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Moms Online, Inc. – ‘10-12G’ on 9/25/14

On:  Thursday, 9/25/14, at 1:20pm ET   ·   Accession #:  1078782-14-1739   ·   File #:  0-55286

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 9/25/14  Moms Online, Inc.                 10-12G                 5:17M                                    Action Edgar Fil… Svc/FA

Registration of Securities (General Form)   —   Form 10
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-12G      Form 10-12(G) Registration of Securities            HTML    250K 
 2: EX-3.01     Exhibit 3.01 Articles of Incorporation              HTML      4K 
 3: EX-3.02     Exhibit 3.02 Bylaws                                 HTML     46K 
 4: EX-4.01     Exhibit 4.01 Specimen Certificate                   HTML      4K 
 5: EX-10.01    Exhibit 10.1 Software Lease and Amendment           HTML     10K 


10-12G   —   Form 10-12(G) Registration of Securities


This is an HTML Document rendered as filed.  [ Alternative Formats ]



  FORM 10-12(g) Registration of Securities  




As filed with the Securities and Exchange Commission on September 22, 2014

Registration No. 000-______



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549


FORM 10


GENERAL FORM FOR REGISTRATION OF SECURITIES


PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934


MOMS ONLINE, INC.

(Name of registrant as specified in its Charter)


Nevada

 

46-3856798

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

 

 

1828 Broadway, 2nd Floor, Suite C

 

 

Santa Monica, CA

 

90404

(Address of principal executive offices)

 

(Zip Code)


Registrant’s telephone number, including area code: (813) 503-7584


Securities to be registered under Section 12(b) of the Act:


None

 

None

Title of each class to be so registered

 

Name of each exchange on which each class is to be registered


Securities to be registered under Section 12(g) of the Act:


Common Stock, par value $0.001 per share

(Title of Class)


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 definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer

      .

Accelerated filer

      .

Non-accelerated filer

      . (Do not check if a smaller reporting company)

Smaller reporting company

  X .






MOMS ONLINE, INC.


FORM 10


TABLE OF CONTENTS


 

 

Page

 

 

 

Item 1

Business

3

Item 1A

Risk Factors

7

Item 2

Financial Information

10

Item 3

Properties

12

Item 4

Security Ownership of Certain Beneficial Owners and Management

13

Item 5

Directors and Executive Officers

14

Item 6

Executive Compensation

15

Item 7

Certain Relationships and Related Transactions, and Director Independence

17

Item 8

Legal Proceedings

17

Item 9

Market Price of and Dividends on the Registrant's Common Equity and Related Stockholder Matters

18

Item 10

Recent Sales of Unregistered Securities

18

Item 11

Description of Registrant’s Securities to be Registered

18

Item 12

Indemnification of Directors and Officers

19

Item 13

Financial Statements and Supplementary Data

20

Item 14

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

20

Item 15

Financial Statements and Exhibits

21

 

 

 

PART III

 

Item 1

Index to Exhibits

22

 

Signatures

23




2




SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS


This Form 10 contains certain forward-looking statements with respect to the financial condition, results of operations, business strategies, operating efficiencies or synergies, competitive positions, growth opportunities for existing products, plans and objectives of management. Statements in this Form 10 that are not historical facts are hereby identified as “forward-looking statements.”


Item 1. Business


Organization


MOMS ONLINE, INC., a Nevada corporation (“Moms Online” or the “Company”) was incorporated on October 1, 2010 in the state of Nevada as an early stage, emerging growth company.  Moms Online, Inc. was formed as a wholly owned subsidiary of Ice Lounge Media, Inc. (“IceLounge,” or "IceLounge Media”) to hold, create, collect and adapt social media site aimed at “moms.”  IceLounge spun off Moms Online to the IceLounge shareholders in late 2013 in an effort to further the ongoing focus of Moms Online on the continued development of websites devoted to moms and to reduce the dual funding obligations of IceLounge and Moms Online.  Through the spin off, IceLounge was hopeful Moms Online business model was compelling enough Moms Online could raise its own capital and not have to rely on the funding of IceLounge.


EMERGING GROWTH COMPANY STATUS


As part of the Jumpstart Our Business Startups Act of 2012 (“JOBS ACT”), companies with less than one billion in gross revenue can qualify as an “emerging growth company.” We will qualify as an emerging growth company as defined in the JOBS Act, and, as such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, (i) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, (ii) reduced disclosure obligations regarding executive compensation in our periodic and annual reports, (iii) not being required to comply with certain new requirements adopted by the Public Company Accounting Oversight Board, or the PCAOB, and (iv) not being required to obtain stockholder approval of any golden parachute payments not previously approved. We intend to take advantage of the reduced disclosure obligations.  Additionally, we will qualify as a “Smaller Reporting Company” and also have the advantage of not being required to provide the same level of disclosure as larger companies.  Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.  We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the Jobs Act, that allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.


We could remain an emerging growth company for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed one billion dollars, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if the market value of our common units that are held by non-affiliates exceeds $700.0 million as of the last business day of our most recently completed second fiscal quarter, and (iii) the date on which we have issued more than $1.0 billion in non-convertible debt during the preceding three-year period.   At this time we expect to remain both a “Smaller Reporting Company” and “Emerging Growth Company” for the foreseeable future.


Business


Moms Online’s principal products and services will be associated with its website, visitors and subscriber base.  Moms Online focus is on its website momscorner.com and related sites and sub sites.  The focus of the sites is aimed at providing information, forums and social networking for moms. Revenue generation will come from several channels including advertising, data research, and ecommerce. Advertising is the initial and core revenue channel, which includes display adverting, sweepstakes and contests, and premium integrated sponsorships.  As we have only completed the beta phase and initial limited launch of our website, the ultimate success of our site is unknown.  Additionally, we will need further funding to be able to launch our site and for ongoing support of the site.  Without the additional funding, we will not be able to remain in business.  We initially launched our website with a small word of mouth rollout and hopefully once the additional capital is secured, we can expand our marketing efforts to attract more potential members or users to our site.



3




Our business model is focused on the development of a web site focused on providing a destination site for moms as they seek information, forums or other outlets to gather information for everything from purchases, school choices, beauty advice, career advice or any other item were someone wants independent advice or verification.  Management believes moms tend to research items and interact on social media at a high percentage and would be interested in a site devoted to answering questions they encounter on a daily basis.  With these perceived characteristics, management developed a web site that offered certain features.  These features allow interaction or forums among visitors.  Management believes, if they could create a site that was compelling for a target niche marketplace, this site would be able to generate revenue from multiple sources such as advertising and online product sales.


Since our business model relies on attracting users and having active interaction with these users, it will take some time for our revenue model to be able to support our operations.  Until we have sufficient web site users, we will not be able to generate advertising dollars or sell sufficient products to be able to support our operations.  Since the overall acceptance of our site is unknown, there is a high degree of risk we will not be able to generate sufficient revenue to remain in operations.


Products/Website


The Company developed the Momscorner.com website and released its Beta version on October 1, 2011 and released the live version on February 1, 2012. Although we have released our live version, we have been undercapitalized and have not had the ability to market our website or continue to develop our content as we would like if we had additional capital.  


Our website is being continually developed and refined to allow this target niche market to be able to interact with other users having similar interests as well as share content and ask and answer questions.  The website has been designed to be very interactive and encourages users’ participation.  Although we will provide content, products and support, the ultimate success of our site will be dependent on getting sufficient number of user to actively participate in the site through forums, blogs and reviews.  With limited resources, we would not be able to provide sufficient content without active user participation. We believe the long term success of our site is dependent on interactive users or members willing to share their knowledge, experience or questions within a community setting.  


Momscorner.com


We named out website “momscorner” to emphasize this site is about mothers’ communicating with each other in a community setting.  The site is less about our content or thoughts than about the individual users experience and knowledge which can be shared with other users.  Although we will provide content, articles, blogs and products, the ultimate success relies on the user experience through their interaction with others. The momscorner.com platform includes the following features and functionality:


·

Member profiles – each member may fill out an extensive list of profile questions. Profiles include both demographic and psychographic questions.

·

Quick answer questions – poll and multiple choice based questions with the ability to attach photos and videos

·

Long answer questions – long format text based questions that require in-depth answers with the ability to attach photos and videos

·

Voting – members will be able to vote up answers that they deem to be good or vote down on an answer that they deem to be irrelevant. This moves up good answers and experts within each category.

·

Comments – members can reply to answers to promote their expertise in a subject and promote openness.

·

Categories – MomsCorner will have categories that moms can follow and create questions within the categories.

·

Gamification – points will be awarded by participating, either by asking questions, answering questions or voting upon answers.

·

Community – members may follow other members that they trust and are influential

·

Messaging – members interact with one another through public comments or private, one-on-one messaging.

