UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended April 30, 2009
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission file number
333-131621
UOMO MEDIA INC.
(Exact name of registrant as specified in its charter)
NEVADA
20-1558589
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
161 Bay St. 27th Floor, Toronto, Ontario, Canada
M5J 2S1
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code
(416) 368-4400
Securities registered under Section 12(b) of the Exchange Act: None.
Securities registered under Section 12(g) of the Exchange Act: None.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No X
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No X
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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. 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 (Do not check if a smaller reporting company)
Smaller reporting company X
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No X
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. As of October 31, 2008: $4,200,900.
As of August 13, 2009, the registrant had 85,736,085 shares of common stock, par value $0.001, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
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UOMO MEDIA INC.
FORM 10-K
For the fiscal year ended April 30, 2009
TABLE OF CONTENTS
PAGE NUMBER
PART I
Item 1.
Business.
5
Item 1A.
Risk Factors.
9
Item 2.
Properties.
13
Item 3.
Legal Proceedings.
13
Item 4.
Submission of Matters to a Vote of Security Holders.
13
PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities.
13
Item 6.
Selected Financial Data.
15
Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations.
15
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk.
21
Item 8.
Financial Statements and Supplementary Data.
22
Item 9.
Changes in and Disagreements With Accountants on Accounting
and Financial Disclosure.
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Item 9A(T). Controls and Procedures.
52
Item 9B.
Other Information.
53
PART III
Item 10.
Directors, Executive Officers and Corporate Governance.
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Item 11.
Executive Compensation.
56
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.
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Item 13.
Certain Relationships and Related Transactions, and Director Independence
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Item 14.
Principal Accountant Fees and Services.
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PART IV
Item 15.
Exhibits, Financial Statement Schedules.
61
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CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS
Statements in this annual report on Form 10-K may be "forward-looking statements". Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions, or any other statements relating to our future activities or other future events or conditions. These statements are based on current expectations, estimates, and projections about our business based, in part, on assumptions made by our management. These statements are not guarantees of future performance and involve risks, uncertainties, and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and probably will, differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those described above and those risks discussed from time to time in this annual report on Form 10-K, including the risks described under "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and in other documents we file with the Securities and Exchange Commission.
In addition, such statements could be affected by risks and uncertainties related to our financial condition, factors that affect our industry, market and customer acceptance, competition, government regulations and requirements and pricing, as well as general industry and market conditions and growth rates, and general economic conditions. Any forward-looking statements speak only as of the date on which they are made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this annual report on Form 10-K, except as required by law.
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PART I
ITEM 1.
Business
GENERAL
We incorporated on June 10, 2004 as First Source Data, Inc. under the laws of the State of Nevada. As of September 25, 2007, our line of business changed from providing online marketing management and consulting services to providing music publishing, digital music and video, recorded music and production, and talent management services. We are now in the business of producing, managing, and monetizing music-based intellectual property. Effective October 30, 2007, we changed our name to UOMO Media Inc., which we believe more appropriately reflects our current business focus.
In addition, we incorporated two new subsidiaries in Canada, UOMO Productions Inc., effective January 16, 2008, and UOMO Music Publishing Inc., effective April 22, 2008. Additionally, The NE Inc. is a wholly-owned subsidiary of UOMO Productions Inc. and UOMO Songs Ltd. is a wholly-owned subsidiary of UOMO Music Publishing Inc.
We have not been profitable since our incorporation. We have no significant assets or financial resources. The limited extent of our assets and revenues, our early stage of development, and our limited operating history make us subject to the risks associated with start-up companies, including negative cash flows. Our independant registered public accounting firm issued a report to the effect that certain conditions raise substantial doubt about our ability to continue as a going concern.
PRINCIPAL PRODUCTS AND SERVICES
We have remained in the development stage as, to April 30, 2009, we has been in a start-up/investment phase of the new line of business activities, setting up new business relationships and future processes. However we have been able to generate some revenues during the fiscal year.
Our revenues are earned in the form of production, management fees, and royalties from four categories of services, comprising of four divisions. These divisions are described below. The Company negotiates similar contract terms prior to performing services under any of the categories below.
i)
Music Publishing:
UOMO Music Publishing is tasked with creating a catalogue of assets in the form of copyrights. Services include:
a)
Fund advances: providing advances to individual composers
b)
Administration: registration, tracking, and collection of copyright royalties
c)
Creative: creating copyrights by writing songs
d)
Licensing: finding opportunities to monetize copyrights by placing songs on recording artists, films, television, video games, commercials
ii)
Recorded Music:
The Company earns revenue from the ownership of master recordings. UOMO Recorded Music has three core functions:
a)
Catalogue acquisition
b)
Talent acquisition for/and production activities
c)
Distribution arrangements for projects
UOMO Recorded Music is the record label division of UOMO. Production services also falls under this division.
iii)
Digital Distribution:
The Company has been developing digital music and video Web 2.0 software.
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iv)
Talent Management:
The Company earns a percentage of gross revenues for all projects it manages.
We are in the process of developing programming architecture for our new Digital music and video portal referred to in point (iii) above. Approximately 30% of the programming work that was done for the “AdMeUp Network” that had previously been in development was transferred towards building the Digital music and video Web 2.0 software. This is currently on hold.
OUR BUSINESS STRATEGY
Our business strategy is to leverage our unique positioning and expertise to create value and avail ourselves of revenues from all the major sources which comprise the entertainment-related intellectual property chain. Our business model is to expand on the traditional models by creating brands around the acquired intellectual property assets, developing them through production and management, and finally integrating the established and emerging revenue streams that have in the past, been separated, in production, publishing, talent management and distribution of digital content, including music, into a single platform.
MARKETS FOR OUR PRINCIPAL PRODUCTS AND SERVICES
With our international experience and infrastructure, we believe we have a competitive advantage in the new global media arena. Understanding the nuances of international deal making allows us to efficiently articulate our value proposition to stakeholders in major markets globally. We plan on entering the emerging markets in China, India, Eastern Europe and South America.
CUSTOMERS
From September 25, 2007, when our line of business changed, to April 30, 2008, we did not have any revenues. For the year ended April 30, 2009, we began earning revenue from production activities and music publishing.
For the year ended April 30, 2009, we had twenty-two production customers. Of our production customers, our two largest customers were VideoFact and Universal Music. In the twelve month period ended April 30, 2009, we received $455,309 in revenues from grant funds provided by VideoFact, a foundation to assist Canadian talent and production, and $72,345 from Universal Music. $309,742, the balance of our production revenues was dispersed between our remaining twenty customers.
We also received $20,741 in music publishing and other miscellaneous management revenues from our various customers. All of our music publishing revenues were administered by Nettwerk One Music (Canada) Limited.
Since inception until September 25, 2007, under our old business operations, we had non-renewable service contracts with five customers for ancillary services. We have received $618,555 in revenues from discontinued operations from these five customers.
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COMPETITION
The music and entertainment business is occupied by a wide variety of businesses. However, we intend to leverage our position as a vertically integrated music and entertainment company into a multi-platform new media company by addressing the needs of stakeholders and consumers across all media through the implementation of a business model that transgresses the old marketplace. To our knowledge, there is no other company doing what we do right now.
Although there are many small record labels operating, the backbone of the recorded music sector is the majors. As of 2005, the “big four” music groups – Warner Music Group, EMI, Sony BMG, and Universal Music Group – control about 70% of the world music market, and about 80% of the United States music market. They use a network of either fully or partially owned sub-labels and distribution networks which allow them to operate in many different music genres and regions.
The competitors listed above have product and service offerings that far exceed our own. In addition, because of our relatively limited revenues and cash, our capacity to perform certain activities is smaller than that of our competitors.
Although our larger competitors are better funded than us, we believe we can differentiate ourselves with our management expertise in the international marketplace, and by providing innovative ideas. In our opinion, smaller companies such as ours are not at any disadvantage in comparison with larger companies in this regard.
With the Internet changing the way that fees for intellectual media property rights are collected and distributed, the music industry has seen a decline in overall revenues. Low risk music related properties that generate stable ongoing revenues are currently being sold under market value as the industry tries to recover. We believe industry experts who understand the true value of these assets and have access to these properties are now in a position to capitalize.
Digital entertainment and the collection of digital property rights are evolving. Recent events have shown that the industry is implementing controls and developing new revenue models for the distribution and collection of revenue from online digital entertainment properties. Once this process has matured, we believe the increase in global access to digital content through personal digital devices and social networking tools, will create a significant increase in revenues from these properties. By identifying and acquiring undervalued profitable assets today, we believe we will have positioned ourselves to realize an increase in revenues and base values, creating maximum value for stockholders and stakeholders.
As sales of physical recordings are in decline, the big four are under the most pressure from the changing environment because they have the largest overhead as a result of developing their business models in conditions that no longer apply. This is creating opportunities for the next generation of record companies with lower overhead, such as ours, that are able to move quickly into the new market niches as they open up.
We plan to consolidate revenues traditionally dispersed among several rights holders. Ownership, coupled with the ability to generate revenues from broader entertainment content rights, places us at the leading edge of the new revenue paradigm in the entertainment industry. We believe that this multiple revenue stream approach creates and monetizes the dormant value in the current new digital media market.
Given these trends, we believe that we can currently compete favorably. We hope to offset the competitive advantages of our established competitors, however, we may not be able to compete successfully against our current or future competitors who have greater access to capital and positive cash flow from revenues; they may be in a better position to capture a share of the available market. Our competition may have a material adverse effect on our business, results of operations, or financial condition.
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INTELLECTUAL PROPERTY
As of April 30, 2009, we do not own any patents or trademarks. We are not licensing any product or service from a third party that is material to our business. However, it our intent to acquire entertainment-related intellectual property rights such as publishing and copyrights.
EFFECT OF EXISTING OR PROBABLE GOVERNMENTAL REGULATIONS ON OUR BUSINESS
There are numerous laws and regulations that apply to commerce on the Internet or are of more general application but have an effect on our operations. These include laws and regulations with respect to user privacy, freedom of expression, pricing, characteristics and quality of products and services, taxation, advertising, intellectual property rights, information security, language use, and the convergence of traditional telecommunications services with Internet communications. Due to the increasing popularity of use of the Internet by consumers and businesses, it is possible that additional laws and regulations with respect to the Internet may be adopted at federal, state, provincial, and local levels. There may be additional laws and regulations that will apply to the transaction of business by us that we will need to explore as we enter international markets. We are subject to laws in every jurisdiction in which we conduct business. Currently, we are incorporated in the United States and maintain an office in the Province of Ontario, Canada. Current and future laws and regulations within and outside of the United States may have a material adverse effect on us and our Digital Distribution division of our business.
RESEARCH AND DEVELOPMENT
For the fiscal year ended April 30, 2009, we spent $Nil on research and development activities. For the fiscal year ended April 30, 2008, we spent approximately $9,600 on research and development activities, however, these expenses are included in loss from discontinued operations.
EMPLOYEES AND CONTRACTORS
As of August 13, 2009, we did not have any full or part-time employees. As of August 13, 2009, we had three contractors who served as our Company’s management, two of which serve on our board of directors, Camara Alford and Jueane Thiessen. Camara Alford is also our Chairman and Chief Executive Officer, and Jueane Thiessen is also our Chief Financial Officer and Secretary. The third contractor, Peter Coquillard serves as Managing Director of our Publishing division.
We retain contractors to provide services related to our administration, management and development, and to provide business development and services as necessary based on the phase of the business plan and available funds.
Our freelance contractors include management consultants, production crew, and business document writers. As of August 13, 2009, our principal freelance contractors were Katrina Lopes, John Nadalin, and Randall Thorne. Katrina Lopes provides client management services. Both John Nadalin and Randall Thorne provide production services. Prior to September 25, 2007, Lenka Gazova was our principal freelance contractor, providing software programming and website hosting services. From time to time, we have retained contractors for one-off purposes, such as to carry out business analysis or to disseminate news through various online distributors, according to the needs of our customers.
We plan to continue using our existing network of freelance contractors to assist us with the ongoing development of our business and to retain the services of additional contractors as needed. We believe that our use of freelance contractors to conduct our day-to-day operations and product and service development enables us to react to customer demands without the need to incur large fixed overhead costs. We therefore believe that the use of independent contractors will help us to maintain low day-to-day costs of business during our development stage, and we expect to be able to quickly expand our operations as the number and size of our
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customers increase. We believe that our network of freelance contractors is sufficient to support our current levels of business activity, as well as increased levels of activity.
ITEM 1A.
Risk Factors
Risks Relating To Our Business
We intend to grow our Company by acquisition, and if we are not successful, our business will be harmed.
Our business strategy includes the attainment of a portion of our growth through our ability to successfully execute our acquisition model. In order to pursue a growth by acquisition strategy successfully, we must identify suitable candidates for these transactions, complete these transactions, and manage post-closing issues such as integration of the acquired business into our corporate structure. Integration issues are complex, time-consuming, and expensive and, without proper planning and implementation, could significantly disrupt our business. Potential disruptions include diversion of management's attention, loss of key business and/or personnel from the acquired company, unanticipated events, and legal liabilities. If the business becomes impaired, there could be partial or full write-offs attributed to the acquisition.
The independent auditor’s opinion on our financial statements for the year ended April 30, 2009 includes an explanatory paragraph to their audit opinion stating that there are certain conditions that raise substantial doubt about our ability to continue as a going concern.
Our continued operations are contingent on our ability to raise additional capital and obtain financing and success in future operations. If we do not acquire sufficient additional funding or alternative sources of capital to meet our working capital, we may have to substantially curtail our operations and business plan. If we do not achieve sufficient revenues to meet our future obligations, we intend to seek sufficient financial resources by issuing shares of common stock, borrowing cash from a bank or one of our directors, or a combination of these activities. We may be unable to obtain additional financing using any of these methods. These conditions raise substantial doubt about our ability to continue as a going concern. However, our financial statements do not include any adjustments that might result if we are unable to continue our business. The report of our independent auditors for the year ended April 30, 2009 states that our current status and recent change in line of business raises substantial doubt about our ability to continue as a going concern. Until such time we receive additional debt or equity financing, there is a risk that our auditors will continue to include a going concern provision in their reports.
We have a limited operating history and may never achieve or sustain profitable operations.
We have a short operating history and have not been profitable since our incorporation in June 2004. Even if we obtain future revenues sufficient to expand operations, increased operational or marketing expenses could adversely affect our liquidity. The limited extent of our assets and revenues, our early stage of development, and our limited operating history make us subject to the risks associated with start-up companies, including potentially negative cash flows. We have no significant assets or financial resources. Our lack of operating history makes it very difficult for you to make an investment decision based upon our managerial skill. We may never become profitable and our stockholders may lose their entire investment.
We depend on our officers and directors to perform our business activities and our ability to recruit and retain the qualified individuals needed to operate and develop our business is unknown.
We depend on our officers and directors to perform many of our business activities. Currently, our Chairman and Chief Executive Officer, Camara Alford, personally carries out our management activities. Mr. Alford also liaises with external contractors who provide additional consulting services. Our Chief Financial Officer, Jueane Thiessen, personally performs most of our accounting and financial management functions. Our present management structure, although adequate for the early stage of our operations, will likely have to be significantly augmented as our operations expand. Our future success will depend in part on the services of our
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key personnel and, additionally, on our ability to identify, hire and retain additional qualified personnel. There is intense competition for qualified management, marketing, accounting, and sales personnel in our main area of business, online marketing consulting and management. We may not be able to continue to attract and retain the personnel needed to operate and develop our business. Because we rely on our directors and officers to perform our sales, accounting, and financial management activities, failure to attract and retain key personnel could have a material adverse effect on us.
We have limited cash which we anticipate will be insufficient to fund our plan of operations for the twelve months ending April 30, 2010 and if we are unable to raise additional capital, our business may fail and stockholders may lose their entire investment.
We have limited capital reserves to finance expansion or to protect us from a downturn in business. We currently do not have sufficient cash to fund operations for the twelve months ending April 30, 2010. We will need to raise additional funds to fully fund our operations for the twelve month period beginning May 1, 2009. Additional financing may come in the form of an offering of common shares, borrowing from a bank or one of our directors, or from revenues generated by new business. If additional shares are issued to raise capital, our existing stockholders will suffer a dilution of their stock ownership and the value of our outstanding shares may fall. If we borrow more money, we will have to pay interest and may also have to agree to restrictions that limit our operating flexibility. We have no commitments for additional financing and there can be no assurance that additional funds will be available when needed, or on terms acceptable to us, if at all. If adequate funds are not available we may be required to change our planned business strategies. If we are unable to obtain adequate financing, we may not be able to successfully develop and market our products and services. As a result, we would need to curtail business operations which would have a material negative effect on operating results, the value of our outstanding stock is likely to fall, and our business may fail causing our stockholders to lose their entire investment.
Two of our directors, Camara Alford and Jueane Thiessen, also serve as our officers. These interrelationships may create conflicts of interest that might be detrimental to us.
There are various interrelationships between our officers and directors that may create conflicts of interest that might be detrimental to us. One of our directors, Camara Alford, is our Chairman and Chief Executive Officer. Jueane Thiessen, also our director, is our Chief Financial Officer and Secretary. Our board of directors, which appoints our officers, currently consists of three persons, Mr. Alford, Ms. Thiessen, and J. Sean Diaz. Together, Mr. Alford and Ms. Thiessen control over sixty-six percent of the voting power of the board of directors. Because Mr. Alford and Ms. Thiessen are both directors and officers, there exists a potential future conflict of interest regarding the decision to remove our officers or appoint new officers. Our directors and officers will deal with any such conflicts of interest, should they arise, in accordance with our Corporate Code of Ethics and applicable corporate law principles.
We may be subject to foreign currency fluctuation and such fluctuation may adversely affect our financial position and results.
