UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 June 30, 2010 [ ] Transition Report Under Section 13 or 15(D) Of The Securities Exchange Act Of 1934 For the transition period from __________ to __________ Commission File Number: 000-84223 IMAGINE MEDIA, LTD. -------------------------------------- (Exact name of registrant as specified in its charter) Delaware 26-0731818 - ---------------------------- -------------------------- State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 7750 N. Union Blvd., # 201 Colorado Springs, CO 80920 ------------------------------------ (Address of principal executive offices, including Zip Code) 719-266-4554 ------------------------------------ (Issuer's telephone number, including area code) (Former name or former address if changed since last report) Check whether the issuer (1) filed all reports required to be filed by section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [ ] Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of "large accelerated filer," "accelerated filer," "non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [x] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes? [X] No [ ] State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 1,410,650 shares of common stock as of August 15, 2010. Imagine Media, Ltd. And Subsidiary Consolidated Financial Statements (Unaudited) TABLE OF CONTENTS Page CONSOLIDATED FINANCIAL STATEMENTS Consolidated balance sheets 2 Consolidated statements of operation 3-4 Consolidated statement of Shareholders' equity 5 Consolidated statements of cash flows 6 Notes to Consolidated Financial Statements 7-9 Imagine Media, Ltd. And Subsidiary CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) QUARTER ENDED JUNE 30, 2010 Imagine Media, Ltd. and Subsidiary Consolidated Balance Sheets June 30, December 31, 2010 2009 --------- ------------ (unaudited) Assets Current assets: Cash and cash equivalents $ 70 $ 94 -------- -------- Total current assets 70 94 -------- -------- Total assets $ 70 $ 94 ======== ======== Liabilities and Shareholders' (Deficit) Current liabilities: Accounts payable: Trade creditors $ 55,439 $ 53,479 Related party 3,000 3,000 Short term advance 17,300 6,000 Indebtedness to related parties 39,090 32,100 Convertible debenture 30,000 30,000 Accrued interest payable 5,700 3,900 Other accrued expenses 3,081 33,081 -------- -------- Total current liabilities 153,610 161,560 -------- -------- Commitments - - Shareholders' deficit Common stock , $.00001 par value. Authorized 100,000,000 shares, 1,410,650 and 1,380,650 shares issued and outstanding 14 14 Additional paid-in capital 487,276 457,276 Retained deficit (640,830) (618,756) -------- -------- Total shareholders' deficit (153,540) (161,466) -------- -------- Total liabilities and shareholders' deficit $ 70 $ 94 ======== ======== See accompanying notes to the consolidated financial statements 2 Imagine Media, Ltd. and Subsidiary Consolidated Statements of Operations (unaudited) For the Three Months Ended June 30, ----------------------------------- 2010 2009 ----------------------------------- Net sales and gross revenues: Advertising sales, net of discount of $0, and $0, respectively $ - $ - -------- ---------- Total sales and revenues - - -------- ---------- Operating expenses: Editorial, production and circulation - 304 Selling, general and administrative 9,300 22,591 -------- ---------- Total operating expenses 9,300 22,895 -------- ---------- Loss from operations (9,300) (22,895) Other income (expense): Interest expense (900) (900) -------- ---------- Loss before income taxes (10,200) (23,795) Income tax provision - - -------- ---------- Net loss $ (10,200) $ (23,795) ========== ========== Basic and diluted loss per share $ (0.01) $ (0.02) ========== ========== Weighted average common shares outstanding 1,405,650 1,380,650 ========== ========== See accompanying notes to the consolidated financial statements 3 Imagine Media, Ltd. and Subsidiary Consolidated Statements of Operations (unaudited) For the Six Months Ended June 30, ----------------------------------- 2010 2009 ----------------------------------- Net sales and gross revenues: Advertising sales, net of discount of $0, and $66,930, respectively $ - $ 400 -------- ---------- Total sales and revenues - 400 -------- ---------- Operating expenses: Editorial, production and circulation - 748 Selling, general and administrative 20,274 38,791 -------- ---------- Total operating expenses 20,274 39,539 -------- ---------- Loss from operations (20,274) (39,139) Other income (expense): Interest expense (1,800) (1,700) -------- ---------- Loss before income taxes (22,074) (40,839) Income tax provision - - -------- ---------- Net loss $(22,074) $ (40,839) ======== ========== Basic and diluted loss per share $ (0.02) $ (0.03) ======== ========== Weighted average common shares outstanding 1,405,650 1,304,241 ========= ========== See accompanying notes to the consolidated financial statements 4 Imagine Media, Ltd. and Subsidiary Consolidated Statement of Changes in Shareholders' Equity (Deficit) Common Stock Additional Retained Shares Par Value* Paid-in Capital Deficit Total ------------------------ ---------------- ------------ ------------ Balance at December 31, 2008 1,122,650 $ 11 $ 392,779 $ (541,051) $ (148,261) Conversions of accounts payable to common stock 104,000 1 25,999 - 26,000 Conversions of short term advances and accrued interest to common stock 111,400 1 27,849 - 27,850 Conversions of indebtedness to related parties to common stock 42,600 1 10,649 - 10,650 Net loss - - - (77,705) (77,705) ---------- --------- ----------- ---------- --------- Balance at December 31, 2009 1,380,650 14 457,276 (618,756) (161,466) Stock issued for services valued at $1.00 per share 30,000 - 30,000 - 30,000 Net loss - - - (22,074) (22,074) ---------- --------- ----------- ---------- --------- Balance at June 30, 2010 (unaudited) 1,410,650 $ 14 $ 487,276 $ (640,830) $(153,540) ========== ========= =========== ========== =========
* Restated see Note 1 See accompanying notes to the consolidated financial statements 5 Imagine Media, Ltd. and Subsidiary Consolidated Statements of Cash Flows (unaudited) For the Six Months Ended June 30, ------------------------------- 2010 2009 ------------------------------- Cash flows from operating activities: Net loss $ (22,074) $ (40,839) --------- --------- Adjustments to reconcile net loss to net cash used by operating activities: Changes in assets and liabilities: Receivables - 11,469 Other assets - 400 Accounts payable 1,960 (4,309) Accrued expenses 1,800 3,741 --------- --------- Net cash used in operating activities (18,314) (29,538) --------- --------- Cash flows from financing activities: Proceeds from sale of common stock - - Proceeds from related party short term advances 6,990 22,400 Repayments on related party short term advances - (5,500) Proceeds from other short term advances 11,300 14,850 Repayments on other short term advances - (2,200) --------- --------- Net cash provided by financing activities 18,290 29,550 --------- --------- Net change in cash and cash equivalents (24) 12 Cash and equivalents: Beginning of period 94 68 --------- --------- End of period $ 70 $ 80 ========= ========= Supplemental disclosure of cash flow information: Cash paid during the year for: Income taxes $ - $ - ========= ========= Interest $ - $ - ========= ========= Supplemental disclosure of non-cash financing activities: Stock issued for services $ 30,000 $ - ========= ========= Conversions of indebtedness to related parties to common stock - 10,650 ========= ========= Conversions of short term advance and accrued interest to common stock $ - $ 27,850 ========= ========= Conversion of accounts payable to common stock $ - $ 26,000 ========= ========= See accompanying notes to the consolidated financial statements 6 IMAGINE MEDIA, LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (1) Unaudited Financial Information The unaudited financial information included for the interim periods ended June 30, 2010 were taken from the books and records without audit. However, such information reflects all adjustments (consisting only of normal recurring adjustments, which are of the opinion of management, necessary to reflect properly the results of interim period presented). The results of operations for the three and six month period ended June 30, 2010 are not necessarily indicative of the results expected for the fiscal year ended December 31, 2010. (2) Financial Statements For a complete set of footnotes, reference is made to the Company's Report on Form 10K for the year ended December 31, 2009 as filed with the Securities and Exchange Commission and the audited financial statements included therein. (3) Related Party Transactions On February 10, 2010 the Company's board of directors authorized the issuance of 10,000 shares to each of the Company's three directors. The shares were valued at $1.00 per share resulting in total compensation expense of $30,000 which was accrued at December 31, 2009. Various related parties advanced the Company an additional $6,990 for the three month period ended June 30, 2010. Indebtedness to related parties In October 2008, a company controlled by Greg Bloom, the Company's Chief Executive Officer, advanced $5,500 to the Company for working capital purposes. During the nine months ended September 30, 2009 the amount due to Mr. Bloom was paid in full. During the year ended December 31, 2008, The Rockies Fund advanced a total of $16,000 to the Company for working capital purposes. As of December 31, 2008 the Company had repaid a total of $4,000 of these cash advances. In addition, the Rockies Fund made a direct advance to the Company of $650, which remained unpaid at December 31, 2008. On March 1, 2009, $10,650 of the advances were converted to 42,600 shares of common stock at a conversion price of $.25 per share, the fair value of the stock on the conversion date. At September 30, 2009, $2,000 of the working capital advance was unpaid. In May 2009, Mr. Steven Calandrella, the principal of the Rockies Fund advanced $4,400 to the Company. In June 2009, Triumph Capital, a company controlled by a shareholder, advanced the Company a total of $12,000. Also in June 2009, $6,000 was advanced to the Company by Ms. Dorothy Calandrella, a shareholder of the Company, with an additional advance of $2,000 made in August 2009 and $6,990 in the six month period ended June 30, 2010. All the advances were provided for working capital purposes. None of these advances have been paid as of June 30, 2010. 7 IMAGINE MEDIA, LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS None of the advances earn interest and are payable to the holder on demand. (4) Convertible Debenture and Short term advances On October 1, 2008 the Company issued an 8% Convertible Debenture to an attorney in exchange for $30,000 owed to the attorney for prior services. The Debenture is convertible by the holder into shares of the company's common stock at a conversion price of $0.25. The debenture matured April 1, 2009. Upon default of the debenture, the default interest rate of 12% was effective. As of the date of this report the debenture together with $5,700 of accrued interest has neither been converted nor paid. During the year ended December 31, 2008 the Company received $15,000 from a non-affiliate as a short term advance. During the first quarter of 2009 an additional $150 was advanced to the Company by the same non-affiliate. On March 1, 2009 the total of $15,150 together with accrued interest of $200 was converted to 61,400 shares of common stock at a conversion price of $.25 per share, the fair value of the stock on the conversion date. In September 2009, this non-affiliate advanced the Company an additional $6,000 to be used for working capital purposes and $11,300 in June 2010. As of June 30, 2010 this amount has not been paid. (5) Equity Common stock Upon the effectiveness on July 14, 2008 of the Registration Statement filed with the SEC by Imagine Media, Ltd. ("Media"), Imagine Holdings Corp. ("Holdings") has completed the spin-off of its magazine business to its shareholders of record as of August 23, 2007. The transaction was effected by the issuance of 992,650 shares of Media $0.00001 par value common stock to Holdings in exchange for certain assets, subject to liabilities, of Holdings, consisting primarily of its 60 percent of the issued and outstanding common stock of Imagine Operations, Inc. ("Operations"). On February 10, 2010 Directors' were issued 30,000 shares of the Company's common stock valued at $1.00 per share or $30,000. (6) Commitments As of June 30, 2010 the lease had not been renewed and the Company no longer occupies the space As of the date of this report, no office space has been obtained and none is being sought as management assesses its operating strategy going forward. 8 IMAGINE MEDIA, LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (7) Other - Trademark The Company has learned that a third party in Orange County, CA publishes a regional magazine under the name "Image Magazine." The publisher of the California-based Image Magazine has registered the trademark "Image Magazine" with the United States Patent and Trademark Office, which trademark registration was issued in 2006, and also owns and uses the domain name "imagemagazine.com" Preliminary contact with the principals of the California-based magazine has been made in an effort to resolve our conflicting uses of the same trademark and have agreed in principle to resolve the matter through the execution of a trademark license; however, no assurance can be given that such a license can be finalized. Should efforts to resolve this trademark conflict not