PUMA BIOTECHNOLOGY, INC. - Quarter Report: 2008 March (Form 10-Q)
FORM
10-Q
U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For the
quarterly period ended March 31, 2008
OR
[
] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For the
transition period from ________ to ________
Commission
file number 000-52811
Innovative
Acquisitions Corp.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction
of
incorporation or organization)
|
77-0683487
(I.R.S.
Employer
Identification
Number)
|
c/o
Faraaz Siddiqi, 12 Georgiana Drive, Cumberland, RI 02864
(Address
of principal executive offices)
(401)
334-3242
(Registrant’s
telephone number, including area code)
No
change
(Former
name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes [X]
No [ ].
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company. See definition of “large accelerated filer,” “accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):
Large accelerated filer |
[ ]
|
Accelerated
filer
|
[ ] |
Non-accelerated filer |
[ ]
|
Smaller
reporting company
|
[X] |
(Do not check if a smaller reporting company) |
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes [X]
No [ ].
APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING
THE
PRECEDING FIVE YEARS:
Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court. Yes
[ ] No [ ].
APPLICABLE
ONLY TO CORPORATE ISSUERS
Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date: 3,000,000 shares of common stock,
par value $.0001 per share, outstanding as of May 14, 2008.
INNOVATIVE
ACQUISITIONS CORP.
-
INDEX -
Page | ||
PART I – FINANCIAL INFORMATION: | ||
Item
1.
|
Financial
Statements:
|
|
|
Balance
Sheets, as of March 31, 2008 and December 31, 2007
(unaudited)
|
1
|
|
|
|
|
Statements
of Expenses for the Three Months Ended March 31, 2008 and
for
the
Period from April 27, 2007 (Inception) to March 31, 2008
(unaudited)
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2
|
|
Statements
of Cash Flows for the Three Months Ended March 31, 2008 and
for
the
Period from April 27, 2007 (Inception) to March 31, 2008
(unaudited)
|
3
|
|
||
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Notes
to Financial Statements (unaudited)
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4
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Item
2.
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Management’s
Discussion and Analysis of Financial Condition and Results
of Operations
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5
|
Item
3.
|
Quantitative
and Qualitative Disclosures About Market Risk
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7
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Item
4T.
|
Controls
and Procedures
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8
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PART II – OTHER
INFORMATION:
|
||
Item
1.
|
Legal
Proceedings
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8
|
Item
1A.
|
Risk
Factors
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8
|
Item
2.
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Unregistered
Sales of Equity Securities and Use of Proceeds
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8
|
Item
3.
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Defaults
Upon Senior Securities
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8
|
Item
4.
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Submission
of Matters to a Vote of Security Holders
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8
|
Item
5.
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Other
Information
|
8
|
Item
6.
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Exhibits
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9
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Signatures
|
|
10 |
PART I – FINANCIAL
INFORMATION
Item
1. Financial Statements.
INNOVATIVE
ACQUISITIONS CORP.
(A
Development Stage Company)
BALANCE
SHEETS
(unaudited)
March
31,
2008
|
December
31,
2007
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|||||||
Assets
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||||||||
Current
Assets
|
||||||||
Cash
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$ | 2,166 | $ | 1,407 | ||||
Total
Assets
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$ | 2,166 | $ | 1,407 | ||||
Liabilities
and Stockholders’ Equity
|
||||||||
Stockholders' equity:
|
||||||||
Preferred
stock, 10,000,000 shares authorized,
|
||||||||
no
shares issued or outstanding
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$ | - | $ | - | ||||
Common
Stock, $0.0001 par, 100,000,000 shares
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||||||||
authorized;
3,000,000 and 3,000,000 shares issued
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||||||||
and
outstanding, respectively
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300 | 300 | ||||||
Additional
paid-in capital
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21,450 | 16,200 | ||||||
Deficit
accumulated during development stage
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(19,584 | ) | (15,093 | ) | ||||
Total
stockholders' equity
|
2,166 | 1,407 | ||||||
TOTAL
LIABILITIES & STOCKHOLDERS' EQUITY
|
$ | 2,166 | $ | 1,407 |
See
Summary of Significant Accounting Policies and Notes to Financial
Statements.
1
INNOVATIVE
ACQUISITIONS CORP.
(A Development Stage Company)
STATEMENTS OF EXPENSES
FOR THE THREE MONTHS ENDED MARCH 31,
2008
AND
FOR THE PERIOD FROM APRIL 27, 2007 (INCEPTION) THROUGH MARCH 31,
2008
(unaudited)
Three
months
ended
March
31, 2008
|
Inception
through
March
31, 2008
|
|||||||
General
and administrative expenses
|
$ | (4,491 | ) | $ | (19,584 | ) | ||
Net
loss
|
$ | (4,491 | ) | $ | (19,584 | ) | ||
Weighted
average number of common shares outstanding – basic and
diluted
|
3,000,000 | |||||||
Net
loss per share – basic and diluted
|
$ | (0.00 | ) |
See
Summary of Significant Accounting Policies and Notes to Financial
Statements.
2
INNOVATIVE
ACQUISITIONS CORP.
(A
Development Stage Company)
STATEMENTS
OF CASH FLOW
FOR THE THREE MONTHS ENDED MARCH 31, 2008
AND FOR THE PERIOD FROM APRIL 27, 2007
(INCEPTION) THROUGH MARCH 31,
2008
(unaudited)
Three
months ended
March
31, 2008
|
Inception
through
March
31, 2008
|
|||||||
Cash
flows from Operating Activities
|
||||||||
Net
loss
|
$ | (4,491 | ) | $ | (19,584 | ) | ||
Net
cash used in operating activities
|
(4,491 | ) | (19,584 | ) | ||||
Cash
Flow From Financing Activities
|
||||||||
Proceeds
from sale of common shares
|
- | 12,000 | ||||||
Contributions
to capital
|
5,250 | 9,750 | ||||||
Net
cash provided by financing activities
|
5,250 | 21,750 | ||||||
Net
increase in cash
|
759 | 2,166 | ||||||
Cash
at beginning of period
|
1,407 | - | ||||||
Cash
at end of period
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$ | 2,166 | $ | 2,166 | ||||
Supplemental
disclosures of cash flow information:
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||||||||
Cash
paid during the period for:
|
||||||||
Interest
|
$ | - | $ | - | ||||
Income
taxes
|
$ | - | $ | - |
See
Summary of Significant Accounting Policies and Notes to Financial
Statements.
3
INNOVATIVE
ACQUISITIONS CORP.
(A
Development Stage Company)
NOTES
TO FINANCIAL STATEMENTS
MARCH
31, 2008
(unaudited)
NOTE
1 – BASIS OF PRESENTATION
The
accompanying unaudited interim financial statements of Innovative Acquisitions
Corp. (“Innovative”) have been prepared in accordance with the 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
Innovative’s Form 10-KSB filed with the SEC on March 31, 2008. 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. Notes to the financial statements
which would substantially duplicate the disclosure contained in the audited
financial statements for the period ended December 31, 2007 as reported in Form
10-KSB have been omitted.
Note
2 – Going Concern
These
financial statements have been prepared on a going concern
basis. Innovative has not generated any revenue since inception and
is unlikely to generate revenue in the immediate or foreseeable future. The
continuation of Innovative as a going concern is dependent upon financial
support from its shareholders, the ability to obtain necessary equity financing
and the attainment of profitable operations. These factors raise substantial
doubt regarding Innovative’s ability to continue as a going concern. These
financial statements do not include any adjustments to the recoverability and
classification of recorded asset amounts and classification of liabilities that
might be necessary should Innovative be unable to continue as a going
concern.
Note 3 – Common
Stock
Innovative
received additional cash capital contributions from its directors during the
quarter totaling $5,250.
4
Item
2. Management’s Discussion and Analysis of Financial Condition and
Results of Operations.
Forward
Looking Statement Notice
Certain
statements made in this Quarterly Report on Form 10-Q are “forward-looking
statements” (within the meaning of the Private Securities Litigation Reform Act
of 1995) in regard to the plans and objectives of management for future
operations. Such statements involve known and unknown risks, uncertainties and
other factors that may cause actual results, performance or achievements of
Innovative Acquisitions Corp. (“we”, “us”, “our” or the “Company”) to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. The forward-looking
statements included herein are based on current expectations that involve
numerous risks and uncertainties. The Company's plans and objectives are based,
in part, on assumptions involving the continued expansion of business.
Assumptions relating to the foregoing involve judgments with respect to, among
other things, future economic, competitive and market conditions and future
business decisions, all of which are difficult or impossible to predict
accurately and many of which are beyond the control of the Company. Although the
Company believes its assumptions underlying the forward-looking statements are
reasonable, any of the assumptions could prove inaccurate and, therefore, there
can be no assurance the forward-looking statements included in this Quarterly
Report will prove to be accurate. In light of the significant uncertainties
inherent in the forward-looking statements included herein, the inclusion of
such information should not be regarded as a representation by the Company or
any other person that the objectives and plans of the Company will be
achieved.
Description
of Business
The
Company was incorporated in the State of Delaware on April 27, 2007 and
maintains its principal executive office at c/o Faraaz Siddiqi, 12 Georgiana
Drive, Cumberland, RI 02864. Since inception, the Company has been
engaged in organizational efforts and obtaining initial
financing. The Company was formed as a vehicle to pursue a business
combination through the acquisition of, or merger with, an operating
business. The Company filed a registration statement on Form 10-SB
with the U.S. Securities and Exchange Commission (the “SEC”) on September 14,
2007, and since its effectiveness, the Company has focused its efforts to
identify a possible business combination.
The
Company, based on proposed business activities, is a “blank check” company. The
SEC defines those companies as "any development stage company that is issuing a
penny stock, within the meaning of Section 3(a)(51) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), and that has no specific business
plan or purpose, or has indicated that its business plan is to merge with an
unidentified company or companies." Many states have enacted statutes, rules and
regulations limiting the sale of securities of "blank check" companies in their
respective jurisdictions. The Company is also a “shell company,” defined in Rule
12b-2 under the Exchange Act as a company with no or nominal assets (other than
cash) and no or nominal operations. Management does not intend to undertake any
efforts to cause a market to develop in our securities, either debt or equity,
until we have successfully concluded a business combination. The Company intends
to comply with the periodic reporting requirements of the Exchange Act for so
long as we are subject to those requirements.
5
The
Company was organized as a vehicle to investigate and, if such investigation
warrants, acquire a target company or business seeking the perceived advantages
of being a publicly held corporation. The Company’s principal business objective
for the next 12 months and beyond such time will be to achieve long-term growth
potential through a combination with an operating business. The Company will not
restrict its potential candidate target companies to any specific business,
industry or geographical location and, thus, may acquire any type of
business.
The
Company currently does not engage in any business activities that provide cash
flow. The costs of investigating and analyzing business combinations for the
next 12 months and beyond such time will be paid with money in our
treasury.
During
the next twelve months we anticipate incurring costs related to:
|
(i)
|
filing
Exchange Act reports, and
|
|
(ii)
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consummating
an acquisition.
|
We
believe we will be able to meet these costs through use of funds in our
treasury, through deferral of fees by certain service providers and additional
amounts, as necessary, to be loaned to or invested in us by our stockholders,
management or other investors.
The
Company may consider a business which has recently commenced operations, is a
developing company in need of additional funds for expansion into new products
or markets, is seeking to develop a new product or service, or is an established
business which may be experiencing financial or operating difficulties and is in
need of additional capital. In the alternative, a business combination may
involve the acquisition of, or merger with, a company which does not need
substantial additional capital, but which desires to establish a public trading
market for its shares, while avoiding, among other things, the time delays,
significant expense, and loss of voting control which may occur in a public
offering.
Since we
filed our Registration Statement on Form 10-SB, our management has had contact
and discussions with representatives of other entities regarding a business
combination with us. Any target business that is selected may be a financially
unstable company or an entity in its early stages of development or growth,
including entities without established records of sales or earnings. In that
event, we will be subject to numerous risks inherent in the business and
operations of financially unstable and early stage or potential emerging growth
companies. In addition, we may effect a business combination with an entity in
an industry characterized by a high level of risk, and, although our management
will endeavor to evaluate the risks inherent in a particular target business,
there can be no assurance that we will properly ascertain or assess all
significant risks.
The
Company anticipates that the selection of a business combination will be complex
and extremely risky. Because of general economic conditions, rapid technological
advances being made in some industries and shortages of available capital, our
management believes that there are numerous firms seeking even the limited
additional capital which we will have and/or the perceived benefits of becoming
a publicly traded corporation. Such perceived benefits of becoming a publicly
traded corporation include, among other things, facilitating or improving the
terms on which additional equity financing may be obtained, providing liquidity
for the principals of and investors in a business, creating a means for
providing incentive stock options or similar benefits to key employees, and
offering greater flexibility in structuring acquisitions, joint ventures and the
like through the issuance of stock. Potentially available business combinations
may occur in many different industries and at various stages of development, all
of which will make the task of comparative investigation and analysis of such
business opportunities extremely difficult and complex.
Liquidity
and Capital Resources
As of
March 31, 2008, the Company had assets equal to $2,166 comprised exclusively of
cash. The Company can provide no assurance that it can continue to
satisfy its cash requirements for at least the next twelve months.
6
The
following is a summary of the Company's cash flows provided by (used in)
operating, investing, and financing activities:
Three
Months
Ended
March
31,
2008
|
Cumulative
Period
From
April
27, 2007 (Inception) to
March
31,
2008
|
|||||||
Net
cash used in operating activities
|
$ | (4,491 |
)
|
$ | (19,584 | ) | ||
Net
cash provided by financing activities
|
5,250 | 21,750 | ||||||
Net
effect on cash
|
759 | 2,166 |
The
Company has nominal assets and has generated no revenues since inception. The
Company is also dependent upon the receipt of capital investment or other
financing to fund its ongoing operations and to execute its business plan of
seeking a combination with a private operating company. In addition, the Company
is dependent upon certain related parties to provide continued funding and
capital resources. If continued funding and capital resources are unavailable at
reasonable terms, the Company may not be able to implement its plan of
operations.
Results
of Operations
The
Company has not conducted any active operations since inception, except for its
efforts to locate suitable acquisition candidates. No revenue has been
generated by the Company from April 27, 2007 (Inception) to March 31,
2008. It is unlikely the Company will have any revenues unless it is
able to effect an acquisition or merger with an operating company, of which
there can be no assurance. It is management's assertion that these
circumstances may hinder the Company's ability to continue as a going
concern. The Company’s plan of operation for the next twelve months shall
be to continue its efforts to locate suitable acquisition
candidates.
For the
three months ending March 31, 2008, the Company had a net loss of approximately
$4,491, consisting of legal, accounting, audit and other professional service
fees incurred in relation to the Company’s filing of the Company’s Annual Report
on Form 10-KSB for the fiscal year ended December 31, 2007 in March of
2008.
For the
period from April 27, 2007 (Inception) to March 31, 2008, the Company had a net
loss of $19,584, comprised of legal, accounting, audit and other professional
service fees incurred in relation to the filing of the Company’s Registration
Statement on Form 10-SB in September of 2007 and the filing of the Company’s
Quarterly and Annual Reports on Form 10-QSB and Form 10-KSB,
respectively.
Off-Balance
Sheet Arrangements
The
Company does not have any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on the Company’s financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that is
material to investors.
Contractual
Obligations
As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide this information.
Item
3. Quantitative and Qualitative Disclosures About Market
Risk.
As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide information required by this Item.
7
Item
4T. Controls and Procedures.
Evaluation
of Disclosure Controls and Procedures
We
maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our reports filed pursuant to the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SEC’s rules, regulations and related forms, and that
such information is accumulated and communicated to our principal executive
officer and principal financial officer, as appropriate, to allow timely
decisions regarding required disclosure.
As of
December 31, 2007 and March 31, 2008, we carried out separate evaluations under
the supervision and with the participation of our principal executive officer
and our principal financial officer of the effectiveness of the design and
operation of our disclosure controls and procedures. Based on each evaluation,
our principal executive officer and our principal financial officer concluded
that our disclosure controls and procedures were effective as of December 31,
2007 and March 31, 2008.
Changes
in Internal Controls
There
have been no changes in our internal controls over financial reporting during
the quarter ended March 31, 2008 that have materially affected or are reasonably
likely to materially affect our internal controls.
PART II — OTHER
INFORMATION
Item
1. Legal Proceedings.
To the
best knowledge of the officers and directors, the Company is not a party to any
legal proceeding or litigation.
Item
1A. Risk Factors.
As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide information required by this Item.
Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds.
None.
Item 3. Defaults Upon
Senior Securities.
None.
Item 4. Submission of
Matters to a Vote of Security Holders.
None.
Item 5. Other
Information.
None.
8
Item
6. Exhibits.
(a) Exhibits
required by Item 601 of Regulation S-K.
Exhibit
|
Description
|
*3.1
|
Certificate
of Incorporation, as filed with the Delaware Secretary of State on April
27, 2007.
|
*3.2
|
By-laws.
|
31.1
|
Certification
of the Company’s Principal Executive Officer and Principal Financial
Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with
respect to the registrant’s Quarterly Report on Form 10-Q for the quarter
ended March 31, 2008.
|
32.1
|
Certification
of the Company’s Principal Executive Officer and Principal Financial
Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes Oxley Act of
2002.
|
*
|
Filed
as an exhibit to the Company’s Registration Statement on Form 10-SB, as
filed with the Securities and Exchange Commission on September 14, 2007,
and incorporated herein by this
reference.
|
9
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
INNOVATIVE ACQUISITIONS CORP. | |||
Dated: May 14, 2008
|
By:
|
/s/ Robert Johnson | |
Robert Johnson
President
|
10