UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

x	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	FOR THE QUARTERLY PERIOD ENDED December 31, 2009

 

OR

o	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the transition period from __ to __

 

Commission File Number 333-136806

 

LATERAL MEDIA, INC.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

 

1.	ORGANIZATION AND OPERATIONS

 

Lateral Media, Inc. (the “Company”) was incorporated under the laws of the State of Nevada on February 17, 2006. On September 27, 2007, the Company reincorporated in Delaware and increased its authorized capital stock from 75,000,000 shares to 80,000,000 shares, consisting of 75,000,000 shares of common stock, par value $0.001, per share, and 5,000,000 shares of “blank check” preferred stock, par value $0.001, per share. No terms have been established for the preferred stock.

 

The Company was planning to acquire and explore mineral properties through June 15, 2007 when this was abandoned, and the Company became an inactive development stage company. 

 

On December 4, 2008, the Company merged into its newly formed, wholly-owned subsidiary, Lateral Media, Inc., a Delaware corporation, effectively changing its name from Asianada, Inc. to Lateral Media, Inc.

 

On December 2, 2008, the Company commenced nominal operations and, on January 12, 2009, launched The Recycler Publishing Network, websites designed to assist sellers of cars, boats, RVs and motorcycles to market their products using the internet and was no longer a development stage company.

 

In January 2009, the Company purchased additional domains names, software and other assets, hired employees and had expanded its operations.

 

The Company also creates and markets content for websites, using content designed to optimize visitors through search engine optimization.

 

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying interim unaudited financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the rules and regulations set forth in Regulation S-X of the Securities and Exchange Commission for Form 10-Q. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statement presentation. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to present fairly the financial position, results of operations and cash flows for the interim periods have been included. These financial statements should be read in conjunction with the financial statements of Lateral Media, Inc. together with Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Company's Form 10-K for the year ended June 30, 2009. Interim results are not necessarily indicative of the results for a full year.

Financial Statements

 

The financial statements include all the accounts of the Company.

 

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Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Reclassifications

 

Certain amounts for prior years have been reclassified to conform to 2009 financial statement presentation.

 

Intangible Assets

 

Intangible assets were recorded at fair value and, if they had a definitive life, were being amortized. The carrying values of the intangible assets were evaluated by management for impairment at least annually or upon the occurrence of an event which may indicate that the carrying amount may be greater than its fair value. If impaired, the Company will write-down such impairment. In addition, the useful life of the intangible assets were evaluated by management at least annually or upon the occurrence of an event which may indicate that the useful life may have been definitive and the Company would have commenced amortization over such useful life.

 

Financial Instruments

 

The Company considers the carrying amounts of financial instruments, including cash, accounts payable and accrued expenses to approximate their fair values because of their relatively short maturities.

 

Property and Equipment

 

Property and equipment were recorded at cost and depreciated over their estimated useful lives using the straight-line method.

 

Maintenance and repairs are charged to operating expenses as they are incurred. Improvements and betterments which extend the lives of the assets are capitalized.  The cost and accumulated depreciation of assets retired or otherwise disposed of are relieved from the appropriate accounts and any profit or loss on the sale or disposition of such assets is credited or charged to income.

 

Revenue Recognition

 

Revenue is recognized when evidence of an arrangement exists, pricing is fixed and determinable, collection is reasonably assured, and delivery or performance of service has occurred.

 

Website marketing revenue is recognized upon placement on the Company’s website and content design revenue is recognized when services are provided.

Loss per Common Share

 

Basic loss per share is calculated using the weighted-average number of common shares outstanding during each period. Diluted loss per share includes potentially dilutive securities such as outstanding options and warrants, using various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each period.

 

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Taxes

 

Deferred income taxes have been provided for temporary differences between financial statement and income tax reporting under the liability method, using expected tax rates and laws that are expected to be in effect when the differences are expected to reverse.  A valuation allowance is provided when realization is not considered more likely than not.

 

The Company’s policy is to classify income tax assessments, if any, as interest in interest expense and penalties in general and administrative expenses.

 

Recent Accounting Pronouncements

 Management does not believe that any  recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

 

Consideration of Subsequent Events

The Company evaluated all events and transactions occurring after December 31, 2009 through February 15, 2010, the date these financial statements were issued, to identify subsequent events which may need to be recognized or non-recognizable events which would need disclosure.  No recognizable events were identified. See Notes 4 and 9 for non-recognizable events identified for disclosure.

  

3.	GOING CONCERN

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred operating losses and negative operating cash flow since inception, and future losses are anticipated. The Company's plan of operation, even if successful, may not result in cash flow sufficient to finance and expand its business. These factors raise substantial doubt about the Company's ability to continue as a going concern. Realization of assets is dependent upon continued operations of the Company, which in turn is dependent upon management's plans to meet its financing requirements and the success of its future operations. These financial statements do not include any adjustments related to the recoverability and classification of asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.

