UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 Washington, DC 20549

 

Form 10-Q

 

 

Commission File Number: 000-32829

 

ANGEL ACQUISITION CORP.

 (Exact name of small business issuer in its charter)

 

 

(775) 887-0670

(Issuer's telephone number)

N/A
(Former name, if changed since last report)

 

 

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes x    No o

 

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

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	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 o    No x

 

 

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State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of May 17, 2011, the issuer had 8,005,908,229 shares of its common stock issued and outstanding.

 

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

 

 

 

 

 

 

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Table of Contents

    

		Page
PART I  FINANCIAL INFORMATION
Item 1	Financial Statements	4
Item 2	Management’s Discussion and Analysis or Plan of Operation	19
Item 3	Quantitative and Qualitative Disclosures About Market Risk	25
Item 4	Controls and Procedures	27
PART II   OTHER INFORMATION
Item 1	Legal Proceedings	27
Item 1A	Risk Factors	28
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 3	Defaults Upon Senior Securities	28
Item 4	[Reserved and Removed]	28
Item 5	Other Information	28
Item 6	Exhibits	28
Signatures		29

 

 

 

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PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

The accompanying unaudited interim consolidated financial statements of Angel Acquisition Corp. ("Angel") have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in Angel’s Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.

 

 

 

 

 

 

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ANGEL ACQUISITION CORP.
CONSOLIDATED BALANCE SHEETS
		March 31,			December 31,
		2011			2010
ASSETS		(unaudited)
Current assets
Cash	$	-		$	8,151
Loan receivable, related party		59,720			54,950
Accounts receivable		450			450
Prepaid		1,000			1,000
Other receivable		59,585			1,473
Total current assets		120,755			66,024
Trademark		1,005			-
Property, plant and equipment, net		-			1,228,831
Property held for resale		496,000			496,000
Total assets	$	617,760		$	1,790,855
LIABILITES AND STOCKHOLDERS' DEFICIT
Current liabilities
Cash overdraft	$	266		$	-
Accounts payable		7,372			6,929
Notes payable		1,059,195			1,947,543
Accrued expenses		4,316			2,019
Accrued salary		120,000			60,000
Due to an officer		86,745			103,670
Due to related party		34,593			31,593
Total current liabilities		1,312,487			2,151,754
Total liabilities		1,312,487			2,151,754
Stockholders' equity (deficit)
Series A preferred stock, $.00001 par value, 10,000,000 shares authorized, 9,976,591 and 4,335,000 shares issued and outstanding, respectively		100			43
Series B preferred stock $.00001 par value, 50,000,000 shares authorized 30,000,000 and 30,000,000 shares issued and outstanding, respectively		300			300
Series C preferred stock, $.00001 par value, 30,000,000 shares authorized, no shares issued and outstanding		-			-

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Common stock, 15,900,000,000 shares authorized, par value $.00001, 8,005,908,229 and 7,755,908,229 shares issued and outstanding, respectively		80,059			77,559
Common stock subscribed		80,000			105,723
Series A preferred stock subscribed		-			30,000
Additional paid-in capital		19,920,441			19,833,425
Accumulated deficit		(20,775,627)			(20,407,949)
Total stockholders' deficit		(694,727)			(360,899)
Total liabilities and stockholders' deficit	$	617,760		$	1,790,855
The accompanying notes are an integral part of these consolidated financial statements.

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	ANGEL ACQUISITION CORP.
	CONSOLIDATED STATEMENTS OF OPERATIONS
	(UNAUDITED)
				For the Three Months Ended
				March 31,
				2011			2010
Revenues:
	Real estate revenue		$	18,355		$	29,030
	Other revenue			-			-
	Total revenue			18,355			29,030
	Cost of sales			19,934			700
	Gross margin			(1,579)			28,330
Operating expenses:
	General and administrative			42,364			16,474
	Payroll and related costs			60,000			60,000
	Consulting, legal and professional			15,724			58,048
	Total operating expenses			118,088			134,522
	Loss from operations			(119,667)			(106,192)
Other income (expense):
		Interest expense		(16,398)			(19,209)
		Change in derivative liability		-			238,869
		Sale of operating division		90,000			-
		Loss on disposal of an asset		(331,413)			-
		Forgiveness of debt		9,800			-
		Total other income		(248,011)			219,660
		Net income (loss)	$	(367,678)		$	113,468
		Net income (loss) per share	$	(0.00)		$	0.00
		Basic weighted average number of common shares		8,005,908,229			291,959,275
		Diluted weighted average number of common shares		17,947,499,229			4,626,959,275
		The accompanying notes are an integral part of these consolidated financial statements.

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	ANGEL ACQUISITION CORP.
	CONSOLIDATED STATEMENTS OF CASH FLOWS
	(UNAUDITED)
			For the Three Months Ended
			March 31,
			2011			2010
Cash flows from operating activities
Net  income (loss)		$	(367,678)		$	113,468
Adjustments to reconcile net cash used in operating activities:
	Forgiveness of debt		(9,800)			-
	Loss on disposal of fixed assets		331,413			-
	Depreciation		-			6,426
	Common stock issued for services		-			38,500
	Accrued derivative liability		-			(238,869)
Changes in operating assets and liabilities:
	(Increase) in other receivables		(58,112)			-
	(Increase ) in loan receivable, related party		(4,770)			-
	Increase in accounts payable and accrued expenses		69,160			14,609
Net cash (used) by operating activities			(39,787)			(65,866)
Cash flows from investing activities
	Purchase of trademark		(1,005)			-
Net cash used by investing activities			(1,005)			-
Cash flows from financing activities
	Cash overdraft		266			-
	Proceeds from sale of preferred stock		30,000			-
	Proceeds from sale of common stock		3,850			-
	Proceeds from note payable		12,450			-
	Advances from related parties		8,675			84,950
	Repayment of related party loans		(22,600)			(4,100)
	Payments on credit line		-			(4,500)
Net cash provided by financing activities			32,641			76,350
Net increase (decrease) in cash			(8,151)			10,484
Cash – beginning of period			8,151			13,144
Cash – end of period		$	-		$	23,628

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	Supplemental disclosures regarding cash flows:
	Interest paid	$	7,682		$	4,600
	Non-cash financing activities:
	Decrease in note payable due to foreclosure	$	897,418		$	-
	Common stock issued to satisfy liabilities	$	-		$	50,810
	Common stock issued for services	$	-		$	38,500
	The accompanying notes are an integral part of these consolidated financial statements.

