Attached files
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| EX-32.1 - CERTIFICATION - US VR Global.com Inc. | f10k2010ex32i_ace.htm |
| EX-31.1 - CERTIFICATION - US VR Global.com Inc. | f10k2010ex31i_ace.htm |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2010
o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
Commission File No. 000-50413
ACE Consulting Management, Inc.
(Name of Registrant as specified in its charter)
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DELAWARE
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98-0407797
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer Identification No.)
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923 E. Valley Blvd, Suite 103B, San Gabriel, CA
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91776
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(Address of principal executive offices)
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(Zip Code)
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(626) 307-2273
(Registrant’s telephone number, including area code)
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Securities registered under Section 12(b) of the Exchange Act:
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Title of each class registered:
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Name of each exchange on which registered:
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None
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None
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Securities registered under Section 12(g) of the Exchange Act:
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Common Stock, par value $.0001
(Title of class)
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No o
Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.
Yes x No o
Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B not contained in this form, and no disclosure will be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an 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.
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company x
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(Do not check if a smaller reporting company)
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Revenues for year ended December 31, 2010: $8,000
Aggregate market value of the voting common stock held by non-affiliates of the registrant as of December 31, 2010, was: N/A
Number of shares of the registrant’s common stock outstanding as of March 4, 2011 was: 29,640,000
Transitional Small Business Disclosure Format: Yes x No o
TABLE OF CONTENTS
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PART I
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ITEM 1.
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Business
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1
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ITEM 1A.
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Risk Factors
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2
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ITEM 1B.
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Unresolved Staff Comments
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2
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ITEM 2.
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Properties
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2
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ITEM 3.
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Legal Proceedings
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2
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ITEM 4.
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(Removed and Reserved)
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2
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PART II
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ITEM 5.
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Market For Registrant's Common Equity, Related Stockholder Matters And Issuer Purchases Of Equity Securities
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2
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ITEM 6.
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Selected Financial Data
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3
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ITEM 7.
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Management’s Discussion And Analysis Of Financial Condition And Results Of Operation
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3
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ITEM 7A
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Quantitative And Qualitative Disclosures About Market Risk
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3
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ITEM 8.
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Financial Statements
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F-
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ITEM 9.
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Changes In And Disagreements With Accountants On Accounting And Financial Disclosure
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4
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ITEM 9A.
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Controls And Procedures
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4
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ITEM 9B.
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Other Information
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4
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PART III
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ITEM 10.
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Directors, Executive Officers And Corporate Governance
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5
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ITEM 11.
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Executive Compensation
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6
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ITEM 12.
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Security Ownership Of Certain Beneficial Owners And Management And Related Stockholder Matters
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7
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ITEM 13.
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Certain Relationships And Related Transactions, And Director Independence
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7
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ITEM 14.
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Principal Accounting Fees And Services
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7
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PART IV
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ITEM 15.
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Exhibits, Financial Statements Schedules
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9
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SIGNATURES
CERTIFICATION PURSUANT TO SECTION 302 (A) OF THE SARBANES-OXLEY ACT OF 2002
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
PART I
General
355, Inc. was incorporated on September 19, 2003 under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. In January 2010 we changed our name to Ace Consulting Management, Inc. to reflect our new business operations.
We are 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 client's 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.
Our mission is to bridge U.S. and Chinese businesses by taking advantage of U.S. technology in various fields to grow our consulting business. Our motto is to deliver reliable service and to provide value to our clients.
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.
1
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.
With have recently entered into service agreements with BeijingPoly Design Ltd and Shanghai Gaogo Design and Construction Ltd. These agreements potentially provide the initial platform to operate our food consultant business in China. In addition, we are currently negotiating with two potential joint venture partners which will enhance our ability to implement the execution of our business goal in China.
Additionally, Shanghai Tongao Investment Consulting Co., Ltd located at Block B,20th Fl, No.238 East Nandan Rd, Shanghai, 200030 has signed a consulting agreement and agreed to pay us a retainer fee to provide services to their clients in regard consulting on Chinese companies doing business in US. Shanghai Tongao has an established client base which they believe can take advantage of our services. We believe the future services for Shanghai Tongao Investment Consulting Ltd may potentially provide revenue in the coming 12 months.
Our initial business plan consists of a wide range of consulting services in the food processing consulting area based on Dr. Alex Jen’s food consulting experience gained while with FMC and Proctor Gamble in China. Dr. Jen’s experience has enabled us to enter into the service agreements described above with two Chinese companies who specialize in the design and construction food processing facilities. In near term we plan execute our early stage plan through the use of the service agreements.
