UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-QSB/A
(Amendment
No. 1)
|
x
|
QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the quarterly period ended September 30, 2007
|
o
|
TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the transition period from ______ to ______
Commission
file number:
001-33370
SANTA
MONICA MEDIA CORPORATION
(Exact
name of small business issuer as specified in its charter)
|
Delaware
|
|
59-3810312
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
|
(I.R.S.
Employer
Identification
Number)
|
|
|
|
|
|
12121
Wilshire Blvd., Suite 1001
Los
Angeles, California
|
|
90025
|
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
|
|
|
|
|
Issuer’s
telephone number:
(310)
515-3222
|
Check
whether the issuer (1) filed all reports required to be filed by Section 13
or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the issuer 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 is a shell company (as defined in Rule
12b-2 of the Exchange Act): Yes
x
No
¨
As
of May
6, 2008, the registrant had outstanding 16,038,125
shares
of
its $.001 par value Common Stock.
Transitional
Small Business Disclosure Format: Yes
¨
No
x
Explanatory
Note
This
amendment is being filed to reflect a restatement to the provision for income
taxes and related income tax liabilities with respect to the taxability for
state income tax purposes of interest earnings from investments in Treasury
Bills and to restate the number of fully diluted weighted average shares
outstanding. This amendment conforms the interim accounting to the audited
financial statements for the 2007 year as filed in the annual statement on
Form 10-K for December 31, 2007.
The
following Items and Exhibits of our original Form 10-QSB are amended by this
amendment:
|
|
·
|
Part
I - Item 1. Financial Statements
(unaudited)
|
|
|
o
|
Statement
of Stockholders’ Equity
|
|
|
o
|
Statements
of Cash Flows
|
|
|
o
|
Note
1 to Financial Statements
|
|
|
o
|
Note
9 to Financial Statements
|
|
|
·
|
First
sentence of last paragraph of Part I - Item 2. Management’s Discussion and
Analysis of Financial Condition and Results of
Operations
|
|
|
·
|
Part
II - Item 6. Exhibits;
|
|
|
·
|
Exhibits
31.1 and 32.1 - Certification of Chief Executive Officer;
and
|
|
|
·
|
Exhibit
31.2 and 32.2 - Certification of Chief Financial
Officer.
|
Except
for the foregoing Items, this amendment does not modify any disclosures
contained in our original Form 10-QSB. Additionally, the text of this
amendment, except for the restatement information, speaks as of the filing
date
of the original Form 10-QSB and does not attempt to update the disclosures
in our original Form 10-QSB or to discuss any developments subsequent to the
date of the original filing. In accordance with the rules and regulations of
the
Securities and Exchange Commission, the information contained in the original
Form 10-QSB and this amendment is subject to updated or supplemental
information contained in reports filed by us with the Securities and Exchange
Commission subsequent to the filing dates of the original Form 10-QSB and this
amendment.
TABLE
OF CONTENTS
|
Part
I — Financial Information
|
|
Item
1.
—
Financial Statements
|
|
Item
2.