 

 

 

 

 

 

 

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ANGEL ACQUISTION CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED

MARCH 31, 2011

(UNAUDITED)

 

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Angel Acquisition Corp. (the “Company”) was incorporated under the laws of the state of Nevada on March 10, 1999 under the name Palomar Enterprises, Inc. On February 5, 2008, the Company changed its name to Angel Acquisition Corp. to properly reflect the change in business direction.

The Company assists private companies in the process of going public as well as being a licensed mortgage broker and developer.

During the quarter ended September 30, 2010, the Company formed a wholly owned subsidiary, BioGeron, Inc. BioGeron is a privately  held  early  stage  bio-nutritional  supplement  designer,  manufacturer,  wholesaler  and  retailer.  It is a part of the Neutraceutica Industry.

NOTE 2 - PREPARATION OF FINANCIAL STATEMENTS

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

Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company's system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented.

The accompanying unaudited 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 for interim financial information.  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 results for the interim period are not necessarily indicative of the results to be expected for the full year.

The unaudited interim financial statements should be read in conjunction with the Company’s annual report on Form 10K, which contains the audited financial statements and notes thereto, together with the Management’s Discussion and Analysis, for the fiscal year ended December 31, 2010.  The interim results for the three months ended March 31, 2011 are not necessarily indicative of the results for the full fiscal year.

The consolidated financial statements include the accounts of Angel Acquisition and BioGeron, Inc. All significant intercompany balances and transactions have been eliminated.

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NOTE 3 - GOING CONCERN UNCERTAINTY

The Company has been unable to generate sufficient operating revenues and has incurred operating losses.

The Company is operating as a mortgage broker and real estate developer. However, the Company is dependent upon the available cash on hand and either future sales of securities or upon its current management and/or advances or loans from controlling shareholders or corporate officers to provide sufficient working capital.

The Company has now changed its direction and while continuing in the mortgage business is now concentrating on taking private companies public.

There is no assurance that the Company will be able to obtain additional funding through the sales of additional securities or, that such funding, if available, will be obtained on terms favorable to or affordable by the Company. It is the intent of management and controlling shareholders to provide sufficient working capital necessary to support and preserve the integrity of the corporate entity. However, there is no legal obligation for either management and/or controlling shareholders to provide such additional funding.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The consolidated financial statements do not include any adjustments that might result from this uncertainty.

NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and cash equivalents

The Company considers all cash on hand and in banks, including accounts in book overdraft positions, certificates of deposit and other highly- liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents.

Property and Equipment

Property and equipment are stated at cost. Expenditures that increase the useful lives or capacities of the property and equipment are capitalized. Expenditures for repairs and maintenance are charged to income as incurred. Depreciation is provided using the straight-line method over the estimated useful lives as follows:

Computer equipment

3 years

Furniture and fixtures

5 years

Machinery and equipment

5 years

Building

40 years

Research and development expenses

Research and development expenses are charged to operations as incurred. There were no research and development costs incurred in the periods.

Advertising expenses

Advertising and marketing expenses are charged to operations as incurred. Advertising expenses for the periods ended March 31, 2011 and December 31, 2010 were $615 and $1,622, respectively.

 Revenue recognition

The Company generates revenue from the sale of real estate, brokerage commissions, rental properties and mortgage loan originations. Revenues from real estate sales and commissions are recognized on execution of the sales contract. The Company records gross commissions on the sales of properties closed. The Company pays the broker of record five percent of all transactions and 100 percent of personal sales. This is in accordance with standard procedures. The Company compensates its independent agents on a sliding scale between 70 and 80 percent based on productivity. The Company also recognizes sales when it sells properties that have been held for sale when their renovation is complete. Revenue is recognized at "closing".

 

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Income Taxes

The Company accounts for income taxes in accordance with ASC Topic 740, “Income Taxes.” ASC 740 requires a company to use the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. 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.

Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The evaluation of a tax position is a two-step process. The first step is to determine whether it is more-likely-than-not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigation based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefits to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met. Penalties and interest incurred, related to underpayment of income tax, are classified as income tax expense in the year incurred.  No significant penalties or interest relating to income taxes have been incurred during the quarter ended March 31, 2011 or the year ended December 31, 2010. GAAP also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosures, and transition.

 Earnings (loss) per share

Basic earnings (loss) per share are computed by dividing the net income (loss) by the weighted-average number of shares of common stock and common stock equivalents. Common stock equivalents represent the dilutive effect of the assumed conversion of the outstanding preferred stock.

Use of Estimates

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

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Fair Value of Financial Instruments

 

The carrying amount of cash, notes receivable, accounts payable, accrued liabilities and notes payable, as applicable, approximates fair value due to the short-term nature of these items. The fair value of the related party notes payable cannot be determined because of the Company's affiliation with the parties with whom the agreements exist. The use of different assumptions or methodologies may have a material effect on the estimates of fair values.

ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures.  The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:

·

Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

·

Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

·

Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

 

The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815.

The following table represents our assets and liabilities by level measured at fair value on a recurring basis at March 31, 2011 and December 31, 2010.

