UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the fiscal year ended June 30, 2011
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[ ] | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT | |||||
For the transition period from _________ to ________
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Commission file number: 000-27645 | ||||||
Myriad Interactive Media, Inc. | |
(Exact
name of registrant as specified in its charter) | |
Delaware | 88-0258277 |
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.) |
7 Ingram Drive, Suite 128 Toronto, Ontario, Canada |
M6M 2L7 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number: (888) 648-9366 EXT 2 |
Securities registered under Section 12(b) of the Exchange Act:
| |
Title of each class | Name of each exchange on which registered |
None | not applicable |
Securities registered under Section 12(g) of the Exchange Act:
| |
Title of each class | Name of each exchange on which registered |
None | not applicable |
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]
Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [X]
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. Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange 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. Approx. $7,641,375 as of December 31, 2010.
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. 44,206,877 as of October 25, 2011.
1 |
PART IV
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Item 15. | Exhibits, Financial Statement Schedules | 21 |
2 |
PART I
Principal Place of Business
Our principal offices are located at 7 Ingram Drive, suite 128 Toronto, Ontario, Canada M6M 2L7.
Description of Business
We are a Delaware corporation formed on July 13, 1999. Our principal executive offices are located at 7 Ingram Drive, suite 128 Toronto, Ontario, Canada M6M 2L7. Our telephone number is 1-888 648-9366 EXT 2. On July 6, 2011, we changed our name to Myriad Interactive Media, Inc. Concurrently with the name change, we shifted our focus to the development of a search engine and social media marketing business. We have formed an interactive marketing team consisting of industry experts in search engine marketing and social media marketing. We plan to manage complex search programs and offer strategic insight into the design, development, launch and maintenance of such programs. In addition, we are focusing on the development of interactive media websites and plan to enter the mobile application market in the near future.
We will need to raise approximately $250,000 in new capital in the short-term to put together a working environment for our team to assemble together for efficient production and growth. Our new business venture will earn revenue from marketing campaign development and management, web and media design and development, and interactive application development.
Prior to shifting our focus toward search engine and social media marketing, we were working on the development of a bamboo plantation and harvesting venture in Attapeu province in Laos PDR. In the summer of 2011, a company called Sino Forest in Canada was accused of misrepresenting their operations in the Chinese forestry sector. The negative attention to the industry cased by the Sino Forest scandal caused a significant devaluation in our potential industry peers and competitors in this sector. As a result, we were unable to raise additional funds necessary to continue development of our bamboo project in Laos and were unable to make certain required trust deposits with the provincial government. Due to these developments, we were forced to abandon the project.
Employees
We currently have no employees. We conduct our business largely through agreements with consultants and other independent third party vendors.
Research and Development Expenditures
We have not incurred any research or development expenditures since our incorporation.
Patents and Trademarks
We do not own, either legally or beneficially, any patent or trademark.
A smaller reporting company is not required to provide the information required by this Item.
Item 1B. Unresolved Staff Comments
A smaller reporting company is not required to provide the information required by this Item.
3 |
We currently own a mineral property in Canada know as the Zama Lake Pb-Zn property. The property consists of 6 sections of a metallic permit with each section covering approximately 256 hectares for a total of 1536 hectares located 700 km north northwest of Edmonton Alberta. We are not currently pursuing exploration or development of this property and are in the process of divesting it.
Our Executive Offices
Our principal executive offices are located at, Ingram Drive, suite 128 Toronto, Ontario, Canada M6M 2L7. Our mailing address is the same. Our telephone number is 1-888-648-9366 EXT 2.
We are not currently a party to any legal proceedings. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.
Our agent for service of process in Delaware is Corporation Service Company, 2711 Centerville Rd., Suite 400, Wilmington, DE 19808.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of the Company's shareholders during the fiscal year ended June 30, 2011.
4 |
PART II
Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our common stock is currently quoted on the OTC Bulletin Board (“OTCBB”), which is sponsored by FINRA. The OTCBB is a network of security dealers who buy and sell stock. The dealers are connected by a computer network that provides information on current "bids" and "asks", as well as volume information. Our shares are quoted on the OTCBB under the symbol “MYRY.OB.”
The following table sets forth the range of high and low bid quotations for our common stock for each of the periods indicated as reported by the OTCBB. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.
Fiscal Year Ended June 30, 2011 | ||||||||
Quarter Ended | High $ | Low $ | ||||||
September 30, 2010 | $ | 0.20 | $ | 0.15 | ||||
December 31, 2010 | $ | 0.20 | $ | 0.06 | ||||
March 31, 2011 | $ | 0.25 | $ | 0.14 | ||||
June 30, 2011 | $ | 0.10 | $ | 0.022 | ||||
Fiscal Year Ended June 30, 2010 | ||||||||
Quarter Ended | High $ | Low $ | ||||||
September 30, 2009 | 0.40 | 0.05 | ||||||
December 31, 2009 | 0.30 | 0.05 | ||||||
March 31, 2010 | 0.29 | 0.15 | ||||||
June 30, 2010 | 0.23 | 0.17 |
On September 26, 2011, the last sales price per share of our common stock was $0.12.
Penny Stock
The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a market price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type size and format, as the SEC shall require by rule or regulation.
5 |
The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statement showing the market value of each penny stock held in the customer's account.
In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement as to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements may have the effect of reducing the trading activity for our common stock. Therefore, stockholders may have difficulty selling our securities.
Holders of Our Common Stock
As of October 25, 2011, we had 44,206,877 shares of our common stock issued and outstanding, held by 104 shareholders of record, as well as other stockholders who hold shares in street name.
Dividends
There are no restrictions in our articles of incorporation or bylaws that restrict us from declaring dividends. The Delaware General Corporation Law (the “DGCL”) provides that a corporation may pay dividends out of surplus, out the corporation's net profits for the preceding fiscal year, or both provided that there remains in the stated capital account an amount equal to the par value represented by all shares of the corporation's stock raving a distribution preference.
We have not declared any dividends, and we do not plan to declare any dividends in the foreseeable future.
Securities Authorized for Issuance under Equity Compensation Plans
On October 18, 2007, our Board of Directors approved the adoption of the 2007 Stock Option Plan of Ivany Mining, Inc. (the “Plan”). On July 24, 2008, we filed a Registration Statement on Form S-8 to register with the Securities and Exchange Commission (the “Commission”) 5,000,000 shares of our common stock, par value $0.001 per share, which may be issued by us upon the exercise of options granted, or other awards made, pursuant to the terms of the Plan. A copy of the Plan was filed as an exhibit with the Form S-8 on July 24, 2008. Options to purchase total of 5,000,000 shares are currently issued and outstanding under the plan, and there are therefore no remaining shares currently authorized but not awarded under the Plan.
6 |
Recent Sales of Unregistered Securities
On July 10, 2009, we closed a private offering of Units sold at a price of $0.05 per Unit. Each Unit consists of one share of common stock, par value $0.001, and one warrant to purchase one share of common stock at a price of $0.10, exercisable for three (3) years. A total of 11,180,000 Units were sold to a total of ten (10) purchasers, resulting in total proceeds to the Company of $559,000 for the Units sold. The Units were offered exclusively to accredited investors and the offering and sale of the Units was exempt from registration under Rule 506 of Regulation D.
On March 16, 2010, we issued 750,000 shares of common stock to Arclight Capital, LLC pursuant to the shareholder’s exercise of warrants to purchase 750,000 shares of common stock at a price of $0.10 per share. Proceeds of $75,000 were received.
On March 29, 2010, we issued 1,500,000 shares of common stock to Spectra Capital Management, LLC pursuant to the shareholder’s exercise of warrants to purchase 1,500,000 shares of common stock at a purchase price of $0.10 per share. Proceeds of $150,000 were received.
On April 19, 2010, we issued 225,000 shares of common stock to CityVac IR Services as compensation paid pursuant to the terms of our Public Relations, Promotion and Marketing Letter Agreement with that company.
On September 30, 2010, we issued 750,000 shares of common stock to General Research GmbH as compensation pursuant to the terms of our Investor Relations Agreement with that company.
Item 6. Selected Financial Data
A smaller reporting company is not required to provide the information required by this Item.
7 |
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.
Results of Operations for the years ended June 30, 2011 and 2010, and from inception through June 30, 2011
We have not earned any revenues since the inception of our current business operations through June 30, 2011. We incurred operating expenses and net losses in the amount of $540,166 for the year ended June 30, 2011, compared to $863,858 for the year ended June 30, 2010. We have incurred total operating expenses and net losses of $10,954,040 from inception through June 30, 2011. Our losses are attributable to operating expenses together with a lack of any revenues. We anticipate our operating expenses will increase as we continue with our plan of operations.
Liquidity and Capital Resources
As of June 30, 2011, we had total current assets of $52,953, consisting of cash in the amount of $26,323 and prepaid expenses in the amount of $26,630. As June 30, 2011, we had current liabilities of $65,814, consisting almost entirely of accounts payable. Accordingly, we had a working capital deficit of $12,861. We have not attained profitable operations and are dependent upon obtaining financing to pursue significant development and expansion of our planned search engine and social media marketing business. We will need to raise approximately $250,000 in new capital in the short-term to put together a working environment for our team to assemble together for efficient production and growth. Although we are engaged in efforts to raise additional equity capital, we currently do not have any firm arrangements for the required equity financing and we may not be able to obtain such financing when required, in the amount necessary, or on terms that are financially feasible.
Going Concern
We have not attained profitable operations and are dependent upon obtaining financing to pursue significant business development activities. We have incurred cumulative net losses of $10,413,874 since our inception and require capital for our contemplated operational and marketing activities to take place. Our ability to raise additional capital through the future issuances of the common stock is unknown. The obtainment of additional financing, the successful development of our contemplated plan of operations, and our transition, ultimately, to the attainment of profitable operations are necessary for us to continue operations. For these reasons, our auditors stated in their report that they have substantial doubt we will be able to continue as a going concern.
8 |
Purchase or Sale of Equipment
We do not expect to purchase or sell any plant or significant equipment.
Research and Development
We will not be conducting any product research or development during the next 12 months.
Off Balance Sheet Arrangements
As June 30, 2011, there were no off balance sheet arrangements.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
A smaller reporting company is not required to provide the information required by this Item.
Item
8. Financial Statements and Supplementary Data
Index to Financial Statements Required by Article 8 of Regulation S-X:
Audited Financial Statements:
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F-1 | Report of Independent Registered Public Accounting Firm |
F-2 |
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F-3 |
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F-4 |
Statement of Stockholders’ Equity (Deficit) for period from inception to June 30, 2011 |
F-5 |
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F-6 |
9 |
Silberstein Ungar, PLLC CPAs and Business Advisors
Phone (248) 203-0080
Fax (248) 281-0940
30600 Telegraph Road, Suite 2175
Bingham Farms, MI 48025-4586
www.sucpas.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Boards of Directors
Myriad Interactive Media, Inc.
St. Leonard, Quebec, Canada
We have audited the accompanying balance sheets of Myriad Interactive Media, Inc. (formerly Ivany Nguyen, Inc.), as of June 30, 2011 and 2010, and the related statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended and the period from inception through June 30, 2011. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these 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. The Company has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits 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 control over financial reporting. Accordingly, we express no such opinion. 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 financial statements referred to above present fairly, in all material respects, the financial position of Myriad Interactive Media, Inc. (formerly Ivany Nguyen, Inc.), as of June 30, 2011 and 2010 and the results of its operations and cash flows for the years then ended and the period from inception through June 30, 2011, in conformity with accounting principles generally accepted in the United States.
The accompanying financial statements have been prepared assuming that Myriad Interactive Media, Inc. (formerly Ivany Nguyen, Inc.) will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has incurred losses from operations, has negative working capital and is in need of additional capital to grow its operations so that it can become profitable. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regard to these matters are described in Note 2. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Silberstein Ungar, PLLC
Silberstein Ungar, PLLC
Bingham Farms, Michigan
October 24, 2011
F-1 |
MYRIAD INTERACTIVE MEDIA, INC.
(FKA IVANY NGUYEN, INC.)
(An Exploration Stage Company)
As of June 30, 2011 and 2010
Assets | ||||||||
June 30, | June 30, | |||||||
2011 | 2010 | |||||||
CURRENT ASSETS | ||||||||
Cash | $ | 26,323 | $ | 69,461 | ||||
Prepaid expenses | 26,630 | — | ||||||
Total Current Assets | 52,953 | 69,461 | ||||||
Property and equipment, net | — | 1,266 | ||||||
TOTAL ASSETS | $ | 52,953 | $ | 70,727 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
CURRENT LIABILITIES | ||||||||
Accounts payable | $ | 65,287 | $ | 53,422 | ||||
Due to shareholder | 527 | — | ||||||
Total Current Liabilities | 65,814 | 53,422 | ||||||
STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
Preferred stock; 10,000,000 shares authorized, at $0.001 par value, none issued or outstanding and outstanding | — | — | ||||||
Common stock; 200,000,000 shares authorized, at $0.001 par value, 44,206,877 and 39,506,877 shares issued and outstanding, respectively | 44,207 | 39,507 | ||||||
Additional paid-in capital | 10,896,972 | 10,391,672 | ||||||
Deficit accumulated during the exploration stage | (10,954,040 | ) | (10,413,874 | ) | ||||
Total Stockholders' Equity (Deficit) | (12,861 | ) | 17,305 | |||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ | 52,953 | $ | 70,727 |
F-2 |
MYRIAD INTERACTIVE MEDIA, INC.
(FKA IVANY NGUYEN, INC.)
(An Exploration Stage Company)
For the Years Ended June 30, 2011 and 2010
For the Period from Inception through June 30, 2011
For the Year Ended | From Inception Through | |||||||||||
June 30, | June 30, | |||||||||||
2011 | 2010 | 2011 | ||||||||||
REVENUES | $ | — | $ | — | $ | — | ||||||
OPERATING EXPENSES | ||||||||||||
Exploration | — | — | 170,873 | |||||||||
Professional fees | 457,247 | 645,223 | 1,571,359 | |||||||||
General and administrative | 81,653 | 216,615 | 2,262,619 | |||||||||
Impairment of mining properties | — | — | 545,221 | |||||||||
Depreciation | 1,266 | 2,020 | 6,064 | |||||||||
Total Operating Expenses | 540,166 | 863,858 | 4,556,136 | |||||||||
LOSS FROM OPERATIONS | (540,166 | ) | (863,858 | ) | (4,556,136 | ) | ||||||
INCOME TAX EXPENSE | — | — | — | |||||||||
LOSS FROM CONTINUING OPERATIONS | (540,166 | ) | (863,858 | ) | (4,556,136 | ) | ||||||
DISCONTINUED OPERATIONS | — | — | (6,397,904 | ) | ||||||||
NET LOSS | $ | (540,166 | ) | $ | (863,858 | ) | $ | (10,954,040 | ) | |||
BASIC LOSS PER SHARE | $ | (0.01 | ) | $ | (0.02 | ) | ||||||
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING | 42,661,822 | 36,980,594 |
F-3 |
MYRIAD INTERACTIVE MEDIA, INC.
(FKA IVANY NGUYEN, INC.)
(An Exploration Stage Company)
Statement of Stockholders' Equity (Deficit)
As of June 30, 2011
Deficit | ||||||||||||||||||||||||
Stock | Accumulated | Total | ||||||||||||||||||||||
Additional | Subscription | During the | Stockholders' | |||||||||||||||||||||
Common Stock | Paid-In | (Receivable) | Exploration | Equity | ||||||||||||||||||||
Shares | Amount | Capital | Payable | Stage | (Deficit) | |||||||||||||||||||
Balance, June 30, 2005 | 246,032 | $ | 246 | $ | 6,215,095 | $ | — | $ | (6,330,697 | ) | $ | (115,356 | ) | |||||||||||
Net loss for the year ended June 30, 2006 | — | — | — | — | (28,518 | ) | (28,518 | ) | ||||||||||||||||
Balance, June 30, 2006 | 246,032 | 246 | 6,215,095 | — | (6,359,215 | ) | (143,874 | ) | ||||||||||||||||
Net loss for the year ended June 30, 2007 | — | — | — | — | (38,689 | ) | (38,689 | ) | ||||||||||||||||
Balance, June 30, 2007 | 246,032 | 246 | 6,215,095 | — | (6,397,904 | ) | (182,563 | ) | ||||||||||||||||
Mineral properties acquired for common stock | 20,150,000 | 20,150 | 77,958 | — | — | 98,108 | ||||||||||||||||||
Common stock issued for cash | 5,055,845 | 5,056 | 1,273,191 | — | — | 1,278,247 | ||||||||||||||||||
Value of options granted | — | — | 1,528,233 | — | — | 1,528,233 | ||||||||||||||||||
Net loss for the year ended June 30, 2008 | — | — | — | — | (2,631,422 | ) | (2,631,422 | ) | ||||||||||||||||
Balance, June 30, 2008 | 25,451,877 | 25,452 | 9,094,477 | — | (9,029,326 | ) | 90,603 | |||||||||||||||||
Common stock issued for services at $0.91 per share | 300,000 | 300 | 272,700 | — | — | 273,000 | ||||||||||||||||||
Common stock issued for exercised options at $0.05 per share | 100,000 | 100 | 4,900 | — | — | 5,000 | ||||||||||||||||||
Common stock issued for cash at $0.05 per share | 10,200,000 | 10,200 | 480,800 | 19,000 | — | 510,000 | ||||||||||||||||||
Net loss for the year ended June 30, 2009 | — | — | — | — | (520,690 | ) | (520,690 | ) | ||||||||||||||||
Balance, June 30, 2009 | 36,051,877 | 36,052 | 9,852,877 | 19,000 | (9,550,016 | ) | 357,913 | |||||||||||||||||
Common stock issued for stock subscription receivable at $0.05 per share | 380,000 | 380 | 18,620 | (19,000 | ) | — | — | |||||||||||||||||
Common stock issued for cash at $0.05 per share | 600,000 | 600 | 29,400 | — | — | 30,000 | ||||||||||||||||||
Common stock issued for exercised options at $0.10 per share | 2,250,000 | 2,250 | 222,750 | — | — | 225,000 | ||||||||||||||||||
Common stock issued for services at $0.17 per share | 225,000 | 225 | 38,025 | — | — | 38,250 | ||||||||||||||||||
Fair value of warrants issued for services | — | — | 230,000 | — | — | 230,000 | ||||||||||||||||||
Net loss for the year ended June 30, 2010 | — | — | — | — | (863,858 | ) | (863,858 | ) | ||||||||||||||||
Balance, June 30, 2010 | 39,506,877 | 39,507 | 10,391,672 | — | (10,413,874 | ) | 17,305 | |||||||||||||||||
Common stock issued for services at $0.20 per share | 400,000 | 400 | 79,600 | — | — | 80,000 | ||||||||||||||||||
Common stock issued for services at $0.10 per share | 750,000 | 750 | 74,250 | — | — | 75,000 | ||||||||||||||||||
Common stock issued for cash at $0.10 per share | 3,000,000 | 3,000 | 297,000 | — | — | 300,000 | ||||||||||||||||||
Warrants exercised for cash at $0.10 per share | 550,000 | 550 | 54,450 | — | — | 55,000 | ||||||||||||||||||
Net loss for the year ended June 30, 2011 | — | — | — | — | (540,166 | ) | (540,166 | ) | ||||||||||||||||
Balance, June 30, 2011 | 44,206,877 | $ | 44,207 | $ | 10,896,972 | $ | — | $ | (10,954,040 | ) | $ | (12,861 | ) |
F-4 |
MYRIAD INTERACTIVE MEDIA, INC.
(FKA IVANY NGUYEN, INC.)
(A Development Stage Company)
For the Years Ended June 30, 2011 and 2010
For the Period from Inception through June 30, 2011
For the Year Ended | From Inception Through | |||||||||||
June 30, | June 30, | |||||||||||
2011 | 2010 | 2011 | ||||||||||
OPERATING ACTIVITIES | ||||||||||||
Net loss for the period | $ | (540,166 | ) | $ | (863,858 | ) | $ | (10,954,040 | ) | |||
Adjustments to reconcile net loss to net cash | ||||||||||||
used by operating activities: | ||||||||||||
Discountinued operations | — | — | 6,215,341 | |||||||||
Value of options granted | — | 230,000 | 1,758,233 | |||||||||
Common stock issued for services | 155,000 | 38,250 | 466,250 | |||||||||
Depreciation | 1,266 | 2,020 | 6,064 | |||||||||
Impairment of mining properties | — | — | 545,221 | |||||||||
Changes in operating assets and liabilities: | ||||||||||||
(Increase) in prepaid expenses | (26,630 | ) | 0 | (26,630 | ) | |||||||
Increase (decrease) in accounts payable | 11,865 | (231 | ) | 65,287 | ||||||||
Increase in due to shareholder | 527 | — | 527 | |||||||||
Net Cash Used in Operating Activities | (398,138 | ) | (593,819 | ) | (1,923,747 | ) | ||||||
INVESTING ACTIVITIES | ||||||||||||
Purchase of mineral properties | — | — | (447,113 | ) | ||||||||
Purchase of computer equipment | — | — | (6,064 | ) | ||||||||
Net Cash Used in Investing Activities | — | — | (453,177 | ) | ||||||||
FINANCING ACTIVITIES | ||||||||||||
Proceeds from issuance of common stock | 355,000 | 255,000 | 2,403,247 | |||||||||
Repayment of notes payable | — | — | (40,247 | ) | ||||||||
Proceeds from notes payable | — | — | 40,247 | |||||||||
Repayment to shareholder | — | (46,983 | ) | (160,962 | ) | |||||||
Borrowings from shareholder | — | — | 160,962 | |||||||||
Net Cash Provided by Financing Activities | 355,000 | 208,017 | 2,403,247 | |||||||||
NET INCREASE (DECREASE) IN CASH | (43,138 | ) | (385,802 | ) | 26,323 | |||||||
CASH AT BEGINNING OF PERIOD | 69,461 | 455,263 | — | |||||||||
CASH AT END OF PERIOD | $ | 26,323 | $ | 69,461 | $ | 26,323 | ||||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||||||||||||
Cash paid for interest | $ | — | $ | — | $ | — | ||||||
Cash paid for income taxes | $ | — | $ | — | $ | — | ||||||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||||||||
Common stock issued for mineral properties | $ | — | $ | — | $ | 98,108 | ||||||
Common stock issued for prepaid expenses | 72,000 | — | 72,000 |
F-5 |
MYRIAD INTERACTIVE MEDIA, INC.
