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 June 30, 2015

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ___________ to ___________.

Commission File Number 000- 53337

FLIKMEDIA INC.

(Exact name of registrant as specified in its charter)

Nevada		27-1139744
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)

905 Pacific Avenue, Venice, CA 90291
(Address of Principal Executive Offices including zip code)

(877) 522-2636

(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 [ ]

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 [ ] No [X]

Indicate by check mark if the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.

Large Accelerated Filer [ ]	Accelerated Filer [ ]	Non-Accelerated Filer [ ]	Smaller reporting company [X]
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act). Yes [ ] No [X]

As of August 18, 2015, 46,715,500 shares of the issuer’s common stock, par value $0.001, were outstanding.

TABLE OF CONTENTS

Part I FINANCIAL INFORMATION

ITEM 1	CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	F-1

ITEM 2	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	3

ITEM 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	4

ITEM 4	CONTROLS AND PROCEDURES.	4

Part II OTHER INFORMATION

ITEM 1	LEGAL PROCEEDINGS	5

ITEM 1A.	RISK FACTORS	5

ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	5

ITEM 3	DEFAULTS UPON SENIOR SECURITIES	5

ITEM 4	MINE SAFETY DISCLOSURES	5

ITEM 5	OTHER INFORMATION	5

ITEM 6	EXHIBITS	5

Part I

FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FLIKMEDIA, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30, 2015			December 31, 2014
	(Unaudited)			(Restated)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	957		$	113,176
Prepaid expenses		30,000			60,000
TOTAL CURRENT ASSETS		30,957			173,176

NON-CURRENT ASSETS
Intangible assets, net		-			30,133
Property and equipment, net		8,134			9,369
Goodwill		-			117,224
TOTAL NON-CURRENT ASSETS		8,134			156,726

TOTAL ASSETS	$	39,091		$	329,902

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	291,431		$	147,711
Accounts payable to related parties		181,094			129,730
TOTAL CURRENT LIABILITIES		472,525			277,441

NON-CURRENT LIABILITIES
Convertible notes, net of discount		127,677			9,501
TOTAL NON-CURRENT LIABILITIES		127,677			9,501

TOTAL LIABILITIES		600,202			286,942

STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred stock, $0.001 par value, 5,000,000 shares authorized, none issued and outstanding		-			-
Common stock, $0.001 par value, 75,000,000 shares authorized, 46,715,500 and 45,554,498 shares issued and outstanding, respectively		46,715			45,554
Common stock to be issued		2,100			4,200
Additional paid-in capital		3,724,280			1,403,491
Accumulated deficit		(4,334,206	)		(1,410,285	)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)		(561,111	)		42,960

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	39,091		$	329,902

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

F-1

FLIKMEDIA, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2015 AND 2014

(UNAUDITED)

	Three months ended						Six months ended
	June 30, 2015			June 30, 2014			June 30, 2015			June 30, 2014
Operating Expenses

Research and development	$	5,500		$	73,602		$	82,151		$	136,814
Depreciation and amortization		4,898			13,040			11,929			13,040
Professional fees		663,975			19,216			750,862			32,257
General and administration		340,345			11,645			1,873,716			26,859
Total operating expenses		1,014,718			117,503			2,718,658			208,970
Loss from operations		(1,014,718	)		(117,503	)		(2,718,658	)		(208,970	)

Other Income (Expense)
Interest expense		(36,657	)		(13,386	)		(68,601	)		(13,386	)
Impairment loss		(136,662	)		-			(136,662	)		-
Total Other Expense		(173,319	)		(13,386	)		(205,263	)		(13,386	)

Loss before provision for income taxes		(1,188,037	)		(130,889	)		(2,923,921	)		(222,356	)

Provision for income taxes		-			-			-			-

Net loss	$	(1,188,037	)	$	(130,889	)	$	(2,923,921	)	$	(222,356	)

Net loss per share
Basic	$	(0.026	)	$	(0.004	)	$	(0.064	)	$	(0.007	)
Diluted	$	(0.026	)	$	(0.004	)	$	(0.064	)	$	(0.007	)

Weighted average number of shares used in computing basic and diluted net loss per share:

Basic		45,814,723			32,291,287			45,701,023			32,291,287
Diluted		45,814,723			32,291,287			45,701,023			32,291,287

