UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM 10-Q/A-2

____________________

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2012

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to____________

Commission File No. 000-49652

FONU2 Inc.

(Exact name of registrant as specified in its charter)

331 East Commercial Blvd.

Ft. Lauderdale, Florida 33334

 (Address of principal executive offices)

(954) 938-4133

 (Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year,

if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

Large accelerated filer [  ]  Accelerated filer [  ]   Non-accelerated filer [  ]  Smaller reporting company [X]

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

Yes [   ] No [X]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Not applicable.

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date:

August 20, 2012 - Common – 66,451,182

August 20, 2012 - Preferred –0

EXPLANATORY NOTE

On August 22, 2012, FONU2 Inc., a Nevada corporation formerly known as “Zaldiva, Inc.” (the “Company”), filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012 (the “Original Filing”), and on September 13, 2012, the Company filed its amended Quarterly Report on Form 10-Q for the same quarterly period.  The Company is filing this second amended Quarterly Report on Form 10-Q/A-2 to reflect the restatement of its unaudited financial statements for the quarterly period ended June 30, 2012, and the notes thereto.  For a more detailed discussion of this restatement, see “Note 8 – Restated Financial Statements” of the unaudited financial statements included in Part I, Item 1 hereof.  Information contained in Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” has also been restated as applicable.  With the exception of these changes, this Form 10-Q/A-2 continues to describe conditions that existed as of the date of the Original Filing.  The Company has not updated such disclosures to reflect events that have occurred subsequent to the Original Filing date.

PART I

Item 1.  Financial Statements

The financial statements of the registrant required to be filed with this amended Quarterly Report on Form 10-Q/A2 were prepared by management and commence below, together with related notes. In the opinion of management, the financial statements fairly present the financial condition of the registrant.

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

4

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

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FONU2, INC.

(Formerly Cygnus Internet, Inc.)

Notes to the Financial Statements

(Unaudited)

NOTE 1 - CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by FonU2, Inc. (“we”, “our”, the “Company”) without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at June 30, 2012 and for all periods presented herein, have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2011 audited financial statements as included in the Form 8-K/A as filed with the Securities and Exchange Commission on November 27, 2012.  The results of operations for the periods ended June 30, 2012 are not necessarily indicative of the operating results for the full year.

NOTE 2 - GOING CONCERN

The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern.  During the six months ended June 30, 2012 the Company realized a net loss of $34,641,992 and has incurred an accumulated deficit of $37,089,849.  The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES

Reverse-Merger Transaction

On December 2, 2011, the stockholders of Zaldiva, Inc., a Florida corporation (“Zaldiva”) approved Zaldiva’s change of domicile from the state of Florida to the state of Nevada.  The change of domicile was effectuated by merging Zaldiva into its newly-formed wholly-owned subsidiary, FONU2 Inc., a Nevada corporation formerly known as Zaldiva, Inc. (“FONU2”), with every share of Zaldiva’s common and preferred stock automatically being converted into one-half of one corresponding share of FONU2, and with all fractional shares that would otherwise result from such conversion being rounded up to the nearest whole share.  Zaldiva and FONU2 filed Articles of Merger in the States of Florida and Nevada on December 2, 2011.  The change of domicile and de facto reverse-split were effectuated on January 9, 2012. 

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FONU2, INC.

(Formerly Cygnus Internet, Inc.)

Notes to the Financial Statements

(Unaudited)

On March 6, 2012, the Company executed an Agreement and Plan of Reorganization (the “Agreement”) with Cygnus Internet Inc. (“Cygnus”), and Jeffrey M. Pollitt, who is Cygnus’ Chief Executive Officer and the holder of approximately 37% of Cygnus outstanding shares of common stock.  Under the Agreement, FONU2 acquired all of the material assets of Cygnus in exchange for 53,411,262 “unregistered” and “restricted” of FONU2’s common stock, which represented approximately 85% of FONU2’s issued and outstanding common stock upon issuance, with such shares to be issued pro rata to the Cygnus common stockholders.  The transaction closed on March 29, 2012.

