CURRENT
REPORT FOR ISSUERS SUBJECT TO THE
1934
ACT REPORTING REQUIREMENTS
FORM
10-K
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
Annual
Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act
For the
Fiscal Year Ended December 31, 2008
EMAZING
INTERACTIVE, INC.
(Exact
name of registrant as specified in its charter)
|
Nevada
|
333-138111
|
20-4672080
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
101 C
North Greenville, Suite 255, Allen, Texas 75002
(Address
of principal executive offices (zip code))
972-983-1453
(Registrant’s
telephone number, including area code)
(Former
address)
Securities
registered pursuant to Section 12(b) of the Act: NONE
Securities
registered pursuant to Section 12(g) of the Act: Common
Stock
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Act of 1934 during the past 12
months and (2) has been subject to such
filing requirement for the past 90days Yes [X] No
[ ].
|
Large
Accelerated Filer [ ].
|
Accelerated
Filer [ ].
|
||
|
Non-Accelerated
Filer [ ].
|
Smaller
Reporting Company [X]
|
Indicate
by a check mark whether the company is a shell company (as defined by Rule 12b-2
of the Exchange Act: Yes
[ ] No [ X ].
Aggregate
market value of the voting stock held by non-affiliates of the registrant as of
December 31, 2008: $793,500
Shares of
common stock outstanding at December 31, 2008: 5,783,500
PART I.
FORWARD-LOOKING
STATEMENTS
This
annual report on Form 10-K includes forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, which we refer
to in this annual report as the Securities Act, and Section 21E of the
Securities Exchange Act of 1934, as amended, which we refer to in this annual
report as the Exchange Act. Forward-looking statements are not statements of
historical fact but rather reflect our current expectations, estimates and
predictions about future results and events. These statements may use words such
as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “predict,” “project”
and similar expressions as they relate to us or our management. When we make
forward-looking statements, we are basing them on our management’s beliefs and
assumptions, using information currently available to us. These forward-looking
statements are subject to risks, uncertainties and assumptions, including but
not limited to, risks, uncertainties and assumptions discussed in this annual
report. Factors that can cause or contribute to these differences include those
described under the headings “Risk Factors” and “Management Discussion and
Analysis and Plan of Operation.”
If one or
more of these or other risks or uncertainties materialize, or if our underlying
assumptions prove to be incorrect, actual results may vary materially from what
we projected. Any forward-looking statement you read in this annual report
reflects our current views with respect to future events and is subject to these
and other risks, uncertainties and assumptions relating to our operations,
results of operations, growth strategy and liquidity. All subsequent written and
oral forward-looking statements attributable to us or individuals acting on our
behalf are expressly qualified in their entirety by this paragraph. You should
specifically consider the factors identified in this annual report which would
cause actual results to differ before making an investment decision. We are
under no duty to update any of the forward-looking statements after the date of
this annual report or to conform these statements to actual results.
ITEM
1. DESCRIPTION
OF BUSINESS
We were
incorporated on April 21, 2006 in the State of Texas and re-domiciled to become
a Nevada corporation in October 2006. In this report, we refer to Emazing
Interactive, Inc. as "we," "us", “eMg” or "Emazing" unless we specifically state
otherwise or the context indicates otherwise. We are a gaming organization that
is working with prominent marketing services connected to the gaming
scene. We specialize in providing marketing awareness of products and
services of our customers to millions of on-line gaming players and
enthusiasts.
To date,
our business development activities have primarily been concentrated in web
server access and company branding in hosting web based e-games. This activity
is structured whereby our partners and sponsors are provided premium web site
exposure identifying their company, name, and product offerings.
We
generate revenues through our partnerships, sponsors and web server access.
Sponsoring Emazing will bring a product and/or brand name into the spotlight of
gamers worldwide. Our customer's brand will be synonymous with the
youthful intelligent image that pro-gaming has. Our customers have
prime advertising space on our website, IRC channel every hour 24/7 and clothes,
which we will wear at competitive events all year round. Although our web site
creates product awareness for our sponsors and partners, our revenue is
generated by fees which our partners and sponsors remit to us for that exposure.
In the e-gaming industry, partners and sponsors will pay top dollar for a
popular gaming web site as they can maximize their product and name
exposure.
2
We also
generate revenue through renting game servers for players to play a computer
game of their choice. We rent game servers for over 32 different games, the most
popular being Half Life's Counter Strike and variations of this game. We rent by
the hour, day or month. This rental program is unique for our type of service as
most companies choose to rent by the month. We feel this gives us a competitive
advantage over our competition.
During
2006 we filed and had approved form SB-1 to raise funds which we raised in 2006
and 2007. A portion of the proceeds of the offering are being used to
further develop e-gaming software and lease server capacity and access through
server lease agreements. The development of software is the key aspect of our
business model in that it is through the game itself that a company such as ours
achieves notoriety and industry following thereby affording us the opportunity
to promote our sponsors and partners on a fee structured basis. This software
development is the game itself and as it achieves acceptance and favorability
(more players playing it) the more our company positions it self as a provider
of leading edge e-gaming programs. Part and parcel to this is providing access
to the game itself on the World Wide Web. To achieve this, we lease servers or
portals, web based access points to allow e-game players to access our web site
and therefore our on-line games. These servers are a major source of revenue for
us as we charge access fees to these servers.
BUSINESS
OPERATIONS:
GOVERNMENT
REGULATION:
At the
present time there are no federal government regulations on computer games over
the internet or on dedicated servers.
OUR
QUALIFICATIONS
Our
qualifications are our reputation and experience in the industry. G.
Edward Hancock, President, and our contract workers and volunteers have over 50
years of experience in the egaming industry between them.
INDUSTRY
& COMPETITION:
Market
Analysis Summary:
Gamers
are just as fanatical about pro-gaming teams as football fans are with their NFL
teams. They watch their matches, attend events, emulate what they
wear, buy the hardware they use, and follow the new trends players bring
about.
