U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-QSB
x QUARTERLY
REPORT
UNDER SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For
the
quarterly period ended September 30, 2007
o TRANSITION
REPORT
UNDER 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 small business issuer as specified in its charter)
Delaware
(State
or
other jurisdiction of incorporation or organization)
77-0683487
(I.R.S.
Employer Identification Number)
c/o
Faraaz Siddiqi, 12 Georgiana Drive, Cumberland, RI 02864
(Address
of Principal Offices)
(401)
334-3242
(Issuer’s
Telephone Number)
No
change
(Former
name, former address and former fiscal year, if changed since last
report)
Check
whether the issuer (1) filed all reports required to be filed by Section 13
or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes o No 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 o.
APPLICABLE
ONLY TO CORPORATE ISSUERS
State
the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date: 3,000,000 shares of common stock, par value
$.0001 per share, outstanding as of December 3, 2007.
Transitional
Small Business Disclosure Format (Check one): Yes
o No
x
INNOVATIVE
ACQUISITIONS CORP.
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INDEX -
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Page
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PART
I- FINANCIAL INFORMATION:
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Item
1.
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Financial
Statements
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Balance
Sheet as of September 30, 2007 (Unaudited)
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F-1
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Statements
of Expenses for the Three Months Ended September 30, 2007
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F-2
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(Unaudited)
and for the Cumulative Period from April 27, 2007
(Inception)
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through
September 30, 2007 (Unaudited)
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Statement
of Stockholders’ Equity for the Cumulative Period from
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F-3
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April
27, 2007 (Inception) through September 30, 2007
(Unaudited)
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Statement
of Cash Flows for the Cumulative Period from
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F-4
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April
27, 2007 (Inception) through September 30, 2007
(Unaudited)
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Notes
to Financial Statements (Unaudited)
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F-5
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Item
2.
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Management's
Discussion and Analysis or Plan of Operation
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1
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Item
3.
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Controls
and Procedures
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3
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PART
II – OTHER INFORMATION:
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Item
1.
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Legal
Proceedings
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3
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Item
2.
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Unregistered
Sales of Equity Securities and Use of Proceeds
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3
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Item
3.
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Defaults
Upon Senior Securities
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3
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Item
4.
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Submission
of Matters to a Vote of Security Holders
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3
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Item
5.
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Other
Information
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3
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Item
6.
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Exhibits
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4
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5
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PART
I – FINANCIAL INFORMATION
Item
1. Financial Statements.
INNOVATIVE
ACQUISITIONS CORP.
(A
Development Stage Company)
BALANCE
SHEET
(UNAUDITED)
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SEPTEMBER 30, 2007
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Assets
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Current
Assets
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Cash
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$
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8,615
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Total
Current Assets
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$
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8,615
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Liabilities
and Stockholders’ Equity
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||||
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Current
Liabilities
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$
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-
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Total
Liabilities
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-
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Stockholders'
Equity:
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Preferred
Stock, $0.0001 par, 10,000,000 shares authorized, no shares issued
or
outstanding
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-
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Common
Stock, $0.0001 par, 100,000,000 authorized; 3,000,000 issued and
outstanding
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300
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Additional
paid in capital
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11,700
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Deficit
accumulated during development stage
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(3,385
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)
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Total
stockholders' equity
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8,615
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TOTAL
LIABILITIES & STOCKHOLDERS' EQUITY
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$
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8,615
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See
Notes
to Financial Statements.
F-1
INNOVATIVE
ACQUISITIONS CORP.
(A
Development Stage Company)
STATEMENTS
OF EXPENSES
(UNAUDITED)
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Three Months
Ended |
April 27, 2007
(Inception)
through |
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September 30,
2007 |
September 30,
2007 |
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General
and administrative expenses
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$
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(2,712
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)
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$
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(3,385
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)
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Net
loss
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$
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(2,712
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)
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$
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(3,385
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)
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Weighted
average number of common shares outstanding
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3,000,000
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3,000,000
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Net
loss per share – basic and fully diluted
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(0.00
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)
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(0.00
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)
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See
Notes
to Financial Statements.
F-2
INNOVATIVE
ACQUISITIONS CORP.
(A
Development Stage Company)
STATEMENT
OF STOCKHOLDERS’ EQUITY
FROM
APRIL 27, 2007 (INCEPTION) THROUGH SEPTEMBER 30, 2007
(UNAUDITED)
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Common
Shares
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Amount
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Additional
Paid-in
Capital
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Deficit
Accumulated During Development Stage
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Total Equity
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Common
shares issued for cash at inception at $0.004 per share
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3,000,000
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$
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300
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$
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11,700
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$
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-
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$
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12,000
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Net
loss
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-
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-
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-
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(3,385
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)
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(3,385
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)
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Balance,
September 30, 2007
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3,000,000
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$
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300
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$
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11,700
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$
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(3,385
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)
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$
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8,615
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See
Notes
to Financial Statements.