·

Points redemption – members can use their collected points to “dress” up their owl (mascot) avatar or to receive coupons or discounts (future).


Momscorner Technology


The momscorner.com platform is engineered on a Microsoft platform. It uses the Microsoft.NET Framework, IIS 6.0, and Microsoft SQL Server 2000.  The code base is authored with proprietary methodologies (including mobile phone technologies) and is owned by our former parent, Ice Lounge Media, and licensed to us.  The process of converting video media combines proprietary methodology with software licensed from major firms.




4




The platform has been engineered such that scalability, expansion and/or movement of physical hardware will result in little or no downtime.  It can also be re-deployed (new websites created) rapidly (within days if necessary) for new social networking opportunities that may arise.


Technology Highlights:


·

Microsoft .NET Framework

·

Real-time video conversion process

·

Real-time media posting from mobile phones

·

Simple scalability model

·

Rapid re-deployment


Momscorner.com combines the following components:


·

Niche social networking website

·

Member-provided content, including video and photos

·

Mobile phone technology

·

Question and Answer platform

·

Gamification

·

Virtual goods and redemption

·

Blogging

·

Online advertising revenues

·

Data collection and data mining revenues.


Marketing and Sales Strategies


The website marketing is focused toward moms and their interests, questions, reviews and social outlets. By creating an interactive website with user driven content, we hope to encourage this demographic to upload content, and actively communicate with other participants as well as invite others to view the site.


The company currently emphasizes three types of marketing initiatives:


o

“Word of Mouth”: Word of mouth marketing is providing site integrated communication toolsets to members to easily share and invite their friends to join the community. We believe member endorsement is strongest when member receives value from the site such as reading relevant content, meeting new friends, receiving invaluable advice from other members, and being entertained. Therefore we will provide integrated tools to share their experience in all relevant content and social activities.

o

Internal Marketing: This may include, but is not limited to, scheduled online promotions and contests, co-marketing initiatives with other third parties, and cause related programs with non-profits.

o

Paid Marketing: This is where we pay to acquire new members from third-party procurement companies (such as ad networks, search engines, and Facebook) and other publishers.


Until we raise additional capital, our initial focus will be on word of mouth with limited targeted banner advertisement through key word searches on sites such as Google.  Our goal is to leverage social networking and consumer generated media websites by creating a niche website where members have an immediate common connection with one another.  Momscorner.com combines social networking software (SNS) with consumer-generated media technology (CGM) to develop a website which allows easy interaction and encourages member or user generated content. Members or users upload their content (photos, videos, and blogs), view other member content, and invite others to come view their uploaded content. In time, we hope to aggregate thousands of videos, becoming much like an online TV station with an endless supply of engaging, consumer-generated content for our niche target community. Our technology will also convert member content to other portable formats. Our members or users will be able to view momsonline branded content on our website as well as their mobile devices such as smart phones and tablets.



5




Products and Services


The Company’s revenues will come from online advertising, sponsorship and market research. Since we are currently in the initial rollout of our website design and launch, we only have an outline or goal of how we will receive revenue.  Until we have a better understanding or statistical information on the number of users and repeat users, we will not be able to say if we will be able to obtain advertising revenue, research revenue or product sales.  We are hopeful these sources of revenue will be available but they are all dependent on establishing sufficient active users to our website.


Relevant Display Advertising. Banner Advertisements. Alongside or at the top of all website pages, except the homepage, will sell advertising banners from related industry manufacturers and service providers. Banner ads also appear in the video player, picture viewer, and MP3 player, and full-page interstitials. Before any video is played, a full page interstitial will be displayed.


Ecommerce through Affiliated Links. Momscorner.com can also be a marketplace of its own with sections dedicated to the purchasing of standard supplies as well as directing users to specialty and custom products.


Reward Advertising. Users accumulate points by being influential. With the points, they can redeem gift cards, coupons, sponsor’s products or services. Users are rewarded for asking or answering questions and being voted up for good answers and comments. We would use these rewards, provided by advertisers and product companies, to encourage user participation and generate revenue by the advertisers or product companies paying us to provide the prizes and related advertising links.


Corporate Sponsorship. Corporate sponsors are long-term advertisers that sponsor a specific section or functionality.  For example, there could be a corporate sponsor for the picture viewer or video player. In this case, the entire interface is branded with the sponsor’s logo.


Video Commercials. A slated enhancement is the ability to play commercials. Commercial are played before each video is played.


Data Mining and Market Research. Other sources of revenue will come from data mining and market research. Mothers tend to share with other mothers and to seek collaboration. The question and answer format is a great platform for advertisers and market research companies to test out ideas and survey moms below a general public product release. The very nature of our platform encourages our members to participate through expressing their passionate opinions. Initially, data mining and market research revenues will come in three forms:


·

The MomsCorner.com Report – A state of the Motherhood industry report. Produced quarterly from monthly surveys of MomsCorner.com members.

·

Custom Surveys and Reports – Clients may retain us to create surveys and reports.

·

E-Focus Groups – Clients may retain us to gather a target segment to perform online focus groups.


Competition


There are several competitors in each of the segments of our targeted industry.  Additionally, any social site, including Facebook and YouTube would be direct competitors.   The leading website competitors are.


Social networks primarily for moms:


SocialMoms.com: http://www.socialmoms.com

CafeMom.com: http://www.cafemom.com

Babycenter.com: http://www.babycenter.com

iVillage.com: http://www.ivillage.com

Scarymommy.com: http://www.scarymommy.com

5MinutesForMom.com: http://www.5minutesformom.com

LifetimeMoms.com: http://www.lifetimemoms.com

MomsWhoThink.com: http://www.momswhothink.com

NickMom.com: http://www.nickmom.com


Social networks for broader audiences:


Facebook, Myspace, LinkedIn, Babble.com, IAC, Viacom, Say Media, Google, and Twitter would be companies and sites that would be competitors.  Most of our competitors are more established, better financed and have loyal users or members.  It may be difficult for us to compete with these companies based on our limited resources compared to their larger resources and established brand name and communities.



6




Employees


As of August 1, 2014, the Company does not have any employees except our executive officers.  We rely on 9 consultants working on a contract basis. The Company is not a party to any collective bargaining agreements.


Description of Property


The Company has no real properties and has a month to month office lease at $600 per month.  Our office lease is a shared office arrangement.  Once we have sufficient website traffic and have raised additional capital, we will look at leasing additional office space.  We believe the current office arrangement will be sufficient through the balance of the year and the first part of 2015.


Regulations


We do not believe there are any significant regulations affecting our business.  We believe the regulations we are subject do not put undue burden on our operations and we have designed our site and security to meet these regulations which focus on privacy issues and control of user information.  


Concentration of Customers


As our site aim is to focus on users, we do not have a customer concentration. Until our revenue model is further developed, we will not know if we receive a substantial portion of our revenue from a particular source.


Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or Labor Contracts, including Duration


The Company owns the copyrights and trade names for all the websites and internal workings it has developed. The Company leases the technology platform from Ice Lounge Media, Inc., a related party.


Research and Development Costs During the Last Two Fiscal Years


Since inception, most of our time has been focused on creating our business model and related website.  Certain costs incurred in development of our website were capitalized with a total of $17,831 allocated to our website development.  


Item 1A.  Risk Factors


Moms Online’s operations are subject to a number of risks including:

 

Risk Factors Relating to Moms Online’ Proposed Activities


We currently do not have the capital to fund operations and are dependent on raising additional capital to stay in business.


We have only completed the initial development of our website and do not anticipate reaching a level of profitability to support our operations until 2016.  If we are unable to obtain additional capital, it is unlikely we will be able to stay in business.  Since our business model requires a certain level of users prior to obtaining profitability, and with no assurance we will be able to obtain any users, investors in Moms Online will be placing their money in a high risk venture without any assurances that we will ever be able to execute on our business plan or obtain the necessary financing and ongoing revenues to remain operational..


We have no revenue and have only completed a soft launch of our website which will be the source of our revenue and do not have sufficient capital to advertise our website so investors will be placing money in a company with no ongoing source of revenue, no proven revenue model and a company which is dependent on raising additional capital to stay in business.


Moms Online does not have an operating history in which to judge an investment decision.  Additionally, Moms Online is currently undercapitalized and relying on equity and debt investments to continue operations.  Although we have a business concept and an initial website, we have not proven out a revenue model or generate significant traffic to our site.  Investors in Moms Online would be placing their money in a company with unproven and undeveloped business concept which is potentially years away from generating sufficient revenue to support Moms Online’s operation.  Given the uncertainties facing the company, investors should look to an investment in Moms Online as highly speculative and risky with a high probability of losing their entire investment.



7




We are still in the product development phase of our operations so the ultimate success of our products is unknown.


Moms Online is entering into a new business.  Moms Online has focused on the development of a target website which may not resonate with the market.  The ultimate success of Moms Online and its website is very uncertain.  Investors will therefore be placing their money in an undercapitalized company with no proven operations.