—
Management
’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
|
|
|
SIGNATURES
|
|
INDEX
TO EXHIBITS
|
|
EXHIBIT
31.1
|
|
EXHIBIT
31.2
|
|
EXHIBIT
32.1
|
|
EXHIBIT
32.2
|
Part
I — FINANCIAL INFORMATION
Item
1. Financial Statements
SANTA
MONICA MEDIA CORPORATION
(a
corporation in its development stage)
BALANCE
SHEETS
As
of September 30, 2007 and December 31, 2006
(Unaudited)
|
|
|
September 30, 2007
|
|
December 31, 2006
|
|
|
ASSETS
|
|
|
|
|
|
|
CURRENT
ASSETS
|
|
|
|
|
|
|
Cash
|
|
$
|
361,637
|
|
$
|
6,732
|
|
|
Cash
and cash equivalents held in trust
|
|
|
100,284,021
|
|
|
-
|
|
|
Prepaids
and other current assets
|
|
|
68,914
|
|
|
-
|
|
|
Total
current assets
|
|
|
100,714,572
|
|
|
6,732
|
|
|
OTHER
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred
offering costs
|
|
|
-
|
|
|
957,646
|
|
|
Total
other assets
|
|
|
-
|
|
|
957,646
|
|
|
TOTAL
ASSETS
|
|
$
|
100,714,572
|
|
$
|
964,378
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
CURRENT
LIABILITIES:
|
|
|
|
|
|
|
|
|
Notes
payable-related parties
|
|
$
|
-
|
|
$
|
305,000
|
|
|
Accounts
payable and accrued liabilities
|
|
|
162,475
|
|
|
710,032
|
|
|
Income
taxes payable
|
|
|
375,200
|
|
|
-
|
|
|
Deferred
income taxes payable
|
|
|
443,500
|
|
|
-
|
|
|
Deferred
underwriting liability
|
|
|
4,000,000
|
|
|
-
|
|
|
Total
current liabilities
|
|
|
4,981,175
|
|
|
1,015,032
|
|
|
|
|
|
|
|
|
|
|
|
NONCURRENT
LIABILITIES:
|
|
|
|
|
|
|
|
|
Common
stock subject to conversion, 2,499,999 shares at conversion
value
|
|
|
19,720,992
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES
|
|
|
24,702,167
|
|
|
1,015,032
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS’
EQUITY:
|
|
|
|
|
|
|
|
|
Preferred
Stock, $.001 par value, 25,000,000 shares
authorized;
none issued or outstanding
|
|
|
-
|
|
|
-
|
|
|
Common
stock, $.001 par value, 200,000,000 shares
authorized;
16,038,125 issued and outstanding (including 2,499,999 subject to
conversion) and 3,125,000 at September 30, 2007 and December 31,
2006,
respectively
|
|
|
16,038
|
|
|
3,125
|
|
|
Additional
paid-in capital
|
|
|
74,769,944
|
|
|
56,875
|
|
|
Retained
earnings (deficit)
|
|
|
1,226,423
|
|
|
(110,654
|
)
|
|
Total
stockholders’ equity (deficit)
|
|
|
76,012,405
|
|
|
(50,654
|
)
|
|
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
$
|
100,714,572
|
|
$
|
964,378
|
|
See
notes
to condensed financial statements.
SANTA
MONICA MEDIA CORPORATION
(a
corporation in its development stage)
STATEMENTS
OF INCOME
For
the period from June 24, 2005 (inception) through September 30,
2007
(Unaudited)
|
|
|
Three Months Ended
September 30, 2007
|
|
Nine Months Ended
September 30, 2007
|
|
For the period from June 24,
2005 (inception) through
September 30, 2007
|
|
|
Operating
expenses
|
|
|
|
|
|
|
|
|
Professional
fees
|
|
$
|
55,674
|
|
$
|
90,372
|
|
$
|
103,910
|
|
|
Rent
and facilities
|
|
|
-
|
|
|
-
|
|
|
45,000
|
|
|
Formation
and operating costs
|
|
|
80,573
|
|
|
172,426
|
|
|
204,649
|
|
|
Total
operating expenses
|
|
|
136,247
|
|
|
262,798
|
|
|
353,559
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
Interest
income
|
|
|
1,206,877
|
|
|
2,431,049
|
|
|
2,431,049
|
|
|
Interest
expense
|
|
|
(1,444
|
)
|
|
(11,674
|
)
|
|
(29,967
|
)
|
|
Total
other income (expense)
|
|
|
1,205,433
|
|
|
2,419,375
|
|
|
2,401,082
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income before provision for income taxes
|
|
|
1,069,186
|
|
|
2,156,577
|
|
|
2,047,523
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision
for income taxes
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
(15,500
|
)
|
|
376,000
|
|
|
377,600
|
|
|
Deferred
|
|
|
443,500
|
|
|
443,500
|
|
|
443,500
|
|
|
|
|
|
428,000
|
|
|
819,500
|
|
|
821,100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income
|
|
$
|
641,186
|
|
$
|
1,337,077
|
|
$
|
1,226,423
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average shares outstanding - basic
|
|
|
16,038,125
|
|
|
11,733,750
|
|
|
6,804,359
|
|
|
Weighted
average shares outstanding - fully diluted
|
|
|
18,836,531
|
|
|
14,532,156
|
|
|
9,602,765
|
|
|
Net
Income per share
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.04
|
|
$
|
0.11
|
|
$
|
0.18
|
|
|
Fully
diluted
|
|
$
|
0.03
|
|
$
|
0.09
|
|
$
|
0.13
|
|
See
notes
to condensed financial statements.
