UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For quarterly period ended December 31, 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 of (I.R.S. Employer
Incorporation or Organization) Identification No.)
5348 Vegas Dr.
Las Vegas NV 89108
(Address of principal executive offices) (Zip code)
Tel: 888-284-3821
Fax: +1 (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)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [ ] No [X]
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 [X] NO [ ]
Indicate by checkmark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
definition of "large accelerated filer," "accelerated filer," and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [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 [ ]
The issuer has 14,000,000 shares of common stock outstanding as of January 31,
2012.
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS 3
Balance Sheets as of December 31, 2011(Unaudited) and June 30, 2011 3
Statements of Operations for the Three and Six Months Ended
December 31, 2011 and 2010 and for the period from May 4, 2010
(Inception) through December 31, 2011 (Unaudited) 4
Statement of Stockholders' Equity for the Three Months Ended
December 31, 2011, and for the periods from May 4, 2010 (Inception)
through December 31, 2011 (Unaudited) 5
Statements of Cash Flows for the Six Months Ended December 31, 2011
and 2010, and for the period from May 4, 2010 (Inception) through
December 31, 2011 (Unaudited) 6
Notes to the Financial Statements (Unaudited) 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS 11
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK 12
ITEM 4. CONTROLS AND PROCEDURES 12
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 13
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 13
ITEM 3. DEFAULTS IN SENIOR SECURITIES 13
ITEM 4. REMOVED AND RESERVED 13
ITEM 5. OTHER INFORMATION 13
ITEM 6. EXHIBITS 13
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ADVANCED CELLULAR, INC.
(A Development Stage Company)
BALANCE SHEETS
December 31, June 30,
2011 2011
-------- --------
(Unaudited) (Audited)
ASSETS
Current Assets:
Cash $ 13,361 $ 18,309
Inventory -- 6,783
-------- --------
Total current assets 13,361 25,092
-------- --------
Total assets $ 13,361 $ 25,092
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 556 $ 8,513
Loan payable - stockholder 4,908 --
-------- --------
Total current liabilities 5,464 8,513
-------- --------
Total liabilities 5,464 8,513
-------- --------
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, 14,000,000 and 10,000,000 shares
issued and outstanding, respectively 1,400 1,000
Additional paid in capital 49,850 19,000
Subscribed stock not issued -- 19,672
Deficit accumulated during the development stage (43,353) (23,093)
-------- --------
Total stockholders' equity 7,897 16,579
-------- --------
Total liabilities and stockholders' equity $ 13,361 $ 25,092
======== ========
The accompanying notes are an integral part of these financial statements.
3
ADVANCED CELLULAR, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
Cumulative
Three Months Ended Six Months Ended May 4, 2010
December 31, December 31, (Inception) to
------------------------------ ------------------------------ December 31,
2011 2010 2011 2010 2011
------------ ------------ ------------ ------------ ------------
Revenue $ -- $ -- $ -- $ -- $ --
Expenses:
Organization costs -- -- -- -- 662
General and administrative 3,026 1,090 20,259 2,676 42,691
------------ ------------ ------------ ------------ ------------
Total expenses 3,026 1,090 20,259 2,676 43,353
Loss before income taxes (3,026) (1,090) (20,259) (2,676) (43,353)
Provision for Income Taxes -- -- -- -- --
------------ ------------ ------------ ------------ ------------
Net Loss $ (3,026) $ (1,090) $ (20,259) $ (2,676) $ (43,353)
============ ============ ============ ============ ============
Basic and Diluted
Loss per Common Share a a a a
============ ============ ============ ============
Weighted Average umber of
Common Shares Outstanding 14,000,000 10,000,000 13,260,870 10,000,000
============ ============ ============ ============
----------
a = Less than ($0.01) per share
The accompanying notes are an integral part of these financial statements.
4
ADVANCED CELLULAR, INC.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY
(unaudited)
Deficit
Accumulated
Common Stock Additional Subscribed During the Total
---------------------- Paid in Stock Development Stockholders'
Shares Amount Capital Not 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
---------- ---------- ---------- ---------- ---------- ----------
Net loss for the period -- -- -- -- (1,586) (1,586)
---------- ---------- ---------- ---------- ---------- ----------
BALANCE SEPTEMBER 30, 2010 10,000,000 1,000 19,000 -- (2,248) 17,752
---------- ---------- ---------- ---------- ---------- ----------
Net loss for the period -- -- -- -- (1,090) (1,090)
---------- ---------- ---------- ---------- ---------- ----------
BALANCE DECEMBER 31, 2010 10,000,000 1,000 19,000 -- (3,338) 16,662
---------- ---------- ---------- ---------- ---------- ----------
Net loss for the period -- -- -- -- (7,218) (7,218)
---------- ---------- ---------- ---------- ---------- ----------
BALANCE MARCH 31, 2011 10,000,000 1,000 19,000 -- (10,556) 9,444
---------- ---------- ---------- ---------- ---------- ----------
Common stock subscribed for
cash ($0.01 per share), net
of issuance costs -- -- -- 19,672 -- 19,672
Net loss for the period -- -- -- -- (12,537) (12,537)
---------- ---------- ---------- ---------- ---------- ----------
BALANCE JUNE 30, 2011 10,000,000 1,000 19,000 19,672 (23,093) 16,579
---------- ---------- ---------- ---------- ---------- ----------
Issuance of subscribed stock 2,000,000 200 19,472 (19,672) -- --
Common stock issued for cash
($0.01 per share), net of
issuance costs 2,000,000 200 11,378 -- -- 11,578
Net loss for the period -- -- -- -- (17,234) (17,234)
---------- ---------- ---------- ---------- ---------- ----------
BALANCE SEPTEMBER 30, 2011 14,000,000 1,400 49,850 -- (40,327) 10,923
Net loss for the period -- -- -- -- (3,026) (3,026)
---------- ---------- ---------- ---------- ---------- ----------
BALANCE DECEMBER 31, 2011 14,000,000 $ 1,400 $ 49,850 $ -- $ (43,353) $ 7,897
========== ========== ========== ========== ========== ==========
The accompanying notes are an integral part of these financial statements.
5
ADVANCED CELLULAR, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
For the
Period From
Six Months Ended May 4, 2010
December 31, (Inception) to
--------------------------- December 31,
2011 2010 2011
-------- -------- --------
OPERATING ACTIVITIES
Net loss $(20,259) $ (2,676) $(43,353)
Adjustments To Reconcile Net Loss To
Net Cash Used By Operating Activities
Write-down of inventory 6,783 -- --
Increase (decrease) in accounts payable (7,958) 1,320 556
-------- -------- --------
Net cash used by operating activities (21,434) (1,356) (42,797)
-------- -------- --------
INVESTING ACTIVITIES
Net cash used by investing activities -- -- --
-------- -------- --------
FINANCING ACTIVITIES
Net advances (repayment) of loans - director 4,908 (682) 4,908
Payment of deferred offering costs -- (8,370) --
Proceeds from issuance of common stock 11,578 -- 51,250
-------- -------- --------
Net cash provided by (used in) financing activities 16,486 (9,052) 56,158
-------- -------- --------
Net Increase (Decrease) in Cash (4,948) (10,408) 13,361
Cash, Beginning of Period 18,309 20,020 --
-------- -------- --------
Cash, End of Period $ 13,361 $ 9,612 $ 13,361
======== ======== ========
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.
6
ADVANCED CELLULAR, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2011
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. BASIS OF PRESENTATION
The accompanying unaudited condensed interim financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America and the rules and regulations of the United States
Securities and Exchange Commission ("SEC") for interim financial information and
with the instructions to Form 10-Q and Article 10 of Regulation S-X.
The financial information as of June 30, 2011 is derived from the audited
financial statements presented in the Company's Form 10-K filed with SEC on
September 9, 2011. The unaudited condensed interim financial statements should
be read in conjunction with the Company's Form 10-K, which contains the audited
financial statements and notes thereto.
Certain information or footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America have been condensed or omitted, pursuant to the
rules and regulations of the SEC for interim financial reporting. Accordingly,
they do not include all the information and footnotes necessary for a
comprehensive presentation of financial position, results of operations, or cash
flows. It is management's opinion, however, that all material adjustments
(consisting of normal recurring adjustments) have been made which are necessary
for a fair financial statement presentation. The interim results for the period
ended December 31, 2011 are not necessarily indicative of results for the full
fiscal year.
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES
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 accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those estimates.
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
7
our net loss attributable 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 for
any potentially dilutive debt or equity.
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. During the three months ended
September 30, 2011, the Company determined that it would not likely be able to
generate revenue from the sale of its inventory. Accordingly, the Company has
written-off its inventory and recognized a charge of $6,783, which is included
in general and administrative expenses on the statement of operations.
DEFERRED OFFERING COSTS
Costs directly related to the issuance of common stock are capitalized when
incurred and reclassed to equity at the time proceeds from the sale of common
stock are received.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying value of the Company's financial instruments, consisting of
accounts payable and loans from director approximate their fair value due to the
short-term maturity of such instruments. Unless otherwise noted, it is
management's opinion that the Company is not exposed to significant interest,
currency or credit risks arising from these financial instruments.
INCOME TAXES
A deferred tax asset or liability is recorded for all temporary differences
between financial and tax reporting and net operating loss carry forwards.
Deferred tax expense (benefit) results from the net change during the year of
deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized. Deferred tax assets and liabilities are
adjusted for the effects of changes in tax laws and rates on the date of
enactment.
When required, the Company records a liability for unrecognized tax positions,
defined as the aggregate tax effect of differences between positions taken on
tax returns and the benefits recognized in the financial statements. Tax
positions are measured at the largest amount of benefit that is greater than
fifty percent likely of being realized upon ultimate settlement. No tax benefits
are recognized for positions that do not meet this threshold. The Company has no
uncertain tax positions that require the Company to record a liability. The
Company's tax years ended June 30, 2010 and 2011 remain subject to examination
by Federal and state jurisdictions.
The Company recognizes penalties and interest associated with tax matters as
part of the income tax provision and includes accrued interest and penalties
with the related tax liability in the balance sheet. No provision for income
8
taxes was required in any of the periods presented in the accompanying
statements of operations because of net operating loss carryforwards generated
by the Company.
NOTE 4. 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 inception through December
31, 2011, the Company has incurred net losses and, therefore, has no tax
liability. The net deferred tax asset generated by the loss carry-forward has
been fully reserved. The cumulative net operating loss carry-forward as of
December 31, 2011 is $43,353 and will expire 20 years from the date the losses
were incurred.
NOTE 5. STOCKHOLDER'S EQUITY
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.
In August 2011, the Company issued 4,000,000 shares of common stock for net
proceeds $31,250, of which $19,672 was received during June 2011 and presented
as subscriptions received not issued on the June 30, 2011 balance sheet.
NOTE 6. RELATED PARTY TRANSACTIONS
During the three months ended December 31, 2011, the Company's sole officer and
director advanced $4,908 to the Company for travel and administrative expenses.
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.
NOTE 7. GOING CONCERN
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has net losses for the
period from inception (May 4, 2010) to December 31, 2011 of $43,353. 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.
9
NOTE 8. CONCENTRATIONS OF RISKS
The Company's operations are subject to significant risk and uncertainties
including financial, operational, technological, and regulatory risks including
the potential risk of business failure. See Note 7 regarding going concern
matters.
NOTE 9. PROPERTY
The Company does not own or rent any property. We currently maintain our
corporate office at 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.
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FORWARD LOOKING STATEMENTS
This quarterly report on Form 10-Q contains certain forward-looking statements.
Forward-looking statements may include our statements regarding our goals,
beliefs, strategies, objectives, plans, including product and service
developments, future financial conditions, results or projections or current
expectations. In some cases, you can identify forward-looking statements by
terminology such as "may," "will," "should," "expect," "plan," "anticipate,"
"believe," "estimate," "predict," "potential" or "continue," the negative of
such terms, or other comparable terminology. Such forward-looking statements
appear in this Item 2 - "Management's Discussion and Analysis of Financial
Condition and Results of Operations," and include statements regarding our
expectations regarding our short - and long-term capital requirements and our
business plan and estimated expenses for the coming 12 months. These statements
are subject to known and unknown risks, uncertainties, assumptions and other
factors that may cause actual results to be materially different from those
contemplated by the forward-looking statements. The business and operations of
Advanced Cellular, Inc. are subject to substantial risks, which increase the
uncertainty inherent in the forward-looking statements contained in this report.
We undertake no obligation to release publicly the result of any revision to
these forward-looking statements that may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events. Further information on potential factors that could affect
our business is described under the heading "Risks Related To Our Company" in
Part I, Item 1A, "Risk Factors" in our Form 10-K filed for the year ended June
30, 2011 with the SEC on September 9, 2011. Readers are also urged to carefully
review and consider the various disclosures we have made in this report.
OVERVIEW
Advanced Cellular, Inc. ("Advanced", "us", "we" and "our") was incorporated on
May 4, 2010 in the State of Nevada. We are a development stage company, and to
date have not earned any revenue and currently do not have any significant
assets. Our corporate offices are located at 5348 Vegas Drive, Las Vegas, Nevada
89108. Our telephone number is (888) 284-3821 and our fax number is (888)
353-8842. We do not have any subsidiaries.
We have launched 2 websites, our corporate website at
http://advancedcellularinc.com/ and an ecommerce complementary website for
cellular network operators at http://advancedcellularinconline.com/.
As of December 31, 2011, our company has $13,361 of cash and will need to raise
additional capital within the next twelve months. The company has no full time
employees and our current officer/director intends to devote approximately five
hours per week to our business activities.
RESULTS OF OPERATIONS - THREE MONTHS ENDED DECEMBER 31, 2011 AND 2010
During the three months ended December 31, 2011, we incurred operating expenses
of $3,026. Our operating expenses for the three months ended December 31, 2011
included accounting fees of $2,800, $100 of consulting fees related to our SEC
filings, stock transfer agent fees of $80, and and other general and
administrative expenses of $46.
During the three months ended December 31, 2010, we incurred operating expenses
of $1,090, which included consulting fees of $1,070 and other general and
administrative expenses of $20.
RESULTS OF OPERATIONS - SIX MONTHS ENDED DECEMBER 31, 2011 AND 2010
During the six months ended December 31, 2011, we incurred operating expenses of
$20,259. Our operating expenses for the six months ended December 31, 2011
included a write-down of inventory in the amount of $6,783, accounting fees of
$6,800, travel expenses of $5,000, $1,090 of consulting fees related to our SEC
filings, and other general and administrative expenses of $586.
11
During the six months ended December 31, 2010, we incurred operating expenses of
$2,676, consisting of primarily of a management fee of $1,000 paid to our chief
executive officer, $1,070 of research and consulting fees and $444 of
professional fees related to filings with the SEC.
LIQUIDITY AND CAPITAL RESOURCES
To date, we have had negative cash flows from operations and we have been
dependent on sales of our equity securities to meet our cash requirements. We
expect this situation to continue for the foreseeable future. We anticipate that
we will have negative cash flows from operations in the next twelve month
period.
As of December 31, 2011, we had cash of $13,361 representing a net decrease in
cash of $2,946 since September 30, 2011.
During the three months ended December 31, 2011, we used $2,946 of cash in
operations for the operating expenses described above, in addition to an $80
increase in accounts payable.
Because we have not generated any revenue from our business, we will need to
raise additional funds for the future development of our business and to respond
to unanticipated requirements or expenses. There can be no assurance that
additional financing will be available to us, or on terms that are acceptable.
Consequently, we may not be able to proceed with our intended business plans or
complete the development and commercialization of our product.
If we fail to generate sufficient net revenues, we will need to raise additional
capital to continue our operations thereafter. We cannot guarantee that
additional funding will be available on favorable terms, if at all. Any
shortfall will affect our ability to expand or even continue our operations. We
cannot guarantee that additional funding will be available on favorable terms,
if at all.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. 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 December 31, 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 December 31, 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.
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 December 31, 2011 that has materially affected or is reasonably likely to
materially affect our internal controls over financial reporting.
12
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. REMOVED AND RESERVED
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
(a) Pursuant to Rule 601 of Regulation SK, the following exhibits are included
herein or incorporated by reference.
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
101 Interactive Data Files pursuant to Rule 405 of Regulation S-T.
13
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Advanced Cellular, Inc.
By: /s/ Nir Eliyahu
-----------------------------------
Nir Eliyahu
President, Chief Executive Officer,
Chief Financial Officer, Director
(Principal Executive Officer,
Principal Financial Officer,
Principal Accounting Officer)
February 9, 2012
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
By: /s/ Nir Eliyahu
-----------------------------------
Nir Eliyahu
President, Chief Executive Officer,
Chief Financial Officer, Director
(Principal Executive Officer,
Principal Financial Officer,
Principal Accounting Officer)
February 9, 2012
14