UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

nycaMedia, Inc.
(Exact name of registrant as specified in its charter)
 
 
 Nevada
(State or other jurisdiction
of incorporation or organization)
2790
(Primary Standard Industrial
Classification Code Number)
 27-0203690
(I.R.S. Employer Identification
Number)
 
1077 Balboa Avenue
Laguna Beach, CA 92651
Tel:  (714) 651-8000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Michael Hawks
nycaMedia, Inc.
1077 Balboa Avenue
Laguna Beach, CA 92651
Tel:  (714) 651-8000
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all correspondence to:
Michael J. Muellerleile, Esq.
M2 Law Professional Corporation
500 Newport Center Drive, Suite 800
Newport Beach, CA 92660
Tel: (949) 706-1470 / Fax: (949) 706-1475

Approximate date of proposed sale to the public: From time to time after this registration statement becomes effective.
 
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. x
 
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o
 
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o
 
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o
 
If the delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box.  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  
 
Large accelerated filer   o
Accelerated filer                   o
Non-accelerated filer     o (Do not check if a smaller reporting company)
Small reporting company     x
 
Calculation of Registration Fee

Title of Each Class
of Securities
to be Registered
Amount
to be
Registered
Proposed Maximum
Offering Price
Per Share
Proposed Maximum
Aggregate
Offering Price
Amount of
Registration Fee
Common Stock, $.001 par value
10,000,000 (1)
$0.05
$500,000
$58.05

(1)           Represents shares offered for sale by nycaMedia, Inc.
 
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
 
 
1

 
 
The information contained in this prospectus is not complete and may be changed.  We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective.  This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Preliminary Prospectus
Subject to Completion, September 7, 2011


nycaMedia, Inc.
 
10,000,000 Shares of Common Stock
 
We are offering for sale 10,000,000 shares of our common stock in a direct public offering. The purchase price is $0.05 per share. No underwriter is involved in the offering and distribution of the shares. We are offering the shares without any underwriting discounts or commissions. Michael Hawks, our officer and sole director, will offer and sell the shares on our behalf.  If all of the shares offered are purchased, the proceeds to us will be $500,000. This offering will be made on a "best efforts" basis with no minimum amount required to be raised in this offering. There can be no assurance that all or any of the offered will be subscribed. Subscriptions for shares of our common stock are irrevocable once made, and funds will only be returned upon rejection of the subscription.  This is our initial public offering and no public market currently exists for shares of our common stock. This offering will terminate 180 days following the effective date of this registration statement.
 
Title of Securities
to be Offered
Number of Offered Shares
Offering Price
Per Share
Maximum Offering
Proceeds
Common Stock
10,000,000
$0.05
$500,000
 
Investing in the offered securities involves substantial risks.  You should carefully consider the Risk Factors beginning on page 5 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is ___________.


 

 
2

 


 

TABLE OF CONTENTS

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Outside Back Cover Page

Dealer Prospectus Delivery Obligation

Until _______, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligations to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
 

 
3

 
Prospectus Summary
 
Our Business:
 
We were incorporated in Nevada on May 1, 2009. Our principal business address is 1077 Balboa Avenue, Laguna Beach, California 92651.  Our telephone number is (714) 651-8000.
 
We are a print production, design and media company specializing in all types of advertising print and digital design which range from large format graphics and poster printing to digital motion graphics and client website construction.  We specialize in outdoor advertising such as street furniture and provide services including, but not limited to bus shelters, newsstands, vehicle/fleet wraps, tradeshow graphics, color offset, signs and posters, banners, billboards, wall-coverings, web-to-print and fulfillment.  Our services include the design, manufacturing and installation of such advertising. We also provide prepress, print quality and finishing to various clients.  We work with large corporations, agencies and design marketing firms across the country to help deliver clients’ messages through numerous advertising channels.
 
Summary financial information:

The summary financial information set forth below is derived from the more detailed financial statements appearing elsewhere in this Form S-1. We have prepared our financial statements contained in this Form S-1 in accordance with accounting principles generally accepted in the United States. All information should be considered in conjunction with our financial statements and the notes contained elsewhere in this Form S-1.

Income Statement
For the six month period ended
June 30, 2011
(Unaudited)
For the year ended
December 31, 2010
For the period from May 1, 2009 (inception)
to  December 31, 2009
 
$
$
$
Revenue
61,361
154,215
150,381
Total Operating Expenses
34,920
70,253
45,142
Net (Loss) Income
(1,412)
6,689
3,511
Net Income Per Share
0.00
0.00
0.00


Balance Sheet
June 30, 2011
(Unaudited)
December 31, 2010
December 31, 2009
 
$
$
$
Total Assets
37,874
32,897
41,458
Total Liabilities
16,923
13,697
31,347
Stockholders' Equity
18,988
19,200
10,111

Number of shares being offered:
 
We are offering for sale 10,000,000 shares of our common stock. We will sell the shares we are registering only to those individuals who have received a copy of the prospectus.     
 
Number of shares outstanding after the offering:
 
5,000,000 shares of our common stock are currently issued and outstanding. After the offering, there may be up to 15,000,000 shares of our common stock issued and outstanding if all of the offered shares are sold.     
 
Estimated use of proceeds:
 
We will receive $500,000 if all of the offered shares are sold and $250,000 if half the offered shares are sold. If all of the offered shares are purchased, we intend to use the proceeds for rent/office expenses, computer equipment and website development expenses, employees/contractors, marketing expenses, working capital and offering expenses. This is a best efforts offering with no minimum offering amount. There is no guarantee that we will even raise enough funds to cover the expenses of this offering.
 
 
4

 
 
RISK FACTORS
 
In addition to the other information in this prospectus, the following risk factors should be considered carefully in evaluating our business before purchasing any of our shares of common stock. A purchase of our common stock is speculative in nature and involves a lot of risks. No purchase of our common stock should be made by any person who is not in a position to lose the entire amount of his or her investment.
 
Risks related to our business:
 
We have a limited operating history upon which an evaluation of our prospects can be made.
 
We were incorporated in May 2009. Our lack of operating history makes an evaluation of our business and prospects very difficult. Our prospects must be considered speculative, considering the risks, expenses, and difficulties frequently encountered in the establishment of a new business. We cannot be certain that our business will be successful or that we will generate significant revenues.
 
Because we are a development stage company, we have limited revenues to sustain our operations.
 
We are a development stage company that is currently developing our business. To date, we have only generated limited revenues. The success of our business operations will depend upon our ability to obtain clients and provides quality services to those clients. We are not able to predict whether we will be able to develop our business and generate significant revenues. If we are not able to complete the successful development of our business plan, generate significant revenues and attain sustainable operations, then our business will fail.
 
The high-end print production and media services industry has been dominated by larger, more established service providers.
 
We compete directly with a number of other high-end print production and media services firms with the same degree of specialization.  Some of these firms enjoy significant market share, operate at multiple locations and have greater financial resources than we do.  We face competition from other high-end print production and media services. We are newly entering this market, therefore, we do not know if our services will generate widespread market acceptance. Several factors may contribute to our products and services not achieving broad market acceptance, which include:

·  
increased competition among other high-end print production and media services providers;
·  
failure to acquire, maintain and use state-of-the-art designing and computer equipment and printing equipment; and
·  
failure of clientele to use our printing services.
  
The software and equipment we use in our printing business are subject to rapid technological change and could cause us to make significant capital investment in new equipment.
 
Newer technologies, techniques or products for the delivery of advertising printing services we offer could be developed with better performance than the computer equipment, software and printers that we use. The availability of new and better technologies could require us to make significant investments in computer and printer equipment and software, render our current computer and printer equipment or software obsolete and have a significant negative impact on our business and results of operations.  Furthermore, technological changes, such as improvements or advancements in computer and printer equipment or software could require a significant investment on our part to train our designers how to use these new applications.
  
We may not be able to further implement our business strategy unless sufficient funds are raised in this offering.  If we do not raise at least $50,000 we may have to cease operations, which could cause investors to lose their investment in us.
 
In order to fund our operations, we believe that we need minimum proceeds of approximately $50,000 from this offering. We believe that $50,000 will be sufficient to pay for the expenses of this offering and conduct our proposed business activities. Moreover, we hope to raise $500,000, which would allow us to implement our business plan to the full extent that we envision. In addition, our available funds will not fund our activities for the next twelve months. If we fail to raise sufficient funds in this offering, investors may lose their entire cash investment.
 
 
5

 
We anticipate that we may need to raise additional capital to market our products and services. Our failure to raise additional capital will significantly affect our ability to fund our proposed marketing activities.
 
We are currently not engaged in any sophisticated marketing program to market our services because we lack sufficient capital and revenues to justify the expenditure. We need to raise at least $50,000 to pay for the costs of this offering and fund our proposed business activities. We believe that we will need to raise $500,000 in this offering to fully implement our business plans. However, we may need to spend more funds on marketing and promotion than we have initially estimated. Therefore, if we need additional funds, we will need to raise additional capital in addition to the funds raised in this offering. We do not know if we will be able to acquire additional financing at commercially reasonable rates. Our failure to obtain additional funds would significantly limit or eliminate our ability to fund our sales and marketing activities.
 
We may not have sufficient financial resources to fund our operations if the offering is substantially undersold.
 
There is no minimum offering amount for this offering. We may not sell any or all of the offered shares. If the offering is substantially undersold, investors may lose their entire investment because we will not have sufficient capital to fund our operations. If we do not sell all of the offered shares, we may also be forced to limit any proposed business activities, which will hinder our ability to generate revenues.
 
Investors in this offering will suffer immediate and substantial dilution of their investment because they will provide 99% of the capital for a 67% equity interest in the company.
 
The initial public offering price is substantially higher than the pro forma net tangible book value per share of our outstanding common stock. Our existing shareholder has paid considerably less than the amount to be paid for the common stock in this offering. As a result, assuming an initial public offering price of $0.05 per share, investors purchasing common stock in this offering will incur immediate dilution of $0.02 in pro forma net tangible book value per share of common stock as of June 30, 2011, if all of the offered shares are sold.
 
We may not realize sufficient proceeds from this offering to implement our business plan, as we are offering shares on direct participation basis, rather than using the experience of a dealer-broker.
 
We are offering shares on a direct participation basis. No individual, firm, or corporation has agreed to purchase any of the offered Shares. We cannot guaranty that any or all of the shares will be sold. We do not plan to use a dealer-broker, even though a dealer-broker may have more experience, resources or contacts to more effectively achieve the sale of shares. A delay in the sale of the shares in this offering can be expected to cause a similar delay in the implementation of our business plan.
 
Our officers and sole director are engaged in other activities that could conflict with our interests. Therefore, our officers and sole director may not devote sufficient time to our affairs, which may affect our ability to conduct marketing activities and generate revenues.
 
The individuals serving as our officers and director have existing responsibilities and may have additional responsibilities to provide management and services to other entities. As a result, conflicts of interest between us and the other activities of those entities may occur from time to time, in that our officers and director shall have conflicts of interest in allocating time, services, and functions between the other business ventures in which he may be or become involved and our affairs. 
 
We depend on the efforts and abilities of our officers.

