UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

  

FORM 10 - Q

  

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

 

For the quarter ended June 30 2015

 

[  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

  

Commission file number: 333-197552

  

CALEMINDER INC

(Exact name of registrant as specified in its charter)

 

Delaware		47-0993705
(State of incorporation )		(I.R.S. Employer Identification No.)

 

c/oShiraHalperin

5 BEIT MEIR

BET MEIR

9086500

ISRAEL

PHONE 972-73-743-7802

 

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions 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	[ ]	Smallerreporting company	[X]
(Do not check if a smaller reporting company)

  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

Yes [x ]  No

 

As of July 31, 2015, 10,000,000 shares of common stock, par value $0.0001 per share, were issued and outstanding, and 200,000,000 common shares authorized.

 

CALEMINDER INC

 

FORM 10-Q

QUARTER ENDED June 30 2015

 

TABLE OF CONTENTS

 

	Page
PART I
Item 1. Financial Statements	2
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	3
Item 3 Quantitative and Qualitative Disclosures About Market Risk	5
Item 4 Controls and Procedures	5
PART II
Item I. Legal proceedings	5
Item 1A. Risk Factors	5
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	5
Item 3. Defaults Upon Senior Securities	6
Item 4. Mine Safety Disclosures	6
Item 5. Other Information	6
Item 6. Exhibits	6
Signatures	7

  

 

PART I  FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

CALEMINDER INC.

 

INDEX TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2015

 

Condensed Financial Statements-
Condensed Balance Sheets as of June 30, 2015 (unaudited) and December 31, 2014	F-1
Condensed Statements of Operations for the Three and Six Months Ended
June 30, 2015 and 2014 (unaudited)	F-2
Condensed Statements of Cash Flows for the Three and Six Months Ended
June 30, 2015 and 2014 (unaudited)	F-3
Notes to Condensed Financial Statements (unaudited)	F-4

 

 

CALEMINDER INC.
Condensed Balance Sheets
		June 30,				December 31,
		2015				2014
		(Unaudited)
ASSETS
Current Assets:
Cash		$	10,661			$	3,542
Deferred offering costs			—				6,000
Prepaid expenses			299				3,249
Total current assets			10,960				12,791
Total assets		$	10,960			$	12,791
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Accounts payable		$	7,297			$	6,297
Loans payable to related party			11,664				25,130
Total current liabilities			18,961				31,427
Stockholders' Equity (Deficit):
Common stock, 500,000,000 shares authorized, par value $0.0001,
10.000,000 and 7,500,000 shares issued and outstanding, respectively			1,000				750
Additional paid in capital			43,750				—
Accumulated deficit			(52,751	)			(19,386	)
Total stockholders' equity (deficit)			(8,001	)			(18,636	)
Total liabilities and stockholders' equity (deficit)		$	10,960			$	12,791
The accompanying notes are an integral part of these unaudited condensed financial statements.

 

 

 

CALEMINDER INC.
Condensed Statements of Operations
(Unaudited)
		Three Months				May 28, 2014				Six Months				May 28, 2014
		Ended				(Inception) to				Ended				(Inception) to
		June 30,				June 30,				June 30,				June 30,
		2015				2014				2015				2014
Revenue		$	—			$	—			$	—			$	—
General and Administrative Expenses			22,537				1,000				33,365				1,000
Operating loss			(22,537	)			(1,000	)			(33,365	)			(1,000	)
Loss before income taxes			(22,537	)			(1,000	)			(33,365	)			(1,000	)
Provision for Income Taxes			—				—				—				—
Net loss		$	(22,537	)		$	(1,000	)		$	(33,365	)		$	(1,000	)
Basic and Diluted
Loss Per Common Share		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.00	)
Weighted Average Number of
Common Shares Outstanding			10,000,000				6,617,647				9,461,326				6,617,647
The accompanying notes are an integral part of these unaudited condensed financial statements.

