UNITED STATES


SECURITIES AND EXCHANGE COMMISSION




Washington, D.C. 20549




Form 10-Q/A






Amendment No. 1




 QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934




For the quarterly period ended                                                       March 31, 2011


or




[   ]TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934




For the transition period from                                                      __________________  to  ______________________




Commission file number: 000-33933


EXPLORE ANYWHERE HOLDING CORP.(Exact name of small business issuer as specified in its charter)Nevada

88-0319470(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification No.)6150 West 200 South, #3, Wabash, Indiana 46992(Address of principal executive offices)877.539.5644(Issuer’s telephone number)Not Applicable(Former name, former address and former fiscal year, if changed since last report)Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities 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 ]
NOIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company.  See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange ActLarge accelerated filer
[  ]
Accelerated filer
[  ]Non-accelerated filer
[  ]
(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[ X ]
YES
[  ]
NOAPPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.[  ]
YES
[  ]
NOIndicate 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
[  ]
NOAPPLICABLE ONLY TO CORPORATE ISSUERSIndicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.31,923,750  common shares issued and outstanding as of June 15, 2011





















PART I – FINANCIAL INFORMATION




ITEM 1.
FINANCIAL STATEMENTS




Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.























EXPLORE ANYWHERE HOLDING CORPORATION





A DEVELOPMENT STAGE COMPANY





UNAUDITED FINANCIAL STATEMENTS





FOR THE THREE MONTHS ENDED MARCH 31, 2011


























1




















Page(s)Index
2Balance Sheets
3Statement of Operations
4Statements of Cash Flows
5Notes to the Financial Statements
6-23









2




EXPLORE ANYWHERE HOLDING CORPORATIONCONSOLIDATED BALANCE SHEETAS OF MARCH 31, 2011 AND DECEMBER 31, 2010UNAUDITEDExplore Anywhere Holding Corp.    (Audited)

Explore Anywhere Holding Corp. Consolidated   (Unaudited)December 31,

March 31,2010

2011ASSETSCurrent assetsCash and cash equivalents

$                           -

$               5,495Total current assets

-

5,495Non Current AssetsOffice Equipment

-

29,818Furniture and Fixtures

-

14,365Acquisition-related intangible assets

-

20,000Goodwill

-

1,321,884-

1,386,067Less Adjustments and DepreciationImpairment of intangible assets

-

(20,000)Impairment of Goodwill

-

(1,299,884)Accumulated Depreciation

-

(23,657)-

(1,343,541)Total Non-Current Assets

-

42,526Total assets

$                           -

$             48,021LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITYCurrent liabilitiesAccounts payable and accrued expenses

$                      2,022

$             49,011Accrued Interest

-

28,804Convertible Note payable

-

75,000Warrant Liabilities

-

48,165Loan from outside lenders

-

100,000Loan from shareholders

12,100

230Total liabilities (all current)

14,122

301,210Stockholders' (Deficit) EquityCommon stock, $.001 par value; 300,000,000 shares authorized, 31,923,750 shares issued and outstanding at March 31, 2011, 262,500,000 shares issued and outstanding at December 31, 2010

$                   262,500

$             31,924Additional paid-in capital

545,708

1,991,996Accumulated deficit

(822,330)

(2,277,109)Total stockholders' deficit

(14,122)

(253,189)Total liabilities and stockholders' deficit

$                           -

$             48,021See accompanying notes to financial statements
 
  3
  EXPLORE ANYWHERE HOLDING CORPORATIONCONSOLIDATED STATEMENT OF OPERATIONSFOR THE 3 MONTHS ENDED MARCH 31, 2011 AND YEAR ENDED DECEMBER 31, 2010UNAUDITEDExplore Anywhere Holding Corp.    (Audited)

Explore Anywhere Holding Corp. Consolidated (Unaudited)The Year Ended

3 Months EndedDecember 31, 2010

March 31, 2011IncomeRevenues
-

1,796Total Income
-

1,796Cost of Sales
-

-Total Cost of Sales
-

-Gross Margin
-

1,796Operating ExpensesGeneral and administrative
15,616

69,316Impairment loss on acquisition related intangible assets
-

20,000Impairment loss on goodwill


1,299,884Total general and administrative
15,616

1,389,200Selling expense
-

6,471Total Operating Expenses
15,616

1,395,671Total Operating Income / (Loss)
(15,616)

(1,393,875)Interest expense
-

(60,904)Total other income / expense
-

(60,904)Net Income / (Loss)
$                  (15,616)

$         (1,454,778)Net Income (Loss) Per Share
$                      (0.00)

$                 (0.01)Weighted Average Number of Shares Outstanding
262,500,000

131,985,333See accompanying notes to financial statements
 
  4
   EXPLORE ANYWHERE HOLDING CORPORATIONCONSOLIDATED STATEMENT OF CASH FLOWSFOR THE 3 MONTHS ENDED MARCH 31, 2011 AND YEAR ENDED DECEMBER 31, 2010UNAUDITEDThree Months Ended March 31,2011

2010CASH FLOWS FROM OPERATING ACTIVITIESNet Income
$ (1,454,778)

$                 -Adjustments to reconcile net income to net cash used

by operating activities:Depreciation
1,657

-Impairment loss on goodwill
1,299,884

-Impairment loss on acquisition related intangible assets
20,000

-Fair value of common stock warrants
48,165

-Changes in operating assets and liabilities:Accounts payable
8,584

-Accrued expense and other liabilities
(11,220)

-Accrued Interest
12,739

-Net Cash Used By Operating Activities
(74,970)

-CASH FLOWS FROM INVESTING ACTIVITIESNet Cash Provided (Used) By Investing Activities-

-CASH FLOWS FROM FINANCING ACTIVITIESProceeds from convertible promissory notes
75,000

-Repayment of promissory notes
(12,130)

-Repayment of shareholders loan
(35,000)

-Issuance of common stocks
52,595

-Net Cash Provided By Financing Activities
80,465

-Net Increase (Decrease) in Cash and cash equivalents
5,496

-CASH AT BEGINNING OF PERIOD
-

1,494CASH AT END OF PERIOD
$           5,496

$          1,494Supplemental Cash Flow Information:Cash Paid for Interest
$                 -

$                 -Supplemental Non-Cash Investing and Financing Activities:Forgiven Note Payable in connection with the transfer of common stock
$                 -

$        72,791See accompanying notes to financial statements


5
 EXPLORE ANYWHERE HOLDING CORP.
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 For the three months ended March 31, 2011
   NOTE A – DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 
 Business
 ExploreAnywhere, Inc. (“Company”), formerly known as ExploreAnywhere Software, LLC, is a privately held corporation incorporated in the state of Nevada, United States.  Originally founded in August of 2002, the Company specializes in computer monitoring solutions for parents, corporations, and educational facilities.
 