We currently have only two officers, Michael Hawks and Bernard Colacchio, who are also our only employees.  Outside demands on our officers’ time may prevent each of them from devoting sufficient time to our operations. In addition, the demands on each of these individuals’ time will increase because of our status as a public company.  Mr. Hawks and Mr. Colacchio both have limited experience in managing a public company, which may impact our ability to meet our financial and business objectives as potential investors may not want to invest in a company whose management has limited public company experience. The interruption of the services of our management could significantly hinder our operations, profits and future development, if suitable replacements are not promptly obtained.  We do not currently have any executive compensation agreements. We cannot guaranty that our management will remain with us.
 
The costs to meet our reporting requirements as a public company subject to the Exchange Act of ’34 will be substantial and may result in us having insufficient funds to operate our business.
 
We will incur ongoing expenses associated with professional fees for accounting and legal expenses associated with being a public company. We estimate that these costs will range up to $25,000 per year for the next few years. Those fees will be higher if our business volume and activity increases.  Those obligations will reduce and possibly eliminate our ability and resources to fund our operations and may prevent us from meeting our normal business obligations.

 
6

 
We will be subject to the Section 15(d) reporting requirements under the Securities Exchange Act of 1934 which does not require a company to file all the same reports and information as a fully reporting company pursuant to Section 12.
 
We will be subject to the Section 15(d) reporting requirements according to the Securities Exchange Act of 1934, or Exchange Act. As a filer subject to Section 15(d) of the Exchange Act:
 
·  
we are not required to prepare proxy or information statements;
·  
our common stock will not be subject to the protection of the going private regulations;
·  
we will be subject to only limited portions of the tender offer rules;
·  
our officers, directors, and more than ten (10%) percent shareholders are not required to file beneficial ownership reports about their holdings in our company;
·  
our officers, directors, and more than ten (10%) percent shareholders are not subject to the short-swing profit recovery provisions of the Exchange Act; and
·  
more than five percent (5%) holders of classes of your equity securities will not be required to report information about their ownership positions in the securities.

If we have less than 300 shareholders at our next fiscal year end and at the conclusion of the offering, our reporting obligations under Section 15(d) of the Exchange Act will be suspended.

We are required to file the necessary reports in the fiscal year that the registration statement is declared effective. After that fiscal year and provided we have less than 300 shareholders, we are not required to file those reports. If those reports are not filed by us, the investors will have reduced visibility as to the company and our financial condition, which may negatively impact our shareholders’ ability to evaluate our prospects.

Our business could be hurt by changes in economic and advertising trends.

A decrease in demand for advertising space could negatively impact our business. General economic conditions and trends in the advertising industry affect the amount of advertising space purchased. A reduction in money spent on our displays could result from:

·  
a general decline in economic conditions;
·  
a decline in economic conditions in particular markets where we conduct business;
·  
a reallocation of advertising expenditures to other available media by significant users of our displays; or
·  
a decline in the amount spent on advertising in general.

Fluctuations in the costs of paper, ink, energy, and other raw materials may negatively impact our business.

Our business is subject to risks associated with the cost and availability of paper, ink, other raw materials, and energy. Consolidation of supplier markets or increases in the costs of these items may increase our costs, and we may not be able to pass these costs on to customers through higher prices. Increases in the costs of materials may adversely impact customers’ demand for printing and related services. A severe paper, multi-market energy shortage, or delivery delays could have an adverse effect upon many of our operations.
 
The printing business we compete in generally does not have long-term customer agreements, and our printing operations may be subject to quarterly and cyclical fluctuations.

The printing industry in which we compete is generally characterized by individual orders from customers or short-term contracts.  A significant portion of our customers are not contractually obligated to purchase products or services from us.  Most customer orders are for specific printing jobs, and repeat business largely depends on our customers’ satisfaction with our work product.  Although our business does not depend on any one customer or group of customers, we cannot be sure that any particular customer will continue to do business with us for any period of time. In addition, the timing of particular jobs or types of jobs at particular times of year may cause significant fluctuations in the operating results of our various printing operations in any given quarter.  We depend to some extent on sales to certain industries.  To the extent these industries experience downturns, the results of our operations may be adversely affected.

 
7

 
Risks related to owning our common stock:
 
We arbitrarily determined the offering price of the shares of common stock. Therefore, investors may lose all or part of their investment if the offering price is higher than the current market value of the offered shares.
 
The offering price of the shares of common stock being offered by us has been determined primarily by our capital requirements and has no relationship to any established criteria of value, such as book value or earnings per share. Additionally, because we have no significant operating history and have only generated minimal revenues to date, the price of the shares of common stock is not based on past earnings, nor is the price of the shares indicative of current market value for the assets owned by us. Investors could lose all or a part of their investment if the offering price has been arbitrarily set too high. Even if a public trading market develops for our common stock, the shares may not attain market values commensurate with the offering price.
 
Our board of directors has the authority, without stockholder approval, to issue preferred stock with terms that may not be beneficial to common stockholders and may grant voting powers, rights and preference that differ from or may be superior to those of the registered shares.
 
Our articles of incorporation allow us to issue 5,000,000 shares of preferred stock without any vote or further action by our stockholders. Our board of directors has the authority to fix and determine the relative rights and preferences of preferred stock. Our board of directors also has the authority to issue preferred stock without further stockholder approval, including large blocks of preferred stock. As a result, our board of directors could authorize the issuance of a series of preferred stock that would grant to holders the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock and the right to the redemption of the shares, together with a premium, prior to the redemption of our common stock.
 
Our officer, director and principal shareholder controls our operations and matters requiring shareholder approval.

Michael Hawks, our officer, director and principal shareholder, owns approximately 100% of our outstanding shares of common stock. Even if all the offered shares are sold, she will still own 33.3% of our outstanding shares of common stock.  As a result, Mr. Hawks will have the ability to control or significantly influence all matters requiring approval by our shareholders, including the election and removal of directors. Such control will allow Mr. Hawks to control the future course of the company. Mr. Hawks does not intend to purchase any of the shares in this offering. 

Investors should not look to dividends as a source of income.
 
In the interest of reinvesting initial profits back into our business, we do not intend to pay cash dividends in the foreseeable future.  Consequently, any economic return will initially be derived, if at all, from appreciation in the fair market value of our stock, and not as a result of dividend payments.
 
Because we may be subject to the “penny stock” rules, the level of trading activity in our stock may be reduced which may make it difficult for investors to sell their shares.
 
Broker-dealer practices in connection with transactions in “penny stocks” are regulated by certain penny stock rules adopted by the SEC.  Penny stocks generally are equity securities with a price of less than $5.00 per share.  The penny stock rules require a broker-dealer, prior to a purchase or sale of a penny stock not otherwise exempt from the rules, to deliver to the customer a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market.  The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account.  In addition, the penny stock rules generally require that prior to a transaction in a penny stock the broker-dealer make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction.  These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules.
 
We lack a public market for shares of our common stock, which may make it difficult for investors to sell their shares.
 
There is no public market for shares of our common stock. We cannot guaranty that an active public market will develop or be sustained. Therefore, investors may not be able to find purchasers for their shares of our common stock. Should there develop a significant market for our shares, the market price for those shares may be significantly affected by such factors as our financial results and introduction of new products and services.  Factors such as announcements of new services by us or our competitors and quarter-to-quarter variations in our results of operations, as well as market conditions in our sector may have a significant impact on the market price of our shares. Further, the stock market has experienced extreme volatility that has particularly affected the market prices of stock of many companies and that often has been unrelated or disproportionate to the operating performance of those companies.
 
 
8

 
Forward Looking Statements
 
Information in this prospectus contains “forward looking statements” which can be identified by the use of forward-looking words such as “believes,” “estimates,” “could,” “possibly,” “probably,” “anticipates,” “estimates,” “projects,” “expects,” “may,” “will,” or “should,” or other variations or similar words.  No assurances can be given that the future results anticipated by the forward-looking statements will be achieved.  The following matters constitute cautionary statements identifying important factors with respect to those forward-looking statements, including certain risks and uncertainties that could cause actual results to vary materially from the future results anticipated by those forward-looking statements.  Among the key factors that have a direct bearing on our results of operations are the costs and effectiveness of our operating strategy.  Other factors could also cause actual results to vary materially from the future results anticipated by those forward-looking statements.
 
Use of Proceeds
 
We will receive up to $500,000 if all of the shares of common stock offered by us at $0.05 per share are purchased. We cannot guaranty that we will sell any or all of the shares being offered by us.  This is a best efforts offering with no minimum offering amount. The table below estimates our use of proceeds, in order of priority, given the varying levels of success of the offering.  None of the proceeds will be used to reimburse the expenses that were previously paid by our president including office rent or compensation for services provided prior to the offering.
 
Offered Shares Sold
Offering Proceeds
Approximate Offering Expenses (1)
Total Net Offering Proceeds
Principal Uses of Net Proceeds
 
2,500,000 shares (25%)
$125,000
$15,000
$110,000
Rent/Office Expenses: $12,000
Computer Equipment:   $5,000
Website Development:  $5,000
Employees/Contractors: $20,000
Marketing/Printing:     $5,000
Working Capital:      $63,000
 
5,000,000 shares (50%)
$250,000
$15,000
$235,000
Rent/Office Expenses: $15,000
Computer Equipment:   $5,000
Website Development:    $5,000
Employees/Contractors: $60,000
Marketing/Printing:     $12,000
  Working Capital:    $138,000
  
 
 
 
7,500,000 shares (75%)
 
 
 
 
 
$375,000
 
 
 
 
 
$15,000
 
 
 
 
 
$360,000
Rent/Office Expenses: $18,000
Computer Equipment:   $10,000
Website Development:    $5,000
Employees/Contractors: $100,000
Marketing/Printing:     $12,000
Working Capital:    $215,000
 
 
 
 
10,000,000 shares (maximum)
 
 
 
 
 
$500,000
 
 
 
 
 
$15,000
 
 
 
 
 
$485,000
Rent/Office Expenses: $24,000
Computer Equipment:   $10,000
Website Development:    $5,000
Employees/Contractors: $140,000
Marketing/Printing:     $12,000
Working Capital:          $294,000
(1) Offering expenses have been rounded to $15,000.
 
Working capital will be used to pay general administrative expenses, legal expenses and accounting expenses for the next twelve months. Those expenses may increase if we are able to grow our operations and marketing activities.  Marketing expenses primarily include costs associated with travel and entertainment expenses to meet potential clients for our services.  Marketing expenses also includes development, preparation and printing of marketing materials, such as brochures and catalogs.  Funds projected above as allocated to the hiring of employees and independent contractors, are those who would be engaged to help conduct our business operations, and exclude compensation that would be paid to Michael Hawks, our president.  The funds from this offering will not be used to pay Mr. Hawks for any services related to activities undertaken to further the success of this offering, whether provided prior to, during, or subsequent to the offering. None of the proceeds will be used to reimburse the expenses that were previously paid by our president including office rent or compensation for services provided prior to the offering.

 
9

 
Determination of Offering Price
 
Factors Used to Determine Share Price. The offering price of the 10,000,000 shares of common stock being offered by us has been determined primarily by our capital requirements and has no relationship to any established criteria of value, such as book value or earnings per share.  Additionally, because we have no significant operating history and have only generated limited revenues to date, the price of the shares of common stock is not based on past earnings, nor is the price of the shares indicative of current market value for the assets owned by us. No valuation or appraisal has been prepared for our business and potential business expansion.
 
