0001004878-11-000144.txt : 20110415
0001004878-11-000144.hdr.sgml : 20110415
20110415160101
ACCESSION NUMBER: 0001004878-11-000144
CONFORMED SUBMISSION TYPE: 10-K
PUBLIC DOCUMENT COUNT: 3
CONFORMED PERIOD OF REPORT: 20101231
FILED AS OF DATE: 20110415
DATE AS OF CHANGE: 20110415
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: IMAGINE MEDIA LTD
CENTRAL INDEX KEY: 0001425627
STANDARD INDUSTRIAL CLASSIFICATION: PERIODICALS: PUBLISHING OR PUBLISHING AND PRINTING [2721]
IRS NUMBER: 260731818
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 10-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-53316
FILM NUMBER: 11762741
BUSINESS ADDRESS:
STREET 1: 7750 NORTH UNION BLVD.
STREET 2: SUITE 201
CITY: COLORADO SPRINGS
STATE: CO
ZIP: 80920
BUSINESS PHONE: 719-590-4900
MAIL ADDRESS:
STREET 1: 7750 NORTH UNION BLVD.
STREET 2: SUITE 201
CITY: COLORADO SPRINGS
STATE: CO
ZIP: 80920
10-K
1
dec1010k4-11.txt
DECEMBER 31, 2010 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the Fiscal Year Ended December 31, 2010
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
Commission File No. 333-145999
IMAGINE MEDIA LTD.
----------------------------------
(Exact name of registrant as specified in its charter)
Delaware 26-0731818
-------------------------------- -------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
7750 N. Union Blvd.
Colorado Springs, CO 80920
-------------------------------------- --------------------------
(Address of Principal Executive Office) Zip Code
Registrant's telephone number, including Area Code: (719) 266-4554
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. [ ]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. [ ]
Indicate by check mark whether the registrant (1) has filed all reports to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act): [X ] Yes [ ] No
The aggregate market value of the voting stock held by non-affiliates of the
Company on June 30, 2010 was $685,325.
As of March 15, 2011, the Company had 1,410,650 issued and outstanding shares of
common stock.
Documents incorporated by reference: None
ITEM 1. DESCRIPTION OF BUSINESS
The Company was formed in August 2007 to publish and distribute Image
Magazine, a monthly entertainment guide for the Denver, CO area. The Company
generated only limited revenue and essentially abandoned its business plan
January 2009.
In June 2010 the Company reached a tentative agreement to acquire JAKK'D
Holdings, LLC, and a related entity, for 17,245,000 shares of the Company's
common stock.
In January 2011, the Company and JAKK'D agreed to terminate the agreement
providing for the acquisition of JAKK'D by the Company.
The Company's principal executive offices are located at 7750 NO. Union
Boulevard, Colorado Springs, CO 80920. The Company's telephone number is (719)
260-4554. The Company does not have a website. Since January 2009, the Company
has been relatively inactive.
As of March 31, 2011 the Company did not have any full time employees.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 2. PROPERTIES
None.
ITEM 3. LEGAL PROCEEDINGS.
The Company is not involved in any legal proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASE OF EQUITY SECURITIES.
The Company's common stock is quoted on the OTC Bulletin Board under the
symbol "IMLE". There is only a limited market for the Company's common stock.
As of March 31, 2011 the Company had 1,410,650 outstanding shares of common
stock and 62 shareholders of record.
The table below sets forth the high and low closing prices for the
Company's common stock for the dates indicated as reported by the OTC Bulletin
2
Board. The market quotations reflect inter-dealer prices without retail mark-up,
mark-down or commissions and may not necessarily represent actual transactions.
Quarter Ended High Low
March 31, 2009 $ -- $ --
June 30, 2009 $0.25 $0.10
September 30, 2009 $0.30 $0.20
December 31, 2009 $0.55 $0.45
March 31, 2010 $1.25 $0.20
June 30, 2010 $1.01 $0.35
September 30, 2010 $0.53 $0.15
December 31, 2010 $0.51 $0.10
Holders of common stock are entitled to receive dividends as may be
declared by the Board of Directors. The Board of Directors is not obligated to
declare a dividend, and it is not anticipated that future dividends will be
paid.
Trades of the Company's common stock, are subject to Rule 15g-9 of the
Securities Exchange Act of 1934, which imposes certain requirements on
broker/dealers who sell securities subject to the rule to persons other than
established customers and accredited investors. For transactions covered by the
rule, brokers/dealers must make a special suitability determination for
purchasers of the securities and receive the purchaser's written agreement to
the transaction prior to sale. The Securities and Exchange Commission also has
rules that regulate broker/dealer practices in connection with transactions in
"penny stocks". Penny stocks generally are equity securities with a 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 that security is provided by the
exchange or system). The penny stock rules require a broker/ dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document prepared by the Commission that provides
information about penny stocks and the nature and level of risks in the penny
stock market. The broker/dealer also must provide the customer with current bid
and offer quotations for the penny stock, the compensation of the broker/dealer
and its salesperson in the transaction, and monthly account statements showing
the market value of each penny stock held in the customer's account. The bid and
offer quotations, and the broker/dealer and salesperson compensation
information, must be given to the customer orally or in writing prior to
effecting the transaction and must be given to the customer in writing before or
with the customer's confirmation. These disclosure requirements may have the
effect of reducing the level of trading activity in the secondary market for the
Company's common stock.