We are currently located in Canada and pay most of our expenses in United States dollars. However, our target market is global. We may enter into contracts that require customers to pay us in currencies other than United States dollars. Therefore, our potential operations make us subject to foreign currency fluctuation. We do not make investments that offset the risk of adverse foreign currency fluctuations and we may suffer increased expenses and overall losses as a result.
We do not own patents on our products and, if other companies copy our products, our revenues may decline which may result in a decrease in our stock price.
We do not own patents on our products we have developed and we do not currently intend to file for patent protection on those products. Therefore, another company could recreate our products and could compete against us, which could adversely affect our revenues.
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We do not carry any insurance and we may be subject to significant lawsuits which could substantially increase our expenses.
We do not carry any insurance. There are a number of occurrences that could adversely affect our financial condition. These include damage to our assets, financial records, or other property by fire or water, as well as any successful lawsuits against us involving recovery of damages arising out of our contractual, legal, or other duties. Should such an uninsured loss occur, our costs may substantially increase which would lower our overall profitability, if any.
Risks Relating To Our Stock
“Penny stock” rules may make buying or selling our securities difficult, which may make our stock less liquid and make it harder for investors to buy and sell our shares.
Trading in our securities is subject to the SEC’s “penny stock” rules and it is anticipated that trading in our securities will continue to be subject to the penny stock rules for the foreseeable future. The SEC has adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. These rules require that any broker-dealer who recommends our securities to persons other than prior customers and accredited investors must, prior to the sale, make a special written suitability determination for the purchaser and receive the purchaser’s written agreement to execute the transaction. Unless an exception is available, the regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the risks associated with trading in the penny stock market. In addition, broker-dealers must disclose commissions payable to both the broker-dealer and the register representative and current quotations for the securities they offer. The additional burdens imposed upon broker-dealers by these requirements may discourage broker-dealers from recommending transactions in our securities, which could severely limit the liquidity of our securities and consequently adversely affect the market price for our securities.
Existing and prospective stockholders may experience significant dilution if we enter into a business combination with a private concern or public company and issue securities to stockholders of such private company.
Our business plan contemplates that we may acquire other companies or assets. As a result, we may enter into a business combination with a private concern or public company that, depending on the terms of merger or acquisition, may result in us issuing securities to stockholders of any such private company. The issuance of previously authorized and unissued common shares would result in a reduction in the percentage of shares owned by our present and prospective stockholders and may result in a change in control or management of our Company.
Douglas McClelland, one of our former directors, controls approximately 71% of our common shares, and he may not vote his shares in a manner that benefits minority stockholders.
As of April 30, 2009, Douglas McClelland, one of our former directors, owns approximately 71% of our voting stock. As a result, Mr. McClelland exercises significant control over our business affairs and policy. Mr. McClelland is able to significantly influence all matters requiring approval by stockholders, including the election of directors and the approval of significant corporate transactions. This concentration of ownership may also have the effect of delaying, deterring, or preventing a change in control and may make some transactions more difficult or impossible to complete without the support of Mr. McClelland. In addition, Mr. McClelland may not have an interest in fully promoting the sale of our common stock if such sales would reduce the opportunity for him to sell his own shares at any time in the future.
Our common stock has experienced in the past, and is expected to experience in the future, significant price and volume volatility, which substantially increases the risk that our stockholders may not be able to sell their shares at or above the price that they paid for the shares.
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Because of the limited trading market for our common stock, and because of the possible price volatility, you may not be able to sell your shares of common stock when you desire to do so. From March 25, 2009 and through July 25, 2009, our common stock was sold and purchased at prices that ranged from a high of $1.06 to a low of $0.06 per share (with prices adjusted for a four-to-one forward split in our stock that occurred on June 6, 2007). An inability for our stockholders to sell their shares in a rapidly declining market as a result of the illiquidity in our stock may substantially increase their risk of loss because the price for our common stock may suffer greater declines due to its price volatility.
The price of our common stock that will prevail in the market may be higher or lower than the price that our stockholders pay. Certain factors, some of which are beyond our control, that may cause our share price to fluctuate significantly include, but are not limited to, the following:
·
Variations in our quarterly operating results;
·
Development of a market in general for our products and services;
·
Changes in market valuations of similar companies;
·
Announcement by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments;
·
Loss of a major customer or failure to complete significant transactions;
·
Additions or departures of key personnel; and
·
Fluctuations in stock market price and volume.
Additionally, in recent years the stock market in general, and stocks quoted on the Over-The-Counter, or OTC, Bulletin Board in particular, have experienced significant price and volume fluctuations. In some cases, these fluctuations are unrelated or disproportionate to the operating performance of the underlying companies. These market and industry factors may materially and adversely affect our stock price, regardless of our operating performance.
Over the past few months, there have been periods of significant increases in trading volume of our common stock during which the price of our stock has both increased and decreased. The historical trading of our common stock is not necessarily an indicator of how it will trade in the future and our trading price as of the date of this annual report does not necessarily portend what the trading price of our common stock might be in the future.
Moreover, class action litigation has often been brought against companies following periods of volatility in the market price of the common stock of those companies. If we become involved in this type of litigation in the future, it could result in substantial costs and diversion of management attention and resources, which could have a further negative effect on investments in our stock.
Our directors have the right to authorize the issuance of preferred stock and additional shares of our common stock.
Our directors, within the limitations and restrictions contained in our articles of incorporation and without further action by our stockholders, have the authority to issue shares of preferred stock from time to time in one or more series and to fix the number of shares and the relative rights, conversion rights, voting rights, and terms of redemption, liquidation preferences and any other preferences, special rights and qualifications of any such series. We have no intention of issuing preferred stock at the present time. Any issuance of preferred stock could adversely affect the rights of holders of our common stock.
Should we issue additional shares of our common stock at a later time, the ownership interest of each of our current stockholders would be proportionally reduced. Our stockholders do not have any preemptive right to acquire additional shares of our common stock, or any of our other securities.
If we fail to remain current on our reporting requirements, we could be removed from the OTC Bulletin Board which would limit the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.
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Companies trading on the OTC Bulletin Board, such as us, must be reporting issuers under Section 12 of the Exchange Act, and must be current in their reports under Section 13, in order to maintain price quotation privileges on the OTC Bulletin Board. If we fail to remain current on our reporting requirements, we could be removed from the OTC Bulletin Board. As a result, the market liquidity for our securities could be severely adversely affected by limiting the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.
Item 2.
Properties
Our business operations are conducted from our principal executive offices at 161 Bay St. 27th Floor, Toronto, Ontario, Canada, M5J 2S1, which we have leased from Regus Business Centres from May 1, 2007 to April 30, 2009, and have renewed for an additional one-year period. We believe that all of our facilities are adequate for current operations for at least the next twelve months. However, we expect that we could locate other suitable facilities at our current address at comparable rates, should we need more space.
Item 3.
Legal Proceedings
We may be involved from time to time in ordinary litigation, negotiation and settlement matters that will not have a material effect on our operations or finances. We are not aware of any pending or threatened litigation against us or our officers and directors in their capacity as such that could have a material impact on our operations or finances.
Item 4.
Submission of Matters to a Vote of Security Holders
During the fourth quarter of our fiscal year ended April 30, 2009, no matter was submitted to a vote of security holders through the solicitation of proxies or otherwise.
PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
MARKET INFORMATION
Our common stock is quoted on the OTC Bulletin Board under the symbol "UOMO.OB." Our stock was not actively traded until March 26, 2007.
The following table sets forth, for the quarterly periods indicated, the range of high and low bid prices of our common stock as reported on the OTC Bulletin Board since our stock became actively traded. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions. Prices reflect a four-to-one forward stock split effective June 6, 2007.
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For the Fiscal Year Ended April 30, 2009
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High
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Low
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Quarter ended July 31, 2008
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$ 0.80
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$ 0.25
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Quarter ended October 31, 2008
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$ 0.50
|
|
$ 0.15
|
|
Quarter ended January 31, 2009
|
$ 0.21
|
|
$ 0.05
|
|
Quarter ended April 30, 2009
|
$ 0.13
|
|
$ 0.06
|
|
|
|
|
|
|
For the Fiscal Year Ended April 30, 2008
|
High
|
|
Low
|
|
Quarter ended July 31, 2007
|
$ 0.29
|
|
$ 0.145
|
|
Quarter ended October 31, 2007
|
$ 0.45
|
|
$ 0.19
|
|
Quarter ended January 31, 2008
|
$ 0.74
|
|
$ 0.47
|
|
Quarter ended April 30, 2008
|
$ 0.72
|
|
$ 0.30
|
13
|
|
|
|
|
|
For the Fiscal Year Ended April 30, 2007
|
High
|
|
Low
|
|
Quarter ended April 30, 2007*
|
$ 0.163
|
|
$ 0.08
|
*From March 26, 2007 through April 30, 2007
DIVIDENDS
Since our inception, no dividends have been paid on our common stock. We intend to retain any earnings for use in our business activities, so it is not expected that any dividends on our common stock will be declared and paid in the
foreseeable future.
HOLDERS
As of August 13, 2009, we had 85,736,085 shares of our common stock outstanding and our shares of common stock were held by approximately 29 stockholders of record. The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of common stock whose shares are held in the names of various security brokers, dealers, and registered clearing agencies.
RECENT SALES OF UNREGISTERED SECURITIES
On January 1, 2006, we entered into an agreement with Lenka Gazova, one of our stockholders, for a period of twelve months under which Ms. Gazova was required to perform programming services to develop the “AdMeUp Network” for a minimum of 20 hours per month. Under this agreement, we owned all copyright, intellectual property, and other ownership rights to the work performed by Ms. Gazova. Compensation was due when all services were complete and we had the option to determine the form and amount of compensation payable to Ms. Gazova based on one of the following options: a) $ 19,200 in cash; b) a number of our unregistered common shares equal to $19,200 divided by the weighted average trading price of the our common shares posted on any stock quotation or listing service for the 10-day period prior to the date of payment; or c) some combination of a) and b) that will yield a market value of $19,200. We have not yet paid the compensation owing to Ms. Gazova under this agreement and have not yet determined whether the fees or these services will be paid in cash, unregistered stock, or a combination of cash and unregistered stock. On January 1, 2007, we entered into a new agreement with Ms. Gazova with the same terms for an additional period of twelve months to continue providing programming services on the “AdMeUp Network.” The option for us to issue shares to Ms. Gazova under each of these agreements was pursuant to the Regulation S exemption. Ms. Gazova is not a U.S. person as defined in Rule 902(k) of Regulation S, and no sales efforts were conducted in the U.S. in accordance with Rule 903(c). Ms. Gazova acknowledged that if we compensate her in unregistered shares for her services, the shares purchased must come to rest outside the U.S. This transaction did not involve a distribution or public offering, and no commission was paid in connection with this option agreement.
On April 22, 2008, we issued 25,000 shares of our restricted common stock to J. Sean Diaz, as compensation for serving on our board of directors, valued at $10,000.
On April 22, 2008, we issued 62,500 shares of our restricted common stock to Peter Coquillard, as compensation for serving as the Managing Director of our Publishing division, valued at $25,000.
On June 20, 2008, we issued 13,612 shares of our restricted common stock, valued at $7,500 to Christopher Perry, as part compensation to acquire a publishing catalogue.
14
On September 17, 2008, we issued 47,319 shares of our restricted common stock to Carolyn Cottingham, in return for services, valued at $15,000.
On October 20, 2008, we issued 20,227 shares of our restricted common stock, valued at $4,167 to Nicole Hughes, as part compensation to acquire a publishing catalogue.
On October 20, 2008, we issued 40,000 shares of our restricted common stock to Katrina Lopes, as compensation for client management services, valued at $6,800.
On November 17, 2008, we issued a further 45,998 shares of our restricted common stock, valued at $7,500 to Christopher Perry, as part compensation on the acquisition of a publishing catalogue.
On November 17, 2008, we issued 10,000 shares of our restricted common stock to Sarah Thompson, as compensation for public relations and writing services valued, at $1,600.
On December 23, 2008, we issued another 25,000 shares of our restricted common stock to J. Sean Diaz, as compensation for serving on our board of directors for another year, valued at $2,750.
On December 23, 2008, we issued 446,429 shares of our restricted common stock to Peter Coquillard, as compensation for serving as the Managing Director of our Publishing division for another year, valued at $50,000.
With respect to the issuance of our securities described above, we relied on the Section 4(2) exemption from securities registration under the federal securities laws for transactions not involving any public offering. No advertising or general solicitation was employed in offering the securities. The securities were issued to an accredited investor. The securities were offered for investment purposes only and not for the purpose of resale or distribution, and the transfer thereof was appropriately restricted by us.
Item 6.
Selected Financial Data
Smaller reporting companies are not required to provide the information required by this Item.
Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations
INTRODUCTION
The following discussion and analysis compares our results of operations for the twelve months ended April 30, 2009 to the same period in 2008. This discussion and analysis should be read in conjunction with our financial statements and the related notes thereto included elsewhere in this annual report for the year ended April 30, 2009. This annual report contains certain forward-looking statements and our future operation results could differ materially from those discussed herein.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This annual report on Form 10-K contains forward-looking statements that involve risks and uncertainties. You should not place undue reliance on these forward-looking statements. Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons, including the risks described in this report and other reports we file with the U.S. Securities and Exchange Commission. Although we believe the expectations reflected in the forward-looking statements are reasonable, they relate only to events as of the date on which the statements are made. We do not intend to update any of the forward-looking statements after the date of this report to conform these statements to actual results or to changes in our expectations, except as required by law.
15
OVERVIEW
We incorporated on June 10, 2004 as First Source Data, Inc. under the laws of the State of Nevada. As of September 25, 2007, our line of business changed from providing online marketing management and consulting services to providing music publishing, digital music and video, recorded music and production, and talent management services. We are now in the business of producing, managing, and monetizing music-based intellectual property. Effective October 30, 2007, we changed our name to UOMO Media Inc., which we believe more appropriately reflects our current business focus.
CRITICAL ACCOUNTING POLICIES
Management's Discussion and Analysis of Financial Condition and Results of Operations is based upon our financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to the reported amounts of revenues and expenses, bad debt, investments, intangible assets, income taxes, and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates under different assumptions or conditions. We consider the following accounting policies to be critical because the nature of the estimates or assumptions is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change or because the impact of the estimates and assumptions on financial condition or operating performance is material.
Cash, Cash Equivalents, and Long Term Investments
Cash equivalents usually consist of highly liquid investments, which are readily convertible into cash with maturity of three months or less when purchased. As at April 30, 2009, cash equivalents consist of $16,321 (April 30, 2008 - $11,087) as bank balance.
Cash is designated as “held-for-trading” and is measured at carrying value, which approximates fair value.
Fair values for certain private equity investments are estimated by external investment managers if market values are not readily ascertainable. These valuations necessarily involve assumptions and methods that are reviewed by the Company’s management. Resulting gains or losses from investments are recognized in investment earnings.
Revenue Recognition
The Company recognizes revenue when the following four conditions are present:
·
persuasive evidence of an arrangement exists;
·
delivery has occurred or services have been rendered;
·
the seller’s price to the buyer is fixed or determinable; and
·
collection is reasonably assured.
The Company earns revenues in the form of production, management fees, and royalties from four categories of services, comprising of four divisions. These divisions are described below. The Company negotiates similar contract terms prior to performing services under any of the categories below.
i)
Music Publishing:
UOMO Music Publishing is tasked with creating a catalogue of assets in the form of copyrights. Services include:
a)
16
Fund advances: providing advances to individual composers
b)
Administration: registration, tracking, and collection of copyright royalties
c)
Creative: creating copyrights by writing songs
d)
Licensing: finding opportunities to monetize copyrights by placing songs on recording artists, films, television, video games, commercials
ii)
Recorded Music:
The Company earns revenue from the ownership of master recordings. UOMO Recorded Music has three core functions:
a)
Catalogue acquisition
b)
Talent acquisition for/and production activities
c)
Distribution arrangements for projects
UOMO Recorded Music is the record label division of UOMO. Production services also falls under this division.
iii)
Digital Distribution:
The Company has been developing digital music and video Web 2.0 software.
iv)
Talent Management:
The Company earns a percentage of gross revenues for all projects it manages.
For the year ending April 30, 2009, the Company earned revenue from production activities and music publishing. These revenues are recognized at the time of performance. The Company defers revenue should payments be received in advance of the above services being recorded.
Foreign Currency Translations
The Company maintains its accounting records in U.S. dollars, which is the functional, and reporting currency. Foreign currency transactions are translated into the functional currency in the following manner.
At the transaction date, each asset, liability, revenue and expense is translated into the functional currency by the use of the exchange rate in effect at that date. At the period end, monetary assets and liabilities are translated into the functional currency by using the exchange rate in effect at that date. The resulting foreign exchange gains and losses are included in operations.
.
Stock-based compensation
The Company has adopted SFAS 123 (Revised), “Share Based Payment,” which requires the Company to measure the cost of employee and non-employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. That cost will be recognized over the period during which an employee or a non-employee is required to provide service in exchange for the award-the requisite service period. No compensation cost is recognized for equity instruments for which employees do not render the requisite service. The grant-date fair value of employee and non-employee share options and similar instruments will be estimated using option-pricing models adjusted for the unique characteristics of those instruments.
RECENT ACCOUNTING PRONOUNCEMENTS
In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted Accounting Principles" ("SFAS 162"). SFAS 162 is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. GAAP for nongovernmental entities. SFAS 162 is effective 60 days following the Securities and Exchange Commission's approval of the Public Company Accounting Oversight Board auditing amendments to AU Section 411, "The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles." The Company does not expect SFAS 162 to have a material effect on its consolidated financial statements.
