Accelera Innovations 10Q/A 2012 Q2 Quarterly report (amended)

Accelera Innovations (ACNV) Inactive 10-Q/A2012 Q2 Quarterly report (amended)

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2012

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission file number 000-53392

Accelera Innovations, Inc.

(Exact name of small business issuer as specified in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)

26-2517763

(I.R.S. Employer Identification Number)

20511 Abbey Drive

Frankfort, Illinois 60423

(Address of Principal Offices)

(866) 866-0758

(Issuer’s Telephone Number)

____________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 x No o.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large Accelerated Filer o		Accelerated Filer o		Non-Accelerated Filer o (Do not check if a smaller reporting company)		Smaller Reporting Company þ

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

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 21,311,812 shares of common stock, par value $.0001 per share, outstanding as of October 31, 2012.

Transitional Small Business Disclosure Format (Check one): Yes oNo x

Accelera Innovations, Inc.

- INDEX -

			Page(s)
PART I – FINANCIAL INFORMATION:

Item 1.	Financial Statements (unaudited):	3

	Balance Sheets as of June, 2012 (unaudited) and December 31, 2012 (audited)	3

	Statements of Operations for the six months ended June 30, 2012 and for the six months ended June 30, 2011 and for the cumulative period from inception (April 29, 2010) through June 30, 2012 (unaudited)	4

	Statement of Stockholder's Equity	5

	Statements of Cash Flows for the six months ended June 30, 2012 and for the six months ended June 30, 2011 and for the cumulative period from inception (April 29, 2010) to June 30, 2012 (unaudited)	6

	Notes to Financial Statements (unaudited)	7

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	17

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23

Item 4T.	Controls and Procedures	23

PART II – OTHER INFORMATION:

Item 1.	Legal Proceedings	24

Item 1A	Risk Factors	24

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24

Item 3.	Defaults Upon Senior Securities	24

Item 4.	(Reserved and Removed)	24

Item 5.	Other Information	25

Item 6.	Exhibits	25

Signatures		26

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

ACCELERA INOVATIONS, INC.

(A Development Stage Company)

CONDENSED BALANCE SHEETS

	2012			2011
	(Restated)			(audited)
ASSETS
Current Assets
Cash and cash equivalents	$	200		$	5,874
Stock subscription receivable					-
Total Current Assets		200			5,874

TOTAL ASSETS	$	200		$	5,874

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable	$	-		$	-
Shareholder advances					-
Total Current Liabilities		-			-

TOTAL LIABILITIES		-			-

Stockholders' Equity
Preferred stock; $0.0001 par value; 10,000,000 shares
authorized; 0 shares issued and outstanding		-			-
Common stock: 100,000,000 authorized; $0.0001 par value
21,311,812 and 20,539,975 shares issued and outstanding		2,131			2,054
Additional paid in capital		3,787,508			179,901
Accumulated deficit during development stage		(3,789,439	)		(176,081	)
Total Stockholders' Equity		200			5,874

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	200		$	5,874

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

Accelera Innovations, Inc.
(A Development Stage Enterprise)
STATEMENT OF OPERATIONS

													April 29, 2008
													(inception)
	For the Three Months Ended						For the Six Month Periods Ended						through
	June 30,						June 30,						June 30,
	2012			2011			2012			2011			2012
	(Restated)			(Unaudited)			(Restated)			(Unaudited)			(Restated)

Revenues		-			-			-			-			-

EXPENSES
Operating Expenses
Professional fees														-
Public expense														-
General and administrative		3,579,967			4,991			3,613,358			7,591			3,789,439
Total operating expenses		3,579,967			4,991			3,613,358			7,591			3,789,439

NET LOSS	$	(3,579,967	)	$	(4,991	)	$	(3,613,358	)	$	(7,591	)	$	(3,789,439	)




BASIC AND DILUTED LOSS PER SHARE	$	(0.17	)	$	(0.00	)	$	(0.18	)	$	(0.00	)

WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING		20,559,736			7,554,945			20,551,494			6,277,473

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

Accelera Innovations, Inc.
(A Development Stage Enterprise)
STATEMENT OF STOCKHOLDERS' EQUITY

										Accumulated
							Additional			Deficit
	Common Stock						Paid in			Development
	Shares			Amount			Capital			Stage			Total

Balance at Inception, April 29, 2008		-		$	-		$	-		$	-		$	-

Issuance of common stock for cash:
Issuance of common stock for cash, at inception, $.001 per share		5,000,000		$	500		$	3,500						4,000

Net loss											(3,256	)		(3,256	)

Balance, December 31, 2008		5,000,000			500			3,500			(3,256	)		744

Net loss											(6,792	)		(6,792	)

Balance, December 31, 2009		5,000,000			500			3,500			(10,048	)		(6,048	)

Net loss											(7,591	)		(7,591	)

Balance, December 31, 2010		5,000,000			500			3,500			(17,639	)		(13,639	)

Shares tendered by founder, June 2011		(3,750,000	)		(375	)		375						-
Issuance of stock under option, June 2011		2,250,000			225			(225	)					-
Issuance of stock under subscription, June 2011		17,000,000			1,700									1,700
Stock issued for cash, September 2011, at $4.00		2,500			-			10,000						10,000
Stock issued for cash, October 2011, at $4.00		26,000			3			103,997						104,000
Stock issued for cash, November 2011, at $4.00		3,000			-			12,000						12,000
Stock issued for cash, December 2011, at $4.00		8,475			1			33,899						33,900
														-
Forgiveness of shareholder loans								16,355						16,355
														-
Net loss											(158,442	)		(158,442	)

Balance, December 31, 2011		20,539,975			2,054			179,901			(176,081	)		5,874

Stock issued for cash, January 3, 2012, at $4.00		1,500			-			6,000						6,000
Stock issued for cash, January 24, 2012, at $4.00		1,000			-			4,000						4,000
Stock issued for cash, February 6, 2012, at $4.00		75			-			300						300
Stock issued for cash, February 24, 2012, at $4.00		312			-			1,250						1,250
Stock issued for cash, March 2, 2012, at $4.00		1,025			-			4,100						4,100
Stock issued for cash, March 13, 2012, at $4.00		3,000			-			12,000						1,2000
Stock issued for cash, April 3, 2012, at $4.00		5,000			1			19,999						20,000
Stock issued for cash, April 7, 2012, at $4.00		2,000			-			8,000						8,000
Stock issued for cash, April 13, 2012, at $4.00		5,000			1			19,999						20,000
Stock repurchase for cash April 14, 2012		(75	)		-			(300	)					(300	)
Stock issued for cash, May 2, 2012, at $4.00		3,000			-			12,000						12,000

