Attached files
| file | filename |
|---|---|
| 8-K - ACCELERATED ACQUISITIONS III INC | v182581_8k.htm |
| EX-10.1 - ACCELERATED ACQUISITIONS III INC | v182581_ex10-1.htm |
EXHIBIT
99.1
Report
of Independent Registered Public Accounting Firm
Board of
Directors and Stockholders
We have
audited the accompanying balance sheets of CLS Capital Group, Inc. (fka
Accelerated Acquisitions III, Inc.) (a development stage company) as of December
31, 2009 and December 31, 2008 and the related statements of operations,
stockholder's deficiency and cash flows for the year ended December 31, 2009,
the period from inception (April 29, 2008) to December 31, 2008 and the period
from inception (April 29, 2008) to December 31, 2009. 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 audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audits included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also 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. We believe that our
audits provide a reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of (a development stage
company) as of December 31, 2009 and December 31, 2008 and the results of its
operations and its cash flows for the year ended December 31, 2009, the period
from inception (April 29, 2008) to December 31, 2008 and the period from
inception (April 29, 2008) to December 31, 2009 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 incurred a loss since inception, has a net
accumulated deficit and may be unable to raise further equity. These factors
raise 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.
/s/
Paritz & Co, PA
Hackensack,
New Jersey
March 30,
2010
CLS
CAPITAL GROUP, INC.
(Formerly
known as ACCELERATED
ACQUISITIONS III, INC.)
A
Development Stage Company
BALANCE
SHEETS
|
December
31
|
December
31,
|
|||||||
|
2009
|
2008
|
|||||||
|
(audited)
|
(audited)
|
|||||||
|
ASSETS
|
||||||||
|
CURRENT
ASSETS:
|
||||||||
|
Cash
|
$ | 120 | $ | 2,000 | ||||
|
TOTAL
ASSETS
|
$ | 120 | $ | 2,000 | ||||
|
LIABILITIES
AND STOCKHOLDER’S DEFICIT
|
||||||||
|
CURRENT
LIABILITIES
|
||||||||
|
Accrued
expenses
|
$ | 4,681 | $ | 1,256 | ||||
|
Shareholder
advances
|
1,526 | - | ||||||
|
TOTAL
LIABILITIES
|
$ | 6,207 | $ | 1,256 | ||||
|
STOCKHOLDER’S
EQUITY (DEFICIT):
|
||||||||
|
Preferred
stock, $.0001 par value; 10,000,000 shares authorized; none issued and
outstanding
|
- | - | ||||||
|
Common
stock, $.0001 par value; 100,000,000 shares authorized; 18,250,000 and
5,000,000 shares issued and outstanding at December 31, 2009 and December
31, 2008, respectively
|
1,825 | 500 | ||||||
|
Additional
paid-in capital
|
3,875 | 3,500 | ||||||
|
Deficit
accumulated during the development stage
|
(10,087 | ) | (3,256 | ) | ||||
| (4,387 | ) | 744 | ||||||
|
Stock
subscription receivable
|
(1,700 | ) | - | |||||
|
TOTAL
STOCKHOLDER’S EQUITY (DEFICIT)
|
(6,087 | ) | 744 | |||||
|
TOTAL
LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIT)
|
$ | 120 | $ | 2,000 | ||||
See
accompanying notes to financial statements.
CLS
CAPITAL GROUP, INC.
(Formerly
known as ACCELERATED
ACQUISITIONS III, INC.)
(A
Development Stage Company)
Statements
of Operations
|
Fiscal Year
Ended
December 31,
2009
|
Fiscal Year
Ended
December 31,
2008 (*)
|
April 29, 2008
(Inception)
Through
December 31,
2009
|
||||||||||
|
Revenues
|
$ | - | $ | - | $ | - | ||||||
|
Operating
Expenses
|
||||||||||||
|
General
and administrative
|
6,831 | 3,256 | 8,831 | |||||||||
|
Net
Operating Expenses
|
6,831 | 3,256 | 8,831 | |||||||||
|
Net
Loss
|
$ | (6,831 | ) | $ | (3,256 | ) | $ | (8,831 | ) | |||
|
Basic
earnings (loss) per share—Basic and Diluted
|
$ | (0.00 | ) | $ | (0.00 | ) | ||||||
|
Weighted
average number of common shares outstanding
|
5,108,904 | 5,000,000 | ||||||||||
(*) Partial
year from April 29, 2008 (Date of Inception) to December 31, 2008
see
accompanying notes to financial statements
CLS
CAPITAL GROUP, INC.
(Formerly
known as ACCELERATED
ACQUISITIONS III, INC.)
(A
Development Stage Company)
STATEMENTS OF STOCKHOLDER’S
DEFICIENCY
|
|
Preferred Stock
|
Common Stock
|
Additional
Paid-in
|
(Deficit)
Accumulated
During the
Development
|
Stockholder’s
|
|||||||||||||||||||||||
|
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Stage
|
Deficit
|
|||||||||||||||||||||
|
BALANCE
AT INCEPTION (APRIL 29, 2008)
|
-
|
$
|
-
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||||||||||
|
Issuance
of common stock
|
-
|
-
|
5,000,000
|
500
|
3,500
|
-
|
4,000
|
|||||||||||||||||||||
|
Net
(loss)
|
-
|
-
|
-
|
-
|
-
|
(3,256
|
)
|
(3,256
|
)
|
|||||||||||||||||||
|
BALANCE
AT DECEMBER 31, 2008
|
-
|
$
|
-
|
5,000,000
|
$
|
500
|
$
|
3,500
|
$
|
(3,256
|
)
|
$
|
744
|
|||||||||||||||
|
Issuance
of common stock
|
-
|
-
|
17,000,000
|
1,700
|
-
|
-
|
1,700
|
|||||||||||||||||||||
|
Cancellation
of common stock
|
-
|
-
|
(3,750,000
|
)
|
(375
|
)
|
375
|
-
|
-
|
|||||||||||||||||||
|
Stock
subscription receivable
|
-
|
-
|
-
|
-
|
-
|
-
|
(1,700
|
)
|
||||||||||||||||||||
|
Net
(loss)
|
-
|
-
|
-
|
-
|
-
|
(6,831
|
)
|
(6,831
|
)
|
|||||||||||||||||||
|
|
||||||||||||||||||||||||||||
|
BALANCE
AT DECEMBER 31, 2009
|
-
|
$
|
-
|
18,250,000
|
$
|
1,825
|
$
|
3,875
|
$
|
(10,087
|
)
|
$
|
(6,087
|
)
|
||||||||||||||
See
notes to financial statements.
CLS
CAPITAL GROUP, INC.
(Formerly
known as ACCELERATED
ACQUISITIONS III, INC.)
A
Development Stage Company
STATEMENTS OF CASH
FLOWS
|
For the Fiscal
Year ended
December 31,
2009
|
For the
Fiscal
year
ended
December
31,
2008 (*)
|
For the
Cumulative
Period from
Inception
(April 29,
2008) through
December 31,
2009
|
||||||||||
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||||
|
Net
(loss)
|
$ | (3,492 | ) | (3,256 | ) | $ | (8,052 | ) | ||||
|
Increase
(decrease) in accounts payable
|
956 | 1,256 | 3,346 | |||||||||
|
Net
cash used by operating activities
|
(2,506 | ) | (2,000 | ) | (4,706 | ) | ||||||
|
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||||
|
Proceeds
from the issuance of common stock
|
1,700 | 4,000 | 5,700 | |||||||||
|
Cancellation
of common stock
|
(375 | ) | - | (375 | ) | |||||||
|
Additional
paid-in capital
|
375 | - | 375 | |||||||||
|
Stock
subscription receivable
|
(1700 | ) | - | (1,700 | ) | |||||||
|
Shareholder
Advances
|
626 | - | 826 | |||||||||
|
Net
cash provided by financing activities
|
626 | 4,000 | 4,826 | |||||||||
|
NET
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
|
(1,880 | ) | 2,000 | 120 | ||||||||
|
Cash
and cash equivalents at beginning of period
|
2,000 | - | - | |||||||||
|
CASH
AND CASH EQUIVALENTS AT END OF PERIOD
|
$ | 120 | 2,000 | $ | 120 | |||||||
(*) Partial
year from April 29, 2008 (Date of Inception) to December 31, 2008
See
accompanying notes to financial statements.
CLS
CAPITAL GROUP, INC.
(Formerly
known as ACCELERATED
ACQUISITIONS III, INC.)
A
Development Stage Company
NOTES TO FINANCIAL
STATEMENTS
DECEMBER 31,
2009
NOTE
1 ORGANIZATION
AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
(a) Organization
and Business:
CLS
Capital Group, Inc. (formerly known as Accelerated Acquisitions III, Inc.) (“the
Company”) was incorporated in the state of Delaware on April 29, 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 December 29, 2009, the Company
changed its name to CLS Capital Group, Inc..
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, 2009 and the Company’s Registration Statement on
Form 10.
(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 $10,087, used cash from operations of $4,706 since its inception, and has
negative working capital of $6,087 at December 31, 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.
CLS
CAPITAL GROUP, INC.
(Formerly
known as ACCELERATED
ACQUISITIONS III, INC.)
A
Development Stage Company
NOTES TO FINANCIAL
STATEMENTS
DECEMBER 31,
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. The Company had no cash equivalents at December 31,
2009
(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.
CLS
CAPITAL GROUP, INC.
(Formerly
known as ACCELERATED
ACQUISITIONS III, INC.)
A
Development Stage Company
NOTES TO FINANCIAL
STATEMENTS
DECEMBER 31,
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 April
29, 2008, the Company issued 5,000,000 shares of Common stock at a purchase
price of $.0008 per share, for an aggregate purchase price of
$4,000.00.
On
December 29, 2009, Redell Vincent Napper II and Reynaldo Uballe, Jr. each agreed
to acquire 8,500,000 shares of the Company’s common stock par value $0.0001
(17,000,000 shares in the aggregate) for a price of $0.0001 per
share. At the same time, Accelerated Venture Partners, LLC agreed to
tender 3,750,000 of their 5,000,000 shares of the Company’s common stock par
value $0.0001 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 year ended
December 31, 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.
CLS
CAPITAL GROUP, INC.
(Formerly
known as ACCELERATED
ACQUISITIONS III, INC.)
A
Development Stage Company
NOTES TO FINANCIAL
STATEMENTS
DECEMBER 31,
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 March 15, 2010, the issuance date of the
Company’s financial statements.