Item 1.
Description of Business.
FORWARD-LOOKING STATEMENTS
This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
Company
Overview
We were incorporated on September 25, 2013 in the State of Nevada. We have never been involved in any reclassification, merger, consolidation or purchase or sale of a significant amount of assets nor have we ever declared bankruptcy, been in receivership, or been involved in any legal action or proceedings.
The business
Pacman Media is a new venture, which aims to specialize in the creation of mobile apps (applications) to be used on smartphones, tablet computers and any other mobile devise. We are likely to face potential challenges, risks and uncertainties, such as situations stated in our section titled Risk Factors, this situations could have adverse material effect on our company therefore negative outcome for our investors.
Apps are a relatively new phenomenon, first made available to customers in a meaningful way with the launch of the Apple App Store in 2008.
Our believe is that frequently, a mobile app is simply a ‘stripped-down’ version of a desktop computer program, able to fulfill the basic functions but missing the more advanced features. At other times a mobile app, like Skype for example, fulfills pretty much all the same functions as the version on your laptop.
We think that the market is seeing a category of app that is specifically designed for use on a smartphone; taking into account a phone’s limitations - keyboard typing but exploiting its strengths - mobility. This too will be the focus of Pacman Media - the creation of apps specifically designed for iPhone users to the extent that the app may be almost pointless on a desktop computer.
Our independent auditor has issued an audit opinion, which includes a statement expressing substantial doubt as to our ability to continue as a going concern.
Our apps
Pacman Media intends to specialize in voice activated apps and we have three distinct voice activated concepts that we plan to design and launch. We believe that voice recognition technology is an exciting area, still could be in its infancy but maybe with boundless potential and opportunity. We believe this area best fulfills our strategy of designing apps with phone users in mind and these apps will also be useful for iPad or tablet users because, like phones, these devises are relatively mobile, meaning one could use them when ‘out and about’.
After research Pacman Media have set sights on Dragon dictation software as we decided it is the best technology on the market to power our apps and ensure that they work.
We aim to have apps that are voice activated, meaning that they respond to audio commands. Specifically we intend to exploit the transcription functions of Dragon dictation to streamline the implementation of common tasks in the film and television industries. During the preparation of a film, typically known as pre-production, crew members from all departments of the production, take notes when viewing a potential filming location for example. Many take notes by speaking into a dictaphone, which they then have to transcribe at a later point in order to review their notes. Our apps intend to save customer this trouble and therefore save him or her time and energy, basically streamline this process.At Pacman Media we plan to hire a team who have backgrounds in the film and television creative industries and so appreciate and understand how our apps will be extremely useful to fellow media professionals.
Creating the apps
Developing apps with commercial intent using Dragon software will require purchasing the Dragon license, which costs $10,000.00. This is a one off payment after which Pacman Media will be free to exploit Dragon dictation software for all commercial purposes until ‘the end of time’.
Pacman Media will also require the services of a software development team. After careful research we have settled on The Future who we believe have a track record developing voice apps. Their development fee on our three showcase apps will range from $9000 - $15,000 depending on the project.
Launching the apps
Once an app is finished and ready to go to market it will be launched via the Apple App Store, which gives us access to a iPhone and iPad users worldwide, from the United States to United Kingdom to Japan, China to Europe. 30 percent of revenue from the store goes to Apple, and 70 percent goes to the producer of the app (minus an annual USD$99.00 development fee to Apple).
Pacman Media also planning to launch a promotional campaign to raise awareness of the unique features of each app. This may be done using celebrated artists, or industry professionals, where appropriate and all aspects of social media. In addition Pacman Media will try to lobby trade publications that specialize in reviewing new apps and technology, with a view to receiving positive coverage and greater exposure.
We plan to operate and sell our apps in English speaking countries, primarily the United States, the United Kingdom, Canada, Australia, South Africa and New Zealand. If our launch in these territories is successful we will consider a second launch in non-English speaking territories, which will involve translating and rebuilding the apps in Russian, Japanese or Chinese for example. In this scenario we would also have to examine the best platform for selling our apps, which may not involve the Apple Store who have run into repeated difficulties regarding their business operations in China. Lunching our apps in bureaucratically strenuous country like Russia can bring additional challenges such as working out specific government regulations, potential political and economic instability, language barrier and similar issues and risks typical for a very foreign market.
