UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM  10K/A

Commission file number 0-27182

ACCREDITED BUSINESS CONSOLIDATORS CORP.

(Exact name of registrant as specified in its charter)

Securities registered pursuant to Section 12(b) of the Act:    None               

Securities registered pursuant to Section 12(g) of the Act:   Class:  Common stock, $.0001 par value

Indicate by checkmark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act:  (  ) Yes  (X) No.

Indicate by checkmark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act:  (  ) Yes  (X) No.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) or 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    o    No   x (The Company was late filing its Second Quarter 2011 10-Q report because it required to have its EDGAR password reset).

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (s. 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   (X) No.  The Company is unable to convert its filings into an Interactive Data File and plans on petitioning the Securities and Exchange Commission for an exemption from this requirement.

Indicate by check mark if the disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (s. 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, indefinite proxy or information statements incorporated by reference in Part III of this Form 10-L or any amendment to this Form 10-K.    (  ). 

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 (do not check if a smaller reporting company); (X) Smaller reporting company.

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second quarter:  As of June 30, 2010, considering the price of the common stock being .004 on that day, the aggregate market value of the common equity was $1,745,598 with 436,399,566 common shares outstanding.   

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:  Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Securities Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.  ( ) Yes  () No.    

As of December 31, 2011, there were 436,399,566 shares outstanding of the registrant’s Common Stock, $.0001 par value.  Additionally, there were 500,000,000 preferred shares issued and outstanding.

As of the date of this filing, there were 436,399,566 common shares outstanding of the registrant's Common Stock, $.0001 par value. Additionally, there are 500,000,000 preferred shares issued and outstanding.   The preferred shares are not registered and are not convertible into common shares.

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FORWARD   LOOKING STATEMENTS AND RISK FACTORS

Certain statements contained in this Form 10-K filed by Accredited Business Consolidators Corp. ("Accredited" or "Company") constitute "statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These statements, identified by words such as "will," "may," "expect," "believe," "anticipate," "intend," "could," "should," "expect," "estimate," "plan" and similar expressions, relate to or involve the current views of management with respect to future expectations, objectives and events and are subject to substantial risks, uncertainties and other factors beyond management's control that may cause actual results to be materially different from any such forward-looking statements. Such risks and uncertainties include those set forth in this document and others made by or on behalf of the Company in the future, including but not limited to, the Company's limited operating history, its need for additional capital or financing, its ability or inability to produce and market products and services, its ability to make a profit in the future, its dependence on a limited number of customers and key personnel, its dependence on certain industries, its ability to locate and consummate business opportunities that would appear to be in the best interests of the shareholders, its ability to implement strategies to develop its business in emerging markets, competition from other or similar companies or businesses, and, general economic conditions. Any forward-looking statements in this document and any subsequent Company document must be evaluated in light of these and other important risk factors. The Company does not intend to update any forward-looking information to reflect actual results or changes in the factors affecting such forward-looking information.

WARNING:   Accredited Business Consolidators Corp. and its affiliated enterprises have minimal assets and are in their developmental stages.  The previously filed registration statement relating to the Italian Oven restaurants should not be relied upon as the company has divested itself of all assets during its 1997 bankruptcy proceeding and has been dormant until 2009.  Since 2009, and through the present, the Company invested in high risk loans to affiliated companies with intention that the affiliates can raise funds to begin their enterprises by registering their securities. Only experienced investors who understand the risks of purchasing the common stock of a start-up company with little assets should participate in any trading of our common stock.

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  ITEM 1  --DESCRIPTION OF BUSINESS

Accredited Business Consolidators Corp. (the “Company” or “Accredited”) was organized in 1990 under the name Fornello U.S.A., Inc. Accredited eventually changed its name to The Italian Oven, Inc., to reflect its operation of various Italian restaurants.  However, in October, 1996, Accredited did not have the funds to sustain itself, and it filed for protection under Chapter 11 of the United States Bankruptcy Code. Accredited submitted a plan to the bankruptcy court which divested it of all assets, including intellectual property.  The plan provided no payment to shareholders; however it did not cancel or extinguish the common shares of Accredited.  The United States Bankruptcy Court for the Western District of Pennsylvania approved the bankruptcy plan and on July 17, 1998, Accredited emerged from bankruptcy. From the time Accredited emerged from bankruptcy until December 31, 2008, the company conducted no business.  It had no operations and no assets.  Rather, it simply remained dormant while management sought an opportunity for its shareholders.  The Company has not had any substantive business operations from its emergence from bankruptcy until this year.  The Company was considered a "shell company" as it had no or nominal operations. In 2008, the Company found an investor, My Pleasure Ltd., of the United Kingdom, to pay down all debt owed to business consultants and to lead the Company in a new direction.

When management attempted to locate business opportunities for the company, it incurred debts payable to business reconstruction consultants. My Pleasure, Ltd., a corporation domiciled in the United Kingdom, agreed to provide ACDU with a cash infusion of $150,000.00 to pay off all of the company's debts in exchange for a controlling interest in the Company. On October 17, 2008, My Pleasure Ltd. did indeed provide the cash to the Company which was used to pay off the prior debt and legal expenses. After the payments occurred, ACDU was completely free of debts and expenses. My Pleasure Ltd. received 5,000,000 restricted pre-split common shares which provided it with a majority control over the Company. After the stock split, these 5,000,000 common shares became 500,000,000 common shares.  In 2009, My Pleasure Ltd. elected to convert these shares to preferred shares that are not trading.  During 2009, it did consummate the conversion.  The preferred shares are equivalent in voting rights to a common share except that the preferred shares, in totality, will always have at least 51% of the voting power of the Company. 

My Pleasure Ltd. is a foreign entity that is not owned by any United States persons. Because of this, the Company believes that the transaction was exempt from securities regulations governing United States investors. Nevertheless, legal counsel for the Company filed a REGDEX on November 3, 2008, related to the transaction since My Pleasure was also an accredited investor. The REGDEX does not allow, and will not allow, the Company to sell the unregistered free trading securities to other accredited investors. In fact, My Pleasure Ltd. ultimately converted its controlling interest through common shares to a controlling interest through preferred shares.

Also in October 2008, My Pleasure Ltd., as majority shareholder, elected Joanna Chmielewska as the Company's primary officer. Concurrently, the Company appointed Action Stock Transfer as its stock transfer agent. Action Stock Transfer is located at 7069 South Highland Drive, Suite 300, Salt Lake City, UT 84121. Action is registered with the Securities and Exchange Commission as a stock transfer agent.  As of the end of 2011, My Pleasure Ltd. remains the controlling shareholder.  Action Stock Transfer remains the Company's stock transfer agent.

The Company established a virtual office at 196 West Ashland Street in Doylestown, Pennsylvania 18901 so that it could receive legal documents and mail. The office is not a staffed office but is merely a center to receive business communications. The Company deemed it unnecessary to have a fully staffed office because most of its business opportunities would be located out of the United States and would be in diverse regions.   

During 2010, the Company primarily operated as a holding company loaning money to enterprises it helped form and which it will eventually own a stake in.  

Change in Control and Change in Management

As explained above, in October 2008, there was a significant and material change in control and management when the Company issued 5,000,000 restricted common shares to My Pleasure Ltd. of the United Kingdom. The issuance of these shares effectively gave majority control to My Pleasure Ltd. My Pleasure Ltd. effectively controls the Company and, by vote of its shares, controls the directors and officers of the Company. Also in October 2008, Joanna Chmielewska was appointed the Company's control officer and director. Ms. Chmielewska is effectively controlled by the voting shares of My Pleasure Ltd. No person owns more than 10% of My Pleasure Ltd. However, My Pleasure Ltd. is a private company and most of its records have not been made available to the public. Investing in ACDU does not constitute an investment in My Pleasure Ltd. On the contrary, My Pleasure Ltd. is an investor in ACDU and may be an investor in other companies not affiliated with ACDU.  As of December 31, 2011, and through the date of the filing of this report, My Pleasure Ltd. remained the majority owner of the Company with 53% of its controlling interest.  My Pleasure Ltd. is also the largest creditor of the Company having provided it the majority of the financing it received.

