-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NQkP4E/IPNPftTCE6t0ytBC6YBzqTO3yPjUqZzqCfae5LjBUJ0oaj3DMPkZLKGut vmJQ7t6usQ9Bb10aRRhETA== 0001108017-07-000349.txt : 20070515 0001108017-07-000349.hdr.sgml : 20070515 20070515145736 ACCESSION NUMBER: 0001108017-07-000349 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20070331 FILED AS OF DATE: 20070515 DATE AS OF CHANGE: 20070515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Global Music International, Inc. CENTRAL INDEX KEY: 0001308841 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 201354562 STATE OF INCORPORATION: FL FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 333-120908 FILM NUMBER: 07852246 BUSINESS ADDRESS: STREET 1: 30 GRASSY PLAIN STREET STREET 2: SUITE 7 CITY: BETHEL STATE: CT ZIP: 06801 BUSINESS PHONE: 203 730-0888 MAIL ADDRESS: STREET 1: 30 GRASSY PLAIN STREET STREET 2: SUITE 7 CITY: BETHEL STATE: CT ZIP: 06801 10QSB 1 globalmusic10q.htm GLOBALMUSIC10QSB GlobalMusic10QSB
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 10-QSB



[X] Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934.
            For the quarterly period ended: March 31, 2007

[ ] Transition Report under Section 13 or 15(d) of the Securities Exchange Act of 1934.
            For the transition period from: _______ to _______
 
Commission file number: 333-120908

GLOBAL MUSIC INTERNATIONAL, INC.
(Exact name of small business issuer as specified in its charter)

Florida
20-1354562
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer I.D. Number)

30 Grassy Plain Street, Suite 7, Bethel, Connecticut 06801
(Address of principal executive offices)

(203) 730-0888
(Issuer’s telephone number)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).   YES [_] NO [X]

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of May 14, 2007, there were 22,184,500 shares of our common stock outstanding.

Transitional Small Business Disclosure Format. YES [ ] NO [X]
 

-1-


INDEX
   
 
Page No.
   
PART 1. FINANCIAL INFORMATION
 
   
Item 1. Financial Statements 
3
   
Condensed Balance Sheet, March 31, 2007 (unaudited) and June 30, 2006 (audited) 
3
   
Condensed Statements of Operations, for the three and nine month periods ended
 
March 31, 2007 and 2006 and Cumulative from Inception (July 1, 2004) to
 
March 31, 2007 (unaudited) 
4
   
Condensed Statement of Changes in Stockholders’ Deficiency, Cumulative from
 
Inception (July 1, 2004) to March 31, 2007 (unaudited) 
5
   
Condensed Statements of Cash Flows, for the nine month periods ended
 
March 31, 2007 and 2006 and Cumulative from Inception (July 1, 2004) to
 
March 31, 2007 (unaudited) 
6
   
Notes to Condensed Financial Statements (unaudited) 
7
   
Item 2. Management’s Discussion and Analysis or Plan of Operation  
12
   
Item 3. Controls and Procedures 
12
   
PART II. OTHER INFORMATION
 
   
Item 1. Legal Proceedings 
13
   
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 
13
   
Item 3. Defaults Upon Senior Securities 
13
   
Item 4. Submission of Matters to a Vote of Security Holders 
13
   
Item 5. Other Information 
13
   
Item 6. Exhibits   
13

-2-

 
PART 1.
FINANCIAL INFORMATION
           
                 
 
Item 1.
Financial Statements
           
                     
GLOBAL MUSIC INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED BALANCE SHEETS
 
ASSETS
 
            
   
March 31, 2007
 
 June 30, 2006
 
   
(unaudited)
 
 (audited)
 
Cash
 
$
4,953
 
$
5,222
 
Accounts Receivable
   
22,409
   
19,935
 
Prepaid License Fees
   
50,000
   
3,408
 
Other Current Assets
   
5,100
   
2,600
 
Total Current Assets
   
82,462
   
31,165
 
               
Property and Equipment, net
   
30,691
   
59,912
 
TOTAL ASSETS
 
$
113,153
 
$
91,077
 
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
               
LIABILITIES
             
Accounts Payable
 
$
17,000
 
$
27,341
 
Accrued Expenses
   
8,001
   
6,261
 
Accrued Executive Wages
   
87,500
   
-
 
Convertible Debt
   
1,932,306
   
1,404,743
 
Total Current Liabilities
   
2,044,807
   
1,438,345
 
             
STOCKHOLDERS' DEFICIENCY
             
Common Stock, $.0001 par value,
             
40,000,000 shares authorized, 22,147,000
         
and 22,117,000 shares issued and outstanding
   
2,215
   
2,212
 
Common Stock To Be Issued
   
50,625
   
60,000
 
Additional Paid-In Capital
   
2,584,767
   
1,099,069
 
Unearned Compensation
   
(13,333
)
 
