Delaware	20-3858769
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

 

 

 

 

ASSETS
Current Assets:
Cash		$	63,140
Accounts receivable			27,740
Prepaid expenses			2,575
Total current assets			93,455
Website development costs, net of accumulated amortization of $96,715			81,118
Fixed assets, net of accumulated depreciation of $2,672			29,397
Goodwill			580,547
Total assets		$	784,517
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable		$	364,543
Payable to former member			65,211
Deferred revenues- short-term			277,265
Total current liabilities			707,019
Deferred revenue- long-term			176,579
Total liabilities			883,598
Stockholders' Deficit:
Preferred stock A, $.15 par value; 2,000,000 shares authorized, 54,000 issued
and outstanding			728,567
Common stock; $.001 par value; 100,000,000 shares authorized;
21,021,700 shares issued and outstanding			21,022
Additional paid-in capital			2,065,831
Accumulated deficit			(2,914,501	)
Total stockholders’ deficit			(99,081	)
Total liabilities and stockholders’ deficit		$	784,517

 

 

 

 

Fair value of the unescrowed shares:		$	105,000
Assets acquired:			(44,104	)
Liabilities assumed:			519,652
Goodwill:		$	580,548

 

 

 

 

 

 

 

 

	·	Recognized financial assets and financial liabilities except:
	·	An investment in a subsidiary that the entity is required to consolidate

	·	An interest in a variable interest entity that the entity is required to consolidate
	·	Employers’ and plans’ obligations (or assets representing net overfunded positions) for pension benefits, other postretirement benefits (including health care and life insurance benefits), postemployment benefits, employee stock option and stock purchase plans, and other forms of deferred compensation arrangements, as defined in FASB Statements No. 35, “Accounting and Reporting by Defined Benefit Pension Plans”, No. 87, “Employers’ Accounting for Pensions”, No. 106, “Employers’ Accounting for Postretirement Benefits Other Than Pensions”, No. 112, “Employers’ Accounting for Postemployment Benefits”, No. 123 (revised December 2004), “Share-Based Payment”, No. 43, “Accounting for Compensated Absences”, No. 146, “Accounting for Costs Associated with Exit or Disposal Activities”, and No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans”, and APB Opinion No. 12, “Omnibus Opinion—1967”
	·	Financial assets and financial liabilities recognized under leases as defined in FASB Statement No. 13, “Accounting for Leases” (This exception does not apply to a guarantee of a third-party lease obligation or a contingent obligation arising from a cancelled lease.)

	·	Deposit liabilities, withdrawable on demand, of banks, savings and loan associations, credit unions, and other similar depository institutions
	·	Financial instruments that are, in whole or in part, classified by the issuer as a component of shareholder’s equity (including “temporary equity”). An example is a convertible debt security with a noncontingent beneficial conversion feature.

	·	Firm commitments that would otherwise not be recognized at inception and that involve only financial instruments
	·	Nonfinancial insurance contracts and warranties that the insurer can settle by paying a third party to provide those goods or services

·

Host financial instruments resulting from separation of an embedded nonfinancial derivative instrument from a nonfinancial hybrid instrument.

 

	·	May be applied instrument by instrument, with a few exceptions, such as investments otherwise accounted for by the equity method
	·	Is irrevocable (unless a new election date occurs)

·

Is applied only to entire instruments and not to portions of instruments.