 

   

CALEMINDER INC.
Condensed Statements of Cashflows
(Unaudited)
		Six Months				May 28, 2014
		Ended				(Inception) to
		June 30,				June 30,
		2015				2014
OPERATING ACTIVITIES:
Net loss		$	(33,365	)		$	(1,000	)
Adjustments to reconcile net loss to net cash used in
in operating activities:
Decrease (increase) in prepaid expenses			2,950				(3,000	)
Increase in accounts payable			1,000				1,000
Net cash used in operating activities			(29,415	)			(3,000	)
FINANCING ACTIVITIES:
Proceeds from issuance of common stock			50,000				750
Proceeds from loans from stockholder			8,000				17,250
Payment of loans from stockholder			(21,466	)			—
Net cash provided by financing activities			36,534				18,000
Net change in cash			7,119				15,000
Cash, Beginning of Period			3,542				—
Cash, End of Period		$	10,661			$	15,000
SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION
Cash paid during the period for:
Interest		$	—			$	—
Income taxes		$	—			$	—
The accompanying notes are an integral part of these unaudited condensed financial statements.

 

 

CALEMINDER INC.

 

 NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

June 30, 2015

 

NOTE 1. GENERAL ORGANIZATION AND BUSINESS

 

Caleminder Inc. (“the Company”) was incorporated under the laws of the state of Delaware on May 28, 2014. The Company is in its development stage and has not yet realized any revenues from its planned operations.

 

The Company’s principal operations will include an online gifts and greeting business. The Company expects to generate revenues through online advertising. The Company is in the process of building its website.

 

The Company’s activities are subject to significant risks and uncertainties including failure to secure additional funding to properly execute the company’s business plan.

 

In the opinion of management, the accompanying unaudited financial statements of Caleminder Inc. contain all adjustments necessary to present fairly the Company’s financial position as of June 30, 2015 and its results of operations and cash flows for the six months ended June 30, 2015. The accompanying unaudited interim condensed financial statements have been prepared in accordance with instructions to Form 10-Q. The results of operations for the periods ended June 30, 2015 are not necessarily indicative of the results to be expected for the full year.

 

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES 

 

Basis of Accounting

 

The Company’s financial statements are prepared using the accrual method of accounting. The Company has elected a December 31 fiscal year end.

 

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 and disclosure of contingent 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.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid investments with maturity of three months or less when purchased to be cash equivalents.

 

Deferred Offering Costs

 

The Company defers as other assets the direct incremental costs of raising capital until such time as the offering is completed. At the time of the completion of the offering, the costs are charged against the capital raised. Should the offering be terminated, deferred offering costs are charged to operations during the period in which the offering is terminated.

 

Income Taxes

 

A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

 

 

When required, the Company records a liability for unrecognized tax positions, defined as the aggregate tax effect of differences between positions taken on tax returns and the benefits recognized in the financial statements. Tax positions are measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. No tax benefits are recognized for positions that do not meet this threshold. The Company has no uncertain tax positions that require the Company to record a liability.

 

The Company recognizes penalties and interest associated with tax matters as part of the income tax provision and includes accrued interest and penalties with the related tax liability in the balance sheet. The Company had no accrued penalties and interest as of June 30, 2015.

 

Loss per Share

 

The basic loss per share is calculated by dividing our net loss by the weighted average number of common shares outstanding during the year. The diluted earnings (loss) per share is calculated by dividing our net loss by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. The Company has not issued any potentially dilutive debt or equity securities.

 

Recently issued accounting pronouncements

 

In June 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-10, “Development Stage Entities (Topic 915) Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation”. This ASU does the following among other things: a) eliminates the requirement to present inception-to-date information on the statements of income, cash flows, and shareholders’ equity, b) eliminates the need to label the financial statements as those of a development stage entity, c) eliminates the need to disclose a description of the development stage activities in which the entity is engaged, and d) amends FASB ASC 275, Risks and Uncertainties, to clarify that information on risks and uncertainties for entities that have not commenced planned principal operations is required. The amendments in ASU No. 2014-10 related to the elimination of Topic 915 disclosures and the additional disclosure for Topic 275 are effective for public companies for annual and interim reporting periods beginning after December 15, 2014. Early adoption is permitted. The Company has evaluated this ASU and adopted beginning with the year ended December 31, 2015.

In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-15, “Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern” (“ASU 2014-15”). ASU 2014-15 is intended to define managements responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. The amendments in this ASU are effective for reporting periods beginning after December 15, 2016, with early adoption permitted. The Company is currently assessing the impact the adoption of ASU 2014-15 will have on its financial statements.

 

The Company has implemented all other new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 

NOTE 3. INCOME TAXES

 

The Company uses the liability method , where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. As of June 30, 2015, the Company has incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is approximately $52,751 and will expire 20 years from the date the loss was incurred.  

 

 

NOTE 4. STOCKHOLDERS’ DEFICIT

 

Authorized

 

The Company is authorized to issue 500,000,000 shares of $0.0001 par value common stock. All common shares have equal voting rights, are non-assessable and have one vote per share. Voting rights are not cumulative and, therefore, the holders of more than 50% of the common stock could, if they choose to do so, elect all of the directors of the Company.

 

Issued and Outstanding

 

On June 1, 2014, the Company issued 7,500,000 common shares to its sole stockholder for cash consideration of $0.0001 per share. The proceeds of $750 were received on June 27, 2014.

 

The Company received $50,000 from subscriptions to issue 2,500,000 shares of common stock as per a Registration Statement filed with the SEC to register and sell 2,500,000 shares of newly issued common stock at an offering price of $0.02 per share. The subscribed shares were issued on February 9, 2015.

 

NOTE 5. CONFLICTS OF INTEREST

 

The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts.

 

NOTE 6. GOING CONCERN

 

The accompanying unaudited condensed financial statements have been prepared assuming that the Company will continue as a going concern. The Company has no revenues. This condition raises substantial doubt about the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is dependent on its ability to meet its obligations, to obtain additional financing as may be required and ultimately to attain profitability. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Management is planning to raise funds through debt or equity offerings. There is no guarantee that the Company will be successful in these efforts.

 

NOTE 7. RELATED PARTY TRANSACTIONS

 

On June 1, 2014, the Company issued 7,500,000 common shares to its sole stockholder for cash consideration of $0.0001 per share. The proceeds of $750 were received on June 27, 2014.

 

As of June 30, 2015 and December 31, 2014, loans from the Company’s sole stockholder amounted to $11,664 and $25,130, respectively, and represent working capital advances from the Company’s sole officer. The loans are unsecured, non-interest bearing, and due on demand.

 

 

Item 2. Management ’ s Discussion and Analysis or Plan of Operations.

 

As used in this Form 10-Q, references to “ Caleminder , the ” Company, ” “ we, ” “ our ” or “ us ” refer to Caleminder Inc , unless the context otherwise indicates.

 

Forward-Looking Statements

 

The following discussion should be read in conjunction with our unaudited financial statements, which are included elsewhere in this Form 10-Q (the “ Report ” ). This Report contains forward-looking statements which 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 and involve known and unknown risks, uncertainties, and other factors that may cause our or our industry ’ s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

 

For a description of such risks and uncertainties, refer to our Annual Report on Form S1 for the year ended December 31, 2013, filed with the Securities and Exchange Commission on October 29 2014 . 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 herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

 

Corporate Background and Business Overview

 

We were incorporated in the State of Delaware on May 28, 2014 and are a development stage company. Our company has developed a business plan for an online service that provides a calendar- based greeting and reminder service to assist subscribers in remembering important life events such as birthdays, anniversaries, etc.

 

Users will register with the system and enter these important dates as well as configure a variety of settings, including how they want to be notified, for example by email or by text message or via Facebook or other social media tools; when they want to be notified, for example one month prior, two weeks prior, one week prior, etc. The user can also designate contacts as belonging to specific user groups such as Friends, Family, Professional Contact. These user groups will be customizable. The content of the reminder can also be customized so that the user can either enter all the relevant details, or leave the reminder cryptic so as not to alert others to the upcoming event. Many of the settings will be one-time preferences while other fields will need to be customized per reminder set. A series of reports will be made available to the end-user to indicate what reminders are pending, already sent, etc. Because the website will run entirely on the Cloud, end-users will not be required to download any application. Currently the application will be web based and not for a mobile download application.

 

The company plans to work with an outside web developer to create the programming, back office and infrastructure, as well as the look and feel of the website. We plan to work with marketing and social media experts to determine the best way to promote the site and brand our offering. We will also need to hire user interface experts to optimize the graphic user interface.

 

We plan to monetize the site through several means including topic-based advertisement; local, national, global and corporate sponsors, and more. While the base service will be free to end-users, additional for-pay services will be added. These will include not only the reminder messages that are free, but the ability to configure automatic emails that will be sent on the day of the event – birthday, anniversary, etc. to another person. We believe we can create an interface that will enable the end-user to customize many factors within the notification. We will offer the for-pay users the opportunity to upload a video or tape an audio message that will be attached to the email or included in a link. A full set of for-pay end-user benefits will need to be discussed with the development agency we hire. Some of the initially planned features may need to be shifted to later development cycles.