ITEM 6. SELECTED FINANCIAL DATA
Not applicable.
3
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The Company was formed in August 2007 to publish and distribute Image
Magazine, a monthly guide and entertainment source for the Denver, Colorado
area. The Company generated only limited revenue and essentially abandoned its
business plan January 2009.
In June 2010 the Company reached a tentative agreement to acquire JAKK'D
Holdings, LLC, and a related entity, for 17,245,000 shares of the Company's
common stock.
In January 2011, the Company and JAKK'D agreed to terminate the agreement
providing for the acquisition of JAKK'D by the Company.
As of December 31, 2010 the Company had liabilities of approximately
$201,877. The Company plans to pay its liabilities with cash, shares of its
common stock, or a combination of both. The Company does not have any agreements
or commitments from any third party to provide the Company with any capital.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS.
Not applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See the financial statements attached to this report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not Applicable.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Under the direction and with the participation of the Company's principal
and executive financial officer, the Company carried out an evaluation of the
effectiveness of the design and operation of its disclosure controls and
procedures as of December 31, 2010. The Company maintains disclosure controls
and procedures that are designed to ensure that information required to be
disclosed in its periodic reports with the Securities and Exchange Commission is
recorded, processed, summarized and reported within the time periods specified
in the SEC's rules and regulations, and that such information is accumulated and
communicated to the Company's management, including its principal executive
officer and principal financial officer, as appropriate, to allow timely
decisions regarding required disclosure. the Company's disclosure controls and
procedures are designed to provide a reasonable level of assurance of reaching
4
its desired disclosure control objectives. Based on this evaluation, the
Company's principal executive and financial officer concluded that the Company's
disclosure controls and procedures were effective.
Management's Report on Internal Control Over Financial Reporting
The Company's management is responsible for establishing and maintaining
adequate internal control over financial reporting and for the assessment of the
effectiveness of internal control over financial reporting. As defined by the
Securities and Exchange Commission, internal control over financial reporting is
a process designed by, or under the supervision of the Company's principal
executive officer and principal financial officer and implemented by the
Company's Board of Directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of the Company's financial statements in accordance with U.S.
generally accepted accounting principles.
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.
The Company's management evaluated the effectiveness of its internal
control over financial reporting as of December 31, 2010 based on criteria
established in Internal Control - Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission, or the COSO Framework.
Management's assessment included an evaluation of the design of the Company's
internal control over financial reporting and testing of the operational
effectiveness of those controls.
Inherent in any small business is the pervasive problem involving
segregation of duties. Since the Company has a small accounting department,
segregation of duties cannot be completely accomplished at this stage in its
corporate lifecycle. Accordingly, the Company's management has added
compensating controls to reduce and minimize the risk of a material misstatement
in the Company's annual and interim financial statements.
Based on this evaluation, the Company's management concluded that the
Company's internal control over financial reporting was not effective as of
December 31, 2010 due to the Company's inability to record transactions in
accordance with generally accepted accounting principles.
There was no change in the Company's internal control over financial
reporting that occurred during the quarter ended December 31, 2010 that has
materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
5
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Name Age Title
---- --- -----
Gregory Bloom 39 Principal Executive, Financial and Accounting
Officer and a Director
Harlan Munn 46 Secretary and a Director
Gregory Bloom, has been an Executive Officer and a director of the Company
since its inception. He has been the Publisher of Image Magazine since
September, 2000. From January, 1998 to May, 2002, he was the Manager of The
Brass Parrot, a bar and grill in Avon, Colorado. Mr. Bloom has a B.S. degree in
Hospitality Management from Florida International University. He also studied at
the University of South Florida.
Harlan Munn, has been the Secretary and a Director of the Company since
inception. From 1988 to the present, he has been employed by Lupton Associates,
a private New York manufacturer's representative for technical sales of
mechanical components and electromagnetic assemblies. From 2003 to the present,
he has been the President of Health in Motion, Inc., a development stage company
which is developing a therapeutic spinal device for the chiropractic and
physical therapy markets. Mr. Munn received his B.S. degree in Business
Administration, with an emphasis in marketing, from the University of Northern
Colorado.
The Company believes that Messrs. Bloom and Munn's longstanding experience
with the Company qualifies them to serve as directors.
The Company's directors are elected to hold office until the next annual
meeting of shareholders and until their successors have been elected and
qualified. The Company's executive officers are elected by the Board of
Directors and hold office until resignation or removal by the Board of
Directors.
None of the Company's directors are independent as that term is defined in
section 803 of the listing standards of the NYSE AMEX.
The Company has adopted a code of ethics applicable to its principal
executive, financial and accounting officers and persons performing similar
functions. The Code of Ethics was filed as an exhibit to the Company's 10-K
report for the year ended December 31, 2008.
The Company's directors act as its audit committee.
The Company's directors act as its compensation committee.
During the year ended December 31, 2010, no officer of the Company was also
a member of the compensation committee or a director of another entity, which
other entity had one of its executive officers serving as a director of the
Company or as a member of the Company's compensation committee.
6
ITEM 11. EXECUTIVE COMPENSATION
The following table shows in summary form the compensation received by the
Officers of the Company during the two fiscal years ended December 31, 2010.
None of the Company's officers have ever received in excess of $100,000 in
compensation during any fiscal year.
