PINX:MIMV Quarterly Report 10-Q Filing - 3/31/2012

Effective Date 3/31/2012

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

(Mark One)
 
S QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended: March 31, 2012

 
Or
 
£ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to _____________
 
Commission File Number: 000-54074

 

 

MIMVI, INC.

(Exact name of registrant as specified in its charter)

 

Nevada 26-0685980
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

 

440 North Wolfe Road,
Sunnyvale, CA

 

94085

(Address of principal executive offices) (Zip Code)

 

818-483-3583

(Registrant's telephone number, including area code)

 

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

 

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

 

Large accelerated filer o   Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)   Smaller reporting company x

 

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

 

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:

 

Common Stock, $0.001 par value 46,274,985 shares
(Class) (Outstanding as of May 17, 2012)

 

 
 

 

MIMVI, INC.

Table of Contents

 

  Page
PART I – FINANCIAL INFORMATION  
Item 1. Financial Statements — Unaudited Financial Statements  
Balance Sheets  
Statements of Operations  
Statements of Cash Flows  
Notes to Financial Statements  
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations  
Item 3. Quantitative and Qualitative Disclosures About Market Risk  
Item 4. Controls and Procedures  
PART II – OTHER INFORMATION  
Item 1. Legal Proceedings  
Item 1A. Risk Factors  
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds  
Item 3. Defaults Upon Senior Securities  
Item 4. Mine Safety Disclosures  
Item 5. Other Information  
Item 6. Exhibits  
SIGNATURES  

 

2
 

 

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

 

MIMVI, INC.
(A Development Stage Company)
Balance Sheets
(Unaudited)

 

   March 31,   December 31, 
   2012   2011 
Assets          
           
Current assets          
          
Cash  $25,831   $- 
Prepaid expenses   239,264    329,467 
Total current assets   265,095    329,467 
           
Total assets  $265,095   $329,467 
           
Liabilities and Stockholders' Deficit          
           
Current liabilities          
Accounts payable and accrued expenses  $944,408   $910,248 
Due to related party   1,933    1,126 
Bank overdraft   -    382 
Notes payable   77,500    75,000 
Note payable due to related party   25,000    25,000 
Total current liabilities   1,048,841    1,010,630 
           
Total liabilities   1,048,841    1,010,630 
           
Stockholders' deficit          
Preferred stock, $0.001 par value, 50,000,000 shares authorized; zero outstanding as of March 31, 2012 and December 31, 2011, respectively   -    - 
Common stock,  $0.001 par value, 300,000,000 shares authorized; 46,274,985 and 42,554,985 shares issued and outstanding as of March 31, 2012 and December 31, 2011, respectively   46,275    42,555 
Additional paid in capital   7,305,748    6,697,834 
Common stock escrowed as collateral for note payable   (62,500)   (62,500)
Deficit accumulated during development stage   (8,073,269)   (7,359,052)
Total stockholders' deficit   (783,746)   (681,163)
           
Total liabilities and stockholders' deficit  $265,095   $329,467 

 

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

 

3
 

 

MIMVI, INC.
(A Development Stage Company)
Statements of Operations
(Unaudited)

  

           Inception 
   Three Months Ended   (August 7, 2007) 
   March 31,   to March 31, 
   2012   (Restated)
2011
   2012 
             
Revenue  $-   $27,720   $89,175 
                
Operating expenses               
Legal & professional fees   130,309    228,563    1,643,803 
Executive compensation   60,290    -    105,290 
Stock compensation expense   446,537    1,439,817    5,758,150 
Loss on disposal of equipment   -    -    8,341 
General and administrative expenses   48,264    41,952    587,534 
                
Total operating expenses   685,400    1,710,332    8,013,943 
                
Loss from operations   (685,400)   (1,682,612)   (8,013,943)
                
Other expenses               
Interest expense   28,817    -    59,326 
Total other expenses   28,817    -    59,326 
                
Provision for income taxes   -    -    - 
                
Net loss  $(714,217)  $(1,682,612)  $(8,073,269)
                
Weighted average number of common shares outstanding - basic   43,355,429    34,113,371      
                
Net loss per share - basic  $(0.02)  $(0.05)     

  

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

 

4
 

 

MIMVI, INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)

  

           Inception 
   For the three months ended   (August 7, 2007) 
   March 31,   to March 31, 
   2012   2011   2012 
             
Cash flows from operating activities:               
                
Net loss  $(714,217)  $(1,682,612)  $(8,073,269)
Adjustments to reconcile net loss               
to net cash used in operating activities:               
Depreciation   -    1,235    7,450 
Loss on disposal of equipment   -    -    8,341 
Debt discount on notes payable   2,500    -    7,500 
Common stock issued for interest   5,300    -    28,100 
Stock based compensation for services   446,537    1,439,817    5,888,525 
Changes in operating assets and liabilities:               
Accounts receivable   -    18,600    - 
Increase in accrued interest   23,831    26,204    26,540 
Accounts payable and accrued expenses   12,262    125,523    919,801 
Net cash flows used in operating activities   (223,787)   (71,233)   (1,187,012)
                
Cash flows from investing activities:               
                
Purchase of property and equipment   -    -    (15,791)
Net cash flows used in investing activities   -    -    (15,791)
                
Cash flows from financing activities:               
Donated capital   -    -    37,629 
Stock payable   -    -    30,000 
Proceeds from notes payable   20,000    -    117,000 
Payments of notes payable   (20,000)   -    (47,000)
Proceeds from note payable - related party   -    -    25,000 
Bank overdraft   (382)   (1,109)   - 
Proceeds from issuance of common stock   250,000    80,000    1,066,005 
Net cash flows provided by financing activities   249,618    78,891    1,228,634 
                
Net increase (decrease) in cash   25,831    7,658    25,831 
Cash and cash equivalents, beginning of period   -    -    - 
Cash and cash equivalents, end of period  $25,831   $7,658   $25,831 
                
Supplemental cash flow disclosures:               
Interest paid  $-   $-   $- 
Income taxes paid  $-   $-   $- 
                
Supplemental non-cash investing and financing activities:               
(Decrease) Increase in prepaid stock compensation  $(90,203)  $-   $277,889 
Retirement of 275,000,000 shares of common stock  $-   $14,000   $14,000 
Shares issued for executive compensation  $73,600   $-   $83,600 
Number of shares issued for executive compensation   800,000    -    30,800,000 

 

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

 

5
 

 

MIMVI, INC.

(A Development Stage Company)

Notes to Financial Statements

Unaudited

 

 

 

 Note 1 – Organization and Nature of Business

 

Mimvi, inc. (“The Company”) was organized on August 7, 2007 (date of inception) under the laws of the State of Nevada.  The Company is a technology company that develops advanced algorithms and technology for mobile applications and mobile Internet related technology and personalized search, recommendation and discovery services to consumers and business enterprise. The Company’s personalization technology automates the organization of mobile content.

 

As of March 31, 2012, the Company is a development stage company. A development stage enterprise is a company that is devoting substantially all of its efforts to establishing a new business and either planned principal operations have not commenced or planned principal operations have commenced but there has been no significant revenue. From August 7, 2007 (date of inception) through March 31, 2012, the Company realized revenues of $89,175 primarily from enterprise consulting services.

 

Note 2 – Basis of Presentation and Summary of Significant Accounting Policies

 

Basis of Presentation

 

The accompanying unaudited financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted in accordance with such rules and regulations. The interim unaudited financial statements should be read in conjunction with the financial statements included in the Form 10-K for the year ended December 31, 2011.  In the opinion of management, all adjustments considered necessary for the fair presentation consisting solely of normal recurring adjustments, have been made.  Operating results for the three months ended March 31, 2012 are not necessarily indicative of the results that may be expected for the year ended December 31, 2012.

 

Use of Estimates

 

The preparation of financial information in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial information and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Going Concern

 

The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern.

As of March 31, 2012, the Company had an accumulated deficit during its development stage of $8,073,269. 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.  

 

6
 

 

The Company is dependent upon its ability, and will continue to attempt, to secure equity and/or debt financing.  There are no assurances that the Company will be successful and without sufficient financing it would be unlikely for the Company to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon its ability to successfully secure other sources of financing and attain profitable operations.