SANTA
MONICA MEDIA CORPORATION
(a
corporation in its development stage)
STATEMENT
OF STOCKHOLDERS' EQUITY
For
the period from June 24, 2005 (inception) through September 30,
2007
(Unaudited)
|
|
|
Common Shares
|
|
Amount
|
|
Additional Paid
in Capital
|
|
Retained
Earnings (Accumulated Deficit)
(Restated)
|
|
Total
(Restated)
|
|
|
Common
shares issued June 24, 2005
at
$.0128 per share
|
|
|
4,687,500
|
|
$
|
4,688
|
|
$
|
55,312
|
|
|
-
|
|
$
|
60,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
|
|
|
|
|
|
|
|
|
|
(60,504
|
)
|
$
|
(60,504
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at December 31, 2005
|
|
|
4,687,500
|
|
|
4,688
|
|
|
55,312
|
|
|
(60,504
|
)
|
|
(504
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
reacquired
|
|
|
(1,562,500
|
)
|
|
(1,563
|
)
|
|
1,563
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
|
|
|
|
|
|
|
|
|
|
(50,150
|
)
|
$
|
(50,150
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at December 31, 2006
|
|
|
3,125,000
|
|
|
3,125
|
|
|
56,875
|
|
|
(110,654
|
)
|
|
(50,654
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale
of units in private placement, including conversion of notes
payable
|
|
|
413,125
|
|
|
413
|
|
|
3,304,587
|
|
|
|
|
|
3,305,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale
of units, net of underwriters' discount and offering costs
|
|
|
12,500,000
|
|
|
12,500
|
|
|
91,107,482
|
|
|
|
|
|
91,119,982
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forgiveness
of interest by a related party
|
|
|
|
|
|
|
|
|
21,992
|
|
|
|
|
|
21,992
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds
subject to possible conversion of 2,499,999 shares
|
|
|
|
|
|
|
|
|
(19,720,992
|
)
|
|
|
|
|
(19,720,992
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
1,337,077
|
|
|
1,337,077
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at September 30, 2007
|
|
|
16,038,125
|
|
$
|
16,038
|
|
$
|
74,769,944
|
|
$
|
1,226,423
|
|
$
|
76,012,405
|
|
See
notes
to condensed financial statements.
SANTA
MONICA MEDIA CORPORATION
(a
corporation in its development stage)
STATEMENTS
OF CASH FLOWS
(Unaudited)
|
|
|
Nine Months Ended
September 30, 2007
(Restated)
|
|
For the period from
June 24, 2005 (inception) through
September 30, 2007
|
|
|
Cash
flow from operating activities:
|
|
|
|
|
|
|
Net
income
|
|
$
|
1,337,077
|
|
$
|
1,226,423
|
|
|
Adjustments
to reconcile net income to net cash provided by operating
activities
|
|
|
|
|
|
|
|
|
Accretion
in fair market value of Treasury Bills held in trust
account
|
|
|
(1,179,830
|
)
|
|
(1,179,830
|
)
|
|
Amortization
of insurance expense
|
|
|
43,750
|
|
|
43,750
|
|
|
Change
in other current assets
|
|
|
(17,039
|
)
|
|
(17,039
|
)
|
|
Increase
in income taxes payable
|
|
|
375,200
|
|
|
375,200
|
|
|
Increase
in deferred income taxes
|
|
|
443,500
|
|
|
443,500
|
|
|
Increase
(decrease) in accounts payable and accrued expenses
|
|
|
(470,555
|
)
|
|
88,842
|
|
|
Net
cash provided by operating activities
|
|
|
532,103
|
|
|
980,846
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from investing activities:
|
|
|
|
|
|
|
|
|
Payment
to trust account
|
|
|
(98,605,000
|
)
|
|
(98,605,000
|
)
|
|
Withdrawals
from trust account
|
|
|
751,988
|
|
|
751,988
|
|
|
Proceeds
from trust account
|
|
|
(1,251,179
|
)
|
|
(1,251,179
|
)
|
|
Net
cash used in investing activities:
|
|
|
(99,104,191
|
)
|
|
(99,104,191
|
)
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from financing activities:
|
|
|
|
|
|
|
|
|
Proceeds
from notes payable, related party
|
|
|
30,000
|
|
|
335,000
|
|
|
Payment
on notes payable, related party
|
|
|
(30,000
|
)
|
|
(30,000
|
)
|
|
Proceeds