Online
gaming has emerged as one of the biggest growing industries in the new
millennium. The Far East has played a significant role in paving the
way for recognition for online gamers. Multiplayer online games have
generated over 1 billion dollars in revenue for the first time, in
2004. A large proportion of this figure has come from player
subscription games such as Everquest and Star Wars Galaxies, but a significant
amount has also come from the first person shooter game sales. This
figure does not include the emergence of sponsored players and teams as has been
seen in Asia over the last two to three years with many players earning above
$100,000 in sponsorship deals. These players have become cult figures
in their respective countries and “national heroes”. The way it
stands now, is that this status will start migrating to the already maturing
gaming markets such as the US, where global events here now command higher
earnings for the winners..
These
events have caused an influx from many large companies wanting to gain access to
this emerging market. Names such as Nike, Pepsi, Red Bull, and
Dust-Off have begun their sponsorship programs globally with an emphasis on the
US Market. Gaming leagues and competitions such as WSVG, CPL, ESWC,
WCG and WEG have become very popular in the US and the world, culminating in the
Asian model for sponsored clans and players increasingly hugely as a
result.
3
OUR
BUSINESS STRATEGY
Emazing
is a gaming organization that works with prominent marketing services
connected to the gaming scene. Currently, the entire team consists of
contract workers including management, sales, technical development, press and
our primary team / players department. We comprise of people who have
specific gaming experience - a pre-requisite for employment with our company is
experience in the gaming world. Combined, our organization holds well
over 50 years of experience in management alone.
Management
consists of our President and CEO. As CEO, he is responsible for coordinating
and leading the entire organization to achieve optimal results and goals. This
includes directing contract workers and measuring results. He also manages the
budget to satisfy needs for traveling and accommodations to PR events and
tournaments. Additionally, our CEO is responsible for strategic thinking and
placement within the E-Gaming industry, constantly looking for new
opportunities. As such, he is instrumental in building and maintaining sponsor
and partner relationships.
The sales
department handles contacts to other companies and controls all marketing
possibilities. They make proper detailed statistics and documentation
on the amount of exposures that the partner in question receives. Also includes
the research of the impact of the investments. These workers are on contract and
are paid only for hours worked.
The
technical development area works with the organizations' technical structure,
which includes the website, design material, marketing channels, and technical
equipment. Also provides technical solutions and services with the
integration of the partners' products and the popularity/demand of the latest
hardware. These workers are on contract and are paid only for hours
worked.
Press
department: Works to provide the public with the latest updates
regarding the team and e-sports through our website and other means of
communication. Also provides detailed coverage of the teams' progress
in tournaments and leagues. These workers are on contract and are paid only for
hours worked.
Emazing
utilizes their website, www.emazinggaming.com, as the portal to which e-games
are accessed on the World Wide Web. Through links on the website we are able to
better manage our visitors, game selection, and visitor profiles, effectively
providing us the ability to ultimately understand our customers and their
playing habits from which we can then develop more challenging and exciting game
content.
All games
currently provided by Emazing are third party developed. Through the proceeds of
this offering, we will use a portion of the proceeds to develop our own game
portfolio. Game development is a capital and time intensive process, usually
taking 18-24 months to take a game from concept form to fee based web play. It
is our intent to be an industry leading game developer as well as content
provider through our interactive website.
Industry
and Competitors
The
Industry:
The
eSports industry is highly competitive. eSports is technologically based and
through the medium of the internet is readily accessible to most anyone with a
computer and a credit card. Barriers to entry are high due to server costs
(owned and/or leased), travel expenses, and general living expenses. The more
successful and enthusiastic eSport competitors are reliant on sponsors and
partners to generate funds to undergird living, travel and equipment maintenance
costs. Although highly competitive, it is also highly
fragmented. eSports is worldwide in scope and difficult to assess
from a competitive standpoint as games are often hot and therefore streaky in
play before another company puts out a more desirable game program. Even so,
server capacity, speed and graphics generally determine the amount of play a
game will generate.
4
Marketing
Strategy:
We aim to
fit our partners’ needs and their marketing strategies when customizing a
partnership between eMg and our partners. We are always open to new input and
ideas and we put our partners’ needs first.
Future
products and services:
The
Company has gravitated away from leasing servers and owns their own servers.
This has enabled the Company to scale operations toward servicing events and
competitions and not soley relying on an internet pay-to-play
strategy.
Dependence
on One or a Few Major Customers:
We rely
heavily on sponsors and partners. Sponsors receive greater visibility whereas
partners are provided advertising and media coverage. We are not dependent on
any one sponsor or partner.
Costs and
Effects of Compliance with Environmental Laws:
We are
not aware of nor do we anticipate any environmental laws with which we will have
to comply.
Number of
Employees:
We have
one employee, the President. The day to day duties are performed by the
President, contract workers and volunteers.
Operations
and Technology:
We are
highly dependent on technology. Our operations and customer service model is
dependent on internet servers, software, computer graphics programs and
memory
Research
and Development:
The
company has in development numerous products that will require the use of a
material amount of the assets of the company. Since inception, the
Company has capitalized $48,888 on software development. The Company
expenses research and development costs as incurred. Future
expenditures will be dependent on the operating income generated.
ITEM
2. DESCRIPTION
OF PROPERTY
The
address of the Company’s corporate headquarters is 101 C North Greenville, Suite
255, Allen, Texas 75002.
ITEM 3. LEGAL
PROCEEDINGS
The
company is not involved in any legal proceedings.
ITEM
4. SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
On
December 29, 2008, at the annual meeting of shareholders, a majority of our
shareholders approved the following actions, all as proposed in our Proxy
Statement:
|
1.
|
To
re-elect Edward Hancock as our sole
director.
|
5
PART
II
|
ITEM
5.
|
MARKET
FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDERS
MATTERS
|
The
common stock is currently quoted on
the over-the-counter Bulletin Board under the
symbol "EMZG."
The
following table sets forth the quarterly high
and low bid prices for the common stock since the
quarter ended March 31, 2007. The prices set
forth below
represent inter-dealer quotations, without
retail markup, markdown or commission and may not be reflective of
actual transactions.
|
High
|
Low
|
|
|
Quarter
ended March 31, 2007
|
NA
|
NA
|
|
Quarter
ended June 30, 2007
|
NA
|
NA
|
|
Quarter
ended September 30,2007
|
NA
|
NA
|
|
Quarter
ended December 31, 2007
|
$.50
|
$1.00
|
|
Quarter
ended March 31, 2008
|
$1.00
|
$1.00
|
|
Quarter
ended June 30, 2008
|
$1.00
|
$1.00
|
|
Quarter
ended September 30, 2008
|
$1.00
|
$1.00
|
|
Quarter
ended December 31, 2008
|
$1.00
|
$1.00
|
At
December 31, 2008, the closing price of the common stock was $1.00
and we had approximately 62 record holders of our common
stock. This number excludes any estimate by us of the number
of beneficial owners of shares held
in names of various security brokers, dealers and registered clearing
agencies for which the accuracy cannot be guaranteed. The
transfer agent for our common stock is Signature Stock Transfer
Inc.
