ITEM 1 -- DESCRIPTION OF BUSINESS
Accredited Business Consolidators Corp. (the “Company” or “Accredited”) was organized in 1990 under the name Fornello U.S.A., Inc. Accredited eventually changed its name to The Italian Oven, Inc., to reflect its operation of various Italian restaurants. However, in October, 1996, Accredited did not have the funds to sustain itself, and it filed for protection under Chapter 11 of the United States Bankruptcy Code. Accredited submitted a plan to the bankruptcy court which divested it of all assets, including intellectual property. The plan provided no payment to shareholders; however it did not cancel or extinguish the common shares of Accredited. The United States Bankruptcy Court for the Western District of Pennsylvania approved the bankruptcy plan and on July 17, 1998, Accredited emerged from bankruptcy. From the time Accredited emerged from bankruptcy until December 31, 2001, the company conducted no business. It had no operations and no assets. Rather, it simply remained dormant while management sought an opportunity for its shareholders. The Company has not had any substantive business operations from its emergence from bankruptcy until the present time and is now considered a "shell company" as it has no or nominal operations. The Company was dormant during all times material to this report and the prior fiscal year. Because of the Company's current status of having only nominal assets and no recent operating history, in the event the Company does successfully acquire or merge with an operating business opportunity, it is likely that the Company's current shareholders will experience substantial dilution and a resultant change in control of the Company. It is anticipated that the Company will require only nominal capital to maintain its corporate viability and necessary funds will most likely be provided by the Company's existing shareholders or its officer and director in the immediate future. However, unless the Company is able to facilitate an acquisition of or merger with an operating business or is otherwise able to obtain significant outside financing, substantial doubt will be cast on its ability to continue as a viable corporation. In the opinion of management, neither inflation nor recession will have a material effect on the operations of the Company until such time as the Company successfully completes an acquisition or merger. At that time, management will evaluate the possible effects of inflation or recession on the Company as it relates to its business and operations following a successful acquisition or merger. In the future, the Company may seek out and investigate possible business opportunities with the intent to acquire or merge with one or more business ventures. Because the Company lacks cash and other capital resources, it may be necessary for the officers and directors to either advance funds to the Company or to accrue expenses until such time as a successful business consolidation can be made. Management intends to hold expenses to a minimum and to obtain services on a contingency basis when possible. If the Company engages outside advisors or consultants in its search for business opportunities, it may be necessary for the Company to attempt to raise additional funds. In 2009, after the fiscal year 2001 closed, the Company changed its name to Accredited Business Consolidators Corp. For more information about this change, the Company refers the investor to the 2008 and 2009 filings with the Securities and Exchange Commission.
ITEM 1A.
ITEM 1A. Risk Factors.
Smaller reporting companies are not required to provide risk factor disclosure on their form 10-K filings. Nevertheless, Accredited Business Consolidators Corp. believes that investors and potential investors should view our company as an extremely high risk and speculative investment. We have outlined certain risk factors below:
1. Our Business Is Difficult To Evaluate Because We Have No Ongoing Operations and Minimal Assets. As the Company currently has no ongoing operations and only minimal assets, there is a risk that we will be unable to continue as a going concern and consummate a business combination. We have no significant assets or financial resources. We will, in all likelihood, sustain operating expenses without corresponding revenues, at least until the consummation of a business combination. This may result in our incurring a net operating loss that will increase continuously until we can consummate a business combination with a profitable business opportunity. We cannot assure you that we can identify a suitable business opportunity and consummate a business combination.
2. We Will Continue To Incur Claims, Liabilities And Expenses. We will continue to incur claims, liabilities and expenses, which will reduce the realizable value of our remaining assets and the amount potentially available for distribution to stockholders. Claims, liabilities and expenses from operations (such as salaries, directors' and officers' insurance, payroll and taxes, legal, accounting and consulting fees and miscellaneous office expenses) will continue to be incurred. These expenses will have to be satisfied from our remaining assets and, therefore, will reduce the net realizable value of those assets.
3. Our Business Will Have No Revenues Unless And Until We Merge With Or Acquire An Operating Business. As of the date hereof, the Company, as defined in Rule 12b-2 under the Exchange Act, is a “shell company,” defined as a company with no or nominal assets (other than cash) and no or nominal operations. We currently have no revenues from operations. We may not realize any revenues unless and until we successfully merge with or acquire an operating business.
4. Because Of The Deficiencies In Our Past Compliance With Disclosure Rules And The Requirements Of Securities Laws, We Face Risks Of Liability Under The Securities Laws. We have not filed our annual reports for several years. Therefore, we could be named in an administrative, civil or criminal proceeding by the SEC or another government entity, and we could be named in a civil proceeding brought by a stockholder or other private entity. There is no guarantee we would emerge from such a proceeding with the ability to continue as a going concern. The deficiencies in our compliance which we believe could have material consequences for us include the following:
5. This Financial Report Was Prepared By Current Officers Of The Company Who Were Not Officers At The Material Times. Prior management of the Company did not file timely financial reports. Therefore, the present report is being filed by current management that had no affiliation with the Company during the material times. In general, management is relying on representations of the prior officers and of legal counsel familiar with the matters to state that there were no activities during the material times. Limited due diligence could be done as the Company had no bank accounts or accounting registries to verify that no transactions occurred.
