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EX-31.1 - EXHIBIT 31.1 - Gold Torrent, Inc.ex31-1.htm
EX-32.1 - EXHIBIT 32.1 - Gold Torrent, Inc.ex32-1.htm
EX-32.2 - EXHIBIT 32.2 - Gold Torrent, Inc.ex32-2.htm
EX-31.2 - EXHIBIT 31.2 - Gold Torrent, Inc.ex31-2.htm
EXCEL - IDEA: XBRL DOCUMENT - Gold Torrent, Inc.Financial_Report.xls

 

 

 

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 September 30, 2013

 

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     (I.R.S. Employer
incorporation or organization)    Identification No.)

 

960 Broadway Avenue

Suite 160

Boise, Idaho 83707

(Address of principal executive offices, including zip code)

 

(208) 343-1413

(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 [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 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 [X]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]

 

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 December 10, 2013 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   8
Item 4. Controls and Procedures   9
       
  PART II – OTHER INFORMATION    
       
Item 1. Legal Proceedings   10
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds   10
Item 3. Defaults Upon Senior Securities   10
Item 4. Mine Safety Disclosures   10
Item 5 Other Information   10
Item 6. Exhibits   10
      10
  SIGNATURES   11

 

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 US dollars unless otherwise noted.

 

 

CELLDONATE INC.

(A Development Stage Company)

September 30, 2013

 

Financial Statements

(Unaudited – Expressed in US dollars)

 

3
 

 

CELLDONATE INC.

(A Development Stage Company)

Interim Balance Sheets

(Expressed in US dollars)

 
   

   September 30,  2013   March 31,  2013 
   (Unaudited)     
Assets          
           
Current          
Cash  $-   $2,861 
Intangible asset (note 6)   2,060    2,060 
   $2,060   $4,921 
           
Liabilities          
           
Current          
Accounts payable (note 5)  $420,653   $20,632 
Accrued liabilities (note 3)   10,000    10,000 
Due to related parties (note 5)   -    344,408 
           
    430,653    375,040 
           
Stockholders’ Deficiency          
           
Common Stock (note 4)          
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   (486,793)   (428,319)
           
    (428,593)   (370,119)
           
   $2,060   $4,921 

 

Nature of operations and going concern (note 1)

 

See accompanying notes to interim financial statements.

  

F-1
 

  

CELLDONATE INC.

(A Development Stage Company)

Interim Statements of Operations

(Unaudited – Expressed in US dollars)

 

 

   For the three
months ended
September 30, 2013
   For the three
months ended
September 30, 2012
   For the six
months ended
September 30, 2013
   For the six
months ended
September 30, 2012
   Period from
August 15, 2006
(inception) to
September 30, 2013
 
                     
Expenses                         
Accounting and legal  $8,801   $9,245   $18,134   $20,302   $250,903 
Licenses and fees   200    3,602    5,000    8,821    91,564 
Bank charges   190    1,269    340    1,578    4,313 
Office   -    55    -    55    5,757 
Consulting and development fees   -    -    35,000    -    133,728 
Amortization   -    -    -    -    528 
                          
Net loss and comprehensive loss for period  $(9,191)  $(14,171)  $(58,474)  $(30,756)  $(486,793)
                          
Basic and diluted loss per share  $(0.00)  $(0.00)  $(0.00)  $(0.00)     
                          
Weighted average number of common shares outstanding   22,910,000    22,910,000    22,910,000    22,910,000      

 

See accompanying notes to interim financial statements.

 

F-2
 

 

CELLDONATE INC.

(A Development Stage Company)

Statements of Cash Flows

(Unaudited – Expressed in US dollars)

 

 

   For the Six
Months Ended
September 30, 2013
   For the Six
Months Ended
September 30, 2012
   Period from
August 15, 2006
(inception) to
September 30, 2013
 
             
Cash Flow from Operating Activities               
Net loss for the period  $(58,474)  $(30,756)  $(486,793)
Amortization of equipment   -    -    528 
Shares issued for services   -    -    1,150 
Changes in assets and liabilities               
Accounts payable and due to related parties   55,613    (3,757)   76,245 
Accrued liabilities   -    (4,500)   10,000 
                
Cash Used in Operating Activities   (2,861)   (39,013)   (398,870)
                
Cash Flow from Investing Activities               
Purchase of intangible asset   -    (2,060)   (2,060)
Purchase of equipment   -    -    (528)
                
Cash Used in Investing Activities   -    (2,060)   (2,588)
                
Cash Flow from Financing Activities               
Net proceeds from issuance of common stock   -    -    57,050 
Loan received   -    275,030    400,000 
Advance to related party   -    (254,771)   (400,000)
Advances from related parties   -    26,480    344,408 
                
Cash Provided by Financing Activities   -    46,739    401,458 
                
Increase (Decrease) in Cash   (2,861)   5,666    - 
Cash, Beginning of Period   2,861    40    - 
                
Cash, End of Period  $-   $5,706   $- 
                
Supplemental Information               
Stock dividend issued for no consideration  $-   $-   $20,619 
Shares issued for services  $-   $-   $1,150 
Tax paid  $-   $-   $- 
Interest paid  $-   $-   $- 

 

See accompanying notes to interim financial statements.

 

F-3
 

 

CELLDONATE INC.

(A Development Stage Company)

Interim 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   -    20,619    -    (20,619)   -    - 
Net loss for year   -    -    -    -    (59,922)   (59,922)
                               
Balance March 31, 2011   22,910,000    22,910    -    35,290    (268,858)   (210,658)
Net loss for year   -    -    -    -    (63,259)   (63,259)
                               
Balance, March 31, 2012   22,910,000    22,910    -    35,290    (332,117)   (273,917)
Net loss for year                       (96,202)   (96,202)
                               
Balance, March 31, 2013   22,910,000    22,910    -    35,290    (428,319)   (370,119)
Net loss for period   -    -    -    -    (58,474)   (58,474)
                               
Balance, September 30, 2013   22,910,000   $22,910   $-   $35,290   $(486,793)  $(428,593)

 

See accompanying notes to interim financial statements.

 

F-4
 

  

CELLDONATE INC.

(A Development Stage Company)

Notes to Interim Financial Statements

Six months ended September 30, 2013

(Unaudited – Expressed in US dollars)

 

 

1.Nature of Operations and Going Concern

 

CELLDONATE INC. (the “Company”) is a development stage company in the business of developing mobile monetization solutions and applications. Since inception the Company has been creating, testing and developing mobile applications, games and tools designed to engage consumers in transacting business via mobile devices. The Company was incorporated as a Nevada company on August 15, 2006. Going forward, the Company plans to focus on acquiring ownership in late-stage exploration to development-stage gold mining projects and/or royalty or streaming interests in low capital intensity, late-stage mining projects in North America. The Company has incurred losses since inception and has an accumulated deficit of $486,793 as of September 30, 2013, with limited resources and no source of operating cash flows. As at September 30, 2013, the Company has a working capital deficiency of $428,593 (March 31, 2013 - $372,179).

 

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. 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 unaudited financial statements could be material.

 

These unaudited 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 to end March 31, 2014.

 

F-5
 

 

CELLDONATE INC.

(A Development Stage Company)

Notes to Interim Financial Statements

Six months ended September 30, 2013

(Unaudited – Expressed in US dollars)

 

  

2.Significant Accounting Policies (continued)

 

  (a)Basis of presentation (continued)

 

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, 2013, as filed in its Form 10-K.

 

  (b)Use of estimates

 

The preparation of interim 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 interim 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 earnings (loss) per share

 

Basic earnings (loss) per share is computed using the weighted average number of common shares outstanding. Diluted earnings (loss) per share assumes the exercise of 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-6
 

  

CELLDONATE INC.

(A Development Stage Company)

Notes to Interim Financial Statements

Six months ended September 30, 2013

(Unaudited – Expressed in US dollars)

 

 

2.Significant Accounting Policies (continued)

 

  (f)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 stockholders’ equity.

 

A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of 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.

 

  (g)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 Interim Financial Statements

Six months ended September 30, 2013

(Unaudited – Expressed in US dollars)

 

  

2.Significant Accounting Policies (continued)

 

  (h)Recent accounting guidance not yet adopted

 

The Company has reviewed recently issued accounting pronouncements and plans to adopt those that are applicable to it. It 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, accrued liabilities and amounts due to related parties, as other financial liabilities.

 

  (a)Fair value

 

The fair values of the Company’s cash, accounts payable, accrued liabilities and amounts due to related parties approximate their carrying values due to 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 on the date of the transactions. Translation risk is considered minimal, as the Company does not incur any 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 September 30, 2013, the Company had accounts payable of $420,653 (March 31, 2013 - $20,632), which are due within 30 days or less. The Company’s due to related parties of $0 (March 31, 2013 - $344,408) have no specific terms of repayment.

 

As at September 30, 2013, accrued liabilities consist of accrued accounting and legal fees of $10,000 (March 31, 2013 - $10,000).

 

F-8
 

  

CELLDONATE INC.

(A Development Stage Company)

Notes to Interim Financial Statements

Six months ended September 30, 2013

(Unaudited – Expressed in US dollars)

 

 

4.Common Stock

 

During the six months ended September 30, 2013, no common shares were issued.

 

5.Accounts Payable and Due to Related Parties

 

On September 10, 2013, certain shareholders of the Company (the “sellers”) entered into a stock purchase agreement with certain purchasers such that the sellers would no longer be a related party as at September 30, 2013. Pursuant to the transaction, the comparative balances below correspond to the amounts owed to the sellers and originally recorded as due to related parties.

 

(a)Accounts payable as at September 30, 2013 includes the following:

 

(i)$309,813 (March 31, 2013 - $268,568) due to a company controlled by a former shareholder of the Company.

 

(ii)$7,851 (March 31, 2013 - $7,851) due to a company controlled by a former shareholder of the Company for payment of legal services made on behalf of the Company.

 

(iii)$32,989 (March 31, 2013 - $32,989) due to former directors of the Company for advances made to the Company.

 

(iv)$70,000 (March 31, 2013 - $35,000) due to a company controlled by a former shareholder of the Company for payment relating to web design and development expenses.

 

(b)The Company entered into an agreement with a company controlled by a former director and major shareholder 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 agreement was terminated effective September 9, 2013. The Company incurred charges of $0 (September 30, 2012 - $0; period from August 15, 2006 to September 30, 2013 - $63,728) for the period ended September 30, 2013 pursuant to this agreement, which has been expensed as consulting and development fees.

 

(c)In addition, for six months ended September 30, 2013, the Company was charged fees of $0 (September 30, 2012 - $5,000; period from August 15, 2006 to September 30, 2013 - $53,600) by a formerly related company for administrative costs related to the Company’s filing of its regulatory documents.

 

(d)During the year ended March 31, 2013, the Company offset a third party loan payable of $400,000 (note 7) with an advance with a former related party of $400,000.

 

The amounts 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 Interim Financial Statements

Six months ended September 30, 2013

(Unaudited – Expressed in US dollars)

 

 

6.Intangible Asset

 

During the year ended March 31, 2013, the Company purchased a domain name for $2,060. Amortization relating to the intangible asset will commence when it is put into use.

 

7.Loan from Third Party

 

During the six months ended September 30, 2012, the Company entered into a loan agreement with a non-related party in the principal amount of $275,030. The loan was non-interest-bearing and had no specific terms of repayment. During the year ended March 31, 2013, the non-related party increased the principal amount to $400,000 and was later offset with an advance to a related party (note 5(d)).

 

8.Segmented Information

 

The Company has historically operated primarily in one business segment, being development of mobile technology, with substantially all of its assets 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 for the three and six months ended September 30, 2013 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, 2014. 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, 2013, 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 monetization solutions and applications. 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. We were incorporated as a Nevada company on August 15, 2006 and we have no subsidiaries. Historically, 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. Going forward, we plan to focus on acquiring ownership in late-stage exploration to development-stage gold mining projects and/or royalty or streaming interests in low capital intensity, late-stage mining projects in North America but may pursue other profitable business opportunities that are available to us. Our main focus will be on identifying solid resources, and then utilize funding to bring a distressed asset into production, while either securing equity ownership or rights of title in the form of royalties. We are targeting pre-production resource projects that are well understood, show strong financial projections and low capital intensity, where we can apply capital to take the projects into production within 12-24 months. However, there exist no agreements, arrangements or understandings as to any opportunities as of the date of this report.

 

4
 

 

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 our most recent audit report includes an “emphasis of matter” paragraph on going concern. 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 received advances from related parties, loan payables and completed several rounds of financing, raising $57,050 through private placements of our common stock.

 

Change in Control and Board of Directors

 

On September 10, 2013, certain sellers, entered into a stock purchase agreement (“Purchase Agreement”) with certain purchasers named thereof (the “Purchaser”), pursuant to which the Purchasers purchased 22,710,000 shares of our common stock from the sellers.

 

Effective September 30, 2013, Michael Palethorpe, our sole officer and director tendered his resignation as an officer. Ryan Hart was appointed as our Chief Executive Officer and President and Daniel Kunz was elected to be the Executive Chairman of the Board of Directors.

 

Effective October 14, 2013, Michael Palethorpe resigned as a director and each of Ryan Hart, Alexander Kunz, Roy Eiguren and Steve McGrath be and hereby is, elected to serve on our Board of Directors.

 

As a result of the change in control and Board of Directors, the due the related parties balance has been reclassified as accounts payable in the unaudited financial statements.

 

Results of Operations

 

For the Three Months Ended September 30, 2013

 

During the three months ended September 30, 2013 we incurred a net loss of $9,191, compared to a net loss of $14,171 during the same period in the prior year (“fiscal 2012”). Our net loss from our inception on August 15, 2006 to September 30, 2013 was $486,793. Our net loss per share for the three months ended September 30, 2013 was $0.00, as was our net loss per share during the same period in fiscal 2012.

 

During the three months ended September 30, 2013 we incurred total expenses of $9,191, compared to total expenses of $14,171 during the same period in fiscal 2012.

 

Our total expenses during the three months ended September 30, 2013 consisted of $8,801 in accounting and legal fees, $200 in licenses and fees, $0 in office expenses, and $190 in bank charges. During the same period in fiscal 2012 our total expenses consisted of $9,245 in accounting and legal fees, $3,602 in licenses and fees, $55 in office expenses and $1,269 in bank charges. Overall, compared to the prior period expenses are consistent and variances are within norms. We did not incur any consulting and development fees during the three months ended September 30, 2013.

 

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For the Six Months Ended September 30, 2013

 

During the six months ended September 30, 2013 we incurred a net loss of $58,474, compared to a net loss of $30,756 during the same period in the fiscal 2012. Our net loss from our inception on August 15, 2006 to September 30, 2013 was $486,793. Our net loss per share for the six months ended September 30, 2013 was $0.00, as was our net loss per share during the same period in fiscal 2012.

 

During the six months ended September 30, 2013 we incurred total expenses of $58,474, compared to total expenses of $30,756 during the same period in fiscal 2012. From our inception on August 15, 2006 to June 30, 2013 we incurred total expenses of $486,793.

 

Our total expenses during the six months ended September 30, 2013 consisted of $35,000 in consulting and development fees, $18,134 in accounting and legal fees, $5,000 in licenses and fees, and $340 in bank charges. During the same period in fiscal 2012 our total expenses consisted of $20,302 in accounting and legal fees, $8,821 in licenses and fees, $1,578 in bank charges and $55 in office expenses. Overall, our total expenses for the two periods were consistent and the variances within norms except for the $35,000 in consulting and development fees we incurred during the six months ended September 30, 2013, all of which was attributable to services we received relating to web design and development for the purpose of creating a custom-branded mobile application.

 

Our total expenses from our inception on August 15, 2006 to September 30, 2013 consisted of $250,903 in accounting and legal fees, $91,564 in licenses and fees, $5,757 in office expenses, $4,313 in bank charges, $133,728 in consulting and development fees, and $528 in amortization.

 

Liquidity and Capital Resources

 

We have limited operational history. From our inception on August 15, 2006 to September 30, 2013 we did not generate any revenues. As of September 30, 2013 we had $0 in cash, $430,653 in total liabilities and a working capital deficit of $428,593. As of September 30, 2013 we had an accumulated deficit of $486,793. We are dependent on funds raised through equity financing, related parties, and loan payables. Our cumulative net loss of $486,793 from our inception on August 15, 2006 to September 30, 2013 was funded by equity financing and advances from former 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 six months ended September 30, 2013 we spent $2,861 in cash on operating activities, compared to cash spending of $39,013 on operating activities during the same period in fiscal 2012. Our decrease in cash spending on operating activities between the two periods was primarily due to the increase in our accounts payable from operations as described above.

 

During the six months ended September 30, 2013 we did not engage in any investing activities, whereas we spent $256,831 on investing activities during the same period in fiscal 2012, including $2,060 related to the purchase of a domain name and $254,771 related to a non-interest bearing loan advanced to a former related entity for the facilitation of an agreement between the former related entity and us to acquire certain long-term assets.

 

During the six months ended September 30, 2013 we received $0 in cash from financing activities, compared to receiving $301,510 in cash during the same period in fiscal 2012. The decrease in our receipts from financing activities for the six months ended September 30, 2013 was primarily due to the loan in the amount of $275,030 we received from a third party during the six months ended September 30, 2012, together with an increase of $26,480 in advances from former related parties.

 

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From our inception on August 15, 2006 to September 30, 2013 we spent $398,870 cash on operating activities and $2,588 on investing activities, and we received $401,458 in cash from financing activities, consisting of $344,408 in cash from a loan, and $57,050 in proceeds from the issuance of our common stock.

 

During the six months ended September 30, 2013 our monthly cash requirements to fund our operating activities, including advances from former related parties, was approximately $9,746 compared to approximately $6,522 during the same period in fiscal 2012. In the absence of the continued sale of our common stock or advances the former or new related parties, our cash of $0 as of September 30, 2013 is not sufficient to cover our current monthly burn rate for the foreseeable future and not enough to pay our current liabilities balance of $430,653. Until we are able to complete private and/or public financing, we anticipate that we will rely on advances from related parties to proceed with our plan of operations.

 

Our business strategy going forward is to acquire ownership in late-stage exploration to development-stage gold mining projects and/or royalty or streaming interests in low capital intensity, mining projects in North America. Our main focus will be on identifying solid resources, and then utilize funding to bring a distressed asset into production, while either securing equity ownership or rights of title in the form of royalties.

 

We expect to require approximately $1,200,000 to carry out our business strategy. Our plan of operations over the next 12 months is to obtain the necessary financing to fill a number of key operational positions. 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, loans and advances from former 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 six months ended September 30, 2013 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 $1,200,000 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.

 

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If we are unable to obtain the necessary additional financing, then we plan to reduce the amounts that we spend on our operations 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 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.

 

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 unaudited 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 U.S. dollar are translated into U.S. 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.

 

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.

 

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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 (“SEC”) 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.

 

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 six months ended September 30, 2013 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.  Mine Safety Disclosures

 

Not applicable.

 

Item 5.  Other Information

 

None.

 

Item 6. Exhibits

 

Exhibit   Exhibit
Number   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**

 

* Filed herewith.

 

** In accordance with Regulation S-T, the XBRL-formatted interactive data files that comprise Exhibit 101 in this Quarterly Report on Form 10-Q shall be deemed “furnished” and not “filed”. 

 

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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: December 11, 2013 Celldonate Inc.
     
  By: /s/ Ryan Hart
    Ryan Hart
    Chief Executive Officer, President and Director
     
  By: /s/ Alexander Kunz
    Alexander Kunz
    Chief Financial Officer and Director

 

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