Dilution
 
We intend to sell 10,000,000 shares of our common stock. We were initially capitalized by the sale of our common stock. The following table sets forth the number of shares of common stock purchased from us, the total consideration paid and the price per share. The table assumes all 10,000,000 shares of common stock will be sold. The founding shareholder is Michael Hawks.

 
 
Shares Issued
 
Total Consideration
Price
Per Share
Number
Percent
Amount
Percent
 
Founding Shareholder(1)
 
5,000,000 Shares
 
33.3%
 
$5,000
 
1%
 
$0.001
 
Purchasers of Shares
 
10,000,000 Shares
 
66.7%
 
$500,000
 
99%
 
$0.05
 
Total
 
15,000,000 Shares
 
100%
 
$505,000
 
100%
 

     
(1) The founding shareholder was issued 5,000,000 shares of our common stock in exchange for services valued
     at $5,000, or $0.001 per share.
 
The following table sets forth the difference between the offering price of the shares of our common stock being offered by us, the net tangible book value per share, and the net tangible book value per share after giving effect to the offering by us, assuming that 100%, 75%, 50% and 25% of the offered shares are sold. Net tangible book value per share represents the amount of total tangible assets less total liabilities divided by the number of shares outstanding as of June 30, 2011.  Totals may vary due to rounding.
 
 
100% of offered shares are sold
75% of offered shares are sold
50% of offered shares are sold
25%  of offered shares are sold
Offering Price
$0.05
per share
$0.05
per share
$0.05
per share
$0.05
per share
Net tangible book value at 06/30/11
$0.004
per share
$0.004
per share
$0.004
per share
$0.004
per share
Net tangible book value after giving effect to the offering
$0.035
per share
$0.032
per share
$0.027
per share
$0.019
per share
Increase in net tangible book value per share attributable to cash payments made by new investors
$0.031
per share
$0.028
per share
$0.023
per share
$0.015
per share
Per Share Dilution to New Investors
$0.019
per share
$0.022
per share
$0.027
per share
$0.035
per share
Percent Dilution to New Investors
38%
44%
54%
70%
 
 
10

 
Selling Security Holder
 
There are no selling security holders in this offering.
 
Plan of Distribution
 
We are offering for sale 10,000,000 shares of our common stock in a direct public offering on a best efforts basis with no minimum.  There is no minimum amount that must be sold, and we will receive any proceeds from this offering immediately upon the acceptance of subscription agreements we receive.  We will accept or reject any subscription agreement within ten days of receipt, and any checks submitted with rejected subscription agreements will be returned promptly.
 
We have not conducted any discussions or negotiations for the sale of all or any portion of those 10,000,000 shares of our common stock. There is no minimum number of shares that must be purchased by each prospective purchaser and the maximum number of shares we will sell is 10,000,000. We will not pay any commissions or other fees, directly or indirectly to any person or firm in connection with solicitation of sales of the common stock.  We will not conduct any aspect of this offering online, nor is any such online offering contemplated. This offering will terminate 180 days following the effective date of this registration statement, and will not be extended.  
 
Michael Hawks, our officer and director, does not have any agreement or plan to purchase any shares in this offering.  Mr. Hawks will participate in the offer and sale of our shares of common stock, and rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934.  Although Mr. Hawks is an associated person of the company as that term is defined in Rule 3a4-l under the Exchange Act, he believes he will not be deemed to be a broker for the following reasons:
 
·  
Mr. Hawks is not subject to a statutory disqualification as that term is defined in Section 3(a)(39) of the Exchange Act at the time of his participation in the sale of our securities.
·  
Mr. Hawks will not be compensated for his participation in the sale of company securities by the payment of commission or other remuneration based either directly or indirectly on transactions in securities.
·  
Mr. Hawks is not an associated person of a broker or dealer at the time of participation in the sale of company securities.

Mr. Hawks will restrict his participation to the following activities:
 
·  
preparing any written communication or delivering any communication through the mails or other means that does not involve oral solicitation by the president of a potential purchaser;
·  
responding to inquiries of potential purchasers in communication initiated by the potential purchasers, provided, however, that the content of responses are limited to information contained in a registration statement filed under the Securities Act or other offering document;
·  
performing ministerial and clerical work involved in effecting any transaction.

We have not retained a broker for the sale of securities being offered. In the event we retain a broker who may be deemed an underwriter, an amendment to the registration statement will be filed.
 
The shares of common stock being offered by us have not been registered for sale under the securities laws of any state as of the date of this prospectus.
 
Under the Securities Exchange Act of 1934 and the regulations thereunder, any person engaged in a distribution of the shares of our common stock offered by this prospectus may not simultaneously engage in market making activities with respect to our common stock during the applicable “cooling off” periods prior to the commencement of such distribution.
 
Legal Proceedings
 
There are no legal actions pending against us nor are any legal actions contemplated by us at this time.
 
 
11

 
Directors, Executive Officers, Promoters and Control Persons
 
Executive Officers and Directors. Our directors and principal executive officers are as specified on the following table:
 
Name
Age
 Position
Michael Hawks
39
Chief Executive Officer, President, Secretary and a director
Bernard Colacchio
42
Chief Financial Officer, Treasurer
 
Michael Hawks. Mr. Hawks has been our President, Secretary, and sole director since our inception. From 2005 to the present, Mr. Hawks was the Vice President of Parker Printing, Inc., a California corporation, where he oversees the day to day operations as well as all sales and marketing management including new business and website development.  From 1999 to 2005, Mr. Hawks was an Infusion Therapy Specialist at B. Braun Medical where he was responsible for hospital sales and marketing in the greater Orange County and Long Beach territories. From 1997 to 1999, Mr. Hawks was a sales representative at The Standard Register Company where he was responsible for outside printing sales in Orange County. Mr. Hawks graduated with a Bachelor of Science degree from the University of California, Berkeley in 1995.  Mr. Hawks is currently not an officer or director of any reporting company.  Mr. Hawks currently devotes approximately twenty hours per week to our operations.  From 2007 to 2009, Mr. Hawks was the President, Secretary, Chief Financial Officer, and a director of SN Strategies Corp., a reporting company.
 
Bernard Colacchio. Mr. Colacchio has been our treasurer since inception. From 1993 to the present, Mr. Colacchio was the Vice President of Parker Printing, Inc., a California corporation, where he is responsible for printing and finishing services.  Mr. Colacchio currently devotes approximately five hours per week to our operations.

All directors hold office until the completion of their term of office, which is not longer than one year, or until their successors have been elected.   All officers are appointed annually by the board of directors and, subject to employment agreements (which do not currently exist) serve at the discretion of the board. Currently, our director receives no compensation.
 
Michael Hawks is the brother in law of Bernard Colacchio. There are no orders, judgments, or decrees of any governmental agency or administrator, or of any court of competent jurisdiction, revoking or suspending for cause any license, permit or other authority to engage in the securities business or in the sale of a particular security or temporarily or permanently restraining any of our officers or directors from engaging in or continuing any conduct, practice or employment in connection with the purchase or sale of securities, or convicting such person of any felony or misdemeanor involving a security, or any aspect of the securities business or of theft or of any felony. Nor are any of the officers or directors of any corporation or entity affiliated with us so enjoined.
 
Security Ownership of Certain Beneficial Owners and Management
 
The following table sets forth certain information regarding the beneficial ownership of our common stock as of September 7, 2011, by each person or entity known by us to be the beneficial owner of more than 5% of the outstanding shares of common stock, each of our directors and named executive officers, and all of our directors and executive officers as a group.
 
Title of Class
Name and Address of Beneficial Owner
Amount and Nature of Beneficial Owner
Percent of Class if No Shares are Sold
Percent of Class if 5,000,000 Shares are Sold
Percent of Class if 10,000,000 Shares are Sold
 
Common Stock
 
Michael Hawks
1077 Balboa Avenue
Laguna Beach, CA 92651
 
 
 
5,000,000 shares,
President, Secretary, Director
 
100%
 
50%
 
33.3%
Common Stock
Bernard Colachio
1077 Balboa Avenue
Laguna Beach, CA 92651
 
No shares,
Treasurer
0%
0%
0%
 
Common Stock
 
All directors and named executive officers as a group
 
5,000,000 shares
 
100%
 
50%
 
33.3%
 
 
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Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities.  In accordance with Securities and Exchange Commission rules, shares of our common stock which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become exercisable within 60 days of the date of the table are deemed beneficially owned by the optionees. Subject to community property laws, where applicable, the persons or entities named in the table above have sole voting and investment power with respect to all shares of our common stock indicated as beneficially owned by them.
 
Changes in Control.  Our management is not aware of any arrangements which may result in a change in control.
 
Committees. Our Board of Directors does not currently have a compensation committee or nominating and corporate governance committee because, due to the Board of Director’s composition and our relatively limited operations, the Board of Directors believes it is able to effectively manage the issues normally considered by such committees. Our Board of Directors may undertake a review of the need for these committees in the future.
 
Audit Committee and Financial Expert. Presently, the Board of Directors acts as the audit committee. The Board of Directors does not have an audit committee financial expert. The Board of Directors has not yet recruited an audit committee financial expert to join the board of directors because we have only recently commenced a significant level of financial operations.
 
Code of Ethics. We do not currently have a Code of Ethics that applies to all employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. We plan to adopt a Code of Ethics.
 
Description of Securities
 
We were authorized to issue 50,000,000 shares of $.001 par value common stock and 5,000,000 shares of $.001 par value preferred stock.  As of September 7, 2011, there were 5,000,000 shares of our common stock were issued and outstanding. No shares of our preferred stock are issued and outstanding.
 
Each shareholder of our common stock is entitled to a pro rata share of cash distributions made to shareholders, including dividend payments.  The holders of our common stock are entitled to one vote for each share of record on all matters to be voted on by shareholders. There is no cumulative voting with respect to the election of our directors or any other matter. Therefore, the holders of more than 50% of the shares voted for the election of those directors can elect all of the directors. In the event of our liquidation, dissolution or winding up, the holders of common stock are entitled to share ratably in all assets remaining available for distribution to them after payment of our liabilities and after provision has been made for each class of stock, if any, having any preference in relation to our common stock. Holders of shares of our common stock have no conversion, preemptive or other subscription rights, and there are no redemption provisions applicable to our common stock.
 
Dividend Policy. We have never declared or paid a cash dividend on our capital stock. We do not expect to pay cash dividends on our common stock in the foreseeable future. We currently intend to retain our earnings, if any, for use in our business. Any dividends declared in the future will be at the discretion of our board of directors.
 
Preferred Stock. We have not designated the right and preferences of our preferred stock. The availability or issuance of these shares could delay, defer, discourage or prevent a change in control.
 
Our Articles of Incorporation and our Bylaws do not contain any provisions which were included to delay, defer, discourage or prevent a change in control.
 
Interest of Named Experts and Counsel
 
No “expert” or our “counsel” was hired on a contingent basis, or will receive a direct or indirect interest in us, or was a promoter, underwriter, voting trustee, director, officer, or employee of the company, at any time prior to the filing of this registration statement.
 