6. Our Financial Statements Include A Going Concern Opinion From Our Independent Auditors . The Company received a going concern opinion on its financial statements for fiscal 2001. Our auditors have stated that due to our lack of assets and operations, there is "substantial doubt" about our ability to continue as a going concern. The going concern opinion from our auditors may limit our ability to access certain types of financing, or may prevent us from obtaining financing.
7. Future Success Is Highly Dependent On The Ability Of Management To Locate And Attract A Suitable Acquisition. The nature of our operations is highly speculative and there is a consequent risk of loss of your investment. The success of our operation will depend to a great extent on the operations, financial condition and management of the identified business opportunity. While management intends to seek business combination(s) with entities having established operating histories, we cannot assure you that we will be successful in locating candidates meeting that criterion. In the event we complete a business combination, the success of our operations may be dependent upon management of the successor firm or venture partner firm, and numerous other factors beyond our control.
8. The Company Has No Existing Agreement For A Business Combination Or Other Transaction. We have no agreement with respect to engaging in a merger or joint venture with, or acquisition of, a private or public entity. No assurances can be given that we will successfully identify and evaluate suitable business opportunities or that we will conclude a business combination. We cannot guarantee we will be able to negotiate a business combination on favorable terms.
9. Future Sales By Existing Security Holders Could Depress the Market Price of Our Common Stock. If our existing stockholders sell a large number of shares of our common stock, the market price could decline significantly. Further, even the perception in the public market that our existing stockholders might sell shares of common stock could depress the market price of the common stock.
10. There Are Risks Associated With Our Stock Trading On The Pink Sheets Rather Than A National Exchange. There are significant consequences associated with our stock trading on the Pink Sheets Over the County market rather than a national exchange including limited release of the market prices of our securities, limited news coverage, limited interest by investors in our securities, volatility of our stock price due to low trading volume, limited ability to issue additional securities or to secure additional financing, manipulation by traders, and purchase and sale decisions by market makers.
11. There is No Assurance That An Active Public Trading Market Will Develop: There has been an extremely limited public trading market for the Company's common stock. There can be no assurances that a public trading market for the common stock will develop or that a public trading market, if developed, will be sustained. If for any reason a public trading market does not develop, purchasers of the shares of common stock may have difficulty in sellng their securities should they desire to do so.
12. "Penny Stock" Regulations May Impose Certain Conditions On The Marketability Of Our Securities. The Securities and Exchange Commission has adopted regulations which generally define "penny stock" to be an equity security that has a market price of less than $5.00 a share, subject to certain exceptions. Our common stock is presently, and most probably will always be, subject to these regulations which impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 including their spouse). For transactions covered by these rules, the broker-dealer must make a special suitability determination for tghe purchase of such securities and have received the purchaser's written consent to the transaction prior to the purchase. Additionally, for any transaction involving a "penny stock," unless exempt, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the Commission relating to the "penny stock" market. The broker-dealer must disclose the commission payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer's presumed control over the market.
ITEM 2.
ITEM 2. PROPERTIES
During the 2001 fiscal year, the Company neither owned nor rented any properties.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
During the 2001 fiscal year, there were no known legal proceedings involving the Company.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
During the 2001 fiscal year, there were no matters submitted to a vote of securities holders, through the solicitation of proxies, or otherwise.
PART II
ITEM 5
ITEM 5 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Shares of Accredited Business Consolidators Corp. common stock are traded in the United States on the Pink Sheets over the counter market.
The principal United States market for our common stock is not an exchange. As such, the rules of the Securities and Exchange Commission require us to state the range of high and low bid information for the equity for each full quarter within the most recent fiscal years and any subsequent interim period for which financial statements are included, or are required to be included by Article 3 of Regulation S-X, as regularly quoted in the automated quotation system or a registered securities association, or where the equity is not quoted in such a system, the range of reported high and low bid quotations, and to indicate the source of the quotations. We are required to advise that such over-the-counter market quotations reflect inter-dealer prices, without retail markup, mark-down, or commission and may not necessarily represent actual transactions. However, because of the passage of time, the best information available to the Company consist of trading information. Therefore, we are providing the pricing for each day. The source of our information is the website belonging to Pink Sheets that lists the entire history of the stock's trading prices. During this time period, the Company's common stock traded under the symbol IOVNQ (Presently, the stock trades as ACDU).
The instructions provided by the Securities and Exchange Commission direct issuers to provide the data retroactively to any split of the stock. In 2009, a 100 for 1 forward split occurred. This split was not in effect during the time of this report. However, the prices below take into account the split. Therefore, the prices are divided by 100 and the volume is multiplied by 100.
Date
Open
High
Low
Close
Volume
12/31/2001
0.00001
0.00002
0.00001
0.00002
90,000
12/28/2001
0.00001
0.00001
0.00001
0.00001
260,000
12/27/2001
0.00001
0.00001
0.00001
0.00001
520,000
12/26/2001
0.00001
0.00001
0.00001
0.00001
15,180,000
12/24/2001
0.00001
0.00001
0.00001
0.00001
100,000
12/21/2001
0.00001
0.00001
0.00001
0.00001
10,000
12/20/2001
0.00001
-
-
0.00001
12/19/2001
0.00001
0.00001
0.00001
0.00001
100,000
12/18/2001
0.00001
0.00001
0.00001
0.00001
50,000
12/17/2001
0.00001
0.00001
0.00001
0.00001
160,000
12/14/2001
0.00001
0.00001
0.00001
0.00001
300,000
12/13/2001
0.00001
0.00001
0.00001
0.00001
50,000
12/12/2001
0.00001
0.00001
0.00001
0.00001
20,000
12/11/2001
0.00001
0.00001
0.00001
0.00001
60,000
12/10/2001
0.00001
-
-
0.00001
12/7/2001
0.00001
-
-
0.00001
12/6/2001
0.00001
-
-
0.00001
12/5/2001
0.00001
-
-
0.00001
12/4/2001
0.00001
-
-
0.00001
12/3/2001
0.00001
-
-
0.00001
11/30/2001
0.00001
0.00001
0.00001
0.00001
400,000
11/29/2001
0.00001
-
-
0.00001
11/28/2001
0.00001
0.00001
0.00001
0.00001
420,000
11/27/2001
0.00001
0.00001
0.00001
0.00001
70,000
11/26/2001
0.00001
0.00001
0.00001
0.00001
150,000
11/23/2001
0.00001
-
-
0.00001
11/21/2001
0.00001
0.00001
0.00001
0.00001
100,000
11/20/2001
0.00001
-
-
0.00001
11/19/2001
0.00001
-
-
0.00001
11/16/2001
0.00001
0.00001
0.00001
0.00001
20,000
11/15/2001
0.00001
0.00001
0.00001
0.00001
100,000
11/14/2001
0.00001
-
-
0.00001
11/13/2001
0.00001
-
-
0.00001
11/12/2001
0.00001
0.00001
0.00001
0.00001
220,000
11/9/2001
0.00001
-
-
0.00001
11/8/2001
0.00001
-
-
0.00001
11/7/2001
0.00001
0.00001
0.00001
0.00001
4,100,000
11/6/2001
0.00001
-
-
0.00001
11/5/2001
0.00001
-
-
0.00001
11/2/2001
0.00001
-
-
0.00001
11/1/2001
0.00001
-
-
0.00001
10/31/2001
0.00001
0.00001
0.00001
0.00001
20,000
10/30/2001
0.00001
0.00001
0.00001
0.00001
20,000
10/29/2001
0.00001
-
-
0.00001
10/26/2001
0.00001
0.00001
0.00001
0.00001
100,000
10/25/2001
0.00001
0.00001
0.00001
0.00001
10,000
10/24/2001
0.00001
-
-
0.00001
10/23/2001
0.00001
0.00001
0.00001
0.00001
10,100,000
10/22/2001
0.00001
-
-
0.00001
10/19/2001
0.00001
0.00001
0.00001
0.00001
100,000
10/18/2001
0.00001
-
-
0.00001
10/17/2001
0.00001
-
-
0.00001
10/16/2001
0.00001
-
-
0.00001
10/15/2001
0.00001
-
-
0.00001
10/12/2001
0.00001
-
-
0.00001
10/11/2001
0.00001
-
-
0.00001
10/10/2001
0.00001
-
-
0.00001
10/9/2001
0.00001
0.00001
0.00001
0.00001
10,000
10/8/2001
0.00001
0.00001
0.00001
0.00001
10,000
10/5/2001
0.00001
-
-
0.00001
10/4/2001
0.00001
-
-
0.00001
10/3/2001
0.00001
0.00001
0.00001
0.00001
10/2/2001
0.00001
-
-
0.00001
10/1/2001
0.00001
-
-
0.00001
9/28/2001
0.00001
-
-
0.00001
9/27/2001
0.00001
-
-
0.00001
9/26/2001
0.00001
-
-
0.00001
9/25/2001
0.00001
-
-
0.00001
9/24/2001
0.00001
-
-
0.00001
9/21/2001
0.00001
-
-
0.00001
9/20/2001
0.00001
-
-
0.00001
9/19/2001
0.00001
0.00001
0.00001
0.00001
30,000
9/18/2001
0.00001
-
-
0.00001
9/17/2001
0.00001
-
-
0.00001
9/10/2001
0.00001
-
-
0.00001
9/7/2001
0.00001
-
-
0.00001
9/6/2001
0.00001
0.00001
0.00001
0.00001
100,000
9/5/2001
0.00001
-
-
0.00001
9/4/2001
0.00001
-
-
0.00001
8/31/2001
0.00001
-
-
0.00001
8/30/2001
0.00001
-
-
0.00001
8/29/2001
0.00001
0.00001
0.00001
0.00001
20,000
8/28/2001
0.00001
-
-
0.00001
8/27/2001
0.00001
-
-
0.00001
8/24/2001
0.00001
-
-
0.00001
8/23/2001
0.00001
-
-
0.00001
8/22/2001
0.00001
0.00001
0.00001
0.00001
20,000
8/21/2001
0.00001
0.00001
0.00001
0.00001
20,000
8/20/2001
0.00001
-
-
0.00001
8/17/2001
0.00001
-
-
0.00001
8/16/2001
0.00001
-
-
0.00001
8/15/2001
0.00001
-
-
0.00001
8/14/2001
0.00001
-
-
0.00001
8/13/2001
0.00001
-
-
0.00001
8/10/2001
0.00001
-
-
0.00001
8/9/2001
0.00001
-
-
0.00001
8/8/2001
0.00001
-
-
0.00001
8/7/2001
0.00001
-
-
0.00001
8/6/2001
0.00001
-
-
0.00001
8/3/2001
0.00001
-
-
0.00001
8/2/2001
0.00001
-
-
0.00001
8/1/2001
0.00001
-
-
0.00001
7/31/2001
0.00001
-
-
0.00001
7/30/2001
0.00001
-
-
0.00001
7/27/2001
0.00001
-
-
0.00001
7/26/2001
0.00001
-
-
0.00001
7/25/2001
0.00001
-
-
0.00001
7/24/2001
0.00001
0.00001
0.00001
0.00001
200,000
7/23/2001
0.0001
-
-
0.0001
7/20/2001
0.0001
-
-
0.0001
7/19/2001
0.0001
-
-
0.0001
7/18/2001
0.0001
-
-
0.0001
7/17/2001
0.0001
-
-
0.0001
7/16/2001
0.0001
0.0001
0.0001
0.0001
50,000
7/13/2001
0.00001
-
-
0.00001
7/12/2001
0.00001
0.00001
0.00001
0.00001
80,000
7/11/2001
0.00001
-
-
0.00001
7/10/2001
0.00001
-
-
0.00001
7/9/2001
0.00001
0.00001
0.00001
0.00001
30,000
7/6/2001
0.00001
-
-
0.00001
7/5/2001
0.00001
-
-
0.00001
7/3/2001
0.00001
-
-
0.00001
7/2/2001
0.00001
-
-
0.00001
6/29/2001
0.00001
-
-
0.00001
6/28/2001
0.00001
-
-
0.00001
6/27/2001
0.00001
0.00001
0.00001
0.00001
100,000
6/26/2001
0.00001
0.00001
0.00001
0.00001
100,000
6/25/2001
0.00001
-
-
0.00001
6/22/2001
0.00001
0.00001
0.00001
0.00001
50,000
6/21/2001
0.00001
-
-
0.00001
6/20/2001
0.00001
-
-
0.00001
6/19/2001
0.00001
-
-
0.00001
6/18/2001
0.00001
0.00001
0.00001
0.00001
100,000
6/15/2001
0.00001
0.00001
0.00001
0.00001
350,000
6/14/2001
0.00001
-
-
0.00001
6/13/2001
0.00001
0.00001
0.00001
0.00001
10,000
6/12/2001
0.00001
-
-
0.00001
6/11/2001
0.00001
-
-
0.00001
6/8/2001
0.00001
-
-
0.00001
6/7/2001
0.00001
0.00001
0.00001
0.00001
10,000
6/6/2001
0.00001
-
-
0.00001
6/5/2001
0.00001
-
-
0.00001
6/4/2001
0.00001
-
-
0.00001
6/1/2001
0.00001
-
-
0.00001
5/31/2001
0.00001
-
-
0.00001
5/30/2001
0.00001
0.00001
0.00001
0.00001
2,000,000
5/29/2001
0.00001
-
-
0.00001
5/25/2001
0.00001
-
-
0.00001
5/24/2001
0.00001
0.00001
0.00001
0.00001
150,000
5/23/2001
0.00001
-
-
0.00001
5/22/2001
0.00001
0.00001
0.00001
0.00001
20,000
5/21/2001
0.00001
-
-
0.00001
5/18/2001
0.00001
-
-
0.00001
5/17/2001
0.00001
-
-
0.00001
5/16/2001
0.00001
0.00001
0.00001
0.00001
60,000
5/15/2001
0.00001
0.00001
0.00001
0.00001
20,000
5/14/2001
0.00001
0.00001
0.00001
0.00001
220,000
5/11/2001
0.00001
-
-
0.00001
5/10/2001
0.00001
-
-
0.00001
5/9/2001
0.00001
-
-
0.00001
5/8/2001
0.00001
-
-
0.00001
5/7/2001
0.00001
-
-
0.00001
5/4/2001
0.00001
-
-
0.00001
5/3/2001
0.00001
-
-
0.00001
5/2/2001
0.00001
-
-
0.00001
5/1/2001
0.00001
0.00001
0.00001
0.00001
70,000
4/30/2001
0.0001
0.0001
0.0001
0.0001
50,000
4/27/2001
0.0001
-
-
0.0001
4/26/2001
0.0001
0.0001
0.0001
0.0001
70,000
4/25/2001
0.00001
-
-
0.00001
4/24/2001
0.00001
-
-
0.00001
4/23/2001
0.00001
-
-
0.00001
4/20/2001
0.00001
0.00001
0.00001
0.00001
70,000
4/19/2001
0.00001
0.00001
0.00001
0.00001
150,000
4/18/2001
0.00001
-
-
0.00001
4/17/2001
0.00001
-
-
0.00001
4/16/2001
0.00001
-
-
0.00001
4/12/2001
0.00001
-
-
0.00001
4/11/2001
0.00001
0.00001
0.00001
0.00001
14,000,000
4/10/2001
0.000013
-
-
0.000013
4/9/2001
0.000013
-
-
0.000013
4/6/2001
0.000013
-
-
0.000013
4/5/2001
0.000013
-
-
0.000013
4/4/2001
0.000013
0.000013
0.000013
0.000013
100,000
4/3/2001
0.00001
0.0001
0.00001
0.0001
14,030,000
4/2/2001
0.00001
0.00001
0.00001
0.00001
1,500,000
3/30/2001
0.000001
-
-
0.000001
3/29/2001
0.000001
-
-
0.000001
3/28/2001
0.000001
0.000001
0.000001
0.000001
10,000
3/27/2001
0.00001
-
-
0.00001
3/26/2001
0.00001
-
-
0.00001
3/23/2001
0.00001
-
-
0.00001
3/22/2001
0.00001
0.00001
0.00001
0.00001
110,000
3/21/2001
0.00001
-
-
0.00001
3/20/2001
0.00001
-
-
0.00001
3/19/2001
0.00001
-
-
0.00001
3/16/2001
0.00001
0.00001
0.00001
0.00001
10,000
3/15/2001
0.0001
0.0001
0.0001
0.0001
1,000,000
3/14/2001
0.00001
-
-
0.00001
3/13/2001
0.00001
-
-
0.00001
3/12/2001
0.00001
0.00001
0.00001
0.00001
190,000
3/9/2001
0.00001
-
-
0.00001
3/8/2001
0.00001
0.00001
0.00001
0.00001
50,000
3/7/2001
0.00001
0.00001
0.00001
0.00001
10,000
3/6/2001
0.00001
-
-
0.00001
3/5/2001
0.00001
-
-
0.00001
3/2/2001
0.00001
-
-
0.00001
3/1/2001
0.00001
-
-
0.00001
2/28/2001
0.00001
-
-
0.00001
2/27/2001
0.00001
-
-
0.00001
2/26/2001
0.00001
-
-
0.00001
2/23/2001
0.00001
-
-
0.00001
2/22/2001
0.00001
-
-
0.00001
2/21/2001
0.00001
-
-
0.00001
2/20/2001
0.00001
0.00001
0.00001
0.00001
10,000
2/16/2001
0.00001
-
-
0.00001
2/15/2001
0.00001
-
-
0.00001
2/14/2001
0.00001
-
-
0.00001
2/13/2001
0.00001
0.00001
0.00001
0.00001
60,000
2/12/2001
0.00001
-
-
0.00001
2/9/2001
0.00001
-
-
0.00001
2/8/2001
0.00001
0.00001
0.00001
0.00001
40,000
2/7/2001
0.000005
-
-
0.000005
2/6/2001
0.000005
-
-
0.000005
2/5/2001
0.000005
-
-
0.000005
2/2/2001
0.000005
-
-
0.000005
2/1/2001
0.000005
0.000005
0.000005
0.000005
20,000
1/31/2001
0.0001
0.0001
0.0001
0.0001
20,000
1/30/2001
0.000005
-
-
0.000005
1/29/2001
0.000005
-
-
0.000005
1/26/2001
0.000005
-
-
0.000005
1/25/2001
0.000005
-
-
0.000005
1/24/2001
0.000005
-
-
0.000005
1/23/2001
0.000005
-
-
0.000005
1/22/2001
0.000005
-
-
0.000005
1/19/2001
0.000005
-
-
0.000005
1/18/2001
0.000005
0.000005
0.000005
0.000005
20,000
1/17/2001
0.000005
-
-
0.000005
1/16/2001
0.000005
-
-
0.000005
1/12/2001
0.000005
-
-
0.000005
1/11/2001
0.000005
0.000005
0.000005
0.000005
20,000
1/10/2001
0.000005
0.000005
0.000005
0.000005
100,000
1/9/2001
0.000005
0.000005
0.000005
0.000005
30,000
1/8/2001
0.000005
0.000005
0.000005
0.000005
10,000
1/5/2001
0.000005
-
-
0.000005
1/4/2001
0.000005
-
-
0.000005
1/3/2001
0.000005
0.000005
0.000005
0.000005
20,000
1/2/2001
0.000005
0.000005
0.000005
0.000005
60,000
During the times material to this annual report, the Company had approximately 852 shareholders with share certificates. An additional number of shareholders maintained shares through the nominee name of Cede & Company, which is the name for shares held by the Depository Trust and Clearing Corporation. The Company believes that approximately 600 persons held shares under the nominee name at any given time during fiscal year 2001. As such, the Company estimates that it had between 1400 and 1500 shareholders during the material times.
The Company does not issue any cash dividends at the present time, and it does not anticipate the payment of cash dividends in the future.
There are not and were not equity compensation plans in place during the fiscal year 2001.
There are no securities to be issued upon the exercise of outstanding options, warrants and rights.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
As a smaller reporting company, we are not required to provide the information required by Item 301 of Regulation S-K.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
During fiscal year 2001, the Company did not have any operations or access to cash. The Company was essentially dormant. Because of the dormant nature of the Company, its capital stock is extremely volatile and illiquid. The Company is past due with its annual reports, and this could result in the Securities and Exchange Commission choosing to take action to deregister the Company. Unless the Company can locate an investor and a business opportunity, it most likely cannot continue as a going concern. This means that investors could lose all of their money that they invested into the stock. The Company had no operations, and this presents a dangerous situation to investors.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See the attached Exhibits and Annexes consisting of the financial statements and notes thereto.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
During the time period of this annual report, our Company was dormant. We did not perform the necessary audits in a timely manner. Our prior auditor, Arthur Andersen LLP, no longer operates and has not operated for several years. Because of this, in early 2010, we retained Berman W. Martinez y Asociados, of Managua, Nicaragua. BWMA is registered with the Public Company Accounting Oversight Board.
There have been no disagreements with BWMA as to the financial statements and notes thereto contained herein.
ITEM 9A(T).
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
Subsequent to the fiscal year of this report, new management has been appointed. The content of this report was created by new management, not management in place during this fiscal year.
Gary L. Steib, 58, was the sole known director and officer during the material times. Mr. Steib was the Chief Financial Officer of the Company during the time the restaurant chain existed. He began his relationship with the Company in 1994. Mr. Steib resigned on January 29, 2008.
Family Relationships: There are no other family relationships among our executive officers, directors and principal shareholders.
Audit Committee and Audit Committee Financial Expert: Our Board of Directors did not have an Audit Committee and does not have an Audit Committee Financial Expert.
Compensation Committee: Our Board of Directors did not have a Compensation Committee.
Section 16(a) Beneficial Reporting Compliance: Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's directors and executive officers, and persons who own more than 10% of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other of our equity securities. These insiders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file, including Forms 3, 4 and 5. To our knowledge, during the fiscal year there were no late filings. In fact, there were no shares issued during the fiscal year.
Code of Ethics: We have not yet adopted a Code of Ethics for our executive officers.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
During fiscal year 2001, there was no known executive compensation. The Company was dormant during this time period and there were no known payments, or agreements to pay, the executives and directors who were in place.
No shares, options, or warrants were issued to officers or directors during the fiscal year.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth as of the date of this report, certain information with respect to the beneficial ownership of our voting securities by (i) each person or group owning more than 5% of the Company’s securities, (ii) each director, (iii) each executive officer and (iv) all executive officers and directors as a group. The information presented in the table is based on 4,382,916 shares (equivalent to 438,291,600 post-split shares) in existence as of December 31, 2001.
* - less than 1%
Except as otherwise indicated each person has the sole power to vote and dispose of all shares of common stock listed opposite his name. Each person is deemed to own beneficially shares of common stock which are issuable upon exercise or warrants or options or upon conversion of convertible securities if they are exercisable or convertible within 60 days of the date of this report.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Related Transactions: During the fiscal year 2001, the Company did not enter into any related transactions.
Director Independence: The Company does not believe we have any independent directors under the definition of “independent director” set forth in the Rules of NASDAQ, Marketplace Rule 4200(a)(15).
As stated in Item 10 above, Gary L. Steib was our sole known director during the material times. We do not assert that Mr. Steib, as the sole known director, was independent in any way within the meaning of Regulation S-K or any other applicable definition. As sole director, Mr. Steib essentially maintained complete control over the company and its transactions.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
AUDIT FEES:
The following lists fees billed by Berman W. Martinez y Asociados, current auditors for the Company, for the years ended December 31, 2001 and 2000:
AUDIT COMMITTEE APPROVAL POLICIES AND PROCEDURES
During the time period of this report, the Company was dormant. It had no audit committee. Presently, the board of directors acts as the Company's Audit Committee. However, the board of directors were not members of the Company during the period in question. The present Audit Committee does not have a financial expert serving on its committee at this time due to the size and nature of the Company. All audit and non-audit services were obtained after the fiscal year in question, and were approved by the Audit Committee, which consists of the members of the board of directors which considers, among other things, the possible effect of the performance of such services on the auditors' independence. The Audit Committee approves the annual engagement of the principal independent registered public accounting firm, including the performance of the annual audit and quarterly reviews for the subsequent fiscal year, and approves specific engagements for tax services performed by such firm. The Audit Committee has also established policies and procedures for certain enumerated audit and audit related services performed pursuant to the annual engagement agreement, including services associated with SEC filings approved by the Board of Directors; review of periodic reports and other documents filed with the SEC or other documents issued in connection with filings, such as comfort letters and consents; assistance in responding to any SEC comment letters, if any; and consultations with such firm as to the accounting or disclosure treatment of transactions or events and the actual or potential impact of final or proposed rules, standards or interpretations by the SEC, Public Company Accounting Oversight Board (PCAOB), Financial Accounting Standards Board (FASB), or other regulatory or standard-setting bodies. The Audit Committee is informed of each service performed pursuant to its policies and procedures. The Audit Committee has considered the role of Berman W. Martinez y Asociados in providing services to us for the fiscal year ended December 31, 2001 and has concluded that such services are compatible with such firm's independence.
PART IV
ITEM 15
ITEM 15
EXHIBITS, FINANCIAL STATEMENTS, AND SCHEDULES
Reports on Form 8-K
None.
ACCREDITED BUSINESS CONSOLIDATORS CORP.
SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Accredited Business Consolidators Corp.
Date: March 10,
/s/ Joanna Chmielewska
Joanna Chmielewska
President and Chief Financial Officer
EXHIBIT
Berman W. Martinez y Asociados
Contadores Publicos Autorizados
Managua, February 18,
REPORT OF INDEPENDENT AUDITORS
To Members of the Board
ACCREDITED BUSINESS CONSOLIDATORS CORP.
We have audited the accompanying consolidated balance sheet of ACCREDITED BUSINESS CONSOLIDATORS as of 31 December 2001 and the related statements of income, statement of changes in equity and cash flows for the year ended 31 December 2001 and a summary of significant accounting policies and other explanatory notes.
Responsibility for the administration of the financial statements
The administration of ACCREDITED BUSINESS CONSOLIDATORS CORP. is responsible for the preparation and fair presentation of financial statements in accordance with International Accounting Standards (IAS's) issued by the International Federation of Accountants (The International Federal of Accountants IFAC). This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and submission of financial statement, which do not contain significant errors, whether due to fraud or error, as well as selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances.
Auditor liability
Our responsibility is to express an opinion on the financial statements taken as a whole. We conducted our audit with the rules of the Public Company Accounting Oversight Board (PCAOB) in the United States. These standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are presented without misstatement.
An audit involves using procedures to obtain audit evidence about the amounts and disclosures in the financial statements mentioned. The procedures selected depend on the auditor's opinion, including assessment of the risks that this statement misstatement, whether due to fraud or error. In conducting risk assessments, the auditor considers internal controls relevant to the preparation and fair presentation of ACCREDITED BUSINESS CONSOLIDATORS CORP. Financial statements, to design audit procedures that are appropriate in the circumstances, but not with the purpose of expressing an opinion on the effectiveness of internal controls of ACCREDITED BUSINESS CONSOLIDATORS CORP. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements and its explanatory notes.
We believe that the audit evidence obtained is sufficient and appropriate to provide a basis for our opinion. We have also evaluated the accompanying financial statements, notes and annexes ACCREDITED BUSINESS CONSOLIDATORS CORP. as of 31 December, 2001.
Our audit was conducted for the purpose of expressing an opinion on the financial statements attached. The information presented in Annexes I to IV, are presented for purposes of additional analysis and is not a required part of the financial statements, such information has been subjected to the auditing procedures applied to financial reporting and, in our opinion, presents fairly in all material respects, in relation to the financial statements taken as a whole.
Opinion
In our opinion the accompanying balance sheet of ACCREDITED BUSINESS CONSOLIDATORS CORP. as of 31 December 2001 and the related income statement, statement of changes in equity and cash flows for the period to 31 December 2001 and as the summary of significant accounting policies and other explanatory notes present fairy, in all material respects, the financial situation of ACCREDITED BUSINESS CONSOLIDATORS CORP., in accordance with International Generally Accepted Accounting Principles.
Emphasis on the Warning
The financial statements have been prepared assuming the Company will continue as a going concern. As discussed in the notes to the financial statements, the company has no money, no assets or income. This raises substantial doubt about its ability to continue as a going concern.
The financial statements do not include any adjustments that might result from the outcome of this uncertainty. We also note that we rely on the representations of current management of ACCREDITED BUSINESS CONSOLIDATORS CORP. and the fact that the company was dormant. We found no record to review or verify transactions.
It is understood that this report is only for information and use of the management of ACCREDITED BUSINESS CONSOLIDATORS CORP., however, once authorized by the Board, is a matter of public record and its distribution is not restricted.
/s/ Berman W. Martinez Martinez
Authorized Public Accountant
Direccion Rubenia C28 Telefono [505] 22222198 - 22663124 Fax 22223032 Apartado: 1488
Miembro de la Camara Nicaraguense de Contadores Publicos y Consultores
ANNEX I
ACCREDITED BUSINESS CONSOLIDATORS CORP.
BALANCE SHEET
December 31,
Expressed in Dollars
The accompanying notes are an integral part of the financial statements.
ANNEX II
ACCREDITED BUSINESS CONSOLIDATORS CORP.
STATEMENTS OF OPERATIONS
December 31, 2001
Expressed in Dollars
The accompanying notes are an integral part of the financial statements.
ANNEX III
ACCREDITED BUSINESS CONSOLIDATORS CORP.
CASH FLOW STATEMENTS
At December 31, 2001
Expressed in Dollars
The accompanying notes are an integral part of the financial statements.
------------
ANNEX IV
ACCREDITED BUSINESS CONSOLIDATORS CORP.
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED AT 31 DECEMBER
Note 1. SUMMARY OF ACCOUNTING POLICIES
Organization and business
Accredited Business Consolidators Corp. (the “Company” or “Accredited”) was organized in 1990 under the name Fornello USA Inc. Accredited finally changed its name to The Italian Oven, Inc., to reflect the operation of various Italian restaurants. However, in October, 1996, the company had no funds to sustain itself, and filed for protection under Chapter 11 of the Federal Bankruptcy Code, presented a plan to the Bankruptcy Court, which stripped [it] of all assets, including intellectual property, the plan provided no payment to shareholders, but did not cancel or terminate the common shares of the company. The Bankruptcy Court of the United States for the Western District of Pennsylvania approved the bankruptcy plan and on 17 July 1998, the company emerged from bankruptcy.
After the company emerged from bankruptcy, and until 31 December 2001, the company did not conduct any business. It had no operations or assets. Instead, it simply remained dormant while the administration sought an opportunity for its shareholders. The Company has no restaurants and is not affiliated with the restaurants that bear [its] name.
Basis of presentation and the ongoing uncertainty
The financial statements have been prepared in accordance with accounting principles generally accepted in the United States. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, income statement, and cash flows of the Company for all periods presented have been made. Specifically, during the relevant time periods, the company had no operations or assets, and no accumulated debt.
Certain information and disclosures in the notes are included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted. The results of operations for the current fiscal quarter are not necessarily indicative of the operating results expected for any subsequent fiscal year.
The financial statements of the Company have been prepared assuming the Company will continue as a going concern. However, the company has no assets or working capital and no business operations. These conditions, among others, give rise to serious doubts about the ability of the Company to continue as a going concern. There is no guarantee that the measures taken by the management will meet all of 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 and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts [of] income and expenses during the reporting period. Actual results could differ from those estimates.
Note 2. RELATED PARTY TRANSACTIONS
Since at least 2000, Gary L. Steib was the sole officer of the company, however, did not own a control position of the company, and he owned less than 1% of the outstanding shares of Accredited Business Consolidators Corp.
There have been no transactions or securities transactions by the control person during the times material to this report.
Note 3. COMMITMENTS AND CONTINGENCIES
As of 31 December 2001, the Company is not subject to contingencies or commitments or obligations under lease commitments.
Note 4. GOING CONCERN
At 31 December 2001, the Company has no 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. Continuation of the company as a going concern depends on obtaining additional working capital. In addition, the Company has no business model, no business plan, and no business. Basically, the Company will remain inactive until financing is obtained and/or management creates a business plan or find a merger partner.
EXHIBIT 23
Berman W. Martinez y Asociados
Contadores Publicos Autorizados
PCAOB REGISTERED
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the use, in the statement on Form 10K of Accredited Business Consolidators Corp. of our report dated February 18, 2010, on our audit of the financial statements of Accredited Business Consolidators Corp. as of December 31, 2001 and the related statements of operations, stockholders' equity and cash flows for the year ended December 31, 2001 and the reference to us as experts or auditors.
/S/ BERMAN W. MARTINEZ MARTINEZ --------------------------------- Berman W. Martinez Martinez Authorized Public Accountant Managua, Nicaragua February 18, 2010
EXHIBIT 31.1
CERTIFICATIONS
I, Joanna Chmielewska, certify that:
1. I have reviewed this Annual on Form 10-K of Accredited Business Consolidators Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. I am presently responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a - 15(f) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, except that in this instance I was not an officer at the time the data was accumulated in this report and based the information on third party information obtained from prior officers and their legal counsel, of which I believe to be true;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation, but note that I was not an officer at the time period in this report and based the information on data received from the company’s prior officers; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: January 18,
/s/ Joanna Chmielewska
Joanna Chmielewska
President and Chief Financial Officer
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. § 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-K of Accredited Business Consolidators Corp. (the “Company”) for the 2001 fiscal year, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned President, and sole financial officer of the Company, certifies, to the best of her knowledge, information, and belief of the signatory, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:
(1) The Report complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Joanna Chmielewska
President and Chief Financial Officer
Date: March 10,