All
Name and Restricted Other
Principal Fiscal Stock Options Compen-
Position Year Salary Bonus Awards Awards ation Total
----------- ------ ------ ----- ---------- ------- ------- -------
Gregory Bloom, 2010 -- -- -- -- -- --
Principal Executive, 2009 -- -- -- -- -- --
Financial and
Accounting Officer
since August 2007
Harlan Munn 2010 -- -- -- -- -- --
Secretary since 2009 -- -- -- -- -- --
August 2007
The Company does not have any consulting or employment agreements with any
of its officers or directors.
The Company has not granted any stock options as of March 31, 2011.
The Company's directors were not compensated during the year ended December
31, 2010.
Long-Term Incentive Plans. The Company does not provide its officers or
employees with pension, stock appreciation rights, long-term incentive or other
plans.
Employee Pension, Profit Sharing or other Retirement Plans. The Company
does not have a defined benefit, pension plan, profit sharing or other
retirement plan, although it may adopt one or more of such plans in the future.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table shows the ownership of the Company's common stock as of
March 31, 2011, by each shareholder known by the Company to be the beneficial
owner of more than 5% of the Company's outstanding shares, each director and
executive officer of the Company and all directors and executive officers as a
group. Except as otherwise indicated, each shareholder has sole voting and
investment power with respect to the shares they beneficially own.
7
Number of Shares
Beneficial Owner Beneficially Owned Percent
---------------- ------------------- -------
Gregory A. Bloom 20,000 1.4%
1543 10th St., #3
Santa Monica, CA 90401
Harlan Munn 20,000 1.4%
5758 Singletree Lane
Parker, Colorado 80134
Estate of John R. Overturf, Jr. 137,500 9.7%
3005 Marilyn Rd.
Colorado Springs, CO 80909
Prospector Capital, Inc.
7750 N. Union # 201
Colorado Springs, CO 80920 122,950 (1) 8.7%
All officers and directors
as a group (two persons) 40,000 2.8%
(1) Prospector Capital is owned and controlled 50% by the Estate of John
Overturf, Jr. and 50% by Dorothy Calandrella. Share total includes shares
owned by Steve Calandrella and The Rockies Fund, both affiliates of
Prospector Capital, Inc.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, DIRECTOR INDEPENDENCE.
In October 2008, a company controlled by Greg Bloom, the Company's Chief
Executive Officer, advanced $5,500 to the Company for working capital purposes.
During the year ended December 31, 2009 the amount due to Mr. Bloom was paid in
full.
On February 10, 2010 the Company's board of directors authorized the
issuance of 10,000 shares to the Company's directors for services to the Company
during 2009. The shares were valued at $1.00 per share resulting in total
compensation expense of $30,000, which was recorded as stock based compensation
for the year ended December 31, 2009.
Dorothy Calandrella is the mother of Steven Calandrella. Steven
Callendrella controls The Rockies Fund.
During the year ended December 31, 2008, The Rockies Fund advanced a total
of $16,000 to the Company for working capital purposes. As of December 31, 2008
the Company had repaid a total of $4,000 of these cash advances. In addition,
the Rockies Fund made a direct advance to the Company of $650, which remained
unpaid at December 31, 2008. On March 1, 2009, $10,650 of the advances were
converted to 42,600 shares of common stock at a conversion price of $.25 per
share, the fair value of the stock on the conversion date. At December 31, 2010,
$2,000 of the working capital advance was unpaid.
8
In May 2009, Mr. Steven Calandrella, the principal of the Rockies Fund
advanced $4,400 to the Company, and in November 2009 Mr. Calandrella advanced an
additional $2,700 to the Company. In June 2009, Triumph Capital, a company
controlled by a shareholder, advanced the Company a total of $12,000. Also in
June 2009, $6,000 was advanced to the Company by Ms. Dorothy Calandrella, with
an additional advance of $2,000 made in August 2009. Finally, in November 2009,
Webquest, a company owned by a shareholder, advanced $3,000 to the Company. All
the advances were provided for working capital purposes. None of these advances
have been repaid as of December 31, 2010.
None of the advances earn interest and are payable to the holder on demand.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Cordovano and Honeck, LLP audited the Company's financial statements for
the years ended December 31, 2010 and 2009. The following table shows the fees
billed to the Company for the years ended December 31, 2009 by Cordovano and
Honeck, LLP.
2010 2009
---- ----
Audit Fees $15,648 $19,401
Audit Related Fees -- --
Design and Implementation Fees -- --
Audit fees represent amounts billed for professional services rendered for
the audit of the Company's annual financial statements and for reviewing
unaudited financial statements included in the Company's 10-Q reports. Before
Cordovano and Honeck, LLP was engaged by the Company to render audit services,
the engagement was approved by the Company's Directors.
ITEM 15. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES.
Exhibit
Number Exhibit Name
------- ------------
3.1 Certificate of Incorporation (1)
3.2 Bylaws (1)
4.1 Specimen Common Stock Certificate (1)
9.1 Spin-off Trust Agreement (1)
10.1 Form of Work For Hire Agreement (1)
10.2 Assignment and Assumption Agreement (1)
14.0 Code of Ethics (2)
21.0 List of Subsidiaries (1)
31 Certifications
32 Certification pursuant to Section 906 of the Sarbanes
Oxley Act of 2002
9
(1) Incorporated by reference to Registrant's Registration Statement on Form
SB-2 as filed with the Commission on January 31, 2008.