17
In May 2008, the FASB issued SFAS 163 "Accounting for Financial Guarantee Insurance Contracts-an interpretation of FASB Statement No. 60." SFAS 163 requires that an insurance enterprise recognize a claim liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation. This Statement also clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities. Those clarifications will increase comparability in financial reporting of financial guarantee insurance contracts by insurance enterprises. This Statement requires expanded disclosures about financial guarantee insurance contracts. The accounting and disclosure requirements of the Statement will improve the quality of information provided to users of financial statements. This Statement is effective for financial statements issued for fiscal years beginning after December 15, 2008, and all interim periods within those fiscal years, except for some disclosures about the insurance enterprise's risk-management activities. The Company does not expect SFAS 163 to have a material effect on its consolidated financial statements.
In April 2009, the FASB issued SFAS 164 “Not for Profit Entities; Mergers and Acquisitions-Including an amendment of FASB Statement No. 142”. SFAS 164 establishes principles and requirements for when a not-for-profit agency entity combines with one or more other not-for profit entities, businesses, or nonprofit activities. This Statement improves the relevance, representational faithfulness, and comparability of the information a not-for-profit entity provides about goodwill and other intangible assets after an acquisition. This Statement is effective for mergers for which the merger date is on or after the beginning of an initial reporting period beginning on or after December 15, 2009, and acquisitions for which the acquisition date is on or after the beginning of the first annual reporting period on or after December 15, 2009. The Company does not expect SFAS 164 to have a material effect on its consolidated financial statements.
In May 2009, the FASB issued SFAS 165 “Subsequent Events”. SFAS 165 requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date, that is, whether that date represents the date the financial statements were issued or available to be issued. In accordance with this Statement, an entity should apply the requirements to interim or annual financial periods ending after June 15, 2009. The Company does not expect SFAS 165 to have a material effect on its consolidated financial statements.
In June 2009, the FASB issued SFAS 166 “Accounting for Transfers of Financial Assets-an amendment of FASB Statement No. 140”. SFAS 166 requires that a transferor recognize and initially measure at fair value all assets obtained (including a transferor’s beneficial interest) and liabilities incurred as a result of a transfer of financial assets accounted for as a sale. SFAS 166 must be applied as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. Earlier application is prohibited. This Statement must be applied to transfers occurring on or after the effective date. The Company does not expect SFAS 166 to have a material effect on its consolidated financial statements.
18
In June 2009, the FASB issued SFAS 167 “Amendments to FASB Interpretation No. 46(R)”. SFAS 167 requires an additional reconsideration event when determining whether an entity is a variable interest entity when any changes in facts and circumstances occur such that the holders of the equity investment at risk, as a group, lose the power from voting rights or similar rights of those investments to direct the activities of the entity that most significantly impact the entity’s economic performance. It also requires ongoing assessments of whether an enterprise is the primary beneficiary of a variable interest entity. SFS 167 shall be effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. Earlier application is prohibited. The Company does not expect SFAS 167 to have a material effect on its consolidated financial statements.
In June 2009, the FASB issued SFAS 168 “ The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles-a replacement of FASB Statement No. 162”. The FASB Accounting Standards Codification will become the source of authoritative U.S. generally accepted accounting principles (GAAP) recognized by the FASB to be applied by nongovernmental entities. Following SFAS 168, the Board will not issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts. Instead, it will issue Accounting Standards Updates. This Statement is effective for financial statements issued for interim and annual periods ending after September 15, 2009. On the effective date of this Statement, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other nongrandfathered non-SEC accounting literature no included in the Codification will become nonauthoritative. The Company does not expect SFAS 168 to have a material effect on its consolidated financial statements.
None of these recent pronouncements are applicable to our Company or have a material effect on our results of operations or financial position.
RESULTS OF OPERATIONS FOR THE TWELVE MONTHS ENDED APRIL 30, 2009 AS COMPARED TO THE TWELVE MONTHS ENDED APRIL 30, 2009
Revenue
For the year ended April 30, 2009, we generated $858,137 in revenues. For the year ended April 30, 2008, no revenues were generated. Our revenues generated in the past had been from ancillary services and operation of these services has been discontinued as of September 25, 2007. Since we have embarked on our new line of business, $858,137 is the total revenues generated from continued operations to date. Since our inception on June 10, 2004, we have had revenues from discontinued operations of $618,555.
Cost of Goods Sold
During the year ended April 30, 2009, we incurred $849,001 in cost of goods sold expense for providing production services. Since we did not generate any revenues for the year ended April 30, 2008, we did not incur any cost of goods sold expense during this period.
Expenses
During the year ended April 30, 2009, we incurred total expenses from continuing operations of $467,298 comprised of selling and administrative expense of $465,511 and amortization expense of $1,787. During the year ended April 30, 2008, we incurred total expenses, from both continuing and discontinued operations of $301,933 comprised of selling and administrative expense of $234,931 from continuing operations, amortization expense of $5,912, and $61,090 from discontinued operation. The largest three expenses in the year ended April 30, 2009, besides Cost of Goods Sold expense of $849,001, were $254,763 for consulting and management services, $97,259 for accounting fees, and $23,934 for travel expenses, compared to $110,007 for consulting and management services, $54,276 for accounting fees, and $37,656 for advertising and promotion fees, the three largest expenses for the year ended April 30, 2008. Expenses were higher in the year ended April 30, 2009 due to increased operations.
There were no research and development expenses from continuing operations in either of the twelve month periods which pertain to development of the AdMeUp Network as this has been discontinued. The AdMeUp Network is no longer in development, however, we intend to use a portion of the code that was developed for our digital video and sound operations.
Discontinued Operations
As of September 25, 2007, our line of business changed from providing online marketing management and consulting services to providing music publishing, digital music, production, and talent management services. We decided to change our business focus because we identified new opportunities in the music publishing, digital music, production, and talent management business that could enable us to achieve greater profits over the course of the next twelve months and in the long term than we would be able to achieve if the existing line of business was continued.
19
Therefore, as of October 31, 2007, all of our revenues and 70% of our research and development expense, as well as a 70% allocation of our selling and administrative expense, since inception, have been classified as discontinued operations.
Net Income/Loss
During the year ended April 30, 2009, we incurred a net loss of $458,162 compared with a net loss of $301,933 for the year ended April 30, 2008. Our expenses for the year ended April 30, 2009 were higher than the same period during the previous fiscal year primarily due to our increased operations. While we did recognize revenue in the year ended April 30, 2009, we also incurred the corresponding Cost of Goods sold of $849,001, as well as overall increased expenses due to increase in activity and personnel.
LIQUIDITY AND CAPITAL RESOURCES
We do not yet have an adequate source of reliable, long-term revenue to fund operations. We may not achieve a consistent and reliable revenue stream adequate to support continued operations and development of our new line of business activities.
As of April 30, 2009, we had cash and cash equivalents of $16,321. We had total current assets of $247,800, which is made up of $228,280 in accounts receivable and $3,199 in prepaid expenses and deposits. Our liquidity as of April 30, 2009 should be interpreted in conjunction with a recorded liability of $411,454 loan payable on demand.
Our future capital requirements will depend on a number of factors, including costs associated with development of our new line of business activities, the cost of marketing the new activities, and our ability to generate revenues from the music publishing, digital video and music, recorded music and production, and talent management services. We lacked sufficient cash and cash equivalents on hand to conduct operations at the end of our fiscal year ending April 30, 2009.
In order to generate adequate cash to continue operations, we plan to begin assembling a team of top music professionals to serve in our key management areas in each of our four divisions: Digital music and video, Music publishing, Recorded music, and Talent management services. We have already found someone to lead our Publishing division and we are actively searching for other qualified personnel. We plan to use a portion of the source code developed for the AdMeUp Network for our digital music and video distribution technology portal. In addition, we intend to identify other companies that may be suitable for acquisition. If we acquire or merge with another entertainment company, we may be able to fund the continued development of our new line of business by using the cash held by the acquired or merged company or the cash proceeds of ongoing operations of the resulting company.
Our financial statements have been prepared on a continuing operation basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.
SUBSEQUENT EVENTS
On May 18, 2009, we entered into a joint venture partnership agreement to form a newly created digital strategy and communication company called Bassline.
In May 2009, we added a new marketing division called AdUOMO to focus on product placements and celebrity endorsement opportunities within entertainment properties.
On June 15, 2009, we issued a promissory note to a director of the Company in consideration of $10,000 CAD, or approximately $8,817 USD of cash that was borrowed on the same date. The note is payable on demand and with no interest.
20
On June 29, 2009, we issued a note payable to Next Level Ltd., in consideration of a draw down unsecured loan up to an aggregate of USD 250,000 over a term of one year. Any unpaid amount of the drawn down balance borrowed is payable on demand to Next Level Ltd. Interest payable on the principal amount is to be accrued at a floating rate equal to the prime rate plus 2%. We are permitted to make partial payments against the principal amount and interest at any time without penalty.
In June 2009, we entered into management, co-publishing and record production agreements, with Desman Inc.
On July 16, 2009, the Company entered into a music agreement and an agreement for promotional appearances with Colgate-Palmolive Canada Inc.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
Smaller reporting companies are not required to provide the information required by this Item.
21
Item 8.
Financial Statements and Supplementary Data
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2009 AND 2008, AND THE PERIOD FROM
JUNE 10, 2004 (INCEPTION) TO APRIL 30, 2009
FORMING A PART OF ANNUAL REPORT
PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934
UOMO MEDIA INC.
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Page #
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Report of Independent Registered Public Accounting Firm
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23
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Consolidated Balance Sheets as of April 30, 2009 and April 30, 2008
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24
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Consolidated Statements of Operations and Comprehensive Loss for the Years ended April 30, 2009 and 2008, and the Period from June 10, 2004 (Inception) to April 30, 2009
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25
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Consolidated Statements of Changes in Stockholders’ Deficiency for the Years ended April 30, 2009 and 2008 and the Period from June 10, 2004 (Inception) to April 30, 2009
|
26-28
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Consolidated Statements of Cash Flows for the Years ended April 30, 2009 and 2008, and the Period from June 10, 2004 (Inception) to April 30, 2009
|
29
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Notes to Consolidated Financial Statements
|
30-51
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22
Schwartz Levitsky Feldman llp
CHARTERED ACCOUNTANTS
LICENSED PUBLIC ACCOUNTANTS
TORONTO
·
MONTREAL
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
UOMO Media Inc. (Formerly First Source Data, Inc.)
(A Development Stage Company)
We have audited the accompanying consolidated balance sheets of UOMO Media Inc. (Formerly First Source Data, Inc.) (A Development Stage Company incorporated in the State of Nevada) as of April 30, 2009 and 2008 and the related consolidated statements of operations and comprehensive loss, changes in stockholders' deficiency and cash flows for the years ended April 30, 2009 and 2008 and for the period from June 10, 2004 (date of inception) to April 30, 2009. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of UOMO Media Inc. (Formerly First Source Data, Inc.) as of April 30, 2009 and April 30, 2008, the results of its operations and its cash flows for the years ended April 30, 2009 and April 30, 2008 and for the period from June 10, 2004 (date of inception) to April 30, 2009 in accordance with generally accepted accounting principles in the United States of America.
The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal controls over financial reporting. Accordingly, we express no such opinion.
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in note 2 to the consolidated financial statements, the Company is in the development stage and recently changed its line of business. This raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to its current status are also described in note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
"Schwartz Levitsky Feldman"
Toronto, Ontario, Canada
Chartered Accountants
July 22, 2009
Licensed Public Accountants
1167 Caledonia Road
Toronto, Ontario M6A 2X1
Tel: 416 785 5353
Fax: 416 785 5663
23
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UOMO MEDIA INC.
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(Formerly FIRST SOURCE DATA, INC.)
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(A Development Stage Company)
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CONSOLIDATED BALANCE SHEETS AS OF APRIL 30, 2009 AND 2008
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(
Amounts expressed in US Dollars)
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Notes
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30-Apr-09
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30-Apr-08
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ASSETS
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Current Assets:
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Cash and Cash Equivalents
|
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16,321
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11,087
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Accounts Receivable (less Allowance for Doubtful Accounts
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228,280
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-
|
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$ Nil & $ Nil at April 30, 2009 and 2008 respectively)
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Prepaid Expenses and Deposits
|
7
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3,199
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3,874
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Other Receivable
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8
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-
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1,646
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247,800
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16,607
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Publishing Catalogue
|
10
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340,000
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-
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Long Term Investments
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11
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299,235
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-
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Property and Equipment
|
9
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-
|
1,787
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TOTAL ASSETS
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$887,035
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$18,394
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LIABILITIES AND STOCKHOLDERS' DEFICIENCY
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Current Liabilities:
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Advances Against Royalty Revenue – Publishing Catalogue
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32,258
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-
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Accounts Payable and Accruals
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12
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511,326
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144,167
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Notes Payable
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13
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411,454
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154,750
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Other Payable
|
14
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42,189
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-
|
|
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997,227
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298,917
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Long Term Investment Payable
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259,369
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-
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Advances Against Royalty Revenue
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281,754
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-
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1,538,350
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298,917
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COMMITMENTS AND CONTINGENCIES (NOTE 15 & 22)
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GOING GONCERN (NOTE 2)
RELATED PARTY TRANSACTIONS (NOTE 5)
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Stockholders' Deficiency:
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Capital Stock
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Authorized:
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17
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Common stock
(400,000,000 @ par value of $ 0.001)
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Issued:
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|
|
|
|
Common Stock
|
17
|
85,737
|
85,088
|
|
Additional Paid in Capital
|
|
385,232
|
284,896
|
|
Unamortized Stock-based Compensation for Stockholders
|
19
|
(55,275)
|
(41,660)
|
|
Deficit Accumulated During Development Stage
|
(1,067,009)
|
(608,847)
|
|
Total Stockholders’ Deficiency
|
|
(651,315)
|
(280,523)
|
|
|
|
|
|
|
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIENCY
|
$887,035
|
$18,394
|
|
|
|
The accompanying notes form an integral part of these consolidated financial statements.
|
|
|
|
|
|
24
|
|
|
|
|
|
|
|
UOMO MEDIA INC.
|
|
(Formerly FIRST SOURCE DATA, INC.)
|
|
(A Development Stage Company)
|
|
CONSOLIDATED STATEMENT OF OPERATIONS & COMPREHENSIVE LOSS FOR THE YEARS ENDED APRIL 30, 2009 AND 2008, AND THE PERIOD FROM JUNE 10, 2004 (INCEPTION) TO APRIL 30, 2009
|
|
(Amounts expressed in US Dollars)
|
|
|
|
|
|
|
Notes
|
Cumulative
10-Jun-04
(inception)
30-Apr-09
|
For the
Year
ended
30-Apr-09
|
For the
Year
ended
30-Apr-08
|
|
Revenue
|
|
858,137
|
858,137
|
-
|
|
Cost of Goods Sold
|
|
849,001
|
849,001
|
-
|
|
Gross Margin
|
|
9,136
|
9,136
|
-
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
Selling and administrative
|
|
834,153
|
465,511
|
234,931
|
|
Amortization
|
9
|
24,745
|
1,787
|
5,912
|
|
Research and development
|
|
10,560
|
-
|
-
|
|
|
|
869,458
|
467,298
|
240,843
|
|
|
|
|
|
|
|
Loss from continuing operations
|
|
(860,322)
|
(458,162)
|
(240,843)
|
|
Loss from discontinued operations, net
|
6
|
(206,687)
|
-
|
(61,090)
|
|
Net Loss and Comprehensive Loss for the Period
|
|
(1,067,009)
|
(458,162)
|
(301,933)
|
|
|
|
|
|
|
|
Net Loss per share from continuing operations
|
|
|
|
|
|
Basic
|
|
|
(0.01)
|
(0.00)
|
|
Diluted
|
|
|
(0.01)
|
(0.00)
|
|
Net Loss per share from discontinued operations
|
|
|
|
|
|
Basic
|
|
|
(0.00)
|
(0.00)
|
|
Diluted
|
|
|
(0.00)
|
(0.00)
|
|
Net Loss per share for the period
|
|
|
|
|
|
Basic
|
|
|
(0.01)
|
(0.00)
|
|
Diluted
|
|
|
(0.01)
|
(0.00)
|
|
Weighted average number of shares outstanding
|
|
|
|
|
|
Basic
|
|
|
85,351,267
|
*126,992,569
|
|
Diluted
|
|
|
85,351,267
|
*126,992,569
|
* Reflects the 4:1 stock split effective June 5, 2007 on a retroactive basis.
The accompanying notes form an integral part of these consolidated financial statements.
25
29
UOMO Media Inc.
(Formerly First Source Data, Inc.)
(A Development Stage Company)
Notes to Consolidated Financial Statements
April 30, 2009 and 2008
(Amounts expressed in US dollars)
NOTE 1. ORGANIZATION, DESCRIPTION OF BUSINESS, DISCONTINUED OPERATIONS
AND BASIS OF PRESENTATION
UOMO Media Inc. (the “Company”) was incorporated under the laws of the State of Nevada on June 10, 2004 as First Source Data, Inc. and its business operations are primarily in Canada.
Prior to September 25, 2007, the Company was a marketing management and consulting service provider. The Company was in the development stage with its main objective being the development and commercialization of a business-to-business software product titled the "AdMeUp Network" which it was currently designing. The AdMeUp Network included online marketing software tools to be used to manage marketing campaigns. These operations have been discontinued.
As of September 25, 2007, the Company’s line of business changed from providing online marketing management and consulting services to providing music publishing, digital music, production, and talent management services.