be successfully resolved, the Company would have to rebrand the magazine altogether and forfeit all of the goodwill which has been developed over the years in connection with the magazine. This would result in substantial economic losses. (8) Letter of Intent In June 2010 the Company reached a tentative agreement to acquire JAKK'D Holdings, LLC, and a related entity, for 17,245,000 shares of the Company's common stock. JAKK'D is a producer of alcoholic beverages. The beverage, which is called JAKK'D, is a distilled natural grain spirit that contains natural flavors, certified colors, pure cane sugar and caffeine. Unlike its competitors, JAKK'D does not contain high fructose corn syrup or stimulants such as Taurine, Ginseng and Guarana. The beverages are bottled in 375ml black aluminum "beer bottles" that are distinguishable from other alcoholic beverage products. Each bottle contains 6.6% alcohol by volume and 75mg of caffeine. Initially JAKK'D plans to launch four flavors which will include "Lunatic Lemon", "Black Tea Lemon Honey", "Punched Out Pomegranate Berry", and "Raging Orange". JAKK'D holds the registered trademarks for the these flavors as well as the word "JAKK'D". Completion of the acquisition is subject to the satisfaction of several conditions including, without limitation, the execution of a definitive agreement, the satisfactory completion of due diligence by both parties, and the completion of audited financial statements by JAKK'D. 9 Item 2. Management's Discussion and Analysis of Financial Condition and Plan of Operation The Company was formed in August 2007 to publish and distribute Image Magazine. Image Magazine is a monthly guide and entertainment source for the Denver, Colorado area. The Company generated only limited revenue and essentially abandoned its business plan in January 2009. In June 2010 the Company reached a tentative agreement to acquire JAKK'D Holdings, LLC, and a related entity, for 17,245,000 shares of the Company's common stock. JAKK'D is a producer of alcoholic beverages. The beverage, which is called JAKK'D, is a distilled natural grain spirit that contains natural flavors, certified colors, pure cane sugar and caffeine. Unlike its competitors, JAKK'D does not contain high fructose corn syrup or stimulants such as Taurine, Ginseng and Guarana. The beverages are bottled in 375ml black aluminum "beer bottles" that are distinguishable from other alcoholic beverage products. Each bottle contains 6.6% alcohol by volume and 75mg of caffeine. Initially JAKK'D plans to launch four flavors which will include "Lunatic Lemon", "Black Tea Lemon Honey", "Punched Out Pomegranate Berry", and "Raging Orange". JAKK'D holds the registered trademarks for the these flavors as well as the word "JAKK'D". Completion of the acquisition is subject to the satisfaction of several conditions including, without limitation, the execution of a definitive agreement, the satisfactory completion of due diligence by both parties, and the completion of audited financial statements by JAKK'D. There can be no assurance that the transaction will be consummated. Item 4. Controls and Procedures. (a) The Company maintains a system of controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted under the Securities Exchange Act of 1934, as amended ("1934 Act"), is recorded, processed, summarized and reported, within time periods specified in the SEC's rules and forms and to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act, is accumulated and communicated to the Company's management, including its Principal Executive and Financial Officer, as appropriate to allow timely decisions regarding required disclosure. As of June 30, 2010, the Company's Principal Executive and Financial Officer evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on that evaluation, the Principal Executive and Financial Officer concluded that the Company's disclosure controls and procedures were effective. (b) Changes in Internal Controls. There were no changes in the Company's internal control over financial reporting during the quarter ended June 30, 2010, that materially affected, or are reasonably likely to materially affect, its internal control over financial reporting. 10 PART II Item 6. Exhibits Exhibits 31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32 Certification pursuant to Section 906 of the Sarbanes-Oxley Act. 11 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. IMAGINE MEDIA, LTD. August 20, 2010 By: /s/ Gregory A. Bloom ------------------------------ Gregory A. Bloom, Principal Executive and Financial Officer 12