(2) Incorporated by reference to Registrant's Annual Report on Form 10-K for
the year ended December 31, 2008 as filed with the Commission on April 15,
2009.
10
Report of Independent Registered Public Accounting Firm
To The Board of Directors of
Imagine Media, Ltd. and Subsidiary:
We have audited the accompanying consolidated balance sheets of Imagine Media,
Ltd. and subsidiary (the "Company") as of December 31, 2010 and 2009, and the
related consolidated statements of operations, changes in shareholders' equity
(deficit), and cash flows for the years ended December 31, 2010 and 2009. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (placecountry-regionUnited 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
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company's internal control
over financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Imagine Media, Ltd.
and subsidiary as of December 31, 2010 and 2009, and the results of their
operations and their cash flows for the years then ended in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 1 to the financial
statements, the Company has incurred recurring losses since inception and has a
net capital deficiency and working capital deficit at December 31, 2010. These
conditions, among others, raise substantial doubt about the Company's ability to
continue as a going concern. Management's plan in regard to this uncertainty in
also described in Note 1. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ Cordovano and Honeck LLP
Cordovano and Honeck LLP
placeCityEnglewood, StateColorado
April 15, 2011
11
Imagine Media, Ltd. and Subsidiary
Consolidated Balance Sheet
December 31, December 31,
2010 2009
---------------- -----------------
Assets
Current assets:
Cash and cash equivalents $ 83 `$ 94
---------------- -----------------
Total current assets 83 94
---------------- -----------------
Total assets $ 83 $ 94
================ =================
Liabilities and Shareholders' Deficit
Current Liabilities:
Accounts payable:
Trade creditors $ 101,555 53,479
Related Party (Note 2) 3,000 3,000
Short term advance (Note 3) 17,300 6,000
Indebtedness to related parties
(Note 2) 39,440 32,100
Convertible debenture (Note 3) 30,000 30,000
Accrued interest payable 7,500 3,900
Other accrued expenses 3,082 33,081
---------------- -----------------
Total current liabilities 201,877 161,560
---------------- -----------------
Commitments (Note 5)
Shareholders' deficit (Notes 1, 2 and 4):
Common stock, $.00001 par value;
authorized 100,000,000 shares;
1,410,650 and 1,380,650 shares
issued and outstanding,
respectively 14 14
Additional paid-in capital 487,276 457,276
Retained deficit (689,084) (618,756)
---------------- -----------------
Total shareholders' deficit (201,794) (161,466)
---------------- -----------------
Total liabilities and
shareholders' deficit $ 83 $ 94
================ =================
See accompanying notes to these financial statements
12
Imagine Media, Ltd. and Subsidiary
Consolidated Statements of Operations
For the Years Ended
December 31,
-------------------------------------
2010 2009
----------------- -----------------
Net sales and gross revenues
Advertising sales, net of
discount of $0 $ - $ 400
----------------- -----------------
Total sales and revenues - 400
----------------- -----------------
Operating expenses:
Editorial, production and
circulation - 748
Selling, general and
administrative 66,685 73,857
----------------- -----------------
Total operating expenses 66,685 74,605
----------------- -----------------
----------------- -----------------
Loss from operations (66,685) (74,205)
----------------- -----------------
Other income (expense):
Interest expense (3,642) (3,500)
----------------- -----------------
Loss before income taxes (70,327) (77,705)
Income tax provision
----------------- -----------------
Net loss $ (70,327) $ (77,705)
================= =================
Basic and diluted loss per share $ (0.05) $ (0.06)
================= =================
Weighted average common shares
outstanding 1,401,804 1,342,760
================= =================
See accompanying notes to these financial statements
13
Imagine Media, Ltd. and Subsidiary
Consolidated Statement of Changes in Shareholders' Deficit
Common Stock Additional
----------------------------- Paid-in
Shares Par Value Capital Retained Deficit Total
------------ --------------- ---------------- ----------------- --------------
Balance at December 31, 2008 1,122,650 $ 11 $ 392,779 $ (541,052) $ (148,262)
Conversions of accounts payable to
common stock (Notes 2 & 3) 104,000 1 25,999 - 26,000
Conversions of short term advances
and accrued interest to common
stock (Notes 2 & 3) 111,400 1 27,849 - 27,850
Conversions of indebtedness to
related parties to common
stock (Note 2) 42,600 1 10,649 - 10,650
Net loss - - - (77,705) (77,705)
------------ --------------- ---------------- ----------------- --------------
Balance at December 31, 2009 1,380,650 14 457,276 (618,757) (161,467)
Conversions of indebtedness to
related parties to common
stock (Note 2) 30,000 - 30,000 - 30,000
Net loss - - - (70,327) (70,327)
------------ --------------- ---------------- ----------------- --------------
Balance at December 31, 2010 1,410,650 $ 14 $ 487,276 $ (689,084) $ (201,794)
============ =============== ================ ================= ==============
See accompanying notes to these financial statements
14
>
Imagine Media, Ltd. and Subsidiary
Consolidated Statements of Cash Flows
For the Years Ended
December 31,
----------------------------
2010 2009
------------- -------------
Cash flows from operating activities:
$ (70,327) $ (77,705)
Adjustments to reconcile net loss to net cash
used by operating activities:
Stock based compensation - 30,000
Changes in assets and liabilities:
Receivables - 11,469
Other assets - 400
Accounts payable 48,075 (8,002)
Indebtedness to related parties 30,000 -
Accrued expenses (26,399) 614
---------- ---------
Net cash used in operating activities (18,651) (43,224)
---------- ---------
Cash flows from financing activities:
Proceeds from related party short term advances 7,340 30,100
Repayments on related party short term advances - (5,500)
Proceeds from other short term advances 11,300 20,850
Repayments on other short term advances - (2,200)
---------- ---------