We will need additional financing which will potentially dilute current investors and we may not be able to obtain such financing.


We intends to engage in further development of our website that will require additional capitalization.  Additionally, we will need capital for ongoing operations, further web development and for advertising.  Accordingly, Moms Online’ future success and profitability may be based on our ability to obtain additional financing on favorable terms.  Additional financing may cause dilution to current investors and there can be no assurance that any additional financing will be on terms that are favorable to Moms Online and our shareholders.  Without ongoing revenue, our ability to stay in business is contingent on outside capital and we currently have no commitments for such capital.


Our auditors have indicated in their audit opinion that there is a substantial doubt about our ability to continue as a going concern which will affect our ability to raise capital or borrow money.


Our auditors have issued an audit opinion indicating that there is a substantial doubt about our ability to remain as a going concern.  As such, any potential investor or lender is unlikely to be willing to provide additional capital or loans to us.   Without additional capital, we will not be able to remain in business or execute on our business plan.  Even if we are able to obtain additional capital, given the “going concern” modification, it is likely investors would suffer substantial dilution to their investment.


We have not produced any revenue and only have a concept of how we will be able to obtain revenue which is unproven and may not actually generate revenue or sufficient revenue to cover operating costs.


Our revenue model is based on the concept advertisers will want to advertise on our site if we have sufficient ongoing users to our site as well as users will want to purchase products from our site. Currently, we have only completed a soft launch and have no regular users and it is completely unknown whether we will have any regular users in the future.  As such, we have no idea if advertisers will be willing to advertise on our site or users will purchase on from the site.  With these unknowns, potential investors in Moms Online will be placing their money in a highly risky venture which may never produce revenues and may be out of business prior to ever obtaining any revenue.


Our technology has only been recently developed and may not be scalable or work as well as we hope to attract and retain users.


With our technology not being tested under heavy user loads, we do not know whether it will function as hoped when we launch our site for actual users.  If our technology does not function smoothly and is intuitive and easy for users, it is likely users will not use our site.  If the technology does not work as hoped and users do not use our site, we would not be able to generate any revenue and it is unlikely we would be able to obtain sufficient funds to redo our technology.  It is likely we would not be able to remain in business. Accordingly, investors in the Company would be risking their funds on unproven technology that may or may not work and if it does not work, we would most likely cease operations causing an investor to lose all of their investment.


General Risks Relating to Investors


We intend to take advantage of the disclosure requirements of the JOBS Act provided for emerging growth companies including not providing all of the accounting disclosure that other companies will be required to provide which may limit an investor’s ability to compare our financial statements with other companies.


Under the JOBS Act, we can elect to not comply with new or revised accounting standards which will allow us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies.  Until the standards are required for private companies, we will not have to adopt those standards.  As such, our financial statements may not be comparable to companies that comply with public company effective dates.  This could affect an investor’s ability to evaluate our financial statements compared to other public companies.  In addition to the financial statements, the JOBS Act along with being a “Smaller Reporting Company” allows us to provide less disclosure on certain issues such as executive compensation as other companies which could affect an investor’s ability to compare us to other companies.



8




We do not intend to pay dividends in the near future.


Moms Online has not paid, and does not plan to pay, dividends in the foreseeable future, even if we were profitable.  Earnings, if any, are expected to be used to expand operations, for research and development and for general corporate purposes, rather than to make distributions to shareholders.


Investors will not have cumulative voting and will not be able to elect directors based on the percentages of ownership.  


Holders of Common Stock are not entitled to cumulate their votes for the election of directors or otherwise.  The present shareholders of Moms Online will be able to elect all of the directors of Moms Online and effectively control Moms Online’s affairs making it difficult for investors to be able to change management or the direction of Moms Online.  (See "DESCRIPTION OF SECURITIES.")


We may issue more stock without shareholder input or consent which could dilute the book value of your investment.


The board of directors has authority, without action by or vote of the shareholders, to issue all or part of the authorized but unissued shares. Since the board of directors can issue stock without shareholder approval, current shareholders and investors in the Company could be substantially diluted without any say in such action.  Shareholders will have to rely on the board’s ability to judge if such issuance will help all shareholders.  The Company is going to need additional capital and any further stock issuance will be determined solely by the board of directors and will dilute current shareholders and investors in the Company.


A relatively small number of stockholders and managers have significant influence over us and other stockholders will not be able to have a voice in the direction of the company and stockholders may disagree with the decisions of management. 


A small number of our stockholders and management acting together would be able to exert significant influence over us through their ability to influence the election of directors and all other matters that require action by our stockholders.  The voting power of these individuals could have the effect of preventing or delaying a change in control of our company which they oppose even if our other stockholders believe it is in their best interests.  In addition, our executive officers have the ability to influence our day-to-day operations.  These factors could negatively affect our company and our stock price as other investors may be unwilling to invest in a company with such a consolidation of control.  Additionally, if stockholders dislike the decisions of management, it will be difficult for stockholders to get rid of current management.


The departure of certain key personnel could affect the financial condition of Moms Online due to the loss of their expertise.    


Our business plan was developed by our officers and will depend on their ability to design and create the initial models for our website.  Without their expertise, it is unlikely we will be able to complete the development and design of our website.  We do not have the funds, at this time, to hire additional personnel and without current management, it would be unlikely we would be able to obtain further funding.  The loss of any member of management would severely hinder our ability to develop our proposed website.  A failure on our part to retain the services of these key personnel could have a material adverse effect on our operating results and financial conditions. We do not maintain key man life insurance on any of our employees.  


Item 2. Financial Information


Summary of Financial Information


We have not had any revenues since our inception in 2010.  Our net loss for the year ended December 31, 2013, was $125,584 and our net loss for the six months ended June 30, 2014 was $64,927.  At December 31, 2013, we had no current assets or liabilities.  At June 30, 2014, we had no current assets and current liabilities of $26,101 resulting in working capital deficit of $26,101.


The following table shows selected summarized financial data for Moms Online at the dates and for the periods indicated.  The data should be read in conjunction with the financial statements and notes included herein beginning on page F-1.



9




STATEMENT OF OPERATIONS DATA:


 

 

For the Six

Months Ended

June 30,

2014

 

For the Year Ended

December 31,

2013

Revenues

$

0

$

0

Cost of Revenues

 

0

 

0

General and Administrative Expenses

 

56,371

 

125,584

Operating Expense

 

0

 

0

Net (Loss)

 

(56,371)

 

(125,584)

Basic (Loss) per Share

 

(0.01)

 

(0.03)

Basic Weighted Average Number of Shares Outstanding

 

4,265,995

 

4,265,995

 

 

 

 

 

BALANCE SHEET DATA:

 

 

 

 

 

 

June 30,

2014

 

December 31,

 2013

Total Current Assets

$

0

$

0

Total Assets

 

17,831

 

17,831

Total Current Liabilities

 

26,101

 

0

Working Capital (Deficit)

 

(26,101)

 

0

Stockholders’ Equity (Deficit)

 

(8,270)

 

17,831




10




Management's Discussion and Analysis or Plan of Operation


Certain statements in this Report constitute “forward-looking statements.”  Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.  Factors that might cause such a difference include, among others, uncertainties relating to general economic and business conditions; industry trends; changes in demand for our products and services; uncertainties relating to customer plans and commitments and the timing of orders received from customers; announcements or changes in our pricing policies or that of our competitors; unanticipated delays in the development, market acceptance or installation of our products and services; changes in government regulations; availability of management and other key personnel; availability, terms and deployment of capital; relationships with third-party equipment suppliers; and worldwide political stability and economic growth.  The words “believe,” “expect,” “anticipate,” “intend” and “plan” and similar expressions identify forward-looking statements.  Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made.


Critical Accounting Policies and Estimates


Moms Online’s accounting policies are more fully described in Note 1 of the audited financial statements.  As discussed in Note 1, the preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions about the future events that affect the amounts reported in the financial statements and the accompanying notes.  Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances.  Actual differences could differ from these estimates under different assumptions or conditions.  Moms Online believes there have been no significant changes since our year ended December 31, 2013. Moms Online believes that the following addresses Moms Online’s most critical accounting policies.


We will recognize revenue in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 104, “Revenue Recognition” (“SAB 104”).  Under SAB 104, revenue is recognized at the point of passage to the customer of title and risk of loss, when there is persuasive evidence of an arrangement, the sales price is determinable, and collection of the resulting receivable is reasonably assured.


Our allowance for doubtful accounts is maintained to provide for losses arising from customers’ inability to make required payments.  If there is deterioration of our customers’ credit worthiness and/or there is an increase in the length of time that the receivables are past due greater than the historical assumptions used, additional allowances may be required.


