Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2015 | |
Document And Entity Information [Abstract] | |
Entity Registrant Name | Fona, Inc. |
Entity Central Index Key | 884,363 |
Document Type | S4 |
Document Period End Date | Mar. 31, 2015 |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 1 TO FORM S-4 |
Entity Filer Category | Smaller Reporting Company |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Current Assets: | |||
Cash | $ 641 | ||
Prepaid Expenses | $ 10,000 | 350 | |
Total Current Assets | 10,000 | 991 | |
TOTAL ASSETS | $ 10,000 | 991 | |
Current Liabilities: | |||
Accounts payable | 1,650 | ||
Accounts payable, related parties | $ 31,203 | $ 13,672 | 76,512 |
Total Current Liabilities | 31,203 | 13,672 | 78,162 |
TOTAL LIABILITIES | $ 31,203 | $ 13,672 | $ 78,162 |
Commitments and contingencies (Notes 1, 2, 3, 4, 5 and 6) | |||
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 |
Additional paid-in capital | 1,312,323 | 1,312,323 | 1,221,685 |
Accumulated (Deficit) | (1,341,420) | (1,333,889) | (1,306,750) |
TOTAL STOCKHOLDERS' EQUITY OR (DEFICIT) | (21,203) | $ (13,672) | (77,171) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY OR (DEFICIT) | $ 10,000 | $ 991 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, authorized shares | 20,000,000 | 20,000,000 | 20,000,000 |
Preferred stock, issued shares | 0 | 0 | 0 |
Preferred stock, outstanding shares | 0 | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, authorized shares | 780,000,000 | 780,000,000 | 780,000,000 |
Common stock, issued shares | 7,894,111 | 7,894,111 | 7,894,111 |
Common stock, outstanding shares | 7,894,111 | 7,894,111 | 7,894,111 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) None in scaling factor is -9223372036854775296 | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement [Abstract] | ||||
Revenues | ||||
Expenses: | ||||
Accounting and audit fees | $ 5,800 | $ 12,210 | $ 7,600 | |
Attorney fees | 2,228 | 1,105 | ||
Filing fees | $ 1,431 | 6,698 | 3,307 | |
General corporate fees | $ 750 | $ 750 | $ 750 | |
Printing and mailing costs | ||||
Transfer agent fees | $ 300 | $ 365 | $ 2,576 | $ 1,745 |
Other | 5 | 41 | 48 | |
Total Expenses | $ 7,531 | 1,120 | 24,503 | 14,555 |
Net Operating (Loss) | $ (7,531) | (1,120) | (24,503) | (14,555) |
Other Expenses: | ||||
Interest Expense | 1,290 | 2,636 | 4,705 | |
Total Other Expenses | 1,290 | 2,636 | 4,705 | |
Net Other (Expense) | (1,290) | (2,636) | (4,705) | |
Net (Loss) | $ (7,531) | $ (2,410) | $ (27,139) | $ (19,260) |
Per Share | ||||
Weighted Average Shares Outstanding | 7,894,111 | 7,894,111 | 7,894,111 | 7,894,111 |
STATEMENT OF CHANGES IN STOCKHO
STATEMENT OF CHANGES IN STOCKHOLDERS' (DEFICIT) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated (Deficit) [Member] | Total |
Balance at Dec. 31, 2012 | $ 7,894 | $ 1,216,980 | $ (1,287,490) | $ (62,616) | |
Balance, shares at Dec. 31, 2012 | 7,894,111 | ||||
Imputed Interest | $ 4,705 | 4,705 | |||
Net loss | $ (19,260) | (19,260) | |||
Balance at Dec. 31, 2013 | $ 7,894 | $ 1,221,685 | $ (1,306,750) | (77,171) | |
Balance, shares at Dec. 31, 2013 | 7,894,111 | ||||
Imputed Interest | 2,636 | 2,636 | |||
Forgiveness of Debt | $ 88,002 | 88,002 | |||
Net loss | $ (27,139) | (27,139) | |||
Balance at Dec. 31, 2014 | $ 7,894 | $ 1,312,323 | $ (1,333,889) | (13,672) | |
Balance, shares at Dec. 31, 2014 | 7,894,111 | ||||
Net loss | (7,531) | ||||
Balance at Mar. 31, 2015 | $ (21,203) |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash Flows from Operating Activities: | ||||
Net Income (Loss) | $ (7,531) | $ (2,410) | $ (27,139) | $ (19,260) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Non cash interest | 1,290 | 2,636 | 4,705 | |
(Decrease) increase in accounts payable and accrued expenses | (1,650) | (1,650) | 1,200 | |
(Increase) decrease in prepaid expenses | $ (10,000) | 50 | 350 | 187 |
Net Cash (Used in) Operating Activities | $ (17,531) | $ (2,720) | $ (25,803) | $ (13,168) |
Cash Flows from Investing Activities: | ||||
Net Cash Provided by Investing Activities | ||||
Cash Flows from Financing Activities: | ||||
Sale of common stock | ||||
Advance from related party | $ 17,531 | $ 2,550 | $ 25,162 | $ 13,695 |
Net Cash Provided by Financing Activities | $ 17,531 | 2,550 | 25,162 | 13,695 |
(Decrease) increase in Cash | (170) | (641) | 527 | |
Cash, Beginning of Period | 641 | $ 641 | 114 | |
Cash, End of Period | $ 471 | $ 641 | ||
Interest Paid | ||||
Income Taxes Paid | ||||
Supplemental Disclosure of Non-Cash Transactions: | ||||
Debt forgiveness | $ 88,002 |
Unaudited Financial Statements
Unaudited Financial Statements | 3 Months Ended |
Mar. 31, 2015 | |
Unaudited Financial Statements [Abstract] | |