Net cash provided by financing activities 18,640 43,250
---------- ---------
Net change in cash and cash equivalents (11) 26
Cash and equivalents:
Beginning of year 94 68
---------- ---------
End of year $ 83 $ 94
========== =========
Supplemental disclosure of cash flow
information:
Cash paid during the year for:
Income taxes $ - $ -
========== =========
Interest $ - $ -
========== =========
Supplemental disclosure of non-cash financing
activities:
Conversions of accounts payable to common stock $ - $ 26,000
========== =========
Conversions of short term advance and accrued
interest to common stock $ - $ 27,850
========== =========
Conversions of indebtedness to related parties
to common stock $ 30,000 $ 10,650
========== =========
See accompanying notes to these financial statements
15
IMAGINE MEDIA, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) Summary of Significant Accounting Policies
Organization and Basis of Presentation
Upon the effectiveness on July 14, 2008 of the Registration Statement filed with
the SEC by Imagine Media, Ltd. ("Media"), Imagine Holdings Corp. ("Holdings")
completed the spin-off of its magazine business to its shareholders of record as
of August 23, 2007. The transaction was effected by the issuance of 992,650
shares of Media $0.00001 par value common stock to Holdings in exchange for
certain assets, subject to liabilities, of Holdings, consisting primarily of its
60 percent of the issued and outstanding common stock of Imagine Operations,
Inc. ("Operations").
As a result of the spin-off, the Company's common stock par value changed from
$.001 to $.00001. Shares issued prior to August 23, 2007 have been retroactively
restated to reflect the new par value.
The spin-off was accounted for based on recorded amounts and for accounting
purposes, Media is considered to be the acquirer of Operations and Holdings is
its predecessor (see also "principles of consolidation" below.)
Holdings' shareholders retained their Holdings common shares and, as part of the
spin-off, received one (1) share of the common stock of Media for each share of
Holdings common stock held. Immediately following the spin-off, Holdings'
shareholders owned 100 percent of Media's common stock and Media owned 60
percent of Operations. Certain Media shareholders also hold the remaining 40
percent of Operations. Thus, there is no non-controlling interest reflected in
the accompanying consolidated financial statements.
Media, is incorporated in the State of Delaware. Until January 2009, it
published Image Magazine, a Denver, Colorado monthly guide and entertainment
source. The magazine covered nightlife, music, style, food and art and sells
advertising to businesses within such genres. The magazine was a pocket-sized,
full color and glossy assemblage of information distributed at nearly 500
establishments. In January 2009, Media suspended publishing Image Magazine due
to various economic and technical issues that have resulted in declining
advertising revenues and increased production and distribution costs. The
Company is considering various strategies including identifying a business
opportunity through a possible merger or acquisition.
Principles of Consolidation
The consolidated financial statements include the accounts of Media and its
wholly-owned subsidiary, Operations, after elimination of inter-company balances
and transactions.
16
Going Concern
The Company has incurred operating losses since inception. In addition, the
Company has a net capital deficiency and working capital deficit of $201,794 at
December 31, 2010. These factors may indicate that the Company may be unable to
continue as a going concern.
The Company's ability to continue as a going concern is dependent upon its
ability to generate sufficient cash flow to meet obligations on a timely basis
and ultimately to attain profitability. To do this, the Company is seeking a
strategic opportunity, which to date has not been identified. However,
management plans, in the near-term, to (1) restructure debt and (2) increase
ownership equity in order to increase working capital. There is, of course, no
assurance that management will be successful in those efforts. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
Use of Estimates
The preparation of financial statements in accordance with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the
balance sheet date and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Accounts Receivable
The allowance for doubtful accounts is based on an assessment of the
collectability of customer accounts. We review the allowance by considering
factors such as historical experience, credit quality, age of the accounts
receivable balances, and current economic conditions that may affect a
customer's ability to pay. The allowance for doubtful accounts as of December
31, 2010 and 2009 were $-0- and $11,800, respectively.
Property and Equipment
Property and equipment are stated at cost. Depreciation is calculated using the
straight-line method over the estimated useful lives of the related assets,
generally five years. Property and equipment under capital leases are stated at
the present value of minimum lease payments and are amortized using the
straight-line method over the shorter of the lease term or the estimated useful
lives of the assets. Leasehold improvements are amortized using the
straight-line method over the estimated useful lives of the assets or the term
of the lease, whichever is shorter.
For the years ended December 31, 2010 and 2009, depreciation expense amounted to
$-0- and $-0-, respectively. All property and equipment is fully depreciated as
of December 31, 2010 and 2009.
17
Long-Lived Assets
Long-lived assets consist of property and equipment. Whenever events or changes
in circumstances indicate that the carrying amounts of long-lived assets may not
be recoverable, we estimate the future cash flows, undiscounted and without
interest charges, expected to result from the use of those assets and their
eventual disposition. If the sum of the expected future cash flows is less than
the carrying amount of those assets, we recognize an impairment loss based on
the excess of the carrying amount over the fair value of the assets. No
impairment losses have been recognized during the years ended December 31, 2010
or 2009.
