accordance with U.S. generally accepted accounting
principles for interim financial information. Accordingly, they do not
include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. The
unaudited interim consolidated financial statements have been prepared in
accordance with the accounting principles and policies described in the
Company's annual financial statements for the year ended December 31,
2011, and should be read in conjunction with those statements. In the
opinion of management, all adjustments (consisting of normal and recurring
accruals) considered necessary for fair presentation of the Company's
financial position, results of operations and cash flows have been
included. Operating results for the six month period ended June 30, 2012,
are not necessarily indicative of the results that may be expected for the
quarters or year ended December 31, 2012.
|
|
|
3.
|
Recent Accounting Pronouncements
|
|
|
|
The Company has implemented all new accounting
pronouncements that are in effect. These pronouncements did not have any
material impact on the financial statements unless otherwise disclosed,
and the Company does not believe that there are any other new accounting
pronouncements that have been issued that might have a material impact on
its financial position or results of operations.
|
6
Mobilized Entertainment Inc.
|
(A Development Stage Company)
|
Notes to the Consolidated Financial Statements
|
June 30, 2012
|
(Expressed in US dollars)
|
(Unaudited)
|
4.
|
Convertible Notes Due to Related Party
|
|
|
|
|
On October 15, 2005, the Company issued a convertible
promissory note of $156,309 in exchange for assets and revenue rights
acquired from Feed Me Sports Inc. The note was non-interest bearing and
was payable as of December 15, 2006. The holder can convert the principal
at any time at a conversion price equal to the market price of the
Company's shares as of the date of conversion. Feed Me Sports Inc. is a
corporation controlled by the Company's President and is therefore a
related party. After the Company defaulted on the repayment of the note,
the Company is required to pay interest at the rate of 6% per annum. On
January 21, 2008, the holder partially converted $7,000 of the note into
70,000,000 shares of common stock of the Company. During the period ended
June 30, 2012 interest of $4,467 (2011 - $4,442) has been accrued as an
expense.
|
|
|
|
|
On January 10, 2006, the Company issued a second
convertible promissory note of $9,691 in exchange for additional revenue
rights acquired from Feed Me Sports Inc. The note was payable on January
10, 2007, and is subject to the same terms and conditions as noted above.
During the period ended June 30, 2012 additional interest of $290 (2011 -
$289) has been accrued as an expense.
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5.
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Related Party Transactions and Balances
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a)
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During the period ended June 30, 2012, the Company
recognized $1,500 (2011 - $1,500) of management services at $250 per
month, and $1,500 (2011 - $1,500) of donated rent at $250 per month
provided by the President of the Company.
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b)
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As at June 30, 2012, the Company is indebted to the
President and a company controlled by the President for $176,224 (December
31, 2011 - $196,427) for expenses incurred on behalf of the Company and
consulting and management services provided to the Company. The amount is
unsecured, non-interest bearing and has no stated terms of repayment.
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c)
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As at June 30, 2012, the Company is indebted to the
Company's former Vice President for $65,866 (December 31, 2011 - $65,864)
for expenses incurred on behalf of the Company and consulting and
management services provided to the Company. The amount is unsecured,
non-interest bearing and has no stated terms of repayment.
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d)
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As at June 30, 2012, the Company is indebted to a company
related by common directors for $363,012 (December 31, 2011 - $362,413)
for expenses incurred on behalf of the Company and consulting and
management services provided to the Company. The amount is unsecured,
non-interest bearing and has no stated terms of repayment.
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e)
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As at June 30, 2012, the Company is indebted to a company
related by common directors for $28,298 (December 31, 2011 - $28,515) for
expenses incurred on behalf of the Company. The amount is unsecured,
non-interest bearing and has no stated terms of repayment.
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f)
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As at June 30, 2012, the Company is indebted to a
shareholder for $8,782 (December 31, 2011 - $8,850) for expenses incurred
on behalf of the Company. The amount is unsecured, non-interest bearing
and has no stated terms of repayment.
