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EXCEL - IDEA: XBRL DOCUMENT - FONU2 Inc. | Financial_Report.xls |
EX-32 - 906 CERTIFICATION - FONU2 Inc. | ex32.htm |
EX-31 - 302 CERTIFICATION OF ROBERT B. LEES - FONU2 Inc. | ex312.htm |
EX-31 - 302 CERTIFICATION OF NICOLE LEIGH - FONU2 Inc. | ex311.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, 2011
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to____________
Commission File No. 000-49652
ZALDIVA, INC.
(Exact name of registrant as specified in its charter)
|
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Nevada | 65-0773383 |
(State or Other Jurisdiction of | (I.R.S. Employer Identification No.) |
incorporation or organization) |
|
331 East Commercial Blvd.
Ft. Lauderdale, Florida 33334
(Address of principal executive offices)
(954) 938-4133
(Registrants telephone number, including area code)
N/A
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [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 definition of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X]
1
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
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.
Not applicable.
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the Registrants classes of common stock, as of the latest practicable date:
February 9, 2012 - Common 9,097,420
February 9, 2012 - Preferred 500,000
PART I
Item 1. Financial Statements
The financial statements of the registrant required to be filed with this Quarterly Report on Form 10-Q were prepared by management and commence below, together with related notes. In the opinion of management, the financial statements fairly present the financial condition of the registrant.
2
ZALDIVA, INC.
Condensed Balance Sheets
ASSETS
| December 31, 2011 |
| September 30, 2011 |
| (Unaudited) |
| (Audited) |
CURRENT ASSETS |
|
|
|
Cash and cash equivalents | $ 18,239 |
| $ 36,933 |
Prepaid expenses | - |
| 7,069 |
Inventories | 46,684 |
| 52,964 |
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|
Total Current Assets | 64,923 |
| 96,966 |
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PROPERTY & EQUIPMENT, Net | 622,716 |
| 627,580 |
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TOTAL ASSETS | $ 687,639 |
| $ 724,546 |
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LIABILITIES AND STOCKHOLDERS EQUITY | |||
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CURRENT LIABILITIES |
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Accounts payable and accrued expenses | $ 19,304 |
| $ 16,262 |
Convertible preferred stock, $0.001 par value, 20,000,000 shares authorized, 500,000 shares issued and outstanding | 588,235 |
| 588,235 |
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|
Total Current Liabilities | 607,539 |
| 604,497 |
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STOCKHOLDERS EQUITY |
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Common stock; $0.001 par value, 2,000,000,000 shares authorized, 9,097,420 shares issued and outstanding | 9,097 |
| 9,097 |
Additional paid-in capital | 3,463,767 |
| 3,463,767 |
Accumulated deficit | (3,392,764) |
| (3,352,815) |
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|
|
|
Total Stockholders Equity | 80,100 |
| 120,049 |
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY | $ 687,639 |
| $ 724,546 |
The accompanying condensed notes are an integral part of these interim financial statements.
3
ZALDIVA, INC.
Condensed Statements of Operations
(Unaudited)
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| For the Three Months Ended | ||||
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| December 31, | ||||
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| 2011 |
| 2010 | ||
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REVENUES |
| $ | 49,076 |
| $ | 55,056 | ||
COST OF SALES |
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| 25,392 |
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| 27,401 | ||
GROSS PROFIT |
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| 23,684 |
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| 27,655 | ||
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OPERATING EXPENSES |
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| General and administrative expenses |
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| 34,376 |
|
| 77,512 | |
| Professional fees |
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| 19,471 |
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| 102,802 | |
| Depreciation expense |
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| 4,865 |
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| 4,413 | |
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| Total Operating Expenses |
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| 58,712 |
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| 184,727 |
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OPERATING LOSS |
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| (35,028) |
|
| (157,072) | ||
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OTHER INCOME (EXPENSE) |
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| Interest income |
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| 79 |
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| 302 | |
| Interest expense |
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| (5,000) |
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| (36,762) | |
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| Total Other Income (Expense) |
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| (4,921) |
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| (36,460) |
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LOSS BEFORE INCOME TAXES |
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| (39,949) |
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| (193,532) | ||
PROVISION FOR INCOME TAXES |
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| - |
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| - | ||
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NET LOSS |
| $ | (39,949) |
| $ | (193,532) | ||
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BASIC AND DILUTED LOSS PER SHARE |
| $ | (0.01) |
| $ | (0.02) | ||
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WEIGHTED AVERAGE NUMBER |
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| OF SHARES OUTSTANDING |
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| 9,097,420 |
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| 8,110,012 |
The accompanying condensed notes are an integral part of these interim financial statements.
4
ZALDIVA, INC.
Condensed Statements of Cash Flows
(Unaudited)
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| For the Three Months Ended | ||||
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| December 31, | ||||
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| 2011 |
| 2010 | ||
OPERATING ACTIVITIES |
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| |||
| Net loss | $ | (39,949) |
| $ | (193,532) | ||
| Adjustments to reconcile net loss to net cash |
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| used by operating activities: |
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| Depreciation expense |
| 4,864 |
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| 4,412 | |
|
| Common stock issued for services |
| - |
|
| 12,206 | |
|
| Fair value of warrant and options |
| ,7,069 |
|
| 44,630 | |
|
| Amortization of beneficial conversion feature |
| - |
|
| 30,547 | |
| Changes in operating assets and liabilities |
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| ||
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| Inventory |
| 6,280 |
|
| 709 | |
|
| Deposits |
| - |
|
| 16,786 | |
|
| Current liabilities |
| 3,042 |
|
| 20,372 | |
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| Net Cash Used in Operating Activities |
| (18,694) |
|
| (63,870) | |
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INVESTING ACTIVITIES |
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| Purchase of property and equipment |
| - |
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| (15,620) | ||
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| Net Cash Used in Investing Activities |
| - |
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| (15,620) | |
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FINANCING ACTIVITIES |
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| Common stock issued for cash |
| - |
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| 25,000 | ||
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| Net Cash Provided by Financing Activities |
| - |
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| 25,000 | |
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NET DECREASE IN CASH |
| (18,694) |
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| (54,490) | |||
CASH AT BEGINNING OF PERIOD |
| 36,933 |
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| 170,177 | |||
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CASH AT END OF PERIOD | $ | 18,239 |
| $ | 115,687 | |||
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SUPPLEMENTAL DISCLOSURES OF |
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| CASH FLOW INFORMATION |
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| CASH PAID FOR: |
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| Interest | $ | 5,000 |
| $ | 5,000 | |
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| Income Taxes |
| - |
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| - | |
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| NON CASH FINANCING ACTIVITIES: |
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| Stock issued to settle debt and interest | $ | - |
| $ | 52,000 | |
|
| Stock issued for prepaid expenses |
| - |
|
| 234,396 |
The accompanying condensed notes are an integral part of these interim financial statements.
5
ZALDIVA, INC.
Notes to the Condensed Financial Statements
December 31, 2011
NOTE 1 - CONDENSED FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at December 31, 2011 and for all periods presented herein, have been made.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's September 30, 2011 audited financial statements. The results of operations for the period ended December 31, 2011 is not necessarily indicative of the operating results for the full year.
NOTE 2 - 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. During the three months ended December 31, 2011 the Company realized a net loss of $39,949 and has incurred an accumulated deficit of $3,392,764. 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. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
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. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE 3 SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of 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.
Recent Accounting Pronouncements
Management has considered all recent accounting pronouncements issued since the last audit of our financial statements. The Companys management believes that these recent pronouncements will not have a material effect on the Companys financial statements.
6
ZALDIVA, INC.
Notes to the Condensed Financial Statements
December 31, 2011
NOTE 4 COMMON STOCK
The Company is authorized to issue 2,000,000,000 shares of its common stock at a par value of $0.001 per share. As of December 31, 2011 there were 9,097,420 shares issued and outstanding.
NOTE 5 WARRANTS
The following tables summarize the stock warrant and option activity as of and for the period ended December 31, 2011:
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| WARRANTS | |||||||||
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| Number of Warrants |
| Weighted Average Exercise Price |
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| Weighted Average Remaining Contractual Term | |||
Outstanding at September 30, 2011 |
| 1,661,000 |
| $ | 0.23 |
|
| 1.45 | ||
Expired |
| (125,000) |
|
| 0.50 |
|
| - | ||
Expired |
| (36,000) |
|
| 0.30 |
|
| - | ||
Outstanding at December 31, 2011 |
| 1,500,000 |
| $ | 0.20 |
|
| 0.82 | ||
Exercisable at December 31, 2011 |
| 1,500,000 |
| $ | 0.20 |
|
| 0.82 |
An expense of $7,069 was recorded during the three months ended December 31, 2011, for the value of warrants.
NOTE 6 SIGNIFICANT EVENTS
On December 2, 2011, the Companys stockholders approved the Companys change of domicile from the state of Florida to the state of Nevada. The change of domicile was effectuated by merging the company into the Companys wholly-owned subsidiary, Zaldiva, Inc., a Nevada corporation (Zaldiva Nevada), with every share of the Companys common and preferred stock automatically being converted into one-half of one corresponding share of Zaldiva Nevada, and with all fractional shares that would otherwise result from such conversion being rounded up to the nearest whole share. The Company filed Articles of Merger in the States of Florida and Nevada on December 2, 2011. Upon effectiveness of the merger, Zaldiva Florida ceased its existence. The Companys financial statements have been retroactively restated to reflect the reverse stock-split.
NOTE 7 SUBSEQUENT EVENTS
In accordance with ASC 855, the Companys management has reviewed all material events through the date of this report and there are no additional material subsequent events to report.
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Item 2. Managements Discussions and Analysis of Financial Condition and Results of Operations.
Forward-looking Statements
Statements made in this Quarterly Report which are not purely historical are forward-looking statements with respect to the goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance and our business, including, without limitation, (i) our ability to raise capital, and (ii) statements preceded by, followed by or that include the words may, would, could, should, expects, projects, anticipates, believes, estimates, plans, intends, targets or similar expressions.
Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following, general economic or industry conditions, nationally and/or in the communities in which we may conduct business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, our ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting our current or potential business and related matters.
Accordingly, results actually achieved may differ materially from expected results in these statements. Forward-looking statements speak only as of the date they are made. We do not undertake, and specifically disclaim, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.
Results of Operation
For The Three Months Ended December 31, 2011 Compared to The Three Months Ended December 31, 2010.
During the quarterly period ended December 31, 2011, we recognized total revenues of $49,076, a decrease of approximately 11% from our total revenues of $55,056 in the quarterly period ended December 31, 2010. We attribute this decrease to continued weakness in the retail collectibles market. Our products are discretionary purchases, which tend to decline in uncertain economic times. Cost of goods sold during quarterly periods ended December 31, 2011, and 2010 were $25,392 and $27,401, respectively, or approximately 52% and 50% of sales in these periods.
Our operating expenses decreased to $58,712 during the quarterly period ended December 31, 2011, from $184,727 in the year-ago period. The decrease is due to significantly lower general and administrative expenses and lower professional fees. In 2010 many of our transactions with professional consultants were one-time events and share based compensation and other equity non-cash items. We have reduced these expenses by $80,314 in 2011 as compared to 2010. These figures were $34,376 and $19,471, respectively, in the December 31, 2011 quarter, and represent decreases of approximately 56% and 81%, respectively, from the year-ago figures of $77,512 and $102,802.
For the three months ended December 31, 2011, our net loss was $39,949, or $0.01 per share, as compared to a net loss of $193,532, or $0.02 per share, during the December 31, 2010 period. Our decreasing net loss was largely attributable to the above-referenced sharp declines in general and operating expenses and non cash expenses. We believe many of these expense reductions are sustainable and are working to add new and more profitable lines of business.
Liquidity
The Company had cash on hand of $18,239 at December 31, 2011. We believe that this cash on hand will not be sufficient to meet our expenses through the end of our 2012 fiscal year. We will have to seek additional financing through either a private placement of our stock or through debt financing. While management expects to be able to raise the required funds, there is no guarantee that we can obtain adequate financing. Our ability to achieve a level of profitable operations and/or additional financing may affect our ability to continue as a going concern.
8
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not required.
Item 4. Controls and Procedures.
Evaluation of disclosure controls and procedures
Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q. In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Based on that evaluation, our chief executive officer and chief financial officer concluded that, as of December 31, 2011, our disclosure controls and procedures were not effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules, regulations and forms, and that such 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. This material deficiency is due to a lack of adequate internal controls and the absence of an audit committee.
Changes in internal control over financial reporting
There were no significant changes in our internal controls over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None; not applicable.
Item 1A. Risk Factors.
Not required.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None; not applicable.
Item 3. Defaults Upon Senior Securities.
None; not applicable.
Item 4. Mine Safety Disclosures.
Not applicable.
9
Item 5. Other Information.
During the quarterly period ended December 31, 2011, there were no material changes to the procedures by which security holders may recommend nominees to the Companys Board of Directors.
Item 6. Exhibits.
Exhibit No. Identification of Exhibit
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31.1
31.2
32 | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act provided by Nicole Leigh, President and Director. Certification Pursuant to Section 302 of the Sarbanes-Oxley Act provided by Robert B. Lees, Chief Financial Officer and Director. Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 provided by Nicole Leigh, President and Robert B. Lees, Chief Financial Officer.
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101.INS | XBRL Instance Document* |
101.PRE. | XBRL Taxonomy Extension Presentation Linkbase* |
101.LAB | XBRL Taxonomy Extension Label Linkbase* |
101.DEF | XBRL Taxonomy Extension Definition Linkbase* |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase* |
101.SCH | XBRL Taxonomy Extension Schema* |
*Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed furnished and not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, or deemed furnished and not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise is not subject to liability under these sections.
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
ZALDIVA, INC.
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Date: | February 14, 2012 |
| By: | /s/Nicole Leigh |
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| Nicole Leigh, President and Director |
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Date: | February 14, 2012 |
| By: | /s/Robert B. Lees |
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| Robert B. Lees, CFO, and Director |
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Date: | February 14, 2012 |
| By: | /s/John A. Palmer, Jr. |
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| John A. Palmer, Jr., Secretary and Director |
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