UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q


(Mark
One)


x
            Quarterly
      Report Pursuant to Section13 or 15(d) of the Securities Exchange Act of
      1934





For the
quarterly period ended September 30, 2009 or





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





For the
transition period from __________ to __________


Commission
File Number: 001-12555











ATRINSIC,
INC









Delaware
              
              06-1390025(State
      or other jurisdiction of
                incorporation
      or organization)
              
              (I.R.S.
      Employer Identification No.)





469
7th
Avenue, 10th Floor,
New York, NY 10018


(Address
of principal executive offices) (ZIP Code)




(212)
716-1977


(Registrant’s
telephone number, including area code)













Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities and 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 xNo  ̈





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Date File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).


Yes  ̈No x


Indicate
by check mark 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 filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.




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





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


Yes  ̈ No x


Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Securities and Exchange
Act of 1934 subsequent to the distribution of securities under a plan confirmed
by a court.  Yes xNo  ̈





As of
November 13, 2009, the Company had 20,862,826 shares of Common Stock, $0.01 par
value, outstanding, which excludes 2,741,318 shares held in
treasury.





Table
of Contents




PagePART
      I
                FINANCIAL
      INFORMATIONItem
      1
                Financial
      Statements
                3Item
      2
                Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                15Item
      3
                Quantitative
      and Qualitative Disclosures about Market Risk
                23Item
      4T
                Controls
      and Procedures
                23PART
      II
                OTHER
      INFORMATIONItem
      1A
                Risk
      Factors
                24Item
      2
                Unregistered
      Sales of Equity Securities and Use of Proceeds
                31Item
      6
                Exhibits
                32


2
  Item 1
Fianncial Statements
 ATRINSIC,
INC. AND SUBSIDIARIES


CONDENSED
CONSOLIDATED BALANCE SHEETS


(UNAUDITED)


(Dollars
in thousands, except per share data)





September 30,
                    
                    
                    December 31,2009
                    
                    
                    2008ASSETSCurrent
      AssetsCash
      and cash equivalents
                    
                    $
                    17,591
                    
                    
                    $
                    20,410Marketable
      securities
                    
                    
                    -
                    
                    
                    
                    4,245Accounts
      receivable, net of allowance for doubtful accounts of $5,002 and
      $2,938
                    
                    
                    11,492
                    
                    
                    
                    16,790Income
      tax receivable
                    
                    
                    2,676
                    
                    
                    
                    2,666Prepaid
      expenses and other current assets
                    
                    
                    3,027
                    
                    
                    
                    3,686Total
      Currents Assets
                    
                    
                    34,786
                    
                    
                    
                    47,797PROPERTY
      AND EQUIPMENT, net of accumulated depreciation of $918 and
      $1,435
                    
                    
                    3,646
                    
                    
                    
                    3,525GOODWILL
                    
                    
                    12,096
                    
                    
                    
                    11,075INTANGIBLE
      ASSETS, net of accumulated amortization of $8,167 and
    $5,683
                    
                    
                    12,850
                    
                    
                    
                    12,508DEFERRED
      TAXES
                    
                    
                    4,843
                    
                    
                    
                    778INVESTMENTS,
      ADVANCES AND OTHER ASSETS
                    
                    
                    1,865
                    
                    
                    
                    3,080TOTAL
      ASSETS
                    
                    $
                    70,086
                    
                    
                    $
                    78,763LIABILITIES
      AND EQUITYCurrent
      LiabilitiesAccounts
      payable
                    
                    $
                    6,956
                    
                    
                    $
                    7,194Accrued
      expenses
                    
                    
                    10,683
                    
                    
                    
                    13,941Note
      payable
                    
                    
                    -
                    
                    
                    
                    1,858Deferred
      revenues and other current liabilities
                    
                    
                    2,706
                    
                    
                    
                    1,121Total
      Current Liabilities
                    
                    
                    20,345
                    
                    
                    
                    24,114STOCKHOLDERS'
      EQUITYCommon
      stock - par value $.01, 100,000,000 authorized, 23,580,527 and 22,992,280
      shares issued at 2009 and 2008, respectively; and, 20,839,209 and
      21,083,354 shares outstanding at 2009 and 2008,
    respectively.
                    
                    
                    236
                    
                    
                    
                    230Additional
      paid-in capital
                    
                    
                    178,955
                    
                    
                    
                    177,347Accumulated
      other comprehensive loss
                    
                    
                    (89
                    )
                    
                    
                    (286
                    )Common
      stock, held in treasury, at cost, 2,741,318 and 1,908,926 shares as of
      September 30, 2009 and December 31, 2008.
                    
                    
                    (4,992
                    )
                    
                    
                    (4,053
                    )Accumulated
      deficit
                    
                    
                    (124,369
                    )
                    
                    
                    (118,849
                    )Total
      Stockholders' Equity
                    
                    
                    49,741
                    
                    
                    
                    54,389NONCONTROLLING
      INTEREST
                    
                    
                    -
                    
                    
                    
                    260TOTAL
      EQUITY
                    
                    
                    49,741
                    
                    
                    
                    54,649TOTAL
      LIABILITIES AND EQUITY
                    
                    $
                    70,086
                    
                    
                    $
                    78,763





The
accompanying notes are an integral part of these Condensed Consolidated
Financial Statements


3





ATRINSIC,
INC. AND SUBSIDIARIES


CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS


(UNAUDITED)


(Dollars
in thousands, except per share data)





Three Months Ended
                    
                    
                    Nine Months EndedSeptember 30,
                    
                    
                    September 30,2009
                    
                    
                    2008
                    
                    
                    2009
                    
                    
                    2008Subscription
                    
                    $
                    4,889
                    
                    
                    $
                    15,362
                    
                    
                    $
                    15,099
                    
                    
                    $
                    38,919Transactional
                    
                    
                    9,984
                    
                    
                    
                    15,457
                    
                    
                    
                    40,330
                    
                    
                    
                    52,089NET
      REVENUE
                    
                    
                    14,873
                    
                    
                    
                    30,819
                    
                    
                    
                    55,429
                    
                    
                    
                    91,008OPERATING
      EXPENSESCost
      of media-third party
                    
                    
                    9,911
                    
                    
                    
                    20,853
                    
                    
                    
                    35,859
                    
                    
                    
                    60,778Product
      and distribution
                    
                    
                    3,651
                    
                    
                    
                    2,681
                    
                    
                    
                    8,502
                    
                    
                    
                    7,634Selling
      and marketing
                    
                    
                    2,168
                    
                    
                    
                    2,596
                    
                    
                    
                    7,095
                    
                    
                    
                    6,757General,
      administrative and other operating
                    
                    
                    3,659
                    
                    
                    
                    3,304
                    
                    
                    
                    10,563
                    
                    
                    
                    12,345Depreciation
      and amortization
                    
                    
                    549
                    
                    
                    
                    1,336
                    
                    
                    
                    3,111
                    
                    
                    
                    2,61619,938
                    
                    
                    
                    30,770
                    
                    
                    
                    65,130
                    
                    
                    
                    90,130(LOSS)
      INCOME FROM OPERATIONS
                    
                    
                    (5,065
                    )
                    
                    
                    49
                    
                    
                    
                    (9,701
                    )
                    
                    
                    878OTHER
      (INCOME) EXPENSEInterest
      income and dividends
                    
                    
                    (5
                    )
                    
                    
                    (207
                    )
                    
                    
                    (67
                    )
                    
                    
                    (568
                    )Interest
      expense
                    
                    
                    1
                    
                    
                    
                    83
                    
                    
                    
                    76
                    
                    
                    
                    83Other
      expense (income)
                    
                    
                    -
                    
                    
                    
                    271
                    
                    
                    
                    5
                    
                    
                    
                    145(4
                    )
                    
                    
                    147
                    
                    
                    
                    14
                    
                    
                    
                    (340
                    )(LOSS)
      INCOME BEFORE TAXES AND EQUITY IN LOSS OF INVESTEE
                    
                    
                    (5,061
                    )
                    
                    
                    (98
                    )
                    
                    
                    (9,715
                    )
                    
                    
                    1,218INCOME
      TAXES
                    
                    
                    (2,736
                    )
                    
                    
                    (77
                    )
                    
                    
                    (4,336
                    )
                    
                    
                    517EQUITY
      IN LOSS OF INVESTEE, AFTER TAX
                    
                    
                    61
                    
                    
                    
                    -
                    
                    
                    
                    113
                    
                    
                    
                    -NET
      (LOSS) INCOME
                    
                    
                    (2,386
                    )
                    
                    
                    (21
                    )
                    
                    
                    (5,492
                    )
                    
                    
                    701LESS:
      NET (INCOME) LOSS ATTRIBUTABLE TO NONCONTROLLING INTEREST, AFTER
      TAX
                    
                    
                    -
                    
                    
                    
                    (15
                    )
                    
                    
                    28
                    
                    
                    
                    (92
                    )NET
      (LOSS) INCOME ATTRIBUTABLE TO ATRINSIC, INC
                    
                    $
                    (2,386
                    )
                    
                    $
                    (6
                    )
                    
                    
                    (5,520
                    )
                    
                    $
                    793NET
      (LOSS) INCOME ATTRIBUTABLE TO ATRINSIC, INC PER SHAREBasic
                    
                    $
                    (0.12
                    )
                    
                    $
                    (0.00
                    )
                    
                    $
                    (0.27
                    )
                    
                    $
                    0.04Diluted
                    
                    $
                    (0.12
                    )
                    
                    $
                    (0.00
                    )
                    
                    $
                    (0.27
                    )
                    
                    $
                    0.04WEIGHTED
      AVERAGE SHARES OUTSTANDING:Basic
                    
                    
                    20,634,558
                    
                    
                    
                    22,545,451
                    
                    
                    
                    20,570,326
                    
                    
                    
                    21,208,980Diluted
                    
                    
                    20,634,558
                    
                    
                    
                    22,545,451
                    
                    
                    
                    20,570,326
                    
                    
                    
                    22,006,232





The
accompanying notes are an integral part of these Condensed Consolidated
Financial Statements


4





ATRINSIC,
INC. AND SUBSIDIARIES


CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS


(UNAUDITED)


(Dollars
in thousands, except per share data)





Nine
      Months EndedSeptember
      30,2009
                      
                      
                      2008Cash
      Flows From Operating ActivitiesNet
      (loss) income
                      
                      $
                      (5,492
                      )
                      
                      $
                      793Adjustments
      to reconcile net loss (income) to net cash provided by (used in)
      operating activities:Allowance
      for doubtful accounts
                      
                      
                      1,824
                      
                      
                      
                      1,221Depreciation
      and amortization
                      
                      
                      3,111
                      
                      
                      
                      3,097Stock-based
      compensation expense
                      
                      
                      1,080
                      
                      
                      
                      1,009Stock
      for service
                      
                      
                      16
                      
                      
                      
                      -Net
      loss on sale of marketable securities
                      
                      
                      -
                      
                      
                      
                      238Deferred
      income taxes
                      
                      
                      (4,640
                      )
                      
                      
                      (1,248
                      )Equity
      in loss (income) of investee
                      
                      
                      186
                      
                      
                      
                      (92
                      )Changes
      in operating assets and liabilities of business, net of
      acquisitions:Accounts
      receivable
                      
                      
                      4,812
                      
                      
                      
                      2,872Prepaid
      income tax
                      
                      
                      (11
                      )
                      
                      
                      (2,478
                      )Prepaid
      expenses and other current assets
                      
                      
                      1,334
                      
                      
                      
                      2,116Accounts
      payable
                      
                      
                      (237
                      )
                      
                      
                      (3,412
                      )Other,
      principally accrued expenses
                      
                      
                      (4,330
                      )
                      
                      
                      1,215Net
      cash (used in) provided by operating activities
                      
                      
                      (2,347
                      )
                      
                      
                      5,331Cash
      Flows From Investing ActivitiesCash
      received from investee
                      
                      
                      1,940
                      
                      
                      
                      -Cash
      paid to investees
                      
                      
                      (914
                      )
                      
                      
                      (7,041
                      )Purchases
      of marketable securities
                      
                      
                      -
                      
                      
                      
                      (6,332
                      )Proceeds
      from sales of marketable securities
                      
                      
                      4,242
                      
                      
                      
                      20,758Business
      combinations
                      
                      
                      (1,740
                      )
                      
                      
                      12,271Acquistion
      of loan receivable
                      
                      
                      (480
                      )
                      
                      
                      -Capital
      expenditures
                      
                      
                      (675
                      )
                      
                      
                      (1,737
                      )Net
      cash provided by investing activities
                      
                      
                      2,373
                      
                      
                      
                      17,919Cash
      Flows From Financing ActivitiesRepayments
      of notes payable
                      
                      
                      (1,750
                      )
                      
                      
                      (111
                      )Liquidation
      of non-controlling interest
                      
                      
                      (288
                      )
                      
                      
                      -Return
      of investment - noncontrolling interest
                      
                      
                      138
                      
                      
                      
                      -Purchase
      of common stock held in treasury
                      
                      
                      (939
                      )
                      
                      
                      (2,581
                      )Proceeds
      from exercise of options
                      
                      
                      -
                      
                      
                      
                      343Net
      cash used in financing activities
                      
                      
                      (2,839
                      )
                      
                      
                      (2,349
                      )Effect
      of exchange rate changes on cash and cash equivalents
                      
                      
                      (6
                      )
                      
                      
                      -Net
      (Decrease) Increase In Cash and Cash Equivalents
                      
                      
                      (2,819
                      )
                      
                      
                      20,901Cash
      and Cash Equivalents at Beginning of Year
                      
                      
                      20,410
                      
                      
                      
                      987Cash
      and Cash Equivalents at End of Period
                      
                      $
                      17,591
                      
                      
                      $
                      21,888SUPPLEMENTAL
      DISCLOSURES OF CASH FLOW INFORMATIONCash
      paid for interest
                      
                      $
                      72
                      
                      
                      $
                      20Cash
      paid for taxes
                      
                      $
                      284
                      
                      
                      $
                      2,548Extinguishment
      of loan receivable in connection with business combination
                      
