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EX-5.1 - OPINION OF ANSLOW & JACLIN, LLP - US VR Global.com Inc.fs1a1ex5i_aceconsult.htm
EX-23.1 - CONSENT OF LI & COMPANY, PC - US VR Global.com Inc.fs1a1ex23i_aceconsult.htm


 
==================================
AMENDMENT NO.1 TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
==================================
 
ACE CONSULTING MANAGEMENT, INC.
(Exact Name of Registrant as specified in its Charter)

Delaware
 
9995
 
98-0407797
(State or other Jurisdiction of Incorporation)
 
(Primary Standard Industrial Classification Code)
 
(IRS Employer Identification No.)
 
923 E. Valley Blvd, Suite 103B
San Gabriel, CA 91776
Tel.: (626) 307-2273
 (Address and Telephone Number of Registrant’s Principal
Executive Offices and Principal Place of Business)

 (Name, Address and Telephone Number of Agent for Service)
 
Copies of communications to:
Gregg E. Jaclin, Esq.
Anslow & Jaclin, LLP
195 Route 9 South, Suite204
Manalapan, NJ 07726
Tel. No.: (732) 409-1212
 Fax No.: (732) 577-1188
 
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x
 
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration Statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.o
 
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer
o
Accelerated filer
o
Non-accelerated filer
o
Smaller reporting company
x
 
 
                                                                                                                                       
CALCULATION OF REGISTRATION FEE
 
Title of Each Class Of Securities to be Registered
 
Amount to be
Registered
   
Proposed Maximum
Aggregate
Offering Price
per share
   
Proposed Maximum
Aggregate
Offering Price
   
Amount of
Registration fee
 
                         
Common Stock, $0.0001 par value per share
   
480,000
   
$
0.05
   
$
24,000
   
$
1.71
 

(1) This Registration Statement covers the resale by our selling shareholders of up to 480,000 shares of common stock previously issued to such selling shareholders.

(2) The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(o). Our common stock is not traded on any national exchange and in accordance with Rule 457; the offering price was determined by the price of the shares that were sold to our shareholders in a private placement memorandum. The price of $0.05 is a fixed price at which the selling security holders may sell their shares until our common stock is quoted on the OTCBB at which time the shares may be sold at prevailing market prices or privately negotiated prices. There can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority, which operates the OTC Bulletin Board, nor can there be any assurance that such an application for quotation will be approved.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SUCH SECTION 8(a), MAY DETERMINE.
 
The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission (“SEC”) is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.



The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective.  This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

Subject to completion, dated  October _, 2010

ACE CONSULTING MANAGEMENT, INC.

480,000  SHARES OF COMMON STOCK
 
The selling security holders named in this prospectus are offering all of the shares of common stock offered through this prospectus.  We will not receive any proceeds from the sale of the common stock covered by this prospectus.

Our common stock is presently not traded on any market or securities exchange. The selling security holders have not engaged any underwriter in connection with the sale of their shares of common stock.  Common stock being registered in this registration statement may be sold by selling security holders at a fixed price of $0.05 per share until our common stock is quoted on the OTC Bulletin Board (“OTCBB”) and thereafter at a prevailing market prices or privately negotiated prices or in transactions that are not in the public market. There can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority (“FINRA”), which operates the OTCBB, nor can there be any assurance that such an application for quotation will be approved. We have agreed to bear the expenses relating to the registration of the shares of the selling security holders.

Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 7 to read about factors you should consider before buying shares of our common stock.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
  
 
The Date of This Prospectus is: _______, 2010
 



 
TABLE OF CONTENTS
 

 


 
ITEM 3.  Summary Information, Risk Factors and Ratio of Earnings to Fixed Charges
 
PROSPECTUS SUMMARY
 
This summary highlights selected information contained elsewhere in this prospectus.  This summary does not contain all the information that you should consider before investing in the common stock.  You should carefully read the entire prospectus, including “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Financial Statements, before making an investment decision. In this Prospectus, the terms “Ace Consulting,” “Company,” “we,” “us” and “our” refer to Ace Consulting Management, Inc.
 
We are a shell company. Our business is in a very early stage of development. To date, we have not generated meaningful revenues and our limited assets consist solely of cash. We have one part-time employee. Historically we have not complied with our current reporting requirements under the Securities Exchange Act of 1934 and our auditor has expressed substantial doubt about oue ability to continue as a going concern.
 
Overview

We were incorporated in the State of Delaware in September 2003 as 355, Inc. as a blank check company. In January 2010 we changed our name to Ace Consulting Management, Inc. to reflect our new business operations.

ACE Consulting Management Inc (“ACMI” or the “Company) is a Pacific Rim and U.S. corporate performance consulting firm specialized in corporate competitive growth strategies, performance implementation, profit growth and maximize in shareholder value. ACMI experts will approach issues from client’s prospective. We recommend solutions to provide a comprehensive and integrated business management and expansion strategy and financial advisory on an on-going basis as the business growing and expand. As well as to institute an investor relations program to convey vital corporate messages and good will to the open public. By understanding and identify company’s unique needs and respond with solutions that are creative, integrated, and practical to achieve with ultimate goal.
 
Where You Can Find Us

Our principal executive office is located at 932 E. Valley Blvd, Suite 103B, San Gabriel, CA 91776 and our telephone number is (626) 307-2273.

The Offering

Common stock offered by selling security holders
 
480,000  shares of common stock. This number represents 1.6 % of our current outstanding common stock (1).
     
Common stock outstanding before the offering
 
29,640,000
     
Common stock outstanding after the offering
 
29,640,000 common shares as of October 12 , 2010.
     
Terms of the Offering
 
The selling security holders will determine when and how they will sell the common stock offered in this prospectus.
     
Termination of the Offering
 
The offering will conclude upon the earliest of (i) such time as all of the common stock has been sold pursuant to the registration statement or (ii) such time as all of the common stock becomes eligible for resale without volume limitations pursuant to Rule 144 under the Securities Act, or any other rule of similar effect.
     
Use of proceeds
 
We are not selling any shares of the common stock covered by this prospectus.
     
Risk Factors
 
The Common Stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See “Risk Factors” beginning on page 4.
 
(1)  
Based on 29,640,000 shares of common stock outstanding as of October 12 , 2010.
 
 

 
Summary of Consolidated Financial Information

The following summary financial data should be read in conjunction with “Management’s Discussion and Analysis,” “Plan of Operation” and the Financial Statements and Notes thereto, included elsewhere in this prospectus. The statement of operations and balance sheet data for the years ended December 31, 2009 and December 31, 2008 are derived from our audited financial statements and the unaudited financial information for the six months ended June 30, 2010. The data set forth below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our financial statements and the related notes included in this prospectus.
 
   
For the 6 Months ending
June 30,  2010
 
For the 12 Months ending
December 31, 2009
(audited)
 
For the 12 Months ending
December 31, 2008
(audited)
 
STATEMENT OF OPERATIONS
             
               
Revenues
    6,000     $ --       --  
Cost of Services
    --       --       --  
Professional fees
    15,946       3,250       3,250  
Total Operating Expenses
    1,433,235       3,250       3,250  
Net Loss
    (1,427,235 )     (3,250 )     (3,250 )
 
 
   
As of
June 30, 2010
 
As of
December 31, 2009
 
BALANCE SHEET DATA
         
           
Cash
    49,040       --  
Total Assets
    49,040       --  
Total Liabilities
    1,025       14,400  
Stockholders’ Equity
    49,040       (14,400 )
 
 

 
RISK FACTORS

The shares of our common stock being offered for resale by the selling security holders are highly speculative in nature, involve a high degree of risk and should be purchased only by persons who can afford to lose the entire amount invested in the common stock. Before purchasing any of the shares of common stock, you should carefully consider the following factors relating to our business and prospects. If any of the following risks actually occurs, our business, financial condition or operating results could be materially adversely affected. In such case, you may lose all or part of your investment.  You should carefully consider the risks described below and the other information in this process before investing in our common stock.
 
WE HAVE LIMITED OPERATING HISTORY AND FACE MANY OF THE RISKS AND DIFFICULTIES FREQUENTLY ENCOUNTERED BY DEVELOPMENT STAGE COMPANY.

We are a development stage company, and to date, our development efforts have been focused primarily on the development and marketing of our business model. We have limited operating history for investors to evaluate the potential of our business development. We have not built our customer base and our brand name. In addition, we also face many of the risks and difficulties inherent in gaining market share as a new company:

·        Develop effective business plan;
·        Meet customer standard;
·        Attain customer loyalty;
·        Develop and upgrade our service;

Our future will depend on our ability to bring our service to the market place, which requires careful planning of providing a product that meets customer standards without incurring unnecessary cost and expense.

WE NEED ADDITIONAL CAPITAL TO DEVELOP OUR BUSINESS.

The development of our services will require the commitment of substantial resources to implement our business plan. Currently, we have no established bank-financing arrangements. Therefore, it is likely we would need to seek additional financing through subsequent future private offering of our equity securities, or through strategic partnerships and other arrangements with corporate partners. We have no current plans for additional financing.

We cannot give you any assurance that any additional financing will be available to us, or if available, will be on terms favorable to us. The sale of additional equity securities will result in dilution to our stockholders. The occurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financing covenants that would restrict our operations. If adequate additional financing is not available on acceptable terms, we may not be able to implement our business development plan or continue our business operations.



 
WE MAY INCUR SIGNIFICANT COSTS TO BE A PUBLIC COMPANY TO ENSURE COMPLIANCE WITH U.S. CORPORATE GOVERNANCE AND ACCOUNTING REQUIREMENTS AND WE MAY NOT BE ABLE TO ABSORB SUCH COSTS.

We may incur significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and Exchange Commission. We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly. We also expect that these applicable rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these newly applicable rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs. In addition, we may not be able to absorb these costs of being a public company which will negatively affect our business operations.

THE LACK OF PUBLIC COMPANY EXPERIENCE OF OUR MANAGEMENT TEAM COULD ADVERSELY IMPACT OUR ABILITY TO COMPLY WITH THE REPORTING REQUIREMENTS OF U.S. SECURITIES LAWS.
 
Our management team lacks public company experience, which could impair our ability to comply with legal and regulatory requirements such as those imposed by Sarbanes-Oxley Act of 2002. Our senior management has never had responsibility for managing a publicly traded company. Such responsibilities include complying with federal securities laws and making required disclosures on a timely basis. Our senior management may not be able to implement programs and policies in an effective and timely manner that adequately respond to such increased legal, regulatory compliance and reporting requirements, including the establishing and maintaining internal controls over financial reporting.  Any such deficiencies, weaknesses or lack of compliance could have a materially adverse effect on our ability to comply with the reporting requirements of the Securities Exchange Act of 1934 which is necessary to maintain our public company status. If we were to fail to fulfill those obligations, our ability to continue as a U.S. public company would be in jeopardy in which event you could lose your entire investment in our company. 
 
Risk Related To Our Capital Stock
 
WE MAY NEVER PAY ANY DIVIDENDS TO SHAREHOLDERS.
 
We have never declared or paid any cash dividends or distributions on our capital stock. We currently intend to retain our future earnings, if any, to support operations and to finance expansion and therefore we do not anticipate paying any cash dividends on our common stock in the foreseeable future.
 
The declaration, payment and amount of any future dividends will be made at the discretion of the board of directors, and will depend upon, among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors as the board of directors considers relevant. There is no assurance that future dividends will be paid, and, if dividends are paid, there is no assurance with respect to the amount of any such dividend.  


 
 
OUR ARTICLES OF INCORPORATION PROVIDE FOR INDEMNIFICATION OF OFFICERS AND DIRECTORS AT OUR EXPENSE AND LIMIT THEIR LIABILITY WHICH MAY RESULT IN A MAJOR COST TO US AND HURT THE INTERESTS OF OUR SHAREHOLDERS BECAUSE CORPORATE RESOURCES MAY BE EXPENDED FOR THE BENEFIT OF OFFICERS AND/OR DIRECTORS.  

Our articles of incorporation and applicable Delaware law provide for the indemnification of our directors, officers, employees, and agents, under certain circumstances, against attorney’s fees and other expenses incurred by them in any litigation to which they become a party arising from their association with or activities on our behalf. We will also bear the expenses of such litigation for any of our directors, officers, employees, or agents, upon such person’s written promise to repay us if it is ultimately determined that any such person shall not have been entitled to indemnification. This indemnification policy could result in substantial expenditures by us which we will be unable to recoup.

We have been advised that, in the opinion of the SEC, indemnification for liabilities arising under federal securities laws is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification for liabilities arising under federal securities laws, other than the payment by us of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding, is asserted by a director, officer or controlling person in connection with the securities being registered, we will (unless in the opinion of our counsel, the matter has been settled by controlling precedent) submit to a court of appropriate jurisdiction, the question whether indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The legal process relating to this matter if it were to occur is likely to be very costly and may result in us receiving negative publicity, either of which factors is likely to materially reduce the market and price for our shares, if such a market ever develops.    

THE OFFERING PRICE OF THE COMMON STOCK WAS DETERMINED BASED ON THE PRICE OF OUR PRIVATE OFFERING, AND THEREFORE SHOULD NOT BE USED AS AN INDICATOR OF THE FUTURE MARKET PRICE OF THE SECURITIES. THEREFORE, THE OFFERING PRICE BEARS NO RELATIONSHIP TO OUR ACTUAL VALUE, AND MAY MAKE OUR SHARES DIFFICULT TO SELL.
 
Since our shares are not listed or quoted on any exchange or quotation system, the offering price of $0.05 per share for the shares of common stock was determined based on the price of our private offering. The facts considered in determining the offering price were our financial condition and prospects, our limited operating history and the general condition of the securities market. The offering price bears no relationship to the book value, assets or earnings of our company or any other recognized criteria of value. The offering price should not be regarded as an indicator of the future market price of the securities.

YOU WILL EXPERIENCE DILUTION OF YOUR OWNERSHIP INTEREST BECAUSE OF THE FUTURE ISSUANCE OF ADDITIONAL SHARES OF OUR COMMON STOCK AND OUR PREFERRED STOCK.
 
In the future, we may issue our authorized but previously unissued equity securities, resulting in the dilution of the ownership interests of our present stockholders. We are currently authorized to issue an aggregate of 50,000,000 shares of capital stock consisting of 50,000,000 shares of common stock, par value $0.001 per share, and no shares of preferred stock.

We may also issue additional shares of our common stock or other securities that are convertible into or exercisable for common stock in connection with hiring or retaining employees or consultants, future acquisitions, future sales of our securities for capital raising purposes, or for other business purposes. The future issuance of any such additional shares of our common stock or other securities may create downward pressure on the trading price of our common stock. There can be no assurance that we will not be required to issue additional shares, warrants or other convertible securities in the future in conjunction with hiring or retaining employees or consultants, future acquisitions, future sales of our securities for capital raising purposes or for other business purposes, including at a price (or exercise prices) below the price at which shares of our common stock are currently quoted on the OTCBB.
 
 
 
OUR COMMON STOCK IS CONSIDERED A PENNY STOCK, WHICH MAY BE SUBJECT TO RESTRICTIONS ON MARKETABILITY, SO YOU MAY NOT BE ABLE TO SELL YOUR SHARES.
 
If our common stock becomes tradable in the secondary market, we will be subject to the penny stock rules adopted by the Securities and Exchange Commission that require brokers to provide extensive disclosure to their customers prior to executing trades in penny stocks. These disclosure requirements may cause a reduction in the trading activity of our common stock, which in all likelihood would make it difficult for our shareholders to sell their securities.

Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system). Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. The broker-dealer must also make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit the market price and liquidity of our securities. These requirements may restrict the ability of broker-dealers to sell our common stock and may affect your ability to resell our common stock.

THERE IS NO ASSURANCE OF A PUBLIC MARKET OR THAT OUR COMMON STOCK WILL EVER TRADE ON A RECOGNIZED EXCHANGE. THEREFORE, YOU MAY BE UNABLE TO LIQUIDATE YOUR INVESTMENT IN OUR STOCK.
 
There is no established public trading market for our common stock. Our shares have not been listed or quoted on any exchange or quotation system. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTCBB, nor can there be any assurance that such an application for quotation will be approved or that a regular trading market will develop or that if developed, will be sustained. In the absence of a trading market, an investor may be unable to liquidate their investment.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

The information contained in this report, including in the documents incorporated by reference into this report, includes some statement that are not purely historical and that are “forward-looking statements.” Such forward-looking statements include, but are not limited to, statements regarding our and their management’s expectations, hopes, beliefs, intentions or strategies regarding the future, including our financial condition, results of operations, and the expected impact of the Share Exchange on the parties’ individual and combined financial performance. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “seeks,” “should,” “would” and similar expressions, or the negatives of such terms, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
 
 

 
The forward-looking statements contained in this report are based on current expectations and beliefs concerning future developments and the potential effects on the parties and the transaction. There can be no assurance that future developments actually affecting us will be those anticipated. These that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, including the following forward-looking statements involve a number of risks, uncertainties (some of which are beyond the parties’ control) or other assumptions.

Use of Proceeds

We will not receive any proceeds from the sale of common stock by the selling security holders. All of the net proceeds from the sale of our common stock will go to the selling security holders as described below in the sections entitled “Selling Security Holders” and “Plan of Distribution”.  We have agreed to bear the expenses relating to the registration of the common stock for the selling security holders.

Determination of Offering Price

Since our common stock is not listed or quoted on any exchange or quotation system, the offering price of the shares of common stock was determined by the price of the common stock that was sold to our security holders pursuant to an exemption under Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D promulgated under the Securities Act of 1933.
 
The offering price of the shares of our common stock does not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value. The facts considered in determining the offering price were our financial condition and prospects, our limited operating history and the general condition of the securities market.

Although our common stock is not listed on a public exchange, we will be filing to obtain a listing on the OTCBB concurrently with the filing of this prospectus. In order to be quoted on the OTCBB, a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTC Bulletin Board, nor can there be any assurance that such an application for quotation will be approved.

In addition, there is no assurance that our common stock will trade at market prices in excess of the initial offering price as prices for the common stock in any public market which may develop will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity.

Dilution

The common stock to be sold by the selling shareholders provided in the “Selling Security Holders” section is common stock that is currently issued. Accordingly, there will be no dilution to our existing shareholders.

Selling Security Holders

The common shares being offered for resale by the selling security holders consist of the 480,000 shares of our common stock held by 69 shareholders. Such shareholders include the holders of the 1,210,000 shares sold in our private offering pursuant to Regulation D Rule 506 completed in February 2010 at an offering price of $0.05 and 350,000 shares issued as compensation.
 
The following table sets forth the name of the selling security holders, the number of shares of common stock beneficially owned by each of the selling stockholders as of  October 12 , 2010 and the number of shares of common stock being offered by the selling stockholders. The shares being offered hereby are being registered to permit public secondary trading, and the selling stockholders may offer all or part of the shares for resale from time to time. However, the selling stockholders are under no obligation to sell all or any portion of such shares nor are the selling stockholders obligated to sell any shares immediately upon effectiveness of this prospectus. All information with respect to share ownership has been furnished by the selling stockholders. 
 
 
 
 
Name
 
Shares
Beneficially
Owned Prior
To Offering
   
Shares to be
Offered
   
Amount
Beneficially
Owned After
Offering
   
Percent
Beneficially
Owned After
Offering
 
Nancy Lee
   
110000
     
35,000
     
75,000
     
*
 
Jia Chiu
   
10000
     
3,000
     
7,000
     
*
 
Yu Chiu
   
10000
     
3,000
     
7,000
     
*
 
Tsui-Hua Kuo
   
10000
     
3,000
     
7,000
     
*
 
Henry H. Tung
   
10000
     
3,000
     
7,000
     
*
 
Yi-Hsiang Yeh
   
10000
     
3,000
     
7,000
     
*
 
Larry T.K.Chien & Han Yu Chien
   
20000
     
6,000
     
14,000
     
*
 
Lei Huang
   
10000
     
3,000
     
7,000
     
*
 
Yang Xiao
   
10000
     
3,000
     
7,000
     
*
 
Grace T.Ko
   
10000
     
3,000
     
7,000
     
*
 
Jack K.C. Sung
   
10000
     
3,000
     
7,000
     
*
 
Julie Shih
   
10000
     
3,000
     
7,000
     
*
 
Mu Chuan Hsiao
   
10000
     
3,000
     
7,000
     
*
 
Pei Chuan Chou
   
10000
     
3,000
     
7,000
     
*
 
Byron Head
   
10000
     
3,000
     
7,000
     
*
 
Cheng Fang S. Tung
   
10000
     
3,000
     
7,000
     
*
 
Khing Hoo Thio
   
10000
     
3,000
     
7,000
     
*
 
Ming Mei Lin
   
10000
     
3,000
     
7,000
     
*
 
Hong Huang
   
10000
     
3,000
     
7,000
     
*
 
Christopher Y.Tung & Henry H Tung
   
10000
     
3,000
     
7,000
     
*
 
Kenneth Lee
   
10000
     
3,000
     
7,000
     
*
 
Michael N.C.Wong
   
10000
     
3,000
     
7,000
     
*
 
Francis Y. Chi
   
10000
     
3,000
     
7,000
     
*
 
Chi Ming Chen
   
200000
     
50,000
     
150,000
     
*
 
Fan Chang Blackhurst
   
10000
     
3,000
     
7,000
     
*
 
Ronie Chan
   
10000
     
3,000
     
7,000
     
*
 
Liyuan Chen
   
10000
     
3,000
     
7,000
     
*
 
Anne Pung
   
10000
     
3,000
     
7,000
     
*
 
Terrence Chen
   
10000
     
3,000
     
7,000
     
*
 
Jean Li Chen
   
10000
     
3,000
     
7,000
     
*
 
Haoshen Chung & Kuang Chen Wu
   
10000
     
3,000
     
7,000
     
*
 
Kary Lee
   
10000
     
3,000
     
7,000
     
*
 
Miao Ho Chang
   
10000
     
3,000
     
7,000
     
*
 
Teresa W. Yang
   
10000
     
3,000
     
7,000
     
*
 
Dan Au-Young
   
10000
     
3,000
     
7,000
     
*
 
Chi Shan Wang
   
10000
     
3,000
     
7,000
     
*
 
Yin Chi Wang
   
10000
     
3,000
     
7,000
     
*
 
Lei Fei Chen
   
300000
     
100,000
     
200,000
     
*
 
Winston W Lee
   
10000
     
3,000
     
7,000
     
*
 
Tiley Chao
   
10000
     
3,000
     
7,000
     
*
 
Tise Chao
   
10000
     
3,000
     
7,000
     
*
 
Max Thai
   
10000
     
3,000
     
7,000
     
*
 
Chiu Li Tang
   
10000
     
3,000
     
7,000
     
*
 
Kevin Jen (1)
   
150000
     
50,000
     
100,000
     
*
 
 
 
