ACCELERA INNOVATIONS, INC. - FORM 10-Q

Attached files

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EXCEL - IDEA: XBRL DOCUMENT - ACCELERA INNOVATIONS, INC.	Financial_Report.xls
EX-31.1 - EXHIBIT 31.1 - ACCELERA INNOVATIONS, INC.	ex31.htm
EX-32.1 - EXHIBIT 32.1 - ACCELERA INNOVATIONS, INC.	ex32.htm

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2013

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission file number 000-53392

Accelera Innovations, Inc.

(Exact name of small business issuer as specified in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)

26-2517763

(I.R.S. Employer Identification Number)

20511 Abbey Drive

Frankfort, Illinois 60423

(Address of Principal Offices)

(866) 866-0758

(Issuer’s Telephone Number)

(Former name, former address and former fiscal year, if changed since last report)

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large Accelerated Filer o		Accelerated Filer o		Non-Accelerated Filer o (Do not check if a smaller reporting company)		Smaller Reporting Company þ

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

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 21,511,812 shares of common stock, par value $.0001 per share, outstanding as of August 14, 2013.

Transitional Small Business Disclosure Format (Check one):Yes oNo x

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Accelera Innovations, Inc.

- INDEX -

		Page(s)
PART I – FINANCIAL INFORMATION:

Item 1.	Condensed Financial Statements:

	Condensed Balance Sheets as of June 30, 2013 (unaudited) and December 31, 2012(audited)	3

	Unaudited condensed Statements of Operations for the three and six months ended June 30, 2013 and 2012 and for the Cumulative Period from Inception (April 29, 2008) to June 30, 2013	4

	Condensed Statements of Stockholders’ Deficit	5

	Unaudited condensed Statements of Cash Flows for the three months ended June 30, 2013 and 2012; and for the Cumulative Period from Inception (April 29, 2008) to June 30, 2013	6

	Notes to Condensed Financial Statements	7

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	14

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20

Item 4A(T).	Controls and Procedures	20

PART II – OTHER INFORMATION:

Item 1.	Legal Proceedings	21

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21

Item 3.	Defaults Upon Senior Securities	21

Item 4.	Submission of Matters to a Vote of Security Holders	21

Item 5.	Other Information	21

Item 6.	Exhibits	21

Signatures		22

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PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

ACCELERA INNOVATIONS, INC.

(A Development Stage Company)

CONDENSED BALANCE SHEETS

	June 30,			December 31,
	2013			2012
	(unaudited)			(audited)
ASSETS
Current Assets
Cash	$	100		$	-
Total Current Assets		100			-

TOTAL ASSETS	$	100		$	-

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Due to Stockholder	$	19,215		$	-

TOTAL LIABILITIES	$	19,215

Stockholders' Deficit
Preferred stock; $0.0001 par value; 10,000,000 shares
authorized; 0 shares issued and outstanding		-			-
Common stock; 100,000,000 shares authorized; $0.0001 par value
21,511,812 shares and 21,311,812 shares issued and outstanding as of June 30, 2013 and December 31, 2012 respectively		2,151			2,131
Additional paid in capital		7,987,614			5,287,534
Accumulated deficit during development stage		(8,008,880	)		(5,289,665	)
Total Stockholders' Deficit		(19,115	)		-

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	100		$	-

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

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ACCELERA INNOVATIONS, INC.

(A Development Stage Company)

CONDENSED STATEMENTS OF OPERATIONS

(unaudited)

													April, 29 2008
													(inception)
	Three Month Periods Ended						Six Months Period Ended						through
	June 30,						June 30,						June 30,
	2013			2012			2013			2012			2013

Revenues		-			-			-			-			-

EXPENSES
Operating Expenses
General and administrative	$	969,125		$	3,579,967			2,719,215			3,613,358		$	8,008,880
Total operating expenses		969,125			3,579,967			2,719,215			3,613,358			8,008,880

NET LOSS	$	(969,125	)	$	(3,579,967	)		(2,719,215	)		(3,613,358	)	$	(8,008,880	)


BASIC AND DILUTED LOSS PER SHARE	$	(0.05	)	$	(0.17	)		(0.13	)		(0.18	)

WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING		21,521,811			20,559,736			21,521,811			20,551,494

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

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ACCELERA INNOVATIONS, INC.

(A Development Stage Company)

Condensed Statements of Stockholders’ Deficit

	Common						Additional			Accumulate Deficit During
	Stock						Paid in			Development
	Shares			Amount			Capital			Stage			Total

Balance at Inception, April 29, 2008		-		$	-		$	-		$	-		$	-

Issuance of common stock for cash:
Issuance of common stock for cash, at inception, $.001 per share		5,000,000		$	500			3,500						4,000

Net loss											(3,256	)		(3,256	)

Balance, December 31, 2008		5,000,000			500			3,500			(3,256	)		744

Net loss											(6,792	)		(6,792	)

Balance, December 31, 2009		5,000,000			500			3,500			(10,048	)		(6,048	)

Net loss											(7,591	)		(7,591	)

Balance, December 31, 2010		5,000,000			500			3,500			(17,639	)		(13,639	)

Shares tendered by founder, June 2011		(3,750,000	)		(375	)		375						-
Issuance of stock under stock option, June 2011		2,250,000			225			(225	)					-
Issuance of stock under subscription, June 2011		17,000,000			1,700									1,700
Stock issued for cash, September 2011, at $4.00		2,500			-			10,000						10,000
Stock issued for cash, October 2011, at $4.00		26,000			3			103,997						104,000
Stock issued for cash, November 2011, at $4.00		3,000			-			12,000						12,000
Stock issued for cash, December 2011, at $4.00		8,475			1			33,899						33,900
														-
Forgiveness of shareholder loans								16,355						16,355
														-
Net loss											(158,442	)		(158,442	)

Balance, December 31, 2011		20,539,975			2,054			179,901			(176,081	)		5,874

Stock issued for cash, January 3, 2012, at $4.00		1,500			-			6,000						6,000
Stock issued for cash, January 24, 2012, at $4.00		1,000			-			4,000						4,000
Stock issued for cash, February 6, 2012, at $4.00		75			-			300						300
Stock issued for cash, February 24, 2012, at $4.00		312			-			1,250						1,250
Stock issued for cash, March 2, 2012, at $4.00		1,025			-			4,100						4,100
Stock issued for cash, March 13, 2012, at $4.00		3,000			-			12,000						12,000
Stock issued for cash, April 3, 2012, at $4.00		5,000			1			19,999						20,000
Stock issued for cash, April 13, 2012, at $4.00		5,000			1			19,999						20,000
Stock repurchase for cash April 14, 2012		(75	)		-			(300	)					(300	)
Stock issued for cash, May 2, 2012, at $4.00		3,000			-			12,000						12,000
Stock issued for cash, May 7, 2012, at $4.00		2,000			-			8,000						8,000
Forgiveness of shareholder loans					-			20,360						20,360
Shares issued for cash less exercise of options		750,000			75			(75)						0
Fair value of option vested								5,000,000						5,000,000

Net loss											(5,113,584	)		(5,113,534	)

Balance, December 31, 2012		21,311,812		$	2,131		$	5,287,534		$	(5,289,665	)	$	0
Shares issued for cash less exercise of options		200,000			20			(20)
Fair value of option vested								2,700,000						2,700,000
Forgiveness of shareholder loans								100						100
Net loss											(2,719,215	)		(2,719,215)
Balance, June 30, 2013 (unaudited)		21,511,812		$	2151		$	7,987,614			(8,008,880	)		(19,115)

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

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ACCELERA INNOVATIONS, INC.