(196,833
)
Deficit Accumulated During the Development Stage
   
(4,555,928
)
 
(2,311,716
)
Total Stockholders' Deficiency
   
(1,931,654
)
 
(1,347,268
)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY
 
$
113,153
 
$
91,077
 
               
The accompanying notes are an integral part of these condensed financial statements

-3-

GLOBAL MUSIC INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
 
                   
Cumulative From Inception
 
   
Three Month Period Ended
 
Nine Month Period Ended
 
(July 1, 2004) To
 
   
March 31, 2007
 
March 31, 2006
 
March 31, 2007
 
March 31, 2006
 
March 31, 2007
 
                       
Revenues
 
$
21,000
 
$
9,547
 
$
71,794
 
$
9,547
 
$
126,526
 
                                 
                                 
Operating expenses
                               
Consulting and Professional Fees Expense
   
21,500
   
135,700
   
208,500
   
294,424
   
670,491
 
Compensation and Benefits Expense
   
910,870
   
-
   
910,870
   
-
   
910,870
 
General and Administrative Expenses
   
107,936
   
51,006
   
266,936
   
130,312
   
544,965
 
License Fees
   
100,000
   
-
   
150,000
   
-
   
150,000
 
Interest Expense
   
706,901
   
16,742
   
741,130
   
50,972
   
894,204
 
Depreciation Expense
   
12,857
   
11,670
   
38,570
   
34,748
   
125,924
 
     
1,860,064
   
215,118
   
2,316,006
   
510,456
   
3,296,454
 
                                 
 Loss Before Provision For Income Taxes
   
(1,839,064
)
 
(205,571
)
 
(2,244,212
)
 
(500,909
)
 
(3,169,928
)
Provision For Income Taxes
   
-
   
-
   
-
   
-
   
500
 
 Net Loss
 
$
(1,839,064
)
$
(205,571
)
$
(2,244,212
)
$
(500,909
)
$
(3,170,428
)
                                 
Basic Net Loss Per Common Share
 
$
(0.08
)
$
(0.01
)
$
(0.10
)
$
(0.02
)
     
                                 
Weighted Average Basic Common Shares Outstanding
   
22,150,709
   
22,088,000
   
22,139,119
   
22,117,000
       
                                 
The accompanying notes are an integral part of these condensed financial statements

-4-

GLOBAL MUSIC INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY
CUMULATIVE FROM INCEPTION (JULY 1, 2004) TO MARCH 31, 2007 (UNAUDITED)
 
                               
Deficit Accumulated
 
Total
 
   
Common Stock
 
Common Stock to be Issued
 
Additional
 
 Unearned
 
During the
 
Stockholders'
 
   
Shares
 
Value
 
Shares
 
Value
 
Paid-in Capital
 
 Compensation
 
Development Stage
 
Deficiency
 
                                         
Common Stock
                                                 
Issued in connection with:
                                                 
                                                   
Incorporation (July 1, 2004)
   
20,350,000
 
$
2,035
   
-
 
$
-
 
$
-
 
$
-
 
$
-
 
$
2,035
 
                                                   
Private placements
   
1,507,000
   
151
   
-
   
-
   
589,995
   
-
   
-
   
590,146
 
                                                   
Consulting Services & Officers' Compensation
   
290,000
   
29
   
-
   
-
   
569,071
   
(569,100
)
 
-
   
-
 
                                                   
Amortization of Unearned Compensation
   
-
   
-
   
-
   
-
   
-
   
555,767
   
-
   
555,767
 
                                                   
Common Stock to be Issued
                                                 
in connection with Consulting Services
   
-
   
-
   
37,500
   
50,625
   
(50,625
)
 
-
   
-
   
-
 
                                                   
Stock based compensation in connection with
                                 
consulting services
   
-
   
-
   
-
   
-
   
12,656
   
-
   
-
   
12,656
 
                                                   
Issuance of Stock Options for Employee Compensation
   
-
   
-
   
-
   
-
   
790,870
   
-
   
-
   
790,870
 
                                                   
Beneficial Conversion Feature Associated with
                                                 
Convertible Debt
   
-
   
-
   
-
   
-
   
672,800
   
-
   
-
   
672,800
 
                                                   
Dividend
   
-
   
-
   
-
   
-
   
-
   
-
   
(1,385,500
)
 
(1,385,500
)
                                                   
Net loss
   
-
   
-
   
-
   
-
   
-
   
-
   
(3,170,428
)
 
(3,170,428
)
                                                   
Balance, March 31, 2007
   
22,147,000
 
$
2,215
   
37,500
 
$
50,625
 
$
2,584,767
 
$
(13,333
)
$
(4,555,928
)
$
(1,931,654
)
                                                   
The accompanying notes are an integral part of these condensed financial statements

-5-

GLOBAL MUSIC INTERNATIONAL, INC.
   