Income Taxes
The Company uses the liability method of accounting for income taxes.
Accordingly, deferred tax assets and liabilities are recognized for the future
tax consequences attributable to differences between the financial statement
carrying amounts of assets and their respective tax bases. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates resulting from new legislation is recognized in income in
the period of enactment. A valuation allowance is established against deferred
tax assets when management concludes more likely than not the deferred asset is
recoverable.
Expected future losses represent sufficient negative evidence regarding its
recoverability and accordingly, a full valuation allowance was recorded against
deferred tax assets. A full valuation allowance on the deferred tax assets will
be maintained until sufficient positive evidence exists to support reversal of
the valuation allowance.
The Company has analyzed filing positions in all of the federal and state
jurisdictions where it is required to file income tax returns, as well as all
open tax years in these jurisdictions. The Company has identified its federal
tax return and its state tax return in Colorado as "major" tax jurisdictions, as
defined. We are not currently under examination by the Internal Revenue Service
or any other jurisdiction. The Company believes that its income tax filing
positions and deductions will be sustained on audit and does not anticipate any
adjustments that will result in a material adverse effect on the Company's
financial condition, results of operations, or cash flow. Therefore, no reserves
for uncertain income tax positions have been recorded.
The tax provision was $-0- on a pre-tax losses of $(70,327) and $(77,705) for
the years ended December 31, 2010 and 2009, respectively.
Revenue Recognition
Magazine and website advertising revenues are recorded upon distribution of the
magazines to establishments and are stated net of cash and sales discounts.
Allowances for estimated bad debts are provided based upon historical
experience. Amounts received in advance are deferred and recognized in the month
of advertisement. Deferred revenues totaled $-0- at December 31, 2010 and 2009.
18
Financial Accounting Standards Board ("FASB") Accounting Standards Codification
(the "ASC") Topic 605, "Revenue Recognition," provides guidance on recognizing
revenues and expenses at fair value of the advertising surrendered in the
transactions, provided the fair value is determinable based on the entity's own
historical practice of receiving cash, marketable securities, or other
consideration that is readily convertible to a known amount of cash for similar
advertising from buyers unrelated to the counterparty in the barter
transactions. Barter revenue amounted to $-0- and $-0- for the years ended
December 31, 2010 and 2009, respectively.
Advertising Costs
All advertising costs are expensed as incurred. Advertising costs totaled $-0-
and $49 for the years ended December 31, 2010 and 2009, respectively.
Fair Value of Financial Instruments
All highly liquid investments with original maturities of three months or less
when acquired are considered as cash equivalents.
The carrying amounts of cash and current liabilities approximate fair value
because of the short-term maturity of these items. These fair value estimates
are subjective in nature and involve uncertainties and matters of significant
judgment, and, therefore, cannot be determined with precision. Changes in
assumptions could significantly affect these estimates. We do not hold or issue
financial instruments for trading purposes, nor do we utilize derivative
instruments.
The FASB ASC clarifies that fair value is an exit price, representing the amount
that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants. It also requires disclosure
about how fair value is determined for assets and liabilities and establishes a
hierarchy for which these assets and liabilities must be grouped, based on
significant levels of inputs as follows:
Level 1: Quoted prices in active markets for identical assets or liabilities.
Level 2: Quoted prices in active markets for similar assets and liabilities
and inputs that are observable for the asset or liability.
Level 3: Unobservable inputs in which there is little or no market data,
which require the reporting entity to develop its own assumptions.
The determination of where assets and liabilities fall within this hierarchy is
based upon the lowest level of input that is significant to the fair value
measurement.
Stock-based Compensation
Financial Accounting Standards Board ("FASB") Accounting Standards Codification
(the "ASC") Topic 718, "Stock Compensation," establishes fair value as the
measurement objective in accounting for share based payment arrangements, and
requires all entities to apply a fair value based measurement method in
accounting for share based payment transactions with employees. Stock-based
19
compensation cost is measured at the grant date based on the fair value of the
award and is recognized as expense on a straight-line basis over the period
during which the holder is required to provide services in exchange for the
award, i.e., the vesting period.
Loss per Common Share
Basic earnings (loss) per share is computed by dividing the net income (loss)
for the period by the weighted average number of common shares outstanding
during the period. Diluted net loss per share is computed based on the weighted
average number of common shares and potentially dilutive common shares
outstanding. The calculation of diluted net income (loss) per share excludes
potential common shares if the effect would be anti-dilutive. Dilutive
securities having an anti-dilutive effect on diluted earnings per share are
excluded from the calculation. Securities relating to 120,000 shares of common
stock that could be issued upon the possible conversion of the 8% convertible
debenture have been excluded from the weighted average number of common shares
outstanding at December 31, 2010 as their inclusion would be anti-dilutive. No
other potentially dilutive securities were recorded on the Company's books at
December 31, 2010 and 2009.
New Accounting Standards
In January 2010, the FASB issued Accounting Standards Update (ASU) No. 2010-06,
"Improving Disclosures about Fair Value Measurements (Topic 820) -- Fair Value
Measurements and Disclosures" (ASU 2010- 06), to add additional disclosures
about the different classes of assets and liabilities measured at fair value,
the valuation techniques and inputs used, the activity in Level 3 fair value
measurements, and the transfers between Levels 1, 2, and 3. The adoption of this
standard did not have a material impact on our financial statements.
