Attached files
| file | filename |
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| EX-32.1 - ACCELERA INNOVATIONS, INC. | aaiv10q3312011x32_5142011.htm |
| EX-31.1 - ACCELERA INNOVATIONS, INC. | aaiv10q3312011x31_5142011.htm |
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2011
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 000-53392
Accelerated Acquisitions IV, Inc.
(Exact name of small business issuer as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
26-2517763
(I.R.S. Employer Identification Number)
1840 Gateway Drive Foster City, CA 94404
(Address of Principal Offices)
(650)-283-2653
(Issuer’s Telephone Number)
____________________________________________________________
(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 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.
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Large Accelerated Filer o
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Accelerated Filer o
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Non-Accelerated Filer o
(Do not check if a smaller reporting company)
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Smaller Reporting Company þ
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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: 5,000,000 shares of common stock, par value $.0001 per share, outstanding as of May 13, 2011.
Transitional Small Business Disclosure Format (Check one):Yes oNo x
ACCELERATED ACQUISITIONS IV, INC.
- INDEX -
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Page(s)
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PART I – FINANCIAL INFORMATION:
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Item 1.
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Financial Statements (unaudited):
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Balance Sheets as of March 31, 2011 and December 31, 2010
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F-1
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Statements of Operations for the three months ended March 31, 2011 and for the Cumulative Period from Inception (April 29, 2008) to March 31, 2011
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F-2
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Statements of Cash Flows for the three months ended March 31, 2011 and for the Cumulative Period from Inception (April 29, 2008) to March 31, 2011
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F-3
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Notes to Financial Statements
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F-4 – F-8
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Item 2.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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1
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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3 |
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Item 4A(T). Controls and Procedures
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3
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PART II – OTHER INFORMATION:
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Item 1.
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Legal Proceedings
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3
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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3
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Item 3.
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Defaults Upon Senior Securities
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3
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Item 4.
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Submission of Matters to a Vote of Security Holders
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4
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Item 5.
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Other Information
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4
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Item 6.
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Exhibits
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4
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Signatures
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4
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Accelerated Acquisitions IV, Inc.
(A Development Stage Enterprise)
BALANCE SHEET
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March 31,
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December 31,
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2011
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2010
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(unaudited)
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(audited)
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ASSETS
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Current Assets
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Cash and cash equivalents
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$ | 116 | $ | 116 | ||||
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Stock subscription receivable
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- | - | ||||||
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Total Current Assets
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116 | 116 | ||||||
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TOTAL ASSETS
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$ | 116 | $ | 116 | ||||
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LIABILITIES AND STOCKHOLDERS' EQUITY
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Current Liabilities
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Accounts payable
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$ | - | $ | 5,000 | ||||
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Shareholder advances
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- | 8,755 | ||||||
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Total Current Liabilities
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- | 13,755 | ||||||
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TOTAL LIABILITIES
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- | 13,755 | ||||||
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Stockholders' Equity
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Preferred stock; $0.0001 par value; 10,000,000 shares
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authorized; 0 shares issued and outstanding
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- | - | ||||||
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Common stock: 100,000,000 authorized; $0.0001 par value
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5,000,000 and 5,000,000 shares issued and outstanding
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500 | 500 | ||||||
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Additional paid in capital
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19,855 | 3,500 | ||||||
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Accumulated deficit during development stage
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(20,239 | ) | (17,639 | ) | ||||
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Total Stockholders' Equity
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116 | (13,639 | ) | |||||
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
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$ | 116 | $ | 116 | ||||
The accompanying notes are an integral part of these financial statements.
F - 1
Accelerated Acquisitions IV, Inc.
(A Development Stage Enterprise)
STATEMENT OF OPERATIONS
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April 29, 2008
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(inception)
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Three Month Periods Ended
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through
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March 31,
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March 31,
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2011
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2010
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2011
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(unaudited)
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(unaudited)
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(unaudited)
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Revenues
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- | - | - | |||||||||
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EXPENSES
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Operating Expenses
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General and administrative
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$ | 2,600 | $ | 600 | $ | 20,239 | ||||||
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Total operating expenses
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2,600 | 600 | 20,239 | |||||||||
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NET LOSS
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$ | (2,600 | ) | $ | (600 | ) | $ | (20,239 | ) | |||
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BASIC AND DILUTED LOSS PER SHARE
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$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | |||
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WEIGHTED AVERAGE NUMBER OF
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SHARES OUTSTANDING
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5,000,000 | 5,000,000 | 5,000,000 | |||||||||
The accompanying notes are an integral part of these financial statements.
F - 2
Accelerated Acquisitions IV, Inc.
(A Development Stage Enterprise)
STATEMENT OF CASH FLOWS
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April 29, 2008
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(inception)
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Three Month Periods Ended
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through
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March 31,
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March 31,
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2011
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2010
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2011
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(unaudited)
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(unaudited)
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(unaudited)
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CASH FLOWS FROM OPERATING ACTIVITIES:
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Net (loss)
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$ | (2,600 | ) | $ | (600 | ) | $ | (20,239 | ) | |||
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Adjustment to reconcile Net loss to net
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cash provided by operations:
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Changes in assets and liabilities:
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Accounts payable and accrued expenses
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(5,000 | ) | (4,442 | ) | - | |||||||
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Net Cash Used In Operating Activities
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(7,600 | ) | (5,042 | ) | (20,239 | ) | ||||||
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CASH FLOWS FROM FINANCING ACTIVITIES:
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Issuance of common stock
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- | - | 4,000 | |||||||||
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Shareholder debt, forgiven
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16,355 | - | 16,355 | |||||||||
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Shareholder advances
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(8,755 | ) | 5,042 | - | ||||||||
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Net Cash Provided by Financing Activities
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7,600 | 5,042 | 20,355 | |||||||||
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Net increase (decrease) in cash and cash equivalents
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- | - | 116 | |||||||||
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Cash and cash equivalents, beginning of period
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116 | 120 | - | |||||||||
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Cash and cash equivalents, end of period
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$ | 116 | $ | 120 | $ | 116 | ||||||
The accompanying notes are an integral part of these financial statements.
F - 3
ACCELERATED ACQUISITIONS IV, INC.
(A Development Stage Company)
Notes to Financial Statements
March 31, 2011 and 2010 and for the period
April 29, 2008 (date of inception) through March 31, 2011
(unaudited)
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NOTE 1
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-
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ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
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(a)
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Organization and Business:
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Accelerated Acquisitions IV, 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.
The Company is currently in the development stage. All activities of the Company to date relate to its organization, initial funding and share issuances.
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(b)
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Basis of Presentation
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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, 2010 and the Company’s Registration Statement on Form 10. The financial statements presented herein may not be indicative of the results of the Company for the year ending December 31, 2011.
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(c)
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Use of Estimates:
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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.
F - 4
ACCELERATED ACQUISITIONS IV, INC.
(A Development Stage Company)
Notes to Financial Statements
March 31, 2011 and 2010 and for the period
April 29, 2008 (date of inception) through March 31, 2011
(unaudited)
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NOTE 1
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-
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ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (continued)
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(d)
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Development Stage
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The Company has been in the development stage since its formation on April 29, 2008. It has primarily engaged in raising capital to carry out its business plan, as described above. The Company expects to continue to incur significant operating losses and to generate negative cash flow from operating activities while it develops its operating plan. The Company's ability to eliminate operating losses and to generate positive cash flows in the future will depend upon a variety of factors, many of which it is unable to control. If the Company is unable to implement its business plan successfully, it may not be able to eliminate operating losses, generate positive cash flow, or achieve or sustain profitability, which would materially adversely affect its business, operations, and financial results, as well as its ability to make payments on any obligations it may incur.
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(e)
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Cash and Cash Equivalents
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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 March 31,, 2011.
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(f)
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Loss per Common Share
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Basic loss per share is calculated using the weighted-average number of common shares outstanding during each reporting period. Diluted 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 has incurred a loss during the current period, therefore any potentially dilutive shares are excluded, as they would be anti-dilutive. The Company does not have any potentially dilutive instruments for this reporting period.
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NOTE 2
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-
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GOING CONCERN
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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, used cash from operations since its inception, and has negative working capital at March 31, 2011. 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 - 5
ACCELERATED ACQUISITIONS IV, INC.
(A Development Stage Company)
Notes to Financial Statements
March 31, 2011 and 2010 and for the period
April 29, 2008 (date of inception) through March 31, 2011
(unaudited)
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NOTE 3
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-
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RELATED PARTY TRANSACTIONS
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At inception, the Company has issued 5,000,000 shares of restricted common stock to the majority shareholder for initial funding, in the amount of $4,000.
The Company does not have employment contracts with its sole offer and director, who is the majority shareholder.
The sole officer and director of the Company is involved in other business activities and may, in the future, become involved in additional business opportunities that become available. A conflict may arise in selecting between the Company and other business interests. The Company has not formulated a policy for the resolution of such conflicts.
We depend on our sole officer and director, to provide the Company with the necessary funds to implement our business plan, as necessary. The Company does not have a funding commitment or any written agreement for our future required cash needs.
The majority shareholder has advanced funds, as necessary. These advances are considered temporary in nature and are payable on demand. There is no formal document describing the terms of this arrangement (maturity date and interest rates). As of March 31, 2011, the debts, in the amount of $16,355 were forgiven by the shareholder. This amount was accounted as an additional contribution to equity.
The Company does not own or lease property or lease office space. The office space used by the Company was arranged by the sole officer and director of the Company to use at no charge.
The above amount is not necessarily indicative of the amount that would have been incurred had a comparable transaction been entered into with independent parties.
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NOTE 4
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-
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INCOME TAXES
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The Company has incurred net operating losses since inception. The Company has not reflected any benefit of such net operating loss carry forward in the financial statements.
In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income.
F - 6
ACCELERATED ACQUISITIONS IV, INC.
(A Development Stage Company)
Notes to Financial Statements
March 31, 2011 and 2010 and for the period
April 29, 2008 (date of inception) through March 31, 2011
(unaudited)
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NOTE 4
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-
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NCOME TAXES (continued)
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Based on the level of historical taxable losses and projections of future taxable income (losses) over the periods in which the deferred tax assets can be realized, management currently believes that it is more likely than not that the Company will not realize the benefits of these deductible differences. Accordingly, the Company has provided a valuation allowance against the gross deferred tax assets as follows:
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March 31,
2011
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December 31,
2010
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Gross deferred tax assets
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7,300.
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6,300.
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Valuation allowance
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(7,300)
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(6,300)
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Net deferred tax asset
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—
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—
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As of December 31, 2010, the Company had a net operating loss carryforward of approximately $17,600, which will begin to in the tax year 2028.
Federal tax laws impose significant restrictions on the utilization of net operating loss carryforwards and research and development credits in the event of a change in ownership of the Company, as defined by the Internal Revenue Code Section 382. The Company’s net operating loss carryforwards and research and development credits may be subject to the above limitations.
The relevant FASB standard resulted in no adjustments to the Company’s liability for unrecognized tax benefits. As of the date of adoption and as of March 31. 2011 there were no unrecognizable tax benefits. Accordingly, a tabular reconciliation from beginning to ending periods is not provided. The Company will classify any future interest and penalties as a component of income tax expense if incurred. To date, there have been no interest or penalties charged or accrued in relation to unrecognized tax benefits. The Company is subject to federal and state examinations for the year 2008 forward. There are no tax examinations currently in progress.
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NOTE 5
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RECENT ACCOUNTING PRONOUNCEMENTS:
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In December 2010, the FASB issued ASU 2010-28, “Intangibles — Goodwill and Other (Topic 350): When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts.” For reporting units with zero or negative carrying amounts, if it is more likely than not that a goodwill impairment exists, ASU 2010-28 requires performance of an additional test to determine whether goodwill has been impaired and to calculate the amount of impairment. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. ASU 2010-28 is effective for fiscal years and interim periods within those years beginning after December 15, 2010. The Company adopted ASU 2009-28 in the first quarter of 2011 and the impact of adopting ASU 2010-28 will not be known until evaluations for goodwill impairment are performed at our annual impairment testing date or more frequently if indicators of potential impairment exist.
F - 7
ACCELERATED ACQUISITIONS IV, INC.
(A Development Stage Company)
Notes to Financial Statements
March 31, 2011 and 2010 and for the period
April 29, 2008 (date of inception) through March 31, 2011
(unaudited)
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NOTE 5
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-
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RECENT ACCOUNTING PRONOUNCEMENTS: (continued)
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In December 2010, the FASB issued ASU 2010-29, “Business Combinations (Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations. ASU 2010-29 specifies that for material business combinations when comparative financial statements are presented, revenue and earnings of the combined entity should be disclosed as though the business combination had occurred as of the beginning of the comparable prior annual reporting period. ASU 2010-29 also expands the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. ASU 2010-29 is effective prospectively for business combinations with an acquisition date on or after the beginning of the first annual reporting period after December 15, 2010. The Company adopted this standard in 2011, and noted it had no impact on its disclosures through March 31, 2011.
Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company. Management has reviewed the aforementioned rules and releases and believes any effect will not have a material impact on the Company's present or future consolidated financial statements.
F - 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Accelerated Acquisitions IV, Inc. (“we”, “our”, “us” or the “Company”) was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. The Company will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.
Results of Operations
For the three months ending March 31, 2011, the Company had no revenues and incurred general and administrative expenses of $2600.
For the period from inception (April 29, 2008) through March 31, 2011, the Company had no activities that produced revenues from operations and had a net loss of $(20,239), 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 August 2008 and other SEC-related compliance matters.
Liquidity and Capital Resources
As of March 31, 2011, the Company had assets equal to $116 and had current liabilities of $0 as of March 31, 2011.
The following is a summary of the Company's cash flows from operating, investing, and financing activities:
For the Cumulative Period from Inception (April 29, 2008) through March 31, 2011
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Operating activities
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$
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(20,239
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)
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Investing activities
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-
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Financing activities
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$
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20,355
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Net effect on cash
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$
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116
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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.
- 1 -
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.
During the next twelve months we anticipate incurring costs related to:
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(i)
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filing of reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and
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(ii)
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consummating an acquisition.
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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.
- 2 -
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.
Item 4A(T). CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of March 31, 2011. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that our disclosure and controls are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
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 first quarter of fiscal 2011 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.
- 3 -
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits.
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Exhibit No.
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Description
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31
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Certification of the Company’s Principal Executive Officer and 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 March 31, 2011.
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32
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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.
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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.
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Dated: May 16, 2011
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ACCELERATED ACQUISITIONS IV, INC.
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By:
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/s/ Timothy J. Neher
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Timothy J. Neher
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President
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- 4 -
EXHIBIT INDEX
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Exhibit No.
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Description
|
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31
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Certification of the Company’s Principal Executive Officer and 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 March 31, 2011.
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32
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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.
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- 5 -