(fka IVANY NGUYEN, INC.)
Notes to the Financial Statements
June 30, 2011 and 2010
NOTE 1 – DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES
Description of Business
Myriad Interactive Media, Inc. (Fka Ivany Mining, Inc.) (referred to as the “Company”) was previously involved in the e-business industry. It provided end-to-end, e-business solutions to businesses interested in doing e-tailing (selling of retail goods on the Internet). As of June 30, 2007 the Company determined to focus on the strategic acquisition and development of uranium, diamond, base metals, and precious metals properties on a worldwide basis. Accordingly, it was reclassified as an exploration stage company and its prior operations were reclassified to discontinued operations.
History
The Company was incorporated in Nevada on April 23, 1990, as Investor Club of the United States. The name was changed to Noble Financing Group Inc. (in 1992), then to Newman Energy Technologies Incorporated (1998), then World Star Asia, Inc. (1998), Comgen Corp. (1998) and then to Planet411.com Corporation on February 11, 1999 to reflect its then current business objectives. Planet411.com Inc. was incorporated on July 13, 1999. Planet411.com Corporation was merged with and into Planet411.com Inc. (referred to as the “Company”) on October 6, 1999 for the sole purpose of changing the Company's jurisdiction of incorporation to Delaware. On July 18, 2007, the Company filed a Certificate of Merger with the Secretary of State of Delaware in order to effectuate a merger whereby the Company (as Planet411.com Inc.) would merge with its wholly-owned subsidiary, Ivany Mining Inc., as a parent/ subsidiary merger with the Company as the surviving corporation. This merger, which became effective as of July 18, 2007, was completed pursuant to Section Title 8, Section 251(c) of the Delaware General Corporation Law. Upon completion of this merger, the Company's name was changed to "Ivany Mining Inc." and the Company's Articles of Incorporation have been amended to reflect this name change. On February 16, 2010 the Company’s name was changed to Ivany Nguyen, Inc. On July 6, 2011 the Company’s name was changed to Myriad Interactive Media, Inc.
Definition of Fiscal Year
The Company’s fiscal year end is June 30.
Use of Estimates
The preparation of audited financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Reclassification of Financial Statement Accounts
Certain amounts in the June 30, 2010 financial statements have been reclassified to conform to the presentation in the June 30, 2011 financial statements.
Cash and Cash Equivalents
For purposes of financial statement presentation, the Company considers all highly liquid investments with a maturity of three months or less, from the date of purchase, to be cash equivalents.
Concentration of Risk
Financial instruments, which potentially subject us to concentrations of credit risk, consist principally of cash. Our cash balances are maintained in accounts held by major banks and financial institutions located in the United States. The Company occasionally maintains amounts on deposit with a financial institution that are in excess of the federally insured limits . The risk is managed by maintaining all deposits in high quality financial institutions.
Property and Equipment
Property and equipment is recorded at cost less accumulated depreciation. Depreciation and amortization is calculated using the straight-line method over the expected useful life of the asset, after the asset is placed in service.
F-6 |
MYRIAD INTERACTIVE MEDIA, INC.
(fka IVANY NGUYEN, INC.)
Notes to the Financial Statements
June 30, 2011 and 2010
NOTE 1 – DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES (CONTINUED)
Fair Value of Financial Instruments
The Company has adopted ASC 805, “Disclosure About Fair Value of Financial Instruments”, which requires the Company to disclose, when reasonably attainable, the fair market values of its assets and liabilities which are deemed to be financial instruments. The carrying amounts and estimated fair values of the Company’s financial instruments approximate their fair value due to the short-term nature.
Revenue Recognition Policy
The Company will determine its revenue recognition policies upon commencement of its principle operations.
Advertising Costs
The Company expenses all costs of advertising as incurred. There were no advertising costs included in selling and marketing expenses during the reported periods.
Share-Based Compensation
The Company follows the provisions of ASC 718, “Share-Based Payment” which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. The Company uses the Black-Scholes pricing model for determining the fair value of stock based compensation.
Equity instruments issued to non-employees for goods or services are accounted for at fair value and are marked to market until service is complete or a performance commitment date is reached, whichever is earlier.
Earnings (loss) per Share
Basic earnings (loss) per share exclude any dilutive effects of options, warrants and convertible securities. Basic earnings (loss) per share is computed using the weighted-average number of outstanding common stocks during the applicable period. Diluted earnings per share is computed using the weighted-average number of common and common stock equivalent shares outstanding during the period. Common stock equivalent shares are excluded from the computation if their effect is antidilutive.
Income Taxes
The Company provides for income taxes under ASC 740 which requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. The Company’s predecessor operated as entity exempt from Federal and State income taxes.
ASC 740 also requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.
The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate of 39% to net loss before provision for income taxes for the following reasons:
June
30, 2011 | June
30, 2010 | |||||||
Income tax expense at statutory rate | $ | (210,665 | ) | $ | (336,905 | ) | ||
Common stock issued for services | 50,064 | 14,918 | ||||||
Fair value of stock options issued for services | — | 89,700 | ||||||
Valuation allowance | 160,601 | 232,287 | ||||||
Income tax expense per books | $ | — | $ | — |
F-7 |
MYRIAD INTERACTIVE MEDIA, INC.
(fka IVANY NGUYEN, INC.)
Notes to the Financial Statements
June 30, 2011 and 2010
NOTE 1 – COMPANY BACKGROUND AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Income Taxes (continued)
Net deferred tax assets consist of the following components as of:
June
30, 2011 | June
30, 2010 | |||||||
NOL carryover | $ | 3,414,912 | $ | 3,254,312 | ||||
Valuation allowance | (3,414,912 | ) | (3,254,312 | ) | ||||
Net deferred tax asset | $ | — | $ | — |
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of $8,756,187 for federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years.
Recent Accounting Pronouncements
The Company has evaluated recent accounting pronouncements and their adoption has not had or is not expected to have a material impact on the Company’s financial position or statements of operations or cash flows.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE 3 – RELATED PARTY TRANSACTIONS
The Company currently has consulting agreements with two of the Company’s officers. Each agreement authorizes each member to receive $6,000 per month in consulting fees along with reimbursement of expenses incurred on the Company’s behalf. During the years ended June 30, 2011 and 2010 the Company paid $320,587 and $296,929 in combined fees and expense reimbursements to these two officers.
The Company has an amount due to a shareholder of $527 as of June, 30, 2011. The amount is for the reimbursement of expenses paid for by the shareholder.
F-8 |
MYRIAD INTERACTIVE MEDIA, INC.
(fka IVANY NGUYEN, INC.)
Notes to the Financial Statements
June 30, 2011 and 2010
Note 4 – Property and Equipment
The Company’s property and equipment are comprised of the following on June 30, 2011 and 2010:
2011 | 2010 | |||||||
Computer Equipment | $ | 6,064 | $ | 6,064 | ||||
Accumulated Depreciation | (6,064 | ) | (4,798 | ) | ||||
Net Property and Equipment | $ | — | $ | 1,266 |
Depreciation expense for the years ended June 30, 2011 and 2010 was $1,266 and $2,020, respectively.
NOTE 5 – CAPITAL STOCK TRANSACTIONS
Preferred stock
The authorized preferred stock is 10,000,000 shares with a par value of $0.001. As of June 30, 2011, the Company has no shares of preferred stock issued or outstanding.
Common stock
The authorized common stock is 200,000,000 shares with a par value of $0.001. As of June 30, 2011 and 2010, 44,206,877 and 39,506,877 shares were issued and outstanding, respectively.
During the year ended June 30, 2007, the Company completed a reverse split on its common stock from 500 shares to 1 share. The reverse stock split is reflected on a retroactive basis.
During the year ended June 30, 2008, the Company issued 5,055,845 shares of its common stock for cash of $1,278,247. The Company also issued 20,150,000 shares of its common stock for mineral properties valued at $98,108. The Company issued 2,500,000 options valued at $1,528,233.
During the year ended June 30, 2009, the Company issued 10,200,000 shares of its common stock for $510,000 cash. Of this, $19,000 was recorded as a stock subscription payable because the shares were not issued until after the end of the fiscal year. During this year the Company also issued 100,000 common shares for options exercised at $0.05 per share. An additional 300,000 shares of common stock were issued for services at $0.91 per share based on the market value of the stock on the date of issuance.
During the year ended June 30, 2010, the Company issued 600,000 shares of common stock for $30,000 cash. During this year the Company also issued 380,000 in fulfillment of the $19,000 stock subscription payable recorded in the previous year and 2,225,000 shares of common stock for options exercised at $0.10 per share. The Company also issued 225,000 common shares to a public relations and marketing firm as compensation for services performed valued at $0.17 per share based on the stock price on the date of issuance. During the 2010 fiscal year the Company issued 1,000,000 warrants with a fair value of $230,000 in exchange for services. The fair value of the warrants was determined using the Black-Scholes valuation model under the assumptions detailed in Note 7.
During the year ended June 30, 2011, the Company issued 550,000 shares of common stock for $55,000 cash to warrant holders upon the exercise of the warrants. The Company also issued 750,000 shares of common stock to a consultant for services performed. The stock was valued at $75,000 based on the per share trading price on the grant date. The Company also issued 400,000 shares of common stock to two consultants for consulting services to be provided over a term of one year. The stock was valued at $80,000 based on the per share trading price on the grant date. The services are being expensed over the twelve month contract. The remaining balance of the prepaid consulting fees was $26,630 as of June 30, 2011. During the year ended June 30, 2011, the Company also issued 3,000,000 shares of common stock with 3,000,000 attached warrants for cash proceeds of $300,000. The warrants are exercisable for a two year period at an exercise price of $0.15. The Company valued these warrants using the Black-Scholes valuation model using the assumptions detailed in footnote 7 and attributed a total of $148,377 of the total $300,000 proceeds to the warrants based on their relative fair value.