Price
Many apps are free. Companies may pursue this strategy to showcase their products in the hope of securing future investment. Apps that charge for downloading range anywhere from under $1 to over $100. Typically an app will be in the $5 - $8 region.
We think that unlike mass use apps like ‘Angry Birds’ Pacman Media apps will be specialized and catered towards industry professionals, specifically professionals in the film and television creative industries as well as those aspiring to join their ranks such as film and media students. As such our apps will be in the region of $10.
Related business
In promoting our apps we will be harnessing the power of social media and this is something we might be good at. As such we will also seek opportunities to provide our social media services and skills for others at a fee. We think that social media has become an ever growing and ever crucial component of advertising and Pacman Media will be utilizing twitter, facebook and youtube to promote our app. Despite its relative low cost, an effective social media campaign still requires specialized skill and strategy to run successfully. Our President David Evans has experience in this area and once we are able to demonstrate the successful launch of Pacman Media by harnessing the power of social media we might be able to raise revenue by offering these skills out to other companies and brands for a fee. Specifically we are talking about running a twitter feed, with constant updates relating to the linear progression of a brand’s release to the public and a facebook page where we will aggressively pursue ‘likes,’ ‘friends’ and lengthier updates. In addition we are considering running a youtube channel that will provide a platform to release promotional videos.
Major Risk
The market is saturated with mobile apps. We researched the data available, which shows most recent statistic only as of June 2014, there were more than 1,200,000 apps available for download from the Apple Store, this is according to the website that the we came across called Tech Crunch, found at the following web link: http://techcrunch.com/2014/06/02/itunes-app-store-now-has-1-2-million-apps-has-seen-75-billion-downloads-to-date/. This may mean that the market is saturated and the difficulty to stand out from the crowd is present.
An additional risk is that one can launch an app that has some success but then it is copied by bigger companies with more resources or an established presence on the market and improved upon leading to loss of market share. This seems to be a common occurrence with several similar type apps launched within months of each other and becoming fierce competitors.
However, taken from our further research on the various unrelated to our company Internet websites, for comparison there were 900,000 available for download in June 2013.In July 2009 there were .01 billion apps downloaded.
By October 2014 this had risen to 85 billion apps downloaded from the Apple Store (cumulative).
The trick is to stand out from the crowd, facilitating a groundswell of support that goes ‘viral’.
Mission
Our aim is facilitating a groundswell of support that goes ‘viral’.
Description of Property
We do not currently own any property. We are currently operating out of the premises of our President, on a rent-free basis. We consider our current principal office space arrangement adequate.
Non-cash assets.
Pacman Media Inc. owns a website with domain address www.pacmanmedia.net. The value to the Company’s adds a full business plan with a detailed 12 months Plan of Operations.
We have a Consulting Agreement with Laetitia Lawrence, which is in effect from November 23, 2014.
We are a development stage company that seeks to identify and acquire assets or a business that we believe will provide opportunities for growth and generation of income for the Company.
Item 1A.
Item 1A.
Risk Factors.
Not applicable to smaller reporting companies.
Item 1B.
Item 1B.
Unresolved Staff Comments.
We do not have unresolved staff comments
Item 2
Item 2
Description of Properties
We do not own any real property.
Item 3.
Item 3.
Legal proceedings.
We are not party to any legal proceedings and to our knowledge no such proceedings are threatened or contemplated.
Item 4.
Item 4.
Mine Safety Disclosures.
Not applicable.
PART II
Item 5.
Item 5.
Market for Common Equity and Related Stockholder Matters.
