ami_10q-063011.htm

Exhibit No.

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (J.W. Roth, Chief Executive Officer).

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (David Lavigne, Chief Financial Officer).

Certification Pursuant to 18 U.S.C. §1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (J.W. Roth, Chief Executive Officer).

Certification Pursuant to 18 U.S.C. §1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (David Lavigne, Chief Financial Officer).

Interactive Date Files Pursuant to Rule 405 of Regulation S-T.

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2011

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT

Commission file number: 000-525-33

ACCREDITED MEMBERS HOLDING CORPORATION

(Exact name of the registrant as specified in its charter)

Colorado	20-8097439
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

2 N. Cascade Avenue, Suite 1400

Colorado Springs, CO 80903

(Address of principal executive offices)

719-265-5821

Telephone number, including

Area code

(Former name or former address 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 Securities Exchange Act of 1934 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 x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company:

Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting Company x

There were 32,839,859 shares of the issuer's common stock, par value $0.001, outstanding as of August 1, 2011.

ACCREDITED MEMBERS HOLDING CORPORATION

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED JUNE 30, 2011

CONTENTS

PART I – Financial Information	Page

Item 1. Financial Statements	2

Condensed consolidated financial statements (unaudited):

Balance sheets	2

Statements of operations and comprehensive loss	3

Statement of equity and comprehensive loss	4

Statements of cash flows	5

Notes to unaudited consolidated financial statements	6 – 19

Item 2. Management’s Discussion and Analysis	20

Item 3. Quantitative and Qualitative Disclosures About Market Risk	26

Item 4. Controls and Procedures	26

PART II – Other Information

Item 1. Legal Proceedings	27

Item 1A. Risk Factors	27

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	27

Item 3. Defaults Upon Senior Securities	27

Item 4. Reserved	27

Item 5. Other Information	27

Item 6. Exhibits	28

ACCREDITED MEMBERS HOLDING CORPORATION

CONSOLIDATED BALANCE SHEETS



	June 30,			December 31,
	2011			2010
	(unaudited)
Assets
Current assets:
Cash	$	392,396		$	511,626
Accounts receivable, net		231,620			362,245
Inventory		100,275			83,229
Prepaid expenses and other		201,391			172,120
Investment in marketable securities		169,938			525,367
Total current assets		1,095,620			1,654,587

Property and equipment, net		336,758			379,466
Intangible assets		1,488,398			1,488,398
Cost investments		537,172			368,000
Investment in marketable securities		624,438			-
Investment in debt securities		30,000			40,330
Investment in derivative warrants		84,885			24,827
Deposits and other assets		6,294			6,294
		3,107,945			2,307,315
Total assets	$	4,203,565		$	3,961,902

Liabilities
Current liabilities:
Accounts payable	$	385,603		$	154,798
Accrued expenses		265,581			436,011
Deferred revenue		717,236			655,911
Total current liabilities		1,368,420			1,246,720
Notes payable:
Related parties		149,742			100,000
Other		427,848			100,000
Deferred rent liability		17,415			13,855
Derivative liability		238,788			707,000
		833,793			920,855
Total liabilities		2,202,213			2,167,575

Equity:
Preferred stock; $0.10 par value; authorized shares - 10,000,000 Series A; authorized shares - 425,000 Series A; issued and outstanding shares - 398,477		1,435,000			1,435,000
Common stock; $0.001 par value;
Authorized shares - 100,000,000
Issued and outstanding shares - 34,139,859 and 32,839,859
(2011) and 32,625,859 and 31,325,859 (2010)		32,839			31,325
Additional paid-in capital		5,620,354			4,646,602
Other comprehensive loss		105,743			(136,584	)
Accumulated deficit		(5,169,896	)		(4,182,016	)
Total AMHC shareholders' equity		2,024,040			1,794,327
Noncontrolling interest (Note 10)		(22,688	)		-
Total equity		2,001,352			1,794,327
Total liabilities and equity	$	4,203,565		$	3,961,902

See notes to unaudited condensed consolidated financial statements.

ACCREDITED MEMBERS HOLDING CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

	Three months ended						Six months ended
	June 30,						June 30,
	2011			2010			2011			2010
	(unaudited)			(unaudited)			(unaudited)			(unaudited)
Revenue:
Investment and management services, net	$	402,975		$	772,885		$	981,488		$	1,039,160
Premium meat products, net		17,990			-			34,978			-
Total net revenue		420,965			772,885			1,016,466			1,039,160
Cost of revenue:
Investment and management services		181,822			323,372			389,611			499,094
Premium meat products		88,764			-			136,400			-
Total cost of revenue		270,586			323,372			526,011			499,094
Gross profit		150,379			449,513			490,455			540,066
Operating expenses:
General and administrative		529,910			619,297			1,133,293			1,026,125
Selling and marketing		462,430			124,841			745,572			336,257
Total operating expenses		992,340			744,138			1,878,865			1,362,382
Operating loss		(841,961	)		(294,625	)		(1,388,410	)		(822,316	)
Other income (expense):
Interest expense:
Related parties		(3,627	)		(2,500	)		(6,127	)		(5,000	)
Other		(6,029	)		(2,500	)		(8,529	)		(5,788	)
Gain on derivative liability		348,162			-			509,962			-
Gain (loss) on value of derivative warrants		(1,685	)		(4,810	)		17,393			(2,775	)
Impairment of marketable securities		(142,650	)		-			(142,650	)		-
Gain on sale of marketable securities		7,469			-			22,470			-
Related party management fee		-			112,500			-			112,500
Other income, net		7			4,399			2,464			5,352
		201,647			107,089			394,983			104,289
Net loss	$	(640,314	)	$	(187,536	)	$	(993,427	)	$	(718,027	)

Less: Net loss attributable to noncontrolling interest		(4,957	)		-			(5,547	)		-

Net loss attributable to AMHC		(635,357	)		(187,536	)		(987,880	)		(718,027	)

Net loss		(640,314	)		(187,536	)		(993,427	)		(718,027	)

Other comprehensive loss:
Unrealized gain (loss) from available for sale securities		66,059			49,537			242,327			(4,649	)

Comprehensive loss	$	(574,255	)	$	(137,999	)	$	(751,100	)	$	(722,676	)

Comprehensive loss attributable to noncontrolling interest	$	(4,957	)	$	-		$	(5,547	)	$	-

Comprehensive loss attributable to AMHC	$	(569,298	)	$	-		$	(745,553	)	$	0

Net loss per share - basic and diluted	$	(0.02	)	$	*		$	(0.03	)	$	(0.03	)

Weighted average number of common shares
outstanding - basic and diluted		32,835,090			29,589,859			32,443,318			28,233,359

See notes to unaudited condensed consolidated financial statements.

ACCREDITED MEMBERS HOLDING CORPORATION

CONSOLIDATED STATEMENT OF EQUITY AND COMPREHENSIVE LOSS

SIX MONTHS ENDED JUNE 30, 2011

(Unaudited)

	Accredited Members Holding Corporation
	Common stock				Preferred stock				Additional paid-in		Accumulated			Other comprehensive			Non- controlling
	Shares		Amount		Shares		Amount		capital		deficit			loss			interest			Total
Balance, January 1, 2011		31,325,859	$	31,325		398,477	$	1,435,000	$	4,646,602	$	(4,182,016	)	$	(136,584	)		-		$	1,794,327

Share-based compensation										91,125											91,125

Sale of common stock		1,514,000		1,514						755,486											757,000

Sale of subsidiary common stock										127,141								(17,141	)		110,000

Net loss												(987,880	)					(5,547	)		(993,427	)

Other comprehensive loss:
Unrealized loss on available for sale securities															242,327						242,327

Comprehensive loss																					(751,100	)

Balance, June 30, 2011		32,839,859	$	32,839		398,477	$	1,435,000	$	5,620,354	$	(5,169,896	)	$	105,743		$	(22,688	)	$	2,001,352

See notes to unaudited condensed consolidated financial statements.

ACCREDITED MEMBERS HOLDING CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Six months ended
	June 30,
	2011			2010
	(unaudited)			(unaudited)
Cash flows from operating activities
Net loss	$	(993,427	)	$	(718,027	)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization expense		54,519			36,484
Amortization of debt discount		1,840			-
Stock-based compensation expense		91,125			216,636
Gain on sale of marketable securities, net		(18,407	)		-
Gain on conversion of debt security to marketable security		(5,760	)		-
Impairment on marketable securities		142,650			-
(Gain) loss on value of derivative warrants		(14,922	)		2,775
Gain on value of derivative liabilities		(509,962	)		-
Bad debt expense		5,000			4,000
Accretion of discount on debt securities		(948	)		(3,267	)
Changes in operating assets and liabilities, net of business acquisition:
Accounts receivable		125,625			(6,533	)
Prepaid expenses and other		(29,271	)		57,370
Inventory		(17,046	)		-
Accounts payable		230,805			23,219
Accrued expenses		(170,430	)		124,742
Deferred revenue		(327,175	)		(619,725	)
Deferred rent liability		3,560			-
Net cash used in operating activities		(1,432,224	)		(882,326	)
Cash flows from investing activities
Purchase of debt and equity securities		(30,000	)		(70,100	)
Sale of investment securities		70,306			-
Cash acquired from AAEX acquisition		-			11,494
Purchase of property and equipment		(11,812	)		(21,377	)
Net cash provided by (used in) investing activities		28,494			(79,983	)
Cash flows from financing activities
Proceeds from exercise of warrants		-			2,000
Proceeds from issuance of notes payable		417,500			-
Proceeds from issuance of common stock		757,000			720,000
Sale of subsidiary stock		110,000			-
Net cash provided by financing activities		1,284,500			722,000
Net decrease in cash		(119,230	)		(240,309	)
Cash, beginning		511,626			564,883
Cash, ending	$	392,396		$	324,574
Supplemental disclosure of cash flow information
Cash paid for interest	$	5,545		$	5,000
Supplemental disclosure of non-cash investing and financing activities
Increase in investments and deferred revenue	$	388,500		$	993,500
Conversion of debt securities to marketable securities	$	41,278		$	-
Conversion of notes payable to common stock	$	-		$	37,500
Common stock issued in connection with AAEX merger	$	-		$	12,494
Issuance of shares for subscription receivable	$	-		$	30,000
Reclassification of assets held for sale to property and equipment	$	-		$	14,336

See notes to unaudited condensed consolidated financial statements.