We will account for income taxes in accordance with FASC 740-20, “Accounting for Income Taxes.”  Under FASC 740-20, deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which the differences are expected to reverse.  Deferred tax assets will be reflected on the balance sheet when it is determined that it is more likely than not that the asset will be realized.


Under the JOBS Act, we can elect to not comply with new or revised accounting standards which will allow us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies.  Until the standards are required for private companies, we will not have to adopt those standards.  As such, our financial statements may not be comparable to companies that comply with public company effective dates.  


PLAN OF OPERATION.


Moms Online has developed a web site focused on moms.  We have been undercapitalized and need additional capital in order to grow our site and continue with its development.  We do not anticipate significant revenues until 2016 with the majority of 2015 focused on the ongoing expansion and improvement of the momscorner.com web site and member/user acquisition.  


Our revenue model is contingent on reaching a certain level of users of our momscorner.com website before we will be able to start generating significant revenue.  Until we are able to reach this level of users we will be dependent on outside sources of capital.  Given our current asset base, we do not believe debt financing will be available and we will have to depend on the sale of our equity securities.  At this time, there can be no assurance we will be able to raise any additional capital or obtain a level of users which would allow us to generate a profit.



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Once our website is establish, we hope to generate revenue from multiple sources, including online third party product sales, and advertising revenue.  Until we have a better estimate of the number of visitors we will be able to receive per day and the regular users, it is difficult to structure a revenue model with any degree of accuracy.  Initially, management has assumed we would operate at a loss through 2015 as we try and establish a consistent user presence. To this end, management has tried to keep the overall expenses of the Company to a minimum and plan for the need to raise several small rounds of capital with the hope each round will move the Company closer to a revenue generating model.  With the need to conserve available resources, our time line to profitability will be delayed which could provide any competitors an opportunity to copy our business model or also expand their existing web offerings to this marketplace.


LIQUIDITY AND CAPITAL RESOURCES


June 30, 2014


As of June 30, 2014, we had no current assets and current liabilities of $26,101 resulting in working capital deficit of $26,101.  With ongoing losses, our assets will not be sufficient for us to remain in business long enough to generate ongoing revenue.  As such we will be seeking to raise additional capital in the near future but do not know the terms on which we would seek to raise capital.  We believe we will need an additional $500,000 to complete our website launch but have not determined the extent of our overall capital needs.  We will continue to evaluate our capital needs once we test our site and user acquisition model, we will be better able to determine ongoing operating costs.


December 31, 2013


As of December 31, 2013, we had no current assets and no liabilities.  Our only asset at December 31, 2013, was our momscorner.com website.  Since the beginning of 2014, we have incurred additional expenses which previously were being covered by our parent, Icelounge Media.  Without Icelounge Media covering our costs, we will need additional capital if we are going to remain in business.  


RESULTS OF OPERATIONS


Six Months Ended June 30, 2014


For the six months ended June 30, 2014, we had no revenue and general and administrative expenses of $56,371 resulting in a net loss of $56,371.  We do not anticipate any revenue or at least any significant revenue for the balance of 2014 and into the first part of 2015.  As such we will be dependent on raising additional capital to fund operations.  Additionally, we would anticipate our expenses to increase over the balance of 2014 as we have to cover costs which were previously handled by our former parent corporation.  As such, we would anticipate our losses to increase and if we are not able to obtain additional capital it is highly unlikely we will be able to remain in business.  Currently, we have a monthly burn rate of $15,000 to operate our website and continue its development.  This funds are primarily spent on development, maintenance and compliance.  We are relying on our management which has not been receiving compensation to continue this development.  Even with the contribution of our management’s time, we need to spend advertising dollars with third parties to help drive users to our site and develop additional third party content.  Until we are able to raise capital to spend on advertising and content development, our site will not generate significant web traffic and accordingly revenue.


Year ended December 31, 2013


In 2013, we had limited operations with the majority of our costs being absorbed by our parent IceLounge Media.  We had no revenue and general and administrative costs of $125,584 resulting is a net loss of $125,584 for the year ended December 31, 2013.  Without our former parent company to absorb most of the development and operating costs of the Company, we anticipate our costs to increase substantially over 2014, particularly with the launch of our website.  


Off-Balance Sheet Arrangements


We have no off-balance sheet arrangements.


ITEM 3. PROPERTIES


We currently do not have any properties and rent space from another party for $600 per month.



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ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


Security Ownership of Certain Beneficial Owners:


The following table sets forth as of September 15, 2014, the name and the number of shares of Moms Online' Common Stock, par value $0.001 per share, held of record or beneficially by each person who held of record, or was known by Moms Online to own beneficially, more than 5% of the 4,265,995 issued and outstanding shares of Moms Online' Common Stock, and the name and shareholdings of each director and of all officers and directors as a group.


For purposes of this table, information as to the beneficial ownership of shares of common stock is determined in accordance with the rules of the Securities and Exchange Commission and includes general voting power and/or investment power with respect to securities.  Except as otherwise indicated, all shares of our common stock are beneficially owned, and sole investment and voting power is held, by the person named.  For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares of common stock, which such person has the right to acquire within 60 days after the date hereof.  The inclusion herein of such shares listed beneficially owned does not constitute an admission of beneficial ownership.


Name and Address of Beneficial Owner

 

Amount of Beneficial Owner

 

Percentage of Outstanding Common stock

 

 

 

 

 

Principal Shareholders

 

 

 

 

Ice Lounge Media, Inc.(1)

 

2,021620

 

47.39%

429 W PLUMB LN

 

 

 

 

RENO, NV 89509

 

 

 

 

 

 

 

 

 

Calvin Wong(1)

 

903,500(D)

 

21.18%

429 W PLUMB LN

 

2,021,620(I)

 

47.39%

RENO, NV 89509

 

 

 

 

 

 

 

 

 

Ed Wong(1)

 

471,250(D)

 

11.05%

429 W PLUMB LN

 

2,021,620(I)

 

47.39%

RENO, NV 89509

 

 

 

 

 

 

 

 

 

Officers and Directors

 

 

 

 

Calvin Wong

 

-----See Above-----

Kevin Ghim

 

98,750

 

2.31%

Scott E. Lybbert

 

62,500

 

1.46%

Cherry Lu

 

50,000

 

1,17%

Director and executive officer of the Company (6 individuals)

 

3,607,620

 

84.57%

_________________________________

(1)

Ice Lounge Media is controlled by Calvin Wong and Ed Wong both of whom disclaim any direct ownership of Ice Lounge Media shares in the Company.  As the two largest shareholders of Ice Lounge Media and given Calvin Wong is the chairman of Ice Lounge Media, its shares of the Company would be beneficially deemed owned by Calvin Wong and Ed Wong.  If Ice Lounge Media’s stock ownership position is added to Calvin Wong’s, the officers and directors of the Company would own over 84.57% of the Company.


Control by Existing Stockholders


Current management has over 24% of the issued and outstanding shares of common stock.  Additionally, when combined with the ownership of Ice Lounge Media which controls over 46% of the issued and outstanding shares, the current management and companies they control would have approximately 70%.  As a result, it is likely they will be able to  control Moms Online  and will most likely continue to be in a position to elect at least a majority of the Board of Directors of Moms Online, to dissolve, merge or sell the assets of Moms Online, and generally, to direct the affairs of Moms Online.



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Dividends


We have not declared any cash dividends with respect to our common stock, and do not intend to declare dividends in the foreseeable future.  Our future dividend policy cannot be ascertained with any certainty.  There are no material restrictions limiting, or that are likely to limit, our ability to pay dividends on our securities.


Securities Authorized for Issuance under Equity Compensation Plans


Plan Category

 

Number of Securities to be issued upon exercise of outstanding options, warrants and rights

 

Weighted-average exercise price of outstanding options, warrants and rights

 

Number of securities remaining available for future issuance under equity compensation plans excluding securities reflected in column (a)

 

 

(a)

 

(b)

 

(c)

 

 

 

 

 

 

 

Equity compensation plans approved by security holders

 

None

 

None

 

None

Equity compensation plans not approved by security holders

 

None

 

None

 

None

Total

 

NA

 

NA

 

NA


ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS


Management


The following table sets forth information with respect to the officers and directors of Moms Online.  Moms Online’s directors serve for a term of one year and thereafter until their successors have been duly elected by the stockholders and qualified.  Moms Online’s officers serve for a term of one year and thereafter until their successors have been duly appointed by the Board of Directors and qualified.


Name

 

Age

 

Title

 

Date of Election or Designation

Calvin Wong

 

42

 

Chairman, Director

 

December 28, 2013

Kevin Ghim

 

42

 

President

 

December 28, 2013

Cherry Lu

 

41

 

Secretary, Director

 

December 28, 2013

Scott E. Lybbert

 

56

 

CFO, Director

 

December 28, 2013


Calvin Wong, Chairman, has been an executive or high level advisor at multiple digital media organizations. In 2013 and 2014 he was COO of  Media Spike and SVP of SnakBlox, both are in the mobile ad space.  He was the COO at Appssavvy Inc. from 2008 to 2010 which was engaged in the development and marketing of advertising technology. Mr. Wong was SVP Client Solutions & Co-founder at Community Connect Inc. from 1997 to 2008 prior to its acquisition by Radio One (Nasdaq: ROIAK); mentor/advisor to TechLaunch. Mr. Wong has been with IceLounge since 2010 to the present.


Kevin Ghim, President.  In addition to his work with the Company, since 2014, Mr. Ghim is a senior product manager for Mozilla which develops and runs the Firefox web browser. From 2012 to 2014, Mr. Ghim was the chief product officer of IceLounge Media.  Prior to joining IceLounge Media. from 2010 to 2012, Mr. Ghim was the senior director of product management for 33Across which engaged in social advertising.  Mr. Ghim was also senior direct of product development at Appssavvy from 2008 to 2010 which was engaged in advertising technology.


Cherry Lu, Corporate Secretary and Director. Prior to joining the Company, Ms. Lu served as the marketing director for IceLounge Media from April 2012 and continues to serve in such capacity.  Prior to joining IceLounge Media, from January 2011 to February 2012, Ms. Lu was the marketing manager for THQ, Inc. which engaged in video game publishing.  From November 2008 to January 2011, Ms. Lu was the marketing manager for Disney Interactive Media.


Scott E. Lybbert, CFO and Director, is a former Manager at Price Waterhouse. Since March 2003, Mr. Lybbert has been Chairman, CFO and Director for Redify Group, Inc. (RDFY) formerly known as TGFIN Holdings, Inc. (TGFN). In Addition, he has been the CFO and Director of IceLounge Media, Inc. since June 2012 and CFO and Director of Social Quotient, Inc. and Moms Online, Inc. since December 2013.



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None of our officers and directors has filed for bankruptcy, been convicted in a criminal proceeding or been the subject of any order, judgment, or decree permanently, temporarily, or otherwise limiting activities (1) in connection with the sale or purchase of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws, (2) engaging in any type of business practice, or (3) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of an investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity.  


Family Relationships


The officers and directors have no family relationships to any other related parties except Calvin Wong and Ed Wong are brothers and both are major shareholders of Ice Lounge Media.


ITEM 6. EXECUTIVE COMPENSATION


EXECUTIVE COMPENSATION


The following table sets forth, for the fiscal years indicated, all compensation awarded to, earned by or paid to Moms Online’s chief executive officer and each of the other executive officers that were serving as executive officers at December 31, 2013 (collectively referred to as the "Named Executives").  No other executive officer serving during 2013 received compensation greater than $100,000.


SUMMARY COMPENSATION TABLE


Name and Principle Position

Year

Salary

($)

Bonus

($)

Fees Earned or Paid In Cash

($)

Stock Awards

($)

Option Awards

($)

Non-Equity Incentive Plan Compensation Earnings

($)

Change in Pension Value and Nonqualified Deferred Compensation Earnings

($)

All Other Compensation

($)

Total Compensations

($)

(a)

(b)

(c)

(d)

 

(e)

(f)

(g)

(h)

(i)

(j)

 

 

 

 

 

 

 

 

 

 

 

Kevin Ghim,

President

12/31/13

0

0

0

0

0

0

0

0

0

 

 

 

 

 

 

 

 

 

 

 

Scott E. Lybbert,

CFO

12/31/13

0

0

0

0

0

0

0

0

0


Outstanding Equity Awards At Fiscal Year-End


We had no outstanding equity awards at fiscal year-end 2013.



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Outstanding Equity Awards at Fiscal Year-End


Option Awards

Stock Awards

Name

Number of Securities Underlying Unexercised Options (#) Exercisable

Number of Securities underlying Unexercised Options (#) Unexercisable

Equity Incentive Plan Awards Number of Securities Underlying Unexercised Unearned Options (#)

Option Exercise Price($)

Option Expiration Date

Number of Shares or Units of Stock That Have Not Vested (#)

Market Value of Shares or Units of Stock That Have Not Vested($)

Equity Incentive Plan Awards: Number of Unearned Shares, Vested Units or Other Rights That Have Not Vested (#)

Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

Kevin Ghim

None

None

None

None

None

None

None

None

None

Scott E. Lybbert

None

None

None

None

None

None

None

None

None


Option/Stock Appreciation Rights (SAR) Grants in Last Fiscal Year


In fiscal 2013, there were no stock options or SAR Grants.


Stock Option Exercise


In fiscal 2013, none of the named executives exercised any options to purchase shares of common stock.


Long-Term Incentive Plan (“LTIP”)


There were no awards granted during fiscal year 2013 under a long-term incentive plan.


Board of Directors Compensation


Each director may be paid his expenses, if any, of attendance at each meeting of the board of directors, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the board of directors or both.  No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefore.  We did not compensate our directors for service on the Board of Directors during fiscal 2013.


No other compensation arrangements exist between Moms Online and our officers and directors.


Employment Contracts and Termination of Employment and Change-in-Control Arrangements


Moms Online does not have any employment contracts with our executive officers.  No other compensatory plan or arrangements exist between Moms Online and our executive officers that results or will result from the resignation, retirement or any other termination of such executive officers’ employment with Moms Online or from a change-in-control of Moms Online.



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Report on Repricing of Options/SARs


During fiscal 2013, we did not adjust or amend the exercise price of stock options or SARs previously awarded to any executive officer.


Report on Executive Compensation


The Board of Directors determines the compensation of Moms Online’s executive officer and president and sets policies for and reviews with the chief executive officer and president the compensation awarded to the other principal executives, if any. The compensation policies utilized by the Board of Directors are intended to enable Moms Online to attract, retain and motivate executive officers to meet our goals using appropriate combinations of base salary and incentive compensation in the form of stock options. Generally, compensation decisions are based on contractual commitments, if any, as well as corporate performance, the level of individual responsibility of the particular executive and individual performance.  At this time, the Board of Directors has determined to not provide any compensation until additional progress is made on our business plan and additional capital is raised.  At such time, executive compensation on an ongoing basis will be reviewed.


Code of Ethics


We do not have a code of ethics.


Board of Directors Interlocks and Insider Participation in Compensation Decisions


No such interlocks existed or such decisions were made during fiscal year 2013.


Option Plans


Moms Online has no option plans and no outstanding options.


ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE


We believe that all purchases from or transactions with affiliated parties were on terms and at prices substantially similar to those available from unaffiliated third parties.  During 2013, the Company was spun out of IceLounge Media, Inc. which maintained a 47.39% interests in the Company. IceLounge Media’s major shareholders are Calvin Wong and Ed Wong.  Additionally, all of the officers of the Company have some ownership interest in IceLounge Media. The Company licenses its technology platform from IceLounge Media for $50,000 per year under a five year license agreement.  In 2014, IceLounge Media paid platform lease expense for the Company in a total amount $25,000.  These borrowings bear no interest and due on demand.  As of June 30, 2014, the balance is $25,000.


During 2014, the Company was funded by Social Quotient, Inc. which was also spun off from IceLounge Media in 2013, Social Quotient has provided $30,271 in 2014 to the Company.


Except as set forth above, there were no material transactions, or series of similar transactions, during our Company’s last fiscal year and since inception, or any currently proposed transactions, or series of similar transactions, to which we or any of our subsidiaries was or is to be a party, in which the amount involved exceeded the lesser of $120,000 or one percent of the average of our total assets at year-end for the last three completed fiscal years and in which any promoter or founder of ours or any member of the immediate family of any of the foregoing persons, had an interest.


At this time, we have only one independent director.  All our other directors were all founders, officers and major shareholders of Moms Online.  Additionally, given the limited size of our board of directors, we have not set up any committees of the board of directors such as compensation, audit or nominating committees.  As our operations expand, we hope to be able to add outside directors and set up these committees, but at this time, do not know when we will be able to add additional directors and set up such committees.


ITEM 8. LEGAL PROCEEDINGS


Moms Online is not, and has not been, involved in any legal proceedings during the last fiscal year.



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ITEM 9. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND OTHER SHAREHOLDER MATTERS


Moms Online’s Common Stock is not quoted.  Since its inception, Moms Online has not paid any dividends on its Common Stock, and Moms Online does not anticipate that it will pay dividends in the foreseeable future.  At December 31, 2013, Moms Online had approximately 43 stockholders of record.  As of December 31, 2013, Moms Online had 4,265,995 shares of its Common Stock issued and outstanding.


