ANGEL ACQUISITION CORP. - FORM 10-Q

Attached files

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EX-32 - ANGEL ACQUISITION CORP.	ex32.htm
EX-31 - ANGEL ACQUISITION CORP.	ex31.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-Q


(MARK ONE)
x	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended September 30, 2010

OR

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
	For the transition period from ______________ to ______________

Commission File Number: 000-32829

ANGEL ACQUISITION CORP.

(Exact name of small business issuer in its charter)


Nevada	06-1588136
(State of incorporation)	(IRS Employer ID Number)

1802 N. Carson Street, Suite 212-3018, Carson City, Nevada	89701
(Address of principal executive offices)	(Zip Code)

(775) 887-0670

(Issuer's telephone number)

N/A
(Former name, 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 ¨

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 ¨	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company x

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

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of November 15, 2010, the issuer had 7,755,908,229 shares of its common stock issued and outstanding.

Transitional Small Business Disclosure Format (check one): Yes o No x

Table of Contents


		Page
PART I FINANCIAL INFORMATION

Item 1	Financial Statements	3
Item 2	Management’s Discussion and Analysis or Plan of Operation	15
Item 3	Quantitative and Qualitative Disclosures About Market Risk	20
Item 4	Controls and Procedures	23

PART II OTHER INFORMATION

Item 1	Legal Proceedings	23
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	23
Item 3	Defaults Upon Senior Securities	24
Item 4	[Reserved and Removed]	24
Item 5	Other Information	24
Item 6	Exhibits	24

Signatures		25

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

The accompanying unaudited interim consolidated financial statements of Angel Acquisition Corp. ("Angel") have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in Angel’s Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.

ANGEL ACQUISITION CORP.

CONSOLIDATED BALANCE SHEETS


		September 30, 2010 (unaudited)		December 31, 2009 (audited)
Assets Current assets
Cash and cash equivalents	$	329	$	13,144
Prepaid expenses		23,599		-
		23,928		13,144

Property, plant and equipment, net		1,235,213		1,254,402
Property held for resale		496,000		496,000

Total assets		1,755,141		1,763,546

Liabilities and Stockholders' Deficit
Current liabilities
Notes payable		1,422,397		1,572,588
Accounts payable		55,269		11,093
Accrued derivative liability		-		280,293
Due to related party		191,538		480,878
Total current liabilities		1,669,204		2,344,852

Notes payable, net of current maturities		496,000		1,224,508

Total liabilities		2,165,204		3,569,360

Stockholders' equity (deficit)
Series A preferred stock, $.00001 par value, 10,000,000 shares authorized, 4,335,000 and 4,335,000 shares issued and outstanding, respectively		43		43
Series B preferred stock $.00001 par value, 50,000,000 shares authorized 30,000,000 and 30,000,000 shares issued and outstanding, respectively		300		300
Series C preferred stock, $.00001 par value, 30,000,000 shares authorized, no shares issued and outstanding, respectively		-		-
Common stock, 15,900,000,000 shares authorized, par value $.00001, 7,755,908,229 and 3,923,408,229 shares issued and outstanding, respectively		77,559		39,234
Additional paid-in capital		19,526,409		19,431,562
Accumulated deficit		(20,014,374)		(21,276,953)
Total stockholders' equity (deficit)		(410,063)		(1,805,814)


Total liabilities and stockholders' equity	$	1,755,141	$	1,763,546

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

ANGEL ACQUISITION CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009

(UNAUDITED)


	For the Nine Months Ended September 30,		For the Three Months Ended September 30,
	2010	2009	2010	2009


Revenue	$ 100,284	$ 133,040	$ 23,976	$ 38,284
Cost of goods sold	49,701	143,181	7,980	80,831

Gross profit	50,583	(10,141)	15,996	(42,547)

Operating expenses:
General and administrative	106,881	73,783	33,079	27,092
Facilities and rent	934	72,813	934	23,047
Consulting, legal and
Professional	79,250	401,724	9,222	166,676
Total operating expenses	187,065	548,320	43,235	216,815

Gain (loss) from operations	(136,482)	558,461	(27,239)	(259,362)

Other income or (expense)
Interest expense	(180,333)	(103,847)	(22,740)	(43,505)

Forgiveness of Debt	1,579,394	1,350,901	-	37,899


Net Profit (Loss)	$ 1,262,579	$ 688,593	$ (49,979)	$ (264,968)

Common shares outstanding - basic	6,087,905,486	1,812,351,482	7,755,900,000	1,456,543,067

Net loss per share	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)

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

ANGEL ACQUISITION CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009

(UNAUDITED)


	For the Nine Months Ended
	September 30,
	2010	2009
Cash flows from operating activities
Net income (loss) for the period	$ 1,262,579	$ 688,593
Forgiveness of Debt	(1,579,394)	-
Adjustments to reconcile net (loss) to
net cash (used) by operating activities:
Depreciation	19,190	19,278
Common stock issued	133,172	735,572
Accrued Derivative liability	(280,293)	(1,350,900)
Changes in operating assets and liabilities:
(Increase) decrease in prepaid
expenses/other	(23,599)	69,709
(Increase ) in notes receivable	-	154,477
Increase in accounts payable and accrued
Expenses	44,176	41,076
Net cash (used) by operating activities	(424,169)	357,805

Cash flows from investing activities
Purchase of property	-	(496,000)
Net cash (used) by investing activities	-	(496,000)

Cash flows from financing activities
Proceeds from note payable	20,000	-
Proceeds from related party	161,450	144,247
Payment of debt	(20,900)	-
Increase in debt	250,804	-
Cash overdraft	-	(5.103)
Net cash provided by financing activities	411,354	139,144

Net increase (decrease) in cash	(12,815)	949
Cash – beginning	13,144	-
Cash – ending	$ 329	$ 949

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

ANGEL ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED

SEPTEMBER 30, 2010

(UNAUDITED)

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Angel Acquisition Corp. (the “Company”) was incorporated under the laws of the state of Nevada on March 10, 1999 under the name Palomar Enterprises, Inc. On February 5, 2008 the Company changed its name to Angel Acquisition Corp. to properly reflect the change in business direction.

The Company assists private companies in the process of going public as well as being a licensed mortgage broker and developer.

During the quarter ended September 30, 2010 the Company formed a wholly owned subsidiary, Biogeron, Inc. All intercompany transactions have been eliminated in consolidation.

NOTE 2 - PREPARATION OF FINANCIAL STATEMENTS

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company's system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented The Company is in the real estate development and mortgage business employing 13 real estate brokers.

NOTE 3 - GOING CONCERN UNCERTAINTY

The Company has been unable to generate sufficient operating revenues and has incurred operating losses.

The Company is operating as a mortgage broker and real estate developer. However, the Company is dependent upon the available cash on hand and either future sales of securities or upon its current management and/or advances or loans from controlling shareholders or corporate officers to provide sufficient working capital.

The Company has now changed its direction and while continuing in the mortgage business is now concentrating on taking private companies public.

There is no assurance that the Company will be able to obtain additional funding through the sales of additional securities or, that such funding, if available, will be obtained on terms favorable to or affordable by the Company. It is the intent of management and controlling shareholders to provide sufficient working capital necessary to support and preserve the integrity of the corporate entity.

In addition the Company has defaulted on two loan agreements with two lending institutions one of which in October 2010 filed an intent to accelerate the Company’s $494,099 credit line. This action accelerated the $494,099 balance becoming due in full. On November 16, 2010, Wells Fargo Bank filed a dismissal in connection with the intent to accelerate and has agreed to a loan modification. As of the date hereof the terms of the loan modification have not yet been finalized.

However, there is no legal obligation for either management and/or controlling shareholders to provide such additional funding.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

The consolidated financial statements do not include any adjustments that might result from this uncertainty.

NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1. Cash and cash equivalents

The Company considers all cash on hand and in banks, including accounts in book overdraft positions, certificates of deposit and other highly- liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents.

2. Research and development expenses

Research and development expenses are charged to operations as incurred. There were no research and development costs incurred in the periods.

3. Advertising expenses

Advertising and marketing expenses are charged to operations as incurred there were no expenses incurred in the periods.

4. Revenue recognition

The Company generates revenue from the sale of real estate, brokerage commissions, rental properties and mortgage loan originations. Revenues from real estate sales and commissions are recognized on execution of the sales contract. The Company records gross commissions on the sales of properties closed. The Company pays the broker of record five percent of all transactions and 100 percent of personal sales. This is in accordance with standard procedures. The Company compensates its independent agents on a sliding scale between 70 and 80 percent based on productivity. The Company also recognizes sales when it sells properties that have been held for sale when their renovation is complete. Revenue is recognized at "closing".

The Company has not recognized any revenue from its new business plan.

5. Income Taxes

The Company utilizes the asset and liability method of accounting for income taxes. Temporary differences represent differences in the recognition of assets and liabilities for tax and financial reporting purposes, primarily accumulated depreciation and amortization.

As of December 31, 2009, the deferred tax asset is related solely to the Company's net operating loss carry forward and is fully reserved.

6. Earnings (loss) per share

Basic earnings (loss) per share are computed by dividing the net income (loss) by the weighted-average number of shares of common stock and common stock equivalents (primarily outstanding options and warrants). Common stock equivalents represent the dilutive effect of the assumed exercise of the outstanding stock options and warrants, using the treasury stock method. The calculation of fully diluted earnings (loss) per share assumes the dilutive effect of the exercise of outstanding options and warrants at either the beginning of the respective period presented or the date of issuance, whichever is later. As of December 31, 2009, the Company's outstanding warrants are considered anti-dilutive.

7. Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the accounting period. Actual results could differ from those estimates.

RECENT ACCOUNTING PRONOUNCEMENTS

In March 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-11 (ASU 2010-11), “Derivatives and Hedging (Topic 815): Scope Exception Related to Embedded Credit Derivatives.” The amendments in this Update are effective for each reporting entity at the beginning of its first fiscal quarter beginning after June 15, 2010. Early adoption is permitted at the beginning of each entity’s first fiscal quarter beginning after issuance of this Update. The Company does not expect the provisions of ASU 2010-11 to have a material effect on the financial position, results of operations or cash flows of the Company.

In February 2010, the FASB Accounting Standards Update 2010-10 (ASU 2010-10), “Consolidation (Topic 810): Amendments for Certain Investment Funds.” The amendments in this Update are effective as of the beginning of a reporting entity’s first annual period that begins after November 15, 2009 and for interim periods within that first reporting period. Early application is not permitted. The Company’s adoption of provisions of ASU 2010-10 did not have a material effect on the financial position, results of operations or cash flows.

In February 2010, the FASB issued ASU No. 2010-09 “Subsequent Events (ASC Topic 855) “Amendments to Certain Recognition and Disclosure Requirements” (“ASU No. 2010-09”). ASU No. 2010-09 requires an entity that is an SEC filer to evaluate subsequent events through the date that the financial statements are issued and removes the requirement for an SEC filer to disclose a date, in both issued and revised financial statements, through which the filer had evaluated subsequent events. The adoption did not have an impact on the Company’s financial position and results of operations.

In January 2010, the FASB issued an amendment to ASC 820, Fair Value Measurements and Disclosure, to require reporting entities to separately disclose the amounts and business rationale for significant transfers in and out of Level 1 and Level 2 fair value measurements and separately present information regarding purchase, sale, issuance, and settlement of Level 3 fair value measures on a gross basis. This standard, for which the Company is currently assessing the impact, is effective for interim and annual reporting periods beginning after December 15, 2009 with the exception of disclosures regarding the purchase, sale, issuance, and settlement of Level 3 fair value measures which are effective for fiscal years beginning after December 15, 2010.

In January 2010, the FASB issued an amendment to ASC 505, Equity, where entities that declare dividends to shareholders that may be paid in cash or shares at the election of the shareholders are considered to be a share issuance that is reflected prospectively in EPS, and is not accounted for as a stock dividend. This standard is effective for interim and annual periods ending on or after December 15, 2009 and is to be applied on a retrospective basis. The adoption of this standard is not expected to have a significant impact on the Company’s financial statements.

In October 2009, the FASB issued an amendment to the accounting standards related to certain revenue arrangements that include software elements. This standard clarifies the existing accounting guidance such that tangible products that contain both software and non-software components that function together to deliver the product’s essential functionality, shall be excluded from the scope of the software revenue recognition accounting standards. Accordingly, sales of these products may fall within the scope of other revenue recognition standards or may now be within the scope of this standard and may require an allocation of the arrangement consideration for each element of the arrangement. This standard, for which the Company is currently assessing the impact, will become effective on January 1, 2011.

In October 2009, FASB issued an amendment to the accounting standards related to the accounting for revenue in arrangements with multiple deliverables including how the arrangement consideration is allocated among delivered and undelivered items of the arrangement. Among the amendments, this standard eliminated the use of the residual method for allocating arrangement considerations and requires an entity to allocate the overall consideration to each deliverable based on an estimated selling price of each individual deliverable in the arrangement in the absence of having vendor-specific objective evidence or other third party evidence of fair value of the undelivered items. This standard also provides further guidance on how to determine a separate unit of accounting in a multiple-deliverable revenue arrangement and expands the disclosure requirements about the judgments made in applying the estimated selling price method and how those judgments affect the timing or amount of revenue recognition. This standard, for which the Company is currently assessing the impact, will become effective on January 1, 2011.

