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EX-32 - ACCELERATED ACQUISITIONS II INC | v171891_ex32.htm |
EX-31.1 - ACCELERATED ACQUISITIONS II INC | v171891_ex31-1.htm |
EX-31.2 - ACCELERATED ACQUISITIONS II INC | v171891_ex31-2.htm |
U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q/A
x QUARTERLY REPORT
UNDER SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For the
quarterly period ended September 30, 2009
o TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For the
transition period from to
Commission
file number 000-53137
Remuda Investment
Corporation
(formerly known as
Accelerated Acquisitions II, Inc.)
(Exact
name of small business issuer as specified in its charter)
Delaware
(State or
other jurisdiction of incorporation or organization)
26-2012628
(I.R.S.
Employer Identification Number)
1330 Post
Oak Blvd., Suite 1600
Houston,
TX 77056
(Address of
Principal Offices)
(713)
975-9602
(Issuer’s
Telephone Number)
Accelerated Acquisitions II,
Inc.
122 Ocean Park Blvd., Suite
307
Santa Monica, CA
90405
(Former
name, former address and former fiscal year, if changed since last
report)
Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes x No o.
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Website, if any, every interactive
Data File required to be submitted and posted pursuant to
Rule 405 of Regulation S-T during the preceding
12 months
(or for such shorter period that the registrant was
required to submit and post such files). o Yes No o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
Large
Accelerated Filer
o |
Accelerated
Filer o
|
Non-Accelerated
Filer
o (Do not check if a smaller reporting company) |
Smaller
Reporting Company
þ |
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes x No o.
APPLICABLE
ONLY TO CORPORATE ISSUERS
State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date: 25,500,000 shares of common stock, par value
$.0001 per share, outstanding as of November 10, 2009.
Transitional Small Business Disclosure
Format (Check one): Yes o No x
REMUDA
INVESTMENT CORPORATION
-
INDEX -
Page(s)
|
|||
PART I – FINANCIAL
INFORMATION:
|
|||
Item
1.
|
Financial
Statements (unaudited):
|
||
Balance
Sheets as of September 30, 2009 and December 31, 2008
|
F-1
|
||
Statements
of Operations for the three months ended September 30, 2009 and September
30, 2008 and for the nine months ended September 30, 2009 and for the
Cumulative Period from Inception (February 15, 2008) to September 30,
2009
|
F-2
|
||
Statements
of Cash Flows for the nine months ended September 30, 2009 and for the
Cumulative Period from Inception (February 15, 2008) to September 30,
2009
|
F-3
|
||
Notes to Financial
Statements
|
F-4 – F-7
|
||
Item 2.
|
Management's
Discussion and Analysis of Financial Condition and Results of
Operations
|
1
|
|
Item
3.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
2
|
|
Item 4A(T). Controls and
Procedures
|
3
|
||
PART II – OTHER
INFORMATION:
|
|||
Item
1.
|
Legal
Proceedings
|
3
|
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
3
|
|
Item
3.
|
Defaults
Upon Senior Securities
|
3
|
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
3
|
|
Item
5.
|
Other
Information
|
3
|
|
Item 6.
|
Exhibits
|
4
|
|
Signatures
|
5
|
REMUDA
INVESTMENT CORPORATION
(Formerly
known as ACCELERATED
ACQUISITIONS II, INC.)
