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EX-32.1 - Demand Pooling, Inc.v224660_ex32-1.htm
EX-31.1 - Demand Pooling, Inc.v224660_ex31-1.htm
EX-31.2 - Demand Pooling, Inc.v224660_ex31-2.htm
 


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

FORM 10-Q/A
(Amendment No. 1)

x
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2011.

or

o
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from             to

Commission File Number 000-53394

Accelerated Acquisitions V, Inc.
(Exact name of registrant as specified in its charter)

Delaware
 
26-2517798
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
     
12720 Hillcrest Road, Suite 1045
   
Dallas, TX
 
75230
(Address of principal executive offices)
 
(Zip Code)

(972) 388-1973
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes x    No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o  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 definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o
Accelerated filer o
Non-accelerated filer o
Smaller reporting company x
  (Do not check if a smaller reporting company)  

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class of common stock
 
Outstanding as of May 1, 2010
 
Par value $0.0001 per share
 
34,391,506
 
 


 
 

 

Explanatory Note

Accelerated Acquisitions V, Inc. (the “Company”) is filing this Amendment No. 1 to its Quarterly Report n Form 10-K for the quarter ended March 31,2011 (the March 10-Q”), originally filed with the Securities and Exchange Commission (“SEC”) on May 16, 2011 (the “Original Filing”) is being made in response to certain comments received from the staff of the SEC.”,

For convenience and ease of reference the Registrant is fling this Form 10-Q/A in its entirely with applicable changes.  Unless otherwise stated, all information contained in this amendment is as of May 16, 2011, the filing date of the Original Filing.  Except as stated herein, this Form 10-0Q/A does not reflect events or transactions occurring after such date or modify or update those disclosures in the Original Filing that may have been affected by events or transactions occurring subsequent to such filing date.

 
 

 

ACCELERATED ACQUISITIONS V, INC.

- INDEX -
 
 
 
 
Page(s)
PART I – FINANCIAL INFORMATION:
 
 
 
 
 
 
Item 1.
Financial Statements (unaudited):
 
 
 
 
 
 
 
Balance Sheets as of March 31, 2011 and December 31, 2010
 
4
 
 
 
 
 
Statements of Operations for the three months ended March 31, 2011 and March 31, 2010 and for the Cumulative Period from Inception (April 29, 2008) to March 31, 2011
 
5
 
 
 
 
 
Statements of Cash Flows for the three months ended March 31, 2011, March 31, 2010 and for the Cumulative Period from Inception (April 29, 2008) to March 31, 2011
 
6
 
 
 
 
 
 Notes to Financial Statements
 
7
 
 
 
 
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
 
14
 
 
 
 
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
 
18
 
 
 
 
Item 4T.     Controls and Procedures
 
18
 
 
 
 
PART II – OTHER INFORMATION:
 
 
 
 
 
 
Item 1.
Legal Proceedings
 
18
 
 
 
 
Item 1A
Risk Factors
 
 
 
 
 
 
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
 
18
 
 
 
 
Item 3.
Defaults Upon Senior Securities
 
18
 
 
 
 
Item 4.
(Reserved and Removed)
 
18
 
 
 
 
Item 5.
Other Information
 
18
 
 
 
 
Item 6.
Exhibits
 
19
 
 
 
 
Signatures
 
19

 
3

 

ACCELERATED ACQUISITIONS V, INC.
(A Development Stage Company)
BALANCE SHEETS
 
   
March 31,
   
December 31,
 
   
2011
   
2010
 
   
(unaudited)
   
(audited)
 
ASSETS
           
             
CURRENT ASSETS:
           
Cash and cash equivalents
  $ 13,548     $ 13,548  
Note receivable
    7,627       7,627  
Pre-paid expense
    56,877       56,877  
                 
TOTAL ASSETS
  $ 78,052     $ 78,052  
                 
LIABILITIES AND STOCKHOLDER’S DEFICIT
               
                 
CURRENT LIABILITIES
               
Accrued expenses
  $ 13,200     $ 13,200  
Shareholder advances
    139,100       139,100  
                 
TOTAL LIABILITIES
    152,300       152,300  
                 
STOCKHOLDER’S DEFICIT:
               
Preferred stock, $.0001 par value; 10,000,000 shares
               
authorized; none issued and outstanding
               
Common stock, $.0001 par value; 100,000,000 shares
               
authorized; 34,391,506 shares issued and outstanding at
               
March 31, 2011 and December 31, 2010
    3,639       3,639  
Additional paid-in capital
    21,998       21,998  
                 
Deficit accumulated during the development stage
    (96,748 )     (96,748 )
Stock subscription receivable
    (3,137 )     (3,137 )
TOTAL STOCKHOLDER’S DEFICIT
    (74,248 )     (74,248 )
                 
TOTAL LIABILITIES AND STOCKHOLDER’S DEFICIT
  $ 78,052     78,052  
 
See notes to unaudited financial statements.

 
4

 

ACCELERATED ACQUISITIONS V, INC.
(A Development Stage Company)
Statements of Operations (Unaudited)
 
               
April 29, 2008
 
   
Three Months
   
Three Months
   
(Inception)
 
   
Ended
   
Ended
   
through
 
   
March 31
   
March 31
   
March 31
 
   
2011
   
2010
   
2011
 
                   
Revenues
  $ -     $ -     $ -  
Operating Expenses
                       
General and administrative
    -       600       96,748  
                         
Net Operating Expenses
    -       600       96,748  
                         
Net Loss
  $ -     $ (600 )   $ (96,748 )
                         
Basic earnings (loss) per share—Basic and Diluted
  $ -     $ (0.00 )        
                         
Weighted average number of common shares outstanding
    26,893,740       5,000,000          
 
See notes to unaudited financial statements.

 
5

 

ACCELERATED ACQUISITIONS V, INC.
A Development Stage Company
STATEMENTS OF CASH FLOWS
(unaudited)
 
               
For the
 
               
Cumulative
 
               
Period from
 
               
Inception
 
   
For the Three
   
For the Three
   
(April 29,
 
   
Months
   
Months
   
2008) through
 
   
March 31
   
March 31
   
March 31
 
   
2011
   
2010
   
2011
 
CASH FLOWS FROM OPERATING ACTIVITIES:
                 
Net (loss)
  $ -     $ (600 )   $ (96,748 )
Increase (decrease) in accounts payable
    -       (4,442 )     13,200  
(Increase) decrease in note receivable
    -       -       (7,627 )
(Increase) decrease in prepaid expense
    -       -       (56,877 )
Net cash used by operating activities
    -       (5,042 )     (148,052 )
CASH FLOWS FROM FINANCING ACTIVITIES:
                       
Proceeds from the issuance of common stock
    -       -       22,500  
Shareholder Advances
    -       5,042       139,100  
Net cash provided by financing activities
    -       5,042       161,600  
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
    -       -       13,548  
Cash and cash equivalents at beginning of period
    13,548       116       -  
CASH AND CASH EQUIVALENTS AT END OF PERIOD
  $ 13,548     $ 116     $ 13,548  
SUPPLEMENTAL DISCLOSURES:
                       
Cash paid during the period:
                       
Income taxes
  $ -     $ -     $ -  
Interest expense
    -       -       -  
                         
Noncash investing and financing activities:
                       
Proceeds from the issuance of common stock
    -       -       3,137  
Cancellation of common shares
    -       -       (198 )
Additional paid-in capital
    -       -       198  
Stock subscription receivable
    -       -       (3,137 )
                         
Total
  $ -     $ -     $ -  
 
See notes to unaudited financial statements.

 
6

 

ACCELERATED ACQUISITIONS V, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2011
 
NOTE 1    -        ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
 
(a)            Organization and Business:
 
Accelerated Acquisitions V, 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 and the launch of the Company’s initial pooled purchase transaction which it expects to complete in the 2nd quarter 2011.

(b)            Basis of Presentation

The accompanying Interim Financial Statements are unaudited and have been prepared in accordance with accounting principles generally accepted for interim financial statement presentation and in accordance with the instructions to Regulations S-K.  Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statement presentation. In the opinion of management, all adjustments for a fair statement of the results and operations and financial position for the interim periods presented have been included.  All such adjustments are of a normal recurring nature. The financial information should be read in conjunction with the Financial Statements and notes thereto included in the Company’s Form 10-K Annual Report for the year ended December 31, 2010 and the Company’s Registration Statement on Form 10.