We conduct our consulting business through two avenues:
1) In the United States we will provide services directly to potential clients.
2) In China we will provide services pursuant to the agreements entered into with Poly Design Ltd and Shanghai Gaogo Design and Construction Ltd. Shanghai Tongao Investment Consulting Co Ltd. These 3 entities will be a referral source for potential clients and will receive a portion of our fees as remuneration for the referral.
The agreements mentioned above will initially allow us to potentially gain clients while minimizing our expenses. Additionally because we will not need a business licenses or any government approval with this current method of executing our business plan. Our plan is to complete a number of projects in China which will enable us to gain additional referral sources for potential revenue. We are currently in negotiations with two potential clients based in China, however, no definitive terms have been agreed to at this time.
We have achieved our plan to start our consulting business and achieved our initial goal: 1. To build US consulting business with local companies 2. Establish business partnerships with Chinese companies to start our Chinese consulting business within 12 months. 3. We intend to broadly introduce our business to existing partners with which we have signed agreements to increase our consulting revenues in China 4. Within the next 12 months of operation we intend to establish a Chinese subsidiary which will enable us to operate our consulting business independently. If we are able to accomplish these goal we anticipate hiring additional employees in China to directly market our business.
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.
2
Starting a new project
We are 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. Next 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.
COMPETITION
Providing consulting service is competitive and generally has a low barrier to entry. We believe there are many competitor s doing same type of business in China. We think the experience and contacts of our officers in China will provide us with a competitive advantage in responding to client requirements.
Employees
We have no full time our President and Directors spend approximately 30 hours per week on Company matters we plan to employ more qualified employees in the near future.
Not Required for Smaller Reporting Companies
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not Required for Smaller Reporting Companies
3
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.
We are not presently parties to any litigation, nor to our knowledge and belief is any litigation threatened or contemplated.
None.
PART II
No Public Market for Common Stock
There is no trading market for our Common Stock at present and there has been no trading market to date. There is no assurance that a trading market will ever develop or, if such a market does develop, that it will continue.
The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (i) that a broker or dealer approve a person’s account for transactions in penny stocks and (ii) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person’s account for transactions in penny stocks, the broker or dealer must (i) obtain financial information and investment experience and objectives of the person; and (ii) make a reasonable determination that the transactions in penny stocks are suitable for that person and that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, which, in highlight form, (i) sets forth the basis on which the broker or dealer made the suitability determination and (ii) that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading, and about commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.
Holders of Our Common Stock
As of March 4, 2011, we had 75 holders of our common stock.
Stock Option Grants
To date, we have not granted any stock options.
Registration Rights
We have not granted registration rights to the selling shareholders or to any other persons.
4
ITEM 6. SELECTED FINANCIAL DATA
Not applicable.
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.
We have recently entered into service agreements with Beijing Poly Design Ltd and Shanghai Gaogo Design and Construction Ltd. These agreements potentially provide the initial platform to operate our food consultant business in China.
Additionally, Shanghai Tongao Investment Consulting Co., Ltd located at Block B, 20th Fl, No.238 East Nandan Rd, Shanghai, 200030 has signed a consulting agreement and agreed to pay us a retainer fee to provide services to their clients in regard consulting on Chinese companies doing business in US. Shanghai Tongao has an established client base which they believe can take advantage of our services. We believe the future services for Shanghai Tongao Investment Consulting Ltd may potentially provide revenue in the coming 12 months.
In the next 12 months if the company is unable satisfy its cash requirements our major shareholders have indicated they are willing to loan additional funds to the company to cover any shortfalls, although there is no written agreement or guarantee.
Results of Operation
The Company did not have any operating income from inception (September 19, 2003) through December 31, 2010 and from inception to December 31, 2010, the Company recognized a net loss of $1,464,846. 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, 2010 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.
Market risk is the risk of loss from adverse changes in market prices and interest rates. We do not have substantial operations at this time so they are not susceptible to these market risks. If, however, they begin to generate substantial revenue, their operations will be materially impacted by interest rates and market prices.
5
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
ACE CONSULTING MANAGEMENT, INC.