from sale of shares of common stock
|
|
|
-
|
|
|
60,000
|
|
|
Proceeds
from private placement
|
|
|
3,000,000
|
|
|
3,000,000
|
|
|
Proceeds
from sale of units, net of offering costs
|
|
|
95,926,993
|
|
|
95,119,982
|
|
|
Net
cash provided by financing activities
|
|
|
98,926,993
|
|
|
98,484,982
|
|
|
|
|
|
|
|
|
|
|
|
Net
increase in cash and cash at end of period
|
|
$
|
354,905
|
|
$
|
361,637
|
|
|
|
|
|
|
|
|
|
|
|
Cash
at beginning of period
|
|
|
6,732
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Cash
at end of period
|
|
$
|
361,637
|
|
$
|
361,637
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental
disclosure of non-cash financing activity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For
the nine months ended September 30, 2007:
|
|
|
|
|
|
|
|
|
Accrued
deferred underwriting fees
|
|
$
|
4,000,000
|
|
|
|
|
In
connection with the public offering, $305,000 of related party debt was
converted to units and interest in the amount of $21,992 was
forgiven
Shares
subject to conversion in the amount of $19,720,992 were recorded as a liability
and reduced the additional paid in capital associated with the public
offering
Directors
and officers' liability insurance was financed in the amount of
$95,625
For
the
period from June 24, 2005 (inception) through September 30, 2007:
Deferred
offering costs in the amount of $1,380,018 were charged against additional
paid
in capital at the time of the offering.
See
notes
to condensed financial statements.
SANTA
MONICA MEDIA CORPORATION
(a
corporation in its development stage)
NOTES
TO FINANCIAL STATEMENTS
(Unaudited)
September
30, 2007
NOTE
1:
BASIS OF PRESENTATION
Restatement
of financial statements:
This
amendment is being filed to reflect a restatement to the provision for income
taxes and related income tax liabilities with respect to the taxability for
state income tax purposes of interest earnings from investments in Treasury
Bills and to restate the number of fully diluted weighted average shares
outstanding. This amendment conforms the interim accounting to the audited
financial statements for the 2007 year as filed in the annual statement on
Form
10-K for December 31, 2007.
The
following table presents the effect of the restatement on the balance
sheet:
|
|
|
September 30, 2007 (unaudited)
|
|
|
|
|
As
previously
reported
|
|
Adjustments
|
|
As
Restated
|
|
|
|
|
|
|
|
|
|
|
|
Income
taxes payable
|
|
$
|
698,700
|
|
$
|
(323,500
|
)
|
$
|
375,200
|
|
|
Deferred
income taxes payable
|
|
$
|
-
|
|
$
|
443,500
|
|
$
|
443,500
|
|
|
Retained
earnings
|
|
$
|
1,346,423
|
|
$
|
120,000
|
|
$
|
1,226,423
|
|
The
following table summarizes the effect of the restatement on the statement
of
income:
|
|
|
Three Months Ended
September 30, 2007
|
|
Nine Months Ended
September 30, 2007
|
|
For
the period from June 24, 2005 (inception) through
September 30, 2007
|
|
|
|
|
Previously
Reported
|
|
Adjustments
|
|
As Restated
|
|
Previously
Reported
|
|
Adjustments
|
|
As Restated
|
|
Previously
Reported
|
|
Adjustments
|
|
As Restated
|
|
|
Provision
for income taxes - current
|
|
$
|
308,195
|
|
$
|
(323,695
|
)
|
$
|
(15,500
|
)
|
$
|
699,500
|
|
$
|
(323,500
|
)
|
$
|
376,000
|
|
$
|
701,100
|
|
$
|
(323,500
|
)
|
$
|
377,600
|
|
|
Provision
for income taxes - deferred
|
|
$
|
-
|
|
$
|
443,500
|
|
$
|
443,500
|
|
$
|
-
|
|
$
|
443,500
|
|
$
|
443,500
|
|
$
|
-
|
|
$
|
443,500
|
|
$
|
443,500
|
|
|
Net
income
|
|
$
|
760,991
|
|
$
|
(119,805
|
)
|
$
|
641,186
|
|
$
|
1,457,077
|
|
$
|
(120,000
|
)
|
$
|
1,337,077
|
|
$
|
1,346,423
|
|
$
|
(120,000
|
)
|
$
|
1,226,423
|
|
|
Weighted
average shares outstanding - fully diluted
|
|
|
16,083,125
|
|
|