A
Development Stage Company
BALANCE
SHEETS
September 30
|
December 31,
|
|||||||
2009
|
2008
|
|||||||
(unaudited)
|
(audited)
|
|||||||
ASSETS
|
||||||||
CURRENT
ASSETS:
|
||||||||
Cash
and cash equivalents
|
$ | 691 | $ | 691 | ||||
TOTAL
ASSETS
|
$ | 691 | $ | 691 | ||||
LIABILITIES
AND STOCKHOLDER’S EQUITY
|
||||||||
CURRENT
LIABILITIES
|
||||||||
Accrued
expenses
|
$ | 4,966 | $ | 3,527 | ||||
Shareholder
advances
|
3,650 | - | ||||||
TOTAL
LIABILITIES
|
$ | 8,616 | $ | 3,527 | ||||
STOCKHOLDER’S
EQUITY:
|
||||||||
Preferred
stock, $.001 par value; 10,000,000 shares authorized; none issued and
outstanding
|
- | - | ||||||
Common
stock, $.001 par value; 100,000,000 shares authorized; 25,500,000 and
5,000,000 shares issued and outstanding at September 30, 2009 and December
31, 2008, respectively
|
2,550 | 500 | ||||||
Additional
paid-in capital
|
7,700 | 7,500 | ||||||
Deficit
accumulated during the development stage
|
(15,925 | ) | (10,836 | ) | ||||
5,675 | (2,836 | ) | ||||||
Stock
subscription receivable
|
(2,250 | ) | - | |||||
TOTAL
STOCKHOLDER’S DEFICIT
|
(7,925 | ) | (2,836 | ) | ||||
TOTAL
LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIT)
|
$ | 691 | $ | 691 |
See
notes to unaudited financial statements.
F-1
REMUDA
INVESTMENT CORPORATION
(Formerly
known as ACCELERATED
ACQUISITIONS II, INC.)
(A
Development Stage Company)
Statements
of Operations (Unaudited)
Three Mos.
Ended September 30, 2009 |
Three Mos.
Ended September 30, 2008 |
Nine Mos.
Ended September 30, 2009 |
Feb 15, 2008
(Inception) through September 30, 2009 |
|||||||||||||
Revenues
|
$ | - | $ | - | $ | - | $ | - | ||||||||
Operating
Expenses
|
||||||||||||||||
General
and administrative
|
1,304 | 2,700 | 5,089 | 15,475 | ||||||||||||
Net
Operating Expenses
|
1,304 | 2,700 | 5,089 | 15,475 | ||||||||||||
Net
Loss
|
$ | (1,304 | ) | $ | (27,000 | ) | $ | (5,089 | ) | $ | (15,475 | ) | ||||
Basic
earnings (loss) per share—Basic and Diluted
|
$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | |||||||
Weighted
average number of common shares outstanding
|
25,500,000 | 5,000,000 | 5,000,000 |
see
accompanying notes to financial statements
.
F-2
REMUDA
INVESTMENT CORPORATION
(Formerly
known as ACCELERATED
ACQUISITIONS II, INC.)
A
Development Stage Company
STATEMENTS OF CASH
FLOWS
(unaudited)
For the
Nine Months ended September
30, 2009 |
For the
Cumulative
Period from
Inception
(February
15, 2008) through September
30, 2009
|
|||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net
(loss)
|
$ | (5,089 | ) | $ | (15,925 | ) | ||
Increase
(decrease) in accounts payable
|
1,439 | 4,966 | ||||||
Net
cash used by operating activities
|
(3,650 | ) | (10,959 | ) | ||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Proceeds
from the issuance of common stock
|
2,250 | 10,250 | ||||||
Cancellation
of common stock
|
(200 | ) | (200 | ) | ||||
Additional
paid-in capital
|
200 | 200 | ||||||
Stock
subscription receivable
|
(2,250 | ) | (2,250 | ) | ||||
Shareholder
Advances
|
3,650 | 3,650 | ||||||
Net
cash provided by financing activities
|
3,650 | 11,650 | ||||||
NET
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
|
- | 691 | ||||||
Cash
and cash equivalents at beginning of period
|
691 | - | ||||||
CASH
AND CASH EQUIVALENTS AT END OF PERIOD
|
$ | 691 | $ | 691 |
See
notes to unaudited financial statements.
F-3
REMUDA
INVESTMENT CORPORATION
(Formerly
known as ACCELERATED
ACQUISITIONS II, INC.)
A
Development Stage Company
NOTES TO FINANCIAL
STATEMENTS
SEPTEMBER 30,
2009
NOTE 1
|
-
ORGANIZATION AND SUMMARY OF
SIGNIFICANT ACCOUNTING
POLICIES:
|
(a)
|
Organization and
Business:
|
Accelerated
Acquisitions II, Inc. (“the Company”) was incorporated in the state of Delaware
on February 15, 2008 for the purpose of raising capital that is intended to be
used in connection with its business plan which may include a possible merger,
acquisition or other business combination with an operating business. On August
14, 2009, the Company changed its name to Remuda Investment
Corporation. On September 1, 2009, the Company determined to change
its business plan. The Company now intends to invest in
mortgage loans throughout the United States. The Company also intends to
purchase performing, sub-performing and non-performing commercial and
residential mortgages at discounts from face value, but there is no guarantee
that it may be able to do so. The Company’s then intends to liquidate the
mortgages.
The
Company is currently in the development stage. All activities of the Company to
date relate to its organization, initial funding and share
issuances.
(b)
|
Basis
of Presentation
|
The
accompanying Interim Financial Statements are unaudited and have been prepared
in accordance with accounting principles generally accepted for interim
financial statement presentation and in accordance with the instructions to
Regulations S-K. Accordingly, they do not include all of the
information and footnotes required by accounting principles generally accepted
in the United States for complete financial statement presentation. In the
opinion of management, all adjustments for a fair statement of the results and
operations and financial position for the interim periods presented have been
included. All such adjustments are of a normal recurring nature. The
financial information should be read in conjunction with the Financial
Statements and notes thereto included in the Company’s Form 10-K Annual Report
for the year ended December 31, 2008 and the Company’s Registration Statement on
Form 10. The September 30, 2009 consolidated financial statements presented
herein may not be indicative of the results of the Company for the year ending
December 31, 2009.
(c)
|
Going
Concern
|
The
accompanying financial statements have been prepared on a going concern basis,
which assumes the Company will realize its assets and discharge its liabilities
in the normal course of business. As reflected in the accompanying financial
statements, the Company has a deficit accumulated during the development stage
of $15,925, used cash from operations of $10,959 since its inception, and has
negative working capital of $5,675 at September 30, 2009. The Company’s ability
to continue as a going concern is dependent upon its ability to generate future
profitable operations and/or to obtain the necessary financing to meet its
obligations and repay its liabilities arising from normal business operations
when they come due. The Company’s ability to continue as a going concern is also
dependent on its ability to find a suitable target company and enter into a
possible reverse merger with such company. Management’s plan includes obtaining
additional funds by equity financing through a reverse merger transaction and/or
related party advances, however there is no assurance of additional funding
being available. These conditions raise substantial doubt about the Company’s
ability to continue as a going concern. The accompanying financial statements do
not include any adjustments that might arise as a result of this
uncertainty.
F-4
REMUDA
INVESTMENT CORPORATION
(Formerly
known as ACCELERATED
ACQUISITIONS II, INC.)
A
Development Stage Company
NOTES TO FINANCIAL
STATEMENTS
SEPTEMBER 30,
2009
NOTE 1
|
- ORGANIZATION AND SUMMARY OF
SIGNIFICANT ACCOUNTING
POLICIES:
|
(d)
|
Use
of Estimates
|
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the balance sheet and
reported amounts
of revenues and expenses during the reporting period. Actual results could
differ from those estimates.
(e)
|
Cash and Cash
Equivalents:
|
For
purposes of the statement of cash flows, the Company considers highly liquid
financial instruments purchased with a maturity of three months or less to be
cash equivalents.
(f)
|
Income
Taxes:
|
The
Company utilizes the liability method of accounting for income taxes. Under the
liability method deferred tax assets and liabilities are determined based on the
differences between financial reporting basis and the tax basis of the assets
and liabilities and are measured using enacted tax rates and laws that will be
in effect, when the differences are expected to reverse. An allowance against
deferred tax assets is recognized, when it is more likely than not, that such
tax benefits will not be realized.
(g)
|
Loss per Common
Share:
|
Basic
loss per share is calculated using the weighted-average number of common shares
outstanding during each reporting period. Diluted loss per share includes
potentially dilutive securities such as outstanding options and warrants, using
various methods such as the treasury stock or modified treasury stock method in
the determination of dilutive shares outstanding during each reporting period.
The Company does not have any potentially dilutive instruments for this
reporting period.
(h)
|
Fair Value of Financial
Instruments:
|
The
carrying value of cash equivalents approximates fair value due to the short
period of time to maturity.
NOTE 2
|
- CAPITAL
STOCK:
|
The total
number of shares of capital stock which the Company has authority to issue is
one hundred ten million (110,000,000). These shares are divided into two classes
with 100,000,000 shares designated as common stock at $.0001 par value (the
“Common Stock”) and 10,000,000 shares designated as preferred stock at $.0001
par value (the “Preferred Stock”). The Preferred stock of the Company shall be
issued by the Board of Directors of the Company in one or more classes or one or
more series within any class and such classes or series shall have such voting
powers, full or limited, or no voting powers, and such designations,
preferences, limitations or restrictions as the Board of Directors of the
Company may determine, from time to time.
F-5
REMUDA
INVESTMENT CORPORATION
(Formerly
known as ACCELERATED
ACQUISITIONS II, INC.)
A
Development Stage Company
NOTES TO FINANCIAL
STATEMENTS
SEPTEMBER 30,
2009
NOTE 2
|
- CAPITAL STOCK
(Continued):
|
Holders
of shares of Common stock shall be entitled to cast one vote for each share held
at all stockholders’ meetings for all purposes, including the election of
directors. The Common Stock does not have cumulative voting
rights. No holder of shares of stock of any class shall be entitled
as a matter of right to subscribe for or purchase or receive any part of any new
or additional issue of shares of stock of any class, or of securities
convertible into shares of stock of any class, whether now hereafter authorized
or whether issued for money, for consideration other than money, or by way of
dividend.
On
February 15, 2008, the Company issued 5,000,000 shares of Common stock at a
purchase price of $.0016 per share, for an aggregate purchase price of
$8,000.00.
On June
5, 2009, Robert M. Dunn and Ronald C. Red each agreed to acquire 11,250,000
shares of the Company’s common stock (22,500,000 shares in the aggregate) for a
price of $0.0001 per share. At the same time, Accelerated Venture
Partners, LLC agreed to tender 2,000,000 of its 5,000,000 shares of the
Company’s common stock for cancellation.
NOTE 3
|
- RECENT ACCOUNTING
PRONOUNCEMENTS:
|
Recently
issued accounting pronouncements
FASB
Accounting Standards Codification
(Accounting
Standards Update (“ASU”) 2009-01)
In
June 2009, FASB approved the FASB Accounting Standards Codification (“the
Codification”) as the single source of authoritative nongovernmental GAAP. All
existing accounting standard documents, such as FASB, American Institute of
Certified Public Accountants, Emerging Issues Task Force and other related
literature, excluding guidance from the SEC, have been superseded by the
Codification. All other non-grandfathered, non-SEC accounting literature not
included in the Codification has become nonauthoritative. The Codification did
not change GAAP, but instead introduced a new structure that combines all
authoritative standards into a comprehensive, topically organized online
database. The Codification is effective for interim or annual periods ending
after September 15, 2009, and impacts the Company’s financial statements as
all future references to authoritative accounting literature will be referenced
in accordance with the Codification. There have been no changes to the content
of the Company’s financial statements or disclosures as a result of implementing
the Codification during the quarter ended September 30, 2009.