“First Source Data, Inc.” no longer described the business activities that the Company is now engaged in. Therefore, effective October 30, 2007, the Company changed its name to "UOMO Media Inc." Further, the Company formed new wholly-owned subsidiaries in Canada as follows: UOMO Productions Inc., The NE Inc. (which is a wholly-owned subsidiary of UOMO Productions Inc.), UOMO Music Publishing Inc., and UOMO Songs Ltd. (which is a wholly-owned subsidiary of UOMO Music Publishing Inc.).
The consolidated financial statements include the accounts of the Company and all of its wholly owned subsidiaries.
The Company’s initial operations include: capital formation, organization, website construction, target market identification, research costs, promotional materials costs, and marketing planning.
The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for consolidated financial information and the instructions for Form 10-K. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included.
NOTE 2. GOING CONCERN
The accompanying consolidated financial statements are prepared and presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Accordingly, they do not include any adjustments relating to the realization of the carrying value of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company is in a development stage and is currently developing digital music and video Web 2.0 software with commercial usage expected in the future and has been able to generate some revenues from these activities. The Company has remained in the development stage as, to date, the Company has been in a start-up/investment phase of the new line of business activities, setting up new business relationships and future processes, and has been able to generate some revenues during the fiscal year.
Management does not believe that the Company’s current cash of $16,321 is sufficient to cover the expenses that the Company will incur during the next twelve months. The company has negative working capital and has been in deficit since inception due to recurring losses. The Company’s revenues generated in the past have been from ancillary services and operation of these services has been discontinued. The Company has embarked on a new line of business and revenues have begun to be generated. However, there is no guarantee that the Company can continue to generate sufficient cash to fund the development of its new line of business activities. The revenues generated are primarily from production activities which does not generate a regular stream of revenues.
30
UOMO Media Inc.
(Formerly First Source Data, Inc.)
(A Development Stage Company)
Notes to Consolidated Financial Statements
April 30, 2009 and 2008
(Amounts expressed in US dollars)
NOTE 2. GOING CONCERN (cont’d)
In order to mitigate the going concern issues, Management plans to raise additional funds that the Company requires through debt or equity offerings. There is no guarantee that the Company will be able to raise any capital through any type of offering.
.
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Basis of Accounting and Principles of Consolidation
The Company's financial statements are prepared using the accrual method of accounting. The Company has elected an April 30 year-end. The consolidated financial statements include the accounts of UOMO Media Inc., together with its wholly owned subsidiaries. All significant inter-company balances and transactions have been eliminated in consolidation.
b. Accounting Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount 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 period. Actual results may differ from those estimates. Estimates have been used for ascertaining the expected life of tangible and intangible assets, for the accrual of expenses, allowance of doubtful accounts, and valuation allowance for deferred tax assets.
c. Cash, Cash Equivalents, and Long-Term Investments
Cash equivalents usually consist of highly liquid investments, which are readily convertible into cash with maturity of three months or less when purchased. As at April 30, 2009, cash equivalents consist of $16,321 (April 30, 2008 - $11,087) as bank balance.
Cash is designated as “held-for-trading” and is measured at carrying value, which approximates fair value.
Fair values for certain private equity investments are estimated by external investment managers if market values are not readily ascertainable. These valuations necessarily involve assumptions and methods that are reviewed by the Company’s management. Resulting gains or losses from investments are recognized in investment earnings.
d. Property and Equipment
For financial statement purposes, property and equipment are stated at cost less accumulated amortization.
Amortization is provided using the straight-line method over the assets’ estimated useful lives (three years for computer hardware and two years for computer software). The Company does not amortize its assets in the month of purchase and full amortization is provided in the month of sale.
31
UOMO Media Inc.
(Formerly First Source Data, Inc.)
(A Development Stage Company)
Notes to Consolidated Financial Statements
April 30, 2009 and 2008
(Amounts expressed in US dollars)
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
e. Revenue Recognition
The Company recognizes revenue when the following four conditions are present:
·
persuasive evidence of an arrangement exists;
·
delivery has occurred or services have been rendered;
·
the seller’s price to the buyer is fixed or determinable; and
·
collection is reasonably assured.
The Company earns revenues in the form of production, management fees, and royalties from four categories of services, comprising of four divisions. These divisions are described below. The Company negotiates similar contract terms prior to performing services under any of the categories below.
i)
Music Publishing:
UOMO Music Publishing is tasked with creating a catalogue of assets in the form of copyrights. Services include:
a)
Fund advances: providing advances to individual composers
b)
Administration: registration, tracking, and collection of copyright royalties
c)
Creative: creating copyrights by writing songs
d)
Licensing: finding opportunities to monetize copyrights by placing songs on recording artists, films, television, video games, commercials
ii)
Recorded Music:
The Company earns revenue from the ownership of master recordings. UOMO Recorded Music has three core functions:
a)
Catalogue acquisition
b)
Talent acquisition for/and production activities
c)
Distribution arrangements for projects
UOMO Recorded Music is the record label division of UOMO. Production services also falls under this division.
iii)
Digital Distribution:
The Company has been developing digital music and video Web 2.0 software.
iv)
Talent Management:
The Company earns a percentage of gross revenues for all projects it manages.
For the year ending April 30, 2009, the Company earned revenue from production activities and music publishing. These revenues are recognized at the time of performance. The Company defers revenue should payments be received in advance of the above services being recorded. During the year, advances against royalty revenue of $48,828 was received. Of this amount, $16,570 in royalties have been earned, leaving a net balance of $32,258 in advances against royalty revenue. The amount payable on the purchase of the publishing catalogue (Refer note 10), presented as "Advance Against Royalty Revenue", will be offset against future royalties from music publishing revenue.
f. Advertising and Promotion
The Company expenses advertising and promotion costs as incurred. Total advertising and promotion costs charged to expenses for the period ended April 30, 2009 were $13,760. Total advertising and promotion costs for the period ended April 30, 2008 were $37,656.
32
UOMO Media Inc.
(Formerly First Source Data, Inc.)
(A Development Stage Company)
Notes to Consolidated Financial Statements
April 30, 2009 and 2008
(Amounts expressed in US dollars)
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
g. Foreign Currency Translations
The Company maintains its accounting records in U.S. dollars, which is the functional, and reporting currency. Foreign currency transactions are translated into the functional currency in the following manner.
At the transaction date, each asset, liability, revenue and expense is translated into the functional currency by the use of the exchange rate in effect at that date. At the period end, monetary assets and liabilities are translated into the functional currency by using the exchange rate in effect at that date. The resulting foreign exchange gains and losses are included in operations.
h. Copyrights (Intangibles)
The Company has recorded copyrights (intangibles) in conjunction with the acquisition of publishing catalogues which have indefinite lives. Annual reviews of the catalogues are performed for impairment. Indicators of impairment include, but are not limited to, the loss of significant business and, or significant adverse changes in industry or market conditions, and expected future revenues. The Company did not record any such charges in 2009, the year of acquisition of the catalogues. At April 30, 2009, the Company performed an analysis for impairment and concluded there was no impairment. Although a future impairment of the Company’s copyrights would not affect cash flow, it would negatively impact the Company’s operating results.
i. Long-Lived Assets Impairment
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable, in accordance with SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." An impairment loss would be recognized when the carrying amount of an asset exceeds the estimated undiscounted future cash flows that are expected to result from the use of the asset and its eventual disposition. The excess of the asset’s carrying value over its fair value calculates the amount of the impairment loss to be recorded. Fair value is generally determined using a discounted cash flow analysis.
j. Earnings (Loss) per Share
In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share", which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. SFAS No. 128 supersedes the provisions of APB No. 15, and requires the presentation of basic earnings (loss) per share and diluted earnings (loss) per share. The Company has adopted the provisions of SFAS No. 128 effective June 10, 2004 (inception).
Basic net loss per share amount excludes dilution and is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per share reflects the potential dilution that could occur if securities of all the contracts of issued commons stock (example stock warrants) were exercised or converted into common stock. Potential common shares in the diluted loss per share are excluded as their effect would be anti-dilutive.
k. Comprehensive Income
The Company has adopted Statement of Financial Accounting Standard No. 130 (SFAS 130), "Reporting Comprehensive Income," which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. The Company discloses this information in its Statement of Stockholders' Equity. Net loss for the period is the same as comprehensive loss.
33
UOMO Media Inc.
(Formerly First Source Data, Inc.)
(A Development Stage Company)
Notes to Consolidated Financial Statements
April 30, 2009 and 2008
(Amounts expressed in US dollars)
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
l. Income Taxes
Income taxes are provided in accordance with Statement of Financial Accounting Standards No. 109 (SFAS 109), “Accounting for Income Taxes.” A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry-forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
m. Financial Instruments and Concentration of Credit Risk
Financial instruments consist of cash and cash equivalents, accounts receivable, other receivable, accounts payable, accrued liabilities, other payable, notes payable, and long term investment payable. The Company determines the fair value of its financial instruments based on quoted market values or discounted cash flow analyses. Unless otherwise indicated, the fair value of financial assets and financial liabilities approximate their recorded values.
All highly liquid instruments with an original maturity of three months or less are considered cash equivalents; those with original maturities greater than three months and current maturities less than twelve months from the balance sheet date are considered short-term investments, and those with maturities greater than twelve months from the balance sheet date are considered long-term investments. The Company's investments are recorded in the financial statements at fair value on a cost basis.
All short-term investments are considered available for sale type of investments. All financial instruments are measured at fair value on initial recognition of the instrument. Measurement in subsequent periods depends on whether the financial instrument has been classified as “held-for-trading”, “available-for-sale”, “held-to-maturity”, “loans and receivables”, or “other financial liabilities” as defined by the applicable accounting standards.
Cash is designated as “held-for-trading” and is measured at carrying value, which approximates fair value.
Short term investments which consist mostly of marketable securities are designated as “available-for-sale” and measured at fair value with unrealized gains and losses recorded in other comprehensive income until the security is sold or if an unrealized loss is considered other than temporary, the unrealized loss is expensed. Unrealized gains and losses represent the net difference between the total average costs of short-term assets on hand and their fair value based on quoted market prices for the marketable securities.
Other receivable are designated as “loans and receivable” and are carried at amortized cost. Accounts payable, accrued liabilities, notes payable, other payable, long term investment payable and advances against royalty revenue are designated as ‘other financial liabilities” and are carried at amortized cost.
Financial instruments that may potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, and other receivables. Cash and cash equivalents consist of deposits with major commercial banks and/or checking account balances. With respect to accounts receivable and other receivables, the Company performs periodic credit evaluations of the financial condition of its debtors and typically does not require collateral from them. Allowances are maintained for potential credit losses consistent with the credit risk of specific customers and other information.
34
UOMO Media Inc.
(Formerly First Source Data, Inc.)
(A Development Stage Company)
Notes to Consolidated Financial Statements
April 30, 2009 and 2008
(Amounts expressed in US dollars)
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
n. Stock based compensation
The Company has adopted SFAS 123 (Revised), “Share Based Payment,” which requires the Company to measure the cost of employee and non-employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. That cost will be recognized over the period during which an employee or a non-employee is required to provide service in exchange for the award-the requisite service period. No compensation cost is recognized for equity instruments for which employees do not render the requisite service. The grant-date fair value of employee and non-employee share options and similar instruments will be estimated using option-pricing models adjusted for the unique characteristics of those instruments.
o. Recent Pronouncements
In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted Accounting Principles" ("SFAS 162"). SFAS 162 is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. GAAP for nongovernmental entities. SFAS 162 is effective 60 days following the Securities and Exchange Commission's approval of the Public Company Accounting Oversight Board auditing amendments to AU Section 411, "The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles." The Company does not expect SFAS 162 to have a material effect on its consolidated financial statements.
In May 2008, the FASB issued SFAS 163 "Accounting for Financial Guarantee Insurance Contracts-an interpretation of FASB Statement No. 60." SFAS 163 requires that an insurance enterprise recognize a claim liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation. This Statement also clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities. Those clarifications will increase comparability in financial reporting of financial guarantee insurance contracts by insurance enterprises. This Statement requires expanded disclosures about financial guarantee insurance contracts. The accounting and disclosure requirements of the Statement will improve the quality of information provided to users of financial statements. This Statement is effective for financial statements issued for fiscal years beginning after December 15, 2008, and all interim periods within those fiscal years, except for some disclosures about the insurance enterprise's risk-management activities. The Company does not expect SFAS 163 to have a material effect on its consolidated financial statements.
In April 2009, the FASB issued SFAS 164 “Not for Profit Entities; Mergers and Acquisitions-Including an amendment of FASB Statement No. 142”. SFAS 164 establishes principles and requirements for when a not-for-profit agency entity combines with one or more other not-for profit entities, businesses, or nonprofit activities. This Statement improves the relevance, representational faithfulness, and comparability of the information a not-for-profit entity provides about goodwill and other intangible assets after an acquisition. This Statement is effective for mergers for which the merger date is on or after the beginning of an initial reporting period beginning on or after December 15, 2009, and acquisitions for which the acquisition date is on or after the beginning of the first annual reporting period on or after December 15, 2009. The Company does not expect SFAS 164 to have a material effect on its consolidated financial statements.
In May 2009, the FASB issued SFAS 165 “Subsequent Events”. SFAS 165 requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date, that is, whether that date represents the date the financial statements were issued or available to be issued. In accordance with this Statement, an entity should apply the requirements to interim or annual financial periods ending after June 15, 2009. The Company does not expect SFAS 165 to have a material effect on its consolidated financial statements.
35
UOMO Media Inc.
(Formerly First Source Data, Inc.)
(A Development Stage Company)
Notes to Consolidated Financial Statements
April 30, 2009 and 2008
(Amounts expressed in US dollars)
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
In June 2009, the FASB issued SFAS 166 “Accounting for Transfers of Financial Assets-an amendment of FASB Statement No. 140”. SFAS 166 requires that a transferor recognize and initially measure at fair value all assets obtained (including a transferor’s beneficial interest) and liabilities incurred as a result of a transfer of financial assets accounted for as a sale. SFAS 166 must be applied as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. Earlier application is prohibited. This Statement must be applied to transfers occurring on or after the effective date. The Company does not expect SFAS 166 to have a material effect on its consolidated financial statements.
In June 2009, the FASB issued SFAS 167 “Amendments to FASB Interpretation No. 46(R)”. SFAS 167 requires an additional reconsideration event when determining whether an entity is a variable interest entity when any changes in facts and circumstances occur such that the holders of the equity investment at risk, as a group, lose the power from voting rights or similar rights of those investments to direct the activities of the entity that most significantly impact the entity’s economic performance. It also requires ongoing assessments of whether an enterprise is the primary beneficiary of a variable interest entity. SFS 167 shall be effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. Earlier application is prohibited. The Company does not expect SFAS 167 to have a material effect on its consolidated financial statements.
In June 2009, the FASB issued SFAS 168 “ The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles-a replacement of FASB Statement No. 162”. The FASB Accounting Standards Codification will become the source of authoritative U.S. generally accepted accounting principles (GAAP) recognized by the FASB to be applied by nongovernmental entities. Following SFAS 168, the Board will not issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts. Instead, it will issue Accounting Standards Updates. This Statement is effective for financial statements issued for interim and annual periods ending after September 15, 2009. On the effective date of this Statement, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other nongrandfathered non-SEC accounting literature no included in the Codification will become nonauthoritative. The Company does not expect SFAS 168 to have a material effect on its consolidated financial statements.
None of these recent pronouncements are applicable for the Company or have a material effect on the Company’s results of operations or financial position.
NOTE 4. WARRANTS AND OPTIONS
During the year ending April 30, 2009, the Company acquired a 15% preferred share ownership of a ticketing service company for cash and stock units (see Note 11). The stock unit portion of the compensation is as follows:
UOMO Stock Units:
337,500 stock units to become free trading as of September 1, 2009
337,500 stock units to become free trading as of January 1, 2010
750,000 stock units to become free trading as of November 1, 2010
Each stock unit consists of one share of $0.001 par value common stock valued at a total of $100,473 based on the Company’s traded stock price on the date of investment, and one redeemable 42 month warrant to purchase one share of common stock at a price per share of $0.25 which has been valued using Black-Scholes Merton and calculated as $70,527. The warrants become exercisable and separately transferable from the shares of common stock upon the issuance of the stock, as per the aforementioned dates above.
36
UOMO Media Inc.
(Formerly First Source Data, Inc.)
(A Development Stage Company)
Notes to Consolidated Financial Statements
April 30, 2009 and 2008
(Amounts expressed in US dollars)
NOTE 4. WARRANTS AND OPTIONS (cont’d)
If the Company’s stock price is under $0.15 at the time of issuance, additional stock units will be issued. The Board of Directors will be meeting in the upcoming quarter to discuss and decide when the aforementioned stock units are to be issued to the ticketing service company.
NOTE 5. RELATED PARTY TRANSACTIONS
On January 25, 2005, the Company issued 1,920,000 shares of its common stock to the former CEO of the Company partly in return for his services and partly for cash. The stock-based portion of this issue has been valued at $24,000, which is the fair value of the shares. The difference between the fair value of the shares issued and the services rendered has been received in cash.
On January 26, 2005, the Company issued 5,760,000 shares of its common stock to a shareholder of the Company, partly in return for web hosting services provided by her and partly for cash. The stock-based portion of this issue has been valued at $72,000, which is the fair value of shares. The difference between the fair value of the shares issued and the services rendered has been received in cash. This fair value of the services is being amortized and has been amortized over the term of the contract as follows:
First 36 months
- $1,600 a month
Next 8 months
- $1,665 a month
The term of the agreement is 44 months effective from January 1, 2005. The unamortized portion of this is
$Nil
as at April 30, 2009 (April 30, 2008 - $6,660) and has been deducted from shareholders’ equity (
See note 20 for more details).