F-9 |
MYRIAD INTERACTIVE MEDIA, INC.
(fka IVANY NGUYEN, INC.)
Notes to the Financial Statements
June 30, 2011 and 2010
NOTE 6 – MINERAL PROPERTIES
On September 10, 2007, the Company entered into a Mining Claims Purchase Agreement (the “Purchase Agreement”) with Derek Ivany, Victor Cantore, and Anna Giglio. Under the terms of the Purchase Agreement, Mr. Ivany, Mr. Cantore, and Ms. Giglio have each transferred to the Company certain mining claims owned by them and located in the province of Quebec, Canada.
The mining claims acquired under the Purchase Agreement cover a total of approximately 27,277.27 hectares. In exchange for the mining claims transferred to us under the Purchase Agreement, Mr. Ivany, Mr. Cantore, and Ms. Giglio were issued a total of 20,000,000 shares of common stock.
On September 11, 2007, the Company entered into a Letter of Intent Purchase Agreement (the “Purchase Agreement”) with Star Uranium Corp. (“Star Uranium”). Under the terms of the Purchase Agreement, Star Uranium has agreed to transfer to the Company ten mining claims located in the Zama Lake area of northern Alberta, Canada. Under the Purchase Agreement, the Company paid Star Uranium a purchase price of $100,000 on or before October 31, 2007. Also, the Company delivered to Star Uranium 150,000 shares of our common stock as additional consideration for the purchased mining claims. The mining claims transferred under the Purchase Agreement cover a total of approximately 92,160 hectares.
Under the Purchase Agreement, the Company has also agreed to invest certain minimum amounts in the development of the mineral properties. Subject to any negotiated adjustments which may be made by the parties based on future geological evaluation, the Company is required to spend a minimum of $400,000 toward exploration of the properties before May 16, 2008 and an additional $1,000,000 toward exploration and development before May 16, 2010. Star Uranium has retained a 2% smelter royalty on the properties and has retained all diamond rights.
The Company has the option to buy-down the retained net smelter royalty to 1% by making an additional payment of $1,000,000 to Star Uranium at any time.
On September 12, 2007, the Company entered into an Alberta Mining Claims Purchase Agreement (the “Purchase Agreement”) with Derek Ivany and Royal Atlantis Group, Inc. (“Royal Atlantis”). Under the terms of the Purchase Agreement, Mr. Ivany and Royal Atlantis have transferred to the Company a total of six mining claims located in the province of Alberta, Canada. In exchange for the mining claims transferred to the Company under the Purchase Agreement, the Company paid total of $20,000 CAD ($10,000 each) to Mr. Ivany and Royal Atlantis.
At the close of the fiscal year ended June 30, 2008, the Company recognized an impairment charge of $528,068 on the value of its mining property, primarily due to the facts that the Company is an exploration stage company and future cash flow is unpredictable due to a lack of operating history, the future required minimum expenditures that the Company is uncertain of funding, and the uncertainty of the prospects of the land.
At the close of the fiscal year ended June 30, 2009 the Company again performed an impairment analysis in regards to the carrying value of the mineral properties held by the Company. Due to the same reasons noted above, the Company impaired the value of its mining properties. This resulted in an impairment expense of $17,153 for the year ended June 30, 2009.
On July 14, 2010, the Company’s board of directors adopted a resolution abandoning the Company’s interests in two sets of mineral claims known as the Temiscamingue property and the Mont Laurier properties, respectively. The book value of these mining claims had previously been written-down to $-0- during the fiscal year ended June 30, 2009. After a review of the mineral prospects, exploration budgets, and other information regarding these mineral claims, as well as a review of the Corporation’s financial resources and business development priorities, the Company’s board of directors determined that it was in the best interest of the Company to focus its mineral exploration efforts on its other mining claims.
F-10 |
MYRIAD INTERACTIVE MEDIA, INC.
(fka IVANY NGUYEN, INC.)
Notes to the Financial Statements
June 30, 2011 and 2010
NOTE 7 – STOCK OPTIONS AND WARRANTS
The estimated value of the compensatory common stock purchase warrants granted to non-employees in exchange for services and financing expenses is determined using the Black-Scholes evaluation model.
On June 10, 2010, the Company entered into an Investor Relations Agreement for investor and public relations services. The services will include organizing presentations in several European cities, assistance with coverage in the German financial media, and certain shareholder relations matters. Under the Agreement, the Company agreed to compensate the consultant with options to purchase 1,000,000 shares of our common stock at an exercise price of $0.20 per share.
During the years ended June 30, 2011 and 2010, the estimated value of the compensatory common stock purchase warrants granted to non-employees in exchange for services and financing expenses was determined using the Black-Scholes pricing model and the following assumptions: expected term of 2-5 years, a risk free interest rate of 2.05-3.35%, a dividend yield of 0% and volatility of 90-907%. The amount of the expense charged to operations for compensatory options and warrants granted in exchange for services was $1,758,233.
During the year ended June 30, 2011 no compensatory common stock purchase options were granted. On October 17, 2010, the Company issued 1,000,000 warrants in conjunction with common stock sold for cash. These warrants have a two year life and an exercise price of $0.15. The Company calculated a relative fair value for these warrants based on a volatility of 142%, a risk-free interest rate of .37% and a stock price on the date of issuance of $0.20.
Additionally, on December 3, 2010, the Company issued 2,000,000 warrants in conjunction with common stock sold for cash. These warrants have a two year life and an exercise price of $0.15. The Company calculated a relative fair value for these warrants based on a volatility of 147%, a risk-free interest rate of .49% and a stock price on the date of issuance of $0.12.
Changes in stock options during the years ended June 30, 2011 and 2010 are as follows:
Weighted | ||||||||||||
Number | Average | Value | ||||||||||
Of | Exercise | if | ||||||||||
Options | Price | Exercised | ||||||||||
Outstanding, June 30, 2009 | 2,400,000 | $ | 0.10 | $ | 240,000 | |||||||
Exercisable, June 30, 2009 | 2,400,000 | 0.10 | 240,000 | |||||||||
Granted | 1,000,000 | 0.20 | 200,000 | |||||||||
Exercised | — | — | — | |||||||||
Cancelled | (2,400,000 | ) | 0.10 | (240,000 | ) | |||||||
Outstanding, June 30, 2010 | 1,000,000 | 0.20 | 200,000 | |||||||||
Exercisable, June 30, 2010 | 1,000,000 | 0.20 | 200,000 | |||||||||
Granted | — | — | — | |||||||||
Exercised | — | — | — | |||||||||
Cancelled | — | — | — | |||||||||
Outstanding, June 30, 2011 | 1,000,000 | $ | 0.20 | $ | 200,000 | |||||||
Exercisable, June 30, 2011 | 1,000,000 | $ | 0.20 | $ | 200,000 |
F-11 |
MYRIAD INTERACTIVE MEDIA, INC.
(fka IVANY NGUYEN, INC.)
Notes to the Financial Statements
June 30, 2011 and 2010
NOTE 7 – STOCK OPTIONS AND WARRANTS (CONTINUED)
Changes in stock purchase warrants during the years ended June 30, 2011 and 2010 are as follows:
Weighted | ||||||||||||
Number | Average | Value | ||||||||||
Of | Exercise | if | ||||||||||
Options | Price | Exercised | ||||||||||
Outstanding, June 30, 2009 | 5,055,845 | 0.25 | $ | 1,278,247 | ||||||||
Exercisable, June 30, 2009 | 5,055,845 | 0.25 | 1,278,247 | |||||||||
Granted | 23,819,613 | 0.10 | 2,381,961 | |||||||||
Exercised | (2,250,000 | ) | 0.10 | (225,000 | ) | |||||||
Cancelled | (5,055,845 | ) | 0.25 | (1,278,247 | ) | |||||||
Outstanding, June 30, 2010 | 21,569,613 | 0.10 | 2,156,961 | |||||||||
Exercisable, June 30, 2010 | 21,569,613 | 0.10 | 2,156,961 | |||||||||
Granted | 3,000,000 | 0.15 | 150,000 | |||||||||
Exercised | (550,000 | ) | 0.10 | (55,000 | ) | |||||||
Cancelled | — | — | — | |||||||||
Outstanding, June 30, 2011 | 24,019,613 | $ | 0.11 | $ | 2,551,961 | |||||||
Exercisable, June 30, 2011 | 25,019,613 | $ | 0.11 | $ | 2,551,961 |
NOTE 8 – COMMITMENTS AND CONTINGENCIES
The Company neither owns nor leases any real or personal property. An officer has provided office services without charge. There is no obligation for the officer to continue this arrangement. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.
On June 21, 2010 the Company entered into a consulting agreement with a third party wherein the Company agreed to pay EUR 5,000 per month in exchange for consulting services. This agreement was effective through June 21, 2011.
NOTE 9 – SUBSEQUENT EVENTS
On July 6, 2011, the Company’s board of directors approved a merger with its wholly-owned subsidiary, Myriad Acquisition Corp., pursuant to DGCL §253(a). As part of the merger with the wholly owned subsidiary, the Company’s board authorized a change in the name of the company to “Myriad Interactive Media, Inc.”
The Company has analyzed its operations subsequent to June 30, 2011 through the date of this report and has determined that there are no additional material subsequent events to disclose.
F-12 |
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
None
Item 9A. Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in company reports filed or submitted under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our chief executive officer and treasurer, as appropriate to allow timely decisions regarding required disclosure.
As required by Rules 13a-15 and 15d-15 under the Exchange Act, our chief executive officer and chief financial officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2011. Based on their evaluation, they concluded that our disclosure controls and procedures were ineffective.
Management is responsible for establishing and maintaining adequate internal control over our financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act). Our internal control over financial reporting is a process designed by, or under the supervision of, our chief executive officer and chief financial officer and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with the authorization of our board of directors and management; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
10 |
Under the supervision and with the participation of our management, including our chief executive officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this evaluation under the criteria established in Internal Control – Integrated Framework, our management concluded that our internal control over financial reporting was ineffective as of June 30, 2011.
Management determined that the material weaknesses that resulted in controls being ineffective are primarily due to lack of resources and number of employees. Material weaknesses exist in the segregation of duties required for effective controls and various reconciliation and control procedures not regularly performed due to the lack of staff and resources.
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 an exemption for non-accelerated filers set forth in Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act.
During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting that has materially affected or is reasonably likely to materially affect, our internal control over financial reporting.