As a
result of the Company’s implementation of the Codification during the quarter
ended September 30, 2009, previous references to new accounting standards and
literature are no longer applicable. In the current quarter financial
statements, the Company will provide reference to both new and old guidance to
assist in understanding the impacts of recently adopted accounting literature,
particularly for guidance adopted since the beginning of the current fiscal year
but prior to the Codification.
F-6
REMUDA
INVESTMENT CORPORATION
(Formerly
known as ACCELERATED
ACQUISITIONS II, INC.)
A
Development Stage Company
NOTES TO FINANCIAL
STATEMENTS
SEPTEMBER 30,
2009
NOTE
3
|
- RECENT
ACCOUNTING PRONOUNCEMENTS
(Continued)
|
Subsequent
Events
(Included
in ASC 855 “Subsequent Events”, previously SFAS No. 165 “Subsequent
Events”)
ASC 855
established general standards of accounting for and disclosure of events that
occur after the balance sheet date, but before the financial statements are
issued or available to be issued (“subsequent events”). An entity is required to
disclose the date through which subsequent events have been evaluated and the
basis for that date. For public entities, this is the date the financial
statements are issued. ASC 855 does not apply to subsequent events or
transactions that are within the scope of other GAAP and did not result in
significant changes in the subsequent events reported by the Company. ASC 855
became effective for interim or annual periods ending after June 15, 2009
and did not impact the Company’s consolidated financial statements. The Company
evaluated for subsequent events through November 12, 2009, the issuance
date of the Company’s financial statements.
F-7
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of
Operations.
Accelerated
Acquisitions II, Inc. (“we”, “us”, “our”, the "Company" or the "Registrant") was
incorporated in the State of Delaware on February 15, 2008. On August 14, 2009,
the Company changed its name to Remuda Investment Corporation. From
its inception until September 1, 2009, the Company was been engaged in
organizational efforts and obtaining initial financing. The Company was
initially formed as a vehicle to pursue a business combination, however, we were
able only to make minimal efforts to identify a possible business combination.
On September 1, 2009, the Company determined to change its business
plan. The Company now intends to invest in mortgage loans
throughout the United States. The Company also intends to purchase performing,
sub-performing and non-performing commercial and residential mortgages at
discounts from face value, but there is no guarantee that it may be able to do
so. The Company’s then intends to liquidate the mortgages.
Results of
Operations
For the
three months ending September 30, 2009, the Company had no revenues and incurred
general and administrative expenses of $1.304.
For the
nine months ending September 30, 2009, the Company had no revenues and incurred
general and administrative expenses of $5,089.
For the
period from inception (February 15, 2008) through September 30, 2009, the
Company had no activities that produced revenues from operations and had a net
loss of $(15,475), due to legal, accounting, audit and other professional
service fees incurred in relation to the formation of the Company and the filing
of the Company’s Registration Statement on Form 10 filed in March 2008 and other
SEC-related compliance matters..
Liquidity
and Capital Resources
As of
September 30, 2009, the Company had assets equal to $691 comprised exclusively
of cash. The Company had current liabilities of $8,616 as of September 30,
2009.
The
following is a summary of the Company's cash flows from operating, investing,
and financing activities:
For the
Cumulative Period from Inception (February 15, 2008) through September 30,
2009
$
|
(10,959
|
)
|
||
Investing
activities
|
-
|
|||
Financing
activities
|
$
|
11,650
|
||
Net
effect on cash
|
$
|
691
|
The
Company has nominal assets and has generated no revenues since inception. The
Company is also dependent upon the receipt of capital investment or other
financing to fund its ongoing operations and to execute its business plan of
seeking a combination with a private operating company. If continued funding and
capital resources are unavailable at reasonable terms, the Company may not be
able to implement its plan of operations.
Plan
of Operations
The
Company currently does not engage in any business activities that provide cash
flow. The costs of investigating and analyzing business combinations for the
next 12 months and beyond such time will be paid with money in our
treasury.
1
During
the next twelve months we anticipate incurring costs related to:
(i)
|
filing of reports under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and
|
(ii)
|
consummating an
acquisition.
|
We
believe we will be able to meet these costs through use of funds in our
treasury, through deferral of fees by certain service providers and additional
amounts, as necessary, to be loaned to or invested in us by our sole
stockholder, management or other investors.
The
Company may consider a business which has recently commenced operations, is a
developing company in need of additional funds for expansion into new products
or markets, is seeking to develop a new product or service, or is an established
business which may be experiencing financial or operating difficulties and is in
need of additional capital. In the alternative, a business combination may
involve the acquisition of, or merger with, a company which does not need
substantial additional capital, but which desires to establish a public trading
market for its shares, while avoiding, among other things, the time delays,
significant expense, and loss of voting control which may occur in a public
offering.
Since our
Registration Statement on Form 10SB became effective, our officers and sole
director have had limited contact or discussions with representatives of other
entities regarding a business combination with us. Any target business that is
selected may be a financially unstable company or an entity in its early stages
of development or growth, including entities without established records of
sales or earnings. In that event, we will be subject to numerous risks inherent
in the business and operations of financially unstable and early stage or
potential emerging growth companies. In addition, we may effect a business
combination with an entity in an industry characterized by a high level of risk,
and, although our management will endeavor to evaluate the risks inherent in a
particular target business, there can be no assurance that we will properly
ascertain or assess all significant risks.
The
Company anticipates that the selection of a business combination will be complex
and extremely risky. Because of general economic conditions, rapid technological
advances being made in some industries and shortages of available capital, our
management believes that there are numerous firms seeking even the limited
additional capital which we will have and/or the perceived benefits of becoming
a publicly traded corporation. Such perceived benefits of becoming a publicly
traded corporation include, among other things, facilitating or improving the
terms on which additional equity financing may be obtained, providing liquidity
for the principals of and investors in a business, creating a means for
providing incentive stock options or similar benefits to key employees, and
offering greater flexibility in structuring acquisitions, joint ventures and the
like through the issuance of stock. Potentially available business combinations
may occur in many different industries and at various stages of development, all
of which will make the task of comparative investigation and analysis of such
business opportunities extremely difficult and complex.
Off-Balance
Sheet Arrangements
The
Company does not have any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on the Company’s financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that is
material to investors.
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide information required by this Item.
2
Item 4A(T). CONTROLS AND
PROCEDURES
a. Evaluation
of Disclosure Controls and Procedures
Our
management, with the participation of our Chief Executive Officer and Chief
Financial Officer, evaluated the effectiveness of our disclosure controls and
procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of
1934), as of the end of the period covered by this Quarterly Report on Form
10-Q. Based on that evaluation, our Chief Executive Officer and Chief
Financial Officer concluded that our disclosure controls and procedures were not
effective to ensure that information we are required to disclose in reports that
we file or submit under the Securities Exchange Act of 1934 (i) is recorded,
processed, summarized and reported within the times periods specified in the
Securities and Exchange Commission rules and forms and (ii) is accumulated and
communicated to our management, including our Chief Executive Officer and Chief
Financial Officer, as appropriate to allow timely decisions regarding required
disclosure. It was determined that such controls and procedures were
not effective because the Company failed to provide an evaluation of its
disclosure controls and procedures in its originally filed Form 10-Q for the
period ended September 30, 2009 in accordance with Item 307 of Regulation S-K.
While the omission was an oversight, the Company recognizes that the failure to
make the required disclosure could be indicative of an overall ineffectiveness
in the Company’s disclosure controls and procedures in general. As a
result, the mere fact that the disclosure required by Item 307 was not made
requires that the Company conclude that for the period reported such controls
were not effective.
Remediation
Measures. The Company has now re-examined its disclosure
controls and procedures to ensure that such examination is carried out on a
going forward basis in the manner required by Rule 13a-15 and thereafter
reported in accordance with Item 307.
Changes in Internal
Control Over Financial Reporting
There
were no changes (including corrective actions with regard to significant
deficiencies or material weaknesses) in our internal controls over financial
reporting that occurred during the third quarter of fiscal 2009 that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.
PART II — OTHER
INFORMATION
Item
1. Legal Proceedings.
To the
best knowledge of the sole officer and sole director, the Company is not a party
to any legal proceeding or litigation.
Item 2. Unregistered Sales of Equity
Securities and Use of Proceeds. None.
Item 3. Defaults Upon Senior
Securities. None.
Item 4. Submission of Matters to a
Vote of Security Holders. None.
Item 5. Other
Information.
On June
5, 2009, we had a change in control of the Company when Robert M. Dunn and
Ronald C. Redd (“Purchasers”) each agreed to acquire 11,250,000 shares of the
Company’s common stock par value $0.0001 (22,500,000 shares in the aggregate)
for a price of $0.0001 per share. At the same time, Accelerated
Venture Partners, LLC agreed to tender 2,000,000 of their 5,000,000 shares of
the Company’s common stock par value $0.0001 for
cancellation. Following these transactions, each of Messrs. Dunn and
Rudd owned 44.1% of the Company’s 25,500,000 issued and outstanding shares of
common stock par value $0.0001 and the interest of Accelerated Venture Partners,
LLC was reduced to approximately 11.8% of the total issued and outstanding
shares. Simultaneously with the share purchase, Timothy Neher
resigned from the Company’s Board of Directors (to be effective 10 days
following the mailing of a Schedule 14f-1 to the Company’s shareholders) and
Messrs. Dunn and Redd were simultaneously appointed to the Company’s Board of
Directors.
3
On August
14, 2009, the Corporation changed its name from Accelerated Acquisitions II,
Inc. to Remuda Investment Corporation.
On
September 1, 2009, the Company determined to change its business
plan. The Company now intends to invest in mortgage loans
throughout the United States. The Company also intends to purchase performing,
sub-performing and non-performing commercial and residential mortgages at
discounts from face value, but there is no guarantee that it may be able to do
so. The Company’s then intends to liquidate the mortgages. The
Company also intends to provide short-term funding to developers,
contractors, etc. while securing a first lien on collateral, which always takes
the form of real property.
Item
6. Exhibits.
Exhibit
No.
|
Description
|
|
31.1
|
Certification of the Company’s
Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002, with respect to the registrant’s Quarterly Report on Form
10-Q for the quarter ended September 30, 2009.
|
|
31.2
|
Certification
of the Company’s Principal Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly
Report on Form 10-Q for the quarter ended September 30,
2009
|
|
32.
|
Certification
of the Company’s Principal Executive Officer and Principal Financial
Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes Oxley Act of
2002.
|
4
SIGNATURES
In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Dated:
January 20, 2010
|
||
REMUDA
INVESTMENT CORPORATION
|
||
By:
|
/s/ Robert M.
Dunn
|
|
Robert
M. Dunn
|
||
President,
Principal Executive Officer
|
REMUDA
INVESTMENT CORPORATION
|
||
By:
|
/s/ Ronald C. Redd
|
|
Ronald
C. Redd
|
||
Treasurer,
Principal Financial
Officer
|
5
EXHIBIT
INDEX
Exhibit
No.
|
Description
|
|
31.1
|
Certification
of the Company’s Principal Executive Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly
Report on Form 10-Q for the quarter ended September 30,
2009.
|
|
31.2
|
Certification
of the Company’s Principal Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly
Report on Form 10-Q for the quarter ended September 30,
2009
|
|
32.
|
Certification
of the Company’s Principal Executive Officer and Principal Financial
Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes Oxley Act of
2002.
|
6