 On November 6, 2007, the Company filed Articles of Conversion from ExploreAnywhere Software, LLC a New Hampshire Jurisdiction to ExploreAnywhere, Inc. a Nevada Corporation.  A plan of conversion has been adopted by the constituent entity in compliance with law of the Jurisdiction governing the constituent entity.
 
 On December 20, 2010, the Company entered into a Share Exchange Agreement with Explore Anywhere Holding Corporation (formerly known as PorFavor Corporation) a publicly traded Nevada Corporation, whereby Explore Anywhere Holding Corporation will acquire from the Shareholders all the issued and outstanding shares of ExploreAnywhere, Inc. in exchange for 2,613,750 shares of Explore Anywhere Holding Corporation’s common stock.  On February 4, 2011, the Company completed this transaction, and the Company became a wholly-owned subsidiary of Explore Anywhere Holding Corporation. Explore Anywhere Holding Corporation intends to file the Company’s last two fiscal years of audited financial statements and pro forma financial statement showing the effects of the acquisition and other information regarding the Company on a Form 8-K.  Explore Anywhere Holding Corporation signed a waiver agreeing to complete the merger while the independent audit of ExploreAnywhere, Inc. is being completed.  Management anticipates completing the audit, on schedule, by the end of March.
 
 Business Combination
 On February 4, 2011, Explore Anywhere Holding Corporation (formerly known as PorFavor Corporation), a Nevada corporation (Pink Sheets:PFVR.pk - News), completed the acquisition of the assets, including the website, intellectual property, core technologies such as IP, R&D, and customer relations, etc and assumed the liabilities from Explore Anywhere, Inc.  In connection with the acquisition, the Company issued 2,613,750 shares of its common stock, with a fair market value of $1,163119. For details of the acquisition refer to Note E on “Business Combinations,” of Notes to Consolidated Financial Statements below for detail.
 
 Effective February 9, 2011, the Board of Directors elected Mr. Oliver Nelson as CEO of the Company.
  
 6
 EXPLORE ANYWHERE HOLDING CORP.
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 For the three months ended March 31, 2011
 Basis of Consolidation and Presentation
 The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported period. Actual results could differ from those estimates. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that (1) recorded transactions are valid; (2) all valid transactions are recorded and (3) transactions are recorded in the period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the company for the respective periods being presented.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. These Condensed Consolidated Financial Statements should be read in conjunction with the stand alone Financial Statements and the notes thereto, of PorFavor Corporation and ExploreAnywhere Inc. for the year ended December 31, 2010.
 
 Use of Estimates
 The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses. Actual results could differ from these estimates.
 
 Revenue Recognition
 For internet sale, the Company recognizes revenue upon the online distribution of products to customers.  There is no technical support or warranty associated with the sale of its online software.  If the customers have any problems with its software that cannot be easily resolved, the Company will fully refund it. For retail sale, the Company recognizes revenue upon the shipment of products to retailer and records provisions for discounts to customers based on the terms of sale in the same period in which the related sales are recorded.
 
 Property and Equipment
 Property and equipment are carried at cost, less accumulated depreciation and amortization. Major improvements are capitalized, while repair and maintenance are expensed when incurred. Renewals and betterments that materially extend the life of the assets are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in income for the period.
 
 7
 EXPLORE ANYWHERE HOLDING CORP.
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 For the three months ended March 31, 2011
 Depreciation is computed for financial statement purposes on a straight-line basis over estimated useful lives of the related assets. The estimated useful lives of depreciable assets are:
 
 Estimated Useful LivesOffice Equipment
5-10 yearsFurniture
5-7 yearsShop tools
5-7 yearsVehicles
5-10 years
 For federal income tax purposes, depreciation is computed under the modified accelerated cost recovery system. For book purposes, depreciation is computed under the straight-line method.
 
  Goodwill and acquisition related intangible assets
  The Company allocates the purchase price of acquired companies to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. Such allocations require management to make significant estimates and assumptions, especially with respect to intangible assets.
  The Company reviews the carrying values of long-lived assets whenever events and circumstances, such as reductions in demand, lower projections of profitability, significant changes in the manner of our use of acquired assets, or significant negative industry or economic trends, indicate that the net book value of an asset may not be recovered through expected undiscounted future cash flows from its use and eventual disposition. If this review indicates that there is impairment, the impaired asset is written down to its fair value, which is typically calculated using: (i) quoted market prices and/or (ii) discounted expected future cash flows. The Company estimates regarding future anticipated revenue and cash flows, the remaining economic life of the products and technologies, or both, may differ from those used to assess the recoverability of assets. In that event, impairment charges or shortened useful lives of certain long-lived assets may be required, resulting in a reduction in net income or an increase to net loss in the period when such determinations are made.
  Critical estimates in valuing certain intangible assets include, but are not limited to: future expected cash flows from customer contracts, customer lists, distribution agreements, and acquired developed technologies and patents and the expected costs to develop the in-process research and development into commercially viable products and estimating cash flows from the projects when completed. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable.
 
 8
 EXPLORE ANYWHERE HOLDING CORP.
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 For the three months ended March 31, 2011
 During the year that ended March 31, 2011, management recognized that the existing core technology that the Company purchased from ExploreAnywhere, Inc. in February 2011 was not designed to be used in newly evolving major Internet applications such as Facebook, Twitter, and others. Moreover, its competitors have many more features than the existing software developed by ExploreAnywhere, Inc.  Also, the Company’s new software products, currently under development, are not yet ready for market and have missed expected software release dates. Since there is no certainty or guarantee that development can be completed or that there will be market acceptance if ever completed, no value can be attributed to these new products under development.  As a result, the management recognized that the existing software has highly limited potential for future revenues and that no value can be attributed to the new products under development because there is no certainty or guarantee that development can be completed or that there will be market acceptance if ever completed.  The Company recognized a $20,000 “Impairment loss on acquisition-related intangible assets” at ExploreAnywhere, Inc., under Selling, general and administrative in the Consolidated Statement of Operations for the quarter that ended March 31, 2011.  Refer to Note J, “Goodwill and Intangible Assets,” of Notes to Consolidated Financial Statements for details.
 
