Form 10-Q Mass Hysteria Entertainment Company, Inc.

10-Q - Quarterly report [Sections 13 or 15(d)]

Published: 2012-10-22 17:04:58
Submitted: 2012-10-22
Period Ending In: 2012-08-31
f10q0812_masshysteria.htm QUARTERLY REPORT


f10q0812_masshysteria.htm



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

FORM 10-Q

 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended
August 31, 2012


 
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from _________________ to _________________
 
Commission File No.:
000-53739
 
MASS HYSTERIA ENTERTAINMENT COMPANY, INC.
(Exact name of registrant as specified in its charter)

Nevada
 
20-3107499
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
8899 Beverly Blvd, Suite 710
Los Angeles, CA 90048
(Address of principal executive offices)
 
Issuer’s telephone number:
(310) 285-7800
(Former name, former address and former fiscal year, if changed since last report)
 
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes
x
No
o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes
x
No
o

Indicate by check mark whether the registrant is a large accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer
o
 
Accelerated filer
o
Non-accelerated filer
o
(Do not check if a smaller reporting company)
Smaller reporting company
x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
o
No
x
 
As of October 22, 2012, 524,316,722shares of our common stock were outstanding.

 
 

 


MASS HYSTERIA ENTERTAINMENT COMPANY, INC.
FORM 10-Q
August 31, 2012

TABLE OF CONTENTS
 
Page
 
PART I-- FINANCIAL INFORMATION
 
 
 
 
 
 
Item 1.
Financial Statements
F-1
 
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
1
 
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
4
 
Item 4
Control and Procedures
4
 
 
 
 
 
PART II-- OTHER INFORMATION
 
 
 
 
 
 
Item 1
Legal Proceedings
 
 
Item 1A
Risk Factors
6
 
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
6
 
Item 3.
Defaults Upon Senior Securities
6
 
Item 4.
Mine Safety Disclosures
6
 
Item 5.
Other Information
6
 
Item 6.
Exhibits
7
 
 
 
 
 
SIGNATURES
8
 

 
 

 

ITEM 1 –FINANCIAL INFORMATION

MASS HYSTERIA ENTERTAINMENT COMPANY, INC.
(A Development-Stage Company)
BALANCE SHEETS
As of August 31, 2012 and November 30, 2011
(Unaudited)
 
 
 
August 31,
 
 
November 30,
 
 
 
2012
 
 
2011
 
Assets
 
 
 
 
 
 
Current Assets
 
 
 
 
 
 
Cash
 
$
14,280
 
 
$
3,851
 
Accounts receivable, net of allowances for doubtful accounts
of $31,616 and $25,000, respectively
 
 
-
 
 
 
-
 
Other assets
 
 
5,855
 
 
 
5,855
 
Total current assets
 
 
20,135
 
 
 
9,706
 
Intangible assets, net
 
 
           737
 
 
 
1,392
 
Film costs
 
 
95,250
 
 
 
95,250
 
Total Assets
 
$
116,122
 
 
$
106,348
 
 
 
 
 
 
 
 
 
 
Liabilities and Stockholders’ Deficit
 
 
 
 
 
 
 
 
Current Liabilities
 
 
 
 
 
 
 
 
Accounts payable
 
$
82,981
 
 
$
70,170
 
Accrued liabilities (Note 4)
 
 
308,105
 
 
 
246,538
 
Accrued payroll
 
 
279,596
 
 
 
172,181
 
Short-term debt (Note 5)
 
 
240,000
 
 
 
70,000
 
Short-term convertible debt, net of discount of $48,390 and $41,486,
respectively (Note 5)
 
 
34,110
 
 
 
78,014
 
Derivative liability (Note 5)
 
 
70,705
 
 
 
116,635
 
Total current liabilities
 
 
 1,015,497
 
 
 
753,538
 
Convertible long-term debt, net of discount of $46,700 and $61,711,
respectively (Note 5)
 
 
606,361
 
 
 
    591,350
 
Stand ready obligation
 
 
250,000
 
 
 
50,000
 
Total Liabilities
 
 
1,871,858
 
 
 
1,394,888
 
 
 
 
 
 
 
 
 
 
Stockholders’ Deficit
Series A Preferred stock, $0.00001 and $ 0.001 par value, respectively
10,000,000 shares authorized; 10,000 issued and outstanding
 
 
-
 
 
 
10
 
Common stock, $0.00001 and $ 0.001 par value, respectively,
2,000,000,000 and 300,000,000 shares authorized, respectively;
474,731,356 and 108,431,950 shares issued and outstanding as of
August 31, 2012 and November 30, 2011, respectively.
 
 
4,747
 
 
 
108,431
 
Additional paid-in capital
 
 
6,344,141
 
 
 
5,702,411
 
Deficit accumulated during the development stage
 
 
(8,104,624
)
 
 
(7,099,392
)
Total Stockholders’ Deficit
 
 
(1,755,736
)
 
 
(1,288,540
)
 
 
 
 
 
 
 
 
 
Total Liabilities and Stockholders’ Deficit
 
$
116,122
 
 
$
106,348
 
 
See notes to financial statements

 
F-1

 
 
MASS HYSTERIA ENTERTAINMENT COMPANY, INC.
(A Development-Stage Company)
STATEMENTS OF OPERATIONS
Three and Nine Months Ended August 31, 2012 and 2011,
and for the period from Inception to August  31, 2012
(Unaudited)
 
 
 
Three Months Ended
August 31,
 
 
Nine Months Ended
August 31,
 
 
For the
Period from
August 5, 2009 (Inception) to
August 31,
 
 
 
2012
 
 
2011
 
 
2012
 
 
2011
 
 
2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
$
-
 
 
$
-
 
 
$
-
 
 
$
47,500
 
 
$
72,500
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
General and administrative
 
 
245,271
 
 
 
248,219
 
 
 
745,549
 
 
 
730,796
 
 
 
3,167,138
 
Selling expense
 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
30,573
 
Total operating expenses
 
 
245,271
 
 
 
248,219
 
 
 
745,549
 
 
 
730,796
 
 
 
3,197,711
 
Operating loss
 
 
(245,271
)
 
 
(248,219
)
 
 
(745,549
)
 
 
(683,296
)
 
 
(3,125,211
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other income (expense):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other income
 
 
-
 
 
 
-
 
 
 
65,006
 
 
 
-
 
 
 
65,006
 
Interest income
 
 
-
 
 
 
92
 
 
 
-
 
 
 
184
 
 
 
426
 
Interest expense
 
 
(46,722
)
 
 
(48,462
)
 
 
(139,162
)
 
 
(90,928
)
 
 
(317,507
)
Excess of fair value of derivative
 
 
(77,095
)
 
 
(10,656
)
 
 
(213,250
)
 
 
(20,540
)
 
 
(240,341
)
Gain on fair value of derivative liability
 
 
93,389
 
 
 
29,436
 
 
 
227,723
 
 
 
26,668
 
 
 
269,881
 
Loss on guarantee
 
 
(200,000
)
 
 
-
 
 
 
(200,000
)
 
 
-
 
 
 
(200,000
)
Total other income (expense)
 
 
(230,428
)
 
 
(29,590
)
 
 
(259,683
)
 
 
(84,616
)
 
 
(422,535
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net loss
 
$
(475,699
)
 
$
(277,809
)
 
$
(1,005,232
)
 
$
(767,912
)
 
$
(3,547,746
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic and diluted weighted average shares
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Outstanding
 
 
354,251,946
 
 
 
82,832,739
 
 
 
243,765,406
 
 
 
81,230,500
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic and diluted net loss from continuing
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operations per share
 
 
-
*
 
 
-
*
 
 
-
*
 
 
(0.01
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
*Amount was less than $0.01 per share
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
See notes to financial statements

 
F-2

 
 
MASS HYSTERIA ENTERTAINMENT COMPANY, INC.
(A Development-Stage Company)
STATEMENTS OF CASH FLOWS
Nine Months Ended August 31, 2012 and 2011,
and for the period from Inception to August 31, 2012
(Unaudited)
 
 
 
August 31,
2012
 
 
August 31,
2011
 
 
For the Period from
August 5, 2009
(Inception) to
August 31,
2012
 
Cash Flows from Operating Activities:
 
 
 
 
 
 
 
 
 
Net loss
 
$
(1,005,232
)
 
$
(767,912
)
 
$
(3,547,746
)
Adjustments to reconcile net loss to cash used in operating activities:
 
 
 
 
 
 
 
 
 
 
 
 
Depreciation
 
 
655
 
 
 
783
 
 
 
2,403
 
Bad debt expense
 
 
-
 
 
 
-
 
 
 
25,000
 
Share-based compensation
 
 
268,668
 
 
 
202,250
 
 
 
1,120,235
 
Loss on settlement of convertible notes
 
 
-
 
 
 
-
 
 
 
(14,000
)
Contributed services
 
 
-
 
 
 
-
 
 
 
89,500
 
Change in fair market value of derivative liability
 
 
(227,723
)
 
 
(26,668
)
 
 
(269,881
)
Loss on excess fair value of derivative liability
 
 
213,250
 
 
 
20,540
 
 
 
240,341
 
Amortization of discount on convertible debt
 
 
103,106
 
 
 
60,041
 
 
 
206,517
 
Loss on increase in stand ready obligation
 
 
200,000
 
 
 
-
 
 
 
200,000
 
Changes in operating assets and liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
Accounts receivable
 
 
-
 
 
 
(28,818
)
 
 
(2,797
)
Prepaid expenses
 
 
-
 
 
 
1,213
 
 
 
(295
)
Accounts payable
 
 
12,811
 
 
 
56,818
 
 
 
96,346
 
Accrued liabilities
 
 
67,479
 
 
 
165,443
 
 
 
252,515
 
Accrued payroll
 
 
107,415
 
 
 
-
 
 
 
282,523
 
Bank credit line
 
 
-
 
 
 
-
 
 
 
(1,156
)
Net cash used in operating activities
 
 
(259,571
)
 
 
(316,310
)
 
 
(1,320,495
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash Flows from Investing Activities:
 
 
 
 
 
 
 
 
 
 
 
 
Film costs
 
 
-
 
 
 
-
 
 
 
(32,000
)
Other assets
 
 
-
 
 
 
-
 
 
 
1,214
 
Net cash used in investing activities
 
 
-
 
 
 
-
 
 
 
(30,786
)
Cash Flows from Financing Activities:
 
 
 
 
 
 
 
 
 
 
 
 
Stand-ready obligation
 
 
-
 
 
 
50,000
 
 
 
25,000
 
Proceeds from issuance of convertible debt
 
 
95,000
 
 
 
-
 
 
 
432,500
 
Proceeds from issuance of convertible debt to related p
arties
 
 
-
 
 
 
327,500
 
 
 
453,061
 
Proceeds from issuance of short-term debt
 
 
180,000
 
 
 
-
 
 
 
250,000
 
Payments on short-term debt
 
 
(10,000
)
 
 
-
 
 
 
(10,000
)
Proceeds from sale of common stock
 
 
5,000
 
 
 
-
 
 
 
215,000
 
Net cash provided by financing activities
 
 
270,000
 
 
 
377,500
 
 
 
1,365,561
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net increase in cash and cash equivalents
 
 
10,429
 
 
 
61,190
 
 
 
14,280
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents, beginning balance
 
 
3,851
 
 
 
780
 
 
 
-
 
Cash and cash equivalents, ending balance
 
$
14,280
 
 
$
61,970
 
 
$
14,280
 
 
See notes to financial statements
 
 
F-3

 
 
 
 
August 31,
2012
 
 
August 31,
2011
 
 
For the Period from
August 5, 2009
(Inception) to
August 31,
2012
 
 
 
 
 
 
 
 
 
 
 
Supplemental disclosures of cash flow information:
 
 
 
 
 
 
 
 
 
Cash paid during the period for:
 
 
 
 
 
 
 
 
 
Interest
 
$
-
 
 
$
-
 
 
$
-
 
Income taxes
 
$
-
 
 
$
-
 
 
$
800
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Supplemental schedule of non-cash investing and financing activities:
 
 
 
 
 
 
 
 
 
 
 
 
Conversion of convertible debt and accrued interest
 
$
   137,912
 
 
$
   10,000
 
 
$
    229,180
 
Cash received under subscription agreement
 
$
-
 
 
$
-
 
 
$
200,000
 
Stock-based compensation to be issued, included in accrued
liabilities, for script development
 
$
-
 
 
$
-
 
 
$
40,000
 
Common stock issued in lieu of cash payment for script costs
 
$
-
 
 
$
-
 
 
$
23,250
 
Fair value of beneficial conversion feature received
on convertible note payable
 
$
-
 
 
$
75,000
 
 
$
75,000
 
Derivative liability relieved by conversion
 
$
126,457
 
 
$
-
 
 
$
126,457
 
 
See notes to financial statements

 
F-4

 

MASS HYSTERIA ENTERTAINMENT COMPANY, INC.
(A Development-Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
 
NOTE 1 – ORGANIZATION AND BUSINESS

Mass Hysteria Entertainment Company, Inc. ("MHe", “Mass Hysteria” or the “Company”) is an innovative development-stage entertainment company working on creating real time interactive capacity through Smart Phones and Tablets for Movies. Additionally, Mass Hysteria produces movies for theatrical, DVD, Cable and television distribution. These traditional revenue streams are pursued concurrently as we identify revenue streams that will define new media's involvement in the entertainment business such as downloading applications to smart phones that will allow theater-goers to "participate" with the experience. We will outsource development of our own mobile applications to exploit these new revenue streams; however, our success will depend on our ability to raise capital, as well as generate revenues from our current operations (see Note 3). There are technology and competitive risks associated with interactive mobile devices and related entertainment events.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited interim financial statements of Mass Hysteria have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Form 10-K filed with the SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to our financial statements which substantially duplicate the disclosures contained in our Annual Report on Form 10-K for the year ended November 30, 2011 have been omitted.
 
Development-Stage Company

On August 5, 2009, the Company entered into the development stage with its intended new business, which currently has minimal revenues. Management expects to sustain losses from operations until such time it can generate revenues sufficient to meet its anticipated cost structure. The Company is considered a development-stage company in accordance with Accounting Standards Codification (“ASC”) 915 “Development-Stage Entities.” Upon distribution of the Company’s products, it will exit the development stage. The nature of our operations is highly speculative, and there is consequently a risk of loss of your investment. The success of our plan of operation will depend to a great extent on the operations, financial condition, and management of the identified business opportunity.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires the Company to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The accounting estimates that require the Company's most significant, difficult and subjective judgments include the valuation and recognition of share-based compensation, evaluation of the Company’s stand-ready obligation and values of derivative instruments. We use the Black-Scholes valuation model for simplicity purposes to value derivative instruments. Various valuation techniques render varying amounts. We consistently use this model and use inputs that are appropriate. As the Company develops its technologies, and capitalization of costs occurs, the carrying value of those long-lived assets will need to be evaluated for impairment.

We base our estimates and judgments on historical experience and on various other factors that are considered reasonable under the circumstances, the results of which form the basis for making judgments that are not readily apparent from other sources.

Actual results could differ materially from these estimates.

 
F-5

 
 
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Fair Value of Financial Instruments

The Company accounts for financial instruments under the guidance of ASC 820-10 – “Fair Value Measurements.” ASC 820 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, ASC 820 establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows:

Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 - Other inputs that are directly or indirectly observable in the marketplace.
Level 3 - Unobservable inputs which are supported by little or no market activity.

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

As of August 31, 2012 and November 30, 2011, the Company’s derivatives which include the embedded conversion feature on the convertible note payable were considered level 2 financial instruments. See Note 5 for valuation technique and assumptions used. The respective carrying value of certain on-balance sheet financial instruments approximated their fair values. These financial instruments include cash, prepaids, accounts payable, accrued liabilities, notes payable and convertible notes payable. Fair values for these items were assumed to approximate carrying values because of their short term nature or they are payable on demand. The Company did not have any level 3 instruments at August 31, 2012 and November 30, 2011.

Accounts Receivable

Accounts receivable are reported net of allowance for expected losses and represents the amount management expects to collect from outstanding balances. Differences between the amount due and the amount management expect to collect, are charged to operations in the year in which those differences are determined, with an offsetting entry to a valuation allowance. As of August 31, 2012 and November 30, 2011, the Company reserved $31,616 and $25,000 respectively against accounts receivable.

Loss per Share

Loss per share is computed on the basis of the weighted average number of common shares outstanding. Diluted loss per share is computed on the basis of the weighted average number of common shares outstanding. At August 31, 2012, the Company’s dilutive securities outstanding consisted of (1) the CEO’s options to purchase shares of common stock (see Note 8), for which the exercise price is above the average closing price of the Company’s common stock and thus excluded under the treasury method; (2) 6,768,454 shares relative to convertible notes to a former related party (post conversion) beginning in February 2015; (3) approximately 194,887,620 shares relative to convertible notes (post conversion) beginning in September 2012 and (4) 206,349 shares related to the warrant issued with the August 9, 2011 $37,500 convertible note. The proceeding common stock equivalents were excluded from the diluted net loss per share as the effects would have been anti-dilutive.

New Accounting Pronouncements

The FASB issues ASUs to amend the authoritative literature in ASC. There have been a number of ASUs to date that amend the original text of ASC. Except for the ASUs listed above, those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to the Company or (iv) are not expected to have a significant impact on the Company.

 
F-6

 
 
NOTE 3 - GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplates continuation of the Company as a going concern. The Company is a development-stage company, has limited available capital, limited revenues from intended operations, and has suffered losses and negative cash flow from operations since Inception. These matters raise substantial doubt about the Company's ability to continue as a going concern. We are seeking debt or equity capital to meet our obligations and business needs. There is no assurance that future capital raising plans will be successful in obtaining sufficient funds to assure the eventual profitability of the Company. The financial statements do not include any adjustments that might result from these uncertainties.

NOTE 4 – ACCRUED LIABILITIES

Accrued liabilities by major classification are as follows:
 
 
 
August 31,
2012
 
 
November 30,
2011
 
 
 
 
 
 
 
 
Accrued interest
 
$
   106,111
 
 
$
75,973
 
Accrued consulting fees
 
 
91,000
 
 
 
91,000
 
Accrued payroll taxes
 
 
     89,994
 
 
 
63,800
 
Other accrued expenses
 
 
21,000
 
 
 
15,765
 
Total accrued liabilities
 
$
308,105
 
 
$
246,538
 

Accrued interest at August 31, 2012 represents interest on convertible long-term debt and convertible and non-convertible short-term debt from multiple external parties. Accrued consulting fees are for script writers and a film consultant.

On December 17, 2009, the Company entered into an employment agreement with our President and Chief Executive Officer (“CEO”) which provides for a base salary of $360,000 per year, payable semi-monthly for a period of five years, expiring December 17, 2014. As of August 31, 2012 and November 30, 2011, accrued and unpaid wages due the CEO of $228,971 and $172,181, respectively, are reflected as accrued payroll on the accompanying balance sheet. The portion of the CEO’s paid compensation is required to be reported on IRS Form W-2; however, only partial reporting has been made by the Company to date.  Payroll taxes are accrued for the CEO’s salary on which reporting is due to properly reflect the amount of the employer’s share of payroll taxes related to his paid compensation, which includes the contemplation of penalties and interest estimated to cumulatively total $89,994 and $63,800 through August 31, 2012 and November 30, 2011, respectively.

The Company entered into an employment agreement as of February 3, 2012 with our Chief Financial Officer (“CFO”) which provides for a base salary of $90,000 per year, payable monthly, on a month-to-month basis. The Company pays these wages only as capital becomes available. No wages have been paid to date. As of August 31, 2012, accrued wages due the CFO were $50,625 and are reflected as accrued payroll on the accompanying balance sheet.

NOTE 5 – BORROWINGS

Short-Term Debt

(A)  
Related Parties

On February 28, 2012, our Chief Financial Officer made a demand interest free advance of $30,000 to the Company to provide working capital, which remains outstanding at August 31, 2012.

 
F-7

 
 
NOTE 5 – BORROWINGS (CONTINUED)

Short-Term Debt (Continued)

On July 13, 2010 and March 22, 2012, the Company borrowed $60,000 and $50,000 respectively from a shareholder
for use as operating capital. Both parties entered into loan agreements which make the Company liable for repayment of the principal with interest at the rate of 15% per annum for the period from inception through maturity dates of January 11, 2013 and March 7, 2013 respectively. During the three and nine months ended August 31, 2012 and 2011, the Company incurred and accrued $4,158 and $11,144; and $2,300 and $6,750 respectively, in interest expense on these loans. As of August 31, 2012 and November 30, 2011, the Company had cumulatively accrued interest of $22,560 and $11,416 respectively.

(B)  
Film Finance Agreement

On May 11, 2012, we entered into an agreement with Coral Ridge Capital Partners, LLC (“CRCP”) under which CRCP agreed to provide up to $300,000 in equity financing towards the production of the motion picture currently entitled “End of the Gun” (the "Picture"). The initial $100,000 under this agreement was paid to us on June 12, 2012.  While it was the Company’s intent to commence filming of the Picture by September 1, 2012, certain delays  have postponed the commencement date to a date yet to be determined. CRCP has agreed to this postponement. In the event that the motion picture is abandoned, we are required to repay CRCP all funds paid to us, plus interest of 12% per annum. Accordingly, we have included the $ 100,000 advance within short-term debt until the status of the Picture has been better determined.

At August 31, 2012, cumulative expenses totaling $12,188 have been paid in connection with the Picture, which
have been recorded as an expense during the three months ended August 31, 2012.

Short-term Convertible Debt with Ratchet Provisions

On January 11, 2012, March 1, 2012, May 9, 2012 and July 9, 2012, the Company borrowed $22,500, $10,000, $32,500, and $30,000 respectively, from external parties for use as operating capital. The parties entered into convertible notes payable agreements which make the Company liable for repayment of the principal and 8% annual interest by the agreements’ expiration dates ranging between October 6, 2012 and April 11, 2013. If a default is called by the lender after failure to repay principal or interest when due, a default interest rate of 22% per annum is triggered and retrospectively applied from the notes’ inception date on the unpaid amount. As of August 31, 2012, none of the holders have held the Company in default for non-payment.

After 180 days, the notes are convertible into common stock at a 41% discount off the average of the lowest three (3) trading prices for the Company’s common stock within the ten (10) days preceding the conversion. These notes contain a “ratchet” provision, which protects the note holders in case the issuer sells stock during the term of the notes for a per-share price which is less than the effective conversion rate. Due to this ratchet provision, these notes are considered to contain a derivative instrument associated with the embedded conversion feature. This liability is recorded on the face of the financial statements as “derivative liability”, and must be revalued each reporting period.

The Company discounts the notes by the fair market value of the derivative liability upon inception of each note. These discounts will be accreted back to the face value of the notes over the note term.

Additionally, a $37,500 convertible note agreement entered into on August 9, 2011 contained an attached warrant to purchase 1 million shares of Company common stock at a fixed price of $0.001 per share. The warrant has a five year life, expiring on August 9, 2016. Using the Black-Scholes pricing model, along with the inputs listed directly below, we calculated the fair market value of this warrant to be $985 and $9,895 at August 31, 2012 and November 30, 2011. Because the warrant reflected a derivative liability, the entire value was recorded as a loss on derivative at the date of grant and the liability is recorded on the face of the financial statements. Additionally, this derivative liability will be revalued each quarterly reporting period.

 
F-8

 
 
NOTE 5 – BORROWINGS (CONTINUED)
 
Short-term Convertible Debt with Ratchet Provisions (Continued)
 
 
August 31,
2012
 
 
November
30, 2011
 
Annual dividend yield
 
 
-
 
 
 
-
 
Expected life (years)
 
 
        3.93
 
 
 
5.0
 
Risk-free interest rate
 
 
         .45
%
 
 
.91
%
Expected volatility
 
 
        245
%
 
 
269
%

The Company calculated the derivative liability using the Black-Scholes pricing model for each note upon inception and recorded the fair market value of the derivative liability as a discount to the note. When a derivative liability associated with a convertible note is in excess of the face value of the convertible note, the excess of fair value of derivative is charged to the statement of operations.

The derivative liabilities associated with these convertible notes were revalued during the quarter when and if principal was converted and as of August 31, 2012 using the Black-Scholes Model with the below range of inputs. Upon conversion of all or a portion of the convertible notes, the derivative liability associated with the principal converted is valued immediately before conversion using the Black-Scholes model. The change in fair value of the derivative liability associated with the principal converted is recorded as a gain/loss on fair value of derivative liability in the accompanying statement of operation, with the remaining value of that portion of the derivative liability written off with a corresponding credit to additional paid-in capital.

As of August 31, 2012 and November 30, 2011, the Company has outstanding principal amounts on convertible debt of $82,500 and $119,500, respectively. At these notes inception, they were fully discounted due to the associated derivative liabilities. Aggregate remaining discounts on convertible notes to be accreted over the life of each respective note on a straight-line method are $48,390 and $41,486 as of August 31, 2012 and November 30, 2011, respectively. During the three and nine months ended August 31, 2012, interest expense from accretion of the discount, including converted notes, was $ 30,693 and $88,095, respectively.

During the nine months ended August 31, 2012, lenders of convertible notes converted $137,912 of principal and interest thereon through the issuance of 289,875,644 shares. The remaining derivative liability written off from converted principal credited to additional paid-in capital was $126,457 for the nine months ended August 31, 2012. As part of these conversions, convertible notes from May 6, 2011, August 2, 2011 and October 18, 2011 were fully satisfied and the note from January 11, 2012 was partially satisfied with a reduction of $12,500 to $10,000.

Aggregate derivative liabilities associated with remaining convertible notes were $70,705 as of August 31, 2012. Based on this revaluation at quarter end and the revaluation of derivative liabilities measured during the period immediately before extinguishment of associated convertible notes, the Company recognized a gain in fair value of derivative liability of $227,723 during the nine months ended August 31, 2012.

