Attached files
| file | filename |
|---|---|
| EX-31.2 - ACCELERATED ACQUISITIONS II INC | v216401_ex31-2.htm |
| EX-31.1 - ACCELERATED ACQUISITIONS II INC | v216401_ex31-1.htm |
| EX-32.1 - ACCELERATED ACQUISITIONS II INC | v216401_ex32-1.htm |
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
x ANNUAL REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2010
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 000-53137
Remuda Investment Corporation
(fka Accelerated Acquisitions II, Inc.)
(Exact name of registrant as specified in its charter)
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Delaware
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26-2012628
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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1330 Post Oak Blvd., Suite 1600
Houston, TX 77056
(Address of principal executive offices)
(713) 975-9602
(Registrant’s telephone number, including area code)
Securities registered under Section 12(b) of the Exchange Act:
None.
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $0.0001 par value per share
(Title of Class)
Check whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Check whether the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. o
Check whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-K (§229.405 of this chapter) contained herein, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Check whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large Accelerated Filer o
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Accelerated Filer o
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Non-accelerated Filer o
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Smaller Reporting Company x
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| (Do not check if a smaller reporting company.) |
Check whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No o
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter (June 30, 2010)—No market for common equity at such date.
State the number of shares outstanding of the registrant's $.0001 par value common stock as of the close of business on the latest practicable date (March 21, 2011): 23,500,000
Documents incorporated by reference: None.
TABLE OF CONTENTS
PART I
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ITEM 1.
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BUSINESS
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3 |
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ITEM 1A.
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RISK FACTORS
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3 |
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ITEM 1B.
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UNRESOLVED STAFF COMMENTS
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3 |
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ITEM 2.
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PROPERTIES
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3 |
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ITEM 3.
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LEGAL PROCEEDINGS
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4 |
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ITEM 4.
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[REMOVED AND RESERVED]
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4 |
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PART II
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ITEM 5.
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MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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4 |
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ITEM 6.
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SELECTED FINANCIAL DATA
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4 |
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ITEM 7.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
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5 |
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ITEM 7A.
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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6 |
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ITEM 8.
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FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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6 |
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ITEM 9.
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CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
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7 |
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ITEM 9A.
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CONTROLS AND PROCEDURES
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7 |
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ITEM 9B.
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OTHER INFORMATION
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7 |
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PART III
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ITEM 10.
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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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7 |
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ITEM 11.
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EXECUTIVE COMPENSATION
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9 |
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ITEM 12.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
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9 |
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ITEM 13.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
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9 |
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ITEM 14
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PRINCIPAL ACCOUNTING FEES AND SERVICES
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10 |
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PART IV
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ITEM 15.
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EXHIBITS, FINANCIAL STATEMENT SCHEDULES
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10 |
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SIGNATURES
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11 | |
2
FORWARD-LOOKING STATEMENTS
Certain statements made in this Annual Report on Form 10-K are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of Remuda Investment Corporation (the “Company”) to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Company's plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.
Remuda Investment Corporation (formerly, Accelerated Acquisitions II, Inc.) (“the Company”) was incorporated in the state of Delaware on February 15, 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. On August 14, 2009, the Company changed its name to Remuda Investment Corporation. On September 1, 2009, the Company determined to change its business plan. The Company now intends to invest in mortgage loans throughout the United States. The Company also intends to purchase performing, sub-performing and non-performing commercial and residential mortgages at discounts from face value, but there is no guarantee that it may be able to do so. The Company’s then intends to liquidate the mortgages.
The Company is currently in the development stage and has not commenced operations. All activities of the Company to date relate to its organization, initial funding and share issuances.
Item 1A. Risk Factors.
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.
Item 1B. Unresolved Staff Comments.
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.
Item 2. Description of Property.
The Company neither rents nor owns any properties. The Company utilizes the office space and equipment of its management at no cost. Management estimates such amounts to be immaterial. The Company currently has no policy with respect to investments or interests in real estate, real estate mortgages or securities of, or interests in, persons primarily engaged in real estate activities.
3
Item 3. Legal Proceedings.
To the best knowledge of our officers and directors, the Company is not a party to any legal proceeding or litigation.
Item 4. [Removed and Reserved]
PART II
Item 5. Market for Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities.
Common Stock
Our Certificate of Incorporation authorizes the issuance of up to 100,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”). The Common Stock is not listed on a publicly-traded market. As of March 21, 2011, there were 23,500,000 shares of Common Stock issued and outstanding by three holders of record of the Common Stock.
Preferred Stock
Our Certificate of Incorporation authorizes the issuance of up to 10,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”). The Company has not yet issued any of its preferred stock.
Dividend Policy
The Company has not declared or paid any cash dividends on its common stock and does not intend to declare or pay any cash dividend in the foreseeable future. The payment of dividends, if any, is within the discretion of the Board of Directors and will depend on the Company’s earnings, if any, its capital requirements and financial condition and such other factors as the Board of Directors may consider.
Securities Authorized for Issuance under Equity Compensation Plans
The Company does not have any equity compensation plans or any individual compensation arrangements with respect to its common stock or preferred stock. The issuance of any of our common or preferred stock is within the discretion of our Board of Directors, which has the power to issue any or all of our authorized but unissued shares without stockholder approval.
Recent Sales of Unregistered Securities
The Company did not sell any equity securities that were not registered under the Securities Act during the year ended December 31, 2010.
No securities have been issued for services. Neither the Registrant nor any person acting on its behalf offered or sold the securities by means of any form of general solicitation or general advertising. No services were performed by any purchaser as consideration for the shares issued.
Issuer Purchases of Equity Securities
None.
Item 6. Selected Financial Data.
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.
4
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation
The Company intends to invest in mortgage loans throughout the United States. The Company also intends to purchase performing, sub-performing and non-performing commercial and residential mortgages at discounts from face value, but there is no guarantee that it may be able to do so. The Company’s then intends to liquidate the mortgages.
The Company is currently in the development stage and has not commenced operations. All activities of the Company to date relate to its organization, initial funding and share issuances.
The Company currently does not engage in any business activities that provide cash flow. Until the Company commences operations, we anticipate incurring costs related to:
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(i)
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filing Exchange Act reports, and
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(ii)
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investigating, analyzing and consummating various business opportunities.
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We believe we will be able to meet these costs primarily through deferral of fees by certain service providers and additional amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors. There is no guarantee that we will be able to access any funding or that the funding we access will be sufficient in amount to sustain our operations or that such funds may be accessed on terms which are beneficial to the Company.
Liquidity and Capital Resources
As of December 31, 2010, the Company had a total of $0. The Company had $3,345 current liabilities as of December 31, 2010. The Company can provide no assurance that it can continue to satisfy its cash requirements for at least the next twelve months.
The following is a summary of the Company's cash flows provided by (used in) operating, investing, and financing activities for the year ended December 31, 2010.
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Year Ended
December
31, 2010
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Net Cash (Used in) Operating Activities
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$
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(12,669)
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Net Cash (Used in) Investing Activities
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-
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Net Cash Provided by Financing Activities
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$
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12,669
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Net Increase (Decrease) in Cash and Cash Equivalents
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$
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-
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||
The Company has nominal assets and has generated no revenues since inception. The Company is also dependent upon the receipt of capital investment or other financing to fund its ongoing operations and to execute its business plan of seeking a combination with a private operating company. In addition, the Company is dependent upon certain related parties to provide continued funding and capital resources. If continued funding and capital resources are unavailable at reasonable terms, the Company may not be able to implement its plan of operations.
Results of Operations
The Company has not conducted any active operations since inception. No revenue has been generated by the Company from February 15, 2008 (Inception) to December 31, 2010. It is unlikely the Company will have any revenues until it commences operations, the date of such commencement at this time being uncertain. There is no guarantee that the Company will ever commence operations. It is management's assertion that these circumstances may hinder the Company's ability to continue as a going concern. The Company’s plan of operation for the next twelve months shall be to continue its efforts to commence operations consistent with its business plan.
5
Twelve Months Ended December 31, 2010 Compared to December 31, 2009
The following table summarizes the results of our operations during the fiscal years ended December 31, 2009 and 2008, respectively, and provides information regarding the dollar and percentage increase or (decrease) from the current 12-month period to the prior 12-month period:
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Line Item
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12/31/10
(audited)
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12/31/09
(audited)
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Increase (Decrease)
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Percentage Increase (Decrease)
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||||||||||||
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Revenues
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$ | 0 | $ | 0 | $ | 0 | 0.00 | % | ||||||||
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Operating expenses
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$ | 9,345 | 6,792 | 2,553 | 37.6 | % | ||||||||||
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Net loss
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$ | (9,345 | ) | (6,792 | ) | 2,553 | 37.6 | % | ||||||||
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Loss per share of common stock
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(0.00 | ) | (0.00 | ) | 0.00 | 0.00 | % | |||||||||
We recorded a loss of $9,345 for the fiscal year ended December 31, 2010 as compared with a net loss of $6,792 for the fiscal year ended December 31, 2009.
Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Seasonality
Our operating results are not affected by seasonality.
Inflation
Our business and operating results are not affected in any material way by inflation.
Critical Accounting Policies
The Securities and Exchange Commission issued Financial Reporting Release No. 60, "Cautionary Advice Regarding Disclosure About Critical Accounting Policies" suggesting that companies provide additional disclosure and commentary on their most critical accounting policies. In Financial Reporting Release No. 60, the Securities and Exchange Commission has defined the most critical accounting policies as the ones that are most important to the portrayal of a company's financial condition and operating results, and require management to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. The nature of our business generally does not call for the preparation or use of estimates. Due to the fact that the Company does not have any operating business, we do not believe that we do not have any such critical accounting policies.
Contractual Obligations
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.
Item 8. Financial Statements and Supplementary Data.
Audited financial statements begin on the following page of this report.
6
REMUDA INVESTMENT CORPORATION
A DEVELOPMENT STAGE COMPANY
DECEMBER 31, 2010
TABLE OF CONTENTS
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Page(s)
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Reports of Independent Registered Public Accounting firm
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F – 2
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Financial Statements:
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|
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Balance Sheets as of December 31, 2010 and December 31, 2009
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F - 3
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Statement of Operations for the years ended December 31, 2010 and December 31, 2009 and the Cumulative Period from Inception (February 15, 2008) through December 31, 2010
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F – 4
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Statement of Stockholder’s Deficiency for the Cumulative Period from Inception (February 15, 2008) through December 31, 2010
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F - 5
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Statement of Cash Flows for the year ended December 31, 2010 and December 31, 2009 and the Cumulative Period from Inception (February 15, 2008) through December 31, 2010
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F - 6
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Notes to Financial Statements
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F – 7 to F - 9
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F-1
Report of Independent Registered Public Accounting Firm
Board of Directors and Stockholders
REMUDA INVESTMENT CORPORATION
We have audited the accompanying balance sheet of Remuda Investment Corporation (a development stage company) as of December 31, 2010 and December 31, 2009 and the related statements of operations, stockholder's deficiency and cash flows for the cumulative period from Inception (February 15, 2008) through December 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as, evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Remuda Investment Corporation (a development stage company) as of December 31, 2010 and the results of its operations and its cash flows for the cumulative period from (February 15, 2008) to December 31, 2010 in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has a net accumulated deficit, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Paritz & Co. P.A.
Hackensack, NJ
March 30, 2011
F-2
Remuda Investment Corporation
(A Development Stage Company)
Balance Sheets
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December 31, 2010
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December 31, 2009
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ASSETS
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|||||||
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Current assets
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|||||||
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Cash
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$
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-
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$
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-
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|||
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||||||||
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Total current assets
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-
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-
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|||||
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||||||||
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TOTAL ASSETS
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$
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-
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$
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-
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LIABILITIES & STOCKHOLDERS’ DEFICIT
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Current liabilities
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Accounts payable
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$
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3,345
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$
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6,669
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Shareholder advances
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15,628
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2,959
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Total current liabilities
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18,973
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9,628
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Total liabilities
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18,973
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9,628
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Stockholders’ deficit
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Preferred stock, par value $0.001, 10,000,000 shares authorized, no shares issued and outstanding at December 31, 2010 and December 31, 2009, respectively
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-
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-
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Common stock, par value $0.001, 100,000,000 shares authorized, 23,500,000 shares issued and outstanding at December 31, 2010 and December 31, 2009, respectively
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2,350
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2,350
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Additional paid-in capital
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7,700
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7,700
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Deficit accumulated during the development stage
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26,973
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)
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(17,628
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)
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(16,923
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)
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Stock subscription receivable
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(2,050
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)
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(2,050
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)
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Total stockholders’ deficit
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(18,973
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)
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(9,628
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)
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|||
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||||||||
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TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
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$
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-
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$
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-
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The accompanying notes are an integral part of these financial statements.
