U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
10-KSB
(Mark
One)
|X|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
For the
fiscal year ended December 31, 2007
|_|
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 |
77-0683487
|
| (State or other jurisdiction of |
(I.R.S.
Employer
|
| incorporation or organization) | Identification No.) |
| c/o Faraaz Siddiqi, 12 Georgiana Drive, Cumberland, RI | 02864 |
| (Address of principal executive offices) | (zip code) |
Registrant’s
telephone number, including area code:
(401)
334-3242
_____________________________________________
Securities
registered under Section 12(b) of the Exchange Act:
None.
Securities
registered under Section 12(g) of the Exchange Act:
Common
Stock, $0.0001 par value per share
1
Check
whether the issuer is not required to file reports pursuant to Section 13 or
15(d) of the Exchange Act. [ ]
Check
whether the issuer (1) has filed all reports required to be filed by Section 13
or 15(d) of the Exchange Act 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
[ ].
Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B (§229.405 of this chapter) contained herein, and no disclosure
will be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes [X] No
[ ].
The
issuer’s revenues for fiscal year end December 31, 2007 were $0.
As of
March 28, 2008, there were 3,000,000 shares of common stock, par value $.0001
per share, outstanding, none of which were held by non-affiliates.
Transitional
Small Business Disclosure Format (check one): Yes [ ] No
[X]
DOCUMENTS
INCORPORATED BY REFERENCE:
None
FORWARD-LOOKING
STATEMENTS
Certain
statements made in this Annual Report on Form 10-KSB are “forward-looking
statements” (within the meaning of the Private Securities Litigation Reform Act
of 1995) regarding 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. (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 Annual Report will prove to be accurate. In light of
the significant uncertainties inherent in the forward-looking statements
included herein particularly in view of the current state of our operations, the
inclusion of such information should not be regarded as a statement by us or any
other person that our objectives and plans will be achieved. Factors
that could cause actual results to differ materially from those expressed or
implied by such forward-looking statements include, but are not limited to, the
factors set forth herein under the headings “Business,” “Plan of Operation” and
“Risk Factors”. We undertake no obligation to revise or update
publicly any forward-looking statements for any reason.
2
Introduction
Innovative
Acquisitions Corp. (“we”, “us”, “our”, the "Company" or the "Registrant") was
incorporated in the State of Delaware on April 27, 2007 and maintains its
principal executive offices at c/o Faraaz Siddiqi, 12 Georgiana Drive,
Cumberland, Rhode Island 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.
Competition
The
Company faces vast competition from other shell companies with the same
objectives. The Company is in a highly competitive market for a small
number of business opportunities which could reduce the likelihood of
consummating a successful business combination. A large number of
established and well-financed entities, including small public companies and
venture capital firms, are active in mergers and acquisitions of companies that
may be desirable target candidates for us. Nearly all these entities
have significantly greater financial resources, technical expertise and
managerial capabilities than we do. Consequently, we will be at a competitive
disadvantage in identifying possible business opportunities and successfully
completing a business combination. These competitive factors may
reduce the likelihood of our identifying and consummating a successful business
combination.
Employees
We have
no employees other than our management who devotes only a limited amount of time
to our business.
3
Risk
Factors
You
should carefully review and consider the following risks as well as all other
information contained in this Annual Report on Form 10-KSB, including our
financial statements and the notes to those statements. The following risks and
uncertainties are not the only ones facing us. Additional risks and
uncertainties of which we are currently unaware or which we believe are not
material also could materially adversely affect our business, financial
condition, results of operations, or cash flows. To the extent any of
the information contained in this annual report constitutes forward-looking
information, the risk factors set forth below are cautionary statements
identifying important factors that could cause our actual results
for various financial reporting periods to differ materially from those
expressed in any forward-looking statements made by or on our behalf and could
materially adversely effect our financial condition, results of operations or
cash flows.
There
may be conflicts of interest between our management and our non-management
stockholders.
Conflicts
of interest create the risk that management may have an incentive to act
adversely to the interests of the stockholders of the Company. A conflict
of interest may arise between our management's personal pecuniary interest and
its fiduciary duty to our stockholders.
We
have a limited operating history.
We have a
limited operating history and no revenues or earnings from operations since
inception, and there is a risk that we will be unable to continue as a going
concern and consummate a business combination. We have no significant assets or
financial resources. We will, in all likelihood, sustain operating expenses
without corresponding revenues, at least until the consummation of a merger or
other business combination with a private company. This may result in our
incurring a net operating loss that will increase unless we consummate a
business combination with a profitable business. We cannot assure you that we
can identify a suitable business opportunity and consummate a business
combination, or that any such business will be profitable at the time of its
acquisition by us or ever.
We
have incurred and may continue to incur losses.
Since
inception (April 27, 2007) through December 31, 2007, we have incurred a net
loss of $15,093. We
expect that we will incur losses at least until we complete a merger or other
business combination with an operating business and perhaps after such a
combination as well. There can be no assurance that we will complete
a merger or other business combination with an operating business or that we
will ever be profitable.
We
face a number of risks associated with potential acquisitions.
We intend
to use reasonable efforts to complete a merger or other business combination
with an operating business. Such combination will be accompanied by risks
commonly encountered in acquisitions, including, but not limited to,
difficulties in integrating the operations, technologies, products and personnel
of the acquired companies and insufficient revenues to offset increased expenses
associated with acquisitions. Failure to manage and successfully
integrate acquisitions we make could harm our business, our strategy and our
operating results in a material way.
4
There
is competition for those private companies suitable for a merger transaction of
the type contemplated by management.
The
Company is in a highly competitive market for a small number of business
opportunities which could reduce the likelihood of consummating a successful
business combination. We are, and will continue to be, an insignificant
participant in the business of seeking mergers with, joint ventures with and
acquisitions of small private and public entities. A large number of established
and well-financed entities, including small public companies and venture capital
firms, are active in mergers and acquisitions of companies that may be desirable
target candidates for us. Nearly all these entities have significantly greater
financial resources, technical expertise and managerial capabilities than we do;
consequently, we will be at a competitive disadvantage in identifying possible
business opportunities and successfully completing a business combination. These
competitive factors may reduce the likelihood of our identifying and
consummating a successful business combination.
Future
success is highly dependent on the ability of management to locate and attract a
suitable acquisition.
The
nature of our operations is highly speculative, and there is a consequent risk
of loss of your investment. The success of our plan of operation will depend to
a great extent on the operations, financial condition and management of the
identified business opportunity. While management intends to seek business
combination(s) with entities having established operating histories, we cannot
assure you that we will be successful in locating candidates meeting that
criterion. In the event we complete a business combination, the success of our
operations may be dependent upon management of the successor firm or venture
partner firm and numerous other factors beyond our control.
Management
intends to devote only a limited amount of time to seeking a target company
which may adversely impact our ability to identify a suitable acquisition
candidate.
While
seeking a business combination, management anticipates devoting very limited
time to the Company's affairs. Our officers have not entered into written
employment agreements with us and are not expected to do so in the foreseeable
future. This limited commitment may adversely impact our ability to identify and
consummate a successful business combination.
There
can be no assurance that the Company will successfully consummate a business
combination.
We can
give no assurances that we will successfully identify and evaluate suitable
business opportunities or that we will conclude a business combination.
Management has not identified any particular industry or specific business
within an industry for evaluation. We cannot guarantee that we will be able to
negotiate a business combination on favorable terms.
The
time and cost of preparing a private company to become a public reporting
company may preclude us from entering into a merger or acquisition with the most
attractive private companies.
Target
companies that fail to comply with SEC reporting requirements may delay or
preclude acquisition. Sections 13 and 15(d) of the Exchange Act require
reporting companies to provide certain information about significant
acquisitions, including certified financial statements for the company acquired,
covering one, two, or three years, depending on the relative size of the
acquisition. The time and additional costs that may be incurred by some target
entities to prepare these statements may significantly delay or essentially
preclude consummation of an acquisition. Otherwise suitable acquisition
prospects that do not have or are unable to obtain the required audited
statements may be inappropriate for acquisition so long as the reporting
requirements of the Exchange Act are applicable.
5
The
Company may be subject to further government regulation which would adversely
affect our operations.
Although
we are subject to the reporting requirements under the Exchange Act, management
believes we are not subject to regulation under the Investment Company Act of
1940, as amended (the “Investment Company Act”), since we are not engaged in the
business of investing or trading in securities. If we engage in business
combinations which result in our holding passive investment interests in a
number of entities, we could be subject to regulation under the Investment
Company Act. If so, we would be required to register as an investment company
and could be expected to incur significant registration and compliance costs. We
have obtained no formal determination from the SEC as to our status under the
Investment Company Act and, consequently, violation of the Investment Company
Act could subject us to material adverse consequences.