Dividends
We have
not paid cash dividends on any class of common equity since formation and we do
not anticipate paying any dividends on our outstanding common stock in the
foreseeable future.
Warrants
The
Company has no warrants outstanding.
ITEM
6. SELECTED
FINANCIAL DATA
Not
applicable for smaller reporting companies.
Certain
statements contained herein may constitute forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. These
statements involve a number of risks, uncertainties and other factors that could
cause actual results to differ materially, as discussed more fully
herein.
The
forward-looking information set forth in this annual report is as of the date of
this filing, and we undertake no duty to update this information. More
information about potential factors that could affect our business and financial
results is included in the section entitled “Risk Factors” of this annual
report.
6
SUMMARY
OF 2008
Results
for the Year Ended December 31, 2008
REVENUE:
Revenue (net of refunds) for the year ended December 31, 2008 was $63,470
compared to $35,089 for the year ended December 31, 2007. The
increase is attributable to expanding our market share by targeting events, like
state fairs, and having competitions at the events
using our servers and equipment, as well as the sale of a team during
the first quarter of 2008.
EXPENSES:
Total operating expenses, not including depreciation and amortization expense,
for the year ended December 31, 2008 were $162,317 compared to $140,680 for
2007. The increase in cost is attributable to an increase in contract
services/programming fees of $58,000 and an increase in audit fees of $10,000;
these cost were partially offset by a decrease in server hosting ($23,000),
travel ($17,000) and programming ($5,000). The server hosting cost
reduced significantly in 2008 as we now own sufficient servers to host our own
events. Depreciation and amortization expense for the year
ended December 31, 2008 was $25,479 versus $20,619 in 2007.
We had
interest income in 2008 of $20 and $1,054 in 2007.
NET LOSS:
Net loss for the year ended December 31, 2008 was $126,931 compared to a loss of
$125,156 for the year ended December 31, 2007.
ITEM
7A. QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not
applicable for smaller reporting companies.
ITEM
8. FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA
ITEM
9. CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
ITEM
9A. CONTROLS
AND PROCEDURES
Evaluation of Disclosure
Controls and Procedures
We
carried out an evaluation of the effectiveness of the design and operation of
our disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) as of December 31, 2008. This
evaluation was accomplished under the supervision and with the participation of
our chief executive officer / principal executive officer, and chief financial
officer / principal financial officer who concluded that our disclosure controls
and procedures are not effective to ensure that all material information
required to be filed in the annual report on Form 10-K has been made known to
them.
7
Disclosure,
controls and procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed by in our reports
filed under the Securities Exchange Act of 1934, as amended (the "Act") is
accumulated and communicated to the issuer's management, including its principal
executive and principal financial officers, or persons performing similar
functions, as appropriate to allow timely decisions regarding required
disclosure.
Based
upon an evaluation conducted for the period ended December 31, 2008, our Chief
Executive and Chief Financial Officer as of December 31, 2008 and as of the date
of this Report, has concluded that as of the end of the periods covered by this
report, we have identified the following material weakness of our internal
controls:
|
·
|
Reliance
upon independent financial reporting consultants for review of critical
accounting areas and disclosures and material
non-standard transaction.
|
|
·
|
Lack
of sufficient accounting staff which results in a lack of segregation of
duties necessary for a good system of internal
control.
|
In order
to remedy our existing internal control deficiencies, as our finances allow, we
will hire additional accounting staff.
Management’s Annual Report
on Internal Control Over Financial Reporting
Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in
Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control
system was designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes, in accordance with generally accepted accounting principles in the
United States of America. Our internal control over financial
reporting includes those policies and procedures that (i) pertain to the
maintenance records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the Company; (ii) provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with accounting principles
generally accepted in the United States of America, and that receipts and
expenditures of the Company are being made only in accordance with
authorizations of management of the Company; and (iii) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition,
use, or disposition of the Company’s assets that could have a material effect on
the financial statements.
Because
of inherent limitations, a system of internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate due to change in conditions, or that the degree of compliance with
the policies or procedures may deteriorate.
Our
management conducted an evaluation of the effectiveness of our internal control
over financial reporting using the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) in Internal
Control—Integrated Framework at December 31, 2008. Based on its
evaluation, our management concluded that, as of December 31, 2008, our internal
control over financial reporting was not effective because of limited staff and
a need for a full-time chief financial officer. A material weakness
is a deficiency, or a combination of control deficiencies, in internal control
over financial reporting such that there is a reasonable possibility that a
material misstatement of the Company’s annual or interim financial statements
will not be prevented or detected on a timely basis.
This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial
reporting. Management’s report was not subject to the attestation by the
Company’s registered public accounting firm pursuant to temporary rules of the
SEC that permit the Company to provide only management’s report in this annual
report.
Changes in Internal Controls
over Financial Reporting
We have
not yet made any changes in our internal controls over financial reporting that
occurred during the period covered by this report on Form 10-K that has
materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.
8
PART
III
ITEM
10. DIRECTORS
AND EXECUTIVE OFFICERS OF REGISTRANT
|
Name
|
Age
|
Position
|
|
Edward
Hancock
|
22
|
Director,
President, Secretary and
Director
|
Background
of the Director and Executive Officer:
G. Edward
Hancock, 22, started in eSports at age 13, being a very talented game player at
an early age opened doors for him at such an early age for the level of
competition offered. From the conception of the most popular game he has been in
the in the top 15% of American players. Coupled with his 10 year computer and
internet experience and knowledge of Game Servers this helped him to understand
all aspects of the online gaming industry, particularly game servers and
performance.