(A Development Stage Enterprise)

CONDENSED STATEMENTS OF CASH FLOWS

	For the Six Month Periods Ended						April 29, 2008 (inception) through
	June 30,						June 30,
	2013			2012			2013


OPERATING ACTIVITIES:
Net loss	$	(2,719,215	)	$	(3,613,358	)	$	(8,008,880	)
Adjustment to reconcile net loss to net
cash used in operations:
Stock based compensation		2,700,000			3,500,000			7,700,000
Changes in assets and liabilities:
Net Cash Used in Operating Activities		(19,215	)		(113,358	)		(308,880	)
FINANCING ACTIVITIES:
Issuance of common stock		-			87,350			253,250
Purchase of treasury stock								(300	)
Shareholder Advances		19,315			20,334			56,030
Net Cash Provided by Financing Activities		19,315			107,684			308,980

Net increase (decrease) in cash		100			(5,674	)		100
Cash, beginning of period		-			5,874			-
Cash, end of period	$	100		$	200		$	100

Supplemental disclosure of non-cash investing and financing activities:
Common shares issued for cashless exercise of stock options	$	20					$	95
Forgiveness of debt by shareholder	$	100					$	20,460

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

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Accelera Innovations, Inc.

(A Development Stage Company)

Notes to Condensed Financial Statements

June 30, 2013

1. Background Information

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information required by GAAP for complete annual financial statement presentation. Operating results for the three and six month period ended June 30,2013, are not necessarily indicative of the results to be expected for other interim periods or for the full year ended December 31, 2013. These unaudited condensed financial statements should be read in conjunction with the financial statements and accompanying notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, as filed with the Securities Exchange Commission.

Accelera Innovations, Inc., formerly Accelerated Acquisitions IV, Inc. (“the Company”) was incorporated in the state of Delaware on April 29, 2008 for the purpose of raising capital that is intended to be used in connection with its business plan which may include a possible merger, acquisition or other business combination with an operating business.

The Company is currently in the development stage. All activities of the Company to date relate to its organization, initial funding, share issuances and regulatory compliance.

On June 13, 2011, Synergistic Holdings, LLC (“Purchaser”) agreed to acquire 17,000,000 shares of the Company’s common stock par value $0.0001 for a price of $0.0001 per share. At the same time, Accelerated Venture Partners, LLC agreed to tender 3,750,000 of their 5,000,000 shares of the Company’s common stock par value $0.0001 for cancellation. Following these transactions, Synergistic Holdings, LLC owned 93.15% of the Company’s 18,250,000 issued and outstanding shares of common stock par value $0.0001 and the interest of Accelerated Venture Partners, LLC was reduced to approximately 6.85% of the total issued and outstanding shares. Simultaneously with the share purchase, Timothy Neher resigned from the Company’s Board of Directors and John Wallin was simultaneously appointed to the Company’s Board of Directors. Such action represents a change of control of the Company.

On October 18, 2011 the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of Delaware and change its name from Accelerated Acquisition IV, Inc. to “Accelera Innovations, Inc.”

Accelera Innovations, Inc. (“Accelera”) is a healthcare service company that will initially focus on its sole asset that was licensed to the Company by Synergistic Holdings, LLC (“Licensor”), a privately-held company organized under the laws of Illinois to further develop, pursuant to which the Company was granted a thirty (30) year exclusive, non-transferrable worldwide license for proprietary Internet-based, software (“Accelera Technology”) that improves the functionality and performance of healthcare services by making clinical healthcare data available to healthcare consumers. This relevant data is intended to serve as the backbone for self-management tools that will allow these same healthcare consumers to facilitate the self-management portion of their doctor-prescribed care plan and focus on the mostly costly disease states. This is accomplished through the proprietary technology, which is intended to identify and measure the severity of high/low stratification of the sickness level based upon evidence-based clinical and medical rules and delivers best-of-breed tools to insurance companies, doctors, hospitals, and employers.

(b) Emerging Growth Company

We are an “emerging growth company,” as defined in the Jumpstart our Business Startups Act of 2012, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden

parachute payments not previously approved.

Under the Jumpstart Our Business Startups Act, “emerging growth companies” can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected not to avail ourselves to this exemption from new or revised accounting standards and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not “emerging growth companies.”

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Accelera Innovations, Inc.

(A Development Stage Company)

Notes to Condensed Financial Statements

June 30, 2013

2. Going Concern

The accompanying condensed financial statements have been prepared assuming that the Company will continue as a going concern. For the three months ended June 30, 2013, the Company has had no revenue and had a net loss of $2,719,215. As of June 30, 2013, the Company has an accumulated deficit of $8,008,880 during the development stage. And the Company has not emerged from the development stage. In view of these matters, the Company's ability to continue as a going concern is dependent upon the Company's ability to begin operations and to achieve a level of profitability. The Company intends on financing its future development activities and its working capital needs largely from the sale of public equity securities with some additional funding from other traditional financing sources, including term notes until such time that funds provided by operations are sufficient to fund working capital requirements. The condensed financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

3. Significant Accounting Policies

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

CASH AND CASH EQUIVALENTS - All cash, other than held in escrow, is maintained with a major financial institution in the United States. Deposits with this bank may exceed the amount of insurance provided on such deposits. Temporary cash investments with an original maturity of three months or less are considered to be cash equivalents. The Company does not have cash equivalents as of June 30, 2013 and December 31, 2012.

RESEARCH AND DEVELOPMENT EXPENSES - Expenditures for research, development, and engineering of products are expensed as incurred.

COMMON STOCK - The Company records common stock issuances when all of the legal requirements for the issuance of such common stock have been satisfied.

REVENUE AND COST RECOGNITION - The Company has no current source of revenue; therefore the Company has not yet adopted any policy regarding the recognition of revenue or cost.

ADVERTISING COSTS - The Company's policy regarding advertising is to expense advertising when incurred.

INCOME TAXES - Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes resulting from temporary differences. Such temporary differences result from differences in the carrying value of assets and liabilities for tax and financial reporting purposes. The deferred tax assets and liabilities represent the future tax consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

The Company adopted the provisions of FASB ASC 740-10 "Uncertainty in Income Taxes" (ASC 740-10), on January 1, 2007. The Company has not recognized a liability as a result of the implementation of ASC 740-10. A reconciliation of the beginning and ending amount of unrecognized tax benefits has not been provided since there is no unrecognized benefit since the date of adoption. The Company has not recognized interest expense or penalties as a result of the implementation of ASC 740-10. If there were an unrecognized tax benefit, the Company would recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.

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Accelera Innovations, Inc.

(A Development Stage Company)

Notes to Condensed Financial Statements

June 30, 2013

LOSS PER SHARE - Basic loss per share is computed by dividing net loss attributable to common stockholders by the weighted average common shares outstanding for the period. Diluted loss per share is computed giving effect to all potentially dilutive common shares. Potentially dilutive common shares may consist of incremental shares issuable upon the exercise of stock options and warrants and the conversion of notes payable to common stock. In periods in which a net loss has been incurred, all potentially dilutive common shares are considered anti-dilutive and thus are excluded from the calculation. At June 30, 2013, the Company did not have any potentially dilutive common shares.

FINANCIAL INSTRUMENTS - In September 2006, the Financial Accounting Standards Board (FASB) introduced a framework for measuring fair value and expanded required disclosure about fair value measurements of assets and liabilities. The Company adopted the standard for those financial assets and liabilities as of the beginning of the 2008 fiscal year and the impact of adoption was not significant. FASB Accounting Standards Codification (ASC) 820 "Fair Value Measurements and Disclosures" (ASC 820) defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

·	Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

·	Level 3 - Inputs that are both significant to the fair value measurement and unobservable.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2013. These financial instruments include stock options granted to the officers in 2012 and the three months ended June 30, 2013.

RECENT ACCOUNTING PRONOUNCEMENTS

Effective January 2012, the Company adopted ASU No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (ASU 2011-04). ASU 2011-04 represents the converged guidance of the Financial Accounting Standards Board (FASB) and the International Accounting Standards Board (IASB) on fair value measurement. A variety of measures are included in the update intended to either clarify existing fair value measurement requirements, change particular principles requirements for measuring fair value or for disclosing information about fair value measurements. For many of the requirements, the FASB does not intend to change the application of existing requirements under Accounting Standards Codification (ASC) Topic 820, Fair Value Measurements. ASU 2011-04 was effective for interim and annual periods beginning after December 15, 2011. The adoption of this update did not have a material impact on the financial statements.

Effective January 2012, the Company adopted ASU No. 2011-05, Presentation of Comprehensive Income (ASU 2011-05). ASU 2011-05 is intended to increase the prominence of items reported in other comprehensive income and to facilitate convergence of accounting guidance in this area with that of the IASB. The amendments require that all non-owner changes in shareholders’ equity be presented in a single continuous statement of comprehensive income or in two separate but consecutive statements. In December 2011, the FASB issued ASU No. 2011-12, Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05 (ASU 2011-12). ASU 2011-12 defers the provisions of ASU 2011-05 that require the presentation of reclassification adjustments on the face of both the statement of income and statement of other comprehensive income. Amendments under ASU 2011-05 that were not deferred under ASU 2011-12 will be applied retrospectively for fiscal years, and interim periods within those years, beginning after December 15, 2011. The adoption of this update did not have a material impact on the financial statements.

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Accelera Innovations, Inc.

(A Development Stage Company)

Notes to Condensed Financial Statements

June 30, 2013

In December 2011, the FASB issued ASU No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities (ASU 2011-11). The amendments in ASU 2011-11 require the disclosure of information on offsetting and related arrangements for financial and derivative instruments to enable users of its financial statements to understand the effect of those arrangements on its financial position. Amendments under ASU 2011-11 will be applied retrospectively for fiscal years, and interim periods within those years, beginning after January 1, 2013. The Company is evaluating the effect, if any, adoption of ASU 2011-11 will have on its financial statements.

In February 2013, the FASB issued ASU No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive (ASU 2013-02). This guidance is the culmination of the FASB’s deliberation on reporting reclassification adjustments from accumulated other comprehensive income (AOCI). The amendments in ASU 2013-02 do not change the current requirements for reporting net income or other comprehensive income. However, the amendments require disclosure of amounts reclassified out of AOCI in its entirety, by component, on the face of the statement of operations or in the notes thereto. Amounts that are not required to be reclassified in their entirety to net income must be crossreferenced to other disclosures that provide additional detail. This standard is effective prospectively for annual and interim reporting periods beginning after December 15, 2012. The Company is evaluating the effect, if any, the adoption of ASU 2013-02 will have on its financial statements.

In April 2013, the FASB issued ASU No. 2013-07, Presentation of Financial Statements (Top 205): Liquidation Basis of Accounting. The objective of ASU No. 2013-07 is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendments in this standard is effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. We are evaluating the effect, if any, adoption of ASU No. 2013-07 will have on our financial statements.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

4. Equity Transactions

The Company has two classes of stock, preferred stock and common stock. There are 10 million shares of $.0001 par value preferred shares authorized. There have been no shares issued as of June 30, 2013. Preferred shares have not been defined for any preferences. There are 100 million shares of $.0001 par value common shares authorized. The company has 21,511,812 and 21,311,812 issued and outstanding shares as of June 30, 2013 and December 31, 2012, respectively.

At inception, the Company has issued 5,000,000 shares of restricted common stock to the incorporator for initial funding, in the amount of $4,000.

On June 16, 2011, the Company issued 17,000,000 shares of common stock in exchange for licensing agreement and consulting agreement. In association with the change in control and exchange, the former majority shareholder tendered 3,750,000 shares of common stock in exchange for option to purchase 2,250,000 shares. The option was exercised.

From the period beginning September 2011 through December 31, 2011, the Company issued 39,975 shares of common stock, at $4.00 per share in cash, for a total amount of $159,900.

From the period beginning January 1, 2012 through March 31, 2012, the Company issued 6,912 shares of common stock, at $4.00 per share in cash, for a total amount of $27,650.

From the period beginning April 1, 2012 through June 30, 2012, the Company issued 15,000 shares of common stock, at $4.00 per share in cash, for a total amount of $60,000.

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Accelera Innovations, Inc.

(A Development Stage Company)

Notes to Condensed Financial Statements

June 30, 2013

On April 26, 2012, the Company entered into an employment agreement with John F. Wallin., as the President and Chief Executive Officer “CEO” of the Company. In consideration of the services, the Company agreed to issue a stock option to purchase 1,750,000 shares of the Company’s common stock at an exercise price of $.0001 per share, vesting over a four year period. The stock option shall vest with respect to 20% of the total number of shares which are the subject of the option (350,000 shares) immediately after the effective date of the agreement, thereafter the remaining shares granted under the option shall vest ratably on a monthly basis (29,166 shares per month) at the end of each month over a 48-month period. Notwithstanding the foregoing, in the event of a closing of a Change of Control transaction, all options from this agreement and others shall immediately vest and become fully exercisable. The employment agreement with Mr. Wallin provides that, upon completion of two million dollars in financing, the Company shall begin to pay John a base salary of $250,000 per year, to be paid at the times and subject to the Company’s standard payroll practices, subject to applicable withholding. Base salary shall be reviewed at least annually, and increased as determined by the Board. So long as Mr. Wallin has not been terminated for cause, as defined in the employment agreement, he will be eligible for bonus compensation, payable immediately following completion of the Company’s financial statements for each full fiscal year, commencing with the 2013 fiscal year. Mr. Wallin’s annual bonus targets are still being developed by the Company and will be adjusted from time to time, based upon the Company’s achieving 100% of certain financial metrics plan targets to be determined by the Board.

On April 26, 2012, the Company entered into an employment agreement with James R. Millikan, as the Chief Operating Officer “COO” of the Company reporting to the President and CEO. In consideration of the services, the Company agreed to issue a stock option to purchase 1,000,000 shares of the Company’s common stock at an exercise price of $.0001 per share, vesting over a four year period. The stock option shall vest with respect to 20% of the total number of shares which are the subject of the option (200,000 shares) immediately after the effective date of the agreement, thereafter the remaining shares granted under the option shall vest ratably on a monthly basis (16,666 shares per month) at the end of each month over a 48-month period. Notwithstanding the foregoing, in the event of a closing of a Change of Control transaction, all options from this agreement and others shall immediately vest and become fully exercisable. The employment agreement with Mr. Millikan provides that, upon completion of two million dollars in financing, the Company shall begin to pay Jim a base salary of $175,000 per year, to be paid at the times and subject to the Company’s standard payroll practices, subject to applicable withholding. Base salary shall be reviewed at least annually, and increased as determined by the Board. So long as Mr. Millikan has not been terminated for cause, as defined in the employment agreement, he will be eligible for bonus compensation, payable immediately following completion of the Company’s financial statements for each full fiscal year, commencing with the 2013 fiscal year. Mr. Millikan’s annual bonus targets are still being developed by the Company and will be adjusted from time to time, based upon the Company’s achieving 100% of certain financial metrics plan Targets to be determined by the Board.

On, April 26, 2012, the Company entered into an employment agreement with Cynthia Boerum, as the Chief Strategic Officer “CSO” of the Company reporting to the President and CEO. In consideration of the services, the Company agreed to issue a stock option to purchase 1,000,000 shares of the Company’s common stock at an exercise price of $.0001 per share, vesting over a four year period. The stock option shall vest with respect to 20% of the total number of shares which are the subject of the option (200,000 shares) immediately after the effective date of the agreement, thereafter the remaining shares granted under the option shall vest ratably on a monthly basis (16,666 shares per month) at the end of each month over a 48-month period. Notwithstanding the foregoing, in the event of a closing of a Change of Control transaction, all options from this agreement and others shall immediately vest and become fully exercisable. The employment agreement with Ms Boerum provides that, upon completion of two million dollars in financing, the Company shall begin to pay Cynthia a base salary of $150,000 per year, to be paid at the times and subject to the Company’s standard payroll practices, subject to applicable withholding. Base salary shall be reviewed at least annually, and increased as determined by the Board. So long as Ms Boerum has not been terminated for cause, as defined in the employment agreement, she will be eligible for bonus compensation, payable immediately following completion of the Company’s financial statements for each full fiscal year, commencing with the 2013 fiscal year. Ms Boerum’s annual bonus targets are still being developed by the Company and will be adjusted from time to time, based upon the Company’s achieving 100% of certain financial metrics plan Targets to be determined by the Board.

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Accelera Innovations, Inc.

(A Development Stage Company)

Notes to Condensed Financial Statements

June 30, 2013

On, January 3, 2013 the Company entered into an employment agreement with Patrick Custardo, as the Chief Acquisitions Officer “CAO” of the Company reporting to the President and CEO. In consideration of the services, the Company agreed to issue a stock option to purchase 1,000,000 shares of the Company’s common stock at an exercise price of $.0001 per share, vesting over a four year period. The stock option shall vest with respect to 20% of the total number of shares which are the subject of the option (200,000 shares) immediately after the effective date of the agreement, thereafter the remaining shares granted under the option shall vest ratably on a monthly basis (16,666 shares per month) at the end of each month over a 48-month period. Notwithstanding the foregoing, in the event of a closing of a Change of Control transaction, all options from this agreement and others shall immediately vest and become fully exercisable. The employment agreement with Mr. Custardo provides that, upon completion of two million dollars in financing, the Company shall begin to pay Patrick a base salary of $150,000 per year, to be paid at the times and subject to the Company’s standard payroll practices, subject to applicable withholding. Base salary shall be reviewed at least annually, and increased as determined by the Board. So long as Mr. Custardo has not been terminated for cause, as defined in the employment agreement, she will be eligible for bonus compensation, payable immediately following completion of the Company’s financial statements for each full fiscal year, commencing with the 2013 fiscal year. Mr. Custardo’s annual bonus targets are still being developed by the Company and will be adjusted from time to time, based upon the Company’s achieving 100% of certain financial metrics plan Targets to be determined by the Board.

There are no warrants, or other common stock equivalents outstanding as of June 30, 2013 and December 31, 2012.

Stock-based Compensation

The Company recognizes stock-based compensation expense in its statement of operations based on estimates of the fair value of employee stock option and stock grant awards as measured on the grant date. For stock options, the Company uses the Black-Scholes option pricing model to determine the value of the awards granted. The Company amortizes the estimated value of the options as of the grant date over the stock options’ vesting period, which is generally four years.

The Company has estimated the value of common stock into which the options are exercisable at $4 per share for financial reporting purposes. This amount was determined based on the price our stock was sold for in past private placements, the minimum stock price required for listing on any Nasdaq market, and the amount also approximates a $85 million valuation for the entire Company, which is considered “micro-cap” by most equity analysts. The stock based compensation expense is an estimate and significant judgment was involved in attempting to determine the value of common stock. The Company’s common stock has never traded publicly, and no stock has traded in private markets either, except for privately negotiated sales to the founder and other private investors of the company and the founder of the technology from which the company subsequently licensed rights. The Company does not have any offers for purchase of its common stock in any stage, and no stock is registered for resale with the Securities and Exchange Commission.