(A DEVELOPMENT STAGE COMPANY)
December 31, 2010 and 2009
Index to Financial Statements
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Page #
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Report of Independent Registered Public Accounting Firm
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F-1
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Balance Sheets
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F-2
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Statements of Operations
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F-3
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Statement of Stockholders’ Equity (Deficit)
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F-4
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Statements of Cash Flows
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F-5
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Notes to the Financial Statements
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F-6
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F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
ACE Consulting Management, Inc.
(A development stage company)
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, 2010 and 2009, and the related statements of operations, stockholders’ equity (deficit) and cash flows for the years then ended and for the period from September 19, 2003 (inception) through December 31, 2010. 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, 2010 and 2009, and the related statements of operations, stockholders’ equity (deficit) and cash flows for the years then ended and for the period from September 19, 2003 (inception) through December 31, 2010 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 at December 31, 2010 and had a net loss and net cash used in operating activities for the year ended, respectively with minimal 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
March 4, 2011
F-2
ACE CONSULTING MANAGEMENT, INC.
(A DEVELOPMENT STAGE COMPANY)
Balance Sheets
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December 31,
2010
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December 31,
2009
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Current Assets:
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Cash
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$ | 26,179 | $ | - | ||||
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Total current assets
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26,179 | - | ||||||
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TOTAL ASSETS
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$ | 26,179 | $ | - | ||||
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LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
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Current Liabilities:
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Accrued expenses
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$ | 1,275 | $ | 14,400 | ||||
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Total Current Liabilities
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1,275 | 14,400 | ||||||
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Stockholders' Equity (Deficit):
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Common stock: $0.001 par value; 50,000,000 shares authorized; 29,640,000 and 100,000 shares issued and outstanding, respectively
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29,640 | 100 | ||||||
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Additional paid-in capital
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1,460,110 | - | ||||||
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Deficit accumulated during the development stage
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(1,464,846 | ) | (14,500 | ) | ||||
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Total Stockholders’ Equity (Deficit)
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24,904 | (14,400 | ) | |||||
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
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$ | 26,179 | $ | - | ||||
See accompanying notes to the financial statements.
F-3
ACE CONSULTING MANAGEMENT, INC.
(A DEVELOPMENT STAGE COMPANY)
Statements of Operations
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For the
Year Ended
December 31, 2010
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For the
Year Ended
December 31, 2009
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For the
Period From September 19, 2003
(Inception)
through
December 31, 2010
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Revenues
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$ | 8,000 | $ | - | $ | 8,000 | ||||||
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Operating expenses:
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Professional fees
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40,406 | 3,250 | 54,806 | |||||||||
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Compensation – Officers and directors
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260,000 | - | 260,100 | |||||||||
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Consulting fees
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1,155,500 | - | 1,155,500 | |||||||||
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General and administrative
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2,440 | - | 2,440 | |||||||||
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Total operating expenses
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1,458,346 | 3,250 | 1,472,846 | |||||||||
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Loss before income taxes
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(1,450,346 | ) | (3,250 | ) | (1,464,846 | ) | ||||||
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Income tax provision
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- | - | - | |||||||||
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Net loss
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$ | (1,450,346 | ) | $ | (3,250 | ) | $ | (1,464,846 | ) | |||
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Net loss per common share –
basic and diluted
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$ | (0.08 | ) | $ | (0.03 | ) | $ | (0.57 | ) | |||
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Weighted average number of common shares outstanding – basic and diluted
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18,134,904 | 100,000 | 2,574,714 | |||||||||
See accompanying notes to the financial statements.
F-4
ACE CONSULTING MANAGEMENT, INC.
