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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

———————

FORM 10-Q

———————

(Mark One)

þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED September 30, 2012


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: 33-45904C

——————————

FONA, INC.

(Exact name of small business issuer as specified in its charter)

Nevada

 

41-1683548

(State of other jurisdiction of
incorporation or organization)

 

(I.R.S. Employer
Identification No.)


2575 Pearl Street, Suite 225, Boulder, Colorado 80302

(Address of principal executive offices including zip code)

(303) 499-6000

(Issuer's telephone number)

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 ¨

(Do not check if smaller reporting company)

 

Smaller reporting company þ


Indicate by checkmark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  þ  No ¨


As of November 6, 2012, the Registrant had 7,894,111 shares of common stock, $.001 par value.

 

 









INDEX


 

Page

 

Number

 

 

Part I.   Financial Information

3

 

 

Item 1.   Financial Statements

3

 

 

Balance Sheets as of September 30, 2012 (unaudited) and December 31, 2011

4

 

 

Statements of Operations, Three Months ended September 30, 2012 and 2011 (unaudited)

5

 

 

Statement of Operations, Nine Months ended September 30, 2012 and 2011 (unaudited) and the period from August 1, 2008 (date of commencement of development stage) through September 30, 2012 (unaudited)

6

 

 

Statements of Cash Flows, Nine Months ended September 30, 2012 and 2011, and the period from August 1, 2008 (date of commencement of development stage) through September 30, 2012 (unaudited)

7

 

 

Notes to Financial Statements

8

 

 

Item 2.   Management's Discussion and Analysis of Financial Conditions and Results of Operations

10

 

 

Item 3.   Quantitative and Qualitative Disclosures about Market Risk

 

 

 

Item 4T.  Controls and Procedures.

10

 

 

 

 

Part II.  Other Information

11

 

 

Item 1.   Legal Proceedings

11

 

 

Item 1A.  Risk Factors

11

 

 

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds

11

 

 

Item 3.   Defaults Upon Senior Securities

11

 

 

Item 4.   Mine Safety Disclosures

11

 

 

Item 5.   Other Information

11

 

 

Item 6.   Exhibits

11

 

 





2



PART I. FINANCIAL STATEMENTS


ITEM 1

FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by Fona, Inc., without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position of the Company as of September 30, 2012 and 2011 and for the periods then ended 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 December 31, 2011 audited financial statements. The results of operations for these interim periods are not necessarily indicative of the results for the entire year.




3



FONA, INC.

(A Development Stage Company)

BALANCE SHEETS

 

 

September 30,

 

 

December 31,

 

 

 

2012

 

 

2011

 

 

 

(unaudited)

 

 

(see note 1)

 

ASSETS

 

 

 

 

 

 

 

     

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

Cash

 

$

71

 

 

$

14

 

Prepaid Expenses

 

 

88

 

 

 

350

 

Total Current Assets

 

 

159

 

 

 

364

 

TOTAL ASSETS

 

$

159

 

 

$

364

 

  

 

 

                    

 

     

 

                    

 

LIABILITIES AND STOCKHOLDERS' (DEFICIT)

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$

375

 

 

$

450

 

Accounts payable, related party

 

 

59,642

 

 

 

48,412

 

Accrued expenses

 

 

 

 

 

 

Total Current Liabilities

 

 

60,017

 

 

 

48,862

 

  

 

 

 

 

 

 

 

 

TOTAL LIABILITIES

 

 

60,017

 

 

 

48,862

 

  

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

(Notes 1,2,3,4, and 5)

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

Stockholders' (Deficit)

 

 

 

 

 

 

 

 

Preferred Stock, $.001 par value 20,000,000 shares authorized; No shares
issued and outstanding (Note 4)

 

 

 

 

 

 

 

 

Common stock, $.001 par value 780,000,000 shares authorized,
7,894,111 issued and outstanding (Note 4)

 

 

7,894

 

 

 

7,894

 

Additional paid-in capital

 

 

1,215,944

 

 

 

1,214,066

 

Accumulated (Deficit)

 

 

(1,200,940

)

 

 

(1,200,940

)

Accumulated (Deficit) during the development stage

 

 

(82,756

)

 

 

(69,518

)

TOTAL STOCKHOLDERS' (DEFICIT)

 

 

(59,858

)

 

 

(48,498

)

TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)

 

$

159

 

 

$

364

 




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


4



FONA, INC.

(A Development Stage Company)

STATEMENTS OF OPERATIONS

(unaudited)

 

 

Three Months Ended

September 30,

 

 

 

2012

 

 

2011

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

 

 

$

 

  

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

Accounting and audit fees

 

 

1,475

 

 

 

1,968

 

Attorney fees

 

 

 

 

 

 

Transfer agent fees

 

 

388

 

 

 

388

 

Filing Fees

 

 

279

 

 

 

3,740

 

Printing and mailing fees

 

 

 

 

 

 

General corporate fees

 

 

 

 

 

 

Other

 

 

24

 

 

 

24

 

Total Expenses

 

 

2,166

 

 

 

6,120

 

  

 

 

 

 

 

 

 

 

Net Operating (Loss)

 

 

(2,166

)

 

 

(6,120

)

  

 

 

 

 

 

 

 

 

Other Expenses:

 

 

 

 

 

 

 

 

Interest Expense

 

 

990

 

 

 

 

Total Other Expenses

 

 

(990

)

 

 

 

  

 

 

 

 

 

 

 

 

Net Other (Expense)

 

 

(990

)

 

 

 

  

 

 

 

 

 

 

 

 

Net (Loss)

 

$

(3,156

)

 

$

(6,120

)

  

 

 

 

 

 

 

 

 

Per Share

 

$

 

 

$

 

  

 

 

 

 

 

 

 

 

Weighted Average Shares Outstanding

 

 

7,894,111

 

 

 

7,894,111

 




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


5



FONA, INC.

(A Development Stage Company)

STATEMENTS OF OPERATIONS

(unaudited)

 

 

Nine Months Ended

September 30,

 

 

For the

Period from

August 1,

2008

(date of

Development

Stage)

Through

September 30,

 

 

 

2012

 

 

2011

 

 

2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

 

 

$

 

 

$

 

  

 

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Accounting and audit fees

 

 

7,675

 

 

 

8,168

 

 

 

27,229

 

Attorney fees

 

 

507

 

 

 

698

 

 

 

33,459

 

Transfer agent fees

 

 

1,265

 

 

 

1,263

 

 

 

7,589

 

Filing Fees

 

 

1,009

 

 

 

4,320

 

 

 

7,731

 

Printing and mailing fees

 

 

 

 

 

 

 

 

1,056

 

General corporate fees

 

 

750

 

 

 

750

 

 

 

2,670

 

Other

 

 

154

 

 

 

83

 

 

 

1,144

 

Total Expenses

 

 

11,360

 

 

 

15,282

 

 

 

80,878

 

  

 

 

 

 

 

 

 

 

 

 

 

 

Net Operating (Loss)

 

 

(11,360

)

 

 

(15,282

)

 

 

(80,878

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Interest Expense

 

 

1,878

 

 

 

 

 

 

1,878

 

Total Other Expenses

 

 

1,878

 

 

 

 

 

 

1,878

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Other (Expense)

 

 

(1,878

)

 

 

 

 

 

(1,878

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (Loss)

 

$

(13,238

)

 

$

(15,282

)

 

$

(82,756

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Per Share

 

$

 

 

$

 

 

$

(.01

)

  

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Shares Outstanding

 

 

7,894,111

 

 

 

7,894,111

 

 

 

7,748,049

 



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


6



FONA, INC.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

(unaudited)


 

 

For The Nine Months Ended

September  30,

 

 

Period from

August 1,

2008

(date of

Development

Stage) to

September  30,

 

 

 

2012

 

 

2011

 

 

2012

 

Cash Flows from Operating Activities:

 

 

 

 

 

 

 

 

 

Net Income (Loss)

 

$

(13,238

)

 

$

(15,282

)

 

$

(82,756

)

Adjustments to reconcile net loss to net cash used in
operating activities:

     

 

 

 

 

 

 

 

 

 

 

 

Non cash interest

 

 

1,878

 

 

 

 

 

 

1,878

 

Increase (decrease) in accounts payable and accrued expenses

 

 

(75

)

 

 

(8,991

)

 

 

1,034

 

Decrease in prepaid expenses

 

 

262

 

 

 

263

 

 

 

262

 

Net Cash (Used in) Operating Activities

 

 

(11,173

)

 

 

(24,010

)

 

 

(79,582

)

  

 

 

 

 

 

 

 

 

 

 

 

 

Cash Flows from Investing Activities

 

 

 

 

 

 

 

 

 

Net Cash (Used in) Investing Activities

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

Cash Flows from Financing Activities:

 

 

 

 

 

 

 

 

 

 

 

 

Sales of common stock

 

 

 

 

 

 

 

 

20,000

 

Advance from related party

 

 

11,230

 

 

 

23,997

 

 

 

59,642

 

Net Cash Provided by Financing Activities

 

 

11,230

 

 

 

23,997

 

 

 

79,642

 

  

 

 

 

 

 

 

 

 

 

 

 

 

Increase (decrease) in Cash

 

 

57

 

 

 

(13

)

 

 

60

 

  

 

 

 

 

 

 

 

 

 

 

 

 

Cash, Beginning of Period

 

 

14

 

 

 

15

 

 

 

11

 

  

 

 

 

 

 

 

 

 

 

 

 

 

Cash, End of Period

 

$

71

 

 

$

2

 

 

$

71

 

  

 

 

 

 

 

 

 

 

 

 

 

 

Interest Paid

 

$

 

 

$

 

 

$

 

  

 

 

 

 

 

 

 

 

 

 

 

 

Income Taxes Paid

 

$

 

 

$

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental Disclosure of Non-Cash Transactions:

 

 

 

 

 

 

 

 

 

 

 

 

Conversion of debt for stock and debt forgiveness

 

$

 

 

$

 

 

$

5,993

 

 




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


7



FONA, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

September 30, 2012 (Unaudited)

(1) Unaudited Financial Statements

The balance sheet as of September 30, 2012, the statements of operations and the statements of cash flows for the nine months ended September 30, 2012 and 2011, have been prepared by Fona, Inc. (the “Company”) without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures, normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America, have been condensed or omitted as allowed by such rules and regulations, and the Company believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and changes in financial position at September 30, 2012 and for all periods presented, have been made.

It is suggested that these statements be read in conjunction with the December 31, 2011 audited financial statements and the accompanying notes included in the Company's Registration on Form 10-K, filed with the Securities and Exchange Commission.

(2) Basis of Presentation

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplates continuation of the Company as a going concern. However, the Company has negative working capital and stockholders’ deficits and no active business operations, which raises substantial doubt about its ability to continue as a going concern.

In view of these matters, realization of certain of the assets in the accompanying balance sheet is dependent upon continued operations of the Company, which in turn is dependent upon the Company's ability to meet its financial requirements, raise additional capital, and the success of its future operations. However, the Company has sustained losses from operations and has net capital and working capital deficits, which raises substantial doubt about its ability to continue as a going concern.

Management has opted to resume the filing of Securities and Exchange Commission (SEC) reporting documentation and then to seek a business combination. Management believes that this plan provides an opportunity for the Company to continue as a going concern.

(3) Development Stage Company

Based upon the Company’s business plan, it is a development stage enterprise since planned principal operations have not yet commenced. Accordingly, the Company presents its financial statements in conformity with the accounting principles generally accepted in the United States of America that apply in establishing operating enterprises. As a development stage enterprise, the Company discloses the deficit accumulated during the development stage and the cumulative statements of operations and cash flows from commencement of development stage to the current balance sheet date. The development stage began August 1, 2008 when it commenced activities to become a reporting company with the Securities and Exchange Commission with the intention of becoming a publicly traded company.




8



FONA, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

September 30, 2012 (Unaudited)

(4) Common Stock

Pursuant to the Articles of Incorporation as amended, the Company is authorized to issue 780,000,000 common shares with $.001 par value. As of September 30, 2012, there were 7,894,111 shares of common stock issued and outstanding.

(5) Related Party Transactions

At September 30, 2012 and December 31, 2011, the Company owed $59,642 and $48,412, respectively, to related parties for expenses of the Company. An affiliate of Sanford Schwartz was owed $59,642 and $47,923 at September 30, 2012 and December 31, 2011 respectively, and affiliates of Nick T. Boosalis were owed $0 and $489 at September 30, 2012 and December 31, 2011. The advances are loans that are uncollateralized, bear no interest and are due on demand. Imputed interest of $990 was recorded for the period ended September 30, 2012.

The Company uses the offices of its President for its mailing address and minimal office facility needs for no consideration. No provision for these costs has been provided since it has been determined that they are minimal.

(6) Subsequent Events

The Company has evaluated events subsequent to September 30, 2012 and through the date the financial statements were available to be issued, to assess the need for potential recognition or disclosure in this report. No events were noted that require recognition or disclosure in the financial statements.





9



ITEM 2

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The Company generated no revenues during the period ended September 30, 2012, and management does not anticipate any revenues until following the conclusion of a merger or acquisition, if any, as contemplated by the Company's business plan.

The Company has limited capital. The Company anticipates operational costs will be limited until such time as significant evaluation work is undertaken regarding prospective mergers or acquisitions. It is the belief of management that sufficient working capital necessary to support and preserve the integrity of the corporate entity will be available. However, there is no legal obligation for management to provide additional future funding. The Company has not identified any alternative sources for capital; consequently, there is substantial doubt about the Company’s ability to continue as a going concern.

At September 30, 2012, the Company had no material commitments for capital expenditures.

ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required by smaller reporting companies.

ITEM 4

CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures.

Under the supervision and with the participation of the Company’s management, including the principal executive officer and principal financial officer, as of the end of the period covered by this report, the Company conducted an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act. The Company’s disclosure controls and procedures are designed to provide reasonable assurance that the information required to be included in the Company’s reports to the Commission is recorded, processed, summarized and reported within the time periods specified in Commission rules and forms and to provide reasonable assurance that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation, the Company’s principal executive officer and principal financial officer concluded that, as of the period covered by this report, the Company’s disclosure controls and procedures are effective at these reasonable assurance levels.

Our internal control system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. There is no assurance that our disclosure controls or our internal controls over financial reporting can prevent all errors. An internal control system, no matter how well designed and operated, has inherent limitations, including the possibility of human error. Because of the inherent limitations in a cost-effective control system, misstatements due to error may occur and not be detected. We monitor our disclosure controls and internal controls and make modifications as necessary. Our intent in this regard is that our disclosure controls and our internal controls will improve as systems change and conditions warrant.

(b) Changes in internal controls.

Our Certifying Officers have indicated that there were no changes in our internal controls over financial reporting or other factors during the three months ended September 30, 2012, that could significantly affect such controls subsequent to the date of his evaluation, and there were no such control actions with regard to significant deficiencies and material weaknesses.




10



PART II. OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

None.

ITEM 1A.

RISK FACTORS

Not required by smaller reporting companies.

ITEM 2.

UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS

None during the three-month period covered by this report.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.

MINE SAFETY DISCLOSURES

None.

ITEM 5.

OTHER INFORMATION

None.

ITEM 6.

EXHIBITS


31.1

 

Rule 13a-14(a)/15d-14(a) Certification

 

 

 

31.2

 

Rule 13a-14(a)/15d-14(a) Certification

 

 

 

32.1

 

Section 1350 Certification

 

 

 

32.2

 

Section 1350 Certification

 

 

 

101

  

XBRL Interactive Data File**

———————

** Attached as Exhibit 101 to this report are the following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 formatted in XBRL (eXtensible Business Reporting Language): (i) the Balance Sheets, (ii) the Statements of Operations, (iii) the Statements of Cash Flows, and (iv) related notes to these financial statements. The XBRL-related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed “filed” or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, and is not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of those sections.




11



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this quarterly report to be signed on its behalf by the undersigned, thereunto duly authorized.


REGISTRANT

Fona, Inc.

 

 

 

 

BY(Signature)

/s/ Michael Friess

(Name and Title)

Michael Friess, Chairman of the

 

Board, President and

 

Chief Executive Officer

(Date)

November 9, 2012

 

 

BY(Signature)

/s/ Chloe DiVita

(Name and Title)

Chloe DiVita, Treasurer,

 

Secretary, Director and

 

Chief Financial Officer

(Date)

November 9, 2012

 

 

BY(Signature)

/s/ Sanford Schwartz

(Name and Title)

Sanford Schwartz, Director,

(Date)

November 9, 2012




12