ACCREDITED MEMBERS HOLDING CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED JUNE 30, 2011

NOTE 1 - ORGANIZATION AND MANAGEMENT’S PLANS

Organization:

On February 24, 2010, Across America Real Estate Exchange, Inc. (“Across America”) entered into an Agreement and Plan of Merger and Reorganization (the “Agreement”) with Accredited Members, Inc. (“AMI”). Pursuant to the Agreement, on February 24, 2010, AMI merged with and into AAEX Acquisition Corp., a wholly-owned subsidiary of Across America, and was the surviving entity and became a subsidiary of Across America (the “Merger Transaction”). Effective May 11, 2010, Across America changed its name to Accredited Members Holding Corporation (“AMHC” or the “Company”). As used herein, the term the “Company” is intended to refer to AMHC and its subsidiaries on a post-Merger Transaction basis, and any references to Across America are intended solely to give context to the reader.

At the date of the Merger Transaction, Across America was a public shell with no significant operations. The acquisition of AMI by Across America was recorded as a reverse acquisition based on factors demonstrating that AMI represented the accounting acquirer. The transaction is equivalent to the issuance of stock by AMI for the net monetary assets of Across America. The historical shareholders’ equity of AMI prior to the exchange was retroactively restated (a recapitalization) for the equivalent number of shares received in the exchange after giving effect to any differences in the par value of the Across America and AMI common stock, with an offset to additional paid-in capital. The restated consolidated accumulated deficit of the accounting acquirer (AMI) has been carried forward after the exchange.

The Company is headquartered in Colorado Springs, Colorado. It currently operates through its subsidiary corporations, AMI, World Wide Premium Packers, Inc. (“WWPP”) and, beginning in June 2011, AMHC Managed Services (“AMMS”).

AMI is primarily a publisher of investment-related research and information regarding microcap companies, which it provides through various channels including its website, print media, and investment conferences. As part of its services, AMI provides an online social networking website intended for high net-worth investors (www.accreditedmembers.com), as well as certain services to corporate or issuer clients (referred to herein as “Profiles”) – representing multiple types of investor-related services (including web articles, press releases and research). As a primary component of its services, AMI hosts multiple investment conferences each year that are intended for individuals and companies to identify and build relationships and build awareness of their business plans and operations. AMI also provides institutional and individual investors with proprietary research on “microcap” and “small-cap” companies (companies with a market capitalization less than $300 million), and AMI sells business valuation reports that it prepares for customers. AMI’s services are generally sold in the form of customer memberships, which typically have terms of 90 days up to one year.

AMI’s online community is designed to provide investors with a vital resource to assist in the discovery of new investment ideas, access to independent research and interaction with other successful investors. Upon joining, members must represent to AMI that they meet certain sophistication and net worth criteria.

Beginning in the second quarter 2010, AMI began providing management services to third parties, including chief executive officer and chief financial officer functions on a fixed-contract basis. In June 2011, the Company formed AMMS. All management services projects were transferred to AMMS from AMI in connection with the formation.

ACCREDITED MEMBERS HOLDING CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED JUNE 30, 2011

NOTE 1 - ORGANIZATION AND MANAGEMENT’S PLANS (CONTINUED)

On October 8, 2010, the Company acquired all of the outstanding common stock of WWPP, a related party affiliate. WWPP procures, processes, and markets premium meat products. WWPP has a license agreement with Pat Boone (an American singer, actor and writer) that grants WWPP a perpetual exclusive world-wide license to use Mr. Boone’s name and likeness in connection with the marketing and sale of premium meats, cookbooks and related products.

Beginning in October 2010, the Company, through its subsidiaries described above, has three reporting segments: Investment Services and Management Services, provided through AMI and AMMS (effective in June 2011), and Premium Meat Products, provided through WWPP. Prior to October 2010, the Company operated in two segments, Investment Services and Management Services.

The accompanying condensed consolidated financial statements and notes thereto have been prepared in accordance with the instructions to quarterly reports on Form 10-Q. In the opinion of management, these financial statements include all adjustments (consisting of normal recurring adjustments) that the Company considers necessary to present a fair statement of its results of operations, financial position and cash flows. The results reported in these condensed, consolidated financial statement should not be regarded as necessarily indicative of results that may be expected for the entire year. Certain information and footnote data necessary for fair presentation of financial position and results of operations in conformity with accounting principles generally accepted in the United States of America have been condensed or omitted. Therefore, it is suggested that these condensed consolidated financial statement be read in conjunction with the financial statement and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.

Management’s plans:

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company reported a net loss of approximately $640,300 and $993,400 for the three and six months ended June 30, 2011, has a working capital deficiency of approximately $273,000, and has an accumulated deficit of approximately $5.2 million at June 30, 2011. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

To date, the Company has financed its operations in large part by raising debt and equity capital. The Company has no revolving loan agreement in place with any financial institution, so to the degree that it is unable to establish profitability through the operations of the business, it will likely continue to rely on additional debt or equity financing. As a consequence, if the Company is unable to achieve profitability or obtain additional financing in the near term, the Company may be required to delay its business plan implementation, which would have a material adverse impact on the Company.

During the second quarter of 2010, the Company began providing additional services that go beyond its membership, research, and conferencing model, as the Company (through AMI) began providing management services. Further, in October 2010, the Company acquired WWPP which operates in a business that is not related to the financial services and information industry.

These new segments have added considerable overhead and cost to the original business plan, which have contributed to the Company’s losses to this point. While management believes these new segments will eventually make positive contributions to the Company, if management deems that assessment to be inaccurate, or if the time frame in which that occurs extends beyond the Company’s ability to raise additional capital or its desire to incur additional dilution, it may decide to exit these new segments. While management believes that the Company has the flexibility to scale the operations back to the original legacy business model and operate it profitably, a decision of that nature could prove adverse. Management will continue to assess these new segments in terms of their contributions and capital requirements relative to the Company’s need and ability, if necessary, to access additional capital to support them.

ACCREDITED MEMBERS HOLDING CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED JUNE 30, 2011

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

Principles of consolidation:

The consolidated financial statements include the accounts of the Company and its subsidiaries. All material intercompany accounts, transactions, and profits are eliminated in consolidation.

Use of estimates:

The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Significant estimates are used in accounting for certain items such as investments, long-lived assets, including identifiable intangibles, revenue recognition, and stock-based compensation. Estimates are based on historical experience, where applicable, and assumptions that management believes are reasonable under the circumstances. Due to the inherent uncertainty involved with estimates, actual results may differ.

Accounts receivable and concentration of credit risk:

The Company is subject to credit risk through trade receivables. This credit risk is mitigated by the diversification of the Company’s operations, as well as its large customer base and its geographical dispersion. The Company grants varying payment terms to its customers. Payment terms for valuation reports prepared and sold by the Company typically require a portion of the fee to be paid up front, and the remaining amount due upon report delivery (typically within 45 days of the up-front payment). Payment terms for memberships vary, but generally are either paid up-front, which includes a small discount, or are paid monthly over the term of the membership. The majority of the accounts receivable are generated from the Issuer Profile Contracts. These contracts are either paid in full with cash or stock or in monthly payments spread over the term of the contract. For contracts that provide for payment in stock from the customer (discussed below), a receivable is recorded until the stock certificates have been received.

Three customers comprise approximately 72% of net accounts receivable at June 30, 2011; these individual customer balances represent approximately 51%, 11% and 10% of the total. Two customers comprise approximately 74% of net accounts receivable as of December 31, 2010; these individual customer balances represent approximately 46% and 28% of the total. One individual customer accounted for 18% and 15% of net revenues for the three and six months ended June 30, 2011, respectively, while no customer accounted for more than 10% of net revenue for the three and six months ended June 30, 2010.

Ongoing credit evaluations of customers’ financial condition are performed. Collateral is not required. The Company maintains an allowance when necessary for doubtful accounts and sales credits that is the Company’s best estimate of potentially uncollectible trade receivables. Provisions are made based upon a specific review of all significant outstanding invoices that are considered potentially uncollectible in whole or in part. For those invoices not specifically reviewed or considered uncollectible, general provisions are provided at different rates, based upon the age of the receivable, historical experience, and other currently available evidence. The allowance estimates are adjusted as additional information becomes known or as payments are made. As of June 30, 2011 and December 31, 2010, the allowance for doubtful accounts was $27,500, and $22,500, respectively.

ACCREDITED MEMBERS HOLDING CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED JUNE 30, 2011

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Marketable securities:

The Company accepts equity-based payment from certain customers as consideration for services. This equity-based payment is generally from issuers for which there is a public market for their securities (or for which the Company expects there to be a public market in the near future). The Company accounts for these transactions pursuant to ASC 505-50 (formerly known as Emerging Issues Task Force Issue No. (EITF) 00-08, Accounting by a Grantee for an Equity Instrument to be Received in Conjunction with Providing Goods or Services).

All of the Company’s investments in marketable securities are classified as available-for-sale. These marketable securities are stated at fair value. Any unrealized gains or losses are recorded in accumulated other comprehensive income (loss), a component of equity, until realized. Other-than-temporary declines in market value from original cost are included in operations. In determining whether an other-than-temporary decline in the market value has occurred, the Company considers the duration that, and extent to which, fair value of the investment is below its cost. Realized gains and losses are calculated based on specific identification to the individual securities involved with the resulting gains and losses included in non-operating income and expense on the statement of operations.

Cost method investments:

The Company accepts equity securities of certain customers for which there is no public market in their securities. These non-marketable equity securities, over which the Company has no ability to exercise significant influence, are accounted for under the cost method. Decreases in fair value below the recorded value are recognized as losses when the decrease is determined to be an other-than-temporary impairment.

Debt securities and derivative warrants:

Investments in warrants are recorded as assets measured at their fair values. The warrants are accounted for as derivative instruments if the underlying securities are readily convertible to cash, or available for sale securities if they are not readily convertible to cash. Changes in the fair value of warrants accounted for as derivative instruments are recognized in earnings (loss), while changes in the fair value of available-for-sale warrant securities are recognized in other comprehensive income (loss).

Financial instruments:

At June 30, 2011, the carrying amounts of cash, accounts receivable and accounts payable approximate their fair values due to their short duration. Convertible notes payable to unrelated parties approximate their fair values based on current market rate information. The fair value of the derivative liability was determined using a probability-weighted discounted cash flow model. The fair value of receivables and notes payable to related parties is not practicable to estimate, due to the related party nature of the underlying transactions. The fair value of cost investments are not practicable to estimate, as quoted market prices are not available, and the Company has not yet obtained or developed a valuation model necessary to estimate fair value.

