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EXCEL - IDEA: XBRL DOCUMENT - Makism 3D Corp.Financial_Report.xls
EX-32.1 - Makism 3D Corp.ex32-1.txt
EX-31.1 - Makism 3D Corp.ex31-1.txt
EX-31.2 - Makism 3D Corp.ex31-2.txt
EX-32.2 - Makism 3D Corp.ex32-2.txt

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

                                   FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
    ACT OF 1934

                  For quarterly period ended December 31, 2012

                                       or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

          For the transition period from _____________ to _____________

                        Commission File Number 000-54222

                             Advanced Cellular, Inc.
             (Exact name of registrant as specified in its charter)

           Nevada                                                42-1771506
(State or Other Jurisdiction of                               (I.R.S. Employer
 Incorporation or Organization)                              Identification No.)

                                 5348 Vegas Dr.
                               Las Vegas NV 89108
               (Address of principal executive offices)(Zip code)

                                Tel: 866-824-2112
                             Fax: +1 (888) 353-8842
              (Registrant's telephone number, including area code)

                                 Not Applicable
              (Former name, former address, and former fiscal year,
                          if changed since last report)

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

Indicate by check mark whether the registrant has submitted  electronically  and
posted on its corporate Web site, if any, every  Interactive  Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.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) [X] Yes [ ] No

Indicate by checkmark  whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer or a smaller reporting company.  See
definition  of "large  accelerated  filer,"  "accelerated  filer," and  "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large  accelerated  filer [ ]                      Accelerated  filer [ ]

Non-accelerated  filer [ ]                         Smaller reporting company [X]

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

The issuer has 14,000,000  shares of common stock outstanding as of February 13,
2013.

PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Balance Sheets as of December 31, 2012 (Unaudited) and June 30, 2012 3 Statements of Operations for the Three and Six Months Ended December 31, 2012 and 2011 and for the period from May 4, 2010 (Inception) through December 31, 2012 (Unaudited) 4 Statement of Stockholders' Deficit for the Six Months Ended December 31, 2012, and for the periods from May 4, 2010 (Inception) through December 31, 2012 (Unaudited) 5 Statements of Cash Flows for the Six Months Ended December 31, 2012 and 2011, and for the period from May 4, 2010 (Inception) through December 31, 2012 (Unaudited) 6 Notes to the Financial Statements (Unaudited) 7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 10 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK 12 ITEM 4. CONTROLS AND PROCEDURES 12 PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS 13 ITEM 1A. RISK FACTORS 13 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 13 ITEM 3. DEFAULTS UPON SENIOR SECURITIES 13 ITEM 4. MINE SAFETY DISCLOSURES 13 ITEM 5. OTHER INFORMATION 13 ITEM 6. EXHIBITS 13 2
PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS ADVANCED CELLULAR, INC. (A Development Stage Company) BALANCE SHEETS December 31, June 30, 2012 2012 -------- -------- (Unaudited) (Audited) ASSETS CURRENT ASSETS: Cash $ 84 $ 4,707 Prepaid expense -- 1,200 -------- -------- TOTAL CURRENT ASSETS 84 5,907 -------- -------- TOTAL ASSETS $ 84 $ 5,907 ======== ======== LIABILITIES AND STOCKHOLDERS' DEFICIT CURRENT LIABILITIES: Accounts payable $ 6,850 $ 5,175 Loans payable - director 5,108 4,908 -------- -------- TOTAL CURRENT LIABILITIES 11,958 10,083 -------- -------- TOTAL LIABILITIES 11,958 10,083 -------- -------- STOCKHOLDER'S DEFICIT: Preferred stock, 50,000,000 shares authorized, par value $0.0001, no shares issued and outstanding -- -- Common stock, 100,000,000 shares authorized, par value $0.0001, 14,000,000 shares issued and outstanding 1,400 1,400 Additional paid in capital 49,850 49,850 Deficit accumulated during the development stage (63,124) (55,426) -------- -------- TOTAL STOCKHOLDERS' DEFICIT (11,874) (4,176) -------- -------- TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 84 $ 5,907 ======== ======== The accompanying notes are an integral part of these financial statements. 3
ADVANCED CELLULAR, INC. (A Development Stage Company) STATEMENTS OF OPERATIONS (Unaudited) Cumulative Three Months Three Months Six Months Six Months May 4, 2010 Ended Ended Ended Ended (Inception) to December 31, December 31, December 31, December 31, December 31, 2012 2011 2012 2011 2012 ------------ ------------ ------------ ------------ ------------ REVENUE $ -- $ -- $ -- $ -- $ -- ------------ ------------ ------------ ------------ ------------ EXPENSES: Organization costs -- -- -- -- 662 General and administrative 3,396 3,026 7,698 20,259 62,462 ------------ ------------ ------------ ------------ ------------ TOTAL EXPENSES 3,396 3,026 7,698 20,259 63,124 ------------ ------------ ------------ ------------ ------------ Loss before income taxes (3,396) (3,026) (7,698) (20,259) (63,124) Provision for Income Taxes -- -- -- -- -- ------------ ------------ ------------ ------------ ------------ NET LOSS $ (3,396) $ (3,026) $ (7,698) $ (20,259) $ (63,124) ============ ============ ============ ============ ============ BASIC AND DILUTED LOSS PER COMMON SHARE a a a a ============ ============ ============ ============ WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 14,000,000 14,000,000 14,000,000 13,260,870 ============ ============ ============ ============ ---------- a = Less than ($0.01) per share The accompanying notes are an integral part of these financial statements. 4
ADVANCED CELLULAR, INC. (A Development Stage Company) STATEMENTS OF STOCKHOLDERS' DEFICIT (unaudited) Deficit Accumulated Common Stock Additional Subscribed During the Total ---------------------- Paid in Stock Development Stockholders' Shares Amount Capital Not Issued Stage Deficit ------ ------ ------- ---------- ----- ------- INCEPTION MAY 4, 2010 -- $ -- $ -- $ -- $ -- $ -- Common stock issued to directors for cash ($0.002 per share) 10,000,000 1,000 19,000 -- -- 20,000 Net loss for the period -- -- -- -- (662) (662) ---------- ------- -------- -------- -------- -------- BALANCE JUNE 30, 2010 10,000,000 1,000 19,000 -- (662) 19,338 Net loss for the period -- -- -- -- (1,586) (1,586) ---------- ------- -------- -------- -------- -------- BALANCE SEPTEMBER 30, 2010 10,000,000 1,000 19,000 -- (2,248) 17,752 Net loss for the period -- -- -- -- (1,090) (1,090) ---------- ------- -------- -------- -------- -------- BALANCE DECEMBER 31, 2010 10,000,000 1,000 19,000 -- (3,338) 16,662 Net loss for the period -- -- -- -- (7,218) (7,218) ---------- ------- -------- -------- -------- -------- BALANCE MARCH 31, 2011 10,000,000 1,000 19,000 -- (10,556) 9,444 Common stock subscribed for cash ($0.01 per share), net of issuance costs -- -- -- 19,672 -- 19,672 Net loss for the period -- -- -- -- (12,537) (12,537) ---------- ------- -------- -------- -------- -------- BALANCE JUNE 30, 2011 10,000,000 1,000 19,000 19,672 (23,093) 16,579 Issuance of subscribed stock 2,000,000 200 19,472 (19,672) -- -- Common stock issued for cash ($0.01 per share), net of issuance costs 2,000,000 200 11,378 -- -- 11,578 Net loss for the period -- -- -- -- (32,333) (32,333) ---------- ------- -------- -------- -------- -------- BALANCE JUNE 30, 2012 14,000,000 1,400 49,850 -- (55,426) (4,176) Net loss for the period -- -- -- -- (7,698) (7,698) ---------- ------- -------- -------- -------- -------- BALANCE DECEMBER 31, 2012 14,000,000 $ 1,400 $ 49,850 $ -- $(63,124) $(11,874) ========== ======= ======== ======== ======== ======== The accompanying notes are an integral part of these financial statements. 5
ADVANCED CELLULAR, INC. (A Development Stage Company) STATEMENTS OF CASH FLOWS (Unaudited) For the Period From May 4, 2010 Six Months Ended (Inception) to December 31, December 31, December 31, 2012 2011 2012 -------- -------- -------- OPERATING ACTIVITIES Net loss $ (7,698) $(20,259) $(63,124) Adjustments to Reconcile Net Loss to Net Cash Used by Operating Activities Write-down of inventory -- 6,783 -- Decrease in prepaid expenses 1,200 -- -- Increase (decrease) in accounts payable 1,675 (7,958) 6,850 -------- -------- -------- NET CASH USED BY OPERATING ACTIVITIES (4,823) (21,434) (56,274) -------- -------- -------- INVESTING ACTIVITIES NET CASH USED BY INVESTING ACTIVITIES -- -- -- -------- -------- -------- FINANCING ACTIVITIES Proceeds from (repayment of) loans - director 200 4,908 5,108 Proceeds from the sale of common stock -- 11,578 51,250 -------- -------- -------- NET CASH PROVIDED BY FINANCING ACTIVITIES 200 16,486 56,358 -------- -------- -------- Net Increase (Decrease) in Cash (4,623) (4,948) 84 Cash, Beginning of Period 4,707 18,309 -- -------- -------- -------- CASH, END OF PERIOD $ 84 $ 13,361 $ 84 ======== ======== ======== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the period for: Interest $ -- $ -- $ -- ======== ======== ======== Income taxes $ -- $ -- $ -- ======== ======== ======== The accompanying notes are an integral part of these financial statements. 6
ADVANCED CELLULAR, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS December 31, 2012 NOTE 1. GENERAL ORGANIZATION AND BUSINESS The Company was incorporated under the laws of the state of Nevada on May 4, 2010. The Company has limited operations, is considered a development stage company and has not yet realized any revenues from its planned operations. Subsequent to our incorporation, we have been in the process of establishing ourselves as a company that will focus its operations on developing and commercializing a performance management system that will be used by cellular network operators. We have named our system AdvancedPM. NOTE 2. BASIS OF PRESENTATION The accompanying unaudited condensed interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission ("SEC") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. The financial information as of June 30, 2012 is derived from the audited financial statements presented in the Company's Form 10-K filed with SEC on July 24, 2012. The unaudited condensed interim financial statements should be read in conjunction with the Company's Form 10-K, which contains the audited financial statements and notes thereto. Certain information or footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. It is management's opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. The interim results for the period ended December 31, 2012 are not necessarily indicative of results for the full fiscal year. NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES DEVELOPMENT STAGE As a development stage enterprise, the Company discloses the deficit accumulated during the development stage and the cumulative statements of operations and cash flows from inception to the current balance sheet date. USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. 7
EARNINGS PER SHARE The basic earnings (loss) per share is calculated by dividing our net income available to common shareholders by the weighted average number of common shares during the year. The diluted earnings (loss) per share is calculated by dividing our net loss attributable to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. CASH AND CASH EQUIVALENTS The Company considers all highly liquid investments with maturity of three months or less when purchased to be cash equivalents. FAIR VALUE OF FINANCIAL INSTRUMENTS The carrying value of the Company's financial instruments, consisting of accounts payable and loans from director approximate their fair value due to the short-term maturity of such instruments. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. INCOME TAXES Deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is established when necessary to reduce deferred tax assets to the amounts expected to be realized. The Company accounts for income taxes under the provisions of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 740, "Accounting for Income Taxes. It prescribes a recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. As a result, the Company has applied a more-likely-than-not recognition threshold for all tax uncertainties. The guidance only allows the recognition of those tax benefits that have a greater than 50% likelihood of being sustained upon examination by the various taxing authorities. The Company is subject to taxation in the United States. All of the Company's tax years since inception remain subject to examination by Federal and state jurisdictions. The Company did not identify any uncertain tax positions. The Company classifies penalties and interest related to unrecognized tax benefits as income tax expense in the Statements of Operations. As of December 31, 2012 and 2011, the Company had no accrued interest or penalties. NOTE 4. INCOME TAXES The Company uses the liability method , where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. Since inception through December 31, 2012, the Company has incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward as of December 31, 2012 is $63,124 and will expire 20 years from the date the losses were incurred. As of December 31, 2012, deferred tax assets consisted of the following: Net operating losses (estimated tax rate 34%) $ 21,462 Less: valuation allowance (21,462) -------- Net deferred tax asset $ -- ======== 8
NOTE 5. STOCKHOLDER'S DEFICIT AUTHORIZED The Company is authorized to issue 100,000,000 shares of $0.0001 par value common stock and 50,000,000 shares of preferred stock, par value $0.0001. All common stock shares have equal voting rights, are non-assessable and have one vote per share. Voting rights are not cumulative and, therefore, the holders of more than 50% of the common stock could, if they choose to do so, elect all of the directors of the Company. ISSUED AND OUTSTANDING On May 4, 2010, the Company issued 10,000,000 shares of common stock to its director for cash consideration of $20,000. In August 2011, the Company issued 4,000,000 shares of common stock for net proceeds $31,250, of which $19,672 was received during June 2011 and presented as subscriptions received not issued on the June 30, 2011 balance sheet. NOTE 6. RELATED PARTY TRANSACTIONS The sole officer and director of the Company is involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts. The Company has paid management fees of $3,000 to its sole executive officer during the year ended June 30, 2012. No such amounts were paid during the six months ended December 31, 2012 and 2011. To December 31, 2012, the Company's sole officer and director advanced $5,108 to the Company for travel and administrative expenses. These advances are non-interest bearing and due on demand. NOTE 7. GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has net losses for the period from inception (May 4, 2010) to December 31, 2012 of $63,124. This condition raises substantial doubt about the Company's ability to continue as a going concern. The Company's continuation as a going concern is dependent on its ability to meet its obligations, to obtain additional financing as may be required and ultimately to attain profitability. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management is planning to raise additional funds through debt or equity offerings. There is no guarantee that the Company will be successful in these efforts. NOTE 8. CONCENTRATIONS OF RISKS The Company's operations are subject to significant risk and uncertainties including financial, operational, technological, and regulatory risks including the potential risk of business failure. See Note 7 regarding going concern matters. NOTE 9. PROPERTY The Company does not own or rent any property. We currently maintain our corporate office at 17- 5348 Vegas Dr., Las Vegas, NV 89108 USA. This location is a virtual office that we maintain with EastBiz.com, Inc. which provides us with a mailing address for communications. This service is provided by EastBiz.com for $99.00 per year, plus we maintain a reserve that Eastbiz.com will use for payment of postage. This reserve account will be supplemented as needed. We may terminate the lease arrangement upon 30-days' written notice to INC Management. Our executive officer, Mr. Karlo Guray does not work from this location, but operates from his respective residence in Israel at no charge to us. 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FORWARD LOOKING STATEMENTS This quarterly report on Form 10-Q contains certain forward-looking statements. Forward-looking statements may include our statements regarding our goals, beliefs, strategies, objectives, plans, including product and service developments, future financial conditions, results or projections or current expectations. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential" or "continue," the negative of such terms, or other comparable terminology. Such forward-looking statements appear in this Item 2 - "Management's Discussion and Analysis of Financial Condition and Results of Operations," and include statements regarding our expectations regarding our short - and long-term capital requirements and our business plan and estimated expenses for the coming 12 months. These statements are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause actual results to be materially different from those contemplated by the forward-looking statements. The business and operations of Advanced Cellular, Inc. are subject to substantial risks, which increase the uncertainty inherent in the forward-looking statements contained in this report. We undertake no obligation to release publicly the result of any revision to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Further information on potential factors that could affect our business is described under the heading "Risks Related To Our Company" in Part I, Item 1A, "Risk Factors" in our Form 10-K filed for the year ended June 30, 2012 with the SEC on July 24 2012. Readers are also urged to carefully review and consider the various disclosures we have made in this report. OVERVIEW Advanced Cellular, Inc. ("Advanced", "us", "we" and "our") was incorporated on May 4, 2010 in the State of Nevada. We are a development stage company, and to date have not earned any revenue and currently do not have any significant assets. Our offices are currently located at c/o Easybiz.com Inc 17-5348 Vegas Dr., Las Vegas, NV 89108. Our telephone number is 866-824-2112. Our website is www.advancedcellularinc.com. We are established for the purpose of developing and commercializing a performance management system for use by cellular operators. We have named our system AdvancedPM. To date we have not yet started the development of our system, AdvancedPM. There is no assurance that once developed it will perform in the manner described or will include all of our planned features. Once developed, we expect our planned system to enable cellular operators to analyze and optimize their cellular network performance. Common cellular network equipment records different events during voice calls or data calls. These call events are being stored in a dedicated database. Each cellular manufacturer has its own unique database structure to store the call events. Cellular operators have to monitor the call events in order to evaluate and improve their cellular network performance. Key Performance Indicators (KPIs) are the significant measurements used to track the cellular network performance against the cellular operator's objectives. These KPIs are being calculated to summarize the call events; the major KPIs are pre-specified and common for every cellular manufacture with respect to the specific technology. Analyzing the KPIs enables the operator a real-time monitoring, trend performance tracking and a drill-down into network element level. Our planned system will present the KPIs in a browser based, parameter driven, dynamic report generation, flexible report scheduling capabilities and Support a wide variety of export formats including PDF, HTML, CSV, XLS, RTF, and Image. Our goal is to help small cellular operators monitor their network and enable them to improve their network using an off-the-shelf product with a minimum customization which will lead to minimal cost. We plan to generate revenues from the sale of our AdvancedPM system to cellular network operators, at an additional cost we plan to offer support and maintenance service. 10
Once developed, we expect AdvancedPM to provide radio access network status management, performance analysis and support the following capabilities: * Monitor real-time system performance and not only the element status. * Display the performance trend enabling to identify problems which missed by the manual process. * Geographic map display enable analyzing the data over detailed maps, streets, satellite photo, topographical. * Export detailed daily reports for engineers and high level of management. * Increase engineering efficiency and automatically identifying issues that impact network quality. * Assess current deployment and decide regarding requirement for new deployment or expansion. In order to use our planned system, prospective cellular network operators will be required to send us the cellular network manufacture data sheets with regards to performance collection and database specification, and then we will need to integrate the cellular network manufacture database with AdvancedPM. Once developed, we expect AdvancePM to support multi-user environment through high speed and secure access across the Intranet or the Internet. The user will be able to access the reports directly without any client application using simple to access web reports to improve the information sharing across the organization. Reporting capabilities include exporting to a common PC application format such as Microsoft Excel, PDF, JPG. Reporting and Monitoring include geographic map display enable analyzing the data over detailed street maps, satellite photo and topographical maps. We have commenced only limited operations, primarily focused on organizational matters and efforts related to this Offering. Our performance management system is currently in the development stage and is not ready for commercial sale. At this stage in our development, there can be no assurance that we will be successful in generating revenues from our performance management system or that cellular operators seeking for performance management system will be receptive to using our service. Our auditors have issued an audit opinion which includes a statement describing their doubts about whether we will continue as a going concern. Our financial status creates substantial doubt whether we will continue as a going concern. Investors should note that we have not generated any revenues to date, we do not yet have any products available for sale, and we do not have a fully operational valid working prototype of our proposed product. On August 1, 2011 we launched an online store that sells a wide variety of electronics and cellular devices and accessories. We launched this store as a complimentary service to the small-medium size cellular operators (http://advancedcellularinc.w2bshop.com/). As of December 31, 2012, our company has $84 of cash and will need to raise additional capital within the next twelve months. The company has no full time employees and our current officer/director intends to devote approximately five hours per week to our business activities. RESULTS OF OPERATIONS - THREE MONTHS ENDED DECEMBER 31, 2012 AND 2011 During the three months ended December 31, 2012, we incurred operating expenses of $3,396. Our operating expenses for the three months ended December 31, 2012 included accounting and audit fees of $2,950, $280 of filing fees related to our SEC filings, and administrative fees of $166. 11
During the three months ended December 31, 2011, we incurred operating expenses of $3,026. Our operating expenses for the three months ended December 31, 2011 included accounting and audit fees of $2,800, $180 of filing fees related to our SEC filings and transfer agent fees, and administrative fees of $46. RESULTS OF OPERATIONS - SIX MONTHS ENDED DECEMBER 31, 2012 AND 2011 During the six months ended December 31, 2012, we incurred operating expenses of $7,698. Our operating expenses for the six months ended December 31, 2012 included accounting and audit fees of $6,950, $575 of fees related to our SEC filings and transfer agent, and administrative fees of $173. During the six months ended December 31, 2011, we incurred operating expenses of $20,259. Our operating expenses for the six months ended December 31, 2011 included a write-down of inventory in the amount of $6,783, accounting and audit fees of $6,800, travel expenses of $5,000, $1,090 of fees related to our SEC filings and transfer agent, and administrative fees of $586. LIQUIDITY AND CAPITAL RESOURCES To date, we have had negative cash flows from operations and we have been dependent on sales of our equity securities to meet our cash requirements. We expect this situation to continue for the foreseeable future. We anticipate that we will have negative cash flows from operations in the next twelve month period. As of December 31, 2012, we had cash of $84 representing a net decrease in cash of $4,623 since June 30, 2012. During the six months ended December 31, 2012, we used $4,823 of cash in operations for the operating expenses described above, offset by a $1,675 increase in accounts payable and a $1,200 decrease in prepaid expense. In addition, we financed a payment of services through a $200 loan from our director. Because we have not generated any revenue from our business, we will need to raise additional funds for the future development of our business and to respond to unanticipated requirements or expenses. There can be no assurance that additional financing will be available to us, or on terms that are acceptable. Consequently, we may not be able to proceed with our intended business plans or complete the development and commercialization of our product. If we fail to generate sufficient net revenues, we will need to raise additional capital to continue our operations thereafter. We cannot guarantee that additional funding will be available on favorable terms, if at all. Any shortfall will affect our ability to expand or even continue our operations. We cannot guarantee that additional funding will be available on favorable terms, if at all. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable. ITEM 4. CONTROLS AND PROCEDURES EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES As required by Rule 13a-15/15d-15 under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), as of December 31, 2012, we have carried out an evaluation of the effectiveness of the design and operation of our Company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our Company's management, our President (Principal Executive Officer) and Treasurer (Principal Accounting Officer). Based upon the results of that evaluation, our management has concluded that, as of December 31, 2012, our Company's disclosure controls and procedures were effective and provide reasonable assurance that material information related to our Company required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to management to allow timely decisions on required disclosure. 12
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING There were no changes in our internal control over financial reporting identified in connection with the evaluation described above during the quarter ended December 31, 2012 that has materially affected or is reasonably likely to materially affect our internal controls over financial reporting. PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. MINE SAFETY DISCLOSURES Not applicable ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS (a) Pursuant to Rule 601 of Regulation SK, the following exhibits are included herein or incorporated by reference. Exhibit Number Description ------ ----------- 3.1 Articles of Incorporation (incorporated by reference to the Registrant's Registration Statement on Form S-1 filed with the SEC on August 27, 2010). 3.2 Bylaws (incorporated by reference to the Registrant's Registration Statement on Form S-1 filed with the SEC on August 27, 2010). 31.1 Certification of CEO Pursuant to 18 U.S.C. ss. 1350, Section 302* 31.2 Certification of CFO Pursuant to 18 U.S.C. ss. 1350, Section 302* 32.1 Certification Pursuant to 18 U.S.C. ss.1350, Section 906* 32.2 Certification Pursuant to 18 U.S.C. ss. 1350, Section 906* 101 Interactive Data Files pursuant to Rule 405 of Regulation S-T.** ---------- * Filed herewith. ** Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability. 13
SIGNATURES Pursuant to the requirements of Section 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. Advanced Cellular, Inc. By: /s/ Karlo Guray --------------------------------------- Karlo Guray President, Secretary and Treasurer (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer) February 13, 2013 1