As of August 31, 2012 and November 30, 2011, the range of inputs used to calculate derivative liabilities noted above were as follows:
 
 
 
August 31,
2012
 
 
November 30,
2011
 
Annual dividend yield
 
 
-
 
 
 
-
 
Expected life (years)
 
 
  .10 - .62
yrs
 
 
.01 - .63
yrs
Risk-free interest rate
 
 
.09% - .14
 
 
.01% - .09
%
Expected volatility
 
 
91%-258
 
 
52%-235
%
 
 
F-9

 
 
NOTE 5 – BORROWINGS (CONTINUED)

Short-term Convertible Debt with Ratchet Provisions (Continued)

The range of inputs used to calculate derivative liabilities on those convertible notes converted during the quarter ended August 31, 2012 were as follows:

Annual dividend yield
 
 
-
 
Expected life (years)
 
 
.001-.13
yrs 
Risk-free interest rate
 
 
0.06% - 0.10
Expected volatility
 
 
71%-93

Convertible Long-term Debt

On March 31, 2011, the Company borrowed $ 200,000 from an external party for use as operating capital. The parties entered into a loan term convertible note agreement which makes the Company liable for repayment of the principal and 2% annual interest by the agreement’s expiration date of December 28, 2014. Beginning September 27, 2011, the note is convertible into shares of our common stock at a fixed conversion price of $0.0016 per share. As a result, the Company will be liable to issue up to 12,500,000 shares of common stock upon conversion. Based on a $0.022 closing price on the day of the note agreement, we recorded a discount of $ 75,000 as a result of the beneficial conversion feature (“BCF”). As such, the Company discounted the note by the value of the BCF upon inception of the note. During the three and nine months ended August 31, 2012, interest expense from accretion of the discount was $5,004 and $15,011, respectively, leaving a remaining discount of $46,700 as of August 31, 2012. During the three and nine months ended August 31, 2011, interest expense from accretion of the discount was $5,004 and $8,286, respectively. The discount is being amortized using the effective interest method over the term of the note, which is effectively straight-lines the amortization since the note is due in a balloon payment at the end of its term.

From July 2009 to November, a former related party and significant stockholder of the Company made advances on behalf of the Company and purchased predecessor convertible debt totaling $305,430, as of November 30, 2009. During the quarter ended May 31, 2010, $55,268 of convertible debt acquired by this former related party, as part of the recapitalization and change in ownership, was converted into 5,900,000 shares of common stock for full satisfaction of the liability. During the quarter ended February 28, 2010, this holder advanced the Company $88,199 in working capital for operations. Cumulative advances as of February 28, 2010 were established in a convertible note totaling $338,362. Such note is convertible into 4,229,512 common shares, based on an $0.08 share price. The convertible note bears interest at 6% per annum, and is due February 28, 2015. During the quarter ended May 31, 2010, this holder advanced the Company an additional $75,383, for which an additional note agreement was effected. Such note is convertible into 1,507,660 common shares based on a fixed conversion price of $0.05, interest at 6% per annum, due May 31, 2015.

During the quarter ended August 31, 2010, the holder advanced the Company an additional $33,511, for which an additional note agreement was effected, which dictates that the note will be convertible into 837,775 common shares based on a fixed conversion price of $0.04, interest at 6% per annum, due August 31, 2015. During the quarter ended November 30, 2010, this holder advanced the Company an additional $5,805, for which an additional note was effected, which indicates that the note will be convertible at a fixed conversion price of $0.03 per share, interest at 6%, per annum, resulting in an aggregate total debt of $ 453,061. The notes are immediately convertible; no beneficial conversion feature was deemed applicable at the date of issuance. As of August 31, 2012 and November 30, 2011, the Company has accrued $75,344 and $54,863 of interest expense related to these notes respectively

 
F-10

 
 
NOTE 6 - COMMITMENTS AND CONTINGENCIES

Office Lease

On April 14, 2011, the Company entered into a lease for office space for one (1) year and currently leases the same space on a month-to-month basis requiring monthly payments of $2,927 in addition to a security deposit of $5,855 (equal to 2 month’s rent in advance).

Consulting Agreement

In August 2009, the Company entered into a one year engagement agreement with successful comedy writer Pat Proft to hire him as the Senior Vice President of Comedy. His role was to create and write our movies. Per the terms of his engagement, Mr. Proft received 200,000 shares of our common stock, and an initial monthly fee of $10,000 for a minimum of one year. During March 2010, a new agreement was negotiated which reflected that Mr. Proft would be paid half of this monthly fee in the form of stock compensation – retroactive from January 2010. As of August 31, 2012 and November 30, 2011, accrued cash and stock compensation totaling $15,000 and $40,000, respectively, was due to Mr. Proft and included in accrued liabilities on the accompanying balance sheet. This agreement terminated in August 2010.


Stand-Ready Obligation

During the production of the film
Carjacked,
the production company Carjacked Entertainment, LLC and Carjacked Investments, LLC (collectively “Carjacked LLC’s”) obtained financing from Wet Rose Productions, LLC (“Wet Rose”) in the amount of $850,000. Grodfilm Corp, owned by the Company's CEO, is the managing member of the LLC's and acts on behalf of 9207-8856 Quebec Inc, a Quebec company and owner of the copyright to the motion picture "Carjacked".

On October 5, 2010, the Company entered into an indirect guarantee of the indebtedness in which the Company guaranteed any shortfalls in repayment of the $850,000 of debt related to the investment provided by Wet Rose up to an amount not to exceed $250,000. The financing from Wet Rose becomes due and payable at a date which is 30 months after first release of the film
Carjacked
. The film was released on November 22, 2011 and accordingly a payable may become due in approximately 21 months on May 22, 2014. As of August 31 2012 and November 30, 2011, management evaluated the guarantee liability under ASC 460-10 – “Guarantees” and ASC 450-20 – “Loss Contingencies” by reviewing the projected ability of the
Carjacked
film to repay the obligation under contract to determine if there is a probable chance of a default, and if so, provides a reasonable estimate for losses. As of August 31, 2012, management believed that past performance and current projections indicate that full repayment to Wet Rose was not probable. According, Management reserved the entire $250,000 as a liability, including the $50,000 “guarantor fee” due the Company upon close of production funding, as a stand-ready obligation liability.
 
Film Costs and Movie Rights Option Contract

On November 1, 2010, the Company entered in to an “option/purchase” agreement with Richard Taylor (the “Writer”) in which the Company would be granted the exclusive right and option (“Option”) to acquire all motion picture, television and allied and ancillary rights to the Writer’s screenplay – “Bad Monday”. The initial term of this option agreement was for one year; however, the Company subsequently obtained an extension through October 31, 2012. As consideration, the Company paid the Writer $2,000 which is included in Film Costs. It is the intention of the Company to produce the motion picture and to either renew the option for an additional six month period through April 30, 2013 for the payment of $3,500 or to exercise the Option., at which point the Writer would be paid a purchase price of between $40,000 and $100,000, depending on the final production budget for the motion picture. Additionally, the Writer would be entitled to 5% of the net proceeds of the picture, and an additional 2.5% of net proceeds if the Writer received shared writing credit on the picture.

The additional amount of $93,250 included in Film Costs relates to payments to Pat Proft, a related party, to deliver a finished script to a comedic motion picture which the Company intends will be the first interactive "second screen" motion picture produced and distributed to help launch the Company's interactive technology.


 
F-11

 
 
NOTE 7 - STOCKHOLDERS’ DEFICIT

Amended and Restated Charter

We filed amended and restated articles of incorporation with the Nevada Secretary of State on each of December 16, 2011 and January 5,2012 respectively (with the January 5, 2012 version superseding the previously filed version), which amended and restated articles (i) increased our authorized common stock to two billion (2,000,000,000) shares; (ii) reduced the par value for its capital stock from $0.001 per share to $0.00001 per share; (iii) granted authority to our board of directors to effectuate a stock split or reverse stock split without stockholder approval; (iv) elected not to be governed by certain provisions pertaining to “resident domestic corporations” under the Nevada Revised Statutes; and (v) elected not to be governed by certain provisions relating to “issuing corporations” under the Nevada Revised Statutes. A copy of the amended and restated articles was filed as an exhibit to our Definitive Information Statement on Form 14C, filed with the Securities and Exchange Commission on January 13, 2012. The amended and restated articles became effective on February 17, 2012, as stated therein.

Stock Incentive Plans

2012 Stock Incentive Plan

On March 13, 2012, our Board of Directors adopted the 2012 Stock Incentive Plan
.
The purpose of our 2012 Stock Incentive Plan is to advance the best interests of the Company by providing those persons who have a substantial responsibility for our management and growth with additional incentive and by increasing their proprietary interest in the success of the Company, thereby encouraging them to maintain their relationships with us. Further, the availability and offering of stock options and common stock under the plan supports and increases our ability to attract and retain individuals of exceptional talent upon whom, in large measure, the sustained progress, growth and profitability which we depend.   The total number of shares available for the grant of either common stock or stock options under the plan is 56,000,000 shares, subject to adjustment.  As of August 31, 2012, 45,867,206 shares have been granted under the plan.

Our Board of Directors administers our plan and has full power to grant stock options and common stock, construe and interpret the plan, establish rules and regulations and perform all other acts, including the delegation of administrative responsibilities, it believes reasonable and proper. Any decision made, or action taken, by our board of directors arising out of or in connection with the interpretation and administration of the plan is final and conclusive.

The Board of Directors, in its absolute discretion, may award common stock to employees of, consultants to, and directors of the Company, and such other persons as the board of directors or compensation committee may select, and permit holders of common stock options to exercise such options and hold the common stock issued. Stock options may also be granted by our board of directors or compensation committee to non-employee directors of the Company or other persons who are performing or who have been engaged to perform services of special importance to the management, operation or development of the Company.

In the event that our outstanding common stock is changed into or exchanged for a different number or kind of shares or other securities of the  Company by reason of merger, consolidation, other reorganization, recapitalization, combination of shares, stock split-up or stock dividend, prompt, proportionate, equitable, lawful and adequate adjustment shall be made of the aggregate number and kind of shares subject to stock options which may be granted under the plan.

Our Board of Directors may at any time, and from time to time, suspend or terminate the plan in whole or in part or amend it from time to time in such respects as our Board of Directors may deem appropriate and in our best interest.

 
F-12

 
 
NOTE 7 - STOCKHOLDERS’ DEFICIT (CONTINUED)

Stock Incentive Plans (Continued)

2012 Stock Incentive Plan #2

On August 21, 2012, our Board of Directors adopted the 2012 Stock Incentive Plan #2. The purpose of our 2012 Stock Incentive Plan #2 is to advance the best interests of the Company by providing those persons who have a substantial responsibility for our management and growth with additional incentive and by increasing their proprietary interest in the success of the Company, thereby encouraging them to maintain their relationships with us. Further, the availability and offering of stock options and common stock under the plan supports and increases our ability to attract and retain individuals of exceptional talent upon whom, in large measure, the sustained progress, growth and profitability which we depend.  The total number of shares available for the grant of either common stock or stock options under the plan is 132,800,000 shares, subject to adjustment.  As of August 31, 2012, no shares have been granted under the plan.

Our Board of Directors administers our plan and has full power to grant stock options and common stock, construe and interpret the plan, establish rules and regulations and perform all other acts, including the delegation of administrative responsibilities, it believes reasonable and proper. Any decision made, or action taken, by our board of directors arising out of or in connection with the interpretation and administration of the plan is final and conclusive.

The Board of Directors, in its absolute discretion, may award common stock to employees of, consultants to, and directors of the Company, and such other persons as the board of directors or compensation committee may select, and permit holders of common stock options to exercise such options and hold the common stock issued. Stock options may also be granted by our board of directors or compensation committee to non-employee directors of the Company or other persons who are performing or who have been engaged to perform services of special importance to the management, operation or development of the Company.

In the event that our outstanding common stock is changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of merger, consolidation, other reorganization, recapitalization, combination of shares, stock split-up or stock dividend, prompt, proportionate, equitable, lawful and adequate adjustment shall be made of the aggregate number and kind of shares subject to stock options which may be granted under the plan.

Our Board of Directors may at any time, and from time to time, suspend or terminate the plan in whole or in part or amend it from time to time in such respects as our Board of Directors may deem appropriate and in our best interest.

Common Stock

Following is the activity for our shares of common stock during the nine months ended August 31, 2012:
 
Shares
 
 
 
Shares outstanding as of November 30, 2011
 
 
108,431,950
 
Issuance for conversion of convertible notes and accrued interest thereon
 
289,875,644
 See Note 5 
Issuance for services and operating expenses:
 
 
 
 
Legal
 
 
61,440,647
 
Investor relations
 
 
6,000,000
 
Issuance in connection with technology transfer and license
 
 
3,983,115
 
Stock purchase
 
 
5,000,000
 
Shares outstanding as of August 31, 2012
 
 
474,731,356
 

 
F-13

 
 
NOTE 7 - STOCKHOLDERS’ DEFICIT (CONTINUED)

Common Stock (Continued)

On February 8, 2011, the Company entered into a Fee Agreement pursuant to which the Company agreed to issue common stock to Indeglia& Carney, P.C. (“I&C”) for legal services rendered to the Company. During the nine months ended August 31, 2012, our Board of Directors approved the issuance of a total of 58,940,647 shares of common stock to I&C in consideration of legal services rendered and recorded a reduction of accrued legal fees of $70,127. For the nine months ended August 31, 2011, the Board of Directors approved the issuance of a total of 1,935,000 shares of common stock to I&C in consideration of legal services rendered and recorded a reduction of accrued legal fees of $39,120 during the period.

In addition, our Board of Directors approved (a) the issuance of a total of 2,500,000 shares of common stock to a third party attorney in consideration of legal services rendered and an expense of $11,750 based on the stock’s closing market price of $0.0047 on the date of the grant; and (b) the issuance of a total of 6,000,000 shares of common stock to a third party marketing consultant in consideration of services rendered and an expense of $ 4,800 based on the stock’s closing market price of $0.0008 on the date of the grant.

On February 14, 2012 our Board of Directors approved the issuance of 5,000,000 shares to a relative of our CEO for $5,000 received on January 3,2012 based on the stock’s closing market price on the date of the grant. The stock issuance was exempt under Section 4(2) of the Securities Act of 1933, as amended.

Technology Transfer and License.

