-----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, MOz9vYfNQJkKgSZizCq7MbKTtVOj7tdVUSyJJVfO8177I261yhZCiPytYdN5r1N1 pVNHe6vM8+4iDXP15maQSA== 0001157523-06-006894.txt : 20060717 0001157523-06-006894.hdr.sgml : 20060717 20060717134350 ACCESSION NUMBER: 0001157523-06-006894 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060531 FILED AS OF DATE: 20060717 DATE AS OF CHANGE: 20060717 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EPIC MEDIA INC CENTRAL INDEX KEY: 0000859174 STANDARD INDUSTRIAL CLASSIFICATION: PERIODICALS: PUBLISHING OR PUBLISHING AND PRINTING [2721] IRS NUMBER: 330735929 STATE OF INCORPORATION: CA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-50579 FILM NUMBER: 06964377 BUSINESS ADDRESS: STREET 1: 9756 CHARLEVILLE BLVD SUITE B CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 310-922-7773 MAIL ADDRESS: STREET 1: 9756 CHARLEVILLE BLVD SUITE B CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL ENVIRONMENTAL TECHNOLOGIES INC DATE OF NAME CHANGE: 19900112 10QSB 1 a5189130.txt EPIC MEDIA, INC. 10QSB UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-QSB (Mark One) |X| Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended May 31, 2006 |_| Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act For the transition period from _____________ to _______________ Commission File Number 000-505-79 EPIC MEDIA, INC. (Exact Name of Small Business Issuer as Specified in Its Charter) California 33-0735929 (State or Other Jurisdiction of (IRS Employer Incorporation or Organization) Identification No.) 2049 Century Park East, Suite 1920 90067 Los Angeles, CA (Zip Code) (Address of Principal Executive Offices) (310) 691-8800 (Issuer's Telephone Number, Including Area Code) 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 |_| APPLICABLE ONLY TO CORPORATE ISSUERS The number of shares of the issuer's common equity outstanding as of July 14, 2006 was 22,839,260 shares of common stock, par value $.0001. Transitional Small Business Disclosure Format: Yes |X| No |_| ================================================================================ i TABLE OF CONTENTS PART I. FINANCIAL INFORMATION Page Item 1. Financial Statements Condensed Consolidated Unaudited Balance Sheet as of May 31, 2006 4 Condensed Consolidated Unaudited Statements of Operations for the Three-Month Period Ended May 31, 2006 5 Condensed Consolidated Unaudited Statements of Cash Flows for the Three-Month Period Ended May 31, 2006 7 Notes to the Condensed Consolidated Unaudited Financial Statements 8 Item 2. Management's Discussion and Analysis 14 Item 3. Controls and Procedures 15 PART II OTHER INFORMATION Item 1. Legal Proceedings 15 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. 16 Item 3. Defaults Upon Senior Securities 16 Item 4. Submission of Matters to a Vote of Security Holders 16 Item 5. Other Information 16 Item 6. Exhibits 17 ================================================================================ ii PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS MOORE & ASSOCIATES, CHARTERED ACCOUNTANTS AND ADVISORS ------------------------ PCAOB REGISTERED Epic Media Inc. 2049 Century Park East, Suite 1920 Los Angeles, CA 90067 We have reviewed the accompanying balance sheet of Epic Media Inc. as of May 31, 2006, and the related statements of income, retained earnings, and cash flows for the six months then ended, in accordance with the standards of the Public Company Accounting Oversight Board (United States). All information included in these financial statements is the representation of the management of Epic Media Inc. A review consists principally of inquiries of company personnel and analytical procedures applied to financial data. It is substantially less in scope than an audit in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the financial statements in order for them to be in conformity with generally accepted accounting principles. The accompanying financial statements have been prepared assuming that the company will continue as a going concern. As discussed in the notes to the financial statements, the Company has no established source of revenue and no operations. This raises 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 this uncertainty. /s/ Moore & Associates, Chartered - --------------------------------- Moore & Associates, Chartered Las Vegas, Nevada June 28, 2006 2675 S. JONES BLVD. SUITE 109, LAS VEGAS, NEVADA 89146 ====================================================== (702) 