F-3
INNOVATIVE
ACQUISITIONS CORP.
(A
Development Stage Company)
STATEMENT
OF CASH FLOW
(UNAUDITED)
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April 27, 2007 (Inception) through
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September
30, 2007
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Cash
flows from Operating Activities
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Net
loss
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$
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(3,385
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)
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Net
cash used in operating activities
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(3,385
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)
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Cash
Flow From Financing Activities
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Proceeds
from sale of common shares
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12,000
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Net
cash provided by financing activities
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12,000
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Net
increase in cash
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8,615
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Cash
at beginning of period
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-
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Cash
at end of period
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$
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8,615
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Supplemental
disclosures of cash flow information:
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Cash
paid during the year for:
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Interest
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$
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-
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Income
taxes
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-
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See
Notes
to Financial Statements.
F-4
INNOVATIVE
ACQUISITIONS CORP.
(A
Development Stage Company)
NOTES
TO
FINANCIAL STATEMENTS
(Unaudited)
NOTE
1 – BASIS OF PRESENTATION
Basis
of Presentation
The
accompanying unaudited interim financial statements of Innovative Acquisitions
Corp. (“Innovative”) have been prepared in accordance with the accounting
principles generally accepted in the United States of America and the rules
of
the Securities and Exchange Commission (“SEC”) and should be read in conjunction
with the audited financial statements and notes thereto contained in
Innovative’s Form 10-SB filed with the SEC on September 14, 2007. In the opinion
of management, all adjustments, consisting of normal recurring adjustments,
necessary for a fair presentation of financial position and the results of
operations for the interim periods presented have been reflected herein. The
results of operations for interim periods are not necessarily indicative of
the
results to be expected for the full year. Notes to the financial statements
which would substantially duplicate the disclosure contained in the audited
financial statements for the period ended June 30, 2007 as reported in Form
10-SB have been omitted. Innovative’s fiscal year ends on December
31.
Note
2 – Going Concern
These
financial statements have been prepared on a going concern basis. Innovative
has
not generated any revenue since inception and is unlikely to generate revenue
in
the immediate or foreseeable future. The continuation of Innovative as a going
concern is dependent upon financial support from its shareholders, the ability
to obtain necessary equity financing and the attainment of profitable
operations. These factors raise substantial doubt regarding Innovative’s ability
to continue as a going concern. These financial statements do not include any
adjustments to the recoverability and classification of recorded asset amounts
and classification of liabilities that might be necessary should Innovative
be
unable to continue as a going concern.
Note
3 – Common Stock
From
inception (April 27, 2007) through September 30, 2007, Innovative issued
3,000,000 shares of its common stock to its directors at $0.004 per share for
$12,000 cash.
F-5
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of
Operations.
Innovative
Acquisitions Corp. (“we”, “our”, “us” or 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. Our principal business objective for the next 12 months and beyond
such time will be to achieve long-term growth potential through a combination
with a business rather than immediate, short-term earnings. The Company will
not
restrict our potential candidate target companies to any specific business,
industry or geographical location and, thus, may acquire any type of
business.
Results
of Operations
For
the
three months ending September 30, 2007, the Company had no activities that
produced revenues from operations.
For
the
three months ending September 30, 2007, the Company had a net loss of $2,712,
mostly due to legal, accounting, audit and other professional service fees
incurred primarily in relation to the filing of the Company’s Registration
Statement on Form 10-SB in September of 2007.
Liquidity
and Capital Resources
As
of
September 30, 2007, the Company had assets equal to $8,615, comprised
exclusively of cash. The Company had no current liabilities as of September
30,
2007.
The
following is a summary of the Company's cash flows from operating, investing,
and financing activities:
For
the
Cumulative Period from April 27, 2007 (Inception) to September 30,
2007
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Operating
Activities
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$(3,385)
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Investing
Activities
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$
-
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Financing
Activities
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$12,000
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Net
Effect on Cash
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$8,615
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The
Company has nominal assets and has generated no revenues since inception. The
Company is also dependent upon the receipt of capital investment or other
financing to fund its ongoing operations and to execute its business plan of
seeking a combination with a private operating company. If continued funding
and
capital resources are unavailable at reasonable terms, the Company may not
be
able to implement its plan of operations.
Plan
of Operations
The
Company currently does not engage in any business activities that provide cash
flow. The costs of investigating and analyzing business combinations for the
next 12 months and beyond such time will be paid with money in our treasury.
During
the next twelve months we anticipate incurring costs related to:
(i) filing
of
reports under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and
(ii) consummating
an acquisition.
1
We
believe we will be able to meet these costs through use of funds in our
treasury, through deferral of fees by certain service providers and additional
amounts, as necessary, to be loaned to or invested in us by our stockholders,
management or other investors.