On February 6, 2012, we entered into two related agreements with Three Point Capital (“3PC”). In exchange for $65,000 in cash and five Class B Units in 3PC’s subsidiary FanCloud, LLC (representing a 5% interest), we transferred certain of our intellectual property related to our mobile application. Concurrently with this transfer, 3PC granted us an exclusive, irrevocable, worldwide license to such transferred technology within the field of cinema.
The $65,000 receipt was recorded as “other income” in the three months ended February 29, 2012.

On February 6, 2012, in connection with a Technology and Transfer License (above) with Three Point Capital (“3PC”) our Board of Directors approved the issuance of (i) 1,991,559 shares to three individuals for services, including the development of a long-term business plan and (ii) 1,991,559 shares to 3PC for services rendered, based on the combined fair market value totaling $1,991 of the Company’s common stock at that time.

NOTE 8 – EMPLOYEE STOCK OPTIONS

In addition to his annual salary, the President and CEO’s Employment Agreement dated December 17, 2009, grants employee stock options to purchase common stock in an amount equal to 20,000,000 shares at an exercise price of $0.07 per share. The options vest equally over a five-year period (4,000,000 shares per year), which commenced on January 1, 2010. Each series of options shall survive for 24 months following vesting, and may be exercised all or in part, and each series of options shall include a “cashless feature.”

Under ASC 718, stock compensation expense of $1,200,000 will be recognized and expensed quarterly, beginning with the first quarter of the Company's 2010 fiscal year and equally over the five-year vesting period until the options are vested in their entirety in December 2014. For the three and nine months ended August 31, 2012 and 2011 and the period from Inception to August 31, 2012, stock compensation related to this grant was $60,000, $180,000, $60,000, $180,000,and $648,667, respectively. Future compensation expense is $240,000 annually through 2014.

 
F-14

 

NOTE 9 - SUBSEQUENT EVENTS

Conversion of short-term convertible debt.

Subsequent to August 31, 2012, the Company issued a total of 32,585,366 shares of common stock to third party holders of short-term convertible debt for the conversion of $12,170 of principal and $1,310 in accrued interest based on a  conversion price of $0.00041.

Convertible Notes

On September 14 and 28, 2012, we borrowed $22,500 and $10,000 from external parties for use as operating capital. The parties entered into convertible note payable agreements which make the Company liable for repayment of the principal and 8% annual interest by the agreements’ expiration dates of June 19, 2013 and June 28, 2013 respectively. Failure to repay principal or interest when due triggers a default interest rate (from notes’ inception date) of 22%, per annum, on the unpaid amount. After 180 days, the notes are convertible into common stock at a 41% discount of the average of the lowest three (3) trading prices for the Company’s common stock within the ten (10) days preceding the conversion. These notes contains a “ratchet” provision, which protects the note holders in case the issuer sells stock during the term of the notes for a per-share price which is less than the effective conversion rate. Due to this ratchet provision, these notes are considered to contain a derivative instrument associated with the embedded conversion feature.This liability will be recorded on the face of the financial statements as “derivative liability”, and must be revalued each reporting period.The Company will discount the notes by the fair market value of the derivative liability upon inception of the notes. This discount will be accreted back to the face value of the notes over the note terms using the straight line method.

Issuance of Common Stock Related to Services Rendered

On October 10, 2012 our Board of Directors approved the issuance of 17,000,000 shares of common stock to I&C in consideration of legal services rendered and accordingly recorded a reduction of accrued legal fees.
 
 
F-15

 
 
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

CERTAIN STATEMENTS IN THIS QUARTERLY REPORT ON FORM 10-Q (THIS “FORM 10-Q”), CONSTITUTE “FORWARD LOOKING STATEMENTS” WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1934, AS AMENDED, AND THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 (COLLECTIVELY, THE “REFORM ACT”). CERTAIN, BUT NOT NECESSARILY ALL, OF SUCH FORWARD-LOOKING STATEMENTS CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY SUCH AS “BELIEVES”, “EXPECTS”, “MAY”, “SHOULD”, OR “ANTICIPATES”, OR THE NEGATIVE THEREOF OR OTHER VARIATIONS THEREON OR COMPARABLE TERMINOLOGY, OR BY DISCUSSIONS OF STRATEGY THAT INVOLVE RISKS AND UNCERTAINTIES. SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF MASS HYSTERIA ENTERTAINMENT COMPANY, INC. (“THE COMPANY”, “WE”, “US” OR “OUR”) TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. REFERENCES IN THIS FORM 10-Q, UNLESS ANOTHER DATE IS STATED, ARE TO AUGUST 31, 2012.

We were incorporated in Nevada on November 2, 2005 under the name “Michael Lambert, Inc.”. Up until August 5, 2009, we manufactured handbags. On August 5, 2009 (the “Effective Date”), pursuant to the terms of a Stock Purchase Agreement, Daniel Grodnik and affiliated parties purchased a total of 7,984,548 shares of our issued and outstanding common stock. This constituted a majority control of the Company. In addition to the shares purchased, the Company also issued 42,015,452 shares to Daniel Grodnik and certain affiliated parties in connection with the Change of Control. The total of 50,000,000 shares issued to Daniel Grodnik and the affiliated parties represents 74.6% of the shares of outstanding common stock of the Company at the time of transfer. For financial accounting purposes, this change in control of Mass Hysteria was treated as a recapitalization with the assets contributed and liabilities assumed recorded at their historical basis.

In connection with the change of control transaction referenced above, we changed our name to Mass Hysteria Entertainment Company, Inc. (“we”, “us“, the “Company”, or “Mass Hysteria”) and also changed our business plan. We are now a development stage multi-media entertainment company created to produce feature films for theatrical, DVD, video on demand (VOD) and television distribution with an interactive component.

Plan of Operations for the Next Twelve Months

We are in the development stage and consequently are subject to the risks associated with development stage companies, including the need for additional financing; the uncertainty of our technology and intellectual property resulting in successful commercial products or services as well as the marketing and customer acceptance of such products or services; competition from larger organizations and dependence on key personnel. To achieve successful operations, we will require additional capital to finance the acquisition of film properties and their attendant costs, further development of our interactive technology, marketing and the creation and rendering of second screen content for original and repurposed movies for interactivity. No assurance can be given as to the timing or ultimate success of obtaining future funding.

Over the next twelve months, we intend to develop at least one short-film to be interactive with a custom built application (“App”) and beta test it with a live audience. We intend to outsource the building and testing of the App that will allow audiences to interact, via their handset, between the theatrical movies, other audience members and a cloud server. The nature of the interaction involves social connectivity, conversation between audience members narrative extensions, in-experience gaming and content acquisition. The three core innovations are a mobile app, a mobile website and specially designed cloud architecture -- together these three technologies will create what we believe to be a unique immersive quality that can offer each theatrical audience member a customizable and sharable movie entertainment experience.

We also intend to enter into negotiations with leading entertainment companies with similar objectives and technologies relating to the creation and exhibition of an interactive viewing experience, with the objective of exploring possible joint ventures and mergers to combine synergies and expertise in the interactive area
 
 
1

 
 
COMPARISON OF OPERATING RESULTS

RESULTS OF OPERATION FOR THE THREE MONTHS ENDED AUGUST 31, 2012 COMPARED TO THREE MONTHS ENDED AUGUST 31, 2011

Revenues.
We had no revenues for the three months ended August 31, 2012 and the three months ended August 31, 2011.  We did not have any films in production in the three months ended August 31, 2012 although we are continuing to develop and to secure the casting to five scripts, “End of the Gun”, “Bad Monday”, “The Boiling Point”, “Sleeping Together” and “Fight Town”, which if and when placed into production will generate producer fee revenue for the Company.  We are also in active negotiation with three software programming companies for the development of the “proof of concept” to our mobile interactive cinema technology, which when launched will also produce licensing revenue.

General and Administrative Expenses.
Our general and administrative expenses decreased to $245,271 in the three months ended August 31, 2012 from
$248,219
in the comparable period in 2011.

Interest Expense.
Our interest expense decreased to $46,722 in the three months ended August 31, 2012 from $48,462 in the comparable period in 2011. This decrease is attributable to decreased borrowings subject to interest charges during the period.

Net Loss
. Our net loss increased to
$475,699
for the three months ended August 31, 2012 from
$277,809
for the comparable period in 2011. The increase was primarily attributable to a loss on guarantee of $200,000 due to the corresponding increase in the stand-ready obligation relating to the motion picture “Carjacked” which has not performed according to original expectations.

The lack of significant revenue in both periods is a direct reflection of our development stage of introducing a new focus and business plan. As the new Company meets its business plan goals, we expect to generate more revenue in the future. In the period from August 5, 2009 to August 31, 2012, we have been assembling its new management team, developing its marketing and merchandising strategies and generally starting a new business.

RESULTS OF OPERATION FOR THE NINE MONTHS ENDED AUGUST 31, 2012 COMPARED TO NINE MONTHS ENDED AUGUST 31, 2011

Revenues.
We had no revenues for the nine months ended August 31, 2012 compared with revenues of $47,500 during the nine months ended August 31, 2011. Our revenues in the first nine months of 2011 were primarily related to film production revenues. We did not have any films in production during the first nine months ended August 31, 2012.

General and Administrative Expenses.
Our general and administrative expenses increased to
$745,549
in the nine months ended August 31, 2012 from
$730,796
in the comparable period in 2011. The increase was primarily attributable to higher legal and professional fees in the nine months ended August 31, 2012 as compared to the comparable period in 2011.

Other Income(Expense).
We recorded net other expense of $259,683 for the nine months ended August 31, 2012 compared with a net other expense of $84,616 for the nine months ended August 31, 2011. The increase in net other expense for the nine months ended August 31, 2012 resulted primarily from the loss on guarantee of  $200,000 to our stand-ready obligation on “Carjacked”, less $65,000 received from the sale of certain of our intellectual property related to our mobile application in the initial stages of development, for use other than within the field of cinema. There was no such other income or expense in the comparable period in 2011.

Interest Expense.
Our interest expense increased to $139,162 in the nine months ended August 31, 2012 from
$90,928 in the comparable period in 2011. This increase is attributable to increased borrowings of convertible debt during the period and accretion of discount on short term convertible debt.

Net Loss
. Our net loss increased to $1,005,232 for the nine months ended August 31, 2012 from
$767,912
for the comparable period in 2011. The increase was primarily attributable to the loss on guarantee of $200,000, and to higher interest and general and administrative expense during the nine months ended August 31, 2012 from the comparable period in 2011.
 
 
2

 
 
The lack of significant revenue in both periods is a direct reflection of our development stage of introducing a new focus and business plan. As the new Company meets its business plan goals, we expect to generate more revenue in the future. In the period from August 5, 2009 to August 31, 2012, we have been assembling its new management team, developing its marketing and merchandising strategies and generally starting a new business.

LIQUIDITY AND CAPITAL RESOURCES

We had total assets of $116,122 as of August 31, 2012, consisting of
$14,280
in cash, $737 in net intangible assets,
$5,855
in other assets and $95,250 in capitalized film costs. We had a working capital deficit of $995,362 as of August 31, 2012.

We had total liabilities of
$1,871,858
as of August 31, 2012, consisting of $1,015,497 in current liabilities, which included $82,981 of accounts payable; $308,105 of accrued liabilities; $279,596 of accrued payroll; short term debt of $240,000; short term convertible debt, net of discount, of $34,110 and a derivative liability of $70,705. Our accrued liabilities include accrued payroll taxes of $89,994 in anticipation of any possible assessments related to our payment of certain accrued salaries to our chief executive officer which were not reported on IRS FormW-2. Our convertible long term debt, net of discount, was $606,361, including convertible long term debt of $435,061 as of August 31, 2012 due to a former related party and significant stockholder who provided capital for expenses and purchased predecessor notes. We also have a stand-ready obligation of $250,000.

We had a total stockholders’ deficit of
$1,755,736 as of August 31, 2012, and an accumulated deficit as of August 31, 2012 of $8,104,624.

We used $259,571 in net cash from operating activities for the nine months ended August 31, 2012, which included $1,005,232 in net loss, adjusted by: non-cash items of $655 in depreciation; $268,668 in share-based compensation; $227,723 net gain in change in fair value of derivative liabilities; $213,250 net loss on excess fair value of derivative liability, $103,106 amortization of discount on convertible debt; Increase in our stand-ready obligation of $200,000 and operating account variances of $187,705.

We had no cash provided by investment activities in the nine months ended August 31, 2012.

We had $270,000 of cash provided by financing activities for the nine months ended August 31, 2012, which included net proceeds from the issuance of convertible debt of $95,000;  an increase of $170,000 in other short-term debt (net) and $5,000 from the sale of common stock.
 
Since we have no liquidity and have suffered losses, we depend to a great degree on the ability to attract external financing in order to conduct our business activities and in order that we have sufficient cash on hand to expand our operations. These factors raise substantial doubt about our ability to continue as a going concern. If we are unable to raise additional capital from conventional sources, including increases in related party loans and/or additional sales of additional stock, we may be forced to curtail or cease our operations. Even if we are able to continue our operations, the failure to obtain financing could have a substantial adverse effect on our business and financial results. We have no commitments to provide us with financing in the future, other than described above. Our independent registered public accounting firm included an explanatory paragraph raising substantial doubt about the Company’s ability to continue as a going concern in our prior Form 10-K filed with the Securities and Exchange Commission for the year ended November 31, 2011.In the future, we may be required to seek additional capital by selling debt or equity securities, selling assets, or otherwise be required to bring cash flows in balance when it approaches a condition of cash insufficiency. The sale of additional equity securities, if accomplished, may result in dilution to our shareholders. We cannot assure you, however, that financing will be available in amounts or on terms acceptable to us, or at all.
 