(A DEVELOPMENT STAGE COMPANY)
   
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
   
 
           
Cumulative From
 
           
Inception (July 1, 2004)
 
   
Nine Month Period Ended
 
To
 
   
March 31, 2007
 
March 31, 2006
 
March 31, 2007
 
CASH FLOWS FROM OPERATING ACTIVITIES:
                   
Net loss
 
$
(2,244,212
)
$
(500,909
)
$
(3,170,428
)
Adjustments to reconcile net loss to net cash
                   
used in operating activities:
                   
 Depreciation expense
   
38,570
   
34,748
   
125,924
 
Compensation expense pursuant to common stock
                 
 issued to founders at time of incorporation
   
-
   
-
   
2,035
 
Consulting and compensation expense pursuant to common
                   
 stock issued in exchange for services received
   
196,156
   
229,700
   
568,423
 
 Compensation expense pursuant to issuance of stock options
   
790,870
   
-
   
790,870
 
 Amortization of debt discount to interest expense
   
672,800
   
-
   
672,800
 
Changes in assets and liabilities:
                   
 (Increase) decrease in:
                   
 Accounts Receivable
   
(2,474
)
 
-
   
(22,409
)
 Prepaid License Fees
   
(46,592
)
 
-
   
(50,000
)
 Other Current Assets
   
(2,500
)
 
(7,513
)
 
(5,100
)
 Increase (decrease) in:
                   
 Accounts Payable
   
(10,341
)
 
(4,239
)
 
17,000
 
 Accrued Expenses
   
1,740
   
6,500
   
8,001
 
 Accrued Interest
   
68,340
   
50,972
   
221,403
 
 Accrued Executive Wages
   
87,500
   
-
   
87,500
 
Net cash used in operating activities
   
(450,143
)
 
(190,741
)
 
(753,981
)
CASH FLOWS FROM INVESTING ACTIVITIES:
                   
Purchases of Property and Equipment
   
(9,349
)
 
(7,809
)
 
(42,115
)
Net cash used in investing activities
   
(9,349
)
 
(7,809
)
 
(42,115
)
CASH FLOWS FROM FINANCING ACTIVITIES:
                   
Proceeds from Convertible Debt
   
476,000
   
100,000
   
596,000
 
Repayments of Convertible Debt
   
(16,777
)
 
-
   
(385,097
)
Proceeds from Private Placement Offering, net
   
-
   
-
   
590,146
 
                     
Net cash provided by financing activities
   
459,223
   
100,000
   
801,049
 
Increase (decrease) in cash
   
(269
)
 
(98,550
)
 
4,953
 
Cash, beginning of period
   
5,222
   
117,058
   
-
 
Cash, end of period
 
$
4,953
 
$
18,508
 
$
4,953
 
                     
Supplemental disclosures of cash flow information:
                   
 Non-cash investing and financing activities
                   
 Note payable recorded in connection with purchase of
                   
 equipment and recognition of dividend to officer / director
 
$
-
 
$
-
 
$
1,500,000
 
 Unearned Compensation issued in connection with common
                   
 stock issued in exchange for services to be rendered
 
$
50,625
 
$
335,500
 
$
619,725
 
The accompanying notes are an integral part of these condensed financial statements

-6-


GLOBAL MUSIC INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. Certain information and footnote disclosures normally included in the Company’s annual financial statements have been condensed or omitted. In the Company’s opinion, the unaudited interim financial statements and accompanying notes reflect all adjustments, consisting of normal and recurring adjustments that are necessary for a fair presentation of its financial position and operating results as of and for the interim periods ended March 31, 2007 and 2006 and cumulative from inception (July 1, 2004) to March 31, 2007.

The results of operations for the interim periods are not necessarily indicative of the results to be expected for the entire fiscal year. This Form 10-QSB should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Form 10-KSB as of and for the year ended June 30, 2006 and for the period commencing from inception (July 1, 2004) through June 30, 2006.


NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS

Global Music International, Inc. (A Development Stage Company) (the “Company”), doing business as Independent Music Network and IMNTV operates in certain geographic segments (the United States and China) of the global cellular entertainment industry for the broadcast of music videos, ring tones and ringback tones on major telecom networks. The Company also operates a website www.IMNTV.com which only broadcasts its’ own independent music videos from around the world, 24/7.

DEVELOPMENT STAGE COMPANY

The Company was incorporated in the State of Florida on July 1, 2004 (inception). Operations from the Company’s inception through March 31, 2007 have been devoted primarily to strategic planning, development of music and video content, raising capital and developing revenue-generating opportunities.
 
USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates.

REVENUE RECOGNITION

The Company’s licensing agreements provide for the Company to receive a stated percentage of subscriber revenue after a deduction for carrier charges (“royalties”). For those arrangements where royalties are determinable, the Company recognizes revenue based on estimates of royalties earned during the applicable period and adjusts for differences between the estimated and actual royalties when they become known. For those arrangements in which royalties are not determinable, the Company recognizes revenue upon receipt of royalty statements from the licensee.

-7-

GLOBAL MUSIC INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Continued)

STOCK BASED COMPENSATION

For equity issued to acquire goods or services from non-employees, the Company applies Statement of Financial Accounting Standards (“SFAS”) No. 123R, “Share-Based Payment”, which requires the recognition of expense based on the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more readily measurable. The Company also applies this standard for stock options issued to employees, which requires the recognition of expense based on the fair values of the equity instruments issued.

NET LOSS PER COMMON SHARE

The Company presents “basic” earnings (loss) per share and, if applicable, “diluted” earnings per share pursuant to the provisions of SFAS No. 128, Earnings per Share. Basic earnings (loss) per share is calculated by dividing net income or loss by the weighted average number of common shares outstanding during each period. The common stock equivalents for the Company’s convertible debt and employee stock options were not included in the computation of dilutive loss per share because to do so would be anti-dilutive.

RECENT ACCOUNTING PRONOUNCEMENTS

The Company plans to adopt the provisions of FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes-an interpretation of FASB Statement No. 9” (“FIN No. 48”) in the first quarter of the fiscal year ended June 30, 2008. FIN No. 48 requires that the impact of tax positions be recognized in the financial statements if they are more likely than not of being sustained upon examination, based on the technical merits of the position. As discussed in the financial statements in the 2006 Form 10-KSB, the Company has a valuation allowance against the full amount of its net deferred tax assets. The Company currently provides a valuation allowance against deferred tax assets when it is more likely than not, that some portion, or all of its deferred tax assets, will not be realized. The impact to the Company as a result of adopting FIN No. 48 has not yet been determined.
 
NOTE 3 - CONTROL

As of March 31, 2007, the former President/CEO, and director (now the Treasurer and director) has been issued, in the aggregate, 74.3% of the Company’s common stock and options and, therefore, may have the effective power to elect all members of the board of directors and to control the vote on substantially all other matters, without the approval of other stockholders.

-8-


GLOBAL MUSIC INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)


NOTE 4 - UNEARNED COMPENSATION

The Company has issued 290,000 shares of restricted common stock to four nonemployees and the Company’s Chief Technology Officer for future services to be rendered through June 20, 2007. The shares granted were valued at the estimated fair value of the services rendered or the estimated value of the shares issued, whichever was more reliable. The Company recorded $569,100 of unearned compensation in connection with these contracts. The Company amortized $15,000 of unearned compensation for the three month period ended March 31, 2007 and $183,500 for the nine month period ended March 31, 2007. Cumulative amortization of unearned compensation totaled $555,767 for the period from inception (July 1, 2004) through March 31, 2007.

On January 1, 2007, the Company allocated 37,500 shares of restricted common stock to be issued to two nonemployees for future services to be rendered through December 31, 2007. The shares to be issued were valued at the estimated fair value of the services to be rendered or the estimated value of the shares to be issued, whichever was more reliable. During the quarter ended March 31, 2007 the Company recorded a reduction of additional paid in capital in the amount of $ 50,625 relating to the value of these shares to be issued. The Company plans to offset this reduction to paid in capital by amortizing the $50,625 over the term of the service period to consulting expense. During the quarter ended March 31, 2007, the Company amortized $12,650.

NOTE 5 - CONVERTIBLE DEBT

In February, 2007, the Company’s Board of Directors voted to provide an irrevocable option to convert any and all of the outstanding amount of principal and accrued interest on the working capital advances and note payable to Treasurer/Director above into shares of the Company’s common stock at a conversion price of $1 per share. Each of the term loans also have a provision that allows the holder to convert the principal and unpaid accrued interest into shares of the Company’s common stock at a conversion price of $1 per share.