 Goodwill acquired during the quarter that ended March 31, 2011 represents the goodwill of $1,321,884 related to the acquisition of the business from ExploreAnywhere, Inc. Refer to Note E “Business Combination” of the Notes to Consolidated Financial Statements for details.
 
 Goodwill is measured and tested for impairment on an annual basis in the fourth quarter of each year in accordance with the Accounting Standards Codification No. 350 (“ASC 350”), Intangibles–Goodwill and Other, or more frequently if we believe indicators of impairment exist. Triggering events for impairment reviews may include adverse industry or economic trends, restructuring actions, lower projections of profitability, or a sustained decline in market capitalization. The performance of the test involves a two-step process. The first step requires comparing the fair value of the each of our reporting units to its net book value, including goodwill. The Company has one reporting unit. A potential impairment exists if the fair value of the reporting unit is lower than its net book value. The second step of the process is only performed if a potential impairment exists, and it involves determining the difference between the fair values of the reporting unit’s net assets other than goodwill to the fair value of the reporting unit and if the difference is less than the net book value of goodwill, impairment exists and is recorded.
 
 During the quarter year that ended March 31, 2011, the Company evaluated the viability of the software developed by ExploreAnywhere, Inc. The Company’s decision to recognize only the nominal value as to the existing software developed by ExploreAnywhere, Inc. due to the lack of competition in the market, lack of demand, and its lack of design for use in major Internet applications such as Facebook, Twitterand others.  Furthermore, management recognized that no future value or revenue is certain or can be guaranteed to be gained from the software being currently developed by ExploreAnywhere, Inc. The Company considered this change as a triggering event and performed an interim impairment test of goodwill in accordance with ASC 350 as of March 31, 2011.  Based on the results of the first step of the goodwill analysis, it was determined that ExploreAnywhere, Inc.’s net book value exceeded its estimated fair value as there is only highly limited potential for future revenue generated from the ExploreAnywhere, Inc.’s software. As a result, the Company performed the second step of the impairment test to determine the implied fair value of goodwill. Under step two, the difference between the estimated fair value of ExploreAnywhere, Inc. and the sum of the fair value of the identified net assets result in the residual value of goodwill. The results of step two of the goodwill analysis indicated that only $22,000 implied value attributable to goodwill and accordingly, the Company recognized a $1,299,884 “Impairment Loss on Goodwill” under General and Administrative in the Consolidated Statements of Operations for the quarter ended March 31, 2011.  Refer to Note J “Goodwill and Intangible Assets” of the Notes to Consolidated Financial Statements for details.
 
 9
 EXPLORE ANYWHERE HOLDING CORP.
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 For the three months ended March 31, 2011
 
 Cash and Cash Equivalents
 Cash and cash equivalents include highly liquid investments, primarily money market mutual funds, with maturities of three months or less at the time of purchase.
 
 
 Accounts Receivable
 The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of the Company’s customers to make payments.  The Company periodically reviews these allowances, including an analysis of the customers’ payment history and information regarding the customers’ creditworthiness. There is no Accounts Receivable as of March 31, 2011.
 
 Allowance for Doubtful Accounts
 The Company maintains allowances for doubtful accounts relating to estimated losses resulting from customers being unable to make required payments.  Allowances for doubtful accounts are based on historical experience and known factors regarding specific customers and the industries in which those customers operate.  If the financial condition of the Company’s customers were to deteriorate, resulting in their ability to make payments being impaired, additional allowances would be required.
 
 Fair Value of Financial Instruments
 Currently, the Company’s financial instruments consist principally of cash and cash equivalents and accounts payable. Pursuant to ASC 820, Fair Value Measurements (“ASC 820”), the fair value of its cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all of its other financial instruments approximate their recorded values because of their nature and respective maturity dates or durations.
 
 Concentrations of Credit Risk
 Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company maintains cash and cash equivalents with high quality financial institutions.
 
 Inventory
 Inventories are computed using the lower of cost or market, which approximates actual cost on a first-in-first-out basis. The Company writes down its inventory value for estimated obsolescence equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. These factors are impacted by market and economic conditions, technology changes, new product introductions and changes in strategic direction and require estimates that may include uncertain elements. Actual demand may differ from forecasted demand, and such differences may have a material effect on recorded inventory values. There was no inventory as of March 31, 2011.
 
 Cost of Goods Sold
 Cost of Goods Sold includes all software consulting costs, packaging & cases, licensing, and customer charge back, and those indirect costs related to software production. Selling, general and administrative costs are charged to expense as incurred.
 
 10
 EXPLORE ANYWHERE HOLDING CORP.
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 For the three months ended March 31, 2011
 Advertising
 Advertising expenses are recorded as general and administrative expenses as incurred. These expenses amounted to $6,471 for the quarter ended March 31, 2011.
 
 Research and Development
 The Company capitalizes any development or programmer fees according to ASC 985-20 when the software development stage reaches the feasibility period.  When the software products are ready for sale in the market, the Company expenses the associated development or programmer fees under Research and Development reflected under the statement of operations in our financial statements.
 
 
 Stockholders’ Equity
 The Company had authorized three hundred Million 300,000,000 shares of common stock with a par value of $0.001 and 31,923,750 shares of common stock have been issued and total outstanding as of March 31, 2011. See Note I, “Common Stock” of Notes to Consolidated Financial Statements for detail.
 
 Warrants Liabilities
 The Company has issued warrants to purchase shares of its common stock in connection with convertible notes. The Company records a debt discount related to the warrants upon issuance, and amortizes this debt discount over the life of the notes. In addition, the Company remeasures the warrants at each reporting period to record their fair value.  See Note H, “Notes Payable” of Notes to Consolidated Financial Statements for detail.
 