 
3

 
 
Critical Accounting Policies and Estimates

Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

Use of Estimates:

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

Revenue Recognition:

Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is assured.

Stock-Based Compensation:

The Company accounts for its stock-based compensation under the provisions of ASC 718 “Compensation-Stock Compensation.” Under ASC 718, the Company is permitted to record expense for stock options and other employee compensation plans based on their fair value at the date of grant. Any such compensation cost is charged to expense on a straight-line basis over the periods the options vest. If the options had cashless exercise provisions, the Company utilizes variable accounting.

Off-Balance Sheet Arrangements

None.
 
ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this item.

ITEM 4 – CONTROLS AND PROCEDURES

(a)
Evaluation of disclosure controls and procedures. Our Chief Executive Officer and Principal Financial Officer, after evaluating the effectiveness of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report on Form 10-Q (the "Evaluation Date"), have concluded that as of the Evaluation Date, our disclosure controls and procedures were not effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. They were deemed not effective due to adjustment and disclosure omissions identified by our Independent Registered Public Accounting firm. The Company will continue to take steps to identify matters of accounting and disclosure.

(b)
Changes in internal control over financial reporting. There were no changes in our internal control over financial reporting during our most recent fiscal quarter that materially affected, or were reasonably likely to materially affect, our internal control over financial reporting. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
 
4

 
 
INHERENT LIMITATIONS OF INTERNAL CONTROLS
Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the U.S. GAAP. Our internal control over financial reporting includes those policies and procedures that:
 
-
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

-
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with the U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
 
-
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.
 
Management does not expect that our internal controls will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Also, any evaluation of the effectiveness of controls in future periods are subject to the risk that those internal controls may become inadequate because of changes in business conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
 
5

 
 
PART II: OTHER INFORMATION
 
ITEM 1 – LEGAL PROCEEDINGS

None.
 
ITEM 1A – RISK FACTORS

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this item.

ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

1.
 
During the quarter ended August 31, 2012, we issued an aggregate of 198,437,782 shares of common stock upon conversions of various convertible notes. The aggregate principal and interest amount of these notes that were converted was $32,058. The issuances were exempt pursuant to Section 3(a)(9) of the Securities Act of 1933 as well as Section 4(2) of the Securities Act of 1933.

2.
 
On September 14, 2012, we issued an 8% convertible promissory note in the aggregate principal amount of $22,500 to a single accredited investor. The note has a maturity date of June 19, 2013. Beginning March 13, 2013, this note is convertible into shares of our common stock at a conversion price of fifty nine percent (59%) of the average of the three (3) lowest per share market values during the ten (10) trading days immediately preceding a conversion date. The proceeds were used for working capital and general corporate purposes. The issuance was exempt under Section 4(2) and/or Regulation D of the Securities Act of 1933, as amended.

3. On September 28, 2012, we issued an 8% convertible promissory note in the aggregate principal amount of $10,000 to a single accredited investor. The note has a maturity date of June 28, 2013. Beginning March 27, 2013, this note is convertible into shares of our common stock at a conversion price of fifty nine percent (59%) of the average of the three (3) lowest per share market values during the ten (10) trading days immediately preceding a conversion date. The proceeds were used for working capital and general corporate purposes. The issuance was exempt under Section 4(2) and/or Regulation D of the Securities Act of 1933, as amended.

ITEM 3 – DEFAULT UPON SENIOR SECURITIES

None.

ITEM 4 – MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5 – OTHER INFORMATION

None.

 
6

 
 
ITEM 6 – EXHIBITS

Item No.
 
Description
 
Method of Filing
 
 
 
 
 
4.1
 
Form of 8% Convertible Note
 
Filed as an exhibit to our Quarterly Report on Form 10Q for the period ended May 31, 2012 and incorporated by reference herein
 
 
 
 
 
10.1
 
Form of Securities Purchase Agreement
 
Filed as an exhibit to our Quarterly Report on Form 10Q for the period ended May 31, 2012 and incorporated  by reference herein.
 
 
 
 
 
10.2
 
Employment Agreement for Alan Bailey
 
Filed herewith.
 
 
 
 
 
31.1
 
Rule 13a-14(a)/ 15d-14(a) Certification of Chief Executive Officer
 
Filed herewith.
 
 
 
 
 
31.2
 
Rule 13a-14(a)/ 15d-14(a) Certification of Chief Financial Officer
 
Filed herewith.
 
 
 
 
 
32.1
 
Section 1350 Certification of Chief Executive Officer
 
Filed herewith.
 
 
 
 
 
32.2
 
Section 1350 Certification of Chief Financial Officer
 
Filed herewith.
 
 
 
 
 
101.INS
 
XBRL Instance Document
 
Filed herewith.
 
 
 
 
 
101.SCH
 
XBRL Taxonomy Extension Schema Document
 
Filed herewith.
 
 
 
 
 
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document
 
Filed herewith.
 
 
 
 
 
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document
 
Filed herewith.
 
 
 
 
 
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document
 
Filed herewith.
 
 
 
 
 
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document
 
Filed herewith.
 
 
 
7

 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
MASS HYSTERIA ENTERTAINMENT COMPANY, INC.
 
 
October 22, 2012
/s/ Daniel Grodnik
 
Daniel Grodnik
 
President
 
(Principal Executive Officer)
 
October 22, 2012
/s/ Alan Bailey
 
Alan Bailey
 
Chief Financial Officer
 
(Principal Financial and Accounting Officer)
 
 

f10q0812ex10ii_masshysteria.htm EMPLOYMENT AGREEMENT FOR ALAN BAILEY


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f10q0812ex10ii_masshysteria.htm

Exhibit 10.2
 
EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of  February 8,2012, between Mass Hysteria Entertainment Company, Inc., a Nevada corporation (the “Corporation”), and Alan J. Bailey (the “Employee”).

The Corporation wishes to retain the services of the Employee and the Employee wishes to be employed by the Corporation, on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

 
1.
Employment. The Employee and the Corporation hereby agree upon the terms and conditions of employment hereinafter set forth.

 
2.
Term. The term of this Agreement shall commence on the date hereof and continue on a month-to-month basis (the “Term”), unless sooner terminated as herein provided including termination under any of the subsections described in paragraph 9 or 10.

3.     Duties. The Employee shall serve   as Chief Financial Officer and as a Member of the Board of the Corporation, in which capacities he shall be responsible for the financial operations and strategy of the Corporation and its subsidiaries and such other duties consistent with such position as the Board of Directors of the Corporation (the “Board”) shall determine from time to time. Without limiting the foregoing, the Employee shall consult with the Board with respect to determining the Corporation’s financial business strategies. The Employee shall receive no additional compensation for any services rendered as a Director in the event he is simultaneously employed by the Corporation and serving as a director of the Corporation.

4.     Compensation.
 
(a)   Salary. For all services rendered by the Employee pursuant to this Agreement, during the term of this Agreement the Corporation shall pay the Employee a salary at the annual rate of $90,000, payable at the rate of $ 7,500 per month  (which amount shall be automatically increased by ten percent (10%) when and if the Corporation’s revenues, based on the trailing twelve months on a pro forma basis, exceed $1,000,000) during the term of this Agreement. The Board in its sole discretion may further increase said salary from time to time. Payments hereunder shall be made only to the extent that the Corporation has sufficient cash working capital to make such payments after taking into account the Corporation’s  necessary operating expenses including any and all payments due to its Chief Executive Officer. Until such time that payments can be made to Employee , the amount of Employee’s compensation shall accrue  without interest. The Board of Directors shall, not less than once each year, assess the Employee’s performance relative to performance criteria discussed by the Board with the Employee and adopted by the Board at the beginning of such year.

(b)   Bonus. At any time, at the sole discretion of the Board, the Corporation may grant to the Employee a bonus in such amount and in such form, as it deems appropriate.

(c)   Equity. The Employee shall  be granted an employee stock option to purchase common stock at an amount and at an exercise price as determined by the Board of Directors.

5.     Best Efforts. During the term of this Agreement, the Employee shall use his best efforts to promote the interests of the Corporation and shall devote sufficient time and efforts to its business and affairs in relation to Employee’s responsibilities.

6.     Expenses. The Employee is authorized to incur reasonable expenses for promoting the business of the Corporation, including expenses for entertainment, travel and similar items. The Corporation will reimburse the Employee for appropriate expenses upon the Employee’s presentation of an itemized account of such expenditures. The Corporation shall at all times retain access to the records maintained by Employee relative to reimbursable expenses.
 
 
 

 
 
7.     Benefits. During the Term of this Agreement, the Employee shall be entitled to, and the Corporation shall provide the following benefits in addition to those specified in Section 4:

(a)
Health Insurance. At any time, the Corporation may, at the sole discretion of the Board, pay for the Employee’s health and medical insurance consistent with those provided to other key employees of the Corporation through the Term of this Agreement.

(b)
Life Insurance. At any time during the Term of this Agreement, the Corporation may, at the sole discretion of the Board, pay for the Employee’s personal life insurance coverage up to a maximum amount of $1,000,000 per year.
 
(c)
D&O Liability Insurance. At any time during the Term of this Agreement, the Corporation may, at the sole discretion of the Board, maintain in effect directors’ and officers’ liability insurance covering the Employee, with coverage reasonably satisfactory to the Employee.

(d)
Pension and Retirement Benefits. At any time during the Term of this Agreement, the Corporation may, and at the sole discretion of the Board, contribute an amount equal to ten percent (10%) of the Employee’s annual salary to a qualified retirement account either set up by the Corporation or by the Employee.
 
(e)
Other Benefits. At the sole discretion of the Board, the Corporation may provide to the Employee the same benefits it makes available to other key employees of the Corporation.

8.     Disclosure of Information. The Employee recognizes and acknowledges that the Corporation’s trade secrets and all other confidential and proprietary information of a business, financial or other nature, including without limitation, lists of the Corporation’s actual and prospective customers, as they exist from time to time (collectively, the “Confidential Information”), are a valuable and unique asset of the Corporation and therefore agrees that he will not, either during or after the term of his employment, disclose any Confidential Information concerning the Corporation and/or its subsidiaries, to any person, firm, corporation, association or other entity, for any reason whatsoever, unless previously authorized to do so by the Corporation’s Board. It is understood that the term “Confidential Information” shall not include any information that has entered or enters the public domain through no fault of the Employee. The Employee shall not make any use whatsoever, directly or indirectly, of the Confidential Information, except as required in connection with the performance of his duties for the Corporation. For the purpose of enforcing this provision, the Corporation may resort to any remedy available to it under the law.

9.     Disability and Death. In the event that Employee is absent from employment by reason of illness or other incapacity by which Employee is unable to perform the essential functions of his position for more than six (6) consecutive months during the term of this Agreement or if the Employee dies during the term of this Agreement , the Corporation may terminate this Agreement and the Corporation shall pay to the Employee’s estate in a lump sum within 90 days an amount equal to 100% of the Employee’s annual salary rate then payable to the Employee pursuant to paragraph 4(a) of this Agreement.

10.   Termination. The Corporation shall have the right, on written notice to the Employee, by action of its Board to terminate the Employee’s employment immediately at any time for cause . For purposes of this Agreement, “cause” shall mean (i) conviction of a crime involving dishonesty or (ii) willfully engaging in conduct materially injurious to the Corporation or (iii) the material breach of this Agreement or any other agreement between the Employee and the Corporation, which material breach has not been cured by Employee within ten days after Employee’s receipt of written notice from the Corporation of such material breach. Employee shall not be required to mitigate the amount of any payment provided for in this paragraph 10 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this paragraph 10 be reduced by any compensation earned by Employee as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by Employee to the Corporation or otherwise. In the event of termination of this Agreement for cause (including death or disability), the Corporation shall have no further obligation to make any payments or provide any benefits hereunder, with the exception of any Medical coverage that was provided during the Employee’s employment. Such Medical coverage shall continue for such period of time equal to the time the Employee worked at the Corporation, but in no event shall the Medical coverage be discontinued less than one-year after the termination of said Employee.

 
2

 
 
11.   Enforceability, etc. This Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision hereof shall be prohibited or invalid under any such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating or nullifying the remainder of such provision or any other provisions of this Agreement. If any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, such provisions shall be construed by limiting and reducing it so as to be enforceable to the maximum extent permitted by applicable law.

12.   Notices. Any notice or other communication given pursuant to this Agreement shall be in writing and shall be personally delivered, sent by overnight courier or express mail, or mailed by first class certified or registered mail, postage prepaid, return receipt requested to the parties at their respective addresses set forth on the signature page hereof, or to such other address as the parties shall have designated by notice to the other parties.

13.   Waiver. The waiver by either party of a breach of any provision of this Agreement by the other shall not operate or be construed as a waiver of any subsequent breach.

14.   Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the Corporation, its successors and assigns, and the Employee, his heirs and legal representatives.

15.   Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. It may be changed only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought. This Agreement shall be construed in accordance with and governed by the laws of the State of California without giving effect to principles of conflicts of laws. Any disputes shall be resolved in accordance with the rules of the American Arbitration Association . This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

MASS HYSTERIA ENTERTAINMENT COMPANY, INC.
 