The Company values its financial assets and liabilities utilizing a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs, such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible.

ACCREDITED MEMBERS HOLDING CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED JUNE 30, 2011

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Financial instruments (continued):

The following fair value hierarchy table presents information about the Company’s assets measured at fair value on a recurring basis as of June 30, 2011, and December 31, 2010, and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value.

	Fair value measurement as of
	June 30, 2011
	Level 1		Level 2		Level 3
Cash	$	392,396	$	-	$	-
Investment in marketable securities		794,376		-		-
Investment in debt securities		-		-		30,000
Investment in derivative warrants		-		-		84,885
Derivative liability		-		-		(238,788	)

	Fair value measurement as of
	December 31, 2010
		Level 1		Level 2		Level 3
Cash		$	511,626	$	-	$	-
Investment in marketable securities			525,367		-		-
Investment in debt securities			-		-		40,330
Investment in derivative warrants			-		-		24,827
Derivative liability			-		-		(707,000	)

Level 3 recurring fair value measurements represent the Company’s investment in debt securities and derivative warrants (Note 4) and the derivative liability (Note 5). The change in carrying value of the Company’s level 3 fair value measurements are as follows:

	Investment			Investment
	in Debt			in Derivative		Derivative
	Securities			Warrants		Liability
Fair value at January 1, 2011	$	40,330		$	24,827	$	707,000
Change in fair value		948			60,058		(509,962	)
Fair value of derivative instrument (Note 6)		-			-		41,750
Conversion of debt to marketable securities		(41,278	)		-		-
Purchase of debt securities		30,000			-		-
Fair value at June 30, 2011	$	30,000		$	84,885	$	238,788

ACCREDITED MEMBERS HOLDING CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED JUNE 30, 2011

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Intangible assets:

Intangible assets consist of a trademark license with Pat Boone, which has an indefinite useful life, and is not currently amortized. Authoritative guidance requires that intangible assets not subject to amortization (indefinite-lived assets) be tested for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that the asset might be impaired. The impairment test consists of a comparison of the estimated fair value of an intangible asset with its carrying amount. Significant judgments are required to estimate the fair value of intangible assets including estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions or the occurrence of one or more confirming events in future periods could cause the actual results or outcomes to materially differ from such estimates and could also affect the determination of fair value and/or impairment at future reporting dates. The Company performs this impairment and analysis annually during the fourth quarter of each fiscal year. No impairment was identified on the Company’s indefinite-lived intangible asset through June 30, 2011.

Revenue recognition:

The Company recognizes revenue pursuant to SEC Staff Accounting Bulletin No. 104, Revenue Recognition, and Accounting Standards Codification (ASC) 605-25 (formerly known as Emerging Issues Task Force Issue No. (EITF) 00-21, Revenue Arrangements with Multiple Deliverables). The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sale price is fixed or determinable, and collectability is reasonably assured.

AMI membership service contracts typically consist of multiple deliverables, including web-based services over the membership term, advertising space in the Company’s magazine publications, and participation in conferences and conference presentations. The Company defers the revenue associated with any undelivered elements. The amount of revenue deferred in connection with the undelivered elements is determined using the relative fair value of each element, which is generally based on each element's price sold on a stand-alone basis. Revenue is recognized once products are delivered, services are provided or over the term of the contract. For valuation products that are sold to customers, such as valuation reports, revenues are recorded upon delivery and acceptance of the product to the customer. Management services revenue is recognized as services are provided. Deferred revenue represents contractual billings in excess of revenue recognized.

In March 2010, AMI began selling television advertisement slots on behalf of a third party. The Company records revenues from such sales of third-party advertising slots in accordance with Principal Agent Considerations within the Revenue Recognition Topic of the FASB Accounting Standards Codification. The Company evaluates these sales on a case-by-case basis to determine whether the transaction should be recorded gross or net, including but not limited to assessing whether or not the Company (1) acts as principal in the transaction, (2) has the risks and rewards of the transaction, such as the risk of loss for collection, and (3) acts as an agent or broker with compensation on a commission or fee basis. Accordingly, sales of third-party advertising slots are typically recorded on a net basis. Expenses of $38,725 and $122,000 were recognized for third parties for their advertising slots during the six months ended June 30, 2011 and 2010.

In November 2010, WWPP commenced revenue-generating activities. WWPP derives revenue from the sale of premium meat products to consumers through its website, and WWPP records revenue upon delivery of the product to the consumer. Product returns have not been significant through June 30, 2011. WWPP also sells gift cards for which a liability is established for its cash value upon issuance of the gift card. The liability is relieved and net revenue is recorded upon redemption by the consumer. These gift cards are to be used to purchase premium meat products, and the gift cards are expected to be redeemed within one year of issuance.

ACCREDITED MEMBERS HOLDING CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED JUNE 30, 2011

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Management evaluates the terms of its WWPP sales in consideration of the criteria outlined in Principal Agent Consideration with regards to its determination of gross respect to gross versus net reporting of revenue for transactions with customers. The Company sells, through its website, premium meat and other products. In these transactions, management has determined that the Company (i) acts as principal; (ii) has the risks and rewards of ownership, including the risk of loss for collection, delivery or returns; and (iii) has latitude in establishing price with the customer. For these transactions, the Company recognizes revenue on a gross basis.

Stock-based compensation:

The Company accounts for stock-based compensation under ASC 718, Share-Based Payment. ASC 718 requires the recognition of the cost of services received in exchange for an award of equity instruments in the financial statements and is measured based on the grant date fair value of the award. ASC 718 also requires the stock-based compensation expense to be recognized over the period of service in exchange for the award (generally the vesting period). The Company estimates the fair value of each stock option at the grant date by using an option pricing model, typically the Black-Scholes model.

Net loss per share:

Basic net loss per share is computed by dividing the net loss applicable to common shareholders by the weighted-average number of shares of common stock outstanding for the period. Diluted net loss per share reflects the potential dilution that could occur if dilutive securities were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company, unless the effect of such inclusion would reduce a loss or increase earnings per share. For each of the periods presented in the accompanying consolidated financial statements, the effect of the inclusion of dilutive shares would have resulted in a decrease in loss per share. Common stock options and warrants and shares underlying convertible debt and preferred stock aggregating 17,232,016 and 4,592,453 as of June 30, 2011, and June 30, 2010, respectively, have been excluded from the calculation of diluted net loss per common share.

ACCREDITED MEMBERS HOLDING CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

SIX MONTHS ENDED JUNE 30, 2011

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Advertising:

Advertising costs are charged to expense when incurred. Advertising costs for the three and six months ended June 30, 2011 and 2010, were approximately $378,200, $590,600, $79,650 and $119,000, respectively.

Reclassifications:

Certain reclassifications to the 2010 statement of cash flows have been made in order to conform to the 2011 statement of cash flows presentation.

Recently issued and adopted accounting pronouncements:

In December 2010, the Financial Accounting Standards Board (FASB”) issued Accounting Standards Update (ASU”) No. 2010-29, “Business Combinations” (Topic 805): “Disclosure of Supplementary Pro Forma Information for Business Combinations.” This ASU specifies that when financial statements are presented, the revenue and earnings of the combined entity should be disclosed as though the business combination that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. ASU 2010-29 is effective for business combinations with acquisition dates on or after January 1, 2011. The adoption of this update did not have an impact on the Company's consolidated financial statements.

In October 2009, the FASB issued a new accounting standard which provides guidance for arrangements with multiple deliverables. Specifically, the new standard requires an entity to allocate consideration at the inception of an arrangement to all of its deliverables based on their relative selling prices. In the absence of the vendor-specific objective evidence or third-party evidence of the selling prices, consideration must be allocated to the deliverables based on management’s best estimate of the selling prices. In addition, the new standard eliminates the use of the residual method of allocation. In October 2009, the FASB also issued a new accounting standard which changes revenue recognition for tangible products containing software and hardware elements. Specifically, tangible products containing software and hardware that function together to deliver the tangible products’ essential functionality are scoped out of the existing software revenue recognition guidance and will be accounted for under the multiple-element arrangements revenue recognition guidance discussed above. Both standards were effective for the Company beginning on January 1, 2011. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

ACCREDITED MEMBERS HOLDING CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

SIX MONTHS ENDED JUNE 30, 2011

NOTE 3 – PROPERTY AND EQUIPMENT

As of June 30, 2011, and December 31, 2010, property and equipment consists of the following:

	June 30,			December 31,
	2011			2010
	(unaudited)
Website development	$	334,382		$	326,882
Accounting software		63,225			63,225
Furniture and fixtures		28,116			25,265
Equipment		47,534			46,073
		473,257			461,445
Less accumulated depreciation and amortization		(136,499	)		(81,979	)
	$	336,758		$	379,466

Depreciation and amortization expense on property and equipment for the three and six months ended June 30, 2011 and 2010, was approximately $27,500, $54,500, $12,000 and $36,500, respectively.

NOTE 4 – INVESTMENTS

Investment in marketable securities:

Investment in marketable securities consists of shares of 11 unrelated companies that are traded on an exchange or the OTC-bulletin board. The cost, gross unrealized holding gains and losses, and fair value of these available-for-sale securities as of June 30, 2011, are as follows (unaudited):

			Gross unrealized holding					Fair
	Cost		Gains		Losses			value
Available for sale:
Marketable securities	$	683,466	$	256,429	$	(145,519	)	$	794,376

During the six months ended June 30, 2011, the Company recognized an other-than-temporary impairment of two marketable securities by reclassifying approximately $142,700 from other comprehensive loss (a component of equity) to the statement of operations. The Company also reduced its costs basis of its investment in marketable securities by approximately $142,700.

The Company regularly reviews its investment portfolio to identify and evaluate investments that have indications of possible impairment. Factors considered in determining whether a loss is temporary include: the length of time and extent to which fair value has been lower than the costs basis; the financial condition, credit quality and near-term prospects of the investee; and whether it is more likely than not that the Company will be required to sell the security prior to recovery of its costs basis. The Company evaluates the near-term prospects of the investees in relation to the severity and duration of the decline in market value (approximately six months or less).