In February 2010, the FASB issued ASU 2010-09, "Subsequent Events". ASU 2010-09
was issued to amend ASC 855 to remove the requirement for SEC filers to disclose
the date through which an entity has evaluated subsequent events. This change is
intended to alleviate potential conflicts with current SEC guidance. The
provisions of ASU 2010-09 are effective upon issuance. The adoption of ASC 855
and ASU 2010-09 did not have a material impact on our financial statements.
There were various other accounting standards and interpretations issued during
2010 and 2009, none of which are expected to have a material impact on the
Company's consolidated financial position, operations, or cash flows.
(2) Related Party Transactions
On February 10, 2010 the Company's board of directors authorized the issuance of
10,000 shares to each of the Company's three directors for services to the
Company during 2009. The shares were valued at $1.00 per share resulting in
20
total compensation expense of $30,000, which was recorded as stock based
compensation for the year ended December 31, 2009. The liability for which the
shares were issued during 2010 of $30,000 is included as Indebtedness to related
parties in the accompanying balance sheet at December 31, 2009.
On March 1, 2009, the total amount payable to an affiliate of $21,000 was
converted to 84,000 shares of common stock at a conversion price of $.25 per
share, the fair value of the stock on the conversion date.
Indebtedness to related parties
In October 2008, a company controlled by Greg Bloom, the Company's Chief
Executive Officer, advanced $5,500 to the Company for working capital purposes.
During the year ended December 31, 2009 the amount due to Mr. Bloom was paid in
full.
During the year ended December 31, 2008, an affiliate controlled by a
shareholder advanced $16,000 to the Company for working capital purposes. As of
December 31, 2008 the Company had repaid a total of $4,000 of these cash
advances. In addition, the affiliate made a direct advance to the Company of
$650, which remained unpaid at December 31, 2008. On March 1, 2009, $10,650 of
the advances was converted to 42,600 shares of common stock at a conversion
price of $.25 per share, the fair value of the stock on the conversion date. At
December 31, 2010, $2,000 of the working capital advance was unpaid.
During the years ended December 31, 2010 and 2009, a shareholder advanced the
Company $4,740 and $7,100, respectively. At December 31, 2010, the entire
$11,840 balance remained unpaid.
During the years ended December 31, 2010 and 2009, a shareholder advanced the
Company $100 and $8,000, respectively. At December 31, 2010, the entire $8,100
balance remained unpaid.
During the years ended December 31, 2010 and 2009, an affiliate controlled by a
shareholder advanced the Company $2,500 and $3,000, respectively. At December
31, 2010, the entire $5,500 balance remained unpaid.
In June 2009, an affiliate controlled by a shareholder advanced the Company a
total of $12,000, which remained unpaid at December 31, 2010.
None of the advances earn interest and are payable to the holder on demand.
(3) Convertible Debenture and Short term advances
On October 1, 2008 the Company issued an 8% Convertible Debenture to an attorney
in exchange for $30,000 owed to the attorney for prior services. The Debenture
is convertible by the holder into shares of the company's common stock at a
conversion price of $0.25. The debenture matured April 1, 2009. Upon default of
the debenture, the default interest rate of 12% was effective. As of December
31, 2010 the debenture, together with $7,500 of accrued interest, had neither
been converted nor paid.
21
During the year ended December 31, 2008 the Company received $15,000 from a
non-affiliate as a short term advance. During the first quarter of 2009 an
additional $150 was advanced to the Company by the same non-affiliate. On March
1, 2009 the total of $15,150 together with accrued interest of $200 was
converted to 61,400 shares of common stock at a conversion price of $.25 per
share, the fair value of the stock on the conversion date. During the year ended
December 31, 2009, this non-affiliate advanced the Company an additional $6,000
to be used for working capital purposes. During the year ended December 31,
2010, the non-affiliate advanced another $11,300 to the Company. As of December
31, 2010 the $17,300 payable to the non-affiliate was due on demand.
In January 2009 the Company received $12,500 from a non-affiliate as a short
term advance. On January 15, 2009 the total of $12,500 was converted to 50,000
shares of common stock at a conversion price of $.25 per share, the fair value
of the stock on the conversion date.
In June 2009, the Company received $2,200 from a non-affiliate as a short term
advance. The full amount was subsequently paid in June 2009.
(4) Equity
Common stock
Upon the effectiveness on July 14, 2008 of the Registration Statement filed with
the SEC by Imagine Media, Ltd. ("Media"), Imagine Holdings Corp. ("Holdings")
completed the spin-off of its magazine business to its shareholders of record as
of August 23, 2007. The transaction was effected by the issuance of 992,650
shares of Media $0.00001 par value common stock to Holdings in exchange for
certain assets, subject to liabilities, of Holdings, consisting primarily of its
60 percent of the issued and outstanding common stock of Imagine Operations,
Inc. ("Operations").
On March 31, 2009 certain amounts due a consultant for prior professional
accounting services were converted to common stock. The total amount converted
of $5,000 resulted in the issuance of 20,000 shares of common stock at a
conversion price of $.25 per share, the fair value of the stock on the
conversion date.