In August 2009, FASB issued an amendment to the accounting standards related to the measurement of liabilities that are recognized or disclosed at fair value on a recurring basis. This standard clarifies how a company should measure the fair value of liabilities and that restrictions preventing the transfer of a liability should not be considered as a factor in the measurement of liabilities within the scope of this standard. This standard is effective for the Company on October 1, 2009. The adoption of this amendment did not have a material effect on the Company’s financial statements.

On September 30, 2009, the Company adopted changes issued by the Financial Accounting Standards Board (FASB) to the authoritative hierarchy of GAAP. These changes establish the FASB Accounting Standards Codification (Codification) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The FASB will no longer issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts; instead the FASB will issue Accounting Standards Updates. Accounting Standards Updates will not be authoritative in their own right as they will only serve to update the Codification. These changes and the Codification itself do not change GAAP. Other than the manner in which new accounting guidance is referenced, the adoption of these changes had no impact on the Company’s financial statements.

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

NOTE 5 - FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amount of cash, notes receivable, accounts payable, accrued liabilities and notes payable, as applicable, approximates fair value due to the short-term nature of these items. The fair value of the related party notes payable cannot be determined because of the Company's affiliation with the parties with whom the agreements exist. The use of different assumptions or methodologies may have a material effect on the estimates of fair values.

NOTE 6 - RELATED PARTY TRANSACTIONS

The Company at September 30, 2010 is indebted to its officer in the amount of $191,538 in loans, terms are without interest and payable on demand. Accrued salaries of $295,000 at March 31, 2010 were forgiven.

During the quarter ending June 30, 2010, 1,600,000,000 shares were issued for officer debt reduction totaling $107,490. These shares were issued based upon the exemption from registration found in Section 4(2) of the Securities Act.

NOTE 7 – PROPERTY

Property and equipment consisted of the following at September 30, 2010:


Building	$ 1,395,612
Office equipment	27,080
Total	1,422,692
Less: Accumulated depreciation	(187,479)
Property & equipment, net	$ 1,235,213

Assets are being depreciated from five to forty years using the straight line method.

NOTE 8 - OTHER ASSETS-PROPERTY HELD FOR RESALE

In April of 2009 the Company reacquired a residential property for sale and assumed the mortgage. The value of the property has been recorded at its appraised value which equals the amount of mortgage of $496,000 as the property is held for sale the Company is not depreciating the asset.

NOTE 9 - NOTES PAYABLE

Notes payable at September 30, 2010 are comprised of the following:


Note payable to lending institution, original balance of $980,000 interest at 7.5% per annum. Requires monthly principal and interest payments of 6,852 through 2034. Collateralized by building. This agreement was modified in February 2009 to monthly payments of $4,100 all of which goes toward interest. This loan is now in default as the Company is not meeting the obligation of $4,100 per month. This has caused the note to become a current obligation		873,498

Mortgage payable secured by a building, 7.875% interest only for ten years-		496,000

Convertible note to investors past due 20% interest		54,800

Credit line from a bank up to 500,000 interest only at one percent over prime. This obligation is in default and the lending institution has commenced litigation.		494,099

	Total	1,918,397

	Less current portion	1,422,397
	Total long-term portion	496,000

NOTE 10 - LEASES

Our corporate headquarters are located in Carson City, Nevada, whereby we lease space for approximately $100 a month. The lease is scheduled to expire on December 31, 2010.

NOTE 11 - DERIVATIVE LIABILITY

The Company is accounting for the conversion option in the Convertible Note and the conversion price in the Securities Purchase Agreement and the associated warrants as derivative liabilities in accordance with FASB ASC Topic regarding, “Accounting for Derivative Instruments and Hedging Activities” and FASB ASC Topic regarding “Accounting for Derivative Financial Instruments Indexed to and Potentially Settled in a Company’s Own Stock” due to the fact that the conversion feature and the warrants both have a variable conversion price.

The fair value of the Convertible Note was determined utilizing the Black-Scholes stock option valuation model. The significant assumptions used in the valuation are: the exercise price as noted above; the stock price as of September 30, 2010; expected volatility of 66%; risk free interest rate of approximately 4.50%; and a term of one year. As the debt related to this derivative calculation was forgiven the corresponding derivative has also been written off.

NOTE 12 – STOCKHOLDERS’ EQUITY

Preferred Stock

During the year ended December 31, 2009, the Company converted 100,000 shares of Series A preferred stock into 100,000,000 shares of common stock. These shares were issued based upon the exemption from registration found in Section 4(2) of the Securities Act.