George Tien
   
10000
     
3,000
     
7,000
     
*
 
Marcus Lam
   
10000
     
3,000
     
7,000
     
*
 
Albert Lam
   
10000
     
3,000
     
7,000
     
*
 
Shi San Lu & Shu Lan Fan Lu
   
10000
     
3,000
     
7,000
     
*
 
Kevin Khuu & Mei Hui Lu
   
10000
     
3,000
     
7,000
     
*
 
Shin Yu Kuo
   
10000
     
3,000
     
7,000
     
*
 
Sophia C.H. Fan
   
10000
     
3,000
     
7,000
     
*
 
You Jen Wu
   
10000
     
3,000
     
7,000
     
*
 
Wei Sheng Huang
   
10000
     
3,000
     
7,000
     
*
 
Todd I. Jen (2)
   
10000
     
3,000
     
7,000
     
*
 
Janice & John Sgroi
   
10000
     
3,000
     
7,000
     
*
 
Mooho Lee
   
10000
     
3,000
     
7,000
     
*
 
Yitae Sohn
   
10000
     
3,000
     
7,000
     
*
 
Young Soo Kim
   
10000
     
3,000
     
7,000
     
*
 
Keum S. Whang
   
10000
     
3,000
     
7,000
     
*
 
Kyu Chul Sim
   
10000
     
3,000
     
7,000
     
*
 
Soon Gwon Bang
   
10000
     
3,000
     
7,000
     
*
 
Bong Suk Lee
   
10000
     
3,000
     
7,000
     
*
 
Young Jen Seo
   
10000
     
3,000
     
7,000
     
*
 
Mei-Fen Lu
   
10000
     
3,000
     
7,000
     
*
 
Jimmy K. Lee & Mei Lin Lu
   
10000
     
3,000
     
7,000
     
*
 
Tedman L Wong
   
10000
     
3,000
     
7,000
     
*
 
Kevin Reynolds
   
10000
     
3,000
     
7,000
     
*
 
Larry K.W.Wong
   
10000
     
3,000
     
7,000
     
*
 
Yan Li
   
150000
     
50,000
     
100,000
     
*
 
 
(1) Kevin Jen is the nephew of Alex Jen.
(2) Todd I. Jen is the son of Alex Jen.
* Less than 1%
 
There are no agreements between the company and any selling shareholder pursuant to which the shares subject to this registration statement were issued.
 
To our knowledge, none of the selling shareholders or their beneficial owners:

-
has had a material relationship with us other than as a shareholder at any time within the past three years; or
-
has ever been one of our officers or directors or an officer or director of our predecessors or affiliates 
-  
are broker-dealers or affiliated with broker-dealers. 

Plan of Distribution

The selling security holders may sell some or all of their shares at a fixed price of $0.05 per share until our shares are quoted on the OTCBB and thereafter at prevailing market prices or privately negotiated prices. Prior to being quoted on the OTC Bulletin Board, shareholders may sell their shares in private transactions to other individuals. Although our common stock is not listed on a public exchange, we will be filing to obtain a listing on the OTCBB concurrently with the filing of this prospectus. In order to be quoted on the OTC Bulletin Board, a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTC Bulletin Board, nor can there be any assurance that such an application for quotation will be approved. However, sales by selling security holder must be made at the fixed price of $0.05 until a market develops for the stock. 
 
 
 
Once a market has developed for our common stock, the shares may be sold or distributed from time to time by the selling stockholders, who may be deemed to be underwriters, directly to one or more purchasers or through brokers or dealers who act solely as agents, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices or at fixed prices, which may be changed. The distribution of the shares may be effected in one or more of the following methods:
 
· 
ordinary brokers transactions, which may include long or short sales,
· 
transactions involving cross or block trades on any securities or market where our common stock is trading, market where our common stock is trading,
· 
through direct sales to purchasers or sales effected through agents,
· 
through transactions in options, swaps or other derivatives (whether exchange listed of otherwise), or exchange listed or otherwise), or
· 
any combination of the foregoing.

In addition, the selling stockholders may enter into hedging transactions with broker-dealers who may engage in short sales, if short sales were permitted, of shares in the course of hedging the positions they assume with the selling stockholders. The selling stockholders may also enter into option or other transactions with broker-dealers that require the delivery by such broker-dealers of the shares, which shares may be resold thereafter pursuant to this prospectus. To our best knowledge, none of the selling security holders are broker-dealers or affiliates of broker dealers.
 
We will advise the selling security holders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling security holders and their affiliates. In addition, we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling security holders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling security holders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.
 
Brokers, dealers, or agents participating in the distribution of the shares may receive compensation in the form of discounts, concessions or commissions from the selling stockholders and/or the purchasers of shares for whom such broker-dealers may act as agent or to whom they may sell as principal, or both (which compensation as to a particular broker-dealer may be in excess of customary commissions). Neither the selling stockholders nor we can presently estimate the amount of such compensation. We know of no existing arrangements between the selling stockholders and any other stockholder, broker, dealer or agent relating to the sale or distribution of the shares. We will not receive any proceeds from the sale of the shares of the selling security holders pursuant to this prospectus. We have agreed to bear the expenses of the registration of the shares, including legal and accounting fees, and such expenses are estimated to be approximately $21,505.56.
 
Notwithstanding anything set forth herein, no FINRA member will charge commissions that exceed 8% of the total proceeds of the offering.
 
Description of Securities to be Registered

General
 
We are authorized to issue an aggregate number of 50,000,000 shares of capital stock, of which 50,000,000 shares are common stock, $0.001 par value per share, and there are no preferred shares authorized.

Common Stock
 
We are authorized to issue 50,000,000 shares of common stock, $0.001 par value per share. Currently we have 29,640,000 shares of common stock issued and outstanding. 
 
 
 
Each share of common stock shall have one (1) vote per share for all purpose. Our common stock does not provide a preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights. Our common stock holders are not entitled to cumulative voting for election of Board of Directors.

Preferred Stock

We are not authorized to issue shares of preferred stock.

Dividends
 
We have not paid any cash dividends to our shareholders.  The declaration of any future cash dividends is at the discretion of our board of directors and depends  upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions.  It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

Warrants
 
There are no outstanding warrants to purchase our securities.

Options
 
There are no outstanding options to purchase our securities.

Transfer Agent and Registrar
 
We have retained Globex Transfer, LLC as our transfer agent.  They are located at 780 Deltona Blvd., Suite 2020, Deltona, FL 32725. The phone number is (386) 206-1133.

Interests of Named Experts and Counsel
 
No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.
 
Anslow & Jaclin, LLP located at 195 Route 9 South, Suite 204, Manalapan, NJ 07726 will pass on the validity of the common stock being offered pursuant to this registration statement.
 
The financial statements included in this prospectus and the registration statement have been audited by Li & Company, PC to the extent and for the periods set forth in their report appearing elsewhere herein and in the registration statement, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.


 
Information about the Registrant

DESCRIPTION OF BUSINESS

Overview
 
ACE Consulting Management Inc (“ACMI” or the “Company) is a Pacific Rim and U.S. corporate performance consulting firm specializing in corporate competitive growth strategies, performance implementation, profit growth and maximizing shareholder value. ACMI consultants will approach issues from client’s prospective. We will recommend solutions to provide a comprehensive and integrated business management and expansion strategy and financial advisory on an on-going basis as the business grows and expands. As well as to institute an investor relations program to convey vital corporate messages and good will to the public. By understanding and identifying a company’s unique needs and responding with solutions that are creative, integrated, and practical to achieve the clients ultimate goal.

ACMI’s 2nd business model is in the consumer products and food processing consulting field. We can offer services in Financial Accountancy, Project Management, Production, Design and Engineering within the International food processing industry. Our services have been planned for the design construction and commissioning of processing facilities in China through our cooperating partners .

Our proposed Services Include: Turn-key Projects Feasibility – Market Studies, Business Plans, Cost Estimation in constructing plants, Engineering & Design Project Management, Training & Education Systems, Project Presentations, Financial Justifications, Product Development, Brand Development, Consumer and Food Project Management.

Corporate consulting

Mr. Gary Tickel, a director, has over thirty years of experience in corporate finance and corporate risk management experience.
 
We plan to concentrate on the Joint Venture and Merchant Banking services in China. We believe that in the next ten years, China offers the most lucrative opportunities for our shareholders. Our niche is providing the listing advisory service to the fast growing companies in these countries.  We will only look for the companies that have demonstrated either a steady income stream or are in the business of high demand by consumers that offer high growths in market share. We plan to pursue clients with a high ROI (return on investment) and ROE (return on equity). Due to a combined experience of more than 10 years of hands-on experience in China from Alex Jen, President, and Mr. Gary Tickel a Director. There are few smaller financial service companies can match our expertise in China. We believe large international financial service companies are generally not interested in the small-to-medium size companies. We believe we have an advantage which we can create value by bringing opportunity and people together.

Food consulting

Our purpose is to increase profitability for our food industry clients, from the design and implementation of new projects to improvements in established food processing companies.

We intend to achieve this for our clients due to our range of experience and expertise in the food industry, our total independence from equipment suppliers and our strong principle of cost reduction, ergonomic factory design, yield improvements, investing in people and enjoying our work. Consultants are specialists in Accountancy, Project Management, Production, Design and Engineering within the International food processing industry. Our cooperating team has been responsible for the design construction and commissioning of processing facilities in China. We can provide all the services required from conception to profit. Including feasibility studies, business plans, grant application, planning permission, design, engineering, commissioning and training. Our team includes, Westwood Construction of Los Angeles has been planner and constructor for Panda Express, a US based fast food franchise for many years and they have agreed to cooperate with Ace in execute projects with basis of profit sharing. Shanghai Gaogo Construction Design Co Ltd is a contractor for Domino Pizza and Pizza Hut and has agreed to be our partner for our operations in Shanghai, China. Beijing Poly Design Co Ltd., is our working partner in Beijing region have agreed execute project in the basis of profit sharing.
 

 
A Planned  Typical Project Flow:

With new projects for entrepreneurs wishing to invest in food processing but without specific product ideas or deep industry knowledge, our services typically include researching the market segment, assessing the availability of local raw materials from which we can decide on the economic viability of a range of products. Once the product range has been decided, we would then typically go through the stages of (1) Business Planning; (2) Initial Design & Calculations; (3) Working with our client to obtain financing; (4) Final Factory & Process Design; (5) Equipment specification and procurement; (6) Project Management (On and Off Site); (7) Training and; (8) Commissioning

The above steps constitute the major components required to complete a successful project, although it is rather simplified. We have experience of working with investors that require external expertise to bring the investment to fruition.

Starting a new project

ACMI is a totally independent food consultancy, we are not attached to any equipment suppliers, our methodology for a typical turn-key project is to: Investigate the potential market for the finished product, food service, retail, fast food or any other market segment. Find out who the potential customers are, what volume of sales is credible, what quality is required and many other parameters associated with the market in the food sector the client is interested in.

We also realize that the local culture has to be taken into account for a successful project, we have often heard of equipment suppliers providing a super automated process line where the culture and the technology is not able to reap the benefits of such a process. Now comes the critical stage of matching the production process to the raw material and potential market. Being independent and having experience, we can draw on equipment suppliers worldwide and design the process for the most profitable for the particular conditions.

We believe in general that normally no single food equipment supplier can construct the most suitable equipment for specific raw material or market conditions. We will therefore use our experience and worldwide contacts to specify the most appropriate equipment for the project.

During the initial phase of the project we would normally prepare a plan to show the profitability of the project, showing subsidy availability, capital costs, equipment specifications and all the content of a substantial business and marketing plan. We also provide project management, train operators, educate managers from other industries, and commission the project.

MARKETING STRATEGY

We intend to market our corporate consulting service to small to mid size companies in China who are interested in doing business in the United States or companies in the United States who are interested in expanding their operation in China. We intend to use seminars or government sponsored business forums to introduce our business service. We will hire experienced marketing staffs to recruit clients.

We  plan to make  initial contact with local contractors, architects and designers who are willing to cooperate with new projects in the food preparation and food processing sectors. We will also contract with trade association members and University food labs acquaintances and associates which Dr. Jen previously worked with in China.




Our challenges

Our ability to realize our business objectives and execute our strategies is subject to certain risks and uncertainties, including the following:

Consulting services including potential competition from domestic market we currently maintain arrangements with;

The possibility that the Chinese government could determine that the agreements that establish our operating structure do not comply with China government restrictions on foreign investment in the industry, which could potentially subject us to revenue shortfall;

The possibility that the Chinese government could find that our current business operations do not comply with Chinese regulations on consultancy services which could potentially subject us to obtain business licenses.

Employees

As of  October 11 , 2010, we have no full time employee our President and Directors spend approximately 30 hours per week on Company matters we plan to employ more qualified employees in the near future.
 
DESCRIPTION OF PROPERTY
 
Our principal executive office is located at 923 E. Valley Blvd, Suite 103B, San Gabriel, CA 91776 and our telephone number is (626) 307-2273.  Office space is provided by Alex Jen at no cost.

LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

There is presently no public market for our shares of common stock. We anticipate applying for quoting of our common stock on the OTCBB upon the effectiveness of the registration statement of which this prospectus forms apart. However, we can provide no assurance that our shares of common stock will be quoted on the OTCBB or, if quoted, that a public market will materialize.
 
Holders of Capital Stock

As of the date of this registration statement, we had 75 holders of our common stock.
 
Rule 144 Shares
 
As of the date of this registration statement, we do not have any shares of our common stock that are currently available for sale to the public in accordance with the volume and trading limitations of Rule 144.

Stock Option Grants
 
We do not have any stock option plans.
 
Registration Rights
 
We have not granted registration rights to the selling shareholders or to any other persons.
 
 


ACE CONSULTING MANAGEMENT, INC.

(A DEVELOPMENT STAGE COMPANY)

December 31, 2009 and 2008

Index to Financial Statements

 
Contents   Page(s)
   
Report of Independent Registered Public Accounting Firm  F-2
   
Balance Sheets  F-3
   
Statements of Operations  F-4
   
Statement of Stockholders’ Deficit  F-5
   
Statements of Cash Flows  F-6
   
Notes to the Financial Statements  F-7 to F-13
   
Interim Financial Statements for the interim period ended June 30, 2010 and 2009 (Unaudited)   F-14 to F-24
   

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
ACE Consulting Management, Inc.
San Gabriel, California

We have audited the accompanying balance sheets of ACE Consulting Management, Inc. (a development stage company) (the “Company”), as of December 31, 2009 and 2008, and the related statements of operations, stockholders’ deficit and cash flows for the years then ended and for the period from September 19, 2003 (inception) through December 31, 2009.  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 audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  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 audits 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 purposes 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 amount 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 audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2009 and 2008, and the related statements of operations, stockholders’ deficit and cash flows for the years then ended and for the period from September 19, 2003 (inception) through December 31, 2009 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 3 to the financial statements, the Company has a deficit accumulated during the development stage and had a net loss and cash used in operations for the year ended December 31, 2009, respectively with no revenue earned since inception, all of which raise substantial doubt about the Company’s ability to continue as a going concern. Management's plans in regards to these matters are also described in Note 3.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 

/s/Li & Company, PC
Li & Company, PC


Skillman, New Jersey
September 16, 2010
 
 

ACE CONSULTING MANAGEMENT, INC.

(A DEVELOPMENT STAGE COMPANY)
Balance Sheets


ASSETS
   
December 31,
2009
   
December 31,
2008
 
             
Current Assets:
           
Cash
  $ -     $ -  
Total current assets
    -       -  
TOTAL ASSETS
  $ -     $ -  
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
                 
Current Liabilities:
               
Accrued expenses
  $ 14,400     $ 11,150  
                 
Total Current Liabilities
    14,400       11,150  
                 
Stockholders' Deficit:
               
Common stock: $0.001 par value; 50,000,000 shares authorized; 29,640,000 and 100,000 shares issued and outstanding, respectively
    100       100  
Deficit accumulated during the development stage
    (14,500 )     (11,250 )
Total Stockholders’ Deficit
    (14,400 )     (11,150 )
                 
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
  $ -     $ -  
 
See accompanying notes to the financial statements.
 
 

ACE CONSULTING MANAGEMENT, INC.

(A DEVELOPMENT STAGE COMPANY)
Statements of Operations
 
   
 
 
For the
Year Ended
December 31, 2009
   
 
 
For the
Year Ended December 31, 2008
   
For the
Period from September 19, 2003
(Inception)
through
December 31, 2009
 
                   
Revenues earned during the development stage
  $ -     $ -     $ -  
                         
Operating expenses:
                       
                         
Professional fees
    3,250       3,250       14,400  
Officer Compensation
    -       -       100  
                         
                         
Total operating expenses
    3,250       3,250       14,500  
                         
Loss before income taxes
    (3,250 )     (3,250 )     (14,500 )
                         
Income tax provision
    -       -       -  
                         
Net loss
  $ (3,250 )   $ (3,250 )   $ (14,500 )
                         
Net loss per common share – basic and diluted
  $ (0.03 )   $ (0.03 )   $ (0.15 )
Weighted average number of common shares outstanding – basic and diluted
    100,000       100,000       100,000  
                         

See accompanying notes to the financial statements.
 

 
ACE CONSULTING MANAGEMENT, INC.
(A DEVELOPMENT STAGE COMPANY)
Statement of Stockholders’ Deficit
For the Period from September 19, 2003 (Inception) through December 31, 2009
 
   
 
 
Common Shares
   
 
 
 
Amount
   
Deficit
Accumulated
During the
Development
Stage
   
 
Total Stockholders’ Deficit
 
                         
September 19, 2003 (Inception)
    100,000     $ 100     $ -     $ 100  
                                 
Net loss
                    (1,050 )     (1,050 )
Balance, December 31, 2003
    100,000       100       (1,050 )     (950 )
                                 
Net loss
                    (1,250 )     (1,250 )
Balance, December 31, 2004
    100,000       100       (2,300 )     (2,200 )
                                 
Net loss
                    (1,650 )     (1,650 )
Balance, December 31, 2005
    100,000       100       (3,950 )     (3,850 )
                                 
Net loss
                    (1,800 )     (1,800 )
Balance, December 31, 2006
    100,000       100       (5,750 )     (5,650 )
                                 
Net loss
                    (2,250 )     (2,250 )
Balance, December 31, 2007
    100,000       100       (8,000 )     (7,900 )
                                 
Net loss
                    (3,250 )     (3,250 )
Balance, December 31, 2008
    100,000       100       (11,250 )     (11,150 )
                                 
Net loss
                    (3,250 )     (3,250 )
Balance, December 31, 2009
    100,000     $ 100     $ (14,500 )   $ (14,400 )
                                 

See accompanying notes to the financial statements.
 

ACE CONSULTING MANAGEMENT, INC.

(A DEVELOPMENT STAGE COMPANY)
Statements of Cash Flows

   
 
For the
Year
ended
December 31, 2009
   
 
For the
Year
ended
December 31, 2008
   
For the Period from
September 19,
2003 (Inception)
through
December 31, 2009
 
Cash Flows From Operating Activities:
                 
Net loss
  $ (3,250 )   $ (3,250 )   $ (14,500 )
Adjustments to reconcile net loss to net cash used in operating activities:
                       
Stock based compensation
    -       -       100  
Changes in operating assets and liabilities:
                       
Increase in accrued expenses
    3,250       3,250       14,400  
Net cash used in operating activities
    -       -       -  
                         
Net change in cash
    -       -       -  
                         
Cash at beginning of period
    -       -       -  
                         
Cash at end of period
  $ -     $ -     $ -  
                         
Supplemental disclosures of cash flow information
                       
Interest paid
  $ -     $ -     $ -  
Income taxes paid
  $ -     $ -     $ -  
                         

See accompanying notes to financial statements.
 
 

ACE CONSULTING MANAGEMENT, INC.

(A DEVELOPMENT STAGE COMPANY)
December 31, 2009 and 2008
NOTES TO THE FINANCIAL STATEMENTS

1.         ORGANIZATION AND OPERATIONS

ACE Consulting Management, Inc. (“the Company”), a development stage company, was incorporated on September 19, 2003 under the laws of the State of Delaware.  Initial operations have included organization and incorporation, target market identification, new product development, marketing plans, and capital formation.  A substantial portion of the Company’s activities has involved developing a business plan and establishing contacts and visibility in the marketplace.  The Company has generated minimal revenues since inception.  The Company plans to engage in consulting to corporations to improve growth strategies, performance enhancement and maximization of shareholder value.
 
2.        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Development Stage Company

The Company is a development stage company as defined by section 810-10-20 of the FASB Accounting Standards Codification. The Company is still devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced.  All losses accumulated since inception have been considered as part of the Company’s exploration stage activities.

Reclassification

Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation.   These reclassifications had no effect on reported losses.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and reporting period.  Accordingly, actual results could differ from those estimates.
 
Cash and Cash Equivalents
 
The company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Fair Value of Financial Instruments

U.S. GAAP for fair value measurements establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three levels. The fair value hierarchy gives the highest priority to quoted market prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Level 2 inputs are inputs, other than quoted prices included within Level 1, which are observable for the asset or liability, either directly or indirectly. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.

The carrying amounts of the Company’s financial assets and liabilities, such as cash and accrued expenses approximate their fair values because of the short maturity of these instruments.

 

The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at December 31, 2009 or 2008, nor gains or losses are reported in the statement of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the years ended December 31, 2009; 2008 or for the period from September 19, 2003 (inception) through December 31, 2009.

Revenue Recognition

The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition.  The Company recognizes revenue when it is realized or realizable and earned.  The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.
 
Income Taxes

The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns.  Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.  Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Operations in the period that includes the enactment date.

The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25.addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements.  Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.  The tax benefits recognized in the financial statements from such a position should be measured

based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement.  Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.  The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25.
 
Net Loss Per Common Share

Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification.  Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.  Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period.  There were no potentially dilutive shares outstanding as of December 31, 2009; 2008 or for the period from September 19, 2003 (inception) through December 31, 2009.

Commitment and contingencies

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies.  Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.


 
Cash flows reporting

The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments.  The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.

Subsequent events

The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements are issued.  Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.

Recently Issued Accounting Pronouncements

In January 2010, the FASB issued the FASB Accounting Standards Update No. 2010-01 “Equity Topic 505 – Accounting for Distributions to Shareholders with Components of Stock and Cash”, which clarify that the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a potential limitation on the total amount of cash that all shareholders can elect to receive in the aggregate is considered a share issuance that is reflected in EPS prospectively and is not a stock dividend for purposes of applying Topics 505 and 260 (Equity and Earnings Per Share (“EPS”)).  Those distributions should be accounted for and included in EPS calculations in accordance with paragraphs 480-10-25- 14 and 260-10-45-45 through 45-47 of the FASB Accounting Standards codification.  The amendments in this Update also provide a technical correction to the Accounting Standards Codification.  The correction moves guidance that was previously included in the Overview and Background Section to the definition of a stock dividend in the Master Glossary.  That guidance indicates that a stock dividend takes nothing from the property of the corporation and adds nothing to the interests of the stockholders.  It also indicates that the proportional interest of each shareholder remains the same, and is a key factor to consider in determining whether a distribution is a stock dividend.

In January 2010, the FASB issued the FASB Accounting Standards Update No. 2010-02 “Consolidation Topic 810 – Accounting and Reporting for Decreases in Ownership of a Subsidiary – a Scope Clarification”, which provides amendments to Subtopic 810-10 and related guidance within U.S. GAAP to clarify that the scope of the decrease in ownership provisions of the Subtopic and related guidance applies to the following:
 
1.      A subsidiary or group of assets that is a business or nonprofit activity
2.      A subsidiary that is a business or nonprofit activity that is transferred to an equity method investee or joint venture
3.      An exchange of a group of assets that constitutes a business or nonprofit activity for a non-controlling interest in an entity (including an equity method investee or joint venture).

The amendments in this Update also clarify that the decrease in ownership guidance in Subtopic 810-10 does not apply to the following transactions even if they involve businesses:

1.     Sales of in substance real estate.  Entities should apply the sale of real estate guidance in Subtopics 360-20 (Property, Plant, and Equipment) and 976-605 (Retail/Land) to such transactions.
2.     Conveyances of oil and gas mineral rights.  Entities should apply the mineral property conveyance and related transactions guidance in Subtopic 932-360 (Oil and Gas-Property, Plant, and Equipment) to such transactions.



 
If a decrease in ownership occurs in a subsidiary that is not a business or nonprofit activity, an entity first needs to consider whether the substance of the transaction causing the decrease in ownership is addressed in other U.S. GAAP, such as transfers of financial assets, revenue recognition, exchanges of nonmonetary assets, sales of in substance real estate, or conveyances of oil and gas mineral rights, and apply that guidance as applicable. If no other guidance exists, an entity should apply the guidance in Subtopic 810-10.

In January 2010, the FASB issued the FASB Accounting Standards Update No. 2010-06 “Fair Value Measurements and Disclosures (Topic 820) Improving Disclosures about Fair Value Measurements”, which provides amendments to Subtopic 820-10 that require new disclosures as follows:
 
1. Transfers in and out of Levels 1 and 2. A reporting entity should disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers.

2. Activity in Level 3 fair value measurements. In the reconciliation for fair value measurements using significant unobservable inputs (Level 3), a reporting entity should present separately information about purchases, sales, issuances, and settlements (that is, on a gross basis rather than as one net number).

This Update provides amendments to Subtopic 820-10 that clarify existing disclosures as follows:
 
1. Level of disaggregation. A reporting entity should provide fair value measurement disclosures for each class of assets and liabilities. A class is often a subset of assets or liabilities within a line item in the statement of financial position. A reporting entity needs to use judgment in determining the appropriate classes of assets and liabilities.
 
2. Disclosures about inputs and valuation techniques. A reporting entity should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. Those disclosures are required for fair value measurements that fall in either Level 2 or Level 3.

This Update also includes conforming amendments to the guidance on employers' disclosures about postretirement benefit plan assets (Subtopic 715-20). The conforming amendments to Subtopic 715-20 change the terminology from major categories of assets to classes of assets and provide a cross reference to the guidance in Subtopic 820-10 on how to determine appropriate classes to present fair value disclosures. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years.

In February 2010, the FASB issued the FASB Accounting Standards Update No. 2010-09 “Subsequent Events (Topic 855) Amendments to Certain Recognition and Disclosure Requirements”, which provides amendments to Subtopic 855-10 as follows:

1.      An entity that either (a) is an SEC filer or(b) is a conduit bond obligor for conduit debt securities that are traded in a public market (a domestic or foreign stock exchange or an over-the-counter market, including local or regional markets) is required to evaluate subsequent events through the date that the financial statements are issued. If an entity meets neither of those criteria, then it should evaluate subsequent events through the date the financial statements are available to be issued.
 
2.      An entity that is an SEC filer is not required to disclose the date through which subsequent events have been evaluated. This change alleviates potential conflicts between Subtopic 855-10 and the SEC's requirements.
 
3.      The scope of the reissuance disclosure requirements is refined to include revised financial statements only. The term revised financial statements is added to the glossary of Topic 855. Revised financial statements include financial statements revised either as a result of correction of an error or retrospective application of U.S. generally accepted accounting principles.

All of the amendments in this Update are effective upon issuance of the final Update, except for the use of the issued date for conduit debt obligors. That amendment is effective for interim or annual periods ending after June 15, 2010.

In April 2010, the FASB issued the FASB Accounting Standards Update No. 2010-17 “Revenue Recognition — Milestone Method (Topic 605) Milestone Method of Revenue Recognition”, which provides guidance on the criteria that should be met for determining whether the milestone method of revenue recognition is appropriate. A vendor can recognize consideration that is contingent upon achievement of a milestone in its entirety as revenue in the period in which the milestone is achieved only if the milestone meets all criteria to be considered substantive.

 

Determining whether a milestone is substantive is a matter of judgment made at the inception of the arrangement. The following criteria must be met for a milestone to be considered substantive. The consideration earned by achieving the milestone should:

1.      Be commensurate with either of the following:
a.      The vendor's performance to achieve the milestone
b. The enhancement of the value of the item delivered as a result of a specific outcome resulting from the vendor's performance to achieve the milestone
2.      Relate solely to past performance
3.      Be reasonable relative to all deliverables and payment terms in the arrangement.

A milestone should be considered substantive in its entirety. An individual milestone may not be bifurcated. An arrangement may include more than one milestone, and each milestone should be evaluated separately to determine whether the milestone is substantive. Accordingly, an arrangement may contain both substantive and nonsubstantive milestones.

A vendor's decision to use the milestone method of revenue recognition for transactions within the scope of the amendments in this Update is a policy election. Other proportional revenue recognition methods also may be applied as long as the application of those other methods does not result in the recognition of consideration in its entirety in the period the milestone is achieved.

A vendor that is affected by the amendments in this Update is required to provide all of the following disclosures:

1. A description of the overall arrangement
2. A description of each milestone and related contingent consideration
3. A determination of whether each milestone is considered substantive
4. The factors that the entity considered in determining whether the milestone or milestones are substantive
5. The amount of consideration recognized during the period for the milestone or milestones.

The amendments in this Update are effective on a prospective basis for milestones achieved in fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early adoption is permitted. If a vendor elects early adoption and the period of adoption is not the beginning of the entity's fiscal year, the entity should apply the amendments retrospectively from the beginning of the year of adoption. Additionally, a vendor electing early adoption should disclose the following information at a minimum for all previously reported interim periods in the fiscal year of adoption:

1. Revenue
2. Income before income taxes
3. Net income
4. Earnings per share
5. The effect of the change for the captions presented.

A vendor may elect, but is not required, to adopt the amendments in this Update retrospectively for all prior periods.

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.

3.        GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. At December 31, 2009, the Company has a deficit accumulated during the development stage of $14,500 and had a net loss of $3,250 for the year ended December 31, 2009, respectively with no revenue earned since inception.




 
While the Company is attempting to generate sufficient revenues, the Company’s cash position may not be enough to support the Company’s daily operations.  Management intends to raise additional funds by way of a public or private offering.  Management believes that the actions presently being taken to further implement its business plan and generate sufficient revenues provide the opportunity for the Company to continue as a going concern.  While the Company believes in the viability of its strategy to increase revenues and in its ability to raise additional funds, there can be no assurances to that effect.  The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenues.

The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

4.         STOCKHOLDERS’ EQUITY

Common stock includes 50,000,000 shares authorized at par value of $0.001, of which 100,000 shares have been issued to its Chief Executive Officer at par value of $0.001 per share or $100 for compensation at inception on September 19, 2003.

5.         INCOME TAXES

Deferred tax assets

At December 31, 2009, the Company had net operating loss (“NOL”) carry–forwards for Federal income tax purposes of $14,500 that may be offset against future taxable income through 2029.  No tax benefit has been reported with respect to these net operating loss carry-forwards in the accompanying financial statements because the Company believes that the realization of the Company’s net deferred tax assets of approximately $4,930 was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are fully offset by a valuation allowance of $4,930.

Deferred tax assets consist primarily of the tax effect of NOL carry-forwards.  The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realizability.  The valuation allowance increased approximately $1,105 and $1,105 for the years ended December 31, 2009 and 2008, respectively.

Components of deferred tax assets at December 31, 2009 and 2008 are as follows:

   
December 31, 2009
   
December 31, 2008
 
Net deferred tax assets – Non-current:
               
                 
Expected income tax benefit from NOL carry-forwards
 
$
4,930
   
$
3,825
 
Less valuation allowance
   
(4,930
)
   
(3,825
)
Deferred tax assets, net of valuation allowance
 
$
-
   
$
-
 

Income taxes in the statements of operations

A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes is as follows:

   
For the Year Ended December 31, 2009
   
For the Year Ended December 31, 2008
 
               
Federal statutory income tax rate
   
34.0
%
 
34.0
%
Change in valuation allowance on net operating loss carry-forwards
   
(34.0
)%
 
(34.0
)
Effective income tax rate
   
0.0
%
 
0.0
%

 
 
 
6.         RELATED PARTY TRANSACTIONS

The Company is provided the office space by an officer of the Company without cost. The management determined that such cost is nominal and did not recognize rent expense in its financial statements.

7.        SUBSEQUENT EVENTS

The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued.  The Management of the Company determined that there were reportable subsequent events to be disclosed.

In January, 2010, the shareholder of the Company paid accrued expenses of $12,650 on behalf of the Company, and contributed to capital.

On January 5, 2010, the Company authorized the issuance of 3,310,000 shares of its common stock for compensation at $0.05 per share for a total of $165,500.



 


ACE CONSULTING MANAGEMENT, INC.

(A DEVELOPMENT STAGE COMPANY)
Balance Sheets


ASSETS
   
June 30,
2010
   
December 31,
2009
 
   
(Unaudited)
       
Current Assets:
           
Cash
  $ 49,040     $ -  
Total current assets
    49,040       -  
TOTAL ASSETS
  $ 49,040     $ -  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                 
Current Liabilities:
               
Accrued expenses
  $ 1,025     $ 14,400  
                 
Total Current Liabilities
    1,025       14,400  
                 
Stockholders' Equity (Deficit):
               
Common stock: $0.001 par value; 50,000,000 shares authorized; 29,640,000 and 100,000 shares issued and outstanding, respectively
    29,640       100  
Additional paid-in capital
    1,460,110       -  
Deficit accumulated during the development stage
    (1,441,735 )     (14,500 )
Total Stockholders’ Equity (Deficit)
    48,015       (14,400 )
                 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
  $ 49,040     $ -  
 
See accompanying notes to the financial statements.
 
 
ACE CONSULTING MANAGEMENT, INC.

(A DEVELOPMENT STAGE COMPANY)
Statements of Operations
(Unaudited)


   
 
 
For the
Six Months Ended
June 30, 2010
   
 
 
For the
Six Months Ended
June 30, 2009
   
For the
Period from September 19, 2003
(Inception)
through
June 30, 2010
 
                   
Revenues earned during the development stage
  $ 6,000     $ -     $ 6,000  
                         
Operating expenses:
                       
Officer compensation
    250,000       -       250,100  
Professional fees
    15,946       1,000       30,346  
Consulting fees
    1,165,500       -       1,165,500  
General and administrative
    1,789       -       1,789  
                         
Total operating expenses
    1,433,235       1,000       1,447,735  
                         
Loss before income taxes
    (1,427,235 )     (1,000 )     (1,441,735 )
                         
Income tax provision
    -       -       -  
                         
Net loss
  $ (1,427,235 )   $ (1,000 )   $ (1,441,735 )
                         
Net loss per common share – basic and diluted
  $ (0.22 )   $ (0.01 )   $ (2.56 )
Weighted average number of common shares outstanding – basic and diluted
      6,395,635         100,000         563,897  
                         

See accompanying notes to the financial statements.
 

 
ACE CONSULTING MANAGEMENT, INC.

(A DEVELOPMENT STAGE COMPANY)
Statements of Operations
(Unaudited)


   
For the
Three Months Ended
June 30, 2010
   
For the
Three
Months Ended
June 30, 2009
 
             
Revenues earned during the development stage
  $ 6,000     $ -  
                 
Operating expenses:
               
Officer compensation
    250,000       -  
Professional fees
    5,346       500  
Consulting fees
    1,000,000       -  
General and administrative
    25       -  
                 
Total operating expenses
    1,255,371       500  
                 
Loss from income taxes
    (1,249,371 )     (500 )
                 
Income tax provision
    -       -  
                 
Net Loss
  $ (1,249,371 )   $ (500 )
                 
Net loss per common share – basic and diluted
  $ (0.14 )   $ (0.01 )
Weighted average number of common shares outstanding – basic and diluted
    9,035,604       100,000  
                 

See accompanying notes to the financial statements.
 


ACE CONSULTING MANAGEMENT, INC.
 (A DEVELOPMENT STAGE COMPANY)
Statement of Stockholders’ Equity (Deficit)
For the Period from September 19, 2003 (Inception) through June 30, 2010
 
   
 
 
Common Shares
   
 
 
 
Amount
   
 
Additional Paid-in Capital
   
Deficit
Accumulated
During the
Development
Stage
   
Total Stockholders’ Equity
(Deficit)
 
                               
September 19, 2003 (Inception)
    100,000     $ 100     $ -     $ -     $ 100  
                                         
Net loss
                            (1,050 )     (1,050 )
Balance, December 31, 2003
    100,000       100       -       (1,050 )     (950 )
                                         
Net loss
                            (1,250 )     (1,250 )
Balance, December 31, 2004
    100,000       100       -       (2,300 )     (2,200 )
                                         
Net loss
                            (1,650 )     (1,650 )
Balance, December 31, 2005
    100,000       100       -       (3,950 )     (3,850 )
                                         
Net loss
                            (1,800 )     (1,800 )
Balance, December 31, 2006
    100,000       100       -       (5,750 )     (5,650 )
                                         
Net loss
                            (2,250 )     (2,250 )
Balance, December 31, 2007
    100,000       100       -       (8,000 )     (7,900 )
                                         
Net loss
                            (3,250 )     (3,250 )
Balance, December 31, 2008
    100,000       100       -       (11,250 )     (11,150 )
                                         
Net loss
                            (3,250 )     (3,250 )
Balance, December 31, 2009
    100,000       100       -       (14,500 )     (14,400 )
                                         
Accrued expenses paid by stockholder in January, 2010
                    12,650       -       12,650  
                                         
Stock issued for compensation at $0.05 per share on January 5, 2010
    3,310,000       3,310       162,190       -       165,500  
                                         
Sale of common stock at $0.05 per share on February 16, 2010
    1,230,000       1,230       60,270       -       61,500  
                                         
Stock issued for compensation valued at $0.05 per share on June 14, 2010
    25,000,000       25,000       1,225,000       -       1,250,000  
                                         
Net loss
                            (1,427,235 )     (1,427,235 )
Balance, June 30, 2010
    29,640,000     $ 29,640     $ 1,460,110     $ (1,441,735 )   $ 48,015  
                                         
 
See accompanying notes to the financial statements.
 
 
 

ACE CONSULTING MANAGEMENT, INC.

(A DEVELOPMENT STAGE COMPANY)
Statements of Cash Flows
(Unaudited)

   
 
For the Six
Months
ended
June 30, 2010
   
 
For the Six
Months
ended
June 30, 2009
   
For the Period from
September 19,
2003 (Inception)
through
June 30, 2010
 
Cash Flows From Operating Activities:
                 
Net loss
  $ (1,427,235 )   $ (1,000 )   $ (1,441,735 )
Adjustments to reconcile net loss to net cash used in operating activities:
                       
Stock based compensation
    1,415,500       -       1,415,600  
Changes in operating assets and liabilities:
                       
Increase (decrease) in accrued expenses
    (13,375 )     1,000       1,025  
Net cash used in operating activities
    (25,110 )     -       (25,110 )
                         
Cash Flows From Financing Activities:
                       
                         
Capital contribution from stockholder to pay for accrued expense on behalf of the company
    12,650       -       12,650  
                         
Proceeds from sale of common stock
    61,500       -       61,500  
Net cash provided by financing activities
    74,150       -       74,150  
                         
Net increase in cash
    49,040       -       49,040  
                         
Cash at beginning of period
    -       -       -  
                         
Cash at end of period
  $ 49,040     $ -     $ 49,040  
                         
Supplemental disclosures of cash flow information
                       
Interest paid
  $ -     $ -     $ -  
Income taxes paid
  $ -     $ -     $ -  

See accompanying notes to financial statements.
 
 
ACE CONSULTING MANAGEMENT, INC.

(A DEVELOPMENT STAGE COMPANY)
June 30, 2010 and 2009
NOTES TO THE FINANCIAL STATEMENTS
(UNAUDITED)

1.        ORGANIZATION AND OPERATIONS

ACE Consulting Management, Inc. (“the Company”), a development stage company, was incorporated on September 19, 2003 under the laws of the State of Delaware.  Initial operations have included organization and incorporation, target market identification, new product development, marketing plans, and capital formation.  A substantial portion of the Company’s activities has involved developing a business plan and establishing contacts and visibility in the marketplace.  The Company has generated minimal revenues since inception.  The Company plans to engage in consulting to corporations to improve growth strategies, performance enhancement and maximization of shareholder value.

2.        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) to Form 10-Q and Article 8 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements.  The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented.  Interim results are not necessarily indicative of the results for the full year.  These financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2009 and notes thereto contained in the Company’s Annual Report on Form 10-K as filed with the SEC on February 11, 2010.

Development Stage Company

The Company is a development stage company as defined by section 810-10-20 of the FASB Accounting Standards Codification. The Company is still devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced.  All losses accumulated since inception have been considered as part of the Company’s exploration stage activities.

Reclassification

Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation.   These reclassifications had no effect on reported losses.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and reporting period.  Accordingly, actual results could differ from those estimates.
 
Cash and Cash Equivalents
 
The company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.


 
Fair Value of Financial Instruments

U.S. GAAP for fair value measurements establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three levels. The fair value hierarchy gives the highest priority to quoted market prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Level 2 inputs are inputs, other than quoted prices included within Level 1, which are observable for the asset or liability, either directly or indirectly. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.

The carrying amounts of the Company’s financial assets and liabilities, such as cash and accrued expenses approximate their fair values because of the short maturity of these instruments.

The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at June 30, 2010 and December 31, 2009, nor gains or losses are reported in the statement of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the interim periods ended June 30, 2010 and 2009 and for the period from September 19, 2003 (inception) through June 30, 2010.

Revenue Recognition

The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition.  The Company recognizes revenue when it is realized or realizable and earned.  The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.
 
Income Taxes

The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns.  Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.  Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Operations in the period that includes the enactment date.

The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25.addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements.  Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.  The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement.  Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.  The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25.
 
Net Loss Per Common Share
 
Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification.  Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.  Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period.  There were no potentially dilutive shares outstanding as of June 30, 2010, 2009 or for the period from September 19, 2003 (inception) through June 30, 2010.

 

Commitment and contingencies

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies.  Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

Cash flows reporting

The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments.  The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.

Subsequent events

The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements are issued.  Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.

Recently Issued Accounting Pronouncements

In January 2010, the FASB issued the FASB Accounting Standards Update No. 2010-01 “Equity Topic 505 – Accounting for Distributions to Shareholders with Components of Stock and Cash”, which clarify that the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a potential limitation on the total amount of cash that all shareholders can elect to receive in the aggregate is considered a share issuance that is reflected in EPS prospectively and is not a stock dividend for purposes of applying Topics 505 and 260 (Equity and Earnings Per Share (“EPS”)).  Those distributions should be accounted for and included in EPS calculations in accordance with paragraphs 480-10-25- 14 and 260-10-45-45 through 45-47 of the FASB Accounting Standards codification.  The amendments in this Update also provide a technical correction to the Accounting Standards Codification.  The correction moves guidance that was previously included in the Overview and Background Section to the definition of a stock dividend in the Master Glossary.  That guidance indicates that a stock dividend takes nothing from the property of the corporation and adds nothing to the interests of the stockholders.  It also indicates that the proportional interest of each shareholder remains the same, and is a key factor to consider in determining whether a distribution is a stock dividend.

In January 2010, the FASB issued the FASB Accounting Standards Update No. 2010-02 “Consolidation Topic 810 – Accounting and Reporting for Decreases in Ownership of a Subsidiary – a Scope Clarification”, which provides amendments to Subtopic 810-10 and related guidance within U.S. GAAP to clarify that the scope of the decrease in ownership provisions of the Subtopic and related guidance applies to the following:
 
1.      A subsidiary or group of assets that is a business or nonprofit activity
2.      A subsidiary that is a business or nonprofit activity that is transferred to an equity method investee or joint venture
3.      An exchange of a group of assets that constitutes a business or nonprofit activity for a non-controlling interest in an entity (including an equity method investee or joint venture).

The amendments in this Update also clarify that the decrease in ownership guidance in Subtopic 810-10 does not apply to the following transactions even if they involve businesses:



 
1.      Sales of in substance real estate.  Entities should apply the sale of real estate guidance in Subtopics 360-20 (Property, Plant, and Equipment) and 976-605 (Retail/Land) to such transactions.
 
2.      Conveyances of oil and gas mineral rights.  Entities should apply the mineral property conveyance and related transactions guidance in Subtopic 932-360 (Oil and Gas-Property, Plant, and Equipment) to such transactions.

If a decrease in ownership occurs in a subsidiary that is not a business or nonprofit activity, an entity first needs to consider whether the substance of the transaction causing the decrease in ownership is addressed in other U.S. GAAP, such as transfers of financial assets, revenue recognition, exchanges of nonmonetary assets, sales of in substance real estate, or conveyances of oil and gas mineral rights, and apply that guidance as applicable. If no other guidance exists, an entity should apply the guidance in Subtopic 810-10.

In January 2010, the FASB issued the FASB Accounting Standards Update No. 2010-06 “Fair Value Measurements and Disclosures (Topic 820) Improving Disclosures about Fair Value Measurements”, which provides amendments to Subtopic 820-10 that require new disclosures as follows:
 
3. Transfers in and out of Levels 1 and 2. A reporting entity should disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers.
 
4. Activity in Level 3 fair value measurements. In the reconciliation for fair value measurements using significant unobservable inputs (Level 3), a reporting entity should present separately information about purchases, sales, issuances, and settlements (that is, on a gross basis rather than as one net number).

This Update provides amendments to Subtopic 820-10 that clarify existing disclosures as follows:
 
3. Level of disaggregation. A reporting entity should provide fair value measurement disclosures for each class of assets and liabilities. A class is often a subset of assets or liabilities within a line item in the statement of financial position. A reporting entity needs to use judgment in determining the appropriate classes of assets and liabilities.
 
4. Disclosures about inputs and valuation techniques. A reporting entity should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. Those disclosures are required for fair value measurements that fall in either Level 2 or Level 3.

This Update also includes conforming amendments to the guidance on employers' disclosures about postretirement benefit plan assets (Subtopic 715-20). The conforming amendments to Subtopic 715-20 change the terminology from major categories of assets to classes of assets and provide a cross reference to the guidance in Subtopic 820-10 on how to determine appropriate classes to present fair value disclosures. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years.

In February 2010, the FASB issued the FASB Accounting Standards Update No. 2010-09 “Subsequent Events (Topic 855) Amendments to Certain Recognition and Disclosure Requirements”, which provides amendments to Subtopic 855-10 as follows:

1.      An entity that either (a) is an SEC filer or(b) is a conduit bond obligor for conduit debt securities that are traded in a public market (a domestic or foreign stock exchange or an over-the-counter market, including local or regional markets) is required to evaluate subsequent events through the date that the financial statements are issued. If an entity meets neither of those criteria, then it should evaluate subsequent events through the date the financial statements are available to be issued.
 
2.      An entity that is an SEC filer is not required to disclose the date through which subsequent events have been evaluated. This change alleviates potential conflicts between Subtopic 855-10 and the SEC's requirements.
 
3.      The scope of the reissuance disclosure requirements is refined to include revised financial statements only. The term revised financial statements is added to the glossary of Topic 855. Revised financial statements include financial statements revised either as a result of correction of an error or retrospective application of U.S. generally accepted accounting principles.

All of the amendments in this Update are effective upon issuance of the final Update, except for the use of the issued date for conduit debt obligors. That amendment is effective for interim or annual periods ending after June 15, 2010.


 
In April 2010, the FASB issued the FASB Accounting Standards Update No. 2010-17 “Revenue Recognition — Milestone Method (Topic 605) Milestone Method of Revenue Recognition”, which provides guidance on the criteria that should be met for determining whether the milestone method of revenue recognition is appropriate. A vendor can recognize consideration that is contingent upon achievement of a milestone in its entirety as revenue in the period in which the milestone is achieved only if the milestone meets all criteria to be considered substantive.

Determining whether a milestone is substantive is a matter of judgment made at the inception of the arrangement. The following criteria must be met for a milestone to be considered substantive. The consideration earned by achieving the milestone should:

1.      Be commensurate with either of the following:
a.      The vendor's performance to achieve the milestone
b. The enhancement of the value of the item delivered as a result of a specific outcome resulting from the vendor's performance to achieve the milestone
2.      Relate solely to past performance
3.      Be reasonable relative to all deliverables and payment terms in the arrangement.

A milestone should be considered substantive in its entirety. An individual milestone may not be bifurcated. An arrangement may include more than one milestone, and each milestone should be evaluated separately to determine whether the milestone is substantive. Accordingly, an arrangement may contain both substantive and nonsubstantive milestones.

A vendor's decision to use the milestone method of revenue recognition for transactions within the scope of the amendments in this Update is a policy election. Other proportional revenue recognition methods also may be applied as long as the application of those other methods does not result in the recognition of consideration in its entirety in the period the milestone is achieved.

A vendor that is affected by the amendments in this Update is required to provide all of the following disclosures:

1. A description of the overall arrangement
2. A description of each milestone and related contingent consideration
3. A determination of whether each milestone is considered substantive
4. The factors that the entity considered in determining whether the milestone or milestones are substantive
5. The amount of consideration recognized during the period for the milestone or milestones.

The amendments in this Update are effective on a prospective basis for milestones achieved in fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early adoption is permitted. If a vendor elects early adoption and the period of adoption is not the beginning of the entity's fiscal year, the entity should apply the amendments retrospectively from the beginning of the year of adoption. Additionally, a vendor electing early adoption should disclose the following information at a minimum for all previously reported interim periods in the fiscal year of adoption:

1. Revenue
2. Income before income taxes
3. Net income
4. Earnings per share
5. The effect of the change for the captions presented.

A vendor may elect, but is not required, to adopt the amendments in this Update retrospectively for all prior periods.

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.

3.        GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. At June 30, 2010, the Company has a deficit accumulated during the development stage of $1,441,735 and had a net loss of $1,427,235 and cash used in operations of $25,110 for the interim period ended June 30, 2010, respectively.


 
While the Company is attempting to generate sufficient revenues, the Company’s cash position may not be enough to support the Company’s daily operations.  Management intends to raise additional funds by way of a public or private offering.  Management believes that the actions presently being taken to further implement its business plan and generate sufficient revenues provide the opportunity for the Company to continue as a going concern.  While the Company believes in the viability of its strategy to increase revenues and in its ability to raise additional funds, there can be no assurances to that effect.  The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenues.

The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

4.        STOCKHOLDERS’ EQUITY

Common stock includes 50,000,000 shares authorized at par value of $0.001, of which 100,000 shares have been issued to its Chief Executive Officer at par value of $0.001 per share or $100 for compensation at inception on September 19, 2003.

In January, 2010, the stockholder of the Company paid accrued expense of $12,650 on behalf of the Company, and contributed as capital.

On January 5, 2010, the Company authorized the issuance of 3,310,000 shares of its common stock for compensation at $0.05 per share for a total of $165,500.

On February 16, 2010, the Company sold 1,230,000 shares of its common stock at $0.05 per share to 69 individuals for a total of $61,500.

On June 14, 2010, the Company authorized the issuance of 25,000,000 shares of its common stock for compensation at $0.05 per share for a total of $1,250,000.
 
5.        RELATED PARTY TRANSACTIONS

During the six months ended June 30, 2010, a stockholder of the Company paid professional fees on behalf of the Company aggregating $12,650. Such payment has been shown as a contribution to capital and included in additional paid-in capital.

The Company is provided the office space by an officer of the Company without cost. The management determined that such cost is nominal and did not recognize rent expense in its financial statements.

6.        SUBSEQUENT EVENTS

The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued.  The Management of the Company determined that there were no reportable subsequent events to be disclosed.

 

 
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULT OF OPERATIONS

The following plan of operation provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto. This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.

Six Months ended June 30, 2010 compared to Six Months ended June 30, 2009
 
Plan of Operation
 
We have commenced limited operations and will require additional capital to recruit personnel to operate business and to implement our business plan.

We seek to become a bridge between China and US, with our business back ground and extensive knowledge we can assist China company to acquire U.S. technology in equipments to facilitate and implement their existing business in China. Currently we have consulting revenues from Hero International USA Holding Corp and Vivid Spa Corp. Hero International USA Corp is in the dietary food business, they have plan to import raw materials from China to produce quality products in in U.S. based factory and marketing its products in the US. Vivid Spa Corp is a company specializing in health care specifically skin care and massage therapy. We are assisting them to open a Spa in Shanghai & Beijing to introduce U.S. made products including essential oils and aroma formula therapy in China. Our current business is generated through referrals. We plan to have initiate marketing efforts through a variety of venues for our future business including trade association, chamber of commerce and alumni associations.
 
Results of Operation
 
For the six months ended June 30, 2010, we had $6,000 in consulting revenue.  Expenses for the period ended June 30, 2010 totaled $1,433,235 resulting in a net loss of $1,427,235.  Expenses for the period ended June 30, 2009 totaled $1,000.  Expenses for the period ended June 30, 2010 consisted of $15,946 in professional fees, $1,415,500 for stock compensation to individuals who assisted us since inception and $1,789 for general and administrative expenses.
 
Liquidity and Capital Resources
 
At June 30, 2010 the Company had $49,040 in cash and will rely upon the issuance of common stock and additional capital contributions from shareholders to fund administrative expenses planned business strategy
 
As reflected in the accompanying condensed financial statements, the Company is in the development stage with minimal operations, has net cash used in operations from inception of $(25,110) and has a net loss since inception of $(1,441,735).  This raises substantial doubt about its ability to continue as a going concern.  The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan.  The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.
 
 

Off-Balance Sheet Arrangements
 
We have no off-balance sheet arrangements.

Year Ended December 31, 2009

Results of Operation
 
The Company did not have any operating income from inception (September 19, 2003) through December 31, 2009 and from inception to December 31, 2009, the Company recognized a net loss of $14,500.  Some general and administrative expenses from inception were accrued. Expenses from inception were comprised of costs mainly associated with legal, accounting and office.
 
Liquidity and Capital Resources
 
At December 31, 2009 the Company had no capital resources and will rely upon the issuance of common stock and additional capital contributions from shareholders to fund administrative expenses.
 
Off Balance Sheet Transactions
 
We have no off-balance sheet arrangements.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

(a)      Dismissal of independent registered public accounting firm

On May 6, 2010, the Board of Directors of Ace Consulting Management, Inc. (the “Company”) dismissed Gately & Associates, LLC, Lake Mary, Florida (“Gately”), as the Company’s independent registered public accounting firm. The reports of Gately on the Company’s financial statements as of and for the years ended December 31, 2009 and December 31, 2008 contained no adverse opinion or disclaimer of opinion nor was qualified or modified as to uncertainty, audit scope, or accounting principle.

(b)      New independent registered public accounting firm

On May 6, 2010, the Board of Directors of the Company engaged Li & Company, PC, Skillman, NJ (“Li”), as the Company’s new independent registered public accounting firm.

During the recent fiscal years ending December 31, 2009 and December 31, 2008, and the subsequent interim period prior to the engagement of Li, the Company has not consulted Li regarding (i) the application of accounting principles to any specified transaction, either completed or proposed, (ii) the type of audit opinion that might be rendered on the Company’s financial statements, or (iii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv)) or a reportable event (as defined in Item 304(a)(1)(v)).



 
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The following table sets forth the name and age of officers and director as of October 12 , 2010. Our Executive officer is elected annually by our Board of Director. Our executive officers hold their offices until they resign, are removed by the Board, or his successor is elected and qualified.  

Name
Age
Position
Alex Jen
67
President, Chief Executive Officer, Chief Financial Officer and Director
Gary Tickel
64
Director
 
Set forth below is a brief description of the background and business experience of our executive officer and director for the past five years.

Alex Jen, Ph.D., has been the CEO, President and CFO of Ace Consulting Management, Inc. since inception.  Dr. Jen served as President of Omni Consultant Ltd starting in December 2002 doing consulting work for Chinese firms exporting merchandise to the United States until his resignation in December 2004. He has extensive experiences in the development, manufacturing and marketing of new products in the pharmaceutical, consumer chemicals, foods, and electronic industries. He has held various positions at FMC Corporation, Abbott Laboratories, Proctor and Gamble Company, the Clorox Company and Fortron/Source Corporation in the US and China. Dr. Jen received his Ph.D. in Chemical Engineering from the University of Massachusetts at Amherst in 1968.
 
Mr. Gary A. Tickel, has been our Director since February of 2010. He is currently serves as an investment and compliance officer with MCL Financial Group, Inc. a position he has held since October 2009. Prior to this, he was a consultant at RND Resource from starting in October 2007. Mr. Tickel was an independent consultant from 2002 until October 2007. Mr. Tickel has over 30 years of experience in the financial industry. He has financial consulting services experience including business management, corporate governance, regulatory compliance, public offering guidance, joint venture, and merchant banking services, to businesses in the US. Previously, Mr. Tickel held positions with global firms Lehman Brothers, Merrill Lynch, and Prudential Bache. Gary Tickel has a Bachelor’s degree in Business Administration from William & Mary in Williamsburg, Virginia
 
Term of Office
 
Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board

EXECUTIVE COMPENSATION

The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers paid by us during the years ended December 31, 2009 and December 31, 2008.

SUMMARY COMPENSATION TABLE
 
Name and Principal Position
 
Year
 
Salary
($)
 
Bonus
($)
 
Stock
 Awards
($)
 
Option Awards
($)
 
Non-Equity Incentive Plan Compensation ($)
 
Non-Qualified Deferred Compensation Earnings
($)
 
All Other Compensation
($)
 
Totals
($)
 
Alex Jen, President,
Chief Executive Officer
 
2009
 
$
0
 
0
   
0
 
0
   
0
 
0
 
$0
 
$
0
 
Chief Financial Officer,  
2008
 
$
0
 
0
   
0
 
0
   
0
 
0
 
$0
 
$
0
 
 
 
 
Option Grants Table. There were no individual grants of stock options to purchase our common stock made to the executive officers named in the Summary Compensation Table for the years ended December 31, 2009 and December 31, 2008
 
Aggregated Option Exercises and Fiscal Year-End Option Value Table. There were no stock options exercised during years ended December 31, 2009 and December 31, 2008 by the executive officers named in the Summary Compensation Table.
 
Long-Term Incentive Plan (“LTIP”) Awards Table. There were no awards made to a named executive officers in the last completed fiscal year under any LTIP
 
Compensation of Directors

Directors are permitted to receive fixed fees and other compensation for their services as directors. The Board of Directors has the authority to fix the compensation of directors. No amounts have been paid to, or accrued to, directors in such capacity.

Employment Agreements

Currently, we do not have an employment agreement in place with our officer and director.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
The following table provides the names and addresses of each person known to us to own more than 5% of our outstanding shares of common stock as of October 12 , 2010 and by the officers and directors, individually and as a group. Except as otherwise indicated, all shares are owned directly and the shareholders listed possesses sole voting and investment power with respect to the shares shown.

Name
  
  
Number of Shares
Beneficially Owned
  
  
Percent of Class (1)
  
               
Chi Ming Chen
27-2, Alley 9, Lane 120
Nanking E. Rd.
Taipei, Taiwan 105, TW
   
17,960,000
   
60.5%
 
               
Alex Jen
711 N. 1st Avenue
Arcadia, California 91006
   
5,120,000
   
17.3%
 
               
Gary Tickel
2330 Sewanee Lane
Arcadia, CA 91007
   
200,000
   
Less than 1%
 
               
Shu Chyn Suen
18913 Bentley Place,
Rowland Hts, CA 91748
   
5,000,000
   
16.9%
 
               
All Executive Officers and Directors as a group (2 person)
  
  
5,320,000
  
  
17.9%
 
               
(1)Based on 29,640,000 shares of common stock outstanding as of October 12 , 2010  
 
 
 
TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS

During the six months ended June 30, 2010, a stockholder of the Company paid professional fees on behalf of the Company aggregating $12,650. Such payment has been shown as a contribution to capital and included in additional paid-in capital.

The Company is provided the office space by an officer of the Company without cost. The management determined that such cost is nominal and did not recognize rent expense in its financial statements.

Involvement in Certain Legal Proceedings
 
During the past ten years, none of the following occurred with respect to our director or executive officer of the Company: (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 offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of any competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the commodities futures trading commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.



 
Item 12A. Disclosure of Commission Position on Indemnification of Securities Act Liabilities.

Our directors and officers are indemnified as provided by the Delaware corporate law and our Bylaws. We have agreed to indemnify each of our directors and certain officers against certain liabilities, including liabilities under the Securities Act of 1933. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the provisions described above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
 
We have been advised that in the opinion of the Securities and Exchange Commission indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court’s decision.
 


 
ACE CONSULTING MANAGEMENT, INC.
 
480,000  SHARES OF COMMON STOCK

PROSPECTUS

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR THAT WE HAVE REFERRED YOU TO. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT. THIS PROSPECTUS IS NOT AN OFFER TO SELL COMMON STOCK AND IS NOT SOLICITING AN OFFER TO BUY COMMON STOCK IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
Until _____________, all dealers that effect transactions in these securities whether or not participating in this offering may be required to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

The Date of This Prospectus is_____, 2010

 


 
PART II   INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

Securities and Exchange Commission registration fee
 
$
1.71  
Federal Taxes
 
$
   
State Taxes and Fees
 
$
   
Transfer Agent Fees
 
$
   
Accounting fees and expenses
 
$
6,500
 
Legal fees and expense
 
$
15,000
 
Blue Sky fees and expenses
 
$
5.56
 
Miscellaneous
 
$
0
 
Total
 
$
21,501.71
 

All amounts are estimates other than the Commission’s registration fee. We are paying all expenses of the offering listed above. No portion of these expenses will be borne by the selling shareholders. The selling shareholders, however, will pay any other expenses incurred in selling their common stock, including any brokerage commissions or costs of sale.
 
Item 14. Indemnification of Directors and Officers.
 
Our directors and officers are indemnified as provided by the Delaware corporate law and our Bylaws. We have agreed to indemnify each of our directors and certain officers against certain liabilities, including liabilities under the Securities Act of 1933. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the provisions described above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
 
We have been advised that in the opinion of the Securities and Exchange Commission indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court’s decision.
 
Item 15. Recent Sales of Unregistered Securities.
 
We were incorporated in the State of Delaware in September 2003 and 100,000 shares of common stock were issued to Scott Raleigh for consideration of $100. These shares were issued in reliance on the exemption under Section 4(2) of the Securities Act of 1933, as amended (the “Act”) and were issued as founders shares. These shares of our common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance shares by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, Mr. Raleigh had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for this transaction. 
 
 

 
On January 5, 2010, the Company authorized the issuance of 3,310,000 shares of its common stock for compensation at $0.05 per share for a total of $165,500 to the individuals below.

Gary A. Tickel
    200,000  
Chi Ming Chen
    2,760,000  
Nancy Lee
    100,000  
Yan Li
    150,000  
Lei Fei Chen
    100,000  

These shares were issued in reliance on the exemption under Section 4(2) of the Securities Act of 1933, as amended (the “Act”). These shares of our common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance shares by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the issuance, size of the issuance, manner of the issuance and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, the shareholder had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for this transaction. 
 
Tin February 2010, the Company sold through a Regulation D Rule 506 offering a total of 1,240,000 shares of common stock to 69 investors, at a price per share of $0.05 for an aggregate offering price of $61,500. The following sets forth the identity of the class of persons to whom we sold these shares and the amount of shares for each shareholder:

Nancy Lee
    10000  
Jia Chiu
    10000  
Yu Chiu
    10000  
Tsui-Hua Kuo
    10000  
Henry H. Tung
    10000  
Yi-Hsiang Yeh
    10000  
Larry T.K.Chien & Han Yu Chien
    20000  
Lei Huang
    10000  
Yang Xiao
    10000  
Grace T.Ko
    10000  
Jack K.C. Sung
    10000  
Julie Shih
    10000  
Mu Chuan Hsiao
    10000  
Pei Chuan Chou
    10000  
Byron Head
    10000  
Cheng Fang S. Tung
    10000  
Khing Hoo Thio
    10000  
Ming Mei Lin
    10000  
Hong Huang
    10000  
Christopher Y.Tung & Henry H Tung
    10000  
Kenneth Lee
    10000  
Michael N.C.Wong
    10000  
Francis Y. Chi
    10000  
Chi Ming Chen
    200000  
 
 
 
 
 
 
Fan Chang Blackhurst
    10000  
Ronie Chan
    10000  
Liyuan Chen
    10000  
Anne Pung
    10000  
Terrence Chen
    10000  
Jean Li Chen
    10000  
Haoshen Chung & Kuang Chen Wu
    10000  
Kary Lee
    10000  
Miao Ho Chang
    10000  
Teresa W. Yang
    10000  
Dan Au-Young
    10000  
Chi Shan Wang
    10000  
Yin Chi Wang
    10000  
Lei Fei Chen
    200000  
Winston W Lee
    10000  
Tiley Chao
    10000  
Tise Chao
    10000  
Max Thai
    10000  
Chiu Li Tang
    10000  
Kevin Jen
    150000  
George Tien
    10000  
Marcus Lam
    10000  
Albert Lam
    10000  
Shi San Lu & Shu Lan Fan Lu
    10000  
Kevin Khuu & Mei Hui Lu
    10000  
Shin Yu Kuo
    10000  
Sophia C.H. Fan
    10000  
You Jen Wu
    10000  
Wei Sheng Huang
    10000  
Todd I. Jen
    10000  
Janice & John Sgroi
    10000  
Mooho Lee
    10000  
Yitae Sohn
    10000  
Young Soo Kim
    10000  
Keum S. Whang
    10000  
Kyu Chul Sim
    10000  
Soon Gwon Bang
    10000  
Bong Suk Lee
    10000  
Young Jen Seo
    10000  
Mei-Fen Lu
    10000  
Jimmy K. Lee & Mei Lin Lu
    10000  
Tedman L Wong
    10000  
Kevin Reynolds
    10000  
Alex Jen
    20000  
Larry K.W.Wong
    10000  

To our knowledge, none of the selling shareholders or their beneficial owners:

-
has had a material relationship with us other than as a shareholder at any time within the past three years; or
-
has ever been one of our officers or directors or an officer or director of our predecessors or affiliates 
-  
are broker-dealers or affiliated with broker-dealers. 
 
 
 
Please note that pursuant to Rule 506, all shares purchased in the Regulation D Rule 506 offering were restricted in accordance with Rule 144 of the Securities Act of 1933. In addition, each of these shareholders were either accredited as defined in Rule 501 (a) of Regulation D promulgated under the Securities Act or sophisticated as defined in Rule 506(b)(2)(ii) of Regulation D promulgated under the Securities Act.
 
(A)
At the time of the offering we were not: (1) subject to the reporting requirements of Section 13 or 15 (d) of the Exchange Act; or (2) an “investment company” within the meaning of the federal securities laws.

(B)
Neither we, nor any of our predecessors, nor any of our directors, nor any beneficial owner of 10% or more of any class of our equity securities, nor any promoter currently connected with us in any capacity has been convicted within the past ten years of any felony in connection with the purchase or sale of any security.
 
(C)
The offers and sales of securities by us pursuant to the offerings were not attempts to evade any registration or resale requirements of the securities laws of the United States or any of its states.
   
(D)
None of the investors are affiliated with any of our directors, officers or promoters or any beneficial owner of 10% or more of our securities.

We have never utilized an underwriter for an offering of our securities. Other than the securities mentioned above, we have not issued or sold any securities.

On June 14, 2010, the Company authorized the issuance of 25,000,000 shares of its common stock for compensation at $0.05 per share for a total of $1,250,000 to the individuals below.

Chi Ming Chen
    15,000,000  
Alex Jen
    5,000,000  
Shu Chyn Suen
    5,000,000  

These shares were issued in reliance on the exemption under Section 4(2) of the Securities Act of 1933, as amended (the “Act”). These shares of our common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance shares by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the issuance, size of the issuance, manner of the issuance and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, the shareholder had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for this transaction. 

Item 16. Exhibits and Financial Statement Schedules.
 
EXHIBIT
NUMBER
 
DESCRIPTION
3.1
 
Amended Articles of Incorporation *
3.2
 
By-Laws **
5.1
 
Opinion of Anslow & Jaclin, LLP
23.1
 
Consent of  Li & Company, PC
23.2
 
Consent of Counsel
 
*Incorporated by reference to Form S-1 filed on September 16, 2010
**Incorporated by reference to Form 10SB filed on October 9, 2003



Item 17. Undertakings.

(A) The undersigned Registrant hereby undertakes:
 
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
 
i.    To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
 
ii.   To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.
 
iii.  To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
 
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 
 
(4) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 
 
(5) Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
 
 
 
(6) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
 
i.    Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
 
ii.   Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
 
iii.  The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
 
iv.  Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.



SIGNATURES
 
In accordance with the requirements of the Securities Act of 1933, the registrant has duly caused   this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Gabriel, State of California on October 14 , 2010.
 
ACE CONSULTING MANAGEMENT, INC.
 
/s/ Alex Jen
Name: Alex Jen
Position: President,
Principal Executive Officer,
Principal Financial Officer
Principal Accounting Officer, Director

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities an on the dates indicated.

Date:  October 14 , 2010

/s/ Alex Jen
Name: Alex Jen
Position: President,
Principal Executive Officer,
Principal Financial Officer
Principal Accounting Officer, Director
 
/s/ Gary Tickel
Name: Gary Tickel
Director

 
 
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