UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-1

Registration Statement under the Securities Act of 1933
 
CELLDONATE INC.
(Exact name of registrant as specified in its charter)
 
Nevada
 
4899
 
None
(State or other jurisdiction of incorporation or organization)
 
(Primary Standard Industrial Classification Code Number)
 
(I.R.S. Employer Identification Number)

1130 West Pender Street, Suite 325
Vancouver, British Columbia, Canada  V6E 4A4
(604) 899-2772
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

The Corporation Trust Company of Nevada
6180 Neil Road, Suite 500
Reno, Nevada  89511
(775) 688-3061
(Name, address, including zip code, and telephone number, including area code, of agent for service)

with a copy to:

Bacchus Corporate and Securities Law
925 West Georgia Street, Suite 1820
Vancouver, British Columbia, Canada  V6C 3L2
Tel: (604) 632-1700
Fax: (604) 632-1730

Approximate Date of Commencement of Proposed Sale to the Public:   As soon as practicable after this Prospectus is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box. R

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act Prospectus number of the earlier effective registration statement for the same offering. £

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. £

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   £

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

Large accelerated filer o Accelerated filer   o Non-accelerated filer o Smaller reporting company   þ
 
 
 
Title of Each Class of Securities to be Registered
Amount to be Registered
Proposed M a ximum Offering Price per Security (1)
($)
Proposed Maximum Aggregate Offering Price (1)
($)
Amount of Registration Fee
($)
Shares of Common Stock, par value $0.001
1,271,500
0.05
63,575
3.55

(1)
Estimated solely for purposes of calculating the registration fee in accordance with Rule 457 of the Securities Act. The price per share and the aggregate offering price for the shares are calculated on the basis of our most recent private placement of common stock at $0.05 per unit in December 2008, with each unit comprised of one share of our common stock and one-half of one warrant to purchase one share of our common stock at an exercise price of $0.15 per share on or before September 28, 2009.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said section 8(a), may determine.
 
 
 
PROSPECTUS
 

CELLDONATE INC.

1,271,500 Shares of Common Stock

Before this offering there has been no public market for our common stock.

CELLDONATE INC. (“CELLDONATE”, “we”, “us”) is registering 1,271,500 shares of common stock held by 40 selling security holders, including 300,000 shares owned or controlled by David Strebinger, our President, Chief Executive Officer, Secretary and director, and 50,000 shares owned by Michael Palethorpe, our Chief Financial Officer, Principal Accounting Officer, Treasurer and director.

The selling security holders will sell at an initial price of $0.05 per share until our common stock is quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. No proceeds will be received by us from the sale of shares of our common stock by the selling security holders. We will incur all costs associated with this Prospectus.

Our common stock is presently not traded on any national securities exchange or the NASDAQ stock market. We do not intend to apply for listing on any national securities exchange or the NASDAQ stock market. The purchasers in this offering may be receiving an illiquid security.

An investment in our securities is speculative. Investors should be able to afford the loss of their entire investment. See the section entitled "Risk Factors" beginning on Page 7 of this Prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this Prospectus. Any representation to the contrary is a criminal offense.

This Prospectus shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall the selling security holders sell any of these securities in any state where such an offer or solicitation would be unlawful before registration or qualification under such state's securities laws.
 
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Table of Contents
 
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Prospectus Summary

This Prospectus, any supplement to this Prospectus, and the documents incorporated by reference include “forward-looking statements”. To the extent that the information presented in this Prospectus discusses financial projections, information or expectations about our business plans, results of operations, products or markets, or otherwise makes statements about future events, such statements are forward-looking. Such forward-looking statements can be identified by the use of words such as “intends”, “anticipates”, “believes”, “estimates”, “projects”, “forecasts”, “expects”, “plans” and “proposes”. Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. These include, among others, the cautionary statements in the “Risk Factors” section beginning on page 7 of this Prospectus and the “Management's Discussion and Analysis of Financial Position and Results of Operations” section elsewhere in this Prospectus.

Our Business

We are a development stage company in the business of creating and marketing entertainment-based mobile applications designed to generate donation revenue for charitable and non-profit organizations. We have only recently begun operations and we rely upon the sale of our securities to fund those operations. We were incorporated as a Nevada company on August 15, 2006. We have no subsidiaries. Our executive office is located at 1130 West Pender Street, Suite 325, Vancouver, British Columbia, Canada V6E 4A4. Our telephone number is (604) 899-2772. Our fiscal year end is March 31.

We are developing and intend to  promote programs and software solutions that assist charitable or philanthropic organizations, provide an alternative to conventional forms of fundraising and permit individuals to play fun, interactive games on their mobile devices and receive prizes or information for doing so. So far, we have completed the development of a suite of applications aimed at individuals with Internet-enabled mobile devices known as the Celldonate mobile games suite. This suite includes both games of chance as well as skills-based games which individuals will be able to play to earn points towards redeeming prizes from participating retailers and service providers.

We have designed the Celldonate mobile games suite so that individuals will have to purchase a charity donations game card that allows them to download the suite to their mobile device of choice in order to play the games. Each game card will come with an initial allocation of reward points, and after these points are exhausted individuals we be required to make charitable donations through the mobile device on which the card is registered in order to earn more reward points. This will allow such individuals to play more games and give them more opportunities to win prizes.

We have only recently begun operations, and we have not yet entered into any commitments or agreements to sell or market the Celldonate mobile games suite or our charity donations games cards. We have not generated any revenues from our business activities, and we do not expect to generate revenues for the foreseeable future. Since our inception, we have incurred operational losses, and we have been issued a going concern opinion by our auditors. To finance our operations, we have completed several rounds of financing and raised $57,050 through private placements of our common stock.

We will be dependent on future financing in order to carry out our business plan. For the next 12 months (beginning May 2009), we will require additional funds of approximately $549,000 (a total of $570,000 less our cash of approximately $21,000 as of April 22, 2009) to fund our operations and planned activities. We currently do not have sufficient financing to fully execute our business plan and there is no assurance that we will be able to obtain the necessary financing to so. Accordingly, there is uncertainty about our ability to continue to operate. If we cease our operations, you may lose your entire investment in our common stock. There are also many factors, described in detail in the "Risk Factors” section beginning on page 7 of this Prospectus, which may adversely affect our ability to begin and sustain profitable operations.

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The Offering

The 1,271,500 shares of our common stock (including 300,000   shares owned or controlled by David Strebinger, our President, Chief Executive Officer, Secretary and director, and 50,000   shares owned by Michael Palethorpe, our Chief Financial Officer, Principal Accounting Officer, Treasurer and director) being registered by this Prospectus represent approximately 47% of our issued and outstanding common stock as of May 4, 2009, assuming that all of the outstanding warrants to purchase shares of our common stock being registered will be exercised.

Securities Offered:
1,271,500 shares of common stock offered by the 40 selling security holders, including 300,000 shares owned or controlled by David Strebinger, our President, Chief Executive Officer, Secretary and director, as follows:
 
·   100,000 shares owned by Mr. Strebinger directly;
 
·   100,000 shares owned by Chelsea Greene, the spouse of Mr. Strebinger; and
 
·   100,000 shares owned by Caring Capital Corporation, a company controlled by Mr. Strebinger.
 
The 1,271,500 shares of common stock offered by the 40 selling security holders also include 50,000 shares owned by Michael Palethorpe, our Chief Financial Officer, Principal Accounting Officer, Treasurer and director.
 
Initial Offering Price:
The $0.05 per share initial offering price of our common stock was determined by our Board of Directors based on several factors, including our capital structure and the most recent selling price of 867,000 units of our common stock in private placements for $0.05 per share in December 2008. The selling security holders will sell at an initial price of $0.05 per share until our common stock is quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices.
 
Minimum Number of Securities to be Sold in this Offering:
None
 
Securities Issued and
to be Issued:
As of May 4, 2009 we had 2,291,000   issued and outstanding shares of our common stock, and outstanding warrants to purchase 433,500 shares of our common stock.
 
All of the common stock to be sold under this Prospectus will be sold by existing stockholders. There is no established market for the common stock being registered. We intend to apply to have our common stock quoted on the OTC Bulletin Board. This process usually takes at least 60 days and the application must be made on our behalf by a market maker. We have not engaged any market maker as a sponsor to make the application on our behalf. If we are unable to engage a market maker for our securities, we may be unable to develop a trading market for our common stock. If our common stock becomes quoted and a market for the stock develops, the actual price of the shares will be determined by prevailing market prices at the time of the sale. Trading of securities on the OTC Bulletin Board is often sporadic and investors may have difficulty buying and selling or obtaining market quotations, which may have a depressive effect on the market price for our common stock.
 
Proceeds:
We will not receive any proceeds from the sale of our common stock by the selling security holders.
 

 
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Financial Summary Information

All references to currency in this Prospectus are to U.S. Dollars, unless otherwise noted.
 
The following table sets forth selected financial information, which should be read in conjunction with the information set forth in the "Management’s Discussion and Analysis of Financial Position and Results of Operations" section and the accompanying financial statements and related notes included elsewhere in this Prospectus.

Income Statement Data

   
Nine Months ended
December 31, 2008
(Unaudited)
($)
   
Nine Months ended
December 31, 2007
(Unaudited)
($)
   
Year ended
March 31, 2008
($)
   
Period from inception
on August 15, 2006
to March 31, 2007
($)
   
Period from inception
on August 15, 2006
to December 31, 2008
(Unaudited)
($)
 
Revenues
    -       -       -       -       -  
Expenses
    32,896       15,215       37,962       55,294       126,152  
Net Loss
    32,896       15,215       37,962       55,294       126,152  
Net Loss per share
    0.02       0.01       0.03       0.04       -  

Balance Sheet Data

   
December 31, 2008
(Unaudited)
($)
   
March 31, 2008
($)
   
March 31, 2007
($)
 
Working Capital Deficiency
    68,084       35,320       46,584  
Total Assets
    21,295       47,954       4,748  
Total Liabilities
    89,247       83,010       50,892  

Risk Factors

Please consider the following risk factors before deciding to invest in our common stock.

This offering and any investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and all of the information contained in this Prospectus before deciding whether to purchase our common stock. If any of the following risks actually occur, our business, financial condition and results of operations could be harmed. The trading price of our common stock could decline, and you may lose all or part of your investment.
 
 
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Business Risks

1.         We lack an operating history and there is no assurance that our future operations will result in revenues or profits. If we cannot generate sufficient revenues to operate profitably, we may suspend or cease our operations.

We operate as an independent mobile technology development company in a highly competitive industry. We were incorporated on August 15, 2006 and have very little operating history, no customers and no revenues. This makes it difficult to evaluate our future performance and prospects. As of December 31, 2008 we had incurred a cumulative net loss of $126,152.

The potential success of our operations must be considered in light of the risks, expenses, delays and difficulties frequently encountered in establishing a new business in an industry characterized by intense competition. Based on our current business plan, we expect to incur operating losses for the foreseeable future, and we cannot guarantee that we will ever generate significant revenues. Our failure to operate profitability may ultimately cause us to suspend or cease our operations.

2.         We will need a significant amount of capital to carry out our proposed business plan, and unless we are able to raise sufficient funds, we may be forced to discontinue our operations.

In order to carry out our business plan we will require a significant amount of capital. We estimate that we will need approximately $570,000 to finance our planned operations for the next year, which we must obtain through the sale of equity securities or from outside sources. As of April 22, 2009 we had approximately $21,083 in cash in our bank accounts.

Our ability to obtain the necessary financing to carry out our business plan is subject to a number of factors, including general market conditions and investor acceptance of our business plan. These factors may make the timing, amount, terms and conditions of such financing unattractive or unavailable to us. If we are unable to raise sufficient funds, we will have to significantly reduce our spending, delay or cancel our planned activities or substantially change our current corporate structure. There is no guarantee that we will be able to obtain any funding or that we will have sufficient resources to conduct our operations as projected, any of which could mean that we will be forced to discontinue our operations.

3.         We may not succeed in effectively marketing the Celldonate mobile games suite, which could prevent us from acquiring customers and generating revenues.

A significant component of our business plan involves developing consumer awareness of our company and the Celldonate mobile games suite in particular. Due to the competitive nature of the mobile applications industry, if we do not market our products and services effectively we may fail to attract customers or generate revenues. Our ability to successfully promote the Celldonate mobile games suite will depend largely on the efforts of our marketing personnel and the appropriateness of our marketing approaches. To achieve success, we expect to incur substantial advertising and marketing-related expenses over the next 12 months.

Our ability to market our products and services successfully also depends on external factors over which we may have little or no control, including the performance of any potential retail or sales partners. We also intend to rely on third parties for certain information that may on occasion be inaccurate. If, for any reason, we fail to provide our customers with a product or service that meets their expectations, our reputation could suffer substantial harm, which could prevent us from developing our company as a trusted brand. The failure of our marketing and branding activities could adversely affect our ability to maintain customer relationships or attract new customers and could, therefore, prevent us from generating revenues.

4.         We will need to enter into marketing, sales and partnership agreements in order to develop and expand our business, and our failure to do so may cause us to abandon our business plan.

We plan to enter into marketing, sales and other partnership agreements to bring the Celldonate mobile games suite to market. We have not yet entered into any commitments or agreements, and our management cannot predict whether or when we will do so, or whether such commitments or agreements will be secured on favorable terms and conditions. If we are unable to enter into any of the agreements that we anticipate requiring to develop and expand our business, we may be forced to abandon our business plan.

5.         Any sales, marketing or partnership agreements that we enter into may create risks that reduce the benefits we anticipate receiving from them, which could prevent us from achieving or sustaining profitability.

 
Marketing, sales and other partnership agreements may present financial, managerial and operational challenges, including integrating operations and personnel and diverting the attention of management away from existing business. These commitments may also expose us to contingent liabilities incurred before the signing of the agreements. The due diligence we conduct in connection with any transaction and any contractual guarantees or indemnities that we receive from potential partners may not be sufficient to protect us from, or compensate us for, actual liabilities. These liabilities could adversely affect our business and financial performance and reduce the benefits of the agreement in question. This could prevent us from achieving or sustaining profitability.
 
 
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6.         Competition from mobile applications companies with greater brand recognition and resources than us may impair our ability to continue our operations.

The mobile applications industry is highly competitive, and although we are committed to marketing unique and entertaining products and services with philanthropic benefits, new brands, products and services are constantly being launched. Our current and potential competitors include companies who specialize in creating and marketing mobile applications, mobile service providers that bundle applications onto their products and those who may attempt to develop and market products or services similar to ours.

Many mobile applications companies have significant advantages over us, including longer operating histories, greater brand recognition, existing customer and retailer relationships, and significantly greater financial, marketing and other resources. Some of these companies may also be able to devote substantial resources to developing new products or services or may have contacts with other companies that devote themselves completely to developing such products or services. Any of these circumstances may harm our ability to continue our operations.

7.         Because one of our officers and directors is the beneficial owner of more than 50% of our issued and outstanding common stock, he will retain control of us and be able to elect our directors. You therefore may not be able to remove him as a director,  which could prevent us from becoming profitable.

David Strebinger, our President, Chief Executive Officer, Secretary and director, has sole or shared control over 1,702,000 issued and outstanding shares and outstanding warrants to purchase 101,000 shares, which together represent approximately 66% of our common stock assuming that all outstanding warrants to purchase our common stock are exercised. Even if Mr. Strebinger sells all 300,000 shares registered in this Prospectus over which he has sole or shared control, he will still have sole or shared control over approximately 55% of our issued and outstanding common stock.

Because David Strebinger will continue to be the beneficial owner of more than 50% of our issued and outstanding common stock, he will be able to substantially influence all matters requiring stockholder approval, including the election of directors and the approval of significant corporate transactions. He may have an interest in pursuing acquisitions, divestitures and other transactions that involve risks. For example, he could cause us to sell revenue-generating assets or to make acquisitions or enter into strategic transactions that increase our indebtedness. He may also from time to time acquire and hold interests in businesses that compete either directly or indirectly with us. If Mr. Strebinger fails to act in our best interests or fails to manage us adequately, you may have difficulty removing him as a director, which could prevent us from becoming profitable.

8.         Our operations may be disrupted by technological problems, which may prevent us from generating revenues.

Since we are in the business of developing and marketing mobile applications, we rely heavily on the use of computer equipment. The computer systems we use as well as those of third parties on whom we depend may be vulnerable to damage due to virus contraction, sabotage, security breaches or other criminal activity. In addition, we currently promote our products through the Internet and rely on the use of electronic mail to send information to potential retailer, sales and marketing partners regarding our products and services. If we experience problems related to the implementation or use of technology, including power failures, system errors or data access interruption, our reputation and operations could suffer. This may prevent us from generating revenues.

9.         Our directors and officers are engaged in other business activities and may not devote sufficient time to our affairs, which may prevent us from achieving or maintaining profitability.

Because our directors and officers, who are responsible for our business activities, do not devote all of their working hours to managing and operating our company, we may not be able to implement our business plan in either the manner we intend or at the speed we propose. Our officers and directors have other obligations and commitments which may cut into the amount of time they are able to devote to our affairs, which may impact the pace of our growth and the progress of our development.

Currently, David Strebinger, our President, Chief Executive Officer, Secretary and director, works as a part-time consultant in the areas of business development and management and contributes approximately 20% of his time to us. Michael Palethorpe, our Chief Financial Officer, Principal Accounting Officer, Treasurer and director, also works as a part-time consultant in the areas of business development and management and contributes approximately 40% of his time to us. The effects of these circumstances may prevent us from achieving or maintaining profitability.

10.       Our success depends in part on our ability to attract and retain additional key skilled professionals, which we may or may not be able to do. Our failure to do so could prevent us from achieving our goals or becoming profitable.

We plan to hire two business development consultants on a part-time basis in the next 12 months to provide us with technical services regarding our operations and planned activities. Eventually, we also plan to engage independent contractors in the areas of marketing, sales and other services. We have not yet initiated a search for such consultants or independent contractors, however competition for qualified skilled professionals can sometimes be intense, and we may be unable to attract and retain such key personnel. This could prevent us from achieving our goals or becoming profitable.
 
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11.       Since our directors, officers and business assets are located in Canada, you may be limited in your ability to enforce U.S. civil actions against them for damages to the value of your investment.

Our business assets are located in Canada and our directors and officers are residents of Canada. Consequently, if you are a U.S. investor it may be difficult for you to affect service of process on our directors or officers within the United States or to enforce a civil judgment of a U.S. court in Canada if a Canadian court determines that the U.S. court in which the judgment was obtained did not have jurisdiction in the matter. There is also substantial doubt whether an original action predicated solely upon civil liability may successfully be brought in Canada against any of our directors, officers or assets. As a result, you may not be able to recover damages as compensation for a decline in the value of your investment.

12.       We are exposed to currency exchange risk which could cause our reported earnings or losses to fluctuate.

Although we intend to report our financial results in U.S. dollars, a portion of our sales and operating costs may be denominated in Canadian dollars, and we may be exposed to currency exchange risk on any of our assets that we denominate in Canadian dollars. Since we present our financial statements in U.S. dollars, any change in the value of the Canadian dollar relative to the U.S. dollar during a given financial reporting period would result in a foreign currency loss or gain on the translation of our Canadian dollar assets into U.S. dollars. Consequently, our reported earnings or losses could fluctuate materially as a result of foreign exchange translation gains or losses.

13.       We may indemnify our directors and officers against liabilities to our security holders, and such indemnification could increase our operating costs.

Our Bylaws allow us to indemnify our directors and officers against claims associated with carrying out the duties of their offices. Our Bylaws also allow us to reimburse them for the costs of certain legal defenses. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), may be permitted to our directors, officers or control persons, we have been advised by the SEC that such indemnification is against public policy and is therefore unenforceable.

Since our directors and officers are aware that they may be indemnified for carrying out the duties of their offices, they may be less motivated to meet the standards required by law to properly carry out such duties, which could increase our operating costs. Further, if our directors and officers file a claim against us for indemnification, the associated expenses could also increase our operating costs.

Risks Associated with Our Securities

14.       Because there is no public trading market for our common stock, you may not be able to resell your shares.

There is currently no public trading market for our common stock. Therefore, there is no central place, such as stock exchange or electronic trading system, to resell your shares. If you do wish to resell your shares, you will have to locate a buyer and negotiate your own sale. As a result, you may be unable to sell your shares, or you may be forced to sell them at a loss.

We intend to apply to have our common stock quoted on the OTC Bulletin Board. This process takes at least 60 days and the application must be made on our behalf by a market maker. If our common stock becomes listed and a market for the stock develops, the actual price of our shares will be determined by prevailing market prices at the time of the sale.

We cannot assure you that there will be a market in the future for our common stock. The trading of securities on the OTC Bulletin Board is often sporadic and investors may have difficulty buying and selling our shares or obtaining market quotations for them, which may have a negative effect on the market price of our common stock. You may not be able to sell your shares at their purchase price or at any price at all. Accordingly, you may have difficulty reselling any shares you purchase from the selling security holders.

15.       The continued sale of our equity securities will dilute the ownership percentage of our existing stockholders and may decrease the market price for our common stock.

Given our lack of revenues and the doubtful prospect that we will earn significant revenues for the foreseeable future, we will require will require additional funds of approximately $549,000 (a total of $570,000 less our cash of approximately $21,000 as of April 22, 2009) to fund our operations and planned activities for the next 12 months (beginning May 2009). Our efforts to acquire financing may require us to issue additional equity securities, which will result in dilution to our existing stockholders. In short, our continued need to sell equity will result in reduced percentage ownership interests for all of our investors, which may decrease the market price for our common stock.
 
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16.       We do not intend to pay dividends and there will thus be fewer ways in which you are able to make a gain on your investment.

We have never paid dividends and do not intend to pay any dividends for the foreseeable future. To the extent that we may require additional funding currently not provided for in our financing plan, our funding sources may prohibit the declaration of dividends. Because we do not intend to pay dividends, any gain on your investment will need to result from an appreciation in the price of our common stock. There will therefore be fewer ways in which you are able to make a gain on your investment.

17.       Because the SEC imposes additional sales practice requirements on brokers who deal in shares of penny stocks, some brokers may be unwilling to trade our securities. This means that you may have difficulty reselling your shares, which may cause the value of your investment to decline.

Our shares are classified as penny stocks and are covered by section 15(g) of the Exchange Act, which imposes additional sales practice requirements on broker-dealers who sell our securities in this offering or in the aftermarket. For sales of our securities, broker-dealers must make a special suitability determination and receive a written agreement from you prior to making a sale on your behalf. Because of the imposition of the foregoing additional sales practices, it is possible that broker-dealers will not want to make a market in our common stock. This could prevent you from reselling your shares and may cause the value of your investment to decline.

18.       Financial Industry Regulatory Authority (“FINRA”) sales practice requirements may also limit your ability to buy and sell our common stock, which could depress the price of our shares.

FINRA rules require broker-dealers to have reasonable grounds for believing that an investment is suitable for a customer before recommending that investment to the customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status and investment objectives, among other things. Under interpretations of these rules, FINRA believes that there is a high probability such speculative low-priced securities will not be suitable for at least some customers. Thus, FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our shares, have an adverse effect on the market for our shares, and thereby depress our share price.

19.       You may face significant restrictions on the resale of your shares due to state “blue sky” laws.

Each state has its own securities laws, often called “blue sky” laws, which (i) limit sales of securities to a state’s residents unless the securities are registered in that state or qualify for an exemption from registration, and (ii) govern the reporting requirements for broker-dealers doing business directly or indirectly in the state. Before a security is sold in a state, there must be a registration in place to cover the transaction, or the transaction must be exempt from registration. The applicable broker-dealer must also be registered in that state.

We do not know whether our securities will be registered or exempt from registration under the laws of any state. A determination regarding registration will be made by those broker-dealers, if any, who agree to serve as market makers for our common stock. There may be significant state blue sky law restrictions on the ability of investors to sell, and on purchasers to buy, our securities. You should therefore consider the resale market for our common stock to be limited, as you may be unable to resell your shares without the significant expense of state registration or qualification.

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Use of Proceeds

We will not receive any proceeds from the resale of the securities offered through this Prospectus by the selling security holders.

Determination of Offering Price

The selling security holders will sell their shares at an initial offering price of $0.05 per share until our common stock is quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. The initial offering price was determined by our Board of Directors, who considered several factors in arriving at the $0.05 per share figure, including the following:

·  
our most recent private placements of 867,000 units at a price of $0.05 per unit on December 18, 2008 (with each unit comprised of one share of our common stock and one-half of one warrant to purchase one share of our common stock at an exercise price of $0.15 per share on or before September 28, 2009);

·  
our lack of operating history;

·  
our capital structure; and

·  
the background of our management.

As a result, the $0.05 per share initial price of our common stock does not necessarily bear any relationship to established valuation criteria and may not be indicative of prices that may prevail at any time. The price is not based on past earnings, nor is it indicative of the current market value of our assets. No valuation or appraisal has been prepared for our business. You cannot be sure that a public market for any of our securities will develop.

If our common stock becomes quoted on the OTC Bulletin Board and a market for the stock develops, the actual price of the shares sold by the selling security holders named in this Prospectus will be determined by prevailing market prices at the time of sale or by private transactions negotiated by the selling security holders. The number of shares that may actually be sold by a selling security holder will be determined by each selling security holder. The selling security holders are neither obligated to sell all or any portion of the shares offered under this Prospectus, nor are they obligated to sell such shares immediately hereunder. Security holders may sell their shares at a price different than the $0.05 per share offering price depending on privately negotiated factors such as the security holder's own cash requirements or objective criteria of value such as the market value of our assets.

Dilution

All of the 1,271,500 shares of our common stock to be sold by the selling security holders are currently issued and outstanding. Accordingly, they will not cause dilution to any of our existing stockholders.

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Selling Security Holders

The 40 selling security holders are offering for sale 1,271,500 shares of our issued and outstanding common stock which they obtained as part of the following stock issuances:

·  
On August 16, 2006 we issued 500,000 shares of our common stock to David Strebinger, our President, Chief Executive Officer, Secretary and director, 500,000 shares of our common stock to Caring Capital Corporation, a company controlled by Mr. Strebinger, 50,000 shares of our common stock to Michael Palethorpe, our Chief Financial Officer, Principal Accounting Officer, Treasurer and director, and 100,000 shares of our common stock to one non-U.S. investor at a price of $0.001 per share in exchange for services valued at $1,150 in aggregate.

·  
On November 3, 2006 we issued an aggregate of 160,000 shares of our common stock to four non-U.S. investors at a price of $0.05 per share in exchange for cash proceeds of $8,000.

·  
On September 24, 2007 we issued an aggregate of 114,000 shares of our common stock to eight non-U.S. investors at a price of $0.05 per share in exchange for cash proceeds of $5,700.

·  
On December 18, 2008 we issued an aggregate of 867,000 units to 24 non-U.S. investors at a price of $0.05 per unit in exchange for cash proceeds of $43,350. Each unit is comprised of one share of our common stock and one-half of one warrant to purchase one share of our common stock at an exercise price of $0.15 per share on or before September 28, 2009.

These securities were issued without a prospectus pursuant to Regulation S under the Securities Act. Our reliance upon Rule 903 of Regulation S was based on the fact that the sales of the securities were completed in an "offshore transaction", as defined in Rule 902(h) of Regulation S. We did not engage in any directed selling efforts, as defined in Regulation S, in the United States in connection with the sale of the securities. Each investor was not a U.S. person, as defined in Regulation S, and was not acquiring the securities for the account or benefit of a U.S. person.

The selling security holders will sell their shares at an initial offering price of $0.05 per share until our common stock is quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. This Prospectus includes registration of the following 1,271,500 shares of our common stock:

·  
300,000 shares owned or controlled by David Strebinger, our President, Chief Executive Officer, Secretary and director;

·  
50,000 shares owned by Michael Palethorpe, our Chief Financial Officer, Principal Accounting Officer, Treasurer and director; and

·  
937,000 shares owned by other security holders.

The following table provides information as of May 4, 2009 regarding the beneficial ownership of our common stock by each of the selling security holders, including:

·  
the number of shares or shares underlying options or warrants owned by each prior to this offering;

·  
the number of shares being offered by each;

·  
the number of shares that will be owned by each upon completion of the offering, assuming that all the shares being offered are sold;

·  
the percentage of shares owned by each; and

·  
the identity of the beneficial holder of any entity that owns the shares being offered.
 
11
 
 
Name of Selling Security Holder
Shares Owned Prior
to this Offering (1) (#)
Percent (2) (%)
Maximum Numbers of
Shares Being Offered
(#)
Beneficial Ownership
After Offering
(#)
Percentage Owned upon
Completion of the Offering
(2) (%)
David R. Anderson (4)
20,000
(3)
20,000
0
0
Jay David Anderson (4)
20,000
(3)
20,000
0
0
Bill Ball (5)
6,000 (6)
(3)
6,000
0
0
Heather Ball (5)
15,000 (7)
(3)
15,000
0
0
Dan Bubas
15,000 (7)
(3)
15,000
0
0
Vance Campbell
3,000 (8)
(3)
3,000
0
0
Caring Capital Corporation (9)
500,000
18.4
100,000
400,000
14.7
Claus Espen Eckbo
12,000 (10)
(3)
12,000
0
0
Shirley Gatto
2,000
(3)
2,000
0
0
Chad Gibson
20,000
(3)
20,000
0
0
Bernadette Greene (11)
300,000 (13)
11
100,000
200,000
7.3
Chelsea Greene (12)
303,000 (14)
11.1
100,000
203,000
7.5
John Greene (11)
300,000 (13)
11
100,000
200,000
7.3
Jerrid Grim
30,000 (15)
1.1
30,000
0
0
Richard Harris
100,000
3.7
100,000
0
0
Kim Horrocks (16)
30,000 (15)
1.1
30,000
0
0
Rahul Khosla (16)
30,000 (15)
1.1
30,000
0
0
Tasha Lamb
15,000 (7)
(3)
15,000
0
0
Elliot Mandelcorn (17)
20,000
(3)
20,000
0
0
Kathryn Mandelcorn (17)
20,000
(3)
20,000
0
0
Grant McManus
15,000 (7)
(3)
15,000
0
0
Cameron McRae
10,000
(3)
10,000
0
0
Billie Mintz
30,000 (15)
(3)
30,000
0
0
Michael O’Brien
10,500 (18)
(3)
10,500
0
0
Christopher Palethorpe (19)
10,000
(3)
10,000
0
0
Helen Palethorpe (19)
100,000
3.7
100,000
0
0
Kerrie-Ann Beryl Palethorpe (19)
40,000
1.5
40,000
0
0
Michael Palethorpe (19)
50,000
1.8
50,000
0
0
Rebecca Palethorpe (19)
10,000
(3)
10,000
0
0
Carle Proskin
3,000 (8)
(3)
3,000
0
0
Cristina Prsa
15,000 (7)
(3)
15,000
0
0
David Strebinger (20)
500,000 (21)
18.4
100,000
400,000
14.7
Michael Strebinger (20)
2,000
(3)
2,000
0
0
Norman Tan
3,000 (8)
(3)
3,000
0
0
Carina van der Walt (22)
3,000 (8)
(3)
3,000
0
0
Hendrik B. van der Walt (22)
3,000 (8)
(3)
3,000
0
0
Todd Wade
3,000 (8)
(3)
3,000
0
0
Nancy Wang
150,000 (23)
5.5
100,000
50,000
1.8
Darren Weckerle
3,000 (8)
(3)
3,000
0
0
Arash Yazdani
3,000 (8)
(3)
3,000
0
0
Total
2,724,500
 
1,271,500
   
 
 
12

 
(1)
The number and percentage of shares beneficially owned is determined to the best of our knowledge in accordance with the Rules of the SEC and. the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the selling security holder has sole or shared voting or investment power and also any shares which the selling security holder has the right to acquire within 60 days of the date of this Prospectus.

(2)
The percentages are based on 2,291,000 shares of our common stock issued and outstanding as at May 4, 2009, and outstanding warrants to purchase 433,500 shares of our common stock as at May 4, 2009.

(3)
Less than 1%.

(4)
David R. Anderson and Jay David Anderson are father and son.

(5)
Bill Ball and Heather Ball are husband and wife. Bill Ball is also deemed to have shared voting and investment power over the 10,000 shares of our common stock and warrants to purchase 5,000 shares of our common stock at an exercise price of $0.15 per share on or before September 28, 2009 held by Heather Ball,and Heather Ball is also deemed to have shared voting and investment power over the 4,000 shares of our common stock and warrants to purchase 2,000 shares of our common stock at an exercise price of $0.15 per share on or before September 28, 2009 held by Bill Ball.

(6)
Includes 4,000 shares of our common stock and warrants to purchase 2,000 shares of our common stock at an exercise price of $0.15 per share on or before September 28, 2009.

(7)
Includes 10,000 shares of our common stock and warrants to purchase 5,000 shares of our common stock at an exercise price of $0.15 per share on or before September 28, 2009.

(8)
Includes 2,000 shares of our common stock and warrants to purchase 1,000 shares of our common stock at an exercise price of $0.15 per share on or before September 28, 2009.

(9)
David Strebinger, our President, Chief Executive Officer, Secretary and director, has sole voting and investment power over the 500,000 shares of our common stock held by Caring Capital Corporation.

(10)
Includes 8,000 shares of our common stock and warrants to purchase 4,000 shares of our common stock at an exercise price of $0.15 per share on or before September 28, 2009.

(11)
John Greene and Bernadette Greene are husband and wife. John Greene is also deemed to have shared voting and investment power over the 200,000 shares of our common stock and warrants to purchase 100,000 shares of our common stock at an exercise price of $0.15 per share on or before September 28, 2009 held by Bernadette Greene, and Bernadette Greene is also deemed to have shared voting and investment power over the 200,000 shares of our common stock and warrants to purchase 100,000 shares of our common stock at an exercise price of $0.15 per share on or before September 28, 2009 held by John Greene.

(12)
Chelsea Greene is the daughter of Bernadette Greene and John Greene, and the wife of David Strebinger, our President, Chief Executive Officer, Secretary and director. Chelsea Greene is also deemed to have shared voting and investment power over the 1,000,000 shares of our common stock held by Mr. Strebinger.

(13)
Includes 200,000 shares of our common stock and warrants to purchase 100,000 shares of our common stock at an exercise price of $0.15 per share on or before September 28, 2009.  None of the shares underlying warrants are being offered.

(14)
Includes 202,000 shares of our common stock and warrants to purchase 101,000 shares of our common stock at an exercise price of $0.15 per share on or before September 28, 2009. None of the shares underlying warrants are being offered.

(15)
Includes 20,000 shares of our common stock and warrants to purchase 10,000 shares of our common stock at an exercise price of $0.15 per share on or before September 28, 2009.
 
13

 
(16)
Rahul Khosla and Kim Horrocks are husband and wife. Raul Khosla is also deemed to have shared voting and investment power over the 20,000 shares of our common stock and warrants to purchase 10,000 shares of our common stock at an exercise price of $0.15 per share on or before September 28, 2009 held by Kim Horrocks, and Kim Horrocks is also deemed to have shared voting and investment power over the 20,000 shares of our common stock and warrants to purchase 10,000 shares of our common stock at an exercise price of $0.15 per share on or before September 28, 2009 held by Raul Khosla .

(17)
Elliot Mandelcorn and Kathryn Mandelcorn are husband and wife. Elliot Mandelcorn is also deemed to have shared voting and investment power over the 20,000 shares of our common stock held by Kathryn Mandelcorn, and Kathryn Mandelcorn is also deemed to have shared voting and investment power over 20,000 shares of our common stock held by Elliot Mandelcorn.

(18)
Includes 7,000 shares of our common stock and warrants to purchase 3,500 shares of our common stock at an exercise price of $0.15 per share on or before September 28, 2009.

(19)
Christopher Palethorpe is the son of Helen Palethorpe and the brother of Michael Palethorpe, our Chief Executive Officer, Principal Accounting Officer, Treasurer and director.  Kerrie-Anne Beryl Palethorpe and Rebecca Palethorpe are sisters-in-law of Michael Palethorpe.

(20)
Michael Strebinger is the father of David Strebinger, our President, Chief Executive Officer, Secretary and director.

(21)
David Strebinger also has sole voting and investment power over the 500,000 shares of our common stock held by Caring Capital Corporation, and is deemed to have shared voting and investment power over the 202,000 shares of our common stock and warrants to purchase 101,000 shares of our common stock at an exercise price of $0.15 per share on or before September 28, 2009 held by Chelsea Greene.

(22)
Hendrik B. van der Walt and Carina van der Walt are husband and wife. Hendrik B. van der Walt is also deemed to have shared voting and investment power over the 2,000 shares of our common stock and warrants to purchase 1,000 shares of our common stock at an exercise price of $0.15 per share on or before September 28, 2009 held by Carina van der Walt, and Carina van der Walt is also deemed to have shared voting and investment power over the 2,000 shares of our common stock and warrants to purchase 1,000 shares of our common stock at an exercise price of $0.15 per share on or before September 28, 2009 held by Hendrik B. van der Walt.

(23)
Includes 100,000 shares of our common stock and warrants to purchase 50,000 shares of our common stock at an exercise price of $0.15 per share on or before September 28, 2009. None of the shares underlying warrants are being offered.

Except as otherwise noted in the above list, the named party beneficially owns and has sole voting and investment control over all the shares or rights to the shares. The numbers in this table assume that none of the selling security holders will sell shares not being offered in this Prospectus or will purchase additional shares, and assumes that all the shares being registered will be sold.

Other than as described above, none of the selling security holders or their beneficial owners has had a material relationship with us other than as a security holder at any time within the past three years, or has ever been one of our officers or directors or an officer or director of our predecessors or affiliates.

None of the selling security holders are broker-dealers or affiliates of a broker-dealer.
 
 
14

Plan of Distribution

We are registering 1,271,500 shares of our common stock on behalf of the selling security holders. The 1,271,500 shares of our common stock can be sold by the selling security holders at an initial offering price of $0.05 per share until our common stock is quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices.

No public market currently exists for shares of our common stock. We intend to apply to the OTC Bulletin Board for the quotation of our common stock. In order for our common stock to be quoted on the OTC Bulletin Board, a market maker must file an application on our behalf to make a market for our common stock. This process takes at least 60 days and can take longer than a year. We have not engaged any market maker as a sponsor to make an application on our behalf. If we are unable to obtain a market maker for our securities, we may be unable to develop a trading market for our common stock.

Trading in stocks quoted on the OTC Bulletin Board is often thin and is characterized by wide fluctuations in trading prices due to many factors that may have little to do with a company's operations or business prospects. The OTC Bulletin Board should not be confused with the NASDAQ market. OTC Bulletin Board companies are subject to far less restrictions and regulations than companies whose securities are traded on the NASDAQ market. Moreover, the OTC Bulletin Board is not a stock exchange, and the trading of securities on the OTC Bulletin Board is often more sporadic than the trading of securities listed on a quotation system like the NASDAQ Small Cap or a stock exchange. In the absence of an active trading market investors may have difficulty buying and selling or obtaining market quotations for our common stock and its market visibility may be limited, which may have a negative effect on the market price of our common stock.

There is no assurance that our common stock will be quoted on the OTC Bulletin Board. We do not currently meet the existing requirements to be quoted on the OTC Bulletin Board, and we cannot assure you that we will ever meet these requirements.

The selling security holders may sell some or all of their shares of our common stock in one or more transactions, including block transactions:

·  
on such public markets as the securities may be trading;

·  
in privately negotiated transactions; or

·  
in any combination of these methods of distribution.

The selling security holders may offer our common stock to the public:

·  
at an initial price of $0.05 per share until a market develops;

·  
at the market price prevailing at the time of sale;

·  
at a price related to such prevailing market price; or

·  
at such other price as the selling security holders determine.
 
15

 
We are bearing all costs relating to the registration of our common stock. The selling security holders, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of the shares of our common stock.

The selling security holders must comply with the requirements of the Securities Act and the Exchange Act in the offer and sale of our common stock. In particular, during such times as the selling security holders may be deemed to be engaged in a distribution of any securities, and therefore be considered to be an underwriter, they must comply with applicable laws and may, among other things:

·  
furnish each broker or dealer through which our common stock may be offered such copies of this Prospectus, as amended from time to time, as may be required by such broker or dealer;

·  
not engage in any stabilization activities in connection with our securities; and

·  
not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities other than as permitted under the Exchange Act.

The selling security holders and any underwriters, dealers or agents that participate in the distribution of our common stock may be deemed to be underwriters, and any commissions or concessions received by any such underwriters, dealers or agents may be deemed to be underwriting discounts and commissions under the Securities Act. Our common stock may be sold from time to time by the selling security holders in one or more transactions at a fixed offering price, which may be changed, at varying prices determined at the time of sale or at negotiated prices. We may indemnify any underwriter against specific civil liabilities, including liabilities under the Securities Act.

The selling security holders and any broker-dealers acting in connection with the sale of the common stock offered under this Prospectus may be deemed to be underwriters within the meaning of section 2(11) of the Securities Act, and any commissions received by them and any profit realized by them on the resale of shares as principals may be deemed underwriting compensation under the Securities Act. Neither we nor the selling security holders can presently estimate the amount of such compensation. We know of no existing arrangements between the selling security holders and any other security holder, broker, dealer, underwriter or agent relating to the sale or distribution of our common stock. Because the selling security holders may be deemed to be “underwriters” within the meaning of section 2(11) of the Securities Act, the selling security holders will be subject to the prospectus delivery requirements of the Securities Act. Each selling security holder has advised us that they have not yet entered into any agreements, understandings, or arrangements with any underwriters or broker-dealers regarding the sale of their shares. We may indemnify any underwriter against specific civil liabilities, including liabilities under the Securities Act.

Regulation M

During such time as the selling security holders may be engaged in a distribution of any of the securities being registered by this Prospectus, the selling security holders are required to comply with Regulation M under the Exchange Act. In general, Regulation M precludes any selling security holder, any affiliated purchaser and any broker-dealer or other person who participates in a distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase, any security that is the subject of the distribution until the entire distribution is complete.

Regulation M defines a “distribution”   as an offering of securities that is distinguished from ordinary trading activities by the magnitude of the offering and the presence of special selling efforts and selling methods. Regulation M also defines a “distribution participant”   as an underwriter, prospective underwriter, broker, dealer, or other person who has agreed to participate or who is participating in a distribution.

Regulation M prohibits, with certain exceptions, participants in a distribution from bidding for or purchasing, for an account in which the participant has a beneficial interest, any of the securities that are the subject of the distribution. Regulation M also governs bids and purchases made in order to stabilize the price of a security in connection with a distribution of the security. We have informed the selling security holders that the anti-manipulation provisions of Regulation M may apply to the sales of their shares offered by this Prospectus, and we have also advised the selling security holders of the requirements for delivery of this Prospectus in connection with any sales of the shares offered by this Prospectus.

With regard to short sales, the selling security holders cannot cover their short sales with securities from this offering. In addition, if a short sale is deemed to be a stabilizing activity, then the selling security holders will not be permitted to engage in such an activity. All of these limitations may affect the marketability of our common stock.
 

 
16
 
Penny Stock Rules

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the OTC Bulletin Board system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the SEC which:

·  
contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;

·  
contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to violations of such duties or other requirements of federal securities laws;

·  
contains a brief, clear, narrative description of a dealer market, including "bid" and "ask" prices for penny stocks and the significance of the spread between the bid and ask prices;

·  
contains the toll-free telephone number for inquiries on disciplinary actions;

·  
defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and

·  
contains such other information, and is in such form (including language, type size, and format) as the SEC shall require by rule or regulation.

Prior to effecting any transaction in a penny stock, a broker-dealer must also provide a customer with:

·  
the bid and ask prices for the penny stock;

·  
the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock;

·  
the amount and a description of any compensation that the broker-dealer and its associated salesperson will receive in connection with the transaction; and

·  
a monthly account statement indicating the market value of each penny stock held in the customer's account.

In addition, the penny stock rules require that prior to effecting any transaction in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive (i) the purchaser's written acknowledgment of the receipt of a risk disclosure statement, (ii) a written agreement to transactions involving penny stocks, and (iii) a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our securities, and therefore our stockholders may have difficulty selling their shares.

Blue Sky Restrictions on Resale

When a selling security holder wants to sell shares of our common stock under this Prospectus in the United States, the selling security holder will need to comply with state securities laws, also known as “blue sky laws,” with regard to secondary sales. All states offer a variety of exemptions from registration of secondary sales. Many states, for example, have an exemption for secondary trading of securities registered under section 12(g) of the Exchange Act or for securities of issuers that publish continuous disclosure of financial and non-financial information in a recognized securities manual, such as Standard & Poor’s. The broker for a selling security holder will be able to advise the stockholder as to which states have an exemption for secondary sales of our common stock.

Any person who purchases shares of our common stock from a selling security holder pursuant to this Prospectus, and who subsequently wants to resell such shares will also have to comply with blue sky laws regarding secondary sales.

When this Prospectus becomes effective, and a selling security holder indicates in which state(s) he desires to sell his shares, we will be able to identify whether he will need to register or may rely on an exemption from registration.
 
17

Description of Securities to be Registered

Our authorized capital stock consists of 100,000,000 shares of common stock, $0.001 par value, and 400,000 shares of common stock, no par value. There are no differences in the rights or restrictions attached to our two classes of common stock.

Common Stock

As of May 4, 2009 we had 2,291,000 shares of our common stock issued and outstanding and outstanding warrants to purchase 433,500 shares of our common stock. We did not have any outstanding options or other convertible securities as of May 4, 2009.

Holders of our common stock have no preemptive rights to purchase additional shares of common stock or other subscription rights. Our common stock carries no conversion rights and is not subject to redemption or to any sinking fund provisions. All shares of our common stock are entitled to share equally in dividends from sources legally available, when, as and if declared by our Board of Directors, and upon our liquidation or dissolution, whether voluntary or involuntary, to share equally in our assets available for distribution to our stockholders.

Our Board of Directors is authorized to issue additional shares of our common stock not to exceed the amount authorized by our Articles of Incorporation, on such terms and conditions and for such consideration as our Board may deem appropriate without further security holder action.

Voting Rights

Each holder of our common stock is entitled to one vote per share on all matters on which such stockholders are entitled to vote. Since the shares of our common stock do not have cumulative voting rights, the holders of more than 50% of the shares voting for the election of directors can elect all the directors if they choose to do so and, in such event, the holders of the remaining shares will not be able to elect any person to our Board of Directors.

Dividend Policy

Holders of our common stock are entitled to dividends if declared by the Board of Directors out of funds legally available for payment of dividends. From our inception to May 4, 2009 we did not declare any dividends.

We do not intend to issue any cash dividends in the future. We intend to retain earnings, if any, to finance the development and expansion of our business. However, it is possible that our management may decide to declare a stock dividend in the future. Our future dividend policy will be subject to the discretion of our Board of Directors and will be contingent upon future earnings, if any, our financial condition, our capital requirements, general business conditions and other factors.

 
18
 
Interests of Named Experts and Counsel

No expert or counsel named in this Prospectus as having prepared or certified any part thereof or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of our common stock was employed on a contingency basis or had or is to receive, in connection with the offering, a substantial interest, directly or indirectly, in us. Additionally, no such expert or counsel was connected with us as a promoter, managing or principal underwriter, voting trustee, director, officer or employee.

Experts

Our audited financial statements as at March 31, 2008 and 2007, for the year ended March 31, 2008 and for the period from our inception on August 15, 2006 to March 31, 2007 have been included in this Prospectus in reliance upon Smythe Ratcliffe LLP, Chartered Accountants, an independent registered public accounting firm, as experts in accounting and auditing.

Description of Business

Overview

We are a development stage company in the business of creating and marketing entertainment-based mobile applications designed to generate donation revenue for charitable and non-profit organizations. Our plan of operations for the next 12 months is to develop and promote programs and software solutions that are socially responsible and uniquely captivating, in that they assist organizations that support philanthropic causes, provide an alternative to conventional forms of fundraising, and permit individuals to play fun, interactive games on their mobile devices and receive prizes or information for doing so.

We have completed the development of a suite of applications aimed at individuals with Internet-enabled mobile devices (such as smartphones and personal data organizers) known as the Celldonate mobile games suite. This suite includes a number of games of chance as well as skills-based games which individuals will be able to play to earn points towards redeeming products and services from participating retailers and service providers. So far, we have not yet entered into any commitments or agreements related to the sale or marketing of the Celldonate mobile games suite.

In order to play the games in the suite, individuals will have to purchase a charity donations game card over the Internet or from a bricks-and-mortar retailer that will allow them to download the suite to their mobile device of choice. Our plan is to preload each charity donations game card with a certain number of reward points that correlate to the value of the purchase. After purchasing a game card, each individual will be required to call a 1-800 number listed on the card to register and specify the number of the device to which their copy of the Celldonate mobile games suite should be sent. We will then send the suite directly to the individual’s designated mobile device.

The Celldonate mobile games suite we have developed consists of five independent applications and a platform for transferring funds through mobile devices. We have completed the testing of the suite on a number of mobile devices; however, because the makes and models of mobile devices change so rapidly, we must test the suite on each new device in order to troubleshoot any problems that may arise. Such testing usually takes between three hours and three days depending on a number of factors such as the experience of the programmer performing the testing, the complexity of the mobile device and whether the mobile device is an entirely new product or a new version of an existing product.

The five applications that currently comprise the Celldonate mobile games suite include:

·  
a lottery game;

·  
a Bingo game;

·  
a slot machine game;

·  
a trivia game; and

·  
a memory game.

Each of these applications will give individuals the opportunity to win valuable prizes by gambling successfully or by correctly answering questions randomly generated by the Celldonate prize pool server, which is a supply of trivia questions which we intend to use to test individuals’ knowledge.

19
 
We have also conceived of additional applications to include in the Celldonate mobile games suite, but until marketing, sales and partnership agreements have been secured for the initial suite we do not intend to develop these applications any further.

The additional mobile applications that we have begun to develop include:

·  
an auction that gives individuals the opportunity to bid on goods and services that charities have received as donations and wish to sell to raise funds for various causes;

·  
a tentatively-titled “back stage pass” that gives individuals interested in downloading music the opportunity to access new music that has yet to be released in stores;

·  
a tentatively-titled “concert alert” that provides individuals with concert updates pertaining to their area of residence and also gives them the opportunity to access tickets prior to their release to the general public; and

·  
a tentatively-titled “mobile blessing” that gives individuals the opportunity to receive daily or weekly blessings directly from their church or parish of choice.

We intend to permit individuals to use the applications in the Celldonate mobile games suite only if they have a positive balance in their reward points account. After exhausting the initial allocation of reward points they receive by purchasing the charity donations game card, an individual will have to make additional charitable donations though the mobile device on which their card is registered in order to earn more reward points. We plan to make it possible to make these donations via Paypal using a number of payment methods, including Visa, Mastercard, American Express and debit. Any agreements we enter into with charities or non-profit organizations will require such organizations to issue tax receipts to the donating individuals in accordance with applicable tax laws either via email or direct mail.

Any prizes that are won by playing the games in the Celldonate mobile games suite will be stored as a credit on the account of the games card holder. Any individual will then be able to bring the games card into a participating retail location to redeem the prize at a point-of-sale terminal. We anticipate that the allure of the prizes and the benefit of supporting any number of charitable causes will be sufficient to induce potential and existing game card holders to begin or continue to donate money to their charity of choice.

We have not yet entered into any commitments or agreements to sell or market our products and services. We plan to earn revenues from our business by charging a fee to download the Celldonate mobile games suite, charging a percentage fee for all transactions associated with the games suite and charging a fee to retailers for advertising their products and services alongside the applications in the games suite. Since our applications permit transactions to occur directly through various mobile devices, we intend to build these fees into our products and collect them unobtrusively. This technology will also allow individuals to donate money directly on a seamless basis.

The versatility of the Celldonate mobile games suite will permit retailers and advertisers to promote their products and services by placing them alongside the applications included in the suite and marketing them as prizes for which game-playing individuals can redeem points. The suite will also act as a physical driver of business, in that each individual that wins a prize will be required to patronize a bricks-and-mortar retail location in order to collect that prize. As a result, the Celldonate mobile games suite will allow individuals to generate funds for charitable and non-profit organizations by simply playing games and redeeming their winnings at participating retail outlets, and will provide retailers and advertisers with the opportunity to market and promote their products and services to a broad segment of the population while simultaneously emphasizing their social responsibility.

20
 
Development of Business

Since our inception on August 15, 2006 we have been primarily involved in organizational activities and we have developed our business as follows:

·  
On August 15, 2006 we appointed David Strebinger as our President, Chief Executive Officer and director, Michael Palethorpe as our Chief Financial Officer, Principal Accounting Officer, Treasurer and director and Ray Bell as our Secretary and director.

·  
On August 15, 2006 we entered into an agreement with Caring Capital Corporation to facilitate our business and technology development.

·  
In late August 2006 we began to develop our first suite of mobile applications aimed at the licensed lottery industry.

·  
In December 2006 we completed the development of our first suite of mobile applications, which consisted solely of games of chance.

·  
In early 2007 we entered into discussions with lottery corporations in various states to license the first Celldonate mobile games suite. From these discussions, we learned that we would need to develop skills-based applications to complement our chance-based applications due to legislation related to the online gambling industry.

·  
On August 27, 2007 Ray Bell resigned as our Secretary and director, and we appointed David Strebinger as our Secretary.

·  
On August 27, 2007 Michael Palethorpe resigned as our director.

·  
In November 2007 we began to develop additional mobile applications that were skills-based instead of chance-based.

·  
In March 2008, we completed the development of the current Celldonate mobile games suite.

·  
At various points throughout 2007 and 2008, we obtained the rights to a number of Internet domain names that could be associated with the concept of mobile donations.

·  
On January 5, 2009 we reappointed Ray Bell and Michael Palethorpe as our directors.

·  
On February 20, 2009 we retained Smythe Ratcliffe LLP, Chartered Accountants as our auditors.

·  
On May 8, 2009 we entered into an amendment agreement with Caring Capital Corporation to amend the payment terms of our agreement with Caring Capital dated August 15, 2006.

·  
From our inception on August 15, 2006 to December 31, 2008 we raised approximately $57,050 through private placements of our securities.
 
 
21
 
Markets

The focus of our marketing strategy is to enter into strategic partnerships with various retailers, service providers and charitable and non-profit organizations regarding the sale, distribution and redemption of our charity donations games cards and rewards. We plan to work with charitable and non-profit organizations to leverage the marketing power and word-of-mouth of their networks, and we also intend to develop partnerships with various companies to market and promote their products and services alongside the applications as well as major social networks to include their games and other mobile applications in subsequent versions of the Celldonate mobile games suite. In the future, we would also like to enter into distribution deals with telecommunications companies.

We have not yet entered into any commitments or agreements with any organizations, retailers, service providers, companies or social networks to sell or market our products and services, and we have not yet adopted any specific sales and marketing plans apart from those described above. However, as the size and scope of our business increases, we plan to address any issues that arise as well as the need for us to hire additional marketing personnel.

Competition

We have yet to encounter any other companies that are currently involved in, or seeking to become involved in, developing and marketing charity-focused mobile applications. Still, we face potential threats from developers of other mobile applications and payment-processing companies who may wish to participate in mobile philanthropy.

We are seeking to acquire a customer and retailer base by forming relationships with several large charitable organizations. We expect the effects of entering into contracts with such organizations while we are a development stage company to assist us in becoming a partner of choice for other organizations with similar goals.

Nevertheless, the mobile applications industry is highly competitive, and as a development stage company we have a weak competitive position. We may compete with junior and senior companies who are actively seeking to develop and market applications that are similar to ours, and we may lack the technological information or expertise available to these competitors. Further, we may compete with other companies in the mobile applications industry for financing and such companies may have greater financial and technical resources than those available to us. Accordingly, these competitors may be able to spend greater amounts on hiring consultants to promote their applications or entering into strategic partnerships to sell and distribute their products. Such competition could adversely impact our ability to obtain the financing necessary for us to carry out our business plan.

We also compete with other development stage technology-focused companies for financing from a limited number of investors that are prepared to invest in such companies. The presence of such competing junior companies may impact our ability to raise additional capital in order to fund our planned operations and activities if investors perceive that investments in our competitors are more attractive based on the merits of their technology or the price of the investment opportunity.

General competitive conditions may be substantially affected by various forms of communications legislation and/or regulation introduced from time to time by the governments of the United States and other countries, as well as factors beyond our control, including international and domestic economic conditions, the market for mobile applications, and the willingness of individuals to make donations to charitable or non-profit organizations.

In the face of competition, we may not be successful in carrying out our business plan and we cannot provide any assurance that suitable partners will exist for our applications in the retail, or service provider sectors. Despite this, we hope to compete successfully in the mobile applications industry by:

·  
keeping our costs low;

·  
relying on the strength of our management’s contacts; and

·  
using our size and experience to our advantage by adapting quickly to changing market conditions or responding swiftly to potential opportunities.
 
22
 
Consulting and Development

From our inception on August 15, 2006 to December 31, 2008 we spent $63,728 on consulting and development activities. We anticipate that we will incur consulting and development expenses of approximately $180,000 over the next 12 months if we are successful in obtaining the amount of financing we require.  Our planned expenditures on our operations are summarized under the section of this Prospectus entitled “Management’s Discussion and Analysis of Financial Position and Results of Operations”.

Intellectual Property

We currently own the intellectual property rights associated with the Celldonate mobile games suite and the other mobile applications we have developed, as well as the copyright in the contents of our website. We also own the rights to a number of Internet domain names that could be associated with the concept of mobile donations. Other than that, we do not have any other intellectual property and we have not filed for any protection of our trademark.

Employees and Consultants

As of May 4, 2009 we did not have any full-time or part-time employees. David Strebinger, our President, Chief Executive Officer, Secretary and director, works as a part-time consultant in the areas of business development and management and contributes approximately 20% of his time to us. Michael Palethorpe, our Chief Financial Officer, Principal Accounting Officer, Treasurer and director, also works as a part-time consultant in the areas of business development and management and contributes approximately 40% of his time to us.

We currently engage independent contractors in the areas of consulting and development, accounting and legal services. We intend to retain two business development consultants on a part-time basis over the next 12 months and eventually, we plan to engage independent contractors in the areas of marketing, sales and other services.

Government Regulations

Our current and future operations are or will be subject to various laws and regulations in the United States and Canada, the countries in which we conduct or plan to conduct our activities. These laws and regulations govern communications, the Internet, gambling, taxes, labor standards, occupational health and safety and other matters relating to the mobile applications industry. Permits, registrations or other authorizations may also be required to maintain our operations and to carry out our future activities, and these permits, registrations or authorizations will be subject to revocation, modification and renewal.

Governmental authorities have the power to enforce compliance with regulatory requirements and the provisions of required permits, registrations or other authorizations, and violators may be subject to civil and criminal penalties including fines, injunctions, or both. The failure to obtain or maintain a required permit may also result in the imposition of civil and criminal penalties, and third parties may have the right to sue to enforce compliance.

We expect to be able to comply with all applicable laws and regulations and do not believe that such compliance will have a material adverse effect on our competitive position. We have obtained and intend to obtain all permits, licenses and approvals required by all applicable regulatory agencies to maintain our current operations and to carry out our future activities. We are not aware of any material violations of permits, licenses or approvals issued with respect to our operations, and we believe that we have complied with all applicable laws and regulations to date. We intend to continue complying with all laws and regulations, and at this time we do not anticipate incurring any material capital expenditures to do so.
 
Compliance with any unanticipated requirements could have a material adverse effect on our capital expenditures, earnings or competitive position. Our failure to comply with any laws and regulations may result in the assessment of administrative, civil and criminal penalties, the imposition of injunctive relief, or both. Legislation affecting the mobile applications industry and the Internet in general is subject to constant review, and the regulatory burden frequently increases. Changes in any of these laws and regulations could have a material adverse effect on our business, and in view of the many uncertainties surrounding current and future laws and regulations, including their applicability to our operations, we cannot predict their overall effect on our business .
 
23
 
Description of Property

Our executive office is located at 1130 West Pender Street, Suite 325, Vancouver, British Columbia, Canada V6E 4A4. This office is approximately 1000 square feet in size and is provided to us free of charge by David Strebinger, our President, Chief Executive Officer, Secretary and director. As of May 4, 2009 we had not entered into any lease agreement for this office, and we do not plan to recognize any rent expenses for it. We believe that this office is suitable for our current operations and we do not anticipate requiring any additional property in the foreseeable future.

Legal Proceedings

We are not aware of any pending or threatened legal proceedings which involve us or any of our products or services.

Market for Common Equity and Related Stockholder Matters

Market Information

Our common stock is not traded on any exchange. We intend to apply to have our common stock quoted on the OTC Bulletin Board once this Prospectus has been declared effective by the SEC; however, there is no guarantee that we will obtain a listing.

There is currently no trading market for our common stock and there is no assurance that a regular trading market will ever develop. OTC Bulletin Board securities are not listed and traded on the floor of an organized national or regional stock exchange. Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting dealers. OTC Bulletin Board issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.

To have our common stock listed on any of the public trading markets, including the OTC Bulletin Board, we will require a market maker to sponsor our securities. We may be unable to locate a market maker that will agree to sponsor our securities. If we are unable to obtain a market maker, we may be unable to develop a trading market for our common stock. Further, even if we secure a market maker, there is no guarantee that our securities will meet the requirements for quotation or that our securities will be accepted for quotation on the OTC Bulletin Board. Any of these outcomes could prevent us from developing a trading market for our common stock.

Holders

As of May 4, 2009 there were 40 holders of record of our common stock.

Dividends

To date, we have not paid dividends on shares of our common stock and we do not expect to declare or pay dividends on shares of our common stock in the foreseeable future. The payment of any dividends will depend upon our future earnings, if any, our financial condition, and other factors deemed relevant by our Board of Directors.

Equity Compensation Plans

As of May 4, 2009 we did not have any equity compensation plans.
 
Financial Statements

Our audited financial statements as at March 31, 2008 and 2007,  the year ended March 31, 2008 and for the period from our inception on August 15, 2006 to March 31, 2007, together with our unaudited interim financial statements for the nine months ended December 31, 2008 and 2007 follow, commencing on page F-1.
 
24
 
CELLDONATE INC.
(A Development Stage Company)
December 31, 2008 (unaudited), March 31, 2008 and 2007
 
Financial Statements
(Expressed in US dollars)
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 

 
The Board of Directors and Stockholders of CELLDONATE INC.
 
We have audited the balance sheets of CELLDONATE INC. (a Development Stage Company) as at March 31, 2008 and 2007, and the statements of operations, stockholders’ deficiency and cash flows for the year ended March 31, 2008 and the period from August 15, 2006 (inception) to March 31, 2007.  These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as at March 31, 2008 and 2007 and the results of its operations and its cash flows for the year ended March 31, 2008 and the period from August 15, 2006 (inception) to March 31, 2007 in conformity with accounting principles generally accepted in the United States of America.
 
The accompanying financial statements have been prepared assuming that the Company will continue as a going-concern.  As discussed in note 1 to the financial statements, the Company has no operations, a stockholders’ deficiency and a deficit accumulated during the development stage, which raises substantial doubt about its ability to continue as a going-concern.  Management’s plans regarding those matters are also described in note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
Chartered Accountants

Vancouver, Canada
April 10, 2009
 
F-1
 
CELLDONATE INC.
(A Development Stage Company)
Balance Sheets
(Expressed in US dollars)
 
 
December 31, 2008
   
March 31, 2008
   
March 31, 2007
 
 
(unaudited)
             
Assets
                 
                   
Current
                 
Cash
  $ 11,163     $ 42,690     $ 4,308  
Prepaid expenses and deposits
    10,000       5,000       -  
                         
Total current assets
    21,163       47,690       4,308  
Equipment (note 3)
    132       264       440  
                         
Total assets
  $ 21,295     $ 47,954     $ 4,748  
                         
Liabilities
                       
                         
Current
                       
Accounts payable
  $ 1,737     $ -     $ -  
Accrued liabilities (note 4)
    13,500       9,000       6,000  
Due to related parties (note 6)
    74,010       74,010       44,892  
                         
      89,247       83,010       50,892  
                         
Stockholders’ Deficiency
                       
                         
Common stock (note 5)
                       
Authorized:
                       
100,000,000 common shares, $0.001 par value
                       
400,000 common shares, without par value
                       
Issued and outstanding:
                       
2,291,000 common shares, $0.001 par value
                       
(1,424,000 as at March 31, 2008)
                       
(1,310,000 as at March 31, 2007)
    2,291       1,424       1,310  
Share subscriptions (note 5)
    -       43,350       -  
Additional paid-in capital
    55,909       13,426       7,840  
Deficit accumulated during the development stage
    (126,152 )     (93,256 )     (55,294 )
                         
Total stockholders’ deficiency
    (67,952 )     (35,056 )     (46,144 )
                         
Total liabilities and stockholders’ deficiency
  $ 21,295     $ 47,954     $ 4,748  

Nature of Operations and Going-Concern (note 1)
 
See accompanying notes to financial statements.
 
F-2
 
  CELLDONATE INC.
(A Development Stage Company)
Statements of Operations
(Expressed in US dollars)
 
 
 
For the nine months ended December 31, 2008
For the nine months ended December 31, 2007
For the year ended March 31, 2008
Period from August 15, 2006 (inception) to March 31, 2007
Period from August 15, 2006 (inception) to December 31, 2008
 
(unaudited)
(unaudited)
       
(unaudited )
Expenses
                   
Consulting and development fees
$
-
$
13,560
$
22,560
$
41,168
$
63,728
Accounting and legal
 
32,046
 
820
 
13,170
 
9,154
 
54,370
Office
 
260
 
201
 
302
 
4,884
 
5,446
Licenses and fees
 
350
 
500
 
1,600
 
-
 
1,950
Amortization
 
132
 
132
 
176
 
88
 
396
Bank charges
 
108
 
2
 
154
 
-
 
262
           
 
       
Net loss and comprehensive loss for period
$
(32,896)
$
(15,215)
$
(37,962)
$
(55,294)
$
(126,152)
               
 
   
Basic and diluted loss per share
$
(0.02)
$
(0.01)
$
(0.03)
$
(0.04)
   
                     
Weighted average number of common shares outstanding
 
1,465,135
 
1,350,774
 
1,369,030
 
1,248,816
   
 
See accompanying notes to financial statements.
 
F-3
 
  CELLDONATE INC.
(A Development Stage Company)
Statements of Cash Flows
(Expressed in US dollars)
 
 
 
For the nine months ended
December 31, 2008
For the nine months ended
December 31, 2007
For the year ended
March 31, 2008
Period from August 15, 2006(inception) to March 31, 2007
Period from August 15, 2006 (inception) to December 31, 2008
 
(unaudited)
(unaudited)
   
(unaudited)
Cash Flow from Operating Activities
                   
Net loss for the period
$
(32,896)
$
(15,215)
$
(37,962)
$
(55,294)
$
(126,152)
Amortization of equipment
 
132
 
132
 
176
 
88
 
396
Shares issued for services
 
-
 
-
 
-
 
1,150
 
1,150
Changes in assets and liabilities
                   
Prepaid expenses and deposits
 
(5,000)
 
-
 
(5,000)
 
-
 
(10,000)
Accounts payable and accrued liabilities
 
6,237
 
(1,500)
 
3,000
 
6,000
 
15,237
Due to related parties
 
-
 
11,242
 
29,118
 
44,892
 
74,010
 
                   
Cash Used in Operating Activities
 
(31,527)
 
(5,341)
 
(10,668)
 
(3,164)
 
(45,359)
   
 
               
Cash Flow from Investing Activity
   
 
             
Purchase of equipment
 
-
 
-
 
-
 
(528)
 
(528)
                     
Cash Flow from Financing Activities
                   
Net proceeds from issuance of common stock
 
-
 
5,700
 
5,700
 
8,000
 
13,700
Proceeds from share subscriptions
 
-
 
42,700
 
43,350
 
-
 
43,350
                     
Cash Provided by Financing Activities
 
-
 
48,400
 
49,050
 
8,000
 
57,050
 
                   
Increase (Decrease) in Cash
 
(31,527)
 
43,059
 
38,382
 
4,308
 
11,163
Cash, Beginning of Period
 
42,690
 
4,308
 
4,308
 
-
 
-
                     
Cash, End of Period
$
11,163
$
47,367
$
42,690
$
4,308
$
11,163
                     
Supplemental information
                   
Shares issued for services
$
-
$
-
$
-
$
1,150
$
1,150
Shares issued from proceeds of share subscriptions
$
43,350
$
-
$
-
$
-
$
43,350
 
See accompanying notes to financial statements.
 
F-4
 
  CELLDONATE INC.
(A Development Stage Company)
Statements of Stockholders' Deficiency
(Expressed in US dollars)
 
 
   
Shares of Common
Stock Issued
 
Common Stock
 
Share Subscriptions
 
Additional
Paid-in Capital
 
Deficit Accumulated During the Development Stage
 
Total
                         
Balance, August 15, 2006 (inception)
 
-
$
 -
$
 -
$
 -
$
 -
$
 -
Shares issued to founders for services
 
1,150,000
 
1,150
 
-
 
-
 
-
 
1,150
Shares issued for cash
 
160,000
 
160
 
 -
 
 7,840
     
8,000
Net loss for period
 
-
 
-
 
-
 
-
 
(55,294)
 
(55,294)
 
                       
Balance, March 31, 2007
 
1,310,000
 
1,310
 
-
 
7,840
 
(55,294)
 
(46,144)
Shares issued for cash
 
114,000
 
114
 
-
 
 5,586
 
-
 
5,700
Share subscriptions received
 
-
 
-
 
43,350
 
-
 
 -
 
 43,350
Net loss for year
 
-
 
-
 
-
 
-
 
(37,962)
 
(37,962)
                         
Balance, March 31, 2008
 
1,424,000
 
1,424
 
43,350
 
13,426
 
(93,256)
 
(35,056)
Shares issued
 
867,000
 
867
 
(43,350)
 
42,483
 
-
 
-
Net loss for period
 
-
 
-
 
-
 
-
 
(32,896)
 
(32,896)
                         
Balance, December 31, 2008
(unaudited)
 
2,291,000
$
2,291
$
-
$
55,909
$
(126,152)
$
(67,952)
 
See accompanying notes to financial statements.
 
F-5

1.         Nature of Operations and Going-Concern
 
CELLDONATE INC. (the “Company”) was incorporated under Chapter 78 of the Nevada Revised Statutes of the State of Nevada on August 15, 2006, and has its head office in Vancouver, BC, Canada.  The Company is a development stage company as defined by Statement of Financial Accounting Standard (“SFAS”) No. 7, “Accounting and Reporting by Development Stage Enterprise”. The Company is in the business of developing and commercializing entertainment-based mobile solutions for charity fundraising businesses.  The Company has only recently begun operations and will be required to raise additional financing to complete the development of its anticipated products and to market them to customers.  The Company has not generated any sales revenue since inception.
 
The Company’s financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and discharge of liabilities in the normal course of business. Several adverse conditions cast substantial doubt on the validity of this assumption.  The Company has incurred losses since inception and has an accumulated deficit of $126,152 as of December 31, 2008, limited resources and no source of operating cash flows.
 
The Company’s continuance as a going-concern is dependent on the success of the efforts of its directors and principal stockholders in providing financial support in the short term; raising additional equity or debt financing either from its own resources or from third parties; and achieving profitable operations.  In the event that such resources are not secured, the assets may not be realized or liabilities discharged at their carrying amounts, and the difference from the carrying amounts reported in these financial statements could be material.
 
The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of the assets or the amounts and classifications of the liabilities that may result from the inability of the Company to continue as a going-concern.
 
2.
Significant Accounting Policies
 
      (a)   Basis of presentation
 
These financial statements are prepared in accordance with accounting principles generally accepted in the United States (US GAAP). The Company’s functional and reporting currency is the US dollar.
 
      (b)    Use of estimates
 
The preparation of financial statements in conformity with US GAAP 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 revenues and expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates, including, but not limited to, those related to accounts payable and accrued liabilities, the fair value of warrants attached to common shares issued and the recoverability of income tax assets.  While management believes the estimates used are reasonable, actual results could differ from those estimates and could impact future results of operations and cash flows.
 
(c)  Basic and diluted loss per share
 
Basic loss per common share is computed using the weighted average number of common shares outstanding.  Diluted earnings per share (“EPS”) includes additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options and warrants.   However, the calculation of diluted loss per share excludes the effects of various conversions and exercise of options and warrants that would be anti-dilutive.
 
F-6
 
2.         Significant Accounting Policies (continued)
 
(d)   Foreign currency translation
 
Transactions in currencies other than the US dollar are translated into US dollars at the exchange rate in effect at the balance sheet date for monetary assets and liabilities, and at historical exchange rates for non-monetary assets and liabilities.  Expenses are translated at the average rates for the period, except amortization, which is translated on the same basis as the related assets.  Resulting translation gains or losses are reflected in net loss.
 
(e)   Research and development
 
Research and development expenditures are charged to operations as incurred.
 
       (f)    Equipment
 
Equipment is stated at cost.  Amortization is provided on a straight-line basis over their estimated useful lives of 3 years.
 
The Company periodically evaluates the recoverability of its in-use equipment based on expected undiscounted future cash flows and recognizes impairments, if any, when the undiscounted future cash flows are expected to be less than the carrying value of the asset as a current charge to operations.
 
      (g)   Financial instruments
 
(i)  
Fair value
 
Carrying values of cash, accounts payable, accrued liabilities and due to related parties approximate fair values due to the short-term maturity of these financial instruments.
 
(ii)  
Credit risk
 
The Company’s financial asset that is exposed to credit risk is cash, which is placed with a major financial institution.
 
(iii)  
Interest rate risk
 
The Company is not exposed to significant interest rate risk due to the short-term maturity of its monetary current assets and liabilities.
 
(iv)  
Translation risk
 
This risk is considered minimal as the Company does not incur any significant transactions in currencies other than US dollars.
 
F-7
 
2.         Significant Accounting Policies (continued)
 
      (h)   Income taxes
 
The Company uses the asset and liability approach in its method of accounting for income taxes that requires the recognition of deferred tax liabilities and assets for expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities.  The Company recognizes the effect of uncertain tax positions where it is more likely than not based on technical merits that the position could be sustained where the tax benefit has a greater than 50% likelihood of being realized upon settlement.    A valuation allowance against deferred tax assets is recorded if based upon available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.
 
(i)    Recent accounting pronouncement
 
In December 2007, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard (“SFAS”) No. 141 (Revised 2007), “Business Combinations” (“SFAS 141(R)”), which requires the Company to record fair value estimates of contingent consideration and certain other potential liabilities during the original purchase price allocation, expense acquisition costs as incurred and does not permit certain restructuring activities previously allowed under Emerging Issues Task Force Issue No. 95-3 to be recorded as a component of purchase accounting. SFAS 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008, except for the presentation and disclosure requirements, which shall be applied retrospectively for all periods presented. The Company will adopt this standard at the beginning of the Company’s fiscal year commencing April 1, 2009 for all prospective business acquisitions. The adoption of SFAS 141(R) is not expected have a material effect on the Company’s financial statements.
 
3.          Equipment
 
Computers
   
Cost
Accumulated Amortization Value
 
Net Book Value
At December 31, 2008 (unaudited)
$
528
$
396
$
132
At March 31, 2008
$
528
$
264
$
264
At March 31, 2007
$
528
$
88
$
440
 
4.  
Accrued Liabilities
 
As at December 31, 2008, accrued liabilities consist of accrued professional fee of $13,500 (March 31, 2008 - $9,000, March 31, 2007 - $4,500) and consulting and development fees of nil (March 31, 2008 - nil, March 31, 2007 - $1,500).
 
5.     Capital Stock
 
      (a)   The issued common stock of the Company is as follows:
 
·  
During the period ended March 31, 2007, 1,150,000 common shares with a par value of $0.001 were issued for a total value of $1,150 for services rendered by founders of the Company and 160,000 common shares with a par value of $0.001 were issued for cash at $0.05 per share for a total value of $8,000.
 
·  
During the year ended March 31, 2008, 114,000 common shares with par value of $0.001 were issued pursuant to private placements at $0.05 per share for gross proceeds of $5,700.
 
·  
During the period ended December 31, 2008, 867,000 units, each unit consisting of one share of common stock and one-half of one warrant to purchase one share of common stock at an exercise price of $0.15 per share on or before September 28, 2009 were issued at a price of $0.05 per unit for gross proceeds of $43,350.  The Company had received these share subscriptions before March 31, 2008.
 
      (b)    As at December 31, 2008, 433,500 warrants to purchase common shares at $0.15 per share were outstanding.  These warrants expire on September 28, 2009.
 
F-8
 
6.          Related Party Transactions
 
      (a)    Due to related parties as at December 31, 2008 includes the following:
 
(i)  
$63,171 (March 31, 2008 - $63,171, March 31, 2007 - $42,376) due to a company controlled by a director of the Company.
 
(ii)  
$7,851 (March 31, 2008 - $7,851, March 31, 2007 - $0) due to a company controlled by a shareholder of the Company for payment of legal services made on behalf of the Company
 
(iii)  
$2,989 (March 31, 2008 - $2,989, March 31, 2007 - $2,516) due to directors of the Company for advances made to the Company.
 
      (b)    The Company has an agreement with a company controlled by a director of the Company for the facilitation of its business and technology development effective August 15, 2006.  The agreement requires the Company to pay a monthly fee of $1,500 and to reimburse the  related party for expenses incurred on its behalf.  In addition, the Company is required to issue convertible notes at the conclusion of the service amounting to 10% of the value of expenses incurred on behalf of the Company at a conversion rate of $0.001.  The Company incurred charges of $22,560 (period ended March 31, 2007 - $41,168) for the year ended March 31, 2008 pursuant to this agreement, which has been expensed as consulting and development fees.
 
Related party transactions are recorded at the exchange amount, representing the amount agreed upon by the parties, are non-interest bearing and have no specific terms of repayment.
 
7.          Income Taxes
 
SFAS No. 109, “Accounting for Income Taxes” (“SFAS 109”), requires that deferred income taxes reflect the tax consequences on future years of differences between the tax basis of assets and liabilities and their financial reporting amounts.
 
The provision for income taxes differs from the result that would be obtained by applying the statutory tax rate of 34% (2007 - 34%) to income before income taxes. The difference results from the following items:

   
March 31, 2008
   
March 31, 2007
 
             
Computed expected benefit of income taxes
  $ (12,907 )   $ (18,800 )
Increase in valuation allowance
    12,907       18,800  
                 
Income tax provision
  $ -     $ -  
 
F-9
 
7.          Income Taxes (continued)
 
Pursuant to SFAS 109, the potential benefit of net operating loss carry forwards has not been recognized in these financial statements since the Company cannot be assured that it is more likely than not that such benefit will be utilized in future years. The components of the net deferred income tax asset, the statutory tax rate, the effective tax rate and the amount of the valuation allowance are as follows:

 
March 31, 2008
March 31, 2007
         
Net operating loss carried forward
$
93,256
$
55,294
Tax rate
 
34%
 
34%
Deferred income tax assets
$
31,707
$
18,800
Valuation allowance
 
(31,707)
 
(18,800)
         
Net deferred income tax assets
$
-
$
-
 
A valuation allowance has been established and, accordingly, no benefit has been recognized for the Company's deferred income tax assets. The Company believes that, based on a number of factors, the available objective evidence creates sufficient uncertainty regarding the realizability of the deferred income tax assets such that a full valuation allowance has been recorded. These factors include the Company's current history of net losses and the expected near-term future losses. The Company will continue to assess the realizability of the future income tax assets based on actual and forecasted operating results. The operating losses amounting to $93,256 will expire between 2027 and 2028 if they are not utilized. The following table lists the fiscal year in which the loss was incurred and the expiration date of the operating loss carry-forwards:

Fiscal Year
 
Amount
 
Expiry Date
       
 
2007
  $
55,294
 
2027
2008
    37,962  
2028
           
    $ 93,256    

For the year ended March 31, 2008 and for the period from August 15, 2006 (inception) to March 31, 2007, the Company did not have any unrecognized tax benefits and thus, no interest and penalties relating to unrecognized tax benefits were recognized.  The Company records interest and penalties on unrecognized tax benefits, if any, as a component of income tax expense. In addition, the Company does not expect that the amount of unrecognized tax benefits will change substantially within the next 12 months.

The Company’s U.S federal income tax returns are open to examination by the Internal Revenue Service for the 2007 and 2008 tax years.
 
8.         Segmented Information
 
The Company operates primarily in one business segment being development of mobile technology with substantially all its assets and operations located in Canada.
 
F-10
 
Management's Discussion and Analysis of Financial Position and Results of Operations

The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this Prospectus. The discussion of results, causes and trends should not be construed to imply any conclusion that these results or trends will necessarily continue into the future.

Forward Looking Statements

This Prospectus contains certain forward-looking statements. All statements other than statements of historical fact are “forward-looking statements” for the purposes of this Prospectus, including any projections of earnings, revenues, or other financial items; any statements of the plans, strategies, and objectives of management for future operation; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; statements of belief; and any statements of assumptions underlying any of the foregoing. Such forward-looking statements are subject to inherent risks and uncertainties and actual results could differ materially from those anticipated by the forward-looking statements.

Results of Operations

Revenues

We have limited operational history. From our inception on August 15, 2006 to December 31, 2008 we did not generate any revenues. As of December 31, 2008 we had total assets of $21,295 and total liabilities of $89,247. As of December 31, 2008 we had an accumulated deficit of $126,152. We anticipate that we will incur substantial losses for the foreseeable future and our ability to generate any revenues in the next 12 months continues to be uncertain.

Expenses

From our inception on August 15, 2006 to December 31, 2008 we incurred total expenses of $126,152, including $63,728 in consulting and development fees, $54,370 in accounting and legal costs, $5,446 in office expenses, $1,950 in licensing and fee costs, $396 in amortization costs and $262 in bank charges. For the nine months ended December 31, 2008 we incurred total expenses of $32,896, compared to total expenses of $15,215 for the corresponding period in 2007 and total expenses of $37,962 for the fiscal year ended March 31, 2008. For the period from our inception on August 15, 2006 to March 31, 2007 we incurred total expenses of $55,294.
 
25
 
Net Loss

From our inception on August 15, 2006 to December 31, 2008 we incurred a net loss of $126,152. For the nine months ended December 31, 2008 we incurred a net loss of $32,896, compared to a net loss of $15,215 for the corresponding period in 2007 and a net loss of $37,962 for the fiscal year ended March 31, 2008. For the period from our inception on August 15, 2006 to March 31, 2007 we incurred a net loss of $55,294.
 
Liquidity and Capital Resources

As of December 31, 2008 we had $11,163 in cash in our bank accounts, and a working capital deficiency of $68,084. As of December 31, 2008 we had an accumulated deficit of $126,152. We are solely dependent on funds raised through equity financing. Our cumulative net loss of $126,152 from our inception on August 15, 2006 to December 31, 2008 was funded by equity financing and amounts owed to related parties. Since our inception on August 15, 2006, we have raised gross proceeds of $57,050 in cash from the sale of our stock as described in the following table:

Date of
Subscription
Type of
Security Issued
Number of
Securities Issued
Price per Security
($)
Total Funds Received
($)
August 15, 2006
Common Stock
1,150,000
0.001 (1)
n/a
November 3, 2006
Common Stock
160,000
0.05
8,000
September 24, 2007
Common Stock
114,000
0.05
5,700
December 18, 2008
Units (2)
867,000
0.05
43,350
Total
 
2,291,000
 
57,050

(1)
These shares were issued at a price of $0.001 per share in exchange for services valued at $1,150.

(2)
Each unit is comprised of one share of our common stock and one-half of one warrant to purchase one share of our common stock at an exercise price of $0.15 per share on or before September 28, 2009.

For the nine months ended December 31, 2008 we spent $31,527 on operating activities. We did not engage in any investing activities during the nine months ended December 31, 2008. For the nine months ended December 31, 2008 we did not receive any net cash from financing activities. The decrease in cash for the nine months ended December 31, 2008 of $31,527 was primarily due to an increase in our operating activities.

For the nine months ended December 31, 2007 we spent $5,341 on operating activities. We did not engage in any investing activities during the nine months ended December 31, 2007. For the nine months ended December 31, 2007 we received net cash of $48,400 from financing activities, including $42,700 from subscription funds received in advance of the sale of our common stock and $5,700 from the sale of our common stock. The increase in cash for the nine months ended December 31, 2007 of $43,059 was primarily due to an increase in proceeds from share subscriptions.
 
For the fiscal year ended March 31, 2008 we spent $10,668 on operating activities. We did not engage in any investing activities during the fiscal year ended March 31, 2008. For the fiscal year ended March 31, 2008 we received net cash of $49,050 from financing activities, including $43,350 from subscription funds received in advance of the sale of our common stock and $5,700 from the sale of our common stock. The increase in cash for the fiscal year ended March 31, 2008 of $38,382 was primarily due to an increase in proceeds from share subscriptions.

For the next 12 months (beginning May 2009) we intend to:

·  
enter into strategic partnerships with various retailers, service providers and charitable and non-profit organizations regarding the sale, distribution and redemption of our charity donations game cards and reward points;

·  
complete the testing of the Celldonate mobile games suite on new mobile devices as required;

·  
retain two business development consultants on a part-time basis to provide us with technical services regarding our operations and planned activities;

·  
complete private and/or public financing to cover the costs of marketing the initial version of the Celldonate mobile games suite as well as any other proprietary mobile applications we may create.
 
26
 
Currently, we only own the copyright in the Celldonate mobile games suite, in a number of proprietary mobile applications associated with the suite and in a variety of Internet domain names. We expect to require approximately $570,000 to continue our planned operations over the next 12 months.

Our planned expenditures for the next 12 months (beginning May 2009) are summarized as follows:

Description
Potential Completion Date
Estimated Expenses
 ($)
Enter into strategic partnerships with retailers, service providers and charitable and non-profit organizations
12 months
115,000
Complete the testing of our applications as required
12 months
15,000
Retain two business development consultants on a part-time basis
12 months
60,000
Professional fees (legal, accounting and auditing fees)
12 months
80,000
Business and technology development expenses
12 months
180,000
Marketing expenses
12 months
100,000
Other general and administrative expenses
12 months
20,000
Total
 
570,000
 
27
 
Our general and administrative expenses for the year will consist primarily of transfer agent fees, investor relations expenses and general office expenses. The professional fees are related to our regulatory filings throughout the year.

Based on our planned expenditures, we will require additional funds of approximately $549,000 (a total of $570,000 less our cash of approximately $21,000 as of April 22, 2009 ) to proceed with our business plan over the next 12 months. If we secure less than the full amount of financing that we require, we will not be able to carry out our complete business plan and we will be forced to proceed with a scaled back business plan based on our available financial resources.

We anticipate that we will incur substantial losses for the foreseeable future. Although we own the copyright in the Celldonate mobile games suite, in a number of proprietary mobile applications associated with the suite and in a variety of Internet domain names, we cannot assure you that we will receive any revenues from these interests. Due to our limited financial resources, there is no guarantee that we will be able to form the strategic partnerships necessary to properly market our charity donation game cards or to continue to develop mobile applications for the philanthropy and non-profit industry.

Even though we plan to raise capital through equity or debt financing, we believe that the latter may not be a viable alternative for funding our operations as we do not have sufficient assets to secure any such financing. We anticipate that any additional funding will be in the form of equity financing from the sale of our common stock. However, we do not have any financing arranged and we cannot provide any assurance that we will be able to raise sufficient funds from the sale of our common stock to fund our operations or planned activities. In the absence of such financing, we may not be able to enter into any partnerships or properly develop and market our mobile applications. Even if we are successful in obtaining equity financing to fund our operations and planned activities for the next 12 months, there is no guarantee that we will obtain the funding necessary to expand our business in the future. If we do not continue to obtain additional financing, we may be forced to abandon our business plan or our proprietary technology.

Modifications to our plans will be based on many factors, including the results of our negotiations with potential strategic partners, the assessment of data, business and technology development costs and the amount of capital required to properly market our mobile applications. Further, the extent to which we carry out our planned activities is dependent upon the amount of financing available to us.

We may consider entering into joint ventures or other strategic arrangements to provide the required funding to pursue our business plan. If we enter into a joint venture arrangement, we would likely have to assign a percentage of our copyright in our mobile applications to our joint venture partner(s). The assignment of this interest would be conditional upon the contribution of capital by the joint venture partner(s) to enable us to proceed with our planned operations and activities. However, we cannot assure you that any third party would enter into a joint venture agreement with us in order to fund the development and implementation of any potential project.

28
 
Going Concern

We have not generated any revenues and are dependent upon obtaining outside financing to carry out our operations and pursue any marketing activities. If we are unable to raise equity or secure alternative financing, we may not be able to continue our operations and our business plan may fail. You may lose your entire investment.

If our operations and cash flow improve, our management believes that we can continue to operate. However, no assurance can be given that our management's actions will result in profitable operations or an improvement in our liquidity situation. The threat of our ability to continue as a going concern will cease to exist only when our revenues have reached a level able to sustain our business operations.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Critical Accounting Policies

Our financial statements are affected by the accounting policies used and the estimates and assumptions made by our management during their preparation. A complete summary of these policies is included in Note 2 of the notes to our financial statements. We have identified below the accounting policies that are of particular importance in the presentation of our financial position, results of operations and cash flows, and which require the application of significant judgment by our management.

Foreign Currency Translation

Our financial statements are presented in United States dollars. In accordance with Statement of Financial Accounting Standard No. 52, “ Foreign Currency Translation ”, transactions in currencies other than the U.S. dollar are translated into U.S. dollars at the exchange rate in effect at the balance sheet date for monetary assets and liabilities, and at historical exchange rates for n on-monetary assets and liabilities. Expenses are translated at the average rates for the period, except amortization and depreciation, which are translated on the same basis as the related assets. Resulting translation gains or losses are reflected in net loss.
 
Research and Development

Research and development expenditures are charged to operations as incurred.
 
Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

Since our inception, we have had no changes in or disagreements with our accountants.
 

 
29
 
Directors and Executive Officers

Our Bylaws state that the authorized number of directors shall be not less than one, nor more than fifteen, and shall be set by resolution of our Board of Directors. Our Board of Directors has fixed the number of directors at three.

Our directors and officers are as follows:

Name
Age
Position
David Strebinger
35
President, Chief Executive Officer, Secretary, Director
Michael Palethorpe
38
Chief Financial Officer, Principal Accounting Officer, Treasurer, Director
Ray Bell
59
Director

Our current directors will serve as such until our next annual shareholder meeting or until their successors are elected who accept the position. Officers hold their positions at the pleasure of our Board of Directors. There are no arrangements, agreements or understandings between non-management security holders and our management under which non-management security holders may directly or indirectly participate in or influence the management of our affairs.

David Strebinger, President, Chief Executive Officer, Secretary, Director

David Strebinger has been our President, Chief Executive Officer and director since our inception on August 15, 2006, and was appointed as our Secretary on August 27, 2007. He holds a Bachelor of Arts degree from the University of British Columbia, Canada.

Since January 2006, Mr. Strebinger has served as the President and Chief Executive Officer of Caring Capital Corporation, a privately-held venture capital firm focused on developing and funding companies in the technology industry that exert a positive impact on society. From February 2001 to January 2006, Mr. Strebinger acted as the President of Jupiter Capital Ventures Inc., a merchant banking and venture capital firm. In this capacity, his roles included financial analysis, project development, investment banking, budget development, accounting and contract negotiation.

Mr. Strebinger is currently the President, Chief Executive Officer and a director of United Media Partners Inc. and United Media Partners Canada Inc., both of which are private companies engaged in the business of developing and marketing a variety of online social media platforms. He is not currently a director of any other public company or any company registered as an investment company.

Michael Palethorpe, Chief Financial Officer, Principal Accounting Officer, Treasurer, Director

Michael Palethorpe has been our Chief Financial Officer, Principal Accounting Officer and Treasurer since our inception on August 15, 2006. Mr. Palethorpe served as our director from our inception on August 15, 2006 to August 27, 2007, and was reappointed as our director on January 5, 2009.

From January 2005 to August 2006, Mr. Palethorpe worked in a self-employed capacity providing services to non-profit and philanthropic organizations on a number of projects. From January 2003 to January 2005 Mr. Palethorpe served as the Western Canada Regional Manager for Landmark Education Inc. (“Landmark”), a global education enterprise with headquarters in San Francisco, California. From September 2001 to December 2002, Mr. Palethorpe acted as Landmark’s Western Canada Registration Manager, during which time he was responsible for managing 22 full-time employees and more than 150 part-time volunteers and overseeing the development and marketing of educational programs for Western Canada. From February 2000 to September 2001, he served as the President of North Shore Interactive Solutions Ltd., a company that operates a one of the world’s largest mountain biking websites.

Mr. Palethorpe is not currently a director of any other public company or any company registered as an investment company.
 
30

 
Ray Bell, Director

Ray Bell served as our director from our inception on August 15, 2006 to August 27, 2007, and was reappointed as our director on January 5, 2009. He holds a Bachelor of Arts degree from Ohio State University

Since January 2004, Mr. Bell has been involved in the real estate industry,as a property developer in the mountains of northeast Georgia, USA. For the past 35 years, he has also served as a Senior Captain/Instructor with Delta Airlines, Inc. At one time, Mr. Bell was also employed for seven years as the National Sales Director of Smith Barney and Primerica Financial Services. In that role, he personally recruited over 1200 people across the United States and Canada on the company’s behalf and acquired extensive business knowledge and experience.

Mr. Bell is not currently a director of any other public company or any company registered as an investment company.

Conflicts of Interest

David Strebinger, our President, Chief Executive Officer, Secretary and director, also currently serves as a director and officer United Media Partners Inc. and United Media Partners Canada Inc., both of which are private companies engaged in the business of developing and marketing a variety of online social media platforms.

Additionally, any of our future officers or directors may become affiliated with entities engaged in activities that are similar to ours. Such officers and directors may have pre-existing fiduciary duties and may not agree to present business opportunities to us unless other entities have first declined to accept them. Accordingly, they may have a conflict of interest in determining to which entity a particular business opportunity should be presented.

We do not currently have a policy to address any such conflicts of interest, and we cannot assure you that any conflicts that arise will be resolved in our favor.

Significant Employees

Other than as described above, we do not expect any other individuals to make a significant contribution to our business.

Legal Proceedings

None of our directors, executive officers, promoters or control persons has been involved in any of the following events during the past five years:

·  
any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

·  
any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

·  
being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

·  
being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
 
31

 
Audit Committee

The functions of the audit committee are currently carried out by our Board of Directors, who has determined that we do not have an audit committee financial expert on our Board of Directors to carry out the duties of the audit committee. The Board of Directors has determined that the cost of hiring a financial expert to act as a director and to be a member of the audit committee or otherwise perform audit committee functions outweighs the benefits of having a financial expert on our Board of Directors.

Executive Compensation

The following summary compensation table sets forth the total annual compensation paid or accrued by us to or for the account of our principal executive officer during the last completed fiscal year and each other executive officer or other individual whose total compensation exceeded $100,000 in the last fiscal year:

Summary Compensation Table (1)
Name and Principal Position
Year
(2)
Stock Awards
($)
All Other Compensation
($)
Total
($)
David Strebinger (3)
2008
0
0
0
2007
0
18,000 (4)
18,000
2006
1,000 (3)
10,500 (4)
11,500

(1)
We have omitted certain columns in the summary compensation table pursuant to Item 402(m)(4) of Regulation S-K as no compensation was awarded to, earned by, or paid to any of the executive officers required to be reported in that table or column in any fiscal year covered by that table.

(2)
We were incorporated on August 15, 2006 and our fiscal year end is March 31.

(3)
David Strebinger has been our President, Chief Executive Officer and director since our inception on August 15, 2006, and was appointed as our Secretary on August 27, 2007.

(4)
Includes $500 paid directly to Mr. Strebinger and $500 paid to Caring Capital Corporation, a company controlled by Mr. Strebinger.

(5)
Includes payments of $1,500 per month to Caring Capital Corporation, a company controlled by Mr. Strebinger, from our inception on August 15, 2006 to March 31, 2008.

Option Grants

We did not grant any options or stock appreciation rights to our named executive officers or directors from our inception on August 15, 2006 to May 4, 2009. As of May 4, 2009 we did not have any stock option plans.

32
 
Management Agreements

We have not yet entered into any consulting or management agreements with David Strebinger, our President, Chief Executive Officer, Secretary and director, or Michael Palethorpe, our Chief Financial Officer, Principal Accounting Officer, Treasurer and director.

Compensation of Directors

Our directors did not receive any compensation for their services as directors from our inception on August 15, 2006 to May 4, 2009. We have no formal plan for compensating our directors for their services in the future in their capacity as directors, although such directors are expected in the future to receive options to purchase shares of our common stock as awarded by our Board of Directors or any compensation committee that may be established.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits to our directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the Board of Directors or a committee thereof.

Compensation Committee
 
We currently do not have a compensation committee of the Board of Directors or a committee performing similar functions. The Board of Directors as a whole participates in the consideration of executive officer and director compensation.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth the ownership, as of May 4, 2009, of our common stock by each of our directors, by all of our executive officers and directors as a group and by each person known to us who is the beneficial owner of more than 5% of any class of our securities. As of May 4, 2009 there were 2,291,000 shares of our common stock issued and outstanding and outstanding warrants to purchase 433,500 shares of our common stock. All persons named have sole or shared voting and investment control with respect to the securities, except as otherwise noted. The number of securities described below includes shares which the beneficial owner described has the right to acquire within 60 days of the date of this Prospectus.
 
 
33

Title of Class
Name and Address of Beneficial Owner
Amount and  Nature of 
Beneficial  Ownership
Percent of Class
(%)
Common  Stock
David Strebinger (1)
RR #1 Channelview Drive
Bowen Island, British Columbia
Canada V0N 1G0
1,000,000 (2)
36.7
Common Stock
Michael Palethorpe (3)
1243 Homer Street
Vancouver, British Columbia
Canada V6B 2Y9
50,000
1.8
 
All Officers and Directors as a Group 
1,353,000
38.5
Common  Stock
Chelsea Greene
RR #1 Channelview Drive
Bowen Island, British Columbia
Canada V7L 4X7
303,000 (4)
11.1
Common  Stock
John Greene
RR #1 C22
Bowen Island, British Columbia
Canada V0N 1G0
300,000 (5)
11
Common  Stock
Bernadette Greene
RR #1 C22
Bowen Island, British Columbia
Canada V0N 1G0
300,000 (6)
11
Common  Stock
Nancy Wang
6127 Malvern Avenue
Burnaby, British Columbia
Canada V5E 3E7
150,000 (7)
5.5

(1)
David Strebinger is our President, Chief Executive Officer, Secretary and director.

(2)
Includes 500,000 shares held by Caring Capital Corporation, a company controlled by David Strebinger, and 500,000 shares held by Mr. Strebinger directly. David Strebinger is also deemed to have shared voting and investment power over the 202,000 shares and warrants to purchase 101,000 shares at an exercise price of $0.15 per share on or before September 28, 2009 held by Chelsea Greene, the spouse of Mr. Strebinger.

(3)
Michael Palethorpe is our Chief Financial Officer, Principal Accounting Officer, Treasurer and director.

(4)
Includes 202,000 shares and warrants to purchase 101,000 shares at an exercise price of $0.15 per share on or before September 28, 2009. Chelsea Greene is also deemed to have shared voting and investment power over the 500,000 shares held by David Strebinger, the spouse of Ms. Greene, and the 500,000 shares held by Caring Capital Corporation, a company controlled by Mr. Strebinger.

(5)
Includes 200,000 shares and warrants to purchase 100,000 shares at an exercise price of $0.15 per share on or before September 28, 2009. John Greene is also deemed to have shared voting and investment power over the 200,000 shares and warrants to purchase 100,000 shares at an exercise price of $0.15 per share on or before September 28, 2009 held by Bernadette Greene, the spouse of Mr. Greene.

(6)
Includes 200,000 shares and warrants to purchase 100,000 shares at an exercise price of $0.15 per share on or before September 28, 2009. Bernadette Greene is also deemed to have shared voting and investment power over the 200,000 shares and warrants to purchase 100,000 shares at an exercise price of $0.15 per share on or before September 28, 2009 held by John Greene, the spouse of Ms. Greene.

(7)
Includes 100,000 shares and warrants to purchase 50,000 shares at an exercise price of $0.15 per share on or before September 28, 2009.
 
Changes in Control

As of May 4, 2009 we had no pension plans or compensatory plans or other arrangements which provide compensation in the event of termination of employment or a change in our control.
 
 
34

Certain Relationships and Related Transactions

On August 15, 2006 we entered into an agreement with Caring Capital Corporation “Caring Capital”), a company controlled by David Strebinger, our President, Chief Executive Officer, Secretary and director, to facilitate our business and technology development. This agreement requires us to pay Caring Capital a monthly fee of $1,500 and to reimburse it for expenses incurred on our behalf. Under the agreement, Caring Capital may postpone the payment of any invoices it renders to us, and at the conclusion of the facilitation we will also be required to issue notes convertible into shares of our common stock to Caring Capital in the amount of 10% of the value of such invoices at a conversion rate of $0.001 per share.

On August 16, 2006 we issued 500,000 shares of our common stock to David Strebinger, our President, Chief Executive Officer, Secretary and director, and 500,000 shares of our common stock to Caring Capital, a company controlled by Mr. Strebinger, at a price of $0.001 per share in exchange for services valued at $1,000.

On August 16, 2006 we issued 50,000 shares of our common stock to Michael Palethorpe, our Chief Financial Officer, Principal Accounting Officer, Treasurer and director, at a price of $0.001 per share in exchange for services valued at $50.

On December 18, 2008 we issued 202,000 units to Chelsea Greene, the spouse of Mr. Strebinger, at a price of $0.05 per unit in exchange for cash proceeds of $10,100. Each unit is comprised of one share of our common stock and one-half of one warrant to purchase one share of our common stock at an exercise price of $0.15 per share on or before September 28, 2009

On May 8, 2009 we entered into an amendment agreement with Caring Capital to amend the terms of our agreement with Caring Capital dated August 15, 2006. Pursuant to the amendment agreement, we altered the payment terms of the original agreement to eliminate our obligation to issue convertible notes to Caring Capital at the conclusion of the facilitation.

As at December 31, 2008 we were indebted $63,171 to Caring Capital, a company controlled by David Strebinger, our President, Chief Executive Officer, Secretary and director, for expenditures paid on our behalf. This amount is non-interest bearing and has no specific terms of repayment.

As at December 31, 2008 we were indebted $7,851 to a company controlled by Chelsea Greene, the spouse of David Strebinger, our President, Chief Executive Officer, Secretary and director, for expenditures paid on our behalf. This amount is non-interest bearing and has no specific terms of repayment.

As at December 31, 2008 we were indebted $2,989 to our directors for advances made to us. This amount is non-interest bearing and has no specific terms of repayment.

Other than as described above, we have not entered into any transactions with our officers, directors, persons nominated for these positions, beneficial owners of 5% or more of our common stock, or family members of those persons wherein the amount involved in the transaction or a series of similar transactions exceeded the lesser of $120,000 or 1% of the average of our total assets for the last two fiscal years.

Director Independence
 
We intend to apply to have our common stock quoted on the OTC Bulletin Board, which does not have any director independence requirements.

Only one of our current directors, Ray Bell, meets any of the definitions for independent directors. Once we engage additional director and officers we plan to develop a comprehensive definition of independence and scrutinize our Board of Directors with regard to this definition.
 
35

 
Disclosure of Commission Position on Indemnification of Securities Act Liabilities

Under our Bylaws, we may indemnify any officer, director, employee or person serving us at our request and who, because of such person’s position, is made a party to any threatened, pending or completed civil or criminal proceeding or investigation, provided that such person acted in good faith and in a manner which he reasonably believed to be in our best interest or if such person had no reason to believe that his conduct was unlawful. To the extent that the officer, director, employee or other person is successful on the merits in a proceeding as to which such person is to be indemnified, we must indemnify such person against all expenses incurred, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with the action, suit or proceeding if such person acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

Indemnification may not be made for any claim, issue or matter as to which such person has been adjudged by a court of competent jurisdiction, after exhausting all appeals therefrom, to be liable to us or for any amount paid in settlement by us, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors or officers under Nevada law, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
 
Other Expenses of Issuance and Distribution

Our estimated expenses in connection with the issuance and distribution of the securities being registered in this Prospectus are as follows:

Commission filing fee
  $ 3  
Legal fees and expenses
    25,000  
Accounting fees and expenses
    15,000  
Printing and marketing expenses
    100  
Miscellaneous
    97  
Total
  $ 40,200  

Indemnification of Directors and Officers

The only statutes, charter provisions, bylaws, contracts, or other arrangements under which any director, officer or control person is insured or indemnified in any manner against any liability which he may incur in his capacity as such, are as follows:

·  
Chapter 78 of the Nevada Revised Statutes (“NRS”); and

·  
Article VI of our Bylaws, filed as Exhibit 3.2 to this Prospectus.
 
36
 
Nevada Revised Statutes

Section 78.138 of the NRS provides for immunity of directors from monetary liability, except in certain enumerated circumstances, as follows:

7.
Except as otherwise provided in NRS 35.230, 90.660, 91.250, 452.200, 452.270, 668.045 and 694A.030, or unless the Articles of Incorporation or an amendment thereto, in each case filed on or after October 1, 2003, provide for greater individual liability, a director or officer is not individually liable to the corporation or its stockholders or creditors for any damages as a result of any act or failure to act in his capacity as a director or officer unless it is proven that:

 
(a)
his act or failure to act constituted a breach of his fiduciary duties as a director or officer; and

 
(b)
his breach of those duties involved intentional misconduct, fraud or a knowing violation of law.

Section 78.7502 of the NRS provides as follows:

1.
A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he:

 
(a)
is not liable pursuant to NRS 78.138; or

 
(b)
acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

2.
A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he:

 
(a)
is not liable pursuant to NRS 78.138; or

 
(b)
acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation.

3.
To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections 1 and 2, or in defense of any claim, issue or matter therein, the corporation shall indemnify him against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with the defense.

Our Bylaws

Our Bylaws provide that we will indemnify our directors and officers to the fullest extent not prohibited by Nevada law.

The general effect of the foregoing is that we may indemnify a director, officer or control person from liability, thereby making us responsible for any expenses or damages incurred by such director, officer or control person in any action brought against them based on their conduct in such capacity, provided they did not engage in fraud or criminal activity.

37
 
Recent Sales of Unregistered Securities

From our inception on August 15, 2006 to May 4, 2009 we completed the following sales of unregistered securities:

·  
On August 16, 2006 we issued 500,000 shares of our common stock to David Strebinger, our President, Chief Executive Officer, Secretary and director, and 500,000 shares of our common stock to Caring Capital Corporation, a company controlled by Mr. Strebinger, at a price of $0.001 per share in exchange for services valued at $1,000.

·  
On August 16, 2006 we issued 50,000 shares of our common stock to Michael Palethorpe, our Chief Financial Officer, Principal Accounting Officer, Treasurer and director, at a price of $0.001 per share in exchange for services valued at $50.

·  
On August 16, 2006 we issued 100,000 shares of our common stock to one non-U.S. investor at a price of $0.001 per share in exchange for services valued at $100.

·  
On November 3, 2006 we issued an aggregate of 160,000 shares of our common stock to four non-U.S. investors at a price of $0.05 per share in exchange for cash proceeds of $8,000.

·  
On September 24, 2007 we issued an aggregate of 114,000 shares of our common stock to eight non-U.S. investors at a price of $0.05 per share in exchange for cash proceeds of $5,700.

·  
On December 18, 2008 we issued an aggregate of 867,000 units to 24 non-U.S. investors at a price of $0.05 per unit in exchange for cash proceeds of $43,350. Each unit is comprised of one share of our common stock and one-half of one warrant to purchase one share of our common stock at an exercise price of $0.15 per share on or before September 28, 2009.

These securities were issued without a prospectus pursuant to Regulation S under the Securities Act. Our reliance upon Rule 903 of Regulation S was based on the fact that the sales of the securities were completed in an "offshore transaction", as defined in Rule 902(h) of Regulation S. We did not engage in any directed selling efforts, as defined in Regulation S, in the United States in connection with the sale of the securities. Each investor was not a U.S. person, as defined in Regulation S, and was not acquiring the securities for the account or benefit of a U.S. person.


 
38
 
Undertakings

The registrant hereby undertakes:

1.
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 
(i)
To include any prospectus required by section 10(a)(3) of the Securities Act; 

 
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

 
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

2.
That for the purpose of determining liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

3.
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; and

4.
That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the registrant undertakes that in a primary offering of securities of the registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
 
 
(i)
Any preliminary prospectus or prospectus of the registrant relating to the offering required to be filed pursuant to Rule 424;
 
 
 
(ii)
Any free writing prospectus relating to the offering prepared by or on behalf of the registrant or used or referred to by the registrant;

 
(iii)
The portion of any other free writing prospectus relating to the offering containing material information about the registrant or its securities provided by or on behalf of the registrant; and

 
(iv)
Any other communication that is an offer in the offering made by the registrant to the purchaser.
 
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
 
In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
 
Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
 
39
 
Signatures

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Vancouver, Province of British Columbia, Canada, on May 15, 2009.
 

 
CELLDONATE INC.
     
 
By:
/s/ David Strebinger
   
David Strebinger
   
President, Chief Executive Officer, Secretary, Director
 
In accordance with the requirements of the Securities Act, this Prospectus has been signed by the following persons in the capacities and on the dates stated.
 
SIGNATURES
 
TITLE
 
DATE
         
         
/s/ David Strebinger
 
President, Chief Executive Officer, Secretary, Director
 
May 15, 2009
David Strebinger
       
         
         
/s/ Michael Palethorpe
 
Chief Financial Officer, Principal Accounting Officer, Treasurer, Director
 
May 15, 2009
Michael Palethorpe
       
         
         
/s/ Ray Bell
 
Director
 
May 15, 2009
Ray Bell
       

40






BYLAWS OF
CELLDONATE INC.

A Nevada Corporation

ARTICLE I
Stockholders

Section 1. Annual Meeting. The annual meeting of the Stockholders shall be held at such date and time as may be designated by the Board of Directors for the purpose of electing Directors and conducting such other business as may properly be brought before the meeting. The annual meeting of the Stockholders may be waived by the written consent of the Stockholders owning a majority of the entire issued and outstanding capital stock of the Corporation and entitled to vote.

Section 2. Special Meetings. Special meetings of the Stockholders, for any purpose or purposes, unless otherwise prescribed by the Articles of Incorporation or any applicable law or regulation, may be called by the President or the Secretary by resolution of the Board of Directors or at the request in writing of Stockholders owning a majority of the entire issued and outstanding capital stock of the Corporation and entitled to vote. Such request shall state the purpose of the proposed meeting.

Section 3. Place of Meetings. The Board of Directors may designate any place, either within or without the State of Nevada, as the place of meeting for any annual meeting or special meeting. If no designation is made, the place of meeting shall be the registered office of the Corporation. Special meetings of the Stockholders may be held at such time and place within or without the State of Nevada as shall be stated in the notice of the meeting, or in duly executed waiver of notice thereof. Business transacted at any special meeting of Stockholders shall be limited to the purposes stated in the notice.

Section 4. Quorum; Adjourned Meetings. The holders of a majority of the issued and outstanding capital stock of the Corporation and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the Stockholders for the transaction of business except as otherwise provided by statute or by the Articles of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the Stockholders, the Stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting form time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

Section 5. Voting. Each Stockholder of record of the Corporation entitled to vote at any meeting of Stockholders shall be entitled to one (1) vote for each share of stock in his name on the books of the Corporation. Upon the demand of any Stockholder, the vote for Directors and the vote upon any question before the meeting shall be by ballot.

When a quorum is present or represented at any meeting, the affirmative vote of the holders of a majority of the stock having voting power present in person or represented by proxy and entitled to vote on the subject matter shall be sufficient to elect Directors or to decide any question brought before such meeting, unless the question is one upon which, by express provision of applicable law, the rules and regulations of any stock exchange applicable to the Corporation or of the Articles of Incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question.
 
 
 
 

Section 6. Proxies. At any meeting of the Stockholders any Stockholder may be represented and vote by a proxy or proxies appointed by an instrument in writing. In the event that any such instrument in writing shall designate two (2) or more persons to act as proxies, a majority of such persons present at the meeting, or, if only one (1) shall be present, then that one (1) shall have and may exercise all of the powers conferred by such written instrument upon all the persons so designated unless the instrument shall otherwise provide. No proxy or power of attorney to vote shall be used to vote at a meeting of the Stockholders unless it shall have been filed with the secretary of the meeting. All questions regarding the qualification of voters, the validity of proxies and the acceptance or rejection of voters shall be decided by the inspectors of election who shall be appointed by the Board of Directors, or if not so appointed, then by the presiding Officer of the meeting.

Section 7. Action Without Meeting. Any action, which may be taken by the vote of the Stockholders at a meeting, may be taken without a meeting if authorized by the written consent of Stockholders holding at least a majority of the voting power, unless the provisions of the statutes or of the Articles of Incorporation require a greater proportion of voting power to authorize such action in which case such greater proportion of written consents shall be required.

ARTICLE II
Directors

Section 1. General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, which may exercise all powers of the Corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the Stockholders.

Section 2. Number, Tenure and Qualifications. The number of Directors which constitute the entire Board of Directors of the Corporation shall be at least one (1). The Board of Directors may from time to time increase the number of Directors to no more than fifteen (15) or decrease the number of Directors to no less than one (1). The Directors shall be elected at the annual meeting of the Stockholders and, except as provided in Section 5 of this Article II, each Director elected shall hold office until his successor is elected and qualified. Directors of the Corporation need not be Stockholders.

S ection 3. Chairman of the Board. The Board of Directors may elect a Chairman of the Board who shall preside at meetings of the Stockholders and the Board of Directors, and shall see that all orders and resolutions of the Board of Directors are carried into effect.

Section 4. Vice Chairman of the Board. The Board of Directors may elect a Vice Chairman of the Board who shall, in the absence or disability of the Chairman of the Board, perform the duties and exercise the powers of the Chairman of the Board and shall perform such other duties as the Board of Directors may from time to time prescribe.

Section 5. Resignation. Any Director may resign at any time by providing written notice to the Chairman of the Board, the President or the Secretary of the Corporation. Such resignation shall take effect at the time therein specified, and, unless otherwise specified in such resignation, its acceptance by the Board of Directors shall not be necessary to make it effective.
 
 
 
 
 
Section 6. Vacancies. Vacancies in the Board of Directors, including those caused by an increase in the number of Director positions, may be filled by a vote of the majority of the remaining Directors, though less than a quorum, or by a sole remaining Director, and each Director so elected shall hold office until his successor is elected at an annual or a special meeting of the Stockholders. The holders of two-thirds of the outstanding shares of Stock entitled to vote may at any time peremptorily terminate the term of office of all or any of the Directors by vote at a meeting called for such purpose or by written statement filed with the Secretary or, in his absence, with any other Officer of the Corporation. Such removal shall be effective immediately, even if successors are not elected simultaneously.

A vacancy or vacancies in the Board of Directors shall be deemed to exist in case of the death, resignation or removal of any Directors, or if the authorized number of Directors is increased, or if the Stockholders fail at any annual or special meeting of Stockholders at which any Director or Directors are elected to elect the full number of Directors authorized to be elected at that meeting.

If the Board of Directors accepts the resignation of a Director tendered to take effect at a future time, the Board or the Stockholders shall have power to elect a successor to take office when the resignation is to become effective.

No reduction of the authorized number of Directors shall have the effect of removing any Director prior to the expiration of his term of office.

Section 7. Annual and Regular Meetings. Annual meetings of the Board of Directors shall be held at any place within or without the State of Nevada which has been designated from time to time by resolution of the Board or by written consent of all members of the Board. In the absence of such designation annual meetings shall be held at the registered office of the Corporation. Regular meetings of the Board may be held at a place so designated or at the registered office.

Regular meetings of the Board of Directors may be held without call or notice at such time and at such place as shall from time to time be fixed and determined by the Board of Directors.

Section 8. First Meeting. The first meeting of each newly elected Board of Directors shall be held immediately following the adjournment of the meeting of Stockholders and at the place thereof. No notice of such meeting shall be necessary to the Directors in order legally to constitute the meeting, provided a quorum is present. In the event such meeting is not so held, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors.

Section 9. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board, the President, any Vice President or any two (2) Directors.

Written notice of the time and place of any special meeting shall be delivered personally to each Director, or sent to each Director by mail or by other form of written communication, charges prepaid, addressed to him at his address as it is shown upon the records or if such address is not readily ascertainable, at the place in which the meetings of the Directors are regularly held. In case such notice is mailed or telegraphed, it shall be deposited in the United States mail or delivered to the telegraph company at least three (3) days prior to the time of the holding of the meeting. In case such notice is hand delivered as above provided, it shall be so delivered at least twenty-four (24) hours prior to the time of the holding of the meeting. Such mailing, telegraphing or delivery as above provided shall be due, legal and personal notice to such Director.
 
 
 
 
 
Section 10. Business of Meetings. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present, and if either before or after the meeting, each of the Directors not present signs a written waiver of notice, or a consent to holding such meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made part of the minutes of the meeting.

Section 11. Quorum; Adjourned Meetings. A majority of the authorized number of Directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, unless a greater number be required by law or by the Articles of Incorporation. Any action of a majority, although not at a regularly called meeting, and the record thereof, if assented to in writing by all of the other members of the Board shall be as valid and effective in all respects as if passed by the Board at a regular meeting.

A quorum of the Directors may adjourn any Directors’ meeting to meet again at a stated day and hour; provided, however, that in the absence of a quorum, a majority of the Directors present at any Directors meeting, either regular or special, may adjourn from time to time until the time fixed for the next regular meeting of the Board.

Notice of the time and place of holding an adjourned meeting need not be given to the absent Directors if the time and place is fixed at the meeting adjourned.

Section 12. Committees. The Board of Directors may, by resolution adopted by a majority of the total number of Directors then in office, designate one (1) or more committees, each committee to consist of one (1) or more of the Directors of the Corporation, which, to the extent permitted by applicable law and provided in the resolution establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be fixed to all papers which may require it. The Board of Directors may designate one (1) or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors upon request.

Such committee or committees shall have such name or names as may be determined from time to time by resolution of the Board of Directors. The members of any such committee present at any meeting and not disqualified from voting may, whether or not they constitute a quorum, unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. At meetings of such committees, a majority of the members or alternate members shall constitute a quorum for the transaction of business, and the act of a majority of the members or alternate members at any meeting at which there is a quorum shall be the act of the committee.
 
 
 
 
 
Section 13. Committee Rules. Subject to applicable law and the rules and regulations of any national securities exchange on which any securities of the Corporation are listed, each committee of the Board of Directors may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of the Board of Directors designating such committee. Unless otherwise provided in such a resolution, the presence of at least a majority of the members of the committee shall be necessary to constitute a quorum.

Section 14. Action Without Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if a written consent to the action is signed by a majority of the members of the Board of Directors or of such committee, as the case may be, and filed with the minutes of proceedings of the Board of Directors or such committee.

Section 15. Special Compensation. The Directors may be paid their expenses of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as Director. No such payment shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefore. Members of special or standing committees may be allowed like reimbursement and compensation for attending committee meetings.

Section 16. Preferred Stock. The Board of Directors has the power, without further action by the Stockholders, to determine the relative rights, preferences, privileges and restrictions of the preferred stock, and to issue the preferred stock in one or more series’ as determined by the Board of Directors. The designation of rights, preferences, privileges and restrictions could include preferences as to liquidation, redemption and conversion rights, voting rights, dividends or other preferences, any of which may be dilutive of the interest of the Stockholders of the common stock or the preferred stock of any other series.

ARTICLE III
Officers

Section 1. Appointment. The Officers of the Corporation shall be appointed by the Board of Directors and shall be a President, a Secretary and a Treasurer, none of whom need also be Directors. The Board of Directors may also appoint one (1) or more Vice Presidents, Assistant Secretaries and Assistant Treasurers. Any number of offices may be held by the same person, unless otherwise prohibited by law, the Articles of Incorporation or these Bylaws.

Section 2. President. The President shall be the Chief Executive Officer of the Corporation and shall have active management of the business of the Corporation. He shall execute on behalf of the Corporation all instruments requiring such execution except to the extent the execution thereof shall be expressly designated by the Board of Directors to some other Officer or agent of the Corporation.

Section 3. Vice President. The Vice President shall act under the direction of the President and in the absence or disability of the President shall perform the duties and exercise the powers of the President. The Vice President shall perform such other duties and have such other powers as the President of the Board of Directors may from time to time prescribe. The Board of Directors may designate one (1) or more Executive Vice Presidents or may otherwise specify the order of seniority of the Vice Presidents. The duties and powers of the President shall descend to the Vice Presidents in such specified order of seniority.
 
 
 
 

Section 4. Secretary. The Secretary shall act under the direction of the President. Subject to the direction of the President he shall attend all meetings of the Board of Directors and all meetings of the Stockholders and record the proceedings. The Secretary shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the Stockholders and special meetings of the Board of Directors, and shall perform such other duties as the President or the Board of Directors may from time to time prescribe.

Section 5. Assistant Secretaries. The Assistant Secretaries shall act under the direction of the President. In the order of their seniority, unless otherwise determined by the President or the Board of Directors, they shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary. They shall perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe.

Section 6. Treasurer. The Treasurer shall act under the direction of the President. Subject to the direction of the President he shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the President or the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation.

If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum, and with such surety or sureties, as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Corporation in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

Section 7. Assistant Treasurers. The Assistant Secretaries shall act under the direction of the President. In the order of their seniority, unless otherwise determined by the President or the Board of Directors, they shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer. They shall perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe.

Section 8. Compensation. The compensation of all Officers of the Corporation shall be approved by the Board of Directors, and no Officer shall be prevented from receiving such compensation by virtue of his or her also being a Director of the Corporation.

Section 9. Removal and Resignation. The Officers of the Corporation shall hold office at the pleasure of the Board of Directors. Any Officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors. Any vacancy occurring in any office of the Corporation because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors.

Section 10.  Absence or Disability of Officers. In the case of the absence or disability of any Officer of the Corporation and of any person hereby authorized to act in such Officer’s place during such Officer’s absence or disability, the Board of Directors may by resolution delegate the powers and duties of such Officer to any other person.
 
 
 
 
 
ARTICLE IV
Notices

Section 1. Notice of Meetings. Notices of meetings shall be in writing and signed by either the President or a Vice President or the Secretary or an Assistant Secretary or by such other person or persons as the Directors shall designate. Such notice shall state the purpose or purposes for which the meeting is called and the time and the place, which may be within or without the State of Nevada, where it is to be held. A copy of such notice shall be either delivered personally to or shall be mailed, postage prepaid, to each Stockholder of record entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before such meeting. If mailed, it shall be directed to a Stockholder at his address as it appears upon the records of the Corporation and upon such mailing of any such notice, the service thereof shall be complete and the time of the notice shall begin to run from the date upon which such notice is deposited in the mail for transmission to such Stockholder. Personal delivery of any such notice to any Officer of a Corporation or association, or to any member of a partnership, shall constitute delivery of such notice to such Corporation, association or partnership. In the event of the transfer of stock, after delivery of such notice of and prior to the holding of the meeting it shall not be necessary to deliver or mail notice of the meeting to the transferee.

Section 2. Effect of Irregularly Called Meetings. Whenever all parties entitled to vote at any meeting, whether of Directors or Stockholders, consent, either by writing on the records of the meeting filed with the Secretary, or by presence at such meeting and oral consent entered on the minutes, or by taking part in the deliberations at such meeting without objection, the doings of such meeting shall be as valid as if had at a meeting regularly called and noticed, and at such meeting any business may be transacted which is not excepted from the written consent or to the consideration of which no objection for want of notice is made at the time, and if any meeting be irregular for want of notice or of such consent, provided a quorum was present at such meeting, the proceedings of said meeting may be ratified and approved and rendered likewise valid and the irregularity or defect therein waived by writing signed by all parties having the right to vote at such meeting; and such consent or approval of Stockholders may be by proxy or attorney, but all such proxies and powers of attorney must in writing.

Section 3. Waiver of Notice. Whenever any notice whatever is required to be given under the provisions of the statutes, of the Articles of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE V
Capital Stock

Section 1. Certificates. Every Stockholder shall be entitled to have a certificate signed by the President or a Vice President, the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation certifying the number of shares owned by him in the Corporation. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the designations, preferences and relative, participating, optional or other special rights of the various classes of stock or series thereof and the qualifications, limitations or restrictions of such rights, shall be set forth in full or summarized on the face or back of the certificate, which the Corporation shall issue to represent such stock.

If a certificate is signed (i) by a transfer agent other than the Corporation or its employees or (ii) by a registrar other than the Corporation or its employees, the signatures of the Officers of the Corporation may be facsimiles. In case any Officer who signed or whose facsimile signature has been placed upon a certificate shall cease to be an Officer before such certificate is issued, such certificate may be issued with the same effect as though the person had not ceased to be an Officer. The seal of the Corporation, or a facsimile thereof, may, but need not be, affixed to a certificate of stock.
 
 
 
 

Section 2. Lost or Destroyed Certificates. The Board of Directors may direct a new stock Articles or certificates to be issued in place of any certificate or certificates issued by the Corporation alleged to have been lost or destroyed upon the making of an affidavit of that fact by the person claiming the certificate or certificates of to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or give the Corporation a bond in such sum as it may direct as an indemnity against any claim that may be made against the Corporation with the respect to the certificate or certificates alleged to have been lost or destroyed.

Section 3. Replacement Certificates. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation, if it is satisfied that all provisions of the laws and regulations applicable to the Corporation regarding transfer and ownership of stock have been complied with, to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 4. Record Date. The Board of Directors may fix in advance a date not exceeding sixty (60) days nor less than ten (10) days preceding the date of any meeting of Stockholders, or the date for the payment of any distribution, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining the consent of Stockholders for any purpose, as a record date for the determination of the Stockholders entitled to notice of and to vote at any such meeting, and any adjournment thereof, or entitled to receive payment of such distribution, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after any such record date fixed as aforesaid.

Section 5. Registered Owner. The Corporation shall be entitled to recognize the person registered on its books as the owner of stock to be the exclusive owner for all associated purposes including voting and distribution, and the Corporation shall not be bound to recognize any equitable or other claim to or interest in such stock on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Nevada.

Section 6. Restrictions on Transfer. No Stockholder may sell, transfer or otherwise dispose of any stock without the consent of the Board of Directors. The Board of Directors is not required to provide reasons for any refusal to consent to any such sale, transfer or other disposition.  This section does not apply if the Corporation is a publicly-traded company.
 
 
 
 
 
ARTICLE VI
Indemnification

Section 1. Indemnification of Officers, Directors, Employees and Other Persons. Every person who was or is a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or a person of whom he is the legal representative is or was a Director or Officer of the Corporation or is or was serving at the request of the Corporation or for its benefit as a Director or Officer of another Corporation, or as its representative in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the laws of the State of Nevada against all expense, liability and loss (including attorney’s fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by him in connection therewith. The expenses of Officers and Directors incurred defending a civil or criminal action, suit or proceeding must be paid by the Corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding upon receipt of an undertaking by or on behalf of the Director or Officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the Corporation. Such right of indemnification shall be a contractual right, which may be enforced in any manner desired by such person. Such right of indemnification shall not be exclusive of any other rights which such Directors, Officers or representatives may have or hereafter acquire and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of Stockholders, provision of law or otherwise, as well as their rights under this Article VI.

Section 2. Insurance. The Board of Directors may cause the Corporation to purchase and maintain insurance on behalf of any person who is or was a Director or Officer of the Corporation, or is or was serving at the request of the Corporation as a Director or Officer of another Corporation, or as its representative in a partnership, joint venture, trust or other enterprise against liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the Corporation would have the power to indemnify such person.

Section 3. Further Bylaws. The Board of Directors may from time to time adopt further Bylaws with respect to indemnification and may amend these and such Bylaws to provide at all times the fullest indemnification permitted by the laws of the State of Nevada.

ARTICLE VII
General Provisions

Section 1. Registered Office. The registered office of this Corporation shall be in the State of Nevada.

The Corporation may also have offices at such other places both within and without the State of Nevada as the Board of Directors may from time to time determine or the business of the Corporation may require.

Section 2. Distributions. Distributions upon the capital stock of the Corporation, subject to the provisions of the Articles of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting in accordance with applicable law. Distributions may be paid in cash, in property or in shares of the capital stock of the Corporation, subject to the provisions of the Articles of Incorporation.
 
 
 
 

Section 3. Reserves. Before the payment of any distribution, there may be set aside out of any funds of the Corporation available for distributions such sum or sums as the Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing distributions or for repairing or maintaining any property of the Corporation or for such other purpose as the Directors shall think conducive to the interest of the Corporation, and the Directors may modify or abolish any such reserve in the manner in which it was created.

Section 4. Checks and Notes. All checks or demands for the money and notes of the Corporation shall be signed by such Officer or Officers or such other person or persons, and in such a manner, as the Board of Directors may from time to time designate.

Section 5. Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 6. Corporate Seal. The Corporation may have a corporate seal which shall have inscribed thereon the name of the Corporation and the words "Corporate Seal" and "Nevada". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

Section 7. Voting Securities Owned by Corporation. Voting securities in any other company held by the Corporation shall be voted by the President or any Vice President or any other Officer authorized to do so by the Board of Directors. Any person authorized to vote securities shall have the power to appoint proxies, with general power of substitution.

Section 8. Inspection of Books and Records. The Board of Directors shall have the power from time to time to determine to what extent and at what times and places and under what conditions the books or records of the Corporation shall be open to the inspection of the Stockholders. No Stockholder shall have any right to inspect any book or record of the Corporation except as conferred by the laws of the State of Nevada, unless and until authorized otherwise by resolution of the Board of Directors or the Stockholders of the Corporation.

Section 9. Section Headings.   Section headings in these Bylaws are for convenience of reference only and shall not be given any substantive effect in limiting or otherwise construing any provision herein.

Section 10. Inconsistent Provisions. In the event that any provision of these Bylaws is or becomes inconsistent with any provision of the Articles of Incorporation, the Nevada General Corporation Law or any other applicable law or regulation, such provision of these Bylaws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect.

Section 11. Amendments. The Board of Directors may alter, amend, change, add to or repeal these Bylaws by the affirmative vote of a majority of the total number of Directors then in office, subject to further action by the Stockholders. Any alteration or repeal of these Bylaws by the Stockholders of the Corporation shall require the affirmative vote of a majority of the combined voting power of the then issued and outstanding shares of the Corporation entitled to vote on such alteration or repeal.
Form of Share Certificate
 
CELLDONATE INC.
 
INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA
 
[LOGO]
 
CUSIP NO.
 
AUTHORIZED COMMON STOCK:
100,000,000 SHARES, $0.001 PAR VALUE
400,000 SHARES, NO PAR VALUE
 
THIS CERTIFIES THAT
 
_________________________________
 
IS THE RECORD HOLDER OF __________________
 
Shares of CELLDONATE INC. common stock transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar.
 
Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.
 
Dated: 
   
     
Secretary 
 
President 
 
[CELLDONATE INC. CORPORATE SEAL NEVADA]
 
Signature must be guaranteed by a firm which is a member of a registered national stock exchange, or by a bank (other than a savings bank), or a trust company. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:
 
Additional abbreviations may also be used though not on the above list.
 
For value received, _______ hereby sells, assigns and transfers unto:
 
_____________________________________________________________________________________________
(Please print or typewrite name and address, including zip code of assignee)
 
_____________________________ Shares of the capital stock represented by the within certificate, and does hereby irrevocably constitute and appoint ____________________________ (Attorney) to transfer the said stock on the books of the Corporation with full power of substitution in the premises.
 
Please insert social security or other identifying number of assignee: ___________________________
 
Dated: ___________________________________

 
NOTICE: The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular without alteration or enlargement or any change whatever.
 
 

 
May 13, 2009
 
United States Securities and Exchange Commission
100 F Street, North East
Washington, D.C. 20549
 
Dear Sirs and Mesdames:
 
Re:       Celldonate Inc.
Registration of 1,271,500 Shares of Common Stock on Form S-1
 
We refer to the registration statement for Celldonate Inc., a Nevada corporation (the “Company”), on Form S-1 (the “Registration Statement”) filed with the SEC under the Securities Act of 1933. The Registration Statement relates to the registration for resale of up to 1,271,500 shares of the Company’s common stock, $0.001 par value, under the Securities Act of 1933.
 
In rendering the opinions hereinafter expressed, we have examined originals or copies, certified or otherwise, identified to our satisfaction, of (1) the Registration Statement, together with all exhibits thereto; (2) the Company’s Articles of Incorporation and Bylaws, as amended; (3) the minutes and resolutions of the Board of Directors and shareholders of the Company, all as provided to us by the Company; and (4) such other documents and instruments that in our judgment are necessary or appropriate to enable us to render the opinions expressed below.
 
We are qualified to practice U.S. corporate and securities law as our attorneys are called to various state bar associations in the United States. Further, we regularly provide legal services to companies incorporated in the State of Nevada and consequently have developed broad knowledge and understanding of Nevada corporate law. We furnish this opinion to the Company and solely for your benefit. Our opinion is subject to the qualification that no opinion is expressed herein on the application of state securities or blue sky laws.
 
Please be advised that we have reached the following conclusions regarding the above offering:
 
1.
The Company is a duly and legally organized and existing Nevada state corporation, with its registered office located at 6100 Neil Road, Suite 500, Reno, Nevada 89511. The Company’s Articles of Incorporation and corporate registration fees were submitted to and filed by the Office of the Secretary of State of Nevada on August 15, 2006. The Company's existence and form is valid and legal pursuant to the above representation.
 
2.
The Company is a fully and duly incorporated Nevada corporate entity with two classes of common stock at this time. Neither the Company’s Articles of Incorporation, Bylaws, or any amendments thereto, nor any subsequent resolutions change the non-assessable characteristics of the Company's common stock. The 1,189,000 shares of the Company’s common stock previously issued by the Company to the selling security holders (the “Shares”) are in legal form and in compliance with the laws of the State of Nevada, and are duly authorized, legally issued, fully paid and non-assessable. In addition, we are of the opinion that when sold pursuant to the Registration Statement, the Shares will continue to be duly authorized, validly issued, fully paid and non-assessable shares of the Company's common stock.
 
 
 
 
 
3.
The Company's Shares are all common shares. None of the Company’s security holders hold liquidation preference rights upon the voluntary or involuntary liquidation of the Company.
 
4.
By resolution of its Board of Directors, the Company has authorized the issuance of up 433,500 shares of common stock pursuant to the exercise of warrants, including the 82,500 shares of the Company’s common stock underlying warrants being registered in the Registration Statement.
 
5.
The Company's Articles of Incorporation presently authorize the Company to issue 100,000,000 shares of common stock, $0.001 par value, and 400,000 shares of common stock, no par value. Therefore, the resolution of the Company’s Board of Directors which authorized the issuance of up to 433,500 shares of common stock underlying warrants was within the authority of the Company’s directors, and the 82,500 shares of common stock underlying those warrants being registered in the Registration Statement, when issued and when sold by the selling security holders, will be validly issued, fully paid and non-assessable.
 
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.
 
Yours truly,
 
Bacchus Corporate and Securities Law

/s/ Bacchus Corporate and Securities Law

Barristers, Solicitors and Attorneys
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
AGREEMENT
 
This Agreement is made by and between Celldonate Inc. ("CUSTOMER"), with its principal place of business at 325 - 1130 West Pender Street, Vancouver  and Caring Capital Corporation ("FACILITATOR") with its principal place of business at 305 - 1130 West Pender Street, Vancouver.
 
WHEREAS, CUSTOMER desires to retain FACILITATOR to Facilitate the Technology Development (the "Project") for CUSTOMER as described in the Work Plan (as defined in Section I below);
 
WHEREAS, FACILITATOR desires to undertake the Project and agrees to do so under the terms and conditions set forth in this Agreement;
 
NOW, THEREFORE, for good and valuable consideration, the parties agree as follows:
 
Section 1.  Work Plan . FACILITATOR has prepared a Work Plan for the Project, which includes the following:
 
 
(a)
the Hiring and Payment of Development Contractors;
 
 
(b)
the Hiring and Payment of Development Personnel;
 
 
(c)
the Payment of costs involved with the development; and
 
 
(d)
a timely reimbursement invoice to CUSTOMER .
 
Section 2. Payment . The price for the Project shall be 1500 USD per month and reimbursement of expenses made on behalf of CUSTOMER. The FACILITATOR can at its sole discretion postpone invoices to a later stage of the technology development. At the conclusion of the project an additional 10% of the total invoices shall be due in convertible equity, kept in Convertible Notes at a share price valid on the date of this contract.
 
Section 3. Changes in Workplan . If at any time following acceptance of the Work Plan, CUSTOMER should desire to change the specifications or other elements of the Work Plan, CUSTOMER shall submit to FACILITATOR a written proposal specifying such changes. FACILITATOR shall evaluate each such proposal and shall submit to CUSTOMER a written response within five (5) working days following receipt thereof. FACILITATOR’s response shall include a statement of the availability of personnel and resources, as well as the effect the proposed changes will have on the price, delivery dates or warranty provisions of this Agreement.
 
Any changes to the Work Plan shall be evidenced by a "Work Plan Amendment." The Work Plan Amendment shall be signed by authorized representatives of FACILITATOR and CUSTOMER, and shall be deemed a part of this Agreement. If FACILITATOR does not approve the Work Plan Amendment, he shall not be obligated to perform any additional services hereunder.
 
Section 4. Authority . FACILITATOR and CUSTOMER each hereby represent and warrant that the execution, delivery and performance of this Agreement has been duly authorized and that the Agreement is a legal, valid and binding agreement of Web Designer and Customer, enforceable in accordance with its terms. Web Designer and Customer further represent that this Agreement does not breach or violate any agreement to which it is a party or to which it is bound.
 
Section 5. Rights to Work Product . FACILITATOR hereby acknowledges that the Deliverables and any other documentation, materials or intellectual property hereunder (collectively, the "Work Product") are works which have been specially commissioned by CUSTOMER and are "work made for hire" for CUSTOMER and CUSTOMER shall own all right, title, and interest therein. CUSTOMER shall be considered the author of the Work Product for purposes of copyright and shall own all the rights in and to the copyright of the Work Product and, as between CUSTOMER and FACILITATOR, only CUSTOMER shall have the right to obtain a copyright registration on the same which CUSTOMER may do in its name, its trade name or the name of its nominee(s). Accordingly, among other things, CUSTOMER is the author and owner of the Work Product and shall have the sole and exclusive rights to do and authorize any and all of the acts set forth in Section 106 of the Copyright Act with respect to the Work Product and any derivatives thereof, and to secure any and all renewals and extensions of such copyrights. To the extent FACILITATOR does not own such Work Product as a work made for hire, FACILITATOR hereby assigns, transfers, releases and conveys to Customer all rights, title and interest to such Work Product, including but not limited to all other patent rights, copyrights, and trade secret rights.
 
 
 
 
 
Section 6.  Confidentiality .
 
 
(a)
Confidential Information : For purposes of this Agreement, the term "Confidential Information" means all information that is not generally known by the public and that: (i) is obtained by FACILITATOR from CUSTOMER, or that is learned, discovered, developed, conceived, originated, or prepared by FACILITATOR during the process of performing this Agreement, and (ii) relates directly to the business or assets of Customer. The term "Confidential Information" shall include, but shall not be limited to: inventions, discoveries, trade secrets, and know-how; computer software code, designs, routines, algorithms, and structures; product information; research and development information; lists of clients and other information relating thereto; financial data and information; business plans and processes; and any other information of CUSTOMER that CUSTOMER informs FACILITATOR, or that FACILITATOR should know by virtue of its position, is to be kept confidential.
 
 
(b)
Obligation of Confidentiality : During the term of this Agreement, and at all times thereafter, FACILITATOR agrees that he will not disclose to others, use for his own benefit or for the benefit of anyone other than CUSTOMER, or otherwise appropriate or copy, any Confidential Information, whether or not developed by FACILITATOR, except as required in the performance of its obligations to CUSTOMER hereunder. The obligations of FACILITATOR under this paragraph shall not apply to any information that becomes public knowledge through no fault of FACILITATOR.
 
Section 7.   Term of Agreement . This Agreement commences on the date it is executed and shall continue until full performance by both parties, or until earlier terminated by one party under the terms of this Agreement.
 
Section 8.  Termination of Agreement. This Agreement may be terminated by CUSTOMER at its sole election upon thirty (30) days prior written notice to FACILITATOR. Upon such termination, all amounts owed to FACILITATOR under this Agreement for completed work in accordance with the Work Plan shall become due and payable. At such time, FACILITATOR shall deliver all completed work to CUSTOMER.
 
If this Agreement is terminated by FACILITATOR because of CUSTOMER’s default of his obligations hereunder, CUSTOMER may, after thirty (30) days written notice to FACILITATOR and a reasonable opportunity to cure:
 
 
(a)
require FACILITATOR to immediately deliver to CUSTOMER all Work Product developed by FACILITATOR under this Agreement and pay FACILITATOR all amounts owed for the work performed under this Agreement and accepted by CUSTOMER, whereupon Customer shall have complete right, title and interest in such work and all rights, permissions and licenses granted to CUSTOMER by FACILITATORner under this Agreement shall continue, in perpetuity as royalty-free and fully paid rights; or
 
 
(b)
pursue all legal and equitable remedies against FACILITATOR.
 
If FACILITATOR terminates this Agreement because of CUSTOMER’s default, after a thirty (30) day written notice to CUSTOMER and an opportunity to cure, FACILITATOR may require:
 
 
(a)
Customer to pay all amounts then due to FACILITATOR under this Agreement for any work which has been completed and accepted by CUSTOMER, whereupon Customer shall have complete right, title and interest in such work and all rights and licenses granted to CUSTOMER by FACILITATOR under this Agreement shall survive as royalty­ free and fully paid-up; and
 
 
(b)
pursue all legal and equitable remedies against CUSTOMER.
 
 
 
 
 
Section 9.  General Provisions .
 
 
(a)
Complete Agreement : This Agreement together with all exhibits, appendices or other attachments, is the sole and entire Agreement between the parties relating to the subject matter hereof. This Agreement supersedes all prior understandings, agreements and documentation relating to such subject matter. In the event of a conflict between the provisions of the main body of this Agreement and any attached exhibits, appendices or other materials, this Agreement shall take precedence.
 
 
(b)
Modification to Agreement : Modifications and amendments to this Agreement shall be enforceable only if they are in writing and are signed by authorized representatives of both parties.
 
 
(c)
Waive : No term or provision of this Agreement shall be deemed waived and no breach excused unless such waiver or consent is in writing and signed by the party claimed to have waived or consented.
 
 
(d)
Reasonable Costs : In the event of any controversy concerning or related to this Agreement or the performance of this agreement, the prevailing party shall be entitled to recover its reasonable expenses (including reasonable attorneys' fees) incurred in resolving such controversy, in addition to any other relief that may be available.
 
 
(e)
Severability : If any provision of this Agreement is held invalid, void or unenforceable under any applicable statute or rule of law, it shall to that extent be deemed omitted, and the balance of this Agreement shall be enforceable in accordance with its terms.
 
 
(f)
Bankruptcy . If either party hereto (a) shall be adjudicated a bankrupt or an order appointing a receiver of it or of the major part of its property shall be made, or an order shall be made approving a petition or answer seeking its reorganization under any applicable bankruptcy law, and in any such case shall not be stayed within 10 days, or (b) shall institute proceedings for a voluntary bankruptcy or apply for or consent to the appointment of a receiver of itself or its property, or shall make an assignment for the benefit of its creditors, or shall admit in writing its inability to pay its debts generally as they become due, for the purpose of seeking a reorganization under the federal bankruptcy laws or otherwise, then in any one or more of such events listed in (a) or (b) above, the other party may terminate this agreement by giving at least 10 days prior notice.
 
Each party represents and warrants that on this date they are duly authorized to bind their respective principals by their signatures below.
 
FACILITATOR:
CUSTOMER:
   
Caring Capital Corporation
Celldonate Inc
   
By: David Strebinger
By: Michael Palethorpe
Title: CEO
Title: Director
   
Date: August 15, 2006
Date August 15, 2006
   
Signature:   /s/ David Strebinger
Signature: /s/ Michael Palethorpe
AMENDMENT AGREEMENT
 
This agreement (the “ Amendment Agreement ”) dated May 8, 2009 amends the agreement dated August 15, 2006 (the " Agreement "), made by and between Celldonate Inc. (" Celldonate ") and Caring Capital Corporation (“ Caring Capital ”).
 
WHEREAS :
 
A.
Pursuant to the Agreement, Celldonate and Caring Capital agreed on certain payment terms related to the provision of technology development facilitation by Caring Capital to Celldonate; and
 
B.
For their mutual benefit, Celldonate and Caring Capital wish to modify the payment terms of the Agreement.
 
THIS AGREEMENT WITNESSES THAT in consideration of the foregoing and the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
 
1.
AMENDMENT
 
1.1
Section 2 of the Agreement shall be deleted in its entirety and replaced with the following:
 
“ Payment .  CUSTOMER shall pay to FACILITATOR the sum of U.S. $1,500 per month on the last day of each calendar month in exchange for the work of FACILITATOR on the Project and reimburse FACILITATOR for any expenses related to the Project incurred by FACILITATOR on behalf of CUSTOMER.  FACILITATOR may at its sole discretion waive the obligation of CUSTOMER to pay any monthly instalment due hereunder or postpone the obligation of CUSTOMER to pay such monthly instalment to a later stage of the Project.”
 
1.2
Caring Capital hereby confirms that it waived the right to acquire any equity accrued under Section 2 of the Agreement by verbal agreement in each period prior to the date of this Amendment Agreement.
 
2.      FULL FORCE AND EFFECT
 
2.1
Except as specifically amended by the foregoing, the Agreement shall remain in full force and effect.
 
3.      GENERAL PROVISIONS
 
3.1
Further Assurances . Each of the parties shall promptly do, make, execute, deliver, or cause to be done, made, executed or delivered, all such further acts, documents and things as the other parties hereto may reasonably require from time to time for the purpose of giving effect to this Amendment Agreement and shall use reasonable efforts and take all such steps as may be reasonably within its power to implement to their full extent the provisions of this Amendment Agreement.
 
3.2
Counterparts .  This Agreement may be signed in counterparts and each such counterpart shall constitute an original document and such counterparts, taken together, shall constitute one and the same instrument.
 
IN WITNESS WHEREOF the parties have executed this Amendment Agreement as of the day and year first written above.
 
Celldonate Inc.
 
Per:
 
 
/s/ Michael Palethorpe
Michael Palethorpe
Chief Financial Officer
 
 
Caring Capital Corporation
 
Per:
 
 
/s/ David Strebinger
David Strebinger
Chief Executive Officer
 

 


CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 
We consent to the reference to our firm under the caption “Experts” and to the use of our report dated April 10, 2009, with respect to the balance sheet of CELLDONATE INC. as at March 31, 2008 and 2007, and the statements of operations, stockholders’ deficiency, and cash flows for the year ended March 31, 2008 and the period from August 15, 2006 (inception) to March 31, 2007 in the Registration Statement on Form S-1 and related Prospectus of the Company.
 
 
 
Vancouver, British Columbia             /s/ Smythe Ratcliffe LLP
 
May 15, 2009                                 Chartered Accountants