Possible Sale of Common Stock Pursuant to Rule 144


Moms Online has previously issued shares of common stock that constitute restricted securities as that term is defined in Rule 144 adopted under the Securities Act.  Subject to certain restrictions, such securities may generally be sold in limited amounts under Rule 144.  Moms Online currently has 4,265,995 shares outstanding.  In 2013, Moms Online was spun out of IceLounge Media and all of the current shareholders of the Company obtained their shares in the spin off.  The spin off was done under exemptions from the registration provisions of the Securities Act and as such the shares received by the current shareholders would not be available for resale unless an exemption such as Rule 144 was available.  Currently, Rule 144 would not be available until at least one year from the date of the acquisition of the shares.  The acquisition of the shares would be the date all consideration was received for the shares.  Once a company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act, after 90 days from being subject to such reporting requirements, the holding period for stockholders would drop to six months.  Moms Online would meet the shortened six month holding period under Rule 144 ninety days after the effectiveness of this registration statement.  This discussion is only an overview and does not cover all conditions potential issues that could arise under Rule 144 but only meant to provide potential investors an understanding of when the prior shares sold by Moms Online may be available for resale.   When the shares potentially become available for resale, there could be a depressive effect on any market that may develop for Moms Online’s common stock.  Presently there is no secondary market for shares of Moms Online’s common stock and no assurance can be made that a secondary market will develop.


Reports to Stockholders


Upon the effectiveness of this Form 10, Moms Online will be required to file annual and quarterly reports with the Securities and Exchange Commission.  These reports will be available over the internet at the Securities and Exchange Commission web site www.sec.gov.


ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES


Moms Online has not issued any shares except those to IceLounge Media as part of Moms Online founding and to initial officers and directors, in 2013 for compensating such persons.  Additionally, certain related parties have been issued shares to pay off debts owed to such related parties.  Stock issued to officers and directors and related parties was recorded at approximately between $0.50 and $0.52.  IceLounge Media spun off Moms Online in 2013.


ITEM 11. DESCRIPTION OF REGISTRANT’S SECURITIES TO BE REGISTERED


DESCRIPTION OF SECURITIES


Moms Online is authorized to issue 75,000,000 shares of capital stock, par value $0.001 per share.  


Common Stock


The holders of Common Stock are entitled to one vote per share on each matter submitted to a vote at any meeting of shareholders.  Shares of Common Stock do not carry cumulative voting rights and, therefore, a majority of the shares of outstanding Common Stock will be able to elect the entire board of directors and, if they do so, minority shareholders would not be able to elect any persons to the board of directors.  Moms Online’s bylaws provide that a majority of the issued and outstanding shares of Moms Online constitutes a quorum for shareholders’ meetings.


Shareholders of Moms Online have no preemptive rights to acquire additional shares of Common Stock or other securities.  The Common Stock is not subject to redemption and carries no subscription or conversion rights.  In the event of liquidation of Moms Online, the shares of Common Stock are entitled to share equally in corporate assets after satisfaction of all liabilities.



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Holders of Common Stock are entitled to receive such dividends, as the board of directors may from time to time declare out of funds legally available for the payment of dividends.  Moms Online seeks growth and expansion of its business through the reinvestment of profits, if any, and does not anticipate that we will pay dividends in the foreseeable future.


Authority to Issue Stock


The board of directors has the authority to issue the authorized but unissued shares of Common Stock without action by the shareholders.  Future issuance of stock would most likely dilute the current ownership position and may be on terms and conditions more favorable than those terms and conditions of current shareholders.


Purchases of Equity Securities by Us and Affiliated Purchasers


There were no purchases of our equity securities by us or any of our affiliates during the year ended December 31, 2013.


Authority to Issue Stock


The board of directors has the authority to issue the authorized but unissued shares of Common Stock without action by the stockholders.  The issuance of such shares would reduce the percentage ownership held by current stockholders.


Transfer Agent


Moms Online’s transfer agent is Action Stock Transfer Company, 2469 E. Ft. Union Blvd, Suite 214, Salt Lake City, Utah 84121; telephone number 801-274-1088.


ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS


Section 145 of the Nevada Corporation Law provides in relevant parts as follows:


(1)

A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.


(2)

A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine on application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.



19




(3)

To the extent that a director, officer, employee, or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in (1) or (2) of this subsection, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith.


(4)

The indemnification provided by this section shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.


The foregoing discussion of indemnification merely summarizes certain aspects of indemnification provisions and is limited by reference to the above discussed sections of the Nevada Corporation Law.


There are no provisions in our Articles of Incorporation that protect or indemnify our directors or executive officers beyond what is permitted by Nevada Law as summarized above.


Our bylaws provide that we may indemnify our officers and directors and may advance all expenses incurred to any director who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was our director or officer, or is or was serving at our request as a director or executive officer of another company, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request. This advancement of expenses is to be made upon receipt of an undertaking by or on behalf of such person to repay said amounts should it be ultimately determined that the person was not entitled to be indemnified under our bylaws or otherwise. The Board of Directors may authorize the corporation to indemnify and advance expense to any officer, employee, or agent of the corporation who is not a director to the extent permitted by law.


Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to directors, officers and controlling persons of Moms Online 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 the Act and is, therefore, unenforceable.


At this time, there are no current or pending lawsuits which would require indemnification.


In the event that a claim for the indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by the director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court or appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudications of such issue.


ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.


The financial statements, notes thereto, and the related independent registered public accounting firm’s report of Moms Online are set forth immediately following the signature page to this Form 10 and are herein incorporated by this reference.


ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.


Moms Online has not had any disagreements with its independent registered public accounting firm.



20




ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS


The following financial statements, notes thereto, and the related independent registered public accounting firm’s report contained on page F-2 to our financial statements are herein incorporated:


Six Months Ended June 30, 2014


Balance Sheets as of June 30, 2014 (Unaudited) and December 31, 2013

Unaudited Statements of Operations for the Three and Six months ended June 30, 2014

Unaudited Statements of Cash Flows for the Six Months ended June 30, 2014

Notes to Unaudited Financial Statements for the Six Months ended June 30, 2014


December 31, 2013


Report of Independent Registered Public Accounting Firm

Balance Sheets as of December 31, 2013

Statements of Operations for the Years ended December 31, 2013

Statements of Stockholders' Equity (Deficit) for the for the period from inception through December 31, 2013

Statements of Cash Flows for the Years ended December 31, 2013

Notes to Financial Statements for the Years ended December 31, 2013



21



PART III


ITEM 1. INDEX TO EXHIBITS


Copies of the following documents are included as exhibits to this Form 10 pursuant to item 601 of Regulation S-K.


Exhibit

 

Reference

 

 

 

 

No.

 

No.

 

Title of Document

 

Location

 

 

 

 

 

 

 

3(i)

 

3.01

 

Articles of Incorporation

 

This Filing

 

 

 

 

 

 

 

3(i)

 

3.02

 

Article IV of the Articles of Incorporation

 

This Filing

 

 

 

 

 

 

 

3(ii)

 

3.03

 

Amended and Restated Bylaws of Moms Online

 

This Filing

 

 

 

 

 

 

 

4

 

4.01

 

Specimen Stock Certificate

 

This Filing

 

 

 

 

 

 

 

10

 

10.01

 

License Agreement – IceLounge

 

This Filing



22




SIGNATURES


In accordance with Section 12 of the Securities Exchange Act of 1934, the Registrant caused this registration statement to be signed on its behalf by the undersigned, thereunder duly authorized.


MOMS ONLINE, INC.



September 22, 2014

By:  /s/ Kevin Ghim

Kevin Ghim, President, Principal Executive



September 22, 2014

By: /s/ Scott E. Lybbert

Scott E. Lybbert, Principal Accounting Officer


In accordance with Section 12 of the Securities Exchange Act of 1934, the Registrant caused this registration statement to be signed on its behalf by the undersigned in the capacities and on the dates stated.


Signature

 

Title

 

Date

 

 

 

 

 

/s/ Calvin Wong

 

Chairman, Director

 

September 22, 2014

Calvin Wong

 

 

 

 

 

 

 

 

 

 

 

 

 

 

/s/ Scott E. Lybbert

 

Director, Principal Accounting Officer

 

September 22, 2014

Scott E. Lybbert

 

 

 

 

 

 

 

 

 

/s/ Cherry Lu

 

Director

 

September 22, 2014

Cherry Lu

 

 

 

 




23



Moms Online, Inc.

Financial Statements


Six Months Ended June 30, 2014


Balance Sheets as of June 30, 2014 (Unaudited) and December 31, 2013

Unaudited Statements of Operations for the Three and Six months ended June 30, 2014

Unaudited Statements of Cash Flows for the Six Months ended June 30, 2014

Notes to Unaudited Financial Statements for the Six Months ended June 30, 2014


December 31, 2013


Report of Independent Registered Public Accounting Firm

Balance Sheets as of December 31, 2013

Statements of Operations for the Years ended December 31, 2013

Statements of Stockholders' Equity (Deficit) for the for the period from inception through December 31, 2013

Statements of Cash Flows for the Years ended December 31, 2013

Notes to Financial Statements for the Years ended December 31, 2013



24




Moms Online, Inc.

Financial Statements

As of June 30, 2014


Table of Contents


 

 

Page No.

 

 

 

Unaudited Balance Sheets

 

F-3

 

 

 

Unaudited Statements of Operations

 

F-4

 

 

 

Unaudited Statements of Cash Flows

 

F-5

 

 

 

Notes to the Unaudited Financial Statements

 

F-6




F-1




MOMS ONLINE, INC.

FINANCIAL STATEMENTS

(UNAUDITED)

June 30, 2014


The financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted.  However, in the opinion of management, all adjustments (which include only normal recurring accruals) necessary to present fairly the financial position and results of operations for the periods presented have been made.  These financial statements should be read in conjunction with the accompanying notes, and with the historical financial information of the Company.



F-2




MOMS ONLINE, INC.

BALANCE SHEETS

(Unaudited)


 

 

June 30,

2014

 

December 31,

2013

 

 

 

 

 

ASSETS

 

 

 

 

Cash

$

-

$

-

Moms Corner website

 

17,831

 

17,831

Total Assets

$

17,831

$

17,831

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

 

 

Current liabilities

 

 

 

 

Due to parent

$

25,000

$

-

Due to related parties

 

1,101

 

-

Total current Liabilities

 

26,101

 

-

Stockholders’ Equity (Deficit)

 

 

 

 

Common Stock ($.001 par value) 75,000,000 shares authorized, 4,265,995 and 4,265,995 issued and outstanding

 

4,266

 

4,266

Additional paid-In capital

 

254,028

 

223,758

Accumulated deficit

 

(266,564)

 

(210,193)

Total Stockholders’ Equity (Deficit)

 

(8,270)

 

17,831

Total Liabilities and stockholders’ Equity (Deficit)

$

17,831

$

17,831


The accompanying notes are an integral part of these unaudited Financial Statements.




F-3




MOMS ONLINE, INC.

UNAUDITED STATEMENTS OF OPERATIONS

(Unaudited)


 

 

April 1 to

 

April 1 to

 

January 1 to

 

January 1 to

 

 

June 30

 

June 30

 

June 30

 

June 30

 

 

2014

 

2013

 

2014

 

2013

General and Administrative

$

23,965

$

16,306

$

56,371

$

32,611

 

 

 

 

 

 

 

 

 

Net Loss

$

(23,965)

$

(16,306)

$

(56,371)

$

(32,611)

 

 

 

 

 

 

 

 

 

Basic and Diluted Income (loss) per share

$

(0.01)

$

(0.00)

$

(0.01)

$

(0.01)

Weighted average number of shares Outstanding

 

4,265,995

 

4,265,995

 

4,265,995

 

4,265,995


The accompanying notes are an integral part of these unaudited Financial Statements.



F-4




MOMS ONLINE, INC.

UNAUDITED STATEMENTS OF CASH FLOWS

(Unaudited)


 

 

January 1

 

January 1

 

 

to June 30

 

to June 30

 

 

2014

 

2013

Statement of Cash Flows

 

 

 

 

Cash Flows from Operating Activities

 

 

 

 

Net Loss

$

(56,371)

$

(32,611)

Adjustments to reconcile Net Loss to net cash provided by operations

 

 

 

 

Changes in assets and Liabilities:

 

 

 

 

(Decrease) increase Stock compensation payable

 

-

 

14,547

(Decrease) increase in Due to related parties

 

31,371

 

14,112

(Decrease) increase in Due to parent company

 

25,000

 

3,952

Net cash provided by (used in) operating activities

 

-

 

-

Net increase in cash and cash equivalents

 

-

 

-

Cash and cash equivalents, beginning of period

 

-

 

-

Cash and cash equivalents, end of period

$

-

$

-

Cash paid during the period for

 

 

 

 

Income taxes

$

-

$

-

Interest

$

-

$

-

Non-Cash Transactions

 

 

 

 

Expense paid by related party

 

30,271

 

-


The accompanying notes are an integral part of these unaudited Financial Statements.



F-5




MOMS ONLINE, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

JUNE 30, 2014


NOTE 1: THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the instructions Regulation S-X of the United States Securities and Exchange Commission. Certain information or footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. It is the Company’s opinion, however, that the accompanying unaudited financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.


The accompanying unaudited financial statements should be read in conjunction with the Company’s Registration Statement on Form 10 for the years ended December 31, 2013 and 2012, as included elsewhere in this Form 10. The interim results for the six months ended June 30, 2014 are not necessarily indicative of the results to be expected for the year ending December 31, 2014, or for any future interim periods.


Development Stage Company


The Company has limited operations and is considered to be in the development stage. In the period ended June 30, 2014, the Company has elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the company to remove the inception to date information and all references to development stage.


NOTE 2:  GOING CONCERN


As shown in the accompanying financial statements, we have incurred losses in each year since inception and have an accumulated deficit of $266,564 and no cash on hand as of June 30, 2014. These conditions raise substantial doubt as to our ability to continue as a going concern. In response to these conditions, we may raise additional capital through the sale of equity securities, through an offering of debt securities or through borrowings from financial institutions or individuals. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.


NOTE 3: RELATED PARTY TRANSACTIONS AND RELATIONSHIPS:


All directors are related parties. IceLounge Media, Inc. “ILMI” funded 100% of the development of the Momscorner.com website prior to December 31, 2013. ILMI spun off the website to MOI (the “Company”).  All amounts due to related parties were converted to stock in 2013 by prior agreement.  The stock fair value was determined to be $0.5168 per share, based on the fair values of the website and the anticipated public filing.


During the six months ended June 30, 2014, the Company was funded Social Quotient, Inc. which was also spun off from ILMI in 2013. The net amounts due between the Company and Social Quotient, Inc. were recorded as additions to/reductions in, respectively, Paid in Capital, such that there was no payable/receivable between them at either June 30, 2014 or December 31, 2013.  During the six months ended June 30, 2014, Social Quotient, Inc. has distributed $30,271 of its cash to pay for the expense of the Company.


During the six months ended June 30, 2014, the Company has borrowed from one officer to pay various office and travel expenses. These borrowings bear no interest and due on demand.  As of June 30, 2014, the balance is $1,101.


During the six months ended June 30, 2014, the former parent company, ILMI, paid platform lease expense for the Company in a total amount $25,000.  These borrowings bear no interest and due on demand.  As of June 30, 2014, the balance is $25,000.



F-6




NOTE 4: EQUITY


During the second quarter of 2014, the Board of Directors declared a one-for-four reverse stock split and to recall previously issued shares in exchange for the post reverse split shares. The stock split decreased the Company's outstanding shares from approximately 17 million shares to 4.3 million shares as of June 30, 2014. All historical share and per share information has been recast to reflect the changes in the Company's equity structure.



F-7




Moms Online, Inc.

(A Development Stage Company)

Financial Statements

December 31, 2013 and 2012


Table of Contents


 

 

Page No.

 

 

 

Report of Independent Registered Public Accounting Firm

 

F-9

 

 

 

Balance Sheet

 

F-10

 

 

 

Statement of Operations

 

F-11

 

 

 

Statement of Shareholders' Equity (Deficit)

 

F-12

 

 

 

Statement of Cash Flows

 

F-13

 

 

 

Notes to the Financial Statements

 

F-14




F-8




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors

Moms Online, Inc.

(A Development Stage Company)

Reno, Nevada


We have audited the accompanying balance sheets of Moms Online, Inc. (a development stage company) as of December 31, 2013 and 2012 and the related statements of operations, shareholders’ equity, and cash flows for each of the years then ended and for the period from October 1, 2010 (date of inception). 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 in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and 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 provide a reasonable basis for our opinion.


In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Moms Online, Inc. as of December 31, 2013 and 2012 and the results of its operations and its cash flows for each of the years then ended and for the period from October 1, 2010 (date of inception), in conformity with accounting principles generally accepted in the United States of America.


The accompanying financial statements have been prepared assuming that Moms Online, Inc. will continue as a going concern. As discussed in Note 2 to the financial statements, Moms Online, Inc. has suffered losses from operations and has no cash, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters also are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.


MaloneBailey, LLP

www.malonebailey.com

Houston, Texas


May 5, 2014




F-9




MOMS ONLINE, INC.