 

4.	RELATED PARTY TRANSACTIONS

 

Loan Agreement

 

On July 11, 2007, the Company entered into a loan agreement (“Loan Agreement”), as amended, with Trinad Capital Master Fund (“TCMF”), a principal stockholder of the Company, whereby TCMF agreed to lend the Company up to $750,000. The loans under the Loan Agreement bear interest at 10%, per annum. The entire outstanding principal amount of the loans and accrued interest thereon are payable by the Company upon a sale of securities (other than a sale of shares of the Company’s common stock to officers, directors or employees of or consultants to the Company in connection with their provision of services to the Company) to a third party or parties with proceeds to the Company of not less than $1,000,000. TCMF may, at its option, receive any payment of principal and interest due on the loans in the form of common stock or other securities that may be issued by the Company in the event the Company consummates a financing in connection with a change of control or similar transaction involving the Company, calculated based on the value of the shares of common stock or other securities sold or issued by the Company in such financing transaction. Upon repayment, TCMF may continue to make additional loans to the Company in accordance with the Loan Agreement. 

 

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The Company borrowed $500,000 during the year ended June 30, 2008 and an additional $250,000 was advanced through December 31, 2008. On December 18, 2008, the Company repaid the entire principal and accrued interest outstanding under the Loan Agreement, $750,000 and $47,876, respectively, by the issuance of 1,063,836 shares of common stock to TCMF.

 

On April 30 and June 11, 2009, the Company entered into amendments to the Loan Agreement, which increased the principal amount of the Loan to up to $1,000,000 and $1,250,000, respectively, and provided that the principal amount of the loan and accrued interest thereon are due and payable by the Company upon a sale of securities (other than a sale of shares of the Company’s common stock to officers, directors or employees of or consultants to the Company in connection with their provision of services to the Company) to a third party or parties with proceeds to the Company of not less than $1,250,000 and $1,500,000, respectively.

 

During the six months ended December 31, 2009, the Company borrowed an additional $190,000 under the Loan Agreement from TCMF.

On June 26, 2009, the Company entered into a Letter Agreement (the “Letter Agreement”) with TCMF to convert $350,000 of loans under the Loan Agreement into a convertible promissory note of $350,000 and a warrant to purchase 350,000 shares of the Company’s common stock, par value $0.001, per share, (Note 7).

In December 2009, the Company borrowed $20,000 from TCMF and repaid the $20,000 within the same month.

On December 29, 2009, the Company issued to TCMF a promissory note (the “Note”) in the principal amount of $200,000.  The Note is payable in full on March 1, 2010, and bears interest at a rate of 6% per annum.  If any amount due under the Note is not paid in full within ten days of the due date, interest on the unpaid principal balance shall continue to accrue and shall thereafter be increased to a rate equal to 8% per annum.  The Company had borrowings outstanding of $125,000 under the Note as of December 31, 2009.

 

In January 2010, the Company borrowed an additional $35,000 from TCMF under the Note.

 

Management Agreement

 

On July 11, 2007, the Company entered into a Management Agreement (the “Management Agreement”) with Trinad Management, LLC (“Trinad”), an affiliate of TCMF. Pursuant to the terms of the Management Agreement, which is for a term of five years, Trinad will provide certain management services, including, without limitation, the sourcing, structuring and negotiation of a potential business combination transaction involving the Company. The Company has agreed to pay Trinad a management fee of $90,000, per quarter, plus reimbursement of all expenses reasonably incurred by Trinad in connection with the provision of management services. The Company may terminate the Management Agreement immediately by giving written notice and payment of a termination fee of $1,000,000. The Company has paid $180,000 and $180,000 in management fees for the six months ended December 31, 2009 and 2008, respectively.

 On August 1, 2008, the Company entered into an amendment  to the Management Agreement with Trinad, which provided that payment of the termination fee may be satisfied by the issuance of shares of the Company’s common stock or other securities that may be issued by the Company in the event the Company consummates a financing in connection with a change of control or similar transaction involving the Company, calculated based on the value of the shares of common stock or other securities sold or issued by the Company in such financing transaction.

The payment of the Management fee for the quarter ending March 31, 2010 has been deferred.

 

Lease

 

On May 1, 2008, the Company entered into a sublease for office space with Trinad, on a month-to-month basis, with rent of $3,500 through January 2009 and increasing to $8,500 thereafter, per month.