                      $
                      480
                      
                      
                      $
                      -Common
      stock issued for extinguishment of loan receivable in connection with
      business combination
                      
                      $
                      146
                      
                      
                      $
                      -Common
      stock issued in connection with business combination
                      
                      $
                      575
                      
                      
                      $
                      155,232





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




5




ATRINSIC,
INC. AND SUBSIDIARY


CONDENSED
CONSOLIDATED STATEMENT OF EQUITY


(UNAUDITED)


For
the Nine Months Ended September 30,


(Dollars
in thousands, except per share data)





Retained
                    
                    
                    AccumulatedAdditional
                    
                    
                    Earnings
                    
                    
                    OtherComprehensive
                    
                    
                    Common
      Stock
                    
                    
                    Paid-In
                    
                    
                    (Accumulated
                    
                    
                    Comprehensive
                    
                    
                    Treasury
      Stock
                    
                    
                    Noncontrolling
                    
                    
                    TotalLoss
                    
                    
                    Shares
                    
                    
                    Amount
                    
                    
                    Capital
                    
                    
                    Deficit)
                    
                    
                    Loss
                    
                    
                    Shares
                    
                    
                    Amount
                    
                    
                    Interest
                    
                    
                    EquityBalance
      at December 31, 2008
                    
                    
                    
                    
                    
                    22,992,280
                    
                    
                    $
                    230
                    
                    
                    $
                    177,347
                    
                    
                    $
                    (118,849
                    )
                    
                    $
                    (286
                    )
                    
                    
                    1,908,926
                    
                    
                    $
                    (4,053
                    )
                    
                    $
                    260
                    
                    
                    $
                    54,649Net
      loss
                    
                    $
                    (5,492
                    )
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (5,520
                    )
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    28
                    
                    
                    
                    (5,492
                    )Foreign
      currency translation adjustment
                    
                    
                    197
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    197
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    197Comprehensive
      loss
                    
                    $
                    (5,295
                    )Liquidation
      of non controlling interest
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (288
                    )
                    
                    
                    (288
                    )Stock
      based compensation expense
                    
                    
                    -
                    
                    
                    
                    88,342
                    
                    
                    
                    
                    
                    
                    
                    1,080
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    1,080Issuance
      of common stock
                    
                    
                    -
                    
                    
                    
                    499,905
                    
                    
                    
                    6
                    
                    
                    
                    531
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    537Tax
      shortfall on Stock based compensation
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (141
                    )
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (141
                    )Purchase
      of common stock, at cost
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    832,392
                    
                    
                    
                    (939
                    )
                    
                    
                    -
                    
                    
                    
                    (939
                    )Return
      of Equity
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    138
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    138Balance
      at September 30, 2009
                    
                    
                    -
                    
                    
                    
                    23,580,527
                    
                    
                    $
                    236
                    
                    
                    $
                    178,955
                    
                    
                    $
                    (124,369
                    )
                    
                    $
                    (89
                    )
                    
                    
                    2,741,318
                    
                    
                    $
                    (4,992
                    )
                    
                    $
                    -
                    
                    
                    $
                    49,741





The
accompanying notes are an integral part of these Condensed Consolidated
Financial Statements


6


ATRINSIC,
INC. AND SUBSIDIARIES


NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





Note 1 - Basis of
Presentation





The
accompanying Condensed Consolidated Balance Sheet as of September 30, 2009, the
Condensed Consolidated Statements of Operations for the three and nine months
ended September 30, 2009 and 2008, and the Condensed Consolidated Statements of
Cash Flows for the nine months ended September 30, 2009 and 2008 are unaudited,
but in the opinion of management include all adjustments necessary for the fair
presentation of financial position, the results of operations and cash flows for
the periods presented and have been prepared in a manner consistent with the
audited financial statements for the year ended December 31, 2008. Results
of operations for interim periods are not necessarily indicative of annual
results. These financial statements should be read in conjunction with the
audited financial statements for the year ended December 31, 2008, included
in the Company’s Annual Report on Form 10-K filed on March 27,
2009.





The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets, liabilities, revenue and expenses as well
as the disclosure of contingent assets and liabilities. Management continually
evaluates its estimates and judgments including those related to allowances for
doubtful accounts and the associated allowances for returns and chargebacks,
useful lives of property, plant and equipment and intangible assets, fair value
of stock options granted, forfeiture rate of equity based compensation grants,
probable losses associated with pre-acquisition contingencies, income taxes and
other contingencies. Management bases its estimates and judgments on historical
experience and other factors that are believed to be reasonable in the
circumstances. Actual results may differ from those estimates. Macroeconomic
conditions may directly, or indirectly through our business partners and
vendors, impact our financial performance and available resources. Such
conditions may, in turn, impact the aforementioned estimates and
assumptions.





Certain
prior year amounts have been reclassified to conform to the current year’s
presentation, specific to account groupings within the Company’s unaudited
condensed consolidated financial statements.





Note2–Purchase
of the Assets of ShopIt.com





On
December 2, 2008 the Company entered into a Marketing Services and License
Agreement (the “Agreement”) with Shopit.  Under the Agreement the
Company performed certain marketing and administrative services for Shopit and
distributed proprietary and third party advertisements through Shopit.com and
its social media advertising network. The Agreement provided Shopit with a
revenue share of all leads monetized by the Company. Under the Agreement, the
Company made periodic advance payments and made incremental advances to ShopIt
to support continued marketing and product development.





On July
31, 2009, the Company entered into an Asset Purchase Agreement (“APA”) with
ShopIt.com pursuant to which the Company acquired certain net assets from
ShopIt.com, including but not limited to software, trademarks and certain domain
names. ShopIt will be a fully comprehensive e-commerce platform that connects
buyers and merchants benefitting from the utilization of social media. The
Company purchased ShopIt to be the foundation of its e-commerce platform and a
distribution point for its social media application. In consideration for the
assets, the Company at the closing cancelled $1.8 million in aggregate principal
amount of indebtedness owed by ShopIt to the Company, paid to ShopIt $450,000
and issued 380,000 shares of the Company’s common stock, of which 180,000 shares
were distributed to certain secured debt-holders of ShopIt and 200,000 shares
were placed in escrow to be available until July 31, 2010 until finalization of
the opening Balance Sheet. Of the $1.8 million of indebtedness owed by
ShopIt, $1.1 million related to a marketing agreement between the Company and
ShopIt and $640,000 of debt was purchased at a discount from ShopIt’s
debt-holders’ prior to entering into the APA. The Company purchased the $640,000
debt for $480,000 in cash and 80,000 shares of the Company’s stock. The
debt-holder share consideration for both the 180,000 and the 80,000 shares,
issued to debt-holders, are subject to put options at $2 per share which were
valued at fair market value using an option pricing model, recorded as a
liability and marked to market through earnings each accounting period. The put
options are exercisable at any time during the 30 day period commencing on the
date which is twelve months following the closing date of the APA and the
Assignment Agreements. The put options are recorded in other current liabilities
on the Condensed Consolidated Balance Sheets and classified as Level II in
accordance with ASC 820.





The
purchase was accounted for as a business combination in accordance with ASC 805
(formerly SFAS No. 141R), “Business Combinations”. There was no goodwill
recorded as a result of the acquisition and all acquisition costs are recorded
in the Condensed Consolidated Statement of Operations in the period
incurred.


7


The table
below shows the fair value of the consideration paid in connection with the
Asset Purchase Agreement:





Closing
      payment
                    
                    $
                    450Pre
      existing cash advances to ShopIt
                    
                    
                    1,175Extinguishment
      of debt issued by ShopIt
                    
                    
                    480Equity
      instruments (380,000 shares at closing )
                    
                    
                    414Equity
      instruments (80,000 shares in connection with prior period
      consideration)
                    
                    
                    74Put
      options (180,000 shares at closing)
                    
                    
                    161Put
      options ( 80,000 shares in connection with prior period
      consideration)
                    
                    
                    72Total
      consideration
                    
                    $
                    2,826





The
purchase price was allocated to the assets acquired based on their estimated
fair values as of the date of acquisition is summarized below:




Software,
      estimated useful life - 5 yrs
                    
                    $
                    1,000Domain
      names
                    
                    
                    1,000Trademarks
      and Trade names
                    
                    
                    826Estimate
      Fair Value of Assets Acquired
                    
                    $
                    2,826





In accordance with ASC 805, the
purchase price allocation is preliminary for up to 12 months after the
acquisition date and subject to revision as more detailed analyses are completed
and additional information about fair value of assets becomes available. Pro
forma financial information related to this acquisition has not been provided as
it is not material to the Company’s results of operations.




Note3–Investments
and Advances





Joint
Venture with Visionaire and Mango Networks





On July
30, 2008, the Company entered into an agreement to launch online and mobile
marketing services and offer the Company’s mobile products in the Indian
market.  Under the agreement, the Company owns 19% of the Joint
Venture and is required to pay up to $325,000 in return for Compulsory
Convertible Debentures which can be converted to common stock at any time, at
the Company’s sole discretion. Under the agreement, the Company is entitled to
one of three seats on the Board of Directors. The Company is accounting for the
investment under the cost method of accounting. Amounts paid under the agreement
as of September 30, 2009 were $225,000.




Investment in The
Billing Resource, LLC





On
October 30, 2008, the Company acquired a 36% noncontrolling interest in The
Billing Resource, LLC (“TBR”). TBR provides alternative billing services to the
Company and unrelated third parties. The Company contributed $2.2 million on
formation and provided an additional $1.0 million of working capital to support
near term growth. As of September 30, 2009, the Company received a return
of capital of $1.9 million from TBR. As of September 30, 2009 the Company’s net
investment in TBR totals $1.1 million and is included in Investments, Advances
and Other Assets on the accompanying Condensed Consolidated Balance
Sheet.





In
addition, the Company has an operating agreement with TBR whereby TBR provides
billing services to the Company and its customers.  The agreement
reflects transactions in the normal course of business and was negotiated on an
arm’s length basis. At September 30, 2009, TBR, its affiliated entities, and
entities under common control are indebted to the Company $2.2 million which is
included in the accompanying Condensed Consolidated Balance Sheet.





The
Company records its investment in TBR under the equity method of accounting and
as such presents its prorata share of the equity in earnings and losses of TBR
within its quarterly and year end reported results. The Company recorded $61,000
and $113,000 as equity in loss for the three and nine months ended September 30,
2009.




8




Note4-Concentration
of Business and Credit Risk





Atrinsic
is currently utilizing several billing partners in order to provide content and
subsequent billings to the end user. These billing partners, or aggregators, act
as a billing interface between Atrinsic and the mobile phone carriers that
ultimately bill Atrinsic’s end user subscribers. These partner companies have
not had long operating histories in the U.S. or operations with traditional
business models. These companies face a greater business risk in the
marketplace, due to a constant evolving business environment that stems from the
infancy of the U.S. mobile content industry. In addition, the Company also has
customers other than aggregators that represent significant amounts of revenues
and accounts receivable.





The table
below represents the company’s concentration of business and credit risk by
customers and aggregators.





For
      The Nine Months EndedSeptember
      30,2009
                      
                      
                      2008RevenuesCustomer
      A
                      
                      
                      29
                      %
                      
                      
                      15
                      %Billing
      Aggregator D
                      
                      
                      9
                      %
                      
                      
                      6
                      %Customer
      E
                      
                      
                      7
                      %
                      
                      
                      7
                      %Customer
      C
                      
                      
                      6
                      %
                      
                      
                      4
                      %Other
      Customers & Aggregators
                      
                      
                      49
                      %
                      
                      
                      68
                      %





As
      of September 30,2009
                                  
                                  
                                  2008Accounts
      ReceivableCustomer
      A
                                  
                                  
                                  16
                                  %
                                  
                                  
                                  9
                                  %Customer
      B
                                  
                                  
                                  14
                                  %
                                  
                                  
                                  0
                                  %Customer
      C
                                  
                                  
                                  10
                                  %
                                  
                                  
                                  3
                                  %Billing
      Aggregator D
                                  
                                  
                                  9
                                  %
                                  
                                  
                                  25
                                  %Other
      Customers & Aggregators
                                  
                                  
                                  51
                                  %
                                  
                                  
                                  63
                                  %




9


Note5–
Goodwill





The gross
carrying value of goodwill and intangibles as well as the accumulated
amortization of the intangibles are as follows:





September
      30,
                                                  
                                                  
                                                  December
      31,2009
                                                  
                                                  
                                                  2008Useful
                                                  
                                                  
                                                  Gross
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  Impairment/
                                                  
                                                  
                                                  Net
                                                  
                                                  
                                                  Gross
                                                  
                                                  
                                                  Impairment/
                                                  
                                                  
                                                  NetLife
                                                  
                                                  
                                                  Carrying
                                                  
                                                  
                                                  Acquisition/
                                                  
                                                  
                                                  Accumulated
                                                  
                                                  
                                                  Carrying
                                                  
                                                  
                                                  Carrying
                                                  
                                                  
                                                  Accumulated
                                                  
                                                  
                                                  Carrying(in years)
                                                  
                                                  
                                                  Value
                                                  
                                                  
                                                  Adjustments
                                                  
                                                  
                                                  Amortization
                                                  
                                                  
                                                  Value
                                                  
                                                  
                                                  Value
                                                  
                                                  
                                                  Amortization
                                                  
                                                  
                                                  ValueUnamortized
      intangible assets:Goodwill
                                                  
                                                  
                                                  
                                                  
                                                  $
                                                  11,075
                                                  
                                                  
                                                  $
                                                  1,021
                                                  
                                                  
                                                  $
                                                  -
                                                  
                                                  
                                                  
                                                  12,096
                                                  
                                                  
                                                  $
                                                  125,858
                                                  
                                                  
                                                  $
                                                  (114,783
                                                  )
                                                  
                                                  $
                                                  11,075Other
      unamortized identifiable intangible assets:Trademarks
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  11
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  11
                                                  
                                                  
                                                  
                                                  11
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  11Trade
      name / Trademarks
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  5,323
                                                  
                                                  
                                                  
                                                  826
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  6,149
                                                  
                                                  
                                                  
                                                  5,323
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  5,323Domain
      Name
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  1,174
                                                  
                                                  
                                                  
                                                  1,000
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  2,174
                                                  
                                                  
                                                  
                                                  1,174
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  1,174Other
      amortized identifiable intangible assets:Acquired
      Software Technology
                                                  
                                                  3 -
      5
                                                  
                                                  
                                                  
                                                  2,431
                                                  
                                                  
                                                  
                                                  1,000
                                                  
                                                  
                                                  
                                                  (1,351
                                                  )
                                                  
                                                  
                                                  2,080
                                                  
                                                  
                                                  
                                                  2,431
                                                  
                                                  
                                                  
                                                  (743
                                                  )
                                                  
                                                  
                                                  1,688Domain
      Name
                                                  
                                                  3
                                                  
                                                  
                                                  
                                                  550
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  (306
                                                  )
                                                  
                                                  
                                                  244
                                                  
                                                  
                                                  
                                                  550
                                                  
                                                  
                                                  
                                                  (168
                                                  )
                                                  
                                                  
                                                  382Licensing
                                                  
                                                  2
                                                  
                                                  
                                                  
                                                  580
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  (580
                                                  )
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  580
                                                  
                                                  
                                                  
                                                  (580
                                                  )
                                                  
                                                  
                                                  -Trade
      names
                                                  
                                                  9
                                                  
                                                  
                                                  
                                                  1,320
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  (244
                                                  )
                                                  
                                                  
                                                  1,076
                                                  
                                                  
                                                  
                                                  1,320
                                                  
                                                  
                                                  
                                                  (134
                                                  )
                                                  
                                                  
                                                  1,186Customer
      list
                                                  
                                                  1.5
                                                  
                                                  
                                                  
                                                  949
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  (949
                                                  )
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  949
                                                  
                                                  
                                                  
                                                  (949
                                                  )
                                                  
                                                  
                                                  -Customer
      list
                                                  
                                                  3
                                                  
                                                  
                                                  
                                                  669
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  (372
                                                  )
                                                  
                                                  
                                                  297
                                                  
                                                  
                                                  
                                                  669
                                                  
                                                  
                                                  
                                                  (205
                                                  )
                                                  
                                                  
                                                  464Subscriber
      Database
                                                  
                                                  1
                                                  
                                                  
                                                  
                                                  3,956
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  (3,956
                                                  )
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  3,956
                                                  
                                                  
                                                  
                                                  (2,679
                                                  )
                                                  
                                                  
                                                  1,277Restrictive
      Covenants
                                                  
                                                  5
                                                  
                                                  
                                                  
                                                  1,228
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  (409
                                                  )
                                                  
                                                  
                                                  819
                                                  
                                                  
                                                  
                                                  1,228
                                                  
                                                  
                                                  
                                                  (225
                                                  )
                                                  
                                                  
                                                  1,003Total
      identifiable intangible assets
                                                  
                                                  
                                                  
                                                  
                                                  $
                                                  18,191
                                                  
                                                  
                                                  $
                                                  2,826
                                                  
                                                  
                                                  $
                                                  (8,167
                                                  )
                                                  
                                                  $
                                                  12,850
                                                  
                                                  
                                                  $
                                                  18,191
                                                  
                                                  
                                                  $
                                                  (5,683
                                                  )
                                                  
                                                  $
                                                  12,508





During
the first quarter of 2009, the Company revised its estimate of the fair market
value of certain pre acquisition contingencies and other merger related
liabilities for its acquisitions of Traffix, Inc., and Ringtone.com. This
resulted in an increase of the Company’s liabilities by approximately $0.9
million. In the second quarter of 2009 the Company increased its liabilities by
a further $0.1 million in relation to its acquisition of Ringtone.com. In the
third quarter of 2009, as a result of the purchase of the assets of ShopIt.com,
the Company recorded $2.8 million of identifiable intangible assets (see note
2).





At
December 31, 2009, the Company will perform its annual impairment test and
believes it is possible that it will have an impairment of goodwill and other
long lived identifiable intangible assets in the future, which will result in a
non cash impairment charge reflected in the statement of
operations.





Note6- Stock-basedcompensation





On June
25, 2009, the Company adopted the Atrinsic, Inc. 2009 Stock Incentive
Plan.  Under the plan, the Company is authorized to grant equity-based
awards in the form of stock options, restricted common stock, restricted stock
units, stock appreciation rights, and other stock based awards to employees
(including executive officers), directors and consultants of the Company and its
subsidiaries. The maximum number of shares available for grant under the plan is
2,750,000 shares of common stock.  The number of shares available for
award under the plan is subject to adjustment for certain corporate changes and
based on the types of awards provided, all in accordance with the provisions of
the plan.





Following
adoption of the 2009 Stock Incentive Plan, executives were granted 750,000
restricted stock units under the plan which will vest after the closing of
trading on the date that the average per share trading price of the Company’s
common stock during any period of 10 consecutive trading days equals or exceeds
$7.50 or upon a change in control of the Company, as defined in the plan. In
addition, the Company adopted a one-time option exchange program pursuant to
which 283,334 restricted stock units were granted in exchange for 850,000
options held by certain executives of the Company. On each of December 31, 2009,
December 31, 2010, and December 31, 2011, one-third of the restricted stock
units held by each individual will be eligible for vesting in accordance with
quantitative and qualitative measures to be determined by the Compensation
Committee of the Board. On October 6, 2009, Burton Katz resigned from his
position as Chief Executive Officer of the Company and also resigned from the
Company’s Board of Directors. On October 20, 2009, the Company and Burton Katz
entered into a Separation and Mutual Release Agreement which provides that the
375,000 restricted stock units held by Mr. Katz are cancelled along with all
rights of Mr. Katz to receive shares of common stock of theCompany pursuant to such restricted stock
units.


10


The fair
value of share-based awards granted is estimated on the date of grant using the
Black-Scholes option pricing model or binominal option model, when appropriate.
The key assumptions for these models are expected term, expected volatility,
risk-free interest rate, dividend yield and strike price. Many of these
assumptions are judgmental and highly sensitive.




The
Company recorded $1.1 million and $1.0 million of stock based compensation
expense for the nine months ended September 30, 2009 and 2008, respectively, as
follows:





Nine
      Months EndedSeptember
      30,2009
                  
                  
                  2008Product
      and distribution
                  
                  $
                  138
                  
                  
                  $
                  110General
      and administrative and other operating
                  
                  
                  942
                  
                  
                  
                  900$
                  1,080
                  
                  
                  $
                  1,010





Note7–(Loss) Incomeper Share Attributable
toAtrinsic, Inc





Basic
(loss) income per share attributable to Atrinsic, Inc. is computed by dividing
reported (loss) income by the weighted average number of shares of common stock
outstanding for the period. Diluted (loss) income per share includes the effect,
if any, of the potential issuance of additional shares of common stock as a
result of the exercise or conversion of dilutive securities, using the treasury
stock method. Potential dilutive securities for the Company include outstanding
stock options, warrants and convertible debt.





The
computational components of basic and diluted (loss) income per share are as
follows:





Three
      Months Ended
                                    
                                    
                                    Nine
      Months EndedSeptember
      30,
                                    
                                    
                                    September
      30,2009
                                    
                                    
                                    2008
                                    
                                    
                                    2009
                                    
                                    
                                    2008EPS
      Denominator:Basic
      weighted average shares
                                    
                                    
                                    20,634,558
                                    
                                    
                                    
                                    22,545,451
                                    
                                    
                                    
                                    20,570,326
                                    
                                    
                                    
                                    21,208,980Effect
      of dilutive securities
                                    
                                    
                                    
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    797,252Diluted
      weighted average shares
                                    
                                    
                                    20,634,558
                                    
                                    
                                    
                                    22,545,451
                                    
                                    
                                    
                                    20,570,326
                                    
                                    
                                    
                                    22,006,232EPS
      Numerator (effect on net income):Net
      (loss) income attributable to Atrinsic, Inc.
                                    
                                    $
                                    (2,386
                                    )
                                    
                                    $
                                    (6
                                    )
                                    
                                    $
                                    (5,520
                                    )
                                    
                                    $
                                    793Effect
      of dilutive securities
                                    
                                    
                                    
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -Diluted
      (loss) income attributable to Atrinsic, Inc.
                                    
                                    $
                                    (2,386
                                    )
                                    
                                    $
                                    (6
                                    )
                                    
                                    $
                                    (5,520
                                    )
                                    
                                    $
                                    793Net
      (loss) income per common share:Basic
      weighted average (loss) income attributable to Atrinsic,
    Inc.
                                    
                                    $
                                    (0.12
                                    )
                                    
                                    $
                                    (0.00
                                    )
                                    
                                    $
                                    (0.27
                                    )
                                    
                                    $
                                    0.04Effect
      of dilutive securities
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -Diluted
      weighted average (loss) income attributable to Atrinsic,
    Inc.
                                    
                                    $
                                    (0.12
                                    )
                                    
                                    $
                                    (0.00
                                    )
                                    
                                    $
                                    (0.27
                                    )
                                    
                                    $
                                    0.04





The
Company has issued options, a convertible note payable and warrants, which may
have a dilutive effect on reported earnings if they are exercised or converted
to common stock. Common stock underlying outstanding options, convertible
securities and warrants were not included in the computation of diluted earnings
per share for the three and nine months ended September 30, 2009 and 2008,
because their inclusion would be anti dilutive when applied to the Company’s net
loss/income per share.




Financial
instruments, which may be exchanged for equity securities, are excluded in
periods in which they are anti-dilutive. The following shares were excluded from
the calculation of diluted earnings per share:




11




Anti
      Dilutive EPS DisclosureThree
      Months Ended
                        
                        
                        Nine
      Months EndedSeptember
      30,
                        
                        
                        September
      30,2009
                        
                        
                        2008
                        
                        
                        2009
                        
                        
                        2008Convertible
      note payable
                        
                        
                        -
                        
                        
                        
                        322,878
                        
                        
                        
                        -
                        
                        
                        
                        322,878Options
                        
                        
                        1,892,123
                        
                        
                        
                        3,252,812
                        
                        
                        
                        1,892,123
                        
                        
                        
                        2,662,649Warrants
                        
                        
                        314,443
                        
                        
                        
                        314,443
                        
                        
                        
                        314,443
                        
                        
                        
                        290,909Restricted
      Shares
                        
                        
                        61,969
                        
                        
                        
                        110,000
                        
                        
                        
                        61,969
                        
                        
                        
                        -Restricted
      Stock Units
                        
                        
                        750,000
                        
                        
                        
                        -
                        
                        
                        
                        750,000
                        
                        
                        
                        -





The per
share exercise prices of the options were $0.48 - $14.00 for the nine months
ended September 30, 2009 and 2008. The per share exercise prices of the warrants
were $3.44 - $5.50 for the nine months ended September 30, 2009 and 2008. The
convertible note payable with a face value of $1,750,000, and a conversion price
of $5.42, had a post conversion effect of 322,878 shares in 2008. The
convertible note was paid in cash in 2009.





Note8-Income
Taxes





The
effective tax rate for income (loss) before noncontrolling interest and loss on
investee was 45% and 42% for the nine months ended September 30, 2009 and 2008,
respectively. The Company evaluated available information including estimated
prospective operating result, the historical taxable income and the nature of
the individual tax attributes presented on the Condensed Consolidated Balance
Sheets as of September 30, 2009 when determining whether a valuation allowance
for deferred taxes is necessary. The Company has not provided a valuation
allowance against its deferred tax assets because it is more likely than not
that such benefits will be utilized by the Company.




Uncertain
Tax Positions





The
Company is subject to taxation in the United States for Federal and State, and
certain foreign jurisdictions. The Company’s tax years for 2006, 2007 and 2008
are subject to examination by the tax authorities.  In addition, the
tax returns for certain acquired entities are also subject to examination. As of
September 30, 2009, an estimated liability for uncertain tax positions is
recorded in our Condensed Consolidated Balance Sheets. Management believes that
an adequate provision has been made for any adjustments that may result from tax
examinations. The outcome of tax examinations however, cannot be predicted with
certainty. If any issues addressed in the Company’s tax audits are resolved in a
manner not consistent with management’s expectations, the Company could be
required to adjust its provision for income tax to the extent such adjustments
relate to acquired entities.  Although the timing or the resolution
and/or closure of the audits is highly uncertain, the Company does not believe
that its unrecognized tax benefit will materially change in the next twelve
months





Note9-NewAccounting
Pronouncements





In the
third quarter of 2009, the Company adopted the Financial Accounting Standards
Board (“FASB”) Accounting
Standards Codification (“ASC”).  The ASC is the source of
authoritative, nongovernmental GAAP, except for rules and interpretive releases
of the Securities and Exchange Commission (SEC).  The adoption of the
ASC did not have an impact on the Company’s results of operations or financial
position.




In
October 2009, FASB approved for issuance Emerging Issues Task Force (EITF) issue
08-01, Revenue Arrangements with Multiple Deliverables (currently within the
scope of FASB ASC Subtopic 605-25). This statement provides principles for
allocation of consideration among its multiple-elements, allowing more
flexibility in identifying and accounting for separate deliverables under an
arrangement. The EITF introduces an estimated selling price method for valuing
the elements of a bundled arrangement if vendor-specific objective evidence or
third-party evidence of selling price is not available, and significantly
expands related disclosure requirements. This standard is effective on a
prospective basis for revenue arrangements entered into or materially modified
in fiscal years beginning on or after June 15, 2010. Alternatively,
adoption may be on a retrospective basis, and early application is permitted.
The Company is currently evaluating the impact of adopting this
pronouncement.