In 2001
Mr. Hancock, in conjunction with a few other gamers, opened a game server rental
company in Southern California offering game servers to the west coast of United
States; this was a very good learning experience. One of the biggest lessons of
this venture is the shelf life of the computer equipment and facilities that
housed them. If the data center was not set up for online play then the
performance suffered, and this business is all about performance.
In 2003
Mr. Hancock helped open a LAN Game Center in Lake Forest, California;
this facility offered game play by the hour and was a very profitable business
both financially and educationally. This business was sold and Mr. Hancock
re-located to Dallas Texas, the home of the biggest online gaming league in the
world, CAL, The Cyber Athletic League and CPL , The Cyber Professional League
where twice a year teams and players from all over the world come to compete for
over 100,000 in money and prizes. Mr. Hancock is now concentrating on managing
teams as well as competing as Emazing’s sponsored teams, (called eMg) now
represent over 15 teams throughout the world. Most of the teams are in the US
and Canada and are supplied game servers from the eMg XDEF network.
In late
2005 Mr. Hancock started up eMg’s XDEF network, a high end gaming server rental
company specializing in high performance game servers as well as low cost
economical game servers for beginners. Over the next year this business has
grown to one of the top US game server rental companies offering the high end
consistent service game servers demand.
ITEM
11. EXECUTIVE
COMPENSATION
Following
is what our officers received in 2008 and 2007 as
cash compensation. He did not receive any non-cash
compensation.
|
Name
|
Capacity
Served
|
Aggregate
Remuneration
|
|
G
Edward Hancock
|
Director,
President, Secretary and Director
|
2008:
$6,300
2007:
$3,232
|
As of the
date of this filing, our sole officer is our only employee. We have no
employment agreements with any officer, director or employee.
|
ITEM
12.
|
SECURITY
OWNERSHIP OF MANANGEMENT AND BENEFICIAL
OWNERS
|
9
As of
December 31, 2008 the following persons are known to the Company to own 5% or
more of the Company's Voting Stock:
|
Title
/ Relationship to Issuer
|
Name
of Owner
|
Number
of Shares Owned
|
Percent
of Total
|
|
Director,
President, Secretary and Director
|
G
Edward Hancock
|
5,000,000
|
86.45%
|
|
ITEM
13.
|
CERTAIN
RELATIONSHIPS AND RELATED PARTY
TRANSACTION
|
As of the
date of this filing, there are no other agreements or proposed transactions,
whether direct or indirect, with anyone, but more particularly with any of the
following:
|
·
|
a
director or officer of the issuer;
|
|
·
|
any
principal security holder;
|
|
·
|
any
promoter of the issuer;
|
|
·
|
any
relative or spouse, or relative of such spouse, of the above referenced
persons.
|
| ITEM 14. |
PRINCIPAL
ACCOUNTANT FEES AND SERVICES
|
(1) AUDIT
FEES
The
aggregate fees billed for professional services rendered by our auditors, for
the audit of the registrant's annual financial statements and review of the
financial statements included in the registrant's Form 10-K or services that are
normally provided by the accountant in connection with statutory and regulatory
filings or engagements for fiscal year 2008 was $14,000 and in 2007 was
$13,000.
(2)
AUDIT-RELATED FEES
The
aggregate fees billed for professional services rendered by our auditor include
amounts paid for the review of the unaudited financial statements included in
the registrant’s Form 10-Q were $2,000 per quarter.
(3) TAX
FEES
NONE
(4) ALL
OTHER FEES
NONE
(5) AUDIT
COMMITTEE POLICIES AND PROCEDURES
Audit
Committee Financial Expert
The
Securities and Exchange Commission has adopted rules implementing
Section 407 of the Sarbanes-Oxley Act of 2002 requiring public companies to
disclose information about “audit committee financial experts.” As of the
date of this Annual report, we do not have a standing Audit Committee. The functions of the
Audit Committee are currently assumed by our Board of Directors.
Additionally, we do not have a member of our Board of Directors that qualifies
as an “audit committee financial expert.” For that reason, we do not have
an audit committee financial expert.
10
(6)
If greater than 50 percent, disclose the percentage of hours expended on the
principal accountant's engagement to audit the registrant's financial statements
for the most recent fiscal year that were attributed to work performed by
persons other than the principal accountant's full-time, permanent
employees.
Not
applicable.
11
|
PART
IV
|
|
ITEM
15.
|
EXHIBITS,
FINANICAL STATEMENTS AND REPORTS ON FORM
8-K
|
(a) The
following documents are filed as part of this report: Included in
Part II, Item 7 of this report:
Report of Independent Registered
Accounting Firm
Consolidated Balance Sheets as of
December 31, 2008 and 2007
Consolidated
Statements of Operations for the Years Ended December 31, 2008 and
2007
Consolidated
Statements of Changes in Stockholders’ Equity for the Years Ended December 31,
2008 and 2007
Consolidated
Statements of Cash Flows for the Years Ended December 31, 2008 and
2007
Notes to
the Consolidated Financial Statements
(b) We
filed one 8-K in March 2008 noting that on March 10, 2008, we entered into an
Amendment to our Line of Credit, increasing the amount available from $20,000 to
$40,000. Our President, Mr. Hancock collateralized the Line of Credit with
all of his shares of our common stock that he and his father owns (in the
Company).
(c) Exhibits
|
No.
|
Description
|
|
31.1
|
Certification
of the Company’s Principal Executive Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
|
|
31.2
|
Certification
of the Company’s Principal Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
|
|
32.1
|
Certification
of the Company’s Principal Executive Officer and Principal Financial
Officer pursuant to 18 U.S.C. Section 1350, as adopted to Section 906 of
the Sarbanes-Oxley Act of
2002.
|
12
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this Annual Report on Form 10-K to be signed on its behalf by the
undersigned hereunto duly authorized.
EMAZING
INTERACTIVE, INC.
By: G. Edward
Hancock
G. Edward
Hancock
Chief
Executive Officer & Chief Financial Officer
Dated:
March 24, 2009
13
EMAZING
INTERACTIVE, INC.
