PUMA BIOTECHNOLOGY, INC. - Quarter Report: 2009 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, 2009
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 has submitted electronically and posted on its corporate Web site, if
any, every Interactive Data File required to be submitted and posted pursuant to
Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12
months (or for such shorter period that the registrant was required to submit
and post such files).Yes
[ ] 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 definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule
12b-2 of the Exchange Act. (Check one):
|
Large
accelerated filer
[ ]
|
Accelerated
filer
[ ]
|
|
Non-accelerated
filer [ ]
|
Smaller
reporting company
[X]
|
|
(Do not
check if a smaller reporting company)
|
Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes [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 15, 2009.
INNOVATIVE
ACQUISITIONS CORP.
-
INDEX -
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Page | |
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PART
I – FINANCIAL INFORMATION:
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Item
1.
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Financial
Statements:
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|
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Balance
Sheets as of March 31, 2009 and December 31, 2008
(unaudited)
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1
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Statements
of Expenses for the Three Months Ended March 31, 2009, the Three Months
ended March 31, 2008 and the period from Inception (April 27, 2007)
through March 31, 2009 (unaudited)
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2
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Statements
of Stockholders’ Equity (Deficit) for the Three Months ended March 31,
2009 (unaudited)
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3
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Statements
of Cash Flows for the Three Months Ended March 31, 2009, the Three Months
Ended March 31, 2008 and the period from Inception (April 27, 2007)
through March 31, 2009 (unaudited)
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4 | |
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Notes
to unaudited Financial Statements
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5
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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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6
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Item
3.
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Quantitative
and Qualitative Disclosures About Market Risk
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9
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Item
4T.
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Controls
and Procedures
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9
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PART II – OTHER
INFORMATION:
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||
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Item
1.
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Legal
Proceedings
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9
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Item
1A.
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Risk
Factors
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9
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Item
2.
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Unregistered
Sales of Equity Securities and Use of Proceeds
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9
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Item
3.
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Defaults
Upon Senior Securities
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9
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Item
4.
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Submission
of Matters to a Vote of Security Holders
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9
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Item
5.
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Other
Information
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10
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PART I – FINANCIAL
INFORMATION
Item
1. Financial Statements.
INNOVATIVE
ACQUISITIONS CORP.
(A
Development Stage Company)
BALANCE
SHEETS
(Unaudited)
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March
31,
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December
31,
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|||||||
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2009
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2008
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|||||||
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Assets
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||||||||
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Current
Assets
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||||||||
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Cash
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$
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67
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$
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73
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||||
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Total
Assets
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$
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67
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$
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73
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||||
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Liabilities
and Stockholders’ Deficit
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||||||||
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Liabilities
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||||||||
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Accounts
payable
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$
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500
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$
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2,249
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||||
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Total
liabilities
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500
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2,249
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||||||
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Stockholders'
deficit
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||||||||
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Preferred
stock, 10,000,000 shares authorized, no shares issued or
outstanding
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-
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-
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||||||
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Common
stock, $0.0001 par, 100,000,000 shares authorized; 3,000,000 and
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||||||||
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3,000,000
shares issued and outstanding ,respectively
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300
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300
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||||||
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Additional
paid-in capital
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34,450
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26,700
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||||||
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Deficit
accumulated during development stage
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(35,183
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)
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(29,176
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)
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||||
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Total
stockholders' deficit
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(433
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)
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(2,176
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)
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||||
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TOTAL
LIABILITIES AND STOCKHOLDERS' DEFICIT
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$
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67
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$
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73
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||||
The
accompanying notes are an integral part of these financial
statements.
1
INNOVATIVE
ACQUISITIONS CORP.
(A
Development Stage Company)
STATEMENTS
OF EXPENSES
(Unaudited)
|
Three
months ended March 31,
|
Inception
(April
27, 2007) through
March
31,
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|||||||||||
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2009
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2008
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2009
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||||||||||
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General
and administrative expenses
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$ | (6,007 | ) | $ | (4,491 | ) | $ | (35,183 | ||||
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Net
loss
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$ | (6,007 | ) | $ | (4,491 | ) | $ | (35,183 | ||||
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Weighted
average number of common shares
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||||||||||||
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outstanding
– basic and diluted
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3,000,000 | 3,000,000 | n/a | |||||||||
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Net
loss per share – basic and diluted
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$ | (0.00 | ) | $ | (0.00 | ) | n/a | |||||
The
accompanying notes are an integral part of these financial
statements.
2
INNOVATIVE
ACQUISITIONS CORP.
(A
Development Stage Company)
STATEMENTS
OF STOCKHOLDERS’ (DEFICIT)
For
the three months ended March 31, 2009
(Unaudited)
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Common
Shares
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Amount
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Additional
Paid-in
Capital
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Deficit
Accumulated During Development Stage
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Total
Equity (Deficit)
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||||||||||||||||
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Balance,
December 31, 2008
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3,000,000
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$
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300
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$
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26,700
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$
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(29,176
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)
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$
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(2,176
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)
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|||||||||
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Capital
contribution by existing stockholders
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-
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-
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7,750
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-
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7,750
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|||||||||||||||
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Net
loss
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-
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-
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-
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(6,007
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)
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(6,007
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)
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|||||||||||||
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Balance,
March 31, 2009
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3,000,000
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$
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300
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$
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34,450
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$
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(35,183
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)
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$
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(433
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)
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|||||||||
The accompanying notes are
an integral part of these financial statements.
3
INNOVATIVE
ACQUISITIONS CORP.