The Company believes the only material estimate used in estimating the value stock options was the estimated fair value of the common stock, and that assumed volatility, term, interest rate and dividend yield changes would be not result in material differences in stock option valuations. Based on the assumed value of common stock, the grant-date fair value of options granted during the six months ended June 30, 2013, the year ended 2012 and 2011was $7,700,000. The Company recognized stock-based compensation expense of $2,700,000, 5,000,000 and $0 during the six months ended June 30, 2013, year ended 2012 and 2011, respectively, which were included in general and administrative expenses. As of June 30, 2013, there was $11,300,000 of total unrecognized compensation cost related to unvested stock-based compensation awards, which is expected to be recognized over the weighted average remaining vesting period of approximately 3 years.

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Accelera Innovations, Inc.

(A Development Stage Company)

Notes to Condensed Financial Statements

June 30, 2013

The following is a summary of the outstanding options, as of June 30, 2013:

						Weighted Average
	Options			Options		Intrinsic		Exercise		Remaining
	Outstanding			Vested		Value		Price		Term
Options, December 31, 2011		-			-	$	-	$	-
Granted		3,750,000			1,250,000	$	4.00	$	0.0001	3 years
Exercised		(750,000	)		-
Forfeited / expired		-			-
Options, December 31, 2012		3,000,000			1,250,000
Granted		1,000,000			675,500		4.00		0.0001	3.3 years
Exercised		(200,000)
Forfeited / expired		-			-
Options, June 30, 2013		3,800,000			1,925,000

Weighted average assumptions in the calculation of option value:
Historical Volatility	268.0%
Risk Free Rate	0.83%
Dividend Yield	0.00%
Forfeiture Rate	0.00%

The Company has reserved a total of 5,327,953 shares of common stock for issuance under its stock award plan, and 4,327,953 of these shares remained available for future issuance as of June 30, 2013.

5. Income Taxes

The Company has not recognized an income tax benefit for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods. The tax benefit for the periods presented is offset by a valuation allowance established against deferred tax assets arising from the net operating losses and other temporary differences, the realization of which could not be considered more likely than not. In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not. As of June 30, 2013 the Company had a loss and for the period April 29, 2008 (date of inception) through June 30, 2013. The net operating losses resulting from operating activities result in deferred tax assets of approximately $289,655 at the effective statutory rates which will expire by the year 2032. The deferred tax asset has been off-set by an equal valuation allowance.

There are no current or deferred income tax expense or benefit recognized for the period ended June 30, 2013.

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

Accelera Innovations, Inc. (“we”, “our”, “us” “Accelera” or the “Company”), a Delaware corporation, is a healthcare service company which will initially focus on its technology assets that were licensed to the Company by our majority shareholder Synergistic Holdings, LLC (“Licensor”), a privately-held company organized under the laws of Illinois to further develop, pursuant to which the Company was granted a thirty (30) year exclusive, non-transferrable worldwide license for proprietary Internet-based, software (“Accelera Technology”) that is intended to provide interoperable technology improving the quality of care while reducing the cost .

Results of Operations

For the three month period ending June 30, 2013, the Company had no revenues and incurred general and administrative expenses of $969,125.

For the six month period ending June 30, 2013, the Company had no revenues and incurred general and administrative expenses of $2,719,215.

For the period from inception (April 29, 2008) through June30, 2013, the Company had no activities that produced revenues from operations and had a net loss of $(8,008,880), mostly due to employee stock based compensation expenses, due to legal, accounting, audit and other professional service fees incurred in relation to the formation of the Company and the filing of the Company’s Registration Statement on Form 10 filed in August 2008, filling Form S-1 with the SEC in May of 2012 and other related compliance matters.

During the three months ended June 30, 2013, which was the second quarter of our fiscal year ending December 31, 2013, we had no revenue and incurred general and administrative expenses of $969,125. Our net loss was $969,125, due to the general and administrative expenses. General and administrative expenses for the first quarter of fiscal 2013 consisted of $950,000 for the estimated value of stock-based compensation to our Chief Executive Officer, Chief Operations Officer, Chief Strategic Officer and Chief Acquisitions Officer and $19,125 administrative support, which mostly consisted of employee expenses.

The estimated value of stock based compensation for our executive officers was based on the employment agreements with John F. Wallen, our Chief Executive Officer, James R. Millikan, our Chief Financial Officer, Cynthia Boerum, our Chief Strategic Officer and Patrick Custardo, our Chief Acquisitions Officer which provide for 1,750,000, 1,000,000, 1,000,000 and 1,000,000 stock options, respectively. The stock option shall vest with respect to 20% of the total number of shares which are the subject of the option immediately after the effective date of the agreement April 26, 2012 and January 3, 2013 for Mr. Custardo, thereafter the remaining shares granted under the option shall vest ratably on a monthly basis at the end of each month over a 48-month period. Notwithstanding the foregoing, in the event of a closing of a Change of Control transaction, all options from this agreement and others shall immediately vest and become fully exercisable. Options have been valued using the Black-Scholes Model, which was not materially different than the shares current valuation, for a total compensation value to be recognized over the vesting term of the agreement, in the amount of $19,000,000. The stock based compensation expense is an estimate and significant judgment was involved in attempting to determine the value of the company, Accelera Innovations, Inc., for which the options are exercisable. The actual value of our common stock may turn out to be much higher or lower than estimated amount, due to the lack of any reliable data on the Company’s current valuation. Our common stock has never traded publicly, and no stock has traded in private markets either, except for privately negotiated sales to current investor, the founder of the company and the founder of the technology from which the company subsequently licensed rights. The Company does not have any offers for purchase of its common stock in any stage, and no stock is registered with the Securities and Exchange Commission; therefore if any stock were to be sold the Company would need to do so under an effective registration statement or under an applicable exemption from registration. With the limited data points available to the Company and its board of directors regarding the Company’s valuation, we have estimated the value of common stock at $4 per share for financial reporting purposes. This amount was determined based on the minimum stock price required for listing on any Nasdaq market, and it closely approximates a $85 million valuation for the entire Company (considered “micro-cap” by most equity analysts), which we do not believe unreasonable for a development stage company with product ready for market. Each $1 change in estimated per-share value of our common stock would change the estimated stock-based compensation expense as reported for the three months ending June 30, 2013 by approximately $437,500, so that a $3 estimated value for Company’s common stock ($1 less per share) would result in lower general and administrative expenses and a higher estimated value for the Company’s common stock would higher general and administrative expenses. Due to the lower exercise price offered to our executive offers in their employment contracts ($0.0001 per share, since they are currently not receiving any cash compensation) as compared to the estimated value for financial reporting purposes, the stock price volatility, stock option term and interest rate assumptions do not have a significant impact on the estimated value of the options as they would if the options were granted at market price. As noted above, the actual value of our common stock may turn out to be much higher or lower than the amount estimated for financial reporting purposes, due to the current lack of any reliable data on the Company’s current valuation.

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To date, our general and administrative expenditures, which in most other cases are paid in cash include legal fees, accounting fees, costs associated with SEC filings and preparation of documents.

We expect that, if we are successful in securing additional capital, future general and administrative expenses will increase significantly as compared to the periods ended June 30, 2013. In addition, we expect to incur research and development expenses as we seek to advance our products.

Liquidity and Capital Resources

As of June 30, 2013 and December 31, 2012, the Company had a total of $100 and $0 in assets, respectively and the Company has $19,215 in liabilities as of June 30, 2013 and $0 as of December 31, 2012, respectively. The following is a summary of the Company's cash flows provided by (used in) operating, investing, and financing activities for the six months ended June 30, 2013 and 2012:

	June 30, 2013		June 30, 2012
Net Cash Used In Operating Activities	$	(19,215)	$	(113,358	)
Net Cash Used In Investing Activities		-		-
Net Cash Provided By Financing Activities		19,315		107,684
Net Increase (Decrease) In Cash	$	100	$	(5,674)

Our principal sources of liquidity are our cash and the cash flow provided by the shareholder advances and equity financing. We believe that further equity financing is needed to satisfy our anticipated cash requirements through the next 12 months.

As of June 30, 2013, we had a cash balance of only $100 and no other assets. We have an accumulated deficit during our development stage and no means to pay liabilities in excess of our assets. Accelerated Venture Partners LLC (“AVP”) has agreed to fund certain administrative operating expenses of Accelera until the Company succeeds in raising additional funds, at which point the administrative operating expenses will be due. However, AVP may seek to force earlier payment of the amounts which we owe, or AVP may decide in the future not to continue funding costs on behalf of Accelera, although we are not aware of any plans for them to do so. If we are not successful in raising additional capital, we may not be able to pay our liabilities that arise and may have to cease operations.

We have a consulting agreement with AVP under which AVP has agreed to provide us with certain advisory services that include reviewing our business plan, identifying and introducing prospective financial and business partners, and providing general business advice regarding our operations and business strategy. Under the consulting agreement, cash compensation of $400,000 is due to AVP upon our securing $5 million in available cash from funding, and an additional $800,000 is due upon our securing $15 million in available cash from funding (inclusive of the first $5 million). The cash compensation is to be paid to AVP at the rate of $50,000 per month. The total cash compensation to be received by AVP under the consulting agreement is not to exceed $1,200,000 unless we receive an amount of funding in excess of $15 million. If we receive equity or debt financing that is an amount less than $5 million, in between $5 million and $15 million, or greater than $15 million, the cash compensation earned by the AVP under its consulting services agreement will be prorated. We have the option to make a lump sum payment to AVP in lieu of the monthly cash payments.

The Company will not be able to commercialize its technology without additional capital, if we do not raise additional funds of at least $30 million for the advancement of its technology over the next three years it will lose its rights to the technology. The Company will require significant additional financing in order to meet the milestones and requirements of its Business Plan and avoid discontinuation of the License. Funding would be required for staffing, marketing, public relations and the necessary distribution to expanding the scope of its offering to include the global market. The Company intends to seek an aggregate of $35,000,000 in 2013 and 2014 through the sale of equity or convertible debt securities, the issuance of these securities could dilute existing shareholders. The Company’s funding plans include selling additional capital stock and/or borrowing to fund the aforementioned expenses. The Company intends to approach Hedge Funds, Venture Capital Groups, Private Investment Groups and other Institutional Investment Groups in its efforts to achieve future funding.

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We plan to measure our future liquidity primarily by the cash and working capital available to fund our operations, if we are ever able to raise capital. To date we have not raised any capital and, accordingly, do not have any capital available to fund our operations, as stated above. We will not be able to commercialize our products and services without additional capital. We are evaluating various means of raising our initial capital, including through the sale of equity securities, licensing agreements or other means. We expect to incur losses for at least several years into the future as we develop and deploy our products and services and we are unable to estimate when, if ever, we will receive revenue or have a positive cash flow.

The Company’s auditor has expressed in his report conditions that raise substantial doubt about the Company’s ability to continue as a going concern. In support of the Company’s efforts and cash requirements, it has relied on advances from the majority shareholder and related parties until such time that the Company can support its operations through the generation of revenue or attains adequate financing through sales of its equity and/or traditional debt financing. The majority shareholder has expressed continued support; however there is no formal written commitment for continued support by the shareholder or any other source. Funds that have been advanced or paid in satisfaction of liabilities has been contributed to equity in exchange for common shares. There is no written or oral commitment to continue such funding.

Plan of Operations

Accelera Innovations, Inc. (“Accelera”), a Delaware corporation, is a healthcare service company which will initially focus on its technology assets that were licensed to the Company by our majority shareholder Synergistic Holdings, LLC (“Licensor”), a privately-held company organized under the laws of Illinois, pursuant to which the Company was granted a thirty (30) year exclusive, non-transferrable worldwide license for proprietary Internet-based, software platform that is fully functional in its current state (“Accelera Technology”) that is designed to provide interoperable technology that is intended to improve the quality of care while reducing the cost as described below.

LICENSED TECHNOLOGY OVERVIEW

1.	Data Forms - Topical Network Data Warehouse Architecture
2.	Axiom – Healthcare Specific Business Rules Engine.
3.	Kinetic Forms – A Dynamic Web Page Generator.
4.	VT Secure – Enterprise Security Framework
5.	Patient Portal
6.	Self-Management Disease Modules
7.	Provider Portal
8.	Private Label Applications

SOFTWARE DESCRIPTION

The Accelera Health Care Framework / Multi Vertical Health Care (MVHC) Technology comprises a suite of eight separate technologies described below;

Health Care Framework, Security, Business Rules, Data Integration, Patient Assessment, Medical Alerts, Biometric integration, Secure communication and networking, Data Mining on Large Data Sets (Mega Data).

Security Framework, Integrated into the Accelera’s Healthcare Framework is designed to provide enterprise level application and data security.

Assessment Engine: For clinical and self-health care and Wellness management.

Parallel Processing Data Mining Engine: Patient Identification, Medical Informatics, Content Personalization.

Suite of Products:

Data Forms –Topical Network, a data forming technology and framework that is designed to organize and efficiently deliver relevant information for large data sets (Mega Data) and which can ingest any data format into well-organized data structure designed specifically to communicate the other components of the Accelera Framework.

Axiom – Business Rules Engine is designed specifically for Healthcare which is data mining engine. Axiom is a parallel or simultaneous processing rules engine designed to apply complex rule-sets on very large dimensional data input to produce multiple result outputs.

Kinetic Forms – Dynamic Webpage Generator, a dynamic web based assessment engine that is intended to interfaces with data forms and Axiom.

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VT Secure – Integrated into the Accelra Healthcare Framework, is designed to provide enterprise level security and is intended to protect applications and data and is designed to provide performance and scalability for secure medical data mining.

Patient Portal - Consumer-facing internet-based technology that is designed to encompass the following:

	·	Connect between patient and provider through a fully secure two-way Patient Portal, including After Visit Summaries, patient messaging and care plan adherence alerts based on relevant health care protocols
	·	Display relevant patient and care plan information in easy-to-understand onscreen and printable displays for patients and triaged formatting for caregivers.
	·	Provide patient behavior modifications self-management modules
	·	Allow third party access into the patient portal
	·	Create Personal Health Records (PHR) that are personalized based on patient condition for patient care and messaging

Self-Management Disease Modules - Provider and Consumer-facing internet-based technology that is designed to encompass the following:

·	Interactive disease management tools that focus on chronic health conditions. It is designed to include content indexed to specific triggers within a disease state

·	Personalized based on National Drug Code (NDC), and Current Procedural Terminology (CPT4) codes

·	Proprietary messaging based on CMS Medicare/Medicaid established triggers

·	Valid and reliable behavioral health triggers that facilitate care plan adherence and compliance

Provider Portal - Provider-facing internet-based technology that is designed to encompass the following:

	·	Dashboard access to Patient Portal inputs at the patient level
	·	Summary access to disease management adherence & compliance messaging alerts
	·	Direct input into patient health records
	·	Direct recommendations to the patient

Private Label Applications

Accelera EMR- A certified Electronic Medical Record application designed to be used primarily in physician offices to automate the patient’s clinical chart and meet the ARRA (Federal Mandated Meaningful Use) criteria.

Accelera PM -The Practice Management application designed to be used primarily in physician offices to automate the physician’s revenue cycle management system.

Accelera Patient Portal - The Patient Portal application designed to be used as a communication tool between patient and physician office staff. This application is intended to allow the patient to access their medical record information in a secure environment.

Accelera HIE - The Health Information Exchange application is intended to allow providers and payors of healthcare to exchange secure data by creating the continuum of care for the patient, and decreasing healthcare cost.

Accelera ACO - The Accountable Care Organization application needed to operate an ACO environment. This application is designed to offers the ACO business the ability to report to CMS the usage of Medicare benefits and is intended to provide tools to lower the cost of patient care.

Accelera HIS - The Hospital Information System application is designed to includes all applications to manage most hospital information systems. The department applications included in the HIS are as follows:

Patient Master; Appointments, Outpatient Management; Inpatient Management; Emergency Department; Patient Billing; Claims Management; Provider Fee Management; Accounts Receivable; Duplicate Registration; Medical Records; System Master; System Configuration, Resource Scheduler; CPOE; Clinical Decision Support System; Clinical Documentation; Barcode Medication Administration; Laboratory Management System; Radiology System; PACS; Pharmacy Management System; Materials/Supply Management System; Operating Room Management System; Nursing Management; Blood Bank System; Dietary Management System; Hospital Patient Portal.

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Accelera, intends to provide its cloud based healthcare services through monthly or yearly subscription agreements (“software-as-a-service” also known as “SaaS”) to the healthcare industry. The Company intends on positioning itself as a technology and service solution for providers and payers such as the hospitals, medical offices, medical insurance companies, Accountable Care Organizations, Patient Centered Medical Homes, and Provider Service Networks who are seeking to create an interoperable technology platform that is patient-centric.

The coordinated care would begin with the office visit using the Accelera Practice Management and Electronic Medical Record applications. The provider may also access disparate patient consults and share the patient’s record using the Accelera Health Information Exchange and Portal. When the patient is admitted to the hospital setting, all of the functions are intended tobe automated using the Accelera Hospital Information System. The physician would continue to have full access to the patient’s information to receive accurate and efficient information. If the primary care physician is part of an Accountable Care Organization, then those reports required by Center for Medicare and Medicaid will be created and distributed using the Accelera Accountable Care Organization application.

The Accelera Patient Management Record is designed to identify patients with preventable, yet escalating associated costs, then directs intense online self-management services to improve the quality-of-life for the patient and deliver more effective health information. Patients would be electronically triaged using the Center for Medicare and Medicaid (CMS) rule-set for disease management, as well as proprietary evidence-based disease management rules. These rules are based on clinical standards from major health organizations.. This is intended to allow providers, as well as patients, to monitor care through targeted interventions. The technology platform is intended to allow healthcare providers to anticipate patient care needs, motivate patient compliance, activate evidence-based standards of care, and improve efficiency.

The Accelera Analytic product is designed for potential customers that include healthcare payers, provider organizations, government entities worldwide, and employer groups. Accelera products are designed to identify, analyze, and minimize healthcare risk by data mining and predictive analysis while containing costs and improving the quality of care. Accelera also intends to develop modeling software to predict medical costs and help improve the financing, organization, and delivery of health services.

The Accelera Security solution is designed to reduce or stop the security breach at the point of care, by auditing the user and encasing the applications in a discrete shell. Without proper access, the application will separate the data elements from each other, patient name will not be associated with demographic or clinical information. Patient data is split into two parts, the patient identifier is separated from the clinic/medical data and both are encrypted. An encrypted data key unlocks the dual encryption bringing the information together and is intended to increase patients’ confidence in the information technology utilized.

The Accelera Solution is designed to improve patient care, reduce costs, eliminate redundant data entry, improve operational efficiency, but most importantly, bring together long term needs of the caregivers and is intended to satisfy the business requirements of the healthcare enterprise.

The intended benefits of our solutions for potential customers include:

·	Lowers administration costs through a less invasive call-back system - email alerts, text messages, online alerts

·	A benefit of batch health care analytics is the use of "predictive modeling across multiple clinical conditions. This process is designed to identify undiagnosed conditions for patients within an insurer's patient population, or suggest interventions to prevent conditions from developing.

·	Reducing occurrences and cost related to a healthcare data breaches.

·	Reducing the hardware environment and cost by using our cloud technology.

·	Increased Mobility.

·	Improving patient care and safety.

·	Helping healthcare organizations maintain their market positions and meet their financial commitments.

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Our current plans, predicated on raising $35,000,000 from the sale of 5,000,000 shares of common stock in this offering and will allow the Company to meet the milestones and requirements of its Business Plan and avoid discontinuation of the license. Funding would be required for staffing, marketing, public relations and the necessary research precedent to expanding the scope of its offering to include the global market. The Company intends to approach Hedge Funds, Venture Capital Groups, Private Investment Groups and other Institutional Investment Groups in its efforts to achieve future funding. It is estimated that $9,874,940 will be used for management, sales and marketing, $17,680,122 will be used for infrastructure and software fees and an estimated $4,417,978 will be spent on legal, accounting, rent and other payables leaving $3,026,960 in reserve for increased working capital.

(b) Management's Discussion, Analysis of Financial Condition and Results of Operations

The Company has conducted minimal operations since inception. No revenue has been generated by the Company from April 29, 2008 (Inception) to June 30, 2013. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management’s plan includes obtaining additional funds by equity financing and/or related party advances, however there is no assurance of additional funding being available. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might arise as a result of this uncertainty.

In order to meet our need for cash we are attempting to raise money from the primary offering. There is no assurance that we will be able to raise enough money through the primary offering to stay in business. Whatever money we do raise, will be applied first to costs of this offering and then to deploy the Company’s licensed technology. If we do not raise all of the money we need from the primary offering, we will have to find alternative sources, such as a second public offering, a private placement of securities, or loans from our officer or director or others. Our director is unwilling to make any commitment to loan us any money at this time. At the present time, we have not made any arrangements to raise additional cash, other than through the primary offering. If we need additional cash and can't raise it we will either have to suspend operations until we do raise the cash, or cease business entirely.

We expect to use the proceeds from our offering for infrastructure and software, sales and marketing, employee compensation, legal fees, accounting fees, rent and other payables to deploy our technology. The Company’s technology platform is fully functional in its current state and is anticipated to be marketed into metropolitan markets with an estimated expenditure of approximately $16 million through December 31, 2013, and approximately $19 million through December 31, 2014 for general corporate purposes, for which proceeds we have an estimated plan. In detail, over the first twelve months after financing it is estimated that the Company will utilize an estimated $24 million of the offering for the following milestones: Infrastructure; Transfer our licensed software technology from internal Company servers to a data center facility with redundant backup systems, it is estimated this will take three months at an estimated cost of $3 million and an estimated $250,000 per month thereafter for expansion and service fees totaling $5.2 million over the first twelve months from financing. Software Fees: Under our Licensing Agreement with Synergistic Holdings LLC, the Company is to pay $5 million on July 13, 2012 that was verbally extended by Licensor to July 13, 2013 and $7.5 million on April 13 2014 for a total of $12.5 million in licensing fees over the next twelve months. Sales and Marketing: The Company intends to provide its cloud based healthcare services through monthly or yearly subscription agreements (“Software-as-a-Service” also known as “SaaS”) to the healthcare industry. It is estimated that the Company will grow from the current three full time employees marketing the product to twenty-three within the next six months including management, advertising, tradeshows and travel expenses at an estimated cost of 2.2 million and growing to fifty-seven people including management and all sales and marketing activity within the next twelve months totaling an estimated cost of $5.3 million. Legal fees, Accounting fees, Rent and other payables: The Company estimates these fees to be an estimated $950,000 over the next twelve months. The above mentioned expenditures meet the Company’s requirement under the Licensing Agreement to advance the licensed technology as agreed.

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It’s estimated that if the Company cannot accomplish the milestones described above due to lack of financing the Company’s product offering will be delayed. The minimum amount of capital the Company needs to raise over the next twelve months is $1 million to continue operations. There is no guarantee that the Company will be able to raise this or any amount of additional capital and a failure to do so would have a significant adverse effect on the Company’s ability, or would cause significant delays in its ability to address the market for content delivery and achieve its Business Plan. Neither the Company nor any of its advisors or consultants has significant experience in raising funds similar to the $35,000,000 estimated to be required.

Our business may not materialize in the event we are unable to execute on our plan described in our prospectus. The events or circumstances that may prevent the accomplishment of our business objectives, include, without limitation, (i) the fact that, if we do not raise a minimum of US $5,000,000 of additional funding by July 13, 2013, an additional $7,500,000 by April 13, 2014, an additional $10,000,000 April 13, 2015 and an additional $7,500,000 by April 13, 2016 equaling the minimum funding requirement of $30,000,000 for the deployment of its licensed technology over the next three years we will lose the rights to the licensed technology, (ii) If physicians and hospitals do not accept our products and services, or delay in deciding whether to purchase our products and services. (iii) If we are forced to reduce our prices, our business, financial condition and results of operations could suffer, (iv) we are subject to a number of existing laws, regulations and industry initiatives, non-compliance with certain of which could materially adversely affect our operations, (v) the Company’s need for and ability to obtain additional financing, (vii) the possibility that the Company may not be able to secure approvals and other governmental clearances necessary to carry out the Company’s deployment and development plans, and (viii) the exercise of voting control the Company’s officers and directors collectively hold of the Company’s voting securities.

We had $100 in cash reserves as of June 30, 2013. Until we actually commence our deployment program, our monthly cash requirements are minimal.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. For the three months ended June 30, 2013, the Company has had no revenue and had a net loss of $2,719,215. As of June 30, 2013, the Company has an accumulated deficit of $8,008,880 during the development stage. And the Company has not emerged from the development stage. In view of these matters, the Company's ability to continue as a going concern is dependent upon the Company's ability to begin operations and to achieve a level of profitability. The Company intends on financing its future development activities and its working capital needs largely from the sale of public equity securities with some additional funding from other traditional financing sources, including term notes until such time that funds provided by operations are sufficient to fund working capital requirements. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Because we are a Smaller Reporting Company, we are not required to provide the information required by this item.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal accounting officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this report (the “Evaluation Date”). Based on this evaluation, our principal executive officer and principal accounting officer concluded as of the Evaluation Date that our disclosure controls and procedures were effective such that the material information required to be included in our SEC reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to us, and was made known to them by others within those entities, particularly during the period when this report was being prepared.

There were no changes in our internal controls or in other factors that could significantly affect these controls subsequent to the Evaluation Date.

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PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

To the best knowledge of the sole officer and sole director, the Company is not a party to any legal proceeding or litigation.

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Other Information.

None.

Item 5. Exhibits.

None.

Item 6. Exhibits.

Exhibit No.		Description


31		Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013.

32		Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

101		XBRL Documents

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: August 14, 2013
	ACCELERA INNOVATIONS, INC.

	By:	/s/ John F. Wallin
		John F. Wallin
		President

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EXHIBIT INDEX

Exhibit No.		Description


31		Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013.

32		Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

101		XBRL Documents

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ACCELERA INNOVATIONS, INC. - FORM 10-Q - August 14, 2013

Attached files

ACCELERA INNOVATIONS, INC. Reports