DETERMINATION OF OFFERING PRICE
There is no established market for our stock. The offering price of the shares has been determined arbitrarily by us. The price does not bear any relationship to our assets, book value, earnings, or other established criteria for valuing a privately held company. In determining the number of shares to be offered and the offering price, we took into consideration our capital structure and the amount of money we would need to implement our business plans. Accordingly, the offering price should not be considered an indication of the actual value of our securities.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Upon the effectiveness of the registration statement of which this prospectus forms a part, we intend to seek a market maker to file an application with the FINRA to have our stock quoted on the OTC Bulletin Board. However, we cannot assure you that our shares will be quoted on the OTC Bulletin Board or, if quoted, that a public market will materialize.
The Securities and Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally 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 such securities is provided by the exchange or quotation system. The penny stock rules require a broker-dealer,
prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the Securities and Exchange Commission, that:
a. contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;
b. contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the securities laws;
c. contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price;
d contains a toll-free telephone number for inquiries on disciplinary actions;
e. defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and
f. contains such other information and is in such form, including language, type, size and format, as the Securities and Exchange Commission shall require by rule or regulation.
The broker or dealer also must provide, prior to effecting any transaction in a penny stock, the customer with:
(a) bid and offer quotations for the penny stock;
(b) the compensation of the broker-dealer and its salesperson in the transaction;
(c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and
(d) a monthly account statement showing the market value of each penny stock held in the customer’s account.
In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a suitably written statement.
These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock. Therefore, if our common stock becomes subject to the penny stock rules, stockholders may have difficulty selling those securities.
Holders
We had 36 shareholders of our common stock as of October 31, 2018.
Securities Authorized For Issuance under Equity Compensation Plans
We do not have any securities authorized for issuance under any equity compensation plans.
Penny Stock Regulation
The SEC has adopted regulations which generally define “penny stock” to be any equity security that has a market price (as defined) of less than $5.00 per share or an exercise price of less than $5.00 per share. Such securities are subject to rules that impose additional sales practice requirements on broker-dealers who sell them. For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchaser of such securities and have received the purchaser’s written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the transaction, of a disclosure schedule prepared by the SEC relating to the penny stock market. The broker-dealer also must disclose the
commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, among other requirements, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. As the Shares immediately following this Offering will likely be subject to such penny stock rules, purchasers in this Offering will in all likelihood find it more difficult to sell their Shares in the secondary market.
DIVIDEND POLICY
We have not paid any cash dividends to shareholders. The declaration of any future cash dividends is at the discretion of our board of directors and depends upon our earnings, if any, our capital requirements and financial position, general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.
OTHER STOCHOLDER MATTERS
None.
Item 6.
Item 6.
Selected financial data
Not applicable.
Item 7.
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
Under SEC Rule 12b-2 under the Securities Exchange Act of 1934, as amended, the Company has been deemed a “shell company,” because it has no or nominal assets (other than cash) and no or nominal operations.
RESULTS OF OPERATIONS
We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.
We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.
FISCAL YEAR ENDED OCTOBER 31, 2018 COMPARED TO OCTOBER 31, 2017.
REVENUE
We have not recognized revenue for the year ended October 31, 2018 and 2017
OPERATING EXPENSES
We incurred operating expenses of $11,762 for year ended October 31, 2018, compare to $10,108 for the year ended October 31, 2017. Expenses incurred during the fiscal year ended October 31, 2018 as compared to period ended October 31, 2017 increased primarily due to the increased scale and scope of business operations.
NET LOSSES
Our net loss for the fiscal year ended October 31, 2018 was $(11,762) compared to a net loss of $(10,108) as of October 31, 2017.
LIQUIDITY AND CAPITAL RESOURCES
As of October 31, 2018, our total assets were $4,799 comprised of cash $1,542 and $ 3,257 website development. Our total liabilities were $8,180 comprised of a loan from director $1,680 and $6,500 account payable. As of October 31, 2017, our total assets were $12,461comprising of cash $ 7,044 and 5,417 website development. Our total liabilities were $ 8,180 comprised of a loan from director 1,680 and $ 6,500 account payable.
Shareholders’ equity has decreased from $ 4,281 as of October 31, 2017 to $(3,381) as of October 31, 2018.
The Company has accumulated a deficit of $ 31,657 as of October 31, 2018 and further losses are anticipated in the development of its business. Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern.