 

 

In the early stages, we plan to develop template-like options that enable a user to upload digital photographs, logos, etc. to customize templates that can be saved and reused when needed. Each template will be created via a Template Editor. Ideally, the Template Editor will have a graphic “What You See Is What You Get” interface that enables the user to drag and drop elements to customize the template. The user should be able to control the font, color and size of text, move graphics around, and more.

  

At the same time, for users who feel that they are less creative, the Caleminder service should include some basic samples that can quickly be modified by adding a name, user address, and event title and quickly generate and send the appropriate card.

 

Employees

 

Other than our current director and officer, we have no employees at June 30, 2015.

  

Transfer Agent

 

We have engaged Vstock Transfer LLC, 77 Spruce Street, Suite 201, Cedarhurst, NY, 11516 as our stock transfer agent. Their telephone number is (212) 828-8436 and their fax number is (646) 536-3179. The transfer agent is responsible for all record-keeping and administrative functions in connection with our issued and outstanding common stock.

   

Results of Operations

 

Results of operations for the three and six months ended June 30 2015

 

The Company did not generate any revenues from operations for the three and six months ended June 30 2015

 

During the three months and six months ended June 30 2015 the operating expenses and the net losses were $22,537 and $33,365 respectively. The operating expenses and Net Losses were primarily the result of professional fees, legal, auditing and other consulting fees associated with SEC compliance.

 

We expect to continue to incur significant operating expenses. As a result, we will need to generate significant revenues to achieve profitability, which may not occur. Even if we do achieve profitability, we may be unable to sustain or increase profitability on a quarterly or annual basis in the future.

 

Liquidity and Capital Resources

 

Our cash balance as of June 30 , 2015 was $10,661. Cash and cash equivalents from inception to date have been sufficient to provide the operating capital necessary to operate to date. The Company raised gross proceeds of $50,000 pursuant to its S1 which was declared effective by the SEC on November 12 2014, during the first six months of 2015 and issued 2,500,000 free trading registered shares.

 

Going Concern Consideration

 

Our auditors have issued an opinion on our annual financial statements which includes a statement describing our going concern status. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills and meet our other financial obligations. This is because we have not generated any revenues and no revenues are anticipated until we begin marketing the product which cannot be guaranteed.

 

Off-Balance Sheet Arrangements

 

We do not have any 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 investors.

 

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

A smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item.

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

The Company's Chief Executive Officer, who is also the Chief Financial and Accounting Officer, evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this quarterly report. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management is required to apply their judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based upon that evaluation, the CEO  concluded that, as of June 30, 2015, the Company’s disclosure controls and procedures were not effective to provide reasonable assurance that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.   As a result of this evaluation, management identified the following deficiencies, which are deemed to be material weakness

 

•        Due to the size of the Company, there is a lack of segregation of duties, which would allow for proper processing, review and approval of transactions and events that have an impact on the Company’s financial results.   •        The Company lacks a system to allow for the review and monitoring of internal control over financial reporting, which would mitigate concerns related to management’s override of controls.   •        The Company lacks an independent Audit Committee, which can provide oversight of management and the financial reporting process.

  

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal controls over financial reporting for the three months ended June 30, 2015 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

 

PART II

 

OTHER INFORMATION

 

Item A . Legal Proceedings

 

None

 

Item 1 A. Risk Factors

 

A smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item.

 

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

 

During the quarter ended June 30 2015, the Company did not issue any shares of unregistered common stock.

 

  

Item 3. Defaults Upon Senior Securities.

 

None

 

Item 4. Mine Saftey Disclosures

 

None

 

Item 5. Other Information.

 

None

 

Item 6. Exhibits

 

31.1 and 31.2		Certification of Principal Executive and Financial Officer pursuant to Section 302 of  the Sarbanes-Oxley Act
32		Certification of Principal Executive and Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act

  

 

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.

  

CALEMINDER INC

 

August 4 2015

  

/s/ Shira Halperin

Shira Halperin

CEO / Director and Internal Accounting Officer