In connection with Brent Fouch’s resignation from his position as Treasurer, Chief Financial Officer and Director of the Company effective January 26, 2009, Mr. Fouch returned 4,565,000 shares of Series A preferred stock beneficially to the Company’s treasury which was beneficially held by him.

Common Stock

During the quarter ended March 31, 2010, the Company issued 1,387,500,000 shares for debt reduction totaling $50,810 and cancelled 442,000,000 shares that had previously been issued during the year ended December 31, 2009 for debt reduction of $44,200. These shares were issued based upon the exemption from registration found in Section 4(2) of the Securities Act. In addition, during quarter ending March 31, 2010, the Company issued 385,000,000 shares for services valued at $38,500. These shares were issued under an S-8 registration statement.

During the quarter ended June 30, 2010, the Company issued 2,602,000,000 shares for debt reduction totaling $113,703 and cancelled 100,000,000 shares that had previously been issued during the quarter ended March 31, 2010 for debt reduction of $10,000. These shares were issued based upon the exemption from registration found in Section 4(2) of the Securities Act.

NOTE 13-DEBT FORGIVENESS

During the quarter ended June 30, 2010 convertible debt of $1,011,443 plus the related accrued derivative was forgiven by the note holder. In addition accrued salaries and payroll taxes due to the majority shareholder was also forgiven. The total amount equaled $1,579,394.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Information

Much of the discussion in this Item is "forward looking" as that term is used in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934. Actual operations and results may materially differ from present plans and projections due to changes in economic conditions, new business opportunities, changed business conditions, and other developments. Other factors that could cause results to differ materially are described in our filings with the Securities and Exchange Commission.

There are several factors that could cause actual results or events to differ materially from those anticipated, and include, but are not limited to general economic, financial and business conditions, changes in and compliance with governmental laws and regulations, including various state and federal environmental regulations, our ability to obtain additional financing from outside investors and/or bank and mezzanine lenders and our ability to generate sufficient revenues to cover operating losses and position us to achieve positive cash flow. Readers are cautioned not to place undue reliance on the forward- looking statements contained herein, which speak only as of the date hereof. We believe the information contained in this Form 10-Q to be accurate as of the date hereof. Changes may occur after that date. We will not update that information except as required by law in the normal course of its public disclosure practices. Additionally, the following discussion regarding our financial condition and results of operations should be read in conjunction with the financial statements and related notes contained in Item 1 of Part I of this Form 10-Q, as well as the financial statements in Item 8 of Part II of our Form 10-K for the fiscal year ended, December 31, 2009.

Company Overview

Angel Acquisition Corp. (the “Company”) presently has one subsidiary company, Biogeron, Inc. Angel Acquisition Corp. is a diversified asset management company that acquires and/or develops profitable companies. Angel Acquisition Corp. either obtains a majority of stock in each company they gain control of or, the company internally develops profitable enterprises. Through the acquisition and development of profitable companies and the expansion of internal divisions, Angel Acquisition Corp. has the ability to experience growth through diverse holdings. Companies turning large profits are analyzed and considered for acquisition.

On July 16, 2010, Angel Acquisition Corp. formed the new wholly owned subsidiary, BioGeron, Inc., a company formed under the laws of the state of Nevada. From inception (July 16, 2010) to November 1, 2010 BioGeron, Inc. entered into working contractual relationships and formulated its executive staff. BioGeron, Inc. began operations which consist of the procurement of materials, manufacture, packaging and distribution of Neutraceutical Supplements on November 1, 2010.

On August 24, 2010, the Company accepted the resignations of Peter Burns as a member of the Board of Directors and Steven Bonenberger as President of the Company. Mr. Bonenberger will continue to serve as Chief Executive Officer, Chief Financial Officer and Chairman of the Board of Directors. Effective on the same date the Company appointed Lew Graham as President, Chief Operating Officer and a member of the Board of Directors. In addition, the Company appointed Michael Edwards as a member of the Board of Directors.

On November 1, 2010, the Company accepted the resignation of Lew Graham as President of the Company. Mr. Graham will continue to serve as Chief Operating Officer and a member of the Board of Directors. Effective as of the same date, to fill the vacancy created by Mr. Graham’s resignation, the Board of Directors appointed Milton C. Ault, III as President.

As of the date here of, the Board of Directors consists of Steven Bonenberger, Lew Graham and Michael Edwards.

Angel Acquisition Corp. currently operates two divisions:

The Palomar Group: the financial services division.

Angels In Action: the micro-lending division.

Our Divisions

The Palomar Group is a full service, real estate and residential lending company.

We offer these programs:

Home Loans
Refinancing Opportunities
Discount Programs

We are staffed by top producing agents, and work with the country’s top lenders to expediently and efficiently exceed your expectations and meet your real estate and lending needs.

http://www.thepalomargroup.com

Angels in Action is committed to changing the direction of our nation’s local economies, one business at a time. We have built an online Microfinance community where entrepreneurs and patrons come together to form virtual business incubators. Our mission is to ensure that the entrepreneurial spirit on which our country was founded is able to flourish in the communities in which we live and work.

http://www.angelsinaction.tv

KEY PERSONNEL

Our future financial success depends to a large degree upon the effort of Mr. Bonenberger, our sole officer. Mr. Bonenberger has played a major role in developing and executing our business strategy. The loss of Mr. Bonenberger could have an adverse effect on our business and our chances for profitable operations. While we intend to employ additional management and marketing personnel in order to minimize the critical dependency upon any one person, there can be no assurance that we will be successful in attracting and retaining the persons needed. If we do not succeed in retaining and motivating our current employees and attracting new high quality independent agents, our business could be adversely affected.

We do not maintain key man life insurance on the life of Mr. Bonenberger.

OUR FINANCIAL RESULTS MAY BE AFFECTED BY FACTORS OUTSIDE OF OUR CONTROL

Our future operating results may vary significantly from quarter to quarter due to a variety of factors, many of which are outside our control. Our anticipated expense levels are based, in part, on our estimates of future revenues and may vary from our projections. We may be unable to adjust spending rapidly enough to compensate for any unexpected revenues shortfall. Accordingly, any significant shortfall in revenues in relation to our planned expenditures would materially adversely affect our business, operating results, and financial condition.

We cannot predict with certainty our revenues and operating results. Further, we believe that period-to-period comparisons of our operating results are not necessarily a meaningful indication of future performance.

CORPORATE OFFICES

Our executive office is located at: 2585 Pio Pico Carlsbad, CA 92008.

EMPLOYEES

We have one full-time employee and two independent agent working for the Company as of September 30, 2010. As we grow, we will need to attract an unknown number of additional qualified employees and independent agents. Although we have experienced no work stoppages and believe our relationships with our employees are good, we could be unsuccessful in attracting and retaining the persons needed. None of our employees are currently represented by a labor union. We expect to have a ready source of available labor to support our growth.

MARKETS AND MARKETING:

We currently have the following operating divisions:

Financial Services Division:

Focused upon mortgage and home loan origination, real state sales and client services, property acquisition and development. This division operates from the facility owned by us and located at 2585 Pio Pico Drive in Carlsbad, California. The division was established in the third fiscal quarter of 2003 and is currently operating and generating revenue. We currently have three independent real estate agents and loan brokers.

Micro-loan Division:

Angels in Action is committed to changing the direction of our nation’s local economies, one business at a time. We have built an online Microfinance community where entrepreneurs and patrons come together to form virtual business incubators. Our mission is to ensure that the entrepreneurial spirit on which our country was founded is able to flourish in the communities in which we live and work. For further reference, please visit:

http://www.angelsinaction.tv

We believe that building awareness of our company is important in expanding our customer base. We currently advertise over the Internet via our website, newspaper and direct mail. We also rely upon referrals from past and current customers, as well as from personal and professional contacts of our management and independent contractors. The recurring costs of our marketing efforts have risen commensurate with our revenue.

We cannot assure you that we will be successful in attracting new customers, or retaining the future business of existing customers. If we fail to attract and retain customers, we would be unable to generate revenues to support continuing operations.

Management's Plan of Operations

Results of Operations

Continuing operations

Revenue

Nine months ended September 30, 2010, compared to the nine months ended September 30, 2009. Total revenues were at $100,284 for the nine months ended September 30, 2010 compared to $133,040 for the prior period. Sales decrease is a result economic factors in the real estate industry as well as us beginning to concentrate on our new business plan.

Three months ended September 30, 2010, compared to the nine months ended September 30, 2009. Total revenues were at $23,976 for the three months ended September 30, 2010 compared to $38,284 for the prior period.

Total operating expenses for the nine months ended September 30, 2010 compared to 2009 decreased to $187,065 from $548,320 in the prior period. This decrease was a result of less payroll costs and general and administrative as we substantially reduced costs to only those of an essential element.

Net loss from operations for the nine months ended September 30, 2010 was $136,482 compared to a net gain of $548,320 and for the three month a net loss of $259,362 compared to $988,271.

Liquidity and Capital Resources

As of September 30, 2010, we had a deficiency in working capital of $1,645,273.

Critical Accounting Policies

The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and judgments that affect our reported assets, liabilities, revenues, and expenses, and the disclosure of contingent assets and liabilities. We base our estimates and judgments on historical experience and on various other assumptions we believe to be reasonable under the circumstances. Future events, however, may differ markedly from our current expectations and assumptions. While there are a number of significant accounting policies affecting our consolidated financial statements, we believe the following critical accounting policy involve the most complex, difficult and subjective estimates and judgments.

Stock-Based Compensation

In December 2002, the FASB issued SFAS No. 148 - Accounting for Stock-Based Compensation - Transition and Disclosure. This statement amends SFAS No. 123- Accounting for Stock-Based Compensation, providing alternative methods of voluntarily transitioning to the fair market value based method of accounting for stock based employee compensation. FAS 148 also requires disclosure of the method used to account for stock-based employee compensation and the effect of the method in both the annual and interim financial statements. The provisions of this statement related to transition methods are effective for fiscal years ending after December 15, 2002, while provisions related to disclosure requirements are effective in financial reports for interim periods beginning after December 31, 2002. We elected to continue to account for stock-based compensation plans using the intrinsic value-based method of accounting prescribed by APB No. 25, "Accounting for Stock Issued to Employees," and related interpretations. Under the provisions of APB No. 25, compensation expense is measured at the grant date for the difference between the fair value of the stock and the exercise price.

Recent Accounting Pronouncements

deliver the product’s essential functionality, shall be excluded from the scope of the software revenue recognition accounting standards. Accordingly, sales of these products may fall within the scope of other revenue recognition standards or may now be within the scope of this standard and may require an allocation of the arrangement consideration for each element of the arrangement. This standard, for which the Company is currently assessing the impact, will become effective on January 1, 2011.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES OF MARKET RISK

We Have Historically Lost Money and Losses May Continue in the Future

We have historically lost money. The loss for the 2009 fiscal year was $500,928 and future losses are likely to occur. Accordingly, we may experience significant liquidity and cash flow problems if we are not able to raise additional capital as needed and on acceptable terms. No assurances can be given we will be successful in reaching or maintaining profitable operations.

We Will Need to Raise Additional Capital to Finance Operations

Our operations have relied almost entirely on external financing to fund our operations. Such financing has historically come from a combination of borrowings and from the sale of common stock and assets to third parties. We will need to raise additional capital to fund our anticipated operating expenses and future expansion. Among other things, external financing will be required to cover our operating costs. We cannot assure you that financing whether from external sources or related parties will be available if needed or on favorable terms. The sale of our common stock to raise capital may cause dilution to our existing shareholders. Our inability to obtain adequate financing will result in the need to curtail business operations. Any of these events would be materially harmful to our business and may result in a lower stock price.

There is Substantial Doubt About Our Ability to Continue as a Going Concern Due to Recurring Losses and Working Capital Shortages, Which Means that We May Not Be Able to Continue Operations Unless We Obtain Additional Funding

The report of our independent accountants on our December 31, 2009 financial statements include an explanatory paragraph indicating that there is substantial doubt about our ability to continue as a going concern due to recurring losses and working capital shortages. Our ability to continue as a going concern will be determined by our ability to obtain additional funding. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Our Common Stock May Be Affected By Limited Trading Volume and May Fluctuate Significantly

There has been a limited public market for our common stock and there can be no assurance that an active trading market for our common stock will develop. As a result, this could adversely affect our shareholders' ability to sell our common stock in short time periods, or possibly at all. Our common stock has experienced, and is likely to experience in the future, significant price and volume fluctuations that could adversely affect the market price of our common stock without regard to our operating performance. In addition, we believe that factors such as quarterly fluctuations in our financial results and changes in the overall economy or the condition of the financial markets could cause the price of our common stock to fluctuate substantially. Substantial fluctuations in our stock price could significantly reduce the price of our stock.

