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 March 31 2016

 

[  ] 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	[ ]	Smaller reporting 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 May 9 2016, 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 March 31 2016

 

TABLE OF CONTENTS

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

  

 

 

PART I  FINANCIAL INFORMATION

 

Item 1. Financial Statements.

  

CALEMINDER INC.

 

INDEX TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2016

 

Condensed Financial Statements-
Condensed Balance Sheets as of  March 31, 2016 (Unaudited) and December 31, 2015	F-1
Condensed Statements of Operations for the Three Months Ended March 31, 2016 and 2015 (Unaudited)	F-2
Condensed Statements of Cash Flows for the Three Months Ended March 31, 2016 and 2015 (Unaudited)	F-3
Notes to Condensed Financial Statements (Unaudited)	F-4

 

 

 

CALEMINDER, INC.
Condensed Balance Sheets
		As of March 31,				As of December 31,
		2016				2015
		(Unaudited)
ASSETS
Current Assets:
Cash		$	5,225			$	270
Total current assets			5,225				270
Total assets		$	5,225			$	270
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable		$	16,896			$	10,099
Loans payable to related party			18,564				11,664
Total current liabilities			35,460				21,763
Commitments and Contingencies
Stockholders' Deficit:
Common stock, 500,000,000 shares authorized, par value $0.0001,
10,000,000 shares issued and outstanding			1,000				1,000
Additional paid in capital			43,750				43,750
Accumulated deficit			(74,985	)			(66,243	)
Total stockholders' deficit			(30,235	)			(21,493	)
Total liabilities and stockholders' deficit		$	5,225			$	270
The accompanying notes are an integral part of these unaudited condensed financial statements.

  

 

CALEMINDER, INC.
Condensed Statements of Operations
(Unaudited)
		Three Months				Three Months
		Ended				Ended
		March 31,				March 31,
		2016				2015
Revenue		$	—			$	—
General and Administrative Expenses			8,742				10,828
Operating loss			(8,742	)			(10,828	)
Loss before income taxes			(8,742	)			(10,828	)
Provision for Income Taxes			—				—
Net loss		$	(8,742	)		$	(10,828	)
Basic and Diluted
Loss Per Common Share		$	(0.00	)		$	(0.00	)
Weighted Average Number of
Common Shares Outstanding			10,000,000				8,916,667
The accompanying notes are an integral part of these unaudited condensed financial statements.

 

 

CALEMINDER, INC.
Condensed Statements of Cash Flows
(Unaudited)
		Three Months				Three Months
		Ended				Ended
		March 31,				March 31,
		2016				2015
OPERATING ACTIVITIES:
Net loss		$	(8,742	)		$	(10,828	)
Adjustments to reconcile net loss to net cash used in
operating activities:
Decrease in prepaid expenses			—				1,475
Increase in accounts payable			6,797				612
Net cash used in operating activities			(1,945	)			(8,741	)
FINANCING ACTIVITIES:
Proceeds from issuance of common stock			—				50,000
Proceeds from stockholder loans			6,900				—
Payment of loans from stockholder			—				(21,466	)
Net cash provided by financing activities			6,900				28,534
Net change in cash			4,955				19,793
Cash, Beginning of Period			270				3,542
Cash, End of Period		$	5,225			$	23,335
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

March 31, 2016

(Unaudited)

  

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 has not yet realized any revenues from its planned operations.

 

The Company’s principal operations will include an online reminder service. The Company plans to generate revenues through online advertising.

 

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.

 

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES 

 

Basis of Accounting

 

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

 

In the opinion of management, the accompanying unaudited condensed financial statements of Caleminder Inc. contain all adjustments necessary to present fairly the Company’s financial position as of March 31, 2016 and its results of operations and cash flows for the three months ended March 31, 2016. 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 March 31, 2016 are not necessarily indicative of the results to be expected for the full year.

 

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.

 

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 March 31, 2016.

 

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

 

The Company does not believe that there are any 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 March 31, 2016 and 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. As of March 31, 2016 the cumulative net operating loss carry-forward is approximately $75,000 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.

 

On February 9, 2015, the Company issued 2,500,000 shares of common stock for $50,000 as per a Registration Statement filed with the SEC, at an offering price of $0.02 per share.

 

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 financial statements have been prepared assuming that the Company will continue as a going concern. The Company has no revenues, and an accumulated deficit of approximately $75,000. This condition among others 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

 

As of March 31, 2016 and December 31, 2015, loans from the Company’s sole stockholder amounted to $18,564 and $11,664, respectively, and represent working capital advances. 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.

 

Corporate Backgroundand Business Overview

 

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

 

Users register with the system and enter these important dates as well as configure a variety of settings, including when they want to be notified, for example one month prior, two weeks prior, one week prior, etc. Currently the application is web based and not for a mobile download application.

  

Employees

 

Other than our current director and officer, we have no employees at March 31 2016 .

  

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 months ended March 31 2016

 

The Company did not generate any revenues from operations for the three months March 31, 2016

 

During the three months ended March 31 2016 .the operating expenses and the net losses were$8,742. 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 March 31 2016 was $5,225. Cash and cash equivalents from inception to date have been sufficient to provide the operating capital necessary to operate to date.

 

  

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 March 31 2016, 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 weaknesses:

 

•        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 March 31 2016 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 March 31 2016, the Company did not issue any shares of unregistered common stock.

  

Item 3. Defaults Upon Senior Securities.

 

None

 

Item 4. Mine Safety 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

May 13, 2016

/s/ Shira Halperin

Shira Halperin

CEO / Director and Internal Accounting Officer