On January 1, 2006, the Company entered into an agreement with a shareholder of the Company, for a period of 12 months for the programming services to be provided on the “AdMeUp Network” which has now been discontinued. The fees for this were as follows:
a) $19,200 in cash; or
b) A number of shares in the common stock of the Company, without registration rights and incorporating such restrictive legends as are required by the Company to comply with all applicable laws, equal to $19,200 divided by the weighted average trading price of the Company’s common shares posted on any stock quotation or listing service for the 10-day period prior to the date of payment (or, if the trading price of the
Company’s common shares is not at that time posted on any quotation or listing service, the weighted
average price applied to the three most recent issuances of the Company’s common shares); or
c) Some combination of a) and b) above that will yield a market value of $19,200 based on the foregoing valuation methodology.
The choice of the form in which payment of the fees shall be made shall be solely that of the Company. On January 1, 2007, the Company renewed this agreement with the same terms for a further period of 12 months to continue providing programming services on the “AdMeUp Network”. While the “AdMeUp Network” has been discontinued, programming services were utilized until the end of this contract to develop the Company’s new digital music and video Web 2.0 software.
On April 27, 2007, a director of the Company gave an unsecured loan of $50,000 having a fair value of $46,838 calculated using the discount rate of the prime rate plus 2%, to the Company payable on demand and with no interest. Interest has been imputed and included in Stockholder’s Equity.
37
UOMO Media Inc.
(Formerly First Source Data, Inc.)
(A Development Stage Company)
Notes to Consolidated Financial Statements
April 30, 2009 and 2008
(Amounts expressed in US dollars)
NOTE 5. RELATED PARTY TRANSACTIONS (cont’d)
On April 30, 2007, the Company entered into a contract to pay one of its directors $10,000 to carry out services as the Company’s director for a term of one year or until removed as a director. $5,000 in cash was paid in May 2007 and the remaining $5,000 in cash was paid in November 2007.
On November 28, 2007, the Company entered into a contract to pay one of its directors 25,000 common shares to carry out services as the Company’s director for a term of one year or until removed as a director. On April 22, 2008, the Company issued 25,000 shares of its common stock to the director. On December 1, 2008, this contract was renewed under the same terms. On December 23, 2008, the Company issued 25,000 shares of its common stock to the director.
On December 11, 2007, the Company entered into a contract with a Managing Director to carry out services for a term of one year for cash and stock compensation. On April 22, 2008, the Company issued 62,500 shares of its common stock to the manager. During the year ended April 30, 2009, $50,000 (April 30, 2008 - $20,833) has been paid by cash for professional services rendered. On December 15, 2008, the Company renewed the contract with this Managing Director contract for a term of one more year for cash and stock compensation. On December 23, 2008, the Company issued 446,429 shares of its common stock to the manager.
During the year ended April 30, 2009, $90,000 (April 30, 2008 - $40,500) has been paid by cash to the Chief Financial Officer of the Company for professional services rendered. Prior to the appointment, on May 10, 2005, the Company issued 12,500 shares of its common stock to the Chief Financial Officer in return for cash.
During the year ended April 30, 2009, $120,000 (April 30, 2008 - $54,000) has been paid by cash to the CEO of the Company for professional services rendered.
As of April 30, 2009, a director of the Company gave unsecured loans totaling $140,354 having a fair value of $134,632 calculated using the discount rate of the prime rate plus 2%, to the Company, payable on demand and with no interest.
The above transactions have been measured and recorded at the fair values at the time of initial measurement and at amortized cost subsequently.
NOTE 6. DISCONTINUED OPERATIONS
As of September 25, 2007, the Company’s line of business changed from providing online marketing management and consulting services to providing music publishing, digital music, production, and talent management services.
Therefore, as of October 31, 2007 all of the Company’s revenues and 70% of research and development expense, as well as a 70% allocation of the Company’s prior selling and administrative expense, since inception has been classified as discontinued operations and their results of operations, financial position and cash flows are separately reported for all periods presented. General corporate overhead has not been allocated to discontinued operations. Summarized financial information for discontinued operations is set forth below.
38
UOMO Media Inc.
(Formerly First Source Data, Inc.)
(A Development Stage Company)
Notes to Consolidated Financial Statements
April 30, 2009 and 2008
(Amounts expressed in US dollars)
NOTE 6. DISCONTINUED OPERATIONS (cont’d)
|
|
|
|
|
|
|
|
|
|
Cumulative
10-Jun-04
(inception)
through
30-Apr-09
|
For
the Year Ended
April 30,
2009
|
For the
Year
Ended
April 30,
2008
|
|
Revenue
|
618,555
|
-
|
-
|
|
Cost of goods sold
|
437,403
|
-
|
539
|
|
Gross margin
|
181,152
|
-
|
(539)
|
|
Expenses:
|
|
|
|
|
R&D - AdMeUp Network
|
24,895
|
-
|
9,600
|
|
Selling and Administrative allocation
|
362,944
|
-
|
50,951
|
|
|
387,839
|
-
|
60,551
|
|
NET LOSS FROM DISCONTINUED OPERATIONS
|
(206,687)
|
-
|
(61,090)
|
NOTE 7. PREPAID EXPENSES AND DEPOSITS
|
|
|
|
|
|
|
|
April 2009
|
April 2008
|
|
Prepaid Expenses
|
|
-
|
-
|
|
Deposits
|
|
|
|
|
Retainer held by securities counsel
|
2,726
|
2,726
|
|
Retainer held by entertainment counsel
|
-
|
675
|
|
Regus – Deposit (2 months rent)
|
473
|
473
|
|
|
|
3,199
|
3,874
|
NOTE 8. OTHER RECEIVABLE
|
|
|
|
|
|
|
|
April 2009
|
April 2008
|
|
GST Receivable
|
|
-
|
1,646
|
|
|
|
-
|
1,646
|
The above balance represented GST (Goods and Services Tax) paid for the expenses and purchases in excess of what had been charged to the customers. It was a receivable from CRA (Canada Revenue Agency).
NOTE 9. PROPERTY AND EQUIPMENT
|
|
|
|
|
|
April 30, 2009
|
Cost
|
Accumulated
Amortization
|
Net book
value
|
|
Computer hardware
|
17,736
|
17,736
|
-
|
|
|
|
|
|
|
April 30, 2008
|
Cost
|
Accumulated Amortization
|
Net book
value
|
|
Computer hardware
|
17,736
|
15,949
|
1,787
|
39
UOMO Media Inc.
(Formerly First Source Data, Inc.)
(A Development Stage Company)
Notes to Consolidated Financial Statements
April 30, 2009 and 2008
(Amounts expressed in US dollars)
NOTE 10. PUBLISHING CATALOGUES
During the year ending April 30, 2009, the Company acquired publishing catalogues from third parties in return for cash and common stock measured and recorded at total cost of $340,000. As at the year-end, there was no impairment in the carrying value of the catalogues, which equates its fair value at the initial measurement.
NOTE 11. LONG TERM INVESTMENTS
During the year ending April 30, 2009, the Company acquired a 15% preferred share ownership of a ticketing service company under the following financial terms:
Cash:
$10,000 CAD cash payable by December 19, 2008 in bank draft form
$40,000 CAD payable upon execution of the agreement
$50,000 CAD cash payable June 1, 2009
$50,000 CAD cash payable October 1, 2009
UOMO Stock Units:
337,500 stock units to become free trading as of September 1, 2009
337,500 stock units to become free trading as of January 1, 2010
750,000 stock units to become free trading as of November 1, 2010
Each stock unit consists of one share of $0.001 par value common stock valued at a total of $100,473 based on the Company’s traded stock price on the date of investment, and one redeemable 42 month warrant to purchase one share of common stock at a price per share of $0.25 which has been valued using Black-Scholes Merton and calculated as $70,527. The warrants become exercisable and separately transferable from the shares of common stock upon the issuance of the stock, as per the aforementioned dates above.
If the Company’s stock price is under $0.15 at the time of issuance, additional stock units will be issued.
As of April 30, 2009, the Company has only paid $50,000 CAD translated to $39,866 USD in cash. The June 1, 2009 cash payable has not been made; negotiations are currently in place. Management believes that there will be no consequence from this non-payment. The Board of Directors will be meeting in the upcoming quarter to discuss and decide when the aforementioned stock units are to be issued to the ticketing service company.
NOTE 12. ACCOUNTS PAYABLE AND ACCRUALS
|
|
|
|
|
|
|
|
Apr 30, 2009
|
Apr 30, 2008
|
|
Accounting Charges
|
163,779
|
64,693
|
|
Professional Fees
|
69,466
|
24,377
|
|
R & D Expenses Payable
|
35,200
|
35,200
|
|
Trade Payable – Production Costs
|
198,873
|
-
|
|
Others
|
44,008
|
19,897
|
|
|
|
511,326
|
144,167
|
40
UOMO Media Inc.
(Formerly First Source Data, Inc.)
(A Development Stage Company)
Notes to Consolidated Financial Statements
April 30, 2009 and 2008
(Amounts expressed in US dollars)
NOTE 13. NOTES PAYABLE
Notes payable include:
|
|
|
|
|
|
|
|
Apr 30, 2009
|
Apr 30, 2008
|
|
Next Level Ltd.
|
221,100
|
21,000
|
|
Director
|
140,354
|
83,750
|
|
Shareholder
|
50,000
|
50,000
|
|
|
|
411,454
|
154,750
|
On April 1, 2008, the Company issued a Note Payable to Next Level Ltd., in consideration of a draw down unsecured loan up to an aggregate of $200,000 over a term of one year. Any unpaid amount of the drawn down balance borrowed is payable, on demand by Next Level Ltd. Interest payable on the principal amount is to be accrued at a floating rate equal to the prime rate plus 2%. The Company is permitted to make partial payments against the principal amount and interest at any time without penalty. On March 26, 2008, the Company borrowed $21,000 against the total $200,000 available to be drawn down. On May 30, 2008, the Company borrowed $15,000 against the total $179,000 available to be drawn down. On July 7, 2008, the Company borrowed $40,000 against the total $164,000 available to be drawn down. During September 2008, the Company borrowed $38,000 against the total $124,000 available to be drawn down. On October 2, 2008, the Company borrowed a further $7,000 against the total $86,000 available to be drawn down. On November 28, 2008, the Company borrowed $20,000 against the total $79,000 available to be drawn down. On December 19, 2008, the Company borrowed $50,100 against the total $59,000 available to be draw down. On January 20, 2009, the Company borrowed $25,000 although there was only $8,900 available to be drawn down as per the terms of the loan. Finally, on April 14, 2009, the Company borrowed a further $5,000 although an amount of $16,100 was already drawn over the aggregate of US$200,000. Therefore, as of April 30, 2009, an amount of $21,100 was drawn over the aggregate of US$200,000. The total interest payable on the above notes of $7,276 forms part of the selling and administrative expense in the Income statement. The balance payable on this Notes Payable has been extended for another year under the same terms.
On April 27, 2007, a shareholder of the Company lent an unsecured loan to the Company of $50,000 having a fair value of $46,838 calculated using the discount rate of the prime rate plus 2%, to the Company payable on demand and with no interest.
During the year ended April 30, 2009, a director of the Company lent to the Company unsecured loans totaling $140,354 as of April 30, 2009 having a fair value of $134,632 calculated using the discount rate of the prime rate plus 2%, to the Company payable on demand and with no interest.
NOTE 14. OTHER PAYABLE
|
|
|
|
|
|
|
|
April 2009
|
April 2008
|
|
GST Payable
|
|
42,189
|
-
|
|
|
|
42,189
|
-
|
The above balance represents GST (Goods and Services Tax) collected from customers in excess of what had been paid out for expenses and purchases. It is a payable to CRA (Canada Revenue Agency).
41
UOMO Media Inc.
(Formerly First Source Data, Inc.)
(A Development Stage Company)
Notes to Consolidated Financial Statements
April 30, 2009 and 2008
(Amounts expressed in US dollars)
NOTE 15. OPERATING LEASE COMMITMENTS
On August 2004, the Company entered into a sub-lease agreement with Foreground Image Inc., a shareholder of the Company, for office space. The lease is for a period of 16 months with the option to renew for a further one-year period. The lease payments are as follows:
First 12 months
- $600 per month
Next 4 months
- $700 per month
The Company issued 100,000 shares during the fiscal period ended April 30, 2005 to Foreground Image Inc. in satisfaction of its rent obligation for the sub-lease term of 16 months. The fair value of these shares amounted to $20,000.
The above sub-lease agreement was effective until November 30, 2005. Thereafter, the Company negotiated with Foreground Image Inc. to have the premises rented to the Company free of charge for the rest of the financial year until April 30, 2006.
On May 1, 2006, the Company entered into a sub-lease agreement with Foreground Image Inc. to have the premises rented for $600 per month for a further 6 months to October 31, 2006.
On November 1, 2006, the Company renewed the sub-lease with Foreground Image Inc. to continue renting the premises from November 1, 2006 through April 30, 2007. However, no fees were payable to Foreground Image Inc. under this agreement.
The amounts of free rent were accounted for as additions to Paid-in Capital in Stockholders’ Equity and charged against income.
On April 5, 2007, the Company entered into a lease agreement with Regus Business Centres. The lease was for a period of 12 months beginning May 1, 2007 with the option to renew. The lease payment is approximately $236 per month. This lease was automatically renewed on May 1, 2008 on the same terms.
NOTE 16. INCOME TAXES
a) Income tax reconciliation
|
|
|
|
|
|
2009
|
2008
|
|
Recovery based on Canadian statutory federal and
|
|
|
|
provincial rates of 33.5% (2008 – 34.5%)
|
(153,484)
|
(104,167)
|
|
|
|
|
|
Adjust for the following:
|
|
|
|
Tax rate impact on opening balances due to changes
|
|
|
|
in substantively enacted rate
|
16,605
|
28,141
|
|
Change in valuation allowance
|
136,879
|
76,026
|
|
|
-
|
-
|
42
UOMO Media Inc.
(Formerly First Source Data, Inc.)
(A Development Stage Company)
Notes to Consolidated Financial Statements
April 30, 2009 and 2008
(Amounts expressed in US dollars)
NOTE 16. INCOME TAXES (cont’d)
|
|
|
|
|
|
2009
|
2008
|
|
b) Gross deferred tax assets – Operating loss carry forwards
|
255,410
|
176,540
|
|
Valuation allowance
|
(255,410)
|
(176,540)
|
|
Net deferred tax assets
|
-
|
-
|
Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carry forwards are expected to be available to reduce taxable income. As the achievement of required future taxable income is uncertain, the Company recorded a 100% valuation allowance.
c) Schedule of net operating tax losses
|
|
|
|
|
Year of Loss
|
Amount of Loss
|
Year of Expiry
|
|
|
|
|
|
2005
|
132,251
|
2015
|
|
2007
|
107,517
|
2027
|
|
2008
|
271,952
|
2028
|
|
2009
|
369,005
|
2029
|
|
Balance as of April 30, 2009
|
$880,725
|
|
As of April 30, 2009, the Company had net operating loss carry forwards of $880,725 available to reduce future taxable income.
The operating losses are subject to audit by the respective tax authorities in Canada and the United States once the Company’s tax filings are brought up to date.
NOTE 17. STOCKHOLDERS' DEFICIENCY
The stockholders' deficiency section of the Company contains the following classes of capital stock as of April 30, 2009:
Common stock, $0.001 par value; 400,000,000* shares authorized and 85,736,085* shares issued and outstanding.
On November 1, 2007, the Board of Directors resolved to return to Treasury and cancel 83,296,672 of common stock to minimize the dilution of the Company in the event that the Company issued further shares for financing and acquisition purposes. No compensation was paid for this exchange.
Since there was no change in par value of common stock, common stock amount and additional paid in capital were adjusted accordingly.
The stockholders' deficiency section of the Company contains the following classes of capital stock as of October 31, 2008:
Common stock, $0.001 par value; 400,000,000* shares authorized and 85,087,500* shares issued and outstanding.
* After giving retroactive effect of 4:1 stock split effective June 5, 2007.
43
UOMO Media Inc.
(Formerly First Source Data, Inc.)
(A Development Stage Company)
Notes to Consolidated Financial Statements
April 30, 2009 and 2008
(Amounts expressed in US dollars)
NOTE 18. STOCK TRANSACTIONS
These transactions have been accounted for based on the fair value of the consideration received.
Q1 2005:
On June 10, 2004, the Company issued 144,266,672 shares of its common stock to the President of the Company in return for cash.
Q3 2005:
In November 2004, the Company issued 1,120,000 shares at $0.01250 a share in return for cash. In addition to that, on November 25, 2004, the Company issued 1,600,000 shares of its common stock at $0.00625 a share to a shareholder of the Company, Foreground Image Inc., partly in return for the services and partly for cash
(See note 15 for details).
In December 2004, the Company issued 240,000 shares at $0.00625 per share and 904,400 shares at $0.01250 per share in return for cash. In addition, on December 3, 2004, the Company issued 240,000 shares of its common stock at $0.00625 per share to a shareholder of the Company, partly in return for services and partly for cash.
In January 2005, the Company issued 264,000 shares at $0.00625 per share and 5,061,600 shares at $0.01250 per share in return for cash. In addition, the Company issued 14,240,000 shares of its common stock at $0.01250 per share to a shareholder of the Company, partly in return for services and partly for cash
(See notes 5 and 21 for details)
.
Q4 2005:
In February 2005, the Company issued 160,000 shares at $0.00625 per share in return for cash.
Q1 2006:
In May 2005, the Company issued 200,000 shares at $0.01250 per share in return for cash.
2007:
In 2007, there was no stock issued.
Q3 2008:
On November 1, 2007, the Board of Directors resolved to cancel and return to Treasury 83,296,672 of common stock to minimize the dilution of the Company in the event that the Company issued further shares for financing and acquisition purposes. No compensation was paid for this exchange.
