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Quotes & Info
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| PPML.PK > SEC Filings for PPML.PK > Form 10-Q on 10-Nov-2008 | All Recent SEC Filings |
10-Nov-2008
Quarterly Report
Forward-Looking Statements
Statements in this report may be "forward-looking statements." Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements relating to our future activities or other future events or conditions. These statements are based on current expectations, estimates and projections about our business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and are likely to, differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those described above and those risks discussed from time to time in this report. Any forward-looking statements speak only as of the date on which they are made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this report.
Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses.
On an on-going basis, we evaluate these estimates, including those related to useful lives of real estate assets, cost reimbursement income, bad debts, impairment, net lease intangibles, contingencies and litigation.
We base our estimates on historical experience and on various other assumptions, including, but not limited to, ongoing discussions and negotiations with outside companies with which we do business, with expectations of increasing such business affairs, believed to be reasonable under the circumstances; the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
Overview of Company and Operations
Pure Play Music, Ltd. ("we", "the Company" or "Pure Play") is an internet based Music Platform that offers a unique music broadcasting and licensing opportunity from many new, unsigned and emerging artists from around the world. The Company's website, www.pureplaymusic.com, offers access to the main presenter-based radio broadcast, six genre-specific music streams, on-demand music tracks, artist pages, business directories, news articles, download store, an international gig guide and numerous other features.
Currently, Pure Play features and promotes over 7,000 acts from 42 countries, all of which have been carefully evaluated to allow us to utilize non-exclusive commercial rights to this music.
Pure Play's website does not charge any fees to artists or users. We believe that this will allow us to select only the very best artists and music content. By remaining a free website, it will allow the website to grow and to increase the number of listeners and visitors. In this respect, the website is targeted at listeners who seek to hear, and purchase, music from the newest artists with music that may be considered to be a bit avante garde compared to more traditional internet music broadcast offerings.
Unlike MySpace, Bebo, Garageband and other websites featuring "unsigned" artists, visitors do not have to listen through hours of mediocrity to find a single 'gem'. Our website allows listeners to select a single preferred song which may be purchased through iTunes, Napster, Amazon, eMusic, 7-digital, and Rhapsody.
A unique feature of Pure Play is that we create compilation disks of music from our catalog, which disks are then marketed to retail chains at various prices. The benefit to the artist is that he has an opportunity to monetize his music without, in any way giving up any of his publishing rights, while seeking a recording contract, or while in between career decisions.
The Company believes it is critical to maintain the website policy of only playing original music by new non-associated artists. Pure Play does not play or feature cover versions of songs or music containing samples of songs by signed artists; it is the Company's intent to continue this policy. If Pure Play were to depart from this policy, it could expose the Company to the risk of copyright infringement with possible litigation and protracted costs and expenses. It would also likely result in subjecting us to an obligation to pay copyright fees.
Summary of Operations During Quarter Ended September 30, 2008
Asset Purchase. On July 8, 2008, the Company entered into an Asset Purchase Agreement to purchase of all of the assets of Pure Play Music (UK). The Company has changed its name and began operating as Pure Play Music, Ltd. a Nevada Corporation (OTC:PINKS:PPML).
Gregory FCA Engagement. To enhance our image and identity in the US marketplace, the Company engaged Gregory FCA Communications (www.GregoryFCA.com) as the Company's public relations firm. Gregory FCA is a full service, strategically integrated public relations firm with 17 years of experience in national media relations, and financial communications.
Gregory FCA clients are fast-growing private and publicly traded companies who depend on Gregory FCA to help build their businesses through high-profile exposure in the media and capital markets.
The Gregory FCA staff includes MBAs, journalists, and account executive professionals who create and manage sophisticated corporate communication, media relations, and investor relations programs. Gregory FCA relates their clients stories, and drives those messages out to its proprietary media database of over 100,000 media contacts including its proprietary network of clients, investors, and other interested groups to assist their clients.
Gregory FCA, listed by O'Dwyers PR ranking as one of the top 50 firms in the nation, has a long history of having launched and supported the public relations efforts of such online music companies as CDNow, an originator of online music retailing; Star CD, the innovative wireless music buying service; and LimeWire, the world's premiere peer-to-peer file sharing software.