The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and, or, obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand, sales, loans from directors and, or, the private placement of common stock.
Because of the Company’s history of losses, its independent auditors, in the report on the financial statements for the year ended October 31, 2018 and October 31, 2017. The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that could result from the outcome of this uncertainty.
Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.
CASH FLOWS FROM OPERATING ACTIVITIES
We have not generated positive cash flows from operating activities. For the fiscal year ended October 31, 2018, net cash flows used in operating activities was $(11,762) compared to $ (2,525) for October 31, 2017.
CASH FLOWS FROM INVESTING ACTIVITIES
For the fiscal year ended October 31, 2018 we have not generated any cash flows from Investing activities; for the year ended October 31, 2017 we have generated negative cash flows of $6,500 from investing activities.
CASH FLOW FROM FINANCING ACTIVITIES
We have financed our operations primarily from the sale of shares of our common stock or by way of loan from our director. For the fiscal year ended October 31, 2018, net cash from financing activities was $4,100 consisting of share issuance. For the fiscal year ended October 31, 2017, we have generated $14,500 cash flows from financing activities.
PLAN OF OPERATION AND FUNDING
The Company currently has limited working capital, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.
Management anticipates that the Company will be dependent, for the near future, on funds from this offering to fund operating expenses. The Company intends to position it self so that it may be able to raise additional funds through the capital markets. Our ability to generate sufficient cash flow is dependent on our ability to execute distribution agreements with publishing authors and our ability to attract customers to purchase our product. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.
Prior to raising sufficient funds from this offering the management plans to fund any deficiencies in cash with management loans to the company.
GOING CONCERN
The Company has not generated any revenues and incurred a loss resulting in an accumulated deficit of $31,657 as of October 31, 2018 and further losses are anticipated in the development of its business. Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern.
The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and, or, obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over
the next twelve months with existing cash on hand, loans from directors and, or, the private placement of common stock.
Because of the Company’s history of losses, its independent auditors, in the reports on the financial statements for the October 31, 2018 expressed substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that could result from the outcome of this uncertainty.
Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.
OFF-BALANCE SHEET ARANGEMENTS
As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES
Use of Estimates and Assumptions
The preparation of financial statements in conformity with generally accepted accounting principles 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 revenues and expenses during the period. Actual results could differ from those estimates.
Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.
Cash and Cash Equivalents
The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.
Disclosures
ASC 825, “Disclosures about Fair Value of Financial Instruments”, requires disclosure of fair value information about financial instruments. ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of October 31, 2018.
The respective carrying values of certain on-balance-sheet financial instruments approximate their fair values. These financial instruments include cash, accrued liabilities and notes payable.
Fair values were assumed to approximate carrying values for these financial instruments since they are short term in nature and their carrying amounts approximate fair value.
Basic and Diluted Loss Per Share
The Company computes earnings (loss) per share in accordance with ASC 260-10-45 “Earnings per Share”, which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common stockholders by the weighted average number of outstanding common shares during the period. Diluted earnings (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive earnings (loss) per share excludes all potential common shares if their effect is anti-dilutive. The Company has no potential dilutive instruments, and therefore, basic and diluted earnings (loss) per share are equal.
Revenue Recognition
The Company will recognize revenue in accordance with Accounting Standards Codification No. 605, “Revenue Recognition” ("ASC-605"). ASC-605 requires that four basic criteria must be met before revenue can be recognized:
1. Persuasive evidence of an arrangement exists
2. Delivery has occurred
3 The selling price is fixed and determinable
4. Collectability is reasonably assured.
Determination of criteria (3) and (4) are based on management's judgment regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, or other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.
Recent Accounting Pronouncements
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.
Item 7A.
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk.
Not applicable to smaller reporting companies.
Item 8.
Item 8.
Financial Statements and Supplementary Data.
PACMAN MEDIA INC.