(c)            Going Concern
 
The accompanying financial statements have been prepared on a going concern basis, which assumes the Company will realize its assets and discharge its liabilities in the normal course of business. As reflected in the accompanying financial statements, the Company has a deficit accumulated during the development stage of $96,748, used cash from operations of $148,052 since its inception, and has negative working capital of $74,248 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. Management’s plan includes obtaining additional funds by equity financing 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.
 
(d)            Use of Estimates:
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 
7

 

ACCELERATED ACQUISITIONS V, INC.
A Development Stage Company
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2011
 
NOTE 2   -         INCOME TAXES:

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.
 
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:
 
 
 
March 31, 2011
   
December 31, 2010
 
 
 
 
   
 
 
Gross deferred tax assets
    43,850       43,850  
Valuation allowance
    (43,850 )     (43,850 )
Net deferred tax asset
           
 
The federal net operating loss carryforwards expire in the tax years 2029 and 2030.
 
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 both 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.
 
NOTE 3   -         RECENT ACCOUNTING PRONOUNCEMENTS:

In February 2010, the FASB issued amended guidance on subsequent events to alleviate potential conflicts between FASB guidance and SEC requirements. Under this amended guidance, SEC filers are no longer required to disclose the date through which subsequent events have been evaluated in originally issued and revised financial statements. This guidance was effective immediately and we adopted these new requirements for the period ended September 30, 2010. The adoption of this guidance did not have a material impact on our financial statements.

 
8

 

ACCELERATED ACQUISITIONS V, INC.
A Development Stage Company
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2011

NOTE 3   -         RECENT ACCOUNTING PRONOUNCEMENTS (CON’T):
 
In February 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-08 (ASU 2010-08), Technical Corrections to Various Topics. This amendment eliminated inconsistencies and outdated provisions and provided the needed clarifications to various topics within Topic 815.  The amendments are effective for the first reporting period (including interim periods) beginning after issuance (February 2, 2010), except for certain amendments.  The amendments to the guidance on accounting for income taxes in a reorganization (Subtopic 852-740) should be applied to reorganizations for which the date of the reorganization is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008.  For those reorganizations reflected in interim financial statements issued before the amendments in this Update are effective, retrospective application is required.  The clarifications of the guidance on the embedded derivates and hedging (Subtopic 815-15) are effective for fiscal years beginning after December 15, 2009, and should be applied to existing contracts (hybrid instruments) containing embedded derivative features at the date of adoption.  The Company does not expect the provisions of ASU 2010-08 to have a material effect on the financial position, results of operations or cash flows of the Company.

In January 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-07 (ASU 2010-07), Not-for-Profit Entities (Topic 958): Not-for-Profit Entities: Mergers and Acquisitions.  This amendment to Topic 958 has occurred as a result of the issuance of FAS 164.  The Company does not expect the provisions of ASU 2010-07 to have a material effect on the financial position, results of operations or cash flows of the Company.

In January 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-06 (ASU 2010-06), Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements.  This amendment to Topic 820 has improved disclosures about fair value measurements on the basis of input received from the users of financial statements.  This is effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements.  Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years.  Early adoption is permitted.  The Company does not expect the provisions of ASU 2010-06 to have a material effect on the financial position, results of operations or cash flows of the Company.

In January 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-05 (ASU 2010-05), Compensation – Stock Compensation (Topic 718).  This standard codifies EITF Topic D-110 Escrowed Share Arrangements and the Presumption of Compensation.

In January 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-04 (ASU 2010-04), Accounting for Various Topics—Technical Corrections to SEC Paragraphs.

 
9

 

ACCELERATED ACQUISITIONS V, INC.
A Development Stage Company
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2011

NOTE 3   -         RECENT ACCOUNTING PRONOUNCEMENTS (CON’T):

In January 2010, the FASB issued Accounting Standards Update 2010-02, Consolidation (Topic 810): Accounting and Reporting for Decreases in Ownership of a Subsidiary.  This amendment to Topic 810 clarifies, but does not change, the scope of current US GAAP.  It clarifies the decrease in ownership provisions of Subtopic 810-10 and removes the potential conflict between guidance in that Subtopic and asset derecognition and gain or loss recognition guidance that may exist in other US GAAP.  An entity will be required to follow the amended guidance beginning in the period that it first adopts FAS 160 (now included in Subtopic 810-10).  For those entities that have already adopted FAS 160, the amendments are effective at the beginning of the first interim or annual reporting period ending on or after December 15, 2009. The amendments should be applied retrospectively to the first period that an entity adopted FAS 160.  The Company does not expect the provisions of ASU 2010-02 to have a material effect on the financial position, results of operations or cash flows of the Company.

In January 2010, the FASB issued Accounting Standards Update 2010-01, Equity (Topic 505): Accounting for Distributions to Shareholders with Components of Stock and Cash (A Consensus of the FASB Emerging Issues Task Force).  This amendment to Topic 505 clarifies the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a limit on the amount of cash that will be distributed is not a stock dividend for purposes of applying Topics 505 and 260. Effective for interim and annual periods ending on or after December 15, 2009, and would be applied on a retrospective basis.  The Company does not expect the provisions of ASU 2010-01 to have a material effect on the financial position, results of operations or cash flows of the Company.
 
NOTE 4   -         MATERIAL CONTRACTS:

Effective as of April 2, 2010, (a) Richard K. Aland (“Purchaser”) agreed to acquire 23,907,138 shares of the Company’s common stock par value $0.0001 for a price of $0.0001 per share and (b) Donald Kelly agreed to acquire 4,218,907 shares of the common stock par value $0.0001 (collectively, the “Shares”) for a price of $0.0001 per share.  At the same time, Accelerated Venture Partners, LLC agreed to tender 1,979,760 of its their 5,000,000 shares of the Company’s common stock par value $0.0001 for cancellation.   This transaction was consummated on April 2, 2010. (See Form 8-K filed with the U.S. Securities and Exchange Commission on April 2, 2010.)
 
On April 15, 2010, the Company entered into a Licensing Agreement (“Licensing Agreement”) with Demand Pooling Global Services, LLC (“Licensor”) pursuant to which the Company was granted a, non-transferrable license for certain territories (an exclusive license for North America and a non-exclusive license for all markets outside of North America) for certain intellectual property developed by Licensor, principally comprising a business concept and related technology which has, as its core product, the aggregation of demand for high-ticket capital equipment and selected commodities to facilitate cooperative purchases of similar products by a significant number of large end-users (the “Technology”).  The Technology would also permit and facilitate pooled financing for such purchases in a manner which permits greater financial flexibility for the end-users.  Finally, the Technology permits and facilitates the disposal of older equipment and commodities by end-users in order to improve the cost recovery on disposal of surplus or dated equipment and commodities.

Except for the rights granted under the License Agreement, Licensor retains all rights, title and interest to the Technology and any improvements thereto—although the License includes the Company’s right to utilize such improvements.

 
10

 

ACCELERATED ACQUISITIONS V, INC.
A Development Stage Company
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2011

NOTE 4  -
MATERIAL CONTRACTS (CON’T):

The term of the License commences the date of execution of the Licensing Agreement (“Execution Date”) and continues for a term of twenty (20) years, ending on the twentieth anniversary of the Execution Date.  In addition to other requirements, the continuation of the license is conditioned on the Company generating net revenues in excess of expenses in the normal course of operations or the funding by the Company of a minimum of $10,000,000 for "qualifying research, development and commercialization expenses" in accordance with the following schedule:

 
(a)
a minimum of US$1,000,000 during the period commencing upon the Execution Date and ending on the first anniversary of the Execution Date; or

 
(b)
a minimum of US$4,000,000 during the period commencing upon the Execution Date and ending on the second anniversary of the Execution Date; or

 
(c)
a minimum of US$10,000,000 during the period commencing upon the Execution Date and ending on the third anniversary of the Execution Date

The Licensing Agreement also calls for royalties payable by the Company to the Licensor of ten percent (10%) of all gross revenues resulting from the use of the Technology by the Company and twenty-five percent (25%) of all royalties and fees received from third party sublicensees.
 
The license is terminated upon the occurrence of events of default specified in the License Agreement.
 
The ownership of the intellectual property necessary for development and modification of the electronic platform resides with the Licensor and becomes a part of the exclusive North American and non-exclusive worldwide (outside North America) License.
 
On April 29, 2010, the Company entered into a Consulting Services Agreement (“Consulting Services Agreement”) with AVP, a company controlled by Timothy J. Neher.  The Consulting Services Agreement required that AVP provide the Company with certain advisory services that included reviewing the Company’s business plan, identifying and introducing prospective financial and business partners, and providing general business advice regarding the Company’s operations and business strategy in consideration of (a) an option granted by the company to AVP to purchase 3,235,971 shares of the company’s Common Stock at a price of $0.0001 per share (the “AVP Option”) (which was immediately exercised by the holder, subject to a repurchase option (“Repurchase Option”) granted to the Company to repurchase the shares at a price of $0.0001 per share upon the occurrence of certain events of default as more fully detailed in the Consulting Services Agreement and (b) certain cash compensation based on the achievement of certain specific milestones.

On February 22, 2011, the Company received a letter from AVP giving notice of its termination of the Consulting Services Agreement (“Termination Letter”).  The Company believes that AVP failed to perform agreed services under the Consulting Services Agreement.  Since AVP did not meet the milestones required in the Consulting Services Agreement, the Company does not believe that it is obligated to pay any amounts to AVP under the terms of the Consulting Services Agreement.  The Company further believes that it is entitled to immediately exercise the Repurchase Option with respect to the 3,235,971 shares of Company Common Stock which was issued to the Consultant under the Consulting Services Agreement at a price of $0.0001 per share and intends to do so.   The Company’s management believes that the termination of the Consulting Services Agreement will have no impact whatsoever on its plan of operation, principally because AVP was not actively involved in the Company’s operations prior to such termination.

 
11

 
 
ACCELERATED ACQUISITIONS V, INC.
A Development Stage Company
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2011

NOTE 5 -
SHAREHOLDER ADVANCES:

Three shareholders have advanced to the Company a total of $64,100, which is payable on demand and non-interest bearing. Of this amount, $4,100 is payable to Chad Kelly, the son of Don Kelly.

Richard Aland and Don Kelly, officers, directors and shareholders of the Company, have advanced to the Company a total of $75,000, which is payable on demand and non-interest bearing.

 
12

 

ACCELERATED ACQUISITIONS V, INC.
A Development Stage Company
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2011

NOTE 6   -
NOTE RECEIVABLE:

The Company has advanced $7,627 to Demand Pooling Global Services, LLC, which is payable on demand and non-interest bearing.

NOTE  7   -
RELATED PARTY TRANSACTIONS:

 
1)
Chad Chad Kelly, the son of Don Kelly, has advanced to the Company $4,100 (see Note 6. Shareholder Advances, above).

 
2)
RicharRichard Aland and Don Kelly advanced to the Company an aggregate of $75,000 (see Note 6. Shareholder Advances)

 
3)
RicharRichard Aland is a 37% owner and a managing member of Demand Pooling Global Services, LLC, with which the Company has entered into the Licensing Agreement (see Note 5. Material Contracts, above).

 
4)
The CThe Company entered into a Consulting Services Agreement with Accelerated Venture Partners LLC (“AVP”), a company controlled by Timothy J. Neher (See Note 4. Material Contracts, above), which was terminated by AVP on February 22, 2011.

 
13

 
 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Plan of Operation

From inception (April 29, 2008), Accelerated Acquisitions V, Inc. 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.

On April 29, 2008, the Registrant sold 5,000,000 shares of Common Stock to Accelerated Venture Partners, LLC for an aggregate investment of $4,000.00.  These shares were issued immediately following the incorporation of the Company and were “founder’s shares”.  There were no written or oral agreements between the parties relevant to the purchase of the founder’s shares and the purchaser became the sole shareholder of the Company (which at the time was a “shell” corporation.  The Registrant sold these shares of Common Stock under the exemption from registration provided by Section 4(2) of the Securities Act.
 
On March 22, 2010 Richard K. Aland (“Purchaser”) agreed to acquire 23,907,138 shares of the Company’s common stock par value $0.0001 for a price of $0.0001 per share and Donald Kelly agreed to acquire 4,218,907 shares of the common stock par value $0.0001 for a price of $0.0001 per share at the same time, Accelerated Venture Partners, LLC agreed to tender 1,979,760 of its 5,000,000 shares of the Company’s common stock par value $0.0001 for cancellation.  The entire transaction was consummated on April 2, 2010.

The transaction was the subject of an oral agreement between the parties which designated the applicable share amounts and share price and was one integrated transaction.  There was no specific consideration allocated to any of its elements; i.e. there was no specific consideration for the tender of shares apart from the overall consideration paid by Messrs. Aland and Kelly for their concurrent purchase of their interest in the Company.  By letter dated March 25, 2010, AVP tendered 1,979,760 shares of its stock to the Company for cancellation.

Messrs. Aland and Kelly subsequently made gifts of 136,000 and 110,000 shares, respectively, to an aggregate of ten donees.  All gifted shares were donated prior to April 2, 2010.  All gifts were to members of the respective donor’s family as a part of the donor’s ongoing estate planning.  The relationships are the following:  Robert and Ronald Aland are brothers of Richard Aland; Lauren Morr and Erin Spalsbury are daughters of Richard Aland.  Ethel Fleisher is the mother of Richard Aland.  Chad Kelly and Jessica Kelly are children of Don Kelly; Dominic and Wyatt Kelly are grandchildren of Don Kelly; Nina Kelly is the mother of Jessica and Chad Kelly and is Don Kelly’s ex-wife).

Following these transactions, Mr. Aland  owned 76.75%% and Mr. Kelly owned 13.54% of the Company’s 31,146,285 issued and outstanding shares of common stock par value $0.0001 and the interest of Accelerated Venture Partners, LLC was reduced to approximately 9.69% of the total issued and outstanding shares.  Simultaneously with the share purchase, Timothy Neher resigned from the Company’s Board of Directors and Messrs. Aland and Kelly were simultaneously appointed to the Company’s Board of Directors.  Such action represents a change of control of the Company.
 
Prior to the purchase of the shares, the Purchasers were not affiliated with the Company. However, the Purchasers will be deemed affiliates of the Company after the share purchase as a result of their stock ownership interest in the Company. The purchase of the shares by the Purchasers was completed pursuant to written Subscription Agreements with the Company. The purchase was not subject to any other terms and conditions other than the sale of the shares in exchange for the cash payment.

 
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 On April 15, 2010, the Company entered into a Licensing Agreement (“Licensing Agreement”) with Demand Pooling Global Services, LLC (“Licensor”) pursuant to which the Company was granted a, non-transferrable license for certain territories (an exclusive license for North America and a non-exclusive license for all markets outside of North America) for certain intellectual property developed by Licensor, principally comprising a business concept and related technology which has, as its core product, the aggregation of demand for high-ticket capital equipment and selected commodities to facilitate cooperative purchases of similar products by a significant number of large end-users (the “Technology”).  The Technology would also permit and facilitate pooled financing for such purchases in a manner which permits greater financial flexibility for the end-users.  Finally, the Technology permits and facilitates the disposal of older equipment and commodities by end-users in order to improve the cost recovery on disposal of surplus or dated equipment and commodities.  The License also provides for the use of a datacenter through a third-party provider.

Except for the rights granted under the License Agreement, Licensor retains all rights, title and interest to the Technology and any improvements thereto—although the License includes the Company’s right to utilize such improvements.