(A
Development Stage Company)
STATEMENTS
OF CASH FLOW
(Unaudited)
|
Three
months ended March 31,
|
Inception
(April
27, 2007) through
March
31,
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|||||||||||
| 2009 | 2008 | 2009 | ||||||||||
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Operating
Activities
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||||||||||||
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Net
loss
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$
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(6,007
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)
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$
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(4,491
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)
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$
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(35,183
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)
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|||
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Adjustments
to reconcile net loss to net cash
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||||||||||||
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used
in operating activities:
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||||||||||||
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Changes
in operating assets and liabilities:
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||||||||||||
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Accounts
payable
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(1,749
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)
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-
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500
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||||||||
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Net
cash used in operating activities
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(7,756
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)
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(4,491
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)
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(34,683
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)
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Financing
Activities
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||||||||||||
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Proceeds
from sale of common shares
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-
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-
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12,000
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|||||||||
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Contributions
of capital
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7,750
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5,250
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22,750
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|||||||||
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Net
cash provided by financing activities
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7,750
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5,250
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34,750
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|||||||||
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Net
increase (decrease) in cash
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(6
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)
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759
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67
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||||||||
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Cash
at beginning of period
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73
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1,407
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-
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|||||||||
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Cash
at end of period
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$
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67
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$
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2,166
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$
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67
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Supplemental
disclosures of cash flow information:
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||||||||||||
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Cash
paid during the period for:
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||||||||||||
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Interest
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$
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-
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$
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-
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$
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-
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||||||
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Income
taxes
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$
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-
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$
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-
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$
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-
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||||||
The
accompanying notes are an integral part of these financial
statements.
4
INNOVATIVE
ACQUISITIONS CORP.
(A
Development Stage Company)
NOTES
TO UNAUDITED FINANCIAL STATEMENTS
March
31, 2009
NOTE
1 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
Interim
Financial Statements
The
accompanying unaudited interim financial statements of Innovative Acquisitions
Corp. (the “Company”) 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 the
Company’s Form 10-K filed with the SEC on March 30, 2009. 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, 2008 as reported in Form
10-K have been omitted.
Use
of Estimates
The
preparation of financial statements in conformity with generally accepted
accounting principles 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 consolidated financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ
from those estimates.
Note
2 – Going Concern
These
financial statements have been prepared on a going concern basis. The
Company has not generated any revenue since inception and is unlikely to
generate revenue in the immediate or foreseeable future. The continuation of the
Company 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 the Company’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 the Company be unable to continue as a going
concern.
Note
3 – Common Stock
The
Company received additional cash capital contributions from its directors during
the three months ended March 31, 2009 in the amount of $7,750. No
additional shares of common stock were issued as a result of these capital
contributions.
5
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.
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.
6
The Company currently does not engage
in any business activities that provide cash flow. During the next
twelve months we anticipate incurring costs related to:
(i)
filing Exchange Act reports, and
(ii) investigating,
analyzing and 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 acquiring 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 our Registration Statement on
Form 10-SB went effective, 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, 2009, the Company had assets equal to $67, comprised exclusively of
cash. This compares to assets of $73, comprised exclusively of cash,
as of December 31, 2008. The Company’s liabilities as of March 31,
2009 totaled $500, comprised exclusively of accounts payable. This
compares to liabilities of $2,249 as of December 31, 2008. The
Company can provide no assurance that it can continue to satisfy its cash
requirements for at least the next twelve months.
7
The following is a summary of the
Company's cash flows provided by (used in) operating, investing, and financing
activities for the three months ended March 31, 2009 and 2008 and for the
cumulative period from Inception (April 27, 2007) to March 31,
2009:
|
Three
Months Ended
March
31, 2009
|
Three
Months Ended
March
31, 2008
|
Inception
(April
27, 2007) through
March
31, 2009
|
||||||||||
|
Net
cash used in operating activities
|
$ | (7,756 | ) | $ | (4,491 | ) | $ | (34,683 | ) | |||
|
Net
cash used in investing activities
|
- | - | - | |||||||||
|
Net
cash provided by financing activities
|
$ | 7,750 | $ | 5,250 | $ | 34,750 | ||||||
|
Net
increase (decrease) in cash and cash equivalents
|
$ | (6 | ) | $ | 759 | $ | 67 | |||||
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,
2009. 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, 2009, the Company had a net loss of $6,007,
consisting of legal, accounting, audit and other professional service fees
incurred in relation to the filing of the Company’s Annual Report on Form 10-K
for the year ended December 31, 2008 in March of 2009. This
compares with a net loss of $4,491 for the three months ending March 31, 2008,
consisting of legal, accounting, audit and other professional service fees
incurred in relation to the filing of the Company’s Annual Report on Form 10-KSB
for the year ended December 31, 2007 in March of 2008.
For the
cumulative period from April 27, 2007 (inception) to March 31, 2009, the Company
had a net loss of $35,183, consisting of legal, accounting, audit and other
professional service fees incurred in relation to the formation of the Company,
the filing of the Company’s Registration Statement on Form 10-SB in September of
2007, the filing of the Company’s Quarterly Reports on Form 10-QSB and Form 10-Q
and the filing of the Company’s Annual Reports on Form 10-KSB and Form
10-K.
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.
8
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.
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 March 31, 2009, we carried out an
evaluation, 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
this evaluation, our principal executive officer and our principal financial
officer concluded that our disclosure controls and procedures were effective as
of the end of the period covered by this report.
Changes
in Internal Controls
There
have been no changes in our internal controls over financial reporting during
the quarter ended March 31, 2009 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 our 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.
9
Item 5. Other
Information.
None.
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 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, 2009. |
|
31.2
|
Certification of the Company’s 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, 2009. |
|
32.1
|
Certification of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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32.2
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Certification of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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*
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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.
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10
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. | ||||
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Dated:
May 15, 2009
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/s/
Robert Johnson
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Robert
Johnson
President,
Principal
Executive Officer,
Principal
Financial Officer, Principal
Accounting Officer
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