10-Q 1 ACDU10Q.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2011.

 

Commission file number 0-27182

 

 

ACCREDITED BUSINESS CONSOLIDATORS CORP.

(Exact name of registrant as specified in its charter) 

 

 

PENNSYLVANIA 25-1624305
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)

 

219 Bow Road, Suite 3
London, United Kingdom E3 2SJ
(Address of principal executive offices, including zip code)

 

+44 (0) 844-774-1772
+44 (0) 844-774-1609 Facsimile
(Registrant’s telephone number, including area code)

 

196 WEST ASHLAND STREET

DOYLESTOWN, PA  18901

(Registrant's prior address)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) or 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 is, a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer   ¨   Accelerated filer   ¨
Non-accelerated filer   ¨   Smaller reporting company   x
(Do not check if a smaller reporting company)            

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

 Yes    ( )    No    (X)

 

Transitional Small Business Disclosure Format (Check one): Yes ( ) No (x)

 

The aggregate market value of the common stock held by all persons using the price of $.0021, which is the price at the close on September 30, 2011, is $916,440. As of September 30, 2011, there are 436,399,566 common shares outstanding with a par value of .0001. There are 500,000,000 preferred shares outstanding which share the same voting rights as the common stock except that their voting power will never be less than 51%.  Therefore, the common stock represent slightly less than half of the Company's control.

  

 

 

 
 

 

 

FORWARD LOOKING STATEMENTS AND RISK FACTORS

 

Certain statements contained in this Form 10-Q filed by Accredited Business Consolidators Corp. (“ACDU” or "Company") constitute "statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These statements, identified by words such as "will," "may," "expect," "believe," "anticipate," "intend," "could," "should," "expect," "estimate," "plan" and similar expressions, relate to or involve the current views of management with respect to future expectations, objectives and events and are subject to substantial risks, uncertainties and other factors beyond management's control that may cause actual results to be materially different from any such forward-looking statements. Such risks and uncertainties include those set forth in this document and others made by or on behalf of the Company in the future, including but not limited to, the Company's limited operating history, its need for additional capital or financing, its ability or inability to produce and market products and services, its ability to make a profit in the future, its dependence on a limited number of customers and key personnel, its dependence on certain industries, its ability to locate and consummate business opportunities that would appear to be in the best interests of the shareholders, its ability to implement strategies to develop its business in emerging markets, competition from other or similar companies or businesses, and, general economic conditions. Any forward-looking statements in this document and any subsequent Company document must be evaluated in light of these and other important risk factors. The Company does not intend to update any forward-looking information to reflect actual results or changes in the factors affecting such forward-looking information.

 

 

 

 
 

 

ACCREDITED BUSINESS CONSOLIDATORS CORP.  
BALANCE SHEET  
September 30, 2011 3Q  
(Expressed in Dollars)  
       
       
ASSETS    
       
Current assets :  
       
Cash and Bank Account  $    2,540.27  
  Banks       2,540.27  
Temporary Investments(stocks) $   90,254.89  
  Industrial Supply Co LLC       2,500.00  
  Hiland Terrace Corp       4,200.00  
  3-101-53218 S.A       2,000.00  
  Southeast Banking Corp       7,763.40  
  Soluciones Faciles S.A       5,000.00  
  Accredited Business Consolidators Corp.       5,560.77  
  AVRO- Averion Interational Corp       1,601.00  
  Diversified Land Management Group, Inc          225.00  
  Rodman & Renshaw Gap. Gp, Inc.      22,325.00  
  IAHL- IAHL Corporation      38,879.72  
  JMON- James Monroe Capital Corp.          200.00  
Accounts Receivable  $  48,875.28  
  Industrial Supply Co LLC       2,737.59  
  Richwood Eco Ventures Inc.      35,612.50  
  Telecoms Tools Inc.       2,112.00  
  Accredited Suppliers Corp.       2,713.95  
  Domain Management Inc.       1,966.40  
  Identifier Inc.            83.09  
  Italian Oven Financial Inc          137.50  
  Italian Oven Travel & Entretainment Corp.          137.50  
  Italian Oven International          137.50  
  Italian Oven Intellectual Property Corp.          137.50  
  Italian Oven Tecnologies Inc.          137.50  
  Accredited Hospitality Group, Inc          137.50  
  Accredited Consolidator Europe PLC       1,784.75  
  Calichi Sino       1,040.00  
TOTAL ASSETS: 141,670.44  
       
     
LIABILITIES  
       
Current liabilities:  
       
Loans from shareholders  $ 191,676.00  
  My Pleasure Ltd.     191,676.00  
Interest of loans from shareholders  $   35,870.20  
  My Pleasure Ltd.      35,870.20  
TOTAL LIABILITIES:  227,546.20  
       
CAPITAL    
Stockholders' equity  
       
Accumulated Deficit  $-235,875.76  
 Preferred stock, $.0001 par value, 500,000,000 shares authorized no shares issued or outstanding $50,000
Common Stock, $0.0001 par value, 450,000 ,000 shares authorized, 436,399,566 shares issued and outstanding $43,640
 Adjustments to Shareholder's equity(deficit caused by par value previously shares issued) $  -43,640 
Additional paid-in Capital  $ 100,000  
TOTAL CAPITAL:  -   85,875.76  
       
       
   LIABILITIES AND STOCKHOLDER EQUITY  141,670.44  
 
       
  The accompanying notes are an integral part of the financial statements.  

 

 
 

 

ACCREDITED BUSINESS CONSOLIDATORS CORP.
CASH FLOW STATEMENT
     
At September 30, 2011
     
     
Expressed in Dollars    
     
     
    Quarter Ended
    September 30,
    2011
Cash flows from operating activities:  
     
Net Loss   -        926.55  
     
     
Adjustments to reconcile net loss to net cash used    
Note payable issued in exchange for services                    -    
Net loans on subsidiary    
Interest payable    
Account payable                    -    
Net cash used in operating activities   -        926.55  
Cash flows from investing activities:  
Stock/Interest on Companies acquiered    
Cash flows from financing activities:                  -    
Suppliers loans    
Issuance of preferred stock for cash                    -    
Brokerage net Invest    
Advances from stockholders                    -    
Net cash provided by financing activities                    -    
Net change in cash                    -    
     
Cash at the beginning of period         3,466.82  
Cash at the end of period         2,540.27  
     
     
     
  The accompanying notes are an integral part of the financial statements.

 
 

ACCREDITED BUSINESS CONSOLIDATORS CORP.
     
STATEMENT OF OPERATIONS 
September 30, 20113Q
Expressed in Dollars 
     
   
    Quarter Ended
    September 30,
    2011
     
REVENUE    $          45.44
Commissions                 45.41
Dividends                   0.03
TOTAL INCOME       $          45.44
     
EXPENDITURE    
     
General and administrative  971.99
     
Office rent                  311.97  
Telefhone expenses                  199.00  
Internet services                    63.07  
Bank fees                  119.85  
Travels Services                  278.10  
Profit (or loss) before income taxes     -        926.55  
Provision for income taxes    0
Profit (or loss)   $ -        926.55  
     
     
     
     
     
  The accompanying notes are an integral part of the financial statements.
     

 

 
 

 

 

ACCREDITED BUSINESS CONSOLIDATORS CORP.  
STATEMENT OF STOCKHOLDER'S EQUITY  
               
Detail Capital on Shares Capital Stock Paid-In Capital Retained Earning Acumulated Deficit Total  
 
Balance as September 2011          150,000.00    $(234,022.66)  $    (84,022.66)  
Preferred Shares 500,000,000 authorized at $0.0001        500,000,000 0.0001  $    50,000.00        
Common Shares 450,000,000 authorized at .0001        436,399,566 0.0001  $    43,640.00        
Comprehensive Income:              
Net Income 3th Quarter 2011                        (926.55)  
Less par value of treasury shares              
Additional Paid-in Capital      $  100,000.00        
Adjustments to Shareholder's equity      $ (43,640.00)        
Balance as September 2011       936,399,566        150,000.00    $(234,022.66)  $    (84,949.21)  
               
               

 

 
 

ACCREDITED BUSINESS CONSOLIDATORS CORP.

ACCOMPANYING NOTES

At September 30, 2011

 

Note 1: Summary of accounting policies

 

The financial statements have been prepared in accordance with accounting principles generally accepted in the United States. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, income statement, and cash flows of the Company for all periods presented have been made. Specifically, during the relevant period, the company had minimal operations, a small amount of assets, but incurred substantial debt.

 

 

Organization and business

 

Prior management organized Accredited Business Consolidators Corp. (the "Company" or "accredited") in 1990 under the name Fornello USA, Inc. Accredited changed its name to The Italian Oven, Inc., to reflect the operation of various Italian restaurants. However, in October 1996, the company had no funds to sustain itself and filed for protection under Chapter 11 of Federal Bankruptcy Code. The Company presented a plan to the Bankruptcy Court, which stripped it of all assets, including intellectual property. The plan provided no payment to shareholders, but neither canceled nor terminated the common shares of the company. The Bankruptcy Court of the United States for the Western District of Pennsylvania approved the bankruptcy plan and on July 17, 1998. At that time, the Company emerged from bankruptcy.

 

After AccreditedBiz emerged from bankruptcy, and until December 31, 2007, the Company did not conduct any business. It had no operations or assets. Instead, it simply remained dormant while the administration sought an opportunity for its shareholders. The Company had no restaurants, and presently has no restaurants, and is not affiliated with any remaining restaurants that bear its name.

 

In late 2008, My Pleasure Ltd. bought the controlling interest of the Company with the intent to locate business opportunities. Since then, the Company has been investing in small start-up enterprises and loaning them money to begin their operations.

 

 

Basis of presentation and the ongoing uncertainty

 

Certain information and disclosures in the notes are included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted. The results of operations for the current year are not necessarily indicative of operating results expected for any subsequent fiscal year.

 

The financial statements of the Company have been prepared assuming the Company will continue as a going concern. However, the company has minimal assets and insufficient working capital. These conditions, among others, give rise to serious doubts about the ability of the company to continue as a going concern. There is no guarantee that the measures taken by the management will meet all the needs of the company to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

 

Management estimates

  

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

Note 2: Related party transactions

 

Since late 2008, when My Pleasure Ltd. acquired the majority ownership of the Company, the majority of Accredited’s funding came from that enterprise. This funding is considered a related party transaction. Similarly, with respect to the loans made by AccreditedBiz during 2011, the funds were made to affiliates of the Company and are considered related party transactions. These transactions create additional risk as the loans made and received may not meet normal business standards and due diligence.

 

 

Note 3: Commitments and contingencies

 

As of September 30, 2011, the Company is not subject to contingencies or commitments or obligations under lease commitments.

 

 

Note 4: Going concern

 

At September 30, 2011, the Company had insufficient working capital. As such, the accompanying financial statements have been prepared assuming the Company will continue as a going concern. The company does not have sufficient working capital for its planned activities, which raises substantial doubt about its ability to continue as a going concern. The continuation of the company as a going concern depends on obtaining additional working capital. In addition, the company’s business model is untested and untried. The Company invests in high risk start-up enterprises. The Company will rely on receiving additional funding from My Pleasure and other enterprises in order to continue making investments and loans. This situation makes Accredited a company that is suitable for investment only by for professional investors that understand the inherent risks of a company that invests in start–up enterprises. Additionally, the Company trades in the Over-the-Counter market, a volatile market for professional investors who understand the risks inherent in trading stocks that lack liquidity.

 

 

Note 5:

 

On March 29, 2010, the Company closed all the bank accounts it possessed, however, it kept two bank account. The amount of such bank accounts includes:

38300640-8569 670.66

38300640-8572 1,369.22

OptionsXpress Brokerage Account 500.39

$2,540.27

 

 

Note 6:

Temporary Investments(Stocks)

Industrial Supply Co LLC 25% Interest in the company $2,500.00

Hiland Terrace Corp 43, 639,950 Common shares $4,200.00 1, 000,000 Preferred Shares

3-101-53218 S.A 25% outstanding stock $2,000.00

Southeast Banking Corp 77634 Commom Stocks $7,763.40

Soluciones Faciles S.A 25% Ownership $5,000.00

ACDU 888, 681 common shares $5,560.77

AVRO- Averion Interational Corp 233, 200 common shares $1,601.00

RODM- Rodman Renshaw Cap. Gp, Inc 4,150 Common shares $22,325.00

IAHL- IAHL Corporation 167, 500 Common Shares $38,879.72

JMON - James Monroe Capital 1, 000,000 Common Share $200.00

Diversified Land Management Inc. 4,363,996 Common Shares $225.00

 

 

Note 7:

On April 14, the 125,000 shares from Hudson Holding Corp became 4,150 Shares of Rodman Renshaw Cap Gp, Inc. this change maintain the value of acquisition cost.

On May 23, the company bought Diversified Land Management Group, although the shares were paid the certificate has not yet been delivered.

 

 

Note 8:

The Current Liabilities consist of loans made by My Pleasure Ltd. to the Company.

The Current Interest Payable contains the accrued Interest of loans from 2008, 2009 & 2010

 

 

Note 9:

In 2008, the Company issued 5,000,000 shares to My Pleasure Ltd. for $.03 per share.  This resulted in the new shares being listed with the previously issued and outstanding common stock.

Note 10:

The additional paid in capital of $100,000 is based on the remaining $.02 per share

Note 11:

The adjustment to the shareholder's equity of $43,640 is made to correct the deficit caused by the par value of the shares issued prior to 2008

Note 12:

On September 29, 2009, the Company canceled the 1,892,100 shares in the treasury.

Note 13:

On May 10, 2010, the Company deleted 34 shares that were listed as previously having been issued. This was because the transfer agent rounded fractional shares to the nearest whole share. One shareholder maintained 66/100th of a share that the transfer agent listed as a whole share. After the 100 for 1 forward split that occurred in 2009, the .66 shares became 66 shares. The transfer agent requested permission to correct the records in this regard on May 10 and we granted permission to do so and the Company granted permission. The Proceeds from the sale of securities comes from the sell of Lehman brother bounds, from the Capital Trust series of K- LEHKQ, L-LEHLQ, M-LHHMQ and N-LEHNQ

 

 

 

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

 

The following discussion and analysis should be read in conjunction with our financial statements and related notes included in this report. This report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The statements contained in this report that are not historic in nature, particularly those that utilize terminology such as “may,” “will,” “should,” “expects,” “anticipates,” “estimates,” “believes,” or “plans” or comparable terminology are forward-looking statements based on current expectations and assumptions. Various risks and uncertainties could cause actual results to differ materially from those expressed in forward-looking statements.

All forward-looking statements in this document are based on information currently available to us as of the date of this report, and we assume no obligation to update any forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements.

 

History

 

Accredited Business Consolidators Corp. (the “Company” or “ACDU”) was organized in 1990 under the name Fornello U.S.A., Inc.  ACDU eventually changed its name to the Italian Oven, Inc., to reflect its operation of various Italian restaurants.  However, in October, 1996, ACDU did not have the funds to sustain itself, and it filed for protection under Chapter 11 of the United States Bankruptcy Code.   ACDU submitted a plan to the bankruptcy court which divested it of most assets, including some intellectual property and trademarks.  The plan provided no payment to shareholders; however it did not cancel or extinguish the common shares of ACDU.  The United States Bankruptcy Court for the Western District of Pennsylvania approved the bankruptcy plan. On July 17, 1998, ACDU emerged from bankruptcy.

 

From the time ACDU emerged from bankruptcy until late 2008, the company conducted no business.  It had no operations and no assets.  However, it did incur legal and other expenses. Additionally, management attempted to locate business opportunities for the company and, as a result, it incurred debts payable to business reconstruction consultants. My Pleasure, Ltd., a corporation domiciled in the United Kingdom, agreed to provide ACDU with a cash infusion of $150,000.00 to pay off all of the company's debts in exchange for a controlling interest in the Company. On October 17, 2008, My Pleasure Ltd. did indeed provide the cash to the Company which was used to pay off the prior debt and legal expenses. After the payments occurred, ACDU was completely free of debts and expenses. My Pleasure Ltd. received 5,000,000 restricted pre-split common shares which provided it with a majority control over the Company. My Pleasure Ltd. is a foreign entity that is not owned by any United States persons. Because of this, the Company believes that the transaction was exempt from securities regulations governing United States investors. Nevertheless, legal counsel for the Company filed a REGDEX on November 3, 2008, related to the transaction since My Pleasure was also an accredited investor. The REGDEX does not allow, and will not allow, the Company to sell the unregistered free trading securities to other accredited investors. In fact, My Pleasure Ltd. ultimately converted its controlling interest through common shares to a controlling interest through preferred shares.

 

Also in October 2008, My Pleasure Ltd., as majority shareholder, elected Joanna Chmielewska as the Company's primary officer. Concurrently, the Company appointed Action Stock Transfer as its stock transfer agent. Action Stock Transfer is located at 7069 South Highland Drive, Suite 300, Salt Lake City, UT 84121. Action is registered with the Securities and Exchange Commission as a stock transfer agent.

 

The Company established a virtual office at 196 West Ashland Street in Doylestown, Pennsylvania 18901 so that it could receive legal documents and mail. The office is not a staffed office but is merely a center to receive business communications. The Company deemed it unnecessary to have a fully staffed office because most of its business opportunities would be located out of the United States.

During 2009 through the present, the Company primarily operated as a holding company owning a majority stake in the Company's subsidiaries.

 

Change in Control and Change in Management

As explained above, in October 2008, there was a significant and material change in control and management when the Company issued 5,000,000 restricted common shares to My Pleasure Ltd. of the United Kingdom. The issuance of these shares effectively gave majority control to My Pleasure Ltd. My Pleasure Ltd. effectively controls the Company and, by vote of its shares, controls the directors and officers of the Company. Also in October 2008, Joanna Chmielewska was appointed the Company's control officer and director. Ms. Chmielewska is effectively controlled by the voting shares of My Pleasure Ltd. No person owns more than 10% of My Pleasure Ltd. However, My Pleasure Ltd. is a private company and most of its records have not been made available to the public. Investing in ACDU does not constitute an investment in My Pleasure Ltd. On the contrary, My Pleasure Ltd. is an investor in ACDU and may be an investor in other companies not affiliated with ACDU.

 

Plan of Operation and Statement of Operations

The Company believes that at the end of 2011 or the beginning of 2012, its movements and activities will signficantly expand.  Because of a stall in the negotiation of many projects during 2011, the Company's business activities have been lessened.  However, management moved forward and located new opportunities that fit its business model.  These opportunities will be announced as the projects become viable for finalization.  The Company's new projects will focus more on internet based opportunities, financial services, and intellectual property.

Subsequent to the purchase of control by My Pleasure Ltd., the Company changed its scope of operations. The Company's business model turned into that of a holding company engaged in locating business opportunities. ACDU would either create the business themselves, form partnerships or joint ventures with third parties, or make direct investments into other corporations. Most of the business opportunities would involve distressed entities or new entities. As a result, ACDU would be required to help assist the companies locate loans or equity finance to enhance the potential for success of the ventures. These companies and ventures may also need to file registration statements with the Securities and Exchange Commission so that they may seek investment money from the public. With this business plan in mind, ACDU created certain subsidiaries as discussed below. 
 

 

1. Italian Oven International, Inc. ("IOII"). IOII was formed in January 2009 through a filing with the Pennsylvania Secretary of State to hold investments into small businesses located outside of the United States. IOII owns 25% of the capital stock of 3-101-532180, S.A., of Costa Rica. It is not expected that 3-101-532180, S.A., will be in the position to pay dividends in the near future. 3-101-532180 S.A. operates a mall-based clothing store in Costa Rica. The Company is expanding to Spain, most likely Madrid or Barcelona, in 2011. However, the Spain store will be a separate entity. It is expected that IOII will own 25% of the Spanish entity that will be formed for this operation.

 

2. Accredited Business Development Corp. ("ABDC"). ABDC was formed in March 2010 as a Pennsylvania corporation. ABDC will purchase minority stakes in international companies that are deemed worthy and which may be positioned for growth. The Company is in the process of finalizing the necessary documents to raise capital as a Business Development Corp. under section 55 of the Investment Company Act of 1940. It is expected that ACDU will maintain control of ABDC even after the capital raise. Presently, however, ABDC is not conducting business and its success will be dependent on formulating its filings and locating investment-worthy international products. 

 

3. Accredited Consolidators Europe PLC ("ACE"). ACE was formed in the United Kingdom in November 2009 as a public limited company. ACE was planned to be a holding corporation similar to ABDC, discussed above. However, its focus primarily on projects in Eastern Europe. Company management determined that administering ACE PLC may be too expensive and plans are underway to merge the entity with a different holding corporation, preferably one domiciled in Belize, Bermuda, or another location.  The Company intends to provide an update in this regard as soon as a decision is made. 

 

4. Accredited Hospitality Group Inc. ("AHG"). AHG is a Pennsylvania corporation formed in November 2009. AHG was formed to develop investments in the hospitality industry. Presently, AHG's sole contract is to provide management services with Hiland Terrace Corp., a small hotel in North Huntingdon, Pennsylvania. The contract does not presently provide revenue to AHG due to Hiland Terrace's financial position. It is expected, as explained below, that Hiland Terrace may go public during 2011 and seek capital and expansion opportunities to develop its property.

 

5. Accredited RAC Company ("ARAC"). ARAC is a Pennsylvania corporation formed in July 2010. ARAC's business plan is to offer car rentals in Central America. ARAC, while it maintains financing in place to purchase vehicles for rent in Nicaragua, has chosen to continue its evaluation of the market before beginning operations. Specifically, prior to moving forward with the vehicle purchase, the Company needs to be assured that it will be able to make payments during the initial stages of operations. Therefore, ARAC's present activities include creating a financing statement to raise capital by becoming a public entity so that investment capital is available while it positions itself. ARAC believes that it will have the documents prepared and ready for submission to the Securities and Exchange Commission in early 2012

 

6. Italian Oven Intellectual Property Inc. ("IOIP"). IOIP is a Pennsylvania corporation formed in January 2009. The purpose of IOIP will be to manage ACDU's intellectual property and trademarks, whether official or common law. IOIP will act separately from the parent company and will receive income through licensing and commissions. IOIP is not expected to be divested from the parent company and it will most likely never file a registration statement to raise capital.

7. Italian Oven Travel & Entertainment Corp. ("IOTE"). IOTE is a Pennsylvania corporation formed in January 2009. The purpose of IOTE is to offer travel and entertainment related websites. IOTE presently has numerous contracts in place to sell travel offerings such as cruises, hotels, car rentals, and tour packages throughout the world. While agreements to offer travel services are in place, IOTE will need raise capital to obtain the money to prepare the websites and booking engines necessary to be successful.

 

8. Italian Oven Technologies Inc. ("IOTI"). IOTI is a Pennsylvania corporation formed in Febnruary 2009 to engage in the business of distributing electronic devices to Central America. Initially, the Company teamed up with ACER Computers as an authorized partner and prepared to import computers into Costa Rica, Nicaragua, and Honduras. However, the Company determined that the pricing for purchasing systems in bulk from ACER could not compete with large retailers such as Circuit City and Amazon.com. While these outlets are not in Central America, residents of those countries import electronics on their own using services with mail forwarding from Miami. Recently, IOTI changed its focus to dual-SIM cellular phones. IOTI began negotiating agreements with several wireless telephone manufacturers in China and Hong Kong that manufacturer the devices. IOTI is in the product testing stage to assure that only quality products are purchased. If the phones being tested pass the tests, the Company will begin importing these telephones into Central America. The dual-SIM phones are extremely popular in Central America because most clients use a prepaid SIM. The prepaid plans provide low cost calling, but only to other phones on the same network. Therefore, residents of Central America usually carry two cellular phones, each being on a separate provider. Having a dual SIM phone alleviates the need for two phones. IOTI will require capital to successfully move forward with the project.

 

 9. Italian Oven Financial Inc. ("IOF"). IOF is a Pennsylvania corporation formed in January 2009. IOF's purpose and plan is to offer financial services as a white label affiliate for unique products that can be provided with fair pricing. Presently, IOF is exploring a potential partnership to provide a binary options trading platform to the public. However, if an agreement is consummated with a partner, IOF will be in need of capital and will have to file appropriate filings with the Securities and Exchange Commission to raise capital.

 

 10. Richwood Eco Ventures, Inc. ("REVI"). REVI is a Pennsylvania corporation formed in 2009. REVI operated a venture whereby it had Richwood Corporacion in Nicaragua process wood for it which was then sold to enterprises in Europe and the United States. REVI filled two orders for wood from a company in Andorra and caused the timber to be delivered; however, it has since been impaired from operating because of several factors. The first material event was that its consulting director fell ill and was unable to continue in his capacity. This left REVI with no experienced officer in the field. Concurrently, creditors of Rich Forest Management took over the Richwood factory as they claimed to hold a mortgage thereon. While REVI, through its affiliates, owned approximately $100,000 in equipment assets, those assets were inside the factory. REVI's affiliates are presently going through both criminal and civil legal channels to reacquire possession of its wood processing equipment. Once REVI obtains the equipment, it will either partner with another wood processing plant or it will open its own plant. In either case, REVI will need capital and will file an appropriate registration statement with the Securities and Exchange Commission so that it can raise money.

 

 11. Calichi Sino, Inc. ("CSI"). CSI is a Florida corporation formed in February 2010. ACDU will own between 10 and 20 percent of CSI depending on the final agreement between the partners. CSI will market environmentally friendly concrete products. CSI will be a prospective alliance of partners including ACDU, companies affiliated with Zeobond of Australia, and entities affiliated with Harricrete Ltd. of Trinidad. In the simplest of terms, the alliance will purchase or produce Zeobond's patented products and distribute them in areas that Zeobond does not presently have a market for them. Harricrete, which presently engages in international distribution of construction materials, will provide its logistical experience and distribution channels. The alliance members are presently formulating an initial registration statement for the Company so that it may seek appropriate capital for its projects. Unfortunately, the Calichi Sino project failed to move forward as expected, primarily due to certain contacts not advancing the project and through no fault of either Zeobond or AccreditedBiz. As we explained to our associates, the Company desires to move forward with this opportunity, but it would require strict accounting measures and procedures to be in place in order to perform a successful offering to raise capital for the project. The Company hopes to restructure CSI, possibly using a Pennsylvania, Delaware, or Nevada entity, and to maintain complete oversight over all accounting and business records issues.

 

 12. Telecom Tools Inc. ("TTI"). TTI is a Pennsylvania corporation formed in July 2009. TTI filed a patent for a modification to a popular telecommunications punch-down tool. Punch-down tools are routinely used when installing wiring for communications systems and in telephone rooms. The #66 punch-down blade frequently causes accidental shorting when installers brush the tool against adjacent connections. This causes digital stations to crash, lockup, or trip circuit protection, resulting in dropped calls and upset clients. Worse, such accidental contact sometimes causes permanent damage to equipment. TTI's patent provides a coating to the tool that will minimize the chances of shorting. The modificiation will only cost manufacturers a small amount of money per tool to add the protection to it. TTI will collect royalties on its patent-pending process. TTI intends to file a registration statement with the Securities and Exchange Commission as soon as practicable. The registration statement will allow TTI to seek investment capital for the marketing of its tool modification. The patent application for the punch down tool remains pending.

 

 13. Industrial Supply Company LLC ("ISC"). ISC is a Florida limited liability company formed in April 2008. ACDU owns 25% of ISC. ISC operates as a construction consulting and lobbying organization. It does not intend to file a registration statement or seek capital from investors. It will work closely with ACDU to develop its consulting enterprises and may help construction companies obtain financing or obtain modifications to local, state, and federal laws through its lobbying programs. ACDU notes that ISC associates in Florida do not appear to have actively moved to ISC project forward. As a result, we may choose to seek a return of our investment or write down the funds expended or advanced to this project.

 

 14. Envirocare Corp. ("ECC"). ECC was formed in 2009 by ACDU as an entity that would sell products such as environmentally friendly cement. The formation of ECC occurred before the Calichi Sino alliance was created. ACDU will not move forward with using ECC as a vehicle to sell this type of product because it will focus primarily on the CSI alliance. Since determining that it could not continue with the proposed joint venture with Blue World Crete (formerly known as Green World Crete) because it determined that officers of B/GWC had convictions in a Medicare fraud scheme. Because of the abandonment of the project, ECC remained dormant. However, ECC will continue to search for ventures that will not compete with CSI and that are environmentally friendly. If it locates an opportunity, it would need to file a registration statement with the Securities and Exchange Commission to gain the capital it needs.

 

 15. Accredited Suppliers Corp. ("ASC") 25% interest. ASC was formed in November 2009 as an entity that would import auto parts and other supplies to Central America. ASC has been in operation for nearly one year and is achieving a fair profit; however, the initial investment into ASC was low so the profits were similarly not substantial. Therefore, ASC needs to replicate its business model with additional capital. ASC requires additional capital to implement its business model and buy additional vehicles and hire staff to deliver parts to enterprises in rural areas in Nicaragua, Honduras, and Guatemala. Parts carry a premium in remote areas because most business owners have to travel to the city to buy items for sale in their stores. Having a delivery service to the areas makes AccreditedBiz a primary supplier for the rural business. ASC intends to file a registration statement as soon as practicable in order to achieve the ability to raise capital.

 

 16. Identifier Inc. ("II"). II was formed in 2010 to earn advertising revenue from websites. The websites focus on the release of data in a publicly alterable wiki format. II requires additional capital to implement its business model. II intends to file a registration statement with the Securities and Exchange Commission to achieve its capitalization requirements.

 

 

 ITEM 3.  Quantitive and QualitiveDisclosures About Market Risk

 As a smaller reporting company as defined by Item 10 of Regulation S-K, we are not required to provide information solicited by this item. Nevertheless, we note that an investment in ACDU is highly speculative in nature and should only be made by professional investors who fully understand the risks of over the counter investments. In fact, when an investor purchases ACDU shares, it does not benefit the Company. Rather, the shares are being purchased from a third party who bought the shares on the open market or as part of the original offering by the Italian Oven between 1995 and 1997.

 

ITEM 4.  Controls and Procedures

As required by Rule 13a-15(b) under the Exchange Act, management carried out an evaluation, with the participation of the Company’s Principal Executive Officer and Financial Officer, of the effectiveness of the Company's disclosure controls and procedures, as of September 30, 2011. Based on the evaluation as of September 30, 2011, the Principal Executive Officer and Financial Officer of the Company have concluded that the Company's disclosure controls and procedures (as defined in Rules 13a-15(e)and 15d-15(e) under the Exchange Act) were not effective to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in rules and forms of the SEC. Specifically, management determined that information was not routinely entered into a format to provide prompt disclosure resulting in late reporting. Management began a procedure to implement a plan to enable prompt reporting of information on a timely basis. Management believes that the plan can be implemented so that reporting can be on time for the remainder of 2011.  We do note that certain improvements have been made and we are presently making our filings within the 14 day extension period. 

 

Internal controls are procedures which are designed with the objective of providing reasonable assurance that our transactions are properly authorized, recorded and reported and our assets are safeguarded against unauthorized or improper use, to permit the preparation of our financial statements in conformity with generally accepted accounting principles. While the Company's controls and procedures were inadequate for timely reporting, the internal controls and procedures did appear to be sufficient for fair and accurate disclosure of information and to prevent unauthorized or improper use of the Company's financial statements.

Changes in Internal Control over Financial Reporting 

There was no change in our internal control over financial reporting during the quarter ending on September 30, 2011, that materially affected or is reasonably likely to materially effect our internal control over financial reporting.

 

 

 

Part II - OTHER INFORMATION

 

ITEM 1.  Legal Proceedings

The Company has no material legal actions pending against it or any of its subsidiaries. The Company, through its affiliates, are engaged in litigation to achieve access to the property belonging to Richwood Eco Ventures Inc. The property consists of wood processing equipment. While the Richwood Eco Ventures matter is not material to the Company to the extent it will affect our business model of assisting other companies, it is material to our subsidiary, Richwood Eco Ventures, Inc. Prevailing in the legal actions would greatly assist in the success of Richwood Eco Ventures. However, there is no certainty in legal proceedings.

 

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

We have not sold any securities during the time period of this report. In fact, we are under a share issuance moratorium which effectively prevents us from issuing common stock for any reason. The share issuance moratorium expires February 10, 2011. However, we have no plan to issue stock in ACDU. We do intend to issue stock in our subsidiaries to raise capital for them.

 

ITEM 3.  Defaults Upon Senior Securities

The Company does not have any senior securities or notes.

 

ITEM 4.  Submission of Matters to a Vote of Security Holders

None.

 

ITEM 5.  Other Information

Accredited Business Consolidators Corp. is an extremely risky investment. The Company is engaged in the creation of enterprises or investment in enterprises that have no or little established business. In addition, the Company's investments into enterprises that are established are high risk because the enterprises are usually financially distressed and will require additional capital to expand or complete their business goals. We may or may not be able to provide them with sources of capital in this regard.

 

 

 
 

ITEM 6.  Exhibits and Reports on Form 8-K

 

Exhibits

 

31.1 Certification  of Chief Executive  Officer and Chief Financial  Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

32.1 Certification  of Chief Executive  Officer and Chief Financial  Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

Reports on Form 8-K

 

During the third quarter of 2011, we issued one current report on Form 8-K/A. The report stated that effective July 15, 2011, our stock began trading on the Over the Counter Bulletin Board (OTCBB). Regardless of this listing, we continue to trade electronically on the OTCQB operated by OTC Markets, Inc. (formerly Pink Sheets). We did not request the OTCBB listing; rather, an independent market maker filed the appropriate forms for us to be listed. We received no advanced notice of the listing. We believe that we will continue to be timely with our corporate filings and that we will remain listed on both the OTCBB and the OTCQB systems.

 

Second, we received information from several shareholders that a website calling itself Penny Stock Rampage claimed that we hired it to conduct stock promotion activities. The site asserted that we spent $35,000 in promotional fees. The claim has since been removed from the site. Nevertheless, we want to make it clear that the Company's policy is not to promote its trading stock. Nobody involved with the Company has spoken to the persons claiming to operate as Penny Stock Rampage and we specifically disavow any claims on the site. We note that the site was most likely created by penny stock traders known as "flippers" who make a profit based on movements in small cap stocks. We caution investors that they should not purchase stock based on discussions on public stock discussion sites or on promotional sites such Penny Stock Rampage. Over the counter securities are high risk investments.

 

Third, we notify shareholders that we will be phasing out our mailing addresses in the United States. Paper-based mail for the Company should be sent to the address in the United Kingdom that is shown on our website, www.accreditedbiz.com . Legal service of process should be made upon ABC Agents, Inc., our commercial registered office provider with a copy being sent by ordinary mail to our United Kingdom location.

 

We continue to move forward and make progress in our core business activity which is to locate and assist in the development of companies needing administrative assistance to move forward. Our share structure has not changed and we have not issued any shares of common stock. The share numbers reflected in our reports with the Securities and Exchange Commission remain accurate and up to date. We are not engaged in fund-raising activities and are financed by our primary shareholder, My Pleasure Ltd. We will announce developments as they happen.

 

 

 

 
 

ACCREDITED BUSINESS CONSOLIDATORS CORP.

 

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.

 

 

  Accredited Business Consolidators Corp.
   
Date: November 12, 2011

/s/ Joanna Chmielewska

  Joanna Chmielewska
  President and Chief Financial Officer