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7
Mobilized Entertainment Inc.
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(A Development Stage Company)
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Notes to the Consolidated Financial Statements
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June 30, 2012
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(Expressed in US dollars)
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(Unaudited)
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g)
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As at June 30, 2012, the Company is indebted to a
shareholder for $12,002 (December 31, 2011 - $12,095) for expenses
incurred on behalf of the Company. The amount is unsecured, non-interest
bearing and has no stated terms of repayment.
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h)
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As at June 30, 2012 the Company is indebted to a
shareholder for $40,000 (December 31, 2011 - $10,000) for expenses
incurred on behalf of the Company. The amount is unsecured, non-interest
bearing and has no stated terms of repayment.
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6.
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Fair Value Measurements
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Fair value is defined as the price that would be received
from selling an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. In
determining fair value for assets and liabilities required or permitted to
be recorded at fair value, the Company considers the principal or most
advantageous market in which it would transact and it considers
assumptions that market participants would use when pricing the asset or
liability.
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A fair value hierarchy requires an entity to maximize the
use of observable inputs and minimize the use of unobservable inputs when
measuring fair value. A financial instrument's categorization within the
fair value hierarchy is based upon the lowest level of input that is
significant to the fair value measurement. There are three levels of
inputs that may be used to measure fair value.
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Level 1
applies to assets and liabilities for
which there are quoted prices in active markets for identical assets or
liabilities. Valuations are based on quoted prices that are readily and
regularly available in an active market and do not entail a significant
degree of judgment.
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Level 2
applies to assets and liabilities for
which there are other than Level 1 observable inputs such as quoted prices
for similar assets or liabilities in active markets, quoted prices for
identical assets or liabilities in markets with insufficient volume or
infrequent transactions (less active markets), or model-derived valuations
in which significant inputs are observable or can be derived principally
from, or corroborated by, observable market data. Level 2 instruments
require more management judgment and subjectivity as compared to Level 1
instruments. For instance: determining which instruments are most similar
to the instrument being priced requires management to identify a sample of
similar securities based on the coupon rates, maturity, issuer, credit
rating and instrument type, and subjectively select an individual security
or multiple securities that are deemed most similar to the security being
priced; and determining whether a market is considered active requires
management judgment.
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Level 3
applies to assets and liabilities for
which there are unobservable inputs to the valuation methodology that are
significant to the measurement of the fair value of the assets or
liabilities. The determination of fair value for Level 3 instruments
requires the most management judgment and subjectivity.
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The Company determines the fair value of the cash and
checks issued in excess of funds on deposit based on Level 1 inputs,
which consist of quoted prices in active markets for identical assets. The
Company believes that the recorded values of all of the other financial
instruments approximate their current fair values because of their nature
and respective relatively short maturity dates or durations.
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8
ITEM 2.
MANAGEMENT DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS
OF OPERATION
This section may contain "forward-looking statements." In
some cases, you can identify forward-looking statements by terminology such as
"may," "will," "should," "could," "expects," "plans," "intends," "anticipates,"
"believes," "estimates," "predicts," "potential" or "continue" or the negative
of such terms and other comparable terminology. These forward-looking statements
include, without limitation, statements about our market opportunity, our
strategies, competition, expected activities and expenditures as we pursue our
business plan, and the adequacy of our available cash resources. Although we
believe that the expectations reflected in any forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Actual results may differ materially from the predictions
discussed in these forward-looking statements. Changes in the circumstances upon
which we base our predictions and/or forward-looking statements could materially
affect our actual results. Additional factors that could materially affect these
forward-looking statements and/or predictions include, among other things: (1)
our limited operating history; (2) our ability to pay down existing debt; (3)
our ability to retain the professional advisors necessary to guide us through
our corporate restructuring; (4) the risks inherent in the investigation,
involvement and acquisition of a new business opportunity; (5) unforeseen costs
and expenses; (6) potential litigation with our shareholders, creditors and/or
former or current Selling Shareholders; (7) the Company's ability to comply with
federal, state and local government regulations; and (8) other factors over
which we have little or no control.
We do not undertake any obligation to publicly update any
forward-looking statement, whether as a result of new information, future
events, or otherwise, except as required by law. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors which may cause
our actual results or achievements to be materially different from any future
results or achievements expressed or implied by such forward-looking statements.
Such factors include the factors described in our interim and audited
consolidated financial statements and the Management's discussion and analysis
of financial condition and results of operations.
Overview of Our Business
Mobilized Entertainment, Inc. (MENI) was initially founded by
Kevin Day, the Companys sole officer and Director.
The Company is a developer of mobile web based sports and
entertainment products and services.
The Company's main product is Eagle1.in. Eagle1.in is an
innovative hole-in-one prize product custom designed for golf courses and
practice ranges. Our intent is to provide a hole-in-one golf prize product that
will enable golfers to participate in either a traditional hole-in-one program or
in hole-in-one contests on practice ranges and individual holes on any course
covered by our program.
The Company has also been developing an alert service for stock
market analysis called FeedMeStocks.com. Tapping its acquired knowledge
base of XML and leveraging recent experience preparing its own XBRL filings, the
Company is creating an application that will allow investors to be informed of
XBRL filings and significant changes within the XBRL data itself. The
first phase of this project is complete which allows users to receive alerts via
SMS as soon as XBRL data is filed. FeedMeStocks.com is built on a similar
platform to the Company's existing Rotowire mobile service which it continues to
operate.
The Company currently has a significant operating deficit and
unless addressed this will hinder MENI's ability to continue as a going concern.
Specifically, the company has no revenue and all of its operating expenses as
outlined in the financial statements are being funded by shareholder loans. The
Company has negligible cash and is entirely depended on shareholder loans for
day to day operations.
More than half of the company's debt is owed to related parties
including Feed Me Sports, and many of these parties have agreed to wait until
the company is in a stronger financial position before being paid. Most of the
remaining debt is owed to third party creditors for services provided in 2005
and 2006. The Company will attempt to to significantly reduce this debt through
negotiations and reduced payment plans. Overall, it is not anticipated that the
operating deficit will put too much short term financial pressure on the Company
and its ability to continue as a going concern.
Most of the web services required for the Companys business
plan have already been completed.
9
Unlike the original business plan of publishing mobile games
and ringtones, Eagle1.in does not require significant amounts of capital upfront
to develop the product and it does not require a long period of time to wait for
the return on the investment. Eagle1.in will generate revenue through upfront
signup and monthly purchase fees. This will mean that the Company will not
require nearly as much operating capital in the short term as it did with the
games and ringtones.
The Company's main expenses over the past year have been
related to accounting, legal and other expenses associated with regulatory
filings. The Company's sole employee is paid $250 per month, and $250 per month
is provided by the President for donated rent.
The Company will not generate any revenue until Eagle1.in is
operational so its operations will have to continue to be funded by shareholder
loans.
Some additional capital will be required until the Company
reaches a breakeven point in operations. In addition, capital will be required
to complete the setup of the insurance facility. It is anticipated that over the
next 12 months the company will require between $50K and $150K in additional
capital. As in the past, the Company plans to meet this requirement through
shareholder loans.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK
Market risk represents the risk of changes in the value of
market risk sensitive instruments caused by fluctuations in interest rates,
foreign exchange rates and commodity prices. Changes in these factors could
cause fluctuations in our results of operations and cash flows.
ITEM 4. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of the
Companys management, including its Chief Executive Officer and Chief Financial
Officer, the Company conducted an evaluation of the effectiveness of the design
and operation of its disclosure controls and procedures, as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the Exchange
Act), as of the end of the period covered by this quarterly report. Based on
this evaluation, the Companys Chief Executive Officer and Chief Financial
Officer concluded as of June 30, 2012 that the Companys disclosure controls and
procedures were effective such that the information required to be disclosed in
the Companys United States Securities and Exchange Commission (the SEC)
reports is recorded, processed, summarized and reported within the time periods
specified in SEC rules and forms, and is accumulated and communicated to the
Companys management, including its Chief Executive Officer and Chief Financial
Officer, as appropriate to allow timely decisions regarding required
disclosure.
