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MEME > SEC Filings for MEME > Form 10-K on 29-Oct-2013All Recent SEC Filings

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Form 10-K for MEEMEE MEDIA INC.


29-Oct-2013

Annual Report


ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our results of operations and financial condition should be read in conjunction with our financial statements and the notes to those financial statements that are included elsewhere in this Form 10-K. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under Cautionary Notice Regarding Forward-Looking Statements and Business sections in this Form 10-K. We use words such as "anticipate," "estimate," "plan," "project," "continuing," "ongoing," "expect," "believe," "intend," "may," "will," "should," "could," and similar expressions to identify forward-looking statements.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the audited financial statements and accompanying notes and other financial information appearing elsewhere in this annual report on Form 10-K.

Limited Operating History; Need for Additional Capital

There is limited historical financial information about our company upon which to base an evaluation of our future performance. We are a development stage corporation and have not generated any revenues from operations. We cannot guarantee that we will be successful in our business operations. We are subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible delays in the exploitation of business opportunities. We may fail to adopt a business model and strategize effectively or fail to revise our business model and strategy should industry conditions and competition change.

We presently finance our operations through debt and equity financings. We have limited resources and there is no assurance that future financing will be available to our Company on acceptable terms. If financing is not available on acceptable terms, we may be unable to continue, develop or expand our operations. Additional equity financing could result in dilution to existing shareholders.

Liquidity and Capital Resources

At July 31, 2013, we had total assets of $5,234 consisting solely of cash and total liabilities of $291,877, compared to total assets of $217 and total liabilities of $20,582 at July 31, 2012. Net working capital was ($286,643) compared to ($20,365) at July 31, 2012. We incurred a loss of $361,278 for the year ended July 31, 2013 and we have incurred an aggregate deficit since inception of $627,943.

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Since inception, we have used our common stock to raise money to fund our business operations, for corporate expenses and to repay outstanding indebtedness. Net cash provided by the sale of shares from inception on August 23, 2005 to July 31, 2013 was $346,000. During the fiscal year ended July 31, 2013 we issued 190,000 common shares for proceeds to the Company of $95,000.

At July 31, 2013 we had $5,234 in cash remaining in our treasury. We do not have enough money to meet our cash requirements for the next twelve months, as we have yet to commence operations and have not generated any revenues and there can be no assurance that we can generate significant revenues from operations. During the next twelve months we expect to incur indebtedness for administrative and professional charges associated with preparing, reviewing, auditing and filing our financial statements and our periodic and other disclosure documents to maintain the Company in good standing.

We need to raise additional capital to fund any future plan of operation. Our management is exploring a variety of options to meet our cash requirements and future capital requirements, including the possibility of equity offerings, debt financing and business combinations.

As at July 31, 2013, an aggregate of $215,417 is owed to our current and former directors and officers. The amount of $25,000 (July 31, 2012 - $11,672) is owed to our former director and president for loans advanced. As at July 31, 2013, $12,313 (July 31, 2012 - nil) is owed to a current director and officer for expenses incurred on behalf of the Company. During the year ended July 31, 2013, we entered into an Employment Agreement and a Management Services Agreement with two current officers of the Company. A total of $178,105 is owed for consulting fees pursuant to those agreements. All amounts due are unsecured, non-interest bearing and due on demand.

Our ability to meet our financial liabilities and commitments is primarily dependent upon the continued financial support of our management and stockholders, the continued issuance of equity to new stockholders, and our ability to achieve and maintain profitable operations. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. There can be no assurance that we will be able to raise additional capital, and if we are unable to raise additional capital, we will unlikely be able to continue as a going concern. Management has committed to providing additional advances as required to enable us to maintain our filing requirements.

Plan of Operation

Currently, we are a development stage corporation. A development stage corporation is one engaged in the search of business opportunities, successful negotiation and closing of a business acquisition and furthering its business plan.

Our plan of operation for the next twelve months will be to continue working towards the completion of the proposed transaction under the revised LOI executed on October 3, 2013. In the event the transaction does not close, we will then (i) consider guidelines of industries in which we may have an interest; (ii) adopt a business plan regarding engaging in business in any selected industry; and (iii) to commence such operations through funding and/or the acquisition of an operating entity engaged in any industry selected.