Q4 2008
On April 22, 2008, the Company issued 25,000 shares of its common stock to a director in return for services. The market value of shares on the date of issuance was $0.40 per share.
On April 22, 2008, the Company issued 62,500 shares of its common stock to a manager of the Company in return for services. The value of the shares was calculated on a 10-day closing trading average valued at $0.40 per share, which was also the market value of shares on the date of issuance.
Q1 2009:
On June 20, 2008, the Company issued 13,612 shares of its common stock as part of the price to acquire a publishing catalogue. The value of the shares was calculated on a 10-day close price trading average valued at $0.551 per share; the market value of shares on the date of issuance was $0.35 per share.
44
UOMO Media Inc.
(Formerly First Source Data, Inc.)
(A Development Stage Company)
Notes to Consolidated Financial Statements
April 30, 2009 and 2008
(Amounts expressed in US dollars)
NOTE 18. STOCK TRANSACTIONS (cont’d)
Q2 2009:
On September 17, 2008, the Company issued 47,319 shares of its common stock to an independent contractor in return for services. The value of the shares was calculated on a 10-day close price trading average valued at $0.317 per share; the market value of shares on the date of issuance was $0.30 per share.
On October 20, 2008, the Company issued 20,227 shares of its common stock as part of the compensation to acquire a publishing catalogue. The value of the shares was calculated on a 10-day close price trading average valued at $0.206 per share; the market value of shares on the date of issuance was $0.17 per share.
On October 20, 2008, the Company issued 40,000 shares of its common stock to an independent contractor in return for services. The market value of shares on the date of issuance was $0.17 per share.
Q3 2009:
On November 17, 2008, the Company issued a further 45,998 shares of its common stock as part of the compensation to acquire a publishing catalogue. The value of the shares was calculated on a 10-day close price trading average valued at $0.16305 per share; the market value of shares on the date of issuance was $0.16 per share.
On November 17, 2008, the Company issued 10,000 shares of its common stock to an independent contractor in return for services. The market value of shares on the date of issuance was $0.16 per share.
On December 23, 2008, the Company issued another 25,000 shares of its common stock to a director in return for services. The market value of shares on the date of issuance was $0.11 per share.
On December 23, 2008, the Company issued 446,429 shares of its common stock to a manager of the Company in return for services. The value of the shares was calculated on a 10-day close price trading average valued at $0.112 per share; the market value of shares on the date of issuance was $0.11 per share.
NOTE 19. UNAMORTIZED STOCK-BASED COMPENSATION FOR STOCKHOLDERS
On November 25, 2004, the Company issued 1,600, 000 shares of its common stock to a shareholder of the Company, partly in return for services and partly for cash. The stock based compensation portion of this issue has been valued at $10,000 as the difference between the issue price ($0.000625 per share) and the grant-date fair value ($0.01250 per share) and has been amortized over the term of the contract between the Company and the shareholder as follows:
First 12 months
- $600 a month
Next 4 months
- $700 a month
The term of the agreement is 16 months effective from August 1, 2004. The unamortized portion of this is
$Nil
as at April 30, 2009.
On January 26, 2005, the Company issued 5,760,000 shares of its common stock to a shareholder of the Company, partly in return for services and partly for cash. The stock-based compensation portion of this issue has been valued at $70,920 as the difference between the issue price ($0.00019 per share) and the grant-date fair value ($0.01250 per share) and is being amortized over the term of the contract as follows:
First 36 months
- $1,600 a month
Next 8 months
- $1,665 a month
45
UOMO Media Inc.
(Formerly First Source Data, Inc.)
(A Development Stage Company)
Notes to Consolidated Financial Statements
April 30, 2009 and 2008
(Amounts expressed in US dollars)
NOTE 19. UNAMORTIZED STOCK-BASED COMPENSATION FOR STOCKHOLDERS (cont’d)
The term of the agreement is 44 months effective from January 1, 2005. The unamortized portion of this is
$Nil
as at April 30, 2009 (April 30, 2008 - $6,660).
On April 22, 2008, the Company issued 25,000 shares of its common stock to a director of the Company in return for services. The stock based compensation issued has been valued at $10,000 ($0.40 per share) which was the fair value of the stock on the date of issuance. The stock must be held for a minimum of twelve months from the date of issuance. The amount of this compensation is being amortized over the term of the service contract between the Company and the director starting May 1, 2008. The unamortized portion of this is
$Nil
as at April 30, 2009 and has been deducted from stockholders’ deficiency. On December 23, 2008, the Company issued another 25,000 shares of its common stock to the director in return for services. The stock based compensation issued has been valued at $2,750 ($0.11 per share) which was the fair value of the stock on the date of issuance. The stock must be held for a minimum of twelve months from the date of issuance. The amount of this compensation is being amortized over the term of the service contract between the Company and the director starting January 1, 2009. The unamortized portion of this is
$1,833
as at April 30, 2009 and has been expensed as directors’ fees.
On April 22, 2008, the Company issued 62,500 shares of its common stock to a manager of the Company in return for services. The stock based compensation issued has been valued at $25,000 ($0.40 per share) which was the fair value of the stock on the date of issuance. The stock must be held for a minimum of twelve months from the date of issuance. The amount of this compensation is being amortized over the term of the service contract between the Company and the manager starting May 1, 2008. The unamortized portion of this is
$Nil
as at April 30, 2009 and has been deducted from stockholders’ deficiency. On December 23, 2008, the Company issued 446,429 shares of its common stock to the manager in return for services. The stock based compensation issued has been valued at $50,000 ($0.112 per share); the fair value of the stock on the date of issuance was $0.11. The stock must be held for a minimum of twelve months from the date of issuance. The amount of this compensation is being amortized over the term of the service contract between the Company and the manager starting January 1, 2009. The unamortized portion of this is
$33,333
as at April 30, 2009 and has been expensed as consulting fees.
On June 20, 2008, the Company acquired a publishing catalogue in return for cash and common stock. The Company issued 13,612 shares of its common stock as well as $14,710 in cash as part of the compensation to acquire the publishing catalogue. The stock based compensation issued has been valued at $7,500 ($0.551 per share); the fair value of the stock on the date of issuance was $0.35 per share. The stock must be held for a minimum of six months from the date of issuance. The amount of the stock portion of this compensation is being amortized over one year starting July 1, 2008. The unamortized portion of this is
$1,250
as at April 30, 2009 and has been deducted from advances payable. On November 17, 2008, the Company issued 45,998 more shares of its common stock as part of this same compensation to acquire the publishing catalogue. The stock based compensation issued has been valued at $7,500 ($0.16305 per share); the fair value of the stock on the date of issuance was $0.16 per share. The stock must be held for a minimum of six months from the date of issuance. The amount of the stock portion of this compensation is being amortized over one year starting December 1, 2008. The unamortized portion of this is
$4,375
as at April 30, 2009 and has been deducted from advances payable.
On September 17, 2008, the Company issued 47,319 shares of its common stock to an independent contractor in return for services. The stock based compensation issued has been valued at $15,000 ($0.317 per share); the fair value of the stock on the date of issuance was $0.30 per share. The stock must be held for a minimum of six months from the date of issuance. The amount of this compensation is being amortized over the term of the service contract between the Company and the independent contractor starting November 1, 2008. The unamortized portion of this is
$7,500
as at April 30, 2009 and has been deducted from advances payable.
On October 20, 2008, the Company acquired a publishing catalogue in return for cash and common stock. The Company issued 20,227 shares of its common stock as well as $6,918 in cash as part of the price to acquire the publishing catalogue. The stock based compensation issued has been valued at $4,167 ($0.206 per share); the fair
46
UOMO Media Inc.
(Formerly First Source Data, Inc.)
(A Development Stage Company)
Notes to Consolidated Financial Statements
April 30, 2009 and 2008
(Amounts expressed in US dollars)
NOTE 19. UNAMORTIZED STOCK-BASED COMPENSATION FOR STOCKHOLDERS (cont’d)
value of the stock on the day of issuance was $0.17 per share. The stock must be held for a minimum of six months from date of issuance. The amount of the stock portion of this compensation is being amortized over one year starting November 1, 2008. The unamortized portion of this is
$2,083
as at April 30, 2009 and has been deducted from advances payable.
On October 20, 2008, the Company issued 40,000 shares of its common stock to a manager of the Company in return for services. The stock based compensation issued has been valued at $6,800 ($0.17 per share) which was the fair value of the stock on the date of issuance. The stock must be held for a minimum of six months from the date of issuance. The amount of this compensation is to be amortized over the term of the service contract between the Company and the manager starting November 1, 2008. The unamortized portion of this is
$3,967
as at April 30, 2009 and has been expensed as consulting fees.
On November 17, 2008, the Company issued 10,000 shares of its common stock to an independent contractor in return for services. The stock based compensation issued has been valued at $1,600 ($0.16 per share) which was the fair value of the stock on the day of issuance. The stock must be held for a minimum of six months from the date of issuance. The amount of this compensation is being amortized over the term of the service contract between the Company and the independent contractor starting December 1, 2008. The unamortized portion of this is
$933
as at April 30, 2009 and has been expensed as consulting fees.
The total unamortized portion of stock based compensation for shareholders is
$55,275
as at April 30, 2009 (April 30, 2008 - $41,660).
NOTE 20. WEB HOSTING SERVICE AND PROGRAMMING SERVICE AGREEMENTS
The Company entered into a web hosting service agreement with a shareholder of the Company to install and service the Company’s servers.
In return for these services, on January 26, 2005, the Company issued 5,760,000 shares of its common stock to the shareholder for cash at $0.00019 per share where the issue-date share price has been determined as $0.01250 per share. The stock-based compensation portion of this issue has been valued at $70,920 as the difference between the issue price ($0.00019 per share) and the grant-date fair value. ($0.0125 per share) and has been amortized over the term of the contract as follows:
First 36 months
- $1,600 a month
Next 8 months
- $1,665 a month
The term of the agreement is 44 months effective from January 1, 2005.
Further, on January 1, 2006, the Company entered into an agreement with a shareholder of the Company, for a period of 12 months for the programming services to be provided on the “AdMeUp Network” which is now discontinued. The fees for this would be as follows:
a) $19,200 in cash; or
b) A number of shares in the common stock of the Company, without registration rights and incorporating such restrictive legends as are required by the Company to comply with all applicable laws, equal to $19,200 divided by the weighted average trading price of the Company’s common shares posted on any stock quotation or listing service for the 10-day period prior to the date of payment (or, if the trading price of the Company’s common shares is not at that time posted on any quotation or listing service, the weighted
47
UOMO Media Inc.
(Formerly First Source Data, Inc.)
(A Development Stage Company)
Notes to Consolidated Financial Statements
April 30, 2009 and 2008
(Amounts expressed in US dollars)
NOTE 20. WEB HOSTING SERVICE AND PROGRAMMING SERVICE AGREEMENTS (cont’d)
average price applied to the three most recent issuances of the Company’s common shares); or
c) Some combination of a) and b) above that will yield a market value of $19,200 based on the foregoing valuation methodology.
The choice of the form in which payment of the fees shall be made shall be solely that of the Company. On January 1, 2007, the Company renewed this agreement with the same terms for a further period of 12 months to continue providing programming services on the “AdMeUp Network”. While the “AdMeUp Network” has been discontinued, programming services will be utilized until the end of this contract to develop the Company’s new digital music and video Web 2.0 software.
The shareholder is to provide programming services to develop Web 2.0 software for the Company’s new Digital music and video portal. Approximately 30% of the programming work that was done for the “AdMeUp Network” was transferred towards building the Digital music and video Web 2.0 software. This is currently on hold.
NOTE 21. COMMITMENTS
On January 1, 2007, the Company renewed an agreement with a shareholder of the Company, for a period of 12 months for the programming services to be provided on the “AdMeUp Network” which has been discontinued. The fees for this would be as follows.
a) $19,200 in cash; or
b) A number of shares in the common stock of the Company, without registration rights and incorporating such restrictive legends as are required by the Company to comply with all applicable laws, equal to $19,200 divided by the weighted average trading price of the Company’s common shares posted on any stock quotation or listing service for the 10-day period prior to the date of payment (or, if the trading price of the Company’s common shares is not at that time posted on any quotation or listing service, the weighted average price applied to the three most recent issuances of the Company’s common shares); or
c) Some combination of a) and b) above that will yield a market value of $19,200 based on the foregoing valuation methodology.
The choice of the form in which payment of the fees shall be made shall be solely that of the Company. While the “AdMeUp Network” has been discontinued, programming services will be utilized until the end of this contract to develop the Company’s new digital music and video Web 2.0 software.
On April 5, 2007, the Company entered into a lease agreement with Regus Business Centres. The lease is for a period of 12 months beginning May 1, 2007 with the option to renew. The lease payment is approximately $236 per month. The lease has been automatically renewed on the same terms beginning May 1, 2008.
On November 1, 2007, the Company entered into an Independent Contractor Agreement with the Chairman & Chief Executive Officer for managing and directing daily operations of the Company pursuant to the directives of the Board of Directors for services through to June 30, 2008, under which he would be compensated as follows:
$7,000 per month for the first two months (November and December 2007)
$10,000 per month for the remaining 6 months (January to June 2008)
48
UOMO Media Inc.
(Formerly First Source Data, Inc.)
(A Development Stage Company)
Notes to Consolidated Financial Statements
April 30, 2009 and 2008
(Amounts expressed in US dollars)
NOTE 21. COMMITMENTS (cont’d)
On July 25, 2008, the Company renewed the Independent Contractor Agreement with the Chairman & Chief Executive Officer for $10,000 per month for a further six months beginning July 1, 2008. While there has been no formal renewal, the agreement has continued on a month-to-month basis.
On December 11, 2007, the Company entered into an Independent Contractor Agreement with the Managing Director of UOMO Publishing division, under which the Managing Director would be compensated $4,167 per month to continue performing services for a period of twelve months to December 10, 2008. On December 15, 2008, the Company renewed this contract for a term of another twelve months.
On January 31, 2008, the Company entered into an Independent Contractor Agreement with the Chief Financial Officer, under which the Chief Financial Officer would be compensated $7,500 per month to continue performing services as the Company’s Chief Financial Officer from February 1, 2008 through June 30, 2008. This agreement was renewed on July 25, 2008, under the same terms for a further six months beginning July 1, 2008. While there has been no formal renewal, the agreement has continued on a month-to-month basis.
On October 8, 2008, the Company entered into an Independent Contractor Agreement with a sole proprietor, under which the independent contractor would be compensated an advance of $2,000 per month to perform services for a period of six months to March 31, 2009.
On January 16, 2009, the Company acquired a 15% preferred share ownership of a ticketing service company in consideration for cash, stock, and warrants. Under the terms of the agreement, the following payments will be further required:
Cash:
$50,000 CAD payable June 1, 2009
$50,000 CAD payable October 1, 2009
UOMO Stock Units:
337,500 stock units to become free trading as of September 1, 2009
337,500 stock units to become free trading as of January 1, 2010
750,000 stock units to become free trading as of November 1, 2010
Each stock unit consists of one share of $0.001 par value common stock valued at a total of $100,473 based on the Company’s traded stock price on the date of investment, and one redeemable 42 month warrant to purchase one share of common stock at a price per share of $0.25 which has been valued using Black-Scholes Merton and calculated as $70,527.
NOTE 22. SUBSEQUENT EVENTS
On May 18, 2009, the Company entered into a joint venture partnership agreement to form a newly created digital strategy and communication company called Bassline.
In May 2009, the Company added a new marketing division called AdUOMO to focus on product placements and celebrity endorsement opportunities within entertainment properties.
On June 15, 2009, the Company issued a promissory note to a director of the Company in consideration of $10,000 CAD, or approximately $8,817 USD of cash that was borrowed on the same date. The note is payable on demand and with no interest.
49
UOMO Media Inc.
(Formerly First Source Data, Inc.)
(A Development Stage Company)
Notes to Consolidated Financial Statements
April 30, 2009 and 2008
(Amounts expressed in US dollars)
NOTE 22. SUBSEQUENT EVENTS (cont’d)
On June 29, 2009, the Company issued a Note Payable to Next Level Ltd., in consideration of a draw down unsecured loan up to an aggregate of USD 250,000 over a term of one year. Any unpaid amount of the drawn down balance borrowed is payable on demand to Next Level Ltd. Interest payable on the principal amount is to be accrued at a floating rate equal to the prime rate plus 2%. The Company is permitted to make partial payments against the principal amount and interest at any time without penalty.
In June 2009, the Company entered into management, co-publishing and record production agreements, with Desman Inc.
On July 16, 2009, the Company entered into a Music Agreement and an Agreement for promotional appearances with Colgate-Palmolive Canada Inc.
NOTE 23. GEOGRAPHIC AND SEGMENTED INFORMATION
All the Company's operations and assets are located in Canada. For the year ended April 30, 2009, total revenue from continuing operations in Canada was $858,137. Prior to September 25, 2007, the Company’s line of business was providing online marketing management and consulting services. All revenues from this different line of business have been classified as discontinued operations and as such are separately reported for all periods presented. While we are still in the development stage, we plan to evaluate performance based on gross margins (total revenues less costs of production and licensing) before operating costs. We do not manage our operating costs on a segment basis as our sales, marketing and support personnel, management team, and consultants work across all segments. Additionally, we do not track assets by segment and therefore asset disclosures by segment are not relevant and are not presented.
