UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

x

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

 

For the quarterly period ended September 30, 2009.

 

Commission file number 0-27182

 

 

ACCREDITED BUSINESS CONSOLIDATORS CORP.

(Exact name of registrant as specified in its charter)

 

 

 

PENNSYLVANIA

25-1624305

(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification No.)

 

196 WEST ASHLAND STREET

DOYLESTOWN, PA  18901

(Address of principal executive offices, including zip code)

 

(267) 864-7737

(Registrant’s telephone number, including area code)

 

 

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

 

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. (Check one):

 

Large accelerated filer

 

¨

 

Accelerated filer

 

¨

Non-accelerated filer

 

¨

 

Smaller reporting company

 

x

(Do not check if a smaller reporting company)

 

 

 

 

 

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

 Yes    ( )    No    (X)

 

Transitional Small Business Disclosure Format (Check one): Yes o Nox

 

The aggregate market value of the common stock held by all persons using the price of $.004, which is the price at the close on September 30, 2009, is $1,745,598. As of September 30, 2009, there are 436,399,600 common shares outstanding with a par value of .0001. There are 500,000,000 preferred shares outstanding which share the same voting rights as the common stock except that their voting power will never be less than 51%.

 

 

 

 

 

 

 

 

FORWARD LOOKING STATEMENTS AND RISK FACTORS

 

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

 

 

 

 

 

PART I - FINANCIAL INFORMATION

 

I

ACCREDITED BUSINESS CONSOLIDATORS CORP.
       
BALANCE SHEET
       
September 30, 2009
       
Expressed in Dollars
       
       
ASSETS    
       
Current assets :  
       
Cash and Bank Account    $    21,142.72
  Bank            21,142.72  
Temporary Investments(stocks)    $      3,840.00
  Lehman Brother Capital Trust Series L-LEHLQ              3,840.00  
Accounts Receivable    $         825.00
  Richwood Eco Ventures Ink                 137.50  
  Italian Oven Financial Inc                 137.50  
  Italian Oven Travel & Entertainment Corp.                 137.50  
  Italian Oven International                 137.50  
  Italian Oven Intellectual Property                 137.50  
  Italian Oven Tecnologies Inc.                 137.50  
TOTAL ASSETS:        25,807.72  
       
   
LIABILITIES
     
Current liabilities:  
     
Loans from shareholders    $    29,850.00
  My Pleasure Ltd.            29,850.00  
Interest due on loans from shareholders    $      2,985.00
  My Pleasure Ltd.              2,985.00  
TOTAL LIABILITIES:        32,835.00  
       
CAPITAL    
Stockholders' equity  
     
Accumulated Deficit    $ -157,027.28
Preferred stock, $.0001 par value, 500,000,000 shares authorized  $    50,000.00
no shares issued or outstanding  
     Common Stock, $0.0001 par value, 450,000 ,000 shares authorized, 436,399,600 shares issued and outstanding  $    43,640.00
Adjustments to Shareholder's equity (deficit caused by par value previously shares issued)  $   -43,640.00
Additional paid-in Capital     $  100,000.00
TOTAL CAPITAL:   -      7,027.28  
     
   
     
LIABILITIES AND STOCKHOLDER EQUITY      25,807.72  
       
  The accompanying notes are an integral part of the financial statements.

 

 

  

ACCREDITED BUSINESS CONSOLIDATORS CORP.
     
STATEMENT OF OPERATIONS 
September 30, 2009
     
Expressed in Dollars      
     
       
     
    Quarter
    Ended
    September 30,
    2009
REVENUE      $          12.50
Earned Interest on Loans                 12.50  
TOTAL INCOME         $          12.50
       
EXPENDITURE      
       
General and administrative         5,411.35  
       
Stock transfer agent fees                  110.30    
Office rent                  357.19    
Insurance                  109.74    
Internet services                    47.75    
Publicity               1,784.00    
Communications                  106.00    
  Commissions and fees paid                  24.02    
Interest on loans               2,762.50    
Bank fees                  109.85    
Profit (or loss) before income taxes     -     5,398.85  
Provision for income taxes     0
Profit (or loss)   $ -     5,398.85  
       
       
     
       
     
  The accompanying notes are an integral part of the financial statements.
     