F-3
Remuda Investment Corporation
(A Development Stage Company)
Statements of Operations
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Accumulated from Inception
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||||||||||||
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Year Ended December 31, 2010
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Year Ended
December 31, 2009
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(February 15, 2008)
to December 31, 2010 |
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Revenue
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$ | - | $ | - | $ | - | ||||||
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Expenses:
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||||||||||||
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General and administrative
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9,345 | 6,792 | 26,973 | |||||||||
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Total operating expenses
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9,345 | 6,792 | 26,973 | |||||||||
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Net loss
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$ | (9,345 | ) | $ | (6,792 | ) | $ | (26,973 | ) | |||
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Net loss per common share
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$ | (0.00 | ) | $ | (0.00 | ) | ||||||
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Weighted average number of common shares
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23,500,000 | 23,500,000 | ||||||||||
The accompanying notes are an integral part of these financial statements.
F-4
Remuda Investment Corporation
(A Development Stage Company)
Statement of Stockholders’ Deficit
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Preferred Shares
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Preferred Amount
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Common Shares
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Common Stock Amount
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Additional Paid-in Capital
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Deficit Accumulated During the Development Stage
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Total
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||||||||||||||||||||||
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Balance – February 15, 2008 (Date of Inception)
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- | $ | - | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||||||
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Common stock sold for cash
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- | - | 5,000,000 | 500 | 7,500 | - | 8,000 | |||||||||||||||||||||
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Net loss
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- | - | - | - | - | (10,836 | ) | (10,836 | ) | |||||||||||||||||||
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Balance at December 31, 2008
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- | - | 5,000,000 | 500 | 7,500 | (10,836 | ) | (2,836 | ) | |||||||||||||||||||
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Issuance of common stock
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- | - | 20,500,000 | 2,050 | - | - | 2,050 | |||||||||||||||||||||
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Cancellation of common stock
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- | - | (2,000,000 | ) | (200 | ) | 200 | - | - | |||||||||||||||||||
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Stock subscription receivable
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- | - | - | - | - | - | (2,050 | ) | ||||||||||||||||||||
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Net loss
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- | - | - | - | - | (6,792 | ) | (6,792 | ) | |||||||||||||||||||
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Balance – December 31, 2009
|
- | $ | - | 23,500,000 | $ | 2,350 | $ | 7,700 | $ | (17,628 | ) | $ | (9,628 | ) | ||||||||||||||
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Net loss
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- | - | - | - | - | (9,345 | ) | (9,345 | ) | |||||||||||||||||||
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Balance – December 31, 2010)
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- | $ | - | 23,500,000 | $ | 2,350 | $ | 7,700 | $ | (26,973 | ) | $ | (18,973 | ) | ||||||||||||||
The accompanying notes are an integral part of these financial statements.
F-5
Remuda Investment Corporation
(A Development Stage Company)
Statements of Cash Flows
|
Accumulated from Inception
|
||||||||||||
|
|
Year Ended December 31, 2010
|
Year Ended December 31, 2009
|
(February 15, 2008)
to December 31, 2010 |
|||||||||
|
Cash flows relating to operating activities
|
|
|||||||||||
|
Net loss
|
|
$
|
(9,345
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)
|
$
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(6,792
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)
|
$
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(26,973
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)
|
||
|
Changes in operating assets and liabilities:
|
|
|||||||||||
|
Increase (decrease) in accounts payable
|
|
(3,324
|
)
|
3,142
|
3,345
|
|||||||
|
|
||||||||||||
|
Net cash used in operating activities
|
|
(12,669
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)
|
(3,650
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)
|
(23,628
|
)
|
|||||
|
|
||||||||||||
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Cash flows relating to financing activities
|
|
|||||||||||
|
Shareholder advances
|
12,669
|
2,959
|
15,628
|
|||||||||
|
Additional paid-in capital
|
-
|
200
|
200
|
|||||||||
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Proceeds from issuance of common stock
|
|
-
|
2,050
|
10,050
|
||||||||
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Cancellation of common stock
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-
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(200
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)
|
(200
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)
|
|||||||
|
Stock subscription receivable
|
-
|
(2,050
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)
|
(2,050
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)
|
|||||||
|
|
||||||||||||
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Net cash provided by financing activities
|
|
12,669
|
2,959
|
23,628
|
||||||||
|
NET (DECREASE) INCREASE IN CASH
|
|
-
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(691
|
)
|
-
|
|||||||
|
Cash, beginning of period
|
|
-
|
691
|
-
|
||||||||
|
|
||||||||||||
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Cash, end of period
|
|
$
|
-
|
$
|
-
|
$
|
-
|
|||||
The accompanying notes are an integral part of these financial statements.
F-6
REMUDA INVESTMENT CORPORATION
A Development Stage Company
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2010
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
|
(a)
|
Organization and Business:
|
Remuda Investment Corporation (f/k/a Accelerated Acquisitions II, Inc.) (“the Company”) was incorporated in the state of Delaware on February 15, 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. On August 14, 2009, the Company changed its name to Remuda Investment Corporation. On September 1, 2009, the Company determined to change its business plan. The Company now intends to invest in mortgage loans throughout the United States. The Company also intends to purchase performing, sub-performing and non-performing commercial and residential mortgages at discounts from face value, but there is no guarantee that it may be able to do so. The Company’s then intends to liquidate the mortgages.
The Company is currently in the development stage. All activities of the Company to date relate to its organization, initial funding and share issuances.
|
(b)
|
Basis of Presentation/Going Concern:
|
The accompanying financial statements have been prepared on a going concern basis, which assumes the Company will realize its assets and discharge its liabilities in the normal course of business. As reflected in the accompanying financial statements, the Company has a deficit accumulated during the development stage of $26,973, used cash from operations of $23,628 since its inception, and has a negative working capital of $18,973 at December 31, 2010. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. The Company’s ability to continue as a going concern is also dependent on its ability to find a suitable target company and enter into a possible reverse merger with such company. Management’s plan includes obtaining additional funds by equity financing through a reverse merger transaction and/or related party advances, however there is no assurance of additional funding being available. These circumstances 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.
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(c)
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Use of Estimates:
|
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
|
(d)
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Cash and Cash Equivalents:
|
For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. There were no cash equivalents at December 31, 2010.
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(e)
|
Income Taxes:
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F-7
REMUDA INVESTMENT CORPORATION
A Development Stage Company
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2010
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued):
The Company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on the differences between financial reporting basis and the tax basis of the assets and liabilities and are measured using enacted tax rates and laws that will be in effect, when the differences are expected to reverse.
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(e)
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Income Taxes (continued):
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|
2010
|
200 | |||||||
|
Deferred Tax assets:
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||||||||
|
Net operating loss carry forwards
|
$ | 26,973 | $ | 17,628 | ||||
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Gross deferred tax asset
|
9,441 | 6,170 | ||||||
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Less: Valuation allowance
|
(9,441 | ) | (6,170 | ) | ||||
|
Gross deferred tax asset
|
$ | - | $ | - | ||||
In assessing the ability to realize deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. Based upon the level of historical losses and projections of future taxable income over the periods in which the deferred tax assets are deductible, a full valuation allowance has been provided as management believes that it is more likely than not, based upon available evidence, that the deferred tax assets will not be realized.
As of December 31, 2010, the Company has federal and state net operating loss carry forwards of $26,973. The federal and state net operating loss carry forwards will begin to expire in 2030. The Company’s ability to utilize net operating loss carry forwards may be limited in the event that a change in ownership, as defined in the Internal Revenue Code, occurs in the future.
|
(f)
|
Loss per Common Share:
|
Basic loss per share is calculated using the weighted-average number of common shares outstanding during each reporting period. Diluted loss per share includes potentially dilutive securities such as outstanding options and warrants, using various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each reporting period. The Company does not have any potentially dilutive instruments for this reporting period.
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(g)
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Fair Value of Financial Instruments:
|
The carrying value of cash equivalents approximates fair value due to the short period of time to maturity.
F-8
REMUDA INVESTMENT CORPORATION
A Development Stage Company
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2010
NOTE 2 - CAPITAL STOCK:
The total number of shares of capital stock which the Company shall have authority to issue is 110,000,000. These shares are divided into two classes with 100,000,000 shares designated as common stock at $.001 par value (the “Common Stock”) and 10,000,000 shares designated as preferred stock at $.001 par value (the “Preferred Stock”). The Preferred stock of the Company may be issued by the Board of Directors of the Company in one or more classes or one or more series within any class and such classes or series shall have such voting powers, full or limited, or no voting powers, and such designations, preferences, limitations or restrictions as the Board of Directors of the Company may determine, from time to time.
Holders of shares of Common stock shall be entitled to cast one vote for each share held at all stockholders’ meetings for all purposes, including the election of directors. The Common Stock does not have cumulative voting rights. No holder of shares of stock of any class shall be entitled as a matter of right to subscribe for or purchase or receive any part of any new or additional issue of shares of stock of any class, or of securities convertible into shares of stock of any class, whether now hereafter authorized or whether issued for money, for consideration other than money, or by way of dividend.
On February 15, 2008, the Company issued 5,000,000 shares of Common stock at a purchase price of $.0016 per share, for an aggregate purchase price of $8,000.00.
On June 5, 2009, Robert M. Dunn and Ronald C. Red each agreed to acquire 10,250,000 shares of the Company’s common stock (20,500,000 shares in the aggregate) for a price of $0.0001 per share. At the same time, Accelerated Venture Partners, LLC agreed to tender 2,000,000 of its 5,000,000 shares of the Company’s common stock for cancellation.
NOTE 3 - NEW ACCOUNTING PRONOUNCEMENTS
From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on the Company’s accounting and reporting. The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future either will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations, and cash flows when implemented
NOTE 4 - SUBSEQUENT EVENTS:
The Company has evaluated all subsequent events through March 30, 2011, the date the financial statements were issued, and no additional items were noted that need to be disclosed.
F-9
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures. The Company's Management under the supervision and with the participation of the Principal Executive Officer and the Principal Financial Officer are responsible for establishing and maintaining "disclosure controls and procedures" (as defined in the Exchange Act) for the Company. Based on their evaluation of the Company's disclosure controls and procedures as of December 31, 2010, the Company's Management has concluded that the Company's disclosure controls and procedures were not effective due to the lack of segregation of duties to ensure that the information required to be disclosed by the Company under the Exchange Act was recorded, processed, summarized and reported within the time periods specified in the Exchange Act and accumulated and communicated to the Company's Management, including the Principal Executive Officer and the Principal Financial Officer, to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting. During the last quarter of the Company's fiscal year ended December 31, 2010, there were no changes in the Company's internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
Limitations on the Effectiveness of Controls. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected. The Company's disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives, and the Principal Executive Officer and the Principal Financial Officer have concluded that these controls and procedures are effective at the "reasonable assurance" level.
Item 9B. Other Information.
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Set forth below is the name of our sole director and executive officer, his age, all positions and offices that he held with us, the period during which he has served as such, and his business experience during at least the last five years.
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Name
|
Age
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Position
|
||
|
Robert M. Dunn
|
59
|
Director, President and Secretary
|
||
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Ronald C. Redd
|
68
|
Director, Treasurer
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Robert M. Dunn became President, Secretary and a director of the Company in June 2009. He is Chief Executive Officer of Remuda Investment Corporation. Prior to Remuda, Mr. Dunn was President of Oxford Funding Corporation, a mortgage acquisition/resolution company; and for thirteen years was the President of San Felipe Companies, a commercial real estate brokerage and mortgage lending company. In addition, San Felipe also engaged in the sale of mortgage portfolios, as well as individual promissory notes typically secured by real estate. Prior to that he was a Senior Vice President of Oxford Funding Corporation where his responsibilities included sales activities for this secondary mortgage market. During twenty-one months with the company, Mr. Dunn participated in approximately $750 million in transactions and managed an in-house sales staff of up to twelve full-time sales professionals. He was licensed as a Certified Public Accountant in 1976, obtained his real estate broker’s license by the Texas Real Estate Commission in 1989 and his Mortgage Broker’s license by the Texas Savings and Loan Department in the year 2000. Mr. Dunn received his BBA in Finance from the University of Texas at Austin and his MS in Accountancy from the University of Houston.
7
Ronald C. Redd became Treasurer and a director of the Company in June 2009. He is Chief Financial Officer of Remuda Investment Corporation. Prior to Remuda, Mr. Redd was CEO of Oxford Funding Corporation, a mortgage acquisition/resolution company; and for eleven years was the principal and President of Huntington Financial Corporation. The company originated both commercial and residential mortgage loans and was engaged in the sale of mortgage portfolios and individual promissory notes secured by real estate; real estate development; new construction and rehabilitation of primarily single family homes purchased at a discount. Prior to that he was a Senior Vice President of Oxford Funding Corporation and had the responsibility for this secondary mortgage marketing company's portfolio acquisitions. Mr. Redd was promoted to President in January 1992. During his two years with the company, the firm purchased and marketed approximately $750 million in various loan portfolios. Mr. Redd was specifically charged with due diligence, formulating bid prices and closings. Mr. Redd has received his Real Estate Brokers License from the Texas Real Estate Commission and his Mortgage Brokers License from the Texas Savings and Loan Department. Mr. Redd has a BS in Business Administration and Economics from Stephen F. Austin State University.
Messrs. Dunn and Redd devote less than 25% of their business time to the affairs of the Company. The time Messrs. Dunn and Redd spend on the business affairs of the Company varies from week to week and is based upon the needs and requirements of the Company.
Audit Committee and Audit Committee Financial Expert
We do not currently have an audit committee financial expert, nor do we have an audit committee. Our entire board of directors, which currently consists of Messrs. Dunn and Redd, handles the functions that would otherwise be handled by an audit committee. We do not currently have the capital resources to pay director fees to a qualified independent expert who would be willing to serve on our board and who would be willing to act as an audit committee financial expert. As our business expands and as we appoint others to our board of directors we expect that we will seek a qualified independent expert to become a member of our board of directors. Before retaining any such expert our board would make a determination as to whether such person is independent.
Section 16(a) Beneficial Ownership Reporting Compliance.
Section 16(a) of the Securities Act of 1934 requires the Company's officers and directors, and greater than 10% stockholders, to file reports of ownership and changes in ownership of its securities with the Securities and Exchange Commission. Copies of the reports are required by SEC regulation to be furnished to the Company. Based on management's review of these reports during the fiscal year ended December 31, 2009, all reports required to be filed were filed on a timely basis.
Code of Ethics
Our board of directors has adopted a code of ethics that our officers, directors and any person who may perform similar functions is subject to. Currently Messrs. Dunn and Redd are our only officers and directors, therefore, they are the only persons subject to the Code of Ethics. If we retain additional officers in the future, they would become subject to the Code of Ethics. The Code of Ethics does not indicate the consequences of a breach of the code. If there is a breach, the board of directors would review the facts and circumstances surrounding the breach and take action that it deems appropriate, which action may include dismissal of the employee who breached the code. Currently, since Messrs. Dunn and Redd serve as the only directors and officers, They are responsible for reviewing their own conduct under the Code of Ethics and determining what action to take in the event of his own breach of the Code of Ethics.
8
Item 11. Executive Compensation.
No past officer or director of the Company has received any compensation and none is due or payable. Our only officers and directors, Messrs. Dunn and Redd, do not receive any compensation for the services they render to the Company, have not received compensation in the past, and are not accruing any compensation pursuant to any agreement with the Company. We currently have no formal written salary arrangement with either of our officers. Messrs. Dunn and Redd may receive a salary or other compensation for services that they provide to the Company in the future. No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by the Company for the benefit of the Company’s employees.
Item 12. Security Ownership of Certain beneficial Owners and Management and Related Stockholder Matters
The following table sets forth certain information regarding beneficial stock ownership as of December 31, 2001 of (i) all persons known to us to be beneficial owners of more than 5% of our outstanding common stock; (ii) each director of our company and our executive officers, and (iii) all of our officers and directors as a group. Each of the persons in the table below has sole voting power and sole dispositive power as to all of the shares shown as beneficially owned by them, except as otherwise indicated.
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Name
|
Number of
Shares
Beneficially
Owned(1)
|
Percent of
Outstanding
Shares(1)
|
||||||
|
Accelerated Venture Partners, LLC
|
3,000,000
|
12.76
|
%
|
|||||
|
1840 Gateway Drive, Suite 200
|
||||||||
|
Foster City, CA 94404
|
||||||||
|
Robert M. Dunn
|
10,250,000
|
43.62
|
%
|
|||||
|
1330 Post Oak Blvd., Suite 1600
Houston, TX 77056
|
||||||||
|
Ronald C. Redd
|
10,250,000
|
43.62
|
%
|
|||||
|
1330 Post Oak Blvd., Suite 1600
Houston, TX 77056
|
||||||||
|
Officers and directors as a group (two persons)
|
20,500,000
|
87.23
|
%
|
|||||
|
(1)
|
For the purposes of this table, a person is deemed to have “beneficial ownership” of any shares of capital stock that such person has the right to acquire within 60 days of December 31, 2010. All percentages for common stock are calculated based upon a total of 23,500,000 shares outstanding as of December 31, 2010, plus, in the case of the person for whom the calculation is made, that number of shares of common stock that such person has the right to acquire within 60 days of December 31, 2010.
|
Item 13. Certain Relationships and Related Transactions and Director Independence
Certain Relationships and Related Transactions
At December 31, 2010, certain shareholders of the Company had made advances to the Company in the aggregate amount of $15,628, which represents amounts loaned to the Company to pay the Company's operating expenses.
Director Independence
As of June 5, 2009, Messrs. Dunn and Redd became the only directors of the Company. Messrs. Dunn and Redd are not considered "independent" in accordance with rule 4200(a)(15) of the NASDAQ Marketplace Rules. We are currently traded on the Over-the-Counter Bulletin Board. The Over-the-Counter Bulletin Board does not require that a majority of the board be independent.
9
Item 14. Principal Accounting Fees and Services
Paritz & Co., P.A. (“Paritz”) is the Company's independent registered public accounting firm.
Audit Fees
The aggregate fees billed by our auditors, Paritz & Co. P.A., for professional services rendered for the audit of our annual financial statements for fiscal year ended December 31, 2010 and review of our interim financial statements for the first, second and third quarters of 2011 was approximately $4,500. The aggregate fees billed by our auditors for professional services rendered for the audit of our annual financial statements for fiscal year ended December 31, 2009 and review of our interim financial statements for the first, second and third quarters of 2010 was approximately $4,500.
Audit-Related Fees
There were no fees billed or to be billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements for the fiscal year ended December 31, 2010 and for the period from February 15, 2008 (Inception) to December 31, 2010.
Tax Fees
There were no fees billed or to be billed for professional services for tax compliance, tax advice, and tax planning for the fiscal years ended December 31, 2010 and December 31, 2009.
All Other Fees
There were no fees billed or to be billed for other products and services for the fiscal years ended December 31, 2010 and December 31, 2009.
Audit Committee’s Pre-Approval Process
The Board of Directors acts as the audit committee of the Company, and accordingly, all services are approved by all the members of the Board of Directors.
Part IV
Item 15. Exhibits, Financial Statement Schedules
(a) We set forth below a list of our audited financial statements included in Item 8 of this annual report on Form 10-K.
|
Statement
|
Page
|
|
|
Index to Financial Statements
|
F-1
|
|
|
Report of Independent Registered Public Accounting Firm
|
F-2
|
|
|
Balance Sheets
|
F-3
|
|
|
Statements of Operations
|
F-4
|
|
|
Statement of Changes in Stockholder’s Equity (Deficit)
|
F-5
|
|
|
Statements of Cash Flows
|
F-6
|
|
|
Notes to Financial Statements
|
F-7-9
|
10
(b) Index to Exhibits required by Item 601 of Regulation S-K.
|
Exhibit
|
Description
|
|
|
31.1
|
Certification of the Company’s Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2010.
|
|
|
31.2
|
Certification of the Company’s Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2010.
|
|
|
32.1
|
Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002
|
SIGNATURES
In accordance with 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.
|
Dated: March 30, 2011
|
REMUDA INVESTMENT CORPORATION
|
|
|
By:
|
/s/ Robert M. Dunn
|
|
|
Robert M. Dunn
|
||
|
President and Director
|
||
|
Chief Executive Officer
|
||
|
Principal Executive Officer
|
||
|
Dated: March 30, 2011
|
By:
|
/s/ Ronald C. Redd
|
|
Ronald C. Redd
|
||
|
Treasurer and Chief Financial Officer
|
||
|
Principal Financial Officer
|
||
11
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
|
Dated: March 30, 2011
|
REMUDA INVESTMENT CORPORATION
|
|
|
By:
|
/s/ Robert M. Dunn
|
|
|
Robert M. Dunn
|
||
|
President and Director
|
||
|
Chief Executive Officer
|
||
|
Principal Executive Officer
|
||
|
Dated: March 30, 2011
|
By:
|
/s/ Ronald C. Redd
|
|
Ronald C. Redd
|
||
|
Treasurer and Chief Financial Officer
|
||
|
Principal Financial Officer
|
||
12