UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For fiscal year ended June 30, 2011
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ___________ to ___________
Commission file number 333-169085
ADVANCED CELLULAR INC.
(Exact name of registrant as specified in its Charter)
Nevada 42-1771506
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
5348 Vegas Dr. Las Vegas NV 89108
(Address of principal executive offices) (Zip Code)
(888) 353-8842
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address, and former fiscal year,
if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.0001
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss. 232.405
of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [ ] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of
the last business day of the registrant's most recently completed second fiscal
quarter. Not available
As of August 16, 2011, there were 14,000,000 shares of our common stock issued
and outstanding.
ADVANCED CELLULAR, INC.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
The statements contained in this Annual Report on Form 10-K that are not
historical facts are "forward-looking statements." Forward-looking statements
may include our statements regarding our goals, beliefs, strategies, objectives,
plan, including product and service developments, future financial conditions,
results or projections or current expectations. Such forward-looking statements
may be identified by, among other things, the use of forward-looking terminology
such as "believes," "estimates," "intends," "plan" "expects," "may," "will,"
"should," "predicts," "anticipates," "continues," or "potential," or the
negative thereof or other variations thereon or comparable terminology, and
similar expressions are intended to identify forward-looking statements. We
remind readers that forward-looking statements are merely predictions and
therefore inherently subject to uncertainties and other factors and involve
known and unknown risks that could cause the actual results, performance, levels
of activity, or our achievements, or industry results, to be materially
different from any future results, performance, levels of activity, or our
achievements, or industry results, expressed or implied by such forward-looking
statements. Such forward-looking statements appear in Item 1 - "Business" and
Item 7 - "Management's Discussion and Analysis of Financial Condition and
Results of Operations," as well as elsewhere in this Annual.
The factors discussed herein and expressed from time to time in our filings with
the Securities and Exchange Commission could cause actual results and
developments to be materially different from those expressed in or implied by
such statements. The forward-looking statements are made only as of the date of
this filing, and we undertake no obligation to publicly update such
forward-looking statements to reflect subsequent events or circumstances.
Further information on potential factors that could affect our business is
described under the heading "Risks Related to Our Business, Strategy and
Industry" in "Risk Factors" in Item 1A of this Annual Report on Form 10-K.
INTRODUCTION
Unless otherwise specified or required by context, as used in this Annual
Report, the terms "we," "our," "us" and the "Company" refer collectively to
Advanced Cellular, Inc. The term "fiscal year" refers to our fiscal year ending
June 30. Unless otherwise indicated, the term "common stock" refers to shares of
our common stock.
Our financial statements are stated in United States Dollars (US$) and are
prepared in accordance with United States generally accepted accounting
principles (U.S. GAAP).
2
TABLE OF CONTENTS
PART I
ITEM 1. Business 3
ITEM 1A. Risk Factors 7
ITEM 1B. Unresolved Staff Comments 13
ITEM 2. Properties 13
ITEM 3. Legal Proceedings 14
ITEM 4. Removed and Reserved 14
Part II
ITEM 5. Market for Registrant's Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities 14
ITEM 6. Selected Financial Data 14
ITEM 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations 14
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk 19
ITEM 8. Financial Statements and Supplementary Data 20
ITEM 9. Changes In and Disagreements with Accountants on Accounting and
Financial Disclosure 30
ITEM 9A. Controls and Procedures 30
ITEM 9B. Other Information 31
PART III
ITEM 10. Directors, Executive Officers, and Corporate Governance 31
ITEM 11. Executive Compensation 32
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters 33
ITEM 13. Certain Relationships and Related Transactions, and Director
Independence 34
ITEM 14. Principal Accounting Fees and Services 34
PART IV
ITEM 15. Exhibits, Financial Statement Schedules 35
Signatures 36
3
PART I
ITEM 1. BUSINESS
BACKGROUND AND BUSINESS OVERVIEW
We are a development stage company that was incorporated under the laws of the
state of Nevada on May 4, 2010. We have never declared bankruptcy, have never
been in receivership, and have never been involved in any legal action or
proceedings. Since becoming incorporated, we have not made any significant
purchase or sale of assets, nor have we been involved in any mergers,
acquisitions or consolidations. We are not a blank check registrant as that term
is defined in Rule 419(a)(2) of Regulation C of the Securities Act of 1933,
since we have a specific business plan or purpose.
Neither Advanced Cellular, nor its officers, directors, promoters or affiliates,
has had preliminary contact or discussions with, nor do we have any present
plans, proposals, arrangements or understandings with any representatives of the
owners of any business or company regarding the possibility of an acquisition or
merger.
Our offices are currently located at c/o Easybiz.com Inc 17-5348 Vegas Dr., Las
Vegas, NV 89108. Our telephone number is 866-824-2112. Our website is
www.advancedcellularinc.com.
We have one executive officer who also serves as our director. Mr. Nir Eliyahu,
our President and a Director, resides in Israel. He has ten years of experience
as an RF and network optimization expert; he also has been involved in large
scale cellular network implementation in Africa, Australia and North America.
PRINCIPAL PRODUCTS AND SERVICES
We are planning to develop and commercialize a performance management system for
use by cellular operators. Once developed, we expect our product to enable
cellular operators to analyze and optimize their cellular network performance.
Common cellular network equipment records different events during voice calls or
data calls. These call events are being stored in a dedicated database. Each
cellular manufacture has its own unique database structure to store the call
events. Cellular operators have to monitor the call events in order to evaluate
and improve their cellular network performance. Key Performance Indicators
(KPIs) are the significant measurements used to track the cellular network
performance against the cellular operator's objectives. These KPIs are being
calculated to summarize the call events; the major KPIs are pre-specified and
common for every cellular manufacture with respect to the specific technology.
Analyzing the KPIs enables the operator a real-time monitoring, trend
performance tracking and a drill-down into network element level. Our planned
system will present the KPIs in a browser based, parameter driven, dynamic
report generation, flexible report scheduling capabilities and Support a wide
variety of export formats including PDF, HTML, CSV, XLS, RTF, and Image.
Our goal is to help small cellular operators monitor their network and enable
them to improve their network using an off-the-shelf product with a minimum
customization which will lead to minimal cost. We plan to generate revenues from
the sale of our AdvancedPM system to cellular network operators, at an
additional cost we plan to offer support and maintenance service.
4
Once developed, we expect AdvancedPM to provide radio access network status
management, performance analysis and support the following capabilities:
* Monitor real-time system performance and not only the element status.
* Display the performance trend enabling to identify problems which
missed by the manual process.
* Geographic map display enable analyzing the data over detailed maps,
streets, satellite photo, topographical.
* Export detailed daily reports for engineers and high level of
management.
* Increase engineering efficiency and automatically identifying issues
that impact network quality.
* Assess current deployment and decide regarding requirement for new
deployment or expansion.
In order to use our planned system, prospective cellular network operators will
be required to send us the cellular network manufacture data sheets with regards
to performance collection and database specification, and then we will need to
integrate the cellular network manufacture database with AdvancedPM.
Once developed, we expect AdvancePM to support multi-user environment through
high speed and secure access across the Intranet or the Internet. The user will
be able to access the reports directly without any client application using
simple to access web reports to improve the information sharing across the
organization. Reporting capabilities include exporting to a common PC
application format such as Microsoft Excel, PDF, JPG. Reporting and Monitoring
include geographic map display enable analyzing the data over detailed street
maps, satellite photo and topographical maps.
We have commenced only limited operations, primarily focused on organizational
matters. Our performance management system is currently in the development stage
and is not ready for commercial sale.
On August 1, 2011 we launched an online store that sells a wide variety of
electronics and cellular devices and accessories. We launched this store as a
complimentary service to the small-medium size cellular operators
(http://advancedcellularinc.w2bshop.com/).
At this stage in our development, there can be no assurance that we will be
successful in generating revenues from our performance management system or that
cellular operators seeking for performance management system will be receptive
to using our service.
THE MARKET OPPORTUNITY
According to statistics made available by the International Telecommunication
Union (ITU) in their "The World in 2010" report on their website:
* By the end of 2010, there will be an estimated 5.3 billion mobile
cellular subscriptions worldwide, including 940 million subscriptions
to 3G services.
5
* Access to mobile networks is now available to 90% of the world
population and 80% of the population living in rural areas.
Our target market is the worldwide small size cellular network operators who
wish to monitor and optimized their network and currently do not have a
performance management system or the ones who wish to replace their current
system. We expect, although no assurance can be given, that our solution will
appeal to small size cellular operators who cannot afford to purchase the
existing solutions in the market place.
Our management believes that if we properly execute our business plan, our
solution will enable new and existing operators to monitor and optimize their
network in a significant lower cost.
COMPETITION AND COMPETITIVE STRATEGY
Competition within the cellular network performance management industry is
intense. We believe there is no performance management system designed for small
size cellular network operators. Existing solutions are designed for cellular
network operators who have thousands of cell sites; these networks generate a
massive amount of call events that must to be logged in a large database.
Generating the KPIs from this database requires an expensive database management
tools and an expensive reporting application.
We believe that designing a solution to support a limited database and limited
reporting capabilities will result in lower cost than our competitors, our
competition is based primarily on the cost of the system. We seek to
differentiate ourselves by providing our customers with an easy to use and
functional system and pre-customized reporting. On an ongoing basis, we intend
to add more features to our future service such as: automatic alerting system
and performance report exporting capabilities.
Many of our competitors have longer operating histories, greater financial,
sales, marketing and technological resources and longer established client
relationships than we do.
Our primary competition comes primarily from several industry participants:
Actix, Inc (www.actix.com) - This company is a world leading developer of
cellular network optimization tools. They offer systems which design for large
scale mobile operators. They also provide tools for status management. They do
not currently offer small scale pre-customized systems for small mobile
operators. We believe their price point is extremely high compared what we are
planning.
TTI Telecom (www.tti-telecom.com) - This Company is a world leading developer of
cellular network status management tools. They also offer performance management
system to large cellular operators. They do not currently offer small scale
pre-customized systems for small mobile operators. We believe their price point
is extremely high compared what we are planning.
QuantumSI (www.quantumsi.com) - This Company is a system integrator and software
developer for several industries including telecommunication. They also offer
performance management system to medium size cellular operators. They do not
currently offer small scale pre-customized systems for small mobile operators.
We believe their price point is higher than what we are planning.
6
EMPLOYEES
We have no full time or part-time employees. Our Sole Director/officers, Mr. Nir
Eliyahu, is expected to devote approximately five hours per week to our business
activities. If and when we develop and market a product, we may need additional
employees for our operations. We do not foresee any significant changes in the
number of employees we will have over the next twelve months.
SALES OF COMMON STOCK
During the three months ended June 30, 2011, we sold 2,000,000 shares of common
stock for net proceeds of $19,672. In July and August 2011, we sold an
additional 2,000,000 shares of common stock for gross proceeds for $20,000.
These shares were issued in August 2011.
ITEM 1A. RISK FACTORS
RISK FACTORS
AN INVESTMENT IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD
CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS AND OTHER INFORMATION IN THIS
REPORT BEFORE DECIDING TO INVEST IN OUR COMPANY. IF ANY OF THE FOLLOWING RISKS
ACTUALLY OCCUR, OUR BUSINESS, FINANCIAL CONDITION, RESULTS OF OPERATIONS AND
PROSPECTS FOR GROWTH COULD BE SERIOUSLY HARMED. AS A RESULT, THE TRADING PRICE
OF OUR COMMON STOCK COULD DECLINE AND YOU COULD LOSE ALL OR PART OF YOUR
INVESTMENT.
RISKS RELATING TO OUR COMPANY
THERE IS UNCERTAINTY REGARDING OUR ABILITY TO CONTINUE AS A GOING CONCERN,
INDICATING THE POSSIBILITY THAT WE MAY BE REQUIRED TO CURTAIL OR DISCONTINUE OUR
OPERATIONS IN THE FUTURE. IF WE DISCONTINUE OUR OPERATIONS, YOU MAY LOSE ALL OF
YOUR INVESTMENT.
We have incurred net losses totaling $23,093 from our inception on May 4, 2010
to June 30, 2011 and have completed only the preliminary stages of our business
plan. We anticipate incurring additional losses before realizing any revenues
and will depend on additional financing in order to meet our continuing
obligations and ultimately, to attain profitability. The financial statements do
not include any adjustments that might result from the uncertainty about our
ability to continue our business. If we are unable to obtain additional
financing from outside sources and eventually produce enough revenues, we may be
forced to sell our assets, or curtail or discontinue our operations. If this
happens, you could lose all or part of your investment.
WE ARE A DEVELOPMENT STAGE COMPANY WITH NO OPERATING HISTORY AND MAY NEVER BE
ABLE TO CARRY OUT OUR BUSINESS PLAN OR ACHIEVE ANY REVENUES OR PROFITABILITY; AT
THIS STAGE OF OUR BUSINESS, EVEN WITH OUR GOOD FAITH EFFORTS, POTENTIAL
INVESTORS HAVE A HIGH PROBABILITY OF LOSING THEIR ENTIRE INVESTMENT.
We are subject to all of the risks inherent in the establishment of a new
business enterprise. We were established on May 4, 2010, we have not generated
any revenues nor have we realized a profit from our operations to date, and
there is little likelihood that we will generate any revenues or realize any
profits in the short term. Any profitability in the future from our business
will be dependent upon the successful development and commercialization of a
performance management system for use by cellular operators. Our product will
7
enable cellular operators to analyze and optimize their cellular network
performance. At this stage in our development, there can be no assurance that we
will be successful in generating revenues from our performance management system
or that cellular operators seeking for performance management system will be
receptive to using our service. Which itself is subject to numerous
industry-related risk factors as set forth herein. We may not be able to
successfully carry out our business. There can be no assurance that we will ever
achieve any revenues or profitability. Accordingly, our prospects must be
considered in light of the risks, expenses, and difficulties frequently
encountered in establishing a new business in our industry, and the fact that
our Company is a highly speculative venture involving significant financial
risk.
WE EXPECT TO INCUR OPERATING LOSSES IN THE NEXT TWELVE MONTHS BECAUSE WE HAVE NO
PLAN TO GENERATE REVENUES UNLESS AND UNTIL WE SUCCESSFULLY DEVELOP OUR NETWORK
PERFORMANCE MANAGEMENT SYSTEM.
We have never generated revenues. We intend to engage in the development and
commercialization of a network performance management system for use by cellular
operators. We expect to incur operating losses over the next twelve months
because we have no source of revenues unless and until we are successful in
developing and commercialization of a network performance management system. We
cannot guarantee that we will ever be successful in developing and
commercialization of a network performance management system or in generating
revenues in the future. We recognize that if we are unable to generate revenues,
we will not be able to earn profits or continue operations. We can provide
investors with no assurance that we will generate any operating revenues or ever
achieve profitable operations.
WE DO NOT HAVE SUFFICIENT CASH TO FUND OUR OPERATING EXPENSES FOR THE NEXT
TWELVE MONTHS, AND WE WILL REQUIRE ADDITIONAL FUNDS THROUGH THE SALE OF OUR
COMMON STOCK, WHICH REQUIRES FAVORABLE MARKET CONDITIONS AND INTEREST IN OUR
ACTIVITIES BY INVESTORS. WE MAY NOT BE ABLE TO SELL OUR COMMON STOCK AND FUNDING
MAY NOT BE AVAILABLE FOR CONTINUED OPERATIONS.
Currently, we do not have sufficient cash on hand to fund our administrative
expenses and operating expenses for the next twelve months. Because we do not
expect to have any cash flow from operations within the next twelve months, we
will need to raise additional capital, which may be in the form of loans from
current stockholders and/or from public and private equity offerings. Our
ability to access capital will depend on our success in implementing our
business plan. It will also depend upon the status of the capital markets at the
time such capital is sought. Should sufficient capital not be available, the
implementation of our business plan could be delayed, and, accordingly, the
implementation of our business strategy would be adversely affected. If we are
unable to raise additional funds in the future, we may have to cease all
substantive operations. In such event, investors would likely not obtain a
profitable return on their investment or a return of their investment at all.
WE HAVE NO TRACK RECORD THAT WOULD PROVIDE A BASIS FOR ASSESSING OUR ABILITY TO
CONDUCT SUCCESSFUL BUSINESS ACTIVITIES. WE MAY NOT BE SUCCESSFUL IN CARRYING OUT
OUR BUSINESS OBJECTIVES.
The revenue and income potential of our proposed business and operations are
unproven and the lack of operating history makes it difficult to evaluate the
future prospects of our business. There is nothing at this time on which to base
an assumption that our business operations will prove to be successful or that
we will ever be able to operate profitably. Accordingly, we have no track record
8
of successful business activities, strategic decision-making by management,
fund-raising ability, and other factors that would allow an investor to assess
the likelihood that we will be successful. There is a substantial risk that we
will not be successful in implementing our business plan, or, if initially
successful, in thereafter generating any operating revenues or in achieving
profitable operations.
AS A DEVELOPMENT STAGE COMPANY, WE MAY EXPERIENCE SUBSTANTIAL COST OVERRUNS IN
DEVELOPING AND COMMERCIALIZING THE NETWORK PERFORMANCE MANAGEMENT SYSTEM AND WE
MAY NOT HAVE SUFFICIENT CAPITAL TO SUCCESSFULLY COMPLETE THE DEVELOPMENT AND
COMMERCIALIZATION OF OUR PRODUCT.
We may experience substantial cost overruns in developing and commercializing
the network performance management system and we may not have sufficient capital
to successfully complete our business plan. We may not be able to market our
product because of industry conditions, general economic conditions, and/or
competition from other manufacturers and distributors. In addition, the
commercial success of any product is often dependent upon factors beyond the
control of the company attempting to market the product, including, but not
limited to, market acceptance of the product, governmental restrictions, and
whether or not third parties promote the products through prominent marketing
channels and/or other methods of promotion. Even if we do succeed in raising the
capital to develop and operate the network performance management system, we
cannot ensure that the cost for this product will be found to be warranted and
reasonable by potential purchasers, and therefore we cannot ensure that the
product, will actually find popularity and acceptance.
WE ARE A SMALL COMPANY WITH LIMITED RESOURCES COMPARED TO SOME OF OUR CURRENT
AND POTENTIAL COMPETITORS AND WE MAY NOT BE ABLE TO COMPETE EFFECTIVELY AND
INCREASE MARKET SHARE.
Software for cellular networks is part of an industry that is highly regulated
and competitive, and although we believe our technology offers unique features,
we cannot guarantee that these unique features are enough to effectively capture
a significant enough market share to successfully launch and sustain our
product. Existing solutions are designed for cellular network operators who have
thousands of cell sites; these networks generate a massive amount of call events
that must to be logged in a large database. Generating the KPIs from this
database requires an expensive database management tools and an expensive
reporting application., our current and potential competitors have longer
operating histories, significantly greater resources and name recognition, and a
larger base of customers than we have. As a result, these competitors have
greater name credibility with our potential customers. Our competitors also may
be able to adopt more aggressive pricing policies and devote greater resources
to the development, promotion, and sale of their products and services than we
can to ours. To be competitive, we must continue to invest significant resources
in sales and marketing, and customer support. We may not have sufficient
resources to make these investments or to develop the technological advances
necessary to be competitive, which in turn could cause our business to suffer
and restrict our profitability potential.
9
BECAUSE MR. NIR ELIYAHU, HAS OTHER OUTSIDE BUSINESS ACTIVITIES AND WILL ONLY BE
DEVOTING UP TO 20% OF HIS TIME TO OUR OPERATIONS, OUR OPERATIONS MAY BE
SPORADIC, WHICH MAY RESULT IN PERIODIC INTERRUPTIONS OR SUSPENSIONS OF OUR
BUSINESS ACTIVITIES.
Our sole Director/officers is only engaged in our business activities on a
part-time basis. This could cause the officer a conflict of interest between the
amount of time devoted to our business activities and the amount of time
required to be devoted to other activities. We intend to increase our business
activities in terms of development, marketing and sales. This increase in
business activities may require that our Director/officer engage in our business
activities on a full-time basis or that we hire additional employees; however,
at this time, we do not have sufficient funds to pursue either option.
OUR SOLE DIRECTOR/OFFICER OWN 100% OF THE OUTSTANDING SHARES OF OUR COMMON
STOCK, AND MAY BE ABLE TO INFLUENCE CONTROL OF THE COMPANY OR DECISION MAKING BY
MANAGEMENT OF THE COMPANY.
Our Sole Director/officer presently owns 100% of our outstanding common stock.
WE MAY BE SUBJECT TO INTELLECTUAL PROPERTY LITIGATION, SUCH AS PATENT
INFRINGEMENT CLAIMS, WHICH COULD ADVERSELY AFFECT OUR BUSINESS.
Our success will also depend in part on our ability to develop a commercially
viable product without infringing the proprietary rights of others. Although we
have not been notified of any infringement claims, other patents could exist or
could be filed which would prohibit or limit our ability to develop and market
in the future. In the event of an intellectual property dispute, we may be
forced to litigate. Intellectual property litigation would divert management's
attention from developing our product and would force us to incur substantial
costs regardless of whether or not we are successful. An adverse outcome could
subject us to significant liabilities to third parties, and force us to cease
operations.
BECAUSE OUR CURRENT SOLE OFFICER AND DIRECTOR IS NOT A RESIDENT OF THE UNITED
STATES, IT MAY BE DIFFICULT FOR SHAREHOLDERS TO RECOVER AGAINST THEM.
Our sole officer and director is located outside of the United States, in
Israel. Were one or more shareholders to bring an action against our management
in the United States and succeed, either through default or on the merits, and
obtain a financial award against an officer or director of the Company, that
shareholder may be required to enforce and collect on his, her or its judgment
in these countries, unless the officer or director owned assets which were
located in the United States. Further, shareholder efforts to bring an action in
these countries against its citizens for any alleged breach of a duty in a
foreign jurisdiction may be difficult, as prosecution of a claim in a foreign
jurisdiction, and in particular a foreign nation, is fraught with difficulty and
may be effectively, if not financially, unfeasible. Our operations in the United
States are limited to our executive offices which are being used as a mailing
address and secretarial and administrative services only.
RISKS RELATING TO OUR COMMON STOCK
NASD SALES PRACTICE REQUIREMENTS MAY LIMIT A STOCKHOLDER'S ABILITY TO BUY AND
SELL OUR STOCK.
In addition to the "penny stock" rules described below, the NASD has adopted
rules that require that in recommending an investment to a customer, a
broker-dealer must have reasonable grounds for believing that the investment is
suitable for that customer. Prior to recommending speculative low priced
securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customer's financial status,
10
tax status, investment objectives and other information. Under interpretations
of these rules, the NASD believes that there is a high probability that
speculative low priced securities will not be suitable for at least some
customers. The NASD requirements make it more difficult for broker-dealers to
recommend that their customers buy our common stock, which may have the effect
of reducing the level of trading activity in our common stock. As a result,
fewer broker-dealers may be willing to make a market in our common stock,
reducing a stockholder's ability to resell shares of our common stock.
WE MAY IN THE FUTURE ISSUE ADDITIONAL SHARES OF OUR COMMON STOCK WHICH WOULD
REDUCE INVESTORS' OWNERSHIP INTERESTS IN THE COMPANY AND WHICH MAY DILUTE OUR
SHARE VALUE. WE DO NOT NEED STOCKHOLDER APPROVAL TO ISSUE ADDITIONAL SHARES.
Our certificate of incorporation authorizes the issuance of 50,000,000 shares of
preferred stock and 100,000,000 shares of common stock, par value $0.0001 per
share. The future issuance of all or part of our remaining authorized common
stock may result in substantial dilution in the percentage of our common stock
held by our then existing stockholders. We may value any common stock issued in
the future on an arbitrary basis. The issuance of common stock for future
services or acquisitions or other corporate actions may have the effect of
diluting the value of the shares held by our investors, and might have an
adverse effect on any trading market for our common stock.
OUR COMMON STOCK IS SUBJECT TO THE "PENNY STOCK" RULES OF THE SEC AND THE
TRADING MARKET IN OUR SECURITIES IS LIMITED, WHICH MAKES TRANSACTIONS IN OUR
STOCK CUMBERSOME AND MAY REDUCE THE VALUE OF AN INVESTMENT IN OUR STOCK.
If a trading market does develop for our stock, it is likely we will be subject
to the regulations applicable to "Penny Stock," the regulations of the SEC
promulgated under the Exchange Act that require additional disclosure relating
to the market for penny stocks in connection with trades in any stock defined as
a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9
which establishes the definition of a "penny stock," for the purposes relevant
to us, as any non-NASDAQ equity security that has a market price of less than
$5.00 per share or with an exercise price of less than $5.00 per share, subject
to certain exceptions. For any transaction involving a penny stock, unless
exempt, the rules require: (i) that a broker or dealer approve a person's
account for transactions in penny stocks; and (ii) the broker or dealer receive
from the investor a written agreement to the transaction, setting forth the
identity and quantity of the penny stock to be purchased. In order to approve a
person's account for transactions in penny stocks, the broker or dealer must:
(i) obtain financial information and investment experience objectives of the
person; and (ii) make a reasonable determination that the transactions in penny
stocks are suitable for that person and the person has sufficient knowledge and
experience in financial matters to be capable of evaluating the risks of
transactions in penny stocks. The broker or dealer must also deliver, prior to
any transaction in a penny stock, a disclosure schedule prescribed by the SEC
relating to the penny stock market, which, in highlight form: (i) sets forth the
basis on which the broker or dealer made the suitability determination; and (ii)
that the broker or dealer received a signed, written agreement from the investor
prior to the transaction.
Generally, brokers may be less willing to execute transactions in securities
subject to the "penny stock" rules. This may make it more difficult for
investors to dispose of our common stock and cause a decline in the market value
of our stock.
11
Disclosure also has to be made about the risks of investing in penny stocks in
both public offerings and in secondary trading and about the commissions payable
to both the broker-dealer and the registered representative, current quotations
for the securities and the rights and remedies available to an investor in cases
of fraud in penny stock transactions. Finally, monthly statements have to be
sent disclosing recent price information for the penny stock held in the account
and information on the limited market in penny stocks.
These disclosure requirements may have the effect of reducing the level of
trading activity, if any, in the secondary market for a stock that becomes
subject to the penny stock rules. Consequently, these penny stock rules may
affect the ability of broker-dealers to trade our securities. We believe that
the penny stock rules discourage market investor interest in and limit the
marketability of our common stock.
WE HAVE NOT PAID DIVIDENDS IN THE PAST AND DO NOT EXPECT TO PAY DIVIDENDS IN THE
FUTURE. ANY RETURN ON INVESTMENT MAY BE LIMITED TO THE VALUE OF OUR COMMON
STOCK.
Because we do not intend to pay any cash dividends on our shares of common
stock, our stockholders will not be able to receive a return on their shares
unless they sell them. We intend to retain any future earnings to finance the
development and expansion of our business. We do not anticipate paying any cash
dividends on our common stock in the foreseeable future. Unless we pay
dividends, our stockholders will not be able to receive a return on their shares
unless they sell them at a price higher than that which they initially paid for
such shares.
THERE IS NO ESTABLISHED PUBLIC MARKET FOR OUR STOCK AND A PUBLIC MARKET MAY NOT
BE OBTAINED OR BE LIQUID AND THEREFORE INVESTORS MAY NOT BE ABLE TO SELL THEIR
SHARES.
There is no established public market for our common stock. While we intend to
apply for quotation of our common stock on the Over-The-Counter (OTC) Bulletin
Board system, we have not yet engaged a market maker for the purposes of
submitting such application, and there is no assurance that we will qualify for
quotation on the OTC Bulletin Board. Therefore, purchasers of our common stock
may be unable to sell their shares on any public trading market or elsewhere.
STATE SECURITIES LAWS MAY LIMIT SECONDARY TRADING, WHICH MAY RESTRICT THE STATES
IN WHICH YOU MAY SELL OUR COMMON STOCK.
If you purchase shares of our common stock, you may not be able to resell the
shares in any state unless and until the shares of our common stock are
qualified for secondary trading under the applicable securities laws of such
state or there is confirmation that an exemption, such as listing in certain
recognized securities manuals, is available for secondary trading in such state.
We currently do not intend to register or qualify our stock in any state.
Because the shares of our common stock have not been registered for resale under
the blue sky laws of any state, and we have no current plans to register or
qualify our shares in any state, the holders of such shares and persons who
desire to purchase such shares in any trading market that might develop in the
future should be aware that there may be significant state blue sky restrictions
upon the ability of investors to purchase and sell such shares. In this regard,
each state's statutes and regulations must be reviewed before engaging in any
securities sales activities in a state to determine what is permitted, or not
permitted, in a particular state. Furthermore, even in those states that do not
require registration or qualification for the resale of registered securities,
such states may require the filing of notices or place additional conditions on
12
the availability of exemptions. Accordingly, since many states continue to
restrict the resale of securities that have not been qualified for resale,
investors should consider any potential secondary market for our securities to
be a limited one.
EFFORTS TO COMPLY WITH RECENTLY ENACTED CHANGES IN SECURITIES LAWS AND
REGULATIONS WILL INCREASE OUR COSTS AND REQUIRE ADDITIONAL MANAGEMENT RESOURCES,
AND WE STILL MAY FAIL TO COMPLY.
As directed by Section 404 of the Sarbanes-Oxley Act of 2002, the SEC has
adopted rules requiring public companies to include a report of management on
their internal controls over financial reporting in their annual reports on Form
10-K. In addition, the public accounting firm auditing a public company's
financial statements must attest to and report on management's assessment of the
effectiveness of its internal controls over financial reporting. These
requirements are not presently applicable to us, and we do not expect the
requirement to have the public accounting firm auditing our financial statements
attest to and report on management's assessment of the effectiveness of its
internal controls over financial reporting to be applicable to us in the
foreseeable future. If and when these regulations become applicable to us, and
if we are unable to conclude that we have effective internal controls over
financial reporting or if our independent auditors are unable to provide us with
an unqualified report as to the effectiveness of our internal controls over
financial reporting as required by Section 404 of the Sarbanes-Oxley Act of
2002, investors could lose confidence in the reliability of our financial
statements, which could result in a decrease in the value of our securities. We
have not yet begun a formal process to evaluate our internal controls over
financial reporting. Given the status of our efforts, coupled with the fact that
guidance from regulatory authorities in the area of internal controls continues
to evolve, substantial uncertainty exists regarding our ability to comply by
applicable deadlines.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
Our Principal executive offices are located at c/o EastBiz.com Inc.,17-5348
Vegas Dr. Las Vegas, NV 89108 USA. This location is a virtual office that we
maintain with EastBiz.com, Inc. which provides us with a mailing address for
communications. This service is provided by EastBiz.com for $99.00 per year,
plus we maintain a reserve that EastBiz.com will use for payment of postage.
This Reserve account will be supplemented as needed. We may terminate the lease
arrangement upon 30-days written notice to INC Management. Our executive
officer, Mr. Nir Eliyahu does not work from this location, but operates from his
respective residence in Israel at no charge to us. We believe that this space is
adequate for our current and immediately foreseeable operating needs. The
development of our planned system and day to day operations are carried from our
location in Israel, our operation in the United States is limited to our
executive offices which are being used as a mailing address and secretarial and
administrative services only.
We do not have any policies regarding investments in real estate, securities, or
other forms of property.
13
ITEM 3. LEGAL PROCEEDINGS
We know of no existing or pending legal proceedings against us, nor are we
involved as a plaintiff in any proceeding or pending litigation. There are no
proceedings in which any of our directors, officers or any of their respective
affiliates, or any beneficial stockholder, is an adverse party or has a material
interest adverse to our interest.
ITEM 4. (REMOVED AND RESERVED)
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
There is no established public market for our shares of common stock. Our common
stock is presently not traded on any market or securities exchange. We intend in
the future to seek a market maker to apply to have our common stock quoted on
the Over-the-Counter Bulletin Board, but have not done so to date.
HOLDERS
On August 16, 2011, there were 34 holders of record of our common stock.
DIVIDEND POLICY
As of the date of this Annual Report, we have not paid any cash dividends to
stockholders. The declaration of any future cash dividend will be at the
discretion of our Board of Directors and will depend upon our earnings, if any,
our capital requirements and financial position, our general economic and other
pertinent conditions. It is our present intention not to pay any cash dividends
in the foreseeable future, but rather to reinvest earnings, if any, into our
business.
RECENT SALES OF UNREGISTERED SECURITIES
We have not sold or issued any securities during the fiscal year ended June 30,
2011 without registration under the Securities Act of 1933, as amended (the
"Securities Act"), in reliance on exemption(s) from such registration
requirements.
ITEM 6. SELECTED FINANCIAL DATA
Not Applicable.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH OUR AUDITED
FINANCIAL STATEMENTS AND THE RELATED NOTES THAT APPEAR ELSEWHERE IN THIS ANNUAL
REPORT. THE FOLLOWING DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT
REFLECT OUR PLANS, ESTIMATES AND BELIEFS. OUR ACTUAL RESULTS COULD DIFFER
MATERIALLY FROM THOSE DISCUSSED IN THE FORWARD LOOKING STATEMENTS. FACTORS THAT
COULD CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES INCLUDE THOSE DISCUSSED BELOW AND
ELSEWHERE IN THIS ANNUAL REPORT.
14
FORWARD-LOOKING STATEMENTS
Certain statements made in this report may constitute "forward-looking
statements on our current expectations and projections about future events".
These forward-looking statements involve known or unknown risks, uncertainties
and other factors that may cause the actual results, performance, or
achievements of the Company to be materially different from any future results,
performance or achievements expressed or implied by the forward-looking
statements. In some cases you can identify forward-looking statements by
terminology such as "may," "should," "potential," "continue," "expects,"
"anticipates," "intends," "plans," "believes," "estimates," and similar
expressions. These statements are based on our current beliefs, expectations,
and assumptions and are subject to a number of risks and uncertainties. Although
we believe that the expectations reflected-in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. These forward-looking statements are made as of the date of
this report, and we assume no obligation to update these forward-looking
statements whether as a result of new information, future events, or otherwise,
other than as required by law. In light of these assumptions, risks, and
uncertainties, the forward-looking events discussed in this report might not
occur and actual results and events may vary significantly from those discussed
in the forward-looking statements.
You should read the following plan of operation together with our audited
financial statements and related notes appearing elsewhere in this prospectus.
This plan of operation contains forward-looking statements that involve risks,
uncertainties, and assumptions. The actual results may differ materially from
those anticipated in these forward-looking statements as a result of certain
factors, including, but not limited to, those presented under "Risk Factors" or
elsewhere in this prospectus.
PLAN OF OPERATIONS
We are in the development stage of a performance management system for use by
small size cellular operators. Our offices are currently located at c/o
Easybiz.com Inc 17-5348 Vegas Dr., Las Vegas, NV 89108. This is a shared office
facility, which offers office space, a mailing address, and secretarial and
administrative services. We may terminate the lease arrangement upon 30-days
written notice to INC Management. Our sole Director and Officer, Mr. Nir
Eliyahu, does not work from this location, but operates from his respective
residence in Israel at no charge to us. We plan on contracting all of our
software development activities with third parties for at least the next 12
months so we have no requirement for additional facilities for these operations.
Once developed, we expect our product to enable cellular operators to analyze
and optimize their cellular network performance. Our product will be an
off-the-shelf product with a minimum customization which will lead to minimal
cost. In our opinion such system is not available for small cellular network
operators, existing solutions are designed for large scale networks hence small
cellular network operators cannot afford it. In addition we believe that they do
not possess the knowledge for specifying the required Key Performance Indicators
in order to build their own system.
Our goals over the next 12 months are to:
* Complete the development and commercialize AdvancedPM;
* Perform a market survey to identify the dominant manufactures in the
small sized cellular network operators market.
* Integrate AdvancedPM with leading cellular network manufactures
equipment.
* Initiate our marketing campaign and our sales strategy.
15
Our current business objectives are:
* To become a recognized brand of performance management system
developer.
* to execute our marketing plan and to create interest in our product;
ACTIVITIES TO DATE
We were incorporated in the State of Nevada on May 4, 2010. We are a development
stage company. From our inception to date, we have not generated any revenues
and our operations have been limited to organizational matters, the development
of our business, the creation of our website and efforts related to development
of our products and services.
Since our inception we have made limited purchases or sales, and have not been
involved in mergers, acquisitions or consolidations. However, management has
completed the high level for our performance and management system.
We have accomplished the following:
1. Defined the required KPIs which will be included in AdvancedPM.
2. Defined the required web based reports for each KPI.
3. Evaluated and identified a database application, MySQL, as our
system's database programming language.
4. Evaluated and identified PHP and C language as our web based interface
programming language.
5. Launched an "information only" web site
6. Hired a software development contractor to finalize AdvancedPM
specification
7. Engaged a transfer agent and Certified Public Accounting firm to
ensure that we will meet all the compliance and disclosure
requirements of being a public company.
MILESTONES
Below is a brief description of our planned activities during the next 12
months.
MONTHS 1 TO 3
During the next three months, we plan to:
* Finalize AdvancedPM specification;
* Set up a development server;
* Database configuration according the design specification;
Server development: If we are able to raise sufficient capital thorugh the sale
of common stock or other means, we will purchase our development server at a
cost of approximately $5,000. If we are not able to raise sufficient capital we
will lease a dedicated development server at an estimated cost of $40 a month.
In order to reduce cost, we will be using open source software such as Linux as
an operating system, mySQL as a database, C and PHP as programming languages.
Database development: A proper database design is essential for the development
of a scalable software application. While the contractor will be responsible for
this task, our management will be intimately involved in developing the detailed
specifications. This task will last one month and will proceed immediately after
the set-up of the development server. We expect that this will be done by the
middle of the quarter. Security and backup procedures will also be implemented
and documented. In order to facilitate the design and the maintenance of the
database, we will purchase a database management tool such as SQL Manager for
$750.
16
MONTHS 4 TO 6
During the following three months, we expect to achieve the following:
* Specifying the Key Performance Indicators which will be included in
AdvancedPM;
* Developing pre-customized reports;
Specifying the Key Performance Indicators: Key performance indicators (KPIs) are
the significant measurements used to track performance against cellular network
objectives. We will specify the KPIs target and ranges and how it will be
measured/calculated from the database. This process will be performed by our
management and will be delivered to the developer for implementation in
AdvancedPM.
Pre-customized reports development: In order to monitor cellular network
performance high level reports should reflect the overall network performance
and allow the user to drill down into a specific network element performance. We
intend to enhance the viewer's experience by initially providing only a summary
of the overall performance and then allowing the viewer to drill-down to the
details of his interest.
MONTHS 7 TO 9
During the following three months, we expect to achieve the following:
* Market Survey;
* Integration of AdvancedPM with leading cellular network manufactures
equipment.
* Launch a Beta version and complete modifications to AdvancedPM;
* Correct any detected discovered defects;
* Interview and hire sales support staff to start work in month eleven;
* Marketing activities;
Market Survey: AdvancedPM is designed for small sized cellular operators,
therefore the marketing survey is highly important in order to identify the
manufactures that dominants this small sized cellular operators market. The
market survey will be performed by our management and expected to be completed
by the middle of month 10.
Database Integration: Each cellular network manufacture has a different
implementation of the network performance database, based on the results of the
marketing survey we will identify several manufactures which we will integrate
with. During months 10 and 11 we plan to complete the database integration and
to complete a Beta version of AdvancedPM.
Testing and quality assurance: We plan to test AdvancedPM internally and to make
sure that our system works according to the design specifications, standards and
functionality required without defects and possible problems.
Marketing activities: We plan to contract an experienced sales person starting
in month 9. This individual will be responsible for contacting the small size
cellular operators that we have identified in our market survey. If we are not
able to raise sufficient capital we do not anticipate hiring sales person, this
task will be performed by our management.
RESULTS OF OPERATIONS
During the period from May 4, 2010 (date of inception) through June 30, 2011, we
have incurred net losses totaling of $23,093. Since our incorporation through
June 30, 2011, we have sold 12,000,000 shares of common stock for total gross
proceeds of $40,000. As of June 30, 2011, we had $18,309 of cash on hand.
17
COMPARISON OF THE PERIOD FROM MAY 4, 2010 (INCEPTION) THROUGH JUNE 30, 2010 AND
THE YEAR ENDED JUNE 30, 2011
Our operating activity for the period from May 4, 2010 (Inception) through June
30, 2010 was limited to incurring operating costs totaling $662.
Management Fees: During the year ended June 30, 2011, the Company paid $3,000 of
management fees to its President and Director.
Software and Research and Development: During the year ended June 30, 2011, the
Company paid $2,220 of software development and consulting fees to third
parties.
Financial Reporting: During the year ended June 30, 2011, the Company incurred
$7,940 of costs related to meeting its obligations of a public company,
including the preparation of financial statements and SEC filings, and related
audit services.
Website Development: During the year ended June 30, 2011, the Company incurred $
746 of website development costs.
Travel Expenses: During the year ended June 30, 2011, the Company incurred $
4,908 of travel expenses.
PURCHASE OR SALE OF EQUIPMENT
We have not purchased or sold, and we do not expect over the next twelve months
to purchase or sell, any plants or significant equipment.
REVENUES
We had no revenues for the period from May 4, 2010 (date of inception) through
June 30, 2011. We believe that we will be able to commence the marketing of our
proposed system immediately following the public launch of our completed
product. We expect to begin generating revenues approximately three months
following the public launch of our product.
LIQUIDITY AND CAPITAL RESOURCES
We are a development stage company that only recently commenced with its
business operations, there is a limited historical basis for liquidity
comparison and analysis.
Through June 30, 2011, we have raised a total of $39,672 from the sale of
12,000,000 shares of our common stock. The Company's sole Director/officer
advanced a total of $682 for organizational costs, we paid the loan in full. As
of June 30, 2010 we had cash in hand of $18,309. Until such time as we are
successful in raising additional capital, assuming we are able to do so, we will
utilize our existing cash to maintain existing operations and meet our SEC
filing obligations. We do not expect to incur any significant costs during this
period. During July and August 2011, we raised an additional $20,000 through the
sale of 2,000,000 shares of common stock.
In the opinion of our management, additional funding is required to meet our
development goals for the next twelve months. We have not yet generated any
revenue from our operations. We will require additional funds to implement our
plans. These funds may be raised through equity financing, debt financing, or
other sources, which may result in the dilution in the equity ownership of our
shares. We will also need more funds if the costs of the development of our
product costs greater than we have budgeted. We will also require additional
financing to sustain our business operations if we are not successful in earning
revenues. Our future is dependent upon our ability to obtain further financing,
the successful development of our website, a successful marketing and promotion
program, attracting and, further in the future, achieving a profitable level of
18
operations. The issuance of additional equity securities by us could result in a
significant dilution in the equity interests of our current stockholders.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
Please see Note 2. Summary of Significant Accounting Policies to the
accompanying financial statements for a discussion of recently issued accounting
pronouncements.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
19
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Advanced Cellular, Inc.
(A Development Stage Company)
June 30, 2011 and 2010
Report of Independent Registered Public Accounting Firm 21
Balance Sheets as of June 30, 2011 and 2010 22
Statements of Operations for the Year Ended June 30, 2011 and for the
periods from May 4, 2010 (Inception) through June 30, 2010 and 2011 23
Statements of Stockholders' Equity for the Year Ended June 30, 2011 and
for the period from May 4, 2010 (Inception) through June 30, 2011 24
Statements of Cash Flows for the Year Ended June 30, 2011 and for the
periods from May 4, 2010 (Inception) through June 30, 2010 and 2011 25
Notes to the Financial Statements 26
20
REPORT OF REGISTERED INDEPENDENT AUDITORS
To the Board of Directors and Stockholders
of Advanced Cellular, Inc.:
We have audited the accompanying balance sheets of Advanced Cellular, Inc. (a
Nevada corporation in the development stage) as of June 30, 2011 and 2010, and
the related statements of operations, stockholders' equity, and cash flows for
the year ended June 30, 2011 and for the periods from inception (May 4, 2010)
through June 30, 2011 and 2010. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States of America). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Advanced Cellular, Inc. as of
June 30, 2011 and 2010, and the results of its operations and its cash flows for
the year ended June 30, 2011 and for the periods from inception (May 4, 2010)
through June 30, 2011 and 2010., in conformity with accounting principles
generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 7 to the
financial statements, the Company is in the development stage, and has not
established any source of revenue to cover its operating costs. As such, it has
incurred an operating loss since inception. Further, as of as June 30, 2011, the
cash resources of the Company were insufficient to meet its planned business
objectives. These and other factors raise substantial doubt about the Company's
ability to continue as a going concern. Management's plan regarding these
matters is also described in Note 6 to the financial statements. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
Respectfully submitted,
/s/ Weinberg & Baer LLC
-----------------------------------
Weinberg & Baer LLC
Baltimore, Maryland
August 28, 2011
21
ADVANCED CELLULAR, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
June 30, June 30,
2011 2010
-------- --------
ASSETS
CURRENT ASSETS:
Cash $ 18,309 $ 20,020
Inventory 6,783 --
-------- --------
TOTAL CURRENT ASSETS 25,092 20,020
-------- --------
TOTAL ASSETS $ 25,092 $ 20,020
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 8,513 $ 8,513
Loans payable - director -- 682
-------- --------
TOTAL CURRENT LIABILITIES 8,513 682
-------- --------
TOTAL LIABILITIES 8,513 682
-------- --------
STOCKHOLDERS' EQUITY:
Preferred Stock, 50,000,000 shares authorized,
par value $0.0001, no shares issued and outstanding -- --
Common Stock, 100,000,000 shares authorized,
par value $0.0001, 10,000,000 shares issued and outstanding 1,000 1,000
Additional paid in capital 19,000 19,000
Subscribed stock not issued 19,672 --
Deficit accumulated during the development stage (23,093) (662)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 16,579 19,338
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 25,092 $ 20,020
======== ========
The accompanying notes are an integral part of these financial statements.
22
ADVANCED CELLULAR, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMETNS OF OPERATIONS
Period From Period From
May 4, 2010 May 4, 2010
Year Ended (Inception) to (Inception) to
June 30, June 30, June 30,
2011 2010 2011
------------ ------------ ------------
REVENUE $ -- $ -- $ --
------------ ------------ ------------
EXPENSES:
Organization cost -- 662 662
General and administrative 22,431 -- 22,431
------------ ------------ ------------
TOTAL EXPENSES 22,431 662 23,093
------------ ------------ ------------
Loss before income taxes (22,431) (662) (23,093)
Provision for Income Taxes -- -- --
------------ ------------ ------------
Net Loss $ (22,431) $ (662) $ (23,093)
============ ============ ============
Basic and Diluted
Loss per Common Share a a
============ ============
Weighted Average Number of Common Shares 10,000,000 10,000,000
============ ============
----------
a = Less than ($0.01) per share
The accompanying notes are an integral part of these financial statements.
23
ADVANCED CELLULAR, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDER'S EQUITY
Deficit
Accumulated
Common Stock Additional Subscribed During the Total
--------------------- Paid in Stock Not Development Stockholder's
Shares Amount Capital Issued Stage Equity
------ ------ ------- ------ ----- ------
INCEPTION MAY 4, 2010 -- $ -- $ -- $ -- $ -- $ --
Common stock issued to directors
for cash ($0.002 per share) 10,000,000 1,000 19,000 -- -- 20,000
Net loss for the period -- -- -- -- (662) (662)
---------- ---------- ---------- ---------- ---------- ----------
BALANCE JUNE 30, 2010 10,000,000 1,000 19,000 -- (662) 19,338
Common stock subscribed for cash
($0.01 per share), net of
issuance costs -- -- -- 19,672 -- 19,672
Net loss for the period -- -- -- -- (22,431) (22,431)
---------- ---------- ---------- ---------- ---------- ----------
BALANCE JUNE 30, 2011 10,000,000 $ 1,000 $ 19,000 $ 19,672 $ (23,093) $ 16,579
========== ========== ========== ========== ========== ==========
The accompanying notes are an integral part of these financial statements.
24
ADVANCED CELLULAR, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASHFLOWS
Period From Period From
May 4, 2010 May 4, 2010
Year Ended (Inception) to (Inception) to
June 30, June 30, June 30,
2011 2010 2011
-------- -------- --------
OPERATING ACTIVITIES
Net loss $(22,431) $ (662) $(23,093)
Adjustments to Reconcile Net Loss to Net Cash
Used by Operating Activities
Increase in inventory (6,783) -- (6,783)
Increase in accounts payable 8,513 -- 8,513
-------- -------- --------
NET CASH USED BY OPERATING ACTIVITIES (20,701) (662) (21,363)
-------- -------- --------
INVESTING ACTIVITIES
NET CASH USED BY INVESTING ACTIVITIES -- -- --
-------- -------- --------
FINANCING ACTIVITIES
Proceeds from (repayment of) loans - director (682) 682 --
Payment of offering costs (328) -- (328)
Proceeds from the sale of common stock 20,000 20,000 40,000
-------- -------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES 18,990 20,682 39,672
-------- -------- --------
Net Increase (Decrease) in Cash (1,711) 20,020 18,309
Cash, Beginning of Period 20,020 -- --
-------- -------- --------
Cash, End of Period $ 18,309 $ 20,020 $ 18,309
======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest $ -- $ --
======== ========
Income taxes $ -- $ --
======== ========
The accompanying notes are an integral part of these financial statements.
25
ADVANCED CELLULAR, INC.
NOTES TO THE FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2011 AND 2010
NOTE 1. GENERAL ORGANIZATION AND BUSINESS
The Company was incorporated under the laws of the state of Nevada on May 4,
2010. The Company has limited operations, is considered a development stage
company and has not yet realized any revenues from its planned operations.
Subsequent to our incorporation, we have been in the process of establishing
ourselves as a company that will focus its operations on developing and
commercializing a performance management system that will be used by cellular
network operators. We have named our system AdvancedPM.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DEVELOPMENT STAGE
As a development stage enterprise, the Company discloses the deficit accumulated
during the development stage and the cumulative statements of operations and
cash flows from inception to the current balance sheet date.
USE OF ESTIMATES
The preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements. The
Company bases its estimates on historical experience, management expectations
for future performance, and other assumptions as appropriate. The Company
re-evaluates its estimates on an ongoing basis; actual results may vary from
those estimates.
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid investments with maturity of three
months or less when purchased to be cash equivalents.
INVENTORIES
Inventories are stated at the lower of cost or fair value, where cost is
determined by using the first-in, first-out method. The Company provides an
allowance for slow moving and obsolete inventory, whereby it reduces inventories
for the diminution of value, resulting from product obsolescence, damage or
other issues affecting marketability, equal to the difference between the cost
of the inventory and its estimated market value. Factors utilized in the
determination of estimated market value include (i) current sales data and
historical return rates, (ii) estimates of future demand, (iii) competitive
pricing pressures, (iv) new product introductions, (v) product expiration dates,
and (vi) component and packaging obsolescence.
DEFERRED OFFERING COSTS
Direct costs incurred in connection with the issuance of equity are capitalized
and recorded in paid in capital during the period when proceeds are received.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying value of the Company's financial instruments, consisting of
accounts payable and accrued liabilities approximate their fair value due to the
short-term maturity of such instruments. Unless otherwise noted, it is
26
management's opinion that the Company is not exposed to significant interest,
currency or credit risks arising from these financial statements.
INCOME TAXES
Deferred tax assets and liabilities are determined based on the differences
between the financial reporting and tax bases of assets and liabilities using
the enacted tax rates and laws that will be in effect when the differences are
expected to reverse. A valuation allowance is established when necessary to
reduce deferred tax assets to the amounts expected to be realized.
The Company accounts for income taxes under the provisions of Financial
Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC")
740, "Accounting for Income Taxes. It prescribes a recognition threshold and
measurement attributes for the financial statement recognition and measurement
of a tax position taken or expected to be taken in a tax return. As a result,
the Company has applied a more-likely-than-not recognition threshold for all tax
uncertainties. The guidance only allows the recognition of those tax benefits
that have a greater than 50% likelihood of being sustained upon examination by
the various taxing authorities. The Company is subject to taxation in the United
States and Canada. All of the Company's tax years since inception remain subject
to examination by Federal and state jurisdictions.
The Company classifies penalties and interest related to unrecognized tax
benefits as income tax expense in the Statements of Operations. As of June 30,
2011 and December 31, 2009, the Company had no accrued interest or penalties.
EARNINGS PER SHARE
The basic earnings (loss) per share is calculated by dividing our net income
available to common shareholders by the weighted average number of common shares
during the year. The diluted earnings (loss) per share is calculated by dividing
our net income (loss) available to common shareholders by the diluted weighted
average number of shares outstanding during the year. The diluted weighted
average number of shares outstanding is the basic weighted number of shares
adjusted as of the first of the year for any potentially dilutive debt or
equity.
SOFTWARE DEVELOPMENT COSTS
Software development costs representing capitalized costs of design,
configuration, coding, installation and testing of the Company's website up to
its initial implementation. Upon implementation, the asset will be amortized to
expense over its estimated useful life of three years using the straight-line
method. Ongoing website post-implementation costs of operation, including
training and application maintenance, will be charged to expense as incurred. As
of June 30, 2011, the Company has yet to incur software development costs
requiring capitalization.
RECENTLY ISSUED ACCOUNTING STANDARDS
In January 2010, the FASB issued Accounting Standards Update ("ASU") 2010-06,
"Improving Disclosures about Fair Value Measurements," which clarifies certain
existing requirements in ASC 820 "Fair Value Measurements and Disclosures," and
requires disclosures related to significant transfers between each level and
additional information about Level 3 activity. FASB ASU 2010-06 begins phasing
in the first fiscal period beginning after December 15, 2009. The Company's
adoption of this guidance did not have an impact on its financial statements and
disclosures.
In October 2009, the FASB issued guidance on "Multiple Deliverable Revenue
Arrangements," updating ASC 605 "Revenue Recognition." This standard provides
application guidance on whether multiple deliverables exist, how the
deliverables should be separated and how the consideration should be allocated
to one or more units of accounting. This update establishes a selling price
27
hierarchy for determining the selling price of a deliverable. The selling price
used for each deliverable will be based on vendor-specific objective evidence,
if available, third-party evidence if vendor-specific objective evidence is not
available, or estimated selling price if neither vendor-specific or third-party
evidence is available. The guidance is effective prospectively for revenue
arrangements entered into or materially modified in fiscal years beginning on or
after June 15, 2010. The Company is currently evaluating the requirements of
this guidance and has not yet determined the impact, if any, on future financial
statements.
In October 2009, the FASB issued ASC 985-605, "Software Revenue Recognition."
This guidance changes the accounting model for revenue arrangements that include
both tangible products and software elements that are "essential to the
functionality," and scopes these products out of current software revenue
guidance. The new guidance will include factors to help companies determine what
software elements are considered "essential to the functionality." The
amendments will now subject software-enabled products to other revenue guidance
and disclosure requirements, such as guidance surrounding revenue arrangements
with multiple deliverables. The amendments in this guidance are effective
prospectively for revenue arrangements entered into or materially modified in
the fiscal years beginning on or after June 15, 2010. Early application is
permitted. The Company is currently evaluating the requirements of this guidance
and has not yet determined the, impact if any, on future financial statements.
In April 2010, the FASB issued ASU No. 2010-17, Revenue Recognition--Milestone
Method (Topic 605): Milestone Method of Revenue Recognition. This ASU codifies
the consensus reached in EITF Issue No. 08-9, "Milestone Method of Revenue
Recognition." The amendments to the Codification provide guidance on defining a
milestone and determining when it may be appropriate to apply the milestone
method of revenue recognition for research or development transactions.
Consideration that is contingent on achievement of a milestone in its entirety
may be recognized as revenue in the period in which the milestone is achieved
only if the milestone is judged to meet certain criteria to be considered
substantive. Milestones should be considered substantive in their entirety and
may not be bifurcated. An arrangement may contain both substantive and
nonsubstantive milestones, and each milestone should be evaluated individually
to determine if it is substantive. ASU 2010-17 is effective on a prospective
basis for milestones achieved in fiscal years, and interim periods within those
years, beginning on or after June 15, 2010. Early adoption is permitted. If a
vendor elects early adoption and the period of adoption is not the beginning of
the entity's fiscal year, the entity should apply 2010-17 retrospectively from
the beginning of the year of adoption. The Company's adoption of this guidance
did not have an impact on its financial statements.
In April 2010, the FASB has issued ASU No. 2010-12, Income Taxes (Topic 740):
Accounting for Certain Tax Effects of the 2010 Health Care Reform Acts. This ASU
updates the FASB Accounting Standards Codification for the SEC Staff
Announcement, Accounting for the Health Care and Education Reconciliation Act of
2010 and the Patient Protection and Affordable Care Act. This announcement
provides guidance on the accounting effect, if any, that arises from the
different signing dates between the Health Care and Education Reconciliation Act
of 2010, which is a reconciliation bill that amends the Patient Protection and
Affordable Care Act (collectively the "Acts"). This application of this guidance
did not have an impact on the Company's financial statements.
Management does not believe that any other recently issued, but not yet
effective, accounting standards if currently adopted would have a material
effect on the accompanying consolidated financial statements.
NOTE 3. INCOME TAXES
The Company uses the liability method, where deferred tax assets and liabilities
are determined based on the expected future tax consequences of temporary
differences between the carrying amounts of assets and liabilities for financial
and income tax reporting purposes. Since its inception through June 30, 2011,
the Company has incurred net losses and, therefore, has no tax liability. The
28
net deferred tax asset generated by the loss carry-forward has been fully
reserved. The cumulative net operating loss carry-forward is approximately
$4,614 and will expire 20 years from the date the loss was incurred. As of June
30, 2011, deferred tax assets consisted of the following:
Net operating losses (estimated tax rate 15%) $ 3,464
Less: valuation allowance (3,464)
Net deferred tax asset $ --
NOTE 4. STOCKHOLDER'S EQUITY
The Company has commenced a capital formation activity by filing a Registration
Statement on Form S-1 to the SEC to register and sell in a self-directed
offering 6,000,000 shares at an offering price of $0.01 per share for proceeds
of up to $60,000.
AUTHORIZED
The Company is authorized to issue 100,000,000 shares of $0.0001 par value
common stock and 50,000,000 shares of preferred stock, par value $0.0001. All
common stock shares have equal voting rights, are non-assessable and have one
vote per share. Voting rights are not cumulative and, therefore, the holders of
more than 50% of the common stock could, if they choose to do so, elect all of
the directors of the Company.
ISSUED AND OUTSTANDING
On May 4, 2010, the Company issued 10,000,000 shares of common stock to its
director for cash consideration of $20,000
During June 2011, the Company sold 2,000,000 shares of common stock for cash
consideration of $20,000. These shares were issued in August 2011. Accordingly,
$19,672, net of offering costs of $ 328, is reflected as Subscribed stock not
issued on the accompanying balance sheet.
NOTE 6. RELATED PARTY TRANSACTIONS
The sole officer and director of the Company is involved in other business
activities and may, in the future, become involved in other business
opportunities. If a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company and their other
business interests. The Company has not formulated a policy for the resolution
of such conflicts.
The Company has paid management fees of $3,000 to its sole executive officer
during the year ended June 30, 2011.
NOTE 6. GOING CONCERN
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has incurred net losses
for the period from inception (May 4, 2010) through June 30, 2011 totaling
$23,093. This condition raises substantial doubt about the Company's ability to
continue as a going concern. The Company's continuation as a going concern is
dependent on its ability to meet its obligations, to obtain additional financing
as may be required and ultimately to attain profitability. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty. Management is planning to raise additional funds through debt
or equity offerings. There is no guarantee that the Company will be successful
in these efforts.
NOTE 7. SUBSEQUENT EVENTS
During July and August 2011, the Company sold 2,000,000 shares of common stock
for gross proceeds of $20,000. In August 2011, the Company issued these shares
and the 2,000,000 shares of common stock subscribe but not issued during the
year ended June 31, 2011.
29
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A(T). CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
As required by Rule 13a-15/15d-15 under the Securities and Exchange Act of
1934,as amended (the "Exchange Act"), as of June 30, 2011, we have carried out
an evaluation of the effectiveness of the design and operation of our Company's
disclosure controls and procedures. This evaluation was carried out under the
supervision and with the participation of our Company's management, our
President (Principal Executive Officer) and Treasurer (Principal Accounting
Officer). Based upon the results of that evaluation, our management has
concluded that, as of June 30, 2011, our Company's disclosure controls and
procedures were effective and provide reasonable assurance that material
information related to our Company required to be disclosed in the reports that
we file or submit under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the SEC's rules and forms, and
that such information is accumulated and communicated to management to allow
timely decisions on required disclosure.
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f)
under the Exchange Act. Our internal control system is designed to provide
reasonable assurance to our management and board of directors regarding the
reliability of financial reporting and the preparation of financial statements
for external reporting purposes in accordance with generally accepted accounting
principles. Our internal control over financial reporting includes those
policies and procedures that:
* Pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the
assets of the Company;
* Provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles in the United States of
America, and that receipts and expenditures of the Company are being
made only in accordance with authorizations of management and
directors of the Company; and
* Provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use or disposition of the Company's
assets that could have a material effect on the financial statements.
Management assessed the effectiveness of our internal control over financial
reporting as of June 30, 2011. In making this assessment, we used the criteria
set forth by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) in INTERNAL CONTROL -- INTEGRATED FRAMEWORK.
30
Our management concluded that, as of June 30, 2011, our internal control over
financial reporting was effective based on the criteria in INTERNAL CONTROL --
INTEGRATED FRAMEWORK issued by the COSO.
This annual report does not include an attestation report of the Company's
independent registered public accounting firm regarding internal control over
financial reporting. Management's report was not subject to attestation by the
Company's independent registered public accounting firm pursuant to rules of the
SEC that permit the Company to provide only management's report in this annual
report.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There were no changes in our internal control over financial reporting
identified in connection with the evaluation described above during the quarter
ended June 30, 2011 that has materially affected or is reasonably likely to
materially affect our internal controls over financial reporting.
ITEM 9B. OTHER INFORMATION
In July 2011, the Company appointed Routh Stock Transfer Agent as its Stock
Transfer Agent and Registrar.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The name, age and position of each of our directors and executive officers are
as follows:
Name Age Position
---- --- --------
Nir Eliyahu 33 President, Secretary, Treasurer and Director
Our sole Director/officer holds office until the next annual meeting of our
stockholders or until their successors is duly elected and qualified. Set forth
below is a summary description of the principal occupation and business
experience of each of our Directors and executive officers for at least the last
five years.
MR. NIR ELIYAHU, PRESIDENT, SECRETARY, TREASURER AND DIRECTOR
We have one executive officer who also serves as our director. Mr. Nir Eliyahu,
our President and a Director, resides in Israel. He has ten years of experience
as an RF and network optimization expert; he also has been involved in large
scale cellular network implementation in Africa, Australia and North America.
Mr. Eliyahu is our President, Secretary, Treasurer and Director. He has served
in these capacities since we were incorporated on May 4, 2010. He has ten years
of experience in the telecom business. Since 2002 to 2005 Mr. Eliyahu was a cell
site engineer at Pelephone Communication of Israel. Since 2006 to present Mr.
Eliyahu has been the head of the RF and optimization department in Movicel
Telecommunication of Angola, Africa. He is responsible for improving Movicel's
network performance, generating network performance reports for management and
supporting the development of the network performance system and supporting the
new implementation of cell sites.
We believe Mr. Eliyahu's qualifications to sit on our board of directors include
his years of experience as an RF and network optimization performance expert, as
well as the deep understanding of our proposed product.
31
He is not an officer or director of any reporting company that files annual,
quarterly, or periodic reports with the United States Securities and Exchange
Commission.
AUDIT COMMITTEE AND FINANCIAL EXPERT
We do not have an audit committee or an audit committee financial expert. Our
corporate financial affairs are simple at this stage of development and each
financial transaction can be viewed by any officer or Director at will.
CODE OF ETHICS
We do not currently have a Code of Ethics applicable to our principal executive,
financial and accounting officers.
POTENTIAL CONFLICTS OF INTEREST
Since we do not have an audit or compensation committee comprised of independent
Directors, the functions that would have been performed by such committees are
performed by our Board of Directors. Thus, there is a potential conflict of
interest in that our Directors have the authority to determine issues concerning
management compensation, in essence their own, and audit issues that may affect
management decisions. We are not aware of any other conflicts of interest with
any of our Executives or Directors.
BOARD'S ROLE IN RISK OVERSIGHT
The Board assesses on an ongoing basis the risks faced by the Company. These
risks include financial, technological, competitive, and operational risks. The
Board dedicates time at each of its meetings to review and consider the relevant
risks faced by the Company at that time. In addition, since the Company does not
have an Audit Committee, the Board is also responsible for the assessment and
oversight of the Company's financial risk exposures.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
We are not aware of any material legal proceedings that have occurred within the
past ten years concerning any Director or control person which involved a
criminal conviction, a pending criminal proceeding, a pending or concluded
administrative or civil proceeding limiting one's participation in the
securities or banking industries, or a finding of securities or commodities law
violations.
ITEM 11. EXECUTIVE COMPENSATION
Since our inception, compensation of our executives has been limited to $3,000
paid to our sole officer and director for management fees.
We have no employment agreements with any of our executive officers or
employees.
OPTION/SAR GRANTS
We do not currently have a stock option plan. No individual grants of stock
options, whether or not in tandem with stock appreciation rights known as SARs
or freestanding SARs, have been made to any executive officer or any Director
since our inception; accordingly, no stock options have been granted or
exercised by any of the officers or Directors since we were founded.
32
LONG-TERM INCENTIVE PLANS AND AWARDS
We do not have any long-term incentive plans that provide compensation intended
to serve as incentive for performance. No individual grants or agreements
regarding future payouts under non-stock price-based plans have been made to any
executive officer or any Director or any employee or consultant since our
inception; accordingly, no future payouts under non-stock price-based plans or
agreements have been granted or entered into or exercised by our officer or
Director or employees or consultants since we were founded.
COMPENSATION OF DIRECTORS
There are no arrangements pursuant to which our Directors are or will be
compensated in the future for any services provided as Directors.
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT, AND CHANGE-IN-CONTROL
ARRANGEMENTS
There are currently no employment agreements or other contracts or arrangements
with our officers or Directors. There are no compensation plans or arrangements,
including payments to be made by us, with respect to our officers or Directors
that would result from either (a) the resignation, retirement or any other
termination of any of our Directors or officers, or (b) a change-in-control.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Other than the transactions discussed below, we have not entered into any
transaction nor are there any proposed transactions in which our Director,
executive officer, stockholders or any member of the immediate family of the
foregoing had or is to have a direct or indirect material interest.
In May 2010 the Company's Director advanced a total of $682 for organizational
costs. The advance has been repaid in full.
DIRECTOR INDEPENDENCE
We are not subject to listing requirements of any national securities exchange
or national securities association and, as a result, we are not at this time
required to have our board comprised of a majority of "independent Directors."
We do not believe that any of our directors currently meet the definition of
"independent" as promulgated by the rules and regulations of NASDAQ.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDERS MATTERS
The following table sets forth certain information concerning the ownership of
the Common Stock by (a) each person who, to the best of our knowledge,
beneficially owned on that date more than 5% of our outstanding common stock,
(b) each of our Directors and executive officers, and (c) all current Directors
and executive officers as a group. The following table is based upon an
aggregate of 10,000,000 shares of our common stock outstanding as of June 30,
2011.
Title Name and Address of Amount and Nature of Percent of
of Class Beneficial Owner Beneficial Ownership (1) Class (1)(2)
-------- ---------------- ------------------------ ------------
Common Nir Eliyahu 10,000,000 100%
c/o Eastbiz.com Inc.
Suite 17 - 5348 Vegas Dr.
Las Vegas NV 89108
USA
33
----------
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission (the "SEC") and generally includes
voting or investment power with respect to securities. In accordance with
SEC rules, shares of common stock issuable upon the exercise of options or
warrants which are currently exercisable or which become exercisable within
60 days following the date of the information in this table are deemed to
be beneficially owned by, and outstanding with respect to, the holder of
such option or warrant. Except as indicated by footnote, and subject to
community property laws where applicable, to our knowledge, each person
listed is believed to have sole voting and investment power with respect to
all shares of common stock owned by such person.
(2) The percent of class is based on the total number of shares outstanding of
10,000,000 as of June 30, 2011.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE
TRANSACTIONS WITH RELATED PERSONS
Other than the stock transactions discussed below, we have not entered into any
transaction nor are there any proposed transactions in which any of our
directors or nominees, executive officers, or any member of the immediate family
of any of the foregoing had or is to have a direct or indirect material
interest.
Our sole Director/officer, Nir Eliyahu, on May 4, 2010, purchased 10,000,000
shares of common stock in a private offering at $0.002 per share.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
AUDIT FEES
The aggregate fees billed during the fiscal year ended June 30, 2011 and the
period from May 4, 2010 (inception) for professional services rendered by
Weinberg & Baer LLC, with respect to the audits of our 2011 and 2010 financial
statements, as well as their quarterly reviews of our interim financial
statements and services normally provided by the independent accountant in
connection with statutory and regulatory filings or engagements for these fiscal
periods, were as follows:
2011 2010
------ ------
Audit Fees and Audit Related Fees $7,900 $2,500
Tax Fees -- --
All Other Fees -- --
------ ------
TOTAL $7,900 $2,500
====== ======
In the above table, "audit fees" are fees billed by our Company's external
auditor for services provided in auditing our Company's annual financial
statements for the subject year. "Audit-related fees" are fees not included in
audit fees that are billed by the auditor for assurance and related services
that are reasonably related to the performance of the audit review of our
company's financial statements. "Tax fees" are fees billed by the auditor for
professional services rendered for tax compliance, tax advice and tax planning.
34
"All other fees" are fees billed by the auditor for products and services not
included in the foregoing categories.
PRE APPROVAL POLICIES AND PROCEDURES
We do not have a separately designated Audit Committee. The Board of Directors
pre-approves all services provided by our independent auditors. All of the above
services and fees were reviewed and approved by the Board of Directors either
before or after the respective services were rendered.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
EXHIBIT DESCRIPTION
Exhibit
Number Description
------ -----------
31.1 Certification of CEO Pursuant to 18 U.S.C. ss. 1350, Section 302
31.2 Certification of CFO Pursuant to 18 U.S.C. ss. 1350, Section 302
32.1 Certification Pursuant to 18 U.S.C. ss.1350, Section 906
32.2 Certification Pursuant to 18 U.S.C. ss. 1350, Section 906
35
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ADVANCED CELLULAR, INC.
Date: September 8, 2011 By: /s/ Nir Eliyahu
-----------------------------------
Nir Eliyahu,
President and Director
(Principal Executive Officer)
36