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

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

                                    FORM 10-Q

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

                  For quarterly period ended December 31, 2011

                                       or

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

          For the transition period from _____________ to _____________

                        Commission File Number 333-169085


                             ADVANCED CELLULAR, INC.
             (Exact name of registrant as specified in its charter)

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

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

                                Tel: 888-284-3821
                             Fax: +1 (888) 353-8842
              (Registrant's telephone number, including area code)

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

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

Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). YES [X] NO [ ]

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

Large accelerated filer [ ]                        Accelerated filer [ ]

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

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

The issuer has 14,000,000  shares of common stock  outstanding as of January 31,
2012.

PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS 3 Balance Sheets as of December 31, 2011(Unaudited) and June 30, 2011 3 Statements of Operations for the Three and Six Months Ended December 31, 2011 and 2010 and for the period from May 4, 2010 (Inception) through December 31, 2011 (Unaudited) 4 Statement of Stockholders' Equity for the Three Months Ended December 31, 2011, and for the periods from May 4, 2010 (Inception) through December 31, 2011 (Unaudited) 5 Statements of Cash Flows for the Six Months Ended December 31, 2011 and 2010, and for the period from May 4, 2010 (Inception) through December 31, 2011 (Unaudited) 6 Notes to the Financial Statements (Unaudited) 7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 11 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK 12 ITEM 4. CONTROLS AND PROCEDURES 12 PART II OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS 13 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 13 ITEM 3. DEFAULTS IN SENIOR SECURITIES 13 ITEM 4. REMOVED AND RESERVED 13 ITEM 5. OTHER INFORMATION 13 ITEM 6. EXHIBITS 13 2
PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS ADVANCED CELLULAR, INC. (A Development Stage Company) BALANCE SHEETS December 31, June 30, 2011 2011 -------- -------- (Unaudited) (Audited) ASSETS Current Assets: Cash $ 13,361 $ 18,309 Inventory -- 6,783 -------- -------- Total current assets 13,361 25,092 -------- -------- Total assets $ 13,361 $ 25,092 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable $ 556 $ 8,513 Loan payable - stockholder 4,908 -- -------- -------- Total current liabilities 5,464 8,513 -------- -------- Total liabilities 5,464 8,513 -------- -------- Stockholders' Equity: Preferred Stock, 50,000,000 shares authorized, par value $0.0001, no shares issued and outstanding -- -- Common Stock, 100,000,000 shares authorized, par value $0.0001, 14,000,000 and 10,000,000 shares issued and outstanding, respectively 1,400 1,000 Additional paid in capital 49,850 19,000 Subscribed stock not issued -- 19,672 Deficit accumulated during the development stage (43,353) (23,093) -------- -------- Total stockholders' equity 7,897 16,579 -------- -------- Total liabilities and stockholders' equity $ 13,361 $ 25,092 ======== ======== The accompanying notes are an integral part of these financial statements. 3
ADVANCED CELLULAR, INC. (A Development Stage Company) STATEMENTS OF OPERATIONS (Unaudited) Cumulative Three Months Ended Six Months Ended May 4, 2010 December 31, December 31, (Inception) to ------------------------------ ------------------------------ December 31, 2011 2010 2011 2010 2011 ------------ ------------ ------------ ------------ ------------ Revenue $ -- $ -- $ -- $ -- $ -- Expenses: Organization costs -- -- -- -- 662 General and administrative 3,026 1,090 20,259 2,676 42,691 ------------ ------------ ------------ ------------ ------------ Total expenses 3,026 1,090 20,259 2,676 43,353 Loss before income taxes (3,026) (1,090) (20,259) (2,676) (43,353) Provision for Income Taxes -- -- -- -- -- ------------ ------------ ------------ ------------ ------------ Net Loss $ (3,026) $ (1,090) $ (20,259) $ (2,676) $ (43,353) ============ ============ ============ ============ ============ Basic and Diluted Loss per Common Share a a a a ============ ============ ============ ============ Weighted Average umber of Common Shares Outstanding 14,000,000 10,000,000 13,260,870 10,000,000 ============ ============ ============ ============ ---------- a = Less than ($0.01) per share The accompanying notes are an integral part of these financial statements. 4
ADVANCED CELLULAR, INC. (A Development Stage Company) STATEMENTS OF STOCKHOLDERS' EQUITY (unaudited) Deficit Accumulated Common Stock Additional Subscribed During the Total ---------------------- Paid in Stock Development Stockholders' Shares Amount Capital Not Issued Stage Equity ------ ------ ------- ---------- ----- ------ INCEPTION MAY 4, 2010 -- $ -- $ -- $ -- $ -- $ -- ---------- ---------- ---------- ---------- ---------- ---------- Common stock issued to directors for cash ($0.002 per share) 10,000,000 1,000 19,000 -- -- 20,000 Net loss for the period -- -- -- -- (662) (662) ---------- ---------- ---------- ---------- ---------- ---------- BALANCE JUNE 30, 2010 10,000,000 1,000 19,000 -- (662) 19,338 ---------- ---------- ---------- ---------- ---------- ---------- Net loss for the period -- -- -- -- (1,586) (1,586) ---------- ---------- ---------- ---------- ---------- ---------- BALANCE SEPTEMBER 30, 2010 10,000,000 1,000 19,000 -- (2,248) 17,752 ---------- ---------- ---------- ---------- ---------- ---------- Net loss for the period -- -- -- -- (1,090) (1,090) ---------- ---------- ---------- ---------- ---------- ---------- BALANCE DECEMBER 31, 2010 10,000,000 1,000 19,000 -- (3,338) 16,662 ---------- ---------- ---------- ---------- ---------- ---------- Net loss for the period -- -- -- -- (7,218) (7,218) ---------- ---------- ---------- ---------- ---------- ---------- BALANCE MARCH 31, 2011 10,000,000 1,000 19,000 -- (10,556) 9,444 ---------- ---------- ---------- ---------- ---------- ---------- Common stock subscribed for cash ($0.01 per share), net of issuance costs -- -- -- 19,672 -- 19,672 Net loss for the period -- -- -- -- (12,537) (12,537) ---------- ---------- ---------- ---------- ---------- ---------- BALANCE JUNE 30, 2011 10,000,000 1,000 19,000 19,672 (23,093) 16,579 ---------- ---------- ---------- ---------- ---------- ---------- Issuance of subscribed stock 2,000,000 200 19,472 (19,672) -- -- Common stock issued for cash ($0.01 per share), net of issuance costs 2,000,000 200 11,378 -- -- 11,578 Net loss for the period -- -- -- -- (17,234) (17,234) ---------- ---------- ---------- ---------- ---------- ---------- BALANCE SEPTEMBER 30, 2011 14,000,000 1,400 49,850 -- (40,327) 10,923 Net loss for the period -- -- -- -- (3,026) (3,026) ---------- ---------- ---------- ---------- ---------- ---------- BALANCE DECEMBER 31, 2011 14,000,000 $ 1,400 $ 49,850 $ -- $ (43,353) $ 7,897 ========== ========== ========== ========== ========== ========== The accompanying notes are an integral part of these financial statements. 5
ADVANCED CELLULAR, INC. (A Development Stage Company) STATEMENTS OF CASH FLOWS (Unaudited) For the Period From Six Months Ended May 4, 2010 December 31, (Inception) to --------------------------- December 31, 2011 2010 2011 -------- -------- -------- OPERATING ACTIVITIES Net loss $(20,259) $ (2,676) $(43,353) Adjustments To Reconcile Net Loss To Net Cash Used By Operating Activities Write-down of inventory 6,783 -- -- Increase (decrease) in accounts payable (7,958) 1,320 556 -------- -------- -------- Net cash used by operating activities (21,434) (1,356) (42,797) -------- -------- -------- INVESTING ACTIVITIES Net cash used by investing activities -- -- -- -------- -------- -------- FINANCING ACTIVITIES Net advances (repayment) of loans - director 4,908 (682) 4,908 Payment of deferred offering costs -- (8,370) -- Proceeds from issuance of common stock 11,578 -- 51,250 -------- -------- -------- Net cash provided by (used in) financing activities 16,486 (9,052) 56,158 -------- -------- -------- Net Increase (Decrease) in Cash (4,948) (10,408) 13,361 Cash, Beginning of Period 18,309 20,020 -- -------- -------- -------- Cash, End of Period $ 13,361 $ 9,612 $ 13,361 ======== ======== ======== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the period for: Interest $ -- $ -- $ -- ======== ======== ======== Income taxes $ -- $ -- $ -- ======== ======== ======== The accompanying notes are an integral part of these financial statements. 6
ADVANCED CELLULAR, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS December 31, 2011 NOTE 1. GENERAL ORGANIZATION AND BUSINESS The Company was incorporated under the laws of the state of Nevada on May 4, 2010. The Company has limited operations, is considered a development stage company and has not yet realized any revenues from its planned operations. Subsequent to our incorporation, we have been in the process of establishing ourselves as a company that will focus its operations on developing and commercializing a performance management system that will be used by cellular network operators. We have named our system AdvancedPM. NOTE 2. BASIS OF PRESENTATION The accompanying unaudited condensed interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission ("SEC") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. The financial information as of June 30, 2011 is derived from the audited financial statements presented in the Company's Form 10-K filed with SEC on September 9, 2011. The unaudited condensed interim financial statements should be read in conjunction with the Company's Form 10-K, which contains the audited financial statements and notes thereto. Certain information or footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. It is management's opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. The interim results for the period ended December 31, 2011 are not necessarily indicative of results for the full fiscal year. NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES DEVELOPMENT STAGE As a development stage enterprise, the Company discloses the deficit accumulated during the development stage and the cumulative statements of operations and cash flows from inception to the current balance sheet date. USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. EARNINGS PER SHARE The basic earnings (loss) per share is calculated by dividing our net income available to common shareholders by the weighted average number of common shares during the year. The diluted earnings (loss) per share is calculated by dividing 7
our net loss attributable to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. CASH AND CASH EQUIVALENTS The Company considers all highly liquid investments with maturity of three months or less when purchased to be cash equivalents. INVENTORIES Inventories are stated at the lower of cost or fair value, where cost is determined by using the first-in, first-out method. The Company provides an allowance for slow moving and obsolete inventory, whereby it reduces inventories for the diminution of value, resulting from product obsolescence, damage or other issues affecting marketability, equal to the difference between the cost of the inventory and its estimated market value. Factors utilized in the determination of estimated market value include (i) current sales data and historical return rates, (ii) estimates of future demand, (iii) competitive pricing pressures, (iv) new product introductions, (v) product expiration dates, and (vi) component and packaging obsolescence. During the three months ended September 30, 2011, the Company determined that it would not likely be able to generate revenue from the sale of its inventory. Accordingly, the Company has written-off its inventory and recognized a charge of $6,783, which is included in general and administrative expenses on the statement of operations. DEFERRED OFFERING COSTS Costs directly related to the issuance of common stock are capitalized when incurred and reclassed to equity at the time proceeds from the sale of common stock are received. FAIR VALUE OF FINANCIAL INSTRUMENTS The carrying value of the Company's financial instruments, consisting of accounts payable and loans from director approximate their fair value due to the short-term maturity of such instruments. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. INCOME TAXES A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. When required, the Company records a liability for unrecognized tax positions, defined as the aggregate tax effect of differences between positions taken on tax returns and the benefits recognized in the financial statements. Tax positions are measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. No tax benefits are recognized for positions that do not meet this threshold. The Company has no uncertain tax positions that require the Company to record a liability. The Company's tax years ended June 30, 2010 and 2011 remain subject to examination by Federal and state jurisdictions. The Company recognizes penalties and interest associated with tax matters as part of the income tax provision and includes accrued interest and penalties with the related tax liability in the balance sheet. No provision for income 8
taxes was required in any of the periods presented in the accompanying statements of operations because of net operating loss carryforwards generated by the Company. NOTE 4. INCOME TAXES The Company uses the liability method , where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. Since inception through December 31, 2011, the Company has incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward as of December 31, 2011 is $43,353 and will expire 20 years from the date the losses were incurred. NOTE 5. STOCKHOLDER'S EQUITY AUTHORIZED The Company is authorized to issue 100,000,000 shares of $0.0001 par value common stock and 50,000,000 shares of preferred stock, par value $0.0001. All common stock shares have equal voting rights, are non-assessable and have one vote per share. Voting rights are not cumulative and, therefore, the holders of more than 50% of the common stock could, if they choose to do so, elect all of the directors of the Company. ISSUED AND OUTSTANDING On May 4, 2010, the Company issued 10,000,000 shares of common stock to its director for cash consideration of $20,000. In August 2011, the Company issued 4,000,000 shares of common stock for net proceeds $31,250, of which $19,672 was received during June 2011 and presented as subscriptions received not issued on the June 30, 2011 balance sheet. NOTE 6. RELATED PARTY TRANSACTIONS During the three months ended December 31, 2011, the Company's sole officer and director advanced $4,908 to the Company for travel and administrative expenses. The sole officer and director of the Company is involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts. NOTE 7. GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has net losses for the period from inception (May 4, 2010) to December 31, 2011 of $43,353. This condition raises substantial doubt about the Company's ability to continue as a going concern. The Company's continuation as a going concern is dependent on its ability to meet its obligations, to obtain additional financing as may be required and ultimately to attain profitability. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management is planning to raise additional funds through debt or equity offerings. There is no guarantee that the Company will be successful in these efforts. 9
NOTE 8. CONCENTRATIONS OF RISKS The Company's operations are subject to significant risk and uncertainties including financial, operational, technological, and regulatory risks including the potential risk of business failure. See Note 7 regarding going concern matters. NOTE 9. PROPERTY The Company does not own or rent any property. We currently maintain our corporate office at 17- 5348 Vegas Dr., Las Vegas, NV 89108 USA. This location is a virtual office that we maintain with EastBiz.com, Inc. which provides us with a mailing address for communications. This service is provided by EastBiz.com for $99.00 per year, plus we maintain a reserve that Eastbiz.com will use for payment of postage. This reserve account will be supplemented as needed. We may terminate the lease arrangement upon 30-days' written notice to INC Management. Our executive officer, Mr. Nir Eliyahu does not work from this location, but operates from his respective residence in Israel at no charge to us. 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FORWARD LOOKING STATEMENTS This quarterly report on Form 10-Q contains certain forward-looking statements. Forward-looking statements may include our statements regarding our goals, beliefs, strategies, objectives, plans, including product and service developments, future financial conditions, results or projections or current expectations. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential" or "continue," the negative of such terms, or other comparable terminology. Such forward-looking statements appear in this Item 2 - "Management's Discussion and Analysis of Financial Condition and Results of Operations," and include statements regarding our expectations regarding our short - and long-term capital requirements and our business plan and estimated expenses for the coming 12 months. These statements are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause actual results to be materially different from those contemplated by the forward-looking statements. The business and operations of Advanced Cellular, Inc. are subject to substantial risks, which increase the uncertainty inherent in the forward-looking statements contained in this report. We undertake no obligation to release publicly the result of any revision to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Further information on potential factors that could affect our business is described under the heading "Risks Related To Our Company" in Part I, Item 1A, "Risk Factors" in our Form 10-K filed for the year ended June 30, 2011 with the SEC on September 9, 2011. Readers are also urged to carefully review and consider the various disclosures we have made in this report. OVERVIEW Advanced Cellular, Inc. ("Advanced", "us", "we" and "our") was incorporated on May 4, 2010 in the State of Nevada. We are a development stage company, and to date have not earned any revenue and currently do not have any significant assets. Our corporate offices are located at 5348 Vegas Drive, Las Vegas, Nevada 89108. Our telephone number is (888) 284-3821 and our fax number is (888) 353-8842. We do not have any subsidiaries. We have launched 2 websites, our corporate website at http://advancedcellularinc.com/ and an ecommerce complementary website for cellular network operators at http://advancedcellularinconline.com/. As of December 31, 2011, our company has $13,361 of cash and will need to raise additional capital within the next twelve months. The company has no full time employees and our current officer/director intends to devote approximately five hours per week to our business activities. RESULTS OF OPERATIONS - THREE MONTHS ENDED DECEMBER 31, 2011 AND 2010 During the three months ended December 31, 2011, we incurred operating expenses of $3,026. Our operating expenses for the three months ended December 31, 2011 included accounting fees of $2,800, $100 of consulting fees related to our SEC filings, stock transfer agent fees of $80, and and other general and administrative expenses of $46. During the three months ended December 31, 2010, we incurred operating expenses of $1,090, which included consulting fees of $1,070 and other general and administrative expenses of $20. RESULTS OF OPERATIONS - SIX MONTHS ENDED DECEMBER 31, 2011 AND 2010 During the six months ended December 31, 2011, we incurred operating expenses of $20,259. Our operating expenses for the six months ended December 31, 2011 included a write-down of inventory in the amount of $6,783, accounting fees of $6,800, travel expenses of $5,000, $1,090 of consulting fees related to our SEC filings, and other general and administrative expenses of $586. 11
During the six months ended December 31, 2010, we incurred operating expenses of $2,676, consisting of primarily of a management fee of $1,000 paid to our chief executive officer, $1,070 of research and consulting fees and $444 of professional fees related to filings with the SEC. LIQUIDITY AND CAPITAL RESOURCES To date, we have had negative cash flows from operations and we have been dependent on sales of our equity securities to meet our cash requirements. We expect this situation to continue for the foreseeable future. We anticipate that we will have negative cash flows from operations in the next twelve month period. As of December 31, 2011, we had cash of $13,361 representing a net decrease in cash of $2,946 since September 30, 2011. During the three months ended December 31, 2011, we used $2,946 of cash in operations for the operating expenses described above, in addition to an $80 increase in accounts payable. Because we have not generated any revenue from our business, we will need to raise additional funds for the future development of our business and to respond to unanticipated requirements or expenses. There can be no assurance that additional financing will be available to us, or on terms that are acceptable. Consequently, we may not be able to proceed with our intended business plans or complete the development and commercialization of our product. If we fail to generate sufficient net revenues, we will need to raise additional capital to continue our operations thereafter. We cannot guarantee that additional funding will be available on favorable terms, if at all. Any shortfall will affect our ability to expand or even continue our operations. We cannot guarantee that additional funding will be available on favorable terms, if at all. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable. ITEM 4. CONTROLS AND PROCEDURES EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES As required by Rule 13a-15/15d-15 under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), as of December 31, 2011, we have carried out an evaluation of the effectiveness of the design and operation of our Company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our Company's management, our President (Principal Executive Officer) and Treasurer (Principal Accounting Officer). Based upon the results of that evaluation, our management has concluded that, as of December 31, 2011, our Company's disclosure controls and procedures were effective and provide reasonable assurance that material information related to our Company required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to management to allow timely decisions on required disclosure. CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING There were no changes in our internal control over financial reporting identified in connection with the evaluation described above during the quarter ended December 31, 2011 that has materially affected or is reasonably likely to materially affect our internal controls over financial reporting. 12
PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. REMOVED AND RESERVED ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS (a) Pursuant to Rule 601 of Regulation SK, the following exhibits are included herein or incorporated by reference. Exhibit Number Description ------ ----------- 31.1 Certification of CEO Pursuant to 18 U.S.C. ss. 1350, Section 302 31.2 Certification of CFO Pursuant to 18 U.S.C. ss. 1350, Section 302 32.1 Certification Pursuant to 18 U.S.C. ss.1350, Section 906 32.2 Certification Pursuant to 18 U.S.C. ss. 1350, Section 906 101 Interactive Data Files pursuant to Rule 405 of Regulation S-T. 13
SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Advanced Cellular, Inc. By: /s/ Nir Eliyahu ----------------------------------- Nir Eliyahu President, Chief Executive Officer, Chief Financial Officer, Director (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer) February 9, 2012 Pursuant to the requirements 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. By: /s/ Nir Eliyahu ----------------------------------- Nir Eliyahu President, Chief Executive Officer, Chief Financial Officer, Director (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer) February 9, 2012 1