12




In
June 2009, the FASB issued SFAS No. 167, “Amendments to FASB
Interpretation No. 46(R)” (“SFAS No. 167”) which was superseded by the
FASB Codification and included in ASC Topic 810 to require an enterprise to
perform an analysis to determine whether the enterprise’s variable interest or
interests give it a controlling financial interest in a variable interest
entity. This analysis identifies the primary beneficiary of a variable interest
entity as one with the power to direct the activities of a variable interest
entity that most significantly impact the entity’s economic performance and the
obligation to absorb losses of the entity that could potentially be significant
to the variable interest. ASC Topic 810 will be effective as of the beginning of
the annual reporting period commencing after November 15, 2009 and will be
adopted by the Company in the first quarter of 2010. The Company is assessing
the potential impact, if any, of the adoption of the revised guidance included
in ASC Topic 810 on its consolidated financial statements.





In June
2009, the FASB issued ASC 855-10 (formerly SFAS No. 165), “Subsequent
Events”.  ASC 855-10 establishes general standards of accounting for
and disclosure of events that occur after the balance sheet date but before
financial statements are issued.  The effective date of ASC 855-10 is
interim or annual financial periods ending after June 15, 2009.  The
adoption of ASC 855-10 did not have a material effect on the Company’s
consolidated financial statements. Subsequent events have been evaluated through
November 13, 2009.




In
June 2008, the FASB issued ASC 260-10 (formerly FASB Staff Position
No. EITF 03-6-1), “Determining Whether Instruments Granted in Share-Based
Payment Transactions Are Participating Securities.” ASC 260-10 gives guidance as
to the circumstances when unvested share-based payment awards should be included
in the computation of EPS. ASC 260-10 is effective for fiscal years beginning
after December 15, 2008. The adoption of ASC 260-10 did not have an impact
on the Company’s financial statements.




In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements,” which has been superseded ASC 810-10-65-1
and establishes requirements for ownership interests in subsidiaries held by
parties other than us (minority interests) be clearly identified and disclosed
in the consolidated statement of financial position within equity, but separate
from the parent's equity. Any changes in the parent's ownership interests are
required to be accounted for in a consistent manner as equity transactions and
any noncontrolling equity investments in deconsolidated subsidiaries must be
measured initially at fair value. ASC 810-10-65-1 is effective, on a prospective
basis, for fiscal years beginning after December 15, 2008; however, presentation
and disclosure requirements must be retrospectively applied to comparative
financial statements. Except for presentation and disclosure requirements, the
adoption of ASC 810-10-65-1 had no material impact on the Company’s financial
statements.





In
December 2007, the FASB issued SFAS No. 141R, “Business Combinations” which has
been superseded by ASC 805. ASC 805 establishes the principles and requirements
for how an acquirer: (i) recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed and any non-controlling
interest in the acquiree; (ii) recognizes and measures the goodwill acquired in
the business combination or a gain from a bargain purchase; and (iii) determines
what information to disclose to enable users of the financial statements to
evaluate the nature and financial effects of the business combination. ASC 805
is to be applied prospectively to business combinations consummated on or after
the beginning of the first annual reporting period on or after December 15,
2008, with early adoption prohibited. Previously, any release of valuation
allowances for certain deferred tax assets would serve to reduce goodwill,
whereas under the new standard any release of the valuation allowance related to
acquisitions currently or in prior periods will serve to reduce our income tax
provision in the period in which the reserve is released. Additionally, under
ASC 805 transaction-related expenses, which were previously capitalized, will be
expensed as incurred. The adoption of ASC 805 did not have a material effect on
our results of operations or financial position.





Note 10 - Commitments and
Contingencies





The
Company is named in Class Action Lawsuits in Florida, California and Minnesota
involving allegations concerning the Company's marketing practices associated
with some of its services billed and delivered via wireless carriers. The
Company pursued a variety of alternative resolutions to these claims including a
national settlement pertaining to all related matters. On November 6, 2009, the
Superior Court of the State of California for the County of Los Angeles granted
preliminary approval of the settlement. Also in connection with these matters,
as they relate to the Company and its business partners within the industry,
there are potential secondary claims for which certain liabilities are not
probable or estimable. The Company has accrued for all probable and
estimable related costs including $1 million of attorney fees, any estimated
costs, and refunds incurred related to the national settlement, which are
included in Accrued Expenses in the Condensed Consolidated Balance
Sheets.





On
February 2, 2009 the Company filed a complaint against Mobile Messenger PTY LTD
and its subsidiary Mobile Messenger Americas, Inc. (“Mobile Messenger”) to
recover monies owed the Company in connection with transaction activity incurred
in the ordinary and normal course and also included declaratory relief
concerning demands made by Mobile Messenger for indemnification in Mobile
Messenger's settlement in its Florida Class Action Matter which it settled in
late 2008  (“Grey vs. Mobile Messenger”). Mobile Messenger brought
upon the Company a cross complaint seeking injunctive relief, indemnification,
and recoupment of attorney’s fees. The Company disputes the allegations and
continues to vigorously defend itself in these matters considering, among other
things, the specific facts surrounding the underlying claims against the
Company, which we believe, are without merit.


13


In the
ordinary course of business, the Company is involved in various disputes, which
are routine and incidental to the business and the industry in which it
operates. In the opinion of management the results of such disputes will not
have a significant adverse effect on the financial position or the results of
operations of the Company except as otherwise disclosed.





In
certain situations, the Company does have minimum fee obligations assuming the
counterparty performs the required level of services.  We feel that the
level of business activity under normal and ordinary circumstances exceeds the
minimum thresholds.





Note 11 – Subsequent
events





On
October 6, 2009, Burton Katz resigned from his position as Chief Executive
Officer of the Company and also resigned from the Company’s Board of Directors.
On October 20, 2009, the Company and Burton Katz, entered into a Separation and
Mutual Release Agreement.  This agreement provides that the Company will
pay Mr. Katz an amount equal to $850,000 through 2011 in connection with his
separation and that all 375,000 restricted stock units held by Mr. Katz and all
rights of Mr. Katz to receive shares of common stock of the Company pursuant to
such restricted stock units are terminated.  In addition, the
agreement provides that Mr. Katz will have until October 5, 2010 to exercise his
444,434 options to purchase common stock of the Company. All obligations of the
Company relating to Mr. Katz’s resignation will be included as a component of
operating expenses during the quarter ended December 31, 2009. Subsequent events
have been evaluated through November 13, 2009.


14


Item
2 Management’s Discussion and Analysis





CAUTIONARY
STATEMENT





This discussion summarizes the
significant factors affecting our consolidated operating results, financial
condition and liquidity and cash flows for the three and nine months ended
September 30, 2009 and 2008. Except for historical information, the matters
discussed in this “Management’s Discussion and
Analysis” are forward-looking statements that involve risks and uncertainties
and are based upon judgments concerning various factors that are beyond our
control. Actual results could differ materially from those projected in
the “ forward-looking statements” as a
result of, among other things, the factors described under the “Cautionary
Statements and Risk Factors” included elsewhere in this report. The information
contained in this Form 10-Q, as at and for the three and nine months ended
September 30, 2009 and 2008, is intended to update the information contained in
our Annual Report on Form 10-K for the year ended December 31, 2008 of Atrinsic,
Inc. (“we,” “our,” “us”, the “Company,” or “Atrinsic”) and presumes that readers
have access to, and will have read, the “Management’s Discussion and Analysis”
and other information contained in our Annual Report on Form
10-K.




A
NOTE CONCERNING PRESENTATION





This
Quarterly Report on Form 10-Q contains information concerning Atrinsic, Inc. as
it pertains to the periods covered by this report - for the three and nine
months ended September 30, 2009 and 2008.





Executive
Overview





Atrinsic,
Inc. is a digital advertising and marketing services company. Atrinsic has two
main service offerings, Transactional services and Subscription services.
Transactional services offers full service online marketing and distribution
services which are targeted and measurable online campaigns and programs for
marketing partners, corporate advertisers, or their agencies, generating
qualified customer leads, online responses and activities, or increased brand
recognition. Subscription services offer our portfolio of subscription based
content applications direct to users working with wireless carriers and other
distributors.





Atrinsic
brings together the power of the Internet, the latest in mobile technology, and
traditional marketing/advertising methodologies, creating a fully integrated
multi platform vehicle for the advanced generation of qualified leads monetized
by the sale and distribution of subscription content, brand-based distribution
and pay-for-performance advertising. Atrinsic’s service content is organized
into four strategic content groups - digital music, casual games, interactive
contests, and communities/lifestyles. The Atrinsic brands include GatorArcade, a
premium online and mobile gaming site, Ringtone.com, a mobile music download
service, and iMatchUp, one of the first integrated web-mobile dating services.
Feature-rich Transactional advertising services include a mobile ad network,
extensive search capabilities, email marketing, and one of the largest and
growing publisher networks, and proprietary subscription  content.
Services are provided on a variety of pricing models including cost per action,
fixed fee, or commission based arrangements.





Our goal
is to optimize revenues from each of our qualified leads, regardless of the
nature of the services we provide to such parties. Over an extended period of
time our ability to generate incremental revenues relies on our ability to
increase the size and scope of our media, our ability to target campaigns, and
our ability to convert qualified leads into appropriate revenue generating
opportunities





In
managing our business, we internally develop programming or partner with online
content providers to match users with our service offerings, and those of our
advertising clients. Our continued success and prospects for growth are
dependent on our ability to acquire content in a cost effective manner. Our
results may also be impacted by overall economic conditions, trends in the
online marketing and telecommunications industry, competition, and risks
inherent in our customer database, including customer attrition.





There are
a variety of factors that influence our revenues on a periodic basis including
but not limited to: (1) economic conditions and the relative strengths and
weakness of the U.S. economy; (2) client spending patterns and their overall
demand for our service offerings; (3) increases or decreases in our portfolio of
service offerings; and (4) competitive and alternative programs and advertising
mediums.





Similar
to other media based companies, our ability to specifically isolate the relative
historical aggregate impact of price and volume regarding our revenue is not
practical as the majority of our services are sold and managed on an order by
order basis and our revenues are greatly impacted by our decisions regarding
qualified lead monetization. Factors impacting the pricing of our services
include, but are not limited to: (1) the dollar value, length and breadth of the
order; (2) the quality of the desired action; (3) the quantity of actions or
services requested by our clients; and (4) the level of customization required
by our clients.


15


The
principal components of operating expenses are labor, media and media related
expenses (including affiliate compensation, content development and licensing
fees), marketing and promotional expenses (including sales commissions and
customer acquisition and retention expenses) and corporate general and
administrative expenses. We consider our operating cost structure to be
predominantly variable in nature over a short time horizon, and as a result, we
are immediately able to make modifications to our cost structure to what we
believe to be increases or decreases in revenue and market trends. This factor
is important in monitoring our performance in periods when revenues are
increasing or decreasing. In periods where revenues are increasing as a result
of improved market conditions, we will make every effort to best utilize
existing resources, but there can be no guarantee that we will be able to
increase revenues without incurring additional marketing or operating costs and
expenses. Conversely, in a period of declining market conditions we are
immediately able to reduce certain operating expenses and preserve operating
income. Furthermore, if we perceive a decline in market conditions to be
temporary, we may choose to maintain or increase operating expenses for the
future maximization of operating results.





STRATEGIC
INITIATIVES





Our
business strategy involves increasing our overall scale and profitability by
offering a large number of diversified products through a unique distribution
network in the most cost effective manner possible. To achieve this goal, we are
pursuing the following objectives.





Achieve Cross Media Benefits.
One of our strategic objectives is to leverage the cross media benefit derived
primarily from the combination of Atrinsic and Traffix which was consummated on
February 4, 2008. Our premium-billed subscriptions allow us to integrate and to
leverage online and mobile distribution channels to deliver compelling media and
entertainment. The advantage of the fixed Internet is that from a marketing
expense standpoint, the cost of customer acquisitions is generally determinable.
In addition, the Internet is full of free content that is advertisement
supported. The Internet also allows for the delivery of rich media over
broadband. The advantage of mobile media is that it already has a well
established customer activation and customer retention capability and is
accessible and portable for those using it to access content. Our cross media
strategy seamlessly enables our subscriber to realize true convergence. Atrinsic
enables subscribers to interact with our content at work, at home or on a remote
basis.





Vertically Integrate and Expand
Distribution Channels. We own a large library of wholly owned content,
proprietary premium billed services, and our own media and distribution. By
allocating a large proportion of the qualified leads acquired by our
subscription properties to our owned marketing and distribution networks, we
expect to generate cost savings through the elimination of third-party margins.
These cost savings are expected to result in lower customer acquisition costs
throughout our business. We also expect to continue to enhance our distribution
channels by expanding existing channels to market and sell our products and
services online and explore alternative marketing mediums. We also expect, with
limited modification, to market and sell our existing online-only content
directly to wireless customers. Finally, we expect to continue to drive a
portion of our consumer traffic directly to our proprietary products and
services without the use of third-party media outlets and media
publishers.





Multiple Revenue Streams and
Advertiser Network. Our merger with Traffix has allowed for a reduction
in customer concentration and more diversification of the combined company’s
revenue streams. We will continue to generate recurring revenue streams from a
subscription -based model, which is targeted at end user mobile subscribers. We
will also have the traditional revenue streams inherent in our online
performance-based model, which is targeted to publishers and advertisers.
Further revenue diversification is expected to result from our larger
distribution reach, and our ability to generate ad revenue across the combined
company’s portfolio of web properties.





Publish High-Quality, Branded
Subscription Content. We believe that publishing a diversified portfolio
of the highest quality, most innovative applications is critical to our
business. We intend to continue to develop innovative and sought-after content
and intend to continue to devote significant resources to the development of
high-quality, innovative products, services and Internet storefronts. The U.S.
consumer’s propensity to use the fixed Internet to acquire, redeem and use
mobile subscription products is unique. In this regard, we aim to provide
complementary services between these two high-growth media channels. We also
expect to continue to create Atrinsic-branded applications, products and
services, which typically generate higher margins. In order to enhance the
Atrinsic brand, and our product brands, we plan to continue building brands
through product and service quality, subscriber, customer and carrier support,
advertising campaigns, public relations and other marketing
efforts.


16


Results
of Operations for the three months ended September 30, 2009 compared to the
three months ended September 30, 2008.





Revenues
presented by type of activity are as follows for the three month periods ending
September 30, 2009 and 2008:





For
      the Three Months
                              
                              
                              Change
                              
                              
                              ChangeSeptember
      30,
                              
                              
                              Inc.(Dec.)
                              
                              
                              Inc.(Dec.)2009
                              
                              
                              2008
                              
                              
                              $
                              
                              
                              %Subscription
                              
                              $
                              4,889
                              
                              
                              $
                              15,362
                              
                              
                              $
                              (10,473
                              )
                              
                              
                              -68
                              %Transactional
                              
                              $
                              9,984
                              
                              
                              $
                              15,457
                              
                              
                              $
                              (5,473
                              )
                              
                              
                              -35
                              %Total
      Revenues (1)
                              
                              $
                              14,873
                              
                              
                              $
                              30,819
                              
                              
                              $
                              (15,946
                              )
                              
                              
                              -52
                              %





(1)
            As
      described above, the Company currently aggregates revenues based on the
      type of user activity monetized. The Company’s objective is to optimize
      total revenues from the user experience. Accordingly, this factor should
      be considered in evaluating the relative revenues generated from our
      Subscription and Transactional
services.





Revenues
decreased approximately $15.9 million or 52%, to $14.9 million for the three
months ended September 30, 2009, compared to $30.8 million for the three months
ended September 30, 2008.





Subscription
revenue decreased by approximately $10.5 million, or 68%, to $4.9 million for
the three months ended September 30, 2009, compared to $15.4 million for the
three months ended September 30, 2008. The decrease in subscription service
revenue was principally attributable to a decrease in the average number of
billable subscribers during the period. For the three months ended September
2009 the average number of subscribers was 280,000 compared to 800,000 for the
three months ended September 30, 2008. The number of subscribers is largely, but
not precisely, correlated to the periodic reported revenues as a result of
inter-period volatility, varied monthly billing cycles, and specific
transactions including acquisition of subscriber base, the rate of refunds and
other adjustments.





Transactional
revenue decreased by approximately $5.5 million or 35% to $10.0 million for the
three months ended September 30, 2009 compared to $15.5 million for the three
months ended September 30, 2008. The decrease was primarily attributable to the
reduction in discretionary advertising expenditures by our clients.





Operating
Expenses





For
      the Three Months
                        
                        
                        Change
                        
                        
                        ChangeSeptember
      30,
                        
                        
                        Inc.(Dec.)
                        
                        
                        Inc.(Dec.)2009
                        
                        
                        2008
                        
                        
                        $
                        
                        
                        %Operating
      ExpensesCost
      of Media – 3rd
      party
                        
                        $
                        9,911
                        
                        
                        $
                        20,853
                        
                        
                        
                        (10,942
                        )
                        
                        
                        -52
                        %Product
      and distribution
                        
                        
                        3,651
                        
                        
                        
                        2,681
                        
                        
                        
                        970
                        
                        
                        
                        36
                        %Selling
      and marketing
                        
                        
                        2,168
                        
                        
                        
                        2,596
                        
                        
                        
                        (428
                        )
                        
                        
                        -16
                        %General,
      administrative and other operating
                        
                        
                        3,659
                        
                        
                        
                        3,304
                        
                        
                        
                        355
                        
                        
                        
                        11
                        %Depreciation
      and Amortization
                        
                        
                        549
                        
                        
                        
                        1,336
                        
                        
                        
                        (787
                        )
                        
                        
                        -59
                        %Total
      Operating Expenses
                        
                        $
                        19,938
                        
                        
                        $
                        30,770
                        
                        
                        $
                        (10,832
                        )
                        
                        
                        -35
                        %





Cost
of Media





Cost of
Media decreased by $11.0 million or 52% to $9.9 million for the three months
ended September 30, 2009 from $20.9 million for the three months ended September
30, 2008. Cost of Media – 3 rd party
includes media purchased for monetization of both transactional and subscription
revenues. The decrease was proportionately correlated to the decline in the
related revenue.




Product
and Distribution





Product
and distribution expense was $3.7 million for the three months ended September
30, 2009 as compared to $2.7 million for the three months ended September 30,
2008. Product and distribution expenses are costs necessary to develop and
maintain proprietary content, support and maintain our websites, user data and
technology platforms which drive both our transactional and subscription based
revenues. During the third quarter of 2009, the Company had major ongoing
initiatives to develop its subscription based music service, e-commerce ShopIt
platform and other marketing and distribution technologies. Included in product
and distribution cost is stock compensation expense of $32,000 and $(26,000) for
the three months ended September 30, 2009 and 2008 respectively.




17




Selling
and Marketing





Selling
and marketing expense was $2.2 million in the three months ended September 30,
2009 as compared to $2.6 million for the three months ended September 30, 2008.
The Company’s bad debt expense decreased by approximately $142,000 for the three
months ended September 30, 2009 compared to the three months ended September 30,
2008. Salaries and other marketing costs decreased for the three months ended
September 30, 2009 in comparison to the three months ended September 30,
2008





General,
Administrative and Other Operating





General
and administrative expenses increased by approximately $355,000 to $3.7 million
for the three months ended September 30, 2009 compared to $3.3 million for the
three months ended September 30, 2008. The increase is primarily due to
professional fees, Sarbanes Oxley consulting fees, legal and other compliance
and governance related costs. The Company continues to make appropriate and
modest investments in labor, facilities, and utilization of third party
professional service providers to support growth, business development and
corporate governance initiatives. Included in general and administrative expense
is stock compensation expense of $226,000 and $(44,000) for the three months
ended September 30, 2009 and 2008 respectively.





Depreciation
and Amortization





Depreciation
and amortization expense decreased $787,000 to $549,000 for the three months
ended September 30, 2009 compared to $1.3 million for the three months ended
September 30, 2008 principally as a result of the decrease in amortization
expense due to circumstance that certain intangibles are fully
amortized.





(Loss)
Gain from Operations





Operating
loss was approximately $5.1 million for the three months ended September 30,
2009, compared to an operating gain of $49,000 for the three months ended
September 30, 2008. The Company’s revenue decreased by 52% with a corresponding
decrease in operating expenses of 35%. The reduction of expenses did not keep
pace with the degradation in revenue.




Management
has reduced operating and strategic expenses, launched other operational and
strategic initiatives, and continued to monitor the marketplace for additional
opportunities. The nature, timing, and magnitude of future activities will
depend on, among other things, operating performance and market conditions.
Management continuously seeks to build long term shareholder value by prudently
deploying capital with expectations for an anticipated risk adjusted
return.





The
Company continues to execute on its long term strategic plans amidst a business
climate that is volatile and uncertain. Despite these challenges, management
remains committed, if necessary, to reduce discretionary operating expenses and
reevaluate new initiatives in order to preserve operating margins and generate
positive cash flow.





Interest
Income and Dividends





Interest
and dividend income decreased $202,000 to $5,000 for the three months ended
September 30, 2009, compared to $207,000 for the three months ended September
30, 2008. The reduction is mainly due to a decrease in the balances of cash and
marketable securities at September 30, 2009 compared to September 30, 2008, as
well as a reduction in market rate of return on cash and cash
equivalents.





Interest
Expense





Interest
expense was $1,000 for the three months ended September 30, 2009 compared to
$83,000 for the three months ended September 30, 2008. The decrease was due to
the payment of the Ringtone.com note payable in the second quarter of
2009.





Income
Taxes





Income
tax benefit, before noncontrolling interest and Equity in loss of investee, for
the three months ended September 30, 2009 and 2008 was ($2.7) million and
($77,000) respectively and reflects an effective tax rate of 54% and 79%
respectively. The Company had a loss before taxes of $5.1 million for the three
months ended September 30, 2009 compared to loss before taxes of $98,000 for the
three months ended September 30, 2008. The Company has not provided a
valuation allowance against its tax benefits because it is more likely than not
that such benefits will be utilized by the Company.




18


Equity
in (Earnings) Loss of Investee




Equity in
loss of investee was $61,000, net of taxes and represents the Company’s 36%
interest in The Billing Resource, LLC (TBR). The company acquired its interest
in TBR in the 4th Quarter
2008 so there are no comparable earnings for the three months ended September
30, 2008.





Net
Loss (Income) Attributable to Noncontrolling Interest




Net Loss
(income) attributable to noncontrolling interest for the three months ended
September 30, 2009 was $0 compared to net income of ($15,000) for the three
months ended September 30, 2008. The investment in MECC was dissolved in June
2009.





Net
Loss Attributable to Atrinsic, Inc.




Net loss
increased by $2.4 million to $2.4 million for the three months ended September
30, 2009 as compared to a net loss of $6,000 for the three months ended
September 30, 2008. This increase resulted from the factors described
above.





Results
of Operations for the nine months ended September 30, 2009 compared to the nine
months ended September 30, 2008.





In terms
of comparability, for the nine months ended September 30, 2008 total revenue and
operating expenses include eight months of Traffix, Inc. activity and three
months of Ringtone.com LLC activity whereas September 30, 2009 total revenue and
operating expenses includes nine months of Traffix, Inc. and Ringtone.com LLC
activity.





Revenues
presented by type of activity are as follows for the nine month periods ending
September 30, 2009 and 2008:




For the Nine Months
                      
                      
                      Change
                      
                      
                      ChangeSeptember 30,
                      
                      
                      Inc.(Dec.)
                      
                      
                      Inc.(Dec.)2009
                      
                      
                      2008
                      
                      
                      $
                      
                      
                      %Subscription
                      
                      $
                      15,099
                      
                      
                      $
                      38,919
                      
                      
                      $
                      (23,820
                      )
                      
                      
                      -61
                      %Transactional
                      
                      $
                      40,330
                      
                      
                      $
                      52,089
                      
                      
                      $
                      (11,759
                      )
                      
                      
                      -23
                      %Total
      Revenues (1)
                      
                      $
                      55,429
                      
                      
                      $
                      91,008
                      
                      
                      $
                      (35,579
                      )
                      
                      
                      -39
                      %





(1)
              As
      described above, the Company currently aggregates revenues based on the
      type of user activity monetized. The Company’s objective is to optimize
      total revenues from the user experience. Accordingly, this factor should
      be considered in evaluating the relative revenues generated from our
      Subscription and Transactional
services.





Revenues
decreased approximately $35.6 million, or 39%, to $55.4 million for the nine
months ended September 30, 2009, compared to $91.0 million for the nine months
ended September 30, 2008.





Subscription
revenue decreased by approximately $23.8 million, or 61%, to $15.1 million for
the nine months ended September 30, 2009, compared to $38.9 million for the nine
months ended September 30, 2008. The decrease in subscription service revenue
was principally attributable to a decrease in the average number of billable
subscribers during the period. For the nine months ended September 30, 2009 the
average number of subscribers was 362,000 compared to 882,000 for the nine
months ended September 30, 2008. The number of subscribers is largely, but
not precisely, correlated to the periodic reported revenues as a result of
inter-period volatility, varied monthly billing cycles, and specific
transactions including acquisition of subscriber base, the rate of refunds and
other adjustments.





Transactional
revenue decreased by approximately $11.8 million or 23% to $40.3 million for the
nine months ended September 30, 2009 compared to $52.1 million for the nine
months ended September 30, 2008. The decrease is principally attributed to the
reduction in discretionary advertising spending by our search
customers.


19





Operating
Expenses




For the Nine Months
                    
                    
                    Change
                    
                    
                    ChangeSeptember 30,
                    
                    
                    Inc.(Dec.)
                    
                    
                    Inc.(Dec.)2009
                    
                    
                    2008
                    
                    
                    $
                    
                    
                    %Operating
      ExpensesCost
      of Media – 3rd
      party
                    
                    $
                    35,859
                    
                    
                    $
                    60,778
                    
                    
                    
                    (24,919
                    )
                    
                    
                    -41
                    %Product
      and distribution
                    
                    
                    8,502
                    
                    
                    
                    7,634
                    
                    
                    
                    868
                    
                    
                    
                    11
                    %Selling
      and marketing
                    
                    
                    7,095
                    
                    
                    
                    6,757
                    
                    
                    
                    338
                    
                    
                    
                    5
                    %General,
      administrative and other operating
                    
                    
                    10,563
                    
                    
                    
                    12,345
                    
                    
                    
                    (1,782
                    )
                    
                    
                    -14
                    %Depreciation
      and Amortization
                    
                    
                    3,111
                    
                    
                    
                    2,616
                    
                    
                    
                    495
                    
                    
                    
                    19
                    %Total
      Operating Expenses
                    
                    $
                    65,130
                    
                    
                    $
                    90,130
                    
                    
                    $
                    (25,000
                    )
                    
                    
                    -28
                    %





Cost
of Media




Cost of
Media decreased by $25.0 million to $35.9 million for the nine months ended
September 30, 2009 from $60.8 million for the nine months ended September 30,
2008. Cost of Media – 3 rd party
includes media purchased for monetization of both transactional and subscription
revenues. The decrease was proportionately correlated to the decline in the
related revenue.




Product
and Distribution




Product
and distribution expense increased by $0.9 million to $8.5 million in the nine
months ended September 30, 2009 as compared to $7.6 million for the nine months
ended September 30, 2008. Product and distribution expenses are costs necessary
to develop and maintain proprietary content, support and maintain our websites,
user data and technology platforms which drive both our transactional and
subscription based revenues. In 2009, the company had major ongoing initiatives
to develop its subscription based music service, e-commerce ShopIt platform and
other marketing and distribution technologies. Included in product and
distribution cost is stock compensation expense of $138,000 and $110,000 for the
nine months ended September 30, 2009 and 2008 respectively.





Selling
and Marketing




Selling
and marketing expense increased by $338,000 to $7.1 million in the nine months
ended September 30, 2009 as compared to $6.8 million for the nine months ended
September 30, 2008. The increase is primarily due to an increase in bad debt
expense of $994,000 partially offset by a reduction in salaries and other
marketing costs.




General,
Administrative and Other Operating




General
and administrative expenses decreased by approximately $1.8 million to $10.5
million for the nine months ended September 30, 2009 compared to $12.3 million
for the nine months ended September 30, 2008. The decrease is primarily due to a
reduction in labor and related costs, professional and consulting fees,
facilities and related costs, partially offset by an increase in Sarbanes Oxley
consulting fees, legal and related costs. The Company continues to make
appropriate and modest investments in labor, facilities, and utilization of
third party professional service providers to support its continued growth,
business development and corporate governance initiatives Included in general
and administrative expense is stock compensation expense of $941,000 and
$900,000 for the nine months ended September 30, 2009 and 2008
respectively.





Depreciation
and Amortization




Depreciation
and amortization expense increased $495,000 to $3.1 million for the nine months
ended September 30, 2009 compared to $2.6 million for the nine months ended
September 30, 2008 principally as a result of the increase in intangible assets
as a result of the acquisitions of Traffix, Inc. on February 4, 2008 and
Ringtone.com LLC on September 30, 2008, and an increase in leasehold
improvements for the Company’s New York City headquarters. In addition, numerous
assets were fully depreciated as a result of closing the California
office.





Loss
from Operations





Operating
loss increased to approximately $9.7 million for the nine months ended September
30, 2009, compared to an operating gain of $878,000 for the nine months ended
September 30, 2008. The Company’s revenue decreased by 39%,with a corresponding
decrease in operating expenses of 28%. The reduction of expenses did not keep
pace with the degradation in revenue.


20


In
addition, management has reduced operating and strategic expenses, has launched
other operational initiatives, and has continued to monitor the marketplace for
additional opportunities. The nature, timing, and magnitude of future activities
will depend on, among other things, operating performance, and market
conditions. Management continuously seeks to build long term shareholder value
by prudently deploying capital with expectations for an anticipated risk
adjusted return.





The
Company continues to execute on its long term strategic plans amidst a business
climate that is volatile and uncertain. Despite these challenges, management
remains committed, if necessary, to reduce discretionary operating expenses and
re-evaluate new initiatives in order to preserve operating margins and generate
positive cash flow.





Interest
Income and Dividends




Interest
and dividend income decreased approximately $501,000 to $67,000 for the nine
months ended September 30, 2009, compared to $568,000 for the nine months ended
September 30, 2008. The reduction is mainly due to a decrease in the balances of
cash and marketable securities at September 30, 2009 compared to September 30,
2008, as well as a reduction in the rate of return on invested
capital.





Interest
Expense




Interest
expense was $76,000 for the nine months ended September 30, 2009 compared to
$83,000 for the nine months ended September 30, 2008. The interest paid is
primarily related to the note payable to Ringtone.com.





Income
Taxes





Income
tax (benefit) expense, before noncontrolling interest and Equity in loss of
investee, for the nine months ended September 30, 2009 and 2008 was ($4.3)
million and $517,000 respectively and reflects an effective tax rate of 45% and
42% respectively. The Company had a loss before taxes of $9.7 million for the
nine months ended September 30, 2009 compared to income before taxes of $1.2
million for the nine months ended September 30, 2008. The Company has not
provided a valuation allowance against its tax benefits because it is more
likely than not that such benefits will be utilized by the Company.





Equity
in Loss of Investee




Equity in
loss of investee was $113,000, net of taxes for the nine months ended September
30, 2009 and represents the Company’s 36% interest in The Billing Resource, LLC.
The company acquired its interest in TBR in the 4th Quarter
2008 so there are no comparable earnings for the nine months ended September 30,
2008.





Net
Loss (Income) Attributable to Noncontrolling Interest




Net loss
attributable to noncontrolling interest was $28,000 for the nine months ended
September 30, 2009 compared to a net income of ($92,000) for the nine months
ended September 30, 2008. The investment in MECC was dissolved in June
2009.





Net
(Loss) Income Attributable to Atrinsic, Inc.




Net loss
increased by $6.3 million to ($5.5) million for the nine months ended September
30, 2009 as compared to a net income of $793,000 for the nine months ended
September 30, 2008. This increase resulted from the factors described
above.





Liquidity
and Capital Resources




The
Company continually projects anticipated cash requirements, which may include
business combinations, capital expenditures, and working capital requirements.
As of September 30, 2009, the Company had cash and cash equivalents of
approximately $17.6 million and working capital of approximately $14.4 million.
The Company used approximately $2.3 million in cash for operations for the nine
months ended September 30, 2009 and, contingent on prospective operating
performance, may require reductions in discretionary variable costs and other
realignments to permanently reduce fixed operating costs. The Company generated
$2.3 million in investing activities, principally from proceeds from sale of ARS
securities and capital repayment from The Billing Resource, offset by the
investment in ShopIt. Cash used in financing activities was $2.8 million and was
principally attributable to payment of the Ringtone.com note payable of $1.8
million and stock repurchases of approximately $900,000.





The
Company believes that its existing cash and cash equivalents and anticipated
cash flows from operating activities will be sufficient to fund minimum working
capital and capital expenditure needs for at least the next twelve months. The
extent of the Company’s future capital requirements will depend on many factors,
including its results of operations. If the Company’s cash flows from operations
is less than anticipated or its working capital requirements or capital
expenditures are greater than expectations, or if the Company expands its
business by acquiring or investing in additional products or technologies, it
may need to secure additional debt or equity financing. The Company is
continually evaluating various financing strategies to be used to expand its
business and fund future growth. There can be no assurance that additional debt
or equity financing will be available on acceptable terms, if at all. The
potential inability to obtain additional debt or equity financing, if required,
could have a material adverse effect on the Company’s
operations.


21


In
conjunction with the Company’s objective of enhancing shareholder value, the
Company’s Board of Directors authorized a share repurchase program which expired
in May 2009. Under this share repurchase program, the Company purchased 832,392
shares of the Company’s common stock for an aggregate price of approximately
$0.9 million.





The
Company is continuously monitoring the marketplace and our operating performance
and will make investments where necessary to accomplish our goals and
objectives. The Company is committed to returning to profitability and
generating positive cash flow.





In
certain situations, the Company does have minimum fee obligations assuming the
counterparty performs the required level of services. We feel that the level of
business activity under normal and ordinary circumstances exceeds the minimum
thresholds.





NewAccounting
Pronouncements





In the
third quarter of 2009, the Company adopted the Financial Accounting Standards
Board (“FASB”) Accounting
Standards Codification (“ASC”).  The ASC is the source of
authoritative, nongovernmental GAAP, except for rules and interpretive releases
of the Securities and Exchange Commission (SEC).  The adoption of the
ASC did not have an impact on the Company’s results of operations or financial
position.




In
October 2009, FASB approved for issuance Emerging Issues Task Force (EITF) issue
08-01, Revenue Arrangements with Multiple Deliverables (currently within the
scope of FASB ASC Subtopic 605-25). This statement provides principles for
allocation of consideration among its multiple-elements, allowing more
flexibility in identifying and accounting for separate deliverables under an
arrangement. The EITF introduces an estimated selling price method for valuing
the elements of a bundled arrangement if vendor-specific objective evidence or
third-party evidence of selling price is not available, and significantly
expands related disclosure requirements. This standard is effective on a
prospective basis for revenue arrangements entered into or materially modified
in fiscal years beginning on or after June 15, 2010. Alternatively,
adoption may be on a retrospective basis, and early application is permitted.
The Company is currently evaluating the impact of adopting this
pronouncement.




In
June 2009, the FASB issued SFAS No. 167, “Amendments to FASB
Interpretation No. 46(R)” (“SFAS No. 167”) which was superseded by the
FASB Codification and included in ASC Topic 810 to require an enterprise to
perform an analysis to determine whether the enterprise’s variable interest or
interests give it a controlling financial interest in a variable interest
entity. This analysis identifies the primary beneficiary of a variable interest
entity as one with the power to direct the activities of a variable interest
entity that most significantly impact the entity’s economic performance and the
obligation to absorb losses of the entity that could potentially be significant
to the variable interest. ASC Topic 810 will be effective as of the beginning of
the annual reporting period commencing after November 15, 2009 and will be
adopted by the Company in the first quarter of 2010. The Company is assessing
the potential impact, if any, of the adoption of the revised guidance included
in ASC Topic 810 on its consolidated financial statements.





In June
2009, the FASB issued ASC 855-10 (formerly SFAS No. 165), “Subsequent
Events”.  ASC 855-10 establishes general standards of accounting for
and disclosure of events that occur after the balance sheet date but before
financial statements are issued.  The effective date of ASC 855-10 is
interim or annual financial periods ending after June 15, 2009.  The
adoption of ASC 855-10 did not have a material effect on the Company’s
consolidated financial statements. Subsequent events have been evaluated through
November 13, 2009.





In
June 2008, the FASB issued ASC 260-10 (formerly FASB Staff Position
No. EITF 03-6-1), “Determining Whether Instruments Granted in Share-Based
Payment Transactions Are Participating Securities.” ASC 260-10 gives guidance as
to the circumstances when unvested share-based payment awards should be included
in the computation of EPS. ASC 260-10 is effective for fiscal years beginning
after December 15, 2008. The adoption of ASC 260-10 did not have an impact
on the Company’s financial statements.





In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements,” which has been superseded ASC 810-10-65-1
and establishes requirements for ownership interests in subsidiaries held by
parties other than us (minority interests) be clearly identified and disclosed
in the consolidated statement of financial position within equity, but separate
from the parent's equity. Any changes in the parent's ownership interests are
required to be accounted for in a consistent manner as equity transactions and
any noncontrolling equity investments in deconsolidated subsidiaries must be
measured initially at fair value. ASC 810-10-65-1 is effective, on a prospective
basis, for fiscal years beginning after December 15, 2008; however, presentation
and disclosure requirements must be retrospectively applied to comparative
financial statements. Except for presentation and disclosure requirements, the
adoption of ASC 810-10-65-1 had no material impact on the Company’s financial
statements.


22


In
December 2007, the FASB issued SFAS No. 141R, “Business Combinations” which has
been superseded by ASC 805. ASC 805 establishes the principles and requirements
for how an acquirer: (i) recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed and any non-controlling
interest in the acquiree; (ii) recognizes and measures the goodwill acquired in
the business combination or a gain from a bargain purchase; and (iii) determines
what information to disclose to enable users of the financial statements to
evaluate the nature and financial effects of the business combination. ASC 805
is to be applied prospectively to business combinations consummated on or after
the beginning of the first annual reporting period on or after December 15,
2008, with early adoption prohibited. Previously, any release of valuation
allowances for certain deferred tax assets would serve to reduce goodwill,
whereas under the new standard any release of the valuation allowance related to
acquisitions currently or in prior periods will serve to reduce our income tax
provision in the period in which the reserve is released. Additionally, under
ASC 805 transaction-related expenses, which were previously capitalized, will be
expensed as incurred. The adoption of ASC 805 did not have a material effect on
our results of operations or financial position.





Item
3. Quantitative and Qualitative Disclosures about Market Risk





None.




Item
4T. Disclosure Controls and Procedures





Evaluation
of Disclosure Controls and Procedures





Members
of the our management, including our Interim Chief Executive Officer, Jeffrey
Schwartz, and Chief Financial Officer Andrew Zaref, have evaluated the
effectiveness of our disclosure controls and procedures, as defined by paragraph
(e) of Exchange Act Rules 13a-15 or 15d-15, as of September 30, 2009, the end of
the period covered by this report. Based upon that evaluation, Messrs. Schwartz
and Zaref concluded that our disclosure controls and procedures were effective
for the period ended September 30, 2009.





Internal
Control Over Financial Reporting





There
were no changes in our internal control over financial reporting or in other
factors identified in connection with the evaluation required by paragraph (d)
of Exchange Act Rules 13a-15 or 15d-15 that occurred during the third quarter
ended September 30, 2009 that have materially affected, or are reasonably likely
to materially affect, our internal control over financial
reporting.


23




PART II 
  - OTHER
INFORMATION




Item
1A. Risk Factors





Investing
in our common stock involves a high degree of risk. You should carefully
consider the following risk factors and all other information contained in this
report before purchasing our common stock. The risks and uncertainties described
below are not the only ones we face. Additional risks and uncertainties that
management is unaware of, or that it currently deems immaterial, also may become
important factors that affect us. If any of the following risks occur, our
business, financial condition, cash flows and/or results of operations could be
materially and adversely affected. In that case, the trading price of our
common stock could decline, and stockholders are at risk of losing some or all
of the money invested in purchasing our common stock.





We
have a limited operating history in an emerging market, which may make it
difficult to evaluate our business.




Our
wholly-owned subsidiary, New Motion Mobile, commenced offering subscription
products and services directly to consumers in 2005.  In addition, our
merger with Traffix, which is responsible for generating the majority of our
Transactional revenues, was completed at the beginning of
2008.  Accordingly, we have a limited history of generating revenues,
and our future revenue and income generating potential is uncertain and unproven
based on our limited operating history. As a result of our short operating
history, we have limited financial data that can be used to develop trends and
other historical based evaluation methods to project and forecast our business.
Any evaluation of our business and the potential prospects derived from such
evaluation must be considered in light of our limited operating history and
discounted accordingly. Evaluations of our current business model and our future
prospects must address the risks and uncertainties encountered by companies in
early stages of development, that possess limited operating history, and that
are conducting business in new and emerging markets.





The
following is a list of some of the risks and uncertainties that exist in our
operating, and competitive marketing environment. To be successful, we believe
that we must:




·
            Maintain
      and develop new wireless carrier and billing aggregator relationships upon
      which a portion of our business currently
  depends;


·
            Maintain
      a compliance based control system to render our products and services
      compliant with carrier and aggregator demands, as well as marketing
      practices imposed by private marketing rule makers, such as the Mobile
      Marketing Association (MMA), and to conform with the stringent marketing
      demands as imposed by various States’ Attorney
  Generals;


·
            Respond
      effectively to competitive pressures in order to maintain our market
      position;


·
            Increase
      brand awareness and consumer recognition to secure continued
      growth;


·
            Attract
      and retain qualified management and employees for the expansion of the
      operating platform;


·
            Continue
      to upgrade our technology to process increased usage and remain
      competitive with message delivery;


·
            Continue
      to upgrade our information processing systems to assess marketing results
      and customer satisfaction ;


·
            Continue
      to develop and source high-quality content that achieves significant
      market acceptance;


·
            Maintain
      and continue to grow our distribution, including such distribution through
      our web sites and third-party direct-to-consumer
    distributors;


·
            Execute
      our business and marketing strategies
  successfully.





If we are
unable to address these risks, and respond accordingly, our operating results
may not meet our publicly forecasted expectations, and/or the expectations as
derived by our investors, which could cause the price of our common stock to
decline.





A
portion of our business relies on telecommunications carriers and aggregators to
facilitate billing and collections in connection with our subscription products
sold and services rendered. The loss of, or a material change in, any of these
relationships could materially and adversely affect our business, operating
results and financial condition.




During
the third quarter ended September 30, 2009, we generated a significant portion
of our revenues from the sale of our products and services directly to consumers
which are billed through aggregators and telecommunications carriers. We expect
that we will continue to bill a significant portion of our revenues through a
limited number of aggregators for the foreseeable future, although these
aggregators may vary from period to period. In a risk diversification and cost
saving effort, we have established a direct billing relationship with a carrier
that mitigates a portion of our revenue generation risk as it relates to
aggregator dependence; conversely this risk is replaced with internal
performance risk regarding our ability to successfully process billable messages
directly with the carrier.





Our
aggregator agreements are not exclusive and generally have a limited term of
less than three years with automatic renewal provisions upon expiration in the
majority of the agreements. These agreements set out the terms of our
relationships with the carriers, and provide that either party to the contract
can terminate such agreement prior to its expiration, and in some instances,
terminate without cause.


24




Many
other factors exist that are outside of our control and could impair our
carrier relationships, including:




·
            a
      carrier’s decision to suspend delivery of our products and services to its
      customer base;


·
            a
      carrier’s decision to offer its own competing subscription applications,
      products and services;


·
            a
      carrier’s decision to offer similar subscription applications, products
      and services to its subscribers for price points less than our offered
      price points, or for free;


·
            a
      network encountering technical problems that disrupt the delivery of, or
      billing for, our applications;


·
            the
      potential for concentrations of credit risk embedded in the amounts
      receivable from the aggregator should any one, or group if aggregators
      encounter financial difficulties, directly or indirectly, as a result of
      the current period of slower economic growth currently affecting the
      United States; or


·
            a
      carrier’s decision to increase the fees it charges to market and
      distribute our applications, thereby increasing its own revenue and
      decreasing our share of revenue.




If one or
more of these telecommunications carriers decides to suspend the offering of
applications, we may be unable to replace such revenue source with an acceptable
alternative, within an acceptable time frame. This could cause us to lose the
capability to derive revenue from those subscribers, which could materially harm
our business, operating results and financial condition.




We
depend on third-party internet and telecommunications providers, over whom we
have no control, for the conduct of our subscription business and transactional
business. Interruptions in or the discontinuance of the services provided by one
of the providers could have an adverse effect on revenue; and securing alternate
sources of these services could significantly increase expenses and cause
significant interruption to both our transactional and subscription
businesses.




We depend
heavily on several third-party providers of Internet and related
telecommunication services, including hosting and co-location facilities, in
conducting our business. These companies may not continue to provide services to
us without disruptions in service, at the current cost or at all. The costs
associated with any transition to a new service provider would be substantial,
requiring the reengineering of computer systems and telecommunications
infrastructure to accommodate a new service provider to allow for a rapid
replacement and return to normal network operations. This process would be both
expensive and time-consuming. In addition, failure of the Internet and related
telecommunications providers to provide the data communications capacity in the
time frame required by us could cause interruptions in the services we provide
across all of our business activities. In addition to service interruptions
arising from third-party service providers, unanticipated problems affecting our
proprietary internal computer and telecommunications systems have the potential
to occur in future fiscal periods, and could cause interruptions in the delivery
of services, causing a loss of revenue and related gross margins, and the
potential loss of customers, all of which could materially and adversely affect
our business, results of operations and financial condition.





If
advertising on the internet loses its appeal, our revenue could
decline.




Companies
doing business on the Internet must compete with traditional advertising media,
including television, radio, cable and print, for a share of advertisers' total
marketing budgets. Potential customers may be reluctant to devote a significant
portion of their marketing budget to Internet advertising or digital marketing
if they perceive the Internet to be trending towards a limited or ineffective
marketing medium. Any shift in marketing budgets away from Internet advertising
spending or digital marketing solutions, could directly, materially and
adversely affect our transactional business, as well as our subscription
business, with both having a materially negative impact on our results of
operations and financial condition.





During
the nine months ended September 30, 2009, all of our revenue was generated,
directly or indirectly, through the Internet in part by delivering
advertisements that generate leads, impressions, click-throughs, and other
actions to our advertiser customers' websites as well as confirmation and
management of mobile services.  This business model may not continue
to be effective in the future for the following reasons:




·
            click
      and conversion rates may decline as the number of advertisements and ad
      formats on the Web increases, making it less likely that a user will click
      on our advertisement;


·
            the
      installation of "filter" software programs by web users which prevent
      advertisements from appearing on their computer screens or in their email
      boxes may reduce click-throughs;


·
            companies
      may be reluctant or slow to adopt online advertising that replaces, limits
      or competes with their existing direct marketing
  efforts;


·
            companies
      may prefer other forms of Internet advertising we do not offer, including
      certain forms of search engine
placements;


·
            companies
      may reject or discontinue the use of certain forms of online promotions
      that may conflict with their brand
objectives;


25


·
            companies
      may not utilize online advertising due to concerns of "click-fraud",
      particularly related to search engine placements;


·
            regulatory
      actions may negatively impact certain business practices that we currently
      rely on to generate a portion of our revenue and profitability;
      and


·
            perceived
      lead quality.




If the
number of companies who purchase online advertising from us does not continue to
grow, we may experience difficulty in attracting publishers, and our revenue
could decline.




Our
revenue could decline if we fail to effectively monetize our content and our
growth could be impeded if we fail to acquire or develop new
content





Our success depends in
part on our ability to effectively manage our existing content. The Web
publishers and email list owners that list their unsold leads, data or offers
with us are not bound by long-term contracts that ensure us a consistent supply
of same. In addition, Web publishers or email list owners can change the amount
of content they make available to us at any time. If a Web publisher or email
list owner decides not to make content from its websites, newsletters or email
lists available to us, we may not be able to replace this content with content
from other Web publishers or email list owners that have comparable traffic
patterns and user demographics quickly enough to fulfill our advertisers'
requests. This would result in lost revenue.




If
we are unable to successfully keep pace with the rapid technological changes
that may occur in the wireless communication, internet and e-commerce arenas, we
could lose customers or advertising inventory and our revenue and results of
operations could decline.




To remain
competitive, we must continually monitor, enhance and improve the
responsiveness, functionality and features of our services, offered both in our
subscription and transactional activities. Wireless network and mobile phone
technologies, the Internet and the online commerce industry in general are
characterized by rapid innovation and technological change, changes in user and
customer requirements and preferences, frequent new product and service
introductions requiring new technologies to facilitate commercial delivery, as
well as the emergence of new industry standards and practices that could render
existing technologies, systems, business methods and/or our products and
services obsolete or unmarketable in future fiscal periods. Our success in our
business activities will depend, in part, on our ability to license or
internally develop leading technologies that address the increasingly
sophisticated and varied needs of prospective consumers, and respond to
technological advances and emerging industry standards and practices on a
timely-cost-effective basis. Website and other proprietary technology
development entails significant technical and business risks, including the
significant cost and time to complete development, the successful implementation
of the application once developed, and time period for which the application
will be useful prior to obsolescence. There can be no assurance that we will use
internally developed or acquired new technologies effectively or adapt existing
websites and operational systems to customer requirements or emerging industry
standards. If we are unable, for technical, legal, financial or other reasons,
to adopt and implement new technologies on a timely basis in response to
changing market conditions or customer requirements, our business, prospects,
financial condition and results of operations could be materially adversely
affected.





We
could be subject to legal claims, government enforcement actions, and be held
accountable for our or our customers' failure to comply with federal, state and
foreign laws, regulations or policies, all of which could materially harm
our business.




As a
direct-to-consumer marketing company, we are subject to a variety of federal,
state and local laws and regulations designed to protect consumers that govern
certain of aspects of our business.  For instance, recent growing
public concern regarding privacy and the collection, distribution and use of
information about Internet users has led to increased federal, state and foreign
scrutiny and legislative and regulatory activity concerning data collection and
use practices. Any failure by us to comply with applicable federal, state and
foreign laws and the requirements of regulatory authorities may result in, among
other things, indemnification liability to our customers and the advertising
agencies we work with, administrative enforcement actions and fines, class
action lawsuits, cease and desist orders, and civil and/or criminal
liability.





Our
customers are also subject to various federal and state laws concerning the
collection and use of information regarding individuals. These laws include the
Children's Online Privacy Protection Act, the Federal CAN-SPAM Act of 2003, as
well as other laws that govern the collection and use of consumer credit
information. We cannot assure you that our customers are currently in
compliance, or will remain in compliance, with these laws and their own privacy
policies. We may be held liable if our customers use our technologies in a
manner that is not in compliance with these laws or their own stated privacy
policies, which would have an adverse impact on our operations.


26


Our
success depends on our ability to continue forming relationships with other
Internet and interactive media content, service and product
providers.





The
Internet includes an ever-increasing number of businesses that offer and market
consumer products and services. These entities offer advertising space on their
websites, as well as profit sharing arrangements for joint effort marketing
programs. We expect that with the increasing number of entrants into the
Internet commerce arena, advertising costs and joint effort marketing programs
will become extremely competitive. This competitive environment might limit, or
possibly prevent us from obtaining profit generating advertising or reduce our
margins on such advertising, and reduce our ability to enter into joint
marketing programs in the future. If we fail to continue establishing new, and
maintain and expand existing, profitable advertising and joint marketing
arrangements, we may suffer substantial adverse consequences to our financial
condition and results of operations. We now have significant economic dependence
on the major search engine companies that conduct business on the Internet; such
search engine companies maintain ever changing rules regarding scoring and
indexing their customers marketing search terms. If we cannot effectively
monitor the ever changing scoring and indexing criteria, and affectively adjust
our search term applications to conform to such scoring and indexing, we could
suffer a material decline in our search term generated acquisitions,
correspondingly reducing our ability to fulfill our clients marketing needs.
This would have an adverse impact on our company’s revenues and
profitability.





The
demand for a portion of our transactional services may decline due to the
proliferation of “spam” and the expanded commercial adoption of software
designed to prevent its delivery.




Our
business may be adversely affected by the proliferation of "spam" or unwanted
internet solicitations. In response to the proliferation of spam, Internet
Service Providers ("ISP's") have been adopting technologies, and individual
computer users are installing software on their computers that are designed to
prevent the delivery of certain Internet advertising, including legitimate
solicitations such as those delivered by us. We cannot assure you that the
number of ISP's and individual computer users who employ these or other similar
technologies and software will not increase, thereby diminishing the efficacy of
our transactional, as well as our subscription service activities. In the case
that one or more of these technologies, or software applications, realize
continued and/or widely increased adoption, demand for our services could
decline in response.





We
have no intention to pay dividends on our equity securities.




It is our
current and long-term intention that we will use all cash flows to fund
operations and maintain excess cash requirements for the possibility of
potential future acquisitions.  Future dividend declarations, if any,
will result from our reversal of our current intentions, and would depend on our
performance, the level of our then current and retained earnings and other
pertinent factors relating to our financial position. Prior dividend
declarations should not be considered as an indication for the potential for any
future dividend declarations.




We
face intense competition in the marketing of our subscription services and the
products of our transaction based clients.




In both
our subscription services and transaction services, we compete primarily on the
basis of marketing acquisition cost, brand awareness, consumer penetration and
carrier and distribution depth and breadth.  We consider our primary
subscription business competitors to be Buongiorno, Playphone, Dada Mobile,
Acotel, Glu Mobile, Cellfish (Lagadere), Jamster (Fox), Hands on Mobile and
Thumbplay. In our transactional business, we consider Azoogle, Value Click,
Miva, Kowabunga! (Think Partnership), Right Media, iCrossing, 360i, iProspect,
Publicis (Formerly Digitas), Omnicom and Blue Lithium to be our primary
competitors. In the future, likely competitors may include other major media
companies, traditional video game publishers, wireless carriers, content
aggregators, wireless software providers and other pure-play wireless
subscription publishers, and Internet affiliate and network
companies.





If we are
not as successful as our competitors in executing on our strategy in targeting
new markets, increasing customer penetration in existing markets, executing on
marquee brand alignment, and/or effectively executing on business level
accretive acquisition identification and successful closing and post acquisition
integration, our sales could decline, our margins could be negatively impacted
and we could lose market share, any and all of which could materially harm our
business prospects, and potentially have a negative impact on our share
price.




If
we do not successfully execute our international strategy, our revenue, results
of operations and the growth of our business could be harmed.





Our
planned international expansion and the integration of international operations
present unique challenges and risks to our company, and require management
attention. Our foreign operations subject us to foreign currency exchange rate
risks and we currently do not utilize hedging instruments to mitigate foreign
currency exchange rate risks.





Our
continued international expansion will subject us to additional foreign currency
exchange rate risks and will require additional management attention and
resources. We cannot assure you that we will be successful in our international
expansion and operations efforts. Our international operations and expansion
subject us to other inherent risks, including, but not limited to: the
impact of recessions in economies outside of the United States; changes in
and differences between regulatory requirements between countries; U.S. and
foreign export restrictions, including export controls relating to encryption
technologies; reduced protection for and enforcement of intellectual property
rights in some countries; potentially adverse tax consequences;
difficulties and costs of staffing and managing foreign operations; political
and economic instability; tariffs and other trade barriers; and seasonal
reductions in business activity.


27




Our
failure to address these risks adequately could materially and adversely affect
our business, revenue, results of operations and financial
condition.




System
failures could significantly disrupt our operations, which could cause us to
lose customers or content.




Our
success depends on the continuing and uninterrupted performance of our systems.
Sustained or repeated system failures that interrupt our ability to provide
services to customers, including failures affecting our ability to deliver
advertisements quickly and accurately and to process visitors' responses to
advertisements, and, validate mobile subscriptions, would reduce significantly
the attractiveness of our solutions to advertisers and Web publishers. Our
business, results of operations and financial condition could also be materially
and adversely affected by any systems damage or failure that impacts data
integrity or interrupts or delays our operations. Our computer systems are
vulnerable to damage from a variety of sources, including telecommunications
failures, power outages, malicious or accidental human acts, and natural
disasters. We operate a data center in Canada and have a co-location agreement
with a service provider to support our operations. Therefore, any of the above
factors affecting any of these areas could substantially harm our business.
Moreover, despite network security measures, our servers are potentially
vulnerable to physical or electronic break-ins, computer viruses and similar
disruptive problems in part because we cannot control the maintenance and
operation of our third-party data centers. Despite the precautions taken,
unanticipated problems affecting our systems could cause interruptions in the
delivery of our solutions in the future and our ability to provide a record of
past transactions. Our data centers and systems incorporate varying degrees of
redundancy. All data centers and systems may not automatically switch over to
their redundant counterpart. Our insurance policies may not adequately
compensate us for any losses that may occur due to any failures in
our systems.





We
are dependent on our key personnel for managing our business affairs. The loss
of their services could materially and adversely affect the conduct and the
continuation of our business.




We are
and will be highly dependent upon the efforts of the members of our management
team, particularly those of our Interim Chief Executive Officer, Jeffrey
Schwartz, our President, Andrew Stollman, our Executive Vice President,
Corporate Development, Raymond Musci and our Chief Financial Officer, Andrew
Zaref. The loss of the services of Messrs. Schwartz, Stollman, Musci or Zaref
may impede the execution of our business strategy and the achievement of our
business objectives. We can give you no assurance that we will be able to
attract and retain the qualified personnel necessary for the development of our
business. Our failure to recruit key personnel or our failure to adequately
train, motivate and supervise our existing or future personnel will adversely
affect our operations.





Decreased
effectiveness of equity compensation could adversely affect our ability to
attract and retain employees and harm our business.




We have
historically used stock options as a key component of our employee compensation
program in order to align employees' interests with the interests of our
stockholders, encourage employee retention, and provide competitive compensation
packages. Volatility or lack of positive performance in our stock price may
adversely affect our ability to retain key employees, many of whom have been
granted stock options, or to attract additional highly-qualified personnel. As
of September 30, 2009, some of our outstanding employee stock options have
exercise prices in excess of the stock price on that date. To the extent this
continues to occur, our ability to retain employees may be adversely affected.
Moreover, applicable NASDAQ listing standards relating to obtaining stockholder
approval of equity compensation plans could make it more difficult or expensive
for us to grant stock options or other stock-based awards to employees in the
future. As a result, we may incur increased compensation costs, change our
equity compensation strategy or find it difficult to attract, retain and
motivate employees, any of which could materially, adversely affect
our business.




We
have been named as a defendant in litigation, either directly, or indirectly,
with the outcome of such litigation being unpredictable; a materially adverse
decision in any such matter could have a material adverse affect on our
financial position and results of operations.




As
described below and as described under the heading "Legal Proceedings" in our
periodic reports filed pursuant to the Securities Exchange Act of 1934, from
time to time we are named as a defendant in litigation matters. The defense of
these claims may divert financial and management resources that would otherwise
be used to benefit our operations. Although we believe that we have meritorious
defenses to the claims made in each and all of the litigation matters to which
we have been a named party, whether directly or indirectly, and intend to
contest each lawsuit vigorously, no assurances can be given that the results of
these matters will be favorable to us. A materially adverse resolution of any of
these lawsuits could have a material adverse affect on our financial position
and results of operations.


28





The
Company is named in Class Action Lawsuits in Florida, California and Minnesota
involving allegations concerning the Company's marketing practices associated
with some of its services billed and delivered via wireless carriers. The
Company pursued a variety of alternative resolutions to these claims including a
national settlement pertaining to all related matters. On November 6, 2009, the
Superior Court of the State of California for the County of Los
Angeles granted preliminary approval of the settlement. Also in connection
with these matters, as they relate to the Company and its business partners
within the industry, there are potential secondary claims for which certain
liabilities are not probable or estimable. The Company has accrued for all
probable and estimable related costs including $1 million of attorney fees, any
estimated costs, and refunds incurred related to the national settlement, which
are included in Accrued Expenses in the Condensed Consolidated Balance
Sheets.





On
February 2, 2009 the Company filed a complaint against Mobile Messenger PTY LTD
and its subsidiary Mobile Messenger Americas, Inc. (“Mobile Messenger”) to
recover monies owed the Company in connection with transaction activity incurred
in the ordinary and normal course and also included declaratory relief
concerning demands made by Mobile Messenger for indemnification in Mobile
Messenger's settlement in its Florida Class Action Matter which it settled in
late 2008  (“Grey vs. Mobile Messenger”). Mobile Messenger brought
upon the Company a cross complaint seeking injunctive relief, indemnification,
and recoupment of attorney’s fees. The Company disputes the allegations and
continues to vigorously defend itself in these matters considering, among other
things, the specific facts surrounding the underlying claims against the
Company, which we believe, are without merit.




In the
ordinary course of business, the Company is involved in various disputes, which
are routine and incidental to the business and the industry in which it
operates. In the opinion of management the results of such disputes will not
have a significant adverse effect on the financial position or the results of
operations of the Company except as otherwise disclosed.





In
certain situations, the Company does have minimum fee obligations assuming the
counterparty performs the required level of services.  We feel that the
level of business activity under normal and ordinary circumstances exceeds the
minimum thresholds.





We
recorded a significant amount of goodwill and other intangible assets in
connection with our merger with Traffix and the acquisition of the assets of
Ringtone.com and ShopIt.com which may result in significant future charges
against earnings if the goodwill and other intangible assets become
impaired.




In
accounting for the merger with Traffix and the acquisition of the assets of
Ringtone.com and Shopit.com, we allocated and recorded a large portion of the
purchase price paid in the merger to goodwill and other intangible assets. Under
SFAS No.142 and related authoritative guidance, we must assess, at least
annually and potentially more frequently, whether the value of goodwill and
other intangible assets has been impaired. Any reduction or impairment of the
value of goodwill or other intangible assets, such as the charge that was taken
in the fourth quarter of 2008, could materially adversely affect Atrinsic’s
results of operations in future periods.




We
may incur liabilities to tax authorities in excess of amounts that have been
accrued which may adversely impact our results of operations and financial
condition.




The
preparation of our consolidated financial statements requires estimates of the
amount of income tax that will become payable in each of the jurisdictions in
which we operate. We may be challenged by the taxing authorities in these
jurisdictions and, in the event that we are not able to successfully defend our
position, we may incur significant additional income tax liabilities and related
interest and penalties which may have an adverse impact on our results of
operations and financial condition.





We
may recognize a valuation allowance in the future against our deferred tax
assets which may adversely impact our results of operations and financial
condition.





The
Company evaluated available information including estimated prospective
operating result, the historical taxable income and the nature of the individual
tax attributes presented on the Condensed Consolidated Balance Sheets as of
September 30, 2009 when determining whether a valuation allowance for deferred
taxes is necessary. The Company has not provided a valuation allowance against
its deferred tax assets because it is more likely than not that such benefits
will be utilized by the Company. If the Company is not able to realize future
earnings, a valuation allowance may be required.


29


We
have been and may continue to be impacted by the affects of the current slowdown
of the United States economy.




Our
performance is subject to worldwide economic conditions and their impact on
levels of consumer spending.   Consumer spending recently has
deteriorated significantly as a result of the current economic situation in the
United States and may remain depressed, or be subject to further deterioration
for the foreseeable future.  Purchases of our subscription based
services as well as our transactional services tend to decline in periods of
recession or uncertainty regarding future economic prospects, as disposable
income declines. Many factors affect the level of spending for our products and
services, including, among others: prevailing economic conditions, levels of
employment, salaries and wage rates, energy costs, interest rates, the
availability of consumer credit, taxation and consumer confidence in future
economic conditions. During periods of recession or economic
uncertainty, we may not be able to maintain or increase our sales to
existing customers, make sales to new customers or maintain or increase our
international operations on a profitable basis. As a result, our operating
results may be adversely and materially affected by downward trends in the
United States or global economy, including the current economic
situation in the United States.





The
requirements of the Sarbanes-Oxley act, including section 404, are burdensome,
and our failure to comply with them could have a material adverse affect on the
company’s business and stock price.




Effective
internal control over financial reporting is necessary for us to provide
reliable financial reports and effectively prevent fraud. Section 404 of the
Sarbanes-Oxley Act of 2002 requires us to evaluate and report on our internal
control over financial reporting. Our independent registered public accounting
firm will need to annually attest to the Company’s evaluation, and issue their
own opinion on the Company’s internal control over financial reporting beginning
with the Company’s Annual Report on Form 10-K for the fiscal year ending
December 31, 2010. The process of complying with Section 404 is expensive and
time consuming, and requires significant management attention. We cannot be
certain that the measures we will undertake will ensure that we will maintain
adequate controls over our financial processes and reporting in the future.
Furthermore, if we are able to rapidly grow our business, the internal controls
over financial reporting that we will need, will become more complex, and
significantly more resources will be required to ensure that our internal
controls over financial reporting remain effective. Failure to implement
required controls, or difficulties encountered in their implementation, could
harm our operating results or cause us to fail to meet our reporting
obligations. If we or our auditors discover a material weakness in our internal
control over financial reporting, the disclosure of that fact, even if the
weakness is quickly remedied, could diminish investors’ confidence in our
financial statements and harm our stock price. In addition, non-compliance with
Section 404 could subject us to a variety of administrative sanctions, including
the suspension of trading, ineligibility for listing on one of the Nasdaq Stock
Markets or national securities exchanges, and the inability of registered
broker-dealers to make a market in our common stock, which would further reduce
our stock price.





Investment
in new business strategies and initiatives and/or our merger and acquisition
activity could disrupt our ongoing business and present risks not
originally contemplated.





We have
invested, and in the future may invest, in new business strategies or
acquisitions. Such endeavors may involve significant risks and uncertainties,
including distraction of management from current operations, insufficient
revenue to offset liabilities assumed and expenses associated with the strategy,
inadequate return of capital, and unidentified issues not discovered in our
due diligence.  Because these new ventures are inherently risky, no
assurance can be given that such strategies and initiatives will be successful
and that we will be able to successfully operate any business that we
develop or acquire. Consequently, our investments in new business
strategies and acquisitions could have a material adverse effect
on our financial condition and operating results.





If
we are unable to regain compliance with the Nasdaq Listing Rules prior to the
expiration of specified cure periods, our securities may be delisted from the
Nasdaq Global Market.





On
October 6, 2009, Jeffrey Schwartz, previously an independent member of the Board
of Directors and one of the three members of the Company’s Audit Committee, was
named Interim Chief Executive Officer.  On the same date, Burton Katz
resigned from the Company’s Board of Directors.  As a result of these
events, Mr. Schwartz is no longer considered an independent member of the Board
of Directors and is precluded from being a member of the Audit
Committee.  These events have caused the Company to be in temporary
non-compliance with Nasdaq Listing Rule 5605(b)(1), which requires that
independent directors comprise a majority of the Board of Directors, and Nasdaq
Listing Rule 5605(c)(2), which requires that the Audit Committee be comprised of
at least three independent members.  Each of these Nasdaq Listing
Rules provides that the Company has a cure period lasting until the earlier of
its next annual stockholder meeting and October 6, 2010 to regain
compliance.  Atrinsic intends to regain compliance with the Nasdaq
Listing Rules prior to the expiration of the specified cure periods. If the
Company is unable to satisfy its listing standards within the required
timeframe, Nasdaq rules require Nasdaq to provide written notification to the
Company that its securities will be delisted.




30




Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.





Shares
issued to Europlay Capital Advisors LLC





On
September 17, 2009 but effective as of August 4, 2009, the Company issued to
Europlay Capital Advisors LLC (“Europlay”) 40,000 shares of Common
Stock.  The shares were issued to Europlay as partial consideration
for consulting services rendered by Europlay to us.  In issuing the
40,000 shares of our common stock without registration under the Securities Act,
we relied upon one or more of the exemptions from registration contained in
Sections 4(2) of the Securities Act, as the shares were issued to an accredited
investor, without a view to distribution, and were not issued through any
general solicitation or advertisement.


31





Item
6. Exhibits




Exhibit
                        Number
                      
                      Description of Exhibit31.1
                      
                      Certification of Principal Executive Officer
      pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as
      adopted pursuant to section 302 of the Sarbanes-Oxley Act of
      2002.31.2
                      
                      Certification of Principal Financial Officer
      pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as
      adopted pursuant to section 302 of the Sarbanes-Oxley Act of
      2002.32.1
                      
                      Certification of Principal Executive Officer and
      Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to section 906 of the Sarbanes-Oxley Act of
      2002.







32





Signatures





Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended, the registrant has caused this report to be signed on its
behalf by the undersigned, there unto duly authorized.





Dated:
November 13, 2009




BY:
                /s/ Jeffrey Schwartz
                
                BY:
                /s/ Andrew ZarefJeffrey
      Schwartz
                
                Andrew
      ZarefInterim
      Chief Executive Officer
                
                Chief
      Financial Officer(Principal
      Financial and Accounting
Officer)


33