UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





x   QUARTERLY
REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934


For the
quarterly period ended: March
31, 2010





o TRANSITION
REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934





For the
transition period from:





Commission
file number: 333-150424




REACH
      MESSAGING HOLDINGS, INC.(Exact
      name of registrant as specified in its
charter)





Delaware
            
            26-1110179(State
      or other jurisdiction of incorporation or organization)
            
            (I.R.S.
      Employer Identification No.2801
      Ocean Park Blvd., Suite 355
              Santa
      Monica, California
            
            90405(Address
      of principal executive offices)
            
            (Zip
      Code)





Issuer’s
telephone number: (888)
631-8555





(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 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 o No o  The
registrant is not yet subject to this requirement.





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filed,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.





Large
      accelerated filer  ̈
            
            Accelerated
      filer  ̈Non-accelerated
      filer  ̈
              (Do
      not check if a smaller reporting company)
            
            Smaller
      reporting company x





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





Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date.  The number of shares of the
registrant’s common stock, $0.001 par value per share, outstanding as of May 12,
2010 was 127,698,901.

















Table of Contents





Part
      I - Financial InformationItem
      1. Financial Statements (Unaudited)
            
            3Balance
      Sheets as of March 31, 2010 and December 31, 2009
            
            3Statements
      of Operations for the three months ended March 31, 2010 and
      2009
            
            4Statements
      of Cash Flows for the three months ended March 31, 2010 and
      2009
            
            5Notes
      to unaudited condensed financial statements
            
            6Item
      2. Management’s Discussion and Analysis of Financial Condition and Results
      of Operations
            
            10Item
      3. Quantitative and Qualitative Disclosures About Market
      Risk
            
            13Item
      4. Controls and Procedures
            
            13Part
      II – Other InformationItem
      1. Legal Proceedings
            
            14Item
      1A. Risk Factors
            
            14Item
      2. Unregistered Sales of Equity Securities and Use of
      Proceeds
            
            14Item
      3. Defaults Upon Senior Securities
            
            14Item
      4. Reserved
            
            14Item
      5. Other Information
            
            14Item
      6. Exhibits
            
            15Signatures
            
            16






2





Part
I, Item 1.  Financial Statements.


REACH
      MESSAGING HOLDINGS, INC.BALANCE
      SHEETS(Unaudited)March
      31, 2010
                
                
                December
      31, 2009(As
      Restated -
                  see
      Note 3)ASSETSCurrent
      assetsCash
                
                $
                184,906
                
                
                $
                27Accounts
      receivable
                
                
                5,601
                
                
                
                8,000Prepaid
      expenses
                
                
                710,910
                
                
                
                -Refundable
      federal income taxes
                
                
                2,943
                
                
                
                2,943Total
      current assets
                
                
                904,360
                
                
                
                10,970Total
      assets
                
                $
                904,360
                
                
                $
                10,970LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIT)Current
      liabilitiesAccounts
      payable and accrued expenses
                
                $
                60,927
                
                
                $
                30,383Loan
      payable
                
                
                58,000
                
                
                
                58,000Total
      current liabilities
                
                
                118,927
                
                
                
                88,383Stockholders'
      equity (deficit)Common
      stock, $0.001 par value: authorized
                  500,000,000
      shares; issued and outstanding:
                  127,698,901
      and 102,030,901 shares, respectively
                
                
                127,699
                
                
                
                102,031Preferred
      stock, $0.001 par value: authorized
                  10,000,000
      shares; issued and outstanding:
                  0
      and 0 shares, respectively
                
                
                -
                
                
                
                -Additional
      paid-in capital
                
                
                1,381,952
                
                
                
                142,621Accumulated
      deficit
                
                
                (724,218
                )
                
                
                (322,065
                )Total
      stockholders' equity (deficit)
                
                
                785,433
                
                
                
                (77,413
                )Total
      liabilities and stockholders' equity (deficit)
                
                $
                904,360
                
                
                $
                10,970




The
accompanying notes form an integral part of these financial
statements.




3





REACH
      MESSAGING HOLDINGS, INC.STATEMENTS
      OF OPERATIONSThree
      Months Ended March 31, 2010 and 2009(Unaudited)2010
              
              
              2009RevenueBot
      sales
              
              $
              23,250
              
              
              $
              -Hosting
      revenue
              
              
              15,000
              
              
              
              -Lead
      conversion revenue
              
              
              -
              
              
              
              29,485Other
      revenue
              
              
              601
              
              
              
              -Total
      revenue
              
              
              38,851
              
              
              
              29,485Costs
      of RevenueAdvertising
      customization
              
              
              -
              
              
              
              8,708Web
      hosting expense
              
              
              -
              
              
              
              750Total costs of
      revenue
              
              
              -
              
              
              
              9,458Gross
      profit
              
              
              38,851
              
              
              
              20,027Operating
      CostsGeneral
      and administrative expenses
              
              
              373,088
              
              
              
              -Research and
      development expense
              
              
              66,467
              
              
              
              54,250Total operating
      costs
              
              
              439,555
              
              
              
              54,250Interest
      expense
              
              
              1,450
              
              
              
              -Loss
      before income taxes
              
              
              (402,154
              )
              
              
              (34,223
              )Provision
      for income tax
              
              
              -
              
              
              
              -Net
      loss
              
              $
              (402,154
              )
              
              $
              (34,223
              )Net
      loss per common share - basic and diluted
              
              $
              (0.00
              )
              
              $
              (0.00
              )Weighted
      average number of common shares outstanding
              
              
              117,583,568
              
              
              
              102,030,901




The
accompanying notes form an integral part of these financial
statements.




4





REACH
      MESSAGING HOLDINGS, INC.STATEMENTS
      OF CASH FLOWSThree
      Months Ended March 31, 2010 and 2009(Unaudited)2010
              
              
              2009Cash
      flows from operating activitiesNet
      loss
              
              $
              (402,154
              )
              
              $
              (34,223
              )Adjustments to
      reconcile net loss to net cash provided (used) by operating
      activities:Share based
      compensation
              
              
              189,090(Increase)
      decrease in:Accounts
      receivable
              
              
              2,399
              
              
              
              10,515Increase
      (decrease) in:Accounts
      payable and accrued expenses
              
              
              30,544
              
              
              
              (2,346
              )Due to
      shareholder
              
              
              -
              
              
              
              46,055Income taxes
      payable
              
              
              -
              
              
              
              -Net
      cash provided (used) by operating activities
              
              
              (180,121
              )
              
              
              20,001Cash
      flows from financing activities:Common
      stock issued for cash
              
              
              365,000
              
              
              
              -Net
      cash provided by financing activities
              
              
              365,000
              
              
              
              -Net
      increase in cash
              
              
              184,879
              
              
              
              20,001Cash,
      beginning of period
              
              
              27
              
              
              
              372Cash,
      end of period
              
              $
              184,906
              
              
              $
              20,373SUPPLEMENTARY
      CASH FLOW INFORMATION:Income
      taxes paid
              
              $
              -
              
              
              $
              -Interest
      paid
              
              $
              -
              
              
              $
              -SUPPLEMENTARY
      DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:Shares
      issued as finders' fees
              
              $
              18,400
              
              
              $
              -Shares
      issued for prepaid consulting fees
              
              $
              900,000
              
              
              $
              -




The
accompanying notes form an integral part of these financial
statements.




5




REACH
      MESSAGING HOLDINGS, INC.NOTES
      TO FINANCIAL STATEMENTS







1.
            Organization
      and Nature of Operations





Reach
Messaging Holdings, Inc. (the “Company") was incorporated on September 19, 2007
under the laws of the State of California.  The Company creates,
deploys and hosts instant messaging virtual robots ("Bots"); develops and hosts
internet properties; and provides customers with internet marketing
services.  The instant messaging Bots are customized to contain
relevant user information, games, video, quizzes, polls, sponsorship and ad
space.  The Company also provides marketing services to increase
Bot-reach and user conversions.  The Company has sold one Bot in a
multiple deliverable arrangement that included creation of a Bot, marketing
support and on-going hosting for the Bot.  The Company sells
sponsorships and advertising space on its own internet
properties.  The Company owns www.DailyGab.com and four
Bots:  GossipinGabby, SportsfanStan, MyTVBud and
ProfGilzot.  Additional Company-owned web properties and Bots are
under development.  The company-owned internet properties are
teen-oriented.





As more
fully described in Note 3, the Company entered into a Share Exchange Agreement
on February 3, 2010, resulting in the retroactive adjustment of the Company’s
capital structure.





2.
            Basis
      of Presentation





The
accompanying unaudited condensed financial statements contain all necessary
adjustments and disclosures to present fairly the financial position as of March
31, 2010 and the results of operations and cash flows for the three months ended
March 31, 2010 and 2009. The results of operations for the three months ended
March 31, 2010 are not necessarily indicative of the results for the full year.
These financial statements should be read in conjunction with the financial
statements and the notes thereto included in our Annual Report on Form 10-K
(“Form 10-K”) filed with the Securities and Exchange Commission (“SEC”) on April
15, 2010.





In
preparation of our financial statements, we are required to make estimates and
assumptions that affect reported amounts of assets and liabilities and related
revenues and expenses. Actual results could differ from the estimates used by
us.





Revenue
Recognition





The
Company records sales when all of the following have occurred: (1) persuasive
evidence of an arrangement exists, (2) the product is delivered, (3) the sales
price to the customer is fixed or determinable, and (4) collectability of the
related customer receivable is reasonably assured.  In addition,
certain revenue contracts are classified as multiple deliverables when: (1) the
delivered item has value on a standalone basis, (2) objective and reliable
evidence exists of the fair value on the undelivered items, and (3) delivery or
performance of the undelivered items must be probable and substantially within
the vendor's control.  There is no stated right of return for
products.





Bot sales
revenue is recognized at the time of customer acceptance and deployment of the
Bot.  Hosting revenue is recognized monthly.  Hosting
services are invoiced to customers at the beginning of the month following the
month services are provided.  Advertising and sponsorships on owned
Internet properties are sold on a cost per action ("CPA") basis and invoiced to
the customer monthly based on the number and price per action at the end of each
month.  Marketing support revenue is generated as a result of the
media and marketing services provided to support customer Internet marketing
activities.  When a sales arrangement contains multiple elements, such
as marketing services, advertising and promotions, revenue is allocated to each
element based on its relative fair value. When the fair value of an undelivered
element cannot be determined, the Company defers revenue for the delivered
elements until the undelivered elements are delivered.  Payments
received in advance of provision of services are deferred until
earned.





Accounts
Receivable and Allowance for Doubtful Accounts





The
Company’s accounts receivables are customer obligations due under normal trade
terms, carried at their face value.  The Company determines its
allowance for doubtful accounts based on the evaluation of the aging of its
accounts receivable and on a customer-by-customer analysis. Since inception, the
Company has had seven customers. All customers have paid their invoices
timely.  The Company did not record an allowance as of March 31, 2010
or December 31, 2009.






6





Cost
of Sales





Cost of
sales represents costs directly related to the production of the Company’s
Bots.  Costs include Bot development, housing costs, advertising
customization and programming.





Net
Loss Per Common Share





Net loss
per common share is computed by dividing net loss by the weighted average number
of shares of common stock outstanding during the period.  Diluted net
loss per common share is computed by dividing net loss by the weighted average
number of shares of common stock and potentially outstanding shares of common
stock during each period. There were no potentially dilutive shares outstanding
as of March 31, 2010 or December 31, 2009.





Recently
Issued Accounting Pronouncements





In
September 2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-13,
“Multiple-Deliverable Revenue Arrangements—a consensus of the FASB Emerging
Issues Task Force” (ASU 2009-13). It updates the existing multiple-element
revenue arrangements guidance currently included under ASC 605-25, which
originated primarily from the guidance in EITF Issue No. 00-21, “Revenue
Arrangements with Multiple Deliverables” (EITF 00-21). The revised guidance
primarily provides two significant changes: 1) eliminates the need for objective
and reliable evidence of the fair value for the undelivered element in order for
a delivered item to be treated as a separate unit of accounting, and 2)
eliminates the residual method to allocate the arrangement consideration. In
addition, the guidance also expands the disclosure requirements for revenue
recognition. ASU 2009-13 will be effective for the first annual reporting period
beginning on or after June 15, 2010, with early adoption permitted provided that
the revised guidance is retroactively applied to the beginning of the year of
adoption. The Company is currently assessing the future impact of this new
accounting update to its financial statements.





In
October 2009, the FASB issued ASU No. 2009-14, Software (Topic 985) –
“Certain Revenue Arrangements That Include Software Element, a Consensus of the
FASB Emerging Issues Task Force,” to address concerns relating to the accounting
for revenue arrangements that contain tangible products and software. It
requires a vendor to use vendor-specific objective evidence of selling price to
separate deliverables in a multiple-element arrangement. The update will be
effective prospectively for revenue arrangements entered into or materially
modified in fiscal years beginning on or after January 1, 2011. We are
currently evaluating the impact, if any, of adopting the
update.





In April
2010, The FASB issued ASU No. 2010-17, “Revenue Recognition – Milestone
Method” (Topic 605), to provide guidance on the criteria that should be met for
determining whether the milestone method of revenue recognition is appropriate.
The amendments in the update are effective on a prospective basis for milestones
achieved for fiscal years, and interim periods within those years, beginning on
or after June 15, 2010. Early adoption is permitted.  The Company is currently assessing the future impact of
this new accounting update to its financial
statements.




Stock-Based
Payments
  Significant
amounts of the Company’s shares of common stock have been issued as payment to
employees and non-employees for services. These are non-cash transactions that
require management to make judgments related to the fair value of the shares
issued, which affects the amounts reported in the Company’s consolidated
financial statements for certain of its assets and expenses. For historic fiscal
years when there was not an observable active, liquid market for the Company’s
common stock, the valuation of the shares issued in a non-cash share payment
transaction relies on observation of arms-length transactions where cash was
received for its shares, before and after the non-cash share payment
date.


3.
            Share
      Exchange Agreement





On
February 3, 2010, Reach Messaging, Inc. (“Reach”) entered into a Share Exchange
Agreement with FormulaWon, Inc. (“FormulaWon”). FormulaWon offered to issue
approximately 48 million of its common shares in exchange for all of the common
shares outstanding of Reach.





100% of
Reach common shareholders elected to exchange their Reach shares for shares of
FormulaWon. FormulaWon issued approximately 48 million shares to acquire 48
million of the outstanding shares of Reach. As a result of the exchange, the
shareholders of Reach held a 44% controlling interest in the combined entity,
after the exchange, which did not include the shares issued to investors in our
financing transactions or to consultants for their services
rendered. FormulaWon had approximately 137 million shares of common
stock outstanding prior to the transaction, and cancelled 77 million shares
of common stock at the time of the transaction, resulting in 60 million shares
that were in existence at the time of the transaction.





Included
as part of the share exchange were 6 million restricted common shares issued to
an entity owned by David R. Wells, our Chief Financial Officer, as compensation
for future services. Such shares were valued at $0.05 per share, and
compensation expense is being recognized over the 24-month period that the
shares become vested. For the three months ended March 31, 2010, the Company
recognized compensation expense relating to these shares of
$80,000.





Since the
owners and management of Reach possessed voting and operating control of the
combined company after the share exchange, the transaction constituted a reverse
acquisition for accounting purposes, as contemplated by FASB ASC 805-40 and
corresponding ASC 805-10-55-10, 12 & 13. Under this accounting, the entity
that issues shares (FormulaWon – the legal acquirer) is identified as the
acquiree for accounting purposes. The entity whose shares are acquired (Reach)
is the accounting acquirer.




7






In
addition, FormulaWon was characterized as a non-operating public shell company,
pursuant to SEC reporting rules. The SEC staff considers a reverse-acquisition
with a public shell to be a capital transaction, in substance, rather than a
business combination. The transaction is effectively a reverse recapitalization,
equivalent to the issuance of stock by the private company for the net monetary
assets of the shell corporation accompanied by a recapitalization. The
accounting is similar to that resulting from a reverse acquisition, except that
the transaction was consummated at book value and no goodwill or intangible
assets were recognized.





For SEC
reporting purposes, Reach is treated as the continuing reporting entity that
acquired FormulaWon (the historic shell registrant). The reports filed after the
transaction have been prepared as if Reach (accounting acquirer) were the legal
successor to FormulaWon’s reporting obligation as of the date of the
acquisition. Therefore, all financial statements filed subsequent to the
transaction reflect the historical financial condition, results of operations
and cash flows of Reach, for all periods presented.





In
connection with the reverse acquisition and recapitalization, all share and per
share amounts of Reach have been retroactively adjusted to reflect the legal
capital structure of FormulaWon pursuant to FASB ASC 805-40-45-1.




4.
              Prepaid
      Expenses
 
 At March
31, 2010, prepaid expenses, amounting to $710,910, represent the unamortized
balance of the fair value of shares issued by the Company for services to be
rendered by the CFO (Note 3) and consultants (Note 6). For the period ended
March 31, 2010, the Company recognized share-based compensation of $189,010 in
connection with these agreements.


5.
            Notes
      Payable





During
the year ended December 31, 2009 the Company entered into two convertible
debentures in the aggregate amount of $58,000. The notes have been renewed and
are due on July 15, 2010. They bear interest at the rate of 10% per annum which
is payable upon the maturity date. The notes can be voluntarily converted into
restricted common shares of the Company at a price of $0.05 per share. The
Company has accrued interest of $1,450 for the three months ended March 31,
2010.





6.
            Stockholders'
      Equity





Common
Stock


The
Company is authorized to issue 500,000,000 shares of common stock, $0.001 par
value per share. During the three months ended March 31, 2010, we issued the
following shares of common stock, in addition to those associated with the
recapitalization described in Note 3:




·
            In
      February 2010, the Company completed the sale of 7,300,000 shares of
      restricted common stock at a price of $0.05 in return for $365,000 in cash
      to six accredited investors. The Company paid a total of $18,400 in
      compensation in the form of 368,000 shares of restricted common stock in
      connection with these sales.





·
            In
      February 2010, the Company issued 12,000,000 shares of restricted common
      stock for consulting services, valued at $600,000. In accordance with ASC
      505-50-25, the value of the shares issued has been recorded as a prepaid
      expense and is being amortized over an 11-month
  period.





Preferred
Stock


The
Company is authorized to issue up to 10,000,000 shares of preferred stock,
$0.001 par value per share. As of March 31, 2010 and December 31, 2009, there
were no preferred shares issued or outstanding.





7.
            Income
      Taxes





At
December 31, 2009, the Company had net operating loss (“NOL”) carry–forwards for
federal income tax purposes of $322,065 that may be offset against future
taxable income through December 31, 2029. No tax benefit has been reported with
respect to these NOL carry-forwards in the accompanying financial statements
because the Company does not believe that it is more likely than not that it
will realize its net deferred tax assets of $128,293 at March 31, 2010 and
December 31, 2009.  Accordingly, the potential tax benefits of the NOL
carry-forwards are fully reserved.





Refundable
federal income taxes of $2,943 as of March 31, 2010 and December 31, 2009,
resulted from tax payments based on initial tax returns.  Tax payments
are expected to be refunded based on amended tax returns.





Deferred
tax assets consist primarily of the tax effect of NOL
carry-forwards.  The Company has provided a full valuation allowance
on the deferred tax assets because of the uncertainty regarding its
realizability.





8.
            Research
      and development costs





Research
and development costs related to both future and present products are charged to
operations as incurred.  For the three months ended March 31, 2010 and
2009, the Company recognized $66,467 and $54,250, respectively, of research and
development costs.






8





9.
            Going
      Concern





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern, which contemplates continuity of operations,
realization of assets, and liquidation of liabilities in the normal course of
business.  As reflected in the accompanying financial statements, the
Company had an accumulated deficit of $724,218 as of March 31, 2010, and a net
loss of $402,154 for the three months ended March 31, 2010.  These
conditions raise substantial doubt about its ability to continue as a going
concern.





While the
Company is attempting to produce sufficient sales, the Company's cash position
may not be sufficient to support the Company's daily
operations.  While the Company believes in the viability of its
strategy to produce sales volume and in its ability to raise additional funds,
there can be no assurances to that effect.  The ability of the Company
to continue as a going concern is dependent upon the Company's ability to
further implement its business plan and generate sufficient
revenues.  The financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going
concern.  Management believes that the actions presently being taken
to further implement its business plan and generate revenues provide the
opportunity for the Company to continue as a going concern.





The
accompanying financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business.  These financial statements do not
include any adjustments relating to the recovery of the recorded assets or the
classification of the liabilities that might be necessary should the Company be
unable to continue as a going concern.





10.
            Commitments
      and contingencies





From time
to time, the Company may become involved in various lawsuits and legal
proceedings, which arise in the ordinary course of business. However, litigation
is subject to inherent uncertainties, and an adverse result in these or other
matters may arise from time to time that may harm its business. The Company is
currently not aware of any such legal proceedings or claims that they believe
will have, individually or in the aggregate, a material adverse affect on its
business, financial condition or operating results.





Employment
Agreements





The
Company entered into an employment agreement with Shane Gau on February 3, 2010
to become its Chief Executive Officer. The Company agreed to pay to Mr. Gau a
salary of $180,000 per year. Mr. Gau will be eligible to receive a performance
bonus of up to 50% of his annual compensation, which, if earned, will be paid
one-half in cash and one-half in shares of the Company’s common stock. The
performance bonus will be paid upon the executive achieving certain objectives
during the 2010 fiscal year.
 
 The
Company entered into an employment agreement with David R. Wells on February 3,
2010 to become its Chief Financial Officer. The Company agreed to pay Mr. Wells
at the rate of $160,000 per year but as Mr. Wells will not be devoting
full-time to this position initially, he will be paid on a pro-rata basis based
on estimated hours worked for a certain period, as determined by the Chief
Executive Officer.  Mr. Wells will be eligible to receive a
performance bonus of up to 30% of his annual compensation, which, if earned,
will be paid one-half in cash and one-half in shares of the Company’s common
stock. The performance bonus will be paid upon the executive achieving certain
objectives during the 2010 fiscal year.





11.
            Subsequent
      events





Sale
of Common Stock





In April
2010, the Company completed the sale of 4,400,000 shares of restricted common
stock at a price of $0.05 in return for $220,000 in cash.




9




Part
I, Item 2.  Management’s Discussion and Analysis of Financial
Condition and Results of Operations.





General





The
following discussion and analysis should be read in conjunction with our
financial statements and notes thereto, included elsewhere in this Quarterly
Report on Form 10-Q (“Report”). Except for the historical information contained
in this Report, the following discussion contains certain forward-looking
statements that involve risks and uncertainties, such as statements of our
plans, objectives, expectations and intentions. Our actual results may differ
materially from the results discussed in the forward-looking statements as a
result of certain factors including, but not limited to, those discussed in the
section of this Report titled “Risk Factors”, as well as other factors, some of
which will be outside of our control. You are cautioned not to place undue
reliance on these forward-looking statements, which relate only to events as of
the date on which the statements are made. We undertake no obligation to
publicly revise these forward-looking statements to reflect events or
circumstances that arise after the date hereof. You should refer to and
carefully review the information in future documents we file with the SEC.





Overview





Plan
of Operation





Reach Messaging Holdings, Inc. (the “Company" or “Reach
Messaging”)has not generated sufficient revenue so it intends to report
its plan of operation below. The ability of the Company to achieve its business
objectives is contingent upon its success in raising additional capital until
adequate revenues are realized from operations.





Reach
Messaging extends corporate brands through the use of mobile applications and
social gaming. The Company began in the Bot development business when it
contracted with America Online Company (“AOL”) to build 4 instant messaging
virtual robots (“Bot” or “Bots”) to run on their AOL Instant Messaging Network
(the “AIM Network”). The AIM Network is an instant messaging and presence
computer program that uses the proprietary OSCAR instant messaging protocol and
the TOC protocol to allow registered users to communicate in real time. It was
released by the AOL in May 1997. These 4 Bots, including GossipinGabby,
SportsFanStan, My TV Bud and ProfGilzot are currently the most popular Bots on
the AIM Network as measured by the AOL host infrastructure. Reach Messaging has
also built numerous Bots in the retail field (AOL Shortcuts) and in the
education field (PurdueBuddy). Differentiating features from other Bot vendors
and platforms include instant messaging gaming (TD Mania, celeb hangman), sports
score alerts, instant messaging surveys and interactive polls and quizzes. Our
partners have included Waste Management, Britney Spears, Alloy Media, AOL,
Hearst Publishing, Purdue University and Stylecaster. Our partners pay us a cash
fee to develop a product such as a Bot or other web property which extends their
corporate brand.





Through
the use of “Bots” and web properties, Reach Messaging currently touches over
1,500,000 unique users on a monthly basis. An IM Bot is a screen name that can
respond automatically to the Instant Messages (“IM” or “IMs”) or text messages
it receives. It is capable of maintaining high volume IM conversations with
multiple users simultaneously. IM Bots allow publishers to easily provide
dynamic content and information via IM or another instant messaging technology
called Short Message Service (“SMS”). They allow users to create real-time
interactive experiences, such as providing song lyrics, state capitals, jokes,
celeb gossip, TV line-up, sporting news or pictures, to a large audience on
demand. IM Bots can initiate


conversations
to users that have the Bot on their buddy list or if they have subscribed to
receive alerts (i.e. celeb gossip, sports scores).





The
growth of handheld and other mobile devices makes the products offered by us
relevant. Subsequent to the year ended December 31, 2009, the Company solidified
its business strategy of migrating from a Bot-only Company to entering the much
larger and rapidly growing market for mobile applications and social gaming. The
Company has aggressively begun executing upon this strategy with the following
results:





·
            Reach
      Messaging partnered with Waste Management to build its first social media
      game. The game is similar in development to other very popular Facebook
      games, such as, Cafe World, Farmville, Fishville, etc. This game will
      enable Reach Messaging to enter the social gaming space with a marquee
      customer. The Company hopes to gain additional contracts with Waste
      Management. Another benefit from this project is the technical skills
      gained that can be applied to future gaming development
      businesses.





·
            Reach
      Messaging partnered with Hearst Media to build their Espin property mobile
      application. The transaction is expected to provide a revenue share based
      on advertising revenue and registrations generated. The goal of this
      partnership is for Reach Messaging to secure new orders to develop Bots,
      games and other applications for the rest of their well-known brands
      including Cosmogirl, Seventeen, Teen, and
  others.







10


Results
of Operations





Three
Months Ended March 31, 2010 Compared to Three Months Ended March 31,
2009







The
following table sets forth the results of our operations for the periods
indicated:




For
      the Periods EndedMarch 31,
            
            
            March 31,2010
            
            
            2009Net
      revenue
            
            $
            38,851
            
            
            $
            29,485Cost
      of revenue
            
            
            -
            
            
            
            (9,458)Gross
      profit
            
            
            38,851
            
            
            
            20,027Total
      operating costs
            
            
            439,555
            
            
            
            54,250Loss
      before income taxes
            
            
            (400,704)
            
            
            
            (34,223)Provision for
       income tax
            
            
            -
            
            
            
            -Interest
      Expense
            
            
            1,450
            
            
            
            -Net
      loss
            
            
            (402,154)
            
            
            
            (34,223)Net
      loss per common share – basic and diluted
            
            $
            0.00
            
            
            $
            0.00Weighted
      average number of common shares outstanding
            
            
            117,583,568
            
            
            
            102,030,901





Net
Revenue





For the
three months ended March 31, 2010, our net revenue increased approximately 31.8%
from $29,485 for the quarter ended March 31, 2009 compared to $38,851 for the
quarter ended March 31, 2010.  We had $23,250 of revenue generated
from Bot sales for the quarter ended March 31, 2010 compared to no revenue for
the quarter ended March 31, 2009.  We generated $15,000 in hosting
revenue in the first quarter 2010, which was an increase from no revenue
generated in the same period in 2009.  Hosting revenue is a periodic
fee charged to host and maintain a partner’s server and content related to the
Bot properties.  Our revenue from Lead Conversions, which represents
revenue earned through the converting of leads from our Bot agents into closed
business for our advertisers, decreased 100% from $29,485 in the first quarter
2009 compared to no revenue in the first quarter 2010. The decrease in lead
conversion revenue was due to the loss of certain customers in 2009 related to
prevailing economic conditions. We also generated $601 in other revenue in the
first quarter of 2010, compared to no revenue for the same quarter in
2009.





Cost
of Revenue





Our cost
of revenue was reduced to zero for the quarter ended March 31, 2010, compared
with $9,458 for the quarter ended March 31, 2009.  This is due to the
change in our business from Lead Generation to Bot Sales and Hosting, which do
not have direct costs of revenue associated with them.





Operating
Costs





We
incurred operating expenses of $439,555 during the three months ended March 31,
2010; an increase of 710.2% compared to $54,250 incurred in the three months
ended March 31, 2009.  General and administrative expenses were
$373,088 during the three months ended March 31, 2010, compared to zero for the
three months ended March 31, 2009. Our expenses have increased due to our hiring
of a management staff, as well as costs associated with the closing of the
merger during this quarter. We incurred a charge of $189,090 related to the
issuance of common stock for services.  Research and development
expenses were $66,467 during the three months ended March 31, 2010, an increase
of $12,217 or 22.5%, as compared to $54,250 for the three months ended March 31,
2009. These expenses increased due to the hiring of additional development
personnel, and the use of outside firms for additional development.





Net
Loss





Our net
loss increased from $34,223 for the quarter ended March 31, 2009 compared to a
net loss of $402,154 for the quarter ended March 31, 2010. The significant
increase of net loss was mainly attributable to non-cash charges associated with
the issuance of common stock for services ($189,090), and costs associated with
merger which were approximately $60,000.





Liquidity
and Capital Resources





We had
cash and cash equivalents of $184,906 and $27 and at March 31, 2010 and December
31, 2009, respectively.






11


Operating
Activities





During
the three months ended March 31, 2010, the Company used $180,121 of cash in
operating activities.  The net loss of $402,154 was offset by a non-cash
charge for compensation expense of $189,090, a decrease of $2,399 in accounts
receivable, and a $30,544 increase in accounts payable and accrued expenses.
During the three months ended March 31, 2009, the Company generated $20,001 of
cash in operating activities.  The net loss for the period of $34,223
was offset by a $46,055 increase in amounts due to shareholders and $10,515 in
accounts receivable.  Cash used in operating activities included
$2,346 for accounts payable and accrued expenses.





Investing
Activities





There
were no investing activities in either the three month period ending March 31,
2010 or March 31, 2009.





Financing
Activities





For the three months ended March 31,
2010, $365,000 was generated from the issuance of common stock for cash compared
to no financing activities for the three month period ended March 31,
2009.




Going Concern




The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern, which contemplates continuity of operations,
realization of assets, and liquidation of liabilities in the normal course of
business.  As reflected in the accompanying financial statements, the
Company had an accumulated deficit of $724,218 as of March 31, 2010, and a net
loss of $402,154 for the three months ended March 31, 2010.  These
conditions raise substantial doubt about its ability to continue as a going
concern.
 
 While the
Company is attempting to produce sufficient sales, the Company's cash position
may not be sufficient to support the Company's daily
operations.  While the Company believes in the viability of its
strategy to produce sales volume and in its ability to raise additional funds,
there can be no assurances to that effect.  The ability of the Company
to continue as a going concern is dependent upon the Company's ability to
further implement its business plan and generate sufficient
revenues.  The financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going
concern.  Management believes that the actions presently being taken
to further implement its business plan and generate revenues provide the
opportunity for the Company to continue as a going concern.
 
 The
accompanying financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business.  These financial statements do not
include any adjustments relating to the recovery of the recorded assets or the
classification of the liabilities that might be necessary should the Company be
unable to continue as a going concern.





Off-Balance
Sheet Arrangements





The Company has no outstanding
off-balance sheet arrangements.





Contractual
Obligations





None.





Application
of Critical Accounting Policies and Estimates





The
preparation of our financial statements in accordance with generally accepted
accounting principles in the United States (“U.S. GAAP”) requires management to
make judgments, assumptions and estimates that affect the amounts reported. A
critical accounting estimate is an assumption about highly uncertain matters and
could have a material effect on the consolidated financial statements if
another, also reasonable, amount were used or a change in the estimate is
reasonably likely from period to period. We base our assumptions on historical
experience and on other estimates that we believe are reasonable under the
circumstances. Actual results could differ significantly from these estimates.
There were no changes in accounting policies or significant changes in
accounting estimates from the 2009 fiscal year.





Revenue Recognition– The Company records sales when all of the following have
occurred: (1) persuasive evidence of an arrangement exists, (2) the product is
delivered, (3) the sales price to the customer is fixed or determinable, and (4)
collectability of the related customer receivable is reasonably
assured.  In addition, certain revenue contracts are classified as
multiple deliverables when: (1) the delivered item has value on a standalone
basis, (2) objective and reliable evidence exists of the fair value on the
undelivered items, and (3) delivery or performance of the undelivered items must
be probable and substantially within the vendor's control.  There is
no stated right of return for products.











12
 
  Bot sales
revenue is recognized at the time of customer acceptance and deployment of the
Bot.  Hosting revenue is recognized monthly.  Hosting
services are invoiced to customers at the beginning of the month following the
month services are provided.  Advertising and sponsorships on owned
Internet properties are sold on a cost per action ("CPA") basis and invoiced to
the customer monthly based on the number and price per action at the end of each
month.  Marketing support revenue is generated as a result of the
media and marketing services provided to support customer Internet marketing
activities.  When a sales arrangement contains multiple elements, such
as marketing services, advertising and promotions, revenue is allocated to each
element based on its relative fair value. When the fair value of an undelivered
element cannot be determined, the Company defers revenue for the delivered
elements until the undelivered elements are delivered.  Payments
received in advance of provision of services are deferred until
earned.
 
 Allowance for Doubtful Accounts– The Company’s accounts receivables are
customer obligations due under normal trade terms, carried at their face
value.  The Company determines its allowance for doubtful accounts
based on the evaluation of the aging of its accounts receivable and on a
customer-by-customer analysis. Since inception, the Company has had seven
customers. All customers have paid their invoices timely.  The Company
did not record an allowance as of March 31, 2010 or December 31,
2009.
  Stock-Based
Payments
  Significant
amounts of the Company’s shares of common stock have been issued as payment to
employees and non-employees for services. These are non-cash transactions that
require management to make judgments related to the fair value of the shares
issued, which affects the amounts reported in the Company’s consolidated
financial statements for certain of its assets and expenses. For historic fiscal
years when there was not an observable active, liquid market for the Company’s
common stock, the valuation of the shares issued in a non-cash share payment
transaction relies on observation of arms-length transactions where cash was
received for its shares, before and after the non-cash share payment
date.


Part
I, Item 3.  Quantitative and Qualitative Disclosures about Market
Risk.
 
 As a
smaller reporting company, we are not required to provide this
disclosure.


Part
I, Item 4.  Controls and Procedures.





(a)
Disclosure Controls and Procedures





Regulations
under the Securities Exchange Act of 1934 require public companies to maintain
“disclosure controls and procedures,” which are defined to mean a company’s
controls and other procedures that are designed to ensure that information
required to be disclosed in the reports that it files or submits under the
Securities Exchange Act of 1934 is recorded, processed, summarized and reported,
within the time periods specified in the SEC’s rules and forms.





We
conducted an evaluation, with the participation of our Chief Executive Officer
and Chief Financial Officer, of the effectiveness of the design and operation of
our disclosure controls and procedures as of the period covered by this
Report.  Based on that evaluation, our Chief Executive Officer and
Chief Financial Officer have concluded that as of March 31, 2010, our disclosure
controls and procedures were not effective at the reasonable assurance level due
to the material weaknesses described below.





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
three 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.





3.           We
do not have review and supervision procedures for financial reporting functions.
The review and supervision function of internal control relates to the accuracy
of financial information reported. The failure to review and supervise could
allow the reporting of inaccurate or incomplete financial information. Due to
our size and nature, review and supervision may not always be possible or
economically feasible.  Management evaluated the impact of our
significant number of audit adjustments 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.





(b)
Changes in internal control over financial reporting





During
the three months ended March 31, 2010, the Company has not made any changes to
internal control over financial reporting.




13





PART
II, OTHER INFORMATION





Part
II, Item 1.  Legal Proceedings.





Not
applicable.





Part II, Item 1A.  Risk
Factors.





The
information to be reported under this item has not changed since it was
disclosed in the previously filed Form 10-K, dated April 15, 2010.





Part
II, Item 2.  Unregistered Sales of Equity Securities and Use of
Proceeds.





In April 2010 the Company completed the
sale of 4,400,000 shares of restricted common stock at a price of $0.05 in
return for $220,000 in cash to an accredited investor. The Company did not pay
any compensation in connection with this sale. The Company relied on Section
4(2) of the Securities Act of 1933 to issue the shares inasmuch as the
securities were offered and sold without any form of general solicitation or
general advertising and the offerees were accredited investors.





Part
II, Item 3. Defaults Upon Senior Securities





None.





Part
II, Item 4.  Reserved








Part
II, Item 5.  Other Information.





Not
applicable.






14





Part
II, Item 6.  Exhibits.





The
following exhibits are filed herewith or incorporated by reference:





Exhibit
      Number
            
            Description2.1
            
            Share
      Exchange Agreement by and among FormulaWon, Inc. and Reach Messaging, Inc.
      (1)3.1
            
            Certificate
      of Incorporation (2)3.2
            
            Amendment
      to Certificate of Incorporation (3)3.3
            
            Bylaws
      (2)10.1
            
            Employment Agreement dated March 11, 2008 withFitra Iriani(2)10.2
            
            Subscription
      Agreement dated February 3, 2010 (1)10.3
            
            Employment
      Agreement dated February 3, 2010 with Shane Gau (1)10.4
            
            Employment
      Agreement dated February 3, 2010 with David R. Wells
(1)16.1
            
            Letter
      regarding Change in Certifying Accountant (4)31.1
            
            Section
      302 Certificate by the Company’s Chief Executive
  Officer*31.2
            
            Section
      302 Certificate by the Company’s Chief Financial
  Officer*32.1
            
            Section
      906 Certificate by the Company’s Chief Executive
  Officer*32.2
            
            Section
      906 Certificate by the Company’s Chief Financial
  Officer*





* Filed
herewith.





(1)
            Incorporated
      by reference from Registrant’s Current Report on Form 8-K, filed with the
      Commission on February 5, 2010, and incorporated herein by
      reference.





(2)
            Incorporated
      by reference from Registrant's Registration Statement on Form S-1, filed
      with the Commission on April 24, 2008, and incorporated herein by
      reference.





(3)
            Incorporated
      by reference from Registrant's Current Report on Form 8-K, filed with the
      Commission on April 8, 2010, and incorporated herein by
      reference.





(4)
            Incorporated
      by reference from Registrant's Current Report on Form 8-K, filed with the
      Commission on February 9, 2010, and incorporated herein by
      reference.







15





SIGNATURES





In
accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused
this Report to be signed on its behalf by the undersigned, thereunto duly
authorized.








REACH MESSAGING HOLDINGS,
      INC.May
      20, 2010
            By:
            /s/ Shane
      GauShane
      GauChief
      Executive Officer





May
      20, 2010
            By:
            /s/ David
      R. WellsDavid
      R. WellsChief
      Financial Officer








16