None
11 |
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Our executive officers and directors and their respective ages as of October 6, 2010 are as follows:
Name | Age | Position(s) and Office(s) Held |
Derek Ivany | 28 | President, Chief Executive Officer, Chief Financial Officer, and Director |
Leandro Dumlao | 35 | Director |
Hercules Galang | 37 | Director |
Set forth below is a brief description of the background and business experience of each of our current executive officers and directors.
Derek Ivany. Mr. Ivany was appointed to our board of directors on September 15, 2005 and was appointed as our Chief Executive Officer and Chief Financial Officer on November 29, 2005. Mr. Ivany’s business experience has been focused in the area of technical services. Since March 2000, Mr. Ivany has acted as a consultant in the technical services area to TransEuro Energy Corp. In September 2004, Mr. Ivany co-founded Indochina Securities Inc. Mr. Ivany was formerly a director of two public companies in Canada, Star Uranium Corp. and Hi Ho Silver Resources.
Leandro Dumlao. Mr. Dumlao was appointed as a Director on July 29, 2011. He has been specializing in the area of search engine optimization (SEO) and search engine marketing (SEM) for the last 8 years, where most recently he developed the entire media program and strategy for FanXchange, where he served as Senior Manager. Mr. Dumlao has also built and managed the online marketing strategy and design architecture for Hewlett Packard Canada and has managed various projects as creative lead for several technology firms over the last 9 years.
Hercules Galang. Mr. Galang was appointed as a Director on July 29, 2011. He has worked for TD Bank for the last 17 years. At TD Bank, he worked his way up from an entry level position to Financial Planner for TD Waterhouse. Thereafter, he has continued at TD Bank as a Mortgage Specialist, a position in which he has won the Gold Club membership 3 years in a row, Platinum Club member for 2 years in a row, and presently holds the Paragon Sales Award representing the top 2% in all of Canada. In 2010, Mr. Galang completed over $86 million in booked mortgage volume.
Directors
Our bylaws authorize no less than one (1) director. We currently have three Directors.
Term of Office
Our Directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.
12 |
Family Relationships
There are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors or executive officers.
Involvement in Certain Legal Proceedings
To the best of our knowledge, during the past ten years, none of the following occurred with respect to a present or former director, executive officer, or employee: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.
Audit Committee
We do not have a separately-designated standing audit committee. The entire board of directors performs the functions of an audit committee, but no written charter governs the actions of the board of directors when performing the functions of that would generally be performed by an audit committee. The board of directors approves the selection of our independent accountants and meets and interacts with the independent accountants to discuss issues related to financial reporting. In addition, the board of directors reviews the scope and results of the audit with the independent accountants, reviews with management and the independent accountants our annual operating results, considers the adequacy of our internal accounting procedures and considers other auditing and accounting matters including fees to be paid to the independent auditor and the performance of the independent auditor.
We do not have an audit committee financial expert because of the size of our company and our board of directors at this time. We believe that we do not require an audit committee financial expert at this time because we retain outside consultants who possess these attributes.
For the fiscal year ending June 30, 2011, the board of directors:
Based upon the board of directors’ review and discussion of the matters above, the board of directors authorized inclusion of the audited financial statements for the year ended June 30, 2011 to be included in this Annual Report on Form 10-K and filed with the Securities and Exchange Commission.
13 |
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our directors and executive officers and persons who beneficially own more than ten percent of a registered class of the Company’s equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent beneficial shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. To the best of our knowledge based solely on a review of Forms 3, 4, and 5 (and any amendments thereof) received by us during or with respect to the year ended June 30, 2006, the following persons have failed to file, on a timely basis, the identified reports required by Section 16(a) of the Exchange Act during fiscal year ended June 30, 2011:
Name and principal position | Number of late reports |
Transactions not timely reported |
Known failures to file a required form |
Derek Ivany | 0 | 0 | 0 |
Victor Cantore, former officer and director | 0 | 0 | 0 |
Sam Nguyen, former officer and director | 0 | 0 | 0 |
Code of Ethics
As of June 30, 2011, we had not adopted a Code of Ethics for Financial Executives, which would include our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.
Item 11. Executive Compensation
Compensation Discussion and Analysis
We have a consulting agreement with our Chief Executive Officer, Derek Ivany. The consulting agreement provides for a monthly stipend $6,000 plus reimbursement of expenses incurred, with any additional compensation to be paid in the discretion of the company. The goal of this arrangement is to provide the officer principally responsible for our operations such compensation for his time and efforts as is appropriate in light of our currently limited capital resources and relatively early stage of business development.
On July 29, 2011, under the terms of the 2007 Stock Option Plan, we awarded each of our newly-appointed directors, Leandro Dumlao and Hercules Galang, immediately vested options to purchase 1,500,000 shares of our common stock at an exercise price of $0.10 per share. These options are exercisable for a period of two years. The issuance of these options was intended to provide a balance of incentives for our officers by providing the potential for net value to the officers upon an immediate increase in the value of the company, while also allowing an opportunity for the officers to earn greater value by way of a larger and sustained increase in the value of the company over time. We may consider additional options issues during the current fiscal year.
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Summary Compensation Table
The table below summarizes all compensation awarded to, earned by, or paid to each named executive officer for our last two completed fiscal years for all services rendered to us.
SUMMARY COMPENSATION TABLE | ||||||||||
Name and principal position |
Year | Salary ($) |
Bonus ($) |
Stock Awards ($) |
Option Awards ($) |
Non-Equity Incentive Plan Compensation ($) |
Nonqualified Deferred Compensation Earnings ($) |
All Other Compensation ($) |
Total ($) | |
Derek Ivany, President, CEO, CFO and director | 2011 2010
|
72,000 72,000 |
0 0 |
0 0 |
0 0 |
0 0 |
0 0 |
0 0 |
72,000 72,000 | |
Victor Cantore, former CFO and director | 2011 2010
|
72,000 72,000 |
0 0 |
0 0 |
0 0 |
0 0 |
0 0 |
0 0 |
72,000 72,000 | |
Sam Nguyen, former V.P. and director | 2011 2010 |
0 10,000 |
0 0 |
0 0 |
0 0 |
0 0 |
0 0 |
0 0 |
0 10,000 | |
Narrative Disclosure to the Summary Compensation Table
Per their consulting agreements with the Company, our Chief Executive Officer, Derek Ivany, and our former Chief Financial Officer, Victor Cantore, were paid cash compensation of $72,000 each during the fiscal year ended June 30, 2011, exclusive of reimbursement of expenses incurred by these officers.
Outstanding Equity Awards At Fiscal Year-end Table
The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officer outstanding as of the end of our last completed fiscal year.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END | |||||||||
OPTION AWARDS | STOCK AWARDS | ||||||||
Name |
Number of Securities Underlying Unexercised Options (#) Exercisable |
Number of Securities Underlying Unexercised Options (#) Unexercisable |
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
Option Exercise Price ($) |
Option Expiration Date |
Number of Shares or Shares of Stock That Have Not Vested (#) |
Market Value of Shares or Shares of Stock That Have Not Vested ($) |
Equity Incentive Plan Awards: Number of Unearned Shares, Shares or Other Rights That Have Not Vested (#) |
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Shares or Other Rights That Have Not Vested (#) |
Derek Ivany | 0 | 0 | 0 | n/a | n/a | 0 | 0 | 0 | 0 |
Victor Cantore, former officer | 0 | 0 | 0 | n/a | n/a | 0 | 0 | 0 | 0 |
Sam Nguyen, former officer | 0 | 0 | 0 | n/a | n/a | 0 | 0 | 0 | 0 |
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Compensation of Directors Table
The table below summarizes all compensation paid to our directors for our last completed fiscal year.
DIRECTOR COMPENSATION | |||||||
Name |
Fees Earned or Paid in Cash ($) |
Stock Awards ($) |
Option Awards ($) |
Non-Equity Incentive Plan Compensation ($) |
Non-Qualified Deferred Compensation Earnings ($) |
All Other Compensation ($) |
Total ($) |
Derek Ivany | 72,000 | 0 | 0 | 0 | 0 | 0 | 72,000 |
Victor Cantore, former director | 72,000 | 0 | 0 | 0 | 0 | 0 | 72,000 |
Sam Nguyen, former director | 0 | 0 | 0 | 0 | 0 | 0 | 10,000 |
Leandro Dumlao | n/a | n/a | n/a | n/a | n/a | n/a | n/a |
Hercules Galang | n/a | n/a | n/a | n/a | n/a | n/a | n/a |
Narrative Disclosure to the Director Compensation Table
Our directors do not currently receive any compensation from the Company for their service as members of the Board of Directors of the Company. The figures above reflect compensation received in their capacities as employees and/or named executive officers.
We have not reimbursed our directors for expenses incurred in connection with attending board meetings nor have we paid any directors fees or other cash compensation for services rendered as a director in the period ended June 30, 2011. As discussed above, after the end of the fiscal year on June 30, 2011, we awarded certain options to our two newly-appointed directors, Leandro Dumlao and Hercules Galang.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of September 21, 2011, the beneficial ownership of our common stock by each executive officer and director, by each person known by us to beneficially own more than 5% of the our common stock and by the executive officers and directors as a group. Except as otherwise indicated, all shares are owned directly and the percentage shown is based on 44,206,877 shares of common stock issued and outstanding on September 21, 2011.
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Title of class
|
Name and address of beneficial owner |
Amount of beneficial ownership |
Percent of class* |
Common | Derek Ivany 16 Spears St. Toronto Ontario M6N 3X7 Canada |
6,000,000(1) | 13.57% |
Common | Leandro
Dumlao Toronto, Ontario, Canada M6M 2L7 |
1,500,000(2) | 3.39% |
Common | Hercules Galang 7 Ingram Drive, Suite 128 Toronto, Ontario, Canada M6M 2L7 |
1,500,000(3) | 3.39% |
Common | Total all executive officers and directors | 9,000,000 | 20.35% |
Common | 5% Shareholders | ||
Common | Firebird Global Master Fund, Ltd. c/o Trident Trust Company (Cayman) Limited 1 Capital Place, P.O. Box 847 Grand Cayman, Cayman Islands FGS Advisors, LLC, Investment Manager |
20,000,000(4) | 50.62% |
Common | Arclight Capital, LLC 2062 Troon Drive Henderson, NV 89074 Andrew C. Burton, Managing Member |
6,291,552(5) | 14.23% |
Common | Spectra Capital Management, LLC 595 Madison Avenue, 37th Floor New York, NY 10022 Gregory I. Porges, Managing Member Andrew C. Burton, Manager |
6,369,495(6) | 14.41% |
Common | Victor Cantore 8720 Rue Du Frost St. Leonard, Quebec H1P 2Z5 |
5,104,001 | 11.56% |
Common | Sam Nguyen 50 Noble St. Markham, Ontario L3R 8G1 |
4,000,000 | 9.05% |
Common | Anna Giglio 8720
Rue Du Frost |
3,000,000 | 6.79% |
(1) Included in the calculation of the beneficial ownership for Mr. Ivany are 5,000,000 shares held in the name of Macquarie Private Wealth, Inc.