The
Company may consider a business which has recently commenced operations, is
a
developing company in need of additional funds for expansion into new products
or markets, is seeking to develop a new product or service, or is an established
business which may be experiencing financial or operating difficulties and
is in
need of additional capital. In the alternative, a business combination may
involve the acquisition of, or merger with, a company which does not need
substantial additional capital, but which desires to establish a public trading
market for its shares, while avoiding, among other things, the time delays,
significant expense, and loss of voting control which may occur in a public
offering.
Since
our
Registration Statement on Form 10-SB became effective, our officers and
directors have had minimal contact and discussions with representatives of
other
entities regarding a business combination with us. Any target business that
is
selected may be a financially unstable company or an entity in its early stages
of development or growth, including entities without established records of
sales or earnings. In that event, we will be subject to numerous risks inherent
in the business and operations of financially unstable and early stage or
potential emerging growth companies. In addition, we may effect a business
combination with an entity in an industry characterized by a high level of
risk,
and, although our management will endeavor to evaluate the risks inherent in
a
particular target business, there can be no assurance that we will properly
ascertain or assess all significant risks.
The
Company anticipates that the selection of a business combination will be complex
and extremely risky. Because of general economic conditions, rapid technological
advances being made in some industries and shortages of available capital,
our
management believes that there are numerous firms seeking even the limited
additional capital which we will have and/or the perceived benefits of becoming
a publicly traded corporation. Such perceived benefits of becoming a publicly
traded corporation include, among other things, facilitating or improving the
terms on which additional equity financing may be obtained, providing liquidity
for the principals of and investors in a business, creating a means for
providing incentive stock options or similar benefits to key employees, and
offering greater flexibility in structuring acquisitions, joint ventures and
the
like through the issuance of stock. Potentially available business combinations
may occur in many different industries and at various stages of development,
all
of which will make the task of comparative investigation and analysis of such
business opportunities extremely difficult and complex.
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.
2
Item
3. 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 Securities and Exchange Commission's (the “SEC”) rules,
regulations and related forms, and that such information is accumulated and
communicated to our principal executive officer and principal financial officer,
as appropriate, to allow timely decisions regarding required disclosure.
As
of
September 30, 2007, we carried out an evaluation, under the supervision and
with
the participation of our management, including our principal executive officer
and principal financial officer, of the effectiveness of the design and
operation of our disclosure controls and procedures. Based on this evaluation,
our principal executive officer and principal financial officer concluded that
our disclosure controls and procedures were effective as of the end of the
period covered by this report.
Changes
in internal controls.
There
have been no changes in our internal controls over financial reporting or in
other factors during our most recent fiscal quarter that could significantly
affect these
controls
and
procedures during the quarterly period ended September 30, 2007.
PART
II — OTHER INFORMATION
Item
1. Legal Proceedings.
To
the best knowledge of the sole officer and director, the Company is not a party
to any legal proceeding or litigation.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item
3. Defaults Upon Senior Securities.
None.
Item
4. Submission of Matters to a Vote of Security Holders.
None.
Item
5. Other Information.
None.
3
Item
6. Exhibits.
(a)
Exhibits required by Item 601 of Regulation S-B.
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Exhibit
No.
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Description
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*3.1
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Certificate
of Incorporation, as filed with the Delaware Secretary of State on
April
27, 2007.
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*3.2
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By-Laws.
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31.1
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Certification
of the Company’s Principal Executive Officer and Principal Financial
Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002,
with
respect to the registrant’s Quarterly Report on Form 10-QSB for the
quarter ended September 30, 2007.
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32.1
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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.
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*
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Filed
as an exhibit to the Company's Registration Statement on Form 10-SB,
as
filed with the Securities and Exchange Commission on September 14,
2007,
and incorporated herein by this
reference.
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4
SIGNATURES
In
accordance with the requirements of the Exchange Act, the registrant caused
this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
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Dated:
December 3, 2007
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INNOVATIVE
ACQUISITIONS CORP.
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By:
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/s/
Robert Johnson
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Name:
Robert Johnson
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Title:
President
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5
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 quarterly report on Form 10-QSB of Innovative Acquisitions
Corp.;
2.
Based
on my knowledge, this quarterly 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 quarterly
report;
3.
Based
on my knowledge, the financial statements, and other financial information
included in this quarterly 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 quarterly 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 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 quarterly report is being prepared;
b)
evaluated
the
effectiveness of the small business issuer'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;
c)
disclosed in this report any change in registrant’s internal control over
financial reporting that 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 my 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.
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/s/
Robert Johnson
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Robert
Johnson
|
||
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Principal
Executive Officer
|
||
|
Principal
Financial Officer
|
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Exhibit
32.1
Certification
of 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
In
connection with the Quarterly Report of Innovative Acquisitions Corp. (the
"Company") on Form 10-QSB for the period ended September 30, 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
|
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Principal
Executive Officer
|
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|
Principal
Financial Officer
|
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December
3, 2007
|