CONSOLIDATED
FINANCIAL STATEMENTS
DECEMBER
31, 2008
TABLE
OF CONTENTS
|
Report
of Independent Registered Public Accounting Firm
|
F-2
|
|
Consolidated
Balance Sheets as of December 31, 2008 and 2007
|
F-3
|
|
Consolidated
Statements of Operations for the Years Ended December 31, 2008 and
2007
|
F-4
|
|
Consolidated
Statement of Changes in Stockholders’ Equity for the Years Ended December
31, 2008 and 2007
|
F-5
|
|
Consolidated
Statements of Cash Flows for the Years Ended December 31, 2008 and
2007
|
F-6
|
|
Notes
to the Consolidated Financial Statements
|
F-7
to
F-11
|
F-1
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Board of Directors and Management of
Emazing
Interactive, Inc.
Allen,
Texas
We have
audited the accompanying consolidated balance sheets of Emazing Interactive,
Inc. and subsidiary of December 31, 2008 and 2007 and the related consolidated
statements of operations, stockholders’ equity and cash flows for the years then
ended. These consolidated financial statements are the responsibility
of the Company’s management. Our responsibility is to express an
opinion on these consolidated financial statements based on our
audits.
We
conducted our audits of these consolidated financial statements in accordance
with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audits
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We
believe that our audits provides a reasonable basis for our
opinion.
We were
not engaged to examine management’s assertion about the effectiveness of Emazing
Interactive, Inc.’s internal control over financial reporting as of December 31,
2008 and 2007 and, accordingly, we do not express an opinion
thereon.
In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of Emazing Interactive, Inc.
and subsidiary as of December 31, 2008 and 2007, and the results of its
operations and its cash flows for the years then ended, in conformity with
accounting principles generally accepted in the United States of
America.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 9 to the
financial statements, the Company has suffered significant losses and will
require additional capital to develop its business until the Company either (1)
achieves a level of revenues adequate to generate sufficient cash flows from
operations; or (2) obtains additional financing necessary to support its working
capital requirements. These conditions raise substantial doubt about
the Company’s ability to continue as a going concern. Management’s
plans in regard to these matters are also described in Note 9. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
/s/ The Hall
Group, CPAs
The Hall
Group, CPAs
Dallas,
Texas
March 21,
2008
F-2
EMAZING
INTERACTIVE, INC.
Consolidated
Balance Sheets
December
31, 2008 and 2007
|
ASSETS
|
||||||||
|
2008
|
2007
|
|||||||
|
Current
Assets
|
||||||||
|
Cash
and Cash Equivalents
|
$ | 8,234 | $ | 17,513 | ||||
|
Total
Current Assets
|
8,234 | 17,513 | ||||||
|
Fixed
Assets
|
||||||||
|
Computer
Equipment
|
27,950 | 27,950 | ||||||
|
Less: Accumulated
Amortization
|
(20,533 | ) | (11,216 | ) | ||||
|
Total
Fixed Assets
|
7,417 | 16,734 | ||||||
|
Intangible
Assets
|
||||||||
|
Gaming
Software
|
48,488 | 48,488 | ||||||
|
Less: Accumulated
Amortization
|
(39,447 | ) | (23,285 | ) | ||||
|
Total
Intangible Assets
|
9,041 | 25,203 | ||||||
|
TOTAL
ASSETS
|
$ | 24,692 | $ | 59,450 | ||||
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||||||
|
Current
Liabilities
|
||||||||
|
Accounts
Payable
|
$ | 44,693 | $ | 42,217 | ||||
|
Accounts
Payable-Related Parties
|
7,250 | 21,500 | ||||||
|
Accrued
Interest
|
2,625 | 0 | ||||||
|
Due
to Related Parties
|
0 | 5,678 | ||||||
|
Line
of Credit with Related Party
|
35,000 | 0 | ||||||
|
Total
Liabilities (All Current)
|
89,568 | 69,395 | ||||||
|
Stockholders'
Equity (Deficit)
|
||||||||
|
Common
Stock, $.001 par value, 50,000,000 shares authorized,
|
||||||||
|
5,783,500
and 5,659,500 shares issued and outstanding
|
5,783 | 5,659 | ||||||
|
Additional
Paid-In Capital
|
262,817 | 190,941 | ||||||
|
Retained
Earnings (Deficit)
|
(333,476 | ) | (206,545 | ) | ||||
|
Total
Stockholders' Equity (Deficit)
|
(64,876 | ) | (9,945 | ) | ||||
|
TOTAL
LIABILITIES AND STOCKHOLDERS'
|
||||||||
|
EQUITY
|
$ | 24,692 | $ | 59,450 | ||||
The
Accompanying Notes are an Integral Part of these Consolidated Financial
Statements.
F-3
EMAZING
INTERACTIVE, INC.
Consolidated
Statements of Operations
For
the Years Ended December 31, 2008 and 2007
|
2008
|
2007
|
|||||||
|
REVENUES
|
$ | 63,470 | $ | 35,089 | ||||
|
OPERATING
EXPENSES
|
||||||||
|
Depreciation
& Amortization
|
25,479 | 20,619 | ||||||
|
Marketing
Expense
|
910 | 5,357 | ||||||
|
General
and Administrative Expenses
|
161,407 | 135,323 | ||||||
|
TOTAL
OPERATING EXPENSES
|
187,796 | 161,299 | ||||||
|
NET
OPERATING (LOSS)
|
(124,326 | ) | (126,210 | ) | ||||
|
OTHER
INCOME (EXPENSE)
|
||||||||
|
Interest
Expense
|
(2,625 | ) | 0 | |||||
|
Interest
Income
|
20 | 1,054 | ||||||
|
TOTAL
OTHER INCOME (EXPENSE)
|
(2,605 | ) | 1,054 | |||||
|
NET
(LOSS) BEFORE INCOME TAXES
|
(126,931 | ) | (125,156 | ) | ||||
|
Provision
for Income Taxes (Expense) Benefit
|
0 | 0 | ||||||
|
NET
(LOSS)
|
$ | (126,931 | ) | $ | (125,156 | ) | ||
|
EARNINGS
PER SHARE, BASIC AND DILUTED
|
||||||||
|
Weighted
Average of Outstanding Shares, Basic and
Diluted
|
5,733,036 | 5,573,709 | ||||||
|
Income
(Loss) for Common Stockholders
|
$ | (0.02 | ) | $ | (0.02 | ) | ||
The
Accompanying Notes are an Integral Part of these Consolidated Financial
Statements.