(2) Included in the calculation of the beneficial ownership for Mr. Dumlao are options to purchase 1,500,000 shares of common stock at an exercise price of $0.10. These options are immediately exercisable and expire on July 29, 2013.
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(3) Included in the calculation of the beneficial ownership for Mr. Galang are options to purchase 1,500,000 shares of common stock at an exercise price of $0.10. These options are immediately exercisable and expire on July 29, 2013.
(4) Included in the calculation of beneficial ownership for Firebird Global Master Fund, Ltd. are warrants to purchase 10,000,000 shares at a purchase price of $0.10 per share. These warrants are immediately exercisable and expire on July 10, 2012. FGS Advisors, LLC (“FGS”) serves and the Investment Manager of Firebird Global Master Fund, Ltd. (“Firebird”) and controls the investment and trading activities of Firebird. James Passin and Harvery Sawikin are managers and controlling principals of FGS. In their respective capacities, FGS, Mr. Passin, and Mr. Sawikin exercise voting and investment power with respect to the securities held by Firebird.
(5) Included in the calculation of beneficial ownership for Arclight Capital, LLC are warrants to purchase 3,700,000 shares at a purchase price of $0.10 per share. These warrants are immediately exercisable and expire on July 10, 2012. Andrew C. Burton is the Managing Member of Arclight Capital, LLC (“Arclight”). In his capacity as Managing Member of Arclight, Mr. Burton exercises voting and investment power with respect to the securities held by Arclight
(6) Included in the calculation of beneficial ownership for Spectra Capital Management, LLC are warrants to purchase 3,500,000 shares at a purchase price of $0.10 per share. These warrants are immediately exercisable and expire on July 10, 2012. Gregory I. Porges is the Managing Member of Spectra Capital Management, LLC (“Spectra”). Andrew C. Burton is the Manager of Spectra. In their capacities as the Managing Member and Manager, respectively, of Spectra, Mr. Porges and Mr. Burton exercise voting and investment power with respect to the securities held by Spectra.
*The percentages shown reflect immediately exercisable options and warrants held by the named shareholders, as well as the current issued and outstanding common stock held by these shareholders, divided by the total number of actual shares currently issued and outstanding.
As used in this table, "beneficial ownership" means the sole or shared power to vote, or to direct the voting of, a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of, a security). In addition, for purposes of this table, a person is deemed, as of any date, to have "beneficial ownership" of any security that such person has the right to acquire within 60 days after such date.
The persons named above have full voting and investment power with respect to the shares indicated. Under the rules of the Securities and Exchange Commission, a person (or group of persons) is deemed to be a "beneficial owner" of a security if he or she, directly or indirectly, has or shares the power to vote or to direct the voting of such security, or the power to dispose of or to direct the disposition of such security. Accordingly, more than one person may be deemed to be a beneficial owner of the same security. A person is also deemed to be a beneficial owner of any security, which that person has the right to acquire within 60 days, such as options or warrants to purchase our common stock.
Disclosure of Commission Position of Indemnification for Securities Act Liabilities
In accordance with the provisions in our articles of incorporation, we will indemnify an officer, director, or former officer or director, to the full extent permitted by law.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of us in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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Item 13. Certain Relationships and Related Transactions, and Director Independence
Except as set forth below, none of our directors or executive officers, nor any proposed nominee for election as a director, nor any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to all of our outstanding shares, nor any members of the immediate family (including spouse, parents, children, siblings, and in-laws) of any of the foregoing persons has any material interest, direct or indirect, in any transaction since our incorporation or in any presently proposed transaction which, in either case, has or will materially affect us:
1. On September 10, 2007, we entered into a Mining Claims Purchase Agreement (the “Purchase Agreement”) with Derek Ivany, Victor Cantore, and Anna Giglio. Under the terms of the Purchase Agreement, Mr. Ivany, Mr. Cantore, and Ms. Giglio each transferred to us certain mining claims owned by them and located in the province of Quebec, Canada.
In exchange for the mining claims transferred to us under the Purchase Agreement, Mr. Ivany, Mr. Cantore, and Ms. Giglio were issued a total of 20,000,000 shares of common stock as follows:
Derek Ivany 10,000,000 shares
Victor Cantore 7,000,000 shares
Anna Giglio 3,000,000 shares
2. On September 11, 2007, we entered into a Letter of Intent Purchase Agreement (the “Purchase Agreement”) with Star Uranium Corp. (“Star Uranium”). Under the terms of the Purchase Agreement, Star Uranium has agreed to transfer to us ten mining claims located in the Zama Lake area of northern Alberta, Canada. Under the Purchase Agreement, we must pay Star Uranium a purchase price of $100,000CDN on or before October 31, 2007. Also, we will be required to deliver to Star Uranium 150,000 shares of our common stock as additional consideration for the purchased mining claims. The mining claims transferred under the Purchase Agreement cover a total of approximately 92,160 hectares.
Under the Purchase Agreement, we have also agreed to invest certain minimum amounts in the development of the mineral properties. Subject to any negotiated adjustments which may be made by the parties based on future geological evaluation, we are required to spend a minimum of $400,000CDN toward exploration of the properties before May 16, 2008 and an additional $1,000,000CDN toward exploration and development before May 16, 2010.
Star Uranium has retained a 2% smelter royalty on the properties and has retained all diamond rights. We have the option to buy-down the retained net smelter royalty to 1% by making an additional payment of $1,000,000CDN to Star Uranium at any time. The Purchase Agreement, which is in the form of a short Letter of Intent, may be replaced by a more formal agreement if deemed necessary by the parties.
Derek Ivany, who is our President and CEO and a member of our board of directors, was also, at the time of the agreement, Vice-President of Business Development and a member of the board of directors for Star Uranium Corp.
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3. On September 12, 2007, we entered into an Alberta Mining Claims Purchase Agreement (the “Purchase Agreement”) with Derek Ivany and Royal Atlantis Group, Inc. (“Royal Atlantis”). Under the terms of the Purchase Agreement, Mr. Ivany and Royal Atlantis have transferred to us a total of six mining claims located in the province of Alberta, Canada.
In exchange for the mining claims transferred to us under the Purchase Agreement, we are required to pay a total of $20,000 ($10,000 each) to Mr. Ivany and Royal Atlantis on or before November 15, 2007.
4. We have consulting agreements with our Chief Executive Officer, Derek Ivany. The consulting agreement provides for a monthly stipend $6,000, with any additional compensation to be paid in the discretion of the company. This agreement is filed herewith as Exhibit 10.1.
Item 14. Principal Accounting Fees and Services
Below is the table of Audit Fees (amounts in US$) billed by our auditor in connection with the audit of the Company’s annual financial statements for the years ended:
Financial Statements for the Year Ended June 30 | Audit Services | Audit Related Fees | Tax Fees | Other Fees |
2011 | $10,200 | $0 | $0 | $0 |
2010 | $9,500 | $0 | $0 | $0 |
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PART IV
Item 15. Exhibits, Financial Statements Schedules
(a) | Financial Statements and Schedules |
The following financial statements and schedules listed below are included in this Form 10-K.
Financial Statements (See Item 8)
1 Incorporated by reference to Annual Report on Form 10-KSB for the period ended June 30, 2002 filed on December 19, 2002.
2 Incorporated by reference to the Registration Statement on Form 10 filed December 28, 1999.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Myriad Interactive Media, Inc. | |
By: | /s/ Derek Ivany |
Derek Ivany President, Chief Executive Officer, Chief Financial Officer, and Director | |
October 26, 2011 |
In accordance with Section 13 or 15(d) of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
By: | /s/ Derek Ivany |
Derek Ivany President, Chief Executive Officer, Chief Financial Officer and Director | |
October 26, 2011 |
By: | /s/ Leandro Dumlao |
Leandro Dumlao, Director | |
October 26, 2011 |
By: | /s/ Hercules Galang |
Hercules Galang, Director | |
October 26, 2011 |
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Business Consulting Agreement
This Business Consulting Agreement (the “Agreement”) is entered into by and between:
Derek Ivany (“Consultant”)
And
Ivany Nguyen, Inc.
WITNESSETH
WHEREAS, Consultant provides consultation and advisory services relating to business management, development, and marketing for the Company, and
WHEREAS, the Company desires to be assured of the services of the Consultant in order to avail itself to the Consultant’s experience, skills, knowledge and abilities. The Company is therefore willing to engage the Consultant and the Consultant agrees to be engaged upon the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing, of the mutual promises and covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Consulting Services: The Company hereby engages and Consultant hereby accepts the engagement to become a consultant to the Company and to render such advice, consultation, information and services to including the preparation, implementation and monitoring of business development and marketing plans and such other managerial assistance as the Company shall deem necessary or appropriate for business.
2. Payment: In consideration for entering into this agreement, the Company agrees to pay Consultant a stipend of $6,000 per month.
3. Expenses: The Company shall reimburse Consultant for all pre-approved travel and other expenses incurred. Consultant shall provide receipts and vouchers to the Company for all expenses for which reimbursement is claimed.
4. Invoices: All pre-approved invoices for services provided to the Company and expenses incurred by Consultant in connection therewith shall be payable in full within ten (10) days of the date of such invoice.
5. Personnel: Consultant shall be an independent contractor and no personnel utilized by Consultant in providing services hereunder shall be deemed an employee of the Company. Consultant shall have the sole and exclusive responsibility and liability for making all reports and contributions, withholdings, payments and taxes to be collected, withheld, made and paid with respect to persons providing services to be performed hereunder, whether pursuant to any social security, unemployment insurance, worker’s compensation law or other federal, state or local law now in force and effect hereafter enacted.
6. Termination: This Agreement may be terminated by either party hereto on fifteen (15) days written notice, at which time no further obligations will be due from either party.
7. Non-Assignability: The rights, obligations, and benefits established by this Agreement shall not be assignable by Consultant. This Agreement shall be binding upon and shall insure to the benefit of the parties and their successors.
8. Confidentiality: Consultant acknowledges and agrees that confidential and valuable information proprietary to and obtained during Consultants’ engagement by the Company, shall not be, directly or indirectly, disclosed without the prior express written consent of the Company, unless and until such information is otherwise known to the public generally through no fault of Consultant. All documents containing confidential information provided to Consultant by the Company shall clearly and conspicuously be marked with the word “Confidential.”
9. Limited Liability: Neither Consultant nor any of his employees, officers or directors shall be liable for consequential or incidental damages of any kind to the Company that may arise out of or in connection with any services performed by Consultant hereunder.
10. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without giving effect to the conflicts of law principles thereof or actual domicile parties.