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

F-2

FLIKMEDIA, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Six months ended
	June 30, 2015			June 30, 2014
Net loss	$	(2,923,921	)	$	(222,356	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		11,929			13,040
Stock based compensation		2,243,600			-
Interest on discount of convertible debt		44,427			1,165
Impairment loss		136,662			-
(Increase) decrease in current assets:
Prepaid expenses		30,000			-
Increase (decrease) in current liabilities:
Accounts payable and accrued expenses		195,084			(6,937	)
Net cash used in operating activities		(262,219	)		(215,088	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		-			(5,087	)
Net cash used by investing activities		-			(5,087	)

CASH FLOWS FROM FINANCING ACTIVITIES
(Purchase) issuance of common stock		-			(63	)
Convertible notes		150,000			362,285
Net cash provided by financing activities		150,000			362,222

Net decrease in cash and cash equivalents		(112,219	)		142,047

Cash and cash equivalents at the beginning of the period		113,176			205

Cash and cash equivalents at the end of the period	$	957		$	142,252

SUPPLEMENTAL DISCLOSURES:

Cash paid during the year for:
Income tax payments	$	-		$	-
Interest payments	$	-		$	-

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

F-3

FLIKMEDIA, INC. AND SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2015

(UNAUDITED)

Note 1 – BASIS OF PRESENTATION AND ORGANIZATION

NATURE OF THE BUSINESS

FlikMedia, Inc. was incorporated in the State of Nevada on July 29, 2009, under the name Go Green Directories, Inc. and changed its name to Crossbox, Inc. on January 15, 2014. On July 7, 2014, in contemplation of its acquisition of Flikdate, Inc., Crossbox changed its name to FlikMedia, Inc. We were a development stage company prior to our acquisition of Flikdate described below. When used in these notes, the terms “Company,” “we,” “our,” or “us” mean FlikMedia, Inc. and Subsidiary.

Flikdate, Inc., was incorporated under the laws of the State of Delaware on November 28, 2012. On April 9, 2013, Flikdate, Inc. merged with Flikdate, LLC. Under the terms of the Merger Agreement, the sole member of Flikdate, LLC received a total of 100 shares of voting common stock of Flikdate, Inc. In addition, pursuant to the agreement, Flikdate, LLC ceased as of April 9, 2013.

On July 24, 2014, FlikMedia acquired Flikdate. Under the terms of the Exchange Agreement, all stockholders of Flikdate received a total of 32,291,287 shares of voting common stock of FlikMedia in exchange for all outstanding shares of Flikdate. Under accounting principles generally accepted in the United States, the share exchange is considered to be a capital transaction in substance, rather than a business combination. That is, the share exchange is equivalent to the issuance of stock by Flikdate for the net monetary assets of FlikMedia accompanied by a recapitalization, and is accounted for as a change in capital structure. Accordingly, the accounting for the share exchange will be identical to that resulting from a reverse acquisition, except no goodwill will be recorded. Under share reverse takeover accounting, the post reverse acquisition comparative historical financial statements of the legal acquirer, FlikMedia are those of the legal acquiree, Flikdate, which is considered to be the accounting acquirer. Share and per share amounts stated have been retroactively adjusted to reflect the merger.

Organization

Flikdate has developed a software application to enable men and women to engage in live video social “dating” interaction on their mobile phones. The technology permits users to go on a virtual date and quickly skip – or “flik” in the parlance of the application - between multiple users. Flikdate is the world’s first real-time video speed dating platform and it anticipates generating revenue in the future from a patented technology which bills users per duration of video session.

Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows for the period ending June 30, 2015, and for all periods presented herein, have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. The results of operations for the periods ended June 30, 2015 are not necessarily indicative of the operating results for the full year. The information included in this Form 10-Q should be read in conjunction with information included in the Company’s annual report on Form 10-K/A for the fiscal year ended December 31, 2014 filed with the U.S. Securities and Exchange Commission on May18, 2015.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of FlikMedia, Inc. and its wholly owned subsidiary Flikdate, Inc. All inter-company accounts and transactions have been eliminated in the preparation of these condensed consolidated statements.

Income Taxes

The Company utilizes the liability method of accounting for income tax. Under the liability method, deferred income tax assets and liabilities are provided based on the difference between the financial statements and tax basis of assets and liabilities measured by the current enacted tax rates in effect for the years in which these differences are expected to reverse.

The Company has adopted accounting standards for the accounting for uncertain income taxes. These standards provide guidance for the accounting and disclosure about uncertain tax positions taken. Management believes that all of the positions taken in its federal and states income tax returns are more likely than not to be sustained upon examination.

F-4

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the condensed consolidated financial statements in the period they are determined.

Research and Development

Research and development expenses include payroll, employee benefits, and other headcount-related expenses associated with product development. Research and development expenses also include third-party development and programming costs, localization costs incurred to translate software for international markets, and the amortization of purchased software code and services content. Such costs related to software development are included in research and development expense until the point that technological feasibility is reached, which for our software products, is generally shortly before the products are put into service. Once technological feasibility is reached, such costs are capitalized and amortized to cost of revenue over the estimated lives of the products. Research and development expense is included as an operating expense.

Debt with Detachable Stock Purchase Warrants and Beneficial Conversion Features

The proceeds received from debt issued with detachable stock purchase warrants is allocated between the notes and the warrants, based upon the relative fair values of the two securities. The difference between the proceeds allocated to the notes and the face value of the notes is recognized as beneficial conversion feature and reflected as a discount from the convertible notes with a corresponding credit to additional paid-in capital. This beneficial conversion feature together with the value of the warrants is amortized to interest expense over the term of the debt instrument, using the effective interest method.

Risks and Uncertainties

The Company is subject to risks from, among other things, competition associated with the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements and technologies and limited operating history.

Contingencies

Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and legal counsel assess such contingent liabilities, and such assessment inherently involves judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought.

If the assessment of a contingency indicates it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed. Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the net assets acquired in a business combination. Goodwill is not amortized but is evaluated for impairment at the reporting unit level annually as of December 31, or more frequently if events or changes in circumstances indicate that impairment may exist.

Effective November 28, 2012, the Company adopted ASU 2011-08, which allows the Company to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. This step serves as the basis for determining whether it is necessary to perform the two-step goodwill impairment test. The two-step test first compares the fair value of the reporting unit to its carrying value. If the fair value exceeds the carrying value, no impairment exists, and the second step is not performed. If the fair value is less than the carrying value, the second step is performed to compute the amount of the impairment by comparing the implied fair value of reporting unit goodwill with the carrying amount of that goodwill. The adoption did not have a material impact on the condensed consolidated financial statements.

The Company determined that goodwill was impaired as of June 30, 2015 and recorded an impairment loss of $117,224.

F-5

Fair Value of Financial Instruments

For certain of the Company’s financial instruments, including cash and equivalents, restricted cash, accounts receivable, accounts payable, accrued liabilities and short-term debt, the carrying amounts approximate their fair values due to their short maturities. ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:

Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815.

As of June 30, 2015 and December 31, 2014, the Company did not identify any assets and liabilities that are required to be presented on the balance sheet at fair value.

Intangible Assets

The Company records identifiable intangible assets at fair value on the date of acquisition and evaluates the useful life of each asset. Finite-lived intangible assets primarily consist of software development capitalized. Finite-lived intangible assets are amortized on a straight-line basis and are tested for recoverability if events or changes in circumstances indicate that their carrying amounts may not be recoverable. These intangibles have useful lives ranging from 1 to 10 years. As of June 30, 2015, all intangible assets were deemed to be impaired.

Recently Issued Accounting Pronouncements

There have been no new accounting pronouncements during the six months ended June 30, 2015 that we believe would have a material impact on our financial position or results of operations.

Going Concern

These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As of June 30, 2015, the Company has no revenue, and has an accumulated deficit of $4,334,206. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 3 – INTANGIBLE ASSETS

Intangible assets consist of the following as of June 30, 2015 and December 31, 2014:

	June 30, 2015			December 31, 2014
Development costs	$	77,000		$	77,000
Trademarks		19,438			19,438
Intangible assets		96,438			96,438
Accumulated amortization		(77,000	)		(66,306	)
Impairment loss		(19,438	)		-
	$	-		$	30,133

Development costs are amortized over 3 years. Amortization expense was $3,663 and $12,833 for the three months ended June 30, 2015 and 2014, respectively. Amortization expense was $10,694 and $12,833 for the six months ended June 30, 2015 and 2014, respectively.

As of June 30, 2015, the Company concluded that all intangible assets including goodwill were impaired. The Company recorded $19,438 in impairment loss for the intangible asset.

F-6

Note 4 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

As of June 30, 2015 and December 31, 2014, accounts payable and accrued expenses consist of the following:

	June 30, 2015		December 31, 2014
Accounts payable	$	244,501	$	163,343
Accrued wages		181,095		81,095
Accrued expenses		18,000		28,250
Accrued interest		28,929		4,753
Total	$	472,525	$	277,441

Note 5 – CONVERTIBLE NOTES

Between October 26 and December 9, 2014, the Company entered into several convertible note agreements totaling $400,000. Terms of the convertible note include interest at the rate of ten percent per annum, compounded annually payable upon maturity with exercise price of $1 per share and the right to convert the note automatically at the next equity financing or upon the event of a corporate transaction prior to full payment of a note or prior to the time when a note may be converted with interest.

In February, March, May and June 2015, the Company entered into convertible note agreements totaling $150,000. Terms of the convertible note include interest at the rate of ten percent per annum, compounded annually payable upon maturity with exercise price of $1 per share and the right to convert the note automatically at the next equity financing or upon the event of a corporate transaction prior to full payment of a note or prior to the time when a note may be converted with interest.

In connection with the issuance of these notes, the Company issued warrants that were recorded as a debt discount at an initial aggregate value of $208,850. The fair value of the beneficial conversion feature of the notes were determined to be $ 255,150. The value of these warrants and beneficial conversion features, along with the value of previously issued warrants, was amortized over the life of the loan.

As of June 30, 2015 and December 31, 2014 outstanding convertible notes payable consisted of the following:

	June 30, 2015			December 31, 2014
Convertible notes, due October – December 2019	$	400,000		$	400,000
Convertible notes, due January - March 2020		125,000			-
Convertible notes, due April – June 2020		25,000			-
Total	$	550,000		$	400,000

Current portion	$	-		$	-
Long term portion		550,000			400,000
Less beneficial conversion feature		(231,242	)		(214,106	)
Less debt Discount		(191,081	)		(176,393	)

	$	127,677		$	9,501

For the three months ended June 30, 2015 and 2014, interest expenses for the convertible loans including discounts for warrants and beneficial conversion feature was $36,657 and $13,386, respectively.

For the six months ended June 30, 2015 and 2014, interest expenses for the convertible loans including discounts for warrants and beneficial conversion feature was $68,601 and $13,386, respectively.

Note 6 – STOCK WARRANT

In connection with the issuance of the $400,000 convertible notes, the Company issued warrants to all the convertible loan holders to purchase an aggregate of 80,000 shares of common stock. The warrants have a conversion price of $1 per share and expires 5 years from the date of the convertible loan. The fair value of the warrants was estimated at $180,550 using a Black-Scholes model with the following assumptions: expected volatility of 165.83% to 171.12%, risk free interest of 1.57% to 1.64%, expected life of 5 years and no dividends. The fair value of the warrants was recorded as equity and a debt discount and will be amortized to interest expense over the term of the loan.

F-7

In connection with the issuance of the $150,000 convertible notes, the Company issued warrants to all the convertible note holders to purchase an aggregate of 30,000 shares of common stock. The warrants have a conversion price of $1 per share and expire 5 years from the date of the convertible loan. The fair value of the warrants was estimated at $34,650 using a Black-Scholes model with the following assumptions: expected volatility of 226% to 238%, risk free interest of 1.28% to 1.65%, expected life of 5 years and no dividends. The fair value of the warrants was recorded as equity and a debt discount and will be amortized to interest expense over the term of the loan.

As of June 30, 2015 and December 31, 2014 outstanding stock warrants consisted of the following:

					Weighted
			Weighted		Average
			Average		Remaining
	Number of		Exercise		Contractual
	Warrants		Price		Term
Balance outstanding, December 31, 2014		80,000	$	1.00		4.88
Granted		30,000		1.00		4.93
Exercised		-		-		-
Forfeited/expired		-		-		-
Balance outstanding, June 30, 2015		110,000	$	1.00		4.48
Exercisable, June 30, 2015		110,000	$	1.00		4.48

Note 7 – STOCK COMPENSATION

On December 18, 2014, the Board of Directors of the Company appointed Mr. David R. Wells, to serve as the Company’s Interim Chief Financial Officer. As compensation for his services, the Company agreed to issue Mr. Wells 450,000 restricted shares of common stock on the date that is 90 days from the date of the employment agreement, and an additional 100,000 restricted shares of common stock to be issued on a quarterly basis in arrears commencing on June 30, 2015 through the end of the initial employment term on December 31, 2016. During the six months ended June 30, 2015, $1,625,000 in fair value was recognized under this award. During the six months ended June 30, 2015, 550,000 shares have been issued under this agreement.

During the six months ended June 30, 2015, the Company issued 611,002 shares of common stock at fair value for $618,600 under three separate consulting agreements.

Note 8 – RELATED PARTY TRANSACTIONS

During the three months ended June 30, 2015 and 2014, the Company contracted services from a related company controlled by shareholders and officers of this Company. Contracted services included development and technology costs and administrative services that amounted to $5,900 and $102,221, respectively.

During the six months ended June 30, 2015 and 2014, the Company contracted services from a related company controlled by shareholders and officers of this Company. Contracted services included development and technology costs and administrative services that amounted to $82,691 and $188,156, respectively.

Note 9 – STOCKHOLDERS’ EQUITY (DEFICIT)

Preferred Stock

The Company has 5,000,000 shares Preferred Stock authorized at a par value of $0.001 and there are no outstanding as of June 30, 2015 and December 31, 2014.

Common Stock

The Company has 75,000,000 shares of Common Stock authorized at a par value of $0.001 as of June 30, 2015 and December 31, 2014. There were 46,715,500 and 45,554,498 shares issued and outstanding as of June 30, 2015 and December 31, 2014, respectively.

During the six months ended June 30, 2015, the Company issued 1,161,002 shares of common stock, including 611,002 shares of common stock issued under three separate consulting agreements, and 550,000 shares of common stock to its CFO.

Dividend Policy

The Company has not yet adopted a policy regarding the payment of dividends and no dividends have been declared.

Note 10 – SUBSEQUENT EVENTS

On August 14, 2015 the Company determined that it no longer has sufficient assets available to meet new obligations or liabilities that may arise after that date. As a result the Company has ceased normal operations pending new sources of working capital to satisfy its day-to-day operations. For the period ended June 30, 2015 the Company has made certain adjustments to the carrying value of its assets to impair to zero, which reflects managements anticipated market value for those assets.

F-8

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis compares our results of operations for the three and six months ended June 30, 2015 to three and six months ended June 30, 2014. This discussion and analysis should be read in conjunction with the condensed consolidated financial statements and notes thereto.

Note About Forward-Looking Statements

This Quarterly Report on Form 10-Q includes statements that constitute “forward-looking statements.” These forward-looking statements are often characterized by the terms “may,” “believes,” “projects,” “intends,” “plans,” “expects,” or “anticipates,” and do not reflect historical facts. Forward-looking statements involve risks, uncertainties and other factors, which may cause our actual results, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. Factors and risks that could affect our results and achievements and cause them to materially differ from those contained in the forward-looking statements include those identified in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014 under Item 1A “Risk Factors”, as well as other factors that we are currently unable to identify or quantify, but that may exist in the future. In addition, the foregoing factors may generally affect our business, results of operations and financial position. Forward-looking statements speak only as of the date the statements were made. We do not undertake and specifically decline any obligation to update any forward-looking statements.

Overview

To date, the Company has had very limited revenues. We have a severe working capital shortage and are actively seeking additional financing to provide the financial resources to market and commercialize our product and services both domestically and internationally. There can be no assurance that the Company will be successful in raising additional capital on terms attractive to it and its shareholders, if at all. Even if such capital becomes available, there can be no assurance that the Company will achieve commercial success with its products and services.

Results of Operations

Three months ended June 30, 2015 compared to three months ended June 30, 2014

The Company reported a net loss of $1,188,037 for the three months ended June 30, 2015 compared to a net loss of $130,889 in the period ended June 30, 2014. There was no revenue for either period reported.

Research and development expenditures were $5,500 for the three months ended June 30, 2015, as compared to $73,602 for the period ended June 30, 2014.

General and administrative expenditures (excluding professional expenditures) were $340,345 for the three months ended June 30, 2015, compared to $11,645 for the period ended June 30, 2014, an increase of $328,700. The increase resulted from the increase in management fees of $310,000, and advertising and marketing expenses of $28,397.

Professional expenditures were $663,975 for the three months ended June 30, 2015, as compared to $19,216 for the period ended June 30, 2014, an increase of $644,759. The increase is the result of additional consulting expense of $636,500, and legal costs of $8,787.

Interest expenditures were $36,657 for the three months ended June 30, 2015, compared to $13,386 for the period ended June 30, 2014. The increase was related to the issuance of convertible notes. Impairment loss as of June 30, 2015 was $136,662.

Six months ended June 30, 2015 compared to six months ended June 30, 2014

The Company reported a net loss of $2,923,921 for the six months ended June 30, 2015 compared to a net loss of $222,356 in the period ended June 30, 2014. There was no revenue for either period reported.

Research and development expenditures were $82,151 for the six months ended June 30, 2015, as compared to $136,814 for the period ended June 30, 2014.

General and administrative expenditures (excluding professional expenditures) were $1,873,716 for the six months ended June 30, 2015, compared to $26,859 for the period ended June 30, 2014, an increase of $1,846,857. The increase resulted from the increase in management fees of $1,769,621, investment bank fees of $15,000, and advertising and marketing expenses of $49,271.

Professional expenditures were $750,862 for the six months ended June 30, 2015, as compared to $32,257 for the period ended June 30, 2014, an increase of $718,605. The increase is the result of additional consulting expense of $660,599, accounting costs of $29,332, and legal costs of $24,161.

Interest expenditures were $68,601 for the six months ended June 30, 2015, compared to $13,386 for the period ended June 30, 2014. The increase was related to the issuance of convertible notes. Impairment loss as of June 30, 2015 was $136,662.

Liquidity and Capital Resources

To finance the Company’s development and operating costs, the Company has obtained funding through the issuance of convertible notes. The total amount of notes received during the six months ended June 30, 2015 was $150,000.

The Company used $262,219 of cash in funding operating activities during the six months ended June 30, 2015, compared to $215,088 of cash in funding operating activities during the period ended June 30, 2014. During the six months ended June 30, 2015, non-cash adjustments included $11,929 related to the depreciation and amortization, $2,243,600 for stock based compensation, $44,427 related to interest on discount on convertible debt, $136,662 in impairment loss, and net changes in operating assets and liabilities of $225,084. During the period ended June 30, 2014, non-cash adjustments included $13,040 related to the depreciation and amortization, $1,165 related to interest on discount and net changes in operating assets and liabilities of $6,937.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company we are not required to provide information required by this Item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s 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 for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our disclosure controls and procedures were designed to provide reasonable assurance that the controls and procedures would meet their objectives.

As required by SEC Rule 13a-15(b), our management carried out an evaluation, with the participation of our Chief Executive and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level.

A material weakness is a control deficiency (within the meaning of the Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 2) or combination of control deficiencies that result in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. Management has identified the following two material weaknesses in our disclosure controls and procedures:

1. We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

2. We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

To address these material weaknesses, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented.

Changes in internal controls

There were no changes in our internal control over financial reporting during the quarter ended June 30, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

As a smaller reporting company we are not required to provide the information required by this Item 1A.

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

There were no unregistered sales of equity securities that were not reported on a Current Report on Form 8-K .

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

The exhibits listed on the Exhibit Index are filed as part of this report.

No.		Description

31.1*		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*		Certification of Chief Executive Officer pursuant to Section 906 Certifications under Sarbanes-Oxley Act of 2002

32.2*		Certification of Chief Financial Officer pursuant to Section 906 Certifications under Sarbanes-Oxley Act of 2002

101.INS*		XBRL Instance Document
101.SCH*		XBRL Taxonomy Extension Schema
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase
101.DEF*		XBRL Taxonomy Extension Definition Linkbase
101.LAB*		XBRL Taxonomy Extension Label Linkbase
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase

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.

Dated: August 18, 2015

	FLIKMEDIA, INC.

	By:	/s/ Nikola Bicanic
	Name:	Nikola Bicanic
	Title:	Chief Executive Officer and President

FlikMedia, Inc. 10-Q