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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q
(Mark One)
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 2011

 
Or
 
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to _____________

Commission File Number: 000-54074
 
  
 
MIMVI, INC.
(Exact name of registrant as specified in its charter)
  
Nevada
26-0685980
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
   
268 Bush Street, Suite 4124
San Francisco, CA
 
94104
(Address of principal executive offices)
(Zip Code)
 
510-552-2811
(Registrant's telephone number, including area code)
 
Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.                     Yes x   No ¨

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

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 the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:

Common Stock, $0.001 par value
 
42,070,700 shares
(Class)
 
(Outstanding as of November 8, 2011)

 
 

 
  
MIMVI, INC.
Table of Contents
 
 
Page
PART I – FINANCIAL INFORMATION
  2
Item 1. Financial Statements
  2
Unaudited Financial Statements
  2
Balance Sheets
  2
Statements of Operations
  3
Statements of Cash Flows
  4
Notes to Financial Statements
  5
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
  11
Item 3. Quantitative and Qualitative Disclosures About Market Risk
  13
Item 4. Controls and Procedures
 14
PART II – OTHER INFORMATION
  14
Item 1. Legal Proceedings
  14
Item 1A. Risk Factors
  14
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  14
Item 3. Defaults Upon Senior Securities
  15
Item 5. Other Information
  15
Item 6. Exhibits
  15
SIGNATURES
  16
 
 
1

 

PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
MIMVI, INC.
(A Development Stage Company)
Balance Sheets
 
   
September 30,
   
December 31,
 
   
2011
   
2010
 
   
(unaudited)
   
(audited)
 
             
Assets
           
             
Current assets
           
Cash
  $ 21,636     $ -  
Accounts receivable
    3,000       18,600  
Prepaid expenses
    569,203       20,466  
Total current assets
    593,839       39,066  
                 
Deposit
    -       7,104  
Fixed assets, net
    9,576       13,282  
                 
Total assets
  $ 603,415     $ 59,452  
                 
Liabilities and Stockholders' Deficit
               
                 
Current liabilities
               
Accounts payable
  $ 601,610     $ 514,099  
Note payable
    25,000       -  
Bank overdraft
    -       1,109  
Total current liabilities
    626,610       515,208  
                 
Total liabilities
    626,610       515,208  
                 
Commitments and contingencies
               
                 
Stockholders' deficit
               
Preferred stock, $0.001 par value, 50,000,000 shares authorized; zero outstanding as of September 30, 2011 and December 31, 2010
    -       -  
                 
Common stock,  $0.001 par value, 300,000,000 shares authorized; 40,920,700 and 32,910,000 shares issued and outstanding as of September 30, 2011 and December 31, 2010, respectively
    40,920       32,910  
                 
Additional paid in capital
    6,347,934       2,713,928  
Common stock payable
    -       30,000  
Common stock escrowed as collateral for note payable
    (62,500 )     -  
Deficit accumulated during development stage
    (6,349,549 )     (3,232,594 )
Total stockholders' deficit
    (23,195 )     (455,756 )
                 
Total liabilities and stockholders' deficit
  $ 603,415     $ 59,452  

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

 
2

 

MIMVI, INC.
(A Development Stage Company)
Statements of Operations
Unaudited
 
                           
Inception
 
   
Three Months Ended
   
Nine Months Ended
   
(August 7, 2007)
 
   
September 30,
   
September 30,
   
to September 30,
 
   
2011
   
2010
   
2011
   
2010
   
2011
 
                               
Revenue
  $ 10,055     $ -     $ 61,375     $ -     $ 79,975  
                                         
Expenses:
                                       
                                         
Executive compensation
    -       -       -       -       10,000  
Legal and professional fees
    280,734       250,615       2,174,361       554,080       3,056,726  
Services - stock compensation
    90,234       -       877,428       -       3,063,137  
General and administrative expenses
    68,467       702,992       126,541       764,422       299,661  
Total operating expenses
    439,435       953,607       3,178,330       1,318,502       6,429,524  
                                         
Loss from operations
    (429,380 )     (953,607 )     (3,116,955 )     (1,318,502 )     (6,349,549 )
                                         
Net loss
  $ (429,380 )   $ (953,607 )   $ (3,116,955 )   $ (1,318,502 )   $ (6,349,549 )
                                         
Weighted average number of common shares outstanding - basic
    39,198,750       32,205,495       36,715,718       95,795,956          
                                         
Net loss per share - basic
  $ (0.01 )   $ (0.03 )     (0.08 )     (0.01 )        

The accompanying notes are an integral part of these financial statements.
 