11. Notice: Notice hereunder shall be in writing and shall be deemed to have been given at the time when deposited for mailing with the United States Postal Service enclosed in a registered or certified postpaid envelope addressed to the respective party at the address of such party first above written or at such other address as such party may fix by notice given pursuant to this paragraph.
12. Miscellaneous: No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision and no waiver shall constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. No supplement, modification, or amendment of the Agreement shall be binding unless executed in writing and agreed upon by all parties. The Agreement supersedes all prior understandings, written or oral, and constitutes the entire Agreement between the parties hereto with respect to the subject matter hereof.
13. Counterparts: This Agreement may be executed in counterparts and by facsimile, each of such counterparts so executed will be deemed to be an original and such counterparts together will constitute one and the same instrument and notwithstanding the date of execution will be deemed to bear the first date written above.
MYRIAD INTERACTIVE MEDIA, INC.
STOCK OPTION AGREEMENT GRANTED UNDER THE 2007 STOCK OPTION PLAN
This Stock Option Agreement (the “Agreement”) evidences the grant by Myriad Interactive Media, Inc., a Delaware corporation (the “Company”), on July 29, 2011, (the “Grant Date”) to Leandro Dumlao, (the “Optionee”), of an option to purchase, in whole or in part, on the terms provided herein and in the Company’s 2007 Stock Option Plan (the “Plan”), a total of 1,500,000 shares (the “Shares”) of common stock, $0.001 par value per share of the Company’s Common Stock at $0.10 per Share. Unless earlier terminated, this option shall expire on July 29, 2013 (the “Final Exercise Date”).
It is intended that the option evidenced by this agreement shall, to the extent it so qualifies, be an incentive stock option as defined in Section 422 of the Internal Revenue Code of 1986, as amended and any regulations promulgated there under (the "Code"). To the extent that the option does not on the date of grant, or hereafter ceases to, qualify as an incentive stock option, it shall be a non-qualified stock option. Except as otherwise indicated by the context, the term "Participant", as used in this option, shall be deemed to include any person who acquires the right to exercise this option validly under its terms.
Vesting Schedule:
Subject to the terms and conditions set forth in this Agreement, this option will become exercisable (“vest”) immediately upon the signing of the Agreement by the Company and Leandro Dumlao.
Notice and Payment:
Any exercisable portion of this Stock Option may be exercised only by:
(a) delivery of a written notice to the Company prior to the time when such Stock Option becomes un-exercisable herein, stating the number of shares being purchased and complying with all applicable rules established by the Plan Administrator;
(b) payment in full of the exercise price of such Option by, as applicable by delivery of: (i) cash or check for an amount equal to the aggregate Stock Option exercise price for the number of shares being purchased,
(ii) in the discretion of the Plan Administrator, upon such terms as the Plan Administrator shall approve, a copy of instructions to a broker directing such broker to sell the Common Stock for which such Option is exercised, and to remit to the Company the aggregate exercise price of such Stock Option (a “cashless exercise”), or
(iii) at the discretion of the Plan Administrator, upon such terms as the Plan Administrator shall approve, shares of the Company’s Common Stock owned by the Optionee, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate purchase price of the shares with respect to which such Stock Option or portion is thereby exercised (a “stock-for-stock exercise”);
(c) payment of the amount of tax required to be withheld (if any) by the Company, or any parent or subsidiary corporation as a result of the exercise of a Stock Option. At the discretion of the Plan Administrator, upon such terms as the Plan Administrator shall approve, the Optionee may pay all or a portion of the tax withholding by:
(i) cash or check payable to the Company,
(ii) a cashless exercise,
(iii) a stock-for-stock exercise, or
(iv) a combination of one or more of the foregoing payment methods; and
(d) delivery of a written notice to the Company requesting that the Company direct the transfer agent to issue to the Optionee (or his designee) a certificate for the number of shares of Common Stock for which the Option was exercised or, in the case of a cashless exercise, for any shares that were not sold in the cashless exercise. Notwithstanding the foregoing, the Company, in its sole discretion, may extend and maintain, or manage for the extension and maintenance of credit to any Optionee to finance the Optionee’s purchase of shares pursuant to the exercise of any Stock Option, on such terms as may be approved by the Plan Administrator, subject to applicable regulations of the Federal Reserve Board and any other laws or regulations in effect at the time such credit is extended.
Terms of Option:
No Option shall be exercisable after the expiration of the earliest of:
(a) two years after the date the Option is granted,
(b) three months after the date the Optionee’s employment with the Company and its subsidiaries terminates, or a Non-Employee Director or Consultant ceases to provide services to the Company, if such termination or cessation is for any reason other than Disability or death,
(c) one year after the date the Optionee’s employment with the Company, and its subsidiaries, terminates, or a Non-Employee Director or Consultant ceases to provide services to the Company, if such termination or cessation is a result of death or Disability; provided, however, that the Option agreement for any Option may provide for shorter periods in each of the foregoing instances. In the case of an Incentive Stock Option granted to an employee who owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company, or any of its parent or subsidiary corporations, the term set forth in (a) above shall not be more than five years after the date the Option is granted.
Exercise of an Option:
No Option shall be exercisable during the lifetime of the Optionee by any person other than the Optionee. Subject to the foregoing, the Plan Administrator shall have the power to set the time or times within which each Option shall be exercisable and to accelerate the time or times of exercise. To the extent that an Optionee has the right to exercise an Option and purchase shares pursuant hereto, the Option may be exercised from time to time by written notice to the Company, stating the number of shares being purchased and accompanied by payment in full of the exercise price for such shares.
No Transfer of Option:
No Option shall be transferable by an Optionee otherwise than by will or the laws of descent and distribution.
Restriction on Issuance of Shares:
The issuance of Options and shares shall be subject to compliance with all of the applicable requirements of law with respect to the issuance and sale of securities, including, without limitation, any required qualification under state securities laws.
Investment Representation:
Any Optionee may be required, as a condition of issuance of shares covered by his or her Option, to represent that the shares be acquired pursuant to exercise will be acquired for investment and without a view toward distribution thereof, and in such case, the Company may place a legend on the share certificate(s) evidencing the fact that they were acquired for investment and cannot be sold or transferred unless registered under the Securities Act of 1933, as amended, or unless counsel for the Company is satisfied that the circumstances of the proposed transfer do not require such registration.
Rights as a Shareholder or Employee:
An Optionee or transferee of an Option shall have no right as a stockholder of the Company with respect to any shares covered by an Option until the date of the issuance of a share certificate for such shares. No adjustment shall be made for dividends (ordinary or extraordinary, whether cash, securities, or other property), or distributions or other rights for which the record date is prior to the date such share certificate is issued, except as provided in paragraph (m) below. Nothing in the Plan or in any Option agreement shall confer upon any employee any right to continue in the employ of the Company or any of its subsidiaries or interfere in any way with any right of the Company or any subsidiary to terminate the Optionee’s employment at any time.
No Fractional Shares:
In no event shall the Company be required to issue fractional shares upon the exercise of an Option.
Exercise in the Event of Death:
In the event of the death of the Optionee, any Option or unexercised portion thereof granted to the Optionee, to the extent exercisable by him or her on the date of death, may be exercised by the Optionee’s personal representatives, heirs, or legatees subject to the provisions of paragraph (d) above.
Recapitalization or Reorganization of the Company:
Except as otherwise provided herein, appropriate and proportionate adjustments shall be made:
(1) in the number and class of shares subject to the Plan,
(2) to the Option rights granted under the Plan, and
(3) in the exercise price of such Option rights, in the event that the number of shares of common Stock of the Company are increased or decreased as a result of a stock dividend (but only on Common Stock), stock split, reverse stock split, recapitalization, reorganization, merger, consolidation, separation, or like change in the corporate or capital structure of the Company. In the event there shall be any other change in the number or kind of the outstanding shares of Common Stock of the Company, or any stock or other securities into which such common stock shall have been changed, or for which it shall have been exchanged, whether by reason of a complete liquidation of the Company or a merger, reorganization, or consolidation with any other corporation in which the Company is not the surviving corporation, or the Company becomes a wholly-owned subsidiary of another corporation, then if the Plan Administrator shall, in its sole discretion, determine that such change equitably requires an adjustment to shares of Common Stock currently subject to Options under the Plan, or to prices or terms of outstanding Options, such adjustment shall be made in accordance with such determination.
To the extent that the foregoing adjustments relate to stock or securities of the Company, such adjustment shall be made by the Plan Administrator, the determination of which in that respect shall be final, binding, and conclusive. No right to purchase fractional shares shall result from any adjustment of Options pursuant to this Section. In case of any such adjustment, the shares subject to the Option shall be rounded down to the nearest whole share. Notice of any adjustment shall be given by the Company to each Optionee whose Options shall have been so adjusted and such adjustment (whether or not notice is given) shall be effective and binding for all purposes of the Plan.
In the event of a complete liquidation of the Company or a merger, reorganization, or consolidation of the Company with any other corporation in which the company is not the surviving corporation, or the Company becomes a wholly-owned subsidiary of another corporation, any unvested Options granted under the Plan shall be deemed to be immediately vested and the Optionee shall have the right to exercise such Option in whole or in part without regard to any installment exercise provisions in the Option agreement.
Modification, Extension and Renewal of Options:
Subject to the terms and conditions and within the limitations of the Plan, the Plan Administrator may modify, extend or renew outstanding options granted under the Plan and accept the surrender of outstanding Options (to the extent not theretofore exercised). The Plan Administrator shall not, however, without the approval of the Board, modify any outstanding Incentive Stock Option in any manner that would cause the Option not to qualify as an Incentive Stock Option within the meaning of Section 422 of the Code. Notwithstanding the foregoing, no modification of an Option shall, without the consent of the Optionee, alter or impair any rights of the Optionee under the Option.
Other Provisions:
Each Option may contain such other terms, provisions, and conditions not inconsistent with the Plan as may be determined by the Plan Administrator.
IN WITNESS WHEREOF, the Company has caused this option to be executed under its corporate seal by its duly authorized officer. This option shall take effect immediately.
MYRIAD INTERACTIVE MEDIA, INC.
Dated: 29th day of July, 2011
Signature: /s/ Derek Ivany
Title: CEO
PARTICIPANT'S ACCEPTANCE
Dated: 29th day of July, 2011
The undersigned hereby accepts the foregoing option and agrees to the terms and conditions thereof.
PARTICIPANT:
/s/ Leandro Dumlao Signature
Leandro Dumlao Print Name
MYRIAD INTERACTIVE MEDIA, INC.
STOCK OPTION AGREEMENT GRANTED UNDER THE 2007 STOCK OPTION PLAN
This Stock Option Agreement (the “Agreement”) evidences the grant by Myriad Interactive Media, Inc., a Delaware corporation (the “Company”), on July 29, 2011, (the “Grant Date”) to Hercules Galang, (the “Optionee”), of an option to purchase, in whole or in part, on the terms provided herein and in the Company’s 2007 Stock Option Plan (the “Plan”), a total of 1,500,000 shares (the “Shares”) of common stock, $0.001 par value per share of the Company’s Common Stock at $0.10 per Share. Unless earlier terminated, this option shall expire on July 29, 2013 (the “Final Exercise Date”).
It is intended that the option evidenced by this agreement shall, to the extent it so qualifies, be an incentive stock option as defined in Section 422 of the Internal Revenue Code of 1986, as amended and any regulations promulgated there under (the "Code"). To the extent that the option does not on the date of grant, or hereafter ceases to, qualify as an incentive stock option, it shall be a non-qualified stock option. Except as otherwise indicated by the context, the term "Participant", as used in this option, shall be deemed to include any person who acquires the right to exercise this option validly under its terms.
Vesting Schedule:
Subject to the terms and conditions set forth in this Agreement, this option will become exercisable (“vest”) immediately upon the signing of the Agreement by the Company and Hercules Galang.
Notice and Payment:
Any exercisable portion of this Stock Option may be exercised only by:
(a) delivery of a written notice to the Company prior to the time when such Stock Option becomes un-exercisable herein, stating the number of shares being purchased and complying with all applicable rules established by the Plan Administrator;
(b) payment in full of the exercise price of such Option by, as applicable by delivery of: (i) cash or check for an amount equal to the aggregate Stock Option exercise price for the number of shares being purchased,
(ii) in the discretion of the Plan Administrator, upon such terms as the Plan Administrator shall approve, a copy of instructions to a broker directing such broker to sell the Common Stock for which such Option is exercised, and to remit to the Company the aggregate exercise price of such Stock Option (a “cashless exercise”), or
(iii) at the discretion of the Plan Administrator, upon such terms as the Plan Administrator shall approve, shares of the Company’s Common Stock owned by the Optionee, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate purchase price of the shares with respect to which such Stock Option or portion is thereby exercised (a “stock-for-stock exercise”);
(c) payment of the amount of tax required to be withheld (if any) by the
Company, or any parent or subsidiary corporation as a result of the exercise of a Stock Option. At the discretion of the Plan Administrator, upon such terms as the Plan Administrator shall approve, the Optionee may pay all or a portion of the tax withholding by:
(i) cash or check payable to the Company,
(ii) a cashless exercise,
(iii) a stock-for-stock exercise, or
(iv) a combination of one or more of the foregoing payment methods; and
(d) delivery of a written notice to the Company requesting that the Company direct the transfer agent to issue to the Optionee (or his designee) a certificate for the number of shares of Common Stock for which the Option was exercised or, in the case of a cashless exercise, for any shares that were not sold in the cashless exercise. Notwithstanding the foregoing, the Company, in its sole discretion, may extend and maintain, or manage for the extension and maintenance of credit to any Optionee to finance the Optionee’s purchase of shares pursuant to the exercise of any Stock Option, on such terms as may be approved by the Plan Administrator, subject to applicable regulations of the Federal Reserve Board and any other laws or regulations in effect at the time such credit is extended.
Terms of Option:
No Option shall be exercisable after the expiration of the earliest of:
(a) two years after the date the Option is granted,
(b) three months after the date the Optionee’s employment with the Company and its subsidiaries terminates, or a Non-Employee Director or Consultant ceases to provide services to the Company, if such termination or cessation is for any reason other than Disability or death,
(c) one year after the date the Optionee’s employment with the Company, and its subsidiaries, terminates, or a Non-Employee Director or Consultant ceases to provide services to the Company, if such termination or cessation is a result of death or Disability; provided, however, that the Option agreement for any Option may provide for shorter periods in each of the foregoing instances. In the case of an Incentive Stock Option granted to an employee who owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company, or any of its parent or subsidiary corporations, the term set forth in (a) above shall not be more than five years after the date the Option is granted.
Exercise of an Option:
No Option shall be exercisable during the lifetime of the Optionee by any person other than the Optionee. Subject to the foregoing, the Plan Administrator shall have the power to set the time or times within which each Option shall be exercisable and to accelerate the time or times of exercise. To the extent that an Optionee has the right to exercise an Option and purchase shares pursuant hereto, the Option may be exercised from time to time by written notice to the Company, stating the number of shares being purchased and accompanied by payment in full of the exercise price for such shares.
No Transfer of Option:
No Option shall be transferable by an Optionee otherwise than by will or the laws of descent and distribution.
Restriction on Issuance of Shares:
The issuance of Options and shares shall be subject to compliance with all of the applicable requirements of law with respect to the issuance and sale of securities, including, without limitation, any required qualification under state securities laws.
Investment Representation:
Any Optionee may be required, as a condition of issuance of shares covered by his or her Option, to represent that the shares be acquired pursuant to exercise will be acquired for investment and without a view toward distribution thereof, and in such case, the Company may place a legend on the share certificate(s) evidencing the fact that they were acquired for investment and cannot be sold or transferred unless registered under the Securities Act of 1933, as amended, or unless counsel for the Company is satisfied that the circumstances of the proposed transfer do not require such registration.
Rights as a Shareholder or Employee:
An Optionee or transferee of an Option shall have no right as a stockholder of the Company with respect to any shares covered by an Option until the date of the issuance of a share certificate for such shares. No adjustment shall be made for dividends (ordinary or extraordinary, whether cash, securities, or other property), or distributions or other rights for which the record date is prior to the date such share certificate is issued, except as provided in paragraph (m) below. Nothing in the Plan or in any Option agreement shall confer upon any employee any right to continue in the employ of the Company or any of its subsidiaries or interfere in any way with any right of the Company or any subsidiary to terminate the Optionee’s employment at any time.
No Fractional Shares:
In no event shall the Company be required to issue fractional shares upon the exercise of an Option.
Exercise in the Event of Death:
In the event of the death of the Optionee, any Option or unexercised portion thereof granted to the Optionee, to the extent exercisable by him or her on the date of death, may be exercised by the Optionee’s personal representatives, heirs, or legatees subject to the provisions of paragraph (d) above.
Recapitalization or Reorganization of the Company:
Except as otherwise provided herein, appropriate and proportionate adjustments shall be made:
(1) in the number and class of shares subject to the Plan,
(2) to the Option rights granted under the Plan, and
(3) in the exercise price of such Option rights, in the event that the number of shares of common Stock of the Company are increased or decreased as a result of a stock dividend (but only on Common Stock), stock split, reverse stock split, recapitalization, reorganization, merger, consolidation, separation, or like change in the corporate or capital structure of the Company. In the event there shall be any other change in the number or kind of the outstanding shares of Common Stock of the Company, or any stock or other securities into which such common stock shall have been changed, or for which it shall have been exchanged, whether by reason of a complete liquidation of the Company or a merger, reorganization, or consolidation with any other corporation in which the Company is not the surviving corporation, or the Company becomes a wholly-owned subsidiary of another corporation, then if the Plan Administrator shall, in its sole discretion, determine that such change equitably requires an adjustment to shares of Common Stock currently subject to Options under the Plan, or to prices or terms of outstanding Options, such adjustment shall be made in accordance with such determination.
To the extent that the foregoing adjustments relate to stock or securities of the Company, such adjustment shall be made by the Plan Administrator, the determination of which in that respect shall be final, binding, and conclusive. No right to purchase fractional shares shall result from any adjustment of Options pursuant to this Section. In case of any such adjustment, the shares subject to the Option shall be rounded down to the nearest whole share. Notice of any adjustment shall be given by the Company to each Optionee whose Options shall have been so adjusted and such adjustment (whether or not notice is given) shall be effective and binding for all purposes of the Plan.
In the event of a complete liquidation of the Company or a merger, reorganization, or consolidation of the Company with any other corporation in which the company is not the surviving corporation, or the Company becomes a wholly-owned subsidiary of another corporation, any unvested Options granted under the Plan shall be deemed to be immediately vested and the Optionee shall have the right to exercise such Option in whole or in part without regard to any installment exercise provisions in the Option agreement.
Modification, Extension and Renewal of Options:
Subject to the terms and conditions and within the limitations of the Plan, the Plan Administrator may modify, extend or renew outstanding options granted under the Plan and accept the surrender of outstanding Options (to the extent not theretofore exercised). The Plan Administrator shall not, however, without the approval of the Board, modify any outstanding Incentive Stock Option in any manner that would cause the Option not to qualify as an Incentive Stock Option within the meaning of Section 422 of the Code. Notwithstanding the foregoing, no modification of an Option shall, without the consent of the Optionee, alter or impair any rights of the Optionee under the Option.
Other Provisions:
Each Option may contain such other terms, provisions, and conditions not inconsistent with the Plan as may be determined by the Plan Administrator.
IN WITNESS WHEREOF, the Company has caused this option to be executed under its corporate seal by its duly authorized officer. This option shall take effect immediately.
MYRIAD INTERACTIVE MEDIA, INC.
Dated: 29th day of July, 2011
Signature: /s/ Derek Ivany
Title: CEO
PARTICIPANT'S ACCEPTANCE
Dated: 29th day of July, 2011
The undersigned hereby accepts the foregoing option and agrees to the terms and conditions thereof.
PARTICIPANT:
/s/ Hercules Galang Signature
Hercules Galang Print Name
Silberstein Ungar, PLLC CPAs and Business Advisors Phone (248) 203-0080 Fax (248) 281-0940 30600 Telegraph Road, Suite 2175 Bingham Farms, MI 48025-4586 www.sucpas.com
October 25, 2011
To the Board of Directors of Myriad Interactive Media, Inc. Toronto, Ontario, Canada
To Whom It May Concern:
Consent of Independent Registered Public Accounting Firm
Silberstein Ungar, PLLC, hereby consents to the use in the hereby consents to the use in the Form 10-K, Annual Report Pursuant to Section 13 or 15(d) of the Securities Act of 1934, filed by Myriad Interactive Media, Inc. (formerly known as Ivany Nguyen, Inc.) of our report dated October 24, 2011, relating to the financial statements of Myriad Interactive Media, Inc., a Delaware Corporation, as of and for the years ending June 30, 2011 and 2010 and for the period from inception to June 30, 2011.
Sincerely,
/s/ Silberstein Ungar, PLLC
Silberstein Ungar, PLLC CERTIFICATIONS
I, Derek Ivany, certify that;
CERTIFICATIONS
I, Derek Ivany, certify that;
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the annual Report of Myriad Interactive Media, Inc. (the “Company”) on Form 10-K for the year ended June 30, 2011 filed with the Securities and Exchange Commission (the “Report”), I, Derek Ivany, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the consolidated financial condition of the Company as of the dates presented and the consolidated result of operations of the Company for the periods presented.
This certification has been furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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