Report of Independent Registered Public Accounting Firm
Balance Sheets
Statements of Operations
Statements of Cash Flows
Statement of Changes In Stockholders’ Equity
Notes to the Financial Statements
MICHAEL GILLESPIE & ASSOCIATES, PLLC
CERTIFIED PUBLIC ACCOUNTANTS
10544 ALTON AVE NE
SEATTLE, WA 98125
206.353.5736
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Pacman Media Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Pacman Media Inc. as of October 31, 2018 and 2017 and the related statements of operations, changes in stockholder’s deficit and cash flows for the years then ended, and the related notes (collectively referred to as “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of October 31, 2018 and 2017 and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, 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. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note #2 to the financial statements, although the Company has limited operations it has yet to attain profitability. This raises substantial doubt about its ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note #2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/S/ MICHAEL GILLESPIE & ASSOCIATES, PLLC
We have served as the Company’s auditor since 2016.
Seattle, Washington
December 5, 2018
PACMAN MEDIA INC.
Balance Sheets
The accompanying notes are an integral part of these financial statements
PACMAN MEDIA INC.
Statements of Operations
(Audited)
The accompanying notes are an integral part of these financial statements.
PACMAN MEDIA INC.
Statement of cash flows
(Audited)
The accompanying notes are an integral part of these financial statements.
PACMAN MEDIA INC.
Statement of Changes In Stockholders’ Equity
From September 25, 2013 (Inception) to October 31, 2018
(Audited)
The accompanying notes are an integral part of these financial statements.
PACMAN MEDIA INC.
Notes to the Audited Financial Statements
October 31, 2018 and October 31, 2017
Notes to the Financial Statements
Note 1: Organization and Basis of Presentation
Pacman Media, Inc. (the “Company”) is a for profit corporation established under the corporation laws in the State of Nevada, United States of America on September 25, 2013. Our offices are located at Unit 8954, 483 Green Lanes, London N13 4BS, England, United Kingdom.
The Company intends to commence operations as a developer of mobile apps to be used on smartphones, tablet computes, and other mobile devices.
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Financial Statements and related disclosures as of October 31, 2017 are audited pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Unless the context otherwise requires, all references to “Pacman Media, Inc.,” “we,” “us,” “our” or the “company” are to Pacman Media, Inc.
Note 2: Going Concern
The accompanying financial statements and notes have been prepared assuming that the Company will continue as a going concern.
For the period ended October 31, 2018, the Company’s net loss from inception is $31,657. The Company’s ability to continue as a going concern is dependent upon the Company’s ability to generate sufficient revenues to operate profitably or raise additional capital through debt financing and/or through sales of common stock.
Note 3: Significant Accounting Policies and Recent Accounting Pronouncements
Use of Estimates and Assumptions
The preparation of financial statements in conformity with generally accepted accounting principles 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 revenues and expenses during the period. Actual results could differ from those estimates.
Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.
Cash and Cash Equivalents
PACMAN MEDIA INC.
Notes to the Audited Financial Statements
October 31, 2018 and October 31, 2017
The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.
Disclosures as of July 31, 2018 and 2017
ASC 825, “Disclosures about Fair Value of Financial Instruments”, requires disclosure of fair value information about financial instruments. ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of October 31, 2018.
The respective carrying values of certain on-balance-sheet financial instruments approximate their fair values. These financial instruments include cash, accrued liabilities and notes payable.
Fair values were assumed to approximate carrying values for these financial instruments since they are short term in nature and their carrying amounts approximate fair value.
Basic and Diluted Loss Per Share
The Company computes earnings (loss) per share in accordance with ASC 260-10-45 “Earnings per Share”, which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common stockholders by the weighted average number of outstanding common shares during the period. Diluted earnings (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive earnings (loss) per share excludes all potential common shares if their effect is anti-dilutive. The Company has no potential dilutive instruments, and therefore, basic and diluted earnings (loss) per share are equal.
Revenue Recognition
The Company will recognize revenue in accordance with Accounting Standards Codification No. 605, “Revenue Recognition” ("ASC-605"). ASC-605 requires that four basic criteria must be met before revenue can be recognized:
1. Persuasive evidence of an arrangement exists
2. Delivery has occurred
3. The selling price is fixed and determinable
4. Collectability is reasonably assured.
Determination of criteria (3) and (4) are based on management's judgment regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, or other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.