 

		For the three-month period ended
		March 31,
		2007			2006
Numerator:
Net loss attributable to common stock		$	(503,523	)	$	(1,677,367	)
Denominator:
Denominator for basic earnings per share-
Weighted average shares outstanding			20,935,381			17,733,333
Denominator for diluted earnings per share-
Weighted average shares outstanding			20,935,381			17,733,333
Basic earnings per share		$	(0.02	)	$	(0.09	)
Diluted earnings per share		$	(0.02	)	$	(0.09	)

 

Website development costs		$	177,833
Total			177,833
Less: accumulated amortization			(96,715	)
Website development costs, net		$	81,118

 

 

 

 

 

 

		Three-month period ended
		March 31, 2006
		Accelerize			DRG			Total
Revenues		$	21,374		$	150,138		$	171,512
Operating expenses:
Selling, general & administrative			1,698,738			210,893			1,909,631
Total operating expenses			1,698,738			210,893			1,909,631
Operating loss			(1,677,364	)		(60,755	)		(1,738,119	)
Other expense:
Interest expense to related party			-			(620	)		(620	)
Interest expense			-			(138	)		(138	)
			-			(758	)		(758	)
Net loss		$	(1,677,364	)	$	(61,513	)	$	(1,738,877	)
Basic and diluted loss per common share		$	(0.09	)	$	(0.04	)	$	(0.09	)
Basic and diluted weighted average common shares outstanding			17,733,333			1,750,000			19,483,333

 

 

 

 

 

 

 

 

 

 

 

 

 

ACCELERIZE NEW MEDIA, INC.

RESULTS OF OPERATIONS

 

								Increase/			Increase/
		Three-month period ended						(Decrease)			(Decrease)
		March 31,						in $ 2007			in % 2007
		2007			2006			vs. 2006			vs. 2006
Revenues		$	209,584		$	21,374		$	188,210			NM
Operating expenses:
Selling, general & administrative			692,827			1,698,738			(1,005,911	)		-59.2%
Total operating expenses			692,827			1,698,738			(1,005,911	)		-59.2%
Operating loss			(483,243	)		(1,677,364	)		1,194,121			-71.2%
Other expense:
Interest expense			(529	)		-			(529	)		NM
			(529	)		-			(529	)		NM
Net loss		$	(483,772	)	$	(1,677,364	)	$	1,193,592			-71.2%
Less dividend issued for series A preferred stock			19,751			-			19,751			NM
Net loss gain attributable to common stock		$	(503,523	)	$	(1,677,364	)	$	1,173,841			-70.0%
NM: Not Meaningful

 

 

	·	an increase in selling, general and administrative expenses associated with assuming the operations of DRG,
	·	an increase in legal and professional fees associated with the preparation and filing of the registration statement, which have become effective in May 2007, and
	·	an increase in cash compensation to existing employees.

·

Fair value of options granted to employees of approximately $18,000;

	·	Amortization and depreciation of approximately $41,000;
Additionally, the following variations in operating assets and liabilities impacted our cash used in operating activity:

	·	Increase in accounts payable and accrued expenses from the date of acquisition of DRG, of approximately $78,000; and
	·	Increase in deferred revenue from the deficit acquisition of DRG, of approximately $36,000;

	·	Fair value of shares issued to employees hired for services of approximately $1,550,000;
Additionally, the following variations in operating assets and liabilities impacted our cash used in operating activity:
	·	Increase in accounts payable of approximately $10,000

 

 

 

 

10.1	Employment Agreement effective as of January 1, 2007 between the Registrant and Brian Ross.*

10.2	Employment Agreement effective as of January 1, 2007 between the Registrant and Chris  Meredith.*

10.3	Employment Agreement effective as of January 1, 2007 between the Registrant and Damon  Stein.**

10.4	Consulting Agreement effective as of January 1, 2007 between the Registrant and Facility  Consulting, LLC.**

31.1	Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a).

31.2	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a).

32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. 1350.

32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. 1350.

*	Included in, and incorporated herein by reference to, our Registration Statement on Form SB-2  filed with the Commission on December 22, 2006.

**	Included in, and incorporated herein by reference to, Amendment No. 1 to our Registration  Statement on Form SB-2 filed with the Commission on January 31, 2007.

 

 

 

 

		ACCELERIZE NEW MEDIA, INC..
Dated: June 8, 2007	By:	/s/ Brian Ross
		Brian Ross Chief Executive Officer