The following is a summary of convertible debt at March 31, 2007 and June 30, 2006:

   
March 31, 2007
 
June 30, 2006
 
Unsecured working capital advances from Treasurer/Director, due on demand, with interest at 6%
 
$
389,223
 
$
120,000
 
               
Note payable to Treasurer/Director, secured by substantially all of the assets of the Company, due on demand, with interest at 6%
   
1,131,680
   
1,131,680
 
               
Term loans payable, due from May 30, 2007 through December 30, 2007, with interest ranging from 6 - 9%
   
190,000
   
-
 
               
     
1,710,903
   
1,251,680
 
               
Accrued interest on above arrangements
   
221,403
   
153,063
 
   
$
1,932,306
 
$
1,404,743
 

WORKING CAPITAL ADVANCES

The former President/CEO and director (now the Treasurer and director) has provided various short-term working capital advances from inception (July 1, 2004) through March 31, 2007. During the nine month period ended March 31, 2007 the amount of officer/director advances totaled $269,223. Accrued interest on these advances as of March 31, 2007 is $15,185 .
-9-

 
GLOBAL MUSIC INTERNATION, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

NOTE 5- CONVERTIBLE DEBT (CONTINUED)

NOTE PAYABLE
 
The note payable to Treasurer/Director represents amounts due to the Company’s founder, who is also the Treasurer/Director of the Company. Accrued interest on this note totaled $204,045 and $153,063 at March 31, 2007 and June 30, 2006, respectively.

TERM LOANS PAYABLE

During the quarter ended March 31, 2007, the Company borrowed funds under three term loan agreements. The first agreement was for $25,000 at 9% interest and is due and payable December 30, 2007. The second agreement was for $100,000 at 6% interest and is due and payable on May 30, 2007. The third agreement was for $65,000 at 9% interest and is due and payable on June 20, 2007. Accrued interest on these term loans totaled $2,173 at March 31, 2007.
 
CONVERSION FEATURE
 
The Company accounted for the convertible debt in accordance with the provisions of Emerging Issues Task Force Issue (“EITF”) 98-5 “Accounting for Convertible Securities with Beneficial Conversion Features,” (“EITF 98-5”) and EITF 00-27 “Application of EITF 98-5 to Certain Convertible Instruments,”. Since all of the above debt is immediately convertible, the Company recorded an interest charge of $672,800 which represents the intrinsic value of such conversion options based upon the differences between the fair value of the underlying common stock at the commitment date and the effective conversion price embedded in the debt.
 
NOTE 6 - STOCK OPTIONS
 
During the quarter ended March 31, 2007, the Company‘s Board of Directors approved the grant of 1,000,000 stock options to one of its executive officers. The options vested on the grant date, have an exercise price of $1.00 per share and expire 5 years from the grant date. The fair value of the stock options was estimated at the date of grant using the Black-Scholes option - pricing model with the following assumptions: risk-free interest rate of 4.57%; no dividend yield; volatility factor of 81%; and an expiration period of 5 years. The Company’s stock option compensation expense determined under the fair value based method totaled $790,870 and is included in compensation and benefits expense in the statement of operations for the three month period ended March 31, 2007 and for the period from inception (July 1, 2004) through March 31, 2007.
 
NOTE 7 - OPERATING LEASES

On November 1, 2005, the Company entered into an operating lease for the rental of the Company’s office space. On November 1, 2006 the lease was extended for one year at $1,135 per month. Rent expense incurred under the operating lease totaled $3,405 for the three months ended March 31, 2007 and $9,815 for the nine months ended March 31, 2007 and $18,095 for the period from inception (July 1, 2004) through March 31, 2007.

On July 15, 2006, the Company entered into an operating lease for the rental of office space in China. The lease runs for 12 months at $1,875 per month. Rent expense incurred under the operating lease totaled $5,625 for the three months ended March 31, 2007 and $16,875 for the nine months ended March 31, 2007 and for the period from inception (July 1, 2004) through March 31, 2007.
 