F-4
EMAZING
INTERACTIVE, INC.
Consolidated
Statement of Changes in Stockholders’ Equity
For
the Years Ended December 31, 2008 and 2007
|
Retained
|
||||||||||||||||||||
|
Common
Stock
|
Paid-In
|
Earnings
|
||||||||||||||||||
|
Shares
|
Amount
|
Capital
|
(Deficit)
|
Totals
|
||||||||||||||||
|
Stockholders' Equity
(Deficit) at January 1, 2007
|
5,350,000 | $ | 5,350 | 36,500 | $ | (81,389 | ) | $ | (39,539 | ) | ||||||||||
|
Common
Stock Issued for Cash
|
303,500 | 303 | 151,447 | 151,750 | ||||||||||||||||
|
Conversion
of Debt for Stock
|
6,000 | 6 | 2,994 | 3,000 | ||||||||||||||||
|
Net
Income (Loss)
|
0 | 0 | 0 | (125,156 | ) | (125,156 | ) | |||||||||||||
|
Stockholders'
Equity (Deficit) at December 31, 2007
|
5,659,500 | $ | 5,659 | 190,941 | (206,545 | ) | $ | (9,945 | ) | |||||||||||
|
Common
Stock Issued for Cash
|
34,000 | 34 | 16,966 | 17,000 | ||||||||||||||||
|
Common
Stock for Services
|
90,000 | 90 | 54,910 | 55,000 | ||||||||||||||||
|
Net
Income (Loss)
|
(126,931 | ) | (126,931 | ) | ||||||||||||||||
|
Stockholders'
Equity (Deficit) at December 31, 2008
|
5,783,500 | $ | 5,783 | $ | 262,817 | $ | (333,476 | ) | $ | (64,876 | ) | |||||||||
The
Accompanying Notes are an Integral Part of these Consolidated Financial
Statements.
F-5
EMAZING
INTERACTIVE, INC.
Consolidated
Statements of Cash Flows
For
the Years Ended December 31, 2008 and 2007
|
2008
|
2007
|
|||||||
|
CASH
FLOWS FROM OPERATING ACTIVITIES
|
||||||||
|
Net
(Loss)
|
$ | (126,931 | ) | $ | (125,156 | ) | ||
|
Adjustments
to reconcile net income to net cash
|
||||||||
|
provided
by operating activities:
|
||||||||
|
Common
Stock Issued for Services
|
55,000 | 0 | ||||||
|
Depreciation
& Amortization
|
25,479 | 20,619 | ||||||
|
Increase
in Accounts Payable
|
2,476 | 3,498 | ||||||
|
(Decrease)
in Accounts Payable - Related Parties
|
(14,250 | ) | 0 | |||||
|
Increase
in Accrued Interest
|
2,625 | 0 | ||||||
|
(Decrease)
in Due from Related Parties
|
(5,678 | ) | (18,269 | ) | ||||
|
Net
Cash Provided by Operating Activities
|
(61,279 | ) | (119,308 | ) | ||||
|
CASH
FLOWS FROM INVESTING ACTIVITIES
|
||||||||
|
Purchase
of Fixed Assets
|
0 | (18,000 | ) | |||||
|
Net
Cash (Used) by Investing Activities
|
0 | (18,000 | ) | |||||
|
CASH
FLOWS FROM FINANCING ACTIVITIES
|
||||||||
|
Proceeds
from Line of Credit
|
35,000 | 0 | ||||||
|
Sale
of Common Stock for Cash
|
17,000 | 151,750 | ||||||
|
Conversion
of Debt to Stock
|
0 | 3,000 | ||||||
|
Net
Cash Provided by Financing Activities
|
52,000 | 154,750 | ||||||
|
NET
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
(9,279 | ) | 17,442 | |||||
|
CASH
AND CASH EQUIVALENTS AT BEGINNING OF YEAR
|
17,513 | 71 | ||||||
|
CASH
AND CASH EQUIVALENTS AT END OF YEAR
|
$ | 8,234 | $ | 17,513 | ||||
|
SUPPLEMENTAL
DISCLOSURES
|
||||||||
|
Cash
Paid During the Year for Interest Expense
|
$ | 0 | $ | 0 | ||||
|
Noncash
Investing Activity:
Conversion
of Debt to Stock
|
$ | 0 | $ | 3,000 | ||||
|
Common
Stock Issued for Services
|
$ | 55,000 | $ | 0 | ||||
The
Accompanying Notes are an Integral Part of these Consolidated Financial
Statements.
F-6
EMAZING
INTERACTIVE, INC.
Notes
to the Consolidated Financial Statements
December
31, 2008 and 2007
NOTE 1 – NATURE OF
ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES
Nature of Activities,
History and Organization:
Emazing
Interactive, Inc. (The “Company”) operates as an online gaming facilitator
through its subsidiary Emazing Gaming, LLC. Online games are
rented by the hour, day or month. The Company also generates revenue
through partnerships and sponsors.
The
Company is located in Allen, Texas and was incorporated on April 11, 2006 under
the laws of the State of Texas. On October 2, 2006, the Company
converted its corporate charter to domicile in Nevada.
Significant Accounting
Policies:
The
Company’s management selects accounting principles generally accepted in the
United States of America and adopts methods for their
application. The application of accounting principles requires the
estimating, matching and timing of revenue and expense. The accounting policies
used conform to generally accepted accounting principles which have been
consistently applied in the preparation of these financial
statements.
The
financial statements and notes are representations of the Company’s management
which is responsible for their integrity and objectivity. Management further
acknowledges that it is solely responsible for adopting sound accounting
practices, establishing and maintaining a system of internal accounting control
and preventing and detecting fraud. The Company's system of
internal accounting control is designed to assure, among other items,
that 1) recorded transactions are
valid; 2) valid transactions are
recorded; and 3)
transactions are recorded in the proper period
in a timely manner to produce financial statements which
present fairly the financial condition, results of
operations and cash flows of
the Company for
the respective periods being
presented.
Basis of
Presentation:
The
Company prepares its financial statements on the accrual basis of
accounting. All intercompany balances and transactions are
eliminated.
Cash and Cash
Equivalents:
Cash and
cash equivalents includes cash in banks with original maturities of three months
or less and are stated at cost which approximates market value, which in the
opinion of management, are subject to an insignificant risk of loss in
value.
