SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
|
(Mark One)
|
||
|
[X]
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
For the quarterly period ended: March 31, 2011
|
||
|
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: 000-54074
|
||
 |
||
|
(Exact name of registrant as specified in its charter)
|
||
|
Nevada
|
26-0685980
|
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|
|
100 Spear Street, Suite 1410, San Francisco, CA
|
94105
|
|
|
(Address of principal executive offices)
|
(Zip Code)
|
|
|
510-552-2811
|
||
|
(Registrant's telephone number, including area code)
|
||
Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 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 a smaller reporting company)
|
Smaller reporting company [X]
|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)
Yes [] No [X]
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:
|
Common Stock, $0.001 par value
|
34,690,000 shares
|
|
(Class)
|
(Outstanding as of May 23, 2011)
|
MIMVI, INC.
Table of Contents
|
PART I – FINANCIAL INFORMATION
|
Page
|
|
Item 1. Financial Statements
Unaudited Financial Statements
|
|
|
Balance Sheets
|
3
|
|
Statements of Operations
|
4
|
|
Statements of Cash Flows
|
5
|
|
Notes to Financial Statements
|
6
|
|
Item 2. Management's Discussion and Analysis and Results of Operations
|
11
|
|
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4T. Controls and Procedures
|
12
|
|
PART II – OTHER INFORMATION
|
|
|
Item 1. Legal Proceedings
|
13
|
|
Item 1A. Risk Factors
|
13
|
|
Item 2. Unregistered Sales of Equity Securities
|
15
|
|
Item 3. Defaults Upon Senior Securities
|
15
|
|
Item 5. Other Information
|
15
|
|
|
|
|
SIGNATURES
|
PART I – FINANCIAL INFORMATION
MIMVI, INC.
(A Development Stage Company)
Balance Sheets
|
March 31,
|
December 31,
|
|||||||
|
2011
|
2010
|
|||||||
|
(unaudited)
|
(audited)
|
|||||||
|
Assets
|
||||||||
|
Current assets:
|
||||||||
|
Cash
|
$ | 7,658 | $ | - | ||||
|
Accounts receivable
|
- | 18,600 | ||||||
|
Prepaid expenses
|
661,783 | 20,466 | ||||||
|
Total current assets
|
669,441 | 39,066 | ||||||
|
Deposit
|
- | 7,104 | ||||||
|
Fixed assets, net
|
12,047 | 13,282 | ||||||
|
Total assets
|
$ | 681,488 | $ | 59,452 | ||||
|
Liabilities and Stockholders’ Equity (Deficit)
|
||||||||
|
Current liabilities:
|
||||||||
|
Accounts payable
|
$ | 639,622 | $ | 514,099 | ||||
|
Bank overdraft
|
- | 1,109 | ||||||
|
Total current liabilities
|
639,622 | 515,208 | ||||||
|
Total liabilities
|
639,622 | 515,208 | ||||||
|
Stockholders’ equity (deficit)
|
||||||||
|
Preferred stock, $0.001 par value, 50,000,000 shares authorized, 0 outstanding at March 31, 2011and December 31, 2010
|
||||||||
|
Common stock, $0.001 par value, 300,000,000 shares authorized, 34,630,000 and 32,910,000 shares issued and outstanding at March 31, 2011 and December 31, 2010, respectively
|
34,630 | 32,910 | ||||||
|
Additional paid-in capital
|
3,662,442 | 2,713,928 | ||||||
|
Common stock payable
|
- | 30,000 | ||||||
|
Deficit accumulated during development stage
|
(3,655,206 | ) | (3,232,594 | ) | ||||
|
Total stockholders’ equity (deficit)
|
41,866 | (455,756 | ) | |||||
|
Total liabilities and stockholders’ equity (deficit)
|
$ | 681,488 | $ | 59,452 | ||||
The accompanying notes are an integral part of these financial statements.
MIMVI, INC.
(A Development Stage Company)
Statements of Operations
Unaudited
|
Inception
|
||||||||||||
|
Three Months Ended
|
(August 7, 2007) to
|
|||||||||||
|
March 31,
|
March 31,
|
|||||||||||
|
2011
|
2010
|
2011
|
||||||||||
|
Revenue
|
$
|
27,720
|
$
|
-
|
$
|
46,320
|
||||||
|
Expenses:
|
||||||||||||
|
Executive compensation
|
-
|
-
|
10,000
|
|||||||||
|
Professional fees
|
228,563
|
-
|
1,110,926
|
|||||||||
|
Services-stock compensation
|
179,817
|
2,365,526
|
||||||||||
|
General and administrative expenses
|
41,952
|
8,493
|
215,074
|
|||||||||
|
Total expenses
|
450,332
|
8,493
|
3,701,526
|
|||||||||
|
Net loss
|
$
|
(422,612
|
)
|
$
|
(8,493
|
)
|
$
|
(3,655,206
|
)
|
|||
|
Weighted average number of
|
||||||||||||
|
common shares outstanding – basic
|
33,751,573
|
30,100,000
|
||||||||||
|
Net loss per share – basic
|
$
|
(0.01
|
)
|
$
|
(0.00
|
)
|
||||||
The accompanying notes are an integral part of these financial statements.
(A Development Stage Company)
Statements of Cash Flows
Unaudited
|
Inception
|
||||||||||||
|
For the three months ended March 31,
|
(August 7, 2007) to March 31,
|
|||||||||||
|
2011
|
2010
|
2011
|
||||||||||
|
Operating activities
|
||||||||||||
|
Net loss
|
$
|
(422,612)
|
$
|
(8,493)
|
$
|
(3,655,206)
|
||||||
|
Adjustments to reconcile net loss to
|
||||||||||||
|
net cash used by operating activities:
|
||||||||||||
|
Depreciation
|
1,235
|
-
|
3,744
|
|||||||||
|
Shares issued for executive compensation
|
-
|
-
|
10,000
|
|||||||||
|
Stock based compensation for services
|
179,817
|
553
|
2,365,526
|
|||||||||
|
Changes in operating assets and liabilities:
|
||||||||||||
|
Accounts receivable
|
18,600
|
-
|
-
|
|||||||||
|
Prepaid assets and deposits
|
26,204
|
-
|
(1,366)
|
|||||||||
|
Accounts payable and accrued liability
|
125,523
|
7,911
|
639,622
|
|||||||||
|
Net cash used by operating activities
|
(71,233)
|
(29)
|
(637,680)
|
|||||||||
|
Investing activities
|
||||||||||||
|
Purchase of property and equipment
|
-
|
-
|
(15,791)
|
|||||||||
|
Net cash used by investing activities
|
-
|
-
|
(15,791)
|
|||||||||
|
Financing activities
|
||||||||||||
|
Bank overdraft
|
(1,109)
|
-
|
-
|
|||||||||
|
Donated capital
|
-
|
-
|
37,629
|
|||||||||
|
Proceeds from issuances of common stock
|
80,000
|
-
|
623,500
|
|||||||||
|
Net cash provided by financing activities
|
78,891
|
-
|
661,129
|
|||||||||
|
Net increase (decrease) in cash
|
7,658
|
(29)
|
7,658
|
|||||||||
|
Cash – beginning
|
-
|
129
|
-
|
|||||||||
|
Cash – ending
|
$
|
7,658
|
$
|
100
|
$
|
7,658
|
||||||
|
Supplemental disclosures:
|
||||||||||||
|
Interest paid
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
|
Income taxes paid
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
|
Non-cash transactions:
|
||||||||||||
|
Increase in prepaid stock compensation
|
$
|
660,417
|
$
|
-
|
$
|
660,417
|
||||||
|
Retirement of 270,000,000 shares of common stock
|
-
|
9,000
|
14,000
|
|||||||||
|
Shares issued for executive compensation
|
$
|
-
|
$
|
-
|
$
|
10,000
|
||||||
|
Number of shares issued for executive compensation
|
-
|
-
|
300,000,000
|
|||||||||
The accompanying notes are an integral part of these financial statements.
MIMVI, INC.
Unaudited
Note 1 – Basis of presentation
The interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.
These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these interim financial statements be read in conjunction with the audited financial statements of the Company for the period ended December 31, 2010 and notes thereto included in the Company's annual report on Form 10-K. The Company follows the same accounting policies in the preparation of interim reports.
Results of operations for the interim periods are not indicative of annual results.
Note 2 – History and organization of the company
The Company was organized August 7, 2007 (Date of Inception) under the laws of the State of Nevada, as Fashion Net, Inc. On April 12, 2010, the Company changed its name to Mimvi, Inc. (“Mimvi”, the “Company,” “we” “us” or “our”) The Company was authorized to issue up to 75,000,000 shares of its common stock with a par value of $0.001 per share. On April 12, 2010, the Company had a 30 for 1 forward stock split. Additionally, the Company increased its authorized common stock to 300,000,000 and its authorized preferred stock to 50,000,000. All references in these financial statements to number of common shares, price per share and weighted average number of common shares outstanding have been adjusted to reflect the stock split on a retroactive basis, unless otherwise noted.
On February 1, 2010, Kasian Franks acquired 98.3% of the issued and outstanding stock of Fashion Net, Inc. from the former Chief Executive Officer of the Company. Subsequent to the closing of the Stock Purchase Agreement, on March 4, 2010 and June 30, 2010, Mr. Franks voluntarily cancelled 270,000,000 and 5,000,000 of his shares, respectively. (Refer to Note 5).
As part of the change in control of the Company, the Board of Directors determined that it was in the best interest of the Company to change the direction of its operating business. As part of the change of direction, the Company amended the Articles of Incorporation of the Company to change its name to “Mimvi, Inc.” This name change was approved by the shareholders and the Board of Directors of the Company.
Mimvi, Inc. is a technology company that develops advanced algorithms and technology for mobile app (application) and mobile Internet related technology and personalized search, recommendation and discovery services to the consumer and enterprise. Our personalization technology automates the organization of mobile content. In detail, not only does it automate the process of search, but importantly, the process of personalization, recommendation and discovery of content. Behind our technology is a unique, powerful and proprietary set of algorithms. These algorithms are optimized for various categories of content such as mobile apps, online video along with matching advertisng to social networking content and mobile content. Our personalization technology platform applies to all content. However, we focus our technology in the area of search, recommendation and discovery results for mobile apps, entertainment and educational videos of all kinds, including music videos. We focus our technology on a search, recommendation and discovery consumer destination Internet site for all of the world’s up and coming mobile apps. Mimvi also maintains social networking technology applied to the mobile Internet.
The Company continues to have limited operations and in accordance with Accounting Standards Codification (“ASC”) Topic 915 “Development Stage Entities”, the Company is considered a development stage company.
MIMVI, INC.
(A Development Stage Company)
Notes to Financial Statements
Unaudited
Note 3 - 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. As of March 31, 2010, the Company had an accumulated deficit of $3,655,206. 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. The Company is contemplating conducting an offering of its debt or equity securities to obtain additional operating capital. The Company is dependent upon its ability, and will continue to attempt, to secure equity and/or debt financing. There are no assurances that the Company will be successful and without sufficient financing it would be unlikely for the Company to continue as a going concern.
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. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.
Note 4 – Significant Accounting Policies
Basis of Presentation
The financial statements present the balance sheets and statements of operations, and cash flows of the Company. The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America.
Use of estimates
The preparation of financial statements in conformity with generally accepted accounting principles 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.
Loss per share
Net loss per share is provided in accordance with Statement of Financial Accounting Standards Board (“FASB”) ASC Topic 260 “Earnings Per Share”. Basic loss per share is computed by dividing losses available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. The Company had no dilutive common stock equivalents, such as stock options or warrants as of March 31, 2011.
Stock based compensation
We recognize stock-based compensation in accordance with ASC Topic 718 “Stock Compensation”, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including employee stock options and employee stock purchases related to an Employee Stock Purchase Plan based on the estimated fair values.
For non-employee stock-based compensation, we have adopted ASC Topic 505 “Equity-Based Payments to Non-Employees”, which requires stock-based compensation related to non-employees to be accounted for based on the fair value of the related stock or options or the fair value of the services on the grant date, whichever is more readily determinable in accordance with ASC Topic 718.
Recent Accounting Pronouncements
There have been no recent accounting pronouncements or changes in accounting pronouncements during the three months ended March 31, 2011, as compared to the recent accounting pronouncements described in our annual report on Form 10-K for the year ended December 31, 2010, that are of material significance, or have potential material significance, on our financial position, results of operations or cash flows.
MIMVI, INC.
(A Development Stage Company)
Notes to Financial Statements
Unaudited
Note 5 – Stockholders’ Equity (Deficit)
The Company was authorized to issue up to 75,000,000 shares of its common stock with a par value of $0.001 per share. On April 12, 2010, the Company amended its Articles of Incorporation to increase its authorized common stock to 300,000,000 and its authorized preferred stock to 50,000,000. The Company had a 30 for 1 forward stock split.
On August 7, 2007 the Company issued 10,000,000 shares of its $0.001 par value common stock as founders’ shares to an officer and director in exchange for services rendered valued at $10,000.
On August 13, 2007, an officer and director of the Company donated cash in the amount of $200. The entire amount was donated, is not expected to be repaid and is considered to be additional paid-in capital.
On September 13, 2007, an officer and director of the Company donated cash in the amount of $2,500. The entire amount was donated, is not expected to be repaid and is considered to be additional paid-in capital.
On October 19, 2007, an officer and director of the Company donated cash in the amount of $120. The entire amount was donated, is not expected to be repaid and is considered to be additional paid-in capital.
On November 9, 2007, an officer and director of the Company donated cash in the amount of $299. The entire amount was donated, is not expected to be repaid and is considered to be additional paid-in capital.
On February 22, 2008, an officer and director of the Company donated cash in the amount of $600. The entire amount was donated, is not expected to be repaid and is considered to be additional paid-in capital.
On March 7, 2008, an officer and director of the Company donated cash in the amount of $160. The entire amount was donated, is not expected to be repaid and is considered to be additional paid-in capital.
On April 16, 2008, an officer and director of the Company donated cash in the amount of $1,000. The entire amount was donated, is not expected to be repaid and is considered to be additional paid-in capital.
On April 17, 2008, the Company issued an aggregate of 5,100,000 shares of its $0.001 par value common stock for total cash of $8,500 in a private placement pursuant to Regulation D, Rule 505, of the Securities Act of 1933, as amended.
On December 31, 2009, a former officer and director agreed to assume $9,000 of accounts payable and notes payable of the Company. The entire amount is not expected to be repaid to the officer and director and is considered to be additional paid -in capital.
Effective March 4, 2010, the President voluntary cancelled 270,000,000 shares of his outstanding common stock of the Company which were canceled and returned to the pool of the Company’s authorized and unissued shares of common stock. Since the shares under this agreement have been cancelled without the exchange of consideration to reduce number of shares outstanding, the Company considered the change in capital structure from the cancellation agreement in substance a reverse stock split. In accordance with SAB Topic 4-C, the Company recorded the cancellation retroactively as a reduction to the par value of common stock with a corresponding increase to additional paid-in capital.
Effective June 30, 2010, the President voluntary cancelled 5,000,000 shares of his outstanding common stock of the Company which were canceled and returned to the pool of the Company’s authorized and unissued shares of common stock. Since the shares under this agreement have been cancelled without the exchange of consideration to reduce number of shares outstanding, the Company considered the change in capital structure from the cancellation agreement in substance a reverse stock split. In accordance with SAB Topic 4-C, the Company recorded the cancellation retroactively as a reduction to the par value of common stock with a corresponding increase to additional paid-in capital.
During the quarter ended September 30, 2010, the Company issued 800,000 shares of its common stock on various dates throughout the quarter through private placements. The shares were issued at $0.50 per share for an aggregate of $400,000.
During the quarter ended September 30, 2010, the Company issued 1,800,000 shares of its common stock on various dates throughout the quarter for services performed valued at $548,753.
MIMVI, INC.
(A Development Stage Company)
Notes to Financial Statements
Unaudited
Note 5 – Stockholders’ Equity (Deficit)
During the quarter ended December 31, 2010, the Company issued 210,000 shares of its common stock on various dates throughout the quarter through private placements. The shares were issued at $0.50 per share for an aggregate of $105,000.
During the quarter ended March 31, 2011, the Company issued 1,500,000 non forfeitable shares of its common stock for services to be performed valued at $750,000. As of March 31, 2010 $661,783 was classified as a prepaid.
During the quarter ended March 31, 2011, the Company issued 220,000 shares of its common stock on various dates throughout the quarter through private placements. The shares were issued at $0.50 per share for an aggregate of $110,000 of which $30,000 was received in the previous quarter.
Note 6 – Warrants and options
Warrants
In January 2010, the Company issued 5,000,000 warrants to consultants with the weighted average exercise price of the grants of $0.50. The vesting period on these grants was immediate. The fair value of these options was determined to be a nominal value. The value of these options estimated by using the Black-Scholes option pricing model with the following assumptions: expected life of 5 years; risk free interest rate of 2.44%; dividend yield of 0% and expected volatility of 25%. To account for such grants to non-employees, we recorded nominal stock compensation expense of $535.
Stock Option Plans
The Company's employee stock option plans (the "Plans") provide for the grant of non-statutory or incentive stock options to the Company's employees, officers, directors or consultants.
The 2010 Stock Incentive Plan provides for the grant of options to purchase shares of common stock, restricted stock, stock appreciation rights (“SARs”) and restricted stock units (rights to receive, in cash or stock, the market value of one share of our common stock). Incentive stock options (“ISOs”) may be granted only to employees. Nonstatutory stock options and other stock-based awards may be granted to officers, employees, non-employee directors and consultants. Subject to certain adjustments, 10,000,000 of our common stock have been authorized for issuance under the 2010 Stock Incentive Plan of which 2,812,500 shares were available for future grant at March 31, 2011. Shares authorized under the plan will be available for issuance pursuant to options or awards granted under the plan. The Company’s Board of Directors administers the Plans, selects the individuals to whom options will be granted, determines the number of options to be granted, and the term and exercise price of each option. Stock options granted pursuant to the terms of the Plans generally cannot be granted with an exercise price of less than 100% of the fair market value on the date of the grant. The term of the options granted under the Plans cannot be greater than 10 years. Options vest at varying rates generally over three to five years.
As approved by the Board of Directors, on November 3, 2010, the Company granted 7,187,500 stock options to certain officers and consultants of the Company at $0.45 per share. The term of these options are ten years. A total of 3,750,000 stock options valued at $1,575,000 vest immediately and 3,437,500 valued at $1,443,750 vest quarterly over a four year period. As of March 31, 2011, a total of 4,108,073 stock options valued at $1,728,702 had vested and the expense has been recorded as a stock based compensation. During the quarter ended March 31, 2011, $93,546 was recorded as stock based compensation. The remaining total of 3,294,271 options valued at $1,290,048 will vest quarterly over a four year period. The fair value of these options was estimated using the Black-Scholes option pricing model with the following assumptions: estimated expected life of 5 years; risk free interest rate of 1.11%; dividend yield of 0% and expected volatility of 164%.
MIMVI, INC.
(A Development Stage Company)
Notes to Financial Statements
Unaudited
Note 6 – Warrants and options (continued)
Stock Option Plans (continued)
The following table summarizes activity in the Company's stock option plans during the quarter ended March 31, 2011 and the years ended December 31, 2010 and 2009:
|
Number of
Shares
|
Weighted Average Price Per Share
|
|||||||
|
Balance at December 31, 2009
|
- | $ | - | |||||
|
Granted
|
7,187,500 | 0.45 | ||||||
|
Balance at December 31, 2010
|
7,187,500 | $ | 0.45 | |||||
|
Granted
|
- | - | ||||||
|
Balance at March 31, 2011
|
7,187,500 | $ | 0.45 | |||||
The following summarizes pricing and term information for options issued to consultants which are outstanding as of March 31, 2011:
|
Options Outstanding
|
Options Exercisable
|
||||||||||||
|
Range of Exercise Prices
|
Number Outstanding at March 31, 2011
|
Weighted Average Remaining Contractual
Life
|
Weighted Average Exercise Price
|
Number Exercisable at March 31, 2011
|
Weighted Average Exercise Price
|
||||||||
|
$
|
0.45
|
7,187,500
|
9.58
|
$
|
0.45
|
4,108,073
|
$
|
0.45
|
|||||
|
$
|
0.45
|
7,187,500
|
9.58
|
$
|
0.45
|
4,108,073
|
$
|
0.45
|
|||||
Note 7 – Related party transactions
On December 31, 2009, former President, Ms. Meadows agreed to assume an aggregate of $9,000 of our accounts payable and notes payable. The entire amount is not expected to be repaid to Ms. Meadows.
On January 15, 2010, Kasian Franks acquired from Ms. Evelyn Meadows an aggregate of 10,000,000 shares of common stock in a private transaction not involving the Company. By virtue of this transaction, Mr. Franks obtained a controlling 98.3% ownership interest in Fashion Net, Inc.
Effective April 15, 2010, the Company entered into a consulting agreement with Kasian Franks, the Company’s CEO, whereby the Company agreed to pay Mr. Franks $10,000 per month for his services. Mr. Franks was paid $56,000 and $0 for the quarter ending March 31, 2011 and 2010 respectively.
Effective May 6, 2010, the Company entered into a consulting agreement with Eric Stoppenhagen, CFO, through his consulting company Venor, Inc., whereby the Company agreed to pay Mr. Stoppenhagen $250 per hour for his services. Mr. Stoppenhagen was paid $40,095 for the quarter ending March 31, 2011. Mr. Stoppenhagen resigned his officer positions with the Company effective March 15, 2011 but still provides consultative services to the Company.
On November 3, 2010, as compensation for their services the board granted to Mr. Franks, our CEO, options to purchase 2,000,000 shares of our common stock at an exercise price of $0.45 valued at $840,000 and Mr. Stoppenhagen, our former CFO, options to purchase 1,750,000 shares of our common stock at an exercise price of $0.45 valued at $735,000, all options vest immediately.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
This Quarterly Report contains forward-looking statements about the Company’s business, financial condition and prospects that reflect management’s assumptions and beliefs based on information currently available. We can give no assurance that the expectations indicated by such forward-looking statements will be realized. If any of our management’s assumptions should prove incorrect, or if any of the risks and uncertainties underlying such expectations should materialize, the Company’s actual results may differ materially from those indicated by the forward-looking statements.
The key factors that are not within our control and that may have a direct bearing on operating results include, but are not limited to, acceptance of our services, our ability to expand our customer base, managements’ ability to raise capital in the future, the retention of key employees and changes in the regulation of our industry.
There may be other risks and circumstances that management may be unable to predict. When used in this Quarterly Report, words such as, "believes," "expects," "intends," "plans," "anticipates," "estimates" and similar expressions are intended to identify forward-looking statements, although there may be certain forward-looking statements not accompanied by such expressions.
Recently Issued Accounting Pronouncements
Refer to the financial statements note 1 “Summary of significant accounting policies” related to the impact of the adoption and issuance of recent accounting pronouncements.
Critical Accounting Policies
The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and related disclosures of contingent assets and liabilities in the financial statements and accompanying notes. The SEC has defined a company's critical accounting policies as the ones that are most important to the portrayal of the company's financial condition and results of operations, and which require the company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. We believe that our estimates and assumptions are reasonable under the circumstances; however, actual results may vary from these estimates and assumptions. We have identified in Note 4 - " Significant Accounting Policies" to the Financial Statements of this document certain critical accounting policies that affect the more significant judgments and estimates used in the preparation of the financial statements.
Quarter Ended March 31, 2011 Compared with Quarter Ended March 31, 2011
Revenue
Our revenues were $27,720 for the quarter ended March 31, 2011 compared to zero for the quarter ended March 31, 2010, an increase of $27,720. During 2010, we commenced our business. The revenue consisted of enterprise consulting revenue.
Cost of Revenue and Gross Profits
Our gross profit for the quarter ended March 31, 2011 was $27,720 compared to zero for the quarter ended March 31, 2010.
Expenses
Expenses increased to $450,332 for the quarter ended March 31, 2011, compared to $8,493 for the quarter ended March 31, 2010, an increase of $441,839. In 2010, we commenced our current business. The increase is primarily due to $228,563 in professional fees and $179,817 related to stock compensation expense. Our expenses incurred from inception was $3,655,206
Liquidity and Capital Resources
As of March 31, 211, we had limited cash of $7,658 and $661,783 of total prepaid, prepaid stock compensation of $660,417 and $1,366 cash prepaid. We had total current liabilities of $639,622. The latter represents the total amount of debts and liabilities that we owed. Thus, we have limited funds to pay our currently due debts and liabilities. Should one or more of our creditors seek or demand payment, we are not likely to have the resources to pay or satisfy any such claims. Thus, we face risk of defaulting on our obligations to our creditors with consequential legal and other costs adversely impacting our ability to continue our existence as a corporate enterprise.
Our insolvent financial condition also may create a real risk that we may be forced to file for protection under applicable bankruptcy laws or state insolvency statutes. We also may face the risk that a receiver may be appointed. We face that risk and other risks resulting from our precarious financial condition.
For these and other reasons, we anticipate that unless we can obtain sufficient capital from an outside source and do so in the very near future, we may be unable to continue to operate as a corporation, continue to meet our filing obligations under the Securities Exchange Act of 1934, or otherwise satisfy our obligations to our stock transfer agent, our accountants, our legal counsel, our EDGAR filing agent, and many others.
For these and other reasons, our management recognizes the adverse difficulties and continuing severe challenges we face. Apart from the limited funds that we have received there can be no assurance that we will receive any financing or funding from any source or if any financing should be obtained, that existing shareholders will not incur substantial, immediate, and permanent dilution of their existing investment.
As of March 31, 2011 and December 31, 2010, the Company had assets equal to $681,488 and $59,452, respectively, which comprised mainly of accounts receivable, prepaid expenses, and fixed assets. The Company's current liabilities as of March 31, 2011 and December 31, 2010 were $639,622 and $515,208, respectively, comprised primarily of accounts payable.
The following is a summary of the Company's cash flows provided by (used in) operating, investing, and financing activities for the quarters ended March 31, 2011 and 2010:
|
Quarters Ended March 31,
|
||||||||
|
2011
|
2010
|
|||||||
|
Operating Activities
|
$
|
(71,233
|
)
|
$
|
(29
|
)
|
||
|
Investing Activities
|
-
|
-
|
||||||
|
Financing Activities
|
78,891
|
-
|
||||||
|
Net Effect on Cash
|
$
|
7,658
|
$
|
(29)
|
||||
The Company currently has nominal assets and minimal sources of revenues. The Company is dependent upon the receipt of capital investment or other financing to fund its ongoing operations and to execute its business plan. If continued funding and capital resources are unavailable at reasonable terms, the Company may not be able to implement its plan of operations. Our financial statements indicate that without additional capital, there is substantial doubt as to our ability to continue as a going concern.
Going Concern Uncertainties
We currently have minimal sources of operating revenue, and have only limited working capital with which to pursue our business plan. The amount of capital required to sustain operations until the successful completion of a business combination is subject to future events and uncertainties. It may be necessary for us to secure additional working capital through loans or sales of common stock, and there can be no assurance that such funding will be available in the future. These conditions raise substantial doubt about our ability to continue as a going concern. Our auditor has issued a "going concern" qualification as part of their opinion in the Audit Report for the year ended December 31, 2010.
Capital Expenditures
We have not incurred any material capital expenditures.
Commitments and Contractual Obligations
As a "smaller reporting company" as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.
Off-Balance Sheet Arrangements
We have not entered into 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 would be considered material to investors.
Item 3 Quantitative and Qualitative Disclosures About Market Risk.
As a "smaller reporting company" as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
Item 4 Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our president and our chief financial officer, carried out an evaluation of the effectiveness of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 (the "Exchange Act") Rules 13a-15(e) and 15-d-15(e)) as of the end of the period covered by this report (the "Evaluation Date"). Based upon that evaluation, our President and our Chief Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures are not effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms and (ii) is accumulated and communicated to our management, including our President and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There were no changes in our internal controls over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
To the best knowledge of our officer and director, the Company is not a party to any legal proceeding or litigation.
Item 1A. Risk Factors.
The following important factors, and the important factors described elsewhere in this report or in our other filings with the SEC, could affect (and in some cases have affected) our results and could cause our results to be materially different from estimates or expectations. Other risks and uncertainties may also affect our results or operations adversely. The following and these other risks could materially and adversely affect our business, operations, results or financial condition.
An investment in the Company is highly speculative in nature and involves an extremely high degree of risk. A prospective investor should consider the possibility of the loss of the investor's entire investment and evaluate all information about us and the risk factors discussed below in relation to his financial circumstances before investing in us.
Risks Related to the Company's Operations
It has limited financial resources and is dependent on raising additional funds to support future operations.
As of March 31, 2011, we have $7,658 of cash and $669,441 in total current assets and we had total current liabilities of $639,622. The latter represents the total amount of debts and liabilities that we owed and which are due for payment within 12 months of March 31, 2011. We have limited funds to pay current debts and liabilities. Should one or more of our creditors demand immediate payment, we are not likely to have the resources to pay or satisfy any such claims. If the Company cannot raise additional funds it could face a risk of insolvency.
We have incurred continued operating losses and we lack a history of operations upon which an investor can assess our business and plans.
We incurred $422,612 in net losses during the quarter ending March 31, 2011 and $3,655,206 in cumulative net losses from inception (August 7, 2007) to March 31, 2011. As a development-stage or "start-up" company we anticipate that we will likely incur significant additional losses in the future as well. We do not have any significant revenue-producing operations and we continue to incur costs and expenses for the development of our technology, administrative costs, and other expenses. Further, because we are entering a new business, we lack a substantial operating history on which to base our anticipated expenses and revenues. There is no assurance that we will be successful or that we will be profitable or achieve positive cash flow in the future.
Qualified Auditor's Opinion: Going Concern.
Our independent public accountants issued a qualified opinion on our financial statements for the year ended December 31, 2010 with respect to uncertainties concerning our ability to continue as a going concern.
Our Common Stock is Subordinate to Existing and Future Debt.
All of our common stock is and will remain subordinate to the claims of our existing and future creditors. As of March 31, 2011, we had $639,622 shown as total liabilities on our balance sheet. These existing claims together with likely additional debts, obligations, and other commitments that we give to others in the future, will be superior to any rights and interests of our stockholders.
Significant Control of the Company is held by management.
Our present directors and officers hold the power to vote an aggregate of about 36.9% of our common shares as of March 31, 2011. As a result, any person who acquires our common shares will likely have little or no ability to influence or control the Company.
Due to a limited public market our Common Stock may not be easily sold.
There is a limited trading market for our common shares, and there is no guarantee that a continuous liquid trading market will subsequently develop. All of our common shares are traded only on the OTC Bulletin Board and the OTCQB and there can be no assurance that the common shares will ever gain any liquid trading volumes in any other market or gain listing on any stock exchange.
Our business is difficult to evaluate because we have no recent operating history.
As the Company has no recent operating history or minimal revenue, there is a risk that we will be unable to continue as a going concern. We will, in all likelihood, sustain operating expenses without corresponding revenues.
Our stock price is likely to be highly volatile because of several factors, including a limited public float.
The market price of our stock is likely to be highly volatile because there has been a relatively thin trading market for our stock, which causes trades of small blocks of stock to have a significant impact on our stock price. You may not be able to rebuy or resell our common stock easily following periods of volatility because of the market's reaction to volatility.
Other factors that could cause such volatility may include, among other things:
|
·
|
announcements concerning our strategy,
|
|
·
|
litigation; and
|
|
·
|
general market conditions.
|
Because our common stock is considered a "penny stock" any investment in our common stock is considered to be a high-risk investment and is subject to restrictions on marketability.
Our common stock is currently traded on the OTC Bulletin Board and the OTCQB and is considered a "penny stock." The OTC Bulletin Board and the OTCQB is generally regarded as a less efficient trading market than the NASDAQ Capital Market.
The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in "penny stocks." Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the SEC, which specifies information about penny stocks and the nature and significance of risks of the penny stock market. The broker-dealer also must provide the customer with bid and offer quotations for the penny stock, the compensation of the broker-dealer and any salesperson in the transaction, and monthly account statements indicating the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that, prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our common stock.
Since our common stock is subject to the regulations applicable to penny stocks, the market liquidity for our common stock could be adversely affected because the regulations on penny stocks could limit the ability of broker-dealers to sell our common stock and thus your ability to sell our common stock in the secondary market. There is no assurance our common stock will be quoted on NASDAQ or the NYSE or listed on any exchange, even if eligible.
The Company may issue more shares which will result in substantial dilution.
Our Certificate of Incorporation authorizes the issuance of a maximum of 300,000,000 shares of common stock and 50,000,000 preferred shares. Our Board of Directors has the power to issue any or all of such authorized but unissued shares without stockholder approval. To the extent that additional shares of common stock or preferred stock are issued, dilution to the interests of our stockholders will occur and the rights of the holders of common stock might be materially and adversely affected.
FINRA sales practice requirements may also limit a stockholder's ability to buy and sell our stock.
In addition to the “penny stock” rules described above, the Financial Industry Regulatory Authority (FINRA) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, the FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.
Our internal controls may be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by the board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
You may not be able to sell your shares in our company because there is no public market for our stock.
The current and potential market for our common stock is limited. In the absence of being listed, no market is available for investors in our common stock to sell their shares. We cannot guarantee that a meaningful trading market will develop.
The trading price of our common stock could be subject to wide fluctuations in response to various events or factors, many of which are beyond our control. In addition, the stock market may experience extreme price and volume fluctuations, which, without a direct relationship to the operating performance, may affect the market price of our stock.
Currently there is no liquid market for our common stock, nor have we ever paid dividends on our common stock.
There is no liquid trading market for our common stock and none is expected to develop in the foreseeable future unless. Additionally, we have never paid dividends on our common stock and do not presently intend to pay any dividends in the foreseeable future. We anticipate that any funds available for payment of dividends will be re-invested into the Company to further its business strategy.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
None.
Item 4. (Removed and Reserved).
None.
|
ITEM 6.
|
Exhibits
|
||
|
31
|
Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
||
|
32
|
Certification of the Company’s Chief Executive Officer and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
||
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.
|
MIMVI, INC.
|
||
|
Date: May 23, 2011
|
/s/ KASIAN FRANKS
|
|
|
Name: Kasian Franks
|
||
|
Title: Chief Executive Officer and Chief Financial Officer
|
||
EXHIBIT INDEX
|
Exhibit
|
Description
|
||
|
31
|
Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
||
|
32
|
Certification of the Company’s Chief Executive Officer and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|