UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

 

FORM 10-Q/A

( Amendment number one )

 

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

 

For the quarterly period ended June 30, 2012.

 

 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: 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	+1-267-864-7737
DOYLESTOWN, PA 18901	+1-267-371-5168 Facsimile
(Address of principal executive offices, including zip code)	(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  ☑  No  ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (s. 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 ☑ No ☐.

 

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	☑

 

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

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 436,399, 566 common shares as of July 31, 2012.

 

Note: The aggregate market value of the common stock held by all persons using the price of $.0018, which is the price at the close on June 29, 2012, is $785,519. As of June 30, 2012, there were 436,399,566 common shares outstanding with a par value of .0001. There are 500,000,000 preferred shares outstanding belonging to My Pleasure Ltd., a United Kingdom company, which share the same voting rights as the common stock except that their voting power will never be less than 51%.  Therefore, the common stock represents slightly less than half of the Company's control. 

 

 

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.

TABLE OF CONTENTS
PART I- FINANCIAL INFORMATION
ITEM 1. Financial Statements
BALANCE SHEET At June 30, 2012			2
STATEMENT OF OPERATIONS June 30, 2012			3
CASH FLOW STATEMENT June 30, 2012			4
STATEMENT OF STOCKHOLDERS' EQUITY Balance as June 30, 2012			5
NOTES TO FINANCIAL STATEMENTS			6
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			10
ITEM 3. Quantitive and Qualitive Disclosures About Market Risk			16
ITEM 4. Controls and Procedures			17
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings			17
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds			17
ITEM 3. Defaults Upon Senior Securities			18
ITEM 4. Mine Safety Disclosures			18
ITEM 5. Other Information			18
ITEM 6. Exhibits and Reports on Form 8-K			19
Exhibits
Exhibits 31.1			20
Exhibits 32.1			21

ITEM 1: Financial Statements

ACCREDITED BUSINESS CONSOLIDATORS CORP.
BALANCE SHEET
At June 30, 2012
Expressed in Dollars
ASSETS
Current assets :
Cash and Bank Account		$	14,078.09
Banks			14,078.09
Investments (stocks)		$	102,287.79
Industrial Supply Co LLC			2,500.00
Hiland Terrace Corp			4,200.00
3-101-53218 S.A.			2,000.00
Southeast Banking Corp			7,763.40
Soluciones Faciles S.A			5,000.00
Accredited Business Consolidators Corp.			5,560.77
IAHL- IAHL Corporation			28,507.72
JMON- James Monroe Capital Corp.			200.00
Diversified Land Management Group, Inc.			225.00
AVRO- Averion Interational Corp			1,601.00
Rodman & Renshaw Gap. Gp, Inc.			22,325.00
Hotels and stuff, Inc.			2,000.00
DRWN - A CLEAN SLATE INC			12,028.44
BCND - Beacon Redevelopment Industrial Corp			8,376.46
Loans Receivable		$	49,336.31
Industrial Supply Co LLC			2,737.59
Richwood Eco Ventures Inc.			35,612.50
Telecom Tools Inc.			2,112.00
Accredited Suppliers Corp.			2,713.95
Domain Management Inc.			2,185.41
Identifier Inc.			325.11
Italian Oven Financial Inc			137.50
Italian Oven Travel & Entertainment Corp.			137.50
Italian Oven International			137.50
Italian Oven Intellectual Property Corp.			137.50
Italian Oven Technologies Inc.			137.50
Accredited Hospitality Group, Inc.			137.50
Accredited Consolidator Europe PLC			1,784.75
Calichi Sino			1,040.00
TOTAL ASSETS:			165,702.19
LIABILITIES
Current liabilities:
Loans from shareholders		$	191,676.00
My Pleasure Ltd.			191,676.00
Interest on loans from shareholders		$	55,037.80
My Pleasure Ltd.			55,037.80
Loans:
Loan payable		$	8,000.00
Drub Howlety, Inc			8,000.00
TOTAL LIABILITIES:			254,713.80
CAPITAL
Stockholders' equity
Accumulated Deficit		$	(239,011.61)
Preferred stock, $.0001 par value, 500,000,000 shares authorized		$	50,000.00
shares issued or outstanding
Common Stock, $0.0001 par value, 450,000,000 shares authorized, 436,399,566 shares issued and outstanding
Adjustments to Shareholder's equity(deficit caused by par value previously shares issued)
Additional paid-in capital		$	100,000.00
TOTAL CAPITAL:			(89,011.61)
LIABILITIES AND STOCKHOLDER EQUITY			165,702.19

 The accompanying notes are an integral part of the financial statements.

 

 

 

ACCREDITED BUSINESS CONSOLIDATORS CORP.
STATEMENT OF OPERATIONS
June 30, 2012
Expressed in Dollars
		Quarter Ended
		June 30, 2012
REVENUE		$	32,392.04
Commissions			49.83
Dividends			0.20
Income from sale of investments			32,342.01
TOTAL INCOME		$	32,392.04
COST OF GOODS REVENUE		$	10,372.00
Cost of Investment in Stocks sold			10,372.00
EXPENSES
General and administrative			1,887.28
Office rent			309.18
Business and administrative expense			198.00
Telephone expenses			500.00
Internet services			482.15
Bank fees			119.85
Travel service databases			278.10
Profit (or loss) before income taxes			20,132.76
Provision for income taxes			0
Profit (or loss)		$	20,132.76

 

 

 The accompanying notes are an integral part of the financial statements.

 

 

ACCREDITED BUSINESS CONSOLIDATORS CORP.
CASH FLOW STATEMENT
June 30, 2012
Expressed in Dollars
			Quarter Ended June 30,
			2012
Cash flows from operating activities:
Net Profit		$	20,132.76
Adjustments to reconcile net loss to net cash used
Note payable issued in exchange for services			—
Net loans on subsidiary
Interest payable
Accounts payable			—
Net cash used in operating activities			20,132.76
Cash flows from investing activities:
Stock acquired for investment			(10,032.90	)
Cash flows from financing activities:			10,032.90
Long terms loans
Issuance of preferred stock for cash			—
Brokerage net investments
Advances from stockholders			0
Net cash provided by financing activities			—
Net change in cash			10,099.86
Cash at the beginning of period			3,978.23
Cash at the end of period		$	14,078.09

 

 

 The accompanying notes are an integral part of the financial statements.

 

 

 

 

 

ACCREDITED BUSINESS CONSOLIDATORS CORP.
STATEMENT OF STOCKHOLDERS' EQUITY
Detail	Capital on Shares	Capital Stock	Paid-In Capital	Retained Earning	Accumulated Deficit	Total
Balance as June 30, 2012			150,000.00		$(259,144.37)	$(109,144.37)
Preferred Shares 500,000,000 authorized at $0.0001	500,000,000	0.0001	$50,000.00
Common Shares 450,000,000 authorized at $0.0001	436,399,566	0.0001	$43,640.00
Comprehensive Income:
Net Income Quarter ended June 2012						20,132.76
Less par value of treasury shares
Additional Paid-in Capital			$100,000.00
Adjustments to Shareholders' equity			$(43,640.00)
Balance as June 30, 2012	-		150,000.00		$(259,144.37)	$(89,011.61)

 

 

 

 

 

ACCREDITED BUSINESS CONSOLIDATORS CORP.
ACCOMPANYING NOTES
At June 30, 2012
Note 1: Summary of accounting policies
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 minimal operations, a small amount of assets, and incurred only minimal profits.
Organization and business
Accredited Business Consolidators Corp. (the "Company" or "accredited") was organized in 1990 under the name Fornello USA, Inc. Accredited 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 the United States Bankruptcy Code, presented a plan with the Bankruptcy Court, which stripped it of most assets, including intellectual property.  The plan provided no payment to shareholders, but it 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 July 17, 1998, the Company emerged from bankruptcy.
After the company emerged from bankruptcy, and until December 31, 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 his name.
In late 2008, My Pleasure Ltd. bought the controlling interest of the Company with the intent to locate business opportunities.  Since then, the Company has been investing in small start-up enterprises and loaning them money to begin their operations.
Basis of presentation and the ongoing uncertainty
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 minimal assets and insufficient working capital. 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.

 

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
Since late 2008 when the majority ownership of the Company was acquired by My Pleasure Limited of the United Kingdom, the majority of Accredited’s funding came from My Pleasure Ltd.  This funding is considered a related party transaction.  Similarly, with respect to the loans made by Accredited during 2010, the funds were made to affiliated of the Company and are considered related party transactions.  These transaction create additional risk as the loans made and received may not meet normal business standards and due diligence.
Note 3: Commitments and contingencies
As of June 30, 2012, the Company is not subject to contingencies or commitments or obligations under lease commitments.
Note 4: Going concern
As of June 30, 2012, the Company had insufficient 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. In addition, the company’s business model is untested and untried.  The Company invests in high risk start-up enterprises.  The Company will rely on receiving additional funding from My Pleasure and other enterprises in order to continue making investments and loans.  This situation makes Accredited a company that is suitable for investment only by for professional investors that understand the inherent risks of  a company that invests in start–up enterprises. Additionally, the Company trades in the Over-the-Counter market, a volatile market for professional investors who understand the risks inherent in trading stocks that lack liquidity.
Note 5:
The Company's cash and bank accounts derives from the following accounts:
Bank of America 8569			1,259.72
Bank of America 8572			380.61
OptionsXpress Brokerage Account			12,437.76
			$  14,078.09

 

Note 6:
Temporary Investments(Stocks)		Description		Amount
Industrial Supply Co LLC		25% Interest in the company	$	2,500.00
Hiland Terrace Corp		43, 639,950 Common share	$	4,200.00
		1, 000,000 Preferred Share
3-101-53218 S.A		25% outstanding stock	$	2,000.00
Southeast Banking Corp		77634 Commom Stocks	$	7,763.40
Soluciones Faciles S.A		25% Ownership	$	5,000.00
ACDU - Accredited Business Consolidators		888, 681 common shares	$	5,560.77
AVRO- Averion Interational Corp		395.78 preferred Shares	$	1,601.00
MKTS -- Direct Markets Holdings Corp.		4,150 Common shares	$	22,325.00
IAHL- IAHL Corporation.		126,012 Common Shares	$	28,507.72
JMON - James Monroe Capital.		1, 000,000 Common Share	$	200.00
Diversified Land Management Inc.		4,363,996 Common Shares	$	225.00
Hotels and Stuff, Inc.		20,000 Shares/0.10 per share	$	2,000.00
DRWN - A Clean Slate Inc		15, 300,672 Common Share	$	12,028.44
BCND - Beacon Redevelopment Industrial Corp		2,985, 199 Common Share	$	8,376.46
Total	$			102,287.79
Note 7:
On May 27, 2012, the company bought 15,300,672 common shares of DRWN - A Clean Slate Inc. and also acquired 2,985,199 common shares of BCND Beacon Redevelopment Industrial Corp.

 

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, 2009, 2010 & 2011
Note 9:  Capital
In 2008, The Company issued 5,000,000 shares to My Pleasure Ltd. For 0.03 per share. This result in the new share being listed with the previously issued and outstanding common stock.
The additional paid in capital of 100,000 is based on the remaining 0.02 per share.
The adjustment to the shareholder's equity of 43,640 is made to correct the deficit caused by the par value of the share issued prior to 2008.
On September 29, 2009, the Company cancelled the 1,892,100 share in the treasury
On May 10, 2010, the Company deleted 34 shares that were listed as previously having been issued. This was because the transfer agent rounded fractionally shares to the nearest whole share. One shareholder maintained 66/100th of a share that the transfer agent listed as a whole share. After the 100 for 1 forward split that occurred in 2009, the .66 share became 66 shares. The transfer agent requested permission to correct the record in this regard and the company granted permission.

 ITEM 2. 

 

Management'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 through the present, the Company primarily operated as a holding company owning a majority stake in the Company's subsidiaries.

For the upcoming quarters of 2012, the Company will focus primarily on its Accredited Transcription Corp., SadBro, Telecom Tools, Identifier Inc., and RSS Marketing programs along with some projects that have not yet been announced because of uncertainties in forming a material agreement.

 

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 related companies as discussed below.  While ACDU will own part, and in some cases most or all, of the entities below, the Company has not directed a stock transfer agent of these entities to issue shares to it.  Once the shares are activated, formal documentation will be filed and the shares will appear, unless they already appear, on the Company’s balance sheets.

 

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 remains dormant and its business plan has not advanced.

 

2. Accredited Business Development Corp. ("ABDC"). ABDC was formed in March 2010 as a Pennsylvania corporation. ABDC will purchase minority stakes in international companies that are deemed worthy and which may be positioned for growth. The Company is in the process of finalizing the necessary documents to raise capital as a Business Development Corp. under section 55 of the Investment Company Act of 1940. It is expected that ACDU will maintain control of ABDC even after the capital raise. Presently, however, ABDC is not conducting business and its success will be dependent on formulating its filings and locating investment-worthy international enterprises.

 

3. Accredited Consolidators Europe PLC ("ACE"). ACE was formed in the United Kingdom in November 2009 as a public limited company. ACE will be a holding corporation similar to ABDC, discussed above. However, it will focus primarily on projects in Eastern Europe. While it will operate similar to a BDC, the Company may or may not choose not to register with the Securities and Exchange Commission and, instead, might only accept foreign investment capital. On December 31, 2011, the Company entered into a resolution directing that it would file documentation with the Pennsylvania Secretary of State to domesticate itself there during the second quarter of 2012. The Company did not domesticate ACE as of June 30, 2012. The Company will be filing the domestication documents on August 15, 2012.

 

4. Accredited Hospitality Group Inc. ("AHG"). AHG is a Pennsylvania corporation formed in November 2009. AHG was formed to develop investments in the hospitality industry. Presently, AHG's sole contract is to provide management services with Hiland Terrace Corp., a small hotel in North Huntingdon, Pennsylvania. The contract does not presently provide revenue to AHG due to Hiland Terrace's financial position. It is noted that the Hiland Terrace was sold to Hotels & Stuff, Inc., a Colorado corporation, in December 2011. Hotels & Stuff will continue its relationship with ACDU. Hotels & Stuff Inc. was set to take control of the management of the Hiland Terrace effective June 1. Hotels & Stuff delayed taking over operations of the Hiland Terrace Hotel due to the death of an officer of Hiland Terrace Corp. which complicated the transition. The Company expects that the full transition will occur on August 15, 2012, when the revenue from the hotel will be transmitted to Hotels & Stuff Inc.

 

5. 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. While the Company previously reported that IOIP is not expected to be divested from the parent company and it will most likely never file a registration statement to raise capital, certain business opportunities were presented to IOIP. These opportunities included partial purchase of a patent for certain technologies that are being infringed upon. If the business venture is implemented, IOIP could expand beyond its role of retaining the intellectual property of ACDU.

 

6. 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 to raise capital to obtain the money to prepare the websites and booking engines necessary to be successful. IOTE was dormant during the first half of 2012.

 

7. Italian Oven Technologies Inc. ("IOTI"). IOTI is a Pennsylvania corporation formed in February2009 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. This project did not move forward during the relevant times. However, plans were developed for the third quarter of 2012 that including purchasing name-brand telephonic equipment earmarked for India and importing it to Central America. Specifically, the Company is looking at certain dual SIM models of LG telephones and new tri-SIM telephones.

 

8. 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. During 2011, negotiations did not continue for the binary options program. However, IOF is planning to explore the opportunity with another financial services company that may wish to enter a similar program during 2012.

 

9. Richwood Eco Ventures, Inc. ("REVI"). REVI is a Pennsylvania corporation formed in 2009. REVI operated a venture whereby it had Richwood Corporacion 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. During 2012, the legal challenges remained pending. In early 2012, REVI’s affiliates obtained a court order to retrieve their property. However, the opposing party obtained a temporary stay of the Order. Since the temporary stay, affiliates of REVI presented evidence to the Court showing that the documents submitted by the opposing party could not have been created on the date that they were signed. Specifically, official documents in Nicaragua contain a numbering system that makes it difficult for a party to forge documents because the newer paper would not have existed during the time of the original transactions.

 

10. 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’s patent application remained pending during 2011. The Company expects a response from the USPTO during 2012. As of June 30, 2012, the Company did not receive any information from the USPTO. The Company intends to complete a website during the third quarter of 2012 providing information about its product and allowing third-parties to license the technology.

 

 

11. Industrial Supply Company LLC ("ISC"). ISC is a Florida Limited Liability Company formed in April 2008. ACDU presently 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.   Unfortunately, during 2011, our relationship with ISC remained flat. The executives at ISC failed to pursue their plans and it is unlikely that they will come into fruition. We continue to possess our ownership, and we have not yet written off the value of our investment, but we do not expect the business to advance in a beneficial way to ACDU. Furthermore, ACDU will not attempt to enforce any rights against ISC or to force changes in the business model.

 

12. 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.

 

13. Accredited Suppliers Corp. ("ASC"). ASC was formed in November 2009 as an entity that would import auto parts and other supplies to Central America. ASC has been in operation for nearly two years and is achieving a fair profit; however, the initial investment into ASC was low so the profits were similarly not substantial. Therefore, ASC needs to replicate its business model with additional capital. ASC requires additional capital to implement its business model and buy additional vehicles and hire staff to deliver parts to enterprises in rural areas in Nicaragua, Honduras, and Guatemala. Parts carry a premium in remote areas because most business owners have to travel to the city to buy items for sale in their stores. Having a delivery service to the areas makes Accredited a primary supplier for the rural business.

 

14.  3-101-532180, S.A., of Costa Rica. 3-101-532180 S.A. operates a mall-based clothing store in Costa Rica. ACDU owns 25% of 3-101-532180 S.A.  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 ACDU will own 25% of the Spanish entity that will be formed for this operation or will participate in a joint venture agreement whereby it controls a 25% interest therein. During 2011, 3-101-532180 did indeed expand to Spain with a slight direction to the program. The new venture focuses on new age materials. During 2012, a Pennsylvania entity will be formed to purchase certain loans made to the new enterprise. It is expected that ACDU will own between 9 and 24% of the new entity. The new entity was not formed during the second quarter of 2012, but will be during the third quarter.

 

15.  Hiland Terrace Corp.  The Company owns less than 10% of the Hiland Terrace Corp., a corporation that owned a small motel and office center in Pennsylvania.  Hiland Terrace Corp. sold the hotel in December 2011 to Hotels & Stuff, Inc. a Colorado corporation. ACDU will receive shares in Hotels & Stuff Inc. to compensate it for its percentage of ownership in Hiland Terrace Corp. ACDU received certain Hotels & Stuff shares during the first quarter of 2012.

 

 

16.  Identifier Inc. ("II"). II was formed in 2010 to earn advertising revenue from websites. The websites focus on the release of data in a publicly alterable wiki format. II requires additional capital to implement its business model. During the Second Quarter of 2012, Identifier Inc. did not have substantial operations to report. However, during the second quarter of 2012, Identifier Inc. hired a full time programmer in India to establish their internet sites so that the business model will move forward. The Company will begin its website development during the third quarter of 2012.

 

17.  Accredited RAC Company ("ARAC"). ARAC is a Pennsylvania corporation formed in July 2010. ARAC's business plan is to offer car rentals in Central America. ARAC, while it maintains financing in place to purchase vehicles for rent in Nicaragua, has chosen to continue its evaluation of the market before beginning operations. Specifically, prior to moving forward with the vehicle purchase, the Company needs to be assured that it will be able to make payments during the initial stages of operations. The Company did not move forward with the ARAC program during 2012 and, due to its investigation of insurance programs available in Nicaragua, has decided to restructure the enterprise’s business plans prior to proceeding.

 

18.  Calichi Sino, Inc. ("CSI"). CSI is a Florida corporation formed in February 2010. ACDU will own between 10 and 20 percent of CSI depending on the final agreement between the partners. CSI will market environmentally friendly concrete products. CSI will be a prospective alliance of partners including ACDU, companies affiliated with Zeobond of Australia, and entities affiliated with Harricrete Ltd. of Trinidad. In the simplest of terms, the alliance will purchase or produce Zeobond's patented products and distribute them in areas that Zeobond does not presently have a market for them. Harricrete, which presently engages in international distribution of construction materials, will provide its logistical experience and distribution channels. During 2011 this project did not move forward through no fault of Zeobond or ACDU officials. Rather, United States-based intermediaries appeared to be occupied with other projects and did not move the project forward. The Company believes that the project remains viable, but without serious implementation of the plans by the intermediaries in the United States, the project cannot move forward. While the potential exists to find other partners in the United States and to use Zeobond as a supplier or via a licensing agreement, ACDU’s percentage of ownership in CSI did not enable it to force the issue through. It is understood that the intermediaries in the United States allowed CSI’s Florida registration to lapse as well. Therefore, if ACDU chooses to involve itself in this project during 2012 or beyond, it would require additional control over the administration of the Company including, but not limited to, control of financial accounts and corporate documents to enable complete oversight and achievement of success and a direct working relationship with Zeobond so that the enterprise would not become reliant on the intermediaries or consultants.

 

19. SadBro Cinema Inc. (“SadBro”). SadBro is a Pennsylvania corporation formed during 2011 that is in the process of filing a registration statement with the Securities and Exchange Commission. SadBro maintains a licensing agreement to create, produce, and complete a film preliminarily titled, “The Convocation.” The screenplay is completed, but subject to certain editing. Once the registration statement is filed, ACDU plans on providing support for the enterprise. Final determinations have not been made as to the extent of ACDU’s involvement in the project, but it is expected that ACDU will own between 9% and 24% of the Company. During the second quarter of 2012, ACDU continued to assist SadBro with its plan of moving forward with respect to the movie development. SadBro officials are preparing an inventory of assets for financial statements so that the movie can be funded with the help of ACDU affiliates. The Convocation script was edited and is near its final stage.

20. RSS Marketing Inc. (“RSS”). RSS is a Pennsylvania corporation formed in 2009 that has developed business plans for an internet marketing company based in Nicaragua. RSS will make use, pursuant to a licensing arrangement, of certain domain names controlled by Domain Management, Inc., a corporation also affiliated with ACDU. Presently, ACDU does not own any shares of RSS. However, RSS is in the process of filing a registration statement with the Securities and Exchange Commission. If approved, ACDU will be in a position to purchase shares of RSS. This matter was delayed during the Second Quarter of 2012 due to some confusion with the CIK Number of RSS Marketing. Specifically, the SEC believed that the Company was previously in existence. However, after discussions with staff at the SEC, RSS Marketing was able to obtain its new CIK number and recently deposited the required fees with the Securities and Exchange Commission so it may file its registration statement.

21. Accredited Transcription Corp. (“ATC”). ATC is a Pennsylvania corporation formed in 2011 to effectively administer certain patents for technology. ACDU will own approximately 15% of ATC. ATC did obtain, through assignment, 66.6% of United States Patent 6,298,326 for an off-site data entry system. The Company believes that the patent is being infringed upon by several vendors of cellular and wireless systems including those built into both the current version of Google’s Android and Apple’s I-Phone operating systems. Therefore, ATC retained legal counsel to assist it in prosecuting its claims. Once final documents are executed, ATC will provide an announcement of its litigation strategy. ATC advised ACDU that it believes the matter will move forward during the Third Quarter of 2012. Delays occurred because the Company hoped that the owner of the remaining portion of the patent rights would enter into a joint prosecution understand and share legal counsel with ATC; however, negotiations stalled and, absent a development, ATC will prosecute its rights on its own.

 

ITEM 3.

 

Quantitive and Qualitive 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, 2012. Based on the evaluation as of June 30, 2012, 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) appear to be more effective than in the past. The Company believes it will be able to meet all SEC filing deadlines absent problems originating from its service providers.

 

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, 2012, that materially affected or is reasonably likely to materially affect 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, is 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 in the legal actions would greatly assist in the success of Richwood Eco Ventures. However, there is no certainty in legal proceedings. During the first quarter of 2012, Richwood Eco Ventures’ agents and affiliates received a judicial order for the return of the property in question. However, the possessor of Richwood’s property obtained a stay of that Order. We expect that additional information will be available during the second quarter. The equipment is not included on ACDU’s balance sheets but is included here so that shareholders are aware of ongoing proceedings with affiliated companies.

 

ITEM 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

The Company did not issue or sell any securities during the time period of this report.

 

ITEM 3. 

 

Defaults Upon Senior Securities

The Company does not have any senior securities or notes that it could default on.

 

ITEM 4. 

 

Mine Safety Disclosures

Neither the Company nor its affiliates have any involvement in mining activities.

 

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

 During the Second Quarter of 2012, we did not issue any notices on Form 8-K.

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: August 29, 2012	/s/ Joanna Chmielewska
	Joanna Chmielewska
	President and Chief Financial Officer