(b) Changes in Internal Control over Financial
Reporting
There were no changes in the Companys internal control over
financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act) that occurred during the period covered by this report that has
materially affected, or is reasonably likely to materially affect, the Companys
internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
10
We are not a party to any legal proceedings or litigation, nor
are we aware that any litigation is presently being threatened or contemplated
against us or any officer, director or affiliate.
ITEM 1A. RISK FACTORS.
Prospective investors should carefully consider the risks
described below, in conjunction with other information and the Company's
consolidated financial statements and related notes included elsewhere in this
Prospectus, before making an investment decision. The Company's business,
financial condition and results of operations could be affected materially and
adversely by any and or all of these risks.
The following risk factors include, among other things,
cautionary statements with respect to certain forward-looking statements,
including statements of certain risks and uncertainties that could cause actual
results to vary materially from the future results referred to in such
forward-looking statements.
Our independent auditors have issued an audit opinion for
Mobilized Entertainment, Inc. which includes a statement describing our going
concern status. Our financial status creates a doubt whether we will continue as
a going concern.
As described in Note 1 of our accompanying financial
statements, our auditors have issued a going concern opinion regarding the
Company. This means there is substantial doubt we can continue as an ongoing
business for the next twelve months. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty. As such we
may have to cease operations and investors could lose part or all of their
investment in the Company.
Our business is difficult to evaluate because we have a
limited operating history and an uncertain future which makes any investment in
MENI involve a high degree of risk.
We have a limited operating history upon which you can evaluate
our present business and future prospects. We face risks and uncertainties
relating to our ability to implement our business plan successfully. Our
operations are subject to all of the risks inherent in the establishment of a
new business enterprise generally. The likelihood of our success must be
considered in light of the problems, expenses, difficulties, complications and
delays frequently encountered in connection with the formation of a new
business, the commencement of operations and the competitive environment in
which we operate. If we are unsuccessful in addressing these risks and
uncertainties, our business, results of operations, financial condition and
prospects will be materially harmed.
MENI's Eagle1.in is not yet fully operational and live. MENI
does have several years of experience developing websites, especially mobile web
sites and its President does have a commercial insurance background which
included placing coverage for hole-in-one contests; however Eagle1.in is not yet
operating as a live service. MENI is currently structuring the captive insurance
facility which will provide the insurance coverage necessary for the hole-in-one
prizing. However, there are no guarantees that the company will be successful in
setting up a captive insurance facility. Failure to setup the captive insurance
facility and/or obtain insurance coverage will significantly hinder the ability
of MENI to go forward with its plans. Further, there can be no assurance that
MENI will be able to achieve significant revenues or any net income in the
future. Accordingly, any investment in MENI involves a high degree of risk and
investors could lose their investment.
Our range and course programs are still in the pilot stage
and we cannot assure you that we can convert them into ongoing, large-scale
programs which would be required for us to successfully execute our business
plan.
While we have both a practice range and course program planned,
these are still in the pilot stage and being tested. We will strive to convert
these prospective programs into ongoing, large-scale customers programs, but we
cannot assure you that we will be able to convert all or even some of them. If
we cannot convert a significant number of our pilot-programs, our future revenues will not materialize and it
can be expected that our operating losses will increase.
11
Interest in golf may decline which would reduce our
potential customer base and make it difficult to sell our product and thus
generate sufficient revenues to be successful.
The precipitous decline in the United States golf industry may
affect our ability to recruit and retain clients. Although one positive effect
of this decline is that golf courses and practice ranges may be more eager to
boost their revenue streams with products such as Eagle1.in, the decline is
nonetheless reducing the number of potential clients and potentially reducing
the revenue from each client. Since we market primarily to golf courses and
practice ranges, this will impact upon our potential client base and revenue
growth, and could severely impact our business plan in a negative way.
Because of our limited resources and weak cash position, we
would have a diminished ability to respond to any type of computer system
failure, and as such our operations would suffer in the event of system
failures.
Despite system redundancy and the implementation of security
measures, our systems are vulnerable to damages from computer viruses,
unauthorized access, energy blackouts, natural disasters, terrorism, war and
telecommunication failures. Any system failure, accident or security breach that
causes interruptions in our operations or to our customers' operations could
result in a material disruption to our business. To the extent that any
disruption or security breach results in a loss or damage to our customers' data
or applications, or inappropriate disclosure of confidential information, we may
incur liability as a result. In addition, we may incur additional costs to
remedy the damages caused by these disruptions or security breaches.
From time to time, we install new or upgraded business
management systems. To the extent such systems fail or are not properly
implemented, we may experience material disruptions to our business, delays in
our external financial reporting (including insurance related information) or
failures in our system of internal controls, that could have a material adverse
effect on our results of operations.
Our insurance policies (excluding hole-in-one) may be
inadequate in a catastrophic situation and potentially expose us to
unrecoverable risks which could force the Company out of business.
We will have limited commercial insurance policies. Any
significant claims against us would have a material adverse effect on our
business, financial condition and results of operations. Insurance availability,
coverage terms and pricing continue to vary with market conditions. We endeavor
to obtain appropriate insurance coverage for insurable risks that we identify,
however, we may fail to correctly anticipate or quantify insurable risks, we may
not be able to obtain appropriate insurance coverage, and insurers may not
respond as we intend to cover insurable events that may occur. We have observed
rapidly changing conditions in the insurance markets relating to nearly all
areas of traditional corporate insurance. Such conditions have resulted in
higher premium costs, higher policy deductibles and lower coverage limits. For
some risks, we may not have or maintain insurance coverage because of cost or
availability. An unexpected significant claim against us could force the Company
out of business resulting in a total loss to investors.
We face many diverse technological and market related
challenges which we have very limited resources to effectively address should
they arise, which would adversely affect our business.
The development of MENI's products and services, specifically
Eagle1.in, may be impeded by problems relating to the development, production,
distribution, or marketing of its products and services. These problems may be
beyond the financial and technical abilities of MENI to solve. Further, there
can be no assurance that services and products developed by competitors of MENI
will not significantly limit the potential market for MENI. Finally, there can
be no assurance that laws, rules, or regulations will be adopted in such a
manner as will materially adversely affect our business, financial condition and
results of operations.
12
We are dependent on a competitively priced and customized
insurance coverage for our hole-in-one product without which we will not be able
to execute our business plan.
MENI's success is based on being able to successfully structure
an insurance program which will meet the unique coverage requirements of our
product and at the same time be cost effective enough to make the business
successful.. There are a number of factors which are beyond the control of MENI.
Risk appetite for reinsurers may change in the short or long term, making
adequate reinsurance difficult or too expensive to obtain. Insurance markets in
general may harden making premiums too high for the business to be successful.
Insurance markets may become too soft making insurance so inexpensive that
MENI's competitors may be able to obtain coverage at rates comparable or better
than MENI. If loss runs over the course of operations are greater than expected
, the insurance premiums may have to increase to a point where coverage becomes
too expensive thus increasing the cost of our prize product to a point where
consumers no longer wish to purchase it. If we are not able to obtain adequate
hole-in-one insurance coverage, the Company will not be successful in executing
its business plan we may have to terminate operations which could result in a
total loss to investors.
Because we have limited funds to execute our business plan
and we are not generating revenues yet, our ability to executive our business
plan is dependent upon obtaining the funding which we require to executive our
business plan.