253-7511 Fax: (702)253-7501 ================================= 3 Epic Media, Inc. (A Development Stage Company) Balance Sheets -------------- (Unaudited) ASSETS ------ May 31, 2006 November 30, (Unaudited) 2005 ----------- ----------- Current Assets Cash $ 12,081 $ - Prepaid Expense 48,406 ----------- ----------- Total Current Assets 60,487 - Equipment - Net 25,971 Internet Portal - Net 120,000 - ----------- ----------- Total Assets $ 206,458 $ - =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ Current Liabilities Taxes Due - 8,362 Due to Related Parties 666,151 130,834 ----------- ----------- Total Liabilities 666,151 139,196 ----------- ----------- Stockholders' Equity Common Stock, authorized 100,000,000 shares, no par value, issued and outstanding on May 31, 2006 and November 30, 2005 is 22,839,260 and 22,789,260 shares respectively 96,617 76,767 Subscriptions Receivable - - Deficit Accumulated During the Development Stage (556,310) (215,963) ----------- ----------- Total Stockholders' Equity (459,693) (139,196) ----------- ----------- Total Liabilities and Stockholders' Equity $ 206,458 $ - ----------- ----------- The accompanying notes are an integral part of these statements 4 Epic Media, Inc. (A Development Stage Company) Statements of Operations ------------------------ (Unaudited)
Six Months Ended Three Months Ended December 11, --------------------------------------------------------------- 1996 May 31, May 31, May 31, May 31, (Inception) to 2006 2005 2006 2005 May 31, 2006 ------------------------------------------------------------------------------------ Revenue from Discontinued Operations $ - $ - $ - $ - $ 44,173 Expenses General and Administrative 280,107 9,370 236,894 5,183 348,057 Advertising - 3,274 3,274 55,587 Rent 22,278 11,289 22,278 Consulting 30,850 19,850 30,850 Investor Relations 80,000 Depreciation Expense 2,693 2,076 7,538 Corporate Taxes 1,600 1,600 10,462 Professional Fees 2,819 925 2,819 - 45,711 ---------- ---------- ---------- ---------- ----------- Total Expenses 340,347 13,569 274,528 8,457 600,483 ---------- ---------- ---------- ---------- ----------- Net (Loss) $ (340,347) $ (13,569) $ (274,528) $ (8,457) $ (556,310) ========== ========== ========== ========== =========== Basic and Diluted (Loss) per Share a a a a a ---------- ---------- ---------- ---------- ---------- Weighted Average Number of Shares 22,797,457 22,797,260 22,797,457 22,797,260 22,797,457 ---------- ---------- ---------- ---------- -----------
a = Less than ($0.01) per share The accompanying notes are an integral part of these statements 5 Epic Media, Inc. (A Development Stage Company) Statement of Stockholders' Equity --------------------------------- (Unaudited) December 11, 1996 (Inception) to May 31, 2006
Common Stock ------------------------- Subscriptions Accumulated Total Shares Amount Receivable Deficit Equity --------------------------------------------- ----------- ----------- Common Shares issued to Founders on 12 December 1996 at $0.001 15,250,000 $ 15,000 $ $ - $ 15,000 Net (Loss) (7,011) (7,011) ---------- --------- ---------- ----------- ----------- Balance, November 30, 1997 15,250,000 15,000 - (7,011) 7,989 Common Shares subscribed on 30 November 1998 at $0.50 10,000,000 5,000,000 (5,000,000) Net (Loss) (8,789) (8,789) ---------- --------- ---------- ----------- ----------- Balance, November 30, 1998 25,250,000 5,015,000 (5,000,000) (15,800) (800) Net (Loss) (1,031) (1,031) ---------- --------- ---------- ----------- ----------- Balance, November 30, 1999 25,250,000 5,015,000 (5,000,000) (16,831) (1,831) Net (Loss) (1,262) (1,262) ---------- --------- ---------- ----------- ----------- Balance, November 30, 2000 25,250,000 5,015,000 (5,000,000) (18,093) (3,093) Net (Loss) (1,498) (1,498) ---------- --------- ---------- ----------- ----------- Balance, November 30, 2001 25,250,000 5,015,000 (5,000,000) (19,591) (4,591) Net (Loss) (1,725) (1,725) ---------- --------- ---------- ----------- ----------- Balance, November 30, 2002 25,250,000 5,015,000 (5,000,000) (21,316) (6,316) Net (Loss) (1,246) (1,246) ---------- --------- ---------- ----------- ----------- Balance, November 30, 2003 25,250,000 5,015,000 (5,000,000) (22,562) (7,562) Payment of expense by cancellation of Subscription Receivable (4,955,899) 5,000,000 44,101 Surrender of Common Shares (2,500,000) - Net (Loss) (52,880) (52,880) ---------- --------- ---------- ----------- ----------- Balance, November 30, 2004 22,750,000 59,101 - (75,442) (16,341) Common Stock issued for service on 9 November 2005 at $0.45 39,260 17,666 17,666 Net (Loss) (140,521) (140,521) ---------- --------- ---------- ----------- ----------- Balance, November 30, 2005 22,789,260 76,767 - (215,963) (139,196) Common Stock issued for service on 1 May 2006 at $0.397 50,000 19,850 19,850 Net (Loss) (340,347) (340,347) ---------- --------- ---------- ----------- ----------- Balance, May 31, 2006 22,839,260 $ 96,617 $ - (556,310) $ (459,693) ========== ========= ========== =========== ===========