Fair Value of Financial
Instruments:
In
accordance with the reporting requirements of Statement of Financial Accounting
Standards (“SFAS”) No. 107, “Disclosures About Fair Value of
Financial Instruments” (SFAS No. 107), the Company calculates the fair
value of its assets and liabilities which qualify as financial instruments under
this statement and includes this additional information in the notes to the
financial statements when the fair value is different than the carrying value of
those financial instruments. At December 31, 2008, the Company did
not have any financial instruments other than cash and cash
equivalents.
F-7
Fixed
Assets:
Fixed
Assets are depreciated over their useful lives. Depreciation is
calculated on a straight-line basis over three years. Repairs and maintenance is
charged to expense as incurred.
Website Software Development
Costs:
The
Company adopted EITF 00-02, “Accounting for website developments
costs”. In accordance with EITF 00-02, the costs incurred for the (i)
website application and infrastructure development; (ii) graphics development;
and (iii) content development, which took the website to a functional stage
where it could receive server and gaming orders, were capitalized and are being
amortized over three years. Maintenance expenses or costs that do not
result in new revenue producing features or functions, such as updating
information and products or maintenance of the website or promotion of the
website using search engines, are expensed as incurred. Prior to this
development, Emazing had no website. As of and for the years ended
December 31, 2008 and 2007, $48,488 and $48,488 was capitalized and $385 and
$11,588 was expensed, respectively.
Revenue
Recognition:
The
Company recognizes revenue in accordance with the Securities and Exchange
Commission Staff Accounting Bulletin No. 104, "Revenue Recognition in Financial
Statements" ("SAB 104"). Revenue will be recognized only when all of the
following criteria have been met:
|
·
|
Persuasive
evidence of an arrangement exists;
|
|
·
|
Ownership
and all risks of loss have been transferred to buyer, which is generally
upon shipment or at the time the service is
provided;
|
|
·
|
The
price is fixed and determinable;
and
|
|
·
|
Collectability
is reasonably assured.
|
Advertising
Costs
The
Company incurred $202 and $54 in advertising costs for the years ended December
31, 2008 and 2007, respectively.
Income
Taxes:
Income
from the corporation is taxed at regular corporate rates per the Internal
Revenue Code. There are no provisions for current taxes due to net
available operating losses.
Segment
Reporting:
In 2008,
the Company operated in one reportable segment under the Statements of Financial
Accounting Standards
(“SFAS”) No. 131, “Disclosures about Segments of an Enterprise and Related
Information” (“SFAS No. 131”).
Comprehensive
Income:
SFAS No.
130, "Reporting Comprehensive
Income" (“SFAS No. 130”), establishes standards for reporting and display
of comprehensive income and its components in a full set of general-purpose
financial statements. For the years ended December 31, 2008 and 2007,
the Company had no items of other comprehensive income. Therefore, the net loss
equals comprehensive loss for the years then ended.
F-8
Recent Accounting
Pronouncements:
The
Company does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on the Company’s results of
operations, financial position or cash flow.
Use of
Estimates:
The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual
results could differ from those estimates.
NOTE 2 – FIXED
ASSETS
Fixed
assets at December 31, 2008 and 2007 are as follows:
|
2008
|
2007
|
|||||||
|
Computer
Equipment
|
$ | 27,950 | 27,950 | |||||
|
Less:
Accumulated Depreciation
|
(20,533 | ) | (11,216 | ) | ||||
|
Total Fixed Assets
|
$ | 7,417 | $ | 16,734 | ||||
Depreciation
expense was $9,317 and $7,791 for the years ended December 31, 2008 and 2007
respectively.
NOTE 3 – INTANGIBLE
ASSETS
Intangible
assets at December 31, 2008 and 2007 are as follows:
|
2008
|
2007
|
|||||||
|
Gaming
Software
|
$ | 48,488 | $ | 48,488 | ||||
|
Less:
Accumulated Amortization
|
(39,447 | ) | (23,285 | ) | ||||
|
Total
Intangible Assets
|
$ | 9,041 | $ | 25,203 | ||||
Amortization
expense was $16,162 and $12,828 for the years ended December 31, 2008 and 2007,
respectively.
NOTE 4 – LINE OF
CREDIT
The
Company entered into a line of credit (“LOC”) in November 2007. This
LOC originally had a credit line of $20,000 and accrues interest at a rate of
10% per annum, compounded monthly. It is secured by 100% of the stock
of Emazing Interactive, Inc. that is beneficially owned by the President and his
father.
The LOC
was increased in March 2008 to $40,000 and the Company borrowed $35,000 from
this LOC during 2008. Interest expense of $2,625 has been
accrued during 2008, but not paid, as of December 31, 2008. The
LOC and all accrued interest are due in full on May 31, 2009.
F-9
NOTE 5 – COMMON
STOCK
The
Company is authorized to issue 50,000,000 common shares at a par value of $0.001
per share. These shares have full voting rights. At December 31,
2008, there were 5,783,500 shares outstanding, which were issued during the
following years:
|
Shares
|
||||
|
At
Inception
|
5,000,000
|
|||
|
During
2006
|
350,000
|
|||
|
During
2007
|
309,500
|
|||
|
During
2008
|
124,000
|
|||
| Total Shares Outstanding |
5,783,500
|
|||
The
Company issued 90,000 shares for consulting services during
2008. The value of these shares ranged from $.50 to
$1.00. There were no shares issued for services during
2007.
NOTE 6 – INCOME
TAXES
The
Company has adopted SFAS No. 109, which requires the use of the liability method
in the computation of income tax expense and the current and deferred income
taxes payable (deferred tax liability) or benefit (deferred tax
asset). Valuation allowances are established when necessary to
reduce deferred tax assets to the amount expected to be realized be recorded
directly to retained earnings and reported as a change in accounting
principle.
The
cumulative tax effect at the expected tax rate of 25% of significant items
comprising the Company’s net deferred tax amounts as of December 31, 2008 and
2007 are as follows:
|
2008
|
2007
|
|||||||
|
Net
operating loss carryforward
|
$ | 83,369 | $ | 51,636 | ||||
|
Less:
valuation allowance
|
(83,369 | ) | (51,636 | ) | ||||
|
Net
deferred tax asset
|
$ | 0 | $ | 0 | ||||
The net
deferred tax asset generated by the loss carryforward has been fully reserved.