There is no Assurance of Continued Public Trading Market and Being a Low Priced Security may Affect the Market Value of Our Stock

To date, there has been only a limited public market for our common stock. Our common stock is currently quoted on the OTCBB. As a result, an investor may find it difficult to dispose of, or to obtain accurate quotations as to the market value of our stock. Our stock is subject to the low-priced security or so called "penny stock" rules that impose additional sales practice requirements on broker-dealers who sell such securities. The Securities Enforcement and Penny Stock Reform Act of 1990 requires additional disclosure in connection with any trades involving a stock defined as a penny stock (generally, according to recent regulations adopted by the SEC, any equity security that has a market price of less than $5.00 per share, subject to certain exceptions that we no longer meet). For example, brokers/dealers selling such securities must, prior to effecting the transaction, provide their customers with a document that discloses the risks of investing in such securities. Included in this document are the following:

- the bid and offer price quotes in and for the "penny stock," and the number of shares to which the quoted prices apply,

- the brokerage firm's compensation for the trade, and

- the compensation received by the brokerage firm's sales person for the trade.

In addition, the brokerage firm must send the investor:

- a monthly account statement that gives an estimate of the value of each "penny stock" in the investor's account, and

- a written statement of the investor's financial situation and investment goals.

If the person purchasing the securities is someone other than an accredited investor or an established customer of the broker/dealer, the broker/dealer must also approve the potential customer's account by obtaining information concerning the customer's financial situation, investment experience and investment objectives. The broker/dealer must also make a determination whether the transaction is suitable for the customer and whether the customer has sufficient knowledge and experience in financial matters to be reasonably expected to be capable of evaluating the risk of transactions in such securities. Accordingly, the Commission's rules may limit the number of potential purchasers of the shares of our common stock.

Resale restrictions on transferring "penny stocks" are sometimes imposed by some states, which may make transaction in our stock more difficult and may reduce the value of the investment. Various state securities laws pose restrictions on transferring "penny stocks" and as a result, investors in our common stock may have the ability to sell their shares of our common stock impaired.

There can be no assurance we will have market makers in our stock. If the number of market makers in our stock should decline, the liquidity of our common stock could be impaired, not only in the number of shares of common stock which could be bought and sold, but also through possible delays in the timing of transactions, and lower prices for the common stock than might otherwise prevail. Furthermore, the lack of market makers could result in persons being unable to buy or sell shares of the common stock on any secondary market.

We Could Fail to Retain or Attract Key Personnel

Our future success depends in significant part on the continued services of Steve Bonenberger, our Chief Executive Officer. We cannot assure you we would be able to find an appropriate replacement for key personnel. Any loss or interruption of our key personnel's services could adversely affect our ability to develop our business plan. We do not have life insurance on Mr. Bonenberger.

Nevada Law and Our Charter May Inhibit a Takeover of Our Company That Stockholders May Consider Favorable

Provisions of Nevada law, such as its business combination statute, may have the effect of delaying, deferring or preventing a change in control of our company. As a result, these provisions could limit the price some investors might be willing to pay in the future for shares of our common stock.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”), and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure.

In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based, in part, upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, management concluded that our disclosure controls and procedures are effective as of September 30, 2010 to cause the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods prescribed by SEC, and that such information is accumulated and communicated to management, including our chief executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

In October 2010, Well Fargo Bank filed an intent to accelerate the Company’s $494,099 credit line. This action accelerated the $494,099 balance becoming due in full. On November 16, 2010, Wells Fargo Bank filed a dismissal in connection with the intent to accelerate and has agreed to a loan modification. As of the date hereof the terms of the loan modification have not yet been finalized.

ITEM 1A. RISK FACTORS

Not applicable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None during the quarter ended September 30, 2010.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. (REMOVED AND RESERVED)

None.

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS


Exhibit No.		Identification of Exhibit

3.1**		Articles of Incorporation.
3.2**		Articles of Amendment to Articles of Incorporation.
3.3**		Articles of Amendment to Articles of Incorporation
3.4**		Certificate of Change.
3.5**		Certificate of Correction to the Certificate of Change.
3.6**		Certificate of Amendment to the Certificate of Designation for the Series B Preferred Stock.
3.7**		Certificate of Designation for the Series A Preferred Stock.
3.8**		Certificate of Designation for the Series C Preferred Stock.
3.9**		Articles of Amendment to Articles of Incorporation
3.10 **		Articles of Amendment to Articles of Incorporation
3.11**		Bylaws.
10.1*		Steven Bonenberger Employment Agreement dated January 1, 2009
14**		Code of Ethics
21**		Subsidiaries
31		Certification of Chief Executive Officer and Chief Executive pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32*		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

* Filed herewith. ** Previously Filed

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.


	Angel Acquisition Corp.

Dated: November 22, 2010	By:	/s/ Steve Bonenberger
		Steve Bonenberger
		Chief Executive Officer and Chief Financial Officer (Principal Accounting, Executive and Financial Officer)

Attached files

ANGEL ACQUISITION CORP. Reports

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