Plan of Operation and Statement of Operations

Subsequent to the purchase of control by My Pleasure Ltd., the Company changed its scope of operations. The Company's business model turned into that of a holding company engaged in locating business opportunities. ACDU would either create the business themselves, form partnerships or joint ventures with third parties, or make direct investments into other corporations. Most of the business opportunities would involve distressed entities or new entities. As a result, ACDU would be required to help assist the companies locate loans or equity finance to enhance the potential for success of the ventures. These companies and ventures may also need to file registration statements with the Securities and Exchange Commission so that they may seek investment money from the public. With this business plan in mind, ACDU created certain related companies as discussed below.  While ACDU will own part, and in some cases most or all, of the entities below, the Company has not directed a stock transfer agent of these entities to issue shares to it.  Once the shares are activated, formal documentation will be filed.

Unfortunately, 2011 did not see our projects reach the stated goals. In 2012, we plan on advancing our programs more aggressively and through the use of independent contractors and consultants.

1. Italian Oven International, Inc. ("IOII"). IOII was formed in January 2009 through a filing with the Pennsylvania Secretary of State to hold investments into small businesses located outside of the United States. 2011 was an uneventful year for IOII.

2. Accredited Business Development Corp. ("ABDC"). ABDC was formed in March 2010 as a Pennsylvania corporation. ABDC will purchase minority stakes in international companies that are deemed worthy and which may be positioned for growth. The Company is in the process of finalizing the necessary documents to raise capital as a Business Development Corp. under section 55 of the Investment Company Act of 1940. It is expected that ACDU will maintain control of ABDC even after the capital raise. Presently, however, ABDC is not conducting business and its success will be dependent on formulating its filings and locating investment-worthy international enterprises. 2011 was an uneventful year for ABDC, but plans continue to move ABDC forward during 2012.

3. Accredited Consolidators Europe PLC ("ACE"). ACE was formed in the United Kingdom in November 2009 as a public limited company. ACE will be a holding corporation similar to ABDC, discussed above. However, it will focus primarily on projects in Eastern Europe. While it will operate similar to a BDC, the Company may or may not choose not to register with the Securities and Exchange Commission and, instead, might only accept foreign investment capital. On December 31, 2011, the Company entered into a resolution directing that it would file documentation with the Pennsylvania Secretary of State to domesticate itself there during the second quarter of 2012. These documents are expected to be filed in March 2012.

4. Accredited Hospitality Group Inc. ("AHG"). AHG is a Pennsylvania corporation formed in November 2009. AHG was formed to develop investments in the hospitality industry. Presently, AHG's sole contract is to provide management services with Hiland Terrace Corp., a small hotel in North Huntingdon, Pennsylvania. The contract does not presently provide revenue to AHG due to Hiland Terrace's financial position. It is noted that the Hiland Terrace was sold to Hotels & Stuff, Inc., a Colorado corporation, in December 2011. Hotels & Stuff will continue its relationship with ACDU. The Company will advise of further developments in this regard.

5. Italian Oven Intellectual Property Inc. ("IOIP"). IOIP is a Pennsylvania corporation formed in January 2009. The purpose of IOIP will be to manage ACDU's intellectual property and trademarks, whether official or common law. IOIP will act separately from the parent company and will receive income through licensing and commissions. While the Company previously reported that IOIP is not expected to be divested from the parent company and it will most likely never file a registration statement to raise capital, certain business opportunities were presented to IOIP during 2011. These opportunities included partial purchase of a patent for certain technologies that are being infringed upon. If the business venture is implemented, IOIP could expand beyond its role of retaining the intellectual property of ACDU.

6. Italian Oven Travel & Entertainment Corp. ("IOTE"). IOTE is a Pennsylvania corporation formed in January 2009. The purpose of IOTE is to offer travel and entertainment related websites. IOTE presently has numerous contracts in place to sell travel offerings such as cruises, hotels, car rentals, and tour packages throughout the world. While agreements to offer travel services are in place, IOTE will need to raise capital to obtain the money to prepare the websites and booking engines necessary to be successful. 2011 was an uneventful year for IOTE. However, plans remain to accelerate the opportunities during 2012.

7. Italian Oven Technologies Inc. ("IOTI"). IOTI is a Pennsylvania corporation formed in February2009 to engage in the business of distributing electronic devices to Central America. Initially, the Company teamed up with ACER Computers as an authorized partner and prepared to import computers into Costa Rica, Nicaragua, and Honduras. However, the Company determined that the pricing for purchasing systems in bulk from ACER could not compete with large retailers such as Circuit City and Amazon.com. While these outlets are not in Central America, residents of those countries import electronics on their own using services with mail forwarding from Miami. Recently, IOTI changed its focus to dual-SIM cellular phones. IOTI began negotiating agreements with several wireless telephone manufacturers in China and Hong Kong that manufacturer the devices. IOTI is in the product testing stage to assure that only quality products are purchased. If the phones being tested pass the tests, the Company will begin importing these telephones into Central America. The dual-SIM phones are extremely popular in Central America because most clients use a prepaid SIM. The prepaid plans provide low cost calling, but only to other phones on the same network. Therefore, residents of Central America usually carry two cellular phones, each being on a separate provider. Having a dual SIM phone alleviates the need for two phones. IOTI will require capital to successfully move forward with the project. This project did not move forward during 2011. However, plans were developed for 2012 that including purchasing name-brand telephonic equipment earmarked for India and importing it to Central America. Specifically, the Company is looking at certain dual SIM models of LG telephones.

8. Italian Oven Financial Inc. ("IOF"). IOF is a Pennsylvania corporation formed in January 2009. IOF's purpose and plan is to offer financial services as a white label affiliate for unique products that can be provided with fair pricing. Presently, IOF is exploring a potential partnership to provide a binary options trading platform to the public. During 2011, negotiations did not continue for the binary options program. However, IOF is planning to explore the opportunity with another financial services company that may wish to enter a similar program during 2012.

9. Richwood Eco Ventures, Inc. ("REVI"). REVI is a Pennsylvania corporation formed in 2009. REVI operated a venture whereby it had Richwood Corporacion in Nicaragua process wood for it which was then sold to enterprises in Europe and the United States. REVI filled two orders for wood from a company in Andorra and caused the timber to be delivered; however, it has since been impaired from operating because of several factors. The first material event was that its consulting director fell ill and was unable to continue in his capacity. This left REVI with no experienced officer in the field. Concurrently, creditors of Rich Forest Management took over the Richwood factory as they claimed to hold a mortgage thereon. While REVI, through its affiliates, owned approximately $100,000 in equipment assets, those assets were inside the factory. REVI's affiliates are presently going through both criminal and civil legal channels to reacquire possession of its wood processing equipment. Once REVI obtains the equipment, it will either partner with another wood processing plant or it will open its own plant. In either case, REVI will need capital and will file an appropriate registration statement with the Securities and Exchange Commission so that it can raise money. During 2011, the legal challenges remained pending.

10. Telecom Tools Inc. ("TTI"). TTI is a Pennsylvania corporation formed in July 2009. TTI filed a patent for a modification to a popular telecommunications punch-down tool. Punch-down tools are routinely used when installing wiring for communications systems and in telephone rooms. The #66 punch-down blade frequently causes accidental shorting when installers brush the tool against adjacent connections. This causes digital stations to crash, lockup, or trip circuit protection, resulting in dropped calls and upset clients. Worse, such accidental contact sometimes causes permanent damage to equipment. TTI's patent provides a coating to the tool that will minimize the chances of shorting. The modification will only cost manufacturers a small amount of money per tool to add the protection to it. TTI will collect royalties on its patent-pending process. TTI’s patent application remained pending during 2011. The Company expects a response from the USPTO during 2012. In the interim, the Company plans on marketing the improvement as a patent pending improvement to tool makers during 2012.

11. Industrial Supply Company LLC ("ISC"). ISC is a Florida Limited Liability Company formed in April 2008. ACDU presently owns 25% of ISC. ISC operates as a construction consulting and lobbying organization. It does not intend to file a registration statement or seek capital from investors. It will work closely with ACDU to develop its consulting enterprises and may help construction companies obtain financing or obtain modifications to local, state, and federal laws through its lobbying programs.   Unfortunately, during 2011, our relationship with ISC remained flat. The executives at ISC failed to pursue their plans and it is unlikely that they will come into fruition. We continue to possess our ownership, and we have not yet written off the value of our investment, but we do not expect the business to advance in a beneficial way to ACDU. Furthermore, ACDU will not attempt to enforce any rights against ISC or to force changes in the business model.