The Agreement was accounted for as a reverse-merger recapitalization transaction, with Cygnus as the accounting acquirer, and FONU2 as the legal acquirer.  The historical financial statements presented herein for the period prior to the merger date are those of Cygnus.  Concurrent with the transaction, Cygnus changed its fiscal year end to September 30.  The Company has elected to file financial statements for the nine months ended September 30, 2012 to satisfy the requirement for filing financial statements for a period of one year as allowed by SEC Rule S-X 3-06.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Recent Accounting Pronouncements

Management has considered all recent accounting pronouncements issued since the last audit of our financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

NOTE 4 – NOTES PAYABLE

Convertible Notes Acquired from Cygnus

In the acquisition of Cygnus Internet, Inc. the Company assumed $75,000 of convertible notes payable. The notes payable accrue interest at 10% per annum. The shares are convertible to shares of the Company’s common stock at a discount equal to 30% of the trading price of the Company’s common stock. However, the shares may not be converted at a price lower than $0.10 per share or higher than $0.50 per share.  Consequently, the liability was recorded at $107,143 on the balance sheet.  See Note 6 regarding the purchase price allocation.  During the quarter ended June 30, 2012 the Company made a $21,000 payment on this note, leaving a balance of $86,143 at June 30, 2012.  

Convertible Notes Payable

During 2011, the Company entered into two debt agreements for a total of $75,000.  The proceeds from the notes were to be held in escrow until completion of a merger with a public entity.  The notes carry interest at 10% and are convertible into shares of the potential merged entity at a discount of 30% to the market price of the potential merged entity’s common stock, however the conversion price can be no lower than $0.10 or higher than $0.50.  If the merger did not occur, the Company must repay the note plus 10% interest.  As of December 31, 2011, $25,000 of the funds were released from escrow for working capital purposes but are not considered convertible until closing of the merger.  During the six months ended June 30, 2012 the remaining $50,000 of the funds were released from escrow.  As of June 30, 2012, the Company had $75,000 in convertible notes outstanding. The Company analyzed the conversion option for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the instruments should be classified as liabilities as of the merger date of March 29, 2012, due to there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options. The value of the derivative liabilities on the merger date were insignificant, and none were recorded as of June 30, 2012.

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FONU2, INC.

(Formerly Cygnus Internet, Inc.)

Notes to the Financial Statements

(Unaudited)

Other Notes Payable

On May 21, 2012 the Company borrowed $58,000 from an unrelated third party entity in the form of a note payable. The note accrues interest at a rate of eight percent per annum and is convertible into shares of the Company’s common stock at a 58 percent of the lowest three trading prices in the ten day period prior to conversion. The note becomes convertible 180 days after the date of the note.

On May 1, 2012 the Company borrowed $40,000 in the form of a note payable.  The note is unsecured, accrues interest at a rate of 10 percent per annum, and is due on demand. The Company issued 50,000 shares of common stock in conjunction with these notes. The fair value of the common stock was determined to be $13,500, which was recorded as a debt discount. The entire debt discount has been amortized into interest expense as of June 30, 2012.

As of June 30, 2012 and 2011, the Company has made payments on note payables of $21,000 and $0, respectively.

NOTE 5 – COMMON STOCK

During the period ended June 30, 2012 the Company converted 868,239 shares of Series A preferred stock and an additional 1,639,368 shares of Series B preferred stock into 2,507,607 shares of common stock.  The preferred shares were converted into common shares on a one preferred share for one common share basis, pursuant to the conversion terms of the preferred stock.

During the period ended June 30, 2012 the Company issued the following:

·

129,125 shares of common stock for cash proceeds of $95,400, at an average of $0.74 per share.  

·

6,570,341 shares of common stock for services rendered.  The shares issued for services were valued at the value of the most recent cash issuances, resulting in an aggregate value of $5,371,389.  

·

29,441,014 shares of common stock to various parties pursuant to certain non-dilution clauses in various service agreements.  These shares were valued at an aggregate of $28,852,194, or $0.98 per share.  

·

2,250,000 shares of common stock as a prepayment on certain professional services.  These shares were valued at an aggregate of $427,500.  

·

50,000 shares of common stock as payment of interest on a note payable.  These shares were valued at $13,500.

The Company cancelled 100,000 shares issued for services due to non-performance.

On March 6, 2012, the Company executed an Agreement and Plan of Reorganization (the “Agreement”) with FONU2, and Jeffrey M. Pollitt, who is the Company’s Chief Executive Officer and the holder of approximately 37% of the Company’s outstanding shares of common stock.  Under the Agreement, FONU2 acquired all of the material assets of the Company in exchange for 53,411,262 “unregistered” and “restricted” shares of FONU2’s common stock, which represented approximately 85% of FONU2’s issued and outstanding common stock upon issuance, with such shares to be issued pro rata to the Company’s common stockholders.  The transaction closed on March 29, 2012.

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FONU2, INC.

(Formerly Cygnus Internet, Inc.)

Notes to the Financial Statements

(Unaudited)

Prior to the merger, there were 500,000 shares of Preferred Stock Series A and 9,374,920 shares of common stock outstanding.  The fair value of FONU2’s net assets acquired on March 29, 2012 consisted of the following:

NOTE 6 – COMMON STOCK WARRANTS AND OPTIONS

Prior to the merger transaction described in Note 1, Zaldiva had 500,000 warrants and 905,000 options outstanding.  These options and warrants were exchanged in the transaction at a 1:1 ratio and are now exercisable into shares of FONU2, Inc.  The following tables summarize these options and warrants from the date of merger through June 30, 2012. 

During the six months ended June 30, 2012 161,000 warrants expired unexercised.

The following tables summarize the stock warrant and option activity as of and for the period ended June 30, 2012:

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FONU2, INC.

(Formerly Cygnus Internet, Inc.)

Notes to the Financial Statements

(Unaudited)

NOTE 7 – SIGNIFICANT EVENTS

Change of Domicile - On December 2, 2011, the Company’s stockholders approved the Company’s change of domicile from the state of Florida to the state of Nevada.  The change of domicile was effectuated by merging the company into the Company’s wholly-owned subsidiary, Zaldiva, Inc., a Nevada corporation (“Zaldiva Nevada”), with every share of the Company’s common and preferred stock automatically being converted into one-half of one corresponding share of Zaldiva Nevada, and with all fractional shares that would otherwise result from such conversion being rounded up to the nearest whole share.  The Company filed Articles of Merger in the States of Florida and Nevada on December 2, 2011. The Company’s financial statements have been retroactively restated to reflect the reverse stock-split.

NOTE 8 – RESTATED FINANCIAL STATEMENTS

The Company originally reported the acquisition of Cygnus as a purchase and presented Zaldiva Nevada’s historical financial statements as those of the Company. The Company has now determined that since the issuance of shares of the Company’s common stock resulted in the shareholders of Cygnus becoming the controlling shareholders of the Company the correct accounting is a recapitalization of Cygnus. Accordingly, the accompanying financial statements have been restated to show the historical financial statements of Cygnus as those of the Company and to show Cygnus as the accounting acquirer of Zaldiva Nevada.

NOTE 9 – SUBSEQUENT EVENTS

Subsequent to June 30, 2012, Company issued 1,150,000 shares of common stock for services.

On October 22, 2012, the Company entered into a Redemption Agreement with HMBL Trust, William Lavenia, and SLP-DZ-NTZ, LLC (collectively, the “Stockholders”), by which the Company agreed to purchase a total of 8,102,736 shares of its common stock from the Stockholders for total aggregate consideration of one dollar.  The Company further agreed to release the Stockholders from any and all liability relating to any claims that it may have as of the date of the Redemption Agreement. The transaction was recorded at par and $8,102 was recorded as a decrease to common stock and increase to additional paid in capital.

Subsequent to June 30, 2012, the Company borrowed an aggregate amount of $29,000 from its CEO, Jeff Pollitt. The note is unsecured, bears no interest and is due on demand.

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Item 2.  Management’s Discussions and Analysis of Financial Condition and Results of Operations.

Forward-looking Statements

Statements made in this Quarterly Report which are not purely historical are forward-looking statements with respect to the goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance and our business, including, without limitation, (i) our ability to raise capital, and (ii) statements preceded by, followed by or that include the words “may,” “would,” “could,” “should,” “expects,” “projects,” “anticipates,” “believes,” “estimates,” “plans,” “intends,” “targets” or similar expressions.

Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following, general economic or industry conditions, nationally and/or in the communities in which we may conduct business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, our ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting our current or potential business and related matters.

Accordingly, results actually achieved may differ materially from expected results in these statements.  Forward-looking statements speak only as of the date they are made.  We do not undertake, and specifically disclaim, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.

Results of Operation

For The Three Months Ended June 30, 2012 Compared to The Three Months Ended June 30, 2011.

During the quarterly period ended June 30, 2012, we recognized total revenues of $41,403, an increase from our total revenues of $0 in the quarterly period ended June 30, 2011.  Cost of goods sold during quarterly periods ended June 30, 2012, and 2011, were $21,530 and $0, respectively, or approximately 52% of sales in the June 30, 2012 period.

Our operating expenses increased to $390,290 during the quarterly period ended June 30, 2012, from $230,316 in the quarterly period ended June 30, 2011.  The increase is due to significantly higher general and administrative expenses, which totaled $385,853 and $229,798, respectively, in the June 30, 2012 and 2011 quarters.

For the three months ended June 30, 2012, our net loss was $384,018, or $0.01 per share, as compared to a net loss of $230,316, or $0.01 per share, during the June 30, 2011 period.  Our increasing net loss was largely attributable to the above-referenced increases in general and operating expenses and increased cost of sales.

For The Six Months Ended June 30, 2012 Compared to The Six Months Ended June 30, 2011.

During the six months ended June 30, 2012, we recognized total revenues of $41,403, an increase from our total revenues of $0 in the six months ended June 30, 2011.  Cost of goods sold during the six months ended June 30, 2012, and 2011 were $21,530 and $0, respectively, or approximately 52% of sales in the six months ended June 30, 2012 period.

Our operating expenses increased to $34,648,264 during the six months ended June 30, 2012, from $370,525 in the six months ended June 30, 2011.  The increase is due largely to$34,223,583 of expense recorded for the value of shares issued as compensation during the period compared to $250,000 as of the six months ended June 30, 2011.

For the six months ended June 30, 2012, our net loss was $34,641,992, or $0.83 per share, as compared to a net loss of $370,525, or $0.02 per share, during the six months ended June 30, 2011.

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Liquidity

The Company had cash on hand of $8,612 at June 30, 2012.  We believe that this cash on hand will not be sufficient to meet our expenses through the end of our 2012 fiscal year, and that it will be necessary to seek additional financing through either a private placement of our stock or through debt financing.  While management expects to be able to raise the required funds, there is no guarantee that we can obtain adequate financing.  Our ability to achieve a level of profitable operations and/or additional financing may affect our ability to continue as a going concern.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

Not required.

Item 4.  Controls and Procedures.

Evaluation of disclosure controls and procedures

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q.  In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.  In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.  The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Based on that evaluation, our chief executive officer and chief financial officer concluded that, as of June 30, 2012, our disclosure controls and procedures were not effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules, regulations and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. This material deficiency is due to a lack of adequate internal controls and the absence of an audit committee.

Changes in internal control over financial reporting

There were no significant changes in our internal controls over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

None; not applicable.

Item 1A.  Risk Factors.

Not required.

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

On May 1, 2012, the Company issued 25,000 “unregistered” and “restricted” shares of its common stock to Jeffrey Olweean as partial consideration for a loan whereby the Company borrowed $20,000.  These shares were valued at $0.34 per share, which was the trading price of the Company’s common stock on the date of issuance.

On May 4, 2012, the Company issued 325,000 “unregistered” and “restricted” shares each to Robert B. Lees and Nicole Leigh pursuant to the terms of their respective Executive Employment Agreements, and 2,150,000 such

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shares to Jeffrey Olweean pursuant to the terms of the terms of his Independent Contractor Agreement.    Under the terms of their respective agreements, Mr. Lees and Ms. Leigh are entitled to receive 12,500 “unregistered” and “restricted” compensation shares each on a monthly basis, and Mr. Olweean is entitled to receive 150,000 such shares per month.  Accordingly, a total of 175,000 such shares was issued to these three individuals on June 6, 2012, and an additional 175,000 shares were issued on July 2, 2012.  Each of these agreements was filed as an exhibit to the Company’s Current Report on Form 8-K, dated March 29, 2012, and filed with the Securities and Exchange Commission on the same date.  

On May 9, 2012, the Company accepted the subscription of one individual investor to purchase 40,000 units, for total proceeds of $10,000.  Each unit consisted of one “unregistered” and “restricted” share of common stock and one warrant to purchase an additional share of common stock at a price of $0.50 per share, exercisable for one year.  

On May 14, 2012, the Company issued to Jeffrey Olweean 747,757 unregistered shares of its common stock upon conversion of 75,000 shares of preferred stock.  However, due to administrative delays in issuing the common shares, the conversion was rescinded and the issuance of these common shares was rescinded on June 21, 2012.

On May 29, 2012, the Company issued an additional 25,000 “unregistered” and “restricted” shares to Mr. Olweean in partial consideration of the execution of another promissory note in the amount of $20,000.

Each of these sales was made in reliance on the exemption from registration provided by Rule 506 of Regulation D of the Securities and Exchange and each investor’s representation that he/she was an “accredited investor” as defined in Rule 501(a) thereof.  

Item 3.  Defaults Upon Senior Securities.

None; not applicable.

Item 4.  Mine Safety Disclosures.

Not applicable.

Item 5.  Other Information.

(a)(i)  On August 15, 2012, which is subsequent to the end of the period covered by this Report, the Company executed a Preferred Stock Buyback Agreement (the “Buyback Agreement”) by which it purchased all of the 500,000 issued and outstanding shares of its Series A 4% Convertible Preferred Stock (the “Preferred Stock”) from Jeffrey Olweean and Nicole Leigh in consideration of the conveyance of title to the Company’s retail location at 331 E. Commercial Blvd., Ft. Lauderdale, Florida.  As partial consideration under the Buyback Agreement, Mr. Olweean and Ms. Leigh each agreed to waive their claims to all dividend payments and late fees that are currently owed to them under the terms of their Preferred Stock.  As a result of the execution of the Buyback Agreement, all 500,000 shares of the Company’s Preferred Stock are deemed to have been cancelled as of the dated thereof.  In addition, the parties entered into a lease by which the Company may conduct its operations from the retail location rent-free for a period of six months (the “Lease”). Copies of the Buyback Agreement and the Lease are attached hereto as Exhibit 10.1 and are incorporated herein by reference. The foregoing descriptions of the Buyback Agreement and the Lease do not purport to be complete and are qualified in their entirety by reference to the exhibits hereto which are incorporated by reference.

(ii)  On August 16, 2012, which is subsequent to the end of the period covered by this Report, the Company executed Rescission Agreements with William Lavenia and Mark Simpson, by which it rescinded the Independent Contractor Agreements that it had executed with each of these persons on March 29, 2012.  Each of these Independent Contractor Agreements was filed as an exhibit to the Company’s Current Report on Form 8-K, dated March 29, 2012, and filed with the Securities and Exchange Commission on the same date.  Copies of each of the Rescission Agreements are attached hereto as Exhibits 10.2 and 10.3, respectively, and are incorporated herein by reference. The foregoing descriptions of the Rescission Agreements do not purport to be complete and are qualified in their entirety by reference to the exhibits hereto which are incorporated by reference.

(b)  During the quarterly period ended June 30, 2012, there were no material changes to the procedures by which security holders may recommend nominees to the Company’s Board of Directors.

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Item 6.  Exhibits.

              (i)                                                                        Where incorporated in this Report

Current Report on Form 8-K dated March 29, 2012          Part II, Item 2

Exhibit No.                          Identification of Exhibit

10.1                       Preferred Stock Buyback Agreement with Lease attached as Exhibit “C” thereto*

10.2                       Lavenia Rescission Agreement*

10.3                       Simpson Rescission Agreement*

*  These documents were filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012, which was filed with the Securities and Exchange Commission on August 22, 2012.

**Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed “furnished” and not “filed” or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, or deemed “furnished” and not “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise is not subject to liability under these sections.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized

FONU2 INC.

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