UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 10-Q
____________________
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2013
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to____________
Commission File No. 000-49652
FONU2 Inc.
(Exact name of registrant as specified in its charter)
| |
Nevada | 65-0773383 |
(State or other jurisdiction of | (I.R.S. Employer Identification No.) |
incorporation or organization) | |
331 East Commercial Blvd.
Ft. Lauderdale, Florida 33334
(Address of principal executive offices)
(954) 938-4133
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [ X ] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
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PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Not applicable.
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date:
May 13, 2013 - Common – 45,678,605
May 13, 2013 - Preferred – none
PART I
Item 1. Financial Statements
The financial statements of the registrant required to be filed with this Quarterly Report on Form 10-Q were prepared by management and commence below, together with related notes. In the opinion of management, the financial statements fairly present the financial condition of the registrant.
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FONU2 INC.
Balance Sheets
(Unaudited)
| | | | | | | | | |
ASSETS |
| | | | | | | | | |
| | | | | March 31, | | September 30, |
| | | | | 2013 | | 2012 |
CURRENT ASSETS | | | | | | | |
| | | | | | | | | |
| Cash | | | $ | 16,812 | | $ | 3,038 |
| Inventory | | | | 7,521 | | | 7,276 |
| Prepaid expenses | | | | 21,096 | | | 220,548 |
| | | | | | | | | |
| | Total Current Assets | | | | 45,429 | | | 230,862 |
| | | | | | | | | |
PROPERTY AND EQUIPMENT, net | | | | 11,939 | | | 12,855 |
| | | | | | | | | |
OTHER ASSETS | | | | | | | |
| Security deposits | | | | 2,285 | | | 2,285 |
| | TOTAL ASSETS | | | $ | 59,653 | | $ | 246,002 |
| | | | | | | | | |
LIABILITIES AND STOCKHOLDERS' (DEFICIT) |
| | | | | | | | | |
CURRENT LIABILITIES | | | | | | | |
| Accounts payable and accrued expenses | | | $ | 82,313 | | $ | 81,926 |
| Accrued interest payable | | | | 16,770 | | | 7,154 |
| Payroll liabilities | | | | 337,949 | | | 136,424 |
| Derivative liability | | | | 103,358 | | | - |
| Notes payable | | | | 97,500 | | | 77,000 |
| Convertible notes payable, net | | | | 123,000 | | | 75,000 |
| Related party payable | | | | 52,300 | | | - |
| | | | | | | | | |
| | Total Current Liabilities | | | | 813,190 | | | 377,504 |
| | | | | | | | | |
| | TOTAL LIABILITIES | | | | 813,190 | | | 377,504 |
| | | | | | | | | |
STOCKHOLDERS' (DEFICIT) | | | | | | | |
| Preferred stock series A; 20,000,000 shares authorized, at $0.01 par value, -0- and -0- shares issued and outstanding, respectively | | | | - | | | - |
| Preferred stock series B; 20,000,000 shares authorized, at $0.01 par value, -0- and -0- shares issued and outstanding, respectively | | | | - | | | - |
| Common stock; 2,000,000,000 shares authorized, | | | | | | | |
| at $0.001 par value, 47,377,178 and 66,676,182 | | | | | | | |
| shares issued and outstanding, respectively | | | | 47,377 | | | 66,676 |
| Additional paid-in capital | | | | 37,338,568 | | | 37,144,409 |
| Deficit accumulated during the development stage | | | | (38,139,482) | | | (37,342,587) |
| | Total Stockholders' Deficit | | | | (753,537) | | | (131,502) |
| | TOTAL LIABILITIES AND STOCKHOLDERS' | | | | | | | |
| | (DEFICIT) | | | $ | 59,653 | | $ | 246,002 |
The accompanying notes are an integral part of these unaudited financial statements.
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The accompanying notes are an integral part of these unaudited financial statements.
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| | | | | | | | |
FONU2, INC. |
Statements of Cash Flows |
(Unaudited) |
| | | | For the Six | | For the Six |
| | | | Months Ended | | Months Ended |
| | | | March 31 | | March 31 |
| | | | 2013 | | 2012 |
OPERATING ACTIVITIES | | | | | |
| Net loss | $ | (796,895) | | $ | (34,563,244) |
| Adjustments to reconcile loss | | | | | |
| to cash flows from operating activities: | | | | | |
| | Depreciation | | 916 | | | - |
| | Amortization of debt discount | | 87,000 | | | - |
| | Loss on derivative liability | | 108,118 | | | - |
| | Loss on default of note payable | | 29,000 | | | - |
| | Stock-based compensation | | 44,100 | | | 34,159,083 |
| | Contributed salary | | - | | | 125,000 |
| Changes in operating assets and liabilities | | | | | |
| | Inventory | | (245) | | | |
| | Prepaid expenses and other assets | | 199,452 | | | (17,715) |
| | Accounts payable & accrued liabilities | | 235,028 | | | 498 |
| | Net Cash Used in Operating Activities | | (93,526) | | | (296,378) |
| | | | | | | | |
INVESTING ACTIVITIES | | | | | |
| | Net Cash Used in Investing Activities | | - | | | 8,249 |
| | | | | | | | |
FINANCING ACTIVITIES | | | | | |
| Capital contributions | | - | | | 1,000 |
| Distributions to shareholders | | - | | | (1,830) |
| Cash received on convertible notes payable | | 55,000 | | | 75,000 |
| Net advances from related party debt | | 52,300 | | | - |
| Common and preferred stock issued for cash | | - | | | 214,749 |
| | Net Cash Provided by Financing Activities | | 107,300 | | | 288,919 |
| | | | | | | | |
NET INCREASE (DECREASE) IN CASH | | 13,774 | | | 790 |
| | | | | | | | |
CASH AT BEGINNING OF YEAR | | 3,038 | | | 13,840 |
| | | | | | | | |
CASH AT END OF YEAR | $ | 16,812 | | $ | 14,630 |
SUPPLEMENTAL CASH FLOW INFORMATION: | | | | | |
| CASH PAID FOR: | | | | | |
| | Interest | $ | - | | $ | - |
| | Income taxes | $ | - | | $ | - |
NON-CASH INVESTING ACTIVITY | | | | | |
| Conversion of accounts payable to notes payable | | 23,500 | | | - |
| Common stock issued for convertible notes payable | | 39,000 | | | - |
| Cancellation of common stock | | 23,103 | | | - |
| Debt discount from derivative liability | | 87,000 | | | - |
| Write off of derivative liability into additional paid in capital | 91,760 | | | - |
The accompanying notes are an integral part of these unaudited financial statements.
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FONU2, INC.
Notes to the Condensed Unaudited Financial Statements
March 31, 2013
NOTE 1 - CONDENSED FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at March 31, 2013 and for all periods presented herein, have been made.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's September 30, 2012 audited financial statements. The results of operations for the periods ended March 31, 2013 are not necessarily indicative of the operating results for the full year.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. During the six months ended March 31, 2013 the Company realized a net loss of $796,895 and had a working capital deficit of $767,761. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE 3 – RELATED PARTY NOTES PAYABLE
During the period ended March 31, 2013 the Company borrowed an aggregate amount of $44,300 from its former CEO, Jeff Pollitt. The note is unsecured, bears no interest and is due on demand.
During the period ended March 31, 2013 the Company borrowed an aggregate amount of $13,000 from its CMO, Niccole Leigh. The Company made a $5,000 payment on this amount during the period, leaving an open balance of $8,000 at March 31, 2013. The note is unsecured, bears no interest and is due on demand.
NOTE 4 – FAIR VALUE MEASUREMENTS
As defined in FASB ASC 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilized the market data of similar entities in its industry or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. FASB ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).
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The three levels of the fair value hierarchy are as follows:
| |
Level 1 – | Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities. |
| |
Level 2 - | Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date and includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars. |
| |
Level 3 – | Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. |
The following table sets forth by level within the fair value hierarchy the Company’s financial assets and liabilities that were accounted for at fair value as March 31, 2013.
NOTE 5 – DERIVATIVE INSTRUMENTS
During 2013, the Company issued debt instruments that were convertible into common stock at a 42 percent discount to the average of the three lowest closing prices during the ten day period prior to conversion. See Note 6. The conversion options embedded in these instruments contain no explicit limit to the number of shares to be issued upon settlement and as a result are classified as liabilities under ASC 815. Additionally, because the number of shares to be issued upon settlement is indeterminate, all other share settle-able instruments must also be classified as liabilities.
During 2013, certain notes payable were converted resulting in settlement of the related derivative liabilities. The Company re-measured the embedded conversion options at fair value on the date of settlement and recorded these amounts to additional paid-in capital.