PACMAN MEDIA INC.
Notes to the Audited Financial Statements
October 31, 2018 and 2017
Recent Accounting Pronouncements
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.
Note 4: Legal Matters
The Company is not aware of any legal issues pending.
Note 5: Debt
From September 25, 2013 through October 31, 2018, Dave Evans, the sole director and President of the Company, provided loans to the Company totaling $1,680, which is being carried as a note payable. The loan is non-interest bearing, unsecured and due upon demand.
Note 6: Capital Stock
On September 25, 2013 the Company authorized 75,000,000 shares of commons stock with a par value of $0.001 per share.
During the years of October 2014 and 2015 the Company issued 4,000,000 common shares for cash proceeds of $4,000.
During the year of October 31, 2016 the Company issued 400,000 common shares at $0.01 for cash proceeds of $4,000.
During the year of October 31 2017, the Company issued 1,720,000 common shares at $0.01 per share for cash proceeds of $17,200.
During the year of October 31, 2018, the Company issued 140,000 common shares at $0.01 per share for cash proceeds of $1,400.
As of October 31, 2018 there were 6,260,000 shares of common stock issued and outstanding.
As of October 31, 2018 there were no outstanding stock options or warrants.
Note 8: Income Taxes
As of October 31, 2018, the Company had net operating loss carry forwards of approximately $31,657 that may be available to reduce future years’ taxable income in varying amounts through 2032. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.
The provision for Federal income tax consists of the following:
October 31, 2018
October 31, 2017
Federal income tax benefit attributable to:
Current Operations
$ 2,470
$ 2,123
Less: valuation allowance
(2,470)
(2,123)
Net provision for Federal income taxes
The cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows:
October 31, 2018
October 31, 2017
Deferred tax asset attributable to:
Net operating loss carryover
$ 6,648
$ 4,178
Less: valuation allowance
(6,648)
(4,178)
Net deferred tax asset
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $31,657 for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years.
Note 9: Related Party Transactions
The Company neither owns nor leases any real or personal property. The director of the Company provides office space and services free of charge. The Company's sole officer and director is involved in other business activities and may in the future, become involved in other business opportunities as they become available.
The Company has a related party transaction involving the sole director and officer. The nature and details of the transaction are described in Note 5.
Note 10: Subsequent Events
In accordance with ASC 855-10, the Company has evaluated events subsequent through the date these financial statements have been issued to assess the need for potential recognition or disclosure in this report. Such events were evaluated through December 5, 2018, the date these financial statements were available to be issued.
Item 9.
Item 9.
Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.
We do not have disagreements with our external auditors on accounting and financial disclosure.
Item 9A(T).
Item 9A(T).
Controls and Procedures
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to our directors, officers or persons controlling us, we have been advised that it is the Securities and Exchange Commission’s opinion that such indemnification is against public policy as expressed in such act and is, therefore, unenforceable.
MANAGEMENT’S DISCUSSION AND ANALYSIS
You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes and other financial information included elsewhere in this prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. You should review the “Risk Factors” section of this prospectus for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
To meet our need for cash we are attempting to raise money from this offering. We believe that we will be able to raise enough money through this offering to start our proposed operations but we cannot guarantee that once we start operations we will stay in business after doing so. If we are unable to successfully attract customers to buy our Web Services we may quickly use up the proceeds from this offering and will need to find alternative sources. At the present time, we have not made any arrangements to raise additional cash, other than through this offering.
We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding an annual non-binding advisory vote on executive compensation and nonbinding stockholder approval of any golden parachute payments not previously approved. In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. However, we are choosing to “opt out” of such extended transition period, and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.
System of Internal Control over Financial Reporting
Although our Company is unable to meet the standards under COSO because of the limited funds available to a company of our size and stage of development, we are committed to improving our financial organization. As funds become available, we will undertake to: (1) create a position to segregate duties consistent with control objectives, (2) increase our personnel resources and technical accounting expertise within the accounting function (3) appoint one or more outside directors to our board of directors who shall be appointed to the audit committee of our Company resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; and (4) prepare and implement sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.