(5) Commitments
Operations entered into a one year non-cancellable operating lease for office
space on November 1, 2006. Under the terms of the lease, the Company paid $400
cash monthly and provides monthly advertising to the landlord, valued by
management $300, for a total monthly rent of $700. In December 2007, the lease
was renewed until December 1, 2008 under the same terms. As of December 31, 2009
the lease had not been renewed and the Company no longer occupies the space. For
the year ended December 31, 2009, $400 of rent was paid the landlord by transfer
of the security deposit. As of December 31, 2010, no office space has been
obtained and none is being sought as management assesses its operating strategy
going forward.
22
Rent expense of $-0- and $800 was recorded for the years ended December 31, 2010
and 2009, respectively.
(6) Income taxes
A reconciliation of the U.S. statutory federal income tax rate to the effective
tax rate is as follows:
December 31,
---------------------
2010 2009
---- ----
U.S. federal statutory graduated rate 17.55% 15.00%
State income tax rate, net of federal
benefit 3.82% 3.94%
Net operating loss for which no tax
benefit is currently available. -21.37% -18.94%
------- -------
0.00% 0.00%
======= -------
At December 31, 2010, deferred tax assets consisted of a net tax asset of
$161,392, due to operating loss carry forwards of $689,083, which was fully
allowed for, in the valuation allowance of $161,392. The valuation allowance
offsets the net deferred tax asset for which there is no assurance of recovery.
The changes in the valuation allowance for the years ended December 31, 2010 and
2009 were $15,024 and $14,714, respectively. Net operating loss carryforwards
will expire through 2030. The value of these carryforwards depends on the
ability of the Company to generate taxable income.
The valuation allowance is evaluated at the end of each year, considering
positive and negative evidence about whether the asset will be realized. At that
time, the allowance will either be increased or reduced; reduction could result
in the complete elimination of the allowance if positive evidence indicates that
the value of the deferred tax asset is no longer impaired and the allowance is
no longer required.
(7) Trademark Contingency
The Company has learned that a third party in Orange County, CA publishes a
regional magazine under the name "Image Magazine." The publisher of the
California-based Image Magazine has registered the trademark "Image Magazine"
with the United States Patent and Trademark Office, which trademark registration
was issued in 2006, and also owns and uses the domain name "imagemagazine.com".
Preliminary contact with the principals of the California-based magazine has
been made in an effort to resolve our conflicting uses of the same trademark and
have agreed in principle to resolve the matter through the execution of a
trademark license; however, no assurance can be given that such a license can be
finalized. Management does not expect this potential infringement issue to have
a material impact due to the Company's discontinuation of its publishing
operations.
23
(8) Letter of Intent
In June 2010 the Company reached a tentative agreement to acquire JAKK'D
Holdings, LLC, and a related entity, for 17,245,000 shares of the Company's
common stock.
JAKK'D is a producer of alcoholic beverages. The beverage, which is called
JAKK'D, is a distilled natural grain spirit that contains natural flavors,
certified colors, pure cane sugar and caffeine.
Completion of the acquisition was subject to the satisfaction of several
conditions including, without limitation, the execution of a definitive
agreement, the satisfactory completion of due diligence by both parties, and the
completion of audited financial statements by JAKK'D.
On January 24, 2011, the parties agreed to terminate their relationship.
(9) Subsequent Events
The Company has evaluated subsequent events through the date which the financial
statements were available to be issued and determined that no subsequent events
are required to be disclosed.
24
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.
IMAGINE MEDIA LTD.
April 14, 2011 By:/s/ Gregory Bloom
-------------------------------------
Gregory Bloom, Principal Executive
Officer
In accordance with the Exchange Act, this Report has been signed by the
following persons on behalf of the Registrant in the capacities and on the dates
indicated.
Signature Title Date
--------- ----- ----
/s/ Gregory Bloom Principal Executive April 14, 2011
------------------------- Financial and Accounting
Gregory Bloom Officer and a Director
/s/ Harlan Munn Director April 15, 2011
-------------------------
Harlan Munn
IMAGINE MEDIA LTD
FORM 10-K
EXHIBITS
EX-31
2
dec1010kexh314-11.txt
EXHIBIT 31
EXHIBIT 31
CERTIFICATIONS
I, Gregory Bloom, certify that:
1. I have reviewed this annual report on Form 10-K of Imagine Media Ltd;
2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15 and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or cause such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
d) disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting;
and
5. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of the 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 significant role in the registrant's internal control over
financial reporting.
April 14, 2011 /s/ Gregory Bloom
------------------------------
Gregory Bloom, Principal
Executive Officer
CERTIFICATIONS
I, Gregory Bloom, certify that:
1. I have reviewed this annual report on Form 10-K of Imagine Media Ltd;
2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15 and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or cause such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
d) disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting;
and
5. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of the 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 significant role in the registrant's internal control over
financial reporting.
April 14, 2011 /s/ Gregory Bloom
------------------------------
Gregory Bloom, Principal
Financial Officer
EX-32
3
dec1010kexh324-11.txt
EXHIBIT 32
EXHIBIT 32
CERTIFICATION
In connection with the Annual Report of Imagine Media, Ltd., on Form 10-K
for the year ending December 31, 2010 as filed with the Securities and Exchange
Commission (the "Report") Gregory Bloom, the Principal Executive and Financial
Officer of the Company, certifies, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the
best of his knowledge:
(1) The Report fully complies with the requirements 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 results of the Company.
Date: April 14, 2011 By:/s/ Gregory Bloom
-------------------------------------
Gregory Bloom, Principal Executive
Officer