At June 30, 2011, the gross unrealized loss was $145,519 due to a decrease in fair value of certain marketable securities in “microcap” and “small-cap” companies and comprised of six investments. One security, valued at approximately $25,900, has been in an unrealized loss position of approximately $26,100 for over a year. Based on that evaluation and the Company’s intent to hold these investments for a reasonable period of time sufficient for a forecasted recovery of fair value, the Company does not consider these seven investments to be other-than-temporarily impaired at June 30, 2011.

ACCREDITED MEMBERS HOLDING CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED JUNE 30, 2011

NOTE 4 – INVESTMENTS (CONTINUED)

Cost method investments:

At December 31, 2010, the Company had cost investments of $368,000. During the six months ended June 30, 2011, the Company accepted non-marketable equity securities valued at $284,172 in lieu of cash from five privately-held companies (customers). The Company has no ability to exercise significant influence over these customers, and these companies’ securities are not traded on an exchange or considered readily marketable; therefore, this investment is accounted for under the cost method. The Company is not aware of events or changes in circumstances that have occurred during the three and six months ended June 30, 2011, or subsequently, that may have a significant adverse effect on these investments. During the three months ended June 30, 2011, one of the companies for which the Company’s had a cost investment completed an initial public offering (“IPO”). Upon completion of the IPO, the Company reclassified $115,000 to marketable securities. As of June 30, 2011, cost method investments totaled $537,172.

Debt securities and warrants:

In February 2011, the Company subscribed to purchase $150,000 of 12% convertible promissory notes and warrants to purchase convertible preferred shares of a private company. Under this agreement, the Company was to purchase the notes and warrants in five monthly tranches of $30,000 beginning in March 2011. The Company made the first and only $30,000 purchase in March 2011. The purchase price was allocated to the convertible promissory note. It was determined that the warrants had a nominal value.

At December 31, 2010, the Company had two debt securities (convertible promissory notes), which had an aggregate carrying value of approximately $40,300. The notes have interest rates of 8% to 9%; interest is due quarterly. A note for $19,100 was with a publicly- traded company; and a note for $21,200 was with a privately-held company. During the six months ended June 30, 2011, the Company converted its debt securities into common shares of the investee company. During the three and six months ended June 30, 2011, the Company recognized $0 and $948 of other income related to discount accretion.

In addition to the convertible notes, the Company received warrants to purchase up to 12,500 shares of common stock exercisable at $6.00 per share of one company, and warrants to purchase up to 62,500 shares of restricted common stock of the other company exercisable at $0.50 per share. The warrants are exercisable immediately and have a term of five years.

The Company allocated the purchase price between the debt securities and warrants based on the fair value of the instruments on the date of purchase. The fair value of the warrants will fluctuate primarily in relation to the value of the publicly-traded companies’ underlying securities, either providing an appreciation in value or potentially expiring with no value.

NOTE 5 – DERIVATIVE LIABILITIES

The Company follows the guidance found in Codification topic, ASC 815-40, “Derivative and Hedging, Contracts in Entity’s Own Equity.” This topic specifies that a contract that would otherwise meet the definition of a derivative but is both (a) indexed to the Company’s own stock and (b) classified in equity in the balance sheet would not be considered a derivative financial instrument. ASC 815-40-15 provides a two-step model to be applied in determining whether a financial instrument or an embedded feature is indexed to an issuer’s own stock and able to qualify for the scope exception. The Company determined the Series A preferred stock issued for the acquisition of WWPP contained an embedded conversion features that requires liability classification. Liability classification is required because these conversion provisions are not indexed to the Company’s own stock. The fair value of the embedded conversion feature at June 30, 2011 and December 31, 2010, was $197,038 and $707,000, respectively. The change in the fair value of the embedded conversion feature of $509,962 was recognized as a gain on value of derivatives on the consolidated statements of operations.

The Company uses a probability-weighted discounted cash flow model to calculate fair value of its derivative liability. Key assumptions used to apply this model included consideration of the term of the conversion option, the fair value of the Company’s common stock, the probability of achieving WWPP earnings thresholds, and a discount rate.

In April 2011, the Company began selling secured promissory notes each containing an embedded feature that requires a payment in excess of principal and interest based on certain terms and conditions (Note 6). This embedded feature is presented within derivative liabilities. Liability classification is required because this provision will require the Company to pay an additional sum of 10% to the secured note holders if the collateral value exceeds the principal and any outstanding interest. The fair value of this embedded feature is measured at each period-end using a probability weighted discounted cash flow model. The fair value of the liability at the date of note issuance was approximately $41,750. The Company determined that there was no significant change in the fair value of the embedded feature from the date of note issuance to June 30, 2011.

ACCREDITED MEMBERS HOLDING CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED JUNE 30, 2011

NOTE 6 – NOTES PAYABLE

Convertible notes:

As of June 30, 2011, convertible notes with an aggregate face amount of $200,000 are outstanding. These notes bear interest at 10% per annum, they are unsecured, and their maturity dates are in 2014. By their original terms, principal and interest are convertible at any time by the holder into shares of the Company’s common stock at $0.30 per share if the conversion is effected prior to the close of the third consecutive calendar month in which the Company is cash-flow positive, as defined; or, $0.60 per share if the conversion is effected after the close of the third consecutive calendar month in which the Company is cash-flow positive (subsequent to the merger transaction with AAEX upon a conversion of a note, the conversion price and the number of shares into which each note is convertible into, would be adjusted to reflect the terms of the Agreement and its prescribed exchange ratio).

Promissory notes:

Beginning on April 15, 2011, the Company began selling 12% secured promissory notes (“the Notes”) in principal increments of $25,000. Through June 30, 2011, the Company sold notes with a face amount of $417,500 for cash. These notes bear interest at 12% per annum with a maturity date of April 15, 2014. The proceeds from the sale of the Notes shall be primarily utilized by the Company to fund marketing and promotional activities for AMI. The Notes are collateralized by certain investment securities, as defined, (the “Collateral”) held by the Company as of April 18, 2011. In addition to the principal and interest due under the Notes, the lenders shall be entitled to receive an amount equal to 10% of the original principal amount of each Note (the “Additional Sum”), provided that the proceeds of the Collateral are sufficient to cover the principal and interest due under the Notes. The Company shall not be obligated to liquidate the Collateral to pay the Additional Sum, and unless an event of default, as defined in the agreement, is declared, any sales of all or part of the Collateral will be made in the Company’s sole discretion. Payments from the sale of the Collateral shall be applied first to the interest due under the Notes, then to the principal amount owing, and finally to the payment of the Additional Sum.

At the issue date of the Notes, the estimated fair value of the additional sum feature was determined to be $41,750, which was recognized as a liability, with a corresponding discount applied to the Notes. This discount is being amortized to interest expense over the term of the Notes. As of June 30, 2011, the total recorded amount of the collateral is $1,109,000; $624,400 represents non-current marketable securities, $399,700 represents cost investments and $84,900 represents derivative warrants.

NOTE 7 – COMMITMENTS AND CONTINGENCIES

License agreement:

Pursuant to terms of the license agreement with Pat Boone (who is a minority shareholder of the Company), the Company is required to remit royalties to Pat Boone, or his designee, as well as to certain designated charities, as defined. The royalties, in aggregate, are 10% of net sales, as defined. The Company may sub-license the rights to other entities, for which sub-license net revenues are also subject to royalties. The Company is to pay a minimum royalty amount of $10,000 per month, as an advance payment of a quarterly royalty amount. At each quarter-end, the Company is to pay any amounts of royalties due in excess of the monthly minimum payments. For the three and six months ended June 30, 2011, the Company expensed royalties of $30,000 and $60,000, which is recorded as a component of cost of premium meat products revenue.

Contingencies:

From time to time, the Company may become party to litigation and other claims in the ordinary course of business. To the extent that such claims and litigation arise, management would provide for them if upon the advice of counsel, losses are determined to be both probable and estimable.

On April 7, 2011, WWPP filed a complaint in the federal district court for the district of Colorado seeking a declaratory judgment against All American Meats, Inc. WWPP is not seeking monetary damages from All American Meats, Inc., instead the complaint was filed after All American Meats advised WWPP that it believes that the name it uses in commerce and as trademarks “Pat Boone All American Meats” infringed upon All American Meat’s common law trademark. WWPP disagrees with All American Meats’ assertions, believes it is entitled to use the name and trademark “Pat Boone All American Meats”, and filed the complaint requesting that the court declare that the use of the name “Pat Boone All American Meats” does not constitute trademark infringement.

ACCREDITED MEMBERS HOLDING CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED JUNE 30, 2011

NOTE 7 – COMMITMENTS AND CONTINGENCIES (CONTINUED)

On June 23, 2011 WWPP filed a demand for arbitration with the American Arbitration Association to arbitrate a dispute between the Company and a former third party service provider. WWPP has alleged that the former service provider breached an agreement between the parties and WWPP is seeking the recession of the consideration it has paid to the former service provider, as well as the recoupment of its costs and fees. The service provider has asserted counterclaims against WWPP alleging WWPP is in breach of a separate agreement between the parties and is thus seeking the payment of $120,000 from WWPP. WWPP believes the claims asserted against it are groundless and intends to defend such claims.

Although it is too early at this time to determine the ultimate outcome of these matters, management believes that the ultimate outcome will not have a material impact on the Company’s financial position, results of operations, or cash flows.

NOTE 8 – INCOME TAXES

Deferred tax assets and liabilities represent the future impact of temporary differences between the financial statement and tax bases of assets and liabilities. The Company’s net deferred tax assets have been fully reserved, effectively by a valuation allowance, because management does not believe realization of the deferred tax assets is sufficiently assured at the balance sheet date.

The provision for income taxes is recorded at the end of each interim period based on the Company’s best estimate of its effective income tax rate expected to be applicable for the full fiscal year. The Company’s expected income tax benefit was approximately $217,700, $337,800, $63,800 and $244,000 for the three and six months ended June 30, 2011 and 2010, respectively. The expected income tax benefit differs from the actual benefit of $0 each period, due primarily to the valuation allowance.

NOTE 9 – EQUITY

Common stock issuances:

During the six months ended June 30, 2011, the Company sold 1,514,000 shares of common stock for total proceeds of $757,000 for shares that were issued at $0.50 per share.