Financial information for the Company’s reportable segments is summarized below.
|
|
|
|
|
|
|
Cumulative
10-Jun-04
(inception)
through
30-Apr-09
|
For the
Year
Ended
April 30, 2009
|
For the
Year
Ended
April 30,
2008
|
|
Total Revenues
|
|
|
|
|
Production
|
837,396
|
837,396
|
-
|
|
Publishing
|
16,570
|
16,570
|
-
|
|
Other
|
4,171
|
4,171
|
-
|
|
Total Revenues
|
858,137
|
858,137
|
-
|
|
|
|
|
|
|
Cost of Revenue:
|
|
|
|
|
Production
|
838,996
|
838,996
|
-
|
|
Publishing
|
-
|
-
|
-
|
|
Other
|
10,005
|
10,005
|
-
|
|
Total Cost of Revenues
|
849,001
|
849,001
|
-
|
|
|
|
|
|
|
Gross Margin:
|
|
|
|
|
Production
|
(1,600)
|
(1,600)
|
-
|
|
Publishing
|
16,570
|
16,570
|
-
|
|
Other
|
(5,834)
|
(5,834)
|
-
|
|
Total Gross Margin
|
9,136
|
9,136
|
-
|
50
UOMO Media Inc.
(Formerly First Source Data, Inc.)
(A Development Stage Company)
Notes to Consolidated Financial Statements
April 30, 2009 and 2008
(Amounts expressed in US dollars)
NOTE 24. COMPARATIVE FIGURES
The comparative figures have been re-classified to conform to the current period’s presentation.
51
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
There have been no changes in our independent auditors, Schwartz Levitsky Feldman LLP. There have been no disagreements with Schwartz Levitsky Feldman LLP in regards to accounting and financial disclosure.
Item 9A(T). Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management evaluated, with the participation of our Chief Executive Officer and our Chief Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this annual report on Form 10-K. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures cannot be relied upon to ensure that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934 (i) is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required reasonable assurance that such information is accumulated and communicated to our management. Our disclosure controls and procedures are designed to provide reasonable assurance that such information is accumulated and communicated to our management. Our disclosure controls and procedures include components of our internal control over financial reporting. Management's assessment of the effectiveness of our internal control over financial reporting is expressed at the level of reasonable assurance that the control system, no matter how well designed and operated, can provide only reasonable, but not absolute, assurance that the control system's objectives will be met.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934. We have assessed the effectiveness of those internal controls as of April 30, 2009. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in
Internal Control
—
Integrated Framework.
Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
A material weakness in internal controls is a deficiency in internal control, or combination of control deficiencies, that adversely affects a company's ability to initiate, authorize, record, process, or report external financial data reliably in accordance with accounting principles generally accepted in the United States of America such that there is more than a remote likelihood that a material misstatement of the company's annual or interim financial statements that is more than inconsequential will not be prevented or detected. In the course of making our assessment of the effectiveness of internal controls over financial reporting, we identified a material weakness in our internal control over financial reporting. This material weakness consisted of inadequate staffing within the accounting operations of our Company. The small number of employees who are responsible for accounting functions prevents us from segregating duties within our internal control system. The inadequate segregation of duties is a weakness because it could lead to the untimely identification and resolution of accounting and disclosure matters or could lead to a failure to perform timely and effective reviews. Due to this material weakness, management could not conclude that its internal control over financial reporting was effective as of April 30, 2009.
52
Our review also indicated the existence of certain high level procedures that might or might not serve to provide compensating control over these weaknesses. These procedures consisted of analytical review of key operating results by our senior management, including preparation and review of monthly operating results, comparison of such results to budgets and to historical amounts. In addition, the board of directors received monthly updates on operations, and on a quarterly basis, reviews, investigates and discusses apparent inconsistencies and concerns with senior operating management.
Our review also revealed that although a number of controls appeared to exist, and were observed to have been in operation, documentary evidence that such controls were operating throughout the period was found to be lacking. Such evidence as signatures indicating that a certain procedure had been carried out and affixing responsibility were lacking in the internal control system.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.
Changes in Internal Control Over Financial Reporting
There was no change in our internal controls over financial reporting that occurred during the year ended April 30, 2009 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
Item 9B. Other Information
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
OUR DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the name, age, positions, and offices or employments for the past five years as of April 30, 2009, of our directors and executive officers.
|
|
|
|
|
|
Name
|
Age
|
Position
|
Director Since
|
|
|
|
|
|
|
Camara Alford
|
37
|
Director, Chairman, Chief Executive Officer
|
November 2007
|
|
Jueane Thiessen
|
35
|
Director, Chief Financial Officer, Secretary
|
October 2006
|
|
J. Sean Diaz
Javed Mawji
|
40
36
|
Director
Director*
|
November 2007
September 2004
|
|
Doug McClelland
|
55
|
Director**
|
June 2004
|
|
Stefan Wille
|
69
|
Director***
|
April 2007
|
* Mr. Mawji resigned from our board of directors, effective April 30, 2008.
** Mr. McClelland resigned from our board of directors, effective November 1, 2007.
*** Mr. Wille resigned from our board of directors, effective April 30, 2008 upon completion of his term.
BIOGRAPHIES OF OUR DIRECTORS AND EXECUTIVE OFFICERS
Camara Alford
was appointed as our Chairman and Chief Executive Officer and to our board of directors in November 2007. During the five years prior to joining our Company, Mr. Alford was the owner, Chief Executive Officer and President of a privately-held music management company. From 1999 through 2006, Mr. Alford’s management firm engaged in a joint venture with Sony BMG, a global record company, that produced gold and platinum albums. His firm represented award-winning artists and producers that delivered singles for prominent music talent, including Britney Spears, Rihanna, Canadian Idol, Robyn, and Shawn Desman. Mr. Alford wound down the operations of his music management business in October 2007 and he is now devoting his full working time to our Company. His previous experience includes working from 1996 to 1999 as an international freelance music management consultant. From 1995 to 1996, Mr. Alford worked as A&R Director for a joint venture between RCA Records and Joel Katz, a prominent entertainment attorney. From 1992 to 1994, he worked closely with Dallas Austin as Label Manager for Rowdy Records. Mr. Alford attended Morehouse College in Atlanta, Georgia from 1990 to 1992.
53
Jueane Thiessen
was appointed as our Chief Financial Officer and to our board of directors in October 2006. Ms. Thiessen was appointed as our Secretary in November 2007. Ms. Thiessen has over fourteen years of experience performing accounting and financial management services for accounting, property management, and marketing firms. Her recent experience includes serving as the Treasurer of Algorithmics Inc., a Toronto-based enterprise risk management firm, from November 2000 through May 2002. From May 2002 through January 2003, Ms. Thiessen was Assistant Controller to Mosaic Group Inc., a marketing consulting firm located in Toronto, Canada. From January 2003 until November 2006, she was Director of Finance of FUSE Marketing Group, a Toronto-based marketing consulting agency, and from November 2006 until April 2007 she served as Chief Financial Officer of the N5R Group of companies, a real estate marketing agency with operations in Canada and the United States. From November 2004 until May 2007, Ms. Thiessen also served as a director of Foreground Image Inc., a privately held graphic design and media production company based in Toronto. Since June 2004, Ms. Thiessen has served as Treasurer of Portlogic Systems Inc., a Toronto -based development-stage company that develops and licenses online interactive community portal software systems. Ms. Thiessen has been a director of Portlogic Systems Inc. since January 2005 and has served as Principal Executive Officer since November 2007. Ms. Thiessen is a Certified General Accountant of Ontario.
J. Sean Diaz
was appointed to our board of directors in November 2007. Prior to joining our Company, Mr. Diaz earned his Juris Doctorate degree in 2001 from the Columbia Law School in New York, where he was named a Harlan Fiske Stone Scholar, and his Bachelor of Arts in Sociology and Communications in 1997 from the University of Pennsylvania in Philadelphia. Mr. Diaz worked as an Associate at the international law firm of Dechert, LLP, from April 2004 until January 2008, practicing in the area of Structured Finance, and has counseled and represented top Wall Street investment banks in over 50 billion dollars of both public and private issuances. Prior to that, Mr. Diaz was VP of Operations at West End Records from February 2002 to September 2003. In October 2003, Mr. Diaz co-founded DTD Holdings, dba DancetracksDigital.com where he worked as VP of Business Development until March 2004.
Javed Mawji
was appointed to our board of directors in September 2004 and resigned on April 30, 2008. He previously served as our Chief Executive Officer and Secretary from July 2004 until November 2007 and as our President from July 2005 until November 2007. Mr. Mawji has worked for a range of governmental organizations and technology-oriented companies during his career. Mr. Mawji joined the Lord Chancellor’s Department of the British Government in June 2001 as a Business and IT Analyst for a major tribunal modernization project. In August 2002, he left the Lord Chancellor’s Department to relocate to Canada and take up a position as Marketing Manager of LEA International Ltd., a consulting engineering company, specializing in infrastructure for developing countries, in particular India. In June 2004, Mr. Mawji established and became Director and President of Liquid Vintages Ltd., a privately-held wine agency specializing in promoting Chilean wines for the Ontario market, which Mr. Mawji continues to operate in his spare time. Mr. Mawji also currently performs management work for Portlogic Systems, Inc., a privately held development-stage online portal software licensing company based in Toronto, Canada, where he was appointed as President, Secretary, and a Director in February 2007. Mr. Mawji holds a Bachelor of Arts from University College in London and a Masters of Business Administration from Edinburgh University where he specialized in Management of Technology, Marketing and Starting Businesses.
Douglas McClelland
was appointed to our board of directors in June 2004 and as our President and Vice-President, Finance in June 2004. He resigned from both offices in July 2005, finally, resigning from the board of directors on November 1, 2007. Prior to joining our Company, Mr. McClelland worked as a Project Director for World Gaming PLC between August 1998 and September 2001, where he conceived strategies, and planned and executed the business development and marketing initiatives for various online publications. From February 2002 through October 2003, Mr. McClelland worked as a Marketing Manager with the online travel portal Luxury Retreats Inc., specializing in niche marketing and negotiating with travel wholesalers throughout South America. He has worked in Canadian politics and international travel, and has been involved with developing Internet web properties since 1996. Currently, Mr. McClelland is director and president of Coal Harbour Residents Association, a registered non-profit incorporated under the Society Act of British Columbia in August 2004 with the goal of maintaining and improving the environment in the Coal Harbour area of Vancouver. Since June 2004, Mr. McClelland has also been a director of JOYN Internet Communities Inc., a privately-owned Canadian corporation that licenses online dating software. Since January 2007, he has served as director, President, Secretary, and Treasurer of Crellion Resources Inc., a privately-held Canadian-based exploration-stage mineral company. Mr. McClelland completed a Bachelor of Arts from Saint John's College in Winnipeg, Manitoba, Canada in 1975 and a Pre-Masters from the University of Manitoba, Canada in 1979 as well as a Diploma in Travel and Tourism from Success College in Winnipeg, Manitoba, Canada in 1980.
54
Stefan Wille
was appointed to our board of directors in April 2007 and served as a director until April 2008. Dr. Wille has over thirty-five years of management experience and has also held several board and advisory committee memberships during his career. His recent experience involves working with AKTRIN (Head Office) Ltd., which he founded in 1985 and where he has served as President since inception. AKTRIN is in the business of writing and publishing industrial and economic research reports, and maintains offices in the United States, Canada, Mexico, and Germany. Since 1971, Dr. Wille has authored over thirty publications, primarily focusing on economic conditions of the furniture industry in various countries. In addition, he has performed three years of service in the Swiss Army and attained the rank of Captain. Dr. Wille is fluent in English, German, and French. Dr. Wille holds a Lizentiat (undergraduate degree) in Business Administration and Economics from the University of Zurich, a Masters of Arts in Economics from the University of Toronto, and a Ph.D. in International Economics from the University of Zurich.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires that certain reports be made by persons who own more than 10 percent of a class of equity securities registered pursuant to Section 12 of the Exchange Act, and directors and executive officers of an issuer that has a class of equity securities registered pursuant to Section 12 of the Exchange Act. These reports include initial reports of ownership and reports of changes in ownership of the registered securities. Section 16(a) of the Exchange Act does not apply to our directors, officers, or greater-than-ten percent stockholders because we do not have a class of equity securities registered pursuant to Section 12 of the Exchange Acct.
CODE OF ETHICS
On November 6, 2005, we adopted a Code of Ethics that applies to our Principal Executive Officer and Principal Financial Officer. On April 18, 2007, we amended our Code of Ethics to revise our address information and change our designated Company Compliance Officer from our former Chief Financial Officer, Anoma Alwis, to our Chief Financial Officer, Jueane Thiessen. Our Amended Code of Ethics is included as Exhibit 14.1 to this annual report.
PROCEDURE FOR NOMINATING DIRECTORS
Our board of directors does not have a written policy or charter regarding how director candidates are evaluated or nominated to serve on our board. Additionally, our board has not created particular qualifications or minimum standards that candidates for the board must meet. Instead, each director on the board considers how a candidate could contribute to our business and meet our needs.
Our board will consider candidates for director that are recommended by our stockholders. Candidates recommended by stockholders are evaluated with the same methodology as candidates recommended by management or members of our board of directors. To refer a candidate for director, please send a resume or detailed description of the candidate's background and experience with a letter describing the candidate's interest in serving on our board to UOMO Media Inc., 161 Bay St. 27th Floor, Toronto, Ontario, M5J 2S1, Canada, attention: Camara Alford. All candidate referrals are reviewed by at least one current board member.
During the fiscal year ended April 30, 2009, there were no material changes to the procedures by which our stockholders can recommend nominees to our board of directors.
55
COMMITTEES OF THE BOARD OF DIRECTORS
We do not have a standing audit committee, compensation committee, or nomination committee. Currently, our full board of directors performs the functions normally delegated to such committees. The board believes that at this time it is in the best interests of our Company and our stockholders for each member of the board to participate in all functions of the board as long as no conflicts are present. As of August 13, 2009, our board consists of three members and the board believes that all three directors should participate in all board activities including those normally performed by an audit committee, compensation committee, or nominating committee. However, if our board expands beyond three members in the future, we will consider creating committees and delegating appropriate board functions to those committees at that time.
AUDIT COMMITTEE AND AUDIT COMMITTEE FINANCIAL EXPERT
The board of directors has not designated a separate audit committee and the functions of such committee are conducted by the entire board, whose members are named above. We do not have an “audit committee financial expert,” as defined in Item 407(d)(5)(ii) of Regulation S-K. At the present time, we do not believe the services of a financial expert are warranted. We believe the cost related to retaining a financial expert at this time is prohibitive in view of the financial resources that we have available. Further, because of the development stage of our operations, we believe the services of a financial expert are not warranted. Currently, our full board of directors performs the functions normally delegated to an audit committee. The board believes that at this time it is in the best interests of our Company and our stockholders for each member of the board to participate in all functions of the board as long as no conflicts are present. Additionally, as of August 13, 2009, our board consists of three members and the board believes that all three directors should participate in all board activities including those normally performed by an audit committee. However, if our board expands beyond three members in the future, we will consider creating an audit committee and appointing an audit committee financial expert at that time.
Item 11.
Executive Compensation.
SUMMARY COMPENSATION
The following table presents the compensation information during the fiscal years ended April 30, 2009 and April 30, 2008 for our Principal Executive Officers. We refer to these executive officers as our “name executive officers” elsewhere in this annual report.
Summary Compensation Table
for Fiscal Years Ended April 30, 2009 and 2008
|
|
|
|
|
|
Name and Principal Position
|
Year ended April 30,
|
Salary ($)
|
Total ($)
|
|
|
|
|
|
|
Camara Alford,
Principal Executive Officer*
|
2009
2008
|
120,000
54,000
|
120,000
54,000
|
|
|
|
|
|
|
Javed Mawji,
Principal Executive Officer*
|
2009
2008
|
---
36,000
|
---
36,000
|
|
|
|
|
|
*Effective, November 1, 2007, Mr. Mawji resigned as our principal executive officer. Effective November 1, 2007, Mr. Alford was appointed to serve as our principal executive officer.
56
NARRATIVE TO SUMMARY COMPENSATION TABLE
Employment Agreements with Each Named Executive Officer
Consulting Agreement with our current Principal Executive Officer, Camara Alford
On November 1, 2007, we entered into an Independent Contractor Agreement with Camara Alford, who became one of our directors and our Chairman and Chief Executive Officer on November 1, 2007. The agreement provided that Mr. Alford would perform services as our Chairman and Chief Executive Officer pursuant to the directives of our board of directors and as one of our directors. The services included developing business plans and strategies, overseeing the services performed by our other officers, representing us to the public and capital markets, and attending meetings of our board of directors. Unless the agreement was terminated early, the services were to be performed from November 1, 2007 through June 30, 2008. In consideration for his services, Mr. Alford was entitled to receive cash compensation of $7,000 per month for services performed from November 1, 2007 through December 31, 2007 and $10,000 per month for services performed from January 1, 2008 through June 30, 2008 or a pro-rated amount for any partial months during which services were performed. The agreement permitted early termination by either party upon delivery of 30 days advance written notice. The agreement contained no early termination penalties.
On July 25, 2008, we entered into an Independent Contractor Agreement with Mr. Alford, pursuant to which we agreed to compensate Mr. Alford $10,000 per month to perform services as our Chief Executive Officer from July 1, 2008 through December 31, 2008. While there has been no formal renewal, the agreement has continued on a month-to-month basis.
Consulting Agreement with our former Principal Executive Officer, Javed Mawji
On July 1, 2007, we entered into an Independent Contractor Agreement with Javed Mawji, who was our Chief Executive Officer, President, Secretary, and one of our directors, whereby Mr. Mawji was compensated $3,000 per month to perform services as our Chief Executive Officer for a minimum of 25 hours per week from July 1, 2007 through October 31, 2007.
On October 31, 2007, we entered into an Independent Contractor Agreement with Mr. Mawji, whereby Mr. Mawji was compensated $3,000 per month to perform services as our Chief Executive Officer for a minimum of 25 hours per week from November 1, 2007 through January 31, 2008. On November 1, 2007, we entered into an Amending Agreement with Mr. Mawji. Pursuant to the Amending Agreement, the October 31, 2007 Independent Contractor Agreement was amended such that Mr. Mawji was no longer required to perform services as our Chief Executive Officer, rather he was required to perform services as one of our directors only. The Independent Contractor Agreement and the Amending Agreement were terminated as of January 31, 2008. Effective April 30, 2008, Mr. Mawji resigned as a director of our Company.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
As of April 30, 2009, we have not issued equity awards to either of our named executive officers included in the Summary Compensation Table.
DIRECTOR COMPENSATION
The following table presents a summary of the compensation paid to our directors for their services on our board of directors during the fiscal year ended April 30, 2009. Except as listed below, there were no bonuses, other annual compensation, restricted stock awards or stock options/SARs, or any other compensation paid to the directors listed. Except as is disclosed in the table below, no compensation was paid to our directors for any of the last three fiscal years.
57
Director Compensation for the Fiscal Year Ended April 30, 2009
|
|
|
|
|
|
Name
|
Fees earned
or paid
in cash ($)
|
Stock Awards
($)
(1)
|
Total ($)
|
|
|
|
|
|
|
Camara Alford
|
---
|
---
|
---
|
|
J. Sean Diaz
|
---
|
10,000
|
10,000
|
|
Jueane Thiessen
|
---
|
---
|
---
|
(1)
The amounts in this column were valued at the amount recognized for financial reporting purposes for the fiscal year in accordance with SFAS 123R.
NARRATIVE TO DIRECTOR COMPENSATION TABLE
On December 1, 2008, we renewed an agreement to compensate J. Sean Diaz 25,000 shares of our Company’s common stock to carry out services as a director for a term of one year or until removed as a director. These shares were issued on December 23, 2008.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth, to our knowledge, certain information concerning the beneficial ownership of our common stock as of August 13, 2009 by each person known by us to (i) a beneficially own more than 5% of our outstanding shares of common stock, and by (ii) each of our directors, (iii) each of our named executive officers at the end of our most recently completed fiscal year as defined in Item 402(m)(2) of regulation S-K and (iv) all of our directors and executive officers as a group. The percentage of beneficial ownership as to any person as of a particular date is calculated by dividing the number of shares beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting or investment power within 60 days, by the sum of the number of shares outstanding as of such date plus the number of shares as to which such person has the right to acquire voting or investment power within 60 days. Consequently, the denominator for calculating beneficial ownership percentages may be different for each beneficial owner.
|
|
|
|
|
Name and Title of Beneficial Owner
(1)
|
Number of Common Shares Owned
|
Percentage of Class
(2)
|
|
|
|
|
|
Camara Alford
|
|
|
|
Director, Chief Executive Officer and
Chairman
|
0
|
*
|
|
|
|
|
|
Jueane Thiessen
|
|
|
|
Director, Chief Financial Officer and
Secretary
|
200,000
|
*
|
|
|
|
|
|
J. Sean Diaz
|
|
|
|
Director
|
50,000
|
*
|
|
|
|
|
|
Douglas McClelland
|
|
|
|
Stockholder
|
60,970,000
|
71.1%
|
|
|
|
|
|
Directors and officers as a group (3 persons)
|
250,000
|
*
|
|
|
|
|
* Less than 1%
58
(1) Unless otherwise indicated, the address for each of these stockholders is c/o UOMO Media Inc., 161 Bay St. 27th Floor, Toronto, Ontario, M5J 2S1, Canada. Also, unless otherwise indicated, to our knowledge, each person named in the table above has sole voting and investment power with respect to their shares of common stock except to the extent that authority is shared by spouses under applicable law.
(2) Percentage calculations are based on 85,736,085 shares issued and outstanding on August 13, 2009.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
As of April 30, 2009, we had no equity securities authorized for issuance.
Item 13. Certain Relationships and Related Transactions, and Director Independence
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On April 30, 2007, we issued a Promissory Note to Douglas McClelland, in consideration of $50,000 cash that we borrowed from Mr. McClelland on the same date. Mr. McClelland was serving on our board of directors at the time of the loan. Any unpaid amount of the $50,000 balance borrowed shall be payable on demand by Mr. McClelland. No interest shall accrue or be payable under the Promissory Note. We are permitted to make partial payments against the principal balance of $50,000 at any time without penalty.
On May 1, 2007, we entered into an Independent Contractor Agreement with our Chief Financial Officer and one of our directors, Jueane Thiessen, pursuant to which we agreed to compensate Ms. Thiessen $2,000 per month to perform services as our Chief Financial Officer for a minimum of 20 hours per week from May 1, 2007 through October 31, 2007. On October 24, 2007, we entered into an Independent Contractor Agreement with Ms. Thiessen under the same terms as previously agreed to, commencing November 1, 2007 and terminating January 31, 2008. On January 31, 2008, we entered into an Independent Contractor Agreement with Ms. Thiessen, who in the interim was also appointed Secretary, pursuant to which we agreed to compensate Ms. Thiessen $7,500 per month to perform services as our Chief Financial Officer from February 1, 2008 through June 30, 2008. On July 25, 2008, we entered into an Independent Contractor Agreement with Ms. Thiessen, pursuant to which we agreed to continue to compensate Ms. Thiessen $7,500 per month to perform services as our Chief Financial Officer from July 1, 2008 through December 31, 2008. Under the terms of this agreement, Ms. Thiessen is required to work a minimum of 20 hours per week. While there has been no formal renewal, the agreement has continued on a month-to-month basis.
On November 1, 2007, we cancelled and returned to treasury 83,296,672 shares of common stock previously issued to Douglas McClelland, our majority stockholder, to minimize our dilution in the event that we issued additional shares for financing and acquisition purposes. No compensation was paid for this exchange.
On December 11, 2007, we entered into an Independent Contractor Agreement with Peter Coquillard, who we appointed as Managing Director of our Publishing division, to carry out services for a term of one year, for cash and stock compensation. Under the terms of the agreement, Mr. Coquillard was to be compensated a total of $50,000, payable monthly, $25,000 in stock as well as an option to purchase 50,000 shares of our common stock upon the adoption of a stock option plan by our board of directors. On April 22, 2008, we issued 62,500 shares of our common stock pursuant to this Agreement. For the year ended April 30, 2008, we paid Mr. Coquillard $20,833 for services rendered. On December 15, 2008, we renewed this Agreement under the same terms as previously agreed, to carry out services for a term of another year, for cash and stock compensation. Under the terms of the renewed agreement, Mr. Coquillard was to be compensated a total of $50,000, payable monthly, $100,000 in stock as well as an option to purchase common stock upon the adoption of a stock option plan by our board of directors. Due to administrative delay, we have not yet issued the stock options. For the year ended April 30, 2009, we have paid Mr. Coquillard $50,000 for services rendered.
As of April 30, 2009, we issued Promissory Notes totaling $140,354 to our Chief Financial Officer, Secretary, and director, Jueane Thiessen, in consideration of $140,354 cash that we borrowed from Ms. Thiessen up to that same date. Any unpaid amount of the $140,354 balance shall be payable by us, on demand. No interest shall accrue or be payable under the Promissory Notes. We are permitted to make partial payments against the principal balance of $140,354 at any time without penalty.
59
DIRECTOR INDEPENDENCE
As of May 1, 2009, Camara Alford, Jueane Thiessen and J. Sean Diaz served as our directors. Mr. Diaz is the only director considered "independent" in accordance with rule 4200(a)(15) of the NASDAQ Marketplace Rules. We are currently traded on the Over-the-Counter Bulletin Board. The Over-the-Counter Bulletin Board does not require that a majority of the board be independent.
Item 14. Principal Accounting Fees and Services
We engaged Schwartz Levitsky Feldman LLP as our independent auditors to report on our balance sheet as of April 30, 2009, and the related combined statements of income, stockholders' equity, and cash flows for the year then ended.
We do not expect our auditors to attend our annual meeting of stockholders but they will have an opportunity to make a statement by telephone if they wish to do so.
AUDIT FEES
The aggregate fees billed by our auditors, Schwartz Levitsky Feldman LLP, for professional services rendered for the audit of our annual financial statements for fiscal year ended April 30, 2008 were $13,104.
The aggregate fees billed by our auditors, Schwartz Levitsky Feldman LLP, for professional services rendered for the audit of our annual financial statements for fiscal year ended April 30, 2008 have not been billed as of August 13, 2009 but we estimate that they will be approximately $17,000. The fees charged by our auditors to review our interim financial statements for the first, second and third quarters of 2008 were $13,934.
AUDIT-RELATED FEES
During the last two fiscal years, no fees were billed or incurred for assurance or related services by our auditors that were reasonably related to the audit or review of financial statements reported above.
TAX FEES
During the last two fiscal years, no fees were billed or incurred for services which were related to tax compliance, tax advice, or tax planning by our auditors. Fees were paid for tax preparation services only in the amount of $2,000.
ALL OTHER FEES
During the last two fiscal years, no other fees were billed or incurred for services by our auditors other than the fees noted above. Our board, acting as an audit committee, deemed the fees charged to be compatible with maintenance of the independence of our auditors.
THE BOARD OF DIRECTORS PRE-APPROVAL POLICIES
We do not have a separate audit committee. Our full board of directors performs the functions of an audit committee. Before an independent auditor is engaged by us to render audit or non-audit services, our board of directors pre-approves the engagement. Board of directors pre-approval of audit and non-audit services will not be required if the engagement for the services is entered into pursuant to pre-approval policies and procedures established by our board of directors regarding our engagement of the independent auditor, provided the policies and procedures are detailed as to the particular service, our board of directors is informed of each service provided, and such policies and procedures do not include delegation of our board of directors' responsibilities under the Exchange Act to our management. Our board of directors may delegate to one or more designated members of our board of directors the authority to grant pre-approvals, provided such approvals are presented to the board of directors at a subsequent meeting. If our board of directors elects to establish pre-approval policies and procedures regarding non-audit services, the board of directors must be informed of each non-audit service provided by the independent auditor. Board of directors pre-approval of non-audit services, other than review and attest services, also will not be required if such services fall within available exceptions established by the SEC. For the fiscal year ended April 30, 2009, 100% of audit-related services, tax services and other services performed by our independent auditors were pre-approved by our board of directors.
60
Our board has considered whether the services described above under the caption "All Other Fees", which are currently none, is compatible with maintaining the auditor's independence.
The board approved all fees described above.
PART IV
Item 15.
Exhibits, Financial Statement Schedules
a.
The following documents are filed as part of this 10-K:
1. FINANCIAL STATEMENTS
The following documents are filed in Part II, Item 8 of this annual report on Form 10-K:
·
Report of Independent Registered Public Accounting Firm
·
Consolidated Balance Sheets as of April 30, 2009 and 2008
·
Consolidated Statements of Operations and Comprehensive Loss for the Years ended April 30, 2009 and 2008 and the Period from June 10, 2004 (Inception) to April 30, 2009
·
Consolidated Statements of Changes in Stockholders’ Deficiency for the Years ended April 30, 2009 and 2008 and the Period from June 10, 2004 (Inception) to April 30, 2009
·
Statements of Cash Flows for the Years ended April 30, 2009 and 2008 and the Period from June 10, 2004 (Inception) to April 30, 2009
·
Notes to Consolidated Financial Statements
2. FINANCIAL STATEMENT SCHEDULES
All financial statement schedules have been omitted as they are not required, not applicable, or the required information is otherwise included.
61
3. EXHIBITS
The exhibits listed below are filed as part of or incorporated by reference in this report.
Exhibit
No.
Identification of Exhibit
3.1.
Certificate of Change to the Amended and Restated Articles of Incorporation, dated June 6, 2007 (included as Exhibit 3.1 to the Form 8-K filed May 23, 2007 and incorporated herein by reference).
3.2.
Amended Bylaws, dated July 16, 2007 (included as Exhibit 3.1 to the Form 8-K filed July 16, 2007 and incorporated herein by reference).
3.3.
Certificate of Amendment to the Amended and Restated Articles of Incorporation, dated October 9, 2007 effective October 30, 2007 (included as Exhibit 3.1 to the Form 8-K filed November 1, 2007 and incorporated herein by reference).
10.1.
Promissory Note between UOMO Media Inc. and Next Level Ltd., dated April 1, 2008
(included as Exhibit 10.1 to the Form 8-K filed April 7, 2008 and incorporated herein by reference).
10.2.
Independent Contractor Agreement between Camara Alford and UOMO Media Inc., dated July 25, 2008 (included as Exhibit 10.1 to the Form 8-K filed July 28, 2008 and incorporated herein by reference).
10.3.
Independent Contractor Agreement between Jueane Thiessen and UOMO Media Inc., dated July 25, 2008 (included as Exhibit 10.2 to the Form 8-K filed July 28, 2008 and incorporated herein by reference).
10.4
Exclusive Sub-Publishing Agreement with Nettwerk One Music (Canada) Limited
(included as Exhibit 10.21 to the Form 10-K filed August 13, 2008 and incorporated herein by reference).
10.5.
Independent Contractor Agreement between Katrina Lopes and UOMO Media Inc., dated October 8, 2008 (included as Exhibit 10.1 to the Form 8-K filed October 14, 2008 and incorporated herein by reference).
10.6.
Director Service Agreement between UOMO Media Inc. and J. Sean Diaz, dated December 1, 2008 (included as Exhibit 10.1 to the Form 8-K filed December 5, 2008 and incorporated herein by reference).
10.7.
Independent Contractor Agreement between UOMO Media Inc. and Peter Coquillard, dated December 15, 2008 (included as Exhibit 10.1 to the Form 8-K filed December 19, 2008 and incorporated herein by reference).
10.8.
Agreement between UOMO Media Inc. and Gettickets E Solutions Inc. dated January 16, 2009
(included as Exhibit 2.1 to the Form 8-K filed January 22, 2009 and incorporated herein by reference).
10.9.
Promissory Note between UOMO Media Inc. and Jueane Thiessen, dated January 31, 2009
(included as Exhibit 10.1 to the Form 8-K filed February 6, 2009 and incorporated herein by reference).
10.10.
Promissory Note between UOMO Media Inc. and Jueane Thiessen, dated February 26, 2009
(included as Exhibit 10.1 to the Form 8-K filed March 4, 2009 and incorporated herein by reference).
10.11.
Promissory Note between UOMO Media Inc. and Jueane Thiessen, dated April 28, 2009
(included as Exhibit 10.1 to the Form 8-K filed May 4, 2009 and incorporated herein by reference).
10.12.
Joint Venture Agreement between UOMO Media Inc. and Carl S. Erion and Bryan Wills to form Bassline dated May 18, 2009 (included as Exhibit 10.1 to the Form 8-K filed May 21, 2009 and incorporated herein by reference).
62
10.13.
Promissory Note between UOMO Media Inc. and Jueane Thiessen, dated June 15, 2009
(included as Exhibit 10.1 to the Form 8-K filed June 19, 2009 and incorporated herein by reference).
10.14.
Promissory Note between UOMO Media Inc. and Next Level Ltd., dated June 29, 2009
(included as Exhibit 10.1 to the Form 8-K filed July 6, 2009 and incorporated herein by reference).
10.15.
Music Agreement between UOMO Media Inc. and Colgate-Palmolive Canada Inc. dated July 16, 2009 (included as Exhibit 10.1 to the Form 8-K filed July 22, 2009 and incorporated herein by reference).
10.16.
Agreement for Promotional Appearances between UOMO Media Inc. and Colgate-Palmolive Canada Inc. dated July 16, 2009 (included as Exhibit 10.2 to the Form 8-K filed July 22, 2009 and incorporated herein by reference).
10.17
Co-Publishing Agreement with Desman Inc. (filed herewith).
10.18
Management Agreement with Desman Inc. (filed herewith).
21.1
Subsidiaries of the Registrant (filed herewith).
23.1.
Consent of Schwartz Levitsky Feldman LLP regarding audited financial statements for the period ending April 30, 2009 (filed herewith).
31.1.
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
Certification of Officers pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
63
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
UOMO Media Inc.
(Registrant)
By
/s/ Camara Alford
Camara Alford
President and Chief Executive Officer
Date
August 13, 2009
By
/s/ Jueane Thiessen
Jueane Thiessen
Chief Financial Officer and Principal Accounting Officer
Date
August 13, 2009
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the registrant and in the capacity and on the date indicated.
By
/s/ Camara Alford
Camara Alford
Chairman of the Board of Directors
Date
August 13, 2009
By
/s/ Jueane Thiessen
Jueane Thiessen
Director
Date
August 13, 2009
By
/s/ J. Sean Diaz
J. Sean Diaz
Director
Date
August 13, 2009
64
EXHIBIT 31.1
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
I, Camara Alford, certify that:
1.
I have reviewed this annual report of UOMO Media Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 13, 2009
/s/ Camara Alford
--------------------------------------
By: Camara Alford
Chief Executive Officer
65
EXHIBIT 31.2
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
I, Jueane Thiessen, certify that:
1.
I have reviewed this annual report of UOMO Media Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 13, 2009
/s/ Jueane Thiessen
--------------------------------------
By: Jueane Thiessen
Chief Financial Officer and Principal Accounting Officer
66
EXHIBIT 32.1
CERTIFICATIONS PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each of the undersigned officers of UOMO Media Inc., a Nevada corporation (the "Company"), does hereby certify, to such officer's knowledge, that:
The annual report on Form 10-K for the fiscal year ended April 30, 2009 (the "Form 10-K") of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: August 13, 2009
/s/ Camara Alford
-------------------------------------
By: Camara Alford
Chief Executive Officer
Date: August 13, 2009
/s/ Jueane Thiessen
-------------------------------------
By: Jueane Thiessen
Chief Financial Officer and Principal Accounting Officer
67