Disclosure of Commission Position on Indemnification for Securities Act Liabilities
 
Article Twelve of our Articles of Incorporation provides, among other things, corporation shall indemnify any person who was or is threatened to be made a party to a proceeding by reason of the fact that he or she is:
 
·  
is or was a director or officer of the corporation or
·  
is or was serving at the request of the corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise, to the fullest extent permitted under the Nevada General Corporation Law, as the same exists or may hereafter be amended; provided, however, that except as provided in this Article Twelve with respect to proceedings to enforce rights to indemnification, the corporation shall indemnify any such indemnitee in connection with a proceeding initiated by such indemnitee only if such proceeding was authorized by the board of directors of the corporation.
 
 
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Article Thirteen of our Articles of Incorporation provides, among other things, that our officers and directors shall not be personally liable to us or our shareholders for breach of fiduciary duty as an officer or a director, except for liability:

·  
for acts or omissions not in good faith or which involve intentional misconduct, fraud or a knowing violation of law; or
·  
for unlawful payments of dividends or unlawful stock purchase or redemption by us.

Section Ten of our Bylaws also provides that our officers and directors shall be indemnified and held harmless by us to the fullest extent permitted by the provisions of the Nevada Revised Statutes.
 
Accordingly, our directors may have no liability to our shareholders for any mistakes or errors of judgment or for any act of omission, unless as provided under the Nevada Revised Statutes, the act or omission involves intentional misconduct, fraud, or a knowing violation of law or results in unlawful distributions to our shareholders as provided.
 
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in that act and is, therefore, unenforceable.
 
Organization Within Last Five Years
 
Transactions with Promoters. Michael Hawks was our promoter and serves as our President, Secretary and sole director. In May 2009, we issued 5,000,000 shares of our common stock to Michael Hawks, who was our founder and our officer and director at inception. Those shares were issued in exchange for services valued at $5,000, or $0.001 per share.
 
Description of Business
 
Our Background. We were incorporated in Nevada on May 1, 2009.
 
Our Business.  We are a print production, design and media company specializing in all types of advertising print and digital design which range from large format graphics and poster printing to digital motion graphics and client website construction.  We specialize in providing and maintaining outdoor advertising such as street furniture and provide services including, but not limited to, bus shelters, newsstands, vehicle/fleet wraps, tradeshow graphics, color offset, signs and posters, banners, billboards, wall-coverings and web-to-print and fulfillment.  Our services include the design, manufacturing and installation of such advertising. We also provide prepress, quality print, design and finishing to various clients.  We work with large corporations, agencies and design marketing firms across the country to help deliver clients’ messages through numerous advertising channels.
 
We believe that we need minimum proceeds from this offering of approximately $50,000 to pay for the expenses of this offering and our proposed business activities for the next twelve months. Our current funds are insufficient to continue our business for the next twelve months in the current manner that we are operating. We believe we will need to raise proceeds of $500,000 in order to implement our business plan to the full extent that we envision and fund our operations for the next 36 months. Such business activities include the following:

·  
Purchase of computer and printing equipment;
·  
Hiring of salespersons and independent contractors that can provide services to our clients; and
·  
Attending tradeshows and conferences to meet professionals who can potentially refer business to us.
 
Our Target Markets and Marketing Strategy.  We believe that our primary target market consists of small and large size entities that desire high-end print production, design and media services. Our marketing strategy is to promote our services and products and attract businesses to us.  Our marketing initiatives will include:
 
·     
utilizing the contacts of our management;
·     
establish relationships with industry professionals, who can refer customers to us;
·     
attend industry tradeshows; and
·     
initiate direct contact with potential customers.
 
Growth Strategy. Our objective is to become one of the dominant providers of high-end print production, design and media services to various entities. Our strategy is to develop relationships with our customers while providing a high level of personal service, which we believe will provide us with a competitive advantage. Key elements of our strategy include:
 
·    
increase our relationships with our current customers;
·    
continue and expand our website; and
·    
pursue relationships with companies that will support our business development.

 
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Our Website.  Our website is located at www.nycamedia.com and provides a description of our services along with our contact information including our address, telephone number and e-mail address. Our website also provides prospective customers with relevant information about our services.
 
Our Competition. The print production, design and media services industry in the United States is highly competitive. We compete with a variety of companies, many of which have greater financial and other resources than us, or are subsidiaries or divisions of larger organizations. In particular, the industry is characterized by a small number of large, dominant organizations that perform advertising printing related services.
 
The major competitive factors in our business are the timeliness and quality of customer service, the quality of finished products and price. Our ability to compete effectively in providing customer service and quality finished products depends primarily on the level of training of our staff, the utilization of computer software and equipment and the ability to perform the services with speed and accuracy. We believe we compete effectively in all of these areas.
 
Many of our competitors have substantially greater financial, technical, managerial, marketing and other resources than we do and they may compete more effectively than we can. If our competitors offer high-end print production, design and media services at lower prices than we do, we may have to lower the prices we charge, which will adversely affect our results of operations.  Furthermore, many of our competitors are able to obtain more experienced employees than we can.
 
Our Industry. The United States printing industry is large and highly fragmented with approximately 31,546 estimated participants as reported in the 2009 United States Department of Labor Bureau of Labor Statistics Census of Establishments, Employment and Wages. This is down 1,111 from approximately 32,657 participants in 2008. The industry consists of a few large companies with sales in excess of $1 billion, several mid-sized companies with sales in excess of $100 million and thousands of smaller operations. These printing businesses operate in a broad range of sectors, including commercial printing, quick printing, digital printing, manifold business forms printing, blankbook and looseleaf binder manufacturing, among others.  The printing industry continues to experience pricing pressure related to increases in the cost of materials used in the manufacture of our products. We do not know whether raw material pricing will increase in 2012.
 
Government Regulation. We are also subject to federal, state and local laws and regulations generally applied to businesses, such as payroll taxes on the state and federal levels. We believe that we are in conformity with all applicable laws in Nevada, California and the United States.
 
Our Research and Development.  We are not currently conducting any research and development activities, other than the development of our website.  We do not anticipate conducting such activities in the near future.
 
Intellectual Property. We do not presently own any copyrights, patents, trademarks, licenses, concessions or royalties, and we may rely on certain proprietary technologies, trade secrets, and know-how that are not patentable.
 
We own the Internet domain name www.nycamedia.com. Under current domain name registration practices, no one else can obtain an identical domain name, but someone might obtain a similar name, or the identical name with a different suffix, such as “.org”, or with a country designation. The regulation of domain names in the United States and in foreign countries is subject to change, and we could be unable to prevent third parties from acquiring domain names that infringe or otherwise decrease the value of our domain names.
 
Insurance. We currently do not maintain any insurance.

Employees. As of September 7, 2011, we have no employees other than our two officers. We anticipate that we will be using the services of independent contractors as consultants to support our expansion and business development. We are not a party to any employment agreements.
 
Facilities. Our executive, administrative and operating offices are located at 1077 Balboa Avenue, Laguna Beach, CA 92651. Michael Hawks, our officer and director, provides approximately 200 square feet of office space at no charge. Our financial statements reflect the fair market value of that space which is approximately $200 per month. We do not have a written lease or sublease agreement with Mr. Hawks. Mr. Hawks does not expect to be paid or reimbursed for providing office facilities. We believe that our facilities are adequate for our needs and that additional suitable space will be available on acceptable terms as required.
 
Legal Proceedings. There are no legal actions pending against us nor are any legal actions contemplated by us at this time.

 
15

 
Management's Discussion and Analysis of Financial Condition and Results of Operations
 
Critical Accounting Policy and Estimates. Our Management’s Discussion and Analysis of Financial Condition and Results of Operations section discusses our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to revenue recognition, accrued expenses, financing operations, and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources. In addition, these accounting policies are described at relevant sections in this discussion and analysis and in the notes to the financial statements included in this prospectus.
 
Development Stage Company

The Company is considered to be in the development stage as defined by ASC 915.  The Company has devoted substantially all of its efforts to the corporate formation, the raising of capital and generating revenues from the Company’s print production services.

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

Cash and Cash Equivalents
 
The Company considers all highly liquid debt instruments and other short-term investments with maturity of three months or less, when purchased, to be cash equivalents.

Recoverability of Long-Lived Assets
 
The Company has adopted Accounting Standards Codification subtopic 360-10, Property, Plant and Equipment (“ASC 360-10”).  ASC 360-10 requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.  

Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses or a forecasted inability to achieve break-even operating results over an extended period.  The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows.  Should impairment in value be indicated, the carrying value of intangible assets would be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset.  ASC 360-10 also requires assets to be disposed of be reported at the lower of the carrying amount or the fair value less costs to sell.

Income Taxes
 
The Company has adopted Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”).  ASC 740-10 requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns.  Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.  Valuation allowances are established, when necessary, to reduce deferred tax assets to amounts that are expected to be realized.
 
The Company adopted the provisions of FASB Interpretation No. 48; “Accounting For Uncertainty In Income Taxes” - An Interpretation of ASC Topic 740 ("FIN 48"). FIN 48 contains a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not, that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating the Company's tax positions and tax benefits, which may require periodic adjustments. At June 30, 2011 and December 31, 2010, the Company did not record any liabilities for uncertain tax positions.

 
16

 
Revenue Recognition

The Company will record revenue from sales in accordance with ASC 605. The criteria for recognition are as follows:
 
1)  
Persuasive evidence of an arrangement exists;
2)  
Delivery has occurred or services have been rendered;
3)  
The seller’s price to the buyer is fixed or determinable, and
4)  
Collectability is reasonably assured.

Determination of criteria (3) and (4) will be based on management's judgments 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, and other adjustments will be provided for in the same period the related sales are recorded.
 
Share-Based Compensation
 
The Company accounts for share-based compensation in accordance with Accounting Standards Codification subtopic 718-10, Stock Compensation (“ASC 718-10”).  This requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors, including employee stock options and employee stock purchases related to an Employee Stock Purchase Plan based on the estimated fair values.
 
As of June 30, 2011 and 2010, there were no outstanding employee stock options.

Basic and Diluted Loss Per Common Share

Basic net loss per common share is computed using the weighted average number of common shares outstanding.  Diluted loss per share reflects the potential dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options and warrants.  There were no dilutive potential common shares as of June 30, 2011. Because the Company has incurred net losses and there are no potential dilutive shares, basic and diluted loss per common share are the same.

Recently Issued Accounting Standards
 
In February 2010, the FASB issued Accounting Standards Update 2010-09 which amends ASC 855.  FASB 2010-09 defines the term “SEC Filer” and eliminates the requirement that an SEC filer disclose the date through which subsequent events have been evaluated.  This change was made to alleviate potential conflicts between ASC 855-10 and the reporting requirements of the SEC.  FASB 2010-09 was effective immediately, but is not expected to have a material effect on the Company’s financial statements.
 
In February 2010, the FASB issued Update No. 2010-08 “Technical Corrections to Various Topics” (“2010-08”). 2010-08 represents technical corrections to SEC paragraphs within various sections of the Codification. Management is currently evaluating whether these changes will have any material impact on its financial position, results of operations or cash flows.
  
In April 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-17 (“ASU 2010-17”), Revenue Recognition-Milestone Method (Topic 605): Milestone Method of Revenue Recognition. The amendments in this Update are effective on a prospective basis for milestones achieved in fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early adoption is permitted. If a company elects early adoption and the period of adoption is not the beginning of the entity’s fiscal year, the entity should apply the amendments retrospectively from the beginning of the year of adoption. The Company does not expect the provisions of ASU 2010-17 to have a material effect on the financial position, results of operations or cash flows of the Company.
 
There were various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company's consolidated financial position, results of operations or cash flows.

 
17

 

Overview.  On May 1, 2009, nycaMedia, Inc. was incorporated in the State of Nevada.  We are a print production, design and media company that specializes in all types of advertising printing and digital design, which range from large formal graphics and poster printing to digital motion graphics and client website construction.
 
The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements for the period ended June 30, 2011 and 2010 and our audited financial statements for the year ended December 31, 2010 and period from May 1, 2009 (inception) to December 31, 2009, together with notes thereto, which are included in this Registration Statement on Form S-1.
 
For the three months ended June 30, 2011, as compared to the three months ended June 30, 2010.
 
Results of Operations.
 
Revenues.  Our revenues decreased by $31,169 from $56,659 for the three months ended June 30, 2010 to $25,490 for the three months ended June 30, 2011. The decrease in revenues between the comparable periods was attributable to a slowdown in sales which we believe was directly related to the uncertainty in the economy.  We hope to generate increased revenues as we continue operations and implement our business plan.

Costs of Revenues.  Our cost of goods sold decreased by $27,303 from $30,695 for the three months ended June 30, 2010 to $3,392 for the three months ended June 30, 2011.  The decrease in cost of goods sold was primarily related to decreased revenues.

Gross Profit.  Our gross profit decreased by $3,866 from $25,964 for the three months ended June 30, 2010 to $22,098 for the three months ended June 30, 2011. The decrease in gross profit was primarily due to decreased revenues.

Operating Expenses.  Our operating expenses decreased by $13,268 from $25,726 for the three months ended June 30, 2010 to $12,458 for the three months ended June 30, 2011.  The overall decrease between the comparable periods is primarily due to a decrease in general and administrative expenses, which decreased from $25,397 for the three months ended June 30, 2010, to $11,268 for the three months ended June 30, 2011.  Additionally, our selling expenses increased from $329 for the three months ended June 30, 2010, to $333 for the three months ended June 30, 2011.  Professional fees increased from $0 for the three months ended June 30, 2010 to $857 for the three months ended June 30, 2011.  The increase in professional fees was due to increased legal fees.
 
Other Expense.  Interest expense increased $41 from $0 for the three months ended June 30, 2010 to $41 for the three months ended June 30, 2011.  The increase in interest expense was a result of issuing a $5,000 note payable to an investor on June 6, 2011. The note bears 10% interest per annum and is payable on demand.

Income Tax Expense.  Income tax expense increased $1,376 from $1,839 for the three months ended June 30, 2010 to $3,215 for the three months ended June 30, 2011.  The increase in income tax was a result of increased taxable income for the three months ended June 30, 2011.
 
Net Income (loss).  Our net income increased $7,985 from a net loss of $1,601 for the three months ended June 30, 2010 to a net income of $6,384 for the three months ended June 30, 2011.  Our net income increased by decreasing our operating expenses.
 
For the six months ended June 30, 2011, as compared to the six months ended June 30, 2010.
 
Results of Operations.
 
Revenues.  Our revenues decreased by $34,439 from $95,800 for the six months ended June 30, 2010 to $61,361 for the six months ended June 30, 2011. The decrease in revenues between the comparable periods was attributable to a slowdown in sales which we believe was directly related to the uncertainty in the economy.  We hope to generate increased revenues as we continue operations and implement our business plan.

Costs of Revenues.  Our cost of goods sold decreased by $21,312 from $45,120 for the six months ended June 30, 2010 to $23,808 for the six months ended June 30, 2011.  The decrease in cost of goods sold was primarily related to decreased revenues.

Gross Profit.  Our gross profit decreased by $13,127 from $50,680 for the six months ended June 30, 2010 to $37,553 for the six months ended June 30, 2011. The decrease in gross profit was primarily due to decreased revenues.

 
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Operating Expenses.  Our operating expenses increased $2,495 from $32,425 for the six months ended June 30, 2010 to $34,920 for the six months ended June 30, 2011.  The overall increase between the comparable periods is primarily due to increased selling expenses, which increased from $713 for the six months ended June 30, 2010, to $1,000 for the six months ended June 30, 2011 and professional fees increased from $0 for the six months ended June 30, 2010 to $2,282 for the six months ended June 30, 2011.  The increase in professional fees was due to increased legal fees.  These increases were partially offset by a small decrease in general and administrative expenses, which decreased from $31,712 for the six months ended June 30, 2010, to $31,638 for the six months ended June 30, 2011.

Other Expense.  Interest expense increased $41 from $0 for the six months ended June 30, 2010 to $41 for the six months ended June 30, 2011.  The increase in interest expense was a result of issuing a $5,000 note payable to an investor on June 6, 2011. The note bears 10% interest per annum.

Income Tax Expense.  Income tax expense decreased $2,475 from $6,479 for the six months ended June 30, 2010 to $4,004 for the six months ended June 30, 2011.  The decrease in income tax was a result of a decrease in taxable income for the six months ended June 30, 2011.
 
Net Income (loss).  Our net income decreased $13,188 from a net income of $11,776 for the six months ended June 30, 2010 to a net loss of $1,412 for the six months ended June 30, 2011.  The net loss was attributable to decreased revenue.

For the year ended December 31, 2010, as compared to the period from May 1, 2009 (inception) to December 31, 2009.

Results of Operations.

Revenues.  Our revenues increased by $3,834 from $150,381 for the period from May 1, 2009 (inception) to December 31, 2009 to $154,215 for the year ended December 31, 2010. We hope to generate increased revenues as we continue operations and implement our business plan.

Costs of Revenues.  Our cost of goods sold decreased by $24,597 from $97,018 for the period from May 1, 2009 (inception) to December 31, 2009 to $72,421 for the year ended December 31, 2010. The decrease in cost of goods sold was primarily due to lower negotiated prices paid to vendors for supplies.  

Gross Profit.  Our gross profit increased by $28,431 from $53,363 for the period from May 1, 2009 (inception) to December 31, 2009 to $81,794 for the year ended December 31, 2010. The increase in our gross profit was primarily due to decreased prices paid to vendors for supplies and materials.

Operating Expenses.  Our operating expenses increased $25,111 from $45,142 for the period from May 1, 2009 (inception) to December 31, 2009 to $70,253 for the year ended December 31, 2010.  The overall increase between the comparable periods is primarily due to an increase in general and administrative expenses, which increased from $44,147 for the period from May 1, 2009 (inception) to December 31, 2009, to $48,613 for the year ended December 31, 2010.  The increase in general and administrative expenses was attributable to depreciation expense and increased office expenses.  Additionally, our selling expenses increased from $0 for the period from May 1, 2009 (inception) to December 31, 2009, to $18,871 for the year ended December 31, 2010.  The increase in selling expenses was primarily attributable to advertising and commissions paid for sales.   Professional fees increased from $995 for the period from May 1, 2009 (inception) to December 31, 2009 to $2,769 for the year ended December 31, 2010.  The increase in professional fees was due to increased legal fees.

Income Tax Expense.  Income tax expense increased $142 from $4,710 for the period from May 1, 2009 (inception) to December 31, 2009 to $4,852 for the year ended December 31, 2010.  The increase in income tax was a result of increased taxable income for the year ended December 31, 2010.

Net Income.  Our net income increased $3,178 from $3,511 for the period from May 1, 2009 (inception) to December 31, 2009 to $6,689 for the year ended December 31, 2010.  Our net income increased by improving our gross margin.

Liquidity and Capital Resources.   On May 5, 2009, we issued 5,000,000 shares of common stock to our founder at a value of $5,000 ($0.001 per share) for services rendered by our founder, which included the following:  corporate formation, website development and identifying strategic business partners.
 
As of June 30, 2011 our total assets were $37,874, which consisted of cash of $20,619, other receivable of $7,728, a deferred tax asset of $1,295 and property and equipment of $8,232.

As of June 30, 2011, we had liabilities of $18,886 of which $4,494 were represented by accounts payable and accrued expenses, $7,429 of income tax payable, $5,000 note payable and $1,963 of deferred tax liability – non-current. We had no other long term liabilities, commitments or contingencies.

We expect to incur significant accounting and legal costs associated with being a public company. We expect that the legal and accounting costs of becoming a public company will continue to impact our liquidity and we may need to obtain funds to pay those expenses. We estimate that these costs will range up to $25,000 per year for the next few years. Those fees will be higher if our business volume and activity increases. 

 
19

 
During the next three to six months, our primary objective is to raise funds in this offering and increases our revenues from operations. We believe that the size of our operations may vary depending on the amount of funds we are able to raise in this offering.
 
At June 30, 2011, we had a cash balance of $20,619. In the opinion of management, available funds are not sufficient to satisfy our working capital requirements for the next twelve months.   Our forecast for the period for which our financial resources will be adequate to support our operations involves risks and uncertainties and actual results could fail as a result of a number of factors.  We intend to pursue capital through public or private financing as well as borrowings and other sources, such as our officers and directors. We cannot guarantee that additional funding will be available on favorable terms, if at all. If adequate funds are not available, we hope that our officers and directors will contribute funds to pay for our expenses to achieve our objectives over the next twelve months, although we cannot guarantee they will do so.
 
We do not anticipate that we will purchase any significant equipment. In the event that we generate significant revenues and expand our operations, then we may need to hire additional employees or independent contractors.

Off-Balance Sheet Arrangements.   We have no off-balance sheet arrangements.

Description of Property
 
Property held by us. We do not presently own any interests in real estate.
 
Our Facilities. Our executive, administrative and operating offices are located at 1077 Balboa Avenue, Laguna Beach, CA 92651. Michael Hawks, our officer and director, provides approximately 200 square feet of office space at no charge. Our financial statements reflect the fair market value of that space which is approximately $200 per month. We do not have a written lease or sublease agreement with Mr. Hawks. Mr. Hawks does not expect to be paid or reimbursed for providing office facilities. We believe that our facilities are adequate for our needs and that additional suitable space will be available on acceptable terms as required. For the year ended December 31, 2010, and for the period from May 1, 2009 (inception) to December 31, 2009, we recorded a total rent expense of $2,400 and $1,600, respectively.
 
Certain Relationships and Related Transactions
 
Certain Relationships. Michael Hawks, our officer and director, is the brother in law of Bernard Colacchio, our officer.

Related party transactions.
 
In May 2009, we issued 5,000,000 shares of our common stock to Michael Hawks, our officer and director at inception.  These shares were issued in exchange for services valued at $5,000, or $0.001 per share.

On June 6, 2011, we issued a promissory note to Michael Hawks, our officer and director, in the amount of $5,000.  The note is payable on demand and bears interest at 10% per annum.  We recorded interest expense in the amount of $41 at June 30, 2011.

Michael Hawks, our officer and director, currently provides approximately 200 square feet of office space to us at no charge. Our financial statements reflect, as occupancy costs, the fair market value of that space, which is approximately $200 per month. For the year ended December 31, 2010, and for the period from May 1, 2009 (inception) to December 31, 2009, we recorded a total rent expense of $2,400 and $1,600, respectively.
 
There have been no other related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 of Regulation S-K.

Market for Common Equity and Related Stockholder Matters
 
Reports to Security Holders. Our securities are not listed for trading on any exchange or quotation service. We are not required to comply with the timely disclosure policies of any exchange or quotation service. The requirements to which we would be subject if our securities were so listed typically include the timely disclosure of a material change or fact with respect to our affairs and the making of required filings.
 
When we become a reporting company with the Securities and Exchange Commission, the public may read and copy any materials filed with the Securities and Exchange Commission at the Security and Exchange Commission’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public may also obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-SEC-0330.  The Securities and Exchange Commission maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Securities and Exchange Commission. The address of that site is http://www.sec.gov.
 
 
20

 
As of September 7, 2011, there was one record holder of our common stock.
 
There are no outstanding shares of our common stock which can be sold pursuant to Rule 144. There are no outstanding options or warrants to purchase, or securities convertible into, shares of our common stock. There are no outstanding shares of our common stock that we have agreed to register under the Securities Act of 1933 for sale by security holders.
 
There have been no cash dividends declared on our common stock.  Dividends are declared at the sole discretion of our Board of Directors.
 
Recent Sales of Unregistered Securities. There have been no sales of unregistered securities within the last three (3) years which would be required to be disclosed pursuant to Item 701 of Regulation S-K, except for the following:
 
On May 5, 2009, we issued 5,000,000 shares of our common stock to Michael Hawks for services valued at $5,000, or $0.001 per share. The shares were issued in a transaction which we believe satisfies the requirements of that certain exemption from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended, which exemption is specified by the provisions of Section 4(2) of that act.
  
Purchases of Equity Securities. None.
 
No Equity Compensation Plan. We do not have any securities authorized for issuance under any equity compensation plan.  We also do not have an equity compensation plan and do not plan to implement such a plan.
 
Penny stock regulation.  Shares of our common stock are subject to rules adopted the SEC 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 those securities is provided by the exchange or system).  The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the SEC, which contains the following:

·  
a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;
·  
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 violation to such duties or other requirements of securities’ laws;
·  
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;
·  
a toll-free telephone number for inquiries on disciplinary actions;
·  
definitions of significant terms in the disclosure document or in the conduct of  trading in penny stocks; and
·  
such other information and is in such form (including language, type, size and format), as the SEC shall require by rule or regulation.

Prior to effecting any transaction in penny stock, the broker-dealer also must provide the customer the following:

·  
the bid and offer quotations for the penny stock;
·  
the compensation of the broker-dealer and its salesperson in the transaction;
·  
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
·  
monthly account statements 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 written suitability statement.  These disclosure requirements may have the effect of reducing the trading activity in the secondary market for a stock that becomes subject to the penny stock rules.  Holders of shares of our common stock may have difficulty selling those shares because our common stock will probably be subject to the penny stock rules.
 
 
21

 
Executive Compensation
 
Summary Compensation Table.  The table set forth below summarizes the annual and long-term compensation for services in all capacities to us payable to our principal executive officer and our other executive officers for the year ended December 31, 2010, and for the period from May 1, 2009 (inception) to December 31, 2009.  
 
SUMMARY COMPENSATION TABLE
Name and Principal Position
Year Ended
December 31
Salary
$
Bonus
$
Stock Awards
$
Option Awards
$
Non-Equity Incentive Plan Compensation
$
Nonqualified Deferred Compensation Earnings
$
All Other Compensation
$
Total
$
Michael Hawks President, Secretary
2010
0
0
0
0
0
0
0
0
 
2009
0
0
0
0
0
0
0
0
                   
Bernard Colacchio Treasurer
2010
0
0
0
0
0
0
0
0
 
2009
0
0
0
0
0
0
0
0
* Michael Hawks was issued 5,000,000 shares of our common stock for services valued at $5,000, or $0.001 per share.

Employment Contracts and Termination of Employment. We do not anticipate that we will enter into any employment contracts with any of our employees. We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation or retirement).
 
Stock Options/SAR Grants. No grants of stock options or stock appreciation rights were made since our date of incorporation on May 1, 2009.
 
Outstanding Equity Awards at Fiscal Year-end. As of the year ended December 31, 2010, the following named executive officers had the following unexercised options, stock that has not vested, and equity incentive plan awards:
 
Option  Awards
Stock Awards
 Name
Number of Securities Underlying Unexercised Options
# Exercisable
# Un-exercisable
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Options
Option Exercise Price
Option Expiration Date
Number of Shares or Units of Stock Not Vested
Market Value of Shares or Units  Not Vested
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights Not Vested
Value of Unearned Shares, Units or Other Rights Not Vested
Michael Hawks President, Secretary
0
0
0
0
N/A
0
0
0
0
Bernard Colacchio Treasurer
0
0
0
0
N/A
0
0
0
0
 
Long-Term Incentive Plans. There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers. We have no group life, health, hospitalization, or medical reimbursement or relocation plans in effect.
 
Compensation of Directors. Our directors who are also our employees receive no extra compensation for their service on our board of directors.
 
 
22

 
Financial Statements
 
 
 
TABLE OF CONTENTS
  Page
Condensed Balance Sheet 24
Condensed Statement of Operations 25
26
Notes to Condensed Financial Statements 27
 
 
23

 
 
NYCAMEDIA, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED BALANCE SHEET
JUNE 30, 2011 AND DECEMBER 31, 2010
 
   
June 30,
2011
(Unaudited)
   
December 31,
2010
 
 
ASSETS
             
CURRENT ASSETS
           
Cash
  $ 20,619     $ 11,416  
Accounts receivable
    -       4,500  
Other receivable
    7,728       7,529  
Deferred tax asset
    1,295       495  
    Total current assets     29,642       23,940  
                 
Property and Equipment, Net
    8,232       8,957  
TOTAL ASSETS
  $ 37,874     $ 32,897  
                 
LIABILITIES AND STOCKHOLDERS'  EQUITY
                 
CURRENT LIABILITIES
               
Accounts payable and accrued liabilities
  $ 4,494     $ 5,790  
Income taxes payable
    7,429       5,772  
Note payable - related party
    5,000       -  
    Total current liabilities     16,923       11,562  
                 
Deferred tax liability - non current
    1,963       2,135  
                 
TOTAL LIABILITIES
    18,886       13,697  
                 
STOCKHOLDERS' EQUITY
               
                 
Common stock; $.001 par value; 50,000,000 shares authorized; 5,000,000 shares
               
issued and outstanding as of June 30, 2011 and December 31, 2010, respectively
    5,000       5,000  
Preferred stock; $.001 par value; 5,000,000 shares authorized; zero shares
    -       -  
issued and outstanding as of June 30, 2011 and December 31, 2010, respectively
               
Additional paid-in capital
    5,200       4,000  
Retained earnings
    8,788       10,200  
                 
    Total stockholders' equity     18,988       19,200  
                 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
  $ 37,874     $ 32,897  

The accompanying notes are an integral part of these condensed financial statements.
 
 
24

 

NYCAMEDIA, INC.
(A DEVELOPMENT STAGE COMPANY)
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTH PERIOD ENDED JUNE 30, 2011 AND 2010
FOR THE PERIOD FROM MAY 1, 2009 (INCEPTION) THROUGH JUNE 30, 2011
 
   
FOR THE THREE
MONTH PERIOD ENDED
   
FOR THE THREE
MONTH PERIOD ENDED
   
FOR THE SIX
MONTH PERIOD ENDED
   
FOR THE SIX
MONTH PERIOD ENDED
   
MAY 1, 2009 (INCEPTION)THROUGH
 
   
JUNE 30, 2011
   
JUNE 30, 2010
   
JUNE 30, 2011
   
JUNE 30, 2010
   
JUNE 30, 2011
 
                               
                               
REVENUES
  $ 25,490     $ 56,659     $ 61,361     $ 95,800     $ 365,957  
                                         
COST OF REVENUES
    3,392       30,695       23,808       45,120       193,247  
                                         
GROSS PROFIT
    22,098       25,964       37,553       50,680       172,710  
                                         
OPERATING EXPENSES
                                       
General and Administrative
    11,268       25,397       31,638       31,712       124,398  
Selling
    333       329       1,000       713       19,871  
Professional Fees
    857       -       2,282       -       6,046  
TOTAL OPERATING EXPENSES
    12,458       25,726       34,920       32,425       150,315  
                                         
NET INCOME (LOSS) BEFORE OTHER EXPENSE
    9,640       238       2,633       18,255       22,395  
                                         
OTHER INCOME (EXPENSE)
                                       
Interest expense
    (41 )     -       (41 )     -       (41 )
TOTAL OTHER INCOME (EXPENSE)
    (41 )     -       (41 )     -       (41 )
                                         
NET INCOME (LOSS) BEFORE INCOME TAXES
    9,599       238       2,592       18,255       22,354  
                                         
INCOME TAX EXPENSE
    3,215       1,839       4,004       6,479       13,566  
                                         
NET INCOME (LOSS)
  $ 6,384     $ (1,601 )   $ (1,412 )   $ 11,776       8,788  
                                         
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
    5,000,000       5,000,000       5,000,000       5,000,000          
                                         
BASIC AND DILUTED NET INCOME (LOSS) PER COMMON SHARE
  $ 0.00     $ (0.00 )   $ (0.00 )   $ 0.00          
 
The accompanying notes are an integral part of these condensed financial statements.
 
 
 
25

 
 
NYCAMEDIA, INC.
(A DEVELOPMENT STAGE COMPANY)
UNAUDITED CONDENSED STATEMENTS OF CASH FLOW
FOR THE THREE AND SIX MONTH PERIOD ENDED JUNE 30, 2011 AND 2010
FOR THE PERIOD FROM MAY 1, 2009 (INCEPTION) THROUGH JUNE 30, 2011
 
   
FOR THE SIX
MONTH PERIOD ENDED
   
FOR THE SIX
MONTH PERIOD ENDED
   
MAY 1, 2009 (INCEPTION)THROUGH
 
   
JUNE 30, 2011
   
JUNE 30, 2010
   
JUNE 30, 2011
 
CASH FLOWS FROM OPERATING ACTIVITIES:
                 
   Net income (loss)
  $ (1,412 )   $ 11,776     $ 8,788  
                         
Adjustments to reconcile net (loss)
                       
  to net cash used in operating activities:
                       
Depreciation expense
    1,707       780       3,913  
    Common stock issued for services
    -       -       5,000  
Additional paid-in capital in exchange for facilities
    1,200       1,200       5,200  
                         
Change in assets and liabilities
                       
(Increase) in accounts receivable
    4,500       23,240       -  
    Increase in other receivable
    (198 )     (7,901 )     (7,727 )
    Increase (Decrease) in accounts payable and accrued expenses
    (1,296 )     (27,122 )     4,494  
Increase in income tax payable
    1,658       6,873       7,430  
Increase in deferred tax asset
    (800 )     (118 )     (1,295 )
(Decrease) in deferred tax liability
    -       (276 )     -  
Increase (Decrease) in deferred tax liability - non current
    (174 )     -       1,961  
          Net cash provided by (used in) operating activities
    5,185       8,452       27,764  
                         
CASH FLOWS USED IN INVESTING ACTIVITIES:
                       
Purchase of property and equipment
    (982 )     (8,577 )     (12,145 )
          Net cash (used in) investing activities
    (982 )     (8,577 )     (12,145 )
                         
CASH FLOWS FROM FINANCING ACTIVITIES:
                       
Proceeds received from note payable
    5,000       -       5,000  
          Net cash provided by financing activities
    5,000       -       5,000  
                         
                         
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    9,203       (125 )     20,619  
 
                       
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD
    11,416       18,217       -  
 
                       
CASH AND CASH EQUIVALENTS - END OF PERIOD
  $ 20,619     $ 18,092     $ 20,619  
                         
                         
                         
SUPPLEMENTAL CASH FLOW INFORMATION:
                       
  Cash paid during the period for:
                       
     Interest
  $ -     $ -          
Taxes
  $ 3,277     $ 3,046          
                         
SUPPLEMENTAL NONCASH INVESTING AND FINANCING ACTIVITIES:
                       
Shares issued for services
  $ -     $ -          

 
The accompanying notes are an integral part of these condensed financial statements.
 


