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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)


 

 

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

 (Registrant’s 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 Registrant’s 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

 

 

 

 

          Total Current Assets

        64,923

 

        96,966

 

 

 

 

PROPERTY & EQUIPMENT, Net

      622,716

 

      627,580

 

 

 

 

               TOTAL ASSETS

$          687,639

 

    $          724,546

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

CURRENT LIABILITIES

 

 

 

     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

 

 

 

 

          Total Current Liabilities

607,539

 

604,497

 

 

 

 

STOCKHOLDERS’ EQUITY

 

 

 

     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)

 

 

 

 

          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)


 

 

 

 

For the Three Months Ended

 

 

 

 

December 31,

 

 

 

 

2011

 

2010

 

 

 

 

 

 

 

 

 

REVENUES

 

$

        49,076

 

$

        55,056

COST OF SALES

 

 

        25,392

 

 

        27,401

GROSS PROFIT

 

   

        23,684

 

 

        27,655

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative expenses

 

 

        34,376

 

 

        77,512

 

Professional fees

 

 

        19,471

 

 

      102,802

 

Depreciation expense

 

 

          4,865

 

 

          4,413

 

 

 

 

 

 

 

 

 

 

 

Total Operating Expenses

 

 

        58,712

 

 

      184,727

 

 

 

 

 

 

 

 

 

OPERATING LOSS

 

 

       (35,028)

 

 

     (157,072)

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSE)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

              79

 

 

            302

 

Interest expense

 

 

         (5,000)

 

 

       (36,762)

 

 

 

 

 

 

 

 

 

 

 

Total Other Income (Expense)

 

 

         (4,921)

 

 

       (36,460)

 

 

 

 

 

 

 

 

 

LOSS BEFORE INCOME TAXES

 

 

       (39,949)

 

 

     (193,532)

PROVISION FOR INCOME TAXES

 

 

                 -

 

 

                 -

 

 

 

 

 

 

 

 

 

NET LOSS

 

$

       (39,949)

 

$

     (193,532)

 

 

 

 

 

 

 

 

 

BASIC AND DILUTED LOSS PER SHARE

 

$

(0.01)

 

$

(0.02)

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER

 

 

 

 

 

 

 

OF SHARES OUTSTANDING

 

 

9,097,420

 

 

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)

 

 

 

 

For the Three Months Ended

 

 

 

 

December 31,

 

 

 

 

2011

 

2010

OPERATING ACTIVITIES

 

 

 

 

 

 

Net loss

$

       (39,949)

 

$

     (193,532)

 

Adjustments to reconcile net loss to net cash

 

 

 

 

 

 

  used by operating activities:

 

 

 

 

 

 

 

Depreciation expense

 

          4,864

 

 

          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

 

 

 

 

 

 

 

Inventory

 

          6,280

 

 

            709

 

 

Deposits

 

                 -

 

 

        16,786

 

 

Current liabilities

 

          3,042

 

 

        20,372

 

 

 

 

 

 

 

 

 

 

 

Net Cash Used in Operating Activities

 

       (18,694)

 

 

       (63,870)

 

 

 

 

 

 

 

 

 

INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchase of property and equipment

 

                 -

 

 

       (15,620)

 

 

 

 

 

 

 

 

 

 

 

Net Cash Used in Investing Activities

 

                 -

 

 

       (15,620)

 

 

 

 

 

 

 

 

 

FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for cash

 

                 -

 

 

        25,000

 

 

 

 

 

 

 

 

 

 

 

Net Cash Provided by Financing Activities

 

                 -

 

 

        25,000

 

 

 

 

 

 

 

 

 

NET DECREASE IN CASH

 

       (18,694)

 

 

       (54,490)

CASH AT BEGINNING OF PERIOD

 

        36,933

 

 

      170,177

 

 

 

 

 

 

 

 

 

CASH AT END OF PERIOD

$

        18,239

 

$

      115,687

 

 

 

 

 

   

 

 

   

SUPPLEMENTAL DISCLOSURES OF

 

 

 

 

 

 

CASH FLOW INFORMATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH PAID FOR:

 

 

 

 

 

 

 

Interest

$

          5,000

 

$

          5,000

 

 

Income Taxes

 

                 -

 

 

                 -

 

 

 

 

 

 

 

 

 

 

NON CASH FINANCING ACTIVITIES:

 

 

 

 

 

 

 

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 Company’s management believes that these recent pronouncements will not have a material effect on the Company’s 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:

 

 

 

 

 

 

 

 

 

 

 

WARRANTS

 

 

Number of Warrants

 

Weighted Average Exercise Price

 

 

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 Company’s stockholders approved the Company’s 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 Company’s wholly-owned subsidiary, Zaldiva, Inc., a Nevada corporation (“Zaldiva Nevada”), with every share of the Company’s 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 Company’s financial statements have been retroactively restated to reflect the reverse stock-split.


NOTE 7 – SUBSEQUENT EVENTS


In accordance with ASC 855, the Company’s management has reviewed all material events through the date of this report and there are no additional material subsequent events to report.




7




Item 2.  Management’s 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 Company’s Board of Directors.


Item 6.  Exhibits.


Exhibit No.                          Identification of Exhibit


 

 

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.

 

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.


 

 

 

 

 

Date:

February 14, 2012

  

By:

/s/Nicole Leigh

  

  

  

  

Nicole Leigh, President and Director


 

 

 

 

 

Date:

February 14, 2012

  

By:

/s/Robert B. Lees

  

  

  

  

Robert B. Lees, CFO, and Director


 

 

 

 

 

Date:

February 14, 2012

  

By:

/s/John A. Palmer, Jr.

  

  

  

  

John A. Palmer, Jr., Secretary and Director




10