2,753,406
|
|
|
18,836,531
|
|
|
11,733,750
|
|
|
2,798,406
|
|
|
14,532,156
|
|
|
6,804,359
|
|
|
2,798,406
|
|
|
9,602,765
|
|
|
Net
income per share - fully diluted
|
|
$
|
0.05
|
|
$
|
(0.02
|
)
|
$
|
0.03
|
|
$
|
0.11
|
|
$
|
(0.02
|
)
|
$
|
0.09
|
|
$
|
0.20
|
|
$
|
(0.07
|
)
|
$
|
0.13
|
|
SANTA
MONICA MEDIA CORPORATION
(a
corporation in its development stage)
NOTES
TO FINANCIAL STATEMENTS
(Unaudited)
September
30, 2007
9.
Income Taxes
The
following table presents the current and deferred income tax provision for
federal and state income taxes:
|
|
|
Three
months ended September 30, 2007
|
|
Nine
months ended September 30, 2007
|
|
For
the period from June 24, 2005 (inception) through September 30,
2007
|
|
|
Current
tax provision:
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
(92,700
|
)
|
$
|
298,000
|
|
$
|
298,000
|
|
|
State
|
|
|
77,200
|
|
|
78,000
|
|
|
79,600
|
|
|
|
|
|
(15,500
|
)
|
|
376,000
|
|
|
377,600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred
tax provision:
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
|
339,500
|
|
|
339,500
|
|
|
339,500
|
|
|
State
|
|
|
104,000
|
|
|
104,000
|
|
|
104,000
|
|
|
|
|
|
443,500
|
|
|
443,500
|
|
|
443,500
|
|
|
Total
provision for income taxes
|
|
$
|
428,000
|
|
$
|
819,500
|
|
$
|
821,100
|
|
Current
income taxes are based upon the year’s income taxable for federal and state tax
reporting purposes. Deferred income taxes (benefits) are provided for certain
income and expenses, which are recognized in different periods for tax and
financial reporting purposes.
Deferred
tax assets and liabilities are computed for differences between the financial
statements and tax bases of assets and liabilities that will result in taxable
or deductible amounts in the future based on enacted tax laws and rates
applicable to the period in which the differences are expected to affect
taxable
income.
Significant
components of the Company's net deferred tax liability at September
30, 2007 and December 31, 2006 are as follows:
|
|
|
September
30, 2007
|
|
December
31, 2006
|
|
|
Net
operating loss carry-forwards
|
|
$
|
—
|
|
$
|
43,000
|
|
|
Expenses
deductible in future periods
|
|
|
62,000
|
|
|
—
|
|
|
Accretion
of
interest on US treasury bills
|
|
|
(505,500
|
)
|
|
—
|
|
|
Total
deferred tax assets (liabilities)
|
|
|
(443,500
|
)
|
|
43,000
|
|
|
Valuation
allowance
|
|
|
—
|
|
|
(43,000
|
)
|
|
Net
deferred taxes
|
|
$
|
(443,500
|
)
|
$
|
—
|
|
In
assessing the realizability of deferred tax assets of $62,000 and $43,000
at
September 30, 2007 and December 31, 2006, respectively, management considered
whether it is more likely than not that some portion or all of the deferred
tax
assets will be realized. The ultimate realization of deferred tax assets
is
dependent upon the generation of future taxable income during the periods
in
which these assets become deductible. Management considers the scheduled
reversal of deferred tax liabilities, the projected future taxable income
and
tax planning strategies in making this assessment. Management's analysis
of the
deferred tax asset at September 30, 2007 concluded that the asset can be
utilized in future periods. Therefore, there is no valuation allowance against
this asset as of September 30, 2007. Based on the Company’s analysis in 2006,
management concluded not to retain a deferred tax asset since it was uncertain
whether the Company could utilize this asset in future periods. Therefore,
the
Company established a full reserve against this asset as of December
31, 2006. The valuation allowance decreased to zero representing a decrease
of $43,000 during the nine months ended September 30, 2007.