Any
potential acquisition or merger with a foreign company may subject us to
additional risks.
If we
enter into a business combination with a foreign company, we will be subject to
risks inherent in business operations outside of the United States. These risks
include, for example, currency fluctuations, regulatory problems, punitive
tariffs, unstable local tax policies, trade embargoes, risks related to shipment
of raw materials and finished goods across national borders and cultural and
language differences. Foreign economies may differ favorably or unfavorably from
the United States economy in growth of gross national product, rate of
inflation, market development, rate of savings, and capital investment, resource
self-sufficiency and balance of payments positions, and in other
respects.
The
Company may be subject to certain tax consequences in our business, which may
increase our cost of doing business.
We may
not be able to structure an acquisition to result in tax-free treatment for the
companies or their stockholders, which could deter third parties from entering
into certain business combinations with us or result in being taxed on
consideration received in a transaction. Currently, a transaction may be
structured so as to result in tax-free treatment to both companies, as
prescribed by various federal and state tax provisions. We intend to structure
any business combination so as to minimize the federal and state tax
consequences to both us and the target entity; however, we cannot guarantee that
the business combination will meet the statutory requirements of a tax-free
reorganization or that the parties will obtain the intended tax-free treatment
upon a transfer of stock or assets. A non-qualifying reorganization could result
in the imposition of both federal and state taxes that may have an adverse
effect on both parties to the transaction.
Our
business will have no revenue unless and until we merge with or acquire an
operating business.
We are a
development stage company and have had no revenue from operations. We do not
expect to realize any revenue unless and until we successfully merge with or
acquire an operating business.
Because
we may seek to complete a business combination through a “reverse merger”,
following such a transaction we may not be able to attract the attention of
major brokerage firms.
Additional
risks may exist since we expect to assist a privately held business to become
public through a “reverse merger.” Securities analysts of major
brokerage firms may not provide coverage of our Company since there is no
incentive to brokerage firms to recommend the purchase of our common stock, par
value $0.0001 per share (the “Common Stock”). No assurance can be
given that brokerage firms will want to conduct any secondary offerings on
behalf of our post-merger company in the future.
6
We
cannot assure you that following a business combination with an operating
business, our Common Stock will be listed on NASDAQ or any other securities
exchange.
Following
a business combination, we may seek the listing of our Common Stock on NASDAQ or
the American Stock Exchange. However, we cannot assure you that
following such a transaction, we will be able to meet the initial listing
standards of either of those or any other stock exchange, or that we will be
able to maintain a listing of our Common Stock on either of those or any other
stock exchange. After completing a business combination, until our
Common Stock is listed on the NASDAQ or another stock exchange, we expect that
our Common Stock would be eligible to trade on the OTC Bulletin Board, another
over-the-counter quotation system, or on the “pink sheets,” where our
stockholders may find it more difficult to dispose of shares or obtain accurate
quotations as to the market value of our Common Stock. In addition,
we would be subject to an SEC rule that, if it failed to meet the criteria set
forth in such rule, imposes various practice requirements on broker-dealers who
sell securities governed by the rule to persons other than established customers
and accredited investors. Consequently, such rule may deter
broker-dealers from recommending or selling our Common Stock, which may further
affect its liquidity. This would also make it more difficult for us
to raise additional capital following a business combination.
Our
stockholders may have a minority interest in the Company following a merger or
other business combination with an operating business.
If we
consummate a merger or business combination with a company with a value in
excess of the value of our Company and issue shares of Common Stock to the
stockholders of such company as consideration for merging with us, our
stockholders would own less than 50% of the Company after the business
combination. The stockholders of the acquired company would therefore
be able to control the election of our board of directors (the “Board of
Directors”) and control our Company.
There
is currently no trading market for our Common Stock, and liquidity of shares of
our Common Stock is limited.
Until recently and still with certain
restrictions, shares of
Common Stock could not be
sold under the exemptions from registration provided by Rule 144 under or
Section 4(1) of the Securities Act (“Rule 144”), in accordance with the letter from
Richard K. Wulff, Chief of the Office of Small Business Policy of the Securities and Exchange
Commission’s Division of Corporation Finance, to
Ken Worm of NASD Regulation, dated January 21, 2000 (the “Wulff Letter”). The Wulff Letter
provides that certain private transfers of the shares of common stock
also may be prohibited without registration under federal securities laws.
The SEC changed certain aspects of the Wulff Letter and such changes apply
retroactively to our stockholders. Since February 15, 2008, all holders of
shares of common stock of a “shell company” have been permitted to sell their
shares of common stock under Rule 144, subject to certain restrictions, starting
one year after (i) the completion of a business combination with a private
company in a reverse merger or reverse takeover transaction after which the
company would cease to be a “shell company” (as defined in Rule 12b-2 under the
Exchange Act) and (ii) the disclosure of certain information on a Current Report
on Form 8-K within four business days thereafter.
Compliance
with the criteria for securing exemptions under federal securities laws and the
securities laws of the various states is extremely complex, especially in
respect of those exemptions affording flexibility and the elimination of trading
restrictions in respect of securities received in exempt transactions and
subsequently disposed of without registration under the Securities Act or state
securities laws.
There
are issues impacting liquidity of our securities with respect to the SEC’s
review of a future resale registration statement.
Since
shares of our Common Stock issued prior to a business combination or reverse
merger cannot currently, nor will they for a considerable period of time after
we complete a business combination, be available to be offered, sold, pledged or
otherwise transferred without being registered pursuant to the Securities Act,
we will likely file a resale registration statement on Form S-1, or some other
available form, to register for resale such shares of Common
Stock. We cannot control this future registration process in all
respects as some matters are outside our control. Even if we are
successful in causing the effectiveness of the resale registration statement,
there can be no assurances that the occurrence of subsequent events may not
preclude our ability to maintain the effectiveness of the registration
statement. Any of the foregoing items could have adverse effects on the
liquidity of our shares of Common Stock.
7
In
addition, the SEC has recently disclosed that it has developed internal informal
guidelines concerning the use of a resale registration statement to register the
securities issued to certain investors in private investment in public equity
(PIPE) transactions, where the issuer has a market capitalization of less than
$75 million and, in general, does not qualify to file a Registration Statement
on Form S-3 to register its securities if the issuer’s securities are listed on
the Over-the-Counter Bulletin Board or on the Pink Sheets. The SEC
has taken the position that these smaller issuers may not be able to
rely on Rule 415 under the Securities Act (“Rule 415”), which generally permits
the offer and sale of securities on a continued or delayed basis over a period
of time, but instead would require that the issuer offer and sell such
securities in a direct or "primary" public offering, at a fixed
price, if the facts and circumstances are such that the SEC believes the
investors seeking to have their shares registered are underwriters and/or
affiliates of the issuer. It appears that the SEC in most cases will
permit a registration for resale of up to one third of the total number of
shares of common stock then currently owned by persons who are not affiliates of
such issuer and, in some cases, a larger percentage depending on the facts and
circumstances. Staff members also have indicated that an issuer in
most cases will have to wait until the later of six months after effectiveness
of the first registration or such time as substantially all securities
registered in the first registration are sold before filing a subsequent
registration on behalf of the same investors. Since, following a
reverse merger or business combination, we may have little or no tradable shares
of Common Stock, it is unclear as to how many, if any, shares of Common Stock
the SEC will permit us to register for resale, but SEC staff members have
indicated a willingness to consider a higher percentage in connection with
registrations following reverse mergers with shell companies such as the
Company. The SEC may require as a condition to the declaration of
effectiveness of a resale registration statement that we reduce or “cut back”
the number of shares of common stock to be registered in such registration
statement. The result of the foregoing is that a stockholder’s
liquidity in Common Stock may be adversely affected in the event the SEC
requires a cut back of the securities as a condition to allow the Company to
rely on Rule 415 with respect to a resale registration statement, or, if the SEC
requires us to file a primary registration statement.
We
have never paid dividends on our Common Stock.
We have
never paid dividends on our Common Stock and do not presently intend to pay any
dividends in the foreseeable future. We anticipate that any funds
available for payment of dividends will be re-invested into the Company to
further its business strategy.
The
Company intends to issue more shares in a merger or acquisition, which will
result in substantial dilution.
Our
Certificate of Incorporation authorizes the issuance of a maximum of
100,000,000 shares of Common Stock and a maximum of 10,000,000 shares of
preferred stock, par value $.0001 per share (the “Preferred Stock”). Any merger
or acquisition effected by us may result in the issuance of additional
securities without stockholder approval and the substantial dilution in the
percentage of Common Stock held by our then existing stockholders. Moreover, the
Common Stock issued in any such merger or acquisition transaction may be valued
on an arbitrary or non-arm’s-length basis by our management, resulting in an
additional reduction in the percentage of Common Stock held by our current
stockholder. Our Board of Directors has the power to issue any or all
of such authorized but unissued shares without stockholder
approval. To the extent that additional shares of Common Stock or
Preferred Stock are issued in connection with a business combination or
otherwise, dilution to the interests of our stockholder will occur and the
rights of the holder of Common Stock might be materially and adversely
affected.