RECENT ACCOUNTING PRONOUNCEMENTS

In February 2010, the FASB Accounting Standards Update 2010-10 (ASU 2010-10), “Consolidation (Topic 810): Amendments for Certain Investment Funds.”  The amendments in this Update are effective as of the beginning of a reporting entity’s first annual period that begins after November 15, 2009 and for interim periods within that first reporting period. Early application is not permitted.  The Company does not expect the adoption of ASU 2010-10 to have a material impact on its results of operations or financial position

In February 2010, FASB issued ASU 2010-9 Subsequent Events (Topic 855) Amendments to Certain Recognition and Disclosure Requirements ("ASU 2010-9"). ASU 2010-9 amends disclosure requirements within Subtopic 855-10. An entity that is an SEC filer is not required to disclose the date through which subsequent events have been evaluated. This change alleviates potential conflicts between Subtopic 855-10 and the SEC's requirements. ASU 2010-9 is effective for interim and annual periods ending after June 15, 2010. The Company does not expect the adoption of ASU 2010-09 to have a material impact on its results of operations or financial position.

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In January 2010, FASB issued ASU 2010-6 Improving Disclosures about Fair Measurements ("ASU 2010-6"). ASU 2010-6 provides amendments to subtopic 820-10 that require separate disclosure of significant transfers in and out of Level 1 and Level 2 fair value measurements and the presentation of separate information regarding purchases, sales, issuances and settlements for Level 3 fair value measurements. Additionally, ASU 2010-6 provides amendments to subtopic 820-10 that clarify existing disclosures about the level of disaggregation and inputs and valuation techniques. ASU 2010-6 is effective for financial statements issued for interim and annual periods ending after December 15, 2010. The Company does not expect the adoption of ASU 2010-06 to have a material impact on its consolidated results of operations or financial position.

In January 2010, FASB issued ASU 2010-2 Accounting and Reporting for Decreases in Ownership of a Subsidiary- a Scope Clarification ("ASU 2010-2"). ASU 2010-2 addresses implementation issues related to the changes in ownership provisions in the Consolidation—Overall Subtopic (Subtopic 810-10) of the FASB Accounting Standards Codification , originally issued as FASB Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements. Subtopic 810-10 establishes the accounting and reporting guidance for noncontrolling interests and changes in ownership interests of a subsidiary. An entity is required to deconsolidate a subsidiary when the entity ceases to have a controlling financial interest in the subsidiary. Upon deconsolidation of a subsidiary, an entity recognizes a gain or loss on the transaction and measures any retained investment in the subsidiary at fair value. The gain or loss includes any gain or loss associated with the difference between the fair value of the retained investment in the subsidiary and its carrying amount at the date the subsidiary is deconsolidated. In contrast, an entity is required to account for a decrease in ownership interest of a subsidiary that does not result in a change of control of the subsidiary as an equity transaction. ASU 2010-2 is effective for the Company starting January 1, 2010. The Company does not expect the adoption of ASU 2010-2 to have a material impact on the Company's consolidated results of operations or financial position.

The Company has implemented all new accounting pronouncements that are in effect.  These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

NOTE 5 - RELATED PARTY TRANSACTIONS

As of December 31, 2010, the Company was indebted to its CEO, Steve Bonenberger, in the amount of $103,670 for loans and $60,000 to Mr. Bonenberger for accrued compensation.

As of March 31, 2011, the Company is indebted to its CEO, Steve Bonenberger, in the amount of $86,745 for loans and $120,000 to Mr. Bonenberger for accrued compensation.

As of March 31, 2011 and December 31, 2010 the Company has a loan receivable due from Health and Wellness, Inc. in the amount of $59,720 and $54,950, respectively. Lori Livingston, a Director is also a shareholder and note holder of the parent company of Health & Wellness, Inc.

As of March 31, 2011 and December 31, 2010 the Company owes an owner $34,593 and $31,593, respectively, for funds received to cover certain operating expenses.

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NOTE 6 – PROPERTY

Property and equipment consisted of the following at:

	March 31, 2011		December 31, 2010
Building	$                         -		$            1,395,612
Office equipment	-		27,080
Total	-		1,422,692
Less: Accumulated depreciation	-		(193,861)
Property & equipment, net	$                        -		$            1,228,831

On November 10, 2010, the Company received a “Notice of Default and Election to Sell Under Deed of Trust” from the trustee holding the mortgage secured by the building with a cost of $1,395,612.  The Company had a legal right to bring the account into good standing by paying all past due payments plus costs and expenses; however, was unable to do so.  On March 18, 2011 a “Trustee’s Deed Upon Sale” was finalized and the property was returned to the lien holder.

As of March 31, 2011 it was determined that all furniture and equipment was no longer being utilized and would be disposed of without sale. As such both the book value and the related accumulated depreciation were removed from the balance sheet.  There was no depreciation expense recorded in the first quarter.

NOTE 7 - PROPERTY HELD FOR RESALE

 

In April of 2009 the Company reacquired a residential property for sale and assumed the mortgage. The value of the property has been recorded at its appraised value which equals the amount of mortgage of $496,000 as the property is held for sale the Company is not depreciating the asset.

 

NOTE 8 - NOTES PAYABLE

 

Notes payable at March 31, 2011 and December 31, 2010 are comprised of the following:

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In October 2010 the Company received an intent to accelerate the Company’s $495,000 credit line. This action accelerated the $495,000 balance becoming due in full. On November 16, 2010, Wells Fargo Bank filed a dismissal in connection with the intent to accelerate and has agreed to a loan modification. As of the date hereof the terms of the loan modification have been finalized. The Company’s Chief Executive Officer, Steven Bonenberger, and previous officer, Brent Fouch, were personal guarantees on this loan and have personally entered into a settlement agreement with Wells Fargo relieving the Company of any further debt obligation.

On November 10, 2010, the Company received a “Notice of Default and Election to Sell Under Deed of Trust” from the trustee holding the mortgage secured by the building with a cost of $1,395,612. The Company had a legal right to bring the account into good standing by paying all past due payments plus costs and expenses; however, was unable to do so.  On March 18, 2011 a “Trustee’s Deed Upon Sale” was finalized and the property was returned to the lien holder releasing the company of the related debt The total due on the mortgage including the remaining principal balance and accrued interest at March 18, 2011 was $897,418.  The company has recorded a loss of $331,413 as a result of the property foreclosure.

NOTE 9 - LEASES

Our corporate headquarters are located in Carson City, Nevada, whereby we lease space for approximately $100 a month

NOTE 10 - DERIVATIVE LIABILITY

On April 19, 2010 The Company entered into a financing agreement with Granada Capital Consulting, Inc. Terms of the agreement consisted of up to a $100,000 convertible debenture loan to be used for working capital, of which $10,000 was to be paid upon closing of the agreement. The conversion price is 50% of the average of the three lowest trading prices during the twenty day period prior to conversion. As of March 31, 2011 only the initial $10,000 has been loaned to the company. The Company is accounting for the conversion option in the Convertible Note and the conversion price as a derivative liability in accordance with FASB ASC Topic regarding, “Accounting for Derivative Instruments and Hedging Activities” and FASB ASC Topic regarding “Accounting for Derivative Financial Instruments Indexed to and Potentially Settled in a Company’s Own Stock” due to the fact that the conversion feature has a variable conversion price.

The fair value of the Convertible Note was determined utilizing the Black-Scholes stock option valuation model. The significant assumptions used in the valuation are:  the exercise price as noted above; the stock price as of the measurable date; expected volatility of 301%; risk free interest rate of approximately 1.60%; and a term of three years. The resulting initial fair value and subsequent liability of any potential conversion was immaterial and therefore had no impact to the financial statements.

NOTE 11 – INCOME TAXES

A valuation allowance is required by ASC Topic 740, if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The need for the valuation allowance is evaluated periodically by management. Based on available evidence, management concluded that valuation allowances of 100 percent for March 31, 2011 and December 31, 2010 were necessary. Significant components of the Company's net deferred tax assets are as follows:

 

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		March 31, 2011				December 31, 2010
Deferred tax assets:
NOL carryover		$	(7,063,713)			$	(6,938,703)
Deferred tax liabilities:
None			-				-
Valuation allowance			7,063,713				6,938,703
Net deferred tax asset		$	-			$	-

The valuation allowance increased by $125,010 during the quarter ended March 31, 2011.

A reconciliation of the statutory income tax rate and the effective income tax rate for the period ended March 31, 2011 and December 31, 2010 is as follows:

		March 31, 2011				December 31, 2010
Statutory federal income tax rate			(0.34)%				(0.34)%
Net operating loss			34 %				34%
Effective income tax (benefit) rate			-				-

NOTE 12 – STOCKHOLDERS’ EQUITY

Preferred Stock

During the quarter, the Company entered into a Series A Preferred Stock Purchase Agreement with Ginew Holdings, LLC, pursuant to which the Ginew Holdings, LLC purchased 5,641,591 shares of Series A Preferred Stock for cash totaling $60,000.  The Company believes the issuance of the shares is exempt from the registration and prospectus delivery requirement of the Securities Act of 1933 by virtue of Section 4(2).  Upon issuance of these shares the common stock equivalents of the Company exceeded the total common stock available for issuance by approximately 5,641,591,000 shares. The Company’s Chairman of the Board of Directors, Vincent Molinari the Managing Director of Ginew Holdings, LLC, holds 9,941,591 shares of the Series A Preferred Stock that are convertible into 9,941,591,000 common shares of the Company. Unless and until there is enough authorized common stock available to cover all common stock equivalents, Mr. Molinari will not convert the preferred shares.

Common Stock

During the three months ended March 31, 2011, the Company issued 250,000,000 shares of common stock for cash received during the fourth quarter of 2010 and $3,850 during the current quarter for total proceeds of $29,573. The Company believes the issuance of the shares is exempt from the registration and prospectus delivery requirement of the Securities Act of 1933 by virtue of Section 4(2).

During the year ended December 31, 2010, the Company issued 3,989,500,000 shares of common stock and cancelled 542,000,000 shares for total debt reduction of $106,690. These shares were issued based upon the exemption from registration found in Section 4(2) of the Securities Act. In addition, during year ending December 31, 2010, the Company issued 385,000,000 shares for services valued at $38,500. These shares were issued under an S-8 registration statement.

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During the fourth quarter of 2010, the Company received cash totaling $40,000 for shares to be issued of $80,000. Shares of common stock will be issued in 2011 based on a fifty percent discount to the Company’s closing market price per share.

NOTE 13 - DEBT FORGIVENESS

In June 2010 The Company entered into a settlement agreement with a holder of a convertible debt instrument in the amount of $1,011,443, whereby the borrowings were cancelled resulting in a gain on forgiveness of debt.  As the debt related to this derivative calculation was forgiven, the corresponding derivative was also adjusted to zero.

In addition in 2010, accrued salary of $295,000 due to an officer and majority shareholder was also forgiven. The amount was treated as additional paid in capital.

In the first quarter of 2011 notes payable totaling $9,800 were forgiven by the debt holder resulting in a gain on forgiveness of debt.

NOTE 14 – SIGNIFICANT EVENTS

On March 23, 2011, the Board of Directors and majority stockholders of the Company approved the entry into a Partial Purchase Agreement. Under the terms of the Agreement, Gate Technologies, LLC acquired sixty percent (60%) ownership of the operating division, Angels In Action, for total cash consideration of ninety thousand dollars ($90,000) and six hundred thousand dollars ($600,000) in the form of Gate Technologies, LLC Units contributed by Vince Molinari and Lori Livingston. The company has recorded the $90,000 as revenue and a receivable of which $32,000 has already been collected. The Gate Technologies units will be exchanged for the Company’s common stock, each quarter, over a three year period to begin no later the September 30, 2011.

NOTE 15 - SUBSEQUENT EVENTS

In October 2010 the Company received an intent to accelerate the Company’s $495,000 credit line. This action accelerated the $495,000 balance becoming due in full. On November 16, 2010, Wells Fargo Bank filed a dismissal in connection with the intent to accelerate and has agreed to a loan modification. Subsequent to the quarter ended March 31, 2011, the terms of the loan modification have been finalized. The Company’s Chief Executive Officer, Steven Bonenberger, and previous officer, Brent Fouch, were personal guarantees on this loan and have personally entered into a settlement agreement with Wells Fargo relieving the Company of any further debt obligation.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERAITONS

 

Forward-Looking Information

 

Much of the discussion in this Item is "forward looking" as that term is used in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934. Actual operations and results may materially differ from present plans and projections due to changes in economic conditions, new business opportunities, changed business conditions, and other developments. Other factors that could cause results to differ materially are described in our filings with the Securities and Exchange Commission.

 

There are several factors that could cause actual results or events to differ materially from those anticipated, and include, but are not limited to general economic, financial and business conditions, changes in and compliance with governmental laws and regulations, including various state and federal environmental regulations, our ability to obtain additional financing from outside investors and/or bank and mezzanine lenders and our ability to generate sufficient revenues to cover operating losses and position us to achieve positive cash flow. Readers are cautioned not to place undue reliance on the forward- looking statements contained herein, which speak only as of the date hereof. We believe the information contained in this Form 10-Q to be accurate as of the date hereof. Changes may occur after that date. We will not update that information except as required by law in the normal course of its public disclosure practices. Additionally, the following discussion regarding our financial condition and results of operations should be read in conjunction with the financial statements and related notes contained in Item 1 of Part I of this Form 10-Q, as well as the financial statements in Item 8 of Part II of our Form 10-K for the fiscal year ended, December 31, 2010.

Company Overview  

 

Angel Acquisition Corp. (the “Company”) presently has one subsidiary company, Biogeron, Inc. Angel Acquisition Corp. is a diversified asset management company that acquires and/or develops profitable companies. Angel Acquisition Corp. either obtains a majority of stock in each company they gain control of or, the company internally develops profitable enterprises. Through the acquisition and development of profitable companies and the expansion of internal divisions, Angel Acquisition Corp. has the ability to experience growth through diverse holdings. Companies turning large profits are analyzed and considered for acquisition.

On July 16, 2010, Angel Acquisition Corp. formed the new wholly owned subsidiary, BioGeron, Inc., a company formed under the laws of the state of Nevada. From inception (July 16, 2010) to November 1, 2010 BioGeron, Inc. entered into working contractual relationships and formulated its executive staff.  BioGeron, Inc. began operations which consist of the procurement of materials, manufacture, packaging and distribution of Neutraceutical Supplements on November 1, 2010.

On August 24, 2010, the Company accepted the resignations of Peter Burns as a member of the Board of Directors and Steven Bonenberger as President of the Company. Mr. Bonenberger will continue to serve as Chief Executive Officer, Chief Financial Officer and Chairman of the Board of Directors. Effective on the same date the Company appointed Lew Graham as President, Chief Operating Officer and a member of the Board of Directors. In addition, the Company appointed Michael Edwards as a member of the Board of Directors.

On November 1, 2010, the Company accepted the resignation of Lew Graham as President of the Company.  Mr. Graham will continue to serve as Chief Operating Officer and a member of the Board of Directors.  Effective as of the same date, to fill the vacancy created by Mr. Graham’s resignation, the Board of Directors appointed Milton C. Ault, III as President.

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On January 10, 2011, the Registrant accepted the resignation of Steve Bonenberger as Chairman of the Board of Directors of the Registrant.  Mr. Bonenberger will continue to serve as Chief Executive Officer, Chief Financial Officer, Secretary and a member of the Board of Directors. Effective as of the same date, to fill the vacancy created by Mr. Bonenberger’s resignation, the Board of Directors appointed Vincent Molinari as Chairman of the Board of Directors.

On January 10, 2011, the Registrant accepted the resignations of Michael Edwards and Lew Graham from the Board of Directors. Effective as of the same date, the Board of Directors appointed Lori Livingston as a member of the Board of Directors.

On January 10, 2011, the Registrant accepted the resignation of Milton C. Ault, III as President. Effective on the same date to fill the vacancy created by Mr. Ault’s resignation, the Registrant appointed Steve Bonenberger, Chief Executive Officer, Chief Financial Officer, Secretary and a member of the Board of Directors, as President.

On January 10, 2011, the Registrant accepted the resignation of Lew Graham as Chief Operating Officer. At this time, no one has been chosen to fill the vacancy of Chief Operating Officer left by the resignation of Mr. Graham.

As of the date hereof, the Board of Directors consists of Steve Bonenberger, Lori Livingston and Vincent Molinari.

CURRENT BUSINESS PLAN

 

Angel Acquisition Corp is a diversified asset management company that acquires and/or develops profitable companies. Angel Acquisition Corp either obtains a majority of stock in each company they gain control of or, the company internally develops profitable enterprises. Through the acquisition and development of profitable companies and the expansion of internal divisions, Angel Acquisition Corp has the ability to experience growth through diverse holdings. Companies turning large profits are analyzed and considered for acquisition.

As of March 31, 2011, the company had one wholly-owned subsidiary, BioGeron, Inc. and operates two divisions:

A.

The Palomar Group: the financial services division.

B.

Angels In Action: the micro-lending division.

 

Our Divisions

 

 

The Palomar Group is a full service, real estate and residential lending company.

We offer these programs:

• Home Loans
• Refinancing Opportunities
• Discount Programs

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We are staffed by top producing agents, and work with the country’s top lenders to expediently and efficiently exceed your expectations and meet your real estate and lending needs.

http://www.thepalomargroup.com

 

 

Angels in Action is committed to changing the direction of our nation’s local economies, one business at a time. We have built an online Microfinance community where entrepreneurs and patrons come together to form virtual business incubators. Our mission is to ensure that the entrepreneurial spirit on which our country was founded is able to flourish in the communities in which we live and work.

 

http://www.angelsinaction.tv

 

On March 23, 2011, the Board of Directors and majority stockholders of the Company approved the entry into a Partial Purchase Agreement. Under the terms of the Agreement, Gate Technologies, LLC acquired sixty percent (60%) ownership of the operating division, Angels In Action for total cash consideration of ninety thousand dollars ($90,000) and six hundred thousand dollars in the form of Gate Technologies, LLC Units contributed by Vince Molinari and Lori Livingston.

 

Through our subsidiary, BioGeron, Inc. we have operations which consist of the procurement of materials, manufacture, packaging and distribution of Neutraceutical Supplements.

KEY PERSONNEL

 

Our future financial success depends to a large degree upon the effort of Mr. Bonenberger, Chief Executive Officer, Chief Financial Officer and member of the Board of Directors as the date hereof. Mr. Bonenberger has played a major role in developing and executing our business strategy. The loss of Mr. Bonenberger could have an adverse effect on our business and our chances for profitable operations. While we intend to employ additional management and marketing personnel in order to minimize the critical dependency upon any one person, there can be no assurance that we will be successful in attracting and retaining the persons needed. If we do not succeed in retaining and motivating our current employees and attracting new high quality independent agents, our business could be adversely affected.

We do not maintain key man life insurance on the life of Mr. Bonenberger.

OUR FINANCIAL RESULTS MAY BE AFFECTED BY FACTORS OUTSIDE OF OUR CONTROL

 

Our future operating results may vary significantly from quarter to quarter due to a variety of factors, many of which are outside our control. Our anticipated expense levels are based, in part, on our estimates of future revenues and may vary from our projections. We may be unable to adjust spending rapidly enough to compensate for any unexpected revenues shortfall. Accordingly, any significant shortfall in revenues in relation to our planned expenditures would materially adversely affect our business, operating results, and financial condition.

We cannot predict with certainty our revenues and operating results. Further, we believe that period-to-period comparisons of our operating results are not necessarily a meaningful indication of future performance.

 

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EMPLOYEES

 

We have one full-time employee and two independent agent working for the Company as of March 31, 2011. As we grow, we will need to attract an unknown number of additional qualified employees and independent agents. Although we have experienced no work stoppages and believe our relationships with our employees are good, we could be unsuccessful in attracting and retaining the persons needed. None of our employees are currently represented by a labor union. We expect to have a ready source of available labor to support our growth.

MARKETS AND MARKETING:

  

We currently have the following operating divisions:

Financial Services Division:

Focused upon mortgage and home loan origination, real state sales and client services, property acquisition and development. This division operates from the facility owned by us and located at 2585 Pio Pico Drive in Carlsbad, California. The division was established in the third fiscal quarter of 2003 and is currently operating and generating revenue. We currently have three independent real estate agents and loan brokers.

 Micro-loan Division:

Angels in Action is committed to changing the direction of our nation’s local economies, one business at a time. We have built an online Microfinance community where entrepreneurs and patrons come together to form virtual business incubators. Our mission is to ensure that the entrepreneurial spirit on which our country was founded is able to flourish in the communities in which we live and work. For further reference, please visit:

http://www.angelsinaction.tv

We believe that building awareness of our company is important in expanding our customer base. We currently advertise over the Internet via our website, newspaper and direct mail. We also rely upon referrals from past and current customers, as well as from personal and professional contacts of our management and independent contractors. The recurring costs of our marketing efforts have risen commensurate with our revenue.

We cannot assure you that we will be successful in attracting new customers, or retaining the future business of existing customers. If we fail to attract and retain customers, we would be unable to generate revenues to support continuing operations.

Management's Plan of Operations

Results of Operations

 

Revenue

 

Three months ended March 31, 2011, compared to the three months ended March 31, 2010. Total revenues were at $18,355 for the three months ended March 31, 2011 compared to $29,030 for the prior period.  Sales decrease is a result economic factors in the real estate industry.

Total operating expenses for the three months ended March 31, 2011 compared to 2010 decreased to $118,088 from $134,522 in the prior period. The majority of this decrease was in consulting, legal and professional expenses. Offsetting this decrease in consulting, legal and professional expenses of $42,364 was an increase in general and administrative expenses of $25,890.

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The net loss for the three months ended March 31, 2011 was $367,678 compared to a net gain of $113,468 for the three months ended March 31, 2010. The majority of the net loss was attributed to a recorded loss of $331, 413 resulting from foreclosure of property.

Liquidity and Capital Resources

 

As of March 31, 2011, we had a deficiency in working capital of $1,191,732.

 

Critical Accounting Policies

 

The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and judgments that affect our reported assets, liabilities, revenues, and expenses, and the disclosure of contingent assets and liabilities. We base our estimates and judgments on historical experience and on various other assumptions we believe to be reasonable under the circumstances. Future events, however, may differ markedly from our current expectations and assumptions. While there are a number of significant accounting policies affecting our consolidated financial statements, we believe the following critical accounting policy involve the most complex, difficult and subjective estimates and judgments.

 

Stock-Based Compensation

 

In December 2002, the FASB issued SFAS No. 148 - Accounting for Stock-Based Compensation - Transition and Disclosure. This statement amends SFAS No. 123- Accounting for Stock-Based Compensation, providing alternative methods of voluntarily transitioning to the fair market value based method of accounting for stock based employee compensation. FAS 148 also requires disclosure of the method used to account for stock-based employee compensation and the effect of the method in both the annual and interim financial statements. The provisions of this statement related to transition methods are effective for fiscal years ending after December 15, 2002, while provisions related to disclosure requirements are effective in financial reports for interim periods beginning after December 31, 2002. We elected to continue to account for stock-based compensation plans using the intrinsic value-based method of accounting prescribed by APB No. 25, "Accounting for Stock Issued to Employees," and related interpretations. Under the provisions of APB No. 25, compensation expense is measured at the grant date for the difference between the fair value of the stock and the exercise price.

 

Recent Accounting Pronouncements

In March 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-11 (ASU 2010-11), “Derivatives and Hedging (Topic 815): Scope Exception Related to Embedded Credit Derivatives.”  The amendments in this Update are effective for each reporting entity at the beginning of its first fiscal quarter beginning after June 15, 2010.  Early adoption is permitted at the beginning of each entity’s first fiscal quarter beginning after issuance of this Update.  The Company does not expect the provisions of ASU 2010-11 to have a material effect on the financial position, results of operations or cash flows of the Company.

In February 2010, the FASB Accounting Standards Update 2010-10 (ASU 2010-10), “Consolidation (Topic 810): Amendments for Certain Investment Funds.”  The amendments in this Update are effective as of the beginning of a reporting entity’s first annual period that begins after November 15, 2009 and for interim periods within that first reporting period. Early application is not permitted.  The Company’s adoption of provisions of ASU 2010-10 did not have a material effect on the financial position, results of operations or cash flows.

In February 2010, the FASB issued ASU No. 2010-09 “Subsequent Events (ASC Topic 855) “Amendments to Certain Recognition and Disclosure Requirements” (“ASU No. 2010-09”). ASU No. 2010-09 requires an entity that is an SEC filer to evaluate subsequent events through the date that the financial statements are issued and removes the requirement for an SEC filer to disclose a date, in both issued and revised financial statements, through which the filer had evaluated subsequent events. The adoption did not have an impact on the Company’s financial position and results of operations.

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In January 2010, the FASB issued an amendment to ASC 820, Fair Value Measurements and Disclosure, to require reporting entities to separately disclose the amounts and business rationale for significant transfers in and out of Level 1 and Level 2 fair value measurements and separately present information regarding purchase, sale, issuance, and settlement of Level 3 fair value measures on a gross basis.  This standard, for which the Company is currently assessing the impact, is effective for interim and annual reporting periods beginning after December 15, 2009 with the exception of disclosures regarding the purchase, sale, issuance, and settlement of Level 3 fair value measures which are effective for fiscal years beginning after December 15, 2010.

In January 2010, the FASB issued an amendment to ASC 505, Equity, where entities that declare dividends to shareholders that may be paid in cash or shares at the election of the shareholders are considered to be a share issuance that is reflected prospectively in EPS, and is not accounted for as a stock dividend.  This standard is effective for interim and annual periods ending on or after December 15, 2009 and is to be applied on a retrospective basis.  The adoption of this standard is not expected to have a significant impact on the Company’s financial statements.  

In October 2009, the FASB issued an amendment to the accounting standards related to certain revenue arrangements that include software elements. This standard clarifies the existing accounting guidance such that tangible products that contain both software and non-software components that function together to deliver the product’s essential functionality, shall be excluded from the scope of the software revenue recognition accounting standards. Accordingly, sales of these products may fall within the scope of other revenue recognition standards or may now be within the scope of this standard and may require an allocation of the arrangement consideration for each element of the arrangement. This standard, for which the Company is currently assessing the impact, will become effective on January 1, 2011.

In October 2009, FASB issued an amendment to the accounting standards related to the accounting for revenue in arrangements with multiple deliverables including how the arrangement consideration is allocated among delivered and undelivered items of the arrangement. Among the amendments, this standard eliminated the use of the residual method for allocating arrangement considerations and requires an entity to allocate the overall consideration to each deliverable based on an estimated selling price of each individual deliverable in the arrangement in the absence of having vendor-specific objective evidence or other third party evidence of fair value of the undelivered items. This standard also provides further guidance on how to determine a separate unit of accounting in a multiple-deliverable revenue arrangement and expands the disclosure requirements about the judgments made in applying the estimated selling price method and how those judgments affect the timing or amount of revenue recognition. This standard, for which the Company is currently assessing the impact, will become effective on January 1, 2011.

In August 2009, FASB issued an amendment to the accounting standards related to the measurement of liabilities that are recognized or disclosed at fair value on a recurring basis. This standard clarifies how a company should measure the fair value of liabilities and that restrictions preventing the transfer of a liability should not be considered as a factor in the measurement of liabilities within the scope of this standard. This standard is effective for the Company on October 1, 2009. The adoption of this amendment did not have a material effect on the Company’s financial statements.

On September 30, 2009, the Company adopted changes issued by the Financial Accounting Standards Board (FASB) to the authoritative hierarchy of GAAP.  These changes establish the FASB Accounting Standards Codification (Codification) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP.  Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants.  The FASB will no longer issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts; instead the FASB will issue Accounting Standards Updates.  Accounting Standards Updates will not be authoritative in their own right as they will only serve to update the Codification.  These changes and the Codification itself do not change GAAP.  Other than the manner in which new accounting guidance is referenced, the adoption of these changes had no impact on the Company’s financial statements.

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The Company has implemented all new accounting pronouncements that are in effect.  These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 

Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES OF MARKET RISK

We Will Need to Raise Additional Capital to Finance Operations

Our operations have relied almost entirely on external financing to fund our operations.  Such financing has historically come from a combination of borrowings and from the sale of common stock and assets to third parties.  We will need to raise additional capital to fund our anticipated operating expenses and future expansion.  Among other things, external financing will be required to cover our operating costs.  We cannot assure you that financing whether from external sources or related parties will be available if needed or on favorable terms.  The sale of our common stock to raise capital may cause dilution to our existing shareholders.  Our inability to obtain adequate financing will result in the need to curtail business operations.  Any of these events would be materially harmful to our business and may result in a lower stock price.

There is Substantial Doubt About Our Ability to Continue as a Going Concern Due to Recurring Losses and Working Capital Shortages, Which Means that We May Not Be Able to Continue Operations Unless We Obtain Additional Funding

The report of our independent accountants on our December 31, 2010 financial statements include an explanatory paragraph indicating that there is substantial doubt about our ability to continue as a going concern due to recurring losses and working capital shortages.  Our ability to continue as a going concern will be determined by our ability to obtain additional funding.  Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Our Common Stock May Be Affected By Limited Trading Volume and May Fluctuate Significantly

There has been a limited public market for our common stock and there can be no assurance that an active trading market for our common stock will develop.  As a result, this could adversely affect our shareholders' ability to sell our common stock in short time periods, or possibly at all.  Our common stock has experienced, and is likely to experience in the future, significant price and volume fluctuations that could adversely affect the market price of our common stock without regard to our operating performance.  In addition, we believe that factors such as quarterly fluctuations in our financial results and changes in the overall economy or the condition of the financial markets could cause the price of our common stock to fluctuate substantially. Substantial fluctuations in our stock price could significantly reduce the price of our stock.

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There is no Assurance of Continued Public Trading Market and Being a Low Priced Security may Affect the Market Value of Our Stock

 

To date, there has been only a limited public market for our common stock. Our common stock is currently quoted on the OTCBB. As a result, an investor may find it difficult to dispose of, or to obtain accurate quotations as to the market value of our stock. Our stock is subject to the low-priced security or so called "penny stock" rules that impose additional sales practice requirements on broker-dealers who sell such securities. The Securities Enforcement and Penny Stock Reform Act of 1990 requires additional disclosure in connection with any trades involving a stock defined as a penny stock (generally, according to recent regulations adopted by the SEC, any equity security that has a market price of less than $5.00 per share, subject to certain exceptions that we no longer meet). For example, brokers/dealers selling such securities must, prior to effecting the transaction, provide their customers with a document that discloses the risks of investing in such securities. Included in this document are the following:

 

• the bid and offer price quotes in and for the "penny stock," and the number of shares to which the quoted prices apply,
• the brokerage firm's compensation for the trade, and
• the compensation received by the brokerage firm's sales person for the trade.

 

In addition, the brokerage firm must send the investor:

• a monthly account statement that gives an estimate of the value of each "penny stock" in the investor's account, and
• a written statement of the investor's financial situation and investment goals.

If the person purchasing the securities is someone other than an accredited investor or an established customer of the broker/dealer, the broker/dealer must also approve the potential customer's account by obtaining information concerning the customer's financial situation, investment experience and investment objectives. The broker/dealer must also make a determination whether the transaction is suitable for the customer and whether the customer has sufficient knowledge and experience in financial matters to be reasonably expected to be capable of evaluating the risk of transactions in such securities. Accordingly, the Commission's rules may limit the number of potential purchasers of the shares of our common stock.

 

Resale restrictions on transferring "penny stocks" are sometimes imposed by some states, which may make transaction in our stock more difficult and may reduce the value of the investment. Various state securities laws pose restrictions on transferring "penny stocks" and as a result, investors in our common stock may have the ability to sell their shares of our common stock impaired.

 

There can be no assurance we will have market makers in our stock. If the number of market makers in our stock should decline, the liquidity of our common stock could be impaired, not only in the number of shares of common stock which could be bought and sold, but also through possible delays in the timing of transactions, and lower prices for the common stock than might otherwise prevail. Furthermore, the lack of market makers could result in persons being unable to buy or sell shares of the common stock on any secondary market.

 

We Could Fail to Retain or Attract Key Personnel

Our future success depends in significant part on the continued services of Steve Bonenberger, our Chief Executive Officer.  We cannot assure you we would be able to find an appropriate replacement for key

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personnel.  Any loss or interruption of our key personnel's services could adversely affect our ability to develop our business plan.  We do not have life insurance on Mr. Bonenberger.

Nevada Law and Our Charter May Inhibit a Takeover of Our Company That Stockholders May Consider Favorable

Provisions of Nevada law, such as its business combination statute, may have the effect of delaying, deferring or preventing a change in control of our company.  As a result, these provisions could limit the price some investors might be willing to pay in the future for shares of our common stock.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”), and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure.

 

In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based, in part, upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, management concluded that our disclosure controls and procedures are effective as of March 31, 2011 to cause the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods prescribed by SEC, and that such information is accumulated and communicated to management, including our chief executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS .

On November 10, 2010, the Company received a “Notice of Default and Election to Sell Under Deed of Trust” from the trustee holding the mortgage secured by the building with a cost of $1,395,612.  The Company had a legal right to bring the account into good standing by paying all past due payments plus costs and expenses; however, was unable to do so.  On March 18, 2011 a “Trustee’s Deed Upon Sale” was finalized and the property was returned to the lien holder.

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ITEM 1A. RISK FACTORS

Not applicable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

During the three months ended March 31, 2011, the Company issued 250,000,000 shares of common stock for cash received during the fourth quarter of 2010 totaling $25,723. The Company believes the issuance of the shares is exempt from the registration and prospectus delivery requirement of the Securities Act of 1933 by virtue of Section 4(2).

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. (REMOVED AND RESERVED)

None.

ITEM 5. OTHER INFORMATION

None.

 

ITEM 6. EXHIBITS

 * Filed herewith.   ** Previously Filed

 

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SIGNATURES

 

In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

 

 

 

 

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