Stock options:

The Company has one stock option plan, its 2009 Stock Option Plan (the “Plan”). Seven million shares of common stock are currently reserved for issuance under the Plan. Any employee, consultant or Director of the Company is eligible to participate. The exercise prices of the options granted are determined by the Plan Committee (currently being the Board as a whole), whose members are appointed by the Board of Directors, and the exercise prices are generally to be established at the estimated fair value of the Company's common stock at the date of grant. Options granted have terms that do not exceed five years.

During the six months ended June 30, 2011, the Company granted stock options to purchase an aggregate of 384,625 shares of common stock to five employees. Included in these grants, in March 2011, the Company granted an option to an employee for sales development, entitling this person to purchase up to 100,000 shares of the Company’s common stock at $0.80 per share. This option has a four-year term; the option to purchase 100,000 shares vests quarterly on a pro-rata basis over one year, but only upon the achievement of the performance objectives determined by management, as defined. The performance objective begins in the quarter ended June 30, 2011, and the amount of shares vested is to be valued at the end of each quarter upon completion of the performance objective.

The stock-based compensation cost that has been included as a charge to general and administrative expense in the statements of operations was approximately $30,800, $51,800, $189,000 and $216,600 for the three and six months ended June 30, 2011 and 2010, respectively. The stock-based compensation cost that has been included to selling and marketing expense in the statements of operations was approximately $7,800 and $32,300, for the three and six months ended June 30, 2011, respectively. There was no stock-based compensation included in selling and marketing expense for the three and six months ended June 30, 2010. As of June 30, 2011, there was approximately $136,000 of unrecognized compensation cost related to non-vested stock options. The cost is expected to be recognized over a weighted-average period of one year.

ACCREDITED MEMBERS HOLDING CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED JUNE 30, 2011

NOTE 9 – EQUITY (CONTINUED)

The Company uses the Black-Scholes option pricing model to determine the weighted average fair value of options. The weighted-average fair value of options granted during the six months ended June 30, 2011, was $0.29 per share. The assumptions utilized to determine the fair value of options granted during the six months ended June 30, 2011, are as follows:

Risk free interest rate		1.16-1.77%
Expected volatility		91 - 94%
Expected term		4 years
Expected dividend yield		0

The expected term of stock options represents the period of time that the stock options granted are expected to be outstanding. The expected volatility is based on the historical price volatility of the common stock of similar companies. The risk-free interest rate represents the U.S. Treasury bill rate for the expected term of the related stock options. The dividend yield represents the anticipated cash dividend over the expected term of the stock options.

The following table sets forth the activity in the Plan for the six months ended June 30, 2011:

						Weighted
				Weighted		average
	Shares			average		remaining	Aggregate
	under			exercise		contractual	intrinsic
	option			price		life	value
Outstanding at January 1, 2011		2,294,570		$	0.28
Granted		384,625		$	0.79
Exercised		-		$	-			-
Forfeited/cancelled		(200,000	)	$	0.17
Outstanding at June 30, 2011		2,479,195		$	0.47	2.57		-
Exercisable at June 30, 2011		1,748,465		$	0.41	1.69		-

The aggregate intrinsic value in the table above represents the total intrinsic value (the difference between the estimated fair value of the Company’s common stock on June 30, 2011, and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had they exercised their options on June 30, 2011.

The following table summarizes the activity and value of non-vested options as of and for the six months ended June 30, 2011:

				Weighted
				average
	Number of			grant date
	options			fair value
Non-vested options outstanding at January 1, 2011		888,798		$	0.31
Granted		384,625		$	0.29
Vested		(367,693	)	$	0.27
Forfeited/cancelled		(175,000	)	$	0.16
Non-vested options outstanding at June 30, 2011		730,730		$	0.42

ACCREDITED MEMBERS HOLDING CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED JUNE 30, 2011

NOTE 9 – EQUITY (CONTINUED)

Warrants:

In May 2011, the Company granted a warrant that immediately vested to purchase up to 500,000 shares of common stock to one outside consultant. This warrant has a two-year term and an exercise price of $0.30 per share and approximately $6,700 has been recognized in selling and marketing expense. The Company expects to recognize the remaining compensation cost of $30,300 over nine months.

NOTE 10 – WWPP SALE OF COMMON STOCK AND NONCONTROLLING INTEREST

In March 2011, WWPP initiated an offering to accredited investors for the sale of up to 1,500,000 shares of newly-issued WWPP common stock. During the six months ended June 30, 2011, WWPP sold 110,000 shares of its common stock to third parties for cash of $110,000. As a result of WWPP’s sale of its common stock, the Company’s ownership interest in WWPP was reduced from 100% to approximately 96% as of June 30, 2011. The 4% interest in WWPP owned by third parties at June 30, 2011, is presented as a non-controlling interest in the consolidated financial statements. WWPP has 3,110,000 shares outstanding as of June 30, 2011, of which AMHC owns 3,000,000 and unrelated third parties own the non-controlling interest of 110,000 shares. Subsequent to June 30, 2011, WWPP sold an additional 10,000 shares of its common stock to third parties for $10,000 cash.

NOTE 11 – SEGMENT REPORTING

The Company’s reporting segments have been determined based on the nature of the products and/or services offered to customers or the nature of their function in the organization. Management evaluates performance based on the operating income contributed by each segment. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies included in Note 2.

The tables below summarize information about the Company’s three reportable segments for the three and six months ended June 30, 2011 and 2010. The Company had two reporting segments for the three and six months ended June 30, 2010.

	Investment			Management		Premium
	Services			Services		Meat Products			Eliminations			Total
Three months ended June 30, 2011
Sales	$	352,975		$	50,000	$	17,990		$	-		$	420,965
Intercompany sales		-			225,000		-			(225,000	)		-
Gross profit (loss)		171,154			275,000		(70,775	)		(225,000	)		150,379
Net income (loss)		(708,786	)		260,496		(192,024	)		-			(640,314	)
Total assets		4,856,227			1,237,510		1,838,180			(3,728,352	)		4,203,565
Three months ended June 30, 2010
Sales	$	772,885		$	-	$	-		$	-		$	772,885
Gross profit		449,513			-		-			-			449,513
Net loss		(187,536	)		-		-			-			(187,536	)
Six months ended June 30, 2011
Sales	$	731,488		$	250,000	$	34,978		$	-		$	1,016,466
Intercompany sales		-			450,000		-			(450,000	)		-
Gross profit (loss)		341,877			700,000		(101,422	)		(450,000	)		490,455
Net income (loss)		(1,004,156	)		637,025		(626,296	)		-			(993,427	)
Total assets		4,856,227			1,237,510		1,838,180			(3,728,352	)		4,203,565
Six months ended June 30, 2010
Sales	$	1,039,160		$	-	$	-		$	-		$	1,039,160
Gross profit		540,066			-		-			-			540,066
Net loss		(718,027	)		-		-			-			(718,027	)

ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Cautionary Statement about Forward-Looking Statements

This Form 10-Q contains forward-looking statements regarding future events and the Company’s future results that are subject to the safe harbors created under the Securities Act of 1933 (the “Securities Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”). These statements are based on current expectations, estimates, forecasts, and projections about the industry in which the Company operates and the beliefs and assumptions of the Company’s management. Words such as “hopes,” “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “continues,” “may,” variations of such words, and similar expressions are intended to identify such forward-looking statements. In addition, any statements that refer to projections of the Company’s future financial performance, the continuing development of the Company’s website, the prospects for selling advertising on the website and new visitors and visitor page views related to advertising agreements, the Company’s anticipated growth and potentials in its business, and other characterizations of future events or circumstances are forward-looking statements. Readers are cautioned that these forward-looking statements are only predictions and are subject to risks, uncertainties, and assumptions that are difficult to predict, including those identified under “Risk Factors” in our Form 10-K for the year ended December 31, 2010. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements.

The Company is under no duty to update any of these forward-looking statements after the date of this report. You should not place undue reliance on these forward-looking statements.

Plan of Operation

Accredited Members Holding Corporation (“the “Company”) is a Colorado corporation that was formed under Colorado law on December 1, 2005. Until February 24, 2010 the Company was not involved in active business operations and instead sought to engage in the exchange of real estate properties between individuals through the use of Section 1031 of the Internal Revenue Code. In February 2010 the Company acquired Accredited Members, Inc. (“AMI”) through a merger transaction (the “AMI Merger”) and began conducting its operations through AMI. The Company’s name was Across America Real Estate Exchange (“Across America”) until May 11, 2010, when it was changed to Accredited Members Holding Corporation.

The Company currently provides various services and products through its subsidiary corporations AMI, AMHC Managed Services (“AMMS”) and World Wide Premium Packers, Inc. (“WWPP”). The term the “Company” as used herein is intended to refer to the Company as a whole and any references to Across America are intended for historical purposes and to give context to the reader.

AMI

AMI provides a range of services that are primarily intended for sophisticated investors interested in micro-cap and development stage companies as well as early stage companies seeking to increase general market awareness of their operations and business plans. To this end, AMI offers a range of free and paid subscription services to individual investors who purchase memberships to the Company, as well as to companies that pay AMI to participate in its services and programs aimed to help those companies improve their investment relations and increase their market exposure. Among the services provided by and through AMI, and the manner in which it provides its services to its clients are:

AMI Website - Through its website (www.accreditedmembers.com) members may access information that is intended to provide members with various financial and investment related information and tools (the “Site”). The Site is also intended to allow members a forum to network with other investors and share investment ideas and information. On the Site members can post comments and other information on a range of investment related issues, review information posted by other members, and interact with other members regarding investment and financial market issues. This exchange of information is done primarily through blogs, chat rooms, and posting of comments and other information. Members cannot post materials (including comments) on the Site in an anonymous manner. Additionally, corporate clients may post “profiles” where they can provide general information about their company and business plan.

Investment Conferences and Seminars - AMI organizes and hosts several investment conferences within the United States each year. At these conferences, AMI clients are given the opportunity to present information with respect to their respective businesses and given the opportunity to respond to questions from conference attendees. AMI members (as well as other persons) may register to attend these conferences. Subscribing Issuers to the Site are given the opportunity to either present a 30 minute overview of their business to conference attendees and/or to have a conference/exhibitors table (depending on their paid contracted service).

Research and Publications - AMI provides financial reports and general analysis to its members which it believes is independent and unbiased. This research and information in large part focuses on small/microcap companies, as AMI believes that information and research with respect to these companies is difficult to come by. Through this research AMI does not provide financial or investment advice to any of its clients. AMI also publishes a quarterly magazine that it distributes to its current and prospective clients that is intended to promote AMI’s business and also provide general information regarding the market and financial news. Although AMI may later attempt to generate advertisement or other revenues through this publication, it currently is distributed primarily for promotional purposes.

§	Other Products and Services - AMI sells business valuation reports that it prepares for non-public issuer/customers. AMI issues a monthly AMI Analyst Report that provides third party evaluations of early stage companies.

Although AMI generally requests and receives cash compensation for its products and services, in its discretion it may (and has) accepted equity compensation from its issuer profile clients. When AMI accepts equity compensation it discloses its equity interest in its respective clients as appropriate.

To date, AMI primarily has earned revenues through issuer contracts to present and have tables at the investment conferences it hosts and also through management services contracts. AMI hosted one investment conference during the quarter ended March 31, 2011, and another investment conference for the quarter ended June 30, 2011, and plans to host one conference during the third quarter of 2011. In total, AMI is planning to host up to four investment conferences in 2011. Going forward, in 2011 AMI is planning to further develop its business operations by focusing on increasing memberships to AMI and offering new products and services such as AMI Analyst Report. Starting in April 2011, AMI launched a new marketing campaign and devoted a significant amount of time and resources to this campaign – including entering into an agreement with Ben Stein whereby Mr. Stein agreed to provide certain services on behalf of AMI and permit AMI to use his name and likeness in its marketing materials.

World Wide Premium Packers, Inc.

WWPP was formed on February 14, 2010, for the purpose of procuring, processing, and marketing premium meats and related products. WWPP has entered into a licensing agreement with Pat Boone (an American signer, actor and writer) that grants WWPP a perpetual exclusive, world-wide license to use Mr. Boone’s name and likeness in connection with the marketing and sale of premium meats, cookbooks and related products. Throughout much of 2010, WWPP focused on organizational matters and on developing its business plan. On November 15, 2010, WWPP launched its first consumer brand, Pat Boone All-American Meats. These products are mail (or internet-ordered) and generally sent directly to the consumer. The target market of this brand is values-based, meat consumers that appreciate premium products. WWPP’s business operations are currently comprised of a Pat Boone Meats unit that is a consumer brand and independent business unit. Pat Boone All-American Meats is a legacy brand of premium meats sold direct to consumers. The products are targeted to consumers that are loyal to the name and causes of Pat Boone. This business unit operates primarily through a network of suppliers, service providers and co-packing facilities.

Throughout the quarter ended June 30, 2011, WWPP continued to engage in activities that management hopes will help the Company continue to develop and grow its business by increasing sales of its existing products to both new and repeat customers and expanding the meat products it sells to consumers. WWPP has engaged in a range of activities aimed to increase its brand awareness and broaden the channels in which its products are marketed (including through web-based advertising affiliated programs, fund-raising programs, as well as other third parties). Although WWPP is optimistic these efforts will help increase sales of its products, it expects its standard corporate costs will increase as a result of these promotional activities. To date these efforts have not resulted in WWPP generating significant revenue.

Management Services

Beginning in the second quarter of 2010, the Company (through AMI and AMMS, effective June 2011) began providing management services to third parties, including services typically provided by executive level personnel on a fixed-contract basis. These services are aimed to assist certain private companies with the advancement of their business plans. The Company believes that many small private companies are formed by entrepreneurs with deep aptitudes in the technical aspects of their relevant businesses, but with limited expertise in other aspects of the business, such as access to potential marketing relationships, various outsourcing opportunities, management and reporting infrastructure/controls, capital formation and structure and a host of others. The Company believes that its founders and staff possess aptitudes in many of those areas, as well as considerable relationships with both its members and enterprises operating in various industries. As a result, the Company believes it is in a position where it can provide marked value to private companies who lack the time and/or necessary personnel to devote to certain managerial aspects of its business. The management services approach may allow the Company to leverage and monetize those relationships by perhaps contracting with some of its members or others it may know to help execute the portions of the business that the private company operators may not be able to execute on their own.

To date, the Company has entered into several management services agreements:

On May 18, 2010, the Company entered into a management services agreement with WWPP (which at the time was controlled primarily by certain related parties). Through this agreement, the Company is providing WWPP certain administrative and other corporate management services including the administration and implementation of accounting and general financial book-keeping functions, the coordination of certain sales and marketing activities, and standard investor relations services.

§	On September 15, 2010, the Company entered into a management services agreement with Malemark, Inc., an unrelated party, which calls for monthly payments of $50,000, although this fee has been paid in large part through common stock of Malemark, Inc. This agreement ended on March 31, 2011.

On February 1, 2011, the Company entered into a management services agreement with DRS Health, Inc. The agreement was for an initial three-month term unless terminated by either party. DRS Health paid the Company a monthly fee equal to $25,000 per month – this fee was paid with DRS Health’s common stock valued at $12,500 and the remaining $12,500 in cash. On May 1, 2011, the Company renewed the management services agreement with DRS Health, Inc. for a six-month term unless terminated by either party. DRS Health is to pay the Company a monthly fee equal to $25,000 per month – however this fee is being paid through DRS Health’s common stock valued at $12,500 and $7,500 per month in cash with a final cash payment of $30,000 due at the end of the six-month term.

The Company hopes to enter into additional similar agreements to provide management services in the future, along with combining products from AMI such as investment conferences and the AMI website, to tailor to customers’ needs. It’s the Company’s intent to have these management services compliment the AMI products.

Results of Operations

The financial statements reflect the results of Company’s operations on a consolidated basis. The Company conducts its operations through its subsidiaries, AMI, WWPP, and AMMS starting June 2011. The Company’s operations have generally grown since the time of the AMI Merger (completed during the quarter ended March 31, 2010) as the Company has expanded its client base and has begun to offer additional services to its clients. WWPP did not engage in any revenue generating activities until November of 2010. Although the Company’s increased operations have resulted in greater revenues for the Company, the Company’s costs of operations have also grown. However, the Company is optimistic that its results of operations will improve throughout the remainder of its 2011 fiscal year as a result of new promotional activities we have, and plan to, engage in. Moreover, we hope to both further develop and grow each of our business segments; primarily by continuing to grow our client base and market awareness, as well as offering new services through AMI. Additionally, the Company hopes that demand and awareness for WWPP’s products will grow as a result of the Company’s marketing efforts and the potential expansion of the products it offers. The Company may also consider exploring further acquisitions of operating companies should it identify a company it believes would complement its current operations.

Revenues

During the three months ended June 30, 2011 and 2010, the Company generated approximately $421,000 and $772,900 in net revenue. The decrease is largely due to the Company hosting one AMI investment conference in second quarter 2011 compared to hosting two AMI investment conferences in second quarter 2010.

During the six months ended June 30, 2011 and 2010, the Company generated net revenues of approximately $1,016,500 and $1,039,200, respectively. The Company’s revenues were primarily generated by AMI and AMMS-both the investment services it offers and the management services it provided to clients. Further, the Company generated revenues through meat product sales by WWPP in 2011 as the Company did not have meat product sales in 2010.

Of the Company’s overall revenues during the three and six months ended June 30, 2011, its revenues were generated through the following business segments:

	Investment Services		Management Services		Premium Meat Products
Three months ended June 30, 2011	$	353,000	$	50,000	$	18,000
Six months ended June 30, 2011	$	731,500	$	250,000	$	35,000

Of the revenues generated by AMI during the three months ended June 30, 2011, approximately 84% were generated through conference revenue, memberships, magazine, and issuer profiles; 12% were generated through management services. All revenues generated through WWPP were the result of sales of meat and related products during the three months ended June 30, 2011. The Company is optimistic that revenues generated by and through WWPP will significantly grow during fiscal 2011 and beyond as it continues to take measures to increase brand awareness and traffic to its website, although to date WWPP has not generated significant revenues. However, WWPP also expects its general and administrative costs to significantly increase as it continues to try to grow and promote its business.

Of the revenues generated by AMI during the six months ended June 30, 2011, approximately 72% were generated through conference revenue, memberships, magazine, and issuer profiles; 25% were generated through management services. All revenues generated through WWPP were the result of sales of meat and related products during the six months ended June 30, 2011.

Many of AMI’s (revenue) contracts involve services that may be provisioned at varying times over the term of the contract. However, in many instances, payments for those services are made prior to the actual delivery of each service. The majority of this revenue is generated from the delivery of conferences and is generally recognized within 60 days depending on the number of conferences sold in a contract. As a result of this, much of the revenues AMI will ultimately recognize will first be recorded as deferred revenue on the consolidated balance sheets. As AMI delivers a particular service the deferred revenue liability is reduced and revenue is recognized. Consequently, the Company believes that the deferred revenue component reflected as a liability on its balance sheet is an important metric in evaluating its progress. Moreover, the conversion of deferred revenues into revenues will likely continue to be a component of net revenues in future periods. Deferred revenue is discussed in further detail below. For WWPP, there was an immaterial amount of deferred revenue liability recognized for the three and six months ended June 30, 2011. These deferred revenues were generated by the sale of gift cards to be used to purchase meat products at a future date. The liability will be reduced upon the redemption of those gift cards in future periods.

Expenses

The Company’s largest operating expense during the three months ended June 30, 2011 and 2010, was general and administrative expenses totaling approximately $529,900 and $619,300, respectively. For the second quarter of 2011, these expenses included routine corporate costs (such as payroll and related expenses), costs incurred for the continued implementation and expansion of WWPP’s business plan, as well as fees incurred to expand the investment conference hosted by AMI during the quarter.

For the six month period ended June 30, 2011 and 2010, general and administrative expenses totaled approximately $1,133,300 and $1,026,100, respectively. The increase of 10% or $107,200 was primarily due to expansion of AMI’s investment conference expenses and the costs of implementing WWPP’s business plan.

Additionally, the Company incurred approximately $462,400 and $124,800 in selling and marketing expenses during the three months ended June 30, 2011 and 2010, respectively. The increase was primarily related to promoting and marketing the Site, investment conferences, AMI magazine publication and advertising for AMI and WWPP operations. For future operations, the Company expects to continue to incur significant selling and marketing expenses as it grows its operations, and incorporates and implements WWPP’s business operations.

For the six months ended June 30, 2011 and 2010, the Company incurred approximately $745,600 and $336,300 in selling and marketing expenses, an increase of $409,300. This increase was primarily due to the same factors mentioned above.

Net Loss

For the three months ended June 30, 2011 and 2010, the Company recognized a net loss of approximately $640,300 and $187,500, respectively. The net loss for the three months ended June 30, 2011, was approximately 241% more than the net loss recognized in the comparable period of 2010. In large part, the increase in the net loss realized was a result of the Company’s overall expansion of its business operations for AMI and the costs incurred to operate WWPP, which has resulted in greater costs of revenues and operating expenses have also increased. The loss is also attributable to the realized loss on marketable securities that have been considered impaired from their original contract value.

For the six months ended June 30, 2011 and 2010, the Company recognized a net loss of approximately $993,400 and $718,000, respectively, an increase of 38% of $275,400. The increase was primarily due to the same factors mentioned above. The Company anticipates that the net loss will continue due to the overall expansion of AMI, AMMS and WWPP.

Liquidity and Capital Resources

The Report of our Independent Registered Public Accounting Firm on the Company’s consolidated financial statement as of and for the year ended December 31, 2010, includes a “going concern” explanatory paragraph which means that the auditors stated that conditions existed that raised substantial doubt about the Company’s ability to continue as a going concern.

As of June 30, 2011, the Company had a working capital deficiency of approximately $273,000 and $392,400 of cash. In large part, the decrease in the Company’s current assets as of June 30, 2011, when compared to December 31, 2010, was the result of the approximately $624,400 of marketable securities reclassed to long-term assets (Note 6). Beginning in the year ended December 31, 2010, the Company accepted equity based payment from certain clients as consideration for services. The decrease in current assets from December 31, 2010 to June 30, 2011, is also due to a decrease in accounts receivable due to more timely payments from customers received during that period and a decrease in cash used in operations.

When the Company accepts equity based consideration, it typically accepts such consideration in the form of restricted stock and generally does so from issuers for which there is a public market for their securities (or which the Company expects there to be a public market in the near future), and although the Company’s holdings are subject to certain restrictions (including defined hold periods), it is reasonably expected that these securities will be realized in cash within one year. At times, the Company has elected to receive compensation in the form of equity compensation in an attempt to ensure it secures payment, to diversify its sources of revenues, and potentially permit the Company to realize additional value through appreciation of these securities (although at times the market value of the securities accepted by the Company have at times decreased). However, when the Company accepts securities, it potentially subjects itself to a weaker liquidity position as well as to risks associated with holding securities (including potential declines in market value and a lack of liquidity). Although the Company has accepted equity-based consideration from certain of its clients, it is not principally engaged in the business of investing, reinvesting, owning, holding, or trading in securities.

Further, the Company’s assets as of June 30, 2011, included total investments in cost, debt and derivative warrant securities of $652,100. During the six months ended June 30, 2011, the Company acquired one promissory note from one private company in a private placement transaction. During the year ended December 31, 2010, the Company acquired three promissory notes and two warrants from two public companies and one private company in private placement transactions. These notes and warrants were acquired directly from issuers, upon terms which the Company believes are beneficial to the Company and its shareholders.

As noted above, the Company had a net loss during the three and six months ended June 30, 2011, as well as the three and six months ended June 30, 2010. Further, as of June 30, 2011, the Company had an accumulated deficit of approximately $5,170,000. Although the Company engages in various revenue generating activities, it continues to rely in part on its ability to raise outside capital through the sale of its securities. Although the Company believes its revenues will increase, for at least the near term, the Company expects to continue to in part rely on outside sources of capital to fund its current and planned operations.

During the six months ended June 30, 2011, the Company closed on $757,000 in private placement transactions through the sale of equity and debt securities. During the six months ended June 30, 2011, WWPP closed on $110,000 through the sale of its common stock. During the three and six month ended June 30, 2011, the Company issued 12% secured promissory notes with a principal amount of $417,500.

The notes are secured by certain of the investment securities held by the Company, are due in full on April 15, 2014, and bear interest at 12% per annum with the interest being payable on the 15th day of each month after accrual. In addition, the Company may be obligated to pay holders of the notes an amount equal to 10% of the original amount of their respective notes. Although the Company has various payment obligations to the note holders, certain Company assets are encumbered by the notes, and the notes are reflected as a liability on the Company’s balance sheet, the Company does not believe the notes are a material negative impact on the Company’s liquidity. The Company will likely continue to seek additional capital through the sale of either debt or equity securities to help fund its planned operations in the near term. However, there can be no assurance that additional financing will be available to the Company on reasonable terms, if at all.

The Company believes that the proceeds from the issuance of its securities, coupled with its cash on hand and projected revenues, will be sufficient to cover its routine costs and expenses through 2011, although without additional capital the Company may not be able to implement all of its planned activities. Ultimately, the Company’s ability to continue to pursue its plan of operations is dependent upon its ability to increase revenues and/or raise the capital necessary to meet its financial requirements on a continuing basis.

Current Liabilities; Deferred Revenue

The Company’s largest current liability as of June 30, 2011, is $717,200 of deferred revenue. As of December 31, 2010, the Company had $656,000 of deferred revenue. Several of the services offered by the Company require on-going or multiple deliverables. For example, with respect to AMI membership agreements (for both individuals and profile clients) they typically require a partial up-front payment and require the Company to deliver services such as access and services through the site and the ability to participate in conferences. Deferred revenue increased by $61,300 as of June 30, 2011, from December 31, 2010. This change is primarily due to the Company entering into annual agreements and yet to deliver upon services for which clients have already paid. There is also $48,600 of deferred revenue that is attributable to WWPP’s sale of gift cards. The Company expects to fully deliver such services within one year.

During the year ended December 31, 2010, the Company entered into profile agreements (many with 180 day or annual contract terms) with an estimated contract value of approximately $287,500 (which includes amounts expected to be paid through equity securities), which amounts are not reflected as revenues (and may be reflected as current liabilities) until the services described in the agreements are performed by the Company. However, part of this value is represented by equity compensation either paid, or to be paid, to the Company. Further, the estimated values of these contracts include amounts received under contracts but for which the Company’s services and products have not been fully delivered, and as such, much of the value of these contracts has been deferred.

The contract value number does not include the managed service contract between the Company and WWPP, which calls for monthly payments to the Company of $75,000 each, which does not impact net income as this is eliminated in consolidation, or the outside managed service contract signed with Malemark, Inc., which called for monthly payments of $50,000 (although these payments were initially paid entirely in common stock of Malemark, Inc.) through March 31, 2011, or the outside managed service contract signed with DRS Health, Inc., which calls for monthly payments of $25,000 (although these payments were initially partially paid with common stock of DRS Health, Inc.).

Operating Activities

Net cash used in operating activities was approximately $1,432,200 for the six months ended June 30, 2011, as compared to net cash used in operating activities of approximately $882,300 for the six months ended June 30, 2010. The increase in net cash used in operating activities in the 2011 period (compared to the 2010 period) was primarily due to the increase in net loss for the 2011 period, as compared to the 2010 period, and increases in prepaid expenses, inventory, change in fair value on the derivative liability in the 2011 period, as well as the expansion of the business and addition of operation segments, as compared to the 2010 period.

Investing Activities

Net cash provided by investing activities in the 2011 period was approximately $28,500, as compared to net cash used in investing activities of approximately $80,000 in the 2010 period. Net cash provided by investing activities in the 2011 period, was primarily the result of cash used by the purchase of debt and equity securities and property and equipment totaling approximately $41,800, which was offset by cash received for the sale of investment securities of $70,300. Net cash used in 2010 of $91,500 was also used for the purchase of debt, equity securities, and property and equipment offset by cash provided through the AMI Merger of $11,500.

Financing Activities

Net cash provided by financing activities in the first six months of 2011 was $1,284,500, compared to $722,000 in 2010. Cash provided by financing activities in 2011 was due from the issuance of common stock for $757,000, the sale of promissory notes of $417,500 and $110,000 by the sale of subsidiary stock. In 2010, $720,000 was from the issuance of common stock, and $2,000 was from the exercise of warrants.

Off Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our shareholders.

Critical Accounting Policies

There have been no changes to the Company’s critical accounting policies in the six months ended June 30, 2011, from those contained in the Company’s 2010 Annual Report on Form 10-K.

Recently issued and adopted accounting pronouncements

Business Combinations

Multiple Deliverable Revenue Arrangements

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

Item 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the “1934 Act”), as of June 30, 2011, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer (our principal executive officer) and our Chief Financial Officer (our principal financial officer). Based upon and as of the date of that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are not effective to timely alert management to material information required to be included in our periodic reports filed with the Securities and Exchange Commission and to ensure that information required to be disclosed in such reports is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures. However, management believes that the financial statements included in this report present fairly, in all material respects, the Company’s consolidated financial position, results of operations and cash flows for the periods presented. Due to our limited financial resources and limited personnel we are not able to, and do not intend to, immediately take any action to remediate the material weaknesses identified.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the 1934 Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the 1934 Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Internal Control Over Financial Reporting

There were not any changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) promulgated by the SEC under the 1934 Act) during the three months ended June 30, 2011, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

On April 7, 2011 the Company’s subsidiary World Wide Premium Packers, Inc. filed a complaint in the federal district court for the district of Colorado seeking a declaratory judgment against All American Meats, Inc. World Wide Premium Packers, Inc. is not seeking monetary damages from All American Meats, Inc., instead the complaint was filed after All American Meats advised World Wide Premium Packers, Inc. that it believes that the name WWPP uses in commerce and as trademarks “Pat Boone All American Meats” infringed upon All American Meat’s alleged common law trademark. World Wide Premium Packers disagrees with All American Meats’ assertions, believes it is entitled to use the name and trademark “Pat Boone All American Meats”, and filed the complaint requesting that the court declare that the use of the name “Pat Boone All American Meats” does not constitute trademark infringement.

Item 1A. RISK FACTORS

There have been no material changes to the risk factors set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

All unregistered sales of equity securities sold by the Company during the quarter ended June 30, 2011 and subsequently have been previously reported except as follows:

On or about May 11, 2011, in consideration for services, the Company issued a warrant to purchase 500,000 shares of Company common stock exercisable at $0.30 per share. The warrant is exercisable for a two year term. The warrant was issued in reliance on the exemption from registration provided by Section 4(2) under the Securities Act of 1933 because the Company: (i) did not engage in any public advertising of general solicitation in connection with the issuance; (ii) made available to the recipient disclosure regarding all aspects of its business; (iii) believed that the recipient obtained all information regarding the Company he requested (or believed appropriate) and received answers to all questions he (and his advisors) posed, and otherwise understood the risks of accepting Company securities for investment purposes; and (iv) believed that the recipient acquired the warrant for investment purposes. No commissions or other remuneration was paid in connection with the issuance of the warrants.

Through August 1, 2011 the Company issued an aggregate of 12% secured promissory notes to a total of twenty lenders. The aggregate face amount of these notes totals $630,000. The proceeds from the sale of the notes shall be primarily utilized by the Company to fund marketing and promotional activities for AMI. The notes are not convertible into shares of Company common stock. However, under certain circumstances the lenders may be entitled to receive an amount in addition to the principal and interest under the notes. The notes were issued in reliance on the exemption from registration provided by Section 4(2) under the Securities Act of 1933, and Rule 506 promulgated thereunder because the Company: (i) did not engage in any public advertising of general solicitation in connection with the issuances; (ii) made available to the recipients disclosure regarding all aspects of its business; (iii) believed that the recipients obtained all information regarding the Company they requested (or believed appropriate) and received answers to all questions they (and their advisors) posed, and otherwise understood the risks of accepting Company securities for investment purposes; (iv) believed that the recipient acquired the notes for investment purposes; and (v) based on representations of the lenders believed each lender qualified as an accredited investor. No commissions or other remuneration was paid in connection with the issuance of the notes.

Item 3. DEFAULTS UPON SENIOR SECURITIES

None.

Item 4. RESERVED

Item 5. OTHER INFORMATION

The ChangeMob, LLC Management Services Agreement

On July 5, 2011, the Company entered into a management services agreement with The ChangeMob, Inc. (the “ChangeMob Agreement” or “The ChangeMob”). The ChangeMob Agreement is for an initial twelve month term unless terminated by either party. The Company provides various services for The ChangeMob including services typically performed by senior executive personnel, as well as certain administrative and other corporate management services on behalf of The ChangeMob, including the coordination of certain sales and marketing activities, and standard investor relations services. The ChangeMob is to pay the Company a monthly fee equal to $20,000 cash per month – however this fee accrues and is not due to the Company until the first $250,000 is raised in an initial private placement offering. The Company has also received one Board of Director’s seat upon execution of The ChangeMob agreement. The ChangeMob will also issue one stock warrant to the Company to purchase that number of common shares equal to 10% of ChangeMob’s equity on a fully diluted basis at an aggregate exercise price of $100,000. The ChangeMob Agreement also contains various other standard contractual provisions and provides that the Company and The ChangeMob have agreed to indemnify each other from and against costs and expenses to which the other party may become subject as a result of The ChangeMob Agreement.

Item 6. EXHIBITS

In accordance with the requirements of the Securities Exchange Act of 1934, we have duly caused this report to be signed on our behalf by the undersigned, thereunto duly authorized.

	ACCREDITED MEMBERS HOLDING CORPORATION
Date: August 15, 2011	By:	/s/ Dave Lavigne
		Chief Financial Officer

Date: August 15, 2011	By:	/s/ J.W. Roth
		Chief Executive Officer

Balance Sheets (Parenthetical) (USD $)

Jun. 30, 2011

Dec. 31, 2010

Equity:

Preferred Stock, Par Value

$ 0.10

Preferred Stock, authorized shares

10,000,000

Preferred Stock, Series A authorized shares

425,000

Preferred Stock, Series A shares issued

398,477

Preferred Stock, Series A shares outstanding

398,477

Common Stock, Par value

$ 0.001

Common Stock, Shares authorized

100,000,000

Common Stock, Series A shares issued

34,139,859

32,625,859

Common Stock, Series A shares outstanding

32,839,859

31,325,859

Statements of Operations (Unaudited) (USD $)

3 Months Ended

6 Months Ended

Jun. 30, 2011

Jun. 30, 2010

Jun. 30, 2011

Jun. 30, 2010

Revenue:

Investment and management services, net

$ 402,975

$ 772,885

$ 981,488

$ 1,039,160

Premium meat products, net

17,990

34,978

Total net revenue

420,965

772,885

1,016,466

1,039,160

Cost of revenue:

Investment and management services

181,822

323,372

389,611

499,094

Premium meat products

88,764

136,400

Total cost of revenue

270,586

323,372

526,011

499,094

Gross profit

150,379

449,513

490,455

540,066

Operating expenses:

General and administrative

529,910

619,297

1,133,293

1,026,125

Selling and marketing

462,430

124,841

745,572

336,257

Total operating expenses

992,340

744,138

1,878,865

1,362,382

Operating loss

(841,961)

(294,625)

(1,388,410)

(822,316)

Other income (expense):

Related parties

(3,627)

(2,500)

(6,127)

(5,000)

Other

(6,029)

(2,500)

(8,529)

(5,788)

Gain on derivative liability

348,162

509,962

Gain (loss) on value of derivative warrants

(1,685)

(4,810)

14,922

(2,775)

Impairment of marketable securities

(142,650)

Gain on sale of marketable securities

7,469

22,470

Related party management fee

112,500

Other income, net

4,399

2,464

5,352

Total

201,647

107,089

394,983

104,289

Net loss

(640,314)

(187,536)

(993,427)

(718,027)

Net loss attributable to noncontrolling interest

(4,957)

(5,547)

Net loss attributable to AMHC

(635,357)

(187,536)

(987,880)

(718,027)

Net loss

(640,314)

(187,536)

(993,427)

(718,027)

Other comprehensive loss:

Unrealized loss from available for sale securities

66,059

49,537

242,327

(4,649)

Comprehensive loss

(574,255)

(137,999)

(751,100)

(722,676)

Comprehensive loss attributable to noncontrolling interest

(4,957)

(5,547)

Comprehensive loss attributable to AMHC

$ (569,298)

$ (137,999)

$ (745,553)

$ (722,676)

Net loss per share - basic and diluted

$ (0.02)

$ 0

$ (0.03)

Weighted average number of common shares outstanding - basic and diluted

32,835,090

29,589,859

32,443,318

28,233,359

Document and Entity Information (USD $)

6 Months Ended

Jun. 30, 2011

Aug. 01, 2011

Document And Entity Information

Entity Registrant Name

Accredited Members Holding Corp

Entity Central Index Key

0001388132

Document Type

10-Q

Document Period End Date

Jun. 30, 2011

Amendment Flag

false

Current Fiscal Year End Date

--12-31

Is Entity a Well-known Seasoned Issuer?

Is Entity a Voluntary Filer?

Is Entity's Reporting Status Current?

Yes

Entity Filer Category

Smaller Reporting Company

Entity Public Float

$ 28,564,000

Entity Common Stock, Shares Outstanding

32,839,859

Document Fiscal Period Focus

Document Fiscal Year Focus

2011

Notes Payable

6 Months Ended

Jun. 30, 2011

Notes to Financial Statements

Notes Payable

Convertible notes:

Promissory notes:

Income Taxes

6 Months Ended

Jun. 30, 2011

Notes to Financial Statements

Income Taxes

Commitments and Contingencies

6 Months Ended

Jun. 30, 2011

Notes to Financial Statements

Commitments and Contingencies

License agreement:

Contingencies:

Statements of Cash Flows (Unaudited) (USD $)

6 Months Ended

Jun. 30, 2011

Jun. 30, 2010

Cash flows from operating activities

Net loss

$ (993,427)

$ (718,027)

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization expense

54,519

36,484

Amortization of debt discount

1,840

Stock-based compensation expense

91,125

216,636

Gain on sale of marketable securities, net

(18,407)

Gain on conversion of debt security to marketable security

(5,760)

Impairment on marketable securities

142,650

(Gain) loss on value of derivative warrants

(14,922)

2,775

Gain on value of derivative liability

(509,962)

Bad debt expense

5,000

4,000

Accretion of discount on debt securities

(948)

(3,267)

Changes in operating assets and liabilities, net of business acquisition:

Accounts receivable

125,625

(6,533)

Prepaid expenses and other

(29,271)

57,370

Inventory

(17,046)

Accounts payable

230,805

23,219

Accrued expenses

(170,430)

124,742

Deferred revenue

(327,175)

(619,725)

Deferred rent liability

3,560

Net cash used in operating activities

(1,432,224)

(882,326)

Cash flows from investing activities

Purchase of debt and equity securities

(30,000)

(70,100)

Sale of investment securities

70,306

Cash acquired from AAEX acquisition

11,494

Purchase of property and equipment

(11,812)

(21,377)

Net cash provided by (used in) investing activities

28,494

(79,983)

Cash flows from financing activities

Proceeds from exercise of warrants

2,000

Proceeds from issuance of notes payable

417,500

Proceeds from issuance of common stock

757,000

720,000

Proceeds from sale of subsidiary stock

110,000

Net cash provided by financing activities

1,284,500

722,000

Net decrease in cash

(119,230)

(240,309)

Cash, beginning

511,626

564,883

Cash, ending

392,396

324,574

Supplemental disclosure of cash flow information

Cash paid for interest

5,545

5,000

Supplemental disclosure of non-cash investing and financing activities

Increase in investments and deferred revenue

388,500

993,500

Conversion of debt securities to marketable securities

41,278

Conversion of notes payable to common stock

37,500

Common stock issued in connection with AAEX merger

12,494

Issuance of shares for subscription receivable

30,000

Reclassification of assets held for sale to property and equipment

$ 0

$ 14,336

Derivative Liability

6 Months Ended

Jun. 30, 2011

Notes to Financial Statements

Derivative Liability

The Company follows the guidance found in Codification topic, ASC 815-40, “Derivative and Hedging, Contracts in Entity’s Own Equity.” This topic specifies that a contract that would otherwise meet the definition of a derivative but is both (a) indexed to the Company’s own stock and (b) classified in equity in the balance sheet would not be considered a derivative financial instrument. ASC 815-40-15 provides a two-step model to be applied in determining whether a financial instrument or an embedded feature is indexed to an issuer’s own stock and able to qualify for the scope exception. The Company determined the Series A preferred stock issued for the acquisition of WWPP contained an embedded conversion features that requires liability classification. Liability classification is required because these conversion provisions are not indexed to the Company’s own stock. The fair value of the embedded conversion feature at June 30, 2011 and December 31, 2010, was $197,038 and $707,000, respectively. The change in the fair value of the embedded conversion feature of $509,962 was recognized as a gain on value of derivatives on the consolidated statements of operations.