   
     
By:
   
Name: Daniel Grodnik  
Title: Chairman of the Board of Director  
     
EMPLOYEE
 
     
By:    
Alan J. Bailey
 
 
 
3

f10q0812ex31i_masshysteria.htm RULE 13A-14(A)/ 15D-14(A) CERTIFICATION OF CHIEF EXECUTIVE OFFICER


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f10q0812ex31i_masshysteria.htm

Exhibit 31.1
 
CERTIFICATION

I, Daniel Grodnik, certify the following:
 
1.
I have reviewed this report on Form 10-Q of Mass Hysteria Entertainment Company, Inc.;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have done the following:

a.
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b.
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.
disclosed in this annual report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
October 22, 2012
/s/ Daniel Grodnik
 
Daniel Grodnik
 
Chairman, President and Chief Executive Officer
 
(Principal Executive Officer)
f10q0812ex31ii_masshysteria.htm RULE 13A-14(A)/ 15D-14(A) CERTIFICATION OF CHIEF FINANCIAL OFFICER


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f10q0812ex31ii_masshysteria.htm

Exhibit 31.2
 
CERTIFICATION
 
I, Alan Bailey, certify the following:
 
1.
I have reviewed this report on Form 10-Q of Mass Hysteria Entertainment Company, Inc.;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have done the following:

a.
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b.
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.
disclosed in this annual report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
b.
Any fraud, whether or not material, that involves management or other employees whio have a significant role in the registrant’s internal control over financial reporting.

October 22, 2012
/s/ Alan Bailey
 
Alan Bailey
 
Chief Financial Officer
 
(Principal Financial and Accounting Officer)
f10q0812ex32i_masshysteria.htm RULE 13A-14(A)/ 15D-14(A) CERTIFICATION OF CHIEF FINANCIAL OFFICER


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f10q0812ex32i_masshysteria.htm

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Mass Hysteria Entertainment Company, Inc., a Nevada corporation, (the “Company”) on Form 10-Q for the period ending August 31, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Daniel Grodnik, Chief Executive Officer of the Company, certify the following pursuant to Section 18, U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002:

1.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.
The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Daniel Grodnik
 
Daniel Grodnik, Chief Executive Officer
 
October 22, 2012
 
f10q0812ex32ii_masshysteria.htm RULE 13A-14(A)/ 15D-14(A) CERTIFICATION OF CHIEF FINANCIAL OFFICER


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f10q0812ex32ii_masshysteria.htm

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Mass Hysteria Entertainment Company, Inc., a Nevada corporation, (the “Company”) on Form 10-Q for the period ending August 31, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Alan Bailey, Chief Financial Officer of the Company, certify the following pursuant to Section 18, U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002:
 
1.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
2.
The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
/s/ Alan Bailey
 
Alan Bailey, Chief Financial Officer
 
October 22, 2012
 
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myhs-20120831_def.xml

Arcrole Ref

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http://xbrl.org/int/dim/arcrole/all
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http://www.masshysteriafilms.com/role/BorrowingsTables
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http://www.masshysteriafilms.com/role/CommitmentsandContingenciesDetails
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http://www.masshysteriafilms.com/role/SubsequentEventsDetails