On June 29, 2005 the company executed a 10:1 forward stock split that has been retroactive applied to this statement. The accompanying notes are an integral part of these statements 6 Epic Media, Inc. (A Development Stage Company) Statements of Cash Flows ------------------------ (Unaudited)
Six Months Ended Three Months Ended December 11 ------------------------------------------------------ 1996 May 31, May 31, May 31, May 31, (Inception) to 2006 2005 2006 2005 May 31, 2006 -------------------------------------------------------------------------- Operating Activities Net (Loss) $ (340,347) $ (13,569) $(274,528) $ (8,457) $ (556,310) Adjustments to Net (Loss): Stock Issued for services 19,850 - 19,850 - 81,617 Depreciation 2,693 - 2,076 - 2,693 Changes in Operating Assets and Liabilities (Increase)/Decrease in Prepaid Expense (48,406) - 6,539 - (48,406) Increase/(Decrease) in Accounts Payable (8,362) - - -------------------------------------------------------------------------- Net Cash (Used) by Operating Activities (374,572) (13,569) (246,063) (8,457) (520,406) -------------------------------------------------------------------------- Investing Activities Internet Portal (120,000) (120,000) (120,000) Purchase of equipment (28,664) - (6,465) - (28,664) ------------------------------------------------------------------------- Net Cash Used by Investing Activities (148,664) - (126,465) - (148,664) ------------------------------------------------------------------------- Financing Activities Proceeds from Related Party 535,317 13,569 362,523 8,457 666,151 Proceeds from sale of Common Stock - - 15,000 -------------------------------------------------------------------------- Cash Provided by Financing Activities 535,317 - 362,523 - 681,151 -------------------------------------------------------------------------- Net Increase in Cash 12,081 - (10,005) - 12,081 Cash, Beginning of Period - - 22,086 - - -------------------------------------------------------------------------- Cash, End of Period $ 12,081 $ - $ 12,081 $ - $ 12,081 ========================================================================== Supplemental Information: Interest Paid $ - $ - $ - $ - $ - Income Taxes Paid $ - $ - $ - $ - $ -
The accompanying notes are an integral part of these statements 7 EPIC Media, Inc. (A Development Stage Company) NOTES TO UNAUDITED FINANCIAL STATEMENTS (As of May 31, 2006 and November 31, 2005) NOTE 1. GENERAL ORGANIZATION AND BUSINESS EPIC Media, Inc. (A Development Stage Company) was incorporated on December 11, 1996 under the laws of the State of California as "International Environmental Technologies, Inc." On February 14, 2004 the Company reorganized and changed its name to EPIC Media, Inc. The Company is considered to be in the development stage in accordance with SFAS #7. EPIC Media, Inc. is a multimedia company founded to develop and package information into marketable print and digital products. NOTE 2. DISCONTINUED OPERATIONS AND REORGANIZATION In 1996, the Company secured distribution rights to the Automatic Mechanical Variable Ratio Transmission (AMVRT) system from VRT Inc. by issuing a note in the amount of $3,000,000. It began marketing the AMVRT in 1998 and reported revenue of $44,173 with an associated net loss through November 30, 2001 of $19,591. In January 1999, because of VRT Inc.'s inability to perform, the Company ended its relationship with VRT by returning the AMVRT distribution rights for its $3,000,000 note that was promptly cancelled. The Company discontinued operations and began a process of reorganization. In February 2004 the company purchased all rights including copyrights, trademarks, websites and samples to two magazines entitled "EVERYTHING for Men" and "EVERYTHING for Women" from Epic Media, Inc. an Oregon corporation and publisher. NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES Accounting Basis - ---------------- 8 These financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America. Management Certification - ------------------------ The financial statements and notes herein are certified by the officers of the Company to present fairly, in all material respects, the financial position, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States of America, consistently applied. Cash and Cash Equivalents - ------------------------- For the purpose of the statement of cash flows, cash equivalents include all highly liquid investments with maturity of three months or less. Dividends - --------- The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during the period shown. Income Taxes - ------------ The Company provides for income taxes under Statement of Financial Accounting Standards NO. 109, "Accounting for Income Taxes." SFAS No. 109 requires the use of an asset and liability approach in accounting for income taxes. SFAS No. 109 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. No provision for income taxes is included in the statement due to its immaterial amount, net of the allowance account, based on the likelihood of the Company to utilize the loss carry-forward 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 of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Net Income Per Common Share - --------------------------- Net income (loss) per common share is computed based on the weighted average number of common shares outstanding and common stock equivalents, if not anti-dilutive. The Company has not issued any potentially dilutive common shares. 9 Revenue and Cost Recognition - ---------------------------- The Company has no current source of revenue; therefore the Company has not yet adopted any policy regarding the recognition of revenue or cost. Advertising - ----------- Advertising costs are expensed when incurred. Advertising for year ended November 30, 2005 is $11,486. NOTE 4. STOCKHOLDERS' EQUITY Common Stock - No Par Value - --------------------------- On June 15, 2005 the Company increased its authorized no-par common stock to 100,000,000 shares. On December 11, 1996, the company issued 1,525,000 pre-split shares of its no par value common stock for $15,000 to the founders of the Company. On November 30, 1998, the Company issued 1,000,000 pre-split shares of its no par value common stock for $5,000,000 subscription receivable from one of the founders in the Company's 1998 Regulation A Offering. On February 14, 2004, the Company cancelled the $5,000,000 subscription receivable note in exchange for advertising services valued at $44,101 from one of its shareholders. The capital stock account was reduced by $4,955,899. On May 30, 2004, one of the founders returned 250,000 pre-split shares of the Company's no par value common stock. On June 29, 2005 the Company authorized and executed a 10:1 forward stock split bringing the total issued and outstanding shares to 22,750,000. The forward split has been retroactively applied to the accompanying statements. On November 9, 2005 the Company issued 39,260 post-split common shares for services valued at $17,666. On May 1, 2006 the Company issued 50,000 post-split common shares for services valued at $19,850 based on three months average bid price of $0.397 per share. 10 NOTE 5. RELATED PARTY TRANSACTIONS On 14 February 2004 advertising services valued at $44,101 were provided to the Company by one of its founders. Consideration given for the advertising was the cancellation of a $5,000,000 subscription receivable note originally issued for the purchase of 1,000,000 pre-split shares of the companies no par value common stock. As determined by the board of directors, on May 30, 2004 the shareholder also surrendered 250,000 pre-split shares of no par value common stock. The capital stock account was reduced by $4,055,899 ($5,000,000 - $44,101). As of May 31, 2006, $666,151 is owed to two shareholders for advances made to the Company. The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities that become available. They may face a conflict in selecting between the Company and other business interests. The Company has not formulated a policy for the resolution of such conflicts. NOTE 6. GOING CONCERN The accompanying financial statements have been prepared assuming that the company will continue as a going concern. The Company has no established source of revenue. This raises substantial doubt about the Company's ability to continue as a going concern. Without realization of additional capital, it would be unlikely for the Company to continue as a going concern. The financial statements do not include any adjustments that might result from this uncertainty. The Company's activities to date have been supported by equity financing. It has sustained losses in all previous reporting periods with an inception to date loss of $556,310 as of May 31, 2006. Management continues to seek funding from its shareholders and other qualified investors to pursue its business plan. In the alternative, the Company may be amenable to a sale, merger or other acquisition in the event such transaction is deemed by management to be in the best interests of the shareholders. NOTE 7. PROVISION FOR INCOME TAXES The Company provides for income taxes under Statement of Financial Accounting Standards NO. 109, Accounting for Income Taxes. SFAS No. 109 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. SFAS No. 109 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In the Company's opinion, it is uncertain whether they will generate sufficient taxable income in the future to fully utilize the net deferred tax asset. Accordingly, a valuation allowance equal to the deferred tax asset has been recorded. The total 11 deferred tax asset is $122,388, which is calculated by multiplying a 22% estimated tax rate by the items making up the deferred tax account, the NOL of $556,310. The total valuation allowance is a comparable $122,388. The provision for income taxes is comprised of the net changes in deferred taxes less the valuation account plus the current taxes payable as shown in the chart below for the period ended May 31, 2006: Net changes in Deferred Tax Benefit less valuation account $0.00 Current Taxes Payable 0.00 ------ Net Provision for Income Taxes $0.00 ====== The Company has not filed any federal income returns since inception. NOTE 8. THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS Below is a listing of the most recent accounting standards SFAS 150-154 and their effect on the Company. Statement No. 150 Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity (Issued 5/03) This Statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. Statement No. 151 Inventory Costs-an amendment of ARB No. 43, Chapter 4 (Issued 11/04) This statement amends the guidance in ARB No. 43, Chapter 4, Inventory Pricing, to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). Paragraph 5 of ARB 43, Chapter 4, previously stated that "...under some circumstances, items such as idle facility expense, excessive spoilage, double freight and re-handling costs may be so abnormal ass to require treatment as current period charges...." This Statement requires that those items be recognized as current-period charges regardless of whether they meet the criterion of "so abnormal." In addition, this Statement requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. Statement No. 152 Accounting for Real Estate Time-Sharing Transactions (an amendment of FASB Statements No. 66 and 67) 12 This Statement amends FASB Statement No. 66, Accounting for Sales of Real Estate, to reference the financial accounting and reporting guidance for real estate time-sharing transactions that is provided in AICPA Statement of Position (SOP) 04-2, Accounting for Real Estate Time-Sharing Transactions. This Statement also amends FASB Statement No. 67, Accounting for Costs and Initial Rental Operations of Real Estate Projects, states that the guidance for (a) incidental operations and (b) costs incurred to sell real estate projects does not apply to real estate time-sharing transactions. The accounting for those operations and costs is subject to the guidance in SOP 04-2. Statement No. 153 Exchanges of Non-monetary Assets (an amendment of APB Opinion No. 29) The guidance in APB Opinion No. 29, Accounting for Non-monetary Transactions, is based on the principle that exchanges of non-monetary assets should be measured based on the fair value of the assets exchanged. The guidance in that Opinion, however, includes certain exceptions to the principle. This Statement amends Opinion 29 to eliminate the exception for non-monetary exchanges of similar productive assts and replaces it with a general exception for exchanges of non-monetary assets that do not have commercial substance. A non-monetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. Statement No. 154 - Accounting Changes and Error Corrections (a replacement of APB Opinion No. 20 and FASB Statement No. 3) This Statement replaces APB Opinion No. 20, Accounting Changes, and FASB Statement No. 3, Reporting Accounting Changes in Interim Financial Statements, and changes the requirements for the accounting for and reporting of a change in accounting principle. This Statement applies to all voluntary changes in accounting principle. It also applies to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. When a pronouncement includes specific transition provisions, those provisions should be followed. The adoption of these new Statements is not expected to have a material effect on the Company's current financial position, results or operations, or cash flows. 