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EX-31.1 - CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13A-14(A) OR RULE 15D-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 - Gold Torrent, Inc.ex31-1.htm
EX-31.2 - CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13A-14(A) OR RULE 15D-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 - Gold Torrent, Inc.ex31-2.htm
EX-32.2 - CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 - Gold Torrent, Inc.ex32-2.htm
EX-32.1 - CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 - Gold Torrent, Inc.ex32-1.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2010

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: 333-159300

CELLDONATE INC.
(Exact name of registrant as specified in its charter)

Nevada
 
None
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)

1111 Alberni Street, Suite 3606
Vancouver, British Columbia, Canada  V6E 4V2
 (Address of principal executive offices, including zip code)

(604) 899-2117
(Registrant’s telephone number, including area code)
 
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ   No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes þ   No o

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 o   Accelerated filer o   Non-accelerated filer o   Smaller reporting company þ

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes o   No o

APPLICABLE ONLY TO CORPORATE ISSUERS

As of February 8, 2011 the registrant’s outstanding common stock consisted of 22,910,000 shares.
 
 
 

 
 
Table of Contents
 
 
 
1

 
 


The unaudited interim financial statements of Celldonate Inc. (“we”, “our”, “us”, the “Company”) follow. All currency references in this report are to U.S. dollars unless otherwise noted.
 

CELLDONATE INC.
(A Development Stage Company)
 
December 31, 2010
Financial Statements
(Unaudited – Expressed in US dollars)
 
 
2

 
 
CELLDONATE INC.
(A Development Stage Company)
Balance Sheets
(Unaudited – Expressed in US dollars)
 
 
   
December 31,
2010
   
March 31,
2010
 
             
Assets
           
             
Current
           
   Cash
  $ 1,264     $ 2,398  
                 
Total assets
  $ 1,264     $ 2,398  
                 
Liabilities and Stockholders’ Deficiency
               
                 
Current
               
Accounts payable
  $ 30,242     $ 19,962  
Accrued liabilities (note 5)
    3,000       6,500  
Due to related parties (note 7)
    165,827       126,672  
                 
Total liabilities
    199,069       153,134  
                 
Stockholders’ Deficiency
               
                 
Common stock (note 6)
               
Authorized:
               
100,000,000 common shares, $0.001 par value
               
400,000 common shares, without par value
               
Issued and outstanding:
               
22,291,000 common shares, $0.001 par value
    22,910       2,291  
Additional paid-in capital
    35,290       55,909  
Deficit accumulated during the development stage
    (256,005 )     (208,936 )
                 
Total stockholders’ deficiency
    (197,805 )     (150,736 )
                 
Total liabilities and stockholders’ deficiency
  $ 1,264     $ 2,398  
 
Nature of operations and going concern (note 1)
 
See accompanying notes to financial statements.
 
 
F-1

 
 
CELLDONATE INC.
(A Development Stage Company)
Statements of Operations
(Unaudited – Expressed in US dollars)
 
 
   
For the three
months ended
December 31,
2010
   
For the three
months ended
December 31,
2009
   
For the nine
months ended
December 31, 
2010
   
For the nine
months ended
December 31,
2009
   
Period from
 August 15, 2006 (inception) to
December 31,
2010
 
                               
Expenses
                             
Accounting and legal
  $ 11,104     $ 11,606     $ 31,066     $ 27,723     $ 149,892  
Licenses and fees
    5,877       7,059       15,553       10,463       35,059  
Bank charges
    150       150       450       420       1,341  
Consulting and development fees
    -       -       -       -       63,728  
Office
    -       -       -       11       5,457  
Amortization
    -       -       -       88       528  
                                         
Net loss and comprehensive loss for period
  $ (17,131 )   $ (18,815 )   $ (47,069 )   $ (38,705 )   $ (256,005 )
                                         
Basic and diluted loss per share
  $ (0.01 )   $ (0.01 )   $ (0.01 )   $ (0.01 )        
                                         
Weighted average number of common shares outstanding
    22,910,000       22,910,000       22,910,000       22,910,000          
 
See accompanying notes to financial statements.
 
 
F-2

 
 
CELLDONATE INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited – Expressed in US dollars)
 
 
 
   
For the nine
months ended
December 31,
2010
   
For the nine
months ended
December 31,
2009
   
Period from
August 15, 2006 (inception) to 
December 31,
2010
 
Cash Flow from Operating Activities
                 
Net loss for the period
  $ (47,069 )   $ (38,705 )   $ (256,005 )
Amortization of equipment
    -       88       528  
Shares issued for services
    -       -       1,150  
Changes in assets and liabilities
                       
     Accounts payable
    10,280       16,994       30,242  
     Accrued liabilities
    (3,500 )     (14,600 )     3,000  
Cash Used in Operating Activities
    (40,289 )     (36,223 )     (221,085 )
Cash Flow from Investing Activity
                       
Purchase of equipment
    -       -       (528 )
                         
Cash Flow from Financing Activities
                       
  Net proceeds from issuance of common stock
    -       -       57,050  
Advances from related parties
    39,155       18,003       165,827  
Cash Provided by Financing Activities
    39,155       18,003       222,877  
Increase (Decrease) in Cash
    (1,134 )     (18,220 )     1,264  
Cash, Beginning of Period
    2,398       21,103       -  
Cash, End of Period
  $ 1,264     $ 2,883     $ 1,264  
Supplemental information
                       
Shares issued for services
  $ -     $ -     $ 1,150  
Stock dividend issued for no consideration
  $ 20,619     $ -     $ 20,619  
Tax paid
  $ -     $ -     $ -  
Interest paid
  $ -     $ -     $ -  
 
See accompanying notes to financial statements.
 
 
F-3

 
 
CELLDONATE INC.
(A Development Stage Company)
Statements of Stockholders’ Deficiency
(Unaudited – Expressed in US dollars)
 
 
   
 
Shares of Common
Stock Issued
   
Common Stock
   
Share Subscriptions
   
 
Additional
Paid-in Capital
   
Deficit Accumulated During the
Development Stage
   
Total
 
Balance, August 15, 2006 (inception)
 
-
    $ -     $ -     $ -     $ -     $ -  
Shares issued to founders for services
    11,500,000       1,150       -       -       -       1,150  
Shares issued for cash
    1,600,000       160       -       7,840       -       8,000  
Net loss for period
    -       -       -       -       (55,294 )     (55,294 )
                                                 
Balance, March 31, 2007
    13,100,000       1,310       -       7,840       (55,294 )     (46,144 )
Shares issued for cash
    1,140,000       114       -       5,586       -       5,700  
Share subscriptions received
    -       -       43,350       -       -       43,350  
Net loss for year
    -       -       -       -       (37,962 )     (37,962 )
                                                 
Balance, March 31, 2008
    14,240,000       1,424       43,350       13,426       (93,256 )     (35,056 )
Shares issued
    8,670,000       867       (43,350 )     42,483       -       -  
Net loss for year
    -       -       -       -       (52,476 )     (52,476 )
                                                 
Balance, March 31, 2009
    22,910,000       2,291       -       55,909       (145,732 )     (87,532 )
Net loss for year
    -       -       -       -       (63,204 )     (63,204 )
                                                 
Balance, March 31, 2010
    22,910,000       2,291       -       55,909       (208,936 )     (150,736 )
Stock dividend
    -       20,619       -       (20,619 )     -       -  
Net loss for period
    -       -       -       -       (47,069 )     (47,069 )
                                                 
Balance, December 31, 2010
    22,910,000     $ 22,910     $ -     $ 35,290     $ (256,005 )   $ (197,805 )
 
See accompanying notes to financial statements.
 
 
F-4

 
 
CELLDONATE INC.
(A Development Stage Company)
Notes to Financial Statements
Nine Months ended December 31, 2010
(Unaudited – Expressed in US dollars)
 
 
1.  Nature of Operations and Going Concern
 
CELLDONATE INC. (the “Company”) was incorporated under Chapter 78 of the Nevada Revised Statutes of the State of Nevada on August 15, 2006, and has its head office in Vancouver, British Columbia, Canada.  The Company is a development stage company in the business of developing and commercializing entertainment-based mobile solutions for charity fundraising businesses.  The Company has only recently begun operations and will be required to raise additional financing to complete the development of its anticipated products and to market them to customers.  The Company has not generated any sales revenue since inception.
 
The Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and discharge of liabilities in the normal course of business. Several adverse conditions cast substantial doubt on the validity of this assumption.  The Company has incurred losses since inception and has an accumulated deficit of $256,005 as of December 31, 2010, limited resources and no source of operating cash flows.
 
The Company’s continuance as a going concern is dependent on the success of the efforts of its directors and principal stockholders in providing financial support in the short term, raising additional equity or debt financing either from its own resources or from third parties, and achieving profitable operations.  The Company is in the process of raising additional equity funding to complete development of its anticipated products.  In the event that such resources are not secured, the assets may not be realized or liabilities discharged at their carrying amounts, and the difference from the carrying amounts reported in these financial statements could be material.
 
The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of the assets or the amounts and classifications of the liabilities that may result from the inability of the Company to continue as a going concern.
 
2.  Significant Accounting Policies
 
(a) 
Basis of presentation
 
These unaudited financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).  The Company’s functional and reporting currency is the US dollar. All share and per share amounts previously reported have been restated to give effect to the stock dividend described in note 6(b).
 
These unaudited financial statements reflect all adjustments (all of which are normal and recurring in nature) that, in the opinion of management, are necessary for fair presentation of the interim financial information.  The results of operations for the interim period presented are not necessarily indicative of the results to be expected for any subsequent quarter or for the entire year ending March 31, 2011.  Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with US GAAP have been condensed or omitted.  These unaudited financial statements and notes included herein have been prepared on a basis consistent with and should be read in conjunction with the Company’s audited financial statements and notes for the year ended March 31, 2010, as filed in its Form 10-K.
 
 
F-5

 
 
CELLDONATE INC.
(A Development Stage Company)
Notes to Financial Statements
Nine Months ended December 31, 2010
(Unaudited – Expressed in US dollars)
 
 
2.  Significant Accounting Policies (continued)
 
(b)
Use of estimates
 
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.  On an ongoing basis, the Company evaluates its estimates, including, but not limited to, those related to accounts payable and accrued liabilities, the fair value of warrants attached to common shares issued and the recoverability of income tax assets.  While management believes the estimates used are reasonable, actual results could differ from those estimates and could impact future results of operations and cash flows.
 
(c) 
Basic and diluted loss per share
 
Basic loss per share is computed using the weighted average number of common shares outstanding.  Diluted earnings per share includes additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options and warrants.  However, the calculation of diluted loss per share excludes the effects of various conversions and exercise of options and warrants that would be anti-dilutive.
 
(d) 
Foreign currency translation
 
Transactions in currencies other than the US dollar are translated into US dollars at the exchange rate in effect at the balance sheet date for monetary assets and liabilities, and at historical exchange rates for non-monetary assets and liabilities.  Expenses are translated at the average rates for the period, except amortization, which is translated on the same basis as the related assets.  Resulting translation gains or losses are reflected in net loss.
 
(e) 
Research and development
 
Research and development expenditures are charged to operations as incurred.
 
(f) 
Equipment
 
Equipment is stated at cost.  Amortization is provided on a straight-line basis over their estimated useful lives of 3 years.
 
The Company periodically evaluates the recoverability of its in-use equipment based on expected undiscounted future cash flows and recognizes impairments, if any, when the undiscounted future cash flows are expected to be less than the carrying value of the asset as a current charge to operations.
 
 
F-6

 
 
CELLDONATE INC.
(A Development Stage Company)
Notes to Financial Statements
Nine Months ended December 31, 2010
(Unaudited – Expressed in US dollars)
 
 
2.  Significant Accounting Policies (continued)
 
(g) 
Financial instruments
 
All financial instruments are classified as one of the following: held-to-maturity, loans and receivables, held-for-trading, available-for-sale or other financial liabilities.  Financial assets and liabilities held-for-trading are measured at fair value with gains and losses recognized in net income.  Financial assets held-to-maturity, loans and receivables, and other financial liabilities are measured at amortized cost using the effective interest method.  Available-for-sale instruments are measured at fair value with unrealized gains and losses recognized in other comprehensive income and reported in shareholders’ equity.
 
A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level input that is significant to the fair value measurement.  The Company prioritizes the inputs into three levels that may be used to measure fair value:
 
 
a) Level 1 – Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
 
 
b) Level 2 – Applies to assets or liabilities for which there are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly, such as quoted prices for similar assets or liabilities in active markets, or indirectly, such as quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions.
 
 
c) Level 3 – Applies to assets or liabilities for which there are unobservable market data.
 
Transaction costs that are directly attributable to the acquisition or issue of financial instruments that are classified as held-to-maturity, loans and receivables, or other financial liabilities are included in the initial carrying value of such instruments and amortized using the effective interest method.  Transaction costs classified as held-for-trading are expensed when incurred, while those classified as available-for-sale are included in the initial carrying value.
 
(h) 
Income taxes
 
The Company uses the asset and liability approach in its method of accounting for income taxes that requires the recognition of deferred tax liabilities and assets for expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities.  The Company recognizes the effect of uncertain tax positions where it is more likely than not based on technical merits that the position could be sustained where the tax benefit has a greater than 50% likelihood of being realized upon settlement.  A valuation allowance against deferred tax assets is recorded if, based upon available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.
 
 
F-7

 
 
CELLDONATE INC.
(A Development Stage Company)
Notes to Financial Statements
Nine Months ended December 31, 2010
(Unaudited – Expressed in US dollars)
 
 
2.  Significant Accounting Policies (continued)
 
(i)  Subsequent events
 
In February 2010, the FASB issued ASU 2010-09, “Subsequent Event (Topic 855): Amendments to Certain Recognition and Disclosure Requirements”.  ASU 2010-09 removes the requirement for a US Securities and Exchange Commission filer to disclose a date through which subsequent events have been evaluated in both issued and revised financial statements.  Revised financial statements include financial statements revised as a result of either correction of an error or retrospective application of US GAAP.  All of the amendments in ASU 2010-09 are effective upon issuance of the final ASU, except for the use of the issued date for conduit debt obligors.  That amendment is effective for the Company’s interim period beginning July 1, 2010.
 
3.  Equipment
 
Computers
 
Cost
   
Accumulated
Amortization
   
Net Book
Value
 
At December 31, 2010
  $ 528     $ 528     $ -  
At March 31, 2010
  $ 528     $ 528     $ -  

4.  Financial Instruments
 
The Company has designated its cash as held-for-trading and accounts payable and amounts due to related parties as other financial liabilities.
 
(a) 
Fair value
 
The fair value of the Company’s cash, accounts payable and amounts due to related parties approximate their carrying values because of the short-term maturity of these instruments. The fair value of amounts due to related parties cannot be determined as there is no external market for such instruments.
 
(b) 
Credit risk
 
Credit risk is the risk of potential loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations.  The Company’s financial asset that is exposed to credit risk is cash, which is minimized to the extent that it is placed with a major financial institution.  Concentration of credit risk exists with respect to the Company’s cash as all amounts are held at a single major American financial institution.
 
(c) 
Translation risk
 
The Company’s functional currency is the US dollar.  The Company translates transactions in Canadian dollars into US currency using rates at the date of the transactions.  The exchange rate may vary from time to time.
 
(d) 
Interest rate risk
 
The Company is not exposed to significant interest rate risk due to the short-term maturity of its monetary current assets and liabilities.
 
 
F-8

 
 
CELLDONATE INC.
(A Development Stage Company)
Notes to Financial Statements
Nine Months ended December 31, 2010
(Unaudited – Expressed in US dollars)
 
 
4. Financial Instruments (continued)
 
(e) 
Liquidity risk
 
Liquidity risk is the risk that the Company will encounter difficulty in satisfying its financial obligations as they become due.  The Company manages its liquidity risk by forecasting cash flows from operations and anticipated investing and financing activities.  At December 31, 2010, the Company had accounts payable of $30,242 (March 31, 2010 - $19,962) which are due within 30 days, and amounts due to related parties with no specific terms of repayment.
 
5. Accrued Liabilities
 
As at December 31, 2010, accrued liabilities consist of accrued accounting fees of $3,000 (March 31, 2010 - $6,500).
 
6. Common Stock
 
(a) 
The Company issued common stock as follows:
 
During the period ended March 31, 2007, 11,500,000 common shares with a par value of $0.001 were issued for a total value of $1,150 for services rendered by founders of the Company and 1,600,000 common shares with a par value of $0.001 were issued for cash at a price of $0.005 per share for gross proceeds of $8,000.
 
During the year ended March 31, 2008, 1,140,000 common shares with a par value of $0.001 were issued for cash at a price of $0.005 per share for gross proceeds of $5,700.
 
During the year ended March 31, 2009, 867,000 units, each unit consisting of one common share and one-half of one warrant to purchase one common share at an exercise price of $0.15 per share on or before September 28, 2009 were issued for cash at a price of $0.05 per unit for gross proceeds of $43,350.  Pursuant to the stock dividend disclosed in note 6(b), the total number of issued units subsequent to the stock dividend would have been the equivalent of 8,670,000 units. The Company had received these share subscriptions before March 31, 2008.
 
(b) 
Stock dividend
 
On October 29, 2010, the Company approved a stock dividend of nine shares of the Company’s common stock for each one issued and outstanding share of common stock. As a result of the dividend, the number of issued and outstanding common shares increased from 2,291,000 to 22,910,000. The stock dividend has been accounted for similar to a stock split and, accordingly, the Company recorded an increase to capital stock of $20,619 with a corresponding decrease to additional paid-in capital. All per share and share amounts have been restated to reflect the stock dividend.
 
 
F-9

 
 
CELLDONATE INC.
(A Development Stage Company)
Notes to Financial Statements
Nine Months ended December 31, 2010
(Unaudited – Expressed in US dollars)
 
 
7.  Related Party Transactions
 
(a) 
Due to related parties as at December 31, 2010 includes the following:
 
 
(i)   $154,988 (March 31, 2010 - $115,833) due to a company controlled by a director of the Company.
 
 
(ii)   $7,851 (March 31, 2010 - $7,851) due to a company controlled by a shareholder of the Company for payment of legal services made on behalf of the Company.
 
 
(iii)   $2,988 (March 31, 2010 - $2,988) due to directors of the Company for advances made to the Company.
 
(b) 
The Company entered into an agreement with a company controlled by a director of the Company for the facilitation of its business and technology development dated August 15, 2006, as amended May 8, 2009.  The agreement requires the Company to pay a monthly fee of $1,500 for services provided by the related party and to reimburse the related party for expenses incurred on its behalf.  The monthly fee can be waived at the discretion of the related company. Pursuant to this agreement, for the three and nine months ended December 31, 2010, the Company incurred charges of $nil (three and nine months ended December 31, 2009 - $nil; period from August 15, 2006 to December 31, 2010 - $63,728), which has been expensed as consulting and development fees.
 
 
In addition, for the three months ended December 31, 2010, the Company was charged fees of $5,000 and for the nine months ended December 31, 2010, the Company was charged fees of $15,000 (three and nine months ended December 31, 2009 - $4,500; period from August 15, 2006 to December 31, 2010 - $31,600) by the related company for administrative costs.
 
Related party transactions are recorded at the exchange amount, representing the amount agreed upon by the parties, are non-interest-bearing and have no specific terms of repayment.
 
8.  Segmented Information
 
The Company operates primarily in one business segment being development of mobile technology with substantially all of its assets and operations located in Canada.
 
 
F-10

 
 

Forward Looking Statements

This quarterly report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested in this report. Except as required by applicable law, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our unaudited financial statements are expressed in US dollars and are prepared in accordance with generally accepted accounting principles in the United States. They reflect all adjustments (all of which are normal and recurring in nature) that, in the opinion of management, are necessary for fair presentation of our interim financial information. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for any subsequent quarter or for our fiscal year ending March 31, 2011. Our unaudited financial statements and notes included therein have been prepared on a basis consistent with and should be read in conjunction with our audited financial statements and notes for the year ended March 31, 2010, as filed in our annual report on Form 10-K.

The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report.

Business Overview

We are a development stage company in the business of creating and marketing entertainment-based mobile applications designed to generate donation revenue for charitable and non-profit organizations. We are developing and intend to promote programs and software solutions that assist charitable or philanthropic organizations, provide an alternative to conventional forms of fundraising and permit individuals to play fun, interactive games on their mobile devices and receive prizes or information for doing so. So far, we have completed the development of a suite of applications aimed at individuals with Internet-enabled mobile devices known as the Celldonate mobile games suite. This suite includes both games of chance as well as skills-based games which individuals will be able to play to earn points towards redeeming prizes from participating retailers and service providers.

We have designed the Celldonate mobile games suite so that individuals will have to purchase a charity donations game card that allows them to download the suite to their mobile device of choice in order to play the games. Each game card will come with an initial allocation of reward points, and after these points are exhausted individuals we will be required to make charitable donations through the mobile device on which the card is registered in order to earn more reward points. This will allow such individuals to play more games and give them more opportunities to win prizes.

We have only recently begun operations, and we have not yet entered into any commitments or agreements to sell or market the Celldonate mobile games suite or our charity donations games cards. We have not generated any revenues from our business activities, and we do not expect to generate revenues for the foreseeable future. Since our inception, we have incurred operational losses, and we have been issued a going concern opinion by our auditors. We have also accumulated net losses since our inception and incurred a net loss for the most recent audited and interim periods.

On October 29, 2010, we effected a stock dividend by way of a forward split. In connection with this, on November 1, 2010, our shareholders of record on October 29, 2010, received nine shares of our common stock for each one issued and outstanding share of our common stock. Following the payment of the stock dividend, our issued and outstanding common stock increased from 2,291,000 shares to 22,910,000 shares, representing an increase of 20,619,000 shares.

 
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Results of Operations

For the Three Months Ended December 31, 2010

During the three months ended December 31, 2010 we incurred a net loss of $17,131, compared to a net loss of $18,815 during the same period in the prior year (“fiscal 2009”). Our net loss from our inception on August 15, 2006 to December 31, 2010 was $256,005. Our net loss per share for the three months ended December 31, 2010 was $0.01, as was our net loss per share during the same period in fiscal 2009.

During the three months ended December 31, 2010 we incurred total expenses of $17,131 compared to total expenses of $18,815 during the same period in fiscal 2009. From our inception on August 15, 2006 to December 31, 2010 we incurred total expenses of $256,005.

Our total expenses during the three months ended December 31, 2010 consisted of $11,104 in accounting and legal fees, $5,877 in licenses and fees and $150 in bank charges. For the same period in fiscal 2009 our total expenses consisted of $11,606 in accounting and legal fees, $7,059 in licenses and fees and $150 in bank charges.
 
Our total expenses from our inception on August 15, 2006 to December 31, 2010 consisted of $149,892 in accounting and legal fees, $35,059 in licenses and fees, $1,341 in bank charges, $63,728 in consulting and development fees, $5,457 in office expenses and $528 in amortization.

For the Nine Months Ended December 31, 2010

For the nine months ended December 31, 2010 we incurred a net loss of $47,069, compared to a net loss of $38,705 during the same period in fiscal 2009. Our net loss per share for the nine months ended December 31, 2010 was $0.01, as was our net loss per share during the same period in fiscal 2009.

For the nine months ended December 31, 2010 we incurred total expenses of $47,069, compared to total expenses of $38,705 during the same period in fiscal 2009.

Our total expenses for the nine months ended December 31, 2010 consisted of $31,066 in accounting and legal fees, $15,553 in licences and fees and $450 in bank charges. For the same period in fiscal 2009 our total expenses consisted of $27,723 in accounting and legal fees, $10,463 in licenses and fees, $420 in bank charges, $11 in office expenses and $88 in amortization.

The increase in our expenses for the nine months ended December 31, 2010 was primarily due to increases in our licenses and fees and our legal and accounting fees associated with being a public company.
 
Liquidity and Capital Resources

We have limited operational history. From our inception on August 15, 2006 to December 31, 2010 we did not generate any revenues. As of December 31, 2010 we had $1,264 in cash in our bank accounts, a working capital deficiency of $197,805 and an accumulated deficit of $256,005. We are dependent on funds raised through equity financing and related parties. Our cumulative net loss of $256,005 from our inception on August 15, 2006 to December 31, 2010 was funded by equity financing and advances from related parties. We anticipate that we will incur substantial losses for the foreseeable future and our ability to generate any revenues in the next 12 months continues to be uncertain.

During the nine months ended December 31, 2010 we spent $40,289 in cash on operating activities, compared to $36,223 during the same period in fiscal 2009. The increase in cash used on operating activities for the nine months ended December 31, 2010 was primarily due to an increase in our net loss for the period offset by fluctuations in our accounts payable and accrued liabilities balances.

 
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We did not engage in any investing activities during nine months ended December 31, 2010 or the same period in fiscal 2009.

During the nine months ended December 31, 2010 we received $39,155 in cash from financing activities, compared to $18,003 in cash during the same period in fiscal 2009. The increase in our receipts from financing activities for the nine months ended December 31, 2010 was entirely due to an increase in advances from related parties.

From our inception on August 15, 2006 to December 31, 2010 we spent $221,085 in cash on operating activities and $528 on investing activities, and we received $222,877 in cash from financing activities, including $165,827 in advances from related parties and $57,050 in proceeds from share subscriptions and the issuance of our common stock.

For the next 12 months (beginning February 2011) we intend to:

enter into strategic partnerships with various retailers, service providers and charitable and non-profit organizations regarding the sale, distribution and redemption of our charity donations game cards and reward points;

complete the testing of the Celldonate mobile games suite on new mobile devices as required;

retain two business development consultants on a part-time basis to provide us with technical services regarding our operations and planned activities; and

complete private and/or public financing to cover the costs of marketing the initial version of the Celldonate mobile games suite as well as any other proprietary mobile applications we may create.

Currently, we only own the copyright in the Celldonate mobile games suite, in a number of proprietary mobile applications associated with the suite and in a variety of Internet domain names. We expect to require approximately $570,000 to continue our planned operations over the next 12 months.

Upon securing appropriate financing, our planned expenditures for the next 12 months (beginning February 2011) are summarized as follows:

Description
Potential Completion Date
Estimated Expenses
 ($)
Enter into strategic partnerships with retailers, service providers and charitable and non-profit organizations
12 months
115,000
Complete the testing of our applications as required
12 months
15,000
Retain two business development consultants on a part-time basis
12 months
60,000
Professional fees (legal, accounting and auditing fees)
12 months
80,000
Business and technology development expenses
12 months
180,000
Marketing expenses
12 months
100,000
Other general and administrative expenses
12 months
20,000
Total
 
570,000

Our general and administrative expenses for the year will consist primarily of transfer agent fees, investor relations expenses and general office expenses. The professional fees are related to our regulatory filings throughout the year.

Based on our planned expenditures, we will require additional funds of approximately $568,736 (a total of $570,000 less our cash of approximately $1,264 as of December 31, 2010) to proceed with our business plan over the next 12 months. If we secure less than the full amount of financing that we require, we will not be able to carry out our complete business plan and we will be forced to proceed with a scaled back business plan based on our available financial resources.
 
 
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Future Financings

We have not generated any revenues, have achieved losses since our inception, and rely upon the sale of our securities and advances from related parties to fund our operations. We anticipate that we will incur substantial losses for the foreseeable future, and we are dependent upon obtaining outside financing to carry out our operations. Our financial statements for the nine months ended December 31, 2010 have been prepared on a going concern basis and do not include any adjustments that might result from the outcome of this uncertainty.

We will require approximately $570,000 over the next 12 months in order to enable us to proceed with our plan of operations, including paying our ongoing expenses. These cash requirements are in excess of our current cash and working capital resources. Accordingly, we intend to raise the balance of our cash requirements for the next 12 months (approximately $568,736) from private placements, advances from related parties or possibly a registered public offering (either self-underwritten or through a broker-dealer). If we are unsuccessful in raising enough money through such efforts, we may review other financing possibilities such as bank loans. At this time we do not have a commitment from any broker-dealer to provide us with financing, and there is no guarantee that any financing will be available to us or if available, on terms that will be acceptable to us.

If we are unable to obtain the necessary additional financing, then we plan to reduce the amounts that we spend on our operations, including our accounting and legal fees, so as not to exceed the amount of capital resources that are available to us. If we do not secure additional financing our current cash reserves and working capital will be not be sufficient to enable us to sustain our operations for the next 12 months, even if we do decide to scale back our operations.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Critical Accounting Policies

Our financial statements are affected by the accounting policies used and the estimates and assumptions made by management during their preparation. A complete summary of these policies is included in Note 2 of the notes to our financial statements. We have identified below the accounting policies that are of particular importance in the presentation of our financial position, results of operations and cash flows, and which require the application of significant judgment by our management.

Foreign Currency Translation

Our financial statements are presented in United States dollars. Transactions in currencies other than the US dollar are translated into US dollars at the exchange rate in effect at the balance sheet date for monetary assets and liabilities, and at historical exchange rates for non-monetary assets and liabilities. Expenses are translated at the average rates for the period, excluding amortization, which is translated on the same basis as the related assets. Resulting translation gains or losses are reflected in net loss.

Research and Development

Research and development expenditures are charged to operations as incurred.

Inflation

The amounts presented in the financial statements do not provide for the effect of inflation on our operations or financial position. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.

 
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Not applicable.


Disclosure Controls

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) designed to provide reasonable assurance the information required to be reported in our Exchange Act filings is recorded, processed, summarized and reported within the time periods specified and pursuant to Securities and Exchange Commission rules and forms, including controls and procedures designed to ensure that this information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As of the end of the period covered by this report, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures. Based upon this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were (1) designed to ensure that material information relating to our Company is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, in a timely manner, particularly during the period in which this report was being prepared, and (2) effective, in that they provide reasonable assurance that information we are required to disclose in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

Changes in Internal Control

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) during the three months ended December 31, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
 
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We are not aware of any legal proceedings to which we are a party or of which our property is the subject. None of our directors, officers, affiliates, any owner of record or beneficially of more than 5% of our voting securities, or any associate of any such director, officer, affiliate or security holder are (i) a party adverse to us in any legal proceedings, or (ii) have a material interest adverse to us in any legal proceedings. We are not aware of any other legal proceedings that have been threatened against us.


None.


None.



None.


 
 
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SIGNATURES

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

 Date: February 8, 2011
Celldonate Inc.
     
 
By:
/s/ David Strebinger
   
David Strebinger
   
President, Chief Executive Officer, Secretary, Director

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