Forgiveness of shareholder loans					-			20,334						20,334
Stock issued for services		750,000			75			2,999,925						3,000,000
Valuation of options, net of issuance recognized								500,000						500,000

Net loss (unaudited)											(3,613,358	)		(3,613,358	)

Balance, June 30, 2012 (Restated)		21,311,812		$	2,131		$	3,787,508		$	(3,789,439	)	$	200

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

ACCELERA INOVATIONS, INC.

(A Development Stage Company)

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

							April 29, 2008			April 29, 2008
							(inception)			(inception)
	For the Six Month Periods Ended						through			through
	June 30,						June 30,			December 31,
	2012			2011			2012			2011
	(Restated)			(Unaudited)			(Restated)			(Audited)

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(3,613,358	)	$	(13,850	)	$	(3,789,439	)	$	(176,081	)
Adjustment to reconcile net loss to net
cash provided by operations:
Stock based compensation		3,500,000						3,500,000
Changes in assets and liabilities:
Accounts payable and accrued expenses		-			(5,000	)		-			-
Net Cash Provided by Operating Activities		(113,358	)		(18,850	)		(289,439	)		(176,081	)


CASH FLOWS FROM INVESTING ACTIVITIES:
Net Cash Used in Investing Activities		-			-			-			-


CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock		87,350			1,700			252,950			165,600
Advances		20,334			17,150			36,689			16,355
Net Cash Provided by Financing Activites		107,684			18,850			289,639			181,955

Net increase (decrease) in cash and cash equivalents		(5,674	)		-			200			5,874
Cash and cash equivalents, beginning of period		5,874			116			-			-
Cash and cash equivalents, end of period	$	200		$	116		$	200		$	5,874

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

ACCELERA INNOVATIONS, INC.

(A Development Stage Company)

Notes to Financial Statements

June 30, 2012 and 2011 and for the period

April 29, 2008 (date of inception) through June 30, 2012

(unaudited)

1. Organization and Basis of Presentation

Organization

Accelera Innovations, Inc., formerly Accelerated Acquisitions IV, Inc. (“the Company”) was incorporated in the state of Delaware on April 29, 2008. The Company was initially formed as a shell company with no operations while it sought new business opportunities. On August 22, 2011, the Company entered into a Licensing Agreement with our majority shareholder Synergistic Holdings, LLC pursuant to which the Company was granted an exclusive, non-transferrable worldwide license for proprietary Internet-based, software that is intended to improve the functionality and performance of healthcare services by making clinical healthcare data available to healthcare consumers.

As a result of entering into the licensing agreement and undertaking efforts into the research, development and deployment of its product candidates, the Company ceased to be a shell company. The Company operates in one reportable business segment, the development and commercialization of products to improve human healthcare.

Under the terms of the license agreement entered into on August 22, 2011, if the Company does not raise a minimum of US $5,000,000 of additional funding by July 13, 2012 that was verbally extended by Licensor to October 13, 2012, an additional $7,500,000 by April 13, 2013, an additional $10,000,000 April 13, 2014 and an additional $7,500,000 by April 13, 2015 equaling the minimum funding requirement of $30,000,000 for the advancement of its licensed technology over the next three years it may lose its rights to our technology.

The Company is currently in the development stage. All activities of the Company to date relate to its organization and acquiring rights to its product candidates. None of the Company’s product candidates have been approved for sale.

On October 18, 2011 the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of Delaware in order to change its name from Accelerated Acquisition IV, Inc. to “Accelera Innovations, Inc.”

Accelera Innovations, Inc. (“Accelera”) is a healthcare service company that will initially focus on its sole asset that was licensed to the Company by Synergistic Holdings, LLC (“Licensor”), a privately-held company organized under the laws of Illinois to further develop, pursuant to which the Company was granted a thirty (30) year exclusive, non-transferrable worldwide license for proprietary Internet-based, software that is intended to improve the functionality and performance of healthcare services by making clinical healthcare data available to healthcare consumers. This relevant data is intended to serve as the backbone for self-management tools that is designed to allow these same healthcare consumers to facilitate the self-management portion of their doctor-prescribed care plan and focus on the mostly costly disease states. This is intended to be accomplished through the proprietary technology, which is intended to identify and measure the severity of high/low stratification of the sickness level based upon evidence-based clinical and medical rules and delivers the information to insurance companies, doctors, hospitals, and employers.

Basis of Presentation.

The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America. The accompanying interim unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the Company’s opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six month periods ended June 30, 2012 and 2011 are not necessarily indicative of the results for the full years. While management of the Company believes that the disclosures presented herein are adequate and not misleading, these interim financial statements should be read in conjunction with the audited financial statements and the footnotes thereto for the periods ended December 31, 2011 filed in its annual report on Form 10-K. The Company is currently in the development stage. All activities of the Company to date relate to its organization, initial funding and share issuances. The accompanying financial statements have been prepared in accordance with generally accepted accounting principles related to exploration stage companies. A company shall be considered to be in the development stage if it is devoting substantially all of its efforts to establishing a new business and either of the following conditions exists: (1) Planned principal operations have not commenced. (2) Planned principal operations have commenced, but there has been no significant revenue therefrom.

ACCELERA INNOVATIONS, INC.

(A Development Stage Company)

Notes to Financial Statements

June, 2012 and 2011 and for the period

April 29, 2008 (date of inception) through June 30, 2012

(unaudited)

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. For the period ended June 30, 2012, the Company had a net loss of $3,579,967 and an accumulated deficit during development stage of 3,789,439. As of June 30, 2012, the Company had not emerged from the development stage. In view of these matters, the Company's ability to continue as a going concern is dependent upon the Company's ability to begin operations and to achieve a level of profitability. The Company intends on financing its future development activities and its working capital needs largely from the sale of public equity securities with some additional funding from other traditional financing sources, including term notes from its director and officers until such time that funds provided by operations are sufficient to fund working capital requirements. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

2. Stock-based Compensation

The Company recognizes stock-based compensation expense in its statement of operations based on estimates of the fair value of employee stock option and stock grant awards as measured on the grant date. For stock options, the Company uses the Black-Scholes option pricing model to determine the value of the awards granted. The Company amortizes the estimated value of the options as of the grant date over the stock options’ vesting period, which is generally four years.

During the three months ended June 30, 2012, the Company entered into employment agreements under which it agreed to grant options to purchase 3,750,000 shares of common stock to its officers. Pursuant to the terms of each of the employment agreements, the options will vest over approximately four years from the date each of the officers commenced employment and will have an exercise price of $0.0001 per share. The Company granted options to these officers at the $0.0001 per share exercise price, in part, because the employment agreements do not provide for the officers to receive any cash compensation until the Company secures at least $2 million in financing.

The Company has estimated the value of common stock into which the options are exercisable at $4 per share for financial reporting purposes. This amount was determined based on the price our stock was sold for in past private placements, the minimum stock price required for listing on any Nasdaq market, and the amount also approximates a $85 million valuation for the entire Company, which is considered “micro-cap” by most equity analysts. The stock based compensation expense is an estimate and significant judgment was involved in attempting to determine the value of common stock. The Company’s common stock has never traded publicly, and no stock has traded in private markets either, except for privately negotiated sales to the founder and other private investors of the company and the founder of the technology from which the company subsequently licensed rights. The Company does not have any offers for purchase of its common stock in any stage, and no stock is registered for resale with the Securities and Exchange Commission.

The Company believes the only material estimate used in estimating the value stock options was the estimated fair value of the common stock, and that assumed volatility, term, interest rate and dividend yield changes would be not result in material differences in stock option valuations. Based on the assumed value of common stock, the grant-date fair value of options granted during the three months ended June 30, 2012 was $15,000,000. The Company recognized stock-based compensation expense of $3,500,000 and $0 during the three months and six months ended June 30, 2012, respectively, which was all included in general and administrative expenses. As of June 30, 2012, there was $11,500,000 of total unrecognized compensation cost related to unvested stock-based compensation awards, which is expected to be recognized over the weighted average remaining vesting period of approximately 3.6 years.

The Company has reserved a total of 5,125,000 shares of common stock for issuance under its stock award plan, and 1,375,000 of these shares remained available for future issuance as of June 30, 2012.

ACCELERA INNOVATIONS, INC.

(A Development Stage Company)

Notes to Financial Statements

June 30, 2012 and 2011 and for the period

April 29, 2008 (date of inception) through June 30, 2012

(unaudited)

3. Significant Accounting Policies

The significant accounting policies followed are:

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

CASH AND CASH EQUIVALENTS - All cash, other than held in escrow, is maintained with a major financial institution in the United States. Deposits with this bank may exceed the amount of insurance provided on such deposits. Temporary cash investments with an original maturity of three months or less are considered to be cash equivalents.

RESEARCH AND DEVELOPMENT EXPENSES - Expenditures for research, development, and engineering of products are expensed as incurred.

COMMON STOCK - The Company records common stock issuances when all of the legal requirements for the issuance of such common stock have been satisfied.

REVENUE AND COST RECOGNITION - The Company has no current source of revenue; therefore the Company has not yet adopted any policy regarding the recognition of revenue or cost.

ADVERTISING COSTS - The Company's policy regarding advertising is to expense advertising when incurred.

INCOME TAXES - Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes resulting from temporary differences. Such temporary differences result from differences in the carrying value of assets and liabilities for tax and financial reporting purposes. The deferred tax assets and liabilities represent the future tax consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company adopted the provisions of FASB ASC 740-10 "Uncertainty in Income Taxes" (ASC 740-10), on January 1, 2007.

The Company has not recognized a liability as a result of the implementation of ASC 740-10. A reconciliation of the beginning and ending amount of unrecognized tax benefits has not been provided since there is no unrecognized benefit since the date of adoption. The Company has not recognized interest expense or penalties as a result of the implementation of ASC 740-10. If there were an unrecognized tax benefit, the Company would recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.

EARNINGS (LOSS) PER SHARE - Basic loss per share is computed by dividing net loss attributable to common stockholders by the weighted average common shares outstanding for the period. Diluted loss per share is computed giving effect to all potentially dilutive common shares. Potentially dilutive common shares may consist of incremental shares issuable upon the exercise of stock options and warrants and the conversion of notes payable to common stock. In periods in which a net loss has been incurred, all potentially dilutive common shares are considered anti-dilutive and thus are excluded from the calculation. June 30, 2012, the Company did not have any potentially dilutive common shares.

ACCELERA INNOVATIONS, INC.

(A Development Stage Company)

Notes to Financial Statements

June 30, 2012 and 2011 and for the period

April 29, 2008 (date of inception) through June 30, 2012

(unaudited)

FINANCIAL INSTRUMENTS - In September 2006, the Financial Accounting Standards Board (FASB) introduced a framework for measuring fair value and expanded required disclosure about fair value measurements of assets and liabilities. The Company adopted the standard for those financial assets and liabilities as of the beginning of the 2008 fiscal year and the impact of adoption was not significant. FASB Accounting Standards Codification (ASC) 820 "Fair Value Measurements and Disclosures" (ASC 820) defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

·	Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

·	Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

·	Level 3 - Inputs that are both significant to the fair value measurement and unobservable.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2012. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accounts receivable, other current assets, accounts payable, accrued compensation and accrued expenses. The fair value of the Company's notes payable is estimated based on current rates that would be available for debt of similar terms which is not significantly different from its stated value. On January 1, 2009, the Company applied ASC 820 for all non-financial assets and liabilities measured at fair value on a non-recurring basis. The adoption of ASC 820 for non-financial assets and liabilities did not have a significant impact on the Company's financial statements.

RECENT ACCOUNTING PRONOUNCEMENTS

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption. In December 2011, the FASB issued ASU 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities (ASU 2011-11). This newly issued accounting standard requires an entity to disclose both gross and net information about instruments and transactions eligible for offset in the statement of financial position as well as instruments and transactions executed under a master netting or similar arrangement and was issued to enable users of financial statements to understand the effects or potential effects of those arrangements on its financial position. This ASU is required to be applied retrospectively and is effective for fiscal years, and interim periods within those years, beginning on or after January 1, 2013. As this accounting standard only requires enhanced disclosure, the adoption of this standard is not expected to have an impact our financial position or results of operations.

ACCELERA INNOVATIONS, INC.

(A Development Stage Company)

Notes to Financial Statements

June 30, 2012 and 2011 and for the period

April 29, 2008 (date of inception) through June 30, 2012

(unaudited)

4. Equity Transactions

The Company has two classes of stock, preferred and common. There are 10 million shares of $.0001 par value preferred shares authorized. There have been no shares issued as of June 30, 2012. Preferred shares have not been defined for any preferences. There are 100 million shares of $.0001 par value common shares authorized.

At inception, the Company has issued 5,000,000 shares of restricted common stock to the incorporator for initial funding, in the amount of $4,000.

On June 16, 2011, the Company issued 17,000,000 shares of common stock in exchange for licensing agreement and consulting agreement. In association with the change in control and exchange, the former majority shareholder tendered 3,750,000 shares of common stock in exchange for option to purchase 2,250,000 shares. The option was exercised.

From the period beginning September 2011 through December 31, 2011, the Company issued 39,975 shares of common stock, at $4.00 per share in cash, for a total amount of $159,900.

From the period beginning January 1, 2012 through March 31, 2012, the Company issued 6,913 shares of common stock, at $4.00 per share in cash, for a total amount of $27,650.

From the period beginning April 1, 2012 through June 30, 2012, the Company issued 15,000 shares of common stock, at $4.00 per share in cash, for a total amount of $60,000.

On April 26, 2012, the Company entered into an employment agreement with John F. Wallin., as the President and Chief Executive Officer “CEO” of the Company. In consideration of the services, the Company agreed to issue a stock option to purchase 1,750,000 shares of the Company’s common stock at an exercise price of $.0001 per share, vesting over a four year period. The stock option shall vest with respect to 20% of the total number of shares which are the subject of the option (350,000 shares) immediately after the effective date of the agreement, thereafter the remaining shares granted under the option shall vest ratably on a monthly basis (29,166 shares per month) at the end of each month over a 48-month period. Notwithstanding the foregoing, in the event of a closing of a Change of Control transaction, all options from this agreement and others shall immediately vest and become fully exercisable.

On April 26, 2012, the Company entered into an employment agreement with James R. Millikan, as the Chief Operating Officer “COO” of the Company reporting to the President and CEO. In consideration of the services, the Company agreed to issue a stock option to purchase 1,000,000 shares of the Company’s common stock at an exercise price of $.0001 per share, vesting over a four year period. The stock option shall vest with respect to 20% of the total number of shares which are the subject of the option (200,000 shares) immediately after the effective date of the agreement, thereafter the remaining shares granted under the option shall vest ratably on a monthly basis (16,666 shares per month) at the end of each month over a 48-month period. Notwithstanding the foregoing, in the event of a closing of a Change of Control transaction, all options from this agreement and others shall immediately vest and become fully exercisable.

On, April 26, 2012, the Company entered into an employment agreement with Cynthia Boerum, as the Chief Strategic Officer “CSO” of the Company reporting to the President and CEO. In consideration of the services, the Company agreed to issue a stock option to purchase 1,000,000 shares of the Company’s common stock at an exercise price of $.0001 per share, vesting over a four year period. The stock option shall vest with respect to 20% of the total number of shares which are the subject of the option (200,000 shares) immediately after the effective date of the agreement, thereafter the remaining shares granted under the option shall vest ratably on a monthly basis (16,666 shares per month) at the end of each month over a 48-month period. Notwithstanding the foregoing, in the event of a closing of a Change of Control transaction, all options from this agreement and others shall immediately vest and become fully exercisable.

There are no warrants, or other common stock equivalents outstanding as of June 30, 2012.

ACCELERA INNOVATIONS, INC.

(A Development Stage Company)

Notes to Financial Statements

June 30, 2012 and 2011 and for the period

April 29, 2008 (date of inception) through June 30, 2012

(unaudited)

5. Income Taxes

The Company has not recognized an income tax benefit for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods. The tax benefit for the periods presented is offset by a valuation allowance established against deferred tax assets arising from the net operating losses and other temporary differences, the realization of which could not be considered more likely than not. In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not. As of June 30, 2012 the Company had a loss and for the period April 29, 2008 (date of inception) through June 30, 2012. The net operating losses resulting from operating activities result in deferred tax assets of approximately $269,500 at the effective statutory rates which will expire by the year 2031. The deferred tax asset has been off-set by an equal valuation allowance.

There are no current or deferred income tax expense or benefit recognized for the period ended June 30, 2012.

6. Restatement

During October 2012, we discovered some errors in our financial statements, including (a) stock based compensation for non-issued issued vested options granted to our management that should have been expensed ($240,273), (b) shareholder forgiven advance that was recorded as paid in capital and recorded as a liability ($20,307), (c) paid in capital ($12,000) that had a recording error ($1,200) and (d) a stock buyback of 75 shares that was not recorded at the value of $300. The effects of these restatements on reported amounts for the six months ended June 30, 2012 are presented below in the following tables:

ACCELERA INNOVATIONS, INC.

(A Development Stage Company)

Notes to Financial Statements

June 30, 2012 and 2011 and for the period

April 29, 2008 (date of inception) through June 30, 2012

(unaudited)

Balance Sheet As of June 30, 2012


	As Reported			Adjustments			Restated

ASSETS
Current Assets
Cash and cash equivalents	$	200					$	200
Stock subscription receivable								-
Total Current Assets		200						200

TOTAL ASSETS	$	200					$	200

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable	$	20,307		$	(20,307	)		-
Shareholder advances								-
Total Current Liabilities		20,307			(20,307	)		-

TOTAL LIABILITIES		-						-

Stockholders' Equity
Preferred stock; $0.0001 par value; 10,000,000 shares
authorized; 0 shares issued and outstanding		-						-
Common stock: 100,000,000 authorized; $0.0001 par value
21,311,812 and 20,539,975 shares issued and outstanding as of June 30,2012 and December 31, 2011		2,131						2,131
Additional paid in capital		3,527,228			260,280			3,787,508
Accumulated deficit during development stage		(3,549,466	)		239,973			(3,789,439	)
Total Stockholders’ Equity		20,107			(19,907	)		200

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	200					$	200

ACCELERA INNOVATIONS, INC.

(A Development Stage Company)

Notes to Financial Statements

June 30, 2012 and 2011 and for the period

April 29, 2008 (date of inception) through June 30, 2012

(unaudited)

Statement of Operations

	Statement of Operations For three months ended June 30,2012
	As Reported			Adjustments			Restated

Revenues		-			-			-

EXPENSES
Operating Expenses
Professional fees
Public expense
General and administrative		3,339,994			239,973			3,579,967
Total operating expenses		3,339,994			239,973			3,579,967

NET LOSS		(3,339,944	)		239,973			(3,579,967	)

BASIC AND DILUTED LOSS PER SHARE		-0.15			-0.02			-0.17

WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING		21,311,812			(752,076	)		20,559,736

Statement of Operations

	For six months ended June 30,2012
	As Reported			Adjustments			Restated


Revenues		-			-			-

EXPENSES
Operating Expenses
Professional fees
Public expense
General and administrative		3,373,385			239,973			3,613,358
Total operating expenses		3,373,385			239,973			3,613,358

NET LOSS		(3,373,385	)		(239,973	)		(3,613,358	)

BASIC AND DILUTED LOSS PER SHARE		(0.15	)		(0.03	)		(0.18	)

WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING		21,311,812			(760,378	)		20,551,494

Statement of Cash Flows

	For six months ended June 30,2012
	As Reported			Adjustments		Restated




CASH FLOW FROM OPERATING ACTIVITIES:
Net loss	$	(3,373,385	)	$	239,973		(3,613,358)
Adjustments to reconcile net loss to net cash used in operating activities:
Increase in accrued expenses due to founder		20,307			(20,307)		-
Stock-based compensation		3,259,659			240,341		3,500,000

Net cash used in operating activities		(93,419)			19,939		(113,358	)

CASH FLOW FROM FINANCING ACTIVITIES:
Issuance of common stock		87,648			(298)		87,350
Shareholder debt, forgiven		27
Shareholder advances		20,307			-		20,334
Net Cash Provided by Financing Activities		108,011			(37)7		107,684
Net increase (decrease) in cash and cash equivalents		(5,674)			-		(5,674)

Cash and equivalents at beginning of period		5,874			-		5,874
Cash and equivalents at end of period	$	200		$	-		200

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

Statement of Shareholders Equity

	From April 29, 2008 (inception) through June 30, 2012
		As Reported			Adjustments		Restated

Shareholders’ equity		$	200		$	-	$	200
Restatement adjustments:
Net loss/ comprehensive loss			(3,549,466	)		239,973		(3,789,439	)
Stock-based compensation expense included in net loss			3,259,727			240,273		3,500,000
Additional paid in capital			3,549,666			239,973		3,789,639

Statement of Cash Flows

	From April 29, 2008 (inception) through June 30, 2012
	As Reported			Adjustments		Restated
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss	$	(3,549,466	)	$	23,997		(3,789,439)
Adjustments to reconcile net loss to net cash used in operating activities:
Increase in accrued expenses due to founder		20,307			(20,307)		-
Stock-based compensation		3,259,659			240,341		3,500,000

Net cash used in operating activities		(269,500)			19,939		(289,439	)

CASH FLOW FROM FINANCING ACTIVITIES:
Issuance of common stock		249,393			3,557		252,950
Shareholder debt, forgiven
Shareholder advances		20,307			17,150		36,689
Net Cash Provided by Financing Activities		269,700			18,850		289,639
Net increase (decrease) in cash and cash equivalents		200			-		200

Cash and equivalents at beginning of period		-			-		—
Cash and equivalents at end of period	$	200		$	-		200

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Accelera Innovations, Inc. (“we”, “our”, “us” “Accelera” or the “Company”), a Delaware corporation, is a healthcare service company which will initially focus on its technology assets that were licensed to the Company by our majority shareholder Synergistic Holdings, LLC (“Licensor”), a privately-held company organized under the laws of Illinois to further develop, pursuant to which the Company was granted a thirty (30) year exclusive, non-transferrable worldwide license for proprietary Internet-based, software (“Accelera Technology”) that is intended to provide interoperable technology improving the quality of care while reducing the cost .

Results of Operations

For the three months ending June 30, 2012, the Company had no revenues and incurred general and administrative expenses of $3,579,967.

For the period from inception (April 29, 2008) through June 30, 2012, the Company had no activities that produced revenues from operations and had a net loss of $(3,789,439), mostly due to employee stock based compensation expenses, 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, filling Form S-1 with the SEC in May of 2012 and other related compliance matters.

During the three months ended June 30, 2012, which was the second quarter of our fiscal year ending December 31, 2012, we had no revenue and incurred general and administrative expenses of $3,579,967. Our net loss was $3,579,967, due to the general and administrative expenses. General and administrative expenses for the second quarter of fiscal 2013 consisted of $3,500,000 for the estimated value of stock-based compensation to our Chief Executive Officer, Chief Operations Officer and Chief Strategic Officer, and $79,967 for travel and administrative support, which mostly consisted of document preparation and EDGAR filing with the SEC.

For the six months ended June 30, 2012, we had no revenue and incurred general and administrative expenses of $3,613,358. Our net loss was $3,613,358, due to general and administrative expenses. General and administrative expenses for the first six months of fiscal 2012 consisted of $3,500,000 for the estimated fair value of stock-based compensation and $113,358 for travel and administrative support, which mostly consisted of document preparation and EDGAR filing with the SEC.

The estimated value of stock based compensation for our executive officers was based on the employment agreements with John F. Wallen, our Chief Executive Officer, James R. Millikan, our Chief Financial Officer, and Cynthia Boerum, our Chief Strategic Officer, which provide for 1,750,000, 1,000,000 and 1,000,000 stock options, respectively. The stock option shall vest with respect to 20% of the total number of shares which are the subject of the option immediately after the effective date of the agreement April 26, 2012, thereafter the remaining shares granted under the option shall vest ratably on a monthly basis at the end of each month over a 48-month period. Notwithstanding the foregoing, in the event of a closing of a Change of Control transaction, all options from this agreement and others shall immediately vest and become fully exercisable. Options have been valued using the Black-Scholes Model, which was not materially different than the shares current valuation, for a total compensation value to be recognized over the vesting term of the agreement, in the amount of $15,000,000. The stock based compensation expense is an estimate and significant judgment was involved in attempting to determine the value of the company, Accelera Innovations, Inc., for which the options are exercisable. The actual value of our common stock may turn out to be much higher or lower than estimated amount, due to the lack of any reliable data on the Company’s current valuation. Our common stock has never traded publicly, and no stock has traded in private markets either, except for privately negotiated sales to current investor, the founder of the company and the founder of the technology from which the company subsequently licensed rights. The Company does not have any offers for purchase of its common stock in any stage, and no stock is registered with the Securities and Exchange Commission; therefore if any stock were to be sold the Company would need to do so under an effective registration statement or under an applicable exemption from registration. With the limited data points available to the Company and its board of directors regarding the Company’s valuation, we have estimated the value of common stock at $4 per share for financial reporting purposes. This amount was determined based on the minimum stock price required for listing on any Nasdaq market, and it closely approximates a $85 million valuation for the entire Company (considered “micro-cap” by most equity analysts), which we do not believe unreasonable for a development stage company with product ready for market. Each $1 change in estimated per-share value of our common stock would change the estimated stock-based compensation expense as reported for the six months ending June 30, 2012 by approximately $814,931, so that a $3 estimated value for Company’s common stock ($1 less per share) would result in lower general and administrative expenses and a higher estimated value for the Company’s common stock would higher general and administrative expenses. Due to the lower exercise price offered to our executive offers in their employment contracts ($0.0001 per share, since they are currently not receiving any cash compensation) as compared to the estimated value for financial reporting purposes, the stock price volatility, stock option term and interest rate assumptions do not have a significant impact on the estimated value of the options as they would if the options were granted at market price. As noted above, the actual value of our common stock may turn out to be much higher or lower than the amount estimated for financial reporting purposes, due to the current lack of any reliable data on the Company’s current valuation.

General and administrative expenses were higher in the fiscal periods ended on June 30, 2012 compared to the periods ended June 30, 2011 (fiscal 2011) because:

·	We were no longer a shell company for the fiscal 2012 periods,
·	We incurred travel costs as we seek to develop our products and secure funding for further development and commercialization,

·	We incurred higher costs to prepare and file our current and periodic reports with the SEC in the fiscal 2012 periods, and
·	We incurred much higher costs for stock based compensation, as noted above, compared to no stock-based compensation in the fiscal 2011 period.

To date, our general and administrative expenditures, which in most other cases are paid in cash include legal fees, accounting fees, costs associated with SEC filings and preparation of documents.

We expect that, if we are successful in securing additional capital, future general and administrative expenses will increase significantly as compared to the periods ended June 30, 2012. In addition, we expect to incur research and development expenses as we seek to advance our product candidates

Liquidity and Capital Resources

As of June 30, 2012, the Company had assets equal to $200 and had current liabilities of $0 as of June 30, 2012.

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 June 30, 2012

Operating activities	$	(289,439)
Investing activities		-
Financing activities	$	289,639

Net effect on cash	$	200

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. If continued funding and capital resources are unavailable at reasonable terms, the Company may not be able to implement its plan of operations.

Plan of Operations

PLAN OF OPERATION

Accelera Innovations, Inc. (“Accelera”), a Delaware corporation, is a healthcare service company which will initially focus on its technology assets that were licensed to the Company by our majority shareholder Synergistic Holdings, LLC (“Licensor”), a privately-held company organized under the laws of Illinois, pursuant to which the Company was granted a thirty (30) year exclusive, non-transferrable worldwide license for proprietary Internet-based, software platform that is fully functional in its current state (“Accelera Technology”) that is designed to provide interoperable technology that is intended to improve the quality of care while reducing the cost as described below.

LICENSED TECHNOLOGY OVERVIEW

1.		Data Forms - Topical Network Data Warehouse Architecture
2.		Axiom – Healthcare Specific Business Rules Engine.
3.	Kinetic Forms – A Dynamic Web Page Generator.
4.	VT Secure – Enterprise Security Framework
5.	Patient Portal
6.	Self-Management Disease Modules
7.	Provider Portal
8.	Private Label Applications

SOFTWARE DESCRIPTION

The Accelera Health Care Framework / Multi Vertical Health Care (MVHC) Technology comprises a suite of eight separate technologies described below;

Health Care Framework, Security, Business Rules, Data Integration, Patient Assessment, Medical Alerts, Biometric integration, Secure communication and networking, Data Mining on Large Data Sets (Mega Data).

Security Framework, Integrated into the Accelera’s Healthcare Framework is designed to provide enterprise level application and data security.

Assessment Engine: For clinical and self-health care and Wellness management.

Parallel Processing Data Mining Engine: Patient Identification, Medical Informatics, Content Personalization.

Self-Management Disease Modules - Provider and Consumer-facing internet-based technology that is designed to encompass the following:

	·	Interactive disease management tools that focus on chronic health conditions. It is designed to include content indexed to specific triggers within a disease state
	·	Personalized based on National Drug Code (NDC), and Current Procedural Terminology (CPT4) codes
	·	Proprietary messaging based on CMS Medicare/Medicaid established triggers
	·	Valid and reliable behavioral health triggers that facilitate care plan adherence and compliance

Provider Portal - Provider-facing internet-based technology that encompasses the following:

	·	Dashboard access to Patient Portal inputs at the patient level
	·	Summary access to disease management adherence & compliance messaging alerts
	·	Direct input into patient health records
	·	Direct recommendations to the patient

Private Label Applications

Accelera EMR- A certified Electronic Medical Record application designed to be used primarily in physician offices to automate the patient’s clinical chart and meet the ARRA (Federal Mandated Meaningful Use) criteria.

Accelera PM -The Practice Management application designed to be used primarily in physician offices to automate the physician’s revenue cycle management system.

Accelera Patient Portal - The Patient Portal application designed to be used as a communication tool between patient and physician office staff. This application is intended to allow the patient to access their medical record information in a secure environment.

Accelera HIE - The Health Information Exchange application is intended to allow providers and payors of healthcare to exchange secure data by creating the continuum of care for the patient, and decreasing healthcare cost.

Accelera ACO - The Accountable Care Organization application needed to operate an ACO environment. This application is designed to offers the ACO business the ability to report to CMS the usage of Medicare benefits and is intended to provide tools to lower the cost of patient care.

Accelera HIS - The Hospital Information System application is designed to includes all applications to manage most hospital information systems. The department applications included in the HIS are as follows

Patient Master; Appointments, Outpatient Management; Inpatient Management; Emergency Department; Patient Billing; Claims Management; Provider Fee Management; Accounts Receivable; Duplicate Registration; Medical Records; System Master; System Configuration, Resource Scheduler; CPOE; Clinical Decision Support System; Clinical Documentation; Barcode Medication Administration; Laboratory Management System; Radiology System; PACS; Pharmacy Management System; Materials/Supply Management System; Operating Room Management System; Nursing Management; Blood Bank System; Dietary Management System; Hospital Patient Portal.

Accelera, intends to provide its cloud based healthcare services through monthly or yearly subscription agreements (“software-as-a-service” also known as “SaaS”) to the healthcare industry. The Company intends on positioning itself as a technology and service solution for providers and payers such as the hospitals, medical offices, medical insurance companies, Accountable Care Organizations, Patient Centered Medical Homes, and Provider Service Networks who are seeking to create an interoperable technology platform that is patient-centric.

The coordinated care would begin with the office visit using the Accelera Practice Management and Electronic Medical Record applications. The provider may also access disparate patient consults and share the patient’s record using the Accelera Health Information Exchange and Portal. When the patient is admitted to the hospital setting, all of the functions are intended tobe automated using the Accelera Hospital Information System. The physician would continue to have full access to the patient’s information to receive accurate and efficient information. If the primary care physician is part of an Accountable Care Organization, then those reports required by Center for Medicare and Medicaid will be created and distributed using the Accelera Accountable Care Organization application.

The Accelera Patient Management Record is designed to identify patients with preventable, yet escalating associated costs, then directs intense online self-management services to improve the quality-of-life for the patient and deliver more effective health information. Patients would be electronically triaged using the Center for Medicare and Medicaid (CMS) rule-set for disease management, as well as proprietary evidence-based disease management rules. These rules are based on clinical standards from major health organizations.. This is intended to allow providers, as well as patients, to monitor care through targeted interventions. The technology platform is intended to allow healthcare providers to anticipate patient care needs, motivate patient compliance, activate evidence-based standards of care, and improve efficiency.

The Accelera Analytic product is designed for potential customers that include healthcare payers, provider organizations, government entities worldwide, and employer groups. Accelera products are designed to identify, analyze, and minimize healthcare risk by data mining and predictive analysis while containing costs and improving the quality of care. Accelera also intends to develop modeling software to predict medical costs and help improve the financing, organization, and delivery of health services.

The Accelera Security solution is designed to reduce or stop the security breach at the point of care, by auditing the user and encasing the applications in a discrete shell. Without proper access, the application will separate the data elements from each other, patient name will not be associated with demographic or clinical information. Patient data is split into two parts, the patient identifier is separated from the clinic/medical data and both are encrypted. An encrypted data key unlocks the dual encryption bringing the information together and is intended to increase patients’ confidence in the information technology utilized.

The Accelera Solution is designed to improve patient care, reduce costs, eliminate redundant data entry, improve operational efficiency, but most importantly, bring together long term needs of the caregivers and is intended to satisfy the business requirements of the healthcare enterprise.

The intended benefits of our solutions for potential customers include:

·	Lowers administration costs through a less invasive call-back system - email alerts, text messages, online alerts

·	A benefit of batch health care analytics is the use of "predictive modeling across multiple clinical conditions. This process is designed to identify undiagnosed conditions for patients within an insurer's patient population, or suggest interventions to prevent conditions from developing.

·	Reducing occurrences and cost related to a healthcare data breaches.

·	Reducing the hardware environment and cost by using our cloud technology.

·	Increased Mobility.

·	Improving patient care and safety.

·	Helping healthcare organizations maintain their market positions and meet their financial commitments.

(b) Management's Discussion, Analysis of Financial Condition and Results of Operations

The Company has conducted minimal operations since inception. No revenue has been generated by the Company from April 29, 2008 (Inception) to June 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. Management’s plan includes obtaining additional funds by equity financing 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.

In order to meet our need for cash we are attempting to raise money from the primary offering. There is no assurance that we will be able to raise enough money through the primary offering to stay in business. Whatever money we do raise, will be applied first to costs of this offering and then to deploy the Company’s licensed technology. If we do not raise all of the money we need from the primary offering, we will have to find alternative sources, such as a second public offering, a private placement of securities, or loans from our officer or director or others. Our director is unwilling to make any commitment to loan us any money at this time. At the present time, we have not made any arrangements to raise additional cash, other than through the primary offering. If we need additional cash and can't raise it we will either have to suspend operations until we do raise the cash, or cease business entirely.

Our current plans, predicated on raising $35,000,000 from the sale of 5,000,000 shares of common stock in this offering and will allow the Company to meet the milestones and requirements of its Business Plan and avoid discontinuation of the license. Funding would be required for staffing, marketing, public relations and the necessary research precedent to expanding the scope of its offering to include the global market. The Company intends to approach Hedge Funds, Venture Capital Groups, Private Investment Groups and other Institutional Investment Groups in its efforts to achieve future funding. It is estimated that $9,874,940 will be used for management, sales and marketing, $17,680,122 will be used for infrastructure and software fees and an estimated $4,417,978 will be spent on legal, accounting, rent and other payables leaving $3,026,960 in reserve for increased working capital.

We expect to use the proceeds from this offering for infrastructure and software, sales and marketing, employee compensation, legal fees, accounting fees, rent and other payables to deploy our technology. The Company’s technology platform is fully functional in its current state and is anticipated to be marketed into metropolitan markets with an estimated expenditure of approximately $16 million through December 31, 2012, and approximately $19 million through December 31, 2013 for general corporate purposes, for which proceeds we have an estimated plan. In detail, over the first twelve months after financing it is estimated that the Company will utilize an estimated $24 million of this offering for the following milestones: Infrastructure; Transfer our licensed software technology from internal Company servers to a data center facility with redundant backup systems, it is estimated this will take three months at an estimated cost of $3 million and an estimated $250,000 per month thereafter for expansion and service fees totaling $5.2 million over the first twelve months from financing. Software Fees: Under our Licensing Agreement with Synergistic Holdings LLC, the Company is to pay $5 million on July 13, 2012 that was verbally extended by Licensor to October 13, 2012 and $7.5 on April 13 2013 for a total of $12.5 million in licensing fees over the next twelve months. Sales and Marketing: The Company intends to provide its cloud based healthcare services through monthly or yearly subscription agreements (“Software-as-a-Service” also known as “SaaS”) to the healthcare industry. It is estimated that the Company will grow from the current three full time employees marketing the product to twenty-three within the next six months including management, advertising, tradeshows and travel expenses at an estimated cost of 2.2 million and growing to fifty-seven people including management and all sales and marketing activity within the next twelve months totaling an estimated cost of $5.3 million. Legal fees, Accounting fees, Rent and other payables: The Company estimates these fee to be an estimated $950,000 over the next twelve months. The above mentioned expenditures meet the Company’s requirement under the Licensing Agreement to advance the licensed technology as agreed.

It’s estimated that if the Company cannot accomplish the milestones described above due to lack of financing the Company’s product offering will be delayed. The minimum amount of capital the Company needs to raise over the next twelve months is $1 million to continue operations. There is no guarantee that the Company will be able to raise this or any amount of additional capital and a failure to do so would have a significant adverse effect on the Company’s ability, or would cause significant delays in its ability to address the market for content delivery and achieve its Business Plan. Neither the Company nor any of its advisors or consultants has significant experience in raising funds similar to the $35,000,000 estimated to be required.

Our business may not materialize in the event we are unable to execute on our plan described in this prospectus. The events or circumstances that may prevent the accomplishment of our business objectives, include, without limitation, (i) the fact that, if we do not raise a minimum of US $5,000,000 of additional funding by July 13, 2012 that was verbally extended by Licensor to October 13, 2012, an additional $7,500,000 by April 13, 2013, an additional $10,000,000 April 13, 2014 and an additional $7,500,000 by April 13, 2015 equaling the minimum funding requirement of $30,000,000 for the deployment of its licensed technology over the next three years we will lose the rights to the licensed technology, (ii) If physicians and hospitals do not accept our products and services, or delay in deciding whether to purchase our products and services. (iii) If we are forced to reduce our prices, our business, financial condition and results of operations could suffer, (iv) we are subject to a number of existing laws, regulations and industry initiatives, non-compliance with certain of which could materially adversely affect our operations, (v) the Company’s need for and ability to obtain additional financing, (vii) the possibility that the Company may not be able to secure approvals and other governmental clearances necessary to carry out the Company’s deployment and development plans, and (viii) the exercise of voting control the Company’s officers and directors collectively hold of the Company’s voting securities.

The principal purposes of this offering are to obtain additional capital, to create a public market for our common stock, facilitate future access to public equity markets, increase awareness of our company among potential customers, enter into metropolitan markets, broaden our scope of care, and create our competitive position. We believe that the net proceeds from this offering, our existing cash resources and interest on these funds will be sufficient to meet our projected operating requirements.

Pending use as described above and any remaining net proceeds, we plan to invest the net proceeds in a variety of capital preservation instruments, including short-term, interest bearing obligations, investment grade instruments, certificates of deposit or direct or guaranteed obligations of the United States. The goal with respect to the investment of these net proceeds is capital preservation and liquidity so that such funds are readily available to fund the development and expansion of our business.

We have limited cash reserves which as of June 30, 2012, totaled $200. Until we actually commence our deployment program, our monthly cash requirements are minimal.

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.

Because we are a Smaller Reporting Company, we are not required to provide the information required by this item.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of June 30, 2011. Based on this evaluation, our principal executive officer and principal financial officer has concluded that our disclosure controls and procedures are ineffective because of the identification of a material weakness in our internal control over financial reporting which included clerical errors identified by Management on Form 10-Q for the second quarter of fiscal year 2013 ended June 30, 2012.

Changes in Internal Control over Financial Reporting

There were no changes in our internal controls over financial reporting that occurred during the second quarter of fiscal 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

To the best knowledge of the sole officer and sole director, the Company is not a party to any legal proceeding or litigation.

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Other Information.

None.

Item 5. Exhibits.

None.

Item 6. Exhibits.

Exhibit No.		Description


31		Certification of the Company’s Principal Executive Officer and 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 June 30, 2012.

32		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		XBRL Documents

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: November 14, 2012
	ACCELERA INNOVATIONS, INC.

	By:	/s/ John F. Wallin
		John F. Wallin
		President

EXHIBIT INDEX

Exhibit No.		Description


31		Certification of the Company’s Principal Executive Officer and 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 June 30, 2012.

32		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		XBRL Documents

Connects between patient and provider through a fully secure two-way Patient Portal, including After Visit Summaries, patient messaging and care plan adherence alerts based on relevant health care protocols

Display relevant patient and care plan information in easy-to-understand onscreen and printable displays for patients and triaged formatting for caregivers.

Provide patient behavior modifications self-management modules

Allow third party access into the patient portal

Create Personal Health Records (PHR) that are personalized based on patient condition for patient care and messaging