13 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS After careful consideration the management of Epic Media has decided to discontinue the operations of the proposed magazine business. The management believed the proposed magazines no longer represent a profitable venture for the Company based on the proposed budgets, the inability to hire effective talent in the Los Angeles area, along with many other factors. On April 6, 2006, the Magazine Division of EPIC Media Inc. otherwise referred to as Everything For Men Magazine and Everything for Women ceased operation. EPIC Media Inc. will continue to manage and finance the Internet and Television Divisions of the company. Since the ceasing of the magazine operation the Company has focused primarily on realigning its other business divisions. The prototype phase (Proof of Concept / Alpha) of the Internet portal is on track to meet its scheduled roll out date of July 14, 2006. Cautionary statement identifying important factors that could cause our actual results to differ from those projected in forward looking statements. Pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, readers of this report are advised that this document contains both statements of historical facts and forward looking statements. Forward looking statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from those indicated by the forward looking statements. Examples of forward looking statements include, but are not limited to (i) projections of revenues, income or loss, earnings per share, capital expenditures, dividends, capital structure and other financial items, (ii) statements of our plans and objectives with respect to business transactions and enhancement of shareholder value, (iii) statements of future economic performance, and (iv) statements of assumptions underlying other statements and statements about our business prospects. Our operating results showed a increase in general expenses and no increase in revenues for the three-month period ended May 31, 2006 as compared to the same period in 2005. Three Months Summary of Operations Ended May 31, ------------------------ 2006 2005 ------------------------ Revenues 0 0 Cost of Revenue -- -- Gross Income (Loss) 0 0 Reversal of variable stock options expense -- -- Selling, General and Administrative Costs $ 274,528 $ 8,457 Operating (Loss) $(274,581) $ (8,457) Other Income (Expense) 0 0 Interest Expense -- -- Net (Loss) $(274,581) $ (8,457) ========== ========== 14 ITEM 3. CONTROLS AND PROCEDURES (a) Under the supervision and with the participation of our principal executive officer and principal financial officer, we conducted an evaluation of the design and operation of our disclosure controls and procedures, as such term is defined under Rules 13a-14(c) and 15d-14(c) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), within 90 days of the filing date of this report. Based on that evaluation, our principal executive officer and our principal financial officer concluded that the design and operation of our disclosure controls and procedures were effective to ensure that information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms. (b) In addition, there were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the Evaluation Date, including any corrective actions with regard to significant deficiencies and material weaknesses. PART II - OTHER INFORMATION Item 1. Legal Proceedings On April 20, 2006, Wendy A. Klenk, a former employee, filed a lawsuit against EPIC Media, Inc. in the Superior Court of the State of California, County of Los Angeles entitled Wendy A. Klenk v. EPIC Media, Inc., Nicholas A. Czuczko, et al. (Case No. SC089402). The complaint alleges failure to pay wages, breach of contract, promissory estoppel, fraud, violation of California Labor Code Section 970, and negligent misrepresentation arising out of the termination of her employment on or about April 20, 2006. The complaint seeks compensatory, general, special, double, and punitive damages, civil penalties, wages owed, interest, attorneys' fees, and costs. On June 14, 2006, EPIC Media, Inc. filed a demurrer to the complaint, which is set for hearing on September 19, 2006. EPIC Media, Inc. denies the allegations and plans on defending against the allegations vigorously. On May 24, 2006, Nelson Anderson, Ginny Chien, and Rob Hill, former employees, filed a lawsuit against EPIC Media, Inc. in the Superior Court of the State of California, County of Los Angeles entitled Nelson Anderson, Ginny Chien, Rob Hill v. EPIC Media, Inc., Nicholas Czuczko, et al. (Case No. BC352917). The complaint alleges intentional and negligent deceit, violation of 15 California Labor Code Section 970, breach of contract, promissory estoppel, intentional and negligent interference with prospective economic advantage, negligence, and waiting time penalties under California Labor Code Section 203 arising out of the termination of their employment on or about April 20, 2006. The complaint seeks compensatory, special, incidental, double, and punitive damages, penalties, interest, attorneys' fees, and costs. EPIC Media, Inc.'s response to the complaint is currently due July 27, 2006. EPIC Media, Inc. denies the allegations and plans on defending against the allegations vigorously. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds None. Item 3. Defaults on Senior Securities None. Item 4. Submission of Matters to Vote of Security Holders None. Item 5. Other Information None. Item 6. Exhibits The following exhibits are either attached hereto or incorporated herein by reference as indicated: Exhibit Number Description - ------------- ---------------------------------------------------------------- 31 Certification of Chief Executive and Chief Financial Officer pursuant to SEC Release No. 33-8238, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32 Certification of Chief Executive and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ================================================================================ SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. EPIC MEDIA, INC. Dated: July 11, 2006 /s/ Nicholas A. Czuczko -------------------------------- Nicholas A. Czuczko Chief Executive Officer and Chief Financial Officer 16 ================================================================================ EXHIBIT INDEX Exhibit Number Description - ------------- ---------------------------------------------------------------- 31 Certification of Chief Executive and Chief Financial Officer pursuant to SEC Release No. 33-8238, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32 Certification of Chief Executive and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ================================================================================ 17 EX-31 2 a5189130ex31.txt EXHIBIT 31 Exhibit 31 CERTIFICATION PURSUANT TO SECTION 302 OF SARBANES-OXLEY I, Nicholas A. Czuczko, Chief Executive Officer and Chief Financial Officer of Epic Media, Inc., certify that: 1. I have reviewed this Quarterly Report on Form 10-QSB of Epic Media, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(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)) 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) 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 c) 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 officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function); 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: July 11, 2006 /s/ Nicholas A. Czuczko -------------------------------- Nicholas A. Czuczko Chief Executive Officer and Chief Financial Officer 18 EX-32 3 a5189130ex32.txt EXHIBIT 32 Exhibit 32 CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Nicholas A. Czuczko, the Chief Executive Officer and Chief Financial Officer of Epic Media, Inc., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Epic Media, Inc. on Form 10-QSB for the quarter ended May 31, 2006 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-QSB fairly presents in all material respects the financial condition and results of operations of Epic Media, Inc. Date: July 11, 2006 /s/ Nicholas A. Czuczko -------------------------------- Nicholas A. Czuczko Chief Executive Officer and Chief Financial Officer 19 -----END PRIVACY-ENHANCED MESSAGE-----