 

These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.   

 

Cash and cash equivalents

 

For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with an original maturity of three months or less to be cash equivalents. As of March 31, 2012, the Company had no cash equivalents.

 

Note 3 – Correction of the Financial Statements – March 31, 2011

 

On March 15, 2012, the Company filed Form 10-Q/A Amendment No. 1 because on March 8, 2011, the Company issued 1,400,000 shares of its restricted common stock for services – stock compensation, however, these transactions were not recorded in the Company’s financial statements for the three months ended March 31, 2011 included with the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 23, 2011. Instead, these equity based transactions were incorrectly recorded in the Company’s financial statements for the three months ended June 30, 2011 included with the Company’s Quarterly Report on Form 10-Q filed with the SEC on September 6, 2011.

 

The 1,400,000 shares of restricted common stock were valued at $1,260,000 of $.90 per share based on the closing price of the stock on the date of issuance.

 

The effect of this restatement on the Company’s financial statements for the three months ended March 31, 2011 are as follows:

 

Balance Sheet

 

·Capital stock increased by $1,400. (1,400,000 shares * $.001 par value).

·Additional paid in capital increased by $1,258,600. [(1,400,000 * $.90) - $1,400].

·The deficit accumulated during the development stage (increased) by $1,260,000.

 

Statement of Operations

 

·Services – stock compensation increased by $1,260,000.

·Loss from operations (increased) by $1,260,000.

·Net loss (increased) by $1,260,000.

·The weighted average number of shares increased from 33,751,573 to 34,113,371.

·The net loss per share (increased) from $(0.01) to $(0.05).

 

Statement of Cash Flows

 

·Net loss (increased) by $1,260,000.

·Stock based compensation for services increased by $1,260,000.

·These restatements had no effect on the net cash flows used in operating activities.

 

7
 

 

MIMVI, INC.

(A Development Stage Company)

Restated Balance Sheet

March 31, 2011

Unaudited 

 

 

   As filed   Restatements   Restated 
Assets 
Current assets               
Cash  $7,658   $-   $7,658 
Accounts receivable   -    -    - 
Prepaid expenses   661,783    -    661,783 
                
Total current assets   669,441    -    669,441 
                
Deposit   -    -    - 
Fixed assets, net   12,047    -    12,047 
                
Total assets  $681,488   $-   $681,488 
                
Liabilities and Stockholders' Equity (Deficit) 
Current liabilities               
Accounts payable  $639,622   $-   $639,622 
Bank overdraft   -    -    - 
Total current liabilities   639,622    -    639,622 
                
Total liabilities   639,622    -    639,622 
                
Commitments and contingencies               
                
Stockholders' equity (deficit)               
Preferred stock, $0.001 par value, 50,000,000 shares authorized; zero outstanding as of March 31, 2011   -    -    - 
Common stock,  $0.001 par value, 300,000,000 shares authorized; 36,030,000 shares issued and outstanding   34,630    1,400    36,030 
Additional paid in capital   3,662,442    1,258,600    4,921,042 
Deficit accumulated during development stage   (3,655,206)   (1,260,000)   (4,915,206)
Total stockholders' equity (deficit)   41,866    -    41,866 
                
Total liabilities and stockholders' equity (deficit)  $681,488   $-   $681,488 

 

The accompanying notes are an integral part of these financial statements

 

8
 

 

MIMVI, INC.

(A Development Stage Company)

Statements of Operations

For the three months ended March 31, 2011

Unaudited

 

 

   As filed   Restatements   Restated 
             
Revenue  $27,720   $-   $27,720 
                
Expenses:               
Executive compensation   -    -    - 
Professional fees   228,563    -    228,563 
Services - stock compensation   179,817    1,260,000    1,439,817 
General and administrative expenses   41,952    -    41,952 
Total operating expenses   450,332    1,260,000    1,710,332 
                
Loss from operations   (422,612)   (1,260,000)   (1,682,612)
                
Net loss  $(422,612)  $(980,000)  $(1,682,612)
                
Weighted average number of common shares outstanding - basic   33,751,573    -    34,113,371 
                
Net loss per share - basic  $(0.01)  $(0.03)  $(0.05)

 

The accompanying notes are an integral part of these financial statements

 

9
 

 

MIMVI, INC.

(A Development Stage Company)

Statements of Cash Flows

For the three months ended March 31, 2011

Unaudited

 

 

   As filed   Restatements   Restated 
Operating activities:               
Net loss  $(422,612)  $(1,260,000)  $(1,682,612)
Adjustments to reconcile net loss to net cash (used in) operating activities:               
Depreciation   1,235    -    1,235 
Shares issued for executive compensation   -    -    - 
Stock based compensation for services   179,817    1,260,000    1,439,817 
Changes in operating assets and liabilities:               
Accounts receivable   18,600    -    18,600 
Prepaid assets and deposits   26,204    -    26,204 
Accounts payable and accrued liability   125,523    -    125,523 
Net cash flows used by operating activities   (71,233)   -    (71,233)
                
Investing activities:               
Purchase of property and equipment   -    -    - 
Net cash used by investing activities   -    -    - 
                
Financing activities:               
Bank overdraft   (1,109)   -    (1,109)
Donated capital   -    -    - 
Proceeds from issuances of common stock   80,000    -    80,000 
Net cash provided by financing activities   78,891    -    78,891 
                
Net increase (decrease) in cash   7,658    -    7,658 
                
Cash - beginning   -    -    - 
Cash - ending  $7,658   $-   $7,658 
                
Supplemental disclosures:               
Interest paid  $-   $-   $- 
Income taxes paid  $-   $-   $- 
                
Non - cash transactions               
Increase in prepaid stock compensation  $660,417   $-   $660,417 
Retirement of 270,000,000 shares of common stock  $-   $-   $- 
Shares issued for executive compensation  $-   $-   $- 
Number of shares issued for executive compensation   -    -    - 

 

The accompanying notes are an integral part of these financial statements

 

10
 

 

Note 4 – Notes Payable

 

As of March 31, 2012, the Company maintained short term demand notes payable of $102,500 at interest rates of 15%. One of the notes payable to a related party is collateralized by 250,000 shares of common stock of the Company due to mature in August 2012. As of March 31, 2012, these notes are in default.

  

In April 2012, for one of the notes that was due in January 2012, the note holder filed a lawsuit and was awarded a judgment against the Company for payment of principal of $57,500 plus accrued interest and legal fees totaling $11,316. The principal, accrued interest and legal fees have been recorded as accounts payable as of March 31, 2012. As of March 31, 2012, this note is in default.

 

For the three months ended March 31, 2012, $28,817 was recorded as interest expense.

 

Note 5 – Stockholders’ Deficit

 

Preferred Stock

 

As of March 31, 2012, the Company had no preferred shares outstanding. The Company's articles of incorporation authorize the Company to issue up to 50,000,000 shares of $0.001 par, preferred shares having preferences to be determined by the board of directors for dividends, and liquidation of the Company's assets.

 

Common Stock

 

As of March 31, 2012, the Company has 300,000,000, $0.001 par value shares of common stock authorized. The holders are entitled to one vote for each share on matters submitted to a vote to shareholders, and to share pro rata in all dividends payable on common stock after payment of dividends on any preferred shares having preference in payment of dividends.

 

On January 24, 2012, the Company issued 20,000 shares of its common stock for interest to a note holder with a fair value of $1,800.

 

On February 01, 2012, the Company issued 50,000 shares of its common stock for interest to a note holder with a fair value of $3,500.

 

On March 12, 2012, the Company issued 2,500,000 shares of its common stock to one investor in exchange for an aggregate purchase price of $250,000. In addition, the investor was granted a warrant to purchase 2,500,000 shares of the Company’s Common Stock at $.25 per share.

 

On March 12, 2012, the Company issued 800,000 shares of its common stock to the CEO of the Company in exchange for services rendered with a fair value of $73,600.

 

On March 12, 2012, the Company issued 250,000 shares of its common stock to a consultant in exchange for services to be rendered with a fair value of $142,500. These shares are to be earned ratable over a six month period subject to forfeiture. An adjustment will be made on a quarterly basis going forward in order to recognize their fair value. As of March 31, 2012, $5,856 was recorded as stock compensation expense.

 

On March 28, 2012, the Company issued 50,000 shares of its common stock to a consultant in exchange for services rendered with a fair value of $25,000.

 

On March 28, 2012, the Company issued 50,000 shares of its common stock to an employee as a bonus in 2012 with a fair value of $25,000.

 

11
 

 

Note 6 – Warrants and Options

 

Warrants

 

In January 2010, the Company issued 5,000,000 warrants to consultants with the weighted average exercise price of the grants of $0.50. The vesting period on these grants was immediate.  The fair value of these warrants was determined to be a nominal value. The value of these warrants estimated by using the Black-Scholes option pricing model with the following assumptions: expected life of 5 years; risk free interest rate of 2.44%; dividend yield of 0% and expected volatility of 25%. To account for such grants to non-employees, we recorded nominal stock compensation expense of $535.

  

Stock Option Plans

 

The Company's employee stock option plans (the "Plans") provide for the grant of non-statutory or incentive stock options to the Company's employees, officers, directors or consultants.

 

On November 3, 2010, the Company granted 7,187,500 stock options to certain officers and consultants of the Company at $0.45 per share.  The term of these options are ten years. A total of 3,750,000 stock options valued at $1,632,810 vest immediately and 3,437,500 valued at $1,496,743 vest quarterly over a four year period.

 

For the three months ended March 31, 2012, the Company recorded $90,234 in stock based compensation for these options.

 

 Note 7 – Commitments and Contingencies

 

Rental Agreements

 

The Company leases two (2) offices under signed agreements. The monthly rental payments under the agreements are approximately $1,300. The term of the agreements are for one year with the end date set to December 31, 2012.

 

Note 8 – Subsequent Events

 

As of the date the financial statements were available to be issued, there are no subsequent events that are required to be recorded or disclosed in the accompanying financial statements as of and for the three months ended March 31, 2012.

 

12
 

 

ITEM 2.

 

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

 

Forward-Looking Statements

 

This report contains forward-looking statements that involve risks and uncertainties. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology including, "could" "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential" and the negative of these terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested in this Quarterly Report.

 

Critical Accounting Policies

 

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and related disclosures of contingent assets and liabilities in the financial statements and accompanying notes. The SEC has defined a company's critical accounting policies as the ones that are most important to the portrayal of the company's financial condition and results of operations, and which require the company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. We believe that our estimates and assumptions are reasonable under the circumstances; however, actual results may vary from these estimates and assumptions. We have identified in Note 2 - "Summary of Significant Accounting Policies" to the Financial Statements contained in Part I of this Form 10-Q document certain critical accounting policies that affect the more significant judgments and estimates used in the preparation of the financial statements.

 

Three Months Ended March 31, 2012 compared with Three Months Ended March 31, 2011

 

Revenue

 

For the three months ended March 31, 2012, we realized revenue of $0 compared to $27,720 for the three months ended March 31, 2011, a decrease of $27,720 or 100%. During the three months ended March 31, 2011, we commenced our current business operations. The decrease was primarily due to termination of the enterprise consulting contract with one customer.

 

Operating Expenses

 

For the three months ended March 31, 2012, our operating expenses decreased to $685,400, compared to $1,710,332 for 2011, a decrease of $1,024,932 or 60%. The overall decrease in the operating expenses was substantially due to the decrease in stock compensation of $1,439,817 paid to various consultants that provided legal, management, accounting, and technology consulting services on behalf of the Company in 2011. All of the restricted common shares issued were priced at fair value based on the trading price of our stock on the date of issuance.

 

For the three months ended March 31, 2012, legal and professional fees decreased to $130,309 from $228,563 in 2011, a decrease of $98,254 or 43% primarily due to the fact that in 2012 we incurred much lower legal and professional fees.

 

For the three months ended March 31, 2012, the executive compensation that we incurred increased to $60,290 from $0 in 2011 or 100% primarily due to the hiring of our current chief executive officer in 2012.

 

For the three months ended March 31, 2012, the general and administrative expenses that we incurred increased to $48,264 from $41,952 an increase of $6,312 or 15% in 2011 primarily due to a significant increase in investor relations expenses.

 

13
 

 

Net Loss

 

For the three months ended March 31, 2012, we incurred a loss of $714,217, or $0.02 per share basic compared to a loss of $1,682,612, or $0.05 per share basic for the three months ended March 31, 2011. The decrease was due to the decrease in operations primarily from the reduction in stock based compensation, and the reduction in investor relations expenses.

 

Liquidity and Capital Resources

 

As of March 31, 2012, we had total current assets of $265,095 consisting of $25,831 cash and $239,264 of prepaid stock compensation. We had total current liabilities of $1,048,841 consisting of accounts payable/accrued expenses of $944,408; notes payable of $77,500 which are in default, note payable due to a related party of $25,000, which is in default and accrued interest due to related party of $1,933.

 

We currently have limited funds to pay our currently due debts and liabilities. Should one or more of our creditors seek or demand payment, we are not likely to have the resources to pay or satisfy any such claims. Thus, we face risk of defaulting on our obligations to our creditors with consequential legal and other costs adversely impacting our ability to continue our existence as a corporate enterprise.

 

In April 2012, a note holder filed an action against the Company and was awarded a judgment in the original principal amount of $57,500 plus accrued interest and legal fees totaling $11,316. The principal, accrued interest and legal fees have been recorded as accounts payable as of March 31, 2012.

 

In April 2012, the Company received the final determination that on November 18, 2011 a money award in the amount of $21,532 (including interest and costs) was issued against the Company by the Labor Commissioner of California. This has been recorded as accounts payable as of March 31, 2012.

 

Our insolvent financial condition also may create a risk that we may be forced to file for protection under applicable bankruptcy laws or state insolvency statutes. We also may face the risk that a receiver may be appointed. We face that risk and other risks resulting from our current financial condition.

 

In March 2012, we raised $250,000 in equity financing, however, this does not alleviate our current financial position, nor does it enable us to sustain our current operations.

 

For these and other reasons, we anticipate that unless we can obtain sufficient capital from an outside source and do so in the very near future, we may be unable to continue to operate as a corporation, continue to meet our filing obligations under the Securities Exchange Act of 1934, or otherwise satisfy our obligations to our stock transfer agent, our accountants, our legal counsel, our EDGAR filing agent, and many others.

 

For these and other reasons, our management recognizes the adverse difficulties and continuing severe challenges we face. Apart from the limited funds that we have received there can be no assurance that we will receive any financing or funding from any source or if any financing should be obtained, that existing shareholders will not incur substantial, immediate, and permanent dilution of their existing investment.

 

The following is a summary of the Company's cash flows provided by (used in) operating, investing, and financing activities for the three months ended March 31, 2012 and 2011:

 

   Three months ended 
   March 31, 
   2012   2011 
Operating activities  $(223,787)  $(71,233)
Investing activities   -    - 
Financing activities   249,618    78,891 
Net effect on cash  $25,831   $7,658 

 

14
 

 

Going Concern Uncertainties

 

As of March 31, 2012, we have no sources of operating revenue, and have only limited working capital with which to pursue our business plan. The amount of capital required to sustain operations until we achieve positive cash flow from operations is subject to future events and uncertainties. It will be necessary for us to secure additional working capital through loans or sales of common stock, and there can be no assurance that such funding will be available in the future. These conditions raise substantial doubt about our ability to continue as a going concern.

 

Our auditor has issued a going concern qualification as part of their opinion in their audit report contained in Form 10-K filed with the SEC for the years ended December 31, 2011 and 2010.

 

Capital Expenditures

 

For the three months ended March 31, 2012, we have not incurred any material capital expenditures.

 

Commitments and Contractual Obligations

 

As a "smaller reporting company" as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

 

Off-Balance Sheet Arrangements

 

We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that would be considered material to investors.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

As a "smaller reporting company" as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, carried out an evaluation of the effectiveness of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 (the "Exchange Act") Rules 13a-15(e) and 15-d-15(e)) as of the end of the period covered by this report (the "Evaluation Date"). Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures are not effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

 

15
 

 

Changes in Internal Control over Financial Reporting

 

In March 2012, the Company retained the services of a new Chief Financial Officer. We are in an on-going process of establishing disclosure controls and procedures so our Chief Executive Officer and our Chief Financial Officer will be provided an appropriate amount of time to allow them to be able to make timely decisions regarding required disclosure in the Company’s future securities filings.

 

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

There are presently no material pending legal proceedings to which the Company, any executive officer, any owner of record or beneficially of more than five percent of any class of voting securities is a party or as to which any of its property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.

 

Item 1A. Risk Factors.

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

On January 24, 2012, the Company issued 20,000 shares of its common stock for interest to a note holder with a fair value of $1,800.

 

On February 01, 2012, the Company issued 50,000 shares of its common stock for interest to a note holder with a fair value of $3,500.

 

On March 12, 2012, the Company issued 2,500,000 shares of its common stock to one investor in exchange for an aggregate purchase price of $250,000. In addition, the investor was granted a warrant to purchase 2,500,000 shares of the Company’s Common Stock at $.25 per share.

 

On March 12, 2012, the Company issued 800,000 shares of its common stock to the CEO of the Company in exchange for services rendered with a fair value of $73,600.

 

On March 12, 2012, the Company issued 250,000 shares of its common stock to a consultant in exchange for services to be rendered with a fair value of $142,500. These shares are to be earned ratable over a six month period subject to forfeiture. An adjustment will be made on a quarterly basis going forward in order to recognize their fair value. As of March 31, 2012, $5,856 was recorded as stock compensation.

 

On March 28, 2012, the Company issued 50,000 shares of its common stock to a consultant in exchange for services rendered with a fair value of $25,000.

 

On March 28, 2012, the Company issued 50,000 shares of its common stock to an employee as a bonus in 2012 with a fair value of $25,000.

 

The issuance of these shares was made in reliance on the exemption from registration in Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering.  Such reliance on Section 4(2) was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there were only a limited number of offerees; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the negotiations for the sale of the stock took place directly between the offeree and us. 

 

16
 

 

Item 3. Defaults Upon Senior Securities.

 

As of March 31, 2012, the Company maintained short term demand notes payable of $102,500 at interest rates of 15%. One of the notes payable to a related party is collateralized by 250,000 shares of common stock of the Company due to mature in August 2012. As of March 31, 2012 these notes are in default.

 

In April 2012, for one of the notes that was due in January 2012, the note holder filed a lawsuit and was awarded a judgment against the Company for payment of principal of $57,500 plus accrued interest and legal fees totaling $11,316. The principal, accrued interest and legal fees have been recorded as accounts payable as of March 31, 2012. As of March 31, 2012 this note is in default.

 

Item 4. Mine Safety Disclosures.

 

Not applicable

 

Item 5. Other Information.

 

None.

 

Item 6.   Exhibits

 

Number   Exhibit
31.1   Certification of the Company’s Principal Executive Officer pursuant to 15d-15(e), under the Securities and Exchange Act of 1934.
31.2   Certification of the Company’s Principal Financial Officer pursuant to 15d-15(e), under the Securities and Exchange Act of 1934.
32.1   Certification of the Company’s Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2   Certification of the Company’s Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS   XBRL Instance Document
101.SCH   XBRL Taxonomy Extension Schema
101.CAL   XBRL Taxonomy Extension Calculation Linkbase
101.DEF   XBRL Taxonomy Extension Definition Linkbase
101.LAB   XBRL Taxonomy Extension Label Linkbase
101.PRE   XBRL Taxonomy Extension Presentation Linkbase

 

17
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  MIMVI, INC.
 
   
May 21, 2012 /s/Michael Poutre
  Michael Poutre
  Chief Executive Officer
  (Duly Authorized Officer and Principal Executive Officer)
   
May 21, 2012 /s/Kevin J. Conner
  Kevin J. Conner
  Chief Financial Officer
  (Duly Authorized Officer and Principal Accounting Officer)

 

18

 

PINX:MIMV Quarterly Report 10-Q Filling

PINX:MIMV Stock - Get Quarterly Report SEC Filing of PINX:MIMV stocks, including company profile, shares outstanding, strategy, business segments, operations, officers, consolidated financial statements, financial notes and ownership information.

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PINX:MIMV Quarterly Report 10-Q Filing - 3/31/2012
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