The term of the License commences the date of execution of the Licensing Agreement (“Execution Date”) and continues for a term of twenty (20) years, ending on the twentieth anniversary of the Execution Date.  In addition to other requirements, the continuation of the license is conditioned on the Company generating net revenues in excess of expenses in the normal course of operations or the funding by the Company of a minimum of $10,000,000 for "qualifying research, development and commercialization expenses" in accordance with the following schedule:

 
(a)
a minimum of US$1,000,000 during the period commencing upon the Execution Date and ending on the first anniversary of the Execution Date; or

 
(b)
a minimum of US$4,000,000 during the period commencing upon the Execution Date and ending on the second anniversary of the Execution Date; or

 
(c)
a minimum of US$10,000,000 during the period commencing upon the Execution Date and ending on the third anniversary of the Execution Date

Under the foregoing formula, the Company is not required to make any specific expenditures if it reaches a point where revenues exceed expenses within the three-year period.  Also, the Company is not required to pay $10,000,000 (or any other amount in excess of the annual licensing fee) to the Licensor for any purposes—and is only required to show that it has made the expenditures for “qualifying research, development and commercialization” if revenues do not exceed expenses by the third anniversary of the agreement.  “Commercialization” essentially refers to marketing and sales.  If the Company does not meet the profitability test within the three-year period and the expenditures are, in fact, required, it is anticipated that a portion of the costs of development of the electronic platform, product configuration catalogs and the like will be paid to the Licensor for these purposes.  Notwithstanding, the Company retains the right to engage other contractors to develop components of the application and is not restricted to using the Licensor as its only source for additional development work.  All payments made to third party contractors for research, development and commercialization are included to satisfy the expenditure test.  It is anticipated that a significant portion of any expenditures by the Company will be utilized for the Company’s own preparation and market research for the implementation of new product pools beyond the original three product categories, and all such expenditures also serve to satisfy the expenditure test.
 
The ownership of the intellectual property necessary for development and modification of the electronic platform resides with the Licensor and becomes a part of the exclusive North American and non-exclusive worldwide (outside North America) License.

 
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In order to implement and operate a pool, the Company does not currently need additional hardware or software beyond that which it has licensed from the Licensor and infrastructure that it leases on an oral month-to-month basis from Databank, LLC.  The server capacity is not currently stressed and one standby server provides redundancy for the platform application.  The Company does not anticipate a number of user accesses (“hits” to its system) that would be typical for consumer-oriented applications that might achieve accesses of hundreds of thousands or even millions of hits during a 24-hour period.  It is likely that the Company’s website would only achieve hundreds of hits or thousands of hits during a 24 hour period, which does not stress the capacity of the existing servers.  To double the capacity, the Company could convert its redundant server to an application server or add additional servers, as needed for new products.  The current cost of new servers, configured as believed to be necessary for the Company’s foreseeable needs, is approximately $4,000-$5,000 each and it is anticipated that new servers, if needed, will be purchased and owned by the Company or leased from the server manufacturers.
 
No authorizations are needed to launch, implement and operate pooled transactions.  The Company determines when pools are to be launched and how potential users are to be addressed.  Currently, its marketing approach is through a direct email campaign based upon contacts which the Company has identified.  Most of these contacts, which now number fewer than 10,000 out of the estimated 87,000 state and local government entities, have been obtained by the Company investigating state and local government websites (cities, counties, states, airports, transit agencies, school and hospital districts and higher education facilities) and trade organization websites.  The Company intends to continue and to expand its email notification activities and, if funding becomes available and/or net revenue generation is sufficient, to investigate the affordability of implementing advertising and public relations campaigns.
 
Typically, pools for various products will be scheduled and operated 1-4 times per year for each product.  If the Company is able to raise external financing in the amount of approximately $6,350,000, management expects to have the capability to operate 3-5 pools simultaneously within 6 months thereafter, and up to 5-8 simultaneous pools within the following 12 months.  The timing for each category of product pools will be based upon known budget cycles for the buyers of those products and upon surveys of buyers (as to the timing of their needs) and suppliers (regarding the production cycle for certain manufactured products).

The Licensing Agreement calls for royalties payable by the Company to the Licensor of ten percent (10%) of all gross revenues resulting from the use of the Technology by the Company and twenty-five percent (25%) of all royalties and fees received from third party sublicensees.

The license is terminated upon the occurrence of events of default specified in the License Agreement.
 
On April 29, 2010, the Company entered into a Consulting Services Agreement (“Consulting Services Agreement”) with AVP, a company controlled by Timothy J. Neher.  A copy of the Consulting Services Agreement is attached hereto as Exhibit 10.2.  The Consulting Services Agreement required that AVP provide the Company with certain advisory services that included reviewing the Company’s business plan, identifying and introducing prospective financial and business partners, and providing general business advice regarding the Company’s operations and business strategy in consideration of (a) an option granted by the company to AVP to purchase 3,235,971 shares of the company’s Common Stock at a price of $0.0001 per share (the “AVP Option”) (which was immediately exercised by the holder, subject to a repurchase option (“Repurchase Option”) granted to the Company to repurchase the shares at a price of $0.0001 per share upon the occurrence of certain events of default as more fully detailed in the Consulting Services Agreement and (b) certain cash compensation based on the achievement of certain specific milestones.

On February 22, 2011, the Company received a letter from AVP giving notice of its termination of the Consulting Services Agreement (“Termination Letter”).  The Company believes that AVP failed to perform the agreed services under the Consulting Services Agreement.  Since AVP did not meet the milestones required in the Consulting Services Agreement, the Company does not believe that it is obligated to pay any amounts to AVP under the terms of the Consulting Services Agreement.  The Company further believes that it is entitled to immediately exercise the Repurchase Option with respect to the 3,235,971 shares of Company Common Stock which was issued to AVP under the Consulting Services Agreement at a price of $0.0001 per share and intends to do so.  The Company’s management believes that the termination of the Consulting Services Agreement will have no impact whatsoever on its plan of operation, principally because AVP was not actively involved in the Company’s operations prior to such termination.
 
On May 3, 2010, the Company filed a Form 8-K Report with the United States Securities and Exchange Commission which, among other things, included a change in the Company’s Shell Company Status as of April 15, 2010—the date the Company entered into the License.

 
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On July 2, 2010, the Company completed an offering of our common shares under the provisions of the Delaware securities laws and under an exemption from the federal securities laws. We sold a total of 9,250 common shares at a price of $2.00 per share to a total of thirty-five investors. We raised a total of $18,500 in this offering.

Results of Operations

For the three months ending March 31, 2011, the Company had no revenues and incurred no general and administrative expenses. Compared to no revenues and general and administrative expenses of $1,304 for the corresponding period of 2009.

For the nine months ending September 30, 2010, the Company had no revenues and incurred general and administrative expenses of $22,175 (primarily related to the filing of a registration statement with the Securities and Exchange Commission), compared to no revenues and general and administrative expenses of $600 for the corresponding period of 2010.

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 ($96,748), 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, the Company’s currently pending registration statement on Form S-1 and other SEC-related compliance matters.

Liquidity and Capital Resources

As of March 31, 2011, the Company had assets equal to $78,052 and had current liabilities of $152,300.

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

Operating activities
 
$
(148,052
)
Investing activities
   
-
 
Financing activities
 
$
161,600
 
 
       
Net effect on cash
 
$
13,548
 
 
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.

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.

 
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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 4T.      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 has 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 Company’s management, the Company is not a party to any legal proceeding or litigation.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On July 2, 2010, the company completed a private offering of its common shares under the provisions of the Delaware securities laws and under a Regulation D exemption with respect to the federal securities laws. We sold a total of 9,250 common shares at a price of $2.00 per share to a total of thirty-five investors. The Company raised a total of $18,500 in this offering.  The company intends to use the proceeds of the offering for working capital.
 
Item 3. Defaults Upon Senior Securities.

None.

Item 4. (Removed and Reserved)

Item 5. Other Information.

None.

 
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Item 6. Exhibits.
  
Exhibit
No.
 
Description
 
 
 
31.1
 
Certification of the Company’s Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011.
 
 
 
31.2
 
Certification of the Company’s Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011.
 
 
 
32.1
 
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.
 
SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
Dated: June 1, 2011
 
 
 
ACCELERATED ACQUISITIONS V, INC.
 
 
 
 
By:
/s/ Richard K. Aland
   
Richard K. Aland
   
Chairman and Chief Executive Officer, (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer)
 
 
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EXHIBIT INDEX

Exhibit
No.
 
Description
 
 
 
31.1
 
Certification of the Company’s Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010.
 
 
 
31.2
 
Certification of the Company’s Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010.
 
 
 
32.1
 
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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