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myhs-20120831_lab.xml

Role Ref

@attributes Role U R I
http://xbrl.us/us-gaap/role/label/negated
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http://www.xbrl.org/2009/role/negatedLabel
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Document and Entity Information [Abstract]
1
Document and Entity Information [Abstract]
2
Entity Registrant Name
3
Entity Registrant Name
4
Entity Central Index Key
5
Entity Central Index Key
6
Document Type
7
Document Type
8
Document Period End Date
9
Document Period End Date
10
Amendment Flag
11
Amendment Flag
12
Document Fiscal Period Focus
13
Document Fiscal Period Focus
14
Document Fiscal Year Focus
15
Document Fiscal Year Focus
16
Current Fiscal Year End Date
17
Current Fiscal Year End Date
18
Entity Filer Category
19
Entity Filer Category
20
Entity Common Stock, Shares Outstanding
21
Entity Common Stock, Shares Outstanding
22
beginning
23
Statement Of Financial Position [Abstract]
24
Statement of Financial Position [Abstract]
25
Statement [Table]
26
Statement [Table]
27
Assets [Abstract]
28
Assets
29
Assets, Current [Abstract]
30
Current Assets
31
Cash
32
Cash
33
Cash, Beginning Balance
34
Cash, Ending Balance
35
Accounts Receivable, Gross, Current
36
Accounts receivable, net of allowances for doubtful accountsof $31,616 and $25,000, respectively
37
Other Assets, Current
38
Other assets
39
Assets, Current
40
TOTAL CURRENT ASSETS
41
Total current assets
42
Intangible Assets, Net (Excluding Goodwill)
43
Intangible assets, net
44
Intangible assets, net of $613 and $90 accumulated amortization as of August 31, 2010 and November 30, 2009, respectively
45
Film Costs
46
Film costs
47
Assets
48
TOTAL ASSETS
49
Total Assets
50
Liabilities and Equity [Abstract]
51
Liabilities and Stockholders’ Deficit
52
Liabilities, Current [Abstract]
53
Current Liabilities
54
Accounts Payable, Current
55
Accounts payable
56
Accounts Payable, Current, Total
57
Accrued Liabilities, Current
58
Accrued liabilities (Note 4)
59
Total accrued liabilities
60
Employee-Related Liabilities, Current
61
Accrued payroll
62
Employee-related Liabilities, Current, Total
63
Short-Term Debt
64
Short-term debt (Note 5)
65
Short-term Debt, Total
66
Convertible Debt, Current
67
Short-term convertible debt, net of discount of $48,390 and $41,486,respectively (Note 5)
68
Derivative Liabilities, Current
69
Aggregate derivative liabilities associated with remaining convertible notes
70
Derivative liability (Note 5)
71
Liabilities, Current
72
TOTAL CURRENT LIABILITIES
73
Total current liabilities
74
Convertible Debt, Noncurrent
75
Convertible debt
76
Convertible long-term debt, net of discount of $46,700 and $61,711,respectively (Note 5)
77
Other Long-Term Debt, Noncurrent
78
Stand ready obligation
79
Liabilities
80
TOTAL LIABILITIES
81
Total Liabilities
82
Stockholders Equity, Including Portion Attributable To Noncontrolling Interest [Abstract]
83
Stockholders’ Deficit
84
Preferred Stock, Value, Issued
85
Series A Preferred stock, $0.00001 and $ 0.001 par value, respectively10,000,000 shares authorized; 10,000 issued and outstanding
86
Preferred Stock, Value, Issued, Total
87
Preferred Stock, Value, Issued, Beginning Balance
88
Preferred Stock, Value, Issued, Ending Balance
89
Common Stock, Value, Issued
90
Common stock, $0.00001 and $ 0.001 par value, respectively,2,000,000,000 and 300,000,000 shares authorized, respectively;474,731,356 and 108,431,950 shares issued and outstanding as ofAugust 31, 2012 and November 30, 2011, respectively.
91
Common Stock, Value, Issued, Total
92
Common Stock, Value, Issued, Beginning Balance
93
Common Stock, Value, Issued, Ending Balance
94
Additional Paid In Capital
95
Additional paid-in capital
96
Additional paid-in capital
97
Additional Paid in Capital, Beginning Balance
98
Additional Paid in Capital, Ending Balance
99
Development Stage Enterprise, Deficit Accumulated During Development Stage
100
Deficit accumulated during the development stage
101
Deficit accumulated during the development stage
102
Stockholders Equity, Including Portion Attributable To Noncontrolling Interest
103
TOTAL STOCKHOLDERS’ DEFICIT
104
Total Stockholders’ Deficit
105
Beginning Balance
106
Balance
107
Liabilities and Equity
108
TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT
109
Total Liabilities and Stockholders’ Deficit
110
Allowances For Doubtful Accounts
111
Allowances for doubtful accounts
112
Allowances for doubtful accounts
113
Debt Discount Current
114
Discount related to Short-term convertible debt
115
Line item(s) of the balance sheet in which the accrual for the current, noncurrent and combined amounts of the environmental loss contingencies are presented if the accrual is not presented as a separate caption.
116
Debt Discount Noncurrent
117
Discount related to convertible long-term debt
118
Line item(s) of the balance sheet in which the accrual for the current, noncurrent and combined amounts of the environmental loss contingencies are presented if the accrual is not presented as a separate caption.
119
Preferred Stock, Par Or Stated Value Per Share
120
Series A Preferred stock, par value
121
Preferred Stock, Shares Authorized
122
Series A Preferred stock, shares authorized
123
Preferred Stock, Shares Issued
124
Series A Preferred stock, shares issued
125
Preferred Stock, Shares Issued, Total
126
Preferred Stock, Shares Outstanding
127
Series A Preferred stock, shares outstanding
128
Preferred Stock, Shares Outstanding, Beginning Balance
129
Preferred Stock, Shares Outstanding, Ending Balance
130
Common Stock, Par Or Stated Value Per Share
131
Common stock, par value after restatement
132
Common stock, par value
133
Common Stock, Shares Authorized
134
Common stock, shares authorized after restatement
135
Common stock, shares authorized
136
Common Stock, Shares, Issued
137
Common stock, shares issued
138
Common Stock, Shares, Issued, Total
139
Common Stock, Shares, Outstanding
140
Common stock, shares outstanding
141
Shares outstanding as of November 30, 2011
142
Shares outstanding as of August 31, 2012
143
Income Statement [Abstract]
144
Income Statement [Abstract]
145
Revenues
146
Revenue
147
Revenues, Total
148
Operating Expenses [Abstract]
149
Operating expenses:
150
General and Administrative Expense
151
General and administrative
152
General and Administrative Expense, Total
153
Selling Expense
154
Selling expense
155
Operating Expenses
156
Total operating expenses
157
Total operating expenses
158
Total operating expenses
159
Operating Income (Loss)
160
Operating loss
161
Operating loss
162
Nonoperating Income (Expense) [Abstract]
163
Other income (expense):
164
Other Income
165
Other income
166
Other income
167
Investment Income, Interest
168
Interest income
169
Interest Expense, Debt
170
Interest expense
171
Interest Expense, Debt, Total
172
Interest expense
173
Increase (Decrease) In Fair Value Of Derivative Instruments, Not Designated As Hedging Instruments
174
Excess of fair value of derivative
175
Gain (Loss) On Derivative Instruments, Net, Pretax
176
Gain on fair value of derivative liability
177
Gain (Loss) on Derivative Instruments, Net, Pretax, Total
178
Loss On Contracts
179
Loss on guarantee
180
Loss on guarantee
181
Nonoperating Income (Expense)
182
Total other income (expense)
183
Total other income (expense)
184
Total other income (expense)
185
Net Income (Loss), Including Portion Attributable To Noncontrolling Interest
186
Net loss
187
Net loss
188
Weighted Average Number Of Shares Outstanding, Basic and Diluted
189
Basic and diluted weighted average shares Outstanding
190
Income (Loss) From Continuing Operations, Per Basic and Diluted Share
191
Basic and diluted net loss from continuing Operations per share
192
Earnings Per Share, Basic and Diluted
193
Amount less than, per share
194
Amount was less than, per share
195
Earnings Per Share, Basic and Diluted, Total
196
Statement Of Cash Flows [Abstract]
197
Statement of Cash Flows [Abstract]
198
Net Cash Provided By (Used In) Operating Activities [Abstract]
199
Cash Flows from Operating Activities:
200
Adjustments To Reconcile Net Income (Loss) To Cash Provided By (Used In) Operating Activities [Abstract]
201
Adjustments to reconcile net loss to cash used in operating activities:
202
Depreciation
203
Depreciation
204
Depreciation, Total
205
Bad Debt Expense
206
Bad debt expense
207
Bad debt expense.
208
Share-Based Compensation
209
Share-based compensation
210
Share-based Compensation, Total
211
Provision For Doubtful Accounts
212
Loss on settlement of convertible notes
213
Other Noncash Income
214
Contributed services
215
Contributed services
216
Unrealized Gain (Loss) On Derivatives
217
Change in fair market value of derivative liability
218
Change in fair market value of derivative liability
219
Unrealized Gain (Loss) On Derivatives and Commodity Contracts
220
Loss on excess fair value of derivative liability
221
Unrealized Gain (Loss) on Derivatives and Commodity Contracts, Total
222
Loss on excess fair value of derivative liability
223
Amortization Of Discount On Convertible Debt
224
Amortization of discount on convertible debt
225
Amortization of discount on convertible debt.
226
Loss On Increase In Stand Ready Obligation
227
Loss on increase in stand ready obligation
228
Loss on increase in stand ready obligation.
229
Increase (Decrease) In Operating Capital [Abstract]
230
Changes in operating assets and liabilities:
231
Increase (Decrease) In Accounts Receivable
232
Accounts receivable
233
Accounts receivable
234
Increase (Decrease) In Prepaid Expense
235
Prepaid expenses
236
Prepaid expenses
237
Increase (Decrease) In Accounts Payable, Trade
238
Accounts payable
239
Increase (Decrease) In Accrued Liabilities
240
Accrued liabilities
241
Increase (Decrease) in Accrued Liabilities, Total
242
Increase (Decrease) In Other Accrued Liabilities
243
Accrued payroll
244
Increase (Decrease) In Other Operating Liabilities
245
Bank credit line
246
Bank credit line
247
Net Cash Provided By (Used In) Operating Activities
248
NET CASH USED IN OPERATING ACTIVITIES
249
Net cash used in operating activities
250
Net Cash Provided By (Used In) Investing Activities [Abstract]
251
Cash Flows from Investing Activities:
252
Increase (Decrease) In Film Costs
253
Film costs
254
Proceeds From Sale Of Other Productive Assets
255
Other assets
256
Net Cash Provided By (Used In) Investing Activities
257
NET CASH USED IN INVESTING ACTIVITIES
258
Net cash used in investing activities
259
Net Cash Provided By (Used In) Financing Activities [Abstract]
260
Cash Flows from Financing Activities:
261
Proceeds From Issuance Of Other Long-Term Debt
262
Stand-ready obligation
263
Proceeds From Convertible Debt
264
Proceeds from issuance of convertible debt
265
Proceeds From Related Party Debt
266
Proceeds from issuance of convertible debt to related parties
267
Proceeds From Short-Term Debt
268
Proceeds from issuance of short-term debt
269
Proceeds from Short-term Debt, Total
270
Payments For (Proceeds From) Deposit On Loan
271
Payments on short-term debt
272
Payments on short-term debt
273
Proceeds From Issuance Of Common Stock
274
Proceeds from sale of common stock
275
Proceeds from sale of common stock
276
Net Cash Provided By (Used In) Financing Activities
277
NET CASH PROVIDED BY FINANCING ACTIVITIES
278
Net cash provided by financing activities
279
Cash and Cash Equivalents, Period Increase (Decrease)
280
NET CHANGE IN CASH
281
Net increase in cash and cash equivalents
282
Cash and Cash Equivalents, At Carrying Value
283
Cash balance, end of period
284
Cash and Cash Equivalents, at Carrying Value, Total
285
Cash and cash equivalents, beginning balance
286
Cash and cash equivalents, ending balance
287
Supplemental Cash Flow Information [Abstract]
288
Supplemental disclosures of cash flow information:
289
Cash Paid During Period [Abstract]
290
Cash paid during the period for:
291
Cash paid during the period for:
292
Cash paid during the period.
293
Interest Paid
294
Interest
295
Income Taxes Paid
296
Income taxes
297
Noncash Investing and Financing Items [Abstract]
298
Supplemental schedule of non-cash investing and financing activities:
299
Debt Conversion, Original Debt, Amount
300
Conversion of convertible debt and accrued interest
301
Cash Received Under Subscription Receivable
302
Cash received under subscription agreement
303
Cash received under subscription receivable in a non-cash investing and financing activity.
304
Stock Based Compensation Included In Accrued Liabilities For Script Development
305
Stock-based compensation to be issued, included in accrued liabilities, for script development
306
Stock-based compensation, included in accrued liabilities, for script development in a non-cash investing and financing activity.
307
Common Stock Issued In Lieu Of Cash Payment For Script Costs 1
308
Common stock issued in lieu of cash payment for script costs
309
Common stock issued in lieu of cash payment for script costs in a non-cash investing and financing activity.
310
Fair Value Of Beneficial Conversion Feature Received On Convertible Note Payable
311
Fair value of beneficial conversion feature received on convertible note payable
312
Fair value of beneficial conversion feature received on convertible note payable.
313
Derivative Liability Relieved By Conversion
314
Derivative liability relieved by conversion
315
Derivative liability relieved by conversion.
316
Organization, Consolidation and Presentation Of Financial Statements [Abstract]
317
Organization, Consolidation and Presentation of Financial Statements [Abstract]
318
Organization, Consolidation, Basis Of Presentation, Business Description and Accounting Policies [Text Block]
319
ORGANIZATION AND BUSINESS
320
Accounting Policies [Abstract]
321
Accounting Policies [Abstract]
322
Significant Accounting Policies [Text Block]
323
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
324
Going Concern [Abstract]
325
Going Concern [Abstract]
326
Going Concern [Text Block]
327
GOING CONCERN
328
Disclosure of going concern.
329
Accrued Liabilities [Abstract]
330
Accrued Liabilities [Abstract]
331
Accounts Payable and Accrued Liabilities Disclosure [Text Block]
332
ACCRUED LIABILITIES
333
Debt Disclosure [Abstract]
334
Debt Disclosure [Abstract]
335
Debt Disclosure [Text Block]
336
BORROWINGS
337
Commitments and Contingencies Disclosure [Abstract]
338
Commitments and Contingencies Disclosure [Abstract]
339
Commitments and Contingencies Disclosure [Text Block]
340
COMMITMENTS AND CONTINGENCIES
341
Stockholders Equity Note [Abstract]
342
Stockholders' Equity Note [Abstract]
343
Stockholders Equity Note Disclosure [Text Block]
344
STOCKHOLDERS’ DEFICIT
345
Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract]
346
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
347
Disclosure Of Compensation Related Costs, Share-Based Payments [Text Block]
348
EMPLOYEE STOCK OPTIONS
349
Subsequent Events [Abstract]
350
Subsequent Events [Abstract]
351
Subsequent Events [Text Block]
352
SUBSEQUENT EVENTS
353
Basis Of Accounting, Policy [Policy Text Block]
354
Basis of Presentation
355
Development Stage Company [Policy Text Block]
356
Development-Stage Company
357
Development stage company.
358
Use Of Estimates, Policy [Policy Text Block]
359
Use of Estimates
360
Fair Value Of Financial Instruments, Policy [Policy Text Block]
361
Fair Value of Financial Instruments
362
Receivables, Policy [Policy Text Block]
363
Accounts Receivable
364
Earnings Per Share, Policy [Policy Text Block]
365
Loss per Share
366
New Accounting Pronouncements, Policy [Policy Text Block]
367
New Accounting Pronouncements
368
Schedule Of Accrued Liabilities [Table Text Block]
369
Schedule of accrued liabilities
370
Schedule Of Common Stock Outstanding Roll Forward [Table Text Block]
371
Summary of common stock activity
372
Schedule Of Short-Term Debt [Table]
373
Schedule of Short-term Debt [Table]
374
Debt Instrument [Axis]
375
Debt Instrument [Axis]
376
Debt Instrument, Name [Domain]
377
Debt Instrument, Name [Domain]
378
Derivative Liability Revaluation One [Member]
379
Revaluation 1 [Member]
380
Derivative liability revaluation one.
381
Derivative Liability Revaluation Two [Member]
382
Revaluation 2 [Member]
383
Derivative liability revaluation two.
384
Derivative Liability Revaluation Three [Member]
385
Revaluation 3 [Member]
386
Derivative liability revaluation three.
387
Short-Term Debt [Line Items]
388
Short-term Debt [Line Items]
389
Fair Value, By Balance Sheet Grouping [Table Text Block]
390
Range of inputs used to calculate derivative liabilities on convertible notes
391
Summary Of Significant Accounting Policy Textual [Abstract]
392
Summary of Significant Accounting Policies (Textual)
393
Shares Relative To Convertible Notes Issued To Former Related Party
394
Shares relative to convertible notes issued to former related party
395
Shares relative to convertible notes issued to former related party.
396
Beginning Date Of Shares Relative To Convertible Notes Issued To Former Related Party Description
397
Convertible notes shares issued to former related party, Beginning date description
398
Description of beginning date of shares relative to convertible notes issued to a former related party.
399
Shares Relative To Convertible Notes
400
Shares relative to convertible notes
401
Shares relative to convertible notes.
402
Beginning Date Of Shares Relative To Convertible Notes Description
403
Convertible notes shares, Beginning date description
404
Description of beginning date of shares relative to convertible notes.
405
Shares Related To Warrant
406
Shares related to warrant
407
Shares related to warrant.
408
Convertible Debt
409
Convertible note
410
Accrued Liabilities, Current [Abstract]
411
Schedule of accrued liabilities
412
Interest Payable, Current
413
Accrued interest
414
Accrued Professional Fees, Current
415
Accrued consulting fees
416
Accrued Payroll Taxes, Current
417
Accrued payroll taxes
418
Other Accrued Liabilities, Current
419
Other accrued expenses
420
Accrued Liabilities [Table]
421
Accrued liabilities.
422
Accrued Liabilities [Table]
423
Title Of Individual [Axis]
424
Title of Individual [Axis]
425
Title Of Individual With Relationship To Entity [Domain]
426
Title of Individual with Relationship to Entity [Domain]
427
President [Member]
428
President [Member]
429
Chief Executive Officer [Member]
430
Chief Executive Officer [Member]
431
Chief Financial Officer [Member]
432
Chief Financial Officer [Member]
433
Accrued Liabilities [Line Items]
434
Accrued liabilities.
435
Accrued Liabilities [Line Items]
436
Accrued Liabilities Textual [Abstract]
437
Accrued Liabilities (Textual)
438
Accrued liabilities textual.
439
Officers' Compensation
440
Base salary
441
Agreement Maturity Period
442
Maturity period of employment agreement
443
Agreement maturity period.
444
Agreement Maturity Date
445
Maturity date of employment agreement
446
Agreement maturity date.
447
Accrued Salaries, Current
448
Accrued and unpaid wages
449
Income Tax Examination, Penalties and Interest Expense
450
Penalties and interest
451
Range [Axis]
452
Range [Axis]
453
Range [Domain]
454
Range [Domain]
455
Minimum [Member]
456
Minimum [Member]
457
Maximum [Member]
458
Maximum [Member]
459
Fair Value Assumptions and Methodology For Assets and Liabilities [Abstract]
460
Range of inputs used to calculate derivative liabilities on convertible notes
461
Fair Value Assumptions, Expected Dividend Rate
462
Annual dividend yield
463
Fair Value Assumptions, Expected Term
464
Expected life (years)
465
Fair Value Assumptions, Risk Free Interest Rate
466
Risk-free interest rate
467
Fair Value Assumptions, Expected Volatility Rate
468
Expected volatility
469
Shareholder [Member]
470
Shareholder [Member]
471
Shareholder.
472
External Parties [Member]
473
External parties.
474
Plan Name [Axis]
475
Plan Name [Axis]
476
Plan Name [Domain]
477
Plan Name [Domain]
478
Film Finance Agreement [Member]
479
Film Finance Agreement.
480
Warrant [Member]
481
Borrowings Textual [Abstract]
482
Borrowings (Textual)
483
Borrowings textual.
484
Due To Related Parties, Current
485
Due to related party
486
Debt Instrument, Interest Rate, Stated Percentage
487
Debt instrument interest rate
488
Debt Instrument, Maturity Date
489
Expiration date
490
Debt instrument maturity date
491
Line Of Credit Facility, Maximum Borrowing Capacity
492
Line of credit facility provided by Coral Ridge Capital Partners, LLC (“CRCP”)
493
Line Of Credit Facility, Amount Outstanding
494
Initial amount paid to the company under line of credit facility
495
Line Of Credit Facility, Interest Rate At Period End
496
Interest rate payable to Coral Ridge Capital Partners, LLC
497
Interest and Debt Expense
498
Cumulative expense paid in connection with the Picture, under agreement
499
Debt Instrument, Maturity Date Range, Start
500
Debt instrument maturity date range, start
501
Debt Instrument, Maturity Date Range, End
502
Debt instrument maturity date range, end
503
Debt Default, Short-Term Debt, Description Of Notice Of Default
504
Debt default description
505
Interest Expense, Related Party
506
Accrued interest expense
507
Cumulatively Accrued Interest Current
508
Cumulatively accrued interest
509
Cumulatively accrued interest.
510
Conversion Of Stock, Description
511
Conversion of Stock, Description
512
Debt Instrument, Decrease, Repayments
513
Convertible debt decreased amount
514
Common Stock, Capital Shares Reserved For Future Issuance
515
Shares to be issued upon the conversion of warrant
516
Investment Warrants, Exercise Price
517
Exercise price of warrants
518
Maturity Period Of Warrant
519
Maturity period of warrant
520
Maturity period of warrant.
521
Investment Warrants Expiration Date
522
Expiration date of warrants
523
Convertible Debt, Fair Value Disclosures
524
Fair market value of warrants
525
Principal Amount On Convertible Debt
526
Principal amount outstanding on convertible debt
527
Principal amount outstanding on convertible debt.
528
Interest Expense, Borrowings
529
Interest expense from accretion of the discount
530
Issuance For Conversion Of Convertible Notes and Accrued Interest Thereon
531
Issuance for conversion of convertible notes and accrued interest thereon
532
Issuance for conversion of convertible notes and accrued interest thereon.
533
Long-Term Debt, Gross
534
Borrowed fund from external parties
535
Amount borrowed from an external party
536
Debt Conversion, Original Debt, Interest Rate Of Debt
537
Annual interest on a loan term convertible note agreement
538
Debt Instrument, Convertible, Conversion Price
539
Conversion Price
540
Fixed conversion price
541
Debt Conversion, Converted Instrument, Shares Issued
542
Shares of common stock upon conversion
543
Debt Instrument, Convertible, Stock Price Trigger
544
Closing price on the day of the note agreement
545
Debt Instrument, Convertible, Beneficial Conversion Feature
546
Beneficial conversion feature
547
Debt Instrument, Convertible, Interest Expense
548
Interest expense from accretion of the discount
549
Debt Instrument, Unamortized Discount
550
Remaining discount
551
Proceeds From Issuance Of Debt
552
Advances from the holder
553
Debt Instrument, Increase, Additional Borrowings
554
Additional debt received
555
Debt Conversion Converted Instrument Shares Issued Additional
556
Conversion into common shares, additional
557
Debt Conversion Converted Instrument Shares Issued Additional.
558
Debt and Capital Lease Obligations
559
Total debt
560
Accrued Interest On Long Term Convertible Notes
561
Accrued interest on long term convertible notes
562
Accrued interest on long term convertible notes.
563
Term Of Lease
564
Lease for office space, Term
565
Term of Lease.
566
Payments For Rent
567
Monthly payment of rent
568
Security Deposit
569
Security deposit (equal to 2 month’s rent in advance)
570
Loss Contingencies [Table]
571
Loss Contingencies [Table]
572
Loss Contingency Nature [Axis]
573
Loss Contingency Nature [Axis]
574
Loss Contingency, Nature [Domain]
575
Loss Contingency, Nature [Domain]
576
Consulting Agreement With Mr Proft [Member]
577
Consulting Agreement with Mr. Proft [Member]
578
Consulting Agreement with Mr. Proft.
579
Financing From Wet Rose [Member]
580
Financing from Wet Rose [Member]
581
Financing from Wet Rose.
582
Movie Rights Option Contract [Member]
583
Movie Rights Option Contract.
584
Loss Contingencies [Line Items]
585
Loss Contingencies [Line Items]
586
Commitments and Contingencies Textual [Abstract]
587
Commitments and Contingencies (Textual)
588
Commitments and Contingencies.
589
Period Of Engagement Agreement
590
Period of engagement agreement
591
Period of engagement agreement.
592
Stock Issued During Period, Shares, Issued For Services
593
Shares issued for service rendered
594
Common shares received as per agreement
595
Monthly Fee For Consulting Services
596
Monthly fee for consulting services
597
Monthly fee for consulting services.
598
Period Of Payment Of Monthly Fee
599
Minimum period of monthly fee payment for services
600
Period of payment of monthly fee.
601
Accrued Cash and Stock Compensation
602
Accrued cash and stock compensation
603
Accrued cash and stock compensation.
604
Proceeds From Long-Term Capital Lease Obligations
605
Financing from Wet Rose
606
Guarantee Of Indebtedness Maximum Amount
607
Guarantee of the indebtedness, maximum amount
608
Guarantee of the indebtedness, maximum amount.
609
Stand Ready Obligation Due and Payable, Description
610
Stand-Ready obligation due and payable, Description
611
Stand-Ready Obligation Due and Payable, Description.
612
Guarantor Fee
613
Guarantor fee
614
Guarantor fee.
615
Initial Term Of Option Agreement
616
Initial term of option agreement
617
Initial term of option agreement.
618
Payment To Writer As Consideration
619
Payment to writer as consideration
620
Payment to writer as consideration.
621
Option Renewal Cost
622
Option renewal cost
623
Option renewal cost.
624
Extension Of Option Contract
625
Extension of option contract
626
Extension of option contract.
627
Amount Paid To Related Parties
628
Amount paid to related parties
629
Amount paid to related parties.
630
Purchase Price Of Writer Under Option Contract
631
Purchase price of writer under option contract
632
Purchase price of writer under option contract.
633
Summary Of Common Stock Activity [Abstract]
634
Summary of Common Stock Activity
635
Stock Issued During Period, Shares, Conversion Of Convertible Securities
636
Issuance for conversion of convertible notes and accrued interest thereon
637
Common Stock Shares, Issuance For Services and Operating Expenses [Abstract]
638
Issuance for services and operating expenses:
639
Common Stock Shares, Issuance for services and operating expenses.
640
Stock Issued During Period, Shares, Issued For Legal Services
641
Legal
642
Stock Issued During Period, Shares, Issued for Legal Services.
643
Stock Issued During Period, Shares, Issued For Investor Relations
644
Investor relations
645
Stock Issued During Period, Shares, Issued for Investor Relations.
646
Stock Issued During Period, Shares, Purchase Of Assets
647
Issuance in connection with technology transfer and license
648
Stock Repurchased During Period, Shares
649
Stock purchase
650
Schedule Of Share-Based Compensation Arrangements By Share-Based Payment Award [Table]
651
Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table]
652
Stock Incentive Plan One [Member]
653
2012 Stock Incentive Plan [Member]
654
Stock Incentive Plan.
655
Stock Incentive Plan Two [Member]
656
2012 Stock Incentive Plan #2 [Member]
657
Stock Incentive Plan.
658
Related Party [Axis]
659
Related Party [Axis]
660
Related Party [Domain]
661
Related Party [Domain]
662
Related Party One [Member]
663
Indeglia& Carney, P.C. [Member]
664
Related Party One.
665
Third Party Attorney [Member]
666
Third party attorney.
667
Third Party Marketing Consultant [Member]
668
Third party marketing consultant.
669
Relative Of Ceo [Member]
670
Relative of CEO [Member]
671
Relative of CEO.
672
Related Party Two [Member]
673
Three Point Capital (“3PC”) [Member]
674
Related Party Two.
675
Share-Based Compensation Arrangement By Share-Based Payment Award [Line Items]
676
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
677
Stockholders' Deficit (Textual) [Abstract]
678
Stockholders' Deficit (Textual)
679
Share-Based Compensation Arrangement By Share-Based Payment Award, Number Of Shares Available For Grant
680
Common stock or stock options available for grant
681
Number Of Shares Granted Under Stock Incentive Plan
682
Number of shares granted under Stock Incentive Plan
683
Number of shares granted under Stock Incentive Plan.
684
Number Of Shares Approved For Issuance For Service Provided
685
Number of shares approved for issuance for service provided
686
Number of shares approved for issuance for service provided.
687
Number Of Shares Approved For Issuance For Service Provided
688
Value Of Shares Approved For Issuance For Service Provided
689
Value of shares approved for issuance for service provided
690
Value of shares approved for issuance for service provided.
691
Sale Of Stock, Price Per Share
692
Closing market price of shares
693
Number Of Units In Subsidiary Used As Consideration Of Agreement
694
Number of Class B Units in subsidiary used as consideration of agreement
695
Number of units in subsidiary used as consideration of agreement.
696
Ownership Percentage Represented By Units Of Subsidiary Of Related Party Used As Noncash Consideration
697
Ownership percentage represented by Units of subsidiary of related party used as noncash consideration
698
Ownership percentage represented by Units of subsidiary of related party used as noncash consideration.
699
Cash Consideration For Intellectual Property Transferred
700
Cash consideration for intellectual property transferred
701
Cash consideration for intellectual property transferred.
702
Number Of Shares Issued To Related Party Individuals For Services
703
Number of shares issued to Related Party individuals for services
704
Number of shares issued to Related Party individuals for services.
705
Combined Fair Market Value Of Shares Issued To Related Party
706
Combined fair market value of shares issued to Related Party
707
Combined fair market value of shares issued to Related Party.
708
Common Stock, Par Or Stated Value Per Share Before Amendment
709
Common stock, par value before amendment
710
Common Stock, Par or Stated Value Per Share before amendment.
711
Employee Stock Options (Textual) [Abstract]
712
Employee Stock Options (Textual)
713
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross
714
Number of shares granted
715
Excercise Price Of Common Stock Grant To Employee
716
Excercise price of common stock granted
717
Excercise price of common stock grant to employee.
718
Vesting Period Of Stock Options Granted
719
Vesting period of stock options granted
720
Vesting period of stock options granted.
721
Number Of Shares Vesting Annually
722
Number of shares vesting annually
723
Number of shares vesting annually.
724
Survivable Period Of Each Series Of Option Post Vesting
725
Survivable period of each series of option post vesting
726
Survivable period of each series of option post vesting.
727
Aggregate Amount Of Stock Compensation Expense Recognized
728
Stock compensation expense recognized
729
Aggregate Amount Of Stock Compensation Expense Recognized.
730
Employee Stock Ownership Plan (Esop), Compensation Expense
731
Stock compensation expensed during period
732
Future Compensation Expense
733
Future annual compensation expense
734
Future compensation expense.
735
Subsequent Event [Table]
736
Subsequent Event [Table]
737
Short-Term Debt, Type [Axis]
738
Short-term Debt, Type [Axis]
739
Short-Term Debt, Type [Domain]
740
Short-term Debt, Type [Domain]
741
Convertible Debt [Member]
742
Convertible Debt [Member]
743
Convertible Notes Payable [Member]
744
Convertible Notes [Member]
745
Deferred Bonus and Profit Sharing Plan By Title Of Individual [Axis]
746
Deferred Bonus and Profit Sharing Plan by Title of Individual [Axis]
747
Director [Member]
748
Director [Member]
749
Subsequent Event [Line Items]
750
Subsequent Event [Line Items]
751
Subsequent Events Textual [Abstract]
752
Subsequent Events (Textual)
753
Debt Instrument, Annual Principal Payment
754
Principal Payment
755
Debt Instrument, Increase, Accrued Interest
756
Accrued Interest
757
Debt Instrument, Interest Rate, Effective Percentage
758
Annual interest rate
759
Expiration Date Of Agreement Related To Party One
760
Expiration date of agreement related to party one
761
Expiration date of agreement related to party one.
762
Expiration Date Of Agreement Related To Party Two
763
Expiration date of agreement related to party two
764
Expiration date of agreement related to party two.
765
Debt Instrument, Maturity Date, Description
766
Description of notes convertible into common stock