The Company believes Gregory FCA provides a quick on-ramp to building awareness with artists, labels, retailers, and others looking to find, develop, and work with independent musicians who define the Pure Play platform. The Company sees the engagement as vital to building their brand and achieving critical mass with both indie artists and the consumers.
Standard & Poor's Market Access Program. During the last quarter the Company made its information available via Standard & Poor's Market Access Program, an information distribution service enabling publicly traded companies to have their company information disseminated to users of Standard & Poor's Advisor Insight, and is now Blue Sky "qualified" in over 39 states, including California.
Company information made available includes share price, volume, dividends, shares outstanding, company financial position, and earnings. A public version of the site is available at www.advisorinsight.com.
Additional information about companies in Standard & Poor's Market Access Program is available via S&P's Stock Guide database, and distributed electronically to virtually all major quote vendors.
In addition, a complete description of Pure Play Music has been published in the Daily News section of Standard Corporation Records, a recognized securities manual for secondary trading in approximately 39 states under the Blue Sky Laws.
Strategic Partnerships. Pure Play has in the recent quarter finalized a series of agreements and strategic partnerships which including the following;
Cadiz Music. A digital distribution deal with the four significant company's in the independent, digital distribution market. This partnership through Cadiz Music allows for the download of Pure Play's entire catalogue of global unsigned recording artists to iTunes, Napster, Amazon, and eMusic as well as 7digital and Rhapsody.
As part of the Cadiz partnership, one of the top four distribution channels, iTunes, will allocate to Pure Play Music its own drop-down category on the front page of their Web site. Music enthusiasts can log onto iTunes, listen to the artist's song, and, if they like it, click on a link that directs them to the artist's personal profile page at Pure Play Music.
For all distribution partnerships from the Pure Play Music site, fans or customers listening to the unsigned artists' songs can click on a link to purchase their music from a variety of their preferred digital distribution platforms, including Amazon, eMusic, Napster, iTunes and 7digital and Rhapsody.
Mood Media. Pure Play Music became the exclusive unsigned music content provider
to Mood Media. Mood Media (www.moodmedia.com) and DMX MUSIC (www.dmx.com), two
of Europe's largest digital media companies merged to form the Mood Media Group
- the industry's single largest provider of inSite audio and visual solutions
throughout the USA, Europe, Asia and Australia
The new group, which combines Mood Media's international client base with DMX MUSIC's position across Europe, Asia and Australia, commands a significant share of the growing market. Pure Play filtered catalogue of new, unsigned and emerging artists is compelling to clients because of the cost benefits associated with playing copyright free tracks mixed with the ability to still offer high quality music.
Currently Pure Play Music receives £2.00 (approximately $4) per store, per month under their deal with Mood Media, which exposes the Company's artists and their music to a retail environment of approximately 25,000 stores worldwide projected over 5 years. Pure Play is currently in 5,000 store which is projected to increase to 10,000 stores by 2009.
Ricall. Pure Play Music and Ricall, the leading business-to-business music marketplace for professional music buyers and sellers, worldwide, have partnered together to make featured artists and tracks available for sync licensing to TV adverts, films, games and other commercial projects. Pure Play will also have its own web presence on the Ricall service to promote to Ricall customers and to Pure Play Music.
Access to Music. Pure Play Music will participate in the United Kingdom's National Curriculum for Music Education through a partnership with the Access to Music colleges. Access to Music is the UK leading designer and provider of popular music education, training and consultancy, who since 1992 have been providing music training to thousands of musicians across the country.
Access to Music's alliance with Pure Play Music creates a platform to educate their students by providing valuable work experience within the music industry while enabling the promotion and monetization of the musical materials produced by the students, all within the existing learning requirements of the college. All Access to Music artists will have some or all of their music tracks submitted to Pure Play Music Access to Music will direct all their students to the Pure Play Music website for sign up. Access to Music Limited will share their entire music catalogue and license this to Pure Play Music Limited in return Pure Play Music will pay 50% of all revenues received from any commercial project or promotion on the catalogue that Access to Music has submitted.
The Company is in the process of and will continue to forge additional partnerships and distribution deals for its entire catalogue of music as well as its artists and believes these further partnerships will help the company feature and promote its artists and catalogue and is directly in line with the Company's plan of operation of focusing management and financial resources to increase traffic to our website.