8
Our stockholders may engage in a
transaction to cause the Company to repurchase their shares of Common
Stock.
In order
to provide an interest in the Company to a third party, our stockholders may
choose to cause the Company to sell Company securities to third parties, with
the proceeds of such sale being utilized by the Company to repurchase their
shares of Common Stock. As a result of such transaction, our management,
stockholders and Board of Directors may change.
Our
Board of Directors has the power to issue shares of Preferred Stock with certain
rights without stockholder approval.
Our
Certificate of Incorporation authorizes the issuance of up to 10,000,000 shares
of Preferred Stock with designations, rights and preferences determined from
time to time by its Board of Directors. Accordingly, our Board of
Directors is empowered, without stockholder approval, to issue shares of
Preferred Stock with dividend, liquidation, conversion, voting, or other rights
which could adversely affect the voting power or other rights of the holders of
the Common Stock. In the event of issuance, the Preferred Stock could
be utilized, under certain circumstances, as a method of discouraging, delaying
or preventing a change in control of the Company. Although we have no
present intention to issue any shares of our authorized Preferred Stock, there
can be no assurance that we will not do so in the future.
Control
by Management.
Management
currently owns 100% of all the issued and outstanding Common Stock of the
Company. Consequently, management has the ability to control the
operations of the Company and, acting together, control all matters submitted to
stockholders for approval, including:
|
·
|
Election
of the board of directors;
|
|
·
|
Removal
of any directors;
|
|
·
|
Amendment
of the Company’s certificate of incorporation or bylaws;
and
|
|
·
|
Adoption
of measures that could delay or prevent a change in control or impede a
merger, takeover or other business
combination.
|
These
stockholders will thus have control over our management and affairs.
Accordingly, this concentration of ownership may have the effect of impeding a
merger, consolidation, takeover or other business consolidation, or discouraging
a potential acquirer from making a tender offer for our Common
Stock.
Item
2. Description of Property.
The
Company neither rents nor owns any properties. The Company utilizes the office
space and equipment of its management at no cost. Management
estimates such amounts to be immaterial. The Company currently has no
policy with respect to investments or interests in real estate, real estate
mortgages or securities of, or interests in, persons primarily engaged in real
estate activities.
9
Item
3. Legal Proceedings.
Presently,
there are not any material pending legal proceedings to which the Company is a
party or as to which any of its property is subject, and no such proceedings are
known to the Company to be threatened or contemplated against it.
Item
4. Submission of Matters to a Vote of Security Holders.
None.
PART
II
Item
5. Market for Common Equity, Related Stockholder Matters and Small Business
Issuer Purchases of Equity Securities.
Common
Stock
Our
Certificate of Incorporation authorizes the issuance of up to 100,000,000 shares
of Common Stock. Our Common Stock is not listed on a publicly-traded
market. As of March 28, 2008, there were three holders of record of
our Common Stock.
Preferred
Stock
Our
Certificate of Incorporation authorizes the issuance of up to 10,000,000 shares
of Preferred Stock. The Company has not yet issued any of the
Preferred Stock.
Dividend
Policy
The
Company has not declared or paid any cash dividends on Common Stock and does not
intend to declare or pay any cash dividend in the foreseeable future. The
payment of dividends, if any, is within the discretion of the Board of Directors
and will depend on the Company’s earnings, if any, its capital requirements and
financial condition and such other factors as the Board of Directors may
consider.
Securities
Authorized for Issuance Under Equity Compensation Plans
None.
Recent
Sales of Unregistered Securities
The
Company did not sell any equity securities that were not registered under the
Securities Act during the fiscal quarter ended December 31, 2007.
On April
27, 2007, the Company sold 1,000,000 shares of Common Stock to each of Robert
Johnson, the President and director of the Company, Faraaz Siddiqi, the
Secretary and director of the Company, and Kapil Munjal, director of the
Company, for aggregate cash consideration of $12,000. The Company
sold these shares of Common Stock under the exemption from registration provided
by Section 4(2) of the Securities Act. As of the date hereof, the
Company has 3,000,000 shares of Common Stock issued and
outstanding.
No
securities have been issued for services. Neither the Company nor any person
acting on its behalf offered or sold the securities by means of any form of
general solicitation or general advertising. No services were performed by any
purchaser as consideration for the shares issued.
10
Item
6. Management’s Discussion and Analysis or Plan of Operation.
Plan
of Operation
The
Company has not realized any revenues from operations since inception, and its
plan of operation for the next twelve months is to locate a suitable acquisition
or merger candidate and consummate a business combination. The Company may need
additional cash advances from its stockholders or loans from other parties to
pay for operating expenses until the Company consummates a merger or business
combination with a privately-held operating company. Although it is
currently anticipated that the Company can satisfy its cash requirements with
additional cash advances or loans from other parties, if needed, for at least
the next twelve months, the Company can provide no assurance that it can
continue to satisfy its cash requirements for such period.
Since our
formation on April 27, 2007, our purpose has been to effect a business
combination with an operating business which we believe has significant growth
potential. We are currently considered to be a “blank check” company in as much
as we have no specific business plans, no operations, revenues or employees. We
currently have no definitive agreements or understanding with any prospective
business combination candidates and have not targeted any business for
investigation and evaluation nor are there any assurances that we will find a
suitable business with which to combine. The implementation of our business
objectives is wholly contingent upon a business combination and/or the
successful sale of securities in the company.
As a
result of our limited resources, we expect to effect only a single business
combination. Accordingly, the prospects for our success will be entirely
dependent upon the future performance of a single business. Unlike certain
entities that have the resources to consummate several business combinations or
entities operating in multiple industries or multiple segments of a single
industry, we will not have the resources to diversify our operations or benefit
from the possible spreading of risks or offsetting of losses. A target business
may be dependent upon the development or market acceptance of a single or
limited number of products, processes or services, in which case there will be
an even higher risk that the target business will not prove to be commercially
viable.
Our
officers and directors are only required to devote a very limited portion of
their time to our affairs on a part-time or as-needed basis. We expect to use
outside consultants, advisors, attorneys and accountants as necessary, none of
which will be hired on a retainer basis. We do not anticipate hiring any
full-time employees so long as we are seeking and evaluating business
opportunities.
We expect
our present management to play no managerial role in the Company following a
merger or business combination. Although we intend to scrutinize closely the
management of a prospective target business in connection with our evaluation of
a business combination with a target business, our assessment of management may
be incorrect. We cannot assure you that we will find a suitable business with
which to combine.
Results
of Operations
The
Company has not conducted any active operations since inception, except for its
efforts to locate a suitable acquisition or merger transaction. No revenue has
been generated by the Company during such period, and it is unlikely the Company
will have any revenues unless it is able to effect an acquisition of or merger
with another operating company, of which there can be no assurance.
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.
11
Item
7 - Financial Statements
C
O N T E N T S
| Description |
Page
|
|
Report
of Independent Registered Public Accounting Firm
|
F-1
|
|
Balance
Sheet as of December 31, 2007
|
F-2
|
|
Statement
of Expenses for the period from April 27, 2007 (Inception)
through
|
|
|
December
31, 2007
|
F-3
|
|
Statement
of Shareholders’ Equity for the period from April 27, 2007 (Inception)
through
|
|
|
December
31, 2007
|
F-4
|
|
Statement
of Cash Flow for the period from April 27, 2007 (Inception)
through
|
|
|
December
31, 2007 (Unaudited)
|
F-5
|
|
Notes
to Financial Statements
|
F-6
|
12
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Board Directors
Innovative
Acquisitions Corp.
(A
Development Stage Company)
Cumberland,
Rhode Island
We have
audited the accompanying balance sheet of Innovative Acquisitions Corp. (the
“Company”) (a development stage company) as of December 31, 2007 and the related
statements of expenses, shareholders’ equity, and cash flows for the period from
inception (April 27, 2007) through December 31, 2007. These financial statements
are the responsibility of the Company’s management. Our responsibility is to
express an opinion on these financial statements based on our
audit.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform an audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provide a reasonable
basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Innovative Acquisitions Corp. as of
December 31, 2007 and the results of operations and cash flows for the period
from inception (April 27, 2007) through December 31, 2007, in conformity with
accounting principles generally accepted in the United States of
America.
The
accompanying financial statements have been prepared assuming that Innovative
Acquisitions Corp. will continue as a going concern. As discussed in Note 2 to
the financial statements, Innovative Acquisitions Corp. has no operations, which
raises substantial doubt about its ability to continue as a going concern.