12. Envirocare Corp. ("ECC"). ECC was formed in 2009 by ACDU as an entity that would sell products such as environmentally friendly cement. The formation of ECC occurred before the Calichi Sino alliance was created. ACDU will not move forward with using ECC as a vehicle to sell this type of product because it will focus primarily on the CSI alliance. Since determining that it could not continue with the proposed joint venture with Blue World Crete (formerly known as Green World Crete) because it determined that officers of B/GWC had convictions in a Medicare fraud scheme. Because of the abandonment of the project, ECC remained dormant. However, ECC will continue to search for ventures that will not compete with CSI and that are environmentally friendly. If it locates an opportunity, it would need to file a registration statement with the Securities and Exchange Commission to gain the capital it needs.

13. Accredited Suppliers Corp. ("ASC"). ASC was formed in November 2009 as an entity that would import auto parts and other supplies to Central America. ASC has been in operation for nearly two years and is achieving a fair profit; however, the initial investment into ASC was low so the profits were similarly not substantial. Therefore, ASC needs to replicate its business model with additional capital. ASC requires additional capital to implement its business model and buy additional vehicles and hire staff to deliver parts to enterprises in rural areas in Nicaragua, Honduras, and Guatemala. Parts carry a premium in remote areas because most business owners have to travel to the city to buy items for sale in their stores. Having a delivery service to the areas makes Accredited a primary supplier for the rural business.

14.  3-101-532180, S.A., of Costa Rica. 3-101-532180 S.A. operates a mall-based clothing store in Costa Rica. ACDU owns 25% of 3-101-532180 S.A.  The Company is expanding to Spain, most likely Madrid or Barcelona, in 2011. However, the Spain store will be a separate entity. It is expected that ACDU will own 25% of the Spanish entity that will be formed for this operation or will participate in a joint venture agreement whereby it controls a 25% interest therein. During 2011, 3-101-532180 did indeed expand to Spain with a slight direction to the program. The new venture focuses on new age materials. During 2012, a Pennsylvania entity will be formed to purchase certain loans made to the new enterprise. It is expected that ACDU will own between 9 and 24% of the new entity.

15.  Hiland Terrace Corp.  The Company owns less than 10% of the Hiland Terrace Corp., a corporation that owned a small motel and office center in Pennsylvania.  Hiland Terrace Corp. sold the hotel in December 2011 to Hotels & Stuff, Inc. a Colorado corporation. ACDU will receive shares in Hotels & Stuff Inc. to compensate it for its percentage of ownership in Hiland Terrace Corp. It is expected that the new shares will be issued to the Company during the second quarter of 2012.

16.  Identifier Inc. ("II"). II was formed in 2010 to earn advertising revenue from websites. The websites focus on the release of data in a publicly alterable wiki format. II requires additional capital to implement its business model. During 2011, Identifier Inc. did not have substantial operations to report. However, during the second quarter of 2012, Identifier Inc. will be hiring a full time programmer in India to establish their internet sites so that the business model will move forward. The Company has narrowed its choice between two programming companies based in India that will supply programming staff for 48 hours per week.

17.  Accredited RAC Company ("ARAC"). ARAC is a Pennsylvania corporation formed in July 2010. ARAC's business plan is to offer car rentals in Central America. ARAC, while it maintains financing in place to purchase vehicles for rent in Nicaragua, has chosen to continue its evaluation of the market before beginning operations. Specifically, prior to moving forward with the vehicle purchase, the Company needs to be assured that it will be able to make payments during the initial stages of operations. The Company did not move forward with the ARAC program during 2011 and, due to its investigation of insurance programs available in Nicaragua, has decided to restructure the enterprise’s business plans prior to proceeding.

18.  Calichi Sino, Inc. ("CSI"). CSI is a Florida corporation formed in February 2010. ACDU will own between 10 and 20 percent of CSI depending on the final agreement between the partners. CSI will market environmentally friendly concrete products. CSI will be a prospective alliance of partners including ACDU, companies affiliated with Zeobond of Australia, and entities affiliated with Harricrete Ltd. of Trinidad. In the simplest of terms, the alliance will purchase or produce Zeobond's patented products and distribute them in areas that Zeobond does not presently have a market for them. Harricrete, which presently engages in international distribution of construction materials, will provide its logistical experience and distribution channels. During 2011 this project did not move forward through no fault of Zeobond or ACDU officials. Rather, United States-based intermediaries appeared to be occupied with other projects and did not move the project forward. The Company believes that the project remains viable, but without serious implementation of the plans by the intermediaries in the United States, the project cannot move forward. While the potential exists to find other partners in the United States and to use Zeobond as a supplier or via a licensing agreement, ACDU’s percentage of ownership in CSI did not enable it to force the issue through. It is understood that the intermediaries in the United States allowed CSI’s Florida registration to lapse as well. Therefore, if ACDU chooses to involve itself in this project during 2012 or beyond, it would require additional control over the administration of the Company including, but not limited to, control of financial accounts and corporate documents to enable complete oversight and achievement of success and a direct working relationship with Zeobond so that the enterprise would not become reliant on the intermediaries or consultants.

19. SadBro Cinema Inc. (“SadBro”). SadBro is a Pennsylvania corporation formed during 2011 that is in the process of filing a registration statement with the Securities and Exchange Commission. SadBro maintains a licensing agreement to create, produce, and complete a film preliminarily titled, “The Convocation.” The screenplay is completed, but subject to certain editing. Once the registration statement is filed, ACDU plans on providing support for the enterprise. Final determinations have not been made as to the extent of ACDU’s involvement in the project, but it is expected that ACDU will own between 9% and 24% of the Company. 

20. RSS Marketing Inc. (“RSS”). RSS is a Pennsylvania corporation formed in 2009 that has developed business plans for an internet marketing company based in Nicaragua. RSS will make use, pursuant to a licensing arrangement, of certain domain names controlled by Domain Management, Inc., a corporation also affiliated with ACDU. Presently, ACDU does not own any shares of RSS. However, RSS is in the process of filing a registration statement with the Securities and Exchange Commission. If approved, ACDU will be in a position to purchase shares of RSS.

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ITEM 1A.  Risk Factors.

Smaller reporting companies are not required to provide risk factor disclosure on their form 10-K filings.  Nevertheless, Accredited Business Consolidators Corp. believes that investors and potential investors should view our company as an extremely high risk and speculative investment.  We have outlined certain risk factors below but they may not be complete and additional risk factors may exist:

1.  Our Business Is Difficult To Evaluate Because We Have No Ongoing Operations and Minimal Assets . As the Company currently has no ongoing operations other than to find business ventures and with only minimal assets, there is a risk that we will be unable to continue as a going concern and consummate a business combination. We have no significant assets or financial resources. We will, in all likelihood, sustain operating expenses without corresponding revenues, at least until the consummation of a business combination. This may result in our incurring a net operating loss that will increase continuously until we can consummate a business combination with a profitable business opportunity. We cannot assure investors that we can identify a suitable business opportunities and consummate the business combinations.   

2. We Will Continue To Incur Claims, Liabilities And Expenses . We will continue to incur claims, liabilities and expenses, which will reduce the realizable value of our remaining assets and the amount potentially available for distribution to stockholders. Claims, liabilities and expenses from operations (such as salaries, directors' and officers' insurance, payroll and taxes, legal, accounting and consulting fees and miscellaneous office expenses) will continue to be incurred. These expenses will have to be satisfied from our remaining assets and, therefore, will reduce the net realizable value of those assets.    

3.  Our Business Will Have No Revenues Unless We Acquire An Operating Business or Create a Successful Joint Venture . As of the date hereof, the Company, as defined in Rule 12b-2 under the Exchange Act, is a “shell company,” defined as a company with no or nominal assets (other than cash) and no or nominal operations. We currently have no revenues from operations. We may not realize any revenues unless and until we successfully acquire an operating business or participate in an active joint venture.  

4.   Because Of The Deficiencies In Our Past Compliance With Disclosure Rules And The Requirements Of Securities Laws, We Face Risks Of Liability Under The Securities Laws .  Although we are presently in compliance with our reporting requirements, we did not achieve this status until May 2011. While we worked with the Securities and Exchange Commission to meet certain deadlines they imposed on us, they still have the right to take action against us. While we have no indication that they will, in the past we have not filed our annual reports for several years.  Therefore, we could be named in an administrative, civil or criminal proceeding by the SEC or another government entity, and we could be named in a civil proceeding brought by a stockholder or other private entity. There is no guarantee we would emerge from such a proceeding with the ability to continue as a going concern. The deficiencies in our compliance which we believe could have material consequences for us include the following: We note that we failed to file our reports with the SEC in a timely manner during the second quarter of 2011. This was the result of our inability to upload the reports because the EDGAR system locked us out. We had to reapply for passcodes from the SEC and, upon receipt, we promptly filed our report. We note, however, that another late filing could cause us to be delisted from the Over the Counter Bulletin Board.  During 2012, we received a communication from the Securities and Exchange Commission containing staff comments.  These comments are addressed throughout this report.  The communication resulted in our Company changing certain accounting methods.  Our responses to the SEC's staff comments do not foreclose the Commission from taking any action with respect to the filing.  The SEC's position is that that the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws.

5.  Our Financial Statements Include A Going Concern Opinion From Our Independent Auditors .The Company received a going concern opinion on its financial statements for fiscal year 2011. Our auditors have stated that due to our lack of assets and operations, there is "substantial doubt" about our ability to continue as a going concern. The going concern opinion from our auditors may limit our ability to access certain types of financing, or may prevent us from obtaining financing.

6.   Future Success Is Highly Dependent On The Ability Of Management To Locate And Attract A Suitable Acquisition . The nature of our operations is highly speculative and there is a consequent risk of loss of your investment. The success of our  operation will depend to a great extent on the operations, financial condition and management of the identified business opportunity. While management intends to seek business combination(s) with entities having established operating histories, we cannot assure you that we will be successful in locating candidates meeting that criterion. In the event we complete a business combination, the success of our operations may be dependent upon management of the successor firm or venture partner firm, and numerous other factors beyond our control.

7.   Future Sales By Existing Security Holders Could Depress the Market Price of Our Common Stock .  If our existing stockholders sell a large number of shares of our common stock, the market price could decline significantly.  Further, even the perception in the public market that our existing stockholders might sell shares of common stock could depress the market price of the common stock. 

8.  There Are Risks Associated With Our Stock Trading On The Over the Counter Bulletin Board Rather Than A National Exchange.   There are significant consequences associated with our stock trading on the Over the Counter Bulletin Board market rather than a national exchange including limited release of the market prices of our securities, limited news coverage, limited interest by investors in our securities, volatility of our stock price due to low trading volume, limited ability to issue additional securities or to secure additional financing, manipulation by traders, and purchase and sale decisions by market makers. 

9.  There is No Assurance That An Active Public Trading Market Will Develop:   There has been an extremely limited public trading market for the Company's common stock.  There can be no assurances that a public trading market for the common stock will develop or that a public trading market, if developed, will be sustained.  If for any reason a public trading market does not develop, purchasers of the shares of common stock may have difficulty in selling their securities should they desire to do so. 

10.  "Penny Stock" Regulations May Impose Certain Conditions On The Marketability Of Our Securities .  The Securities and Exchange Commission has adopted regulations which generally define "penny stock" to be an equity security that has a market price of less than $5.00 a share, subject to certain exceptions.  Our common stock is presently, and most probably will always be, subject to these regulations which impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 including their spouse).  For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser's written consent to the transaction prior to the purchase.  Additionally, for any transaction involving a "penny stock," unless exempt, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the Commission relating to the "penny stock" market.  The broker-dealer must disclose the commission payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer's presumed control over the market.

There are other risk factors associated with investing into ACDU that are not outlined above. For that reason, our Company does not constitute an investment that persons, other than those with experience in trading Over the Counter securities, should invest in.

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ITEM 2.  PROPERTIES

During the 2011 fiscal year, the Company neither owned nor rented any properties.

ITEM 3.  LEGAL PROCEEDINGS 

During the 2011 fiscal year, there were no known material legal proceedings involving the Company.  The Company, through its affiliates, is participating in litigation to achieve access to property and industrial equipment belonging to Richwood Eco Ventures Inc. This litigation continued during 2011.  The property consists of wood processing equipment, electric power generators, and vehicles. While the Richwood Eco Ventures matter is not material to the Company to the extent it will affect our business model of assisting other companies, it is material to our subsidiary, Richwood Eco Ventures, Inc. Prevailing on the legal actions would greatly assist in the success of Richwood Eco Ventures. However, there is no certainty in legal proceedings and the matter is ongoing.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

During the 2011 fiscal year, there were no matters submitted to a vote of securities holders, through the solicitation of proxies, or otherwise. Most of the Company’s activities were conducted through resolutions granted by the majority consent of My Pleasure Ltd., our majority shareholder.

PART II

ITEM 5  Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Shares of Accredited Business Consolidators Corp. common stock are traded in the United States on the Over the Counter Market.  Our shares also trade as an OTCQB stock on OTC Markets Group Inc.'s electronic pricing system.  The principal United States market for our common stock is not an exchange.  As such, the rules of the Securities and Exchange Commission require us to state the range of high and low bid information for the equity for each full quarter within the most recent fiscal years and any subsequent interim period for which financial statements are included, or are required to be included by Article 3 of Regulation S-X, as regularly quoted in the automated quotation system or a registered securities association, or where the equity is not quoted in such a system, the range of reported high and low bid quotations, and to indicate the source of the quotations.  We are required to advise that such over-the-counter market quotations reflect inter-dealer prices, without retail markup, mark-down, or commission and may not necessarily represent actual transactions.  However, because of the passage of time, the best information available to the Company consist of trading information. Therefore, we are providing the pricing for each day.  The source of our information is the website pinksheets.com that lists the entire history of the stock's trading prices.  During 2011, the stock traded using the symbol ACDU.  Prior to trading as ACDU, the stock traded as IOVE.

The instructions provided by the Securities and Exchange Commission direct issuers to provide the data retroactively to any split of the stock.  In 2009, a 100 for 1 forward split occurred.  This split occurred during the 2009 fiscal year.  As the split occurred before 2011, the prices below already provide full accounting of the split.

During the times material to this annual report, the Company had approximately 852 shareholders with share certificates.  An additional number of shareholders maintained shares through the nominee name of Cede & Company, which is the name for shares held by the Depository Trust and Clearing Corporation.  The Company believes that approximately 600 persons held shares under the nominee name at any given time during fiscal year 2008.  As such, the Company estimates that it had between 1200 and 1500 shareholders during the material times.  The number of shareholders changes as people buy and sell the stock through the electronic quotation systems.

The Company does not issue any cash dividends at the present time and it does not anticipate the payment of cash dividends in the future.  

There are not and were not equity compensation plans in place during the fiscal year 2010. 

There are no securities to be issued upon the exercise of outstanding options, warrants and rights.

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ITEM 6.  SELECTED FINANCIAL DATA

As a smaller reporting company, we are not required to provide the information required by Item 301 of Regulation S-K. 

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. 

During fiscal year 2011, the Company's primary operation involved loaning money to its close affiliates that its controlling shareholder loaned the Company.  The intention of the loans are to provide start-up capital to enable the enterprises to develop a business plan and seek funding through the filing a registration statement.  Unless the Company can locate business opportunities that can be funded, it most likely cannot continue as a going concern.  This means that investors could lose all of their money that they invested into the stock. 

During 2011, the Company's revenue consisted mainly of $163.68 in commissions from its travel related services and websites.  The Company continues to develop its businesses and business plans with great uncertainty as to whether any of the enterprises and proposals will be funded, successful, or gain revenue for the Company. 

We incurred operating costs and expenses of approximately $27,060 to operate the Company.  These costs relate to normal business operating costs and interest owed to our primary stockholder, My Pleasure Ltd., for cash loans that the entity made to our Company.

We incurred an unrealized loss of $20,599 by reducing the value of investments we made into Direct Markets Holding and James Monroe Capital Corp.  Our reduction in value was based on the market price of the securities as of the last trading day in December 2011.

At the end of 2011, we had only $1,469 in cash on hand, a reduction of approximately $9,500.  Our lack of cash and the possibility that we may not be able to secure additional cash in the future should be a cause of concern for investors.

During 2011, we did not raise any capital by selling stock.  Most of our capital came from loans from My Pleasure Ltd.  While we do not presently have plans to sell shares to the public, we may consider attempting to raise additional equity in the future to raise funds for our working capital requirements.  We will need to raise additional capital, by loan or otherwise, to implement our business plans that are described herein.

Our assets consist primarily of ownership of stock in other small companies.  It is unclear whether our investments and stock ownership will result in additional cash for the Company.  At the present time, only some of our investments are liquid.  The shares that do trade are unrestricted.  This means we may sell the shares on the open market.  However, because most of the shares that trade do so on the over the counter exchange, any attempt to rapidly sell the shares could reduce the share price significantly. 

As to the Company's critical accounting policies, we generally state our financial position and prepare our accounting in accordance with principles generally accepted in the United States.  We have attempted to report our financial position without using estimates and assumptions, but we may occasionally have to in the future.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, income statement, and cash flows of the Company for all periods have been made. During the relevant period, the company had minimal operations, a small amount of assets, but incurred substantial debt. 

Use of a Nicaraguan Auditing Firm

Management chose an auditing firm in Nicaragua based on the fact that none of its officers are in the United States, one of its officers are in Nicaragua, the Company's documents and records are kept in Nicaragua, and a portion of the Company's operations are in Nicaragua.  Management made this decision even though the Company is a Pennsylvania corporation.   Rule 2-01(a) of Regulation S-X requires an auditor to be licensed in the jurisdiction where he resides or maintains an office.  In this case, our auditor is licensed where he resides, to wit, Nicaragua.  However, the staff of the Securities and Exchange Commission issued guidance found in Section 5 of “International Reporting and Disclosure Issues in the Division of Corporate Finance” that infers the auditor should be licensed in the jurisdiction where the Company that is being audited is licensed.  Management believes that, especially in cases like ours where our ties to the United States are not as strong as most domestic companies, the SEC's guidance is not consistent with the plain language and intent of the regulation.  Indeed, applying the SEC's staff's guidance to our situation would provide an absurd result:  We would have to retain an auditor located in a jurisdiction where our officers would require a visa to visit and where we would have to import our business records.  Moreover, arbitrarily requiring us to use an auditor in the United States may violate various international trade agreement, infringe upon our rights guaranteed by the United States Constitution and its amendments, and otherwise constitute a requirement that is arbitrary, capricious, and contrary to law.   On September 24, 2012, we received a communication from the staff of the Securities and Exchange Commission asking for information about our use of a Nicaraguan auditor and referring us to their guidance.  Upon review of the relevant information, we respectfully decline to change our decision to use a Nicaraguan auditor at the present time.

ACS Topic 946 and the Investment Company Act of 1940

A review of our financial statements and records reveal that our assets consist primarily of equities of various other enterprises and loans made to start-up companies.  We believe that this situation is temporary.  On September 24, 2012, we received a communication from the staff of the Securities and Exchange Commission.  The SEC's staff asked us to consider whether we are qualified as an Investment Company within the meaning of Section 3 of the Investment Act of 1940.   The SEC directed us to review the asset test found in Section 3(C) of the Act.  After due consideration, we do not believe we are qualified as an Investment Company.   Indeed, we are engaged in businesses other than that of investing, owning, holding, or trading in securities. We provide management consulting services, loans, collect travel commissions, receive commission on internet advertising, and, as recently announced, now provide internet hosting and internet domains through our associates. As stated in our report, most of the entities that we propose being affiliated with have not yet issued securities except where stated in our financial statements that we own stock in the entities. Our business relationship with the companies presently involves our loaning money to them. Since our commissions related to our other businesses, such as our travel business and internet advertising services, have so far been de minimus, our primary activity involves providing loans to the entities we invested in. Therefore, we also fall under the exception to being an “investment company” found in Section 3(c)(4) relating to companies that substantially all of its business is confined to making small loans or similar businesses. While we note that it appears that, at the end of the fiscal year 2011, we had more than forty per centum (40%) of our assets in securities, this situation is temporary.  As stated in filings that occurred after the end of the fiscal year, we are in the process of purchasing a 135 acre property in Bluefields, Nicaragua.  If this acquisition occurs, our stock holdings will fall under forty percentum of our assets.

In the letters received in September 2012, the SEC’s staff also asked us to discuss the consideration given to whether we are subject to the guidance set forth in ASC Topic 946 (relating to investment companies) and to explain the basis for our conclusion. The staff requested that we advise if we believe we expect to be qualified as an Investment Company in the future and the support for our conclusion.  ASC Topic 946 relates to investment companies that meet the specific criteria found in Chapter 946-10-15-2. To qualify as an investment company, the only substantive activities of the entity are investing in multiple investments for returns from primary business activity. In our case, our business activities are broader.  While we do invest in some startup entities, many which are affiliated with us and which we make clear we have a conflict of interest in doing so, we also hope to earn income and profit through the issuance of loans, receipt of management consulting fees, and commissions and royalties from our advertising, travel services, and other diversified ventures.  Moreover, as stated above, we are in the process of purchasing land in Nicaragua which would then become our primary asset.  An investment company must state that its express business purpose is investing to provide returns from capital appreciation, investment income, or both.  We have not stated this to be our express business purpose. Indeed, it is not our express business purpose.  Our express business purpose is broader as we are a diversified company exploring many different opportunities.  Chapter 946-10-15-2 requires that an investment company utilize “unit ownership” which many of our activities do not comply with. An investment company must also use a “pooling of funds” system that many of our investments do not utilize.  We, as an entity, do not utilize any “pooling of funds” and we have not used our status as a public company to raise funds.  In fact, we have not raised money through share issuances since 1996.  Finally, an investment company evaluates the performance of its investments utilizing a “fair value” system.  We have not engaged in the necessary “fair value management” to become an investment company, notwithstanding our writing down the value of certain investments due to their declining value, we do not have the ability to determine the “fair value” of some of the investments we made.  In some instances, we have no non-public information about the entities and said entities are non-reporting entities which mean they are not required to made reports to the SEC or to their shareholders. Therefore, we have no method to gauge the “fair value” of the investment and our ultimate returns may not be based on the value of the entities at all, but rather on the whims of market speculators since the equities trade over the counter.  Pursuant to the SEC’s staff comments, we will attempt to provide a more fair value based on market price guidance; however, we have no method to engage in a true “fair value management” as to these investments that would allow us to be classified as an investment company.  We do not anticipate that we will be an investment company under the strict definition found in Chapter 946-10-15-2 in the near future.  While we are not limiting ourselves to assert that we will never revisit that statement, it is not something that will occur within the reasonable future.  On the contrary, we believe that our focus will be on developing business within ACDU through direct contracts or subsidiaries, acquiring land, and building an asset base. 

Similarly, the SEC asked us for consideration of how we considered whether or not we qualified as an Investment Company as defined in Section 3 of the Investment Company Act of 1940.  Specifically, the SEC pointed to the description of activities and asset test defined in Section 3(a)(1)(C) of the Act.  We do not believe we would be qualified as an “investment company” because of Section 3(b)(1) of the Investment Company Act of 1940. Indeed, we are engaged in businesses other than that of investing, owning, holding, or trading in securities. We provide management consulting services, loans, collect travel commissions, receive commission on internet advertising, and, as recently announced, now provide internet hosting and internet domains through our associates.  We are also in the process of purchasing real property in Nicaragua.  As stated herein, most of the entities that we propose being affiliated with have not yet issued securities except where stated in our financial statements that we own stock in the entities. Our business relationship with the companies presently involves our loaning money to them.  Since our commissions related to our other businesses, such as our travel business and internet advertising services, have so far been de minimus, our primary activity involves providing loans to the entities we provided money to at a set interest rate.  Therefore, we also fall under the exception to being an “investment company” found in Section 3(c)(4) relating to companies that substantially all of their business is confined to making small loans or similar businesses.  While we note that it appears that, at the end of the fiscal year 2011, we had more than forty per centum (40%) of our assets in securities, this situation is temporary.  Our loan portfolio, non-stock assets, and real property will most likely exceed the value of the investments by mid-2013. Furthermore, pursuant to the staff’s suggestion, we will note some of our investments in stock as impaired which will result in a further decrease in the value of our stock-based assets. Finally, our investment in our own stock would not be considered towards the forty per centum (40%) figure.

The SEC’s staff also inquired about our statement that we are finalizing documents to raise capital as a business development company as defined by the Investment Company Act of 1940.  We do not plan to raise capital as a Business Development Company and we do not purport to be a BDC. However, we are affiliated with a company, Accredited Business Development Company (“ABDC”), which may seek to raise capital as a BDC in the future.  However, ABDC has not taken the steps necessary to move forward at this time.  ABDC’s sole actions, as of the present date, is that it was formed as a corporation and acquired a Central Index Key number from the SEC.  It has not sought to raise capital.  It has neither solicited any person nor received funds from any person.  ABDC presently maintains no assets and no debt.  In the event that ABDC prepares the documents to move ahead with its forward looking goal of raising money as a BDC, it would file the appropriate paperwork with the SEC and register to do so. Our role with ABDC would be assisting it with management of the enterprise and possibly as an investor in the Company.  In the event of a development with respect to the program, we would file appropriate notifications to our shareholders and make our role clear.

Cash and Cash Equivalents

We maintain cash balances at Bank of America and with OptionsXpress, the broker we use for stock trading.  For the purpose of the balance sheets and other financial statements, we consider our bank accounts and brokerage account cash balance as cash.

Fair Value of Financial Instruments

Prior to this financial statement, we used the cost basis value as the amount listed with respect to investments we made in various entities. After receiving comments from the Securities and Exchange Commission, we performed a nunc pro tunc review as of December 31, 2011, and revalued certain investments as an impaired value based on current market price instead of our cost basis.  We made an adjustment to the balance sheet for the unrealized loss as a result of the impaired value. Therefore, we reduced the value of our purchase of common stock in the entity now known as Direct Markets Holdings by $20,499 to reflect the market value of the securities as of December 31, 2011.  Similarly, we reduced the value of our purchase of common stock of James Monroe Capital Corp. by $100.00 to reflect its December 31, 2011, value.  This is noted in the financial statements as an unrealized loss.

Advertising and promotion

Our advertising and promotional costs are identified at the time of payment. We consider both our communications with shareholders, such as press releases, and our advertising of products and services to constitute advertising and promotion. However, our press releases are not offers to buy and sell our securities. Rather, they are used to aid in the communication with current shareholders and potential customers.  The statements contained in the press release constitute forward looking statements.  Certain statements contained therein and made by Accredited Business Consolidators Corp. ("ACDU" or "Company") constitute "statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These statements, identified by words such as "will," "may," "expect," "believe," "anticipate," "intend," "could," "should," "expect," "estimate," "plan" and similar expressions, relate to or involve the current views of management with respect to future expectations, objectives and events and are subject to substantial risks, uncertainties and other factors beyond management's control that may cause actual results to be materially different from any such forward-looking statements. Such risks and uncertainties include those set forth in this document and others made by or on behalf of the Company in the future, including but not limited to, the Company's limited operating history, its need for additional capital or financing, its ability or inability to produce and market products and services, its ability to make a profit in the future, its dependence on a limited number of customers and key personnel, its dependence on certain industries, its ability to locate and consummate business opportunities that would appear to be in the best interests of the shareholders, its ability to implement strategies to develop its business in emerging markets, competition from other or similar companies or businesses, and, general economic conditions. Any forward-looking statements in this document and any subsequent Company document must be evaluated in light of these and other important risk factors. The Company does not intend to update any forward-looking information to reflect actual results or changes in the factors affecting such forward-looking information.

Accounts Receivables and Loan Receivables

In financial statements prior to the year ending in 2011, we classified certain loans as accounts receivables.  Beginning with the financial statements herein that end on December 31, 2011, we reclassify the loans we made as loans payable.  Starting with the December 31, 2011, financial statements, an accounts receivable will be a trade receivable owed to us rather than a loan receivable.

Investments

We consider an investment to be the issuance of stock, ownership, or equity in an enterprise in exchange for monetary and other consideration.  We ordinarily list our actual investment cost as the price we paid for a particular investment.  While sometimes we receive equity in exchange for a combination of cash consideration and consulting services, we have not included a value for the consulting services.  This is because it is difficult to attribute a value to our services when the equity is not priced.  In these instances, we would show a gain upon the sale of our equity interest or upon receipt of a dividend.  In cases where there is a method to attribute a value to our services rendered in exchange for shares, we would advise of the value and provide the relevant information in our reports.

Revenue Recognition

With respect to revenue, we report the receipt of cash for services, commissions, etc., at the time we are paid.  With respect to our investment activity, we record revenue received when we actually sell the stock.

Development Stage Enterprise

On September 24, 2012, we received commentary from the staff of the Securities and Exchange Commission suggesting that  we may constitute a development stage company pursuant to ASC 915-205-20.  We have, therefore, provided additional information including notification of cumulative expenses since the inception of the development stage activities.  The Company discloses the deficit accumulated during the development stage and the cumulative statements of operations and cash flows from inception of development stage activities to the current balance sheet data.  In our case, we use July 18, 1998, as the date of inception as that is the date we emerged from bankruptcy with no assets and no liabilities. That is also the date we began to be a development stage entity. To date, the development stage of the Company's operations consist of developing business plans, business models, and marketing concepts.  The Company is also engaging in joint ventures to test market certain techniques and internet based services.  To include pre-bankruptcy data from the 1990s when we operated as a restaurant holding company would present a distorted picture of our financial position and development stage operations. 

Emerging Growth Company

Although not enacted at the end of the fiscal year 2011, Congress passed the Jumpstart Our Business Startup Act ("JOBS Act") during 2012.  We appear to be an emerging growth company within the meaning of the JOBS Act.  These provisions require that we only file two years of audited financial statements.  This may conflict with the SEC's comments and various accounting provisions that suggest we file cumulative financial statements.  We will be analyzing the law and accounting policies in the future to make a final determination.  Regardless, unless we determine there are errors in this report or the SEC provides additional comments and guidance, we do not intend to amend this report to eliminate disclosures even if they were not required under the JOBS Act.

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See the attached Exhibits and Annexes consisting of the financial statements and notes thereto. 

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

From 1998 through 2008, the Company was dormant.  We did not perform the necessary audits in a timely manner.  Our prior auditor, Arthur Andersen LLP, no longer operates and has not operated for several years.  We have attempted to obtain records from Arthur Andersen's successor, but have not been successful. Specifically, they ignored written and electronic demands.  Because of this, and since some of our future business activity would occur in Nicaragua, in early 2010, we retained Berman W. Martinez y Asociados, of Managua, Nicaragua.  BWMA is registered with the Public Company Accounting Oversight Board.  Berman W. Martinez y Asociados remains our auditor.

There have been no disagreements with BWMA as to the financial statements and notes thereto contained herein.

ITEM 9A.  CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures

We conducted an evaluation, with the participation of our Chief Executive Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) under the Exchange Act as of December 31, 2011, to ensure that information required to be disclosed by us in the reports filed or submitted by us 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, including to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer has concluded that as of December 31, 2011, our disclosure controls and procedures were not effective at the reasonable assurance level.  Specifically, as discussed herein, the Securities and Exchange Commission pointed out what they believed were deficiencies in our reporting.  As a result of the SEC's comments, we modified certain accounting procedures. 

Management’s annual report on internal control over financial reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of our company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Management assessed our internal control over financial reporting as of December 31, 2011. Management based its assessment on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management’s assessment included evaluation of such elements as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and our overall control environment.

Based on our assessment, management has concluded that our internal control over financial reporting was not effective, as of the end of fiscal year 2011, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles.

We do note that we filed our second quarterly report in a late manner. This occurred because we were required to obtain a new EDGAR access code and did not receive the code on the day we made the application. This was not a result of problems in our accounting reporting system or internal control system over financial reporting, but due to an oversight in monitoring the expiration date of the EDGAR codes. As a result of this incident, we have implemented a program that requires our accounting consultants to log into the EDGAR system on a frequent basis.

As a smaller reporting company, management’s report as to controls and procedures is not subject to attestation by our registered public accounting firm.

We have not provided our reports using an interactive data file on our website.  We also failed to submit the reports using interactive data to the Securities and Exchange Commission.  We intend to seek an exemption from this requirement as complying would substantially burden our company.  In fact, without incurring additional debt, we could not pay the $10,000 to $20,000 it would cost us to comply each year. 

We note that, notwithstanding our determination that our controls and procedures were not effective, we believe that our financial statements provided herein present a clear picture of our present financial situation.  We have identified no fraud and have not made any deliberate material misstatements. 

Our making modifications to our financial statements does not foreclose the possibility that the SEC may take action against us.  In fact, we pointedly stated we disagree with their interpretation of one of the governing regulations.  The SEC may choose to initiate action against us to litigate this issue, or any other issue, found within their comments or our filing.  The SEC's position is that companies generally may not assert that staff comments are a defense in any proceeding initiated by the Commission under the federal securities laws of the United States.   As this is a legal issue, we make no comment as to the merits of their position. 

ITEM 9B.  OTHER INFORMATION

On July 17, 2011, we filed a report on Form 8-K. The report explained that effective July 15, 2011, our stock began trading on the Over the Counter Bulletin Board (OTCBB).  Regardless of this listing, we continue to trade electronically on the OTCQB operated by OTC Markets, Inc. (formerly Pink Sheets).  We did not request the OTCBB listing; rather, an independent market maker filed the appropriate forms for us to be listed.  We received no advanced notice of the listing.  We believe that we will continue to be timely with our corporate filings and that we will remain listed on both the OTCBB and the OTCQB systems.  

In the same report, we advised that we received information from several shareholders that a website calling itself Penny Stock Rampage claimed that we hired it to conduct stock promotion activities.  The site asserted that we spent $35,000 in promotional fees.  The claim has since been removed from the site.  Nevertheless, we want to make it clear that the Company's policy is not to promote its trading stock.  Nobody involved with the Company has spoken to the persons claiming to operate as Penny Stock Rampage and we specifically disavow any claims on the site.  We note that the site was most likely created by penny stock traders known as "flippers" who make a profit based on movements in small cap stocks.  We caution investors that they should not purchase stock based on discussions on public stock discussion sites or on promotional sites such Penny Stock Rampage.  Over the counter securities are high risk investments. Neither the Company nor its affiliates will pay for stock promotion.

Finally, we notified shareholders that we will be phasing out our mailing addresses in the United States.  Paper-based mail for the Company should be sent to the address in the United Kingdom that is shown on our website, www.accreditedbiz.com . Legal service of process should be made upon ABC Agents, Inc., our commercial registered office provider with a copy being sent by ordinary mail to our United Kingdom location. However, despite this advisement, we continue to maintain both the United Kingdom and the United States address.

On March 12, 2011, we filed a report on Form 8-K advising shareholders that, on February 10, 2011, the Securities and Exchange Commission sent Accredited Business Consolidators Corp. a letter advising the Company that it failed to comply with certain reporting responsibilities required by the Securities Exchange Act of 1934.  The letter directed AccreditedBiz to file its delinquent reports within fifteen (15) days of the date of the letter.  The letter stated that, in the event AccreditedBiz fails to file its delinquent reports, the Securities and Exchange Commission may choose to initiate proceedings to revoke the Company's registration and/or issue a trading suspension for the stock. AccreditedBiz advised the Securities and Exchange Commission that it recognized its responsibility to file its reports.  The Company explained that it filed audited annual reports for the periods of 1997 through 2007.  In addition, AccreditedBiz notified the SEC that its most recent quarterly report was filed and that the report provided shareholders with an understanding of the Company's financial position and its business plan. Subsequently, AccreditedBiz received contact from the Securities and Exchange Commission staff attorney working on the case.  The staff attorney advised that the SEC informally granted the request for an extension and marked their database with the proposed dates.  The informal action does not constitute a no-action determination by the SEC and they may, in their discretion, take any action if they deem it appropriate. We ultimately did complete the required filings and, to date, have no information that suggests that the SEC intends to take action against us.

On February 14, 2011, we filed a report on Form 8-K explaining that we replaced our share issuance moratorium with a permanent shareholder rights bylaw.  Pursuant to the bylaw, the present authorized number of common shares, i.e., 450,000,000, will remain that maximum number of common shares.  No change to the authorized number of common shares can take place unless the Company provides public notice by press release and Securities and Exchange Commission filing at least sixty (60) days before the change.  The release shall explain:  (a)  When the authorized number of shares will increase; (b) The reason the additional shares will be issued; and (c) an explanation as to how the issuance of additional shares will ultimately increase shareholder value.  Finally, if the shares are ever increased beyond the 450,000,000 presently authorized, the increase in the authorized shall be to the exact amount of the proposed issuance of shares. While this new bylaw caps share issuances without sixty (60) days notice to the shareholders, it does provide about 13,600,000 shares that that Company could possibly issue without raising the authorized.  Presently, the Company has no intention or need to issue those shares.  If the shares are ultimately issued, the Company would issue an SEC filing stating the reasons for that issuance. The present share structure of the Company for common shares is:   436,399,566 issued and outstanding which includes 70,546,600 restricted shares and 365,852,966 free trading shares.   Of the 365,852,966 free trading shares, 328,837,743 are in the name of CEDE & Co. and the remaining are in certificate form on file with the transfer agent. The Company has received several inquiries from shareholders as to the status of the moratorium along with suggestions that the Company issued free trading shares into the open market.  The Company has not authorized any new free trading shares, did not sell any free trading shares to any accredited investor, and has not issued an offering allowing for the purchase of free trading shares.  All present common shares that are issued and outstanding are over ten years old and originated with the Company's prior offerings.

As stated throughout this report, during September 2012, we received comments from the Securities and Exchange Commission that warranted us revising this report.  Therefore, investors should review this filing carefully.

Subsequent to the filing of our original report, we determined that we would use our Nicaraguan location as our primary business address in lieu of the virtual offices in the United States of America and the United Kingdom that we utilized.   Our business records and files are located in Nicaragua.

7

PART III

ITEM 10.   DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

During 2010, the Company's sole director was Joanna Chmielewska.  She also acted as the Company's President.  Ms. Chmielewska was born in Poland in 1979 and presently resides in the United Kingdom and elsewhere.  Ms. Chmielewska has extensive experience managing sales programs and overseeing large businesses.  Our Vice President is Andy William who currently resides in Nicaragua and is overseeing our integration into Central America. 

Our principal shareholder is My Pleasure Ltd., a United Kingdom investment group.  Joanna Chmielewska is an officer of My Pleasure Ltd. in addition to being the sole officer here.  It should be clear that this presents a conflict of interest and that Ms. Chmielewska may take actions that benefit My Pleasure Ltd.

Audit Committee and Audit Committee Financial Expert: Our Board of Directors did not have an Audit Committee other than the Company’s officers and it does not have an Audit Committee Financial Expert. 

  Compensation Committee: Our Board of Directors did not have a Compensation Committee.  

Section 16(a) Beneficial Reporting Compliance: Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's directors and executive officers, and persons who own more than 10% of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other of our equity securities. These insiders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file, including Forms 3, 4 and 5. There have been no changes in the ownership of our control shares that we are aware of.

Code of Ethics: We have not yet adopted a Code of Ethics for our executive officers. However, current management is aware that a duty exists for the executive staff to bring value to the shareholders of this Company.

ITEM 11.  EXECUTIVE COMPENSATION

During fiscal year 2011, our executives did not receive compensation from us.  Neither Joanna Chmielewska nor Andy William will be collecting a regular salary until the Company achieves certain goals such as maintaining an interest in an affiliated company that creates sufficient cash flow to enable a salary.    

No shares, options, or warrants were issued to officers or directors during the fiscal year.  However, it is noted that My Pleasure Ltd. purchased control of this Company in October 2008 through the issuance of shares to it.  The Company does not consider this to be compensation from the Company as My Pleasure Ltd. paid for the shares.  It is noted that My Pleasure Ltd. is not an officer of the Company, however, its President, Joanna Chmielewska, is also the President here.