 Income Taxes
 The Company recognizes the tax effects of transactions in the year in which such transactions enter into the determination of net income, regardless of when reported for tax purposes.
 
 Net Income (loss) per Share
 Basic net income (loss) per share is computed by dividing net income by the weighted average number of shares of common stock outstanding for the reporting period. Diluted net income (loss) per share is computed by dividing net income by the combination of dilutive common share equivalents, comprised of shares issuable under the Company’s stock-based compensation plans and the weighted average number of shares of common stock outstanding during the reporting period. Dilutive common share equivalents include the dilutive effect of in-the-money options to purchase shares, which is calculated based on the average share price for each period using the treasury stock method. Under the treasury stock method, the exercise price of an option, the amount of compensation cost, if any, for future service that the Company has not yet recognized, and the amount of estimated tax benefits that would be recorded in paid-in capital, if any, when the option is exercised are assumed to be used to repurchase shares in the current period.
 
 Reclassifications
 Certain financial statement items have been reclassified to conform to the current year’s presentation. These reclassifications had no impact on previously reported net loss.
 
 11
 EXPLORE ANYWHERE HOLDING CORP.
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 For the three months ended March 31, 2011
 Recently Issued Accounting Pronouncements
 In December 2010, the FASB updated its guidance related to when to perform step two of the goodwill impairment test for reporting units with zero or negative carrying amounts. The updated guidance requires that for any reporting unit with a zero or negative carrying amount, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that impairment may exist. The updated guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2010. The Company’s adoption did not have a material impact on its consolidated results of operations or financial condition.
 
 In December 2010, the FASB updated its guidance related to disclosure of supplementary pro forma information for business combinations. The updated guidance requires that if comparative financial statements are presented, the pro forma revenue and earnings of the combined entity for the comparable prior reporting period should be reported as though the acquisition date for all business combinations that occurred during the current year had been as of the beginning of the comparable prior annual reporting period only. The updated guidance is effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010, with early adoption permitted. The Company’s adoption did not have an impact on its consolidated results of operations or financial condition as the updated guidance only affects disclosures related to future business combinations.
 
  In October 2009, the Financial Accounting Standards Board (“FASB”) amended the accounting standards for revenue recognition to remove tangible products containing software components and non-software components that function together to deliver the product’s essential functionality from the scope of industry specific software revenue recognition guidance. In October 2009, the FASB also amended the standards for multiple deliverable revenue arrangements to:
 
 (i)
provide updated guidance on whether multiple deliverables exist, how the deliverables in an arrangement should be separated, and how the arrangement consideration should be allocated among its elements;
 
 (ii)
require an entity to allocate the revenue using estimated selling prices (ESP) of the deliverables if there is no vendor specific objective evidence (VSOE) or third party evidence of selling price (TPE); and
 
 (iii)
Eliminate the use of the residual method and require an entity to allocate revenue using the relative selling price method.
  This new accounting guidance became applicable to the Company beginning the first quarter of its year 2011. The Company adopted this guidance for transactions that were entered into or materially modified on or after January 1, 2011 using the prospective basis of adoption.
 
 
 12
 EXPLORE ANYWHERE HOLDING CORP.
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 For the three months ended March 31, 2011
 NOTE C - BALANCE SHEET COMPONENTS
 
 The following table provides details of selected balance sheet components:
 
 PROPERTY AND EQUIPMENT, net:
 
 The carrying values of fixed assets as of March 31, 2011 were as follows:
 
 Office Equipment

$29,818Furniture and Fixtures

14,36544,183Less Adjustments and DepreciationAccumulated Depreciation

(23,657)(20,526)
 
 Depreciation expense is $1, 657 for the three months ended March 31, 2011.
 
 
 
 NOTE D - FAIR VALUE MEASUREMENTS
 The Company follows applicable accounting guidance for its fair value measurements. The guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The guidance establishes three levels of inputs that may be used to measure fair value:
 
 Level 1— Quoted prices in active markets for identical assets or liabilities.
 
 Level 2— Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data substantially for the full term of the assets or liabilities.
 
 Level 3— Unobservable inputs to the valuation methodology that is significant to the measurement of fair value of assets or liabilities.
 
 13
 EXPLORE ANYWHERE HOLDING CORP.
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 For the three months ended March 31, 2011
 Determination of fair value
 
 Cash equivalents are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices.
 
 Assets Measured at Fair Value on a Recurring Basis
 As of March 31, 2011, none of the Company’s cash balances were invested in financial instruments. The following table presents the Company’s financial assets and liabilities that are measured at fair value on a recurring basis which were comprised of the following types of instruments as of March 31, 2011:
 
 As of March 31, 2011Fair Value


Level 1


Level 2


Level 3Cash and cash equivalents:Cash (1)

$
5,495


$ 5,495
 
 (1)

Included in Cash and cash equivalents on the Company’s Condensed Consolidated Balance Sheets. (1)

Included in Cash and cash equivalents on the Company’s Condensed Consolidated Balance Sheets.
 
  Cash equivalents are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices. The types of instruments valued based on quoted market prices in active markets include money market securities. The Company reviewed its financial and non-financial assets and liabilities for the three months ended that March 31, 2011 and concluded that there were no material impairment charges during each of these periods.
 
 
 NOTE E - BUSINESS COMBINATIONS
 
  Business Combination
  On February 4, 2011, the Company acquired ExploreAnywhere, Inc., a privately-held company based in Boston, MA that designed and developed a software monitoring product (“Spybuddy”), which can be used in the fourth quarter of 2011.  The acquisition of Explore is expected to expand and enhance the Company to increase the market share of the software security sector. In connection with the acquisition, the Company issued 2,613,750 shares of its common stock at $0.445, representing 100% of its outstanding common stock, for a total purchase price of approximately $1,163,120. The goodwill from the acquisition is deductible for tax purposes. The purchase price was allocated to tangible and intangible assets and liabilities assumed, based on their estimated fair values as follows:
 
 14
 EXPLORE ANYWHERE HOLDING CORP.
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 For the three months ended March 31, 2011
  Tangible assets


$22,183Goodwill


1,321,884Intangible assets


20,000Liabilities assumed


(200,947)$1,163,120
   The unaudited pro forma financial information in the table below summarizes the combined results of operations for the Company and ExploreAnywhere as though the companies were combined as of the beginning of year 2011. The pro forma financial information for all periods presented also includes the business combination accounting effects resulting from the acquisition, including amortization charges from acquired intangible assets, adjustments to interest expenses for certain borrowings and exclusion of acquisition-related expenses and the related tax effects as though the companies were combined as of the beginning of the year 2011. The pro forma financial information as presented below is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of the year 2011.
  
 (Unaudited)Three Months EndedMarch 312011

2010Total revenue

$1,796


0Net loss

(1454,778)


0Basic and diluted earnings per share

(0.01)


0
 
 
 NOTE F – INCOME TAXES
 
 The Company accounts for its income taxes in accordance with ASC 740, Accounting for Income Taxes, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry-forwards.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date.
 
 EXPLORE ANYWHERE HOLDING CORP.
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 For the three months ended March 31, 2011
 Provision for Income Taxes
 
 Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial statement purposes and the amounts used for income tax purposes.  Significant components of the Company’s deferred tax liabilities and assets as of March 31, 2011 are as follows:
 
 Deferred tax assets:
2011Net operating loss
$1,454,778Income tax rate
34%494,624Less valuation allowance
(494,624)$                   -
 
 Through December 31, 2009, a valuation allowance has been recorded to offset the deferred tax assets, including those related to the net operating losses.  During the three months ended March 31, 2011, the Company determined that it was more likely than not that it would not realize its deferred tax assets and a valuation allowance was recorded.  At March 31, 2011, the Company had approximately $1,454,778 of federal and state net operating losses respectively.
 
 
 
 
 Reconciliations of the U.S. federal statutory rate to the actual tax rate follows for the three months ended March 31, 2011 is as follows:
 
  U.S. Federal statutory income tax rate
34%State tax - net of federal benefit
0%34%Increase in valuation allowance
(34%)Effective tax
0%
 Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry-forwards for Federal income tax reporting purposes are subject to annual limitations.
 
 
 NOTE G – RELATED PARTY TRANSACTIONS
 
 On November 6, 2007, the Company filed Articles of Conversion from ExploreAnywhere Software, LLC, New Hampshire Jurisdiction, to ExploreAnywhere, Inc., Nevada Corporation. A plan of conversion has been adopted by the constituent entity in compliance with law of the Jurisdiction governing the constituent entity.
 
 On December 19, 2008, Bryan Hammond, an officer of the Company, obtain American Express Gold card for operating expenses throughout years of operations.  The credit card had a balance of $270 at March 31, 2011.
 
 On June 16, 2009, the Company has a related-party loan from Mark Hammond, an officer of the Company, with non-interest bearing totaled $230 as of March 31, 2011 and December 31, 2010. There was no formal agreement for these unsecured advances which are due on demand.
 
 
 16
 EXPLORE ANYWHERE HOLDING CORP.
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 For the three months ended March 31, 2011
 NOTE H – NOTES PAYABLE
 
 On July 6, 2007, the Company has an unsecured convertible promissory note from Amalfi Coast Capital in the amount of $50,000 at 8% simple annual interest rate and at a conversion price of $0.05 per share.  The principal balance with accrued interest of this note shall originally be payable on February 6, 2009.  As of March 31, 2011, the outstanding balance with accrued interest was $70,910.  No interest was paid as of March 31, 2011.
 
 On March 9, 2010, the Company has an unsecured promissory note in the amount of $7,500 at 8% simple annual interest rate.  The principal balance with accrued interest of this note shall be payable on March 31, 2011.  As of March 31, 2011, the outstanding balance with accrued interest was $7,648.  No interest was paid as of March 31, 2011.
 
 On March 23, 2010, the Company has an unsecured convertible promissory note from Amalfi Coast Capital in the amount of $25,000 at 8% simple annual interest rate and at a conversion price of $0.05 per share.  The principal balance with accrued interest of this note shall be payable on March 31, 2011.  As of March 31, 2011, the outstanding balance with accrued interest was $25,493.  No interest was paid as of March 31, 2011.
 
 On December 3, 2010, the Company has an unsecured promissory note in the amount of $10,000 at 8% simple annual interest rate.  The principal balance with accrued interest of this note shall be payable on March 31, 2011.  As of March 31, 2011, the outstanding balance with accrued interest was $10, 197.  No interest was paid as of March 31, 2011.
 
 On December 29, 2010, the Company has an unsecured promissory note in the amount of $7,500 at 8% simple annual interest rate.  The principal balance with accrued interest of this note shall be payable on March 31, 2011.  As of March 31, 2011, the outstanding balance with accrued interest was $7, 648.  No interest was paid as of March 31, 2011
 
 On January 24, 2011, the Company has an unsecured convertible promissory note from Amalfi Coast Capital in the amount of $10,000 at 8% simple annual interest rate and at a conversion price of $0.05 per share.  The principal balance with accrued interest of this note shall be payable on January 24, 2012.  As of March 31, 2011, the outstanding balance with accrued interest was $10, 145.  No interest was paid as of March 31, 2011.
 
 On January 28, 2011, the Company has an unsecured convertible promissory note from Amalfi Coast Capital in the amount of $25,000 at 8% simple annual interest rate and at a conversion price of $0.05 per share.  The principal balance with accrued interest of this note shall be payable on January 28, 2012.  As of March 31, 2011, the outstanding balance with accrued interest was $25, 340.  No interest was paid as of March 31, 2011.
 
 On February 9, 2011, the Company has an unsecured convertible promissory note from Amalfi Coast Capital in the amount of $25,000 at 8% simple annual interest rate and at a conversion price of $0.05 per share.  The principal balance with accrued interest of this note shall be payable on February 09, 2012.  As of March 31, 2011, the outstanding balance with accrued interest was $25, 274.  No interest was paid as of March 31, 2011.
 
 On March 17, 2011, the Company has an unsecured convertible promissory note from Amalfi Coast Capital   in the amount of $15,000 at 8% simple annual interest rate.  The principal balance with accrued interest of this note shall be payable on March 17, 2012.  As of March 31, 2011, the outstanding balance with accrued interest was $15, 046.  No interest was paid as of March 31, 2011.
 
  17
 EXPLORE ANYWHERE HOLDING CORP.
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 For the three months ended March 31, 2011
 Explore Anywhere Holding Corp., Convertible Note.
   On January 24, 2011, the Company had unsecured convertible promissory notes from Amalfi Coast Capital in the total amount of $75,000 at 8% simple annual interest rate with a conversion price of $.05 per share.  At the time the convertible promissory notes were issued, the stock value of the current fair market valued greater than the proceeds of the convertible promissory notes.  Accordingly, we recorded a current fair market value of $0.26 per share in January 24, 2011 and $0.24 per share on March 31, 2011, which are greater than the convertible promissory note with a conversion option of $0.05 per share.
  Conversion Rights:
 Conversion of the notes is at the election of the Note holder upon the occurrence of an Event of Default. The holder of the note shall have the option to convert the outstanding principal amount and all other sums payable under the Note into fully paid and non-assessable shares of Maker's common stock by dividing the principal amount under such Note surrendered for conversion by the conversion price in effect at such time. Events of Default are defined to be (1) failure to make required payments (failure by the Company to pay the principal of the Note within five (5) business days following the date when due), (2) Voluntary Bankruptcy, and (3) Involuntary Bankruptcy.
 
 As of January 24, 2011 the fair value of the shares underlying the convertible promissory note to Explore Anywhere Holding during 2011 was estimated to be $75,000 using the Black-Scholes pricing model with a volatility of 0.00% and the following assumptions: no dividend yield, an exercise price of $0.05 per share, a $0.26 current price of the underlying per share as of February 24, 2011, and a risk-free interest rate of 0.00%. As of March 31, 2011, the fair value of the shares underlying the convertible promissory note issued to Explore Anywhere Holding was estimated to be a total of $75,000 using the Black-Scholes pricing model with a volatility of 0.00% and the following assumptions: no dividend yield, an exercise price of $0.05 per share, a $0.24 current price of the underlying per share, and a risk-free interest rate of 0.00%. In accordance with ASC 470-20, Debt with conversions and other options, the proceeds from the notes were allocated based on the relative fair values of the notes without the warrants issued in conjunction with the notes and the value of the warrants themselves at the time of issuance. Additionally, as a result of issuing the warrants with the convertible promissory notes, a beneficial conversion charge was recorded as a debt discount on each note reflecting the incremental intrinsic value benefit totaling $75,000 at the time of each issuance provided to ExploreAnywhere Holding in connection with the Convertible Note up to and including March 31, 2011. The debt discounts are amortized as interest expense over the life of the notes. The Company recorded interest expense in the amounts of $48,165 and $0 for the three months that ended March 31, 2011 and 2010, respectively.
 
 The following is the summary of the notes payable with related accrued interest as of 3/31/2011:
 Adjusted
Date of Note
Interest Rate
2011 Interest
Balance
Materiality Date50,000.00
07/06/07
8%
10,947.95
70,909.59
2/6/20097,500.00
03/09/10
8%
147.95
7,647.95
3/31/201125,000.00
03/23/10
8%
493.15
25,493.15
3/23/201110,000.00
12/03/10
8%
197.26
10,197.26
3/31/20117,500.00
12/29/10
8%
147.95
7,647.95
3/31/201110,000.00
01/24/11
8%
144.66
10,144.66
1/24/201225,000.00
01/28/11
8%
339.73
25,339.73
1/28/201225,000.00
02/09/11
8%
273.97
25,273.97
2/9/201215,000.00
03/17/11
8%
46.03
15,046.03
3/17/2012$ 175,000.00


$   12,738.63
$ 197,700.27
 
 18
 EXPLORE ANYWHERE HOLDING CORP.
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 For the three months ended March 31, 2011
 NOTE I – COMMON STOCK
 
 Following is the activity for the Company’s shares of common stock during the three months ended March 31, 2011:
  SharesShares outstanding January 1, 2011
262,500,000Issued February 4, 2011
2,613,750Retired February 9, 2011
(233,190,000)Shares outstanding March 31, 2011
31,923,750
 
  On February 04, 2011, the Company has acquired ExploreAnywhere, Inc. assets and core technologies such as IP, R&D, and customer relations, etc. and issue 2,613,750 shares of stock to Explore Anywhere, Inc, refer to NOTE E ”Business Combination” above for detail.  On February 09, 2011, Fernando Garcia, Director, has retired 233,190,000 of its common stock.
 
 
 
 NOTE J- GOODWILL AND INTANGIBLE ASSETS
 
 Goodwill and impairment
 The following table presents goodwill balances and the movements during the quarter ended March 31, 2011:
 
 Balance as of December 31, 2010

$Goodwill acquired


1,321,884Impairment charge


(1,299,884)Balance as of March 31, 2011

$
22,000
 
 
 As discussed above, goodwill acquired during the quarter ended March 31, 2011 represents the goodwill of $1,321,884 related to the acquisition of the business from ExploreAnywhere, Inc. Refer to Note E “Business Combination” of the Notes to Consolidated Financial Statements for details.
 
 During the quarter year that ended March 31, 2011, the Company evaluated the viability of the software developed by ExploreAnywhere, Inc. The Company’s decision to recognize only nominal value as to the existing software developed by ExploreAnywhere, Inc. due to the lack of competition in the market, lack of demands, lack of design for use in major Internet applications such as Facebook, Twitter and others.  Furthermore, management recognized that no future value or revenues are certain or can be guaranteed to be acquired from the software being currently developed by ExploreAnywhere, Inc. The Company considered this change as a triggering event and performed an interim impairment test of goodwill in accordance with ASC 350 as of March 31, 2011.
  
 19
 EXPLORE ANYWHERE HOLDING CORP.
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 For the three months ended March 31, 2011
 Goodwill is measured and tested for impairment on an annual basis in the fourth quarter in accordance with the Accounting Standards Codification No. 350 (“ASC 350”), Intangibles–Goodwill and Other, or more frequently if we believe indicators of impairment exist. Triggering events for impairment reviews may include adverse industry or economic trends, restructuring actions, lower projections of profitability, or a sustained decline in market capitalization. The performance of the test involves a two-step process. The first step requires comparing the fair value of the each of our reporting units to its net book value, including goodwill. We have one reporting unit. A potential impairment exists if the fair value of the reporting unit is lower than its net book value. The second step of the process is only performed if a potential impairment exists, and it involves determining the difference between the fair values of the reporting unit’s net assets other than goodwill to the fair value of the reporting unit and if the difference is less than the net book value of goodwill, impairment exists and is recorded.
 
 Based on the results of the first step of the goodwill analysis, it was determined that ExploreAnywhere, Inc.’s net book value exceeded its estimated fair value as there is only highly limited potential for  future revenue generated from the ExploreAnywhere, Inc.’s software. As a result, the Company performed the second step of the impairment test to determine the implied fair value of goodwill. Under step two, the difference between the estimated fair value of ExploreAnywhere, Inc. and the sum of the fair value of the identified net assets results in the residual value of goodwill. The results of step two of the goodwill analysis indicated that there would be only $22,000 implied value attributable to goodwill and accordingly, the Company recognized a goodwill impairment charge of $1,299,884 under “Impairment loss on goodwill” under selling, general and administrative expenses in the Consolidated Statements of Operations for the quarter ended March 31, 2011.
 
 Acquisition related intangible assets
 
 The carrying values of the Company’s amortized acquired intangible assets as of the quarter ended March 31, 2011 are as follows:
 
 31-Mar-11AccumulatedAmortization andGross

Write-off

NetCustomer relationships


20,000


(20,000)


0Total

$
20,000

$
(20,000)

$
0
 
  The Company allocates the purchase price of acquired companies to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. Such allocations require management to make significant estimates and assumptions, especially with respect to intangible assets.
  The Company reviews the carrying values of long-lived assets whenever events and circumstances, such as reductions in demand, lower projections of profitability, significant changes in the manner of our use of acquired assets, or significant negative industry or economic trends, indicate that the net book value of an asset may not be recovered through expected undiscounted future cash flows from its use and eventual disposition. If this review indicates that there is impairment, the impaired asset is written down to its fair value, which is typically calculated using: (i) quoted market prices and/or (ii) discounted expected future cash flows. The Company estimates regarding future anticipated revenue and cash flows, the remaining economic life of the products and technologies, or both, may differ from those used to assess the recoverability of assets. In that event, impairment charges or shortened useful lives of certain long-lived assets may be required, resulting in a reduction in net income or an increase to net loss in the period when such determinations are made.
  20
 EXPLORE ANYWHERE HOLDING CORP.
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 For the three months ended March 31, 2011
 Critical estimates in valuing certain intangible assets include, but are not limited to: future expected cash flows from customer contracts, customer lists, distribution agreements, acquired developed technologies and patents; expected costs to develop the in-process research and development into commercially viable products and estimating cash flows from the projects when completed. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable.
 
 During the year ended March 31, 2011, management recognized that the existing core technology that the Company purchased from Explore Anywhere, Inc. in February 2011 was not designed to be used in newly evolving major Internet applications such as Facebook, Twitter, and others. And the competitors have much more features than the existing software developed by Explore Anywhere, Inc.  Also the new software products, currently under development, are not yet ready for market and have missed expected software release dates. Since there is no certainty or guarantee that development can be completed or that there will be market acceptance if ever completed, no value can be attributed to these new products under development.  As a result, the management recognized that the existing software has highly limited potential for future revenues and that no value can be attributed to the new products under development because there is no certainty or guarantee that development can be completed or that there will be market acceptance if ever completed. The Company recognized a $20,000 “Impairment loss on acquisition-related intangible assets” at Explore Anywhere, Inc., under “Selling, general and administrative” in the Consolidated Statement of Operations for the quarter that ended March 31, 2011.
 
 
 
 NOTE K – SEGMENT INFORMATION
 
 The Company is organized as, and operates in, one reportable segment: the development and sale of specialty respiratory products. The Company’s chief operating decision-maker is its Chief Executive Officer. The Company’s Chief Executive Officer reviews financial information presented on a consolidated basis for purposes of evaluating financial performance and allocating resources, accompanied by information about revenue by geographic regions. The Company’s assets are primarily located in the United States of America and not allocated to any specific region and it does not measure the performance of its geographic regions based upon asset-based metrics. Therefore, geographic information is presented only for revenue. Revenue by geographic region is based on the ship to address on the customer order.
 
 The following presents total revenue by geographic region for the three month periods ended March 31, 2011, and for the year ended December 31, 2010:
 Three Months Ended March 31,


Year Ended

December 31,2011


2010Revenues:United States - product sales


$1,796



$0Total revenues


$1,796



$0
 
 
 21
 EXPLORE ANYWHERE HOLDING CORP.
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 For the three months ended March 31, 2011
 NOTE L – GOING CONCERN
 
 The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America and applicable to a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.
 
 As of March 31, 2011, the Company has incurred net operating losses of $1,454,778 respectively for the three months that ended. The Company has a working capital deficit of approximately $253,189 as of March 31, 2011.
 
 During the next 12 months, the Company’s foreseeable cash requirements will relate to continual development of the operations of its business, maintaining its good standing, making the requisite filings with the Securities and Exchange Commission, and the payment of expenses associated with reviewing or investigating any potential business ventures. The Company may experience a cash shortfall and be required to raise additional capital. Historically, it has relied upon internally generated funds and funds from the sale of shares of stock and loans from its shareholders and private investors to finance its operations and growth. Management may raise additional capital through future public or private offerings of the Company’s stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Company’s failure to do so could have a material and adverse effect upon it and its shareholders.
 
 The Company has a series of plans to mitigate the going concern:
 
 Management expected to seek potential investors and other business opportunities from all known sources. Management’s efforts are ongoing to complete the development of new software products in order to bring these products currently in development to the marketplace.
 
 Furthermore, management’s efforts are ongoing to enhance the Company’s Internet visibility towards potential customers through search engine optimization (SEO).
 
 Legal Proceedings
 The Company is not presently involved in any legal proceedings and was not involved in any such legal proceedings during the three months that ended March 31, 2011.
 
 Indemnification
 Under the indemnification provisions of the Company’s customer agreements, the Company agrees to indemnify and defend its customers against infringement of any patent, trademark, or copyright of any country or the misappropriation of any trade secret, arising from the customers’ legal use of the Company’s services. Exposure to the Company under these indemnification provisions is generally limited to the total amount paid by the customers under pertinent agreements. However, certain indemnification provisions potentially expose the Company to losses in excess of the aggregate amount received from the customer. To date, there have been no claims against the Company or its customers pertaining to such indemnification provisions and no amounts have been recorded.
  
 22
 EXPLORE ANYWHERE HOLDING CORP.
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 For the three months ended March 31, 2011
 NOTE M– SUBSEQUENT EVENTS
 
 On May 20, 2011, the Board of Directors (the “Board”) of Explore Anywhere Holding Corp., a Nevada corporation (the “Company”) received the resignation of Mr. William Corso as the Company’s Secretary and Treasurer.
 
 On May 24, 2011, the Board elected Mr. Oliver Nelson (age 27) was appointed as the Company’s Secretary and Treasurer. Mr. Nelson has been serving as the Company’s CEO since February 9, 2011.
  23




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




Forward-Looking Statements




This section of this quarterly report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.




As used in this quarterly report, the terms "we", "us", "our", "our company" means Explore Anywhere Holding Corp., unless otherwise indicated.




General Overview





Our company’s name is Explore Anywhere Holding Corp. The company was incorporated on April 3, 1996 in the State of Nevada as Jubilee Trading Corp. On March 3, 2002, we filed Articles of Amendment to the company’s Articles of Incorporation with the Nevada Secretary of State to change its name from Jubilee Trading Corp. to PorFavor Corp. On November 10, 2010, we changed the company’s name to Explore Anywhere Holding Corp.





Since inception until March 2010, we operated as a broker of structural wood materials. In March 2010, our former CEO/President, Mr. Boyd Appelgate started to suffer from ill-health and our operations underwent a slow and consistent demise. We therefore decided to change our business focus and look for other opportunities and discontinue the sale of structural wood materials. We identified a target company in the area of computer monitoring software, known as ExploreAnywhere, Inc. We closed on the acquisition of ExploreAnywhere on February 4, 2011.





ExploreAnywhere is in the business of selling computer monitoring software, specializing in offering computer monitoring solutions for parents, corporations and educational facilities. Our company’s business is more fully described below.





Plan of Operation for the Next Twelve (12) Months




Our ability to continue operations will be dependent upon the successful completion of additional long-term or permanent equity financing, the support of creditors and shareholders, and, ultimately, the achievement of profitable operations.  There can be no assurances that we will be successful, which would in turn significantly affect our ability to be successful in our new business plan.  If not, we will likely be required to reduce operations or liquidate assets.  We will continue to evaluate our projected expenditures relative to our available cash and to seek additional means of financing in order to satisfy our working capital and other cash requirements.









Liquidity and Capital Resources






At March 31, 2011, we had a working capital deficit of $(295,715) (December 31, 2010: $14,122).  At March 31, 2011, our current assets consisted of cash of $5,495. This compared to our current assets as of December 31, 2010, consisting of cash of Nil.






At March 31, 2011, our total current liabilities increased to $301,210 ($14,122 as at December 31, 2010).






Result of Operations




Comparison of the Three Months ended March 31, 2011 and March 31, 2010.





Revenue





We recognized $1,796 in revenue for the quarter ended March 31, 2011 (March 31, 2010: Nil). Cost of goods sold for the quarter ended March 31, 2010, were Nil (March 31, 2010: Nil), resulting in a gross profit of $1,796 (March 31, 2010: Nil).





Costs and Expenses




For the quarter ended March 31, 2011, operating expenses were $1,395,671 ($15,616 for the quarter ended March 31, 2010). Operating expenses for the quarter ended March 31, 2011, consisted of impairment loss on goodwill of $1,229,884, general and administrative expenses of $69,316 and selling expense of $6,471 and impairment loss on acquisition related intangible assets of $20,000.






From inception to March 31, 2011, we have incurred an accumulated deficit of $(2,736, 876) (December 31, 2010: $14,122).






As of June 17, 2011, our cash balance is approximately $7,093.21. We expect that we have sufficient cash on hand to meet our operating needs through June 2011. We will have to raise an additional $150,000 to meet all of our operating needs for the next 12 months. We do not have any lending arrangements in place with banking or financial institutions and we do not anticipate that we will be able to secure these funding arrangements in the near future. We may attempt to sell additional equity shares or issue debt to support our operations.  Any sale of additional equity securities will result in dilution to our stockholders.  There can be no assurance that additional financing will be available to us or, if available to us, on acceptable terms.






We believe our market risk exposures arise primarily from exposures to fluctuations in interest rates. We do not use derivative financial instruments to manage risks or for speculative or trading purposes.






Off Balance Sheet Arrangements.




None.










ITEM 3.                      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK




We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.




ITEM 4.                      CONTROLS AND PROCEDURES.




Under the supervision and with the participation of our management, including the Principal Executive Officer and Principal Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that these disclosure controls and procedures are effective. There were no changes in our internal control over financial reporting during the quarter ended March 31, 2011 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




We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.




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




Not applicable.




ITEM 3.                      DEFAULTS UPON SENIOR SECURITIES.




None.




ITEM 4.                      [REMOVED AND RESERVED]




ITEM 5.                      OTHER INFORMATION




None.




ITEM 6.                      EXHIBITS.




The following documents are included herein:







Exhibit No.                      Document Description




3(i)                     Articles of Incorporation and Amendments(1)






3(ii)                     Bylaws(1)






31.1                     Section 302 Certification – President and principal executive officer.






31.2                     Section 302 Certification – CFO, principal financial officer and principal accounting officer.






32.1                     Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – President and principal executive officer.






32.2                     Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – CFO, principal financial officer and principal accounting officer.




(1) Incorporated by reference to the Exhibits filed with the registrant’s registration statement on Form SB-2, filed with the Securities and Exchange Commission on January 17, 2008, file number 333-148732.


SIGNATURES





Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities indicated.








EXPLORE ANYWHERE HOLDING CORP.











Date:  July 1, 2011


BRYAN HAMMOND


CEO and Member of the Board of Directors


(Principal Executive Officer)











Date:  July 1, 2011


KHRIS THETSY


CFO (Principal Financial and Principal


Accounting Officer)