 

 

 

       
ACCREDITED BUSINESS CONSOLIDATORS CORP.
CASH FLOW STATEMENT
       
At September 30, 2009
       
       
Expressed in Dollars      
       
       
    Quarter
    Ended
    September 30,
    2009
Cash flows from operating activities:  
   
Net Loss   $ -     4,818.85  
       
       
Adjustments to reconcile net loss to net cash used     -      1,670.00  
Note payable issued in exchange for services                      -    
Common stock issued for services                      -    
Interest payable      
Account payable                      -    
Net cash used in operating activities     -     6,488.85  
Cash flows from investing activities:    
Net fixed asset acquisition      
Cash flows from financing activities:    
Suppliers loans           27,500.00  
Issuance of preferred stock for cash                      -    
common stock paid in cash                      -    
Advances from stockholders                      -    
Net cash provided by financing activities         27,500.00  
Net change in cash                      -    
       
Cash at the beginning of period              131.57  
Cash at the end of period   $     21,142.72  
       
       
       
  The accompanying notes are an integral part of the financial statements.
  

ACCREDITED BUSINESS CONSOLIDATORS CORP.

 

             

 

 

                     
ACCREDITED BUSINESS CONSOLIDATORS CORP.        
ACCOMPANYING NOTES        

 

ACCREDITED BUSINESS CONSOLIDATORS CORP.    
ACCOMPANYING NOTES      
               
At September 30, 2009      
               
               
Note 1: Summary of accounting policies               
1.1 Organization and business            
Accredited Business Consolidators Corp. (the "Company" or "accredited") was organized in 1990 under the name Fornello USA, Inc. Accredited finally changed its name to The Italian Oven, Inc., to reflect the operation of various Italian restaurants. However, in October 1996, the company had no funds to sustain itself, and filed for protection under Chapter 11 of Federal Bankruptcy Code, presented a plan with the Bankruptcy Court, which is stripped of all assets, including intellectual property, the plan provided no payment to shareholders, but did not cancel or terminate the common shares of the company. The Bankruptcy Court of the United States for the Western District of Pennsylvania approved the bankruptcy plan and on 17 July 1998, the company emerged from bankruptcy
After the company emerged from bankruptcy, and until 31 December 2007, the company did not conduct any business. It had no operations or assets. Instead, it simply remained dormant while the administration sought an opportunity for its shareholders. The Company has no restaurants and is not affiliated with the restaurants that bear its name
During this 2nd Quarter of 2009, the Company engaged in forming and participating in various ventures.  The Company also made investments into several companies and provided loans to start-up organizations that are affiliated with the Company
1.2 Basis of presentation and the ongoing uncertainty            
The financial statements have been prepared in accordance with accounting principles generally accepted in the United States. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, income statement, and cash flows of the Company for all periods presented have been made. Specifically, during the relevant period, the company had no operations or assets, and no accumulated debt
Certain information and disclosures in the notes are included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted. The results of operations for the current year are not necessarily indicative of operating results expected for any subsequent fiscal year
The financial statements of the Company have been prepared assuming the Company will continue as a going concern. However, the company has no assets or working capital and no business operations. These conditions, among others, give rise to serious doubts about the ability of the company to continue as a going concern. There is no guarantee that the measures taken by the management will meet all the needs of the company to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty
1.3 Management estimates            
The preparation of financial statements in conformity with generally accepted accounting principles 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 income and expenses during the reporting period. Actual results could differ from those estimates
               
Note 2: Related party transactions               
All of the Company's funding originated with My Pleasure Ltd., of the United Kingdom.  My Pleasure Ltd. is also the majority shareholder of the Company.  As a result, favorable terms may exist with respect to business transactions involving My Pleasure.  Additionally, the Company made loans to affiliated enterprises that it helped create.  Every loan the Company made is considered a related party transaction
               
Note 3: Commitments and contingencies              
At 30 September 2009, the Company is not subject to contingencies or commitments or obligations under lease commitments
               
Note 4: Going concern              
At 30 September 2009, the Company has little working capital. As such, the accompanying financial statements have been prepared assuming the Company will continue as a going concern. The company does not have sufficient working capital for its planned activities, which raises substantial doubt about its ability to continue as a going concern.  The continuation of the company as a going concern depends on obtaining additional working capital
               
Note 5: Commitments and contingencies              
At 30 September 2009, the Company has little working capital. As such, the accompanying financial statements have been prepared assuming the Company will continue as a going concern. The company does not have sufficient working capital for its planned activities, which raises substantial doubt about its ability to continue as a going concern.  The continuation of the company as a going concern depends on obtaining additional working capital
               
Note 6:               
The amount of the bank account includes the following Bank account:      
38300640-8569     $        367.49        
38300640-8572        19,639.25        
InteractiveBrokers LLC Brokerage account        1,135.98        
       $  21,142.72        
               
Note 7:               
Temporary Investments (Stocks)          
Capital Trust Series L-LEHLQ 24, 000 Shares  $    3,840.00    
               
Note 8:               
The Current Liabilities consist of loans made by My Pleasure Ltd. to the Company.    
The Current Interest Payable contains the accrued Interest of loans from 2008    
               
Note 9:               
In 2008, the Company issued 5,000,000 shares to My Pleasure Ltd. for $.03 per share.  This resulted in the new shares being listed with the previously issued and outstanding common stock.
               
Note 10:               
The additional paid in capital of $100,000  is based on the remaining $.02 per share              
               
Note 11:               
The adjustment to the shareholder's equity of $43,640 is made to correct the deficit caused by the par value of the shares issued prior to 2008

 

 

ITEM 2Management's Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion and analysis should be read in conjunction with our financial statements and related notes included in this report. This report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The statements contained in this report that are not historic in nature, particularly those that utilize terminology such as “may,” “will,” “should,” “expects,” “anticipates,” “estimates,” “believes,” or “plans” or comparable terminology are forward-looking statements based on current expectations and assumptions. Various risks and uncertainties could cause actual results to differ materially from those expressed in forward-looking statements.

All forward-looking statements in this document are based on information currently available to us as of the date of this report, and we assume no obligation to update any forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements.

 

History

 

Accredited Business Consolidators Corp. (the “Company” or “ACDU”) was organized in 1990 under the name Fornello U.S.A., Inc.  ACDU eventually changed its name to the Italian Oven, Inc., to reflect its operation of various Italian restaurants.  However, in October, 1996, ACDU did not have the funds to sustain itself, and it filed for protection under Chapter 11 of the United States Bankruptcy Code.   ACDU submitted a plan to the bankruptcy court which divested it of most assets, including some intellectual property and trademarks.  The plan provided no payment to shareholders; however it did not cancel or extinguish the common shares of ACDU.  The United States Bankruptcy Court for the Western District of Pennsylvania approved the bankruptcy plan. On July 17, 1998, ACDU emerged from bankruptcy.

 

From the time ACDU emerged from bankruptcy until late 2008, the company conducted no business.  It had no operations and no assets.  However, it did incur legal and other expenses. Additionally, management attempted to locate business opportunities for the company and, as a result, it incurred debts payable to business reconstruction consultants. My Pleasure, Ltd., a corporation domiciled in the United Kingdom, agreed to provide ACDU with a cash infusion of $150,000.00 to pay off all of the company's debts in exchange for a controlling interest in the Company. On October 17, 2008, My Pleasure Ltd. did indeed provide the cash to the Company which was used to pay off the prior debt and legal expenses. After the payments occurred, ACDU was completely free of debts and expenses. My Pleasure Ltd. received 5,000,000 restricted pre-split common shares which provided it with a majority control over the Company. My Pleasure Ltd. is a foreign entity that is not owned by any United States persons. Because of this, the Company believes that the transaction was exempt from securities regulations governing United States investors. Nevertheless, legal counsel for the Company filed a REGDEX on November 3, 2008, related to the transaction since My Pleasure was also an accredited investor. The REGDEX does not allow, and will not allow, the Company to sell the unregistered free trading securities to other accredited investors. In fact, My Pleasure Ltd. ultimately converted its controlling interest through common shares to a controlling interest through preferred shares.

 

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

 

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

 

During 2009,  the Company primarily operated as a holding company owning a majority stake in the Company's subsidiaries.

  

Change in Control and Change in Management

 

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

 

Plan of Operation and Statement of Operations

 

Subsequent to the purchase of control by My Pleasure Ltd., the Company changed its scope of operations. The Company's business model turned into that of a holding company engaged in locating business opportunities. ACDU would either create the business themselves, form partnerships or joint ventures with third parties, or make direct investments into other corporations. Most of the business opportunities would involve distressed entities or new entities. As a result, ACDU would be required to help assist the companies locate loans or equity finance to enhance the potential for success of the ventures. These companies and ventures may also need to file registration statements with the Securities and Exchange Commission so that they may seek investment money from the public. With this business plan in mind, ACDU created certain subsidiaries as discussed below.

 

      1. Italian Oven International, Inc. ("IOII"). IOII was formed in January 2009 through a filing with the Pennsylvania Secretary of State to hold investments into small businesses located outside of the United States. IOII owns 25% of the capital stock of 3-101-532180, S.A., of Costa Rica. It is not expected that 3-101-532180, S.A., will be in the position to pay dividends in the near future. 3-101-532180 S.A. operates a mall-based clothing store in Costa Rica. The Company is expanding to Spain, most likely Madrid or Barcelona, in 2011. However, the Spain store will be a separate entity. It is expected that IOII will own 25% of the Spanish entity that will be formed for this operation.

  

2. Italian Oven Intellectual Property Inc. ("IOIP"). IOIP is a Pennsylvania corporation formed in January 2009. The purpose of IOIP will be to manage ACDU's intellectual property and trademarks, whether official or common law. IOIP will act separately from the parent company and will receive income through licensing and commissions. IOIP is not expected to be divested from the parent company and it will most likely never file a registration statement to raise capital.

 

3. Italian Oven Travel & Entertainment Corp. ("IOTE"). IOTE is a Pennsylvania corporation formed in January 2009. The purpose of IOTE is to offer travel and entertainment related websites. IOTE presently has numerous contracts in place to sell travel offerings such as cruises, hotels, car rentals, and tour packages throughout the world. While agreements to offer travel services are in place, IOTE will need raise capital to obtain the money to prepare the websites and booking engines necessary to be successful. Therefore, IOTE's goal for early 2011 is to file the necessary documents with the Securities and Exchange Commission to legally perform a capital raise.

 

4. Italian Oven Technologies Inc. ("IOTI"). IOTI is a Pennsylvania corporation formed in Febnruary 2009 to engage in the business of distributing electronic devices to Central America. Initially, the Company teamed up with ACER Computers as an authorized partner and prepared to import computers into Costa Rica, Nicaragua, and Honduras. However, the Company determined that the pricing for purchasing systems in bulk from ACER could not compete with large retailers such as Circuit City and Amazon.com. While these outlets are not in Central America, residents of those countries import electronics on their own using services with mail forwarding from Miami. Recently, IOTI changed its focus to dual-SIM cellular phones. IOTI began negotiating agreements with several wireless telephone manufacturers in China and Hong Kong that manufacturer the devices. IOTI is in the product testing stage to assure that only quality products are purchased. If the phones being tested pass the tests, the Company will begin importing these telephones into Central America. The dual-SIM phones are extremely popular in Central America because most clients use a prepaid SIM. The prepaid plans provide low cost calling, but only to other phones on the same network. Therefore, residents of Central America usually carry two cellular phones, each being on a separate provider. Having a dual SIM phone alleviates the need for two phones. IOTI will require capital to successfully move forward with the project. Therefore, its primary goal for the beginning of 2011 is to prepare the necessary documents for filing with the Securities and Exchange Commission to raise capital.