 
3

 

MIMVI, INC.
(A Development Stage Company)
Statements of Cash Flows
Unaudited
 
               
Inception
 
   
For the nine months ended
   
(August 7, 2007)
 
   
September 30,
   
to September 30,
 
   
2011
   
2010
   
2011
 
                   
Cash flows from operating activities:
                 
Net loss
  $ (3,116,955 )   $ (1,318,502 )   $ (6,349,549 )
Adjustments to reconcile net loss
                       
to net cash used in operating activities:
                       
Depreciation
    3,706       1,274       6,215  
Stock issued for executive compensation
    -       -       10,000  
Stock based compensation for services
    2,692,809       550,553       4,878,518  
Changes in operating assets and liabilities:
                       
Accounts receivable
    15,600       -       (3,000 )
Prepaid expenses and deposits
    27,569       (35,194 )     -  
Accounts payable
    87,511       425,851       601,609  
Net cash flows used in operating activities
    (289,760 )     (376,018 )     (856,207 )
                         
Cash flows from investing activities:
                       
Purchase of property and equipment
    -       (15,791 )     (15,791 )
Net cash flows used in investing activities
    -       (15,791 )     (15,791 )
                         
Cash flows from financing activities:
                       
Bank overdraft
    (1,109 )     -       -  
Donated capital
    -       -       37,629  
Proceeds from note payable
    25,000       -       25,000  
Proceeds from issuance of common stock
    287,505       400,000       831,005  
Net cash flows provided by financing activities
    311,396       400,000       893,634  
                         
Net increase in cash
    21,636       8,191       21,636  
                         
Cash and cash equivalents, beginning of period
    -       129       -  
                         
Cash and cash equivalents, end of period
  $ 21,636     $ 8,320     $ 21,636  
                         
Supplemental cash flow disclosures:
                       
Interest paid
  $ -     $ -     $ -  
Income taxes paid
  $ -     $ -     $ -  
                         
Supplemental non-cash investing and financing activities:
                       
Increase in prepaid stock compensation
  $ 569,203     $ -     $ 569,203  
Retirement of 275,000,000 shares of common stock
  $ -     $ 14,000     $ 14,000  
Shares issued for executive compensation
  $ -     $ -     $ 10,000  
Number of shares issued for executive compensation
    -       -       300,000,000  

The accompanying notes are an integral part of these financial statements.
 
 
4

 

MIMVI, INC.
 (A Development Stage Company)
Notes to Financial Statements
September 30, 2011
Unaudited

Note 1  History and Organization of the Company

Nature of Business

Mimvi, Inc. (“the Company”) was organized August 7, 2007 under the laws of the State of Nevada, as Fashion Net, Inc.  

On April 12, 2010, the Company changed its name to Mimvi, Inc.

The Company was authorized to issue up to 75,000,000 shares of its common stock with a par value of $0.001 per share.

On April 12, 2010, the Company had a 30 for 1 forward stock split. Additionally, the Company increased its authorized common stock to 300,000,000 shares and its authorized preferred stock to 50,000,000 shares. All references in these financial statements to number of common shares, price per share and weighted average number of common shares outstanding have been adjusted to reflect the stock split on a retroactive basis, unless otherwise noted.
 
On February 1, 2010, the Company’s current CEO, Kasian Franks, acquired 98.3% of the issued and outstanding stock of Fashion Net, Inc. from the former CEO of the Company.

Subsequent to the closing of the Stock Purchase Agreement, on March 4, 2010 and September 30, 2010, Mr. Franks voluntarily cancelled 270,000,000 and 5,000,000 of his shares, respectively.  

As part of the change in control of the Company, the Board of Directors determined that it was in the best interest of the Company to change the direction of its operating business.  As part of the change of direction, the Company amended the Articles of Incorporation of the Company to change its name to “Mimvi, Inc.” This name change was approved by the shareholders and the Board of Directors of the Company.

As of September 30, 2011, the Company is a technology company that develops advanced algorithms and technology for mobile applications and mobile Internet related technology and personalized search, recommendation and discovery services to consumers and business enterprise. The Company’s personalization technology automates the organization of mobile content.