8

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth as of the date of this report, certain information with respect to the beneficial ownership of our voting securities by (i) each person or group owning more than 5% of the Company’s securities, (ii) each director, (iii) each executive officer and (iv) all executive officers and directors as a group. The information presented in the table is based on 436,399,566 common shares and 500,000,000 preferred shares with the same voting rights as the common shares in existence as of December 31, 2011.

My Pleasure Ltd., controlling shareholder, a United Kingdom
company managed by Joanna Chmielewska,
President of AccreditedBiz                                                                  Preferred Stock          500,000,000         53% 

All officers, directors, and control persons as a group                         Preferred Stock          500,000,000        53%

Except as otherwise indicated each person has the sole power to vote and dispose of all shares of common stock listed opposite his name. Each person is deemed to own beneficially shares of common stock which are issuable upon exercise or warrants or options or upon conversion of convertible securities if they are exercisable or convertible within 60 days of the date of this report.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Related Transactions:  During the fiscal year 2011, the Company received various loans from My Pleasure Ltd.  My Pleasure Ltd. is the controlling shareholder.  These loans are considered related-party transactions.  Similarly, the Company made loans to various companies and enterprises.  Each of these loans is considered a related party transaction because we are affiliated with the companies that received the funding.  Because of the affiliation and related party status, we may have overlooked certain facts that an ordinary lender would consider such as the length of time the business existed and its revenues.  Because our loans were meant to help the companies start up, they may be considered extremely high risk lending. 

Director Independence:   The Company does not believe we have any independent directors under the definition of “independent director” set forth in the Rules of NASDAQ, Marketplace Rule 4200(a)(15).  We note that we no longer trade on the NASDAQ market and are presently trading on the over-the-counter market.  As such, we are not required to comply with NASDAQ Marketplace Rules.

During 2011, Joanna Chmielewska was the sole director of the Company.  Ms. Chmielewska was also the President of our controlling shareholder, My Pleasure Ltd.  We do not assert that Ms. Chmielewska was independent within the meaning of Regulation S-K or any other definition.

9

ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES

AUDIT FEES:

The following lists fees billed by Berman W. Martinez y Asociados, current auditors for the Company, for the years ended December 31, 2011 and 2010.

AUDIT COMMITTEE APPROVAL POLICIES AND PROCEDURES

Presently, the board of directors acts as the Company's Audit Committee.  The present Audit Committee does not have a financial expert serving on its committee at this time due to the size and nature of the Company. All audit and non-audit services were obtained after the fiscal year in question, and were approved by the Audit Committee, which consists of the members of the board of directors which considers, among other things, the possible effect of the performance of such services on the auditors' independence. The Audit Committee approves the annual engagement of the principal independent registered public accounting firm, including the performance of the annual audit and quarterly reviews for the subsequent fiscal year, and approves specific engagements for tax services performed by such firm. The Audit Committee has also established policies and procedures for certain enumerated audit and audit related services performed pursuant to the annual engagement agreement, including services associated with SEC filings approved by the Board of Directors; review of periodic reports and other documents filed with the SEC or other documents issued in connection with filings, such as comfort letters and consents; assistance in responding to any SEC comment letters, if any; and consultations with such firm as to the accounting or disclosure treatment of transactions or events and the actual or potential impact of final or proposed rules, standards or interpretations by the SEC, Public Company Accounting Oversight Board (PCAOB), Financial Accounting Standards Board (FASB), or other regulatory or standard-setting bodies. The Audit Committee is informed of each service performed pursuant to its policies and procedures. The Audit Committee has considered the role of Berman W. Martinez y Asociados in providing services to us for the fiscal year ended December 31, 2011 and has concluded that such services are compatible with such firm's independence.

10

PART IV

ITEM 15

EXHIBITS, FINANCIAL STATEMENTS, AND SCHEDULES

See below for the financial statements and exhibits.  The prior filings with the Securities and Exchange Commission are discussed above.

ACCREDITED BUSINESS CONSOLIDATORS CORP.

SIGNATURES

Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

EXHIBIT

Berman W. Martinez y Asociados

Contadores Publicos Autorizados

Managua, January 21, 2013
Report of Independent Auditors

To Members of the Board:
ACCREDITED BUSINESS CONSOLIDATORS CORP.

A Development Stage Entity

We have audited the accompanying amended balance sheets of Accredited Business Consolidators Corp. as of December 31, 2011 and December 31, 2010 and the related statements of income, statement of changes in equity and cash flows for the one year period ended December 31, 2011, the one year period ended December 31, 2010, and the period from July 18, 1998 (emergence from bankruptcy) through December 31, 2011.  These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (PCAOB) in the United States. These standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are presented without misstatement.

An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's opinion, including assessment of the risks that this statement misstatement, whether due to fraud or error. In conducting risk assessments, the auditor considers internal controls relevant to the preparation and fair presentation of Accredited Business Consolidators Corp. financial statements, to design audit procedures that are appropriate in the circumstances, but not with the purpose of expressing an opinion on the effectiveness of internal controls of Accredited Business Consolidators Corp. Accordingly, we express no such opinion as to the effectiveness of the Company's internal controls.  An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements and its explanatory notes. 

We believe that our audits provide a reasonable basis for our opinion.

Our audit was conducted for the purpose of expressing an opinion on the financial statements attached. The information presented in the notes are presented for purposes of additional analysis and is not a required part of the financial statements, such information has been subjected to the auditing procedures applied to financial reporting and, in our opinion, presents fairly in all material respects, in relation to the financial statements taken as a whole.

In our opinion the accompanying balance sheets of Accredited Business Consolidators Corp. as of December 31, 2011, and December 31, 2010, and the related income statement, statement of changes in equity and cash flows for the one year period ending December 31, 2011, the one year period ending December 31, 2010, and the period from July 18, 1998, through December 31, 2011, the summary of significant accounting policies and other explanatory notes present fairly, in all material respects, the financial situation of Accredited Business Consolidators Corp., in accordance with accounting procedures generally accepted in the United States.

The financial statements have been prepared assuming the Company will continue as a going concern. As discussed in the notes to the financial statements, the Company has minimal assets, substantial debt, and only a small amount of revenue.  It has accumulated a deficit since beginning its development stage.  This raises substantial doubt about its ability to continue as a going concern.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Berman W. Martinez Martinez

Lic. Berman W. Martínez Martínez

Authorized Public Accountant

Direccion Rubenia C28  Telefono [505] 22222198 - 22663124 Fax 22223032 Apartado: 1488   
Miembro de la Camara Nicaraguense de Contadores Publicos y Consultores

Berman W. Martinez y Asociados 
Contadores Publicos Autorizados

PCAOB REGISTERED
January 21, 2013

  CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use, in the statement on Amended Form 10-K of Accredited Business Consolidators Corp. of our report dated January 21, 2013, on our audit of the amended balance sheet of Accredited Business Consolidators Corp. as of December 31, 2011 and the related statements of operations, stockholders' equity and cash flows for the year ended December 31, 2011, the year ended December 31, 2010, and the cumulative period from July 18, 1998, through December 31, 2011, and the reference to us as experts or auditors.

Berman W. Martínez Martínez

Authorized Public Accountant

Managua, Managua

Direccion Rubenia C28  Telefono [505] 22222198 - 22663124 Fax 22223032 Apartado: 1488  

Miembro de la Camara Nicaraguense de Contadores Publicos y Consultores

EXHIBIT 31.1

CERTIFICATIONS

I, Joanna Chmielewska, certify that:

1. I have reviewed this Annual on Form 10-K of Accredited Business Consolidators Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. I am presently responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a – 15(f) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, except that in this instance I was not an officer at the time the data was accumulated in this report and based the information on third party information obtained from prior officers and their legal counsel, of which I believe to be true;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation, but note that I was not an officer at the time period in this report and based the information on data received from the company’s prior officers; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, that:

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. § 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2003

In connection with the Annual Report on Form 10-K of Accredited Business Consolidators Corp. (the “Company”) for the 2008 fiscal year, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned President, and sole financial officer of the Company, certifies, to the best of her knowledge, information, and belief of the signatory, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2003 that:

 (1) The Report complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.