The Industry Overview
Our own limited internal management studies have discovered that mainstream commercial chart music is increasingly becoming a 'turn off' for 16-35 years olds. This can be seen by the continuing decline in single CD sales as more and more consumers listen and buy music digitally through the internet. Trends indicate that today's consumers are following acts on the internet long before their music hits the stores. Upon reaching the stores, the same music is now old news, having lost the enthusiasm of the consumer.
New, unsigned and emerging music is quickly becoming an increasingly common tool in major sponsorship events and promotions. Major brands from all sectors including clothing, music retail, communications, entertainment, drinks and technology are embracing new music projects to maximize their brand value and credibility with their target audience.
Aside from its appeal to the iPod generation, unsigned music is commercially appealing. Unlike music from established or signed artists, there are no copyright royalties (MCPS, PRS, PPL, ASCAP, BMI etc.) payable to artists or publishers. This allows Pure Play to use the artists music without payment of royalties to the mechanical collection agencies, which is normally a major part of the costs involved in the use of music for any purpose.
Plan of Operations
Pure Play believes that significant potential market opportunities exist in internet broadcasting and the digital music marketplace. However, this market has attracted many larger companies that possess an established identity on the internet, with significantly greater financial and managerial resources. To the extent that we are able and if we can develop a stronger presence and identity on the internet, we believe that we may be able to better position our company to participate in this marketplace. To that end, the officers of the Company intend to expand the listener base, increase the number of contributing artists, increase its music library and gain advertising sponsors.
The Company's vision is that the antiquated music industry structure that has been used to promote, market, and sell music will continue to decline and that the use of the internet will increasingly offer a more effective vehicle to reach an ever-expanding market that utilizes portable music players and the needs of the iPod and internet generation. At the same time, Pure Play sees this generation influencing radical changes in the delivery of radio programming with 36% of 15-34 year olds now listening to their favorite stations online.
Pure Play will not accept cover versions or music tracks containing samples .We require artists to provide written assurances that neither they nor their music submitted to us is subject to any claims or interests held by others. In this respect, we intend to check each music track submitted to us to better protect us from later copyright infringement claims at the time we select any artist and any music.
While the Company may make further changes, the existing Pure Play website allows access to the main radio broadcast, 6 genre-specific music streams, on-demand music tracks, artist pages, business directories, news articles, download store, an international gig guide and numerous other features, all of which contribute to an average page view quantity per visitor only exceeded by a few established on-line communities.
Pure Play's current strategy involves building value based on traffic rather than turnover, which traffic virtually guarantees long-term monetization through advertising revenues alone. This may provide the Company with a unique opportunity in that if it can successfully implement its plans, Pure Play will not be reliant on advertising revenue for future income in that we are able to generate revenue from existing sources. These alternative sources of revenue may allow us to avoid the monetization problems faced by ad revenue funded websites.
The Company has identified the following potential revenue sources;
Broadcast Use: Allows the use of the artist's music for airplay without the payment of MCPS/PRS and PPL royalties or any other fees.
Download Use: Allows Pure Play to sell the artists music as downloads subject to the payment of a royalty of 100% of net receipts to the artists.
Promotional Use: Allows the use of the artist's music for promotional purposes, where no directly related payment is received by Pure Play, without the payment of a royalty.
Commercial Use: Allows the use of the artist's music for commercial purposes subject to the payment of a royalty. This is normally 30% of net receipts but may vary subject to the particular deal the music is used for (e.g. our agreement with Ricall gives the artist 50%).
Download Use Digital Distribution
Compilation CD Releases
Audio Demonstration Disc
Supply of Music and Video preloaded onto MP3 players, MP4 players and MP3 equipped mobile phones
Supply of Music for Advertisements and Film and Television Soundtracks
Promotions with Commercial Partners
Website Advertising
Website Page Sponsorship
On-Air Advertising & Sponsorship
Affiliate Programs
The Company anticipates that, to the extent that it is able, it will need to take appropriate steps to maximize traffic to the website by artists and users and, at the same time, to maintain the quality and legality of the music products that it offers. The challenges Pure Play faces in undertaking these efforts will be substantial and it cannot assure any investor that the Company will achieve these objectives, or if it does achieve them, that it can continue to achieve them in the future.