(A Development Stage Company)

BALANCE SHEETS


 

 

December 31,

 

December 31,

 

 

2013

 

2012

 

 

 

 

 

ASSETS

 

 

 

 

Moms Corner website

$

17,831

$

17,831

Total Assets

$

17,831

$

17,831

LIABILITIES AND STOCKHOLDER'S EQUITY

 

 

 

 

Current liabilities

 

 

 

 

Stock Compensation payable

$

-

$

30,793

Due to parent

 

-

 

32,887

Due to related parties

 

-

 

38,760

Total current Liabilities

 

-

 

102,440

Stockholders’ Equity (Deficit)

 

 

 

 

Common Stock ($.001 par value) 75,000,000 shares authorized, 4,265,995 and 4,265,995 issued and outstanding

 

4,266

 

-

Additional paid-In capital

 

223,758

 

-

Retained deficit

 

(210,193)

 

(84,609)

Total Stockholder's Equity (Deficit)

$

17,831

$

 (84,609)

Total Liabilities and stockholder's Equity (Deficit)

$

17,831

$

17,831


The accompanying notes are an integral part of these Financial Statements.



F-10




MOMS ONLINE, INC.

(A Development Stage Company)

STATEMENTS OF OPERATIONS


 

 

 

 

 

 

From inception of

 

 

 

 

 

 

development stage

 

 

 

 

 

 

on October 1,

 

 

Year Ended December 31,

 

Year Ended December 31,

 

2010 to December

 

 

2013

 

2012

 

31, 2013

General and Administrative

$

125,584

$

76,886

$

210,193

 

 

 

 

 

 

 

Net Loss

$

(125,584)

$

(76,886)

$

(210,193)

 

 

 

 

 

 

 

Basic and Diluted Income (loss) per share

$

(0.03)

$

-

 

 

 

 

 

 

 

 

 

Weighted average number of shares Outstanding

 

4,265,995

 

-

 

 


The accompanying notes are an integral part of these Financial Statements.



F-11




MOMS ONLINE, INC.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS


 

 

 

 

 

 

From

 

 

 

 

 

 

inception of

 

 

 

 

 

 

development

 

 

 

 

 

 

stage on

 

 

 

 

 

 

October 1,

 

 

Year Ended

 

Year Ended

 

2010 to

 

 

December 31,

 

December 31,

 

December 31,

 

 

2013

 

2012

 

2013

Statement of Cash Flows

 

 

 

 

 

 

Cash Flows from Operating Activities

 

 

 

 

 

 

Net Loss

$

(125,584)

$

(76,886)

$

(210,193)

Adjustments to reconcile Net Loss to net cash provided by operations

 

 

 

 

 

 

Changes in assets and Liabilities:

 

 

 

 

 

 

(Decrease) increase Stock compensation payable

 

72,244

 

22,575

 

98,741

(Decrease) increase in Due to related parties

 

29,658

 

31,158

 

64,617

(Decrease) increase in Due to parent company

 

23,682

 

23,153

 

46,835

Net cash provided by (used in) operating activities

 

-

 

-

 

-

Net increase in cash and cash equivalents

 

-

 

-

 

-

Cash and cash equivalents, beginning of period

 

-

 

-

 

-

Cash and cash equivalents, end of period

$

-

$

-

$

-

 

 

 

 

 

 

 

Non-cash transactions

 

 

 

 

 

 

Stock issued for website capitalized costs

$

-

$

17,831

$

17,831


The accompanying notes are an integral part of these Financial Statements.



F-12




MOMS ONLINE, INC.

(A Development Stage Company)

STATEMENT OF STOCKHOLDERS'EQUITY (DEFICIT)

Years ended December 31, 2013 and 2012 and the

Period from October 1, 2010 (Inception) through December 31, 2013


 

 

Common stock

 

Additional Paid in

 

Retained Earnings

 

Total Stockholders'

 

 

Shares

 

Amount

 

Capital

 

(Deficit)

 

Equity

Net loss from operations for the year ended December 31,2011

 

-

$

-

$

-

$

(7,723)

$

(7,723)

 

 

 

 

 

 

 

 

 

 

 

Balances, December 31, 2011

 

-

 

-

 

-

 

(7,723)

 

(7,723)

Net loss from operations for the year ended December 31,2012

 

-

 

-

 

-

 

(76,886)

 

(76,886)

Balances, December 31, 2012

 

-

 

-

 

-

 

(84,609)

 

(84,609)

Stock issued to founders and parent Company

 

3,820,000

 

3,820

 

(3,820)

 

-

 

-

Stock issued for stock compensation payable

 

199,375

 

199

 

102,838

 

-

 

103,037

Stock issued to related parties for conversion of payables

 

246,620

 

247

 

124,740

 

-

 

124,987

Net loss from operations for the year ended December 31,2013

 

-

 

-

 

-

 

(125,584)

 

(125,584)

Balances, December 31, 2012

 

4,265,995

$

4,266

$

223,758

$

(210,193)

$

17,831


The accompanying notes are an integral part of these Financial Statements.



F-13




MOMS ONLINE, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS


NOTE 1: THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


The Company


The Registrant consists of MOMS ONLINE, INC. (“MOI,” the “Company”), which was incorporated in Nevada on October 1, 2010. Ice Lounge Media, Inc., (“ILMI,” its parent company) assembled the development and management teams, engaged professional service providers, and provided project management for several projects, including the main asset of MOI, the “Mom’s Corner Project” (“MCP”). On December 28, 2013 ILMI spun off the assets, liabilities and operating history of MCP to the Company, a related party. These financial statements represent the financial position, results of operations, and cash flows of MOM’S ONLINE, INC. from inception (October 1, 2010, including the period in which the activity was an internal project of ILMI) to the reporting date of December 31, 2013. The Company has been in the Development Stage since inception.


Use of Management's Estimates


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


Revenue Recognition


The Company plans to recognize revenue from Internet sales as cash is received. Internet memberships are amortized over the membership period, as received and advertising revenues are amortized over the advertising period, as received.


Website development


The Company developed the Mom’s Corner website. The company released its Beta version on October 1, 2011 and released its live version on February 1, 2012. Certain costs incurred in development during 2011 and 2012 were capitalized. Because the original development agreement contemplated the spin-off of the website to MOI by Ice Lounge and payment for all of Ice Lounge’s development costs in only shares of MOI, the recorded value of all website development costs and operating expenses since inception has been recorded at the fair value of the shares paid for those services and expenses.


Impairment of Long-Lived Assets


The Company reviews the carrying value of its long-lived assets annually or whenever events or changes in circumstances indicate that the historical-cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the asset by comparing the undiscounted future net cash flows expected to result from the asset to its carrying value. If the carrying value exceeds the undiscounted future net cash flows of the asset, an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived asset. Fair value is estimated based upon either discounted cash flow analysis or estimated salvage value. There have been no impairment charges to date.


Stock-Based Compensation


The Company accounts for the issuance of stock, stock options, stock warrants and other share based payment arrangements in accordance with the provisions of ASC 718-10. We measure compensation costs related to our share-based payment transactions at fair value on the grant date and recognize those costs in the financial statements over the vesting period during which the employee provides service in exchange for the grant.



F-14




MOMS ONLINE, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS


NOTE 1: THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)


Earnings (Loss) Per Share


The Company computes earnings or loss per share in accordance with ASC 260-10. Basic earnings per share excludes the dilutive effects of options, warrants and convertible securities and is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding. Diluted earnings per share reflects the potential dilution that could occur if securities or other agreements to issue common stock were exercised or converted into common stock. Diluted earnings per share is computed based upon the weighted average number of common shares and dilutive common equivalent shares outstanding.


Income Taxes


Deferred income taxes are provided using the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Because all expenses since inception have been paid for with development stage stock, there are no net operating losses to date available to offset future income.


NOTE 2: GOING CONCERN


As shown in the accompanying financial statements, we have incurred net losses of $210,193 since inception and have no cash on hand. These conditions raise substantial doubt as to our ability to continue as a going concern. In response to these conditions, we may raise additional capital through the sale of equity securities, through an offering of debt securities or through borrowings from financial institutions or individuals. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.


NOTE 3: RELATED PARTY TRANSACTIONS AND RELATIONSHIPS:


All directors are related parties. ILMI has funded 100% of the development of the Mom’s Corner website. ILMI spun off the MC Project to MOI (the “Company”). All amounts due to related parties were converted to stock in 2013 by prior agreement. The stock fair value was determined to be $0.5168 per share, based on the fair values of the website and the anticipated public filing.


NOTE 4: SUBSEQUENT EVENTS


During 2014, $22,909 was borrowed from a related party, due on demand with no interest.



F-15



Dates Referenced Herein

This ‘10-12G’ Filing    Date    Other Filings
12/31/14None on these Dates
Filed on:9/25/14
9/22/14
9/15/14
8/1/14
6/30/14
5/5/14
12/31/13
12/28/13
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3 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 1/23/15  SEC                               UPLOAD10/12/17    1:36K  Blockhold Capital Corp.
11/25/14  SEC                               UPLOAD10/12/17    1:138K Blockhold Capital Corp.
10/22/14  SEC                               UPLOAD10/12/17    1:177K Blockhold Capital Corp.
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Filing Submission 0001078782-14-001739   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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