 
26

 

NYCAMEDIA, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010
 
NOTE 1-
ORGANIZATION AND BASIS OF PRESENTATION
 
Organization

On May 1, 2009, nycaMedia, Inc. (a corporation in the development stage) (the “Company”) was incorporated in the State of Nevada.

nycaMedia, Inc.  is a high end print production, design and media company that specializes in all types of advertising printing and digital design, which range from large formal graphics and poster printing to digital motion graphics and client website construction.

Basis of Presentation

These condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Securities and Exchange Commission (“SEC”) Form 10-Q and Article 8 of SEC Regulation S-X. The principles for interim financial information do not require the inclusion of all the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with the Company’s audited financial statements in Form S-1filed with the SEC for the year ended December 31, 2010 and the period from May 1, 2009 (inception) to December 31, 2009. The condensed financial statements included herein are unaudited; however, in the opinion of management, they contain all normal recurring adjustments necessary for a fair statement of the condensed results for the interim periods. Operating results for the three and six month period ended June 30, 2011 and 2010 are not necessarily indicative of the results that may be expected for the year ending December 31, 2011.  
 
NOTE 2-
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Development Stage Company

The Company is considered to be in the development stage as defined by ASC 915.  The Company has devoted substantially all of its efforts to the corporate formation, the raising of capital and attempting to generate revenues from the Company’s print production services.

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

Cash and Cash Equivalents
 
The Company considers all highly liquid debt instruments and other short-term investments with maturity of three months or less, when purchased, to be cash equivalents.

Recoverability of Long-Lived Assets
 
The Company has adopted Accounting Standards Codification subtopic 360-10, Property, Plant and Equipment (“ASC 360-10”).  ASC 360-10 requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.  
 
 
27

 
NOTE 2-
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recoverability of Long-Lived Assets (Continued)

Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses or a forecasted inability to achieve break-even operating results over an extended period.  The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows.  Should impairment in value be indicated, the carrying value of intangible assets would be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset.  ASC 360-10 also requires assets to be disposed of be reported at the lower of the carrying amount or the fair value less costs to sell.

Income Taxes
 
The Company has adopted Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”).  ASC 740-10 requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns.  Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.  Valuation allowances are established, when necessary, to reduce deferred tax assets to amounts that are expected to be realized.

The Company adopted the provisions of FASB Interpretation No. 48; “Accounting For Uncertainty In Income Taxes” - An Interpretation of ASC Topic 740 ("FIN 48"). FIN 48 contains a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not, that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating the Company's tax positions and tax benefits, which may require periodic adjustments. At June 30, 2011 and December 31, 2010, the Company did not record any liabilities for uncertain tax positions.
 
Revenue Recognition

The Company will record revenue from sales in accordance with ASC 605. The criteria for recognition are as follows:
 
1)  
Persuasive evidence of an arrangement exists;
2)  
Delivery has occurred or services have been rendered;
3)  
The seller’s price to the buyer is fixed or determinable, and
4)  
Collectability is reasonably assured.

Determination of criteria (3) and (4) will be based on management's judgments 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, and other adjustments will be provided for in the same period the related sales are recorded.
 
Share-Based Compensation
 
The Company accounts for share-based compensation in accordance with Accounting Standards Codification subtopic 718-10, Stock Compensation (“ASC 718-10”).  This requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors, including employee stock options and employee stock purchases related to an Employee Stock Purchase Plan based on the estimated fair values.
 
As of June 30, 2011, there were no outstanding employee stock options.
 
Basic and Diluted Loss Per Common Share

Basic net loss per common share is computed using the weighted average number of common shares outstanding.  Diluted loss per share reflects the potential dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options and warrants.  There were no dilutive potential common shares as of June 30, 2011. Because the Company has incurred net losses and there are no potential dilutive shares, basic and diluted loss per common share are the same.
 
28

 
NOTE 2-
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
Recently Issued Accounting Standards

In February 2010, the FASB issued Accounting Standards Update 2010-09 which amends ASC 855.  FASB 2010-09 defines the term “SEC Filer” and eliminates the requirement that an SEC filer disclose the date through which subsequent events have been evaluated.  This change was made to alleviate potential conflicts between ASC 855-10 and the reporting requirements of the SEC.  FASB 2010-09 was effective immediately, but is not expected to have a material effect on the Company’s financial statements.
 
In February 2010, the FASB issued Update No. 2010-08 “Technical Corrections to Various Topics” (“2010-08”). 2010-08 represents technical corrections to SEC paragraphs within various sections of the Codification. Management is currently evaluating whether these changes will have any material impact on its financial position, results of operations or cash flows.

In April 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-17 (“ASU 2010-17”), Revenue Recognition-Milestone Method (Topic 605): Milestone Method of Revenue Recognition. The amendments in this Update are effective on a prospective basis for milestones achieved in fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early adoption is permitted. If a company elects early adoption and the period of adoption is not the beginning of the entity’s fiscal year, the entity should apply the amendments retrospectively from the beginning of the year of adoption. The Company does not expect the provisions of ASU 2010-17 to have a material effect on the financial position, results of operations or cash flows of the Company.
 
There were various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company's consolidated financial position, results of operations or cash flows.
 
Management does not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, consolidated financial position or cash flow.
 
NOTE 3-
PROPERTY AND EQUIPMENT

Property and equipment consisted of the following as of June 30, 2011 and December 31, 2010:
 
     
2011
   
2010
 
               
 
Computer equipment
 
$
2,707
   
$
2,706
 
 
Furniture and equipment
   
9,438
     
8,457
 
       
12,145
     
11,163
 
                   
 
Less: accumulated depreciation
   
(3,913
)
      (2,206 )
 
Property and equipment, net
 
$
8,232
   
$
8,957
 
 
The Company recorded depreciation expense for the six month periods ended June 30, 2011 and 2010 of $1,707 and 780, respectively.

NOTE 4-
RELATED PARTY TRANSACTIONS

From the Company’s inception (May 1, 2009) through June 30, 2011, the Company utilized approximately 200 square feet of office space from its officer and stockholder at no charge.  The Company treated the usage of the office space as additional paid-in capital and charged the estimated fair value rent of $200 per month to operations.   For the six month period ended June 30, 2011 and 2010, we recorded a total rent expense of $1,200 and $1,200, respectively.

NOTE 5-
NOTE PAYABLE

On June 6, 2011, the Company issued a promissory note to a related party in the amount of $5,000.  The note is payable on demand and bears interest at 10% per annum.  The Company recorded interest expense in the amount of $41 at June 30, 2011.

 
29

 

NOTE 6-
STOCKHOLDERS' EQUITY
 
The Company was established with two classes of stock, common stock – 50,000,000 shares authorized at a par value of $0.001 per share and preferred stock- 5,000,000 shares authorized at a par value of $0.001 per share.
 
On May 5, 2009, the Company issued 5,000,000 shares of common stock to the Company’s founder at a value of $5,000 ($0.001 per share) for services rendered by the Company’s founder, which included the following: corporate formation, website development and identifying strategic business partners.

NOTE 7-
SUBSEQUENT EVENTS
 
In accordance with the Subsequent Events Topic of the FASB ASC 855, we have evaluated subsequent events, and have determined that no events are reasonably likely to impact the financial statements.
 
 
30

 
 
TABLE OF CONTENTS
 
  Page
Report of Independent Registered Public Accounting Firm 32
Balance Sheet 33
Statement of Operations 34
Statement of Stockholders' Income 35
36
Notes to Financial Statements 37
 
 
 
 
31

 
Report of Independent Registered Public Accounting Firm
 
 
 
 
 
32

 
 
NYCAMEDIA, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
DECEMBER 31, 2010 AND 2009
 
   
December 31,
   
December 31,
 
   
2010
   
2009
 
ASSETS
             
CURRENT ASSETS
           
Cash
  $ 11,416     $ 18,217  
Accounts Receivable
    4,500       23,241  
Other Receivable
    7,529       -  
Deferred tax asset
    495       -  
    Total current assets
    23,940       41,458  
                 
Property and Equipment, Net
    8,957       -  
TOTAL ASSETS
  $ 32,897     $ 41,458  
                 
LIABILITIES AND STOCKHOLDERS'  EQUITY
                 
CURRENT LIABILITIES
               
Accounts payable and Accrued liabilities
  $ 5,790     $ 26,637  
Income taxes payable
    5,772       3,400  
Deferred tax liability
    -       1,310  
    Total current liabilities
    11,562       31,347  
                 
Deferred tax liability -non-current
    2,135       -  
TOTAL LIABILITIES
    13,697       31,347  
                 
STOCKHOLDERS' EQUITY
               
Common Stock; $.001 par value; 50,000,000 shares authorized; 5,000,000 shares
               
     issued and outstanding as of December 31, 2010 and 2009
    5,000       5,000  
Preferred stock; $.001 par value; 5,000,000 shares authorized; zero shares
               
     issued and outstanding as of December 31, 2010 and 2009
    -       -  
Additional paid-in capital
    4,000       1,600  
                 
Retained Earnings
    10,200       3,511  
                 
    Total stockholders' equity
    19,200       10,111  
                 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
  $ 32,897     $ 41,458  

The accompanying notes are an integral part of these financial statements.
 
 
 
 
33

 
 
NYCAMEDIA, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
AND FOR THE PERIOD FROM MAY 1, 2009 (INCEPTION) THROUGH DECEMBER 31, 2010
 
               
MAY 1, 2009
 
               
(INCEPTION)
 
               
THROUGH
 
   
DECEMBER 31, 2010
   
DECEMBER 31, 2009
   
DECEMBER 31, 2010
 
                   
                   
REVENUES
  $ 154,215     $ 150,381     $ 304,596  
                         
COST OF REVENUES
    72,421       97,018       169,439  
                         
GROSS PROFIT
    81,794       53,363       135,157  
                         
OPERATING EXPENSES
                       
General and Administrative
    48,613       44,147       92,760  
Selling
    18,871       -       18,871  
Professional Fees
    2,769       995       3,764  
TOTAL OPERATING EXPENSES
    70,253       45,142       115,395  
                         
NET INCOME BEFORE INCOME TAXES
    11,541       8,221       19,762  
                         
INCOME TAX EXPENSE
    4,852       4,710       9,562  
                         
NET INCOME
    6,689       3,511       10,200  
                         
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
    5,000,000       4,918,033          
                         
BASIC AND DILUTED NET INCOME (LOSS) PER COMMON SHARE
  $ (0.00 )   $ (0.00 )        

The accompanying notes are an integral part of these financial statements.
 