As of September 30, 2011, the Company is a development stage company with limited revenues, net losses from operations and negative cash flows from operations.

Note 2  Basis of Presentation

The interim financial statements are presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (SEC).  Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.

 
5

 

MIMVI, INC.
 (A Development Stage Company)
   Notes to Financial Statements
September 30, 2011
Unaudited

Note 2  Basis of Presentation - (continued)

These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein.  It is suggested that these interim financial statements be read in conjunction with the audited financial statements of the Company as of and for the two year period ended December 31, 2010 and notes thereto included in the Company's annual report on Form 10-K.  The Company follows the same accounting policies in the preparation of interim reports. Results of operations for the interim periods are not indicative of annual results.

 Note 3  Going Concern

The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. As of September 30, 2011, the Company had an accumulated deficit of $6,349,549.  The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources.  The Company is contemplating conducting an offering of its debt or equity securities to obtain additional operating capital.  The Company is dependent upon its ability, and will continue to attempt, to secure equity and/or debt financing.  There are no assurances that the Company will be successful and without sufficient financing it would be unlikely for the Company to continue as a going concern.
 
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.   

Note 4  Significant Accounting Policies

Basis of Presentation

The interim financial statements present the balance sheets and statements of operations, and cash flows of the Company. The interim financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America.

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.  Actual results could differ from those estimates.

 
6

 

MIMVI, INC.
(A Development Stage Company)
Notes to Financial Statements
September 30, 2011
Unaudited

Note 4  Significant Accounting Policies – (continued)

Loss per share

Basic loss per share is computed by dividing losses available to common stockholders by the weighted average number of common shares outstanding during the period.  Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

Stock based compensation

We recognize stock-based compensation in accordance with ASC Topic 718 “Stock Compensation”, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including employee stock options and employee stock purchases related to an Employee Stock Purchase Plan based on the estimated fair values.

For non-employee stock-based compensation, we have adopted ASC Topic 505 “Equity-Based Payments to Non-Employees”, which requires stock-based compensation related to non-employees to be accounted for based on the fair value of the related stock or options or the fair value of the services on the grant date, whichever is more readily determinable in accordance with ASC Topic 718.

Recent Accounting Pronouncements

There have been no recent accounting pronouncements or changes in accounting pronouncements during the nine months ended September 30, 2011, as compared to the recent accounting pronouncements described in our annual report on Form 10-K for the year ended December 31, 2010, that are of material significance, or have potential material significance, on our financial position, results of operations or cash flows.
 
Note 5  Note Payable

In August 2011, the Company converted $25,000 unreimbursed expenses made by a shareholder on behalf of the Company to a note payable.  The note payable is due in August 2012, bears interest at an annual rate of 12% and is secured by the issuance of 250,000 shares of the Company’s common stock.  The shares are being held in escrow with the shareholder’s legal counsel.

As of September 30, 2011, the common stock issued as collateral for this note payable is being recorded as $62,500 as a reduction of the equity pending the satisfaction of the note payable.

 
7

 

MIMVI, INC.
 (A Development Stage Company)
   Notes to Financial Statements
September 30, 2011
Unaudited

Note 6   Stockholders’ Deficit

As of September 30, 2011, the Company was authorized to issue up to 300,000,000 shares of its common stock with a par value of $0.001 per share.

Three Months Ended September 30, 2011

During the three months ended September 30, 2011, the Company issued 541,700 shares of its common stock for equity financing.  The shares were issued at an average per share price of $.11 for an aggregate of $57,505.

During the three months ended September 30, 2011, the Company issued 250,000 shares of its common stock with a fair value of $62,500 as collateral for a secured promissory note with a principal amount of $25,000.  The shares are currently being held in escrow during the term of the note.

During the three months ended September 30, 2011, the Company issued 1,325,000 shares of its common stock to consultants in exchange for services rendered with a fair value of $331,250.

Nine Months Ended September 30, 2011

During the nine months ended September 30, 2011, the Company issued 1,061,700 shares of its common stock for equity financing.  The shares were issued at an average per share price of $.30 for an aggregate of $317,505 of which $30,000 was received in the year ended December 31, 2010.

Note 7   Warrants and Options

Warrants

In January 2010, the Company issued 5,000,000 warrants to consultants with the weighted average exercise price of the grants of $0.50. The vesting period on these grants was immediate.  The fair value of these options was determined to be a nominal value. The value of these options estimated by using the Black-Scholes option pricing model with the following assumptions: expected life of 5 years; risk free interest rate of 2.44%; dividend yield of 0% and expected volatility of 25%.

For the year ended December 31, 2010, the Company stock compensation expense was $535.

Stock Option Plans

The Company's employee stock option plans (the "Plans") provide for the grant of non-statutory or incentive stock options to the Company's employees, officers, directors or consultants.

The 2010 Stock Incentive Plan provides for the grant of options to purchase shares of common stock, restricted stock, stock appreciation rights (“SARs”) and restricted stock units (rights to receive, in cash or stock, the market value of one share of our common stock).  Incentive stock options (“ISOs”) may be granted only to employees.  Nonstatutory stock options and other stock-based awards may be granted to officers, employees, non-employee directors and consultants.

 
8

 

MIMVI, INC.
(A Development Stage Company)
Notes to Financial Statements
September 30, 2011
Unaudited

Note 7   Warrants and Options – (continued)

Subject to certain adjustments, 10,000,000 shares of the Company’s common stock have been authorized for issuance under the 2010 Stock Incentive Plan of which 2,812,500 shares were available for future grant as of September 30, 2011.  Shares authorized under the plan will be available for issuance pursuant to options or awards granted under the plan. The Company’s Board of Directors administers the Plans, selects the individuals to whom options will be granted, determines the number of options to be granted, and the term and exercise price of each option. Stock options granted pursuant to the terms of the Plans generally cannot be granted with an exercise price of less than 100% of the fair market value on the date of the grant. The term of the options granted under the Plans cannot be greater than 10 years. Options vest at varying rates generally over three to five years.

As approved by the Board of Directors on November 3, 2010, the Company granted 7,187,500 stock options to certain officers and consultants of the Company at $0.45 per share.  The term of these options are ten years. A total of 3,750,000 stock options valued at $1,632,810 vest immediately and 3,437,500 valued at $1,496,743 vest quarterly over a four year period.

As of September 30, 2011, a total of 4,537,761 stock options valued at $1,905,858 had vested and the expense has been recorded as stock based compensation.  

As of September 30, 2011, the remaining 2,649,739 options valued at $1,223,695 will vest quarterly through November 2014.

During the three and nine months ended September 30, 2011, $90,234 and $274,014 was recorded as stock based compensation.

The Company utilizes the Black-Scholes-Merton (“Black-Scholes”) model as its option pricing model with the following weighted average assumptions for the nine months ended September 30, 2011.
 
   
September 30, 2011
 
       
Risk-Free Interest Rate
    1.11 %
         
Expected Dividend Yield
    0 %
         
Expected Life
 
5 years
         
Expected Volatility
    164 %
 
 
9

 

The following table summarizes activity in the Company's stock option plans:

   
Number of
Shares
   
Weighted
Average Price
Per Share
 
             
Balance at December  31, 2009
    -     $ -  
Granted
    7,187,500       0.45  
Balance at December  31, 2010
    7,187,500     $ 0.45  
Granted
    -       -  
Balance at September 30, 2011
    7,187,500     $ 0.45  
 
The following summarizes pricing and term information for options issued to consultants which are outstanding as of September 30, 2011:

     
Options Outstanding
   
Options Exercisable
 
Range of
Exercise
Prices
   
Number
Outstanding
at September
30, 2011
   
Weighted
Average
Remaining
Contractual
Life
   
Weighted
Average
Exercise
Price
   
Number
Exercisable at
September 30,
2011
   
Weighted
Average
Exercise Price
 
                                 
$ 0.45       7,187,500       9.58     $ 0.45       2,649,741     $ 0.45  
$ 0.45       7,187,500       9.58     $ 0.45       2,649,741     $ 0.45  
 
Note 8.  Subsequent Events

On November 7, 2011, the Company issued 1,150,000 shares of its common stock to three (3) consultants in exchange for services rendered with a fair value of $322,000.
 
 
10

 

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

Forward-Looking Statements

Certain statements made in this Report on Form 10-Q are “forward-looking statements” in regard to the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of the Registrant to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Registrant’s plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Registrant believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Quarterly Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Registrant or any other person that the objectives and plans of the Registrant will be achieved.

The key factors that are not within our control and that may have a direct bearing on operating results include, but are not limited to, acceptance of our services, our ability to expand our customer base, managements’ ability to raise capital in the future, the retention of key employees and changes in the regulation of our industry.

There may be other risks and circumstances that management may be unable to predict.  When used in this Quarterly Report, words such as,  "believes," "expects," "intends," "plans," "anticipates," "estimates" and similar expressions are intended to identify forward-looking statements, although there may be certain forward-looking statements not accompanied by such expressions.

Description of Business

Mimvi, Inc. (“the Company”) is a technology company that develops advanced algorithms and technology for mobile app (application) and mobile Internet related technology and personalized search, recommendation and discovery services to the consumer and enterprise. Our personalization technology automates the organization of mobile content. In detail, not only does it automate the process of search, but importantly, the process of personalization, recommendation and discovery of content. Behind our technology is a unique, powerful and proprietary set of algorithms. These algorithms are optimized for various categories of content such as mobile apps, online video along with matching advertising to social networking content and mobile content. Our personalization technology platform applies to all content. However, we focus our technology in the area of search, recommendation and discovery results for mobile apps, entertainment and educational videos of all kinds, including music videos. We focus our technology on a search, recommendation and discovery consumer destination Internet site for the entire world’s up and coming mobile applications. Mimvi also maintains social networking technology applied to the mobile Internet.
 
Three Months Ended September 30, 2011 compared with Three Months Ended September 30, 2010
 
Revenue
 
For the three months ended September 30, 2011, revenues were $10,055 compared to zero for the three months ended September 30, 2010, an increase of $10,055.  During 2010, we commenced our business.  The revenue consisted of enterprise consulting revenue.

 
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 Expenses
 
For the three months ended September 30, 2011, expenses decreased to $439,435 from $953,607 for the three months ended September 30, 2010, a decrease of $514,172.  This decrease is primarily due to a decrease in general and administrative expenses. 
 
Nine Months Ended September 30, 2011 compared with Nine Months Ended September 30, 2010
 
Revenue
 
For the nine months ended September 30, 2011, revenues were $61,375 compared to zero for the nine months ended September 30, 2010, an increase of $61,375. During 2010, we commenced our business.  The revenue consisted of enterprise consulting revenue.
  
Expenses
 
For the nine months ended September 30, 2011, expenses increased to $3,178,330 compared to $1,318,502 for the nine months ended September 30, 2010, an increase of $1,859,828.  The increase is primarily due to increased professional fees and stock compensation expense, partially offset by a decrease in general and administrative expenses. 

Liquidity and Capital Resources
 
As of September 30, 2011, we had cash of $21,636, accounts receivable of $3,000 and $569,203 of total prepaid expenses as a result of stock issued in February 2011 and September 2011 under consulting and employment agreements.

As of September 30, 2011, we had total current liabilities of $626,610, which consisted of accounts payable of $601,610 and a $25,000 note payable due in August 2012 for unreimbursed expenses of a shareholder.  This note payable is secured by the issuance of 250,000 shares of our common stock.

During the nine months ended September 30, 2011, the Company issued 1,061,700 shares of its common stock for equity financing.  The shares were issued at an average per share price of $.30 for an aggregate of $317,515 of which $30,000 was received in the year ended December 31, 2010.

Currently, we have limited funds to pay our liabilities. Should one or more of our creditors seek or demand payment, we are not likely to have the resources to pay or satisfy any such claims. Thus, we face risk of defaulting on our obligations to our creditors with consequential legal and other costs adversely impacting our ability to continue our existence.

For these and other reasons, we anticipate that unless we can obtain sufficient capital from an outside source and do so in the very near future, we may be unable to continue to operate as a corporation, continue to meet our filing obligations under the Securities Exchange Act of 1934, or otherwise satisfy our obligations to our stock transfer agent, our accountants, our legal counsel, our EDGAR filing agent, and many others.
 
For these and other reasons, our management recognizes the adverse difficulties and continuing severe challenges we face. Apart from the limited funds that we have received there can be no assurance that we will receive any financing or funding from any source or if any financing should be obtained, that existing shareholders will not incur substantial, immediate, and permanent dilution of their existing investment.

 
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The following is a summary of the Company's cash flows provided by (used in) operating, investing, and financing activities for the nine months ended September 30, 2011 and 2010:
 
   
Nine months ended
 
   
September 30,
 
   
2011
   
2010
 
Operating activities
  $ (289,760 )   $ (376,018 )
Investing activities
    -       (15,791 )
Financing activities
    311,396       400,000  
Net effect on cash
  $ 21,636     $ 8,191  

The Company currently has nominal assets and minimal sources of revenues. The Company is dependent upon the receipt of capital investment or other financing to fund its ongoing operations and to execute its business plan. If continued funding and capital resources are unavailable at reasonable terms, the Company may not be able to implement its plan of operations. Our financial statements indicate that without additional capital, there is substantial doubt as to our ability to continue as a going concern.

Going Concern Uncertainties

We currently have minimal sources of operating revenue, and have only limited working capital with which to pursue our business plan. The amount of capital required to sustain operations until the successful completion of a business combination is subject to future events and uncertainties. It may be necessary for us to secure additional working capital through loans or sales of common stock, and there can be no assurance that such funding will be available in the future. These conditions raise substantial doubt about our ability to continue as a going concern. Our auditors have issued a "going concern" opinion in their audit report as of and for the year ended December 31, 2010.
 
Capital Expenditures

We have not incurred any material capital expenditures.
 
Commitments and Contractual Obligations
 
As a "smaller reporting company" as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

Off-Balance Sheet Arrangements
 
We have not entered into any 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 would be considered material to investors.
 
Item 3.   Quantitative and Qualitative Disclosures About Market Risk.
 
As a "smaller reporting company" as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

 
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Item 4.   Controls and Procedures.
 
Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, carried out an evaluation of the effectiveness of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 (the "Exchange Act") Rules 13a-15(e) and 15-d-15(e)) as of the end of the period covered by this report (the "Evaluation Date"). Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures are not effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our internal controls over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 

PART II – OTHER INFORMATION
 
Item 1. Legal Proceedings.

There are presently no material pending legal proceedings to which the Company, any executive officer, any owner of record or beneficially of more than five percent of any class of voting securities is a party or as to which any of its property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.
 
Item 1A. Risk Factors.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
 
On September 6, 2011, the Company issued 250,000 shares of its common stock with a fair value of $62,500 as collateral for a secured promissory note with a principal amount of $25,000.  The shares are currently being held in escrow during the term of the note.

On September 6, 2011, the Company issued 625,000 shares of its common stock to three (3) consultants in exchange for services rendered with a fair value of $156,250.

On September 13, 2011, the Company issued 700,000 shares of its common stock to a consultant in exchange for services rendered with a fair value of $175,000.

The issuance of these shares was made in reliance on the exemption from registration in Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering.  Such reliance on Section 4(2) was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there were only a limited number of offerees; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the negotiations for the sale of the stock took place directly between the offeree and us. 

 
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On September 20, 2011, the Company issued 266,700 shares of its common stock to three (3) investors in exchange for an aggregate purchase price of $30,005.

On September 28, 2011, the Company issued 275,000 shares of its common stock to two (2) investors in exchange for an aggregate purchase price of $27,500.

These sales to investors involved no general solicitation and involved only accredited purchasers.  Each purchaser was given the opportunity to ask questions of us.  Thus, we believe that the offering was exempt from registration under Regulation D, Rule 506 of the Securities Act of 1933, as amended.

Item 3. Defaults Upon Senior Securities.
 
None.

Item 5. Other Information.
 
None.

Item 6.
 
Exhibits.
     
31.1
 
Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to 15d-15(e), under the Securities and Exchange Act of 1934, as amended, with respect to the registrant’s Annual Report on Form 10-Q for the quarter ended September 30, 2011.
     
32.1
 
Certification of the Company’s Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   
101.INS
XBRL Instance Document
   
101.SCH
XBRL Taxonomy Extension Schema
   
101.CAL
XBRL Taxonomy Extension Calculation Linkbase
   
101.DEF
XBRL Taxonomy Extension Definition Linkbase
   
101.LAB
XBRL Taxonomy Extension Label Linkbase
   
101.PRE
XBRL Taxonomy Extension Presentation Linkbase
 
 
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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
MIMVI, INC.
   
Date: November 10, 2011
/s/  KASIAN FRANKS
 
Name: Kasian Franks
 
Title: Chief Executive Officer and Chief Financial Officer
 
(Principal Executive Officer and Principal
Accounting and Financial Officer)
 
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