5.	ASSET PURCHASE

 

On December 2, 2008, the Company entered into an asset purchase agreement (the “Purchase Agreement”) with an entity owned by the Company’s former Chairman of the Board of Directors and former Chief Executive Officer to purchase a variety of internet domain names and technology software, including some relating to the automobile industry, such as RecyclerClassics.com and ExpertAutos.com, in exchange for a warrant to purchase 1,800,000 shares of the Company’s common stock, exercisable at $1.25, per share, over five years, and an unsecured contingent promissory note of $1,000,000. The Purchase Agreement also provides for an agreement not-to-compete for an aggregate period of five years.

 

 

The Company is currently resolving the status of the warrant to purchase the 1,800,000 shares of common stock and the agreement not-to-complete.

 

The shares of common stock underlying the warrant are subject to a two year lock-up period, commencing upon issuance of the shares underlying the warrant. The note bears interest at 6%, per annum, and is payable in 36 equal monthly installments contingent upon sufficient cash flow of the Company during each monthly period, as defined in the note. If there is not sufficient working capital during any such monthly period, any principal and interest otherwise payable pursuant to the note shall be deferred and, on the final due date, any outstanding deferred payments shall be cancelled and the note and interest thereon shall be deemed to be paid-in full.

 

The Company determined the fair value of the assets purchased under SFAS 157, “Fair Value Measurements”, and, as part of the determination, utilized the services of an independent valuation specialist.  Based on the determination, the Company recorded the assets purchased, note payable and warrant at their estimated fair values at the date of purchase, as follows:

 

Technology software		$	503,886
Internet domain names			190,000
Covenant not-to-compete			416,232
Total assets purchased		$	1,110,118
Note payable		$	815,857
Warrant		$	294,261

 

The domain names were not being amortized as they have an indefinite life.

In connection with the asset purchase, the Company has been utilizing merchant credit card accounts of a subsidiary of the seller. Adjustments for uncollected amounts from these accounts, for periods immediately after the asset purchase, of $13,187 have been charged against accrued interest payable to the seller.

 

6.	WRITE-OFF OF INTANGIBLE AND FIXED ASSETS

 

As of December 31, 2009, management has evaluated its intangible and fixed assets for impairment and determined that the carrying value was substantially in excess of its fair value and, as such, the Company has written-off all of the intangible and the fixed assets related to its automotive website business. The decision to write-off the assets was based on the departure of the principal operating officer and the Company’s uncertainty as to future operations.

 

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 On December 2, 2008, we purchased a variety of internet domain names and technology software, including some relating to the automobile industry, such as AutoSuperSaver.com and LuxuryCarSpot.com, in exchange for a warrant to purchase 1,800,000 shares of the Company’s common stock, exercisable at $1.25 per share over five years, and an unsecured contingent promissory note in the amount of $1,000,000. The purchase agreement also provides for an agreement not to compete for an aggregate five years. The Company is currently resolving the status of the warrant to purchase the 1,800,000 shares of common stock and the agreement not-to-complete. The shares of common stock underlying the warrant are subject to a two year lock-up period, commencing upon issuance of the shares underlying the warrant. The note bears interest at 6%, per annum, and is payable in 36 equal monthly installments contingent upon sufficient cash flow of the Company during each monthly period, as defined in the note. If there is not sufficient working capital during any such monthly period, any principal and interest otherwise payable pursuant to the note shall be deferred and, on the final due date, any outstanding deferred payments shall be cancelled and the note and interest thereon shall be deemed to be paid-in full.

As of December 31, 2009, management has evaluated its intangible and fixed assets for impairment and determined that the carrying value was substantially in excess of its fair value and, as such, the Company has written-off all of the intangible and the fixed assets related to its automotive website business. The decision to write-off the assets was based on the departure of the principal operating officer and the Company’s uncertainty as to future operations. As a result of the winding down of our auto leads business, currently, our operations focus on web page content.

 

Liquidity and Capital Resources

As of the date of the filing we have generated minimal revenues from the launching of our websites.

On December 18, 2008, we repaid our outstanding loans to TCMF of $797,876 under that certain Loan Agreement, by and between the Company and TCMF (the “Loan Agreement”), including outstanding principal plus accrued interest, by issuance of 1,063,836 shares of Common Stock.

On April 30, 2009, the Company entered into a fourth amendment to the Loan Agreement, which increased the principal amount of the loan amount to up to $1,000,000 and provided that the principal amount of the loan and accrued interest thereon are due and payable by the Company upon a sale of securities (other than a sale of shares of the Company’s Common Stock to officers, directors or employees of or consultants to the Company in connection with their provision of services to the Company) to a third party or parties with proceeds to the Company of not less than $1,250,000.

On June 11, 2009, the Company entered into a fifth amendment to the Loan Agreement, pursuant to which the Company and TCMF agreed to (i) increase the principal amount of the Loan up to $1,250,000 and (ii) provide that the entire outstanding principal amount of the loan amount and any accrued interest thereon shall be due and payable by the Company upon, and not prior to, the consummation of a sale of securities (other than a sale of shares of Common Stock to officers, directors or employees of, or consultants to, the Company in connection with their services to the Company), to a third party or parties with proceeds to the Company of not less than $1,500,000. 

On June 26, 2009, the Company entered into a Letter Agreement (the “Letter Agreement”) with TCMF pursuant to which the parties agreed to convert $350,000 of the current principal under the Loan Agreement into a convertible promissory note in the aggregate principal amount of $350,000 and a warrant to purchase 350,000 shares of the Company’s common stock. On June 26, 2009, the Company also issued a convertible promissory note in the amount of $350,000 (together with the note issued to TCMF, the “Notes”) and a warrant to purchase 350,000 shares of the Company’s common stock (together with the warrant issued to TCMF, the “Warrants”), to a certain investor.  The Notes have a two-year term and bear interest at a rate of seven percent (7%) per annum.  The entire outstanding principal plus accrued and unpaid interest under the Notes shall automatically convert into Qualified New Securities (as defined in the Notes) upon the closing of an equity financing of the Company, the gross proceeds of which, in the aggregate, equal or exceed $3,000,000 or such other amount as shall be agreed upon by the Company and the holders of the Notes, at a conversion price per share equal to the price per share at which the Qualified New Securities are sold in such financing. The Warrants have a two-year term and an exercise price of $0.01 per share. 

During the six months ended December 31, 2009, the Company borrowed an additional $190,000 under the Loan Agreement from TCMF.

 

On December 29, 2009, the Company issued to TCMF a promissory note (the “Note”) in the principal amount of $200,000.  The Note is payable in full on March 1, 2010, and bears interest at a rate of 6% per annum.  If any amount due under the Note is not paid in full within ten days of the due date, interest on the unpaid principal balance shall continue to accrue and shall thereafter be increased to a rate equal to 8% per annum.  The Company had borrowings outstanding of $125,000 under the Note as of December 31, 2009.

 

In January 2010, the Company borrowed an additional $35,000 from TCMF  under the Note.

 

As of December 31, 2009, the Company had $62,095 of cash, accounts receivable of $7,154 and none is available under the Loan Agreement. and $65,000 available under the Note. To date, the Company's plan of operation has not been successful and has not resulted in cash flow sufficient to finance and expand its business. Further the Company’s principal operating officer has resigned from the company. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Therefore, we still may require additional cash resources due to changed business conditions or other future developments, including any investments or acquisitions we may decide to pursue. If these sources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities in order to obtain a credit facility. The sale of additional equity or debt securities could result in additional dilution to our stockholders. The incurrence of increased indebtedness would result in additional debt services obligations and could result in additional operating and financial covenants that could restrict our operations. In addition, there can be no assurance that any additional financing will be available on acceptable terms, if at all.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

 

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 Not applicable as we are a smaller reporting company.

 

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ITEM 4(T). CONTROLS AND PROCEDURES.

 

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our Principal Executive Officer and our Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based upon that evaluation, our Principal Executive Officer and the Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of December 31, 2009, based on their evaluation of these controls and procedures. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in reports it files or submits under the Exchange Act is accumulated and communicated to management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

We have identified certain matters that constitute material weaknesses (as defined under the Public Company Accounting Oversight Board Auditing Standard No. 2) in our internal controls over financial reporting.  The material weaknesses that we have identified relate to the fact that that our overall financial reporting structure, internal accounting information systems and current staffing levels are not sufficient to support our financial reporting requirements. We are working to remedy our deficiency.

 

Changes in Internal Control over Financial Reporting

There were no changes in our internal controls over financial reporting identified in connection with the evaluation of such internal controls that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

 

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

 

None.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES.

 

None.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

 

None.

ITEM 5.    OTHER INFORMATION.

 

None.

ITEM 6.    EXHIBITS.

 

The following Exhibits are attached hereto:

  

Exhibit No.		Document Description
31.1		Certification of Principal Executive Officer pursuant to Rule 13a-15(a) and Rule 15d- 15(a), promulgated under the Securities Exchange Act of 1934, as amended.
31.2		Certification of Principal Financial Officer pursuant to Rule 13a-15(a) and Rule 15d- 15(a), promulgated under the Securities Exchange Act of 1934, as amended.
32.1		Certification of Chairman of the Board of Directors and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of The Sarbanes-Oxley Act of 2002.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

		LATERAL MEDIA, INC. (Registrant)
Date:           February 17, 2010	By:	/s/ Robert S. Ellin
		Robert S. Ellin
		Chairman of the Board of Directors (Authorized Officer, Principal Executive Officer)
Date:           February 17, 2010	By:	/s/ Charles Bentz
		Charles Bentz
		Chief Financial Officer (Authorized Officer and Principal Financial Officer)

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