Management’s plans regarding those matters also are described in Note 2. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
|
/s/
Malone & Baily, P.C.
|
|
|||
|
Malone
& Bailey, P.C.
www.malone-bailey.com
Houston,
TX
March
6, 2008
|
|
F-1
|
INNOVATIVE
ACQUISITIONS CORP.
|
|
|
(A
Development Stage Company)
|
|
|
BALANCE
SHEET
|
|
|
DECEMBER
31, 2007
|
|
Assets
|
||||
|
Current
Assets
|
||||
|
Cash
|
$ | 1,407 | ||
|
Total
Assets
|
$ | 1,407 | ||
|
Liabilities and
Stockholders’ Equity
|
||||
|
Stockholders'
equity:
|
||||
|
Preferred
stock, 10,000,000 shares authorized, no shares issued or
outstanding
|
- | |||
|
Common
Stock, $0.0001 par, 100,000,000 authorized; 3,000,000 issued and
outstanding
|
300 | |||
|
Additional
paid in capital
|
16,200 | |||
|
Deficit
accumulated during development stage
|
(15,093 | ) | ||
|
Total
stockholders' equity
|
1,407 | |||
|
TOTAL
LIABILITIES & STOCKHOLDERS' EQUITY
|
$ | 1,407 | ||
See
Summary of Significant Accounting Policies and Notes to Financial
Statements.
F-2
|
INNOVATIVE
ACQUISITIONS CORP.
|
|
(A
Development Stage Company)
|
|
STATEMENT
OF EXPENSES
|
|
FOR
THE PERIOD FROM APRIL 27, 2007 (INCEPTION) THROUGH DECEMBER 31,
2007
|
|
General
and administrative expenses
|
$ | (15,093 | ) | |
|
Net
loss
|
$ | (15,093 | ) | |
|
Weighted
average number of common shares outstanding – basic and
diluted
|
3,000,000 | |||
|
Net
loss per share – basic and diluted
|
(0.01 | ) |
See
Summary of Significant Accounting Policies and Notes to Financial
Statements.
F-3
|
INNOVATIVE
ACQUISITIONS CORP.
(A
Development Stage Company)
STATEMENT
OF STOCKHOLDERS’ EQUITY
FOR
THE PERIOD FROM APRIL 27, 2007 (INCEPTION) THROUGH DECEMBER 31,
2007
|
|
Common
Shares
|
Amount
|
Additional
Paid-in
Capital
|
Deficit
Accumulated
During
Development
Stage
|
Total
Equity
|
||||||||||||||||
|
Common
shares issued for cash at inception at $0.004 per share
|
3,000,000 | $ | 300 | $ | 11,700 | $ | - | $ | 12,000 | |||||||||||
|
Capital
contribution by existing stockholders
|
- | - | 4,500 | - | 4,500 | |||||||||||||||
|
Net
loss
|
(15,093 | ) | (15,093 | ) | ||||||||||||||||
|
Balance,
December 31, 2007
|
3,000,000 | $ | 300 | $ | 16,200 | $ | (15,093 | ) | $ | 1,407 | ||||||||||
See
Summary of Significant Accounting Policies and Notes to Financial
Statements.
F-4
|
INNOVATIVE
ACQUISITIONS CORP.
|
|
|
(A
Development Stage Company)
|
|
|
STATEMENT
OF CASH FLOW
|
|
|
FOR
THE PERIOD FROM APRIL 27, 2007 (INCEPTION) THROUGH DECEMBER 31,
2007
|
|
Cash
flows from Operating Activities
|
||||
|
Net
loss
|
$ | (15,093 | ) | |
|
Net
cash used by operating activities
|
(15,093 | ) | ||
|
Cash
Flow From Financing Activities
|
||||
|
Proceeds
from sale of common shares
|
12,000 | |||
|
Contributions
to capital
|
4,500 | |||
|
Net
cash provided by financing activities
|
16,500 | |||
|
Net
increase in cash
|
1,407 | |||
|
Cash
at beginning of period
|
- | |||
|
Cash
at end of period
|
$ | 1,407 | ||
|
Supplemental
disclosures of cash flow information:
|
||||
|
Cash
paid during the period for:
|
||||
|
Interest
|
$ | - | ||
|
Income
taxes
|
$ | - | ||
See
Summary of Significant Accounting Policies and Notes to Financial
Statements.
F-5
INNOVATIVE
ACQUISITIONS CORP.
(A
Development Stage Company)
NOTES
TO FINANCIAL STATEMENTS
DECEMBER
31, 2007
NOTE
1 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
Organization
and Business Operations
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.
Cash
and Cash Equivalents
The
Company considers deposits that can be redeemed on demand and investments that
have original maturities of less than three months, when purchased, to be cash
equivalents.
Income
Taxes
The
Company recognizes deferred tax assets and liabilities based on differences
between the financial reporting and tax bases of assets and liabilities using
the enacted tax rates and laws that are expected to be in effect when the
differences are expected to be recovered. The Company provides a
valuation allowance for deferred tax assets for which it does not consider
realization of such assets to be more likely than not.
Basic
and Diluted Net Loss per Share
Basic and
diluted net loss per share calculations are presented in accordance with
Financial Accounting Standards Statement 128, and are calculated on the basis of
the weighted average number of common shares outstanding during the year. They
include the dilutive effect of common stock equivalents in years with net
income. Basic and diluted loss per share are the same due to the absence of
common stock equivalents.
Recently
Issued Accounting Pronouncements
The
Company does not expect the adoption of any recently issued accounting
pronouncements to have a significant impact on their financial position, results
of operations or cash flows.
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.
F-6
INNOVATIVE
ACQUISITIONS CORP.
(A
Development Stage Company)
NOTES
TO FINANCIAL STATEMENTS
DECEMBER
31, 2007
Note
3 – 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. During fiscal 2007, the Company 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 effective tax
rate for fiscal 2007 is 15%. The cumulative net operating loss carry-forward is
approximately $15,093 at December 31, 2007, and will expire in the year
2027. At December 31, 2007, deferred tax assets consisted of the
following:
|
Deferred
tax assets
|
||||
|
Net
operating losses
|
$ | 2,624 | ||
|
Less:
valuation allowance
|
(2,624 | ) | ||
|
Net
deferred tax asset
|
$ | - | ||
Note
4 – Common Stock
The
Company sold 3,000,000 shares of its common stock to its directors for a total
of $12,000 cash on April 27, 2007.
In
November and December 2007, the Company received additional cash capital
contributions from its directors. No additional shares of common
stock were issued as a result of these capital contributions. The
contributions were received on the dates listed below:
|
Date
|
Amount
|
|||
|
November
5, 2007
|
$ | 1,500 | ||
|
November
29, 2007
|
1,500 | |||
|
December
6, 2007
|
1,500 | |||
| $ | 4,500 | |||
Note
5 - Commitments
The
Company’s principal office is located at 12 Georgiana Drive, Cumberland, RI
pursuant to a verbal agreement on a rent-free month-to-month basis.
F-7
Item
8. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure.
None.
Item
8A. 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.
Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting. The Company’s internal control over
financial reporting is designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles.
This
annual report does not include a report of management's assessment regarding
internal control over financial reporting or an attestation report of the
company's registered public accounting firm due to a transition period
established by rules of the SEC for newly public companies.
Changes
in Internal Controls.
There
have been no changes in our internal controls over financial reporting during
the period covered by this report that has materially affected or is reasonably
likely to materially affect our internal controls. This annual report does not
include a report of management's assessment regarding internal control over
financial reporting or an attestation report of the company's registered public
accounting firm due to a transition period established by rules of the SEC for
newly public companies.
Item
8B. Other Information.
None.
PART
III
Item
9. Directors and Executive Officers of the Company.
(a) Identification
of Directors and Executive Officers. The following table sets forth
certain information regarding the Company’s directors and executive officers for
the fiscal year ended December 31, 2007:
|
Name
|
Age
|
Position
|
Term
|
|
Robert
Johnson
|
37
|
President
and Director
|
April
27, 2007 thru Present
|
|
Faraaz
Siddiqi
|
37
|
Secretary
and Director
|
April
27, 2007 thru Present
|
|
Kapil
Munjal
|
36
|
Director
|
April
27, 2007 thru Present
|
The
Company’s officers and directors are elected annually for a one year term or
until their respective successors are duly elected and qualified or until their
earlier resignation or removal.
