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EX-32.1 - SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 - Gold Torrent, Inc.ex32-1.htm
EX-31.1 - SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 - Gold Torrent, Inc.ex31-1.htm

 

 

  

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION  

Washington, D.C. 20549 

 

FORM 10-Q 

 

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

 

For the quarterly period ended December 31, 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: 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.)

 

8665 West Flamingo Road

Suite 131-200

Las Vegas, Nevada 89147

(Address of principal executive offices, including zip code) 

 

(650) 938-3325 

(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 £ 

 

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 £ 

 

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 £ 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 £ 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 £ No £ 

 

APPLICABLE ONLY TO CORPORATE ISSUERS 

 

As of February 13, 2012 the registrant’s outstanding common stock consisted of 22,910,000 shares. 

 

 

 

 
 

 

Table of Contents 

 

PART I – FINANCIAL INFORMATION
     
Item 1. Financial Statements 3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 4
Item 3. Quantitative and Qualitative Disclosures About Market Risk 9
Item 4. Controls and Procedures 9
     
PART II – OTHER INFORMATION
     
Item 1. Legal Proceedings 11
Item 2. Unregistered Sales of Equity Securities 11
Item 3. Defaults Upon Senior Securities 11
Item 4. (Removed and Reserved) 11
Item 5. Other Information 11
Item 6. Exhibits 11
     
SIGNATURES 12

 

2
 

 

PART I – FINANCIAL INFORMATION 

 

Item 1. Financial Statements 

 

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, 2011 

 

Financial Statements 

(Unaudited – Expressed in US dollars) 

 

3
 

 

CELLDONATE INC.
(A Development Stage Company)
Balance Sheets
(Unaudited – Expressed in US dollars)
 

 

    December 31,
2011
    March 31,
2011
 
           
Assets          
           
Current          
Cash  $190   $1,115 
Other receivable  $2,244   $1,080 
           
Total assets  $2,434   $2,195 
           
Liabilities          
           
Current          
Accounts payable  $34,033   $23,115 
Accrued liabilities (note 5)   8,500    6,000 
Due to related parties (note 7)   224,466    183,738 
           
Total liabilities   266,999    212,853 
           
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:          
22,910,000 common shares, $0.001 par value   22,910    22,910 
           
Additional paid-in capital   35,290    35,290 
Deficit accumulated during the development stage   (322,765)   (268,858)
           
Total stockholders’ deficiency   (264,565)   (210,658)
           
Total liabilities and stockholders’ deficiency  $2,434   $2,195 

 

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,
2011
    For the three
months ended
December 31,
2010
    For the nine
months ended
December 31,
2011
    For the nine
months ended
December 31,
2010
    Period from
August 15,
2006
(inception) to
December 31,
2011
 
                          
Expenses                         
Accounting and legal  $17,136   $11,104   $36,335   $31,066   $195,043 
Licenses and fees   5,030    5,877    16,929    15,553    55,876 
Bank charges   150    150    450    450    1,940 
Consulting and development fees                   63,728 
Office           193        5,650 
Amortization                   528 
                          
Net loss and comprehensive loss for period  $(22,316)  $(17,131)  $(53,907)  $(47,069)  $(322,765)
                          
Basic and diluted loss per share  $(0.001)  $(0.001)  $(0.002)  $(0.002)     
                          
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,
2011
    For the nine
months ended
December 31,
2010
    Period from
August 15, 2006
(inception) to
December 31,
2011
 
                
Cash Flow from Operating Activities               
Net loss for the period  $(53,907)  $(47,069)  $(322,765)
Amortization of equipment           528 
Shares issued for services           1,150 
Changes in assets and liabilities               
Other Receivable   (1,164)       (2,244)
Accounts payable   10,918    10,280    34,033 
Accrued liabilities   2,500    (3,500)   8,500 
                
Cash Used in Operating Activities   (41,653)   (40,289)   (280,798)
                
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   40,728    39,115    224,466 
                
Cash Provided by Financing Activities   40,728    39,115    281,516 
                
Increase (Decrease) in Cash   (925)   (1,174)   190 
Cash, Beginning of Period   1,115    2,398     
                
Cash, End of Period  $190   $1,264   $190 
                
Supplemental information               
Stock dividend issued for no consideration  $   $20,619   $20,619 
Shares issued for services  $   $   $1,150 
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 (note 6(a))       20,619        (20,619)        
Net loss for period                   (59,922)   (59,922)
Balance, March 31, 2011   22,910,000    22,910        35,290    (268,858)   (210,658)
Net loss for period                   (53,907)   (53,907)
Balance, December 31, 2011   22,910,000   $22,910   $   $35,290   $(322,765)  $(264,565)

 

See accompanying notes to financial statements. 

 

F-4
 

 

CELLDONATE INC.
(A Development Stage Company)
Notes to Financial Statements
Nine Months ended December 31, 2011
(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 Las Vegas, Nevada. The Company is a development stage company in the business of developing mobile and social media advertising solutions. The Company develops online and mobile applications, games and tools which are designed to engage consumers in transacting e-commerce transactions and presenting deals and offers to consumers. The Company will require additional financing to complete the development of its anticipated products and 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 $322,765 as of December 31, 2011, has limited resources and no source of operating cash flows. As at December 31, 2011, the Company has a working capital deficiency of $264,565 (March 31, 2011 - $210,658).

 

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.    

 

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, 2012. 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, 2011, as filed in its Form 10-K.    

 

F-5
 

 

CELLDONATE INC.
(A Development Stage Company)
Notes to Financial Statements
Nine Months ended December 31, 2011
(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, 2011
(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, 2011
(Unaudited – Expressed in US dollars) 
 

 

2. Significant Accounting Policies (continued)  

 

(i) Recent accounting guidance not yet adopted  

 

The Company has reviewed recently issued accounting pronouncements and plans to adopt those that are applicable to it. The Company does not expect the adoption of these pronouncements to have a material impact on its financial position, results of operations or cash flows.  

 

3. 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.    

 

(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 foreign currencies into US currency using rates at the date of the transactions. Translation risk is considered minimal as the Company does not incur significant transactions in currencies other than US dollars.  

 

(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.   

 

(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, 2011, the Company had accounts payable of $34,033 (March 31, 2011 - $23,115) which are due within 30 days, and amounts due to related parties with no specific terms of repayment. 

 

F-8
 

 

CELLDONATE INC.
(A Development Stage Company)
Notes to Financial Statements
Nine Months ended December 31, 2011
(Unaudited – Expressed in US dollars) 
 

 

4. Common Stock  

 

(a)In October 2010, the Company declared a stock dividend of nine shares of the Company’s common stock on each one issued and outstanding share of common stock. This dividend increased the number of issued and outstanding common shares from 2,291,000 to 22,910,000. The stock dividend is in substance a stock split and the effects have been reflected in the accompanying financial statements from inception.

 

(b)During the year ended March 31, 2009, the Company issued 433,500 warrants (pre stock split) to purchase common shares at a price of $0.15 per share. These warrants expired unexercised on September 28, 2009. As at December 31, 2011, no warrants to purchase common shares were outstanding.

 

(c)During the nine month period ended December 31, 2011, no common shares were issued.

 

5. Related Party Transactions  

 

(a) Due to related parties as at December 31, 2011 includes the following:   

 

(i)$213,627 (March 31, 2011 - $172,899) due to a company controlled by a shareholder of the Company.

 

(ii)$7,851 (March 31, 2011 - $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, 2011 - $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, 2011, the Company incurred charges of $nil (three and nine months ended December 31, 2010 - $nil; period from August 15, 2006 to December 31, 2011 - $63,728), which has been expensed as consulting and development fees.

 

In addition, for the three and nine months ended December 31, 2011, the Company was charged fees of $5,000 and $15,000, respectively (three and nine months ended December 31, 2010 - $5,000 and $15,000; period from August 15, 2006 to December 31, 2011 - $43,600) 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.

 

F-9
 

 

CELLDONATE INC.
(A Development Stage Company)
Notes to Financial Statements
Nine Months ended December 31, 2011
(Unaudited – Expressed in US dollars) 
 

 

6. 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
 

 

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

 

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, 2012. 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, 2011, 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 developing mobile and social media monetization solutions. Since our inception we have been creating, testing and developing mobile applications, games and tools designed to engage consumers in transacting business via mobile devices; however, we recently broadened our focus from creating and marketing entertainment-based applications exclusively designed to generate donation revenue for charitable and non-profit organizations.

 

Until recently, we were focused on completing 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 a number of games of chance as well as skills-based games which individuals are able to play to earn points towards redeeming prizes from participating retailers and service providers. The Celldonate mobile games suite was originally developed to provide non-profit organizations with an alternative to conventional forms of fundraising by giving them the ability to license the applications and generate ongoing donation revenue by permitting individuals to play fun, interactive games on their mobile devices and receive prizes or information for doing so.

 

4
 

 

Over the past few years, mobile devices, social media and tablet computing have created new market opportunities for transacting business on mobile and internet-enabled devices – as a result, we have decided to adopt a more general strategy for the Celldonate mobile games suite by renaming it as the Celldonate applications suite and including on-line deals, coupons and e-commerce-based transactions as features. Since mobile deals and offers presented to consumers have proven to be a valuable method of engaging people to interact with local merchants, we feel that transitioning the core of our business to mobile and on-line transaction systems is a prudent approach.

 

So far, we have not yet entered into any commitments or agreements related to the sale or marketing of the Celldonate applications suite, although we plan to concentrate our efforts on doing so in Canada and the United States. Such agreements will determine the specific manner in which we are able to generate revenues from our business.

 

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. To finance our operations, we have completed several rounds of financing and raised $57,050 through private placements of our common stock.

 

Results of Operations

 

For the Three Months Ended December 31, 2011

 

During the three months ended December 30, 2011 we incurred a net loss of $22,316, compared to a net loss of $17,131 during the same period in the prior year (“fiscal 2010”). Our net loss from our inception on August 15, 2006 to December 31, 2011 was $322,765. Our net loss per share for the three months ended December 31, 2011 was $0.001, as was our net loss per share during the same period in fiscal 2010.

 

During the three months ended December 31, 2011 we incurred total expenses of $22,316 compared to total expenses of $17,131 during the same period in fiscal 2010. From our inception on August 15, 2006 to December 31, 2011 we incurred total expenses of $322,765.

 

Our total expenses during the three months ended December 31, 2011 consisted of $17,136 in accounting and legal fees, $5,030 in licenses and fees and $150 in bank charges. During the same period in fiscal 2010 our total expenses consisted of $11,104 in accounting and legal fees, $16,929 in licenses and fees and $150 in bank charges. The increase in our expenses for the three months ended December 31, 2011 was primarily due to an increase in our accounting and legal fees for the period.

 

Our total expenses from our inception on August 15, 2006 to December 31, 2011 consisted of $195,043 in accounting and legal fees, $55,876 in licenses and fees, $1,940 in bank charges, $63,728 in consulting and development fees, $5,560 in office expenses and $528 in amortization.

 

For the Nine Months Ended December 31, 2011

 

During the nine months ended December 31, 2011 we incurred a net loss of $53,907, compared to a net loss of $47,069 during the same period in fiscal 2010. Our net loss per share for the nine months ended December 31, 2011 was $0.002, as was our net loss per share during the same period in fiscal 2010.

 

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During the nine months ended December 31, 2011 we incurred total expenses of $53,907, compared to total expenses of $47,069 during the same period in fiscal 2010.

 

Our total expenses for the nine months ended December 31, 2011 consisted of $36,335 in accounting and legal fees, $16,929 in licenses and fees, $193 in office expenses and $450 in bank charges. For the same period in fiscal 2010 our expenses consisted of $31,066 in accounting and legal fees, $15,553 in licenses and fees and $450 in bank charges. The increase in our expenses for the nine months ended December 31, 2011 was entirely due to increases in our licenses and fees and our legal and accounting fees.

 

Liquidity and Capital Resources

 

We have limited operational history. From our inception on August 15, 2006 to December 31, 2011 we did not generate any revenues. As of December 31, 2011 we had $190 in cash in our bank accounts, $2,434 in total assets, $266,999 in total liabilities and a working capital deficit of $264,565. As of December 31, 2011 we had an accumulated deficit of $322,765. We are dependent on funds raised through equity financing and related parties. Our cumulative net loss of $322,765 from our inception on August 15, 2006 to December 31, 2011 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, 2011 we spent $41,653 in cash on operating activities, compared to $40,289 during the same period in fiscal 2010. The increase in cash used on operating activities for the nine months ended December 31, 2011 was primarily due to an increase in our net loss for the period offset by fluctuations in our accounts payable and accrued liabilities balances.

 

We did not engage in any investing activities during the nine months ended December 31, 2011 or the same period in fiscal 2010.

 

During the nine months ended December 31, 2011 we received $40,728 in cash from financing activities, compared to $39,155 during the same period in fiscal 2010. The increase in our receipts from financing activities for the nine months ended December 31, 2011 was entirely due to an increase in advances from related parties.

 

From our inception on August 15, 2006 to December 31, 2011 we spent $280,798 in cash on operating activities and $528 on investing activities, and we received $281,516 in cash from financing activities, including $224,466 in advances from related parties and $57,050 in proceeds from the issuance of our common stock.

 

During the nine months ended December 31, 2011 our monthly cash requirements to fund our operating activities, including advances from related parties, was approximately $5,990 compared to approximately $5,230 during the same period in fiscal 2011. In the absence of the continued sale of our common stock or advances from related parties, our cash of $190 as of December 31, 2011 is sufficient to cover our current monthly burn rate for less than one month. Until we are able to complete private and/or public financing as described below, we anticipate that we will rely on advances from related parties to proceed with our plan of operations.

 

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Our plan of operations over the next 12 months (beginning February 2012) is to:

 

obtain the necessary financing to fill a number of key executive positions;

 

expand our product offering and in particular the Celldonate mobile games suite by including mobile deals, coupons and transaction-based applications;

 

license technologies in the “deal and offer” industry;

 

consolidate deals and offers from multiple merchants, advertisers and sales agencies as content for users of the Celldonate mobile games suite;

 

enter into strategic transactions with marketing and sales agencies searching for mobile monetization solutions and mobile-based transaction technologies; and

 

develop “white label” applications for major publishers seeking to engage their customers in mobile transactions.

 

We believe that the recent alignment of consumer and financial markets with our business model and technologies will allow us to flourish, and we plan to concentrate our efforts on capital raising, team assembly and expanding our technology base and the appeal of the Celldonate applications suite over the next several months. Currently, we only own the copyright in the Celldonate applications 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 $1,750,000 to continue our planned operations over the next 12 months.

 

Upon securing appropriate financing, our planned expenditures for the next 12 months (beginning February 2012) are summarized as follows:

 

Description   Potential
Completion Date
  Estimated
Expenses
($)
 
Enter into strategic transactions with marketing and sales agencies   12 months  200,000  
Management and consulting fees   12 months  200,000  
Professional fees (legal, accounting and auditing fees)   12 months  100,000  
Technology development and licensing expenses   12 months  1,100,000  
Marketing expenses   12 months  100,000  
Other general and administrative expenses   12 months  50,000  
Total      1,750,000  

 

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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 the costs of completing any strategic transactions into which we may enter as well as our regulatory filings throughout the year.

 

Based on our planned expenditures, we will require additional funds of approximately $1,750,000 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.

 

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 three and nine months ended December 31, 2011 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 $1,750,000 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 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.

 

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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.

 

Recent Accounting Guidance Not Yet Adopted

 

We have reviewed recently issued accounting pronouncements and plan to adopt those that are applicable to us. We do not expect the adoption of these pronouncements to have a material impact on our financial position, results of operations or cash flows.

 

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.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Not applicable.

 

Item 4. Controls and Procedures

 

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.

 

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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 not effective to ensure that information we are required to disclose in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’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, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings

 

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.

 

Item 2. Unregistered Sales of Equity Securities

 

None.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. (Removed and Reserved)

 

Item 5. Other Information

 

None.

 

Item 6. Exhibits

 

Exhibit
Number
Exhibit
Description
31.1 Certification of the Chief Executive Officer and 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
32.1 Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 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 Presentation Linkbase

 

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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 13, 2012 Celldonate Inc.
     
  By: /s/ Michael Palethorpe 
    Michael Palethorpe
    President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary, Treasurer, Director

 

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