Pure Play will continue to refine and implement its business plan. While Pure Play intends to take reasonable steps to avoid and minimize the risks that it may become exposed to claims of copyright infringement.
If the Company can implement its plans as circumstances and market conditions allow, we anticipate launching 'Pure Play People', the Pure Play social networking platform late in 2008 or early 2009. If launched, this platform should offer the Company an opportunity to provide a "next generation" website that provides both music and social networking.
Pure Play is a small company with limited financial and managerial resources. We cannot assure any purchaser of our Common Stock that the Company will be successful in implementing its business plan or that it will be successful in generating additional revenues, achieving profitability or positive cash flow in the future, or if it is successful, that we can sustain any such revenues, profitability or positive cash flow for any period of time.
In summary, Pure Play's Plan of Operation is to focus our management and financial resources to increase traffic to our website, continue to build our artist and song library, expand our social networking sections of our website, and develop our assets that were recently acquired. The Company anticipates further review and evaluation of its business plan and it may change or amend its plans as additional evaluations are completed.
Results of Operations
Comparison of operations for the three months ended September 30, 2008 with the three months ended September, 2007.
The Company had $149,662 in revenues during the three month period ended September 30, 2008.
We incurred operating expenses in the amount of $507,260 for the three month period ended September 30, 2008, compared to operating expenses of $ for the same period in 2007. General and Administrative expense accounted for $308,830 of that total. The Company incurred an adjustment to reconcile net loss of $198,430 resulting in a one-time impairment charge to operating expenses.
Comparison of operations for the nine months ended September 30, 2008 with the nine month period ended September 30, 2007.
For the nine month period ended September 30, 2008, there were revenues of $197,396.
The Company had total operating expenses of $972,942 during the nine month period ended September 30, 2008. General and administrative expenses increased to $774,512 for that period. The impairment loss was $198,430.
Liquidity and Capital Resources
Since the acquisition of the Pure Play Assets the Company has begun generating revenue. Due to certain accounting rules and principles that require the Company to use merger accounting to record the Pure Play asset purchase, the Company will clear the cumulative losses for the past five years from operations as Communications Research, Inc., Stratus Entertainment, Inc. and Latin Television, Inc. and from here forward, report the accumulated deficit of the operating company. At September 30, 2008, the Company had an accumulated deficit of $890,725 (unaudited).
The Company has working capital for the very near term. However, the Company will continue to be reliant on loans from our officers, outside lenders or proceeds of sale of stock to provide additional working capital. If the Company is unable to continue to borrow working capital, or we do not raise working capital through our public offering, we cannot guarantee that we will be successful in obtaining capital upon terms acceptable to us, if at all. Our failure to secure necessary capital when needed could have a material adverse effect on our financial condition and results of operations in future periods.
Critical Accounting Policies
We have identified the policies outlined below as critical to our business operations. The list is not intended to be a comprehensive list of all of our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management's judgment in their application. The impact and any associated risks related to these policies on our business operations is discussed throughout Management's Plan of Operations where such policies affect our reported and expected financial results. Note that our preparation of the financial statements requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting period. There can be no assurance that actual results will not differ from those estimates.
Going Concern
The Company is in the development stage and has only begun generating revenue with the acquisition of the Pure Play Assets. The Company had an accumulated deficit from inception, as reflected in the September 30, 2008, 10QSB financial statements (unaudited), of $890,725 and has yet to achieve profitable operations. Further losses are anticipated in the development of its business. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
The Company does not have enough cash to satisfy its minimum cash requirements for the next twelve months. Management has plans to seek additional capital funding to implement its business plan through private placement and public offerings of common shares in its capital stock. Additionally, if necessary, the officers or directors may make loans to enable the Company to meet its minimum cash requirements.
Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.
Recent Accounting Pronouncements.
In February 2007, the FASB issued Statement No. 159,"The Fair Value Option for Financial Assets and Financial Liabilities" ("SFAS No. 159"), an amendment of FASB Statement No. 115. SFAS No. 159 addresses how companies should measure many financial instruments and certain other items at fair value. The objective is to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007, with earlier adoption permitted. Management is assessing the impact of the adoption of SFAS No. 159.
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