13
Robert Johnson has served as
the Company’s President and director since inception. Mr. Johnson is
currently a Strategic and Developmental Consultant for PhD Productions, a film
production company, and has served as such since November 2004. Also,
since May 2003, he has been an entrepreneur in the in-home private education
industry. Previously, from September 1999 to April 2003, Mr. Johnson
worked as an attorney at the law firm of Ropes & Gray LLP in Boston,
Massachusetts. At Ropes & Gray LLP, he managed the initial public
offerings of six closed-end municipal bond funds ($3.3b, aggregate), advised
publicly-traded companies in connection with debt offerings and private
placements, and counseled start-up companies in connection with initial rounds
of financing. From 1993 to 1996, he worked at Smith Barney, Inc. in
New York City as an Associate in the Health Care Services Research
Group. As a member of the leading health care services research team
on Wall Street, Mr. Johnson evaluated the investment potential of
publicly-traded health care services companies by analyzing their financials,
business models, and industry characteristics. Mr. Johnson graduated
magna cum laude from Princeton University in 1992, receiving an Artium
Baccalaureus in Psychology; he is a member of Phi Beta Kappa. Mr.
Johnson also holds a Juris Doctor, which he received from Harvard Law School in
1999.
Faraaz Siddiqi has served
as the Company’s Secretary and director since inception. Since October 2006, Mr.
Siddiqi has been self-employed as a freelance consultant. He provides
advice on various issues relating to international business and
trade. From April 2003 to October 2006, Mr. Siddiqi worked for the
Office of the U.S. Trade Representative in the Executive Office of the President
(White House) where he attained the rank of Deputy Assistant U.S. Trade
Representative. His responsibilities included coordinating efforts to build the
capacity of developing countries to implement and enforce international trade
obligations. Mr. Siddiqi served as U.S. lead for trade capacity building
discussions in the World Trade Organization Doha negotiations, the U.S.-Thailand
Free Trade Agreement negotiations, and the U.S.-Southern African Customs Union
Free Trade Agreement negotiations. He was also significantly involved in the
Dominican Republic-Central America-United States Free Trade Agreement, the
African Growth and Opportunity Act, and other initiatives. From January 2000 to
April 2003, Mr. Siddiqi worked in the General Counsel’s Office of the U.S.
Department of Commerce as a senior attorney for the Commercial Law Development
Program where he managed a multi-million dollar project in the Middle East and
Africa promoting legal reform to improve the environment for business. Prior to
this, Mr. Siddiqi was an associate at the law firm of Robins, Kaplan, Miller
& Ciresi, LLP, in Boston, Massachusetts, where his practice focused on
intellectual property law, transactional law, and insurance law. He also worked
at the World Bank and coauthored one of the initial Bank working papers on Child
Labor. Mr. Siddiqi received a Bachelor of Arts degree in Psychology from
McGill University in 1993 and a Juris Doctor degree from the Boston
University School of Law in 1997.
Kapil Munjal has served
as a director of the Company since its inception. Since June 1999, Mr. Munjal
has been an independent real estate investor, involved in all aspects of real
property acquisition, management, and disposition. His primary focus has been on
building real estate portfolios comprised primarily of residential multi-family
housing investments in the city of Los Angeles. Currently, Mr. Munjal manages
over 220 apartment units, worth in excess of $60 million. Additionally, he has
partnered with major financial institutions such as Fannie Mae, Freddie Mac,
Citibank, Washington Mutual and Prudential Financial to secure favorable,
low-interest financing for his real estate transactions. From 1997-1999, Mr.
Munjal served as an Assistant District Attorney for the Bronx County in the city
of New York where he was a member of the Criminal Courts Bureau. Mr. Munjal has
also held positions at the Los Angeles County District Attorney’s Office and the
Administrative Office of the United States Courts. Mr. Munjal received a
Bachelor of Arts degree in Political Science/Rhetoric from the University of
California at Berkeley in 1993 and a Juris Doctor degree from the Boston
University School of Law in 1997.
(b) Significant
Employees.
As of the
date hereof, the Company has no significant employees.
14
(c) Family
Relationships.
None.
(d) Involvement
in Certain Legal Proceedings.
There
have been no events under any bankruptcy act, no criminal proceedings and no
judgments, injunctions, orders or decrees material to the evaluation of the
ability and integrity of any director, executive officer, promoter or control
person of Company during the past five years.
Compliance
with Section 16(a) of the Exchange Act
Section 16(a)
of the Exchange Act requires the Company’s directors and officers, and persons
who beneficially own more than 10% of a registered class of the Company’s equity
securities, to file reports of beneficial ownership and changes in beneficial
ownership of the Company’s securities with the SEC on Forms 3, 4 and 5.
Officers, directors and greater than 10% stockholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms
they file.
Based
solely on the Company’s review of the copies of the forms received by it during
the fiscal year ended December 31, 2007 and written representations that no
other reports were required, the Company believes that no persons who, at any
time during such fiscal year, was a director, officer or beneficial owner of
more than 10% of Common Stock failed to comply with all Section 16(a)
filing requirements during such fiscal year.
Code
of Ethics
On December 31, 2007, the
Company adopted a formal code of ethics statement for senior officers and
directors (the “Code of Ethics”) that is designed to deter wrongdoing and to
promote ethical conduct and full, fair, accurate, timely and
understandable reports that the Company files or submits to the Securities and
Exchange Commission and others. A form of the Code of Ethics is attached
hereto as Exhibit
14.1. Requests for copies of the Code of Ethics should be sent
in writing to c/o Faraaz Siddiqi, 12 Georgiana Drive, Cumberland, Rhode Island
02864.
Nominating
Committee
We have
not adopted any procedures by which security holders may recommend nominees to
our Board of Directors.
Audit
Committee
The Board
of Directors acts as the audit committee. The Company does not have a qualified
financial expert at this time because it has not been able to hire a qualified
candidate. Further, the Company believes that it has inadequate financial
resources at this time to hire such an expert. The Company intends to
continue to search for a qualified individual for hire.
15
Item
10. Executive Compensation.
The
following table sets forth the cash compensation paid by the Company to the
President of the Company for services rendered during the fiscal year ended
December 31, 2007.
|
Name and
Position
|
Year
|
Total
Compensation
|
|
Robert
Johnson, President and Director
|
2007
|
None
|
Director
Compensation
We do not
currently pay any cash fees to our officers and directors, nor do we pay their
expenses in attending board meetings.
Employment
Agreements
The
Company is not a party to any employment agreements.
Item
11. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.
The
following tables set forth certain information as of March 28, 2008, regarding
(i) each person known by the Company to be the beneficial owner of more than 5%
of the outstanding shares of Common Stock, (ii) each director, nominee and
executive officer of the Company and (iii) all officers and directors as a
group.
|
Name and
Address
|
Amount and
Nature
of Beneficial
Ownership
|
Percentage
of
Class
|
|
Robert
Johnson (1)
Innovative
Acquisitions Corp.
c/o
Faraaz Siddiqi
12
Georgiana Drive
Cumberland,
Rhode Island 02864
|
1,000,000
|
33.33%
|
|
Faraaz
Siddiqi (2)
Innovative
Acquisitions Corp.
c/o
Faraaz Siddiqi
12
Georgiana Drive
Cumberland,
Rhode Island 02864
|
1,000,000
|
33.33%
|
|
Kapil
Munjal (3)
Innovative
Acquisitions Corp.
c/o
Faraaz Siddiqi
12
Georgiana Drive
Cumberland,
Rhode Island 02864
|
1,000,000
|
33.33%
|
|
All
Directors and Officers as a Group
(3
individuals)
|
3,000,000
|
100%
|
|
(1)
|
Robert
Johnson is President and Director of the
Company.
|
|
(2)
|
Faraaz
Siddiqi is Secretary and Director of the
Company.
|
|
(3)
|
Kapil
Munjal is Director of the Company.
|
16
Item
12. Certain Relationships and Related Transactions.
Except as otherwise indicated herein,
there have been no related party transactions, or any other transactions or
relationships required to be disclosed pursuant to Item 404 of Regulation
S-B.
Item
13. Exhibits.
Index to
Exhibits
| Exhibit | Description |
|
*3.1
|
Certificate
of Incorporation, as filed with the Delaware Secretary of State on April
27, 2007.
|
|
*3.2
|
By-laws.
|
|
14.1
|
Corporate
Code of Ethics and Conduct, adopted December 31, 2007.
|
|
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 Annual Report on Form 10-KSB for the year
ended December 31, 2007.
|
|
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
|
Item
14. Principal Accountant Fees and Services
Malone
and Bailey, P.C. (“Malone & Bailey”) is the Company's independent registered
public accounting firm.
Audit
Fees
The
aggregate fees billed by Malone & Bailey for professional services rendered
for the audit of our annual financial statements and review of financial
statements included in our quarterly reports on Form 10-QSB or services that are
normally provided in connection with statutory and regulatory filings were
$7,800 for the
fiscal year ended December 31, 2007.
Audit-Related
Fees
There
were no fees billed
by Malone & Bailey for assurance and related services that are reasonably
related to the performance of the audit or review of the Company’s financial
statements for the fiscal year ended December 31, 2007.
