Attached files

file filename
EXCEL - IDEA: XBRL DOCUMENT - Demand Pooling, Inc.Financial_Report.xls
XML - IDEA: XBRL DOCUMENT - Demand Pooling, Inc.R2.htm
XML - IDEA: XBRL DOCUMENT - Demand Pooling, Inc.R5.htm
XML - IDEA: XBRL DOCUMENT - Demand Pooling, Inc.R9.htm
XML - IDEA: XBRL DOCUMENT - Demand Pooling, Inc.R4.htm
XML - IDEA: XBRL DOCUMENT - Demand Pooling, Inc.R3.htm
XML - IDEA: XBRL DOCUMENT - Demand Pooling, Inc.R6.htm
XML - IDEA: XBRL DOCUMENT - Demand Pooling, Inc.R8.htm
XML - IDEA: XBRL DOCUMENT - Demand Pooling, Inc.R7.htm
XML - IDEA: XBRL DOCUMENT - Demand Pooling, Inc.R1.htm
XML - IDEA: XBRL DOCUMENT - Demand Pooling, Inc.R18.htm
XML - IDEA: XBRL DOCUMENT - Demand Pooling, Inc.R13.htm
XML - IDEA: XBRL DOCUMENT - Demand Pooling, Inc.R19.htm
XML - IDEA: XBRL DOCUMENT - Demand Pooling, Inc.R14.htm
XML - IDEA: XBRL DOCUMENT - Demand Pooling, Inc.R10.htm
XML - IDEA: XBRL DOCUMENT - Demand Pooling, Inc.R15.htm
XML - IDEA: XBRL DOCUMENT - Demand Pooling, Inc.R20.htm
XML - IDEA: XBRL DOCUMENT - Demand Pooling, Inc.R16.htm
XML - IDEA: XBRL DOCUMENT - Demand Pooling, Inc.R11.htm
XML - IDEA: XBRL DOCUMENT - Demand Pooling, Inc.R12.htm
XML - IDEA: XBRL DOCUMENT - Demand Pooling, Inc.R17.htm
EX-32.1 - EXHIBIT 32.1 - Demand Pooling, Inc.dpli1217form10qex321.htm
EX-31.2 - EXHIBIT 31.2 - Demand Pooling, Inc.dpli1217form10qex312.htm
EX-31.1 - EXHIBIT 31.1 - Demand Pooling, Inc.dpli1217form10qex311.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 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 000-53394

 

Demand Pooling, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   26-2517798
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)
     
12720 Hillcrest Road, Suite 1060    
Dallas, TX   75230
(Address of principal executive offices)   (Zip Code)

 

(972) 388-1973

(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) 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 ☐

 

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 (§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 definitions 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 ☑
  (Do not check if a smaller reporting company)  

 

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

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Class of common stock   Outstanding as of December 20,  2012  
Par value $0.0001 per share   31,187,585  

 

 

 

 

DEMAND POOLING, INC.

A Development Stage Company

 

- INDEX -

    Page(s)
PART I – FINANCIAL INFORMATION:  
     
Item 1. Financial Statements (unaudited):  
     
  Balance Sheets as of September 30, 2012 and December 31, 2011 3
     
  Statements of Operations for the three and nine months ended September 30, 2012 and September 30, 2011 and for the Cumulative Period from Inception (April 29, 2008) to September 30, 2012 4
     
  Statements of Cash Flows for the nine months ended September 30, 2012, September 30, 2011 and for the Cumulative Period from Inception (April 29, 2008) to September 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. Quantitative and Qualitative Disclosures About Market Risk 12
     
Item 4. Controls and Procedures 12
     
PART II – OTHER INFORMATION:  
     
Item 1. Legal Proceedings 13
     
Item 1A Risk Factors 13
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 13
     
Item 3. Defaults Upon Senior Securities 13
     
Item 4. Mine Safety Disclosures 13
     
Item 5. Other Information 13
     
Item 6. Exhibits 13
     
Signatures 13

 

2

 

 

 

 

DEMAND POOLING, INC.

A Development Stage Company

FINANCIAL INFORMATION

BALANCE SHEETS

 

    September 30,     December 31,  
    2012     2011  
    (unaudited)     (audited)  
ASSETS                
                 
CURRENT ASSETS:                
Cash and cash equivalents     127       127  
                 
TOTAL ASSETS   $ 127     $ 127  
                 
LIABILITIES AND STOCKHOLDER’S DEFICIT                
                 
CURRENT LIABILITIES                
Accrued expenses     13,176       12,238  
Shareholder advances     42,485       32,335  
                 
TOTAL LIABILITIES   $ 55,661     $ 44,573  
                 
STOCKHOLDER’S DEFICIT:                
Preferred stock, $.0001 par value; 10,000,000 shares authorized; none issued and outstanding     -       -  
Common stock, $.0001 par value; 100,000,000 shares authorized; 31,187,585 issued and outstanding at September 30, 2012 and December 31, 2011, respectively     3,119       3,119  
Additional paid-in capital     86,294       86,294  
                 
 Deficit Accumulated During the Development Stage     (142,133 )     (131,046 )
Stock subscription receivable     (2,813 )     (2,813 )
TOTAL STOCKHOLDER’S DEFICIENCY   $ (55,533 )   $ (44,446 )
                 
TOTAL LIABILITIES AND STOCKHOLDER’S DEFICIT   $ 127     $ 127  

 

 

See notes to unaudited financial statements.

 

3

 

 

 

 

 

DEMAND POOLING, INC.

A Development Stage Company

FINANCIAL INFORMATION

Statements of Operations

(Unaudited)

 

 

                 

April 29, 2008

inception

through

September 30,

 
   

 

Three Months

Ended

 

 

Nine Months

Ended

   
         
    September 30,     September 30,   September 30, September 30,    
    2012     2011   2012 2011   2012  
                       
Revenues     -       -   - -     -  
Operating Expenses                            
General and administrative   $ 6,051       1,563   11,088  19,171    $  142,133  
                             
Net Operating Expenses   $ 6,051       1,563   11,088  19,171    $ 142,133  
                             
Net Loss   $ (6,051 )     (1,563 (11,088) (19,171)   $ (142,133 )
Basic earnings (loss) per share—Basic and Diluted   $ (0.00 )   $ (0.00 )

 

(0.00)

 

(0.00)

  $ (0.00 )
Weighted average number of common shares outstanding     31,187,585       30,120,333  

 

31,187,585   

 

30,120,333

       
                             

 

 

See notes to unaudited financial statements.

 

4

 

 

 

 

  

DEMAND POOLING, INC.

A Development Stage Company

FINANCIAL INFORMATION

STATEMENTS OF CASH FLOWS

(Unaudited)

 

               

For the Cumulative

Period from

Inception

 
    Nine Months     Nine Months     (April 29, 2008)  
    Ended September 30,     Ended September 30,     through September 30,  
    2012     2011     2012  
CASH FLOWS FROM OPERATING ACTIVITIES:                        
Net (loss)   $ (11,088 )     (19,171)     $ (142,133
Increase (decrease) in accounts payable   $ 938       -     $ 13,176  
Increase (decrease) in note receivable     -       5,639        -  
Increase (decrease) in prepaid expense     -       -       -  
Net cash used by operating activities   $ (10,150 )     (13,532)     $ (128,957 )
CASH FLOWS FROM FINANCING ACTIVITIES:                   $    
Proceeds from the issuance of common stock   $ -       -     $ 86,600  
Shareholder Advances   $ 10,150       -     $ 52,310  
Net cash provided by financing activities   $ 10,150       -     $ 138,910  
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS   $ -       (13,532)     $ 9953  
Cash and cash equivalents at beginning of period   $ 127     $ 13,548      $ 0  
CASH AND CASH EQUIVALENTS AT END OF PERIOD   $ 127     $ 16      $ 1127  

 

 

See notes to unaudited financial statements.

 

5

 

 

 

 

 

DEMAND POOLING, INC.

A Development Stage Company

OTHER INFORMATION

SEPTEMBER 30, 2012

 

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

 

(a) Organization and Business:

 

DEMAND POOLING, 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. The Company’s registration statement on Form S-1 was declared effective by the Securities and Exchange Commission in July 2011.

 

(b) Basis of Presentation

 

The accompanying Interim Financial Statements have been prepared in accordance with accounting principles generally accepted for financial statement presentation and in accordance with the instructions to Regulations S-K.

 

(c) Going Concern

 

The accompanying financial statements have been prepared on a going concern basis, which assumes the Company will realize its assets and discharge its liabilities in the normal course of business. As reflected in the accompanying financial statements, the Company has a deficit accumulated during the development stage of $142,133, used cash from operations of $128,957 since its inception, and has a working capital deficit of $55,534 at September 30, 2012. 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.

 

(d) Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

(e) 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 September 30, 2012.

 

(f) 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.

 

(g) 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.

 

6

 

 

 

 

 

DEMAND POOLING, INC.

A Development Stage Company

OTHER INFORMATION

SEPTEMBER 30, 2012

 

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CON’T):

 

(h) Fair Value of Financial Instruments:

 

The carrying value of cash equivalents approximates fair value due to the short period of time to maturity.

 

NOTE 2 - CAPITAL STOCK:

 

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.

 

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.

 

As of September 30, 2012, the Company has no shares of Preferred Stock outstanding and 31,187,585 shares of Common Stock issued and outstanding.

 

NOTE 3 - INCOME TAXES:

 

The Company has incurred net operating losses since inception. The Company has not reflected any benefit of such net operating loss carry forward in the financial statements. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income. Based on the level of historical taxable losses and projections of future taxable income (losses) over the periods in which the deferred tax assets can be realized, management currently believes that it is more likely than not that the Company will not realize the benefits of these deductible differences. Accordingly, the Company has provided a valuation allowance against the gross deferred tax assets as follows:

 

    September
30, 2012
    December
31, 2011
 
             
Gross deferred tax assets - net operating losses     $  48,325       45,575  
Valuation allowance     ($  48,325 )     (45,575 )
Net deferred tax asset            

 

The federal net operating loss carryforwards expire in the tax years 2029 and 2030. Federal tax laws impose significant restrictions on the utilization of net operating loss carryforwards and research and development credits in the event of a change in ownership of the Company, as defined by the Internal Revenue Code Section 382. The Company’s net operating loss carryforwards and research and development credits may be subject to the above limitations. The relevant FASB standard resulted in no adjustments to the Company’s liability for unrecognized tax benefits. As of both the date of adoption and as of September 30, 2012 there were no unrecognizable tax benefits. Accordingly, a tabular reconciliation from beginning to ending periods is not provided. The Company will classify any future interest and penalties as a component of income tax expense if incurred. To date, there have been no interest or penalties charged or accrued in relation to unrecognized tax benefits. The Company is subject to federal and state examinations for the year 2008 forward. There are no tax examinations currently in progress.

 

NOTE 4 - RECENT ACCOUNTING PRONOUNCEMENTS:

 

In February 2010, the FASB issued amended guidance on subsequent events to alleviate potential conflicts between FASB guidance and SEC requirements. Under this amended guidance, SEC filers are no longer required to disclose the date through which subsequent events have been evaluated in originally issued and revised financial statements. This guidance was effective immediately and we adopted these new requirements for the period ended December 31, 2010. The adoption of this guidance did not have a material impact on our financial statements.

 

7

 

 

 

 

 

 

NOTE 4 - RECENT ACCOUNTING PRONOUNCEMENTS (CON’T):

 

In February 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-08 (ASU 2010-08), Technical Corrections to Various Topics. This amendment eliminated inconsistencies and outdated provisions and provided the needed clarifications to various topics within Topic 815. The amendments are effective for the first reporting period (including interim periods) beginning after issuance (February 2, 2010), except for certain amendments. The amendments to the guidance on accounting for income taxes in a reorganization (Subtopic 852-740) should be applied to reorganizations for which the date of the reorganization is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. For those reorganizations reflected in interim financial statements issued before the amendments in this Update are effective, retrospective application is required. The clarifications of the guidance on the embedded derivates and hedging (Subtopic 815-15) are effective for fiscal years beginning after December 15, 2009, and should be applied to existing contracts (hybrid instruments) containing embedded derivative features at the date of adoption. The Company does not expect the provisions of ASU 2010-08 to have a material effect on the financial position, results of operations or cash flows of the Company.

 

In January 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-07 (ASU 2010-07), Not-for-Profit Entities (Topic 958): Not-for-Profit Entities: Mergers and Acquisitions. This amendment to Topic 958 has occurred as a result of the issuance of FAS 164. The Company does not expect the provisions of ASU 2010-07 to have a material effect on the financial position, results of operations or cash flows of the Company.

 

In January 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-06 (ASU 2010-06), Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements. This amendment to Topic 820 has improved disclosures about fair value measurements on the basis of input received from the users of financial statements. This is effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. Early adoption is permitted. The Company does not expect the provisions of ASU 2010-06 to have a material effect on the financial position, results of operations or cash flows of the Company.

 

In January 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-05 (ASU 2010-05), Compensation – Stock Compensation (Topic 718). This standard codifies EITF Topic D-110 Escrowed Share Arrangements and the Presumption of Compensation.

 

In January 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-04 (ASU 2010-04), Accounting for Various Topics—Technical Corrections to SEC Paragraphs.

 

In January 2010, the FASB issued Accounting Standards Update 2010-02, Consolidation (Topic 810): Accounting and Reporting for Decreases in Ownership of a Subsidiary. This amendment to Topic 810 clarifies, but does not change, the scope of current US GAAP. It clarifies the decrease in ownership provisions of Subtopic 810-10 and removes the potential conflict between guidance in that Subtopic and asset derecognition and gain or loss recognition guidance that may exist in other US GAAP. An entity will be required to follow the amended guidance beginning in the period that it first adopts FAS 160 (now included in Subtopic 810-10). For those entities that have already adopted FAS 160, the amendments are effective at the beginning of the first interim or annual reporting period ending on or after December 15, 2009. The amendments should be applied retrospectively to the first period that an entity adopted FAS 160. The Company does not expect the provisions of ASU 2010-02 to have a material effect on the financial position, results of operations or cash flows of the Company.

 

In January 2010, the FASB issued Accounting Standards Update 2010-01, Equity (Topic 505): Accounting for Distributions to Shareholders with Components of Stock and Cash (A Consensus of the FASB Emerging Issues Task Force). This amendment to Topic 505 clarifies the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a limit on the amount of cash that will be distributed is not a stock dividend for purposes of applying Topics 505 and 260. Effective for interim and annual periods ending on or after December 15, 2009, and would be applied on a retrospective basis. The Company does not expect the provisions of ASU 2010-01 to have a material effect on the financial position, results of operations or cash flows of the Company.

 

8

 

 

 

 

 

 

NOTE 5 - MATERIAL CONTRACTS:

 

Effective as of April 2, 2010, (a) Richard K. Aland (“Purchaser”) agreed to acquire 23,907,138 shares of the Company’s common stock par value $0.0001 for a price of $0.0001 per share and (b) Donald Kelly agreed to acquire 4,218,907 shares of the common stock par value $0.0001 (collectively, the “Shares”) for a price of $0.0001 per share. At the same time, Accelerated Venture Partners, LLC agreed to tender 1,979,760 of its 5,000,000 shares of the Company’s common stock par value $0.0001 for cancellation. This transaction was consummated on April 2, 2010.

 

On April 15, 2010, the Company entered into a Licensing Agreement (“Licensing Agreement”) with Demand Pooling Global Services, LLC (“Licensor”) pursuant to which the Company was granted a, non-transferrable license for certain territories (an exclusive license for North America and a non-exclusive license for all markets outside of North America) for certain intellectual property developed by Licensor, principally comprising a business concept and related technology which has, as its core product, the aggregation of demand for high-ticket capital equipment and selected commodities to facilitate cooperative purchases of similar products by a significant number of large end-users (the “Technology”). The Technology would also permit and facilitate pooled financing for such purchases in a manner which permits greater financial flexibility for the end-users. Finally, the Technology permits and facilitates the disposal of older equipment and commodities by end-users in order to improve the cost recovery on disposal of surplus or dated equipment and commodities.

 

Except for the rights granted under the License Agreement, Licensor retains all rights, title and interest to the Technology and any improvements thereto—although the License includes the Company’s right to utilize such improvements.

 

The term of the License commences the date of execution of the Licensing Agreement (“Execution Date”) and continues for a term of twenty (20) years, ending on the twentieth anniversary of the Execution Date. In addition to other requirements, the continuation of the license is conditioned on the Company generating net revenues in excess of expenses in the normal course of operations or the funding by the Company of a minimum of $10,000,000 for "qualifying research, development and commercialization expenses" in accordance with the following schedule:

 

  (a) a minimum of US$1,000,000 during the period commencing upon the Execution Date and ending on the first anniversary of the Execution Date; or
     
  (b) a minimum of US$4,000,000 during the period commencing upon the Execution Date and ending on the second anniversary of the Execution Date; or
     
  (c) a minimum of US$10,000,000 during the period commencing upon the Execution Date and ending on the third anniversary of the Execution Date

 

The Licensing Agreement also calls for royalties payable by the Company to the Licensor of ten percent (10%) of all gross revenues resulting from the use of the Technology by the Company and twenty-five percent (25%) of all royalties and fees received from third party sublicensees.

 

The license is terminated upon the occurrence of events of default specified in the License Agreement.

 

The ownership of the intellectual property necessary for development and modification of the electronic platform resides with the Licensor and becomes a part of the exclusive North American and non-exclusive worldwide (outside North America) License.

 

On April 29, 2010, the Company entered into a Consulting Services Agreement with Accelerated Venture Partners LLC (“AVP”), a company controlled by Timothy J. Neher. The agreement requires AVP to provide the Company with certain advisory services that include reviewing the Company’s business plan, identifying and introducing prospective financial and business partners, and providing general business advice regarding the Company’s operations and business strategy in consideration of (a) an option granted by the company to AVP to purchase 3,235,971 shares of the company’s common stock at a price of $0.0001 per share (the “AVP Option”). The AVP Option was immediately exercised by the holder, subject to a repurchase option (“Repurchase Option”) granted to the Company to repurchase the shares at a price of $0.0001 per share upon the occurrence of certain events of default.

 

9

 

 

 

 

 

 

NOTE 5 - MATERIAL CONTRACTS (CON’T):

 

While the actual Consulting Services Agreement is dated April 29, 2010, the terms of the Agreement were previously agreed and the Agreement was part and parcel of the stock sale which was consummated on April 2, 2010. In fact, the terms of the entire transaction had been the subject of an oral agreement between the parties which was confirmed by the parties in the 4th quarter of 2009. The transaction which was finalized on April 2, 2010 therefore had three components—(1) Sale of 28,126,045 shares to Messrs. Aland and Kelly at a price of $0.0001 per share, (2) AVP’s agreement to reduce its holdings in the Company from 5,000,000 shares to 3,020,240 shares and the option for AVP to acquire 3,235,971 shares at the same $0.0001 per share price. At the time these transactions took place, the Company was a shell with no business (and minimal value), therefore the Company valued all shares issued at the time at par value ($0.0001).

 

On February 22, 2011, the Company received a letter from AVP giving notice of its termination of the Consulting Services Agreement (“Termination Letter”). The Company believes that AVP failed to perform the agreed services under the Consulting Services Agreement. Since AVP did not meet the milestones required in the Consulting Services Agreement, the Company does not believe that it is obligated to pay any amounts to AVP under the terms of the Consulting Services Agreement. The Company exercised the Repurchase Option with respect to the 3,235,971 shares of Company Common Stock which was issued to AVP under the Consulting Services Agreement at a price of $0.0001 per share. The Company’s management believes that the termination of the Consulting Services Agreement will have no impact whatsoever on its plan of operation, principally because AVP was not actively involved in the Company’s operations prior to such termination.

 

NOTE 6 - SHAREHOLDER ADVANCES:

 

Richard Aland and Don Kelly, officers, directors and shareholders of the Company, have advanced to the Company a total of $41,260, which is payable on demand and non-interest bearing. On September 1, 2011, three shareholders converted their loans of $64,100 to 32,050 shares at $2.00 per share. Mr. Kelly resigned as an officer and director of the Company in May 2012.

 

NOTE 7 - RELATED PARTY TRANSACTIONS:

 

  1)

Richard Aland and Don Kelly advanced to the Company an aggregate of $41,260 (see Note 6. Shareholder Advances)

 

  2)

Richard Aland is a 37% owner and a managing member of Demand Pooling Global Services, LLC, with which the Company has entered into the Licensing Agreement (see Note 5. Material Contracts).

  3) Don Kelly resigned as an officer and director of the Company in May 2012.

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Plan of Operation

 

From inception (April 29, 2008), Accelerated Acquisitions V, Inc. was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation.

 

On April 29, 2008, the Registrant sold 5,000,000 shares of Common Stock to Accelerated Venture Partners, LLC for an aggregate investment of $4,000.00. These shares were issued immediately following the incorporation of the Company and were “founder’s shares”. There were no written or oral agreements between the parties relevant to the purchase of the founder’s shares and the purchaser became the sole shareholder of the Company (which at the time was a “shell” corporation. The Registrant sold these shares of Common Stock under the exemption from registration provided by Section 4(2) of the Securities Act.

 

On March 22, 2010 Richard K. Aland (“Purchaser”) agreed to acquire 23,907,138 shares of the Company’s common stock par value $0.0001 for a price of $0.0001 per share and Donald Kelly agreed to acquire 4,218,907 shares of the common stock par value $0.0001 for a price of $0.0001 per share at the same time, Accelerated Venture Partners, LLC agreed to tender 1,979,760 of its 5,000,000 shares of the Company’s common stock par value $0.0001 for cancellation. The entire transaction was consummated on April 2, 2010.

 

10

 

 

 

 

 

 

The transaction was the subject of an oral agreement between the parties which designated the applicable share amounts and share price and was one integrated transaction. There was no specific consideration allocated to any of its elements; i.e. there was no specific consideration for the tender of shares apart from the overall consideration paid by Messrs. Aland and Kelly for their concurrent purchase of their interest in the Company. By letter dated March 25, 2010, AVP tendered 1,979,760 shares of its stock to the Company for cancellation.

 

Messrs. Aland and Kelly subsequently made gifts of 136,000 and 110,000 shares, respectively, to an aggregate of ten donees. All gifted shares were donated prior to April 2, 2010. All gifts were to members of the respective donor’s family as a part of the donor’s ongoing estate planning. The relationships are the following: Robert and Ronald Aland are brothers of Richard Aland; Lauren Morr and Erin Spalsbury are daughters of Richard Aland. Ethel Fleisher is the mother of Richard Aland. Chad Kelly and Jessica Kelly are children of Don Kelly; Dominic and Wyatt Kelly are grandchildren of Don Kelly; Nina Kelly is the mother of Jessica and Chad Kelly and is Don Kelly’s ex-wife).

 

Following these transactions, Mr. Aland owned 69.12% and Mr. Kelly owned 11.94% of the Company’s 34,391,506 issued and outstanding shares of common stock par value $0.0001 and the interest of Accelerated Venture Partners, LLC was reduced to approximately 9.69% of the total issued and outstanding shares. Simultaneously with the share purchase, Timothy Neher resigned from the Company’s Board of Directors and Messrs. Aland and Kelly were simultaneously appointed to the Company’s Board of Directors. Such action represents a change of control of the Company.

 

Prior to the purchase of the shares, the Purchasers were not affiliated with the Company. However, the Purchasers will be deemed affiliates of the Company after the share purchase as a result of their stock ownership interest in the Company. The purchase of the shares by the Purchasers was completed pursuant to written Subscription Agreements with the Company. The purchase was not subject to any other terms and conditions other than the sale of the shares in exchange for the cash payment.

 

On April 15, 2010, the Company entered into a Licensing Agreement (“Licensing Agreement”) with Demand Pooling Global Services, LLC (“Licensor”) pursuant to which the Company was granted a, non-transferrable license for certain territories (an exclusive license for North America and a non-exclusive license for all markets outside of North America) for certain intellectual property developed by Licensor, principally comprising a business concept and related technology which has, as its core product, the aggregation of demand for high-ticket capital equipment and selected commodities to facilitate cooperative purchases of similar products by a significant number of large end-users (the “Technology”). The Technology would also permit and facilitate pooled financing for such purchases in a manner which permits greater financial flexibility for the end-users. Finally, the Technology permits and facilitates the disposal of older equipment and commodities by end-users in order to improve the cost recovery on disposal of surplus or dated equipment and commodities. The License also provides for the use of a datacenter through a third-party provider.

 

Except for the rights granted under the License Agreement, Licensor retains all rights, title and interest to the Technology and any improvements thereto—although the License includes the Company’s right to utilize such improvements.

 

The ownership of the intellectual property necessary for development and modification of the electronic platform resides with the Licensor and becomes a part of the exclusive North American and non-exclusive worldwide (outside North America) License.

 

In order to implement and operate a pool, the Company does not currently need additional hardware or software beyond that which it has licensed from the Licensor and infrastructure that it leases on an oral month-to-month basis from Databank, LLC. The server capacity is not currently stressed and one standby server provides redundancy for the platform application. The Company does not anticipate a number of user accesses (“hits” to its system) that would be typical for consumer-oriented applications that might achieve accesses of hundreds of thousands or even millions of hits during a 24-hour period. It is likely that the Company’s website would only achieve hundreds of hits or thousands of hits during a 24 hour period, which does not stress the capacity of the existing servers. To double the capacity, the Company could convert its redundant server to an application server or add additional servers, as needed for new products. The current cost of new servers, configured as believed to be necessary for the Company’s foreseeable needs, is approximately $4,000-$5,000 each and it is anticipated that new servers, if needed, will be purchased and owned by the Company or leased from the server manufacturers.

 

No authorizations are needed to launch, implement and operate pooled transactions. The Company determines when pools are to be launched and how potential users are to be addressed. Currently, its marketing approach is through a direct email campaign based upon contacts which the Company has identified. Most of these contacts, which now number fewer than 10,000 out of the estimated 87,000 state and local government entities, have been obtained by the Company investigating state and local government websites (cities, counties, states, airports, transit agencies, school and hospital districts and higher education facilities) and trade organization websites. The Company intends to continue and to expand its email notification activities and, if funding becomes available and/or net revenue generation is sufficient, to investigate the affordability of implementing advertising and public relations campaigns.

 

The Licensing Agreement calls for royalties payable by the Company to the Licensor of ten percent (10%) of all gross revenues resulting from the use of the Technology by the Company and twenty-five percent (25%) of all royalties and fees received from third party sublicensees. 

 

11

 

 

 

 

 

The license is terminated upon the occurrence of events of default specified in the License Agreement.

 

On July 2, 2010, the Company completed an offering of our common shares under the provisions of the Delaware securities laws and under an exemption from the federal securities laws. We sold a total of 9,250 common shares at a price of $2.00 per share to a total of thirty-five investors. We raised a total of $18,500 in this offering.

 

Results of Operations

 

For the nine months ended September 30, 2012, the Company had no revenues and incurred minimal general and administrative expenses. The Company incurred $11,088 in expenses for the nine months ended September 30, 2012 as compared to $19,171 for the nine months ended September 30, 2011. The decrease was primarily the result of reductions in professional and compliance fees. Expenses for the three months ended September 30, 2012 were $6,051 as compared to the three months ended September 30, 2011 of $1,563. This increase was due to increased professional and compliance costs in the period.

 

For the period from inception (April 29, 2008) through September 30, 2012, the Company had no activities that produced revenues from operations and had a net loss of ($142,133), due to legal, accounting, audit and other professional service fees incurred in relation to the formation of the Company and the filing of the Company’s Registration Statement on Form 10 filed in August 2008, the Company’s registration statement on Form S-1 and other SEC-related compliance matters.

 

Liquidity and Capital Resources

 

As of September 30, 2012, the Company had assets equal to $127 and had current liabilities of $55,661 compared to $127 in total assets and $44,573 in total liabilities as of September 30, 2011. The increase in liabilities is the result of shareholder advances to fund the administrative expenses of the Company.

 

The following is a summary of the Company's cash flows from operating, investing, and financing activities:

For the Cumulative Period from Inception (April 29, 2008) through September 30, 2012:

 

Operating activities   $ 138,806  
Investing activities     -  
Financing activities   $ 138,910  
         
Net effect on cash   $ 104  

 

The Company has nominal assets and has generated no revenues since inception. The Company is also dependent upon the receipt of capital investment or other financing to fund its ongoing operations and to execute its business plan of seeking a combination with a private operating company. If continued funding and capital resources are unavailable at reasonable terms, the Company may not be able to implement its plan of operations. On September 1, 2011, three shareholders converted their loans of $64,100 to 32,050 shares at $2.00 per share.

 

Off-Balance Sheet Arrangements

 

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

As a “Smaller Reporting Company” as defined by Rule 12b-2 of the Exchange Act and in Item 10(f)(1) of Regulation S-K.

 

Item 4. Controls and Procedures

 

There were no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d that occurred during the last quarter that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

 

Management's Annual Report on Internal Control Over Financial Reporting

 

Our Chief Executive Officer/Chief Financial Officer is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for our Company. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our management conducted an assessment of the effectiveness of our internal control over financial reporting as of June 30, 2012 based on criteria established in "Internal Control-Integrated Framework" issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, our management concluded that, as of September 30, 2012, our internal control over financial reporting was effective.

 

This quarterly report does not include an attestation report of our registered independent public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered independent public accounting firm.

 

12

 

 

 

 

 

 

PART II — OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

To the best knowledge of the Company’s management, the Company is not a party to any legal proceeding or litigation.

 

Item 1A. Risk Factors.

 

There have been no material changes to our Risk Factors disclosed in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2011.

 

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

 

None

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures

 

None

 

Item 5. Other Information.

 

None.

 

Item 6. Exhibits.

 

 

Exhibit
No.
  Description
     
       
31.1   Certification of the Company’s Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012.  
       
31.2   Certification of the Company’s Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012.  
       
32.1   Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.  
         

  

 

101.NS XBLRl Instance Document

 

101.SCH XBRL Taxonomy Extension Schema

 

101.CAL XBRL Taxonomy Extension Calculation Linkbase

 

101.DEF.XBRL Taxonomy Extension Definition Linkbase

 

101.LAB XBRL Taxonomy Extension Label Linkbase

 

101.PRE XBRL Taxonomy Presentation Linkbase

 

 

 

SIGNATURES

 

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Dated: December 17, 2012    
  ACCELERATED ACQUISITIONS V, INC.
     
  By: /s/ Richard K. Aland
    Richard K. Aland
    Chairman and Chief Executive Officer, (Principal
Executive Officer, Principal Financial Officer, Principal
Accounting Officer)

 

13