MENI is a startup company operating on an extremely small
budget. Most of the Companys operations over the past 4 years have been funded
by, or provided at no cost, by management and a few key shareholders. In order
for the Company to effectively execute its business plan over the next year it
will likely need to obtain additional financing. There can be no assurance that
such financing would be available on terms acceptable to the Company. If the
Company is unable to secure funding in the future, it is doubtful that it will
be able to continue operations which would likely result in a total loss to
investors. Even if we do obtain additional financing, our then existing
shareholders may suffer substantial dilution.
We have a significant operating deficit which makes us
entirely dependent upon shareholders to provide loans to the company to pay for
day to day expenses until we begin generating revenue.
The Company currently has a significant operating deficit and
unless addressed this will hinder MENIs ability to continue as a going concern.
Specifically, the company has no revenue and all of its operating expenses as
outlined in the financial statements are being funded by shareholder loans. The
Company has negligible cash and is entirely depended on shareholder loans for
day to day operations. The Company will not generate any revenue until Eagle1.in
is operational so its operations will have to continue to be funded by
shareholder loans. Additional capital will be required until the Company reaches
a breakeven point in operations. Capital will also be required to complete the
setup of the insurance facility. It is anticipated that over the next 6 months
the company will require between $50K and $150K in additional capital. As in the
past, the Company plans to meet this requirement through shareholder loans,
however, there can be no assurance this will happen. If the Company is unable to
secure additional funding, the Company could go out of business resulting in a
total loss to investors.
We are reliant on a single person, who has limited time to
devote to the company, for all aspects of the companys operations, and without
this individual it is unlikely we will be able to execute our business
plan.
The Company is highly reliant on its President, Kevin Day, who
for the past couple of years has handled almost all aspects of the Companys
operations, including much of the technical development and design work of its
mobile web applications. The loss of this employee would have a material adverse
impact on the Company and its future prospects which would have a material
adverse effect on our business, financial condition and results of operations.
In addition, Mr. Day currently dedicates an average of 30% of his working time
to the Company with a minimum commitment of only 10 hours per week. This amount
of time is not sufficient for the Company to execute its business plan. The
Company will need to increase the number of key personnel in order to be
successful. This means that the Company will need to be increasingly less
depending on its President, Kevin Day and bring on additional staff to handle
many of the operations that for the past couple of years have been handled
almost exclusively by Kevin Day. Increasing the number of key personnel will
require additional funding (as outlined above) which may be difficult to obtain.
If the company is unable to hire additional staff and become less dependent on
Kevin Day, the Company will not likely be successful in executing its business
plan and this will have a material adverse effect on our business, financial
condition and results of operations.
13
The costs to meet our reporting and other requirements as a
public company will be substantial and may result in us having insufficient
funds to expand our business or even to meet routine business
obligations.
As a public entity subject to the reporting
requirements, we will incur ongoing expenses associated with professional fees
for accounting, legal and a host of other expenses for annual reports and proxy
statements. We estimate that these costs will range up to $50,000 per year for
the next few years and will be higher if our business volume and activity
increases. Furthermore, if the Company is unable to afford the costs of
complying with its filing requirements then we may be subject to another cease
trade order as was ordered on January 20, 2009 by the British Columbia
Securities Commission. Such a cease trade order would effectively prevent
shareholders from selling their shares thus potentially making their investment
worthless.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS.
None.
ITEM 5. OTHER INFORMATION.
None.
14
ITEM 6. EXHIBITS
3.1
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Articles of Incorporation (Exhibit 3.1).
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3.2
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Bylaws of Mobilized Entertainment, Inc.
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4.0
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Convertible Note.
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31.1*
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Certification by Chief Executive Officer and Principal
Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
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32.1*
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Certification by the Chief Executive Officer and
Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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*Filed here within.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
Dated: August 14, 2012
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MOBILIZED
ENTERTAINMENT, INC.
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/s/ Kevin Day
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By:
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Kevin Day
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Chief Executive Officer, President, Secretary,
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Treasurer, Controller and Director
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15
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