-10-

GLOBAL MUSIC INTERNATIONAL, INC
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS CONTINUED
(UNAUDITED)
 
NOTE 8 - AGREEMENTS

On October 26, 2006 the Company entered into a Music Video Reproduction and Exhibition Agreement (the” Agreement”) with Sony BMG Music Entertainment. The Agreement will provide music content to the Company for distribution through its operating contracts already in place in both the United States (“U.S.”) and China. Access to the music content is dependant on the Company demonstrating specific technical and security capabilities, which have been demonstrated for the China portion of the Agreement. The Agreement is for a one year period and required a $50,000 non-refundable advance in connection with the China portion of the Agreement, and a $50,000 refundable advance for the U.S. portion of the Agreement, both of which were paid in November 2006. Since the advance in connection with the U.S. portion of the Agreement is refundable, it has been reflected as a prepaid expense as of March 31, 2007. The Agreement also requires that, upon meeting specific conditions, a content preparation and delivery fee of $100,000 be paid for each of the China and U.S. portions of the Agreement. As of March 31, 2007 these conditions have been met for the China portion of the Agreement and accordingly $100,000 has been paid and expensed by the Company during the three months ended March 31, 2007. The Agreement also requires, that upon content distribution, a minimum monthly service fee will be payable for the remaining term of the Agreement for both the U.S. and China. As of March 31, 2007, the content distribution had not yet begun
 
NOTE 9 - GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As shown in the accompanying financial statements, the Company has a working capital deficiency of $1,962,345 as of March 31, 2007, has earned minimal revenues, and has incurred a net loss from its inception (July 1, 2004) through March 31, 2007 totaling $3,170,428. In addition, the note payable to officer/director is due on demand. If the officer/director were to call the note, the Company would be unable to meet the obligation. Further, no assurance can be given that the Company will maintain its cost structure as presently contemplated, raise additional capital on satisfactory terms, or that the distribution agreements that the Company has entered into will generate sufficient revenue to sustain operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The Company intends to improve the content and quality of its programming, expand the size and number of markets in which the programming content is available, enter into agreements with wireless telecommunication companies on a subscription basis and, if needed, raise additional capital sufficient to continue operations.
 
-11-

Item 2.  Management's Discussion and Analysis or Plan of Operation

The following discussion of our financial condition and results of our operations should be read in conjunction with the financial statements and notes thereto as of and for the three and nine months ended March 31, 2007. This document contains certain forward-looking statements including, among others, anticipated trends in our financial condition and results of operations and our business strategy. These forward-looking statements are based largely on our current expectations and are subject to a number of risks and uncertainties. Actual results could differ materially from these forward-looking statements. Important factors to consider in evaluating such forward-looking statements include (i) changes in external factors or in our internal budgeting process which might impact trends in our results of operations; (ii) unanticipated working capital or other cash requirements; (iii) changes in our business strategy or an inability to execute our strategy due to unanticipated changes in the industries in which we operate; and (iv) various competitive market factors that may prevent us from competing successfully in the marketplace.

Our Business
 
Global Music International, Inc. (the “Company” or “Global”), a Florida corporation doing business as Independent Music Network, was formed on July 1, 2004 and operates in certain segments of the global cellular entertainment industry for the broadcast of music videos, ring tones and ringback tones on major telecom networks. The Company also operates a website www.IMNTV.com, which only broadcasts its’ own independent music videos from around the world, 24/7

Plan of Operation

Our plan of operation for the next twelve month period is to continue to negotiate with cellular platform providers and telecommunication companies to reach agreements to air our music video content and to continue to negotiate with major international music labels for additional content to be broadcast on China Unicom’s cellular network.

On May 11, 2006, the Company signed a Partnership Agreement with China Unicom Newspace, Ltd. (“Newspace”) for joint development of China Unicom’s wireless music services and broadcast of its music video content throughout China Unicom’s cellular network. This will enable wireless digital music consumption, take advantage of the “anytime, anywhere” nature of the mobile network and help create a large new market for the benefit of consumers and the music industry. Newspace is a wholly owned subsidiary of China Unicom and is responsible for the operation of China Unicom’s Wireless Music services and market activities. China Unicom currently has over 145 million mobile subscribers and is ranked the third largest mobile carrier worldwide. The mobile digital music platform developed by China Unicom for both GSM and CDMA networks can support a variety of music services such as ring tone download, ring back tones, IVR, song dedications and on-demand music video. As part of this Partnership Agreement, the Company has also entered into an agreement with YueHai Communications Information Technology, Ltd. (“YueHai”). YueHai is a service provider and has agreed to license our content for delivery on China Unicom’s mobile network in cooperation with Newspace. A final part of the arrangement between the Company, YueHai and Newspace is a Service Agreement between Newspace and YueHai. The resulting total revenue split is China Unicom (35%), Newspace (32.5%), the Company (26%) and YueHai (6.5%).