We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow. However, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud
will not occur or that all control issues and instances of fraud, if any, within our Company have been detected. These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks.
Changes in Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting identified in connection with our evaluation we conducted of the effectiveness of our internal control over financial reporting as of October 31, 2018, that occurred during our fiscal year that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.
Item 9B.
Item 9B.
Other Information.
All other information is disclosed on U.S. Securities and Exchange Commission: official Federal Agency website www.sec.gov
PART III
Item 10
Item 10
Directors, Executive Officers, Promoters and Control Persons of the Company.
The following table sets forth as of October 31, 2018, the names, positions and ages of our current executive officers and directors
Our executive officer and our treasurer their age as of the date of this prospectus is as follows:
Name
Age
Position
David Mark Evans
President, Secretary, Treasurer, Chief Executive Officer and member of the Board of Directors.
The person named above has held his offices/positions since the inception of our company and is expected to hold his offices/positions until the next annual meeting of our stockholders.
Biographical Information
David Mark Evans was born in London and attended the prestigious Great Walstead boarding school before completing his ‘A’ levels at West Thames College. It was at West Thames that Dave developed his interests in Information Technology.
David pursued his love of IT, working for the Hammersmith and Fulham Adult Education Department (Jan 2005 - March 2010) where he ran a local information technology hub known as the Media Café, providing training and skills via internet learning.
David has since worked in sales and property and development for Cohen Associates (May 2010 - August 2011) From Jan 2012 to the present, David has worked on a freelance basis for film and television companies running their social
media departments for the benefit of promoting their film releases and productions. For several years David Evans has worked on smartphone and tablet applications (apps) that he is planning to further develop and lunch through Pacman Media Inc. David still works as a social media consultant and does so for twenty hours per week on average.
During the past ten years Mr. Evans has not been the subject of the following event:
1. Any bankruptcy petition filed by or against any business of which Mr. Evans was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.
2. Any conviction in a criminal proceeding or being subject to a pending criminal proceeding.
3. An order, judgment, or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting Mr. Evans’s involvement in any type of business, securities or banking activities.
4. Found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Future Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.
Board Composition
Our Bylaws provide that the Board of Directors shall consist of at least one member, and that our shareholders shall determine the number of directors from time to time. Each director serves for a term that expires until the next annual meeting of shareholders and until his successor shall have been elected and qualified, or until his earlier resignation, removal from office, or death.
Committees of the Board of Directors
We do not presently have a separately constituted audit committee, compensation committee, nominating committee, executive committee or any other committees of our Board of Directors. Nor do we have an audit committee “financial expert.” As such, our entire Board of Directors acts as our audit committee and handles matters related to compensation and nominations of directors.
Potential Conflicts of Interest
Since we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our sole director, who is also our sole executive officer. Thus, there is an inherent conflict of interest.
Significant Employees
We have no significant employees other than the executive officers described above.
Item 11.
Item 11.
Executive Compensation.
Since our incorporation on September 25th, 2013, we have not compensated and have no arrangements to compensate our president and director Mr. Evans for his services to us as an officer. However, we anticipate that Mr. Evans will receive compensation from the Company once cash flow that we generate from operations significantly exceeds our total expenses. We have not granted any stock options to Mr. Evans; there are no stock option, retirement, pension, or profit sharing plans for the benefit of Mr. Evans; and, we have not entered into any employment or consulting agreements with Mr. Evans. However, as president and director of the company Mr. Evans has the power to set his own compensation.
The following table sets forth the compensation paid by us for the period from inception until the fiscal year ending October 31, 2018, and subsequent thereto, for our sole officer and director. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any. The compensation addresses all compensation awarded to, earned by, or paid to our named executive officers.
Name and
Principal
Position
David Mark Evans
Chief Executive Officer
Year
Salary($)
Bonus($)
Stock Awards
Option Awards
Non-Equity Incentive Plan Compensation
Non-Qualified Deferred Compensation Earnings
All Other Compensation
Total
2013/2014
2015/2016
Outstanding Equity Awards at 2018 Fiscal Year-End
We do not currently have a stock option plan nor did any long-term incentive plans that provide compensation intend to serve as an incentive for performance. No individual grants of stock options or other equity incentive awards have been made to our president and director since our inception; accordingly, none were outstanding at October 31, 2018.
Employment Contracts, Termination of Employment, Change-in-Control Arrangements.
There are currently no employments or other contracts or arrangements with our executive officer. There are no compensation plans or arrangements, including payments to be made by us, with respect to our sole officer or director that would result from the resignation, retirement or any other termination of such person from us. There are no arrangements for our director or officer that would result from a change-in-control.
Long-Term Incentive Plan Awards
We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.
Item 12.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table sets forth information regarding the beneficial ownership of our common stock as of October 31, 2018 for our director. There is no other person or group or affiliated persons, known by us to beneficially own more than 5% of our common stock.
We have determined beneficial ownership in accordance with the rules of the Securities and Exchange Commission. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Unless otherwise indicated, the person identified in this table has sole voting and investment power with respect to all shares shown as beneficially owned by him, subject to applicable community property laws, and the address for each person listed in the table is Pacman Media Inc., Unit 8954 483 Green Lanes, London, N13 4BS England, U.K.
The percentage ownership information shown in the table below is calculated based on 6,260,000 shares of our common stock issued and outstanding as of October 31, 2018. We do not have any outstanding options, warrants or other securities exercisable for or convertible into shares of our common stock.
Name and Address of Beneficial Owner
No. of Common Stock
Before Offering
No. of Common Stock
After Offering
Percentage of Ownership
Before Offering
David Evans
Unit 8954 483 Green Lanes,London, N13 4BS England, U.K.
4,000,000
4,000,000
90,96%
Officers and directors (1 persons)
4,000,000
4,000,000
90,96%
Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers, and persons who own more than ten percent of our common stock, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes of ownership of our common stock. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.
Item 13.
Item 13.
Certain Relationships and Related Transactions, and Director Independence.
Company shares bought by our director
On January 16, 2014, we issued an aggregate of 4,000,000 shares of our common stock to our director David Evans, for aggregate consideration of $4,000.
Loan from our director
On October 10, 2014 our director loaned $1,680 to the Company. The loan is unsecured, non-interest bearing and due on demand. The balance due to the director is $1,680 as of October 31, 2018.
Director Independence
As of the date of this Registration Statement filed on Form 10K, we have no independent directors.
Involvement in Certain Legal Proceedings
No director, person nominated to become a director, executive officer, promoter or control person of our company has, during the last ten years: (i) been convicted in or is currently subject to a pending a criminal proceeding (excluding traffic violations and other minor offenses); (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to any federal or state securities or banking or commodities laws including, without limitation, in any way limiting involvement in any business activity, or finding any violation with respect to such law, nor (iii) any bankruptcy petition been filed by or against the business of which such person was an executive officer or a general partner, whether at the time of the bankruptcy or for the two years prior thereto.
Stockholder Communications with the Board
We have not implemented a formal policy or procedure by which our stockholders can communicate directly with our Board of Directors. Nevertheless, every effort will be made to ensure that the views of stockholders are heard by the Board of Directors, and that appropriate responses are provided to stockholders in a timely manner. During the upcoming year, our Board will continue to monitor whether it would be appropriate to adopt such a process.
Item 14.
Item 14.
Principal Accounting Fees and Services.
During fiscal year ended October 31, 2018, we incurred approximately $6,850 in fees to our principal independent accountants for professional services rendered.
During fiscal year ended October 31, 2017, we incurred approximately $4,500 in fees to our principal independent accountants for professional services rendered.
PART IV
Item 15.
Item 15.
Exhibits
The following exhibits are included as part of this report by reference:
Exhibit No.
Description
31.1
Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
32.1
Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 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 the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Unit 8954, 483 Green Lanes, London, N13 4BS, England, U.K., on January 8, 2019.
In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated.