UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-K

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þ

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

 

For the fiscal year ended:December 31, 20122014


OR

 

o

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:000-54129

 

FONA, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

41-168354826-4369698

(State or Other Jurisdiction

(I.R.S. Employer

of Incorporation or Organization)

Identification No.)


2575 Pearl St, #220, Boulder, Colorado 803021026 Anaconda Drive, Castle Rock, CO 80108

(Address of Principal Executive Offices)

  

  

Registrant’s telephone number, including area code:(303) 499-6000513-3510

 

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.001 par value

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o   No þ


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes o   No þ


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 o


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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ   No o


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  þ


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.

 

Large accelerated filer

o

Accelerated filer

o

Non-accelerated filer

o

Smaller reporting company

þ

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).   þ Yes   o No


The aggregate market value of the voting and non-voting common equitystock held by non-affiliate computed by reference tonon-affiliates of the price at which the common equityRegistrant as of December 31, 2014 was last sold$352,924 based on the average bid and askedclosing price of such common equity, as ofon the last business day of the registrant’s most recently completed fiscal quarter: There is no quoted market for registrant’s common stock.trading prior to December 31, 2014.


Shares outstanding as of March 15, 2013December 31, 2014 was approximately 7,894,111 shares of common stock, $.001 par value.


DOCUMENTS INCORPORATED BY REFERENCE:   None

 

 




 


Cautionary Statement Regarding Forward-Looking Information


This report includes “forward-looking statements” that are subject to risks, uncertainties and other factors, including the risk that the Mergers will not be consummated, as the Mergers are subject to certain closing conditions.  All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including statements regarding the expected timing of the completion of the mergers and to complete the mergers considering the various closing conditions; continued compliance with government regulations, changing legislation or regulatory environments; any statements of expectation or belief and any statements of assumptions underlying any of the foregoing. These risks, uncertainties and other factors, and the general risks associated with the businesses of the Company described in the reports and other documents filed with the SEC, could cause actual results to differ materially from those referred to in the forward-looking statements.  The Company cautions readers not to rely on these forward-looking statements.  All forward-looking statements are based on information currently available to the Company and are qualified in their entirety by this cautionary statement.  The Company anticipates that subsequent events and developments may cause its views to change.  The information contained in this report speaks as of the date hereof and the Company has or undertakes no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise unless required by law.



PART I


ITEM 1. BUSINESS


Fona, Inc.(the "registrant" or "Company") was incorporated under the laws of the state of Minnesota in November 1990 under the name Fonahome Corporation. On March 24, 2009, the Company reincorporated in the state of Nevada and merged with its wholly-owned subsidiary, Fona, Inc., adopting the surviving company’s name, Fona, Inc. The Company was originally formed to develop and market an interactive information and advertising service.


Since December 1999, the Company has had no significant business operations other than licensing its internet-based Rent411 services to Desfaire, Inc. a company controlled by Nick T. Boosalis, a former officer and director of the Company. During the nine-year period ended December 31, 2007, the Company’s aggregate revenues were approximately $409,000 consisting of license fees paid by Desfaire, Inc. and its aggregate operating losses were approximately $200,000. Approximately $454,000 of the Company’s expenses during the nine-year period related to fees paid to third parties to provide the Rent411 services.


The Company has opted to become a "blank check" company and to further engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions.


On March 3, 2009, the Company held a shareholder meeting approving the Stock Purchase Agreement and an Agreement and Plan of Merger effectively changing the name of the Company to Fona Inc., a Nevada corporation (“Re-incorporation Merger”) and simultaneously adopting the capital structure of Fona Inc., which includes total authorized capital stock of 800,000,000 shares, of which 780,000,000 are common stock and 20,000,000 are blank check preferred stock. The preferred stock may be issued from time to time in one or more series with such designations, preferences and relative participating, optional or other special rights and qualifications, limitations or restrictions there of, as shall be stated in the resolutions adopted by the Corporation’s Board providing for the issuance of such preferred stock or series thereof.






On March 3, 2009, the shareholders also approved and ratified a January 22, 2008 Assignment Agreement under which the Company assigned the software and other rights relating to its Rent411 services, including the license with Desfaire, Inc. and substantially all of its worldwide copyrights, trademarks and other assets, consisting of fully depreciated office equipment and furniture with nominal market value, to The Boosalis Group, Inc., a company owned by Nick T. Boosalis, in consideration for which The Boosalis Group, Inc. assumed outstanding indebtedness of the Company totaling $34,714 and the issuance of a total of 1,980,834 shares of the Company’s common stock, including: 498,237 shares approved in December 2007 and 39,957 in December 2008 to Nick T. Boosalis for forgiveness of loans to the Company totaling $80,729;in the aggregate principal amount of $74,735 and $5,994, respectively; 322,047 shares approved in December 2007 to Richard Dillion,Dillon, a former officer and director of the Company, for forgiveness of loans to the Company totaling $48,307; and 1,100,000 shares approved in December 2007 to Desfaire, Inc. for a cash payment of $11,000 and the payment on behalf of the Company of software development costs of more than $125,000.


On March 24, 2009, the Articles of Merger of Fonahome Corporation, a Minnesota Corporation, into Fona, Inc., a Nevada Corporation, were filed with the Nevada Secretary of State.


On April 1, 2009, the Board of Directors approved the issuance of 3,954,950 shares of our common stock (representing 50.1% of our outstanding shares of common stock following the issuance of such stock), including 1,977,475 shares issued to each of Sanford Schwartz and Michael Friess, each subsequently elected an officer and director of the Company, in consideration for the payment by each of $10,000, $5,000 paid in cash and $5,000 paid by the issuance to the Company of a promissory note. The notes were paid in May, 2009. On April 1, 2009, following the stock issuances to Mr. Schwartz and Mr. Friess, there were 7,894,111 outstanding shares of our common stock.


On April 22, 2009, the Board of Directors accepted the resignation of Nick T Boosalis and appointed Michael Friess as President, CEO, and Chairman of the Board, Sanford Schwartz as Vice President and a director, and Chloe DiVita as Secretary, Treasurer, CFO and a director of the Company.


On June 6, 2014, Evolutionary Genomics, Inc. (“Evolutionary Genomics”) entered into a Securities Purchase Agreement (the “First SPA”) whereby Michael Friess, the former Chairman of the Board, President and Chief Executive of the Company and Sanford Schwartz, member of the Company’s Board of Directors, agreed to sell, and Evolutionary Genomics, agreed to purchase, 366,000 shares of Common Stock from each of Messrs. Friess and Schwartz for an aggregate purchase price consideration of $145,000.  The First SPA further gave Evolutionary Genomics an option to purchase an additional 1,611,475 shares of Common Stock from each of Messrs. Friess and Schwartz for an aggregate purchase price consideration of $10,000 (the “Friess-Schwartz Option”).

In conjunction with the First SPA, Evolutionary Genomics entered into a Securities Purchase Option Agreement with Nick Boosalis, a shareholder of the Company, Desfaire, Inc., a Minnesota corporation and affiliate of Nick Boosalis, and The Boosalis Group, Inc., a Minnesota corporation and also an affiliate of Nick Boosalis, for the purchase of an option to acquire an aggregate of 2,252,233 shares of Common Stock (the “Boosalis Option”).  


On October 1, 2014, Evolutionary Genomics entered into a Securities Purchase Agreement (the “Second SPA”) with Michael Friess, Sanford Schwartz, Nick Boosalis, Desfaire, Inc. and The Boosalis Group, Inc., pursuant to which, in consideration of $110,000, Evolutionary Genomics purchased, in the aggregate, 5,201,423 shares (the “Shares”) of the Company’s Common Stock.  Mr. Warnecke, the Company’s Chief Financial Officer, Treasurer Secretary and a Director prior to the Second SPA, is the Chief Executive Officer of Evolutionary Genomics and holder of 782,539 shares of the Series B-2 Preferred Stock, representing 64.2% of the issued and outstanding shares of preferred stock of Evolutionary Genomics, and 1,032,780 shares of commons stock, or 26.8% of the issued and outstanding common stock of Evolutionary Genomics.  As a result of the Second SPA, there was a change in control of the Company.  Evolutionary Genomics currently owns 5,933,423 shares of the Company’s Common Stock, or 75.16%.


Other than the consummation of the Amended and Restated Agreement and Plan of Merger dated March 2, 2015 by and among Evolutionary Genomics, EG I, LLC, a Colorado limited liability company, the Company, Fona Merger Sub, Inc., a Delaware corporation and Fona Merger Sub, LLC, a Colorado limited liability company (the “Merger Agreement”), there are no plans or proposals which relate to, or could result in, a further change in control at this time.  The Company and the Board may, at any time and from time to time, review or reconsider their position, change their purpose or formulate plans or proposals with respect to a change in control.






Following the closing of the Second SPA, (i) Virginia Orndorff and Mark Boggess were appointed as directors of the Company, (ii) Messrs. Friess and Schwartz’s voluntarily resigned as officers and directors of the Company, (iii) Steve B. Warnecke, the Company’s Chief Financial Officer, was appointed the Company’s President, Chief Executive Officer and Chairman of the Board and (iv) Walter Messier was appointed the Company’s Secretary and Treasurer.  Further, on October 1, 2014 as a part of the Second SPA the Friess-Schwartz Option and the Boosalis Option were cancelled.


Since December 2007, the Company has had insignificant operations. As such, the Company may presently be defined as a "shell" company, whose sole purpose at this time is to locate and consummate a merger or acquisition with a private entity.





The Company has opted to register its common stock pursuant to section 12(g) of the Securities Exchange Act of 1934 in an effort to maximize shareholder value. The best use and primary attraction of the Company as a merger partner or acquisition vehicle will be its status as a reporting public company. Any business combination or transaction is expected to result in a significant issuance of shares and substantial dilution to present stockholders of the Company.


The proposed business activities described herein classify the Company as a "blank check" company. Many states have enacted statutes, rules and regulations limiting the sale of securities of "blank check" companies in their respective jurisdictions. Management does not intend to undertake any additional offerings of the Company's securities, either debt or equity, until such time as the Company has successfully implemented its business plan described herein.


The Company maintains headquarters at the office of its President.Chief Executive Officer. The Company’sCompany does not maintain a Web site iswww.fonainc.com.site. The Company is not required to deliver an annual report to security holders and at this time does not anticipate the distribution of such a report. The Company will file reports with the SEC.


The public may read and copy any materials the Company files with the SEC in the SEC’s Public Reference Section, Room 1580, 100 F Street N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Section by calling the SEC at 1-800-SEC-0330. Additionally, the SEC maintains an Internet site that contains reports, proxy, and information statements, and other information regarding issuers that file electronically with the SEC, which can be found athttp://www.sec.gov.


GENERAL BUSINESS PLAN


At this time, the Company's purpose isCompany' intends to execute on the transactions contemplated in the Amended and Restated Agreement and Plan of Merger dated March 2, 2015.  There can be no guarantee that those transactions will be completed.  If those transactions are not completed the Company will seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to it by persons or firms who seek or which desire to seek the perceived advantages of an Exchange Act registered corporation. The Company will not restrict its search to any specific business, industry, or geographical location and the Company may participate in a business venture of virtually any kind or nature. This discussion of the proposed business is intentionally general and is not meant to be restrictive of the Company's virtually unlimited discretion to search for and enter into potential business opportunities. Management anticipates that it may be able to participate in only one potential business venture because the Company has nominal assets and limited financial resources. See "FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA." This lack of diversification should be considered a substantial risk to shareholders of the Company because it will not permit the Company to offset potential losses from one venture against gains from another.


The Company may seek a business opportunity with entities which have recently commenced operations, or which wish to utilize the public marketplace in order to raise additional capital in order to expand into new products or markets, to develop a new product or service, or for other corporate purposes. The Company may acquire assets and establish wholly-owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.

The Company intends to advertise and promote the Company privately. The Company has not yet prepared any notices or advertisements.


The Company anticipates that the selection of a business opportunity in which to participate will be complex and extremely risky. Due to general economic conditions, rapid technological advances being made in some industries and shortages of available capital, management believes that there are numerous firms seeking the perceived benefits of a publicly registered corporation. Such perceived benefits may include facilitating or improving the terms on which additional equity financing may be sought, providing liquidity for incentive stock options or similar benefits to key employees, providing liquidity (subject to restrictions of applicable statutes), for all shareholders and other factors.


The Company has, and will continue to have, little or no capital with which to provide the owners of business opportunities with any significant cash or other assets. However, management believes the Company will be able to offer owners of acquisition candidates the opportunity to acquire a controlling ownership interest in a publicly registered company without incurring the cost and time required to conduct an initial public offering. The owners of the business opportunities will, however, incur significant legal and accounting costs, in connection with the acquisition of a business opportunity, including the costs of preparing Form 8-K's, 10-K's and 10-Q's, agreements and related reports and documents. The Securities Exchange Act of 1934 (the "Exchange Act"), specifically requiresWith limited resources, the Company relies on advances from its largest shareholder, Evolutionary Genomics, Inc. to fund those costs.  There can be no guarantee that Evolutionary Genomics, Inc. will continue to make such advances.






Evolutionary Genomics, LLC was formed on May 1, 2000 as a Colorado limited liability company for the purpose of developing and implementing a unique approach to identification of genes that control commercially valuable traits in crop plants and for use in human healthcare. On June 6, 2007, Evolutionary Genomics, LLC entered into a merger agreement with Evolutionary Genomics, Inc., a Delaware Corporation and Evolutionary Genomics Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of Evolutionary Genomics, Inc. resulting in Evolutionary Genomics, Inc. becoming the surviving entity. The merger became effective on July 31, 2007. Virginia Orndorff was Chief Executive Officer of Evolutionary Genomics through November 17, 2010 when Steve B. Warnecke was appointed by the Board of Directors as Chief Executive Officer. Ms. Orndorff remains as a member of the Board of Directors of Evolutionary Genomics.


EG I is a Colorado limited liability company formed on September 1, 2010. Combining both class A and class B interests, Evolutionary Genomics has 15.5% of the total 2,496,000 interests of EG I. The class A interests are entitled to receive 100% return of capital prior to any merger or acquisition candidate complydistribution to class B interests. EG I was formed to engage in research and commercialization of agricultural genetics and to engage in any related lawful business permitted by the Colorado Limited Liability Act. Evolutionary Genomics entered into a License and Service Agreement on October 14, 2010 with all applicable reporting requirements,EG I under which include providing audited financial statements to be included within the numerous filings relevant to complyingEvolutionary Genomics will license certain patents, provide intellectual property and perform research services with the Exchange Act. The officers and directorsgoal of the Company have not conducted market research and are not aware of statistical data which would support the perceived benefits of a merger or acquisition transactionidentifying genes for the ownersbreeding, improvement and development of a business opportunity.


The analysis of new business opportunities will be undertaken by, or under the supervision of, the officers and directors of the Company. Management intends to concentrate on identifying preliminary prospective business opportunities, which may be brought to its attention through present associations of the Company's officers and directors. In analyzing prospective business opportunities, management will consider such matters as the available technical, financial and managerial resources; working capital and other financial requirements; history of operations, if any; prospects for the future; nature of present and expected competition; the quality and experience of management services which may be available and the depth of that management; the potential for further research, development, or exploration; specific risk factors not now foreseeable but which then may be anticipated to impact the proposed activities of the Company; the potential for growth or expansion; the potential for profit; the perceived public recognition of acceptance of products, services, or trades; name identification; and other relevant factors The Company will not acquire or merge with any company for which audited financial statements cannot be obtained prior to the closing of the proposed transaction.


The officers of the Company have limited experience in managing companies similar to the Company and shall rely upon their own efforts, in accomplishing the business purposes of the Company. The Company may from time to time utilize outside consultants or advisors to effectuate its business purposes described herein. No policies have been adopted regarding use of such consultants or advisors, the criteria to be used in selecting such consultants or advisors, the services to be provided, the term of service, or regarding the total amount of fees that may be paid. However, because of the limited resources of the Company, it is likely that any such fee the Company agrees to pay would be paid in stock and not in cash.


The Company will not restrict its search for any specific kind of firms, but may acquire a venture which is in its preliminary or development stage, which is already in operation, or in essentially any stage of its corporate life. It is impossible to predict at this time the status of any business in which the Company may become engaged, in that such business may need to seek additional capital, may desire to have its shares publicly traded, or may seek otherperceived advantages which the Company may offer. However, the Company does not intend to obtain funds in one or more private placements to finance the operation of any acquired business opportunity until such time as the Company has successfully consummated such a merger or acquisition.


It is anticipated that the Company will require approximately $40,000 during the next 12 months to implement its business plan described herein. The Company has limited capital with which to pay these anticipated expenses. It is the intent of management to provide the working capital necessary to support and preserve the integrity of the Company but there is no legal obligation for management to provide any additional funding to the Company. The Company has not identified any alternative sources and there is substantial doubt about the Company’s ability to continue as a going concern.soybean plants.


COMPETITION


TheIf the merger is not consummated, the Company will remain an insignificant participant among the firms which engage in the acquisition of business opportunities. There are many established venture capital and financial concerns which have significantly greater financial and personnel resources and technical expertise than the Company. In view of the Company's extremely limited financial resources and limited management availability, the Company will continue to be at a significant competitive disadvantage compared to the Company's competitors.






ITEM 1A. RISK FACTORS


A.Conflicts of Interest. There are certain conflicts of interest between us, and our officers and directors. They have other business interests to which they currently devote attention,directors and are expected to continue to do so.our majority shareholder, Evolutionary Genomics, Inc. As a result, conflicts of interest may arise that can be resolved only through their exercise of judgment in a manner which is consistent with their fiduciary duties to the Company.


It is anticipated that our principal shareholders may actively negotiate or otherwise consent to the purchase of all or a portion of their common stock as a condition to, or in connection with, a proposed merger or acquisition transaction. In this process, our principal shareholders may consider their own personal pecuniary benefit rather than the best interests of our other shareholders, and the other shareholders are not expected to be afforded the opportunity to approve or consent to any particular stock buy-out transaction.


B.Need for Additional Financing. We have very limited funds, and such funds are unlikely to be adequate to take advantage of any available business opportunities. Even if our funds prove to be sufficient to acquire an interest in, or complete a transaction with, a business opportunity, we may not have enough capital to exploit the opportunity. Our ultimate success may depend upon our ability to raise additional capital. We have not investigated the availability, source, or terms that might govern the acquisition of additional capital and will not do so until we determine a need for additional financing.


If additional capital is needed, there is no assurance that funds will be available from any source or, if available, that they can be obtained on terms acceptable to us. If such funds are not available, our operations will be limited to those that can be financed with our modest capital.


C.Regulation of Penny Stocks. Our securities when available for trading, will be subject to a Securities and Exchange Commission rule that imposes special sales practice requirements upon broker-dealers who sell such securities to persons other than established customers or accredited investors. For purposes of the rule, the phrase "accredited investors" means, in general terms, institutions with assets in excess of $5,000,000, or individuals having a net worth in excess of $1,000,000 or having an annual income that exceeds $200,000 (or that, when combined with a spouse's income, exceeds $300,000). For transactions covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser's written agreement to the transaction prior to the sale. Consequently, the rule may affect the ability of broker-dealers to sell our securities and also may affect the ability of our shareholders in this offering to sell their securities in any market that might develop.






Shareholders should be aware that, according to Securities and Exchange Commission Release No. 34-29093, the market for penny stocks has suffered from patterns of fraud and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) "boiler room" practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (iv) excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. The Company's management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities.


D.No Operating History or Revenue and Minimal Assets. The Company has had no operating history nor any revenues or earnings from operations since 1999. The Company has no significant assets or significant financial resources. The Company will, in all likelihood, sustain operating expenses without corresponding revenues, at least until the consummation of a business combination. This may result in the Company incurring a net operating loss which will increase continuously until the Company can consummate a business combination with a profitable business opportunity. There is no assurance that the Company can identify such a business opportunity and consummate such a business combination.






E.No Assurance of Success or Profitability. There is no assurance that we will consummate the transactions contemplated in the Amended and Restated Agreement and Plan of Merger dated March 2, 2015 or acquire aany other business opportunity. Even if we should become involved in a business opportunity, there is no assurance that it will generate revenues or profits, or that the market price of our common stock will be increased thereby.


F.Possible Business - Not Identified and Highly Risky. We have not identified and have no commitments to enter into or acquire a specific business opportunity. Therefore we can disclose the risks and hazards of a business or opportunity that we may enter into in only a general manner, and cannot disclose the risks and hazards of any specific business or opportunity. An investor can expect a potential business opportunity to be quite risky. Our acquisition of or participation in a business opportunity will likely be highly illiquid and could result in a total loss to us and our shareholders if the business or opportunity proves to be unsuccessful.


G.Type of Business Acquired. The type of business to be acquired may be one that desires to avoid affecting its own public offering and the accompanying expense, delays, uncertainties, and federal and state requirements which purport to protect investors. Because of our limited capital, it is more likely than not that any acquisition will involve other parties whose primary interest is the acquisition of control of a publicly traded company. Moreover, any business opportunity acquired may be currently unprofitable or present other negative factors.


H.Impracticability of Exhaustive Investigation. Our limited funds and the lack of full-time management will likely make it impracticable to conduct a complete and exhaustive investigation and analysis of a business opportunity before we commit to such opportunity. Management decisions, therefore, will likely be made without detailed feasibility studies, independent analysis, market surveys and the like, which, if we had more funds, would be desirable. We will be particularly dependent in making decisions upon information provided by the promoter, owner, sponsor, or others associated with the business opportunity seeking our participation. A significant portion of our available funds may be expended for investigative expenses and other expenses related to preliminary aspects of completing an acquisition transaction, whether or not any business opportunity investigated is eventually acquired.


I.Lack of Diversification. Because of our limited financial resources, it is unlikely that we will be able to diversify our acquisitions or operations. This probable inability to diversify our activities into more than one area will subject us to economic fluctuations within a particular business or industry and therefore increase the risks associated with our operations.


J.Requirement of Audited Financial Statements May Disqualify Business Opportunities. Management of the Company believes that any potential business opportunity must provide audited financial statements for review, and for the protection of all parties to the business combination. One or more attractive business opportunities may choose to forego the possibility of a business combination with the Company, rather than incur the expenses associated with preparing audited financial statements.


K.Other Regulation. An acquisition we make may be of a business that is subject to regulation or licensing by federal, state, or local authorities. Compliance with such regulations and licensing can be expected to be a time-consuming, expensive process and may limit our other investment opportunities.


L.Dependence Upon Management; Limited Participation of Management. We will be heavily dependent upon the skills, talents, and abilities of our officers and directors to implement our business plan, and may, from time to time, find that the inability of such persons to devote their full-time attention to our business results in a delay in progress toward implementing our business plan. Furthermore, we will be entirely dependent upon the experience of our officers and directors in seeking, investigating, and acquiring a business and in making decisions regarding our operations. Because investors will not be able to evaluate the merits of our possible business acquisitions, they should critically assess the information concerning our officers and directors.


M.Lack of Continuity in Management. The Company does not have an employment agreement with any of its officers or directors, and as a result, there is no assurance that they will continue to manage the Company in the future. In connection with the acquisition of a business opportunity, it is likely the current officers and directors of the Company will resign. A decision to resign will be based upon the identity of the business opportunity and the nature of the transaction, and is likely to occur without the vote or consent of the shareholders of the Company.






N.G.Indemnification of Officers and Directors. Our Articles of Incorporation provide that we will indemnify our directors, officers, employees, and agents to the fullest extent permitted by Nevada law. We will also bear the expenses of such litigation for any of our directors, officers, employees, or agents, upon such person's promise to repay us if it is ultimately determined that any such person shall not have been entitled to indemnification. This indemnification policy could result in substantial expenditures which we may be unable to recoup.


O.H.Dependence Upon Outside Advisors. To supplement the business experience of our officers and directors, we may be required to employ accountants, technical experts, appraisers, attorneys, or other consultants or advisors. The selection of any such advisors will be made by our officers without any input from shareholders. Furthermore, it is anticipated that such persons may be engaged on an "as needed" basis without a continuing fiduciary or other obligation to the Company. In the event management considers it necessary to hire outside advisors, they may elect to hire persons who are affiliates, if they are able to provide the required services.


P.Leveraged Transactions. There is a possibility that any acquisition of a business opportunity we make may be leveraged, i.e., we may finance the acquisition of the business opportunity by borrowing against the assets of the business opportunity to be acquired, or against the projected future revenues or profits of the business opportunity. This could increase our exposure to losses. A business opportunity acquired through a leveraged transaction is profitable only if it generates enough revenues to cover the related debt and expenses. Failure to make payments on the debt incurred to purchase the business opportunity could result in the loss of a portion or all of the assets acquired. There is no assurance that any business opportunity acquired through a leveraged transaction will generate sufficient revenues to cover the related debt and expenses.


Q.I.Competition. TheIf the transactions contemplated by the Amended and Restated Agreement and Plan of Merger dated March 2, 2015 are not consummated, the search for potentially profitable business opportunities is intensely competitive. We expect to be at a disadvantage when competing with many firms that have substantially greater financial and management resources and capabilities than we do. These competitive conditions will exist in any industry in which we may become interested.


R.J.No Foreseeable Dividends. We have not paid cash dividends on our common stock and do not anticipate paying such dividends in the foreseeable future.


S.



K.Loss of Control by Present Management and Shareholders. We may consider an acquisition in which we would issue as consideration for the business opportunity to be acquired, an amount of our authorized but unissued common stock that would, upon issuance, represent the great majority of the voting power and equity of the Company. The result of such an acquisition would be that the acquired company's shareholders and management would control the Company, and our management could be replaced by persons unknown at this time. Such a merger would result in a greatly reduced percentage of ownership by our current shareholders.


T.L.Limited Public Market Exists. There is only a very limited public market for our common stock, and no assurance can be given that an active market will develop or that a shareholder ever will be able to liquidate his investment without considerable delay, if at all. If a market should develop, the price may be highly volatile. Factors such as those discussed in this "Risk Factors" section may have a significant impact upon the market price of our securities. Because of the low price of the securities, many brokerage firms may not be willing to effect transactions in the securities. Even if a purchaser finds a broker willing to effect a transaction in our securities, the combination of brokerage commissions, state transfer taxes, if any, and any other selling costs may exceed the selling price. Further, many lending institutions will not permit the use of such securities as collateral for any loans.


U.M.Concerns regarding the current economic situation.The United States and the global business community is experiencing severehave experienced periods of instability that may effect our ability to successfully complete a business combination.


N.Risks Associated with the Merger.In addition to other information included in this report, you should consider all of the commercialrisks relating to the proposed merger and investment banking systems which is likely to continue to have far-reaching effects onour operations following the economic activity inbusiness combination including but not limited to:


1)

If the country for an indeterminable period. The long-term impact on the United States economyMergers are consummated, we may require substantial additional funding and the Company’s operating activities and abilitymay be unable to raise capital cannotwhen needed, which could force us to delay, reduce or eliminate planned activities or result in our inability to continue as a going concern;

2)

We have relied on the availability of grant funding to fund some of our research efforts and our inability to compete successfully for these limited grant funding opportunities may significantly affect our results of operations and our ability to complete research projects;

3)

Efforts to protect our intellectual property rights and to defend claims against us can increase our costs and will not always succeed; any failures could adversely affect profitability or restrict our ability to do business;

4)

Genes that we have discovered and may discover in the future with expected desirable impact on traits may, upon further research and field trials, be predicted at this time, butrevealed to also have undesirable impact on traits;

5)

Others may be substantial.find additional genes or other methods of accomplishing the same desired outcome that our biotechnology does, rendering our biotechnology less valuable or commercializable;


6)

V.Potential Acquisitions. If we enter into a business combination with a foreign company, weThe successful development of our research efforts and commercialization of our biotechnology will be necessary for our growth and profitability;

7)

We rely heavily on our founder, Walter Messier, our current Chief Technology Officer. The loss of his services would have a material adverse effect upon us and our business and prospects;

8)

We are dependent on a technically trained workforce and an inability to retain or effectively recruit such employees could have a material adverse effect on our business, financial condition and results of operations;

9)

The cannabis industry, in which we hope to compete in the future, is relatively new, rapidly changing and subject to risks inherent in business operations outsideconflicting regulatory issues and it is very difficult to identify and describe all of the United States. These risks include, for example, currency fluctuations, regulatory problems, punitive tariffs, unstable local tax policies, trade embargoes, risks related to shipment of raw materials and finished goods across national borders and cultural and language differences. Foreign economies may differ favorably or unfavorably from the United States economy in growth of gross national product, rate of inflation, market development, rate of savings, and capital investment, resource self-sufficiency and balance of payment positions, andoperating within this industry;

10)

Our investments in other respects.entities may not be successful or may be illiquid for many years;

11)

We may pursue future growth through strategic acquisitions and alliances which may not yield anticipated benefits and may adversely affect our operating results, financial condition and existing business;

12)

Competition in agricultural biotechnology has significantly affected and will continue to affect our revenue and results of operations;

13)

Our customers are subject to extensive regulation affecting their use of our biotechnology, which may affect our revenue and profitability;

14)

The degree of public acceptance or perceived public acceptance of products made from our biotechnology can affect our sales and results of operations by affecting planting approvals, regulatory requirements and farmer purchase decisions;





15)

We are dependent upon other companies to integrate biotechnology that we have licensed to them into their breeding operations for our future license revenue; and

16)

The biotechnology industry is subject to rapid technological change, and if we fail to keep up with such change, our results of operations and financial condition could be adversely impacted.


ITEM 1B. UNRESOLVED STAFF COMMENTS


Not applicable.


ITEM 2. PROPERTIES


The Company has no properties and at this time has no agreements to acquire any properties. The Company currently maintains a mailing address at 2575 Pearl St, Suite 220, Boulder,1026 Anaconda Drive, Castle Rock, CO  80302,80108, which is the address of the office of its President.Chief Executive Officer. The Company pays no rent for the use of this mailing address. The Company does not believe that it will need to maintain an office at any time in the foreseeable future in order to carry out its plan of operations described herein.


ITEM 3. LEGAL PROCEEDINGS


The Company is not a part to any pending legal proceedings, and no such proceedings are known to be contemplated.


ITEM 4. MINE SAFETY DISCLOSURES


Not applicable.






PART II


ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES


There is only a very limited market for the Company's securities.  As of March 15, 20132, 2014 the Company’s securities were included on the bulletin board under the symbol FNAM. During the past two years, there have been no transactions in the Company’s common stock reported in the so-called “Grey Sheets”. There are no outstanding options or warrants to purchase shares of common stock or securities convertible into shares of the Company’s common stock. The Company has no obligations to register any of its shares of common stock under the Securities Act of 1933. As of March 15, 2013, 873,1912, 2015, 841,591 of the Company’s outstanding shares were eligible for transfer without registration under the Securities Act.


As of March 15, 2013,2, there were approximately 272197 holders of the Company's Common Stock.


No dividends have been paid by the Company on any of its securities since the renewal of its charter and such dividends are not contemplated in the foreseeable future.


ITEM 6. SELECTED FINANCIAL DATA


 

 

 

 

 

Period

 

 

 

 

 

 

From

 

 

 

 

 

 

August 1,

 

 

Years Ended

 

2008 to

 

 

Years Ended

 

 

December 31,

 

December 31,

 

 

December 31,

 

 

2012

 

2011

 

2012

 

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

  

$

  

$

  

$

  

  

$

  

$

  

Expenses

 

(17,032

)

 

(17,340

)

 

(86,550

)

 

(27,139

)

 

(19,260

)

Net loss

 

(17,032

)

 

(17,340

)

 

(86,550

)

 

(27,139

)

 

(19,260

)

Assets

 

651

 

364

 

651

 

 

 

991

 

Liabilities

 

63,267

 

48,862

 

63,267

 

 

13,672

 

78,162

 

Shareholder Deficit

 

(62,616

)

 

(48,498

)

 

(62,616

)

 

(13,672

)

 

(77,171

)


ITEM 7. MANAGEMENTS DICUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS


Overview


The Company generated no revenues during the yearyears ended December 31, 2012,2014 and 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 the conclusion of a merger or acquisition, if any.


At December 31, 2012,2014, the Company had no material commitments for capital expenditures.


General


Our principal business objective forAt this time, the next 12 monthsCompany' intends to execute on the transactions contemplated in the Amended and beyond such timeRestated Agreement and Plan of Merger dated March 2, 2015.  There can be no guarantee that those transactions will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. Thecompleted.  If those transactions are not completed the Company will seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to it by persons or firms who seek or which desire to seek the perceived advantages of an Exchange Act registered corporation. Management anticipates that it may be able to participate in only one potential business venture because the Company has nominal assets and limited financial resources. See "FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA." This lack of diversification should be considered a substantial risk to shareholders of the Company because it will not restrict ourpermit the Company to offset potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.losses from one venture against gains from another.






The Company does not currently engage in any business activities that provide cash flow. Thewill continue to incur legal and accounting costs, including the costs of preparing Form 8-K's, 10-K's and 10-Q's, agreements and related reports and documents. With limited resources, the Company may consider a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seekingrelies on advances from its largest shareholder, Evolutionary Genomics, Inc. to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.


None of our officers or our directors has had any direct and/or preliminary contact or discussions with any representative of any other entity regarding a business combination with us. Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, therefund those costs.  There can be no assuranceguarantee that weEvolutionary Genomics, Inc. will properly ascertain or assess all significant risks.


The Company anticipates that the selection of a business combination will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries and shortages of available capital, our management believes that there are numerous firms seeking the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefitscontinue to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.advances.


Liquidity and Capital Resources.


The Company has no operating history as a "blank check" company and no material assets. At December 31, 20122014 the Company had an accumulated deficit (including accumulated deficit during the development stage) of ($1,287,490)1,333,889) and a working capital deficit ($62,616)13,672). The report of the Company’s registered public accountants for the financial statements for the year ended December 31, 20122014 included a going concern qualification.


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK


Not required by smaller reporting companies.


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA


See pages F-1 through F-10.F-12.


ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE


There are no disagreements with the accountants on accounting and financial disclosures.






ITEM 9A. 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.






Management’s Annual Report on Internal Control over Financial Reporting.


Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable 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.


Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. Furthermore, smaller reporting companies such as the Company face additional limitations. Smaller reporting companies employ fewer individuals and find it difficult to properly segregate duties. Often, one or two individuals control every aspect of the Company’s operation and are in a position to override any system of internal control. Additionally, smaller reporting companies tend to utilize general accounting software packages that lack a rigorous set of software controls.


Our management, with the participation of the President, evaluated the effectiveness of the Company’s internal control over financial reporting as of December 31, 2012.2014. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework. Based on this evaluation, our management, with the participation of the President, concluded that, as of December 31, 2012,2014, our internal control over financial reporting was not effective due to the material weaknesses in the system of internal control described below.






Specifically, management identified the following control deficiencies. (1) The Company has not properly segregated duties as one or two individuals initiate, authorize, and complete all transactions. The Company has not implemented measures that would prevent the individuals from overriding the internal control system. The Company does not believe that this control deficiency has resulted in deficient financial reporting because the Chief Financial Officer is aware of herhis responsibilities under the SEC’s reporting requirements and personally certifies the financial reports. (2) The Company has installed accounting software that does not prevent erroneous or unauthorized changes to previous reporting periods and does not provide an adequate audit trail of entries made in the accounting software.


Accordingly, while the Company has identified certain material weaknesses in its system of internal control over financial reporting, it believes that it has taken reasonable cost-effective steps to ascertain that the financial information contained in this report is in accordance with generally accepted accounting principles. Management has determined that current resources would be appropriately applied elsewhere and when resources permit, they will alleviate material weaknesses through various steps.


(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 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.


ITEM 9B. OTHER INFORMATION


None.






PART III


ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.


Officers and Directors


The following table sets forth certain information concerning each of the Company's directors and executive officers:


Name

     

Age

     

Position

 

 

 

 

 

Michael FriessSteve B Warnecke

 

6258

 

Chairman of the Board President, and CEO

Sanford SchwartzWalter Messier

 

6259

 

Vice President, DirectorSecretary and Treasurer

Chloe DiVitaMark Boggess

 

3554

 

Treasurer, Secretary, Director and CFO

Virginia Orndorff

64

Director


There are no agreements or understandings for any officer or director to resign at the request of another person and none of the above named officers and directors are acting on behalf of or will act at the direction of any other person.


There is no family relationship between any director or executive officer of the Company.


The Board of Directors presently has no committees.


Set forth below are the names of all directors and executive officers of the Company, all positions and offices with the Company held by each such person, the period during which he has served as such, and the business experience of such persons during at least the last five years:


Michael Friess is currentlySteve B. Warneckewas appointed Chief Financial Officer, Treasurer, Secretary and member of the board of directors of Fona on June 6, 2014, and became its principal executive officer as President, Chief Executive Officer and Chairman of the Board on October 1, 2014. Mr. Warnecke has served as a self-employed attorney licensed to practice lawmember of the board of directors of Evolutionary Genomics since September 2010 and was appointed as Chief Executive Officer in the State of Colorado. As a sole practioner,November 2010. Since November 2012, Mr. Friess operates under his own name, Michael Friess, Attorney, andWarnecke has been practicing law in Colorado for 19 years. He was a partner from January 1983 to December 1993 in the New York City law firm of Schulte, Roth & Zabel, where his practice emphasized taxation. Mr. Friess has served part-time roles as Chairman of the Board of Directors and Chief Financial Officer for VetDC, Inc. and Senior Vice President of the Company from April 2009 to the present. Mr. Friess served onChildren’s Hospital Colorado Foundation and Chairman of Children’s Partners Foundation (supporting Children’s Hospitals and cystic fibrosis research) since November 2011. He also is a member of the Board of Directors of Oralabs Holding CorporationCereScan and Bone Biologics, Inc. Previously, Mr. Warnecke served as Lead Independent Director and Audit Committee Chair for Evolving Systems, Inc. (NASDAQ: OLAB)EVOL, an international telecom software company) from September 1997 until December 2006. In an average week2003 to 2011, as Chief Financial Officer of Targeted Medical Pharma, Inc. in 2011, as Chief Financial Officer and member of the Board of Directors for Bacterin International, Inc. (NASDAQ: BONE), a biologics and medical device company from 2008 to 2010, Chief Financial Officer for The Children’s Hospital Foundation from 2003 to 2008, member of the Board of Directors of Emmaus Life Sciences, Inc. in 2011, member of the Board of Directors of Boppy Company from 2005 to 2008, Senior Vice-President of Strategic Planning for First Data/Western Union (NYSE: FDC) from 2001 to 2002 and Chief Financial Officer for Frontier Airlines (former NASDAQ company acquired by Republic Airways) from 1999 to 2001. Mr. Friess spends approximately 5 hours on Company matters. Mr. Friess was appointed a director becauseWarnecke graduated from the University of his extensive legal and business acquisitions experience, including working with public blank check companies interested in mergingIowa with a private operating company.


Chloe DiVita has served as Secretary, Treasurer, CFOBBA in Accounting, Finance and a director ofManagement and passed the Company from April 2009Certified Public Accountant exam in 1979. The Fona board believes Mr. Warnecke is well qualified to serve on the present. For the past ten years, Mrs. DiVita has been a self-employed accountant in Colorado operating under DiVita & Associates, Inc. She has also been a business development consultant partneringFona board due to his service on many projects with Creative Business Strategies, LLC, a business consulting firm. In an average week Mrs. DiVita spends approximately 10 hours on Company matters. Mrs. DiVita was appointed a director because of herpublic company boards and financial background and experience working with public blank check companies interested in merging with private operating companies.


Sanford Schwartz has been a director of the Company since April 2009. Mr. Schwartz is the Chairman of Creative Business Strategies, LLC, a business consulting firm in Boulder, Colorado co-founded by Mr. Schwartz in 1985 that provides business development, management and restructuring services to business owners and companies, including companies engaged in real estate management and development and various sectors of the healthcare industry. In an average week Mr. Schwartz spends approximately 5 hours on Company matters. Mr. Schwartz was appointed a director because of his over 25 years of business acquisition and development experience, including working with public blank check companies interested in merging with a private operating company.accounting background.






Previous Blank-Check Experience


Mr. Michael Friess, President and a director and executive officer of the Company, Mr. Sanford SchwartzVirginia Orndorff was appointed as a director of the Company on October 1, 2014. She has served as a member of the Evolutionary Genomics board of directors since 2000. Ms. Orndorff was appointed Executive Director, Chief Executive Officer and Mrs. Chloe DiVita, CFODirector of the Colorado Institute for Drug, Device and Diagnostic Development. Since 2012 Ms. Orndorff has served as Chief Executive Officer of SixOne Solutions, LLC, an early-stage oncology company. She also currently serves on Colorado’s State Board of Pharmacy since 2012. She served as Chief Executive Officer and President of Evolutionary Genomics from 2000 to 2010. From 1997 to 2000, Ms. Orndorff served as Vice President then President and Chief Executive Officer of GenoPlex, Inc. of Denver and served as Director of Technology/Business Development of NeXstar Pharmaceuticals, Inc. of Boulder, Colorado, from 1993 to 1997. From 1989 to 1993 she served as the Director of Biotechnology Programs for the Colorado Advanced Technology Institute in Denver. Ms. Orndorff was employed by the Georgia Institute of Technology as Manager of a biotechnology start-up incubator (the Health Science Technology Center) from 1987 to 1989; prior to that for eight years by Genex Corporation of Gaithersburg, Maryland, first as a Laboratory Supervisor then as Manager of Technology Assessment. From 1975 to 1979, Ms. Orndorff had served as a Microbiologist at Stanford Research Institute. She received a BA in Biology from the University of California at Santa Cruz, an MA in Microbiology from California State University at San Jose, and an MBA from Loyola College (where she graduated second in her class). The Fona board believes Ms. Orndorff is well qualified to serve on the Fona board due to her scientific background as well as her experience at both the operational and board levels in several companies.


Mark Boggess, Ph.D. was appointed as a director of the Company have all been involved either as an officer or director, or both, with other blank-check companies, which have completed some form of corporate reorganization. To date, Mr. Friess and Mr. Schwartz have acquired a majority interest in six companies, in addition to the Company, that had no significant assets or business operations, obtained the management, accounting and legal services and provided the funds required to register the common stock of each of the companies pursuant to Section 12(g) of the Securities Exchange Act of 1934 and, if necessary, to satisfy outstanding obligations of the company and found private investors or private operating companies interested in merging an operating company with the company. Typically, Mr. Friess and Mr. Schwartz have then sold all or substantially all of their interests in the company to the parties interested in merging a private operating company with the company. Mrs. DiVitaon October 1, 2014. He has served as Secretary, CFO and a director of three of the six companies. The officers and directors of the Company intend to work on developing additional registered blank check companies. The following is a list of the blank-check companies with which the Company's officers and directors have previously been involved during the last five years:


Hemcure, Inc. (HMCU), Commission File #000-51543, initially registered with the Securities and Exchange Commission in May of 1987, was organized to provide administrative and marketing services to physicians or physician groups who emphasized outpatient non-surgical treatment for hemorrhoids. Mr. Friess and Mr. Schwartz acquired ownership of 46% of HMCU’s then outstanding shares during April, 2005 and during June 2006, sold all of their shares of HMCU to private investors for $525,000, following which HMCU became Aurasound, Inc. listed on the OTCBB symbol (ARAU). Current officers and directors of Fona, Inc. are not currently officers, directors or employees of ARAU and, therefore, have no direct knowledge of the business operations or possible pending acquisition, business combinations or mergers of ARAU. According to an 8-K filed with the Securities and Exchange Commission on January 31, 2013 ARAU filed a voluntary petition for relief under chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Central District of California in Santa Ana case number 8:12-bk-24400-MW on December 21, 2012.


Implant Technologies, Inc. (IMLT), Commission File #000-17064, initially registered in 1980, was formed for the purpose of developing and marketing medical products. During April 2006, Mr. Friess and Mr. Schwartz acquired ownership of 80% of IMLT’s then outstanding shares of common stock and from April 2006 to July, 2007, Mr. Friess served as Secretary, Treasurer and a director and Mr. Schwartz served as a director of IMLT. During July 2007, they soldEvolutionary Genomics since 2009. Dr. Boggess has a diverse background in the animal sciences and animal industries. Born and raised on a typical Iowa farm, he served as a swine and beef cattle extension specialist with the University of Idaho in Twin Falls from 1990 to 1994 he was responsible for all swine extension and educational programming and served as the animal breeding resource specialist for the University beef extension team. From 1994 to 2004, Dr. Boggess served as President of their sharesSalmon Creek Farms, LLC where was responsible for development of IMLTthe Salmon Creek Farms Natural Pork program and branded product line, at Independent Meat Company in Twin Falls, ID. From 2004 to private investors2009, Dr. Boggess assumed the position of Director of Animal Science for $582,500the National Pork Board where he was responsible for program direction and IMLT became Oasis Online Technologies Corp listedindustry funding coordination for research in pork quality; nutritional efficiency; sow lifetime productivity; genomics-genetics; alternatives to antimicrobials; production-management systems and bio-technology. Dr. Boggess also served as the National Pork Board liaison for animal science to producers, academia, media, regulators and the National Pork Producers Council and directed numerous pork industry based advisory groups. From 2009 to 2014, Dr. Boggess served as the National Program Leader for Food Animal Production and the National Program Leader for Pasture, Forage and Rangeland Systems for the USDA Agriculture Research Service in Beltsville, Maryland. In this role, Dr. Boggess directed ARS research for diverse programs in genetics and genomics, nutrition, reproductive physiology, animal welfare and meat quality. Dr. Boggess also directed research to improve pasture and rangeland management practices and land-use strategies, improve and restore the ecology of western rangelands and improve the capacity and efficiency of forage based food animal production systems. Currently, Dr. Boggess serves as the Director of the U.S. Dairy Forage Research Center in Madison, WI. The USDFRC is unique in the world in that research programs are fully integrated and include research and expertise in soil science/ecology, forage breeding and management, forage handling and environmental engineering, animal nutrition, animal genetics/genomics, nutrient cycling/waste management, and dairy systems sustainability and management. In this role Dr. Boggess manages and directs the research programs for 21 scientists and approximately 75 support staff. The USDFRC includes two research farms in rural Wisconsin as well as offices and laboratories on the OTCBB symbol (OOLN),campus of the University of Wisconsin. Dr. Boggess attended Iowa State University receiving a company seeking acquisitionsBS degree in Animal Science in 1983. After receiving an MS degree from Cornell University with a major in Animal Breeding in 1985, Dr. Boggess returned to Iowa State University, receiving his PhD in 1990, also in Animal Breeding. The Fona board believes Dr. Boggess is well qualified to serve on the Fona board due to his extensive operational and management background in the online securityanimal sciences and authentication market. Current officers and directors of Fona, Inc. are not currently officers, directors or employees of OOLN and, therefore, have no direct knowledge of the business operations or possible pending acquisition, business combinations or mergers of OOLN. OOLN appears to be current in its filings with the Securities and Exchange Commission.


Discovery Technologies, Inc. (DSVY), Commission File #000-18606, initially registered in 1987, was formed to design, manufacture and market video products that transmit pictures over standard voice-grade telephone lines. In June 2006, the sole remaining director, appointed Michael Friess as President CEO and a director of the company, and Sanford Schwartz as a director of the company and Mr. Friess and Mr. Schwartz acquired ownership of 80% of DSVY’s then outstanding shares of common stock. During December 2007, Mr. Friess and Mr. Schwartz sold their shares of DSVY for $550,000 and DSVY became China Green Agriculture listed on the OTCBB symbol (CGAG). Immediately following the transaction, Mr. Friess and Mr. Schwartz owned 111,386 shares of CGAG’s common stock (representing approximately 1% of CGAG’s then outstanding shares of common stock). Current officers and directors of the Company are not currently officers or directors or employees of CGAG and, therefore, have no direct knowledge of the business operations or possible pending acquisitions, business combinations or mergers of CGAG. CGAG appears to be current in its filings with the Securities and Exchange Commission.animal industries.






Certified Technologies Corporation (CFDT)Walter Messier, Commission File #000-52786, initially registered in 1984, was formed to market a fire retardant chemical formulation to the commercial aviation and business furniture industries. In February 2007, Michael Friess and Sanford Schwartz acquired 51% of CFDT’s then outstanding shares of common stock and Mr. Friess was appointed President, CEO and a director and Mr. Schwartz was appointed a director, and Chloe DiVitaPh.D. was appointed Secretary Treasurer and a director of CFTD. During May 2008, Mr. Friess and Mr. Schwartz sold substantially all of their shares of CFTD for $740,000 ande CFDT became Zhaoheng Hydropower CO listed on the OTCBB symbol (ZHYP). Immediately following the transaction, Mr. Friess and Mr. Schwartz owned 444,498 shares of ZHYP’s common stock (representing approximately 1% of ZHYP’s then outstanding shares of common stock). Current officers and directorsTreasurer of the Company are not currently officers or directors or employeeson October 1, 2014. He is a Founder of ZHYP and, therefore, have no direct knowledge of the business operations or possible pending acquisitions, business combinations or merger of ZHYP. ZHYP appeared to be current in all of its filings with the Securities and Exchange Commission through May, 2009,Evolutionary Genomics and has served as its Chief Technology Officer since moved2000 and has served as its Secretary since 2007. Dr. Messier has published in such prestigious scientific journals as Nature, Nature Medicine, Current Biology, and Science. Dr. Messier is recognized as an authority on the Companyuse and interpretation of Ka/Ks algorithms. Dr. Messier’s research on the detection of molecular-level positive selection in the primates is well known. In addition to the research programs Dr. Messier developed and spearheads at Evolutionary Genomics, he is currently collaborating with colleagues in several areas, including identification and validation of novel targets for breast cancer therapeutics, identification and validation of novel targets for HIV/AIDS therapeutics, the role of molecular Darwinian selection in human speciation, and creation of more powerful algorithms for the detection of molecular Darwinian selection. Dr. Messier received his Masters of Science from the United StatesState University of New York at New Paltz, and filed a Form 15-12G terminating its filing requirements withhis Ph.D. from the Securities and Exchange Commission.


Henry County Plywood Corporation (HRYC), Commission File #000-53208, initially registered in 1948, was formed to purchase, lease, sell, manufacture and deal in lumber, and other wood products. In August 2006, Michael Friess and Sanford Schwartz acquired 80%University of HRYC’s then outstanding sharesAlbany (State University of common stock and Mr. Friess was appointed President, CEO and a director of the company, Sanford Schwartz was appointed a director of the company and Chloe DiVita was appointed Secretary, CFO and a director of the company. In October 2007, Messrs Friess and Schwartz resigned as officers and directors of the Company, and in May 2008 Mr. Friess was reappointed to the Board. In January 2009, Mr. Friess and Mr. Schwartz sold most of their shares of HRYC for $500,000 and HRYC became Sino Green land Corp listed on the OTCBB symbol (SGLA)New York). Immediately following the transaction, Mr. Friess and Mr. Schwartz owned a total of 999,778 shares of SGLA’s common stock (representing approximately 1% of SGLA’s then outstanding shares of common stock). Current officers and directors of the Company are not currently officers or directors or employees of SGLA and, therefore, have no direct knowledge of the business operations or possible pending acquisitions, business combinations or merger of SGLA. SGLA appeared to be current in all of its filings with the Securities and Exchange Commission through September 2011, and has since filed a Form 15-12G terminating its filing requirements with the Securities and Exchange Commission.


P I Services, Inc. (PISV), Commission File #000-53263, had its initial public offering in September 1988. The company was formed as Sweet Little Deal. In August 2007, Michael Friess and Sanford Schwartz acquired 80% of PISV’s then outstanding shares of common stock and Mr. Friess was appointed President and Chairman of the Board of the company, Mr. Schwartz was appointed a director of the company and Chloe DiVita was appointed Secretary, CFO and a director of the Company. In January 2009, Physicians was reincorporated in the State of Nevada through a merger with P I Services, Inc. In March 2010, Mr. Friess and Mr. Schwartz sold most of their shares of PISV for $275,000 and PISV became China Lithium Technologies Inc. listed on the OTCBB symbol (CLTT). Immediately following the transaction, Mr. Friess and Mr. Schwartz owned a total of 1,330,468 shares of CLTT’s common stock (approximately 3% of CLTT’s then outstanding shares of common stock). Current officers and directors of the Company are not currently officers or directors or employees of CLTT and, therefore, have no direct knowledge of the business operations or possible pending acquisitions, business combinations or merger of CLTT. CLTT appeared to be current in all of its filing with the Securities and Exchange Commission through March 2012.


Conflicts of Interest


The Company's officers and directors have in the past and may in the future be officers and directors of other companies of a similar nature and with a similar purpose as the Company. Consequently, there are potential inherent conflicts of interest in Messrs. Friess and Schwartz and Mrs. DiVita serving as officers and directors of the Company. Insofar as the officers and directors are engaged in other business activities, management anticipates it will devote only a minor amount of time to the Company's affairs. The officers and directors of the Company may in the future become shareholders, officers or directors of other companies which may be formed for the purpose of engaging in business activities similar to those conducted by the Company. The Company does not currently have a right of first refusal pertaining to opportunities that come to management's attention even if the opportunities relate to the Company's proposed business operations.






The officers and directors are, so long as they are officers or directors of the Company, subject to the restriction that all opportunities contemplated by the Company's plan of operation which come to their attention in the performance of their duties as officers and directors of the Company will be considered opportunities of, and be made available to the Company. However, they are under no obligation to make any opportunities that come to their attention in the performance of their duties for any other companies or in any other manner available to the Company. Except as set forth above, the Company has not adopted any other conflict of interest policy with respect to such transactions.


ITEM 11. EXECUTIVE COMPENSATION


None of the Company's officers and/or directors receives any compensation for their respective services rendered to the Company, nor have they received such compensation since the renewal of the Company's charter. They have agreed to act without compensation until authorized by the Board of Directors, which is not expected to occur until the Company has generated revenues from operations after consummation of a merger or acquisition. As of the date of this registration statement, the Company has minimal funds available to pay directors. Further, none of the directors are accruing any compensation pursuant to any agreement with the Company.


It is possible that, after the Company successfully consummates a merger or acquisition with an unaffiliated entity, that entity may desire to employ or retain one or more members of the Company's management for the purposes of providing services to the surviving entity, or otherwise provide other compensation to such persons. However, the Company has adopted a policy whereby the offer of any post-transaction remuneration to members of management will not be a consideration in the Company's decision to undertake any proposed transaction. Each member of management has agreed to disclose to the Company's Board of Directors any discussions concerning possible compensation to be paid to them by any entity which proposes to undertake a transaction with the Company and further, to abstain from voting on such transaction. Therefore, as a practical matter, if each member of the Company's Board of Directors is offered compensation in any form from any prospective merger or acquisition candidate, the proposed transaction will not be approved by the Company's Board of Directors as a result of the inability of the Board to affirmatively approve such a transaction.


It is possible that persons associated with management may refer a prospective merger or acquisition candidate to the Company. In the event the Company consummates a transaction with any entity referred by associates of management, it is possible that such an associate will be compensated for their referral. It is anticipated that this compensation would be either in the form of restricted common stock issued by the Company as part of the terms of the proposed transaction, or will be in the form of cash consideration. However, if such compensation is in the form of cash, such payment will be tendered by the acquisition or merger candidate, because the Company has minimal cash available. The amount of such compensation, if any, cannot be determined as of the date of this registration statement.


No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by the Registrant for the benefit of its employees.






ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS


Principal Stockholders


The following table sets forth certain information as of March 20, 20122, 2015 regarding the beneficial ownership of the Company's common stock by (i) each stockholder known by the Company to be the beneficial owner of more than 5% of the Company's common stock, (ii) by each director and executive officer of the Company and (iii) by all executive officers and directors of the Company as a group. Each of the persons named in the table has sole voting and investment power with respect to common stock beneficially owned.


 

 

Number of

 

Percentage

 

 

Shares Owned

 

of Shares

Name and Address

 

or Controlled

 

Owned

 

 

 

 

 

Michael Friess

 

1,977,475

 

25.05%

2575 Pearl St, #220

 

 

 

 

Boulder, Colorado 80302

 

 

 

 

 

 

 

 

 

Sanford Schwartz

 

1,977,475

 

25.05%

2575 Pearl St, #220

 

 

 

 

Boulder, Colorado 80302

 

 

 

 

 

 

 

 

 

Nick T Boosalis (1)

 

2,252,233

 

28.58%

212 2nd St SE Suite 224

 

 

 

 

Minneapolis, MN 55414

 

 

 

 

 

 

 

 

 

Richard Dillon

 

576,571

 

7.30%

703 Oakland Ave

 

 

 

 

St. Paul, MN 55102

 

 

 

 

 

 

 

 

 

Chloe DiVita

 

0

 

 

 

 

 

 

All Officers and Directors as a Group (3 persons)

 

3,954,950

 

50.10%

 

 

Number of

 

Percentage

 

 

Shares Owned

 

of Shares

Name and Address

 

or Controlled

 

Owned

 

 

 

 

 

Evolutionary Genomics, Inc. (1)

 

5,933,423

 

75.16%

1026 Anaconda Drive

 

 

 

 

Castle Rock, CO  80108

 

 

 

 

 

 

 

 

 

Steve B. Warnecke

 

5,933,423(1)

 

75.16%

1026 Anaconda Drive

 

 

 

 

Castle Rock, CO  80108

 

 

 

 

 

 

 

 

 

Virginia Orndorff

 

— (2)

 

 

1026 Anaconda Drive

 

 

 

 

Castle Rock, CO  80108

 

 

 

 

 

 

 

 

 

Mark Boggess

 

— (3)

 

 

1026 Anaconda Drive

Castle Rock, CO  80108

 

 

 

 

 

 

 

 

 

Walter Messier

 

— (4)

 

 

1026 Anaconda Drive

 

 

 

 

Castle Rock, CO  80108

 

 

 

 

 

 

 

 

 

Richard Dillon

 

576,571

 

7.30%

703 Oakland Ave

 

 

 

 

St. Paul, MN 55102

 

 

 

 

 

 

 

 

 

All Officers and Directors as a Group (1)

 

5,933,423

 

75.16%

———————

(1)

Includes 618,039In addition to his role as Chief Executive Officer and Chairman of the Board of the Company, Mr. Warnecke is the Chief Executive Officer of Evolutionary Genomics and holder of 782,539 shares owned by The Boosalis Group,of the sole shareholderSeries B-2 Preferred Stock, representing 64.2% of which is Mr. Boosalisthe issued and 1,100,000outstanding shares owned by Desfaire, Inc., 99%of preferred stock of Evolutionary Genomics, and 1,104,596 shares of commons stock, or 28.7% of the issued and outstanding common stock of which isEvolutionary Genomics. Mr. Warnecke disclaims beneficial ownership of the reported securities owned by Mr. Boosalis.Evolutionary Genomics except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission of beneficial ownership of such securities for any purpose.

(2)

Ms. Orndorff is a Director of the Company.

(3)

Dr. Boggess is a Director of the Company.

(4)

Dr. Messier is the Company’s Treasurer and Secretary.







ITEM 13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE


No officer, director, promoter, or affiliateThe Company’s officers and directors are also the officers and directors of Evolutionary Genomics, Inc. with whom the Company has entered into the Amended and Restated Agreement and Plan of Merger dated March 2, 2015. Mr. Warnecke is Evolutionary Genomics, Inc.’s Chief Executive Officer and Chairman of the Board and owns, directly or proposes to have any directindirectly, 782,539 shares, or indirect material interest in any asset that we propose to acquire through security holdings, contracts, options,64.2% of the Series B-2 Preferred Stock outstanding and 1,104,596 shares or otherwise.28.7% of the Common Stock outstanding as of December 31, 2014.  


We may pay any consultingMr. Warnecke is also 100% owner of Sixty-Five Roses Ranch, Inc. which acts as the Managing Member of EG I, LLC, which is a party to the Amended and Restated Agreement and Plan of Merger dated March 2, 2015.  As of December 31, 2014, Mr. Warnecke’s ownership, either directly or finder's fee for consulting services to assist management in evaluating a prospective business opportunity in stock or in cash. Any such issuanceindirectly of stock would be made on an ad hoc basis. Accordingly, we are unable to predict whether or in what amount such a stock issuance might be made.EG I, LLC  consisted of 495,772 of the 3,056,000 class A interests and Sixty-Five Roses Ranch, Inc. owned 169,778 of the 727,619 class B interests.


We maintain a mailing address at the offices of our president, Michael Friess,chief executive officer, Steve B. Warnecke, located at 2575 Pearl St, #220, Boulder,1026 Anaconda Drive, Castle Rock, CO  8030280108 for which we pay no rent. We anticipate that following the consummation of a business combination with an acquisition candidate, our office will be moved, but cannot predict future office or facility arrangements with our officers, directors or affiliates.


Nick T. Boosalis, and companies he control, own together 28.58% of the Company’s outstanding shares of common stock and Michael Friess and Sanford Schwartz each own 25.05 % of the Company’s outstanding shares of common stock. Prior to Mr. Friess and Mr. Schwartz’s purchases of the Company’s common stock in April 2009, Mr. Boosalis owned approximately 57% of the Company’s then outstanding common stock. Since the purchase of their shares, Mr. Friess and Mr. Schwartz own approximately 50.1% of the Company’s current outstanding common stock.





Although we have no current plans to do so, it is possible that we may enter into an agreement with an acquisition candidate requiring the sale of all or a portion of the common stock held by our largest shareholders and their affiliatesshareholder to the acquisition candidate or principals thereof, or to other individuals or business entities, or requiring some other form of payment to our current shareholders, or requiring the future employment of specified officers and payment of salaries to them. It is more likely than not that any sale of securities by our current shareholders to an acquisition candidate would be at a price substantially higher than that originally paid by such shareholders. Any payment to current shareholders in the context of an acquisition in which we are involved would be determined entirely by the largely unforeseeable terms of a future agreement with an unidentified business entity. On April 1, 2009, the Board of Directors approved the issuance of 3,954,950 shares of our common stock to two individuals, (Sanford Schwartz and Michael Friess), who subsequently were appointed officers and directors of the Company for a $10,000 cash payment and a note for an additional $10,000. The note was satisfied in May, 2009. This resulted in a change in control in the Company.


Since December 2008 and ending June 30, 2010, Nick Boosalis, a former director, and The Boosalis Group and Desfaire, Inc., affiliates of Mr. Boosalis, loaned the Company a total of $5,488 to pay general working capital expenses of the Company. In October 2011 a $5,000 payment was made to Nick Boosalis and in April 2012 a final payment was made settling the loan. Additionally, since August 2008, Creative Business Strategies, LLC an affiliate of Sanford Schwartz, an officer and director of the Company, has loaned the Company a total of $62,817 to pay general working capital expenses of the Company, including costs associated with the filing of this registration statement with the Securities and Exchange Commission. The loans are non-interest bearing and are payable on demand.


On March 3, 2009, the shareholders of the company approved the issuance of 1,980,834 shares of our common stock to officers and directors of the Company, including 538,194 shares to Nick t. Boosalis (of which 498,237 were approved by the Board in December 2007 and 39,957 were approved by the Board in December 2008), then a director and officer of the Company, for forgiveness of loans to the Company in the aggregate principal amount of $74,736 and $5,993 respectively; 322,047 shares to Richard Dillion (which were approved by the Board in December 2007), then an officer and director of the Company, for forgiveness of loans to the Company in the aggregate principal amount of $48,307; and 1,100,000 shares to Desfaire, Inc. (which were approved by the Board in December 2007), a company 99% of the common stock of which is owned by Mr. Boosalis, for a cash payment of $11,000 and the payment by Desfaire on behalf of the Company of software development costs of more than $125,000. No payments of interest or principal or interest were made by the Company since January 1, 2008.


On March 3, 2009, the shareholders of the Company approved and ratified a January 22, 2008, Assignment Agreement pursuant to which the Company assigned the software and other rights relating to the Rent411 services offered by the Company, including a license to Desfaire, Inc., an affiliate of Nick T. Boosalis, then an officer and director of the Company, and substantially all of the worldwide copyrights, trademarks and other assets of the Company to the Boosalis Group, a company owned by Mr. Boosalis, in consideration for which The Boosalis Group assumed outstanding indebtedness of the Company totaling $34,714.


Securities issued by blank check companies cannot be resold under Rule 144, but must be registered under the Securities Act of 1933. The Company has no obligation to register these or any other shares under the Securities Act of 1933.


The proposed business activities described herein classify the Company as a "blank check" company. Many states have enacted statutes, rules and regulations limiting the sale of securities of "blank check" companies in their respective jurisdictions. Management does not intend at this time to undertake any efforts to cause a market to develop in the Company's securities until such time as the Company has successfully implemented its business plan described herein.






ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES


Audit Fees


The aggregate fees billed during the years ended December 31, 20122014 and 20112013 for professional services rendered by our principal accountant, Schumacher & Associates, Inc., for the audit of our annual financial statements and quarterly reviews were $8,600$10,500 and $9,100,$7,600, respectively.


Audit Related Fees


The Company incurred no fees for the year ended December 31, 20122013 and 20112012 for audit related services by our principal accountant that were reasonably related to the performance of the audit or review of our financial statements, and not reported under Audit Fees above.


Tax Fees


The aggregateThere were no fees billbilled during the years ended December 31, 20122014 and 20112013 for professional services rendered by our principal accountant for tax preparation were $275 and $750, respectively.preparation.


All Other Fees


We did not incur any fees for other professional services rendered by our principal accountant during the fiscal year ended December 31, 20122014 and 2011.2013.







PART IV


ITEM 15. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES


Exhibit Index


Exhibit No.

 

Description

10.1

 

3.1

ArticlesAmended and Restated Agreement and Plan of Incorporation with Amendments*

3.2

Bylaws of the Company*

4.1

Specimen Stock Certificate*Merger

31.1

 

Rule 13a-14(a)/15d-14(a) Certification of Michael Friess

31.2

 

Rule 13a-14(a)/15d-14(a) Certification of Chloe DiVita

31.3

Certification of Sanford Schwartz

32.1

 

Certification of Section 13(a) of the Securities Exchange Act of 1934 Michael Friess

32.2

Certification of Section 13(a) of the Securities Exchange Act of 1934 Chloe DiVita

32.3

Certification of Section 13(a) of the Securities Exchange Act of 1034 Sanford Schwartz

101.INS

 

XBRL Instance Document**

101.SCH

 

XBRL Taxonomy Extension Schema Document**

101.CAL

 

XBRL Taxonomy Extension Calculation Linkbase Document**

101.DEF

 

XBRL Taxonomy Extension Definition Linkbase Document**

101.LAB

 

XBRL Taxonomy Extension Label Linkbase Document**

101.PRE

 

XBRL Taxonomy Extension Presentation Linkbase Document**

———————

*

Incorporated herein by reference to Registrant’s Form 10 filed with the Commission on September 23, 2010.

**

In accordance with Regulation S-T, the XBRL-formatted interactive data files that comprise Exhibit 101 in this report shall be deemed furnished and not filed.










SIGNATURES


In accordance with Section 12 of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


 

Fona, Inc.

 

 

 

 

 

 

 

 

 

April 12, 2013March 4, 2015

By:

/s/ Michael FriessSteve Warnecke

 

 

 

Michael FriessSteve Warnecke

 

 

 

President, Chief Executive Officer,
and a director

April 12, 2013

By:

/s/ Chloe DiVita

Chloe DiVita

Treasurer, Secretary and
Chief Financial Officer and a director

 

 

 

 

 

April 12, 2013March 4, 2015

By:

/s/ Sanford SchwartzWalter Messier

 

 

 

Sanford SchwartzWalter Messier

 

 

 

Vice President and a directorTreasurer, Secretary

March 4, 2015

By:

/s/ Mark Boggess

Mark Boggess

Director

 


March 4, 2015

By:

/s/ Virginia Orndorff

Virginia Orndorff

Director










INDEX TO FINANCIAL STATEMENTS


FONA, INC.

(A Development Stage Company)

FINANCIAL STATEMENTS

with

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



Report of Independent Registered Public Accounting Firm

F-2

 

 

Financial Statements:

 

 

 

Balance Sheets

F-3

 

 

Statements of Operations

F-4

 

 

Statement of Changes in Stockholders' (Deficit)

F-5

 

 

Statements of Cash Flows

F-6

 

 

Notes to Financial Statements

F-7













REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Board of Directors

Fona, Inc.


We have audited the accompanying balance sheets of Fona, Inc. (a Development Stage Company) as of December 31, 20122014 and 2011,2013, and the related statements of operations, stockholders’ (deficit), and cash flows for the two years ended December 31, 20122014 and 2011, and for the period from August 1, 2008 (date of commencement of development stage) through December 31, 2012.2013. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.


We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.


In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Fona, Inc. (a Development Stage Company) as of December 31, 20122014 and 2011,2013, and the results of its operations and its cash flows for the two years ended December 31, 20122014 and 2011, and for the period from August 1, 2008 (date of commencement of development stage) through December 31, 2012,2013 in conformity with accounting principles generally accepted in the United States of America.


The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 1, the Company has no business operations and has negative working capital and stockholders’ deficits, which raise substantial doubt about its ability to continue as a going concern. Management's plan in regard to this matter is also discussed in Note 1. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.


/s/ Schumacher & Associates, Inc.


Schumacher & Associates, Inc.

Certified Public Accountants

7931 S Broadway, #314

Littleton, CO   80122


April 11, 2013March 2, 2015









FONA, INC.

(A Development Stage Company)

BALANCE SHEETS


 

December 31,

 

 

December 31,

 

 

2012

 

 

2011

 

 

2014

 

 

2013

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

114

 

 

$

14

 

 

$

 

 

$

641

 

Prepaid Expenses

 

 

537

 

 

 

350

 

 

 

 

 

 

350

 

Total Current Assets

 

 

651

 

 

 

364

 

 

 

 

 

 

991

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

651

 

 

$

364

 

 

$

 

 

$

991

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' (DEFICIT)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

450

 

 

$

450

 

 

$

 

 

$

1,650

 

Accounts payable, related parties

 

 

62,817

 

 

 

48,412

 

 

 

13,672

 

 

 

76,512

 

Accrued expenses

 

 

 

 

 

 

Total Current Liabilities

 

 

63,267

 

 

 

48,862

 

 

 

13,672

 

 

 

78,162

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES

 

 

63,267

 

 

 

48,862

 

 

 

13,672

 

 

 

78,162

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies (Notes 1, 3 and 4)

 

 

 

 

 

 

 

 

Commitments and contingencies (Notes 1, 2, 3, 4 and 6)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders' (DEFICIT)

 

 

 

 

 

 

 

 

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

 

 

7,894

 

 

 

7,894

 

 

 

7,894

 

 

 

7,894

 

Additional paid-in capital

 

 

1,216,980

 

 

 

1,214,066

 

 

 

1,312,323

 

 

 

1,221,685

 

Accumulated (Deficit)

 

 

(1,200,940

)

 

 

(1,200,940

)

Accumulated (Deficit) during the Development stage

 

 

(86,550

)

 

 

(69,518

)

Accumulated (deficit)

 

 

(1,333,889

)

 

 

(1,306,750

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL STOCKHOLDERS' (DEFICIT)

 

 

(62,616

)

 

 

(48,498

)

 

 

(13,672

)

 

 

(77,171

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)

 

$

651

 

 

$

364

 

 

$

 

 

$

991

 


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






FONA, INC.

(A Development Stage Company)

STATEMENTS OF OPERATIONS


 

 

 

 

 

 

 

For the

 

 

 

 

 

 

 

 

Period From

 

 

 

 

 

 

 

 

August 1,

 

 

 

 

 

 

 

 

2008

 

 

 

 

 

 

 

 

(date of

 

 

 

 

 

 

 

 

development

 

 

 

 

 

 

 

 

stage)

 

 

Year Ended

 

 

through

 

 

Year Ended

 

 

December 31,

 

 

December 31,

 

 

December 31,

 

 

2012

 

 

2011

 

 

2012

 

 

2014

 

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounting and audit fees

 

 

8,875

 

 

 

9,350

 

 

 

28,429

 

 

 

12,210

 

 

 

7,600

 

Attorney fees

 

 

912

 

 

 

1,090

 

 

 

33,864

 

 

 

2,228

 

 

 

1,105

 

Filing fees

 

 

1,803

 

 

 

4,320

 

 

 

8,525

 

 

 

6,698

 

 

 

3,307

 

General corporate fees

 

 

750

 

 

 

750

 

 

 

2,670

 

 

 

750

 

 

 

750

 

Printing and mailing costs

 

 

 

 

 

 

 

 

1,056

 

 

 

 

 

 

 

Transfer agent fees

 

 

1,565

 

 

 

1,650

 

 

 

7,890

 

 

 

2,576

 

 

 

1,745

 

Other

 

 

213

 

 

 

180

 

 

 

1,202

 

 

 

41

 

 

 

48

 

Total Expenses

 

 

14,118

 

 

 

17,340

 

 

 

83,636

 

 

 

24,503

 

 

 

14,555

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Operating (Loss)

 

 

(14,118

)

 

 

(17,340

)

 

 

(83,636

)

 

 

(24,503

)

 

 

(14,555

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest Expense

 

 

2,914

 

 

 

 

 

 

2,914

 

 

 

2,636

 

 

 

4,705

 

Total Other Expenses

 

 

2,914

 

 

 

 

 

 

2,914

 

 

 

2,636

 

 

 

4,705

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Other (Expense)

 

 

(2,914

)

 

 

 

 

 

(2,914

)

 

 

(2,636

)

 

 

(4,705

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (Loss)

 

 

(17,032

)

 

 

(17,340

)

 

 

(86,550

)

 

 

(27,139

)

 

 

(19,260

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Per Share

 

$

Nil

 

 

$

Nil

 

 

$

(.01

)

 

$

Nil

 

 

$

Nil

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Shares Outstanding

 

 

7,894,111

 

 

 

7,894,111

 

 

 

7,314,726

 

 

 

7,894,111

 

 

 

7,894,111

 


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






FONA, INC.

(A Development Stage Company)

STATEMENT OF CHANGES IN STOCKHOLDERS' (DEFICIT)

For the Period from January 1, 2008 throughyears ended December 31, 2012 Accumulated2014 and 2013


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Deficit)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

During

 

 

 

 

 

 

Preferred

 

 

Common Stock

 

 

Paid In

 

 

Accumulated

 

 

Development

 

 

 

 

 

 

Stock

 

 

Shares

 

 

Amount

 

 

Capital

 

 

(Deficit)

 

 

Stage

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2008

 

$

 

 

 

3,899,204

 

 

$

3,900

 

 

$

1,192,066

 

 

$

(1,231,033

)

 

$

 

 

$

(35,067

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt converted to equity at $.15 (Note 3)

 

 

 

 

 

39,957

 

 

 

39

 

 

 

5,955

 

 

 

 

 

 

 

 

 

5,994

 

Net loss-Year ended December 31, 2008

 

 

 

 

 

 

 

 

 

 

 

 

 

 

30,093

 

 

 

(12,631

)

 

 

17,462

 

Balance at December 31, 2008

 

 

 

 

 

3,939,161

 

 

 

3,939

 

 

 

1,198,021

 

 

 

(1,200,940

)

 

 

(12,631

)

 

 

(11,611

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of stock for cash at .005 (Note 3)

 

 

 

 

 

3,954,950

 

 

 

3,955

 

 

 

16,045

 

 

 

 

 

 

 

 

 

20,000

 

Net loss-year ended December 31,2009

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(16,020

)

 

 

(16,020

)

Balance at December 31, 2009

 

 

 

 

 

7,894,111

 

 

 

7,894

 

 

 

1,214,066

 

 

 

(1,200,940

)

 

 

(28,651

)

 

 

(7,631

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss-year ended December 31, 2010

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(23,527

)

 

 

(23,527

)

Balance at December 31, 2010

 

 

 

 

 

7,894,111

 

 

 

7,894

 

 

 

1,214,066

 

 

 

(1,200,940

)

 

 

(52,178

)

 

 

(31,158

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss-year ended December 31, 2011

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(17,340

)

 

 

(17,340

)

Balance at December 31, 2011

 

 

 

 

 

7,894,111

 

 

 

7,894

 

 

 

1,214,066

 

 

 

(1,200,940

)

 

 

(69,518

)

 

 

(48,498

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Imputed Interest

 

 

 

 

 

 

 

 

 

 

 

2,914

 

 

 

 

 

 

 

 

 

2,914

 

Net loss-year ended December 31, 2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(17,032

)

 

 

(17,032

)

Balance at December 31, 2012

 

$

 

 

 

7,894,111

 

 

$

7,894

 

 

$

1,216,980

 

 

$

(1,200,940

)

 

$

(86,550

)

 

$

(62,616

)

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

 

 

 

Preferred

 

 

Common Stock

 

 

Paid In

 

 

Accumulated

 

 

 

 

 

 

Stock

 

 

Shares

 

 

Amount

 

 

Capital

 

 

(Deficit)

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2012

 

 

 

 

 

7,894,111

 

 

 

7,894

 

 

 

1,216,980

 

 

 

(1,287,490

)

 

 

(62,616

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Imputed Interest

 

 

 

 

 

 

 

 

 

 

 

4,705

 

 

 

 

 

 

4,705

 

Net loss-year ended December 31, 2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(19,260

)

 

 

(19,260

)

Balance at December 31, 2013

 

 

 

 

 

7,894,111

 

 

$

7,894

 

 

 

1,221,685

 

 

 

(1,306,750

)

 

 

(77,171

)

Imputed Interest

 

 

 

 

 

 

 

 

 

 

 

2,636

 

 

 

 

 

 

2,636

 

Forgiveness of Debt

 

 

 

 

 

 

 

 

 

 

 

88,002

 

 

 

 

 

 

88,002

 

Net loss-year ended December 31, 2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(27,139

)

 

 

(27,139

)

Balance at December 31, 2014

 

$

 

 

 

7,894,111

 

 

$

7,894

 

 

$

1,312,323

 

 

$

(1,333,889

)

 

$

(13,672

)


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




F-5



FONA, INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2014 and 2013



FONA, INC.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS


 

 

 

 

 

 

 

For the

 

 

 

 

 

 

 

 

Period From

 

 

 

 

 

 

 

 

August 1,

 

 

 

 

 

 

 

 

2008

 

 

 

 

 

 

 

 

(date of

 

 

 

 

 

 

 

 

development

 

 

 

 

 

 

 

 

stage)

 

 

For the Year Ended

 

 

through

 

 

For the Year Ended

 

 

December 31,

 

 

December 31,

 

 

December 31,

 

 

2012

 

 

2011

 

 

2012

 

 

2014

 

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash Flows from Operating Activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss)

 

$

(17,032

)

 

$

(17,340

)

 

$

(86,550

)

 

$

(27,139

)

 

$

(19,260

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non cash interest

 

 

2,914

 

 

 

 

 

 

2,914

 

 

 

2,636

 

 

 

4,705

 

Increase (decrease) in accounts payable and accrued expenses

 

 

 

 

 

(9,408

)

 

 

1,109

 

(Increase) in prepaid expenses

 

 

(187

)

 

 

 

 

 

(187

)

(Decrease) increase in accounts payable and accrued expenses

 

 

(1,650

)

 

 

1,200

 

Decrease in prepaid expenses

 

 

350

 

 

 

187

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Cash (Used in) Operating Activities

 

 

(14,305

)

 

 

(26,748

)

 

 

(82,714

)

 

 

(25,803

)

 

 

(13,168

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash Flows from Investing Activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Cash Provided by Investing Activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash Flows from Financing Activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sale of common stock

 

 

 

 

 

 

 

 

20,000

 

 

 

 

 

 

 

Advances (net) from related parties

 

 

14,405

 

 

 

26,747

 

 

 

62,817

 

 

 

25,162

 

 

 

13,695

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Cash Provided by Financing Activities

 

 

14,405

 

 

 

26,747

 

 

 

82,817

 

 

 

25,162

 

 

 

13,695

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Increase (Decrease) in Cash

 

 

100

 

 

 

(1

)

 

 

103

 

(Decrease) Increase in Cash

 

 

(641

)

 

 

527

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash, Beginning of Period

 

 

14

 

 

 

15

 

 

 

11

 

 

 

641

 

 

 

114

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash, End of Period

 

$

114

 

 

$

14

 

 

$

114

 

 

$

 

 

$

641

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest Paid

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

Income Taxes Paid

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental Disclosure of Non-Cash Transactions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Conversion of debt for stock and debt forgiveness

 

$

 

 

$

 

 

$

5,994

 

Debt forgiveness

 

$

88,002

 

 

$

 


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





F-6



FONA, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 20122014 and 20112013



(1) Summary of Accounting Policies, and Description of Business


This summary of significant accounting policies of Fona, Inc. (Company), a “Development Stage Company”, is presented to assist in understanding the Company's financial statements. The financial statements and notes are representations of the Company's management who is responsible for their integrity and objectivity. These accounting policies conform to generally accepted accounting principles in the United States of America and have been consistently applied in the preparation of the financial statements.


(a)Organization and Description of Business


The Company was incorporated as Fonahome Corporation in 1990 under the laws of the State of Minnesota. On March 3, 2009, the Company held a shareholder meeting approving a migratory merger to Nevada and a name change to Fona, Inc., which became effective March 24, 2010.


The Company initially developed and marketed an interactive information and advertising service, but ceased all major operations in December, 1999. Currently the Company is a Development Stage Company with plans to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions.


Effective August 1, 2008, the Company commenced activities to become a reporting company with the Securities and Exchange Commission (“SEC”) with the intention to become a publicly trading company.


On March 2, 2015, Evolutionary Genomics, Inc. (“EG”), EG I, LLC (“EG I”) and the Company, Fona Merger Sub, Inc. (“Sub”) and Fona Merger Sub, LLC (“Sub LLC”), entered into an Amended and Restated Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, subject to certain conditions, Sub will merge with EG and Sub LLC will merge with EG I, with each EG and EG I surviving as wholly-owned subsidiaries of the Company (the “Mergers”).


(b)Use of Estimates in the Preparation of Financial Statements


The preparation of financial statements in conformity with generally accepted accounting principles 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.


(c)Per Share Information


Earnings (loss) per share of common stock is computed by dividing the net earnings (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings per share is not shown for periods in which the Company incurs a loss because it would be anti-dilutive.


(d)Basis of Presentation - Going Concern


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 no business operations and has negative working capital and stockholders’ deficits, which raise substantial doubt about its ability to continue as a going concern.








F-7



FONA, INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2014 and 2013



(1) Summary of Accounting Policies, Continued


In view of these matters, continuation as a going concern 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. The financial statements do not include any adjustments relating to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company has financed its operations primarily through cash advances from related parties, which has advanced the Company a total of $11,674 for working capital on an “as needed” basis, including $25,162 during the year ended December 31, 2014. There is no assurance that these advances will continue in the future.


ManagementThe Company has opted to resumeentered into an Agreement and Plan of Merger as amended by the filingAmended and Restated Agreement and Plan of SecuritiesMerger dated March 2, 2015 and Exchange Commission (SEC) reporting documentation and then to seek a business combination. Management believes that consummating this planmerger provides an opportunity for the Company to continue as a going concern.




F-7



FONA, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2012 and 2011



(1) Summary of Accounting Policies, Continued

(e)Recent Accounting Pronouncements


There were various accounting standards and interpretations issued during 20122014 and 2011,2013, none of which are expected to a have a material impact on the Company’s consolidated financial position, operations or cash flows.


The Financial Accounting Standards Board issued Accounting Standards Update No. 2014-15 in August 2014 regarding disclosure of uncertainties about an entity’s ability to continue as a going concern.  The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted.


The Financial Accounting Standards Board issued Accounting Standards Update No. 2014-10 in June 2014 which eliminated certain financial reporting requirements for development stage companies.  This update was required to become effective for the Company as of the first annual period beginning after December 15, 2014 and early adoption is permitted.  The Company elected early adoption of this update.


(f)Risks and Uncertainties


The Company is subject to substantial business risks and uncertainties inherent in starting a new business. There is no assurance that the Company will be able to complete a business combination.


(g)Revenue Recognition


It is the Company's policy that revenue is recognized in accordance with SEC Staff Accounting Bulletin (SAB) No. 104, "Revenue Recognition." Under SAB 104, product revenues (or service revenues) are recognized when persuasive evidence of an arrangement exists, delivery has occurred (or service has been performed), the sales price is fixed and determinable and collectability is reasonably assured.


(h)Cash and Cash Equivalents


The Company considers cash and cash equivalents to consist of cash on hand and demand deposits in banks with an initial maturity of 90 days or less.


(i)Fair Value of Financial Instruments


Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ASC Subtopic 825-10 ("ASC 825-10"), "Disclosures About Fair Value of Financial Instruments." ASC 825-10 requires disclosure of fair value information about financial instruments when it is practicable to estimate that value. The carrying amount of the Company's cash, cash equivalents, accounts payable, accrued expenses, and accounts payable-related party approximate their estimated fair values due to their short-term maturities.



F-8



FONA, INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2014 and 2013



(1) Summary of Accounting Policies, Continued


(j)Income Taxes


The Company records deferred taxes in accordance with Statement of Financial Accounting Standards (SFAS) ASC 740, "Accounting“Accounting for Income Taxes."Taxes”, which requires the use of assets and liability method of accounting for income taxes. The statement requires recognition of deferred tax assets and liabilities for temporary differences between the tax bases of assets and liabilities and the amounts at which they are carried in the financial statements, the effect of net operating losses, based upon the enacted tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized.


(k)Development stage


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 the Company commenced the process to become a publicly reporting company.




F-8



FONA, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2012 and 2011



(1) Summary of Accounting Policies, Continued

(l)Concentrations


Financial instruments that potentially subject the company to concentrations of credit risk consist principally of cash and cash equivalents. At December 31, 20122014 and December 31, 2011,2013, the Company had no amounts of cash or cash equivalents in financial institutions in excess of amounts insured by agencies of the U.S. Government.


(m)(l)Reclassification


Certain amounts previously reported have been reclassified to conform to current presentation.


(n)(m)Other


The Company has selected December 31 as its fiscal year end.


The Company has paid no dividends.


No advertising expense has been incurred.


The Company consists of one reportable business segment.


The Company has not entered into any leases.


(2) Income Taxes


Deferred income taxes arise from temporary timing differences in the recognition of income and expenses for financial reporting and tax purposes. The Company’s deferred tax assets consist entirely of the benefit from net operating loss (NOL) carry forwards, limited by the value of the shell. The net operating loss carry forward if not used, will expire in various years through 2032, and is severely restricted as per the Internal Revenue code if there is a change in ownership. The Company’s deferred tax assets are offset by a valuation allowance due to the uncertainty of the realization of the net operating loss carry forwards. Net operating loss carry forwards may be further limited by other provisions of the tax laws. Our income tax returns are no longer subject to Federal tax examinations by tax authorities for years before December 31, 2011.











F-9



FONA, INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2014 and 2013



(2) Income Taxes, Continued


The Company’s deferred tax assets, valuation allowance, and change in valuation allowance are as follows:


Period Ending

 

Estimated
NOL Carry-
forward

 

NOL Expires

 

Estimated Tax
Benefit from
NOL

 

Valuation
Allowance

 

Change in
Valuation
Allowance

 

Net Tax
Benefit

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2011

 

569,518

 

Various

 

105,361

 

(105,361)

 

(3,208)

 

December 31, 2012

 

586,550

 

Various

 

108,512

 

(108,512)

 

(3,151)

 

Period Ending

 

Estimated
NOL Carry-
forward

 

NOL Expires

 

Estimated Tax
Benefit from
NOL

 

Valuation
Allowance

 

Change in
Valuation
Allowance

 

Net Tax
Benefit

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2013

 

605,810

 

Various

 

112,075

 

(112,075)

 

(3,563)

 

December 31, 2014

 

354,403

 

Various

 

65,565

 

(65,565)

 

46,510

 


Income taxes at the statutory rate are reconciled to the Company’s actual income taxes as follows:


Income tax benefit at statutory rate resulting from net operating loss carry forward

 

(15.0)%

State tax (benefit) net of Federal benefit

 

(3.5)%

Deferred income tax valuation allowance

 

18.5%

Actual tax rate

 


The change in valuation allowance for the year ended December 31, 2014 was primarily a result of the change in value of the Company resulting from the change of control under the Agreement and Plan of Merger dated June 6, 2014, partially offset by the net loss for the year ended December 31, 2014.


(3) Related Party Transactions


The Company’s officers and directors are also the officers and directors of Evolutionary Genomics, Inc. with whom the Company has entered into the Amended and Restated Agreement and Plan of Merger dated March 2, 2015. Mr. Warnecke is the Evolutionary Genomics, Inc.’s Chief Executive Officer and Chairman of the Board and owns, directly or indirectly, 782,539 shares, or 64.2% of the Series B-2 Preferred Stock outstanding and 1,104,596 shares or 28.7% of the Common Stock outstanding as of December 31, 2014.  


Mr. Warnecke is also 100% owner of Sixty-Five Roses Ranch, Inc. which acts as the Managing Member of EG I, LLC, which is a party to the Amended and Restated Agreement and Plan of Merger dated March 2, 2015.  As of December 31, 2014, Mr. Warnecke’s ownership, either directly or indirectly of EG I, LLC  consisted of 495,772 of the 3,056,000 class A interests and Sixty-Five Roses Ranch, Inc. owned 169,778 of the 727,619 class B interests.


The Company maintains a mailing address at the offices of its chief executive officer, Steve B. Warnecke, located at 1026 Anaconda Drive, Castle Rock, CO  80108 at no cost to the Company.


At December 31, 2013, the Company owed $76,512 to related parties for expenses of the Company. As of June 30, 2014, the Company owed $88,002 to related parties for the expenses of the Company.  On June 30, 2014, Sanford Schwartz and Michael Friess, the former majority shareholders of both the related party and the Company as of June 30, 2014, released the Company of debt totaling $88,002 resulting in a reclassification of the related party debt to additional paid in capital.  For the six months ended December 31, 2014, Evolutionary Genomics, Inc., the majority shareholder of the Company as of December 31, 2014, advanced $13,672 in payment of expenses on behalf of the Company. The advances are uncollateralized, bear no interest and are due on demand.


(4) Amended and Restated Agreement and Plan of Merger


On June 6, 2014, the Company, Evolutionary Genomics, Inc. (“EG”), EG I, LLC (“EG I”), Fona Merger Sub, Inc., (“Sub”) and Fona Merger Sub, LLC (“Sub LLC”) entered into an Agreement and Plan of Merger as amended by the Amended and Restated Agreement and Plan of Merger dated March 2, 2015 (the “Merger Agreement”), pursuant to which, subject to certain conditions, Sub will merge with EG and Sub LLC will merge with EG I, with each EG and EG I surviving as wholly-owned subsidiaries of the Company.



F-9F-10



FONA, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 20122014 and 20112013



(3)(4) Amended and Restated Agreement and Plan of Merger, Continued


Pursuant to the terms of the Merger Agreement, at the effective time of the Mergers, the Company shall cause to be paid or issued to stockholders of record of EG as of the effective time of the Mergers, 308,821,675 newly issued shares of common stock, par value $0.001 per share of the Company giving them 86.2% of the combined company and 47,323,188 shares of Common Stock to the members of EG I giving them 13.3% of the combined company. The original shareholders of the Company shall retain 1,960,688 shares, or .5% (or one-half of one percent) of the combined company.  The closing of the Mergers shall occur on or before December 31, 2015 (“Closing”).  EG and EG I may at any time mutually agree to change the method of effecting the business combination, including entering into an appropriate amendment to the Merger Agreement.  The Mergers are intended to be a transaction or transactions described in Section 351 of the Internal Revenue Code (the “Code”).


The completion of the Mergers are subject to the satisfaction or waiver of certain closing conditions, including, without limitation, (i) the approval and adoption by the EG Stockholders and EG I Members of the Merger Agreement, (ii) the issuance of the Merger consideration in connection with the consummation of the Mergers, (iii) the effectiveness of a joint proxy statement/prospectus included in the Company’s registration statement on Form S-4, (iv) the effectiveness of a Registration Statement on Form S-1 to register certain shares held by certain shareholders of Company, (v) holders of either securities in EG and EG I shall not be entitled to dissenters’ or appraisal rights, (vi) absence of certain orders or regulations prohibiting the consummation of the Mergers, (vii) the effectiveness of a 1 for 60.8826565 shares reverse split of the Common Stock, and Migratory(vii) the approval or consent of any governmental authorities and third parties with respect to the transactions contemplated by the Merger Agreement.  


The Merger Agreement contains certain termination rights for EG, EG I and the Company. The Merger Agreement may be terminated for reasons, including but not limited to, the following:  (i) the mutual consent of the parties upon a majority vote of the boards of directors of the Company and EG or the board of managers of EG I, (ii) by any party to the Merger Agreement if any required governmental approval is denied, (iii) by any party to the Merger Agreement if the Merger is not consummated on or before December 31, 2015, (iv) by the board of managers of EG I or board of directors of EG if the Company, Sub or Sub LLC enter into any binding agreement that is not contemplated by the Merger Agreement, or (v) the occurrence of a material adverse effect that individually has or could reasonably be expected to have a material adverse effect on the Company, Sub or Sub LLC.

On June 6, 2014, the Company entered into a Securities Purchase Agreement (the “First SPA”) whereby Michael Friess, the Chairman of the Board, President and Chief Executive of the Company and Sanford Schwartz, member of the Company’s Board of Directors, agreed to sell, and EG, agreed to purchase, 366,000 shares of common stock from each of Messrs. Friess and Schwartz for an aggregate purchase price consideration of $145,000.  The First SPA further gave EG an option to purchase an additional 1,611,475 shares of common stock from each of Messrs. Friess and Schwartz for an aggregate purchase price consideration of $10,000 (the “Friess-Schwartz Option”).


In conjunction with the First SPA, EG entered into a securities purchase agreement with Nick Boosalis, a shareholder of Company, Desfaire, Inc., a Minnesota corporation and affiliate of Nick Boosalis, and The Boosalis Group, Inc., a Minnesota corporation and also an affiliate of Nick Boosalis, for the purchase of an option to acquire an aggregate of 2,252,233 shares of common stock of the Company (the “Boosalis Option”).  


On October 1, 2014, EG entered into a Securities Purchase Agreement (the “Second SPA”) with Michael Friess, Sanford Schwartz, Nick Boosalis, Desfaire, Inc. and The Boosalis Group, Inc., pursuant to which, in consideration of $110,000, EG purchased, in the aggregate, 5,201,423 shares of Company’s common stock.  As a result of the Second SPA, there was a change in control of Company.  EG currently owns 5,933,423 shares of Company’s common stock, or 75.16%.  The source of the funds for the purchase price for the shares of common stock was the working capital of EG. Simultaneously with the closing of the Second SPA, and in conjunction with the change in control, (i) Virginia Orndorff and Mark Boggess were appointed as directors of Company in addition to their roles as directors of EG and (ii) Messrs. Friess and Schwartz’s resigned as directors of Company.




F-11



FONA, INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2014 and 2013



(5) Common Stock


Pursuant to the Articles of Incorporation of Fona, Inc., the Company is authorized to issue 780,000,000 common shares with $.001 par value. There were 7,894,111 shares of common stock issued and outstanding at December 31, 2012. In April 2009, the Company issued a total2014. There were no preferred shares outstanding as of 3,954,950 shares of common stock to two directors for $10,000 cash and a note for an additional $10,000. The note was satisfied in May 2009. This resulted in a change in control of the Company.December 31, 2014.


On March 3, 2009, the Board of Directors unanimously approved an Agreement and Plan of Merger effectively changing the name of the Company to Fona Inc., a Nevada corporation (“Re-incorporation Merger”) and simultaneously adopting the capital structure of Fona Inc., which includes total authorized capital stock of 800,000,000, of which 780,000,000 are common stock, and 20,000,000 are blank check preferred stock. There were no preferred shares outstanding as of December 31, 2012.


In accordance with the Agreement and Plan of Merger, effective March 24, 2009, Fonahome Corporation adopted the capital structure of Fona, Inc., which includes total authorized capital stock of 800,000,000 shares, of which 780,000,000 are common stock, with a par value of $.001 per share (the "Fona Common Stock") and 20,000,000 shares are blank check preferred stock, with a par value of $.001 per share (the "Preferred Stock"). In addition, on March 24, 2009, the issued and outstanding shares of our common stock automatically converted into shares of Fona Common Stock at a ratio of one (1) share of our currently outstanding common stock for one (1) share of Fona Common Stock.share.


All references in the accompanying financial statements to the number of shares authorized and outstanding have been retroactively adjusted to reflect the new capital structure and par values effective March 24, 2009.


On December 22, 2008, the Board of Directors approved the issuance of 39,957 shares of common stock to Nick T. Boosalis for forgiveness of debt totaling $5,994.


(4) Related Party Transactions


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


At December 31, 2012 and 2011, the Company owed two separate related parties for expenses paid on behalf of the Company totaling $62,817 and $48,412, respectively. The advances are uncollateralized, bear no interest and are due on demand.


(5)(6) Subsequent Events


The Company has evaluated events subsequent to December 31, 20122014 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 disclosureAs discussed in Note 4, the financial statements.


Company entered into the Amended and Restated Agreement and Plan of Merger as of March 2, 2015.






F-10F-12