 
 
34

 
 
NYCAMEDIA, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' INCOME
FOR THE PERIOD FROM MAY 1, 2009 (INCEPTION) THROUGH DECEMBER 31, 2010
 
 
               
Additional
         
Total
 
   
Common Stock
         
Paid-in
   
Retained
   
Stockholders’
 
   
Shares
   
Par Value
   
Capital
   
Earnings
   
Equity
 
                               
Balance - May  1, 2009
    -     $ -     $ -     $ -     $ -  
                                         
Common shares issued for services
    5,000,000       5,000       -       -       5,000  
                                         
Additional paid-in capital in exchange
                                       
for facilities provided by related party
    -       -       1,600       -       1,600  
                                         
Net income
    -       -       -       3,511       3,511  
                                         
Balance - December 31, 2009
    5,000,000       5,000       1,600       3,511       10,111  
                                         
Additional paid-in capital in exchange
                                       
for facilities provided by related party
    -       -       2,400       -       2,400  
                                         
Net income
    -       -       -       6,689       6,689  
                                         
Balance - December 31, 2010
    5,000,000     $ 5,000     $ 4,000     $ 10,200     $ 19,200  

The accompanying notes are an integral part of these financial statements.
 
 
 
35

 
 
NYCAMEDIA, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOW
FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
FOR THE PERIOD FROM MAY 1, 2009 (INCEPTION) THROUGH DECEMBER 31, 2010
 
               
MAY 1, 2009
 
   
FOR THE YEAR
   
FOR THE YEAR
   
(INCEPTION)
 
   
ENDED
   
ENDED
   
THROUGH
 
   
DECEMBER 31, 2010
   
DECEMBER 31, 2009
   
DECEMBER 31, 2010
 
CASH FLOWS FROM OPERATING ACTIVITIES:
                 
   Net income
  $ 6,689     $ 3,511     $ 10,200  
                         
Adjustments to reconcile net income
                       
  to net cash used in operating activities:
                       
Depreciation expense
    2,206       -       2,206  
    Common stock issued for services
    -       5,000       5,000  
Additional paid-in capital in exchange for facilities provided by related party
    2,400       1,600       4,000  
                         
                         
Change in assets and liabilities
                       
(Increase) Decrease in accounts receivable
    18,741       (23,241 )     (4,500 )
    (Increase) in other receivable
    (7,529 )     -       (7,529 )
    Increase (Decrease) in accounts payable and accrued expenses
    (20,847 )     26,637       5,790  
Increase in income taxes payable
    2,372       3,400       5,772  
Increase in deferred tax asset
    (495 )     -       (495 )
Increase (Decrease) in deferred tax liability
    (1,310 )     1,310       -  
Increase in deferred tax liability - non current
    2,135       -       2,135  
          Net cash provided by operating activities
    4,362       18,217       22,579  
                         
CASH FLOWS USED IN INVESTING ACTIVITIES:
                       
Purchase of property and equipment
    (11,163 )     -       (11,163 )
          Net cash provided by (used in) investing activities
    (11,163 )     -       (11,163 )
                         
CASH FLOWS FROM FINANCING ACTIVITIES:
                       
Proceeds from issuance of common stock
    -       -       -  
          Net cash provided by financing activities
    -       -       -  
                         
                         
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    (6,801 )     18,217       11,416  
Preferred stock; $.001 par value; 5,000,000 shares authorized zero shares
                       
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
                       
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD
    18,217       -       -  
 
                       
CASH AND CASH EQUIVALENTS - END OF PERIOD
  $ 11,416     $ 18,217     $ 11,416  
                         
                         
                         
SUPPLEMENTAL CASH FLOW INFORMATION:
                       
  Cash paid during the period for:
                       
     Interest
  $ -     $ -          
Taxes
  $ 3,210     $ -          
                         
SUPPLEMENTAL NONCASH INVESTING AND FINANCING ACTIVITIES:
                       
Shares issued for services
  $ -     $ 5,000          

The accompanying notes are an integral part of these financial statements.
 

 
36

 

NYCAMEDIA, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
 
NOTE 1-
ORGANIZATION AND BASIS OF PRESENTATION
 
Organization
 
On May 1, 2009, nycaMedia, Inc. (a corporation in the development stage) (the “Company”) was incorporated in the State of Nevada.

nycaMedia, Inc.  is a high end print production, design and media company that specializes in all types of advertising printing and digital design, which range from large formal graphics and poster printing to digital motion graphics and client website construction.

Basis of Presentation

The accompanying financial statements have been prepared in accordance with the Generally Accepted Accounting Principles in the United States of America ("GAAP").

NOTE 2-
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Development Stage Company

The Company is considered to be in the development stage as defined by ASC 915.  The Company has devoted substantially all of its efforts to the corporate formation, the raising of capital and attempting to generate revenues from the Company’s print production services.

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

Cash and Cash Equivalents
 
The Company considers all highly liquid debt instruments and other short-term investments with maturity of three months or less, when purchased, to be cash equivalents.

Recoverability of Long-Lived Assets
 
The Company has adopted Accounting Standards Codification subtopic 360-10, Property, Plant and Equipment (“ASC 360-10”).  ASC 360-10 requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.  

Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses or a forecasted inability to achieve break-even operating results over an extended period.  The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows.  Should impairment in value be indicated, the carrying value of intangible assets would be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset.  ASC 360-10 also requires assets to be disposed of be reported at the lower of the carrying amount or the fair value less costs to sell.

 
37

 
NOTE 2-
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
Income Taxes
 
The Company has adopted Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”).  ASC 740-10 requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns.  Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.  Valuation allowances are established, when necessary, to reduce deferred tax assets to amounts that are expected to be realized.
 
The Company adopted the provisions of FASB Interpretation No. 48; “Accounting For Uncertainty In Income Taxes” - An Interpretation of ASC Topic 740 ("FIN 48"). FIN 48 contains a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not, that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating the Company's tax positions and tax benefits, which may require periodic adjustments. At December 31, 2010 and 2009, the Company did not record any liabilities for uncertain tax positions.

Revenue Recognition

The Company will record revenue from sales in accordance with ASC 605. The criteria for recognition are as follows:
 
1)  
Persuasive evidence of an arrangement exists;
2)  
Delivery has occurred or services have been rendered;
3)  
The seller’s price to the buyer is fixed or determinable, and
4)  
Collectability is reasonably assured.

Determination of criteria (3) and (4) will be based on management's judgments 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, and other adjustments will be provided for in the same period the related sales are recorded.
 
Share-Based Compensation
 
The Company accounts for share-based compensation in accordance with Accounting Standards Codification subtopic 718-10, Stock Compensation (“ASC 718-10”).  This requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors, including employee stock options and employee stock purchases related to an Employee Stock Purchase Plan based on the estimated fair values.
 
As of December 31, 2010, there were no outstanding employee stock options.

Basic and Diluted Loss Per Common Share

Basic net loss per common share is computed using the weighted average number of common shares outstanding.  Diluted loss per share reflects the potential dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options and warrants.  There were no dilutive potential common shares as of December 31, 2010. Because the Company has incurred net losses and there are no potential dilutive shares, basic and diluted loss per common share are the same.


 
38

 
NOTE 2-
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recently Issued Accounting Standards
 
In February 2010, the FASB issued Accounting Standards Update 2010-09 which amends ASC 855.  FASB 2010-09 defines the term “SEC Filer” and eliminates the requirement that an SEC filer disclose the date through which subsequent events have been evaluated.  This change was made to alleviate potential conflicts between ASC 855-10 and the reporting requirements of the SEC.  FASB 2010-09 was effective immediately, but is not expected to have a material effect on the Company’s financial statements.
 
In February 2010, the FASB issued Update No. 2010-08 “Technical Corrections to Various Topics” (“2010-08”). 2010-08 represents technical corrections to SEC paragraphs within various sections of the Codification. Management is currently evaluating whether these changes will have any material impact on its financial position, results of operations or cash flows.
  
In April 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-17 (“ASU 2010-17”), Revenue Recognition-Milestone Method (Topic 605): Milestone Method of Revenue Recognition. The amendments in this Update are effective on a prospective basis for milestones achieved in fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early adoption is permitted. If a company elects early adoption and the period of adoption is not the beginning of the entity’s fiscal year, the entity should apply the amendments retrospectively from the beginning of the year of adoption. The Company does not expect the provisions of ASU 2010-17 to have a material effect on the financial position, results of operations or cash flows of the Company.
 
There were various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company's consolidated financial position, results of operations or cash flows.
 
NOTE 3-
PROPERTY AND EQUIPMENT

Property and equipment consisted of the following as of December 31:
 
      2010     2009  
               
  Computer equipment   $ 2,706     $ -  
  Furniture and equipment     8,457       -  
        11,163       -  
                   
  Less: accumulated depreciation     (2,206 )        
  Property and equipment, net   $ 8,957     $ -  

Depreciation expense related to property and equipment for the year ended December 31, 2010 and the period from May 1, 2009 (inception) to December 31, 2009 was $2,206 and $0, respectively.
 
NOTE 4-
RELATED PARTY TRANSACTIONS

From the Company’s inception (May 1, 2009) through December 31, 2010, the Company utilized approximately 200 square feet of office space from its officer and stockholder at no charge.  The Company treated the usage of the office space as additional paid-in capital and charged the estimated fair value rent of $200 per month to operations.   For the year ended December 31, 2010 and the period from May 1, 2009 (inception) to December 31, 2009, we recorded a total rent expense of $2,400 and $1,600, respectively.
 
NOTE 5-
STOCKHOLDERS' EQUITY

The Company was established with two classes of stock, common stock – 50,000,000 shares authorized at a par value of $0.001 per share and preferred stock- 5,000,000 shares authorized at a par value of $0.001 per share.
 
On May 5, 2009, the Company issued 5,000,000 shares of common stock to the Company’s founder at a value of $5,000 ($0.001 per share) for services rendered by the Company’s founder, which included the following:  corporate formation, website development and identifying strategic business partners.
 
 
39

 
NOTE 6-
INCOME TAXES
 
Income tax expense amounted to $8,087 and $4,710 for the year ended December 31, 2010 and the period from May 1, 2009 (inception) to December 31, 2009. The actual tax expense (benefit) differs from the "expected" tax (computed by applying the U.S. federal corporate tax rate of 15% to earnings before income taxes and the State tax rate of 8.84% to earnings before income tax) as follows:
 
     
2010
   
2009
 
 
Expected tax expense (benefit)
  $ 3,324     $ 2,340  
 
Non-deductible expenses
    1,901       2,370  
 
Depreciation
    (2,135 )     -  
 
State taxes
    (188