The following table summarizes the changes in the derivative liabilities during the period ended March 31, 2013:
| | |
| | |
Ending balance as of September 30, 2012 | $ | - |
| | |
Additions due to new convertible debt issued | | 153,465 |
| | |
Reclassification of derivative liabilities to additional paid-in capital due to conversion of debt | | (91,760) |
| | |
Change in fair value | | 41,653 |
| | |
Ending balance as of March 31, 2013 | $ | 103,358 |
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During the period ended March 31, 2013, the loss on derivatives of $108,118 in the statement of operations consisted of a loss on the change in fair value of $41,653 noted above and a loss of $66,465, which was the amount by which the derivative liabilities exceeded the principal of the related notes payable on the date the notes were issued.
The Company uses the Black Scholes Option Pricing Model to value its derivatives based upon the following assumptions: dividend yield of -0-%, volatility of 285-693%, risk free rate of 0.18-0.14% and an expected term of 0.50 to 1 year.
NOTE 6 – CONVERTIBLE NOTES PAYABLE
During 2013, $58,000 of notes payable that were previously not convertible became convertible. The embedded conversion options in these notes are required to be classified as liabilities. See Note 5. The note payable was due on February 2, 2013, and the Company incurred an additional $29,000 owed as part of the principal of the note due to being in default. During the three months ended March 31, 2013, the lender converted $39,000 of the note payable. As of March 31, 2013, the note had an outstanding principal of $48,000.
On March 11, 2013 the Company entered into a convertible promissory note with an unrelated third party, wherein the Company borrowed $78,500. $23,500 of the proceeds were paid directly to the Company’s vendors by the lender. The principal accrues interest at a rate of eight percent per annum and is due in full on December 16, 2013. The note is convertible at the option of the holder at any point at least 180 days from the note date at a 42 percent discount to the average of the three lowest closing prices during the ten day period prior to conversion. The note will accrue interest at a rate of 22 percent per annum should the Company default.
NOTE 7 - COMMON STOCK
On October 22, 2012 the Company
entered into a Redemption Agreement with HMBL Trust, William Lavenia, and SLP-DZ-NTZ, LLC (collectively, the “Stockholders”), by which the Company agreed to purchase a total of 8,102,736 shares of its common stock from the Stockholders for total aggregate consideration of one dollar. The Company further agreed to release the Stockholders from any and all liability relating to any claims that it may have as of the date of the Redemption Agreement. The 8,102,736 repurchased shares of common stock were cancelled immediately upon receipt.
During the six months ended March 31, 2013 the Company issued 1,050,000 shares of common stock for services valued at $44,100.
On February 27, 2013, Jeff Pollitt, the Company’s CEO, resigned his position with the Company. Pursuant to this resignation, Mr. Pollitt returned 15,000,000 of his 22,796,962 shares of the Company’s common back to the Company. The 15,000,000 shares were cancelled by the Company immediately upon receipt.
On March 25, 2013 the Company issued 2,753,732 shares of common stock to a third party pursuant to a partial conversion of a convertible promissory note. The issuance resulted in a $39,000 reduction to the convertible promissory note, which has an outstanding balance of $48,000 at March 31, 2013.
NOTE 8 – SUBSEQUENT EVENTS
Subsequent to March 31, 2013, the Company issued 175,000 shares of common stock for services provided by management, issued 1,981,515 shares of common stock for services provided by consultants, and issued an additional 1,190,476 shares of common stock upon the conversion of $15,000 in convertible debt.
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Item 2. Management’s Discussions and Analysis of Financial Condition and Results of Operations.
Forward-looking Statements
Statements made in this Quarterly Report which are not purely historical are forward-looking statements with respect to the goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance and our business, including, without limitation, (i) our ability to raise capital, and (ii) statements preceded by, followed by or that include the words “may,” “would,” “could,” “should,” “expects,” “projects,” “anticipates,” “believes,” “estimates,” “plans,” “intends,” “targets” or similar expressions.
Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following, general economic or industry conditions, nationally and/or in the communities in which we may conduct business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, our ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting our current or potential business and related matters.
Accordingly, results actually achieved may differ materially from expected results in these statements. Forward-looking statements speak only as of the date they are made. We do not undertake, and specifically disclaim, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.
Results of Operation
For The Three Months Ended March 31, 2013 Compared to The Three Months Ended March 31, 2012.
We had $59,523 in revenue in the quarterly period ended March 31, 2013, compared to $-0- in the quarterly period ended March 31, 2012. Cost of sales was $38,157 and $-0- and gross profits were $21,366 and $-0-, in the quarters ended March 31, 2013 and 2012, respectively.
Our operating expenses decreased to $334,951 during the quarterly period ended March 31, 2013, from $34,257,974 in the year-ago period. We has a loss from operations of $313,585 in the three months ended March 31, 2013 compared to a loss from operations of $34,257,974 in the three months ended March 31, 2012. We had net interest expense of $121,674 in the quarter ended March 31, 2013 and $-0- for the quarter ended March 31, 2012 and a loss on derivative liability of $108,118 for the three months ended March 31, 2013 and $-0- for the three months ended March 31, 2012.
For the three months ended March 31, 2013, our net loss was $543,377, or $0.01 per share, as compared to a net loss of $34,257,974, or $1.95 per share, during the March 31, 2012 period.
For The Six Months Ended March 31, 2013 Compared to The Six Months Ended March 31, 2012.
We had $128,278 in revenue in the six months ended March 31, 2013, compared to $-0- in the six months ended March 31, 2012. Cost of sales was $55,887 and $-0- and gross profits were $72,391 and $-0-, in the six months ended March 31, 2013 and 2012, respectively.
Our operating expenses decreased to $635,552 during the six months ended March 31, 2013, from $34,563,244 in the year-ago period. We has a loss from operations of $563,161 in the six months ended March 31, 2013 compared to a loss from operations of $34,563,244 in the six months ended March 31, 2012. We had net interest expense of $125,616 in the six months ended March 31, 2013 and $-0- for the six months ended March 31, 2012 and a loss on derivative liability of $108,118 for the six months ended March 31, 2013 and $-0- for the six months ended March 31, 2012.
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For the six months ended March 31, 2013, our net loss was $796,895, or $0.01 per share, as compared to a net loss of $34,563,244, or $1.97 per share, during the March 31, 2012 period.
Liquidity
The Company had cash on hand of $16,812 as of March 31, 2013. We believe that this cash on hand will not be sufficient to meet our expenses through the end of our 2013 fiscal year. We will have to seek additional financing through either a private placement of our stock or through debt financing. While management expects to be able to raise the required funds, there is no guarantee that we can obtain adequate financing. Our ability to achieve a level of profitable operations and/or additional financing may affect our ability to continue as a going concern.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not required.
Item 4. Controls and Procedures.
Evaluation of disclosure controls and procedures
Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q. In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Based on that evaluation, our chief executive officer and chief financial officer concluded that, as of March 31, 2013, our disclosure controls and procedures were not effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules, regulations and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. This material deficiency is due to a lack of adequate internal controls and the absence of an audit committee.
Changes in internal control over financial reporting
There were no significant changes in our internal controls over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None; not applicable.
Item 1A. Risk Factors.
Not required.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On February 11, 2013, and March 31, 2013, the Company issued a total of 350,000 “unregistered” and “restricted” shares of common stock, and 175,000 “unregistered” and “restricted” shares of common stock, respectively, to
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Jeffrey A. Olweean, Robert B. Lees and Nicole Leigh under the terms of their respective Independent Contractor Agreements and Executive Employment Agreements. Each of these issuances was made in reliance on the exemptions from registration provided by Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder.
On February 27, 2013; March 8, 2013; and March 26, 2013, the Company issued 875,912 “unregistered” and “restricted” shares; 750,000 “unregistered” and “restricted” shares; and 1,127,820 “unregistered” and “restricted” shares, respectively, to Asher Enterprises, Inc., upon partial conversion of a convertible promissory note. These issuances were made in reliance on Rule 144 of the Securities and Exchange Commission.
Item 3. Defaults Upon Senior Securities.
None; not applicable.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
During the quarterly period ended March 31, 2013, there were no material changes to the procedures by which security holders may recommend nominees to the Company’s Board of Directors.
Item 6. Exhibits.
Exhibit No. Identification of Exhibit
| |
31.1
31.2
32 | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act provided by Robert B. Lees, Interim President.
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act provided by Robert B. Lees, Chief Financial Officer.
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 provided by Robert B. Lees, Interim President and Chief Financial Officer. |
101.INS | XBRL Instance Document* |
101.PRE. | XBRL Taxonomy Extension Presentation Linkbase* |
101.LAB | XBRL Taxonomy Extension Label Linkbase* |
101.DEF | XBRL Taxonomy Extension Definition Linkbase* |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase* |
101.SCH | XBRL Taxonomy Extension Schema* |
*Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed “furnished” and not “filed” or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, or deemed “furnished” and not “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise is not subject to liability under these sections.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized
FONU2, INC.
| | | | |
| | | | |
Date: | May 16, 2013 | | By: | /s/Robert B. Lees |
| | | | Interim President and CEO, CFO and Director |
| | | | |
| | | | |
Date: | May 16, 2013 | | By: | /s/ Nicole Leigh |
| | | | Nicole Leigh, Director |
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