 

5. Italian Oven Financial Inc. ("IOF"). IOF is a Pennsylvania corporation formed in January 2009. IOF's purpose and plan is to offer financial services as a white label affiliate for unique products that can be provided with fair pricing. Presently, IOF is exploring a potential partnership to provide a binary options trading platform to the public. However, if an agreement is consummated with a partner, IOF will be in need of capital and will have to file appropriate filings with the Securities and Exchange Commission to raise capital.

 

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

 

 

 7. Telecom Tools Inc. ("TTI"). TTI is a Pennsylvania corporation formed in July 2009. TTI filed a patent for a modification to a popular telecommunications punch-down tool. Punch-down tools are routinely used when installing wiring for communications systems and in telephone rooms. The #66 punch-down blade frequently causes accidental shorting when installers brush the tool against adjacent connections. This causes digital stations to crash, lockup, or trip circuit protection, resulting in dropped calls and upset clients. Worse, such accidental contact sometimes causes permanent damage to equipment. TTI's patent provides a coating to the tool that will minimize the chances of shorting. The modification will only cost manufacturers a small amount of money per tool to add the protection to it. TTI will collect royalties on its patent-pending process. TTI intends to file a registration statement with the Securities and Exchange Commission during the first quarter of 2011. The registration statement will allow TTI to seek investment capital for the marketing of its tool modification.

 

8. Industrial Supply Company LLC ("ISC"). ISC is a Florida limited liability company formed in April 2008. ACDU owns 25% of ISC. ISC operates as a construction consulting and lobbying organization. It does not intend to file a registration statement or seek capital from investors. It will work closely with ACDU to develop its consulting enterprises and may help construction companies obtain financing or obtain modifications to local, state, and federal laws through its lobbying programs.

 

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

  

ITEM 3.  Quantitive Disclosures About Market Risk

 

As a smaller reporting company as defined by Item 10 of Regulation S-K, we are not required to provide information solicited by this item. Nevertheless, we note that an investment in ACDU is highly speculative in nature and should only be made by professional investors who fully understand the risks of over the counter investments. In fact, when an investor purchases ACDU shares, it does not benefit the Company. Rather, the shares are being purchased from a third party who bought the shares on the open market or as part of the original offering by the Italian Oven between 1995 and 1997.

 

ITEM 4.  Controls and Procedures

 

As required by Rule 13a-15(b) under the Exchange Act, management carried out an evaluation, with the participation of the Company’s Principal Executive Officer and Financial Officer, of the effectiveness of the Company's disclosure controls and procedures, as of June 30, 2010. Based on the evaluation as of June 30, 2010, the Principal Executive Officer and Financial Officer of the Company have concluded that the Company's disclosure controls and procedures (as defined in Rules 13a-15(e)and 15d-15(e) under the Exchange Act) were not effective to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in rules and forms of the SEC. Specifically, management determined that information was not routinely entered into a format to provide prompt disclosure resulting in late reporting. Management has began a procedure to implement a plan to enable prompt reporting of information on a timely basis. Management believes that the plan can be implemented so that reporting can be on time during 2011.

 

Internal controls are procedures which are designed with the objective of providing reasonable assurance that our transactions are properly authorized, recorded and reported and our assets are safeguarded against unauthorized or improper use, to permit the preparation of our financial statements in conformity with generally accepted accounting principles. While the Company's controls and procedures were inadequate for timely reporting, the internal controls and procedures did appear to be sufficient for fair and accurate disclosure of information and to prevent unauthorized or improper use of the Company's financial statements.

 

Changes in Internal Control over Financial Reporting

 

There was no change in our internal control over financial reporting during the quarter ending on June 30, 2010, that materially affected or is reasonably likely to materially effect our internal control over financial reporting.

 

 

Part II - OTHER INFORMATION

 

ITEM 1.Legal Proceedings

 

The Company has no material legal actions pending against it or any of its subsidiaries. The Company, through its affiliates, are engaged in litigation to achieve access to the property belonging to Richwood Eco Ventures Inc. The property consists of wood processing equipment.  While the Richwood Eco Ventures matter is not material to the Company to the extent it will affect our business model of assisting other companies, it is material to our subsidiary, Richwood Eco Ventures, Inc. Prevailing on the legal actions would greatly assist in the success of Richwood Eco Ventures. However, there is no certainty in legal proceedings.

 

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

 

We have not sold any securities during the time period of this report. In fact, we are under a share issuance moratorium which effectively prevents us from issuing common stock for any reason.  However, we have no plan to issue stock in ACDU. We do intend to issue stock in our subsidiaries to raise capital for them.

 

ITEM 3.  Defaults Upon Senior Securities

 

The Company does not have any senior securities or notes.

 

ITEM 4.  Submission of Matters to a Vote of Security Holders

 

None.

 

ITEM 5.  Other Information

 

Accredited Business Consolidators Corp. is an extremely risky investment. The Company is engaged in the creation of enterprises or investment in enterprises that have no or little established business. In addition, the Company's investments into enterprises that are established are high risk because the enterprises are usually financially distressed and will require additional capital to expand or complete their business goals. We may or may not be able to provide them with sources of capital in this regard.

 

 

 

 

ITEM 6.  Exhibits and Reports on Form 8-K

 

Exhibits

 

31.1

Certification  of Chief Executive  Officer and Chief Financial  Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

32.1

Certification  of Chief Executive  Officer and Chief Financial  Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

Reports on Form 8-K

 

We incorporate our filings, made on Form 8-K, by reference as if fully restated again. We request shareholders review the original filings rather than relying on the summary provided below.

 

On September 9, 2009, we issued a Form 8-K that, in accordance with our resolution to retire two sets of common stock, 1,892,100 shares in the company's treasury and 500,000,000 shares belonging to My Pleasure Limited, announcing that the first set of shares were retired by the transfer agent.  The Company expects the 500,000,000 common shares to be retired within one week.  Once the shares are retired, the Company will reduce its authorized shares to 450,000,000. 

 

On Septmeber 3, 2009, we filed a Form 8-K which explained that on August 27, 2009, acquired 25% of two Costa Rican corporations, 3-101-532180, S.A. d/b/a Marilyn Boutique, and Soluciones Faciles, S.A.  Marilyn Boutique is a speciality clothing store that needed assistance moving to the popular San Pedro Mall in San Jose, Costa Rica.  Soluciones Faciles, S.A. is a microloan provider in San Jose, Costa Rica.  


On August 25, 2009, we lodged a Form 8-K that stated we would change our name from the Italian Oven to Accredited Business Consolidators Corp.  and that we would reduce its authorized number of shares to 450,000,000.  We explained that many shareholders have contacted the Company to inquire about how the name change would affect their securities.  The name change will result in a new symbol being issued to the Company, however, it will not otherwise affect the the ability of shareholders to trade the stock.  All shareholders having their shares with a stock broker will receive 1 share of Accredited Business Consolidators Inc. for every Italian Oven Inc. share.   Additionally, some shareholders have inquired as to whether the share issuance moratorium would affect their ability to trade or transfer their shares.  The moratorium does not affect the free trading stock issued and outstanding.  All of the shares on the open market originated before 1997 and will not be altered in any way by the moratorium.  The moratorium simply prevents the Company or its management from pledging or issuing any additional common stock.  Those who have shares, or who buy free trading shares on the market, will continue to have the ability to trade their stock.  The Company does not participate in these transactions and does not receive funding as a result of the trading of its common stock.  If the Company needs to raise capital by selling stock, it would file a registration statement with the Securities and Exchange Commission.  It has not, and does not anticipate, filing any such statement this year.  

 

On August 24, 2009, we submitted a Form 8-K explaining that we, through our subsidiary Italian Oven International, controls Richwood Eco Ventures, Inc.  The vehicle was created to assist Nicaraguan Rich Corporacion market its wood internationally and to hold the Company's investments into the Nicaraguan firm and its related entities.  We learned of a non-descript vague offer made directly to the Nicaraguan entity to purchase its common shares.  While a cash purchase by a third party would benefit both the Nicaraguan entity and the Company, and the intention to market the Nicaraguan wood should not be impaired, we maintain reservations about the prospects of an actual cash proposal.  Shareholders should review our 2009 annual report for additional information about this situation.

 

On August 14, 2009, we issued a Form 8-K stating that we announced that Richwood Eco Ventures, Inc., entered into a letter of intent to acquire the capital stock of Rich Corporacion S.A., and to become its agent for the sale of its rare timbers.  More information about  Rich Corporacion may be found at www.richwood.com.ni .  This transaction will not result in any dilution of the Company's common stock as there is a share issuance moratorium in place until January 15, 2010.     

 

On August 11, 2009, we announced via Form 8-K that  we, through our affiliate Italian Oven Technologies, Inc., received approval from Acer Group to become an Acer Channel Partner enabling the Company to distribute Acer Products.  Acer's PC-centric product offering includes mobile and desktop PCs, servers and storage, LCD monitors and high-definition TVs, projectors, and handheld/navigational devices. Sub-brands include the consumer-focused Aspire series, and commercial sector TravelMate, Veriton, and Altos series.  Italian Oven Technologies, Inc., through Italian Oven International, Inc., plans to distribute Acer Products in Central and South America.

 

On August 7, 2009, we filed a Form 8-K announcing that our affiliated company Italian Oven Travel & Entertainment Corp. entered into a material definitive agreement with Travel Impressions, Ltd., a subsidiary of American Express, to provide travel related offerings on internet domains.

 

On July 27, 2009, we lodged a Form 8-K announcing the formation of Envirocare Corporation. Envirocare Corporation is exploring opportunities in the field of environmentally friendly building supplies. The Company cautions investors that at this time Envirocare Corporation has not finalized any business activity. 

 

On July 22, 2009, we submitted a Form 8-K explaining that we formed an affiliated company, Richwood Eco Ventures, Inc.

 

On July 9, 2009, we announced through a Form 8-K that the Pennsylvania Secretary of State accepted filings for two corporations it filed.  First, the Bankruptcy Claims Fund, Inc., which the company previously announced to hold bankruptcy debt such as the $8,000,000.00 in face-value claims related to the Lehman Brothers Holdings, Inc., bankruptcy, was created.  ACDU's intellectual property wholly owned subsidiary owns 90% of the Bankruptcy Claims Fund, Inc., while its lenders received the remaining stock in lieu of interest.       In addition, the company created Telecom Tools, Inc.  The company will own 45% of Telecom Tools, Inc.  The engineering firm that jointly created the tool will own 45% of the stock and the company's lenders will receive 10% of the stock in lieu of interest.  The corporation will hold a potential patent on a modification to a common tool and has been created for the purpose of filing and marketing the patent.  Once the patent application is filed, ACDU will release copies to the public and begin preliminary marketing.   

 

 

ACCREDITED BUSINESS CONSOLIDATORS CORP.

 

SIGNATURES

 

Pursuant to the requirements 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.

 

 

 

Accredited Business Consolidators Corp.

 

 

Date: May 26, 2011

/s/ Joanna Chmielewska

 

Joanna Chmielewska

 

President and Chief Financial Officer

 

 

 

 

EXHIBIT 31.1

 

CERTIFICATIONS

 

I, Joanna Chmielewska, certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q of Accredited Business Consolidators Corp.

 

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

 

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

 

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

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries;

 

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

 

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

 

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

 

5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

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

 

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

 

 

Date: May 26, 2011

 

/s/ Joanna Chmielewska

 

Joanna Chmielewska

 

President and Chief Financial Officer

 

 

 

 

 

EXHIBIT 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. § 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report on Form 10-Q of Accredited Business Consolidators Corp.(the “Company”) for the quarter ended September 30, 2009, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned President, and sole officer of the Company, certifies, to the best of her knowledge, information, and belief of the signatory, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:

 

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

 

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

 

 

/s/ Joanna Chmielewska

 

President and Chief Financial Officer

 

Date: May 26, 2011