On October 26, 2006 the Company entered into a Music Video Reproduction and Exhibition Agreement with SONY BMG Music Entertainment. The agreement is for a one year period, commencing on April 4, 2007. The content licensing agreement gives the Company access to SONY BMG’s extensive library of music video and audio content, including ring tones and ring back tones, for broadcast to the Chinese mobile marketplace. With the addition of new SONY BMG content, the Company can enhance the mobile music experience to the Chinese market by adding new Chinese as well as western music videos, ring tones and ring back tones to its current collection of independent music content. Among other things, the agreement requires a $50,000 non-refundable license advance in connection with the China portion of the contract, and a $50,000 refundable advance for the U.S. portion of the contract, both of which were paid during the three months ended December 31, 2006. Since the license advance in connection with the U.S. portion of the agreement is refundable, it has been reflected as a prepaid license expense. The Agreement also requires that, upon meeting specific conditions, a content preparation and delivery fee of $100,000 be paid for each of the U.S. and China portions of the Agreement. As of March 31, 2007 these conditions have been met for the China portion of the Agreement and accordingly $100,000 has been paid and expensed by the Company in the quarter ended March 31, 2007. The Agreement further requires that a minimum monthly fee of $50,000 be paid beginning with the launch date of the service or the revenue share portion due to Sony/BMG, whichever is greater.

Effective as of March 30, 2007, the Company has decided not to renew the following contracts due to the Company’s agreement with China Unicom Newspace, a wholly owned subsidiary of China Unicom and the Company’s agreement with Sony/BMG

 
·
February 2005 agreement with RealNetworks
 
 
·
July 2005 non-exclusive content license agreement with MobileVision
 
 
·
December 2005 content license agreement with Omnistar Technologies, Ltd.
 
 
·
December 2005 non-exclusive content license agreement with Moli Entertainment Ltd.
 
Results of Operations for Period Ended March 31, 2007
 
Since the Company was formed on July 1, 2004, it has earned revenues of $126,526 and incurred a net loss since its inception of $3,170,428. Operations from the Company’s inception through March 31, 2007 have been devoted primarily to strategic planning, raising capital, developing revenue-generating opportunities and seeking to develop strategic relationships.

During the three month period ended March 31, 2007, we earned revenues of $21,000 and incurred operating expenses in the amount of $1,860,064. These operating expenses included interest expense totaling $16,734 that was accrued on the note payable to officer/director, $12,857of depreciation expense on the equipment necessary to webcast the Company’s programming, and $21,500 of consulting fees in connection with hardware and software development and maintenance and sales and managerial expertise in developing the Chinese market. In addition we expensed a $100,000 non-refundable license fee to secure a contract with a major music content provider. The Company also recorded $790,870 of compensation expense in relation to stock options issued to one of its executive officers during the quarter ended March 31, 2007 and beneficial conversion feature interest expense of $672,800 in relation to stock options issued on convertible debt during the quarter ended March 31, 2007. The remaining expenses relate primarily to professional fees incurred in connection with our corporate and Securities and Exchange Commission filings and other office and general expenses.
 
Liquidity and Capital Resources
 
To date, we have financed our operations from the proceeds of the sale of common stock offered pursuant to our private placements. We raised a total of $590,146 pursuant to Rule 504 of Regulation D of the Securities Act of 1933, as amended. Also, the President/CEO and director has provided various short-term working capital advances from inception (July 1, 2004) through March 31, 2007. The advances have an interest rate of 6% and are due upon demand. Amounts due to the officer/director at March 31, 2007 for such advances totaled $389,223. During the nine month period ended March 31, 2007 the amount of officer/director advances totaled $269,223. In addition, during the quarter ended March 31, 2007, we borrowed $190,000 in term loans from two unrelated parties.

The Company purchased various assets necessary to webcast it’s programming from the Company’s founder, who is its President/CEO and a director, in exchange for a $1,500,000 promissory note. Accrued interest on the note payable totaled $204,045 and $153,063 at March 31, 2007 and June 30, 2006, respectively. Prior to purchase, the assets were assessed for impairment and written down to fair value, which was determined to be $114,500. The fair value was determined by quoted market prices for similar assets. The difference between the fair value of the assets purchased and the note payable was recorded as a dividend totaling $1,385,500.

Item 3. Controls and Procedures
 
Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Under the supervision, and with the participation of our management, including the Principal Executive Officer and Principal Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rules 13a-15(e) and 15d-15(e) as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and the Principal Financial Officer have concluded that these disclosure controls and procedures were effective such that the material information required to be filed in our SEC reports is recorded, processed, summarized and reported within the required time periods specified in the SEC rules and forms. This conclusion was based on the fact that the business operations to date have been limited and the Principal Executive Officer and Principal Financial Officer have had complete access to all records and financial information and have availed themselves of such access to ensure full disclosure. As the Company business expands, a more definitive plan relating to maintaining effective disclosure controls will be implemented. There were no changes in our internal control over financial reporting during the quarter ended March 31, 2007 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. Potential investors should be aware that the design of any system of controls and procedures is based in part upon certain assumptions about the likelihood of future events.  There can be no assurance that any system of controls and procedures will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.
-12-


PART II - OTHER INFORMATION
 
Item 1. Legal Proceedings
 
As of the date of this Quarterly Report, neither the Company nor any of our officers or directors are involved in any litigation either as plaintiffs or defendants. As of this date, there is no threatened or pending litigation against us or any of our officers or directors.
 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 
During the three months ended March 31, 2007, there were no unregistered sales of securities.
 
Item 3. Defaults Upon Senior Securities
 
During the three months ended March 31, 2007, we were not in default on any of our indebtedness.
 
Item 4. Submission of Matters to a Vote of Security Holders
 
During the three months ended March 31, 2007, we did not submit any matters to a vote of our security holders.
 
Item 5. Other Information.
 
None
 
Item 6. Exhibits
 
(a) Index to Exhibits

 
Exhibit No. 
Description of Exhibit
31.1 
 
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002
 
31.2
 
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002
 
32.1 
 
Certification of Chief Executive Officer pursuant to Section 906
 
32.2 
 
Certification of Chief Financial Officer pursuant to Section 906
 
 
-13-

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
     
  Global Music International, Inc.
 
 
 
 
 
 
Date: May 14, 2007 By:   /s/ James Fallacaro
 
James Fallacaro
 
Chief Executive Officer,
President and Director
     
 
 
 
 
 
 
 
Date: May 14, 2007 By:   /s/ David R. Allen
 
David R. Allen
 
Principal Financial and
Accounting Officer
 
 
-14-

EX-31.1 2 ex311.htm EX-31.1
Exhibit 31.1

CERTIFICATIONS

I, James Fallacaro, certify that:

1. I have reviewed the quarterly report on Form 10-QSB for the period ended March 31, 2007 of Global Music International, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)  Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)  Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
     
   
 
 
 
 
 
 
Date: May 14, 2007 By:   /s/ James Fallacaro
 
James Fallacaro
 
CEO, President and Director
(Principal Executive Officer)
 
EX-31.2 3 ex312.htm EX-31.2 Ex-31.2
Exhibit 31.2

CERTIFICATIONS

I, David R. Allen, certify that:

1. I have reviewed the quarterly report on Form 10-QSB for the period ended March 31, 2007 of Global Music International, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)  Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)  Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
     
   
 
 
 
 
 
 
Date: May 14, 2007 By:   /s/ David R. Allen
 
David R. Allen
 
Chief Financial Officer and Director
(Principal Financial and Accounting Officer)
EX-32.1 4 ex321.htm EX-32.1 Ex-32.1
Exhibit 32.1


CERTIFICATION 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 Quarterly Report of Global Music International, Inc. (the “Company”) on Form 10-QSB for the period ending March 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James Fallacaro, Chief Executive Officer and President 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 to my knowledge:

1) The Report fully complies with the requirement of Section 13(a) or 15 (d) of the
Securities Exchange Act of 1934; and

2)  The information contained in the Report fairly presents, in all material respects, the
financial condition and result of operations of the Company as of the dates and for the
periods expressed in the Report.
     
   
 
 
 
 
 
 
Date: May 14, 2007 By:   /s/ James Fallacaro
 
James Fallacaro
 
Chief Executive Officer and President
(Principal Executive Officer)
 
EX-32.2 5 ex322.htm EX-32.2
Exhibit 32.2


CERTIFICATION 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 Quarterly Report of Global Music International, Inc. (the “Company”) on Form 10-QSB for the period ending March 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David R. Allen, Chief Financial 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 to my knowledge:

1) The Report fully complies with the requirement of Section 13(a) or 15 (d) of the
Securities Exchange Act of 1934; and

2)  The information contained in the Report fairly presents, in all material respects, the
financial condition and result of operations of the Company as of the dates and for the
periods expressed in the Report.
     
   
 
 
 
 
 
 
Date: May 14, 2007 By:   /s/ David R. Allen 
 
David R. Allen
 
Chief Financial Officer
(Principal Financial and Accounting Officer)
 
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