Unaudited Financial Statements | (1) Unaudited Financial Statements The balance sheet as of March 31, 2015, the statements of operations and the statements of cash flows for the three months ended March 31, 2015 and 2014 have been prepared by Fona, Inc. (the Company) without audit, 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 accounting principles generally accepted in the United States of America, have been condensed or omitted as allowed by such rules and regulations, and the Company believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and changes in financial position at March 31, 2015 and for all periods presented, have been made. It is suggested that these statements be read in conjunction with the December 31, 2014 audited financial statements and the accompanying notes included in the Company's Annual Report on Form 10-K, filed with the Securities and Exchange Commission. |
Summary of Accounting Policies,
Summary of Accounting Policies, and Description of Business | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Summary of Accounting Policies, and Description of Business | (1) Summary of Accounting Policies, and Description of Business This summary of significant accounting policies of Fona, Inc. (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 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. In view of these matters, continued operations of the Company 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 25,162 The Company has entered into an Agreement and Plan of Merger as amended by the Amended and Restated Agreement and Plan of Merger dated March 2, 2015 and believes that consummating this merger provides an opportunity for the Company to continue as a going concern. (e) Recent Accounting Pronouncements There were various accounting standards and interpretations issued during 2014 and 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. (j) Income Taxes The Company records deferred taxes in accordance with Statement of Financial Accounting Standards (SFAS) ASC 740, Accounting for Income 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) Concentrations Financial instruments that potentially subject the company to concentrations of credit risk consist principally of cash and cash equivalents. At December 31, 2014 and December 31, 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. (l) Reclassification Certain amounts previously reported have been reclassified to conform to current presentation. (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. |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2015 | |
Basis Of Presentation | |
Basis of Presentation | (2) Basis of Presentation 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 active business operations and has negative working capital and stockholders deficits, which raise substantial doubt about its ability to continue as a going concern. In view of these matters, realization of certain of the assets in the accompanying balance sheet 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 previously financed its operations primarily through cash advances from related parties. A related party advanced the Company $17,531 during the three months ended March 31, 2015 and the balance due to that related party was $31,203 as of March 31, 2015. Management has opted to resume the filing of Securities and Exchange Commission (SEC) reporting documentation and then to seek a business combination. Management believes that this plan provides an opportunity for the Company to continue as a going concern. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | (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. The Company's deferred tax assets, valuation allowance, and change in valuation allowance are as follows: Period Ending Estimated NOL Expires Estimated Tax Valuation Change in Net Tax 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. |
Related Party Transactions
Related Party Transactions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | (4) Related Party Transactions For the three months ended March 31, 2015, Evolutionary Genomics, Inc., the majority shareholder of the Company as of March 31, 2015, advanced $17,531 in payment of expenses on behalf of the Company. The Company uses the offices of its President for its mailing address and minimal office facility needs for no consideration. No provision for these costs has been provided since it has been determined that they are immaterial. | (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 64.2 1,104,596 28.7 Mr. Warnecke is also 100 495,772 3,056,000 169,778 727,619 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 88,002 88,002 13,672 |
Amended and Restated Agreement
Amended and Restated Agreement and Plan of Merger | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Business Combinations [Abstract] | ||
Amended and Restated Agreement and Plan of Merger | (5) Amended and Restated Agreement and Plan of Merger On June 6, 2014, Evolutionary Genomics, EG I, Fona, Fona Merger Sub, Inc., and Fona Merger Sub, LLC entered into a merger agreement as amended by the Amended and Restated Agreement and Plan of Merger dated March 2, 2015, pursuant to which, subject to certain conditions, Fona Merger Sub, Inc. will merge with Evolutionary Genomics and Fona Merger Sub, LLC will merge with EG I, with each Evolutionary Genomics and EG I surviving as wholly-owned subsidiaries of Fona. 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 Evolutionary Genomics as of the effective time of the Mergers, 308,821,675 newly issued shares of Fonas common stock and 47,323,188 shares of newly issued Fona common stock to the members of EG I. The closing of the Mergers shall occur on or before December 31, 2015, unless earlier terminated. Evolutionary Genomics and EG I may at any time mutually agree to change the method of effecting the Mergers, including entering into an appropriate amendment to the merger agreement. The merger agreement contains customary representations and warranties of Evolutionary Genomics, EG I, Fona, and Fonas subsidiaries. The merger agreement also contains customary covenants and agreements, including, without limitation, covenants relating to the conduct of Fonas business between the date of signing of the merger agreement and closing date. Notwithstanding the limitations in the merger agreement, each of Evolutionary Genomics, EG I and Fona retain the right to engage in discussions or negotiations regarding alternative acquisition proposals to the extent necessary to fulfill the fiduciary duties of their respective boards of directors to their stockholders, subject to certain requirements. 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 Fonas registration statement on Form S-4, (iv) holders of either securities in Evolutionary Genomics and EG I shall not be entitled to dissenters or appraisal rights, (v) absence of certain orders or regulations prohibiting the consummation of the Mergers, (vi) the effectiveness of a one-for-60.8826565 reverse split of the Common Stock, and (vii) the approval or consent of any governmental authorities and third parties with respect to the transactions contemplated by the merger agreement. | (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. 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 0.001 86.2 47,323,188 13.3 1,960,688 .5 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 60.8826565 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, 366,000 145,000 1,611,475 10,000 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 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 5,201,423 5,933,423 75.16 |
Common Stock
Common Stock | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Equity [Abstract] | ||
Common Stock | (3) Common Stock Pursuant to the Articles of Incorporation as amended, the Company is authorized to issue 780,000,000 common shares with $.001 par value. As of March 31, 2015, there were 7,894,111 shares of common stock issued and outstanding. | (5) Common Stock Pursuant to the Articles of Incorporation of Fona, Inc., the Company is authorized to issue 780,000,000 001 7,894,111 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 800,000,000 780,000,000 001 20,000,000 001 |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Subsequent Events [Abstract] | ||
Subsequent Events | (6) Subsequent Events The Company has evaluated events subsequent to March 31, 2015 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 disclosure in the financial statement. | (6) Subsequent Events The Company has evaluated events subsequent to December 31, 2014 and through the date the financial statements were available to be issued, to assess the need for potential recognition or disclosure in this report. As discussed in Note 4, the Company entered into the Amended and Restated Agreement and Plan of Merger as of March 2, 2015. |
Summary of Accounting Policie15
Summary of Accounting Policies, and Description of Business (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Use of Estimates in the Preparation of Financial Statements | (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. |
Per Share Information | (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. |
Basis of Presentation - Going Concern | (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. In view of these matters, continued operations of the Company 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 25,162 The Company has entered into an Agreement and Plan of Merger as amended by the Amended and Restated Agreement and Plan of Merger dated March 2, 2015 and believes that consummating this merger provides an opportunity for the Company to continue as a going concern. |
Recent Accounting Pronouncements | (e) Recent Accounting Pronouncements There were various accounting standards and interpretations issued during 2014 and 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. |
Risks and Uncertainties | (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. |
Revenue Recognition | (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. |
Cash and Cash Equivalents | (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. |
Fair Value of Financial Instruments | (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. |
Income Taxes | (j) Income Taxes The Company records deferred taxes in accordance with Statement of Financial Accounting Standards (SFAS) ASC 740, Accounting for Income 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. |
Concentrations | (k) Concentrations Financial instruments that potentially subject the company to concentrations of credit risk consist principally of cash and cash equivalents. At December 31, 2014 and December 31, 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. |
Reclassification, Policy [Policy Text Block] | (l) Reclassification Certain amounts previously reported have been reclassified to conform to current presentation. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax assets, valuation allowance, and change in valuation allowance | The Company's deferred tax assets, valuation allowance, and change in valuation allowance are as follows: Period Ending Estimated NOL Expires Estimated Tax Valuation Change in Net Tax December 31, 2013 605,810 Various 112,075 (112,075 ) (3,563 ) December 31, 2014 354,403 Various 65,565 (65,565 ) 46,510 |
Schedule of income tax rate reconciliation | 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 |
Summary of Accounting Policie17
Summary of Accounting Policies, and Description of Business (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | |
Accounting Policies [Abstract] | |||||
Cash advances from related party | $ 11,674 | ||||
Advances (net) from related parties | $ 17,531 | $ 2,550 | 25,162 | $ 13,695 | |
Accounts payable, related parties | $ 31,203 | $ 13,672 | $ 76,512 | $ 88,002 | |
Cash and cash equivalents in excess of insured amounts |
Income Taxes (Deferred Tax Asse
Income Taxes (Deferred Tax Assets) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | ||
Estimated NOL Carry-forward | $ 354,403 | $ 605,810 |
NOL Expires | Dec. 31, 2032 | Dec. 31, 2032 |
Estimated Tax Benefit from NOL | $ 65,565 | $ 112,075 |
Valuation Allowance | (65,565) | (112,075) |
Change in Valuation Allowance | $ 46,510 | $ (3,563) |
Net Tax Benefit |
Income Taxes (Income Tax Reconc
Income Taxes (Income Tax Reconciliation) (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |
Income tax benefit at statutory rate resulting from net operating loss carry forward | (15.00%) |
State tax (benefit) net of Federal benefit | (3.50%) |
Deferred income tax valuation allowance | 18.50% |
Actual tax rate |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Related Party Transaction [Line Items] | |||||
Preferred stock, outstanding shares | 0 | 0 | 0 | ||
Common stock, outstanding shares | 7,894,111 | 7,894,111 | 7,894,111 | ||
Accounts payable, related parties | $ 31,203 | $ 88,002 | $ 13,672 | $ 76,512 | |
Debt forgiveness | $ 88,002 | 88,002 | |||
Cash advances from related party | $ 17,531 | $ 2,550 | $ 25,162 | $ 13,695 | |
Eg I, LLC [Member] | Class B [Member] | |||||
Related Party Transaction [Line Items] | |||||
Common stock, outstanding shares | 727,619 | ||||
Eg I, LLC [Member] | Class A [Member] | |||||
Related Party Transaction [Line Items] | |||||
Common stock, outstanding shares | 3,056,000 | ||||
Chief Financial Officer [Member] | Sixty Five Roses Ranch, Inc. [Member] | |||||
Related Party Transaction [Line Items] | |||||
Equity Method Investment, Ownership Percentage | 100.00% | ||||
Chief Financial Officer [Member] | Eg I, LLC [Member] | Class A [Member] | |||||
Related Party Transaction [Line Items] | |||||
Common stock, outstanding shares | 495,772 | ||||
Chief Financial Officer [Member] | Evolutionary Genomics, Inc. [Member] | Series B-2 Preferred Stock [Member] | |||||
Related Party Transaction [Line Items] | |||||
Preferred stock, outstanding shares | 782,539 | ||||
Equity Method Investment, Ownership Percentage | 64.20% | ||||
Chief Financial Officer [Member] | Evolutionary Genomics, Inc. [Member] | Common Stock [Member] | |||||
Related Party Transaction [Line Items] | |||||
Common stock, outstanding shares | 1,104,596 | ||||
Equity Method Investment, Ownership Percentage | 28.70% | ||||
Sixty Five Roses Ranch, Inc. [Member] | Eg I, LLC [Member] | Class B [Member] | |||||
Related Party Transaction [Line Items] | |||||
Common stock, outstanding shares | 169,778 |
Amended and Restated Agreemen21
Amended and Restated Agreement and Plan of Merger (Details) - USD ($) | 1 Months Ended | |||||
Oct. 01, 2014 | Jun. 30, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | Jun. 06, 2014 | Dec. 31, 2013 | |
Business Acquisition [Line Items] | ||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||
Consideration received for common stock shares of parent company agreed to be sold by related party to Evolutionary Genomics subsidiary | $ 145,000 | |||||
Total number of common shares of parent company that can be purchased by Evolutionary Genomic''s shareholders under Securities Purchase Option Agreement | 2,252,233 | |||||
Scenario, Forecast [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Total purchase price consideration for parent company common stock shares that can be purchased by Evolutionary Genomic''s shareholders per agreement | $ 10,000 | |||||
Member Of Board Of Directors [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Common stock shares of parent company agreed to be sold by related party to Evolutionary Genomics subsidiary | 366,000 | |||||
Member Of Board Of Directors [Member] | Scenario, Forecast [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Total number of parent company common stock shares that can be purchased by Evolutionary Genomic''s shareholders per agreement | 1,611,475 | |||||
Chief Executive Officer [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Common stock shares of parent company agreed to be sold by related party to Evolutionary Genomics subsidiary | 366,000 | |||||
Chief Executive Officer [Member] | Scenario, Forecast [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Total number of parent company common stock shares that can be purchased by Evolutionary Genomic''s shareholders per agreement | 1,611,475 | |||||
Maximum [Member] | Scenario, Forecast [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Effective date of merger | Dec. 31, 2015 | |||||
Date of agreement amendment | Mar. 2, 2015 | |||||
Evolutionary Genomics, Inc. [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Consideration received for shares of common stock purchased by counterparty | $ 110,000 | |||||
Shares of common stock purchased by counterparty | 5,201,423 | |||||
Common stock held by related party | 5,933,423 | |||||
Percentage of common stock held by related party | 75.16% | |||||
Evolutionary Genomics, Inc. [Member] | Scenario, Forecast [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Ownership interest by Fona, Inc. in subsidiary | 100.00% | |||||
Evolutionary Genomics, Inc. [Member] | Common Stock [Member] | Scenario, Forecast [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Newly issued shares provided to shareholders pursuant to terms of Merger Agreement | 308,821,675 | |||||
Common stock, par value | $ 0.001 | |||||
Percentage of equity interest of combined company to be held by the shareholder group pursuant to the merger agreement | 86.20% | |||||
Eg I, LLC [Member] | Scenario, Forecast [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Ownership interest by Fona, Inc. in subsidiary | 100.00% | |||||
Eg I, LLC [Member] | Common Stock [Member] | Scenario, Forecast [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Newly issued shares provided to shareholders pursuant to terms of Merger Agreement | 47,323,188 | |||||
Percentage of equity interest of combined company to be held by the shareholder group pursuant to the merger agreement | 13.30% | |||||
Fona, Inc. [Member] | Common Stock [Member] | Scenario, Forecast [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Percentage of equity interest of combined company to be held by the shareholder group pursuant to the merger agreement | 0.50% | |||||
Number of shares to be retained by original shareholders pursuant to merger agreeement | 1,960,688 |
Common Stock (Details)
Common Stock (Details) - $ / shares | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Equity [Abstract] | |||
Common stock, authorized shares | 780,000,000 | 780,000,000 | 780,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, issued shares | 7,894,111 | 7,894,111 | 7,894,111 |
Common stock, outstanding shares | 7,894,111 | 7,894,111 | 7,894,111 |
Capital stock, authorized shares | 800,000,000 | ||
Preferred stock, outstanding shares | 0 | 0 | 0 |
Preferred stock, authorized shares | 20,000,000 | 20,000,000 | 20,000,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |