ITEM 1. Business
Overview of the Company
We were incorporated in the state of Nevada on April 23, 2010. We were originally focused on developing and marketing a web-based interactive fundraising program. Our head offices are currently located at: 1000 5th Street, #208, Miami Beach, FL 33139. Our telephone number is 1-305-704-3273.
We have determined that we cannot continue with our business operations as outlined in our original business plan because of a lack of financial results and resources; therefore, although we may return to our intended business operations at a later date, we have redirected our focus towards identifying and pursuing options regarding the development of a new business plan and direction. We intend to explore various business opportunities that have the potential to generate positive revenue, profits and cash flow in order to financially accommodate the costs of being a publicly held company. However, we cannot assure you that there will be any other business opportunities available, or of the nature of any business opportunity that we may find, or of the financial resources required of any possible business opportunity.
General
We have minimal operating costs and expenses at the present time due to our limited business activities. We may, however, be required to raise additional capital over the next twelve months to meet our current administrative expenses, and we may do so in connection with or in anticipation of possible acquisition transactions. This financing may take the form of additional sales of our equity securities and/or loans from our directors. There is no assurance that additional financing will be available, if required, or on terms favorable to us.
We are not currently engaging in any product research and development and have no plans to do so in the foreseeable future.
We have no present plans to purchase or sell any plant or significant equipment.
The Company does not have any patents, trademarks, licenses, or franchises.
We are unaware of and do not anticipate having to expend significant resources to comply with any governmental regulations. We have not incurred and do not anticipate incurring any expenses associated with environmental laws.
Other than our two officers (as described below under “Directors, Executive Officers and Corporate Governance”), we do not have any employees. We also have no present plans to add employees although we may do so in the future if we engage in any merger or acquisition transactions.
We have an independent contractor agreement (which we entered into in June 2010) in place with an entity owned and controlled by our former Secretary, Ruthy Navon, who has agreed to assist the Company in connection with the steps required for the Company to become a fully reporting company in the United States and to obtain a listing on the Over-The-Counter-Bulletin Board, pursuant to which we have agreed to pay her a flat fee of $3,000. Ms. Navon currently assists various companies which have operations, assets and officers and Directors located in Israel who desire to go public and become reporting companies in the United States. She previously lived in Israel and was referred to the Company’s management by her pre-existing relationships in Israel. Ms. Navon assisted the Company in connection with engaging United States legal counsel, independent auditors, the opening of bank accounts and with obtaining a principal office location in the United States. Ms. Navon also serves as a liaison between the Company’s officers and Directors in Israel and the Company’s attorneys and auditors located in the United States. Ms. Navon has also assisted and advised the Company’s officers and Directors with information from her prior experience with publicly reporting companies in the United States, and the steps, timing and process to become publicly traded in the United States, as well as providing suggestions to the Company’s management (based on her prior public company experience) on the terms of the Company’s prior private placement offering and the capital structure of the Company. Ms. Navon also served as the Company’s Secretary until June 2010, so that she could enter into agreements for and open a bank account for the Company, as its other officers and Directors are residents of and reside in Israel. Ms. Navon does not own any interest, contingent or otherwise in the Company, other than her right to receive $3,000 as provided above. Ms. Navon’s biographical information is disclosed below under “Directors, Executive Officers and Corporate Governance.”
Recent Events
On January 25, 2012, the Company entered into an extinguishment of debt agreement with Ruthy Navon (related-party). The agreement extinguishes all debt, including interest payable, due to Ruthy Navon. The total of debt extinguished was $48,365.
On March 31, 2012, a related party made a loan of $5,562 to the Company. The amount does not bear interest and is due on demand.
On March 13, 2012, we filed an amendment to our Articles of Incorporation (the “Amended Articles”) with the Secretary of the State of Nevada, pursuant to which we changed our name from Income Now Consulting to ACM Corporation. We had been engaged in discussions with ACM Corporation, a Bahamas corporation (“ACM”), regarding a possible business combination involving the two companies. However, such discussions have subsequently terminated. We changed our name to facilitate these discussions. Since the parties have determined not to proceed with a business combination, we may change our name back to Income Now Consulting or adopt another name.
The Company’s Board of Directors declared an 18.66-for-1 forward stock split on the Company’s common stock in the form of a dividend, with a record date of March 9, 2012, a payment date of March 22, 2012, an ex-dividend date of March 23, 2012, and a due bill redeemable date of March 27, 2012. The stock split entitled each shareholder as of the record date to receive 17.66 additional shares of common stock for each one share owned. Additional shares issued as a result of the stock split were distributed on the payment date. The accompanying financial statements reflect the forward stock split on a retroactive basis.
ITEM 1A.
ITEM 1A. Risk Factors
Because we are a “smaller reporting company” as that term is defined by the SEC, we are not required to present risk factors at this time.
ITEM 1B.
ITEM 1B. Unresolved Staff Comments
None.
ITEM 2.
ITEM 2. Properties
Our President provides office space for our principal executive office in his home, at no change to US.
We believe that our office space and facilities are sufficient to meet our present needs and do not anticipate any difficulty securing alternative or additional space, as needed, on terms acceptable to us.
ITEM 3.
ITEM 3. Legal Proceedings
From time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business. We are not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition or results of operations. We may become involved in material legal proceedings in the future.
ITEM 4.
ITEM 4. Mine Safety Disclosures
Not applicable.
PART II
ITEM 5.
ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
In January 2011, we obtained quotation for our common stock on the Over-The-Counter Bulletin Board (“OTCBB”) (currently under the symbol ACMA.OB); however, there is currently no market for our common stock, and no shares of our common stock have traded on the OTCBB to date.
The Company's common stock is considered a "penny stock" as defined in the Commission's rules promulgated under the Exchange Act (the “Rules”). The Commission's rules regarding penny stocks impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally persons with net worth in excess of $1,000,000, exclusive of their residence, or an annual income exceeding $200,000 or $300,000 jointly with their spouse). For transactions covered by the rules, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser's written agreement to the transaction prior to the sale. Thus the Rules affect the ability of broker-dealers to sell the Company's shares should they wish to do so because of the adverse effect that the Rules have upon liquidity of penny stocks. Unless the transaction is exempt under the Rules, under the Securities Enforcement Remedies and Penny Stock Reform Act of 1990, broker-dealers effecting customer transactions in penny stocks are required to provide their customers with (i) a risk disclosure document; (ii) disclosure of current bid and ask quotations if any; (iii) disclosure of the compensation of the broker-dealer and its sales personnel in the transaction; and (iv) monthly account statements showing the market value of each penny stock held in the customer's account. As a result of the penny stock rules, the market liquidity for the Company's securities may be severely adversely affected by limiting the ability of broker-dealers to sell the Company's securities and the ability of purchasers of the securities to resell them.
Holders of Our Common Stock
As of October 10, 2013, we had approximately 24 registered shareholders.
Dividends
Since inception we have not paid any dividends on our common stock. We currently do not anticipate paying any cash dividends in the foreseeable future on our common stock. Although we intend to retain our earnings, if any, to finance the expansion and growth of our business, our Board of Directors will have the discretion to declare and pay dividends in the future.
Payment of dividends in the future will depend upon our earnings, capital requirements, and other factors that our Board of Directors may deem relevant.
There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where after giving effect to the distribution of the dividend:
1. We would not be able to pay our debts as they become due in the usual course of business, or;
2. Our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.
Securities Authorized for Issuance under Equity Compensation Plans
None.
Recent Sales of Unregistered Securities
None.
Item 6.
Item 6. Selected Financial Data
Not applicable.
Item 7.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with our financial statements.
Plan of Operation
We were incorporated on April 23, 2010. We were originally focused on developing and marketing a web-based interactive fundraising program.
We have determined that we cannot continue with our business operations as outlined in our original business plan because of a lack of financial results and resources; therefore, although we may return to our intended business operations at a later date, we have redirected our focus towards identifying and pursuing options regarding the development of a new business plan and direction. We intend to explore various business opportunities that have the potential to generate positive revenue, profits and cash flow in order to financially accommodate the costs of being a publicly held company. However, we cannot assure you that there will be any other business opportunities available, or of the nature of any business opportunity that we may find, or of the financial resources required of any possible business opportunity.
We have minimal operating costs and expenses at the present time due to our limited business activities. We may, however, be required to raise additional capital over the next twelve months to meet our current administrative expenses. There is no assurance that additional financing will be available, if required, or on terms favorable to us.
Results of Operations for the Year Ended May 31, 2013, Compared to the Year Ended May 31, 2012
We had no revenues for the year ended May 31, 2013, or for the year ended May 31, 2012. The Company is currently in the development stage of its business development and has had only limited operations to date. We do not anticipate earning revenues until we are able to successfully complete and market our interactive fundraising program.
Our total operating expenses for the year ended May 31, 2013 were $25,955, compared to total operating expenses for the year ended May 31, 2012, of $35,591, a decrease of $9,636 from the prior period. The reason for the decrease in expenses was due to a $6,554 decrease in professional fees, to $25,688 for the year ended May 31, 2013, compared to $32,242 for the year ended May 31, 2012, and a $3,082 decrease in general and administrative expenses to $267 for the year ended May 31, 2013, compared to $3,349 for the year ended May 31, 2012. The higher expenses in the year ended May 31, 2012, were due to costs associated with financial reporting and public filings.
We had a net loss of $27,851for the year ended May 31, 2013, compared to a net loss of $36,295 for the year ended May 31, 2012.
We anticipate our operating expenses will increase if we develop a new business plan or pursue other business opportunities.
Liquidity and Capital Resources
We raised $400 from the sale of stock to our officers and Directors and $40,200 through a private placement to 37 non-affiliated investors, pursuant to which in May 2010, we sold an aggregate of 15,002,640 shares of our common stock for aggregate consideration of $40,200 ($0.003 per share) to 37 offshore investors.
At May 31, 2013, we had total assets, consisting solely of cash, of $146.
At May 31, 2013, we had total liabilities of $33,418, consisting of related party payables of $31,222, , interest payable of $1,896, and accounts payable of $300.
At May 31, 2013, we had a working capital deficit of $33,272.
We had net cash used in operating activities of $25,655 for the year ended May 31, 2013, which included $27,851 of net loss.
We had net cash provided by financing activities of $25,660 for the year ended May 31, 2013 from related party loans.
On July 31, 2011, the Company entered into a Promissory Note with Ruthy Navon (the Company’s prior Secretary and Promoter, who the Company is party to a Consulting Agreement with, as described above). The Promissory Note evidences $17,605 loaned to the Company by Ms. Navon, bears interest at the rate of 12% per annum and is due and payable on August 15, 2011. The Promissory Note was forgiven and contributed to capital along with other liabilities totaling $48,365 in 2012.
We have never had any income from operations.
We have minimal operating costs and expenses at the present time due to our limited business activities. We may, however, be required to raise additional capital over the next twelve months to meet our current administrative expenses, and we may do so in connection with or in anticipation of possible acquisition transactions. This financing may take the form of additional sales of our equity securities and/or loans from our directors. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.
There are no assurances that we will be able to obtain further funds required for our continued operations. We will pursue various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will be unable to conduct our operations as planned, and we will not be able to meet our other obligations as they become due. In such event, we will be forced to scale down or perhaps even cease our operations.
GOING CONCERN
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States, which contemplate continuation of the Company as a going concern. However, the Company has not generated revenues since inception and has an accumulated deficit of $122,237 as of May 31, 2013. The Company currently has limited liquidity and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. These factors raise substantial doubt about the Company’s ability to continue as a going concern.
Management anticipates that the Company will be dependent, for the near future, on additional investment capital, primarily from its shareholders, to fund operating expenses. The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).
Item 8.
Item 8. Financial Statements and Supplementary Data
REPORT OF REGISTERED INDEPENDENT AUDITORS
To the Board of Directors and Stockholders
of ACM Corporation (fka Income Now Consulting)):
We have audited the accompanying balance sheetsof ACM Corporation (fka Income Now Consulting)(a Nevada corporation in the development stage) as of May 31, 2013 and 2012, and the related statements of operations, stockholders’ equity, and cash flows for the years ended May 31, 2013 and2012, and from inception (April 23, 2010) throughMay 31, 2013. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of ACM Corporation (fka Income Now Consulting). as of May 31, 2013 and2012, and the results of its operations and its cash flows for the years ended May 31, 2013 and 2012, and from inception (April 23, 2010) through May 31, 2013, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company is in the development stage, and has not established any source of revenue to cover its operating costs. As such, it has incurred an operating loss since inception. Further, as of as May 31, 2013, the cash resources of the Company were insufficient to meet its planned business objectives. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan regarding these matters is also described in Note 2 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Respectfully submitted,
/s/ Weinberg & Baer LLC
Weinberg & Baer LLC
Baltimore, Maryland
August 1, 2013
ACM Corp.
(A Development Stage Company)
Notes to Financial Statements
May 31, 2013 and 2012
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business
ACM Corporation, (the Company) was incorporated in the State of Nevada on April 23, 2010. The Company is engaged in offering an interactive web based fund raising program designed for non-profit organizations, schools and clubs. The Company changed its name on March 13, 2012, and was formerly known as Income Now. The Company has no revenues to date and limited operations and is accordingly classified as a development stage company.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Accounting Basis
The basis is accounting principles generally accepted in the United States of America. The Company has adopted a May 31 fiscal year end.
Cash and Cash Equivalents
For purposes of the Statement of Cash Flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.
Impairment of Long-Lived Assets
The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.
Revenue Recognition
The Company currently has no source of revenues. The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.
Stock-based compensation
As of May 31, 2013, the Company has not issued any share-based payments to its employees. The Company has adopted ASC 718 using the modified prospective method. Under this transition method, stock compensation expense includes compensation expense for all stock-based compensation awards granted on or after January 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of ASC 718.
Basic (Loss) per Common Share
Basic (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of May 31, 2013 and 2012.
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Income Taxes
The Company provides for income taxes under ASC 740 which requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse.
ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.
The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate of 34% to the net loss before provision for income taxes for the following reasons:
Net deferred tax assets consist of the following components as of:
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of $122,237 for federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.
Recent Accounting Pronouncements
The Company’s management has evaluated the recently issued accounting pronouncements through the filing date of these financial statements and has determined that the application of these pronouncements will have no material impact on the Company’s financial position and results of operations.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking
NOTE 2 - GOING CONCERN (CONTINUED)
equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE 3 - RELATED PARTY PAYABLES
Various expenses of the Company, including general and administrative expenses and professional fees, have been paid for or made by a related party. On January 25, 2012, the Company entered into an extinguishment of debt agreement with Ruthy Navon (related-party). The agreement extinguishes all debt, including interest payable, due to Ruthy Navon. The debt of $48,365 was converted to contributed capital.
On March 31, 2012, a related party deposited $5,562 into the company. The liability does not accrue interest and is due on demand.
As of May 31, 2013 the Company owed $25,660 to Directors, officers, and principal stockholders of the Company for working capital loans. The loans are unsecured, bear interest of 12% per annum, and due on demand.
NOTE 4 - COMMON STOCK
During the period ended May 31, 2010 the Company issued 804,000 shares at $0.05 per share for cash.
The Company’s Board of Directors declared an 18.66-for-1 forward stock split on the Company’s common stock in the form of a dividend, with a record date of March 9, 2012, a payment date of March 22, 2012, an ex-dividend date of March 23, 2012, and a due bill redeemable date of March 27, 2012. The stock split entitles each shareholder as of the record date to receive 17.66 additional shares of common stock for each one share owned. Additional shares issued as a result of the stock split will be distributed on the payment date. The accompanying financial statements reflect the forward stock split on a retroactive basis.
NOTE 5 - SUBSEQUENT EVENTS
In accordance with ASC 855 Company management reviewed all material events through the date these financial statements were filed and there are no additional material subsequent events to report.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
On August 18, 2011, the Board of Directors of the Company dismissed GBH CPAs, PC, its independent registered public accounting firm. On the same date, August 18, 2011, the accounting firm of Weinberg & Baer LLC, was engaged as the Company's new independent registered public accounting firm. The Board of Directors of the Company approved of the dismissal of GBH CPAs, PC and the engagement of Weinberg & Baer LLC, as its independent auditor. The report of GBH CPAs, PC on the Company's financial statements for the period from April 23, 2010 (inception) through May 31, 2010 did not contain an adverse opinion or disclaimer of opinion, nor was qualified or modified as to uncertainty, audit scope or accounting principles, except that the Company's audited financial statements for the fiscal year ended May 31, 2010, contained a going concern qualification in the Company's audited financial statements.
During the period from April 23, 2010 (inception) through May 31, 2010 and the subsequent interim periods thereto, there were no disagreements with GBH CPAs, PC, whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to GBH CPAs, PC's satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its report on the Company's financial statements.
The Company has requested that GBH CPAs, PC furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. Such letter is incorporated by reference in this filing, as Exhibit 16.1.
On August 18, 2011, the Company engaged Weinberg & Baer LLC, as its independent accountant. During the two most recent fiscal years and the interim periods preceding the engagement, the Company has not consulted Weinberg & Baer LLC, regarding any of the matters set forth in Item 304(a)(1)(v) and 304(a)(2)(i) and (ii) of Regulation S-K.
Item 9A.
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
Our Chief Executive Officer and Principal Financial Officer, after evaluating the effectiveness of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Annual Report on Form 10-K (the "Evaluation Date"), has concluded that as of the Evaluation Date, our disclosure controls and procedures were not effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure, due to a lack of segregation of duties and no audit committee, as discussed below in Management’s Annual Report on Internal Control over Financial Reporting.
As resources become available to the Company, we plan to begin to hire sufficient employees to maintain adequate internal controls to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
	
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining an adequate system of internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Under the supervision and with the participation of our President and Chief Executive Officer (our principal executive officer, principal accounting officer and principal financial officer), we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this report (the “Evaluation Date”). Based on this evaluation, our Chief Executive and Interim Chief Financial Officer concluded, as of the Evaluation Date, that our disclosure controls and procedures were not effective because of the identification of what might be deemed a material weakness in our internal control over financial reporting which is identified below.
Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes of accounting principles generally accepted in the United States. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. In evaluating the effectiveness of our internal control over financial reporting, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on this evaluation, our sole officer concluded that, during the period covered by this annual report, our internal controls over financial reporting were not operating effectively. Management did not identify any material weaknesses in our internal control over financial reporting as of the Evaluation Date; however, it has identified the following deficiencies that, when aggregated, may possibly be viewed as a material weakness in our internal control over financial reporting as of that date:
1. We do not have an audit committee. While we are not currently obligated to have an audit committee, including a member who is an “audit committee financial expert,” as defined in Item 407 of Regulation S-K, under applicable regulations or listing standards; however, it is management’s view that such a committee is an important internal control over financial reporting, the lack of which may result in ineffective oversight in the establishment and monitoring of internal controls and procedures.
2. We did not maintain proper segregation of duties for the preparation of our financial statements. We currently only have two interim officers overseeing all transactions. This has resulted in several deficiencies including the lack of control over preparation of financial statements, and proper application of accounting policies:
As a smaller reporting company, we are not required to include in this Annual Report an attestation report of our registered public accounting firm regarding internal control over financial reporting.
	
Changes in internal control over financial reporting.
There were no changes in our internal control over financial reporting during our most recent fiscal quarter that materially affected, or were reasonably likely to materially affect, our internal control over financial reporting.
Item 9B.
Item 9B. Other Information
None.
Part III
Item 10.
Item 10. Directors, Executive Officers and Corporate Governance
All Directors of our Company hold office until the next annual meeting of the shareholders or until their successors have been elected and qualified. The executive officers of our Company are appointed by our Board of Directors and hold office until their death, resignation or removal from office. Our Directors and executive officers, their ages, positions held, and duration as such, are as follows:
Business Experience:
The following is a brief account of the education and business experience of each Director and executive officer, indicating each person's business experience, and the name and principal business of the organization by which they were employed.
Mr. Gregory E. Bloom
Mr. Bloom has been since April 2008 the President and Founder of Shambala Sports and Entertainment, a full service management company that provides clients with career guidance and media coverage. From November 2010 to January 2012, Mr. Bloom was a partner at the law firm of Goldstein & Bloom, PLLC. From January 2012 to present, Mr. Bloom has been a lawyer at ChaseLawyers, a sports, entertainment and intellectual property law firm. Prior to this, Mr. Bloom worked on Wall Street from August 1995 to June 2003 as an investment advisor (stockbroker) and trader. Mr. Bloom earned his B.A. from the University of Florida in 1994 and earned his J.D. from Florida International University in 2006.
Promoters:
Ruthy Navon, because of her relationship to the Company and as a result of the Independent Contractor Agreement she entered into with the Company, through the entity which she controls, is considered a “promoter” of the Company. Ms. Navon’s biographical information is described below:
Ruthy Navon
Ms. Navon received a Bachelor of Arts in Economics, Business and Communications in 2003 from the Israel English College. Ms. Navon currently operates a consulting company, NR Consulting Services, which she helped form in 1999, pursuant to which she consults with Israeli companies and provides such companies management consulting, planning and organizational and development services, including assisting such companies with going public in the United States. Ms. Navon also owns and operates Yearbook Alive Software Company an online seller of yearbook software.
Family Relationships
There are no family relationships among our Directors or executive officers.
Involvement in Certain Legal Proceedings
Our Directors, executive officers and promoters have not been involved in any of the following events during the past ten years:
1. any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
2. any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences);
3. being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; or
4. being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
Committees of the Board
Our Company currently does not have nominating, compensation or audit committees or committees performing similar functions nor does our Company have a written nominating, compensation or audit committee charter. Our Directors believe that it is not necessary to have such committees, at this time, because the functions of such committees can be adequately performed by the Board of Directors.
Our Company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for Directors. The Board of Directors believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our Company does not currently have any specific or minimum criteria for the election of nominees to the Board of Directors and we do not have any specific process or procedure for evaluating such nominees. The Board of Directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.
A shareholder who wishes to communicate with our Board of Directors may do so by directing a written request addressed to our President and Director, Mr. Gregory E. Bloom, at the address appearing on the first page of this filing.
Audit Committee Financial Expert
Our Board of Directors has determined that we do not have a board member that qualifies as an "audit committee financial expert" as defined in Item 407(D)(5) of Regulation S-K, nor do we have a Board member that qualifies as "independent" as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(14) of the FINRA Rules.
We believe that our Board of Directors is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The Board of Directors of our Company does not believe that it is necessary to have an audit committee because management believes that the functions of an audit committee can be adequately performed by the Board of Directors. In addition, we believe that retaining an independent Director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the stage of our development and the fact that we have not generated any positive cash flows from operations to date.
Risk Oversight
Effective risk oversight is an important priority of the Board of Directors. Because risks are considered in virtually every business decision, the Board of Directors discusses risk throughout the year generally or in connection with specific proposed actions. The Board of Directors’ approach to risk oversight includes understanding the critical risks in the Company’s business and strategy, evaluating the Company’s risk management processes, allocating responsibilities for risk oversight among the full Board of Directors, and fostering an appropriate culture of integrity and compliance with legal responsibilities.
CORPORATE GOVERNANCE
The Company promotes accountability for adherence to honest and ethical conduct; endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with the Securities and Exchange Commission (the “SEC”) and in other public communications made by the Company; and strives to be compliant with applicable governmental laws, rules and regulations. The Company has not formally adopted a written code of business conduct and ethics that governs the Company’s employees, officers and Directors as the Company is not required to do so.
The Company’s Board of Directors is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of the Company's financial statements and other services provided by the Company’s independent public accountants. The Company’s Chief Executive Officer and Chief Financial Officer reviews the Company's internal accounting controls, practices and policies.
Item 11.
Item 11. Executive Compensation
We have not paid, nor do we owe, any compensation to our executive officers. We have not paid any compensation to our officers since inception.
We have no employment agreements with any of our executive officers or employees.
(1) Issam Abud became President and Director of the Company on April 23, 2010 and was removed effective September 28, 2012.
(2) Gregory E. Bloom became President and Director of the Company on April 8, 2013.
(3) Kenneth Spiegeland became President and Director of the Company on September 28, 2012 and resigned on April 9, 2013.
Options/SAR Grants
Since April 23, 2010 (inception) to the period ended May 31, 2013 we have not granted any stock options or stock appreciation rights to any of our Directors or executive officers.
Compensation of Directors
There are no arrangements pursuant to which Directors are or will be compensated in the future for any services provided as a Director.
Long-Term Incentive Plans and Awards
We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance. No individual grants or agreements regarding future payouts under non-stock price-based plans have been made to any executive officer or any Director or any employee or consultant since our inception; accordingly, no future payouts under non-stock price-based plans or agreements have been granted or entered into or exercised by any of the officers or Directors or employees or consultants since we were founded.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and related Stockholder Matters
The following table sets forth, as of October 10, 2013, certain information with respect to the beneficial ownership of our common stock by each shareholder known by us to be the beneficial owner of more than 5% of our common stock and by our current Directors and executive officers. The shareholders have sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.
(¹) Based on 89,642,640 shares of our common stock outstanding as of October 10, 2013.
Changes in Control
We are unaware of any contract, or other arrangement or provision of our Articles of Incorporation or Bylaws, the operation of which may at a subsequent date result in a change of control of our Company.
Item 13.
Item 13. Certain relationships and related Transactions, and Director Independence
In April 2010, we sold 37,320,000 shares of common stock each to Issam Abud and Sabrein Mari (74,640,000 shares total), our President and Director and Treasurer and Director, respectively, in consideration for $200 each ($400 total) or $0.00001 per share.
In June 2010, we entered into an independent contractor agreement with an entity owned and controlled by our then Secretary, Ruthy Navon, who has agreed to assist the Company in connection with the steps required for the Company to obtain a listing on the Over-The-Counter-Bulletin Board, pursuant to which we have agreed to pay a flat fee of $3,000.
On July 31, 2011, the Company entered into a Promissory Note with Ruthy Navon (the Company’s prior Secretary and Promoter, who the Company is party to a Consulting Agreement with, as described above). The Promissory Note evidences $17,605 loaned to the Company by Ms. Navon, bears interest at the rate of 12% per annum and is due and payable on August 15, 2011. The Promissory Note was subsequently repaid in full.
On January 25, 2012, the Company entered into an extinguishment of debt agreement with Ruthy Navon (related-party). The agreement extinguishes all debt, including interest payable, due to Ruthy Navon. The total of debt extinguished was $48,365.
Other than as provided above, we have not entered into any transaction nor are there any proposed transactions in which any of our Directors, executive officers, shareholders or any member of the immediate family of any of the foregoing had or is to have a direct or indirect material interest.
Review, Approval and Ratification of Related Party Transactions
Given our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or ratification of transactions, such as those described above, with our executive officers, Directors and significant stockholders. However, all of the transactions described above were approved and ratified by Directors. In connection with the approval of the transactions described above, our Directors, took into account several factors, including their fiduciary duties to the Company; the relationships of the related parties described above to the Company; the material facts underlying each transaction; the anticipated benefits to the Company and related costs associated with such benefits; whether comparable products or services were available; and the terms the Company could receive from an unrelated third party.
We intend to establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional Directors, so that such transactions will be subject to the review, approval or ratification of our Board of Directors, or an appropriate committee thereof. On a moving forward basis, our Directors will continue to approve any related party transaction based on the criteria set forth above.
Director Independence
The Company’s Directors are not independent as the Company is not required to maintain independent Directors at this time. Furthermore, the Over-The-Counter Bulletin Board, where the Company hopes to quote its common stock does not require that quoted companies maintain independent Directors. The Company will seek to appoint independent Directors, if and when it is required to do so.
Item 14.
Item 14. Principal Accounting Fees and Services
Effective August 18, 2011, the Company engaged Weinberg & Baer LLC as the Company’s independent auditor, who audited the consolidated financial statements of the Company for the fiscal years ended May 31, 2013 and 2012.
Following is a summary of the fees expensed relating to professional services rendered by the principal accountants for the fiscal years ended May 31, 2013 and 2012:
Part IV
Item 15.
Item 15. Exhibits, Financial Statement Schedules
(1) Filed as exhibits to the Company’s Registration Statement on Form S-1, filed with the Commission on July 6, 2010, and incorporated herein by reference.
(2) Filed as an exhibit to the Company’s Current Report on Form 8-K, filed with the Commission on March 26, 2012, and incorporated herein by reference.
(3) Filed as an exhibit to the Company’s Registration Statement on Form S-1/A, filed with the Commission on October 8, 2010, and incorporated herein by reference.
(4) Filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2011, filed with the Commission on September 7, 2011, and incorporated herein by reference.
(5) Filed as an exhibit to the Company’s Current Report on Form 8-K, filed with the Commission on August 29, 2011, and incorporated herein by reference.
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized.
ACM CORPORATION
DATED: October 14, 2013 By: /s/ Gregory E. Bloom
Gregory E. Bloom
President, Treasurer
(Principal Executive Officer,
Principal Accounting Officer and
Principal Financial Officer),
and Director
In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.