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http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
20
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
30
Use
optional
Preferred Label
http://www.xbrl.org/2009/role/negatedLabel

@attributes

Order
40
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/totalLabel

@attributes

Order
50
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/totalLabel

Loc

Presentation Arc

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
10
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
20
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
30
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
40
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
50
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
60
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
70
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
80
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
90
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
100
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

Loc

Presentation Arc

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
10
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
10
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
20
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/totalLabel

@attributes

Order
20
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/totalLabel

@attributes

Order
30
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
10
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
20
Use
optional
Preferred Label
http://www.xbrl.org/2009/role/negatedLabel

@attributes

Order
30
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
40
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
50
Use
optional
Preferred Label
http://www.xbrl.org/2009/role/negatedLabel

@attributes

Order
60
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/totalLabel

@attributes

Order
40
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/totalLabel

@attributes

Order
50
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
60
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

Loc

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

Loc

Presentation Arc

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
10
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
10
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
20
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
30
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
40
Use
optional
Preferred Label
http://www.xbrl.org/2009/role/negatedLabel

@attributes

Order
50
Use
optional
Preferred Label
http://www.xbrl.org/2009/role/negatedLabel

@attributes

Order
60
Use
optional
Preferred Label
http://www.xbrl.org/2009/role/negatedLabel

@attributes

Order
70
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
80
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
90
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2009/role/negatedLabel

@attributes

Order
10
Use
optional
Preferred Label
http://www.xbrl.org/2009/role/negatedLabel

@attributes

Order
20
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
30
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
40
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
50
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
20
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/totalLabel

@attributes

Order
10
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
10
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
20
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/totalLabel

@attributes

Order
20
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
10
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
20
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
30
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
40
Use
optional
Preferred Label
http://www.xbrl.org/2009/role/negatedLabel

@attributes

Order
50
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
60
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/totalLabel

@attributes

Order
30
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/totalLabel

@attributes

Order
40
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/periodStartLabel

@attributes

Order
50
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/periodEndLabel

@attributes

Order
60
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/terseLabel

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
10
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
70
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
10
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
20
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
30
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
40
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
50
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

Loc

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

Loc

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

Loc

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

Loc

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

Loc

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

Loc

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

Loc

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

Loc

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

Loc

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

Loc

Presentation Arc

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
10
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
20
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
30
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
40
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
50
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
60
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

Loc

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

Loc

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

Loc

Presentation Arc

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
10
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
20
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
10
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

Loc

Presentation Arc

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/terseLabel

@attributes

Order
10
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
20
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
30
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
40
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
50
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
60
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

Loc

Presentation Arc

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
10
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
20
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
30
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
40
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/totalLabel

Loc

Presentation Arc

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
10
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
20
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
10
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
10
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
20
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
30
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
40
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

Loc

Presentation Arc

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
10
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
20
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
10
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
10
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
20
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
10
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
20
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
30
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

Loc

Presentation Arc

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
10
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
20
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/label

@attributes

Order
10
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/label

@attributes

Order
20
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/label

@attributes

Order
30
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
10
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
20
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
30
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
40
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
50
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
60
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
70
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
80
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
90
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
10
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
20
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
30
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
40
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
50
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
60
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
70
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
80
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
90
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
100
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
110
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
120
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
130
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
140
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
150
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
160
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
170
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/terseLabel

@attributes

Order
180
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

Loc

Presentation Arc

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
10
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
20
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
30
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
40
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
50
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
60
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
70
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
80
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
90
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/terseLabel

@attributes

Order
100
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
110
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
120
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
130
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
140
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

Loc

Presentation Arc

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
10
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
20
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
30
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
10
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
20
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/label

@attributes

Order
10
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
10
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
20
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
30
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
40
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
50
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
60
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
70
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
80
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
90
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
100
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
110
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
120
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
130
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
140
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
150
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

Loc

Presentation Arc

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/periodStartLabel

@attributes

Order
10
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
20
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
10
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
30
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
40
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
50
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/periodEndLabel

Loc

Presentation Arc

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
10
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
10
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
10
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/label

@attributes

Order
20
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/label

@attributes

Order
30
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
40
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
20
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
10
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
20
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/terseLabel

@attributes

Order
30
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
40
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
50
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
60
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
70
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
80
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
90
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
10
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/terseLabel

@attributes

Order
20
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/terseLabel

@attributes

Order
30
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

Loc

Presentation Arc

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
10
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
20
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
30
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
40
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
50
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
60
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
70
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

Loc

Presentation Arc

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
10
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
10
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
20
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
0
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
10
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
20
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
30
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/terseLabel

@attributes

Order
40
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/terseLabel

@attributes

Order
50
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
60
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
70
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel

@attributes

Order
80
Use
optional
Preferred Label
http://www.xbrl.org/2003/role/verboseLabel
myhs-20120831.xml

Comment

Additional Files
FileSequenceDescriptionTypeSize
0001213900-12-005768.txt   Complete submission text file   3273820
myhs-20120831.xsd 7 EX-101.SCH 35912
a0.jpg 13 GRAPHIC 8867

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