A
reconciliation of the expected tax computed at the U.S. statutory federal
income
tax rate to the total benefit for income taxes for the three and nine months
ended September 30, 2007, and the period from June 24, 2005 (inception) through
September 30, 2007 follows:
|
|
|
Three
months ended September 30, 2007
|
|
Nine
months ended September 30, 2007
|
|
For
the period from June 24, 2005 (inception) through September 30,
2007
|
|
|
Expected
tax at 34%
|
|
$
|
364,000
|
|
$
|
733,000
|
|
$
|
696,000
|
|
|
Change
in valuation allowance
|
|
|
--
|
|
|
(43,000
|
)
|
|
--
|
|
|
State
income tax, net of federal tax benefit
|
|
|
57,000
|
|
|
114,000
|
|
|
109,000
|
|
|
Other
|
|
|
7,000
|
|
|
15,500
|
|
|
16,100
|
|
|
Provision
for income taxes
|
|
$
|
428,000
|
|
$
|
819,500
|
|
$
|
821,100
|
|
On
July
13, 2006, the FASB issued Interpretation No. 48,
Accounting
for Uncertainty in Income Taxes - An Interpretation of FASB Statement No.
109
(“FIN
48”), which clarifies the accounting for uncertainty in income taxes recognized
in an entity’s financial statements in accordance with SFAS No. 109,
Accounting
for Income Taxes,
and
prescribes a recognition threshold and measurement attributes for financial
statement disclosure of tax positions taken or expected to be taken on a
tax
return. Under FIN 48, the impact of an uncertain income tax position on the
income tax return must be recognized at the largest amount that is
more-likely-than-not to be sustained upon audit by the relevant taxing
authority. An uncertain income tax position will not be recognized if it
has
less than a 50% likelihood of being sustained. FIN 48 is effective for fiscal
years beginning after December 15, 2006.
The
Company adopted FIN 48,
Accounting
for Uncertainty in Income Taxes
on
January 1, 2007. The Company recognized no cumulative effect
adjustment as a result of adopting FIN 48. At January 1, 2007 and
September 30, 2007, the Company has no unrecognized tax benefits.
The
Company’s continuing practice is to recognize interest and/or penalties related
to income tax matters in income tax expense. As of September 30, 2007, the
Company has no accrued interest and penalties related to uncertain tax
positions.
The
Company is subject to taxation in the U.S. and California. The tax years
2005 to
2007 remain open to examination by the major taxing jurisdictions to
which the Company is subject. The Company currently is not under
examination by any tax authority.
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of
Operations
For
the
period from June 24, 2005 (inception) through September 30, 2007, we generated
net income of $1,226,423 resulting from earnings from investment on our
offering
proceeds less costs attributable to organization, formation, investigation
of
business opportunities and general and administrative
expenses.
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.
|
|
SANTA
MONICA MEDIA CORPORATION
|
|
|
(Registrant)
|
|
|
|
|
|
Date:
May 6, 2008
|
By:
|
/s/
KURT BRENDLINGER
|
|
|
|
Kurt
Brendlinger
|
|
|
|
Chief
Financial Officer
|
|
|
|
(Principal
Financial Officer)
|
INDEX
TO EXHIBITS
|
Exhibit
Number
|
|
Description
|
|
|
|
|
|
31.1
|
|
Certification
of Chief Executive Officer
Pursuant
to 17 CFR 240.13a-14(a)
|
|
|
|
|
|
31.2
|
|
Certification
of Chief Financial Officer
Pursuant
to 17 CFR 240.13a-14(a)
|
|
|
|
|
|
32.1
|
|
Certification
of Chief Excutive Officer
Pursuant
to U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
32.2
|
|
Certification
of Chief Financial Officer
Pursuant
to U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
|
Santa Monica Media Corp. (AMEX:MEJ)
Gráfica de Acción Histórica
De May 2024 a Jun 2024
Santa Monica Media Corp. (AMEX:MEJ)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024
