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EX-32.2 - CERTIFICATION - EVOLUTIONARY GENOMICS, INC.fona_ex32z2.htm
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EX-32.1 - CERTIFICATION - EVOLUTIONARY GENOMICS, INC.fona_ex32z1.htm
EX-31.2 - CERTIFICATION - EVOLUTIONARY GENOMICS, INC.fona_ex31z2.htm
EXCEL - IDEA: XBRL DOCUMENT - EVOLUTIONARY GENOMICS, INC.Financial_Report.xls

 



 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

———————

FORM 10-Q

———————

(Mark One)

þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED June 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: 33-45904C

——————————

FONA, INC.

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

Nevada

 

41-1683548

(State of other jurisdiction of
incorporation or organization)

 

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


2575 Pearl Street, Suite 225, Boulder, Colorado 80302

(Address of principal executive offices including zip code)

(303) 499-6000

(Issuer's telephone number)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ  No ¨


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


Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ¨

 

Accelerated filer ¨

Non-accelerated filer ¨

(Do not check if smaller reporting company)

 

Smaller reporting company þ


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


As of August 9, 2013, the Registrant had 7,894,111 shares of common stock, $.001 par value.

 

 







 


FONA, INC.

INDEX

 

Page
Number

 

 

PART I.  FINANCIAL INFORMATION

 

 

 

Item 1.

Financial Statements

 

 

 

Balance Sheets as of June 30, 2013 (unaudited) and December 31, 2012

1

 

 

Statement of Operations, Three Months ended June 30, 2013 and 2012 (unaudited)

2

 

 

Statements of Operations, Six Months ended June 30, 2013 and 2012 (unaudited) and the period from August 1, 2008 (date of commencement of development stage) through June 30, 2013 (unaudited)

3

 

 

Statements of Cash Flows, Six Months ended June 30, 2013 and 2012, and the period from August 1, 2008 (date of commencement of development stage) through June 30, 2013 (unaudited)

4

 

 

Notes to Financial Statements

5

 

 

Item 2.

Management's Discussion and Analysis of Financial Conditions and Results of Operations

8

 

 

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

8

 

 

Item 4.

Controls and Procedures

8

 

 

PART II. OTHER INFORMATION

 

 

 

Item 1.

Legal Proceedings

9

 

 

Item 1A.

Risk Factors

9

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

9

 

 

Item 3.

Defaults Upon Senior Securities

9

 

 

Item 4.

Mine Safety Disclosures.

9

 

 

Item 5.

Other Information

9

 

 

Item 6.

Exhibits

9







 


PART I. FINANCIAL STATEMENTS

ITEM 1

FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by Fona, Inc., without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position of the Company as of June 30, 2013 and 2012 and for the periods then ended have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2012 audited financial statements. The results of operations for these interim periods are not necessarily indicative of the results for the entire year.




1



 


FONA, INC.

(A Development Stage Company)

BALANCE SHEETS

 

 

June 30

 

December 31,

 

 

 

2013

 

2012

 

 

 

(unaudited)

 

(see note 1)

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Assets:

     

 

 

 

 

 

 

Cash

 

$

748

 

$

114

 

Prepaid Expenses

 

 

200

 

 

537

 

Total Current Assets

 

 

948

 

 

651

 

TOTAL ASSETS

 

$

948

 

$

651

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' (DEFICIT)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

Accounts payable

 

 

2,800

 

 

450

 

Accounts payable, related party

 

 

70,842

 

 

62,817

 

Total Current Liabilities

 

 

73,642

 

 

63,267

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES

 

 

73,642

 

 

63,267

 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

(Notes 1,2,3, and 5)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders' (Deficit)

 

 

 

 

 

 

 

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

 

 

 

 

 

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

 

 

7,894

 

 

7,894

 

Additional paid-in capital

 

 

1,219,159

 

 

1,216,980

 

Accumulated (Deficit)

 

 

(1,200,940

)

 

(1,200,940

)

Accumulated (Deficit) during the development stage

 

 

(98,807

)

 

(86,550

)

 

 

 

 

 

 

 

 

TOTAL STOCKHOLDERS' (DEFICIT)

 

 

(72,694

)

 

(62,616

)

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)

 

$

948

 

$

651

 




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


2



 


FONA, INC.

(A Development Stage Company)

STATEMENTS OF OPERATIONS

(unaudited)

 

 

Three Months Ended

June 30,

 

 

 

2013

 

2012

 

Revenue

 

$

 

$

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

Accounting and audit fees

 

 

5,200

 

 

1,200

 

Attorney fees

 

 

317

 

 

 

Transfer agent fees

 

 

350

 

 

390

 

Filing Fees

 

 

1,800

 

 

150

 

Printing and mailing fees

 

 

 

 

 

General corporate fees

 

 

 

 

 

Other

 

 

24

 

 

37

 

Total Expenses

 

 

7,691

 

 

1,777

 

 

 

 

 

 

 

 

 

Net Operating (Loss)

 

 

(7,691

)

 

(1,777

)

 

 

 

 

     

 

 

 

Other Expenses:

 

 

 

 

 

 

 

Interest Expense

 

 

1,121

 

 

888

 

Total Other Expenses

 

 

(1,121

)

 

(888

)

 

 

 

 

 

 

 

 

Net Other (Expense)

 

 

(1,121

)

 

(888

)

 

 

 

 

 

 

 

 

Net (Loss)

 

$

(8,812

)

$

(2,665

)

 

 

 

 

 

 

 

 

Per Share

 

$

nil

 

$

nil

 

 

 

 

 

 

 

 

 

Weighted Average Shares Outstanding

 

 

7,894,111

 

 

7,894,111

 




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


3



 


FONA, INC.

(A Development Stage Company)

STATEMENTS OF OPERATIONS

(unaudited)

 

 

Six Months Ended

June 30,

 

Period from

August 1, 2008

(date of

Development

Stage)

Through

June 30,

 

 

 

2013

 

2012

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

 

Accounting and audit fees

 

 

5,200

 

 

6,200

 

 

33,629

 

Attorney fees

 

 

1,105

 

 

507

 

 

34,969

 

Transfer agent fees

 

 

943

 

 

878

 

 

8,833

 

Filing Fees

 

 

2,782

 

 

730

 

 

11,307

 

Printing and mailing fees

 

 

 

 

 

 

1,056

 

General corporate fees

 

 

 

 

750

 

 

2,670

 

Other

 

 

48

 

 

130

 

 

1,250

 

Total Expenses

 

 

10,078

 

 

9,195

 

 

93,714

 

 

 

 

 

 

 

 

 

 

 

 

Net Operating (Loss)

 

 

(10,078

)

 

(9,195

)

 

(93,714

)

 

 

 

 

 

 

 

 

 

 

 

Other Expenses:

 

 

 

 

 

 

 

 

 

 

Interest Expense

 

 

2,179

 

 

888

 

 

5,093

 

Total Other Expenses

 

 

2,179

 

 

888

 

 

5,093

 

 

 

 

 

 

 

 

 

 

 

 

Net Other (Expense)

 

 

(2,179

)

 

(888

)

 

(5,093

)

 

 

 

 

 

 

 

 

 

 

 

Net (Loss)

 

 

(12,257

)

 

(10,083

)

 

(98,807

)

 

 

 

 

 

 

 

 

 

 

 

Per Share

 

$

Nil

 

$

Nil

 

$

(.01

)

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Shares Outstanding

 

 

7,894,111

 

 

7,894,111

 

 

7,373,149

 



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


4



 


FONA, INC.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

(unaudited)

 

 

For the Six Months Ended

June 30,

 

Period from

August 1,

2008 (date of

Development

stage) to

June 30,

 

 

 

2013

 

2012

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

Cash Flows from Operating Activities:

 

 

 

 

 

 

 

 

 

 

Net Income (Loss)

 

$

(12,257

)

$

(10,083

)

$

(98,807

)

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

 

 

 

 

 

 

 

 

 

 

Non cash interest

 

 

2,179

 

 

888

 

 

5,093

 

Increase (decrease) in accounts payable and accrued expenses

 

 

2,350

 

 

850

 

 

3,459

 

Decrease in prepaid expenses

 

 

337

 

 

175

 

 

150

 

Net Cash (Used in) Operating Activities

 

 

(7,391

)

 

(8,170

)

 

(90,105

)

 

 

 

 

 

 

 

 

 

 

 

Cash Flows from Investing Activities

 

 

 

 

 

 

 

Net Cash (Used in) Investing Activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash Flows from Financing Activities:

 

 

 

 

 

 

 

 

 

 

Sales of common stock

 

 

 

 

 

 

20,000

 

Advance from related party

 

 

8,025

 

 

8,170

 

 

70,842

 

Net Cash Provided by Financing Activities

 

 

8,025

 

 

8,170

 

 

90,842

 

 

 

 

 

 

 

 

 

 

 

 

Increase (decrease) in Cash  

 

 

634

 

 

 

 

737

 

 

 

 

 

 

 

 

 

 

 

 

Cash, Beginning of Period

 

 

114

 

 

14

 

 

11

 

 

 

 

 

 

 

 

 

 

 

 

Cash, End of Period

 

$

748

 

$

14

 

$

748

 

 

 

 

 

 

 

 

 

 

 

 

Interest Paid

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

Income Taxes Paid

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental Disclosure of Non-Cash Transactions:

 

 

 

 

 

 

 

 

 

 

Conversion of debt for stock and debt forgiveness

 

$

 

$

 

$

5,993

 





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


5



 


FONA, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2013 (Unaudited)

(1) Unaudited Financial Statements

The balance sheet as of June 30, 2013, the statements of operations and the statements of cash flows for the three and six months ended June 30, 2013 and 2012, have been prepared by Fona, Inc. (the “Company”) without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures, normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America, have been condensed or omitted as allowed by such rules and regulations, and the Company believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and changes in financial position at June 30, 2013 and for all periods presented, have been made.

It is suggested that these statements be read in conjunction with the December 31, 2012 audited financial statements and the accompanying notes included in the Company's Registration on Form 10-K, filed with the Securities and Exchange Commission.

(2) Basis of Presentation

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

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

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

(3) Development Stage Company

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

 




6



 


FONA, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2013 (Unaudited)

(4) Common Stock


Pursuant to the Articles of Incorporation as amended, the Company is authorized to issue 780,000,000 common shares with $.001 par value. As of June 30, 2013, there were 7,894,111 shares of common stock issued and outstanding.

(5) Related Party Transactions

At June 30, 2013 and December 31, 2012, the Company owed $70,842 and $62,817, respectively, to related parties for expenses of the Company. The advances are loans that are uncollateralized, bear no interest and are due on demand. Imputed interest of $2,179 was recorded for the six months ended June 30, 2013.

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

(6) Subsequent Events

The Company has evaluated events subsequent to June 30, 2013 and through the date the financial statements were available to be issued, to assess the need for potential recognition or disclosure in this report. No events were noted that require recognition or disclosure in the financial statements.





7



 


ITEM 2

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

The Company generated no revenues during the period ended June 30, 2013, and management does not anticipate any revenues until following the conclusion of a merger or acquisition, if any, as contemplated by the Company's business plan.

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

At June 30, 2013, the Company had no material commitments for capital expenditures.


ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required by smaller reporting companies.

ITEM 4

CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures.

Under the supervision and with the participation of the Company’s management, including the principal executive officer and principal financial officer, as of the end of the period covered by this report, the Company conducted an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act. The Company’s disclosure controls and procedures are designed to provide reasonable assurance that the information required to be included in the Company’s reports to the Commission is recorded, processed, summarized and reported within the time periods specified in Commission rules and forms and to provide reasonable assurance that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation, the Company’s principal executive officer and principal financial officer concluded that, as of the period covered by this report, the Company’s disclosure controls and procedures are not effective at these reasonable assurance levels for the reasons stated below.

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

(b) Changes in internal controls.

Our Certifying Officers have indicated that there were no changes in our internal controls over financial reporting or other factors during the three months ended June 30, 2013, that could significantly affect such controls subsequent to the date of his evaluation, and there were no such control actions with regard to significant deficiencies and material weaknesses.




8



 


PART II. OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

None.

ITEM 1A.

RISK FACTORS

Not required by smaller reporting companies.

ITEM 2.

UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS

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

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.

OTHER INFORMATION

None.

ITEM 6.

EXHIBITS

31.1

 

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

 

 

 

31.2

 

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

 

 

 

32.1

 

Section 1350 Certification

 

 

 

32.2

 

Section 1350 Certification

 

 

 

101

 

XBRL Interactive Data File**

———————

** Attached as Exhibit 101 to this report are the following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 formatted in XBRL (eXtensible Business Reporting Language): (i) the Balance Sheets, (ii) the Statements of Operations, (iii) the Statements of Cash Flows, and (iv) related notes to these financial statements. The XBRL-related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed “filed” or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, and is not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of those sections.




9



 


SIGNATURES

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


 

FONA, INC.

 

 

 

 

BY:  

/s/ Michael Friess

 

Michael Friess, Chairman of the

 

Board, President and

 

Chief Executive Officer

 

August 16, 2013

 

 

BY:  

/s/ Chloe DiVita

 

Chloe DiVita, Treasurer,

 

Secretary, Director and

 

Chief Financial Officer

 

August 16, 2013

 

 

BY:  

/s/ Sanford Schwartz

 

Sanford Schwartz, Director,

 

August 16, 2013




10