Tax
Fees
There
were no fees billed by Malone & Bailey for professional services for tax
compliance, tax advice, and tax planning for the fiscal year ended December 31,
2007.
All
Other Fees
There
were no fees billed
by Malone & Bailey for other products and services for the fiscal year ended
December 31, 2007.
Audit
Committee’s Pre-Approval Process
The Board
of Directors acts as the audit committee of the Company, and accordingly, all
services are approved by all the members of the Board of Directors.
17
SIGNATURES
In
accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
|
INNOVATIVE
ACQUISITIONS CORP.
|
|||
|
Dated:
March 28, 2008
|
By:
|
/s/ Robert Johnson | |
|
Robert
Johnson
President and Director
|
|||
|
Dated:
March 28, 2008
|
By:
|
/s/ Faraaz Siddiqi | |
|
Faraaz
Siddiqi
Secretary
|
|
Dated:
March 28, 2008
|
By:
|
/s/ Kapil Munjal | |
|
Kapil
Munjal
Director
|
18
Exhibit
14.1
INNOVATIVE
ACQUISITIONS CORP.
CORPORATE
CODE OF ETHICS AND CONDUCT
Approved: December
31, 2007
TABLE
OF CONTENTS
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1.
|
General
Policy
|
2
|
|
2.
|
Compliance
with the Law
|
3
|
|
3.
|
Stocks
|
3
|
|
4.
|
Confidential
Information
|
3
|
|
5.
|
Special
Ethical Obligations For Employees With Public Reporting
Responsibilities
|
4
|
|
6.
|
Continuing
Disclosure Obligations and Accuracy of Business Record
|
4
|
|
7.
|
Protection
and Proper Use of Company Assets
|
5
|
|
8.
|
Corporate
Opportunities
|
5
|
|
9.
|
Fair
Dealing
|
5
|
|
10.
|
Conflicts
of Interest
|
6
|
|
11.
|
Gifts,
Meals and Entertainment
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6
|
|
12.
|
Interacting
with the Government
|
7
|
|
13.
|
Privacy
and Employee Relations
|
7
|
|
14.
|
Market
Competition
|
7
|
|
15.
|
Purchasing
|
8
|
|
16.
|
Political
Contributions
|
8
|
|
17.
|
Exports
and Imports
|
8
|
|
18.
|
Media/Public
Relations and Governmental Inquiries
|
9
|
|
19.
|
Response
to Investigations or Government Inquiries
|
9
|
|
20.
|
Document
Retention Policy
|
10
|
|
21.
|
Amendments
And Waivers
|
10
|
|
|
||
| Employee Certification and Agreement of Compliance |
11
|
|
Innovative
Acquisitions Corp.
Corporate Code of Ethics and
Conduct
|
1.
|
General
Policy
|
It is the
policy of Innovative Acquisitions Corp. (“we”, “us”, “our,” or
the “Company”) to conduct business in compliance with all applicable laws, rules
and regulations. Further, it is our policy to conduct business with
integrity. We make this commitment to our customers, to our partners,
to our shareholders, to our community, to those government agencies that
regulate the Company, and to ourselves.
Each
Company employee, officer and director, as well as agents and contractors
working on behalf of the Company, must work to comply with the policies set
forth in this Code of Ethics and Conduct (the “Code”). All employees,
officers and directors should review this Code and make sure that these policies
guide their actions. Because of the complex and changing nature of legal
requirements, each member of the Company must be constantly vigilant to ensure
that their conduct complies with the Code. If any employee, officer
or director becomes aware of an issue of legal compliance which is not
adequately addressed in this Code, you should notify the President.
The
Company takes compliance with laws, regulations, rules and the Code
seriously. Any violation of such will result in disciplinary
action. Such action may include an oral or written warning,
disciplinary probation, suspension, reduction in salary, demotion, or dismissal
from employment. These disciplinary actions also may apply to anyone
who directs or approves the employee’s improper actions or is aware of those
actions, but does not act appropriately to correct them or fails to exercise
appropriate supervision.
If a
question arises as to whether any action complies with the Company policies or
applicable law, an employee, officer or director should present that question
directly to the Company’s Secretary. The Secretary’s telephone number
is (401) 334-3242. The Secretary may also be contacted at the
following e-mail address: fsiddiqi@entityinnovations.com. Concerns
about violations of any part of this Code made to the telephone number may be
made anonymously. Any calls, detailed notes and/or emails will be
dealt with confidentially. Simply ask your question or give any
information you may have. In raising an issue, you may remain
anonymous, although you are encouraged to identify yourself. Should
you choose to identify yourself, your identity will be kept confidential to the
extent feasible or permissible under the law. All employees, officers
and directors and agents of the Company have the commitment of the Company and
of the Company’s Board of Directors that they will be protected from
retaliation. However, the Company reserves the right to discipline
anyone who knowingly makes a false accusation, provides false information to the
Company or has acted improperly. Failure to report known or
suspected wrongdoing of which any member of the Company has knowledge may, by
itself, subject that person to disciplinary action.
This Code
highlights important legal principles with which employees, officers and
directors and agents are expected to be familiar. The fact that this Code does
not specifically reference other applicable laws (some of which may be covered
in other the Company policies), does not diminish their importance or
application.
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2.
|
Compliance with the
Law
|
The
Company seeks to comply with all applicable government laws, rules and
regulations. We need the cooperation of all employees, officers and
directors to do so and to bring lapses or violations to light. While some
regulatory schemes may not carry criminal penalties, they control the licenses
and certifications that allow the Company to conduct its
business. The Company’s continued ability to operate depends upon
your help for compliance.
|
3.
|
Stocks
|
Because
our stock may become a publicly traded security, certain activities of the
Company are subject to certain provisions of the federal securities
laws. These laws govern the dissemination or use of information about
the affairs of the Company or its subsidiaries or affiliates, and other
information which might be of interest to persons considering the purchase or
sale of our stock. Violations of the federal securities laws could
subject you and the Company to stiff criminal and civil
penalties. Accordingly, the Company does not sanction and will not
tolerate any conduct that risks a violation of these laws.
a.
Disclosure of Transactions
in Company’s Securities
The
Securities and Exchange Commission (“SEC”) requires continuing disclosure of
transactions in the Company’s publicly traded securities by the Company, its
directors, officers, major shareholders and other affiliated
persons. We are committed to complying with obligations related this
disclosure.
b.
Disclosure of Transactions
in Company’s Securities
It is
illegal for any person, either personally or on behalf of others, (i) to buy or
sell securities while in possession of material nonpublic information, or (ii)
to communicate (to “tip”) material nonpublic information to another person who
trades in the securities on the basis of the information or who in turn passes
the information on to someone who trades. All directors, officers,
employees and temporary insiders, such as accountants and lawyers, must comply
with these “insider trading” restrictions.
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4.
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Confidential
Information
|
You may
be entrusted with the Company’s confidential business
information. You are required to safeguard and use such information
only for the Company’s purposes. Confidential information includes
all non-public information that might be of use to competitors, or harmful to
the Company or its customers, if disclosed. You are expected to
maintain the confidentiality of any and all such information entrusted to you by
the Company or our customers or partners. Examples of confidential
business information include, but are not limited to: the Company’s trade
secrets, business trends, product development programs, detailed sales and cost
figures, new product or marketing plans, research and development ideas or
information, manufacturing processes, and information about potential
collaborations, joint ventures, acquisitions, divestitures and
investments. Failure to observe this duty of confidentiality may
compromise our competitive advantage over competitors and may additionally
result in a violation of securities, antitrust or employment laws. It
may also violate agreements providing for the protection of such confidential
information the Company has entered into with third parties. You should not
discuss confidential Company information outside the Company, even with your own
family.
The
business purpose of the Company is to seek the acquisition of, or merger with,
an existing company. As a result, confidentiality becomes a
particularly sensitive matter once negotiations have commenced and/or when the
Company enters into a letter of intent concerning any target
business. The Company’s business information and all related and
ancillary documents contain information that is of a confidential nature which
therefore must be treated in a confidential manner. You may not,
directly or indirectly, disclose or permit affiliates or representatives to
disclose any of such information to any other person or reproduce such
information in whole or in part, without the prior written consent of the
Company.
At any
time prior to a potential merger transaction, the lack of public trading does
not in any way effect your obligation and responsibility to maintain all
information as highly confidential. You may also possess sensitive,
privileged information about our partners. These parties properly
expect that this information will be kept confidential. The Company
takes very seriously any violation of a partner’s confidentiality and will not
tolerate such conduct.
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5.
|
Special Ethical
Obligations for Employees with Public Reporting
Responsibilities
|
We are
also committed to carrying out all continuing disclosure obligations in a full,
fair, accurate, timely and understandable manner. Depending on their
position with the Company, employees, officers or directors may be called upon
to provide information to assure that the Company’s public reports are complete,
fair and understandable. The Company expects all of its personnel to
take this responsibility very seriously and to provide prompt and accurate
answers to inquiries related to the Company’s public disclosure
requirements.
Employees,
officers and directors should promptly report to the Secretary any conduct that
the individual believes to be a violation of law or business ethics or of any
provision of the Code, including any transaction or relationship that reasonably
could be expected to give rise to such a conflict. Violations,
including failures to report potential violations by others, will be viewed as a
severe disciplinary matter that may result in personnel action, including
termination of employment.
|
6.
|
Continuing Disclosure
Obligations and Accuracy of Business
Records
|
In order
to support all our disclosure obligations, it is our policy to record and report
our factual information honestly and accurately. Failure to do so is
a grave offense and will subject an individual to severe discipline by the
Company, as well as possible criminal and civil penalties.
Compliance
with established accounting procedures, the Company’s system of internal and
disclosure controls and generally accepted accounting principles are necessary
at all times. In order to achieve such compliance, the Company’s
records, books and documents must accurately reflect the transactions and
provide a full account of the Company’s assets, liabilities, revenues and
expenses. Knowingly entering inaccurate or fraudulent information
into the Company’s accounting system is unacceptable and may be
illegal. Any individual that has knowledge that an entry or process
is false and material are expected to consult the Secretary. In
addition, it is the responsibility of each member of the Company to give their
cooperation to the Company’s authorized internal and external
auditors.
Every
individual should also be aware that almost all business records of the Company
may become subject to public disclosure in the course of litigation or
governmental investigation. Records are also often obtained by
outside parties or the media. Employees should therefore attempt to
be as clear, concise, truthful and accurate as possible when recording any
information. They must refrain from making legal conclusions or
commenting on legal positions taken by the Company or others. They
must also avoid exaggeration, colorful language, and derogatory
characterizations of people and their motives. The Company will not
tolerate any conduct that creates an inaccurate impression of the Company’s
business operations.
|
7.
|
Protection and Proper
Use of Company Assets
|
Employees,
officers and directors should protect the Company’s assets and ensure their
efficient use. Theft, carelessness and waste have a direct impact on
the Company’s profitability. All Company assets should be used for
legitimate business purposes.
a.
Computers, the Internet and
Email
Everyone
who works with the Company’s computer-based resources is responsible for their
appropriate use and protection from theft, damage or loss. Employees
should take care to understand the risks and protect and ensure that the
security features of the computer-based resources are not
compromised. Information created, transmitted or accessed on Company
networks is Company property and the Company reserves the right to monitor or
restrict access to it.
Computer
software used in connection with the Company’s business must be properly
licensed and used only in accordance with that license. Using
unlicensed software could constitute copyright infringement. If an
employee has any questions as to whether his or her use of computer software is
licensed, he or she should consult with the Company’s Secretary.
The same
level of care should be taken when using the Company’s e-mail, internet and
voice mail systems as is used in written documents. For example,
confidential information about the Company should not be disclosed on electronic
bulletin boards, in chat rooms or posted on an internet website.
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8.
|
Corporate
Opportunities
|
Employees
are prohibited from (a) taking for yourself personally opportunities that you
discover through the use of Company property, information or position, (b) using
Company property, information or position for personal gain, and (c) competing
with the Company. An employee, officer or director owes a duty to the
Company to advance its legitimate interests when the opportunity to do so
arises.
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9.
|
Fair
Dealing
|
Employees,
officers and directors should endeavor to deal fairly with the Company’s
customers, partners, suppliers, competitors and employees. You should
not take unfair advantage of anyone through manipulation, concealment, abuse of
privileged information, misrepresentation of material facts, or any other
unfair-dealing practices.
|
10.
|
Conflicts of
Interest
|
The
Company employees, officers and directors should avoid all potential conflicts
of interest or situations that give the appearance of such conflict of
interest. A conflict of interest occurs when the private interest of
a Company employee (or an immediate family or household member or someone with
whom you have an intimate relationship) interferes, in any way -- or even
appears to interfere -- with the duties performed by the Company employee or
with the interests of the Company as a whole. A conflict situation
can arise when an employee, officer or director takes actions or has interests
that may make it difficult to perform his or her work objectively and
effectively. A conflict of interest may also arise when an employee,
officer or director, or a member of his or her family, receives improper
personal benefits as a result of his or her position in the
Company. Loans to, or guarantees of obligations of, such persons are
of special concern.
There may
be a conflict of interest between our management and our non-management
stockholders. A
conflict of interest creates the risk that management may have an incentive to
act adversely to the interests of other investors. A conflict of
interest may arise between our management's personal pecuniary interest and its
fiduciary duty to our stockholders. Further, our management's own pecuniary
interest may at some point compromise its fiduciary duty to our stockholders. In
addition, the Company’s officers and directors are currently involved with other
publicly held, non-trading companies and conflicts in the pursuit of business
combinations with such other companies with which they and other members of our
management are, and may be the future be, affiliated with may
arise. Our officers and directors therefore should use the utmost
care to ensure they use their best efforts to comply with the obligations set
forth above.
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11.
|
Gifts, Meals and
Entertainment
|
a.
Entertainment and
Gifts
The
Company recognizes that in some instances, gifts and entertainment can provide
an entirely appropriate means of furthering a business
relationship. However, no employee should accept or provide gifts of
more than $100 in connection with their business dealings. The offer
or receipt of any such gift over $100 should be reported immediately to the
Secretary. Normal business courtesies involving no more than ordinary
amenities (such as lunch, dinner, a spectator event, or a golf game) are
permitted, as are token non-cash gifts of nominal value. The guiding
principle and spirit of this code is that no gift, favor or entertainment,
whether a single event or a pattern of behavior, should be accepted or provided
if it will obligate, or appear to obligate, the recipient. If you are
uncertain about the propriety of a gift, you should contact the Secretary for
guidance.
b.
Relationships with
Government Personnel
Separate
and more stringent gift, meals, and entertainment rules apply to dealings with
government officials. Federal and state anti-kickback laws prohibit
the Company and its representatives from knowingly and willfully offering,
paying, requesting, or receiving any money or other benefit, directly or
indirectly, in return for obtaining or rewarding favorable treatment in
connection with the award of a government contract. Any employee who
becomes aware of any such conduct should immediately report it to the
Secretary.
The
anti-kickback laws must be considered whenever something of value is given or
received by the Company or its representatives or affiliates that is in any way
connected to work performed for the government. There are many
transactions that may violate the anti-kickback rules. As a result,
no one acting on behalf of the Company may offer or accept gifts, loans,
rebates, services, or payment of any kind to or from government suppliers and
vendors without first consulting the Secretary.
c.
Business Dealings in Foreign
Countries
Federal
law prohibits U.S. companies, and those acting on their behalf, from bribing
foreign officials to obtain or retain business. Foreign officials
include officers and employees of a foreign government or of a foreign
governmental department or agency. Indirect payments including those
to agents or third parties with the knowledge that at least a portion of the
payment will be given to a foreign official for an illegal purpose are
prohibited. The Company will not tolerate any conduct that violates this
law.
|
12.
|
Interacting with the
Government
|
We are
committed to being a “good corporate citizen” and the Company values its good
relations with local, state, federal and foreign governments.
The
Company’s policy is to deal honestly and fairly with government representatives
and agents and to comply with valid and reasonable governmental requests and
processes. Be truthful and straightforward in your dealings with
governmental representatives and do not direct or encourage another Company
employee (or someone else) to provide false or misleading information to any
government agent or representative. Do not direct or encourage anyone
to destroy records relevant to a fact-finding process.
In recent
years certain foreign governments have sought to restrict opportunities for
local companies to become public trading companies in the United States,
including through the reverse merger process, which may be a manner in which we
complete a business combination with such a foreign enterprise.
The
foregoing obligations are important in the face of these additional restrictions
and our employees, officers and directors are strongly encouraged to work with
capable representatives to assist in assuring that all transactions with foreign
companies fully comply with local law.
|
13.
|
Privacy and Employee
Relations
|
Even
though an employee’s non-work-related activities outside of the Company are
considered personal business, employees should always remember that they are a
representative of the Company. All employees, officers and directors
should review the Company’s policies regarding diversity, discrimination,
workplace harassment (including sexual harassment), health and safety and
related matters.
|
14.
|
Market
Competition
|
The
Company is committed to complying with all state and federal antitrust
laws. The purpose of the antitrust laws is to preserve the
competitive free enterprise system. The antitrust laws in the United
States are founded on the belief that the public interest is best served by
vigorous competition, free from collusive agreements among competitors on price
or service terms. The antitrust laws help preserve the country’s
economic, political, and social institutions; the Company is firmly committed to
the philosophy underlying those laws.
While the
antitrust laws clearly prohibit most agreements to fix prices, divide markets,
and boycott, they also proscribe conduct that is found to restrain competition
unreasonably. This can include, depending on the facts and
circumstances involved, certain attempts to tie or bundle services together,
certain exclusionary activities, and certain agreements that have the effect of
harming a competitor or unlawfully raising prices. Any questions that
arise in this area should be addressed to the Secretary.
|
15.
|
Purchasing
|
Purchasing
decisions must be made in accordance with applicable Company
policy. In addition, the prohibitions discussed in Section 11 of this
Code, entitled “Gifts, Meals and Entertainment” apply to purchasing decisions
made on behalf of the Company. Purchasing decisions must in all
instances be made free from any conflicts of interest that could affect the
outcome. The Company is committed to a fair and objective procurement
system which results in the acquisition of quality goods and services for the
Company at a fair price.
|
16.
|
Political
Contributions
|
The
Company believes that our democratic form of government benefits from citizens
who are politically active. For this reason, the Company encourages
each of its employees to participate in civic and political activities in his or
her own way.
The
Company’s direct political activities are, however, limited by
law. Corporations may not make any contributions -- whether direct or
indirect -- to candidates for federal office. Thus, the Company may
not contribute any money or products, or lend the use of vehicles, equipment, or
facilities, to candidates for federal office. Nor may the Company
make contributions to political action committees that make contributions to
candidates for federal office. Neither the Company, nor supervisory
personnel within the Company, may require any employees to make any such
contribution. Finally, the Company cannot reimburse its employees for
any money they contribute to political candidates or campaigns.
Many
state laws also limit the extent to which corporations and individuals may
contribute to political candidates. Any question about the propriety
of political activity or contribution should be directed to the
Secretary.
|
17.
|
Exports and
Imports
|
There are
many U.S. laws governing international trade and commerce which serve to limit
the export of certain products to certain countries. The Company is
committed to complying with those laws. Under no circumstances will
the Company make sales contrary to U.S. export laws. Because these
regulations are complicated and change periodically, employees and agents
seeking to make a sale to a customer in a foreign country must first confirm the
legal trade status of that country. If an employee or agent is
uncertain about whether a foreign sale complies with U.S. export laws, he or she
must contact the Secretary for guidance. The Company employees and
agents should be aware that there are also many U.S. laws that govern the import
of items into the United States. Among other things, these laws
control what can be imported into the United States, how the articles should be
marked, and the amount of duty to be paid. The Company complies with
all U.S. import laws. If an employee or agent is uncertain about
whether a transaction involving the importation of items into the United States
complies with these laws, he or she must contact the Secretary for
guidance.
|
18.
|
Media/Public Relations
and Governmental Inquiries
|
When the
Company provides information to the news media, securities analysts and
stockholders, it has an obligation to do so accurately and
completely. In order to ensure that the Company complies with its
obligations, employees receiving inquiries regarding the Company’s activities,
results, plans or position on public issues should refer the request to the
Company’s Chief Executive Officer, Secretary, or the designated corporate
spokesperson. The Company employees may not speak publicly for the
Company unless specifically authorized by senior management.
Although
unlikely, a government representative may seek to interview an employee
regarding the Company’s business activities or an employee’s work at the
Company. If an employee is contacted by a government agent or
representative and asked to provide information, contact the Secretary at (401)
334-3242.
Occasionally,
someone will arrive unexpectedly or a government representative may seek to
inspect Company property. If this happens, an employee should
immediately notify the Secretary at (401) 334-3242.
|
19.
|
Response to
Investigations or Government
Inquiries
|
Numerous
state and federal agencies have broad legal authority to investigate the Company
and review its records. The Company will comply with subpoenas and
respond to governmental investigations as required by law. The
Secretary is responsible for coordinating the Company’s response to
investigations and the release of any information.
If an
employee or officer receives an investigative demand, subpoena, or search
warrant involving the Company, it should be brought immediately to the
Secretary. No documents should be released or copied without
authorization from the Secretary. If an investigator, agent or
government auditor comes to the Company’s corporate headquarters, the Secretary
should be contacted immediately. Ask the investigator to wait until
the contacted individual arrives before reviewing any documents or conducting
any interviews. The Secretary is responsible for assisting with any
interviews. If the Company’s employees are approached by government
investigators and agents while they are away from the Company’s premises and
asked to discuss Company affairs, the employee has the right to insist on being
interviewed during business hours with a supervisor or counsel
present. Alternatively, any employee may choose to be interviewed or
not to be interviewed at all. The Company recognizes the choice of
how to proceed in these circumstances is left entirely to the
employee. If an employee chooses to speak with government personnel,
it is essential that the employee be truthful. Questions may be
directed to the Secretary.
The
Company employees are not permitted to alter, remove, or destroy documents or
records of the Company except in accordance with regular document retention and
destruction practices.
20.
Document Retention
Policy
The
Company has a document retention policy in place to provide reasonable and
consistent standards and procedures for the retention and disposal of accounting
and financial documents and that provide a routine business practice of
maintaining records for a predetermined period of time.
|
21.
|
Amendments and
Waivers
|
This Code
applies to all the Company employees, officers and directors and will be
distributed to each new employee, officer and director upon commencement of his
or her employment or other relationship with the Company. The Company
reserves the right to amend, alter or terminate this Code at any time for any
reason. There shall be no substantive amendment or waiver of any part
of the Code affecting the directors, senior financial officers, or executive
officers, except by a vote of the Board of Directors, which will ascertain
whether an amendment or waiver is appropriate and ensure that the amendment or
waiver is accompanied by appropriate controls designed to protect the
Company.
In the
event that any substantive amendment is made or any waiver is granted, the
waiver will disclosed as required by law.
This
document is not an employment contract between the Company and any of its
employees, officers or directors.
EMPLOYEE CERTIFICATION AND
AGREEMENT OF COMPLIANCE
I certify
that I have read the Company’s “Corporate Code of Ethics and Conduct” (the
“Code”) and fully understand the obligations set forth in that
document.
The Code
includes a statement of the Company’s policies, which are designed to ensure
that the Company and its employees conduct the Company’s business in compliance
with all federal and state laws governing its operations and the conduct is
consistent with the highest standards of business and professional
ethics.
I
understand that the Code obligates all employees to carry out their duties for
the Company in accordance with these policies and with applicable
laws. I further understand that any violation of these policies or
applicable laws, or any deviation from appropriate ethical standards, will
subject an employee to disciplinary action. Indeed, I understand that
even a failure to report such a violation or deviation may, by itself, subject
an employee to disciplinary action.
I am also
aware that in the event that I have any question about whether an action
complies with the Company’s policies or applicable law, I should present that
question to my supervisor or, if appropriate, directly to the Company’s
Secretary.
With
these understandings of my obligations, I agree to act in accordance with the
Company policies set forth in the Code. Having read the Code, I am
not currently aware of any matter that should be brought to the attention of the
Secretary as a violation or suspected violation of this Code.
Signed: ____________________________
Print
Name: _________________________
Date:______________________________
Exhibit
31.1
Certification of Principal
Executive Officer and Principal Financial Officer
Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002
and
Securities and Exchange Commission Release 34-46427
I, Robert
Johnson, certify that:
1. I have
reviewed this annual report on Form 10-KSB of Innovative Acquisitions
Corp.;
2. Based
on my knowledge, this annual report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this annual
report;
3. Based
on my knowledge, the financial statements, and other financial information
included in this annual report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this annual report;
4. I am
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
and I have:
a)
designed such disclosure controls and procedures or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;
b) designed such internal
control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted
accounting principles;
c)
evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation;
d)
disclosed in this report any change in registrant’s internal control over
financial reporting the occurred during the registrant’s most recent fiscal
quarter that has materially affected, or is reasonably likely to materially
affect, the registrant’s internal control over financial reporting;
and
5. I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) all
deficiencies and material weaknesses in the design or operation of internal
control over financial reporting which are reasonably likely to adversely affect
the registrant's ability to record, process, summarize and report financial
information; and
b) any
fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant's internal control over financial
reporting.
|
Date:
March 28, 2008
|
/s/
Robert Johnson
|
|||
|
|
Robert
Johnson
Principal
Executive Officer
Principal
Financial Officer
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Exhibit
32.1
CERTIFICATION
PURSUANT TO
18
U.S.C. SECTION 1350,
AS
ADOPTED PURSUANT TO
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In
connection with the Annual Report of Innovative Acquisitions Corp. (the
"Company") on Form 10-KSB for the fiscal year ended December 31, 2007 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, Robert Johnson, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant
to ss. 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1)
The Report fully complies with the requirements of section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the
Company.
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/s/
Robert Johnson
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Robert
Johnson
Principal
Executive Officer
Principal
Financial Officer
March
28, 2008
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