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Results of Operations

For the Years Ended July 31, 2013 and 2012

We did not generate any revenues during the periods ended July 31, 2013 and 2012.

During the fiscal years ended July 31, 2013 and 2012, much of the Company's resources were directed at maintaining the Company in good standing, identifying new business opportunities and conducting due diligence on the transaction as proposed under the LOI executed April 24, 2013. We currently have no definitive agreements or understanding with any prospective business combination candidates.

We had a net loss of $361,278 for the year ended July 31, 2013 compared to a net loss of $97,744 for the year ended July 31, 2012. The change is explained below.

Operating Expenses: Operating expenses were $361,278 and $97,744 respectively. In fiscal 2013 operating expenses increased by $263,534 as the Company focused its resources on pursuing a potential merger/acquisition with one of Latin America's largest and most successful mobile content and services companies. The Company also entered into employment and consulting agreements with two of its officers to assist with the due diligence process.

During the year ended July 31, 2013, we incurred expenses of $182,804 for consulting and related fees owed to our two officers for professional services rendered to the Company. Due diligence fees of $84,871 were incurred during fiscal 2013 in connection with the investigation of a prospective merger with a Latin American mobile content and services company. On July 31, 2013, the Exclusivity Agreement and LOI expired and further to discussions and efforts over the past months both parties agreed to extend the LOI and Exclusivity Agreement on October 3, 2013. We incurred expenses of $18,517 related to the development of our website and shareholder relations costs and $75,086 in general and administrative expenses which included administrative and professional charges associated with preparing, reviewing, auditing and filing our financial statements and our periodic and other disclosure documents to maintain the Company in good standing, transfer agent fees, travel and entertainment, bank and foreign exchange fees and general office expenses.

As of the date of this report, we have not generated any revenues. As a result, we have generated significant operating losses since our formation and expect to incur substantial losses and negative operating cash flows for the foreseeable future as we attempt to expand our infrastructure and development activities and carry on with the due diligence process of the proposed acquisition. Our ability to continue may prove more expensive than we currently anticipate and we may incur significant additional costs and expenses.

We are subject to risks inherent in the establishment of a new business enterprise. We may fail to adopt a business model and strategize effectively or fail to revise our business model and strategy should industry conditions and competition change. We have limited resources and there is no assurance that future financing will be available to our Company on acceptable terms. These conditions could further impact our business and have an adverse effect on our financial position, results of operations and/or cash flows.

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Going Concern Uncertainties

As of the date of this annual report, there is substantial doubt regarding our ability to continue as a going concern as we have not generated sufficient cash flow to fund our business operations. The financial statements included in this annual report have been prepared on the going concern basis, which assumes that we will be able to realize our assets and discharge our obligations in the normal course of business. If we are not to continue as a going concern, we would likely not be able to realize our assets at values comparable to the carrying value or the fair value estimates reflected in the balances set out in the preparation of the financial statements.

Our future success and viability, therefore, are dependent upon our ability to generate capital financing. The failure to generate sufficient revenues or raise additional capital may have a material and adverse effect upon us and our shareholders.

Critical Accounting Policies

The following are the accounting policies that we consider to be critical accounting policies. Critical accounting policies are those that are both important to the portrayal of our financial condition and results and those that require the most difficult, subjective, or complex judgments, often as results of the need to make estimates about the effect of matters that are subject to a degree of uncertainty.

Use of Estimates: The preparation of financial statements included in this Annual Report on Form 10-K requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments. Management bases its estimates and judgments on historical experiences and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Our accounting policies are described in the notes to the financial statements included in this Annual Report on Form 10-K.

Revenue Recognition: The Company recognizes revenue on an accrual basis as it invoices for services. Revenue is generally realized or realizable and earned when all of the following criteria are met: 1) persuasive evidence of an arrangement exists between the Company and our customer(s); 2) services have been rendered; 3) our price to our customer is fixed or determinable; and 4) collectability is reasonably assured.

Recent Pronouncements

We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.

Contractual Obligations and Off-Balance Sheet Arrangements

As of July 31, 2013, we do not have any 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 or operations, liquidity, capital expenditures or capital resources that is material to investors.

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