The cumulative net operating loss carryforward is approximately $333,476 at
December 31, 2008, and will expire in the years 2025 through 2028.
The
realization of deferred tax benefits is contingent upon future earnings and is
fully reserved at December 31, 2008.
|
NOTE 7 – RELATED PARTY
TRANSACTIONS
|
During
2008 and 2007, the Company was billed $12,375 and $30,341 from entities with
common ownership to shareholders of the Company, of which $7,250 and $21,500 was
in Accounts Payable – Related Parties at December 31, 2008 and
2007.
Amounts
due to four different shareholders who have funded operating expenses totaled
$5,678 at December 31, 2007 are reflected as “Due To Related
Parties”. These amounts were satisfied in full during
2008.
F-10
NOTE 8 – FINANCIAL CONDITION AND
GOING CONCERN
Emazing
has an accumulated deficit through December 31, 2008 totaling $333,476 and had
negative working capital of $81,334. Because of this accumulated
loss, Emazing will require additional working capital to develop its business
operations. Emazing intends to raise additional working capital either through
private placements, public offerings and/or bank financing. There are no
assurances that Emazing will be able to either (1) achieve a level of revenues
adequate to generate sufficient cash flow from operations; or (2) obtain
additional financing through either private placement, public offerings and/or
bank financing necessary to support Emazing's working capital requirements.
To the extent that funds generated from any private placements, public
offerings and/or bank financing are insufficient, Emazing will have to raise
additional working capital. No assurance can be given that additional
financing will be available, or if available, will be on terms acceptable to
Emazing. If adequate working capital is not available Emazing may not
continue its operations.
Emazing
faces many factors in its ability to continue as a going concern, including but
not limited to, the promotion of its gaming website, competition from larger and
better capitalized companies, and its ability to create traffic to its website
and virtual store. To date, much of Emazing’s activities have been
focused on advertising and promotion to create its identity in the community,
and its continued existence is dependent upon the gaming public purchasing more
time on its gaming servers.
Should
the above concerns materialize, it is conceivable that Emazing would have to
suspend or discontinue operations. Management believes that the
efforts it has made to promote its site will continue for the foreseeable
future. These conditions raise substantial doubt about Emazing's
ability to continue as a going concern. The financial statements do
not include any adjustments relating to the recoverability and classification of
asset carrying amounts or the amount and classification of liabilities that
might be necessary should Emazing be unable to continue as a going
concern.
|
NOTE 9 – SUBSEQUENT
EVENT
|
|
The
Company borrowed $5,000 on its existing line of credit on January 12,
2009.
|
F-11
EXHIBIT
31.1
CHIEF
EXECUTIVE OFFICER CERTIFICATION
I, G.
Edward Hancock, certify that:
1. I have
reviewed this annual report on Form 10-K of EMAZING INTERACTIVE,
INC.
2. Based
on my knowledge, this annual report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this amended annual
report;
3. Based
on my knowledge, the financial statements, and other financial information
included in this amended annual report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this annual report;
4. I am
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15 (e) and 15d-15(e) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the small business issuer and have:
|
a)
|
Designed
such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the small
business issuer, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during
the period in which this report is being
prepared;
|
|
b)
|
Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
|
c)
|
Evaluated
the effectiveness of the small business issuer’s disclosure controls and
procedures and presented in this report our conclusion about
the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such
evaluation;
|
|
d)
|
Disclosed
in this report any change to the small business issuer's internal control
over financial reporting that occurred during the small business issuer's
most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or
is reasonably likely to materially affect, the small business
issuer's internal control over financial reporting;
and
|
5. I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of
registrant’s board of directors (or persons performing the equivalent
functions):
|
a)
|
all
significant deficiencies and material weaknesses in the design or
operation of internal controls over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information;
and
|
|
b)
|
any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
|
Date:
March 24, 2009
/s/
G. Edward Hancock
G. Edward
Hancock
President
and Chief Executive Officer
EXHIBIT
31.2
CHIEF
FINANCIAL OFFICER CERTIFICATION
I, G.
Edward Hancock, certify that:
1. I have
reviewed this annual report on Form 10-K of EMAZING INTERACTIVE,
INC.
2. Based
on my knowledge, this annual report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this amended annual
report;
3. Based
on my knowledge, the financial statements, and other financial information
included in this amended annual report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this annual report;
4. I am
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15 (e) and 15d-15(e) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the small business issuer and have:
|
a)
|
Designed
such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the small
business issuer, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during
the period in which this report is being
prepared;
|
|
b)
|
Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
|
c)
|
Evaluated
the effectiveness of the small business issuer’s disclosure controls and
procedures and presented in this report our conclusion about
the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such
evaluation;
|
|
d)
|
Disclosed
in this report any change to the small business issuer's internal control
over financial reporting that occurred during the small business issuer's
most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or
is reasonably likely to materially affect, the small business
issuer's internal control over financial reporting;
and
|
5. I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of
registrant’s board of directors (or persons performing the equivalent
functions):
|
a)
|
all
significant deficiencies and material weaknesses in the design or
operation of internal controls over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information;
and
|
|
b)
|
any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
|
Date:
March 24, 2009
/s/
G. Edward Hancock
G. Edward
Hancock
Chief
Financial Officer
Exhibit
32.1
CERTIFICATION
PURSUANT TO
18
U.S.C. SECTION 1350,
AS
ADOPTED PURSUANT TO
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In
connection with the Annual Report of EMAZING INTERACTIVE, INC. on Form 10-K for
the periods ending December 31, 2008 and December 31, 2007 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), the
undersigned, in the capacities and on the dates indicated below, hereby
certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that to the best of his
knowledge:
1. The
Report fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and
2. The
information contained in the Report fairly presents, in all material respects,
the financial condition and results of operation of the Company.
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/s/ G. EDWARD
HANCOCK
G.
Edward Hancock CEO
Dated:
March 24, 2009
/s/
G. EDWARD HANCOCK
G.
Edward Hancock
CFO
Dated:
March 24, 2009
|
This
certification accompanies the Report pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the
Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended.