NOTES TO FINANCIAL STATEMENTS
March 31, 2013
NOTE 1. GENERAL ORGANIZATION AND BUSINESS
The Company was incorporated under the laws of the state of Nevada on May 4,
2010. The Company has limited operations, is considered a development stage
company and has not yet realized any revenues from its planned operations.
Subsequent to our incorporation, we have been in the process of establishing
ourselves as a company that will focus its operations on developing and
commercializing a performance management system that will be used by cellular
network operators. We have named our system AdvancedPM.
NOTE 2. BASIS OF PRESENTATION
The accompanying unaudited condensed interim financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America and the rules and regulations of the United States
Securities and Exchange Commission ("SEC") for interim financial information and
with the instructions to Form 10-Q and Article 10 of Regulation S-X.
The financial information as of June 30, 2012 is derived from the audited
financial statements presented in the Company's Form 10-K filed with SEC on July
24, 2012. The unaudited condensed interim financial statements should be read in
conjunction with the Company's Form 10-K, which contains the audited financial
statements and notes thereto.
Certain information or footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America have been condensed or omitted, pursuant to the
rules and regulations of the SEC for interim financial reporting. Accordingly,
they do not include all the information and footnotes necessary for a
comprehensive presentation of financial position, results of operations, or cash
flows. It is management's opinion, however, that all material adjustments
(consisting of normal recurring adjustments) have been made which are necessary
for a fair financial statement presentation. The interim results for the period
ended March 31, 2013 are not necessarily indicative of results for the full
fiscal year.
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES
DEVELOPMENT STAGE
As a development stage enterprise, the Company discloses the deficit accumulated
during the development stage and the cumulative statements of operations and
cash flows from inception to the current balance sheet date.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those estimates.
EARNINGS PER SHARE
The basic earnings (loss) per share is calculated by dividing our net income
available to common shareholders by the weighted average number of common shares
during the year. The diluted earnings (loss) per share is calculated by dividing
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our net loss attributable to common shareholders by the diluted weighted average
number of shares outstanding during the year. The diluted weighted average
number of shares outstanding is the basic weighted number of shares adjusted for
any potentially dilutive debt or equity.
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid investments with maturity of three
months or less when purchased to be cash equivalents.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying value of the Company's financial instruments, consisting of
accounts payable and loans from director approximate their fair value due to the
short-term maturity of such instruments. Unless otherwise noted, it is
management's opinion that the Company is not exposed to significant interest,
currency or credit risks arising from these financial instruments.
INCOME TAXES
Deferred tax assets and liabilities are determined based on the differences
between the financial reporting and tax bases of assets and liabilities using
the enacted tax rates and laws that will be in effect when the differences are
expected to reverse. A valuation allowance is established when necessary to
reduce deferred tax assets to the amounts expected to be realized.
The Company accounts for income taxes under the provisions of Financial
Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC")
740, "Accounting for Income Taxes. It prescribes a recognition threshold and
measurement attributes for the financial statement recognition and measurement
of a tax position taken or expected to be taken in a tax return. As a result,
the Company has applied a more-likely-than-not recognition threshold for all tax
uncertainties. The guidance only allows the recognition of those tax benefits
that have a greater than 50% likelihood of being sustained upon examination by
the various taxing authorities. The Company is subject to taxation in the United
States. All of the Company's tax years since inception remain subject to
examination by Federal and state jurisdictions. The Company did not identify any
uncertain tax positions.
The Company classifies penalties and interest related to unrecognized tax
benefits as income tax expense in the Statements of Operations. As of December
31, 2012 and 2011, the Company had no accrued interest or penalties.
NOTE 4. INCOME TAXES
The Company uses the liability method , where deferred tax assets and
liabilities are determined based on the expected future tax consequences of
temporary differences between the carrying amounts of assets and liabilities for
financial and income tax reporting purposes. Since inception through March 31,
2013, the Company has incurred net losses and, therefore, has no tax liability.
The net deferred tax asset generated by the loss carry-forward has been fully
reserved. The cumulative net operating loss carry-forward as of March 31, 2013
is $69,390 and will expire 20 years from the date the losses were incurred.
