Attached files
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| 8-K - ACCELERA INNOVATIONS, INC. | aaiv8k_8232011.htm |
| EX-10.1 - ACCELERA INNOVATIONS, INC. | aaiv8k_ex1018232011.htm |
Exhibit 99.1
Report of Independent Registered Public Accounting Firm
Board of Directors and Stockholders
We have audited the accompanying balance sheets of Accelerated Acquisitions IV, Inc. (a development stage company) as of December 31, 2009 and December 31, 2008 and the related statements of operations, stockholder's deficiency and cash flows for the year ended December 31, 2009, the period from inception (April 29, 2008) to December 31, 2008 and the period from inception (April 29, 2008) to December 31, 2009. 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 (a development stage company) as of December 31, 2009 and December 31, 2008 and the results of its operations and its cash flows for the year ended December 31, 2009, the period from inception (April 29, 2008) to December 31, 2008 and the period from inception (April 29, 2008) to December 31, 2009 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 incurred a loss since inception, has a net accumulated deficit and may be unable to raise further equity.These factors raise 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, PA
Paritz & Co, PA
Hackensack, New Jersey
March 30, 2010
Exhibit 99.1 -- Page 1
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Peter Messineo
Certified Public Accountant
1982 Otter Way Palm Harbor FL 34685
peter@pm-cpa.com
T 727.421.6268 F 727.674.0511
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Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders:
Accelerated Acquisitions IV, Inc.
I have audited the balance sheets of Accelerated Acquisitions IV, Inc. (a development stage company) as of December 31, 2010 and the related statement of operations, changes in stockholder’s equity, and cash flows for the period April 29, 2008 (date of inception) through December 31, 2010. These financial statements were the responsibility of the Company’s management. My responsibility was to express an opinion on these financial statements based on my audits.
I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audits to obtain reasonable assurance about whether the financial statements were free of material misstatement. The Company was not required to have, nor was I engaged to perform, an audit of its internal control over financial reporting. My audit included consideration of internal control over financial reporting as a basis for designing audit procedures that were 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, I express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provide a reasonable basis for my opinion.
In my opinion, the financial statements, referred to above, present fairly, in all material respects, the financial position of Accelerated Acquisitions IV, Inc. (a development stage company) as of December 31, 2010, and the results of its operations and its cash flows for the period April 29, 2008 (date of inception) through December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has no revenues from operation, has not emerged from the development stage, and is requiring traditional financing or equity funding to commence its operating plan. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Further information and management’s plans in regard to this uncertainty were also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Peter Messineo, CPA
Peter Messineo, CPA
Palm Harbor, Florida
March 29, 2011
Exhibit 99.1 -- Page 2
ACCELERATED ACQUISITIONS IV, INC.
A Development Stage Company
BALANCE SHEETS
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December 31,
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December 31,
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2010
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2009
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ASSETS
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(audited)
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(audited)
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CURRENT ASSETS:
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Cash
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$ | 116 | $ | 120 | ||||
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TOTAL ASSETS
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$ | 116 | $ | 120 | ||||
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LIABILITIES AND STOCKHOLDER’S EQUITY
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CURRENT LIABILITIES
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Accrued expenses
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$ | 5,000 | $ | 4,442 | ||||
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Shareholder advances
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8,755 | 1,726 | ||||||
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TOTAL LIABILITIES
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13,755 | 6,168 | ||||||
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STOCKHOLDER’S EQUITY:
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Preferred stock, $.0001 par value; 10,000,000 shares authorized; none issued and outstanding
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- | - | ||||||
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Common stock, $.0001 par value; 100,000,000 shares authorized; 5,000,000 shares issued and outstanding at December 31, 2010 and December 31, 2009, respectively
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500 | 500 | ||||||
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Additional paid-in capital
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3,500 | 3,500 | ||||||
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Deficit accumulated during the development stage
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(17,639 | ) | (10,048 | ) | ||||
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TOTAL STOCKHOLDER’S EQUITY (DEFICIT)
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(13,639 | ) | (6,048 | ) | ||||
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TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIT)
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$ | 116 | $ | 120 | ||||
See accompanying notes to financial statements
Exhibit 99.1 -- Page 3
ACCELERATED ACQUISITIONS IV, INC.
(A Development Stage Company)
Statements of Operations (Unaudited)
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Fiscal Year Ended
December 31, |
Fiscal Year Ended
December 31, |
April 28, 2008
(Inception) |
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Revenues
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$ | - | $ | - | $ | - | ||||||
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Operating Expenses
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General and administrative
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7,591 | 6,792 | 17,639 | |||||||||
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Net Operating Expenses
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7,591 | 6,792 | 17,639 | |||||||||
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Net Loss
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$ | (7,591 | ) | $ | (6,792 | ) | $ | (17,639 | ) | |||
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Basic earnings (loss) per share—Basic and Diluted
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$ | (0.00 | ) | $ | (0.00 | ) | ||||||
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Weighted average number of common shares outstanding
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5,000,000 | 5,000,000 | ||||||||||
See accompanying notes to financial statements.
Exhibit 99.1 -- Page 4
ACCELERATED ACQUISITIONS IV, INC.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDER’S DEFICIENCY
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Accumulated
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Preferred Stock
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Common Stock
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Additional
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(Deficit)
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Shares
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Amount
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Shares
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Amount
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Stockholder’s
Equity |
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BALANCE AT INCEPTION (APRIL 29, 2008)
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$ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||||
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Issuance of common stock
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- | - | 5,000,000 | 500 | 3,500 | - | 4,000 | |||||||||||||||||||||
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Net (loss)
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- | - | - | - | - | (3,256 | ) | (3,256 | ) | |||||||||||||||||||
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BALANCE AT DECEMBER 31, 2008
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$ | - | $ | - | 5,000,000 | $ | 500 | $ | 3,500 | $ | (3,256 | ) | $ | 744 | ||||||||||||||
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Net (loss)
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$ | - | - | - | - | - | (6,792 | ) | (6,792 | ) | ||||||||||||||||||
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BALANCE AT DECEMBER 31, 2008
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$ | - | $ | - | 5,000,000 | $ | 500 | $ | 3,500 | $ | (10,048 | ) | $ | (6,048 | ) | |||||||||||||
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Net (loss)
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- | - | - | - | - | (7,591 | ) | (7,591 | ) | |||||||||||||||||||
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BALANCE AT DECEMBER 31, 2010
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- | - | 5,000,000 | $ | 500 | $ | 3,500 | $ | (17,639 | ) | $ | (13,639 | ) | |||||||||||||||
See accompanying notes to financial statements
Exhibit 99.1 -- Page 5
ACCELERATED ACQUISITIONS IV, INC.
A Development Stage Company
STATEMENTS OF CASH FLOWS
(unaudited)
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For the Fiscal Year ended December 31, 2010
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For the Fiscal year ended December 31, 2009
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For the
Cumulative |
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CASH FLOWS FROM OPERATING ACTIVITIES:
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Net (loss)
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$ | (7,591 | ) | $ | (6,792 | ) | $ | (17,639 | ) | |||
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Increase (decrease) in accounts payable
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558 | 3,186 | 5,000 | |||||||||
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Net cash used by operating activities
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(7,033 | ) | (3,606 | ) | (12,639 | ) | ||||||
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CASH FLOWS FROM FINANCING ACTIVITIES:
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Proceeds from the issuance of common stock
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- | - | 4,000 | |||||||||
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Shareholder Advances
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7,029 | 1,726 | 8,755 | |||||||||
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Net cash provided by financing activities
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7,029 | 1,726 | 12,755 | |||||||||
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NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
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(4 | ) | (1,880 | ) | 116 | |||||||
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Cash and cash equivalents at beginning of period
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120 | 2,000 | - | |||||||||
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CASH AND CASH EQUIVALENTS AT END OF PERIOD
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$ | 116 | $ | 120 | $ | 116 | ||||||
See accompanying notes to financial statements
Exhibit 99.1 -- Page 6
ACCELERATED ACQUISITIONS IV, INC.
A Development Stage Company
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2010
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NOTE 1
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-
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ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
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(a)
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Organization and Business:
Accelerated Acquisitions IV, Inc. (“the Company”) was incorporated in the state of Delaware on April 29, 2008 for the purpose of raising capital that is intended to be used in connection with its business plan which may include a possible merger, acquisition or other business combination with an operating business.
The Company is currently in the development stage. All activities of the Company to date relate to its organization, initial funding, share issuances and regulatory compliance.
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(b)
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Basis of Presentation:
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
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(c)
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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 not emerged from the development stage, has not earned revenues, has recurring losses resulting in a significant accumulated deficit, has negative cash flows from operations, and has negative working capital 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 conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might arise as a result of this uncertainty.
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Exhibit 99.1 -- Page 7
ACCELERATED ACQUISITIONS IV, INC.
A Development Stage Company
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2010
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NOTE 1
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-
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ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):
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(d)
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Development Stage:
The Company has been in the development stage since its formation on April 29, 2008. It has primarily engaged in raising capital to carry out its business plan, as described above. The Company expects to continue to incur significant operating losses and to generate negative cash flow from operating activities while it develops its operating plan. The Company's ability to eliminate operating losses and to generate positive cash flows in the future will depend upon a variety of factors, many of which it is unable to control. If the Company is unable to implement its business plan successfully, it may not be able to eliminate operating losses, generate positive cash flow, or achieve or sustain profitability, which would materially adversely affect its business, operations, and financial results, as well as its ability to make payments on any obligations it may incur.
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(e)
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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. The Company had no cash equivalents at December 31, 2010.
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(f)
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Income Taxes:
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. An allowance against deferred tax assets is recognized, when it is more likely than not, that such tax benefits will not be realized.
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(g)
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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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(h)
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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.
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NOTE 2
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-
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CAPITAL STOCK:
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The total number of shares of capital stock which the Company has authority to issue is one hundred ten million (110,000,000). These shares are divided into two classes with 100,000,000 shares designated as common stock at $.0001 par value (the “Common Stock”) and 10,000,000 shares designated as preferred stock at $.0001 par value (the “Preferred Stock”). The Preferred stock of the Company shall 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.
Exhibit 99.1 -- Page 8
ACCELERATED ACQUISITIONS IV, INC.
A Development Stage Company
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2010
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NOTE 2
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-
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CAPITAL STOCK (Continued):
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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 April 29, 2008, the Company issued 5,000,000 shares of Common stock at a purchase price of $.0008 per share, for an aggregate purchase price of $4,000.00.
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NOTE 3
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-
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RECENT ACCOUNTING PRONOUNCEMENTS:
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Recently issued accounting pronouncements
In June 2009, the FASB issued new accounting guidance that established the FASB Accounting Standards Codification (“Codification”), as the single source of authoritative GAAP to be applied by nongovernmental entities, except for the rules and interpretive releases of the SEC under authority of federal securities laws, which are sources of authoritative GAAP for SEC registrants. The FASB will no longer issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts; instead the FASB will issue Accounting Standards Updates. Accounting Standards Updates will not be authoritative in their own right as they will only serve to update the Codification. These changes and the Codification itself do not change GAAP. This new guidance became effective for interim and annual periods ending after September 15, 2009. Other than the manner in which new accounting guidance is referenced, the Codification did not have an effect on the Company’s consolidated financial statements.
In January 2010, the FASB issued ASU No. 2010-06 regarding fair value measurements and disclosures and improvement in the disclosure about fair value measurements. This ASU requires additional disclosures regarding significant transfers in and out of Levels 1 and 2 of fair value measurements, including a description of the reasons for the transfers. Further, this ASU requires additional disclosures for the activity in Level 3 fair value measurements, requiring presentation of information about purchases, sales, issuances, and settlements in the reconciliation for fair value measurements. This ASU is effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. We are currently evaluating the impact of this ASU; however, we do not expect the adoption of this ASU to have a material impact on our financial statements.
In February 2010, the FASB issued ASU No. 2010-09 regarding subsequent events and amendments to certain recognition and disclosure requirements. Under this ASU, a public company that is a SEC filer, as defined, is not required to disclose the date through which subsequent events have been evaluated. This ASU is effective upon the issuance of this ASU. The adoption of this ASU did not have a material impact on our financial statements.
Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company. Management has reviewed the aforementioned rules and releases and believes any effect will not have a material impact on the Company's present or future financial statements.
Exhibit 99.1 -- Page 9