As of March 31, 2013, deferred tax assets consisted of the following:
Net operating losses (estimated tax rate 34%) $ 23,593
Less: valuation allowance (23,593)
--------
Net deferred tax asset $ --
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NOTE 5. STOCKHOLDER'S DEFICIT
AUTHORIZED
The Company is authorized to issue 100,000,000 shares of $0.0001 par value
common stock and 50,000,000 shares of preferred stock, par value $0.0001. All
common stock shares have equal voting rights, are non-assessable and have one
vote per share. Voting rights are not cumulative and, therefore, the holders of
more than 50% of the common stock could, if they choose to do so, elect all of
the directors of the Company.
ISSUED AND OUTSTANDING
On May 4, 2010, the Company issued 50,000,000 shares of common stock to its
director for cash consideration of $20,000.
In August 2011, the Company issued 20,000,000 shares of common stock for net
proceeds $31,250, of which $19,672 was received during June 2011 and presented
as subscriptions received not issued on the June 30, 2011 balance sheet.
All amount referenced above consider a 5 new for 1 old stock split dated
February 21, 2013.
NOTE 6. RELATED PARTY TRANSACTIONS
The sole officer and director of the Company is involved in other business
activities and may, in the future, become involved in other business
opportunities. If a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company and their other
business interests. The Company has not formulated a policy for the resolution
of such conflicts.
The Company has paid management fees of $3,000 to its sole executive officer
during the year ended June 30, 2012. No such amounts were paid during the nine
months ended March 31, 2013 and 2012.
To March 31, 2013, the Company's sole officer and director advanced $21,343 to
the Company for administrative expenses. These advances are non-interest bearing
and due on demand.
NOTE 7. GOING CONCERN
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has net losses for the
period from inception (May 4, 2010) to March 31, 2013 of $69,390. This condition
raises substantial doubt about the Company's ability to continue as a going
concern. The Company's continuation as a going concern is dependent on its
ability to meet its obligations, to obtain additional financing as may be
required and ultimately to attain profitability. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
Management is planning to raise additional funds through debt or equity
offerings. There is no guarantee that the Company will be successful in these
efforts.
NOTE 8. CONCENTRATIONS OF RISKS
The Company's operations are subject to significant risk and uncertainties
including financial, operational, technological, and regulatory risks including
the potential risk of business failure. See Note 7 regarding going concern
matters.
NOTE 9. PROPERTY
The Company does not own or rent any property. We currently maintain our
corporate office at 17- 5348 Vegas Dr., Las Vegas, NV 89108 USA. This location
is a virtual office that we maintain with EastBiz.com, Inc. which provides us
with a mailing address for communications. This service is provided by
EastBiz.com for $99.00 per year, plus we maintain a reserve that Eastbiz.com
will use for payment of postage. This reserve account will be supplemented as
needed. We may terminate the lease arrangement upon 30-days' written notice to
INC Management. Our executive officer, Mr. Karlo Guray does not work from this
location, but operates from his respective residence in Israel at no charge to
us.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FORWARD LOOKING STATEMENTS
This quarterly report on Form 10-Q contains certain forward-looking statements.
Forward-looking statements may include our statements regarding our goals,
beliefs, strategies, objectives, plans, including product and service
developments, future financial conditions, results or projections or current
expectations. In some cases, you can identify forward-looking statements by
terminology such as "may," "will," "should," "expect," "plan," "anticipate,"
"believe," "estimate," "predict," "potential" or "continue," the negative of
such terms, or other comparable terminology. Such forward-looking statements
appear in this Item 2 - "Management's Discussion and Analysis of Financial
Condition and Results of Operations," and include statements regarding our
expectations regarding our short - and long-term capital requirements and our
business plan and estimated expenses for the coming 12 months. These statements
are subject to known and unknown risks, uncertainties, assumptions and other
factors that may cause actual results to be materially different from those
contemplated by the forward-looking statements. The business and operations of
Advanced Cellular, Inc. are subject to substantial risks, which increase the
uncertainty inherent in the forward-looking statements contained in this report.
We undertake no obligation to release publicly the result of any revision to
these forward-looking statements that may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events. Further information on potential factors that could affect
our business is described under the heading "Risks Related To Our Company" in
Part I, Item 1A, "Risk Factors" in our Form 10-K filed for the year ended June
30, 2012 with the SEC on July 24 2012. Readers are also urged to carefully
review and consider the various disclosures we have made in this report.
OVERVIEW
Advanced Cellular, Inc. ("Advanced", "us", "we" and "our") was incorporated on
May 4, 2010 in the State of Nevada. We are a development stage company, and to
date have not earned any revenue and currently do not have any significant
assets. Our offices are currently located at c/o Easybiz.com Inc 17-5348 Vegas
Dr., Las Vegas, NV 89108. Our telephone number is 866-824-2112. Our website is
www.advancedcellularinc.com.
We are established for the purpose of developing and commercializing a
performance management system for use by cellular operators. We have named our
system AdvancedPM.
To date we have not yet started the development of our system, AdvancedPM. There
is no assurance that once developed it will perform in the manner described or
will include all of our planned features.
Once developed, we expect our planned system to enable cellular operators to
analyze and optimize their cellular network performance. Common cellular network
equipment records different events during voice calls or data calls. These call
events are being stored in a dedicated database. Each cellular manufacturer has
its own unique database structure to store the call events. Cellular operators
have to monitor the call events in order to evaluate and improve their cellular
network performance. Key Performance Indicators (KPIs) are the significant
measurements used to track the cellular network performance against the cellular
operator's objectives. These KPIs are being calculated to summarize the call
events; the major KPIs are pre-specified and common for every cellular
manufacture with respect to the specific technology. Analyzing the KPIs enables
the operator a real-time monitoring, trend performance tracking and a drill-down
into network element level. Our planned system will present the KPIs in a
browser based, parameter driven, dynamic report generation, flexible report
scheduling capabilities and Support a wide variety of export formats including
PDF, HTML, CSV, XLS, RTF, and Image.
Our goal is to help small cellular operators monitor their network and enable
them to improve their network using an off-the-shelf product with a minimum
customization which will lead to minimal cost. We plan to generate revenues from
the sale of our AdvancedPM system to cellular network operators, at an
additional cost we plan to offer support and maintenance service.
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Once developed, we expect AdvancedPM to provide radio access network status
management, performance analysis and support the following capabilities:
* Monitor real-time system performance and not only the element status.
* Display the performance trend enabling to identify problems which
missed by the manual process.
* Geographic map display enable analyzing the data over detailed maps,
streets, satellite photo, topographical.
* Export detailed daily reports for engineers and high level of
management.
* Increase engineering efficiency and automatically identifying issues
that impact network quality.
* Assess current deployment and decide regarding requirement for new
deployment or expansion.
In order to use our planned system, prospective cellular network operators will
be required to send us the cellular network manufacture data sheets with regards
to performance collection and database specification, and then we will need to
integrate the cellular network manufacture database with AdvancedPM.
Once developed, we expect AdvancePM to support multi-user environment through
high speed and secure access across the Intranet or the Internet. The user will
be able to access the reports directly without any client application using
simple to access web reports to improve the information sharing across the
organization. Reporting capabilities include exporting to a common PC
application format such as Microsoft Excel, PDF, JPG. Reporting and Monitoring
include geographic map display enable analyzing the data over detailed street
maps, satellite photo and topographical maps.
We have commenced only limited operations, primarily focused on organizational
matters and efforts related to this Offering. Our performance management system
is currently in the development stage and is not ready for commercial sale.
At this stage in our development, there can be no assurance that we will be
successful in generating revenues from our performance management system or that
cellular operators seeking for performance management system will be receptive
to using our service.
Our auditors have issued an audit opinion which includes a statement describing
their doubts about whether we will continue as a going concern. Our financial
status creates substantial doubt whether we will continue as a going concern.
Investors should note that we have not generated any revenues to date, we do not
yet have any products available for sale, and we do not have a fully operational
valid working prototype of our proposed product.
On August 1, 2011 we launched an online store that sells a wide variety of
electronics and cellular devices and accessories. We launched this store as a
complimentary service to the small-medium size cellular operators
(http://advancedcellularinc.w2bshop.com/).
As of March 31, 2013, our company has $10,000 of cash and will need to raise
additional capital within the next twelve months. The company has no full time
employees and our current officer/director intends to devote approximately five
hours per week to our business activities.
RESULTS OF OPERATIONS - THREE MONTHS ENDED MARCH 31, 2013 AND 2012
During the three months ended March 31, 2013, we incurred operating expenses of
$6,266. Our operating expenses for the three months ended March 31, 2013
included accounting and audit fees of $4,600, transfer agent and filing fees of
$1,575, and administrative fees of $91.
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During the three months ended March 31, 2012, we incurred operating expenses of
$3,440. Our operating expenses for the three months ended March 31, 2012
included accounting and audit fees of $2,800, transfer agent and filing fees of
$280 and administrative fees of $6.
RESULTS OF OPERATIONS - NINE MONTHS ENDED MARCH 31, 2013 AND 2012
During the nine months ended March 31, 2013, we incurred operating expenses of
$13,964. Our operating expenses for the nine months ended March 31, 2013
included accounting and audit fees of $11,550, transfer agent and filing fees of
$2,150 and administrative fees of $264.
During the nine months ended March 31, 2012, we incurred operating expenses of
$23,699. Our operating expenses for the nine months ended March 31, 2012
included a write-down of inventory in the amount of $6,783, accounting and audit
fees of $9,600, travel expenses of $5,000, transfer agent and filing fees of
$1,290 and administrative fees of $1,026.
LIQUIDITY AND CAPITAL RESOURCES
To date, we have had negative cash flows from operations and we have been
dependent on sales of our equity securities to meet our cash requirements. We
expect this situation to continue for the foreseeable future. We anticipate that
we will have negative cash flows from operations in the next twelve month
period.
As of March 31, 2013, we had cash of $10,000 representing a net increase in cash
of $5,293 since June 30, 2012.
During the nine months ended March 31, 2013, we used $13,964 of cash in
operations for the operating expenses described above, offset by a $1,622
increase in accounts payable and a $1,200 decrease in prepaid expense.
In addition, we financed payments of services through a $16,435 loan from our
director which has been classified as a financing activity.
Because we have not generated any revenue from our business, we will need to
raise additional funds for the future development of our business and to respond
to unanticipated requirements or expenses. There can be no assurance that
additional financing will be available to us, or on terms that are acceptable.
Consequently, we may not be able to proceed with our intended business plans or
complete the development and commercialization of our product.
If we fail to generate sufficient net revenues, we will need to raise additional
capital to continue our operations thereafter. We cannot guarantee that
additional funding will be available on favorable terms, if at all. Any
shortfall will affect our ability to expand or even continue our operations. We
cannot guarantee that additional funding will be available on favorable terms,
if at all.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
As required by Rule 13a-15/15d-15 under the Securities and Exchange Act of 1934,
as amended (the "Exchange Act"), as of March 31, 2013, we have carried out an
evaluation of the effectiveness of the design and operation of our Company's
disclosure controls and procedures. This evaluation was carried out under the
supervision and with the participation of our Company's management, our
President (Principal Executive Officer) and Treasurer (Principal Accounting
Officer). Based upon the results of that evaluation, our management has
concluded that, as of March 31, 2013, our Company's disclosure controls and
procedures were effective and provide reasonable assurance that material
12
information related to our Company required to be disclosed in the reports that
we file or submit under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the SEC's rules and forms, and
that such information is accumulated and communicated to management to allow
timely decisions on required disclosure.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There were no changes in our internal control over financial reporting
identified in connection with the evaluation described above during the quarter
ended March 31, 2013 that has materially affected or is reasonably likely to
materially affect our internal controls over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 1A. RISK FACTORS
Not applicable.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
(a) Pursuant to Rule 601 of Regulation SK, the following exhibits are included
herein or incorporated by reference.
Exhibit
Number Description
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3.1 Articles of Incorporation (incorporated by reference to the
Registrant's Registration Statement on Form S-1 filed with the SEC on
August 27, 2010).
3.2 Bylaws (incorporated by reference to the Registrant's Registration
Statement on Form S-1 filed with the SEC on August 27, 2010).
31.1 Certification of CEO Pursuant to 18 U.S.C. ss. 1350, Section 302*
31.2 Certification of CFO Pursuant to 18 U.S.C. ss. 1350, Section 302*
32.1 Certification Pursuant to 18 U.S.C. ss.1350, Section 906*
32.2 Certification Pursuant to 18 U.S.C. ss. 1350, Section 906*
101 Interactive Data Files pursuant to Rule 405 of Regulation S-T.**
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* Filed herewith.
** Pursuant to Rule 406T of Regulation S-T, these interactive data files are
deemed not filed or part of a registration statement or prospectus for
purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18
of the Securities Exchange Act of 1934 and otherwise are not subject to
liability.
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