(A DEVELOPMENT STAGE COMPANY)
Statement of Stockholders’ Equity (Deficit)
For the Period from September 19, 2003 (Inception) through December 31, 2010
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Common Shares
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Amount
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Additional Paid-in Capital
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Deficit
Accumulated
During the
Development
Stage
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Total Stockholders’ Equity
(Deficit)
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September 23, 2009 (Inception)
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100,000 | $ | 100 | $ | - | $ | - | $ | 100 | |||||||||||
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Net loss
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(1,050 | ) | (1,050 | ) | ||||||||||||||||
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Balance, December 31, 2003
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100,000 | 100 | - | (1,050 | ) | (950 | ) | |||||||||||||
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Net loss
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(1,250 | ) | (1,250 | ) | ||||||||||||||||
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Balance, December 31, 2004
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100,000 | 100 | - | (2,300 | ) | (2,200 | ) | |||||||||||||
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Net loss
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(1,650 | ) | (1,650 | ) | ||||||||||||||||
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Balance, December 31, 2005
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100,000 | 100 | - | (3,950 | ) | (3,850 | ) | |||||||||||||
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Net loss
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(1,800 | ) | (1,800 | ) | ||||||||||||||||
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Balance, December 31, 2006
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100,000 | 100 | - | (5,750 | ) | (5,650 | ) | |||||||||||||
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Net loss
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(2,250 | ) | (2,250 | ) | ||||||||||||||||
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Balance, December 31, 2007
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100,000 | 100 | - | (8,000 | ) | (7,900 | ) | |||||||||||||
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Net loss
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(3,250 | ) | (3,250 | ) | ||||||||||||||||
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Balance, December 31, 2008
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100,000 | 100 | - | (11,250 | ) | (11,150 | ) | |||||||||||||
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Net loss
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(3,250 | ) | (3,250 | ) | ||||||||||||||||
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Balance, December 31, 2009
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100,000 | 100 | - | (14,500 | ) | (14,400 | ) | |||||||||||||
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Accrued expenses paid by
Stockholder booked as paid-in capital
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12,650 | - | 12,650 | |||||||||||||||||
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Common stock issued for compensation at $0.05 per share on January 5, 2010
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3,310,000 | 3,310 | 162,190 | - | 165,500 | |||||||||||||||
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Sale of common stock at $0.05
per share on February 16, 2010
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1,230,000 | 1,230 | 60,270 | - | 61,500 | |||||||||||||||
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Common Stock issued for compensation at $0.05
per share on June 14, 2010
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25,000,000 | 25,000 | 1,225,000 | - | 1,250,000 | |||||||||||||||
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Net loss
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(1,450,346 | ) | (1,450,346 | ) | ||||||||||||||||
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Balance, December 31, 2010
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29,640,000 | $ | 29,640 | $ | 1,460,110 | $ | (1,464,846 | ) | $ | 24,904 | ||||||||||
|
See accompanying notes to the financial statements.
|
||||||||||||||||||||
F-5
ACE CONSULTING MANAGEMENT, INC.
(A DEVELOPMENT STAGE COMPANY)
Statements of Cash Flows
|
For the Year
Ended
December 31, 2010
|
For the Year
Ended
December 31, 2009
|
Period from
September 19,
2003 (Inception)
through
December 31,
2010
|
||||||||||
|
Cash Flows From Operating Activities:
|
||||||||||||
|
Net loss
|
$ | (1,450,346 | ) | $ | (3,250 | ) | $ | (1,464,846 | ) | |||
|
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:
|
||||||||||||
|
Accrued expenses
|
(13,125 | ) | 3,250 | 1,275 | ||||||||
|
Net cash used in operating activities
|
(47,971 | ) | - | (47,971 | ) | |||||||
|
Cash Flows From Financing Activities:
|
||||||||||||
|
Payment of accrued expenses by
stockholder
|
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
|
26,179 | - | 26,179 | |||||||||
|
Cash at beginning of period
|
- | - | - | |||||||||
|
Cash at end of period
|
$ | 26,179 | $ | - | $ | 26,179 | ||||||
|
Supplemental disclosures of cash flow
information
|
||||||||||||
|
Interest paid
|
$ | - | $ | - | $ | - | ||||||
|
Income tax paid
|
$ | - | $ | - | $ | - | ||||||
See accompanying notes to financial statements.
F-6
ACE CONSULTING MANAGEMENT, INC.
(A DEVELOPMENT STAGE COMPANY)
December 31, 2010 and 2009
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.
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, 2010 and December 31, 2009; no 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 year ended December 31, 2010 and 2009 or for the period from September 19, 2003 (inception) through December 31, 2010.
F-7
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 common 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 common 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 the period. There were no potentially dilutive shares outstanding as of December 31, 2010 and 2009 or for the period from September 19, 2003 (inception) through December 31, 2010.
Commitments 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.
F-8
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 were 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. 2010-06 “Fair Value Measurements and Disclosures (Topic 820) Improving Disclosures about Fair Value Measurements”, which provides amendments to Subtopic 820-10 that requires 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 April 2010, the FASB issued ASU No. 2010-13, “Compensation—Stock Compensation (Topic 718): Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades” (“ASU 2010-13”). This update provides amendments to Topic 718 to clarify that an employee share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity’s equity securities trades should not be considered to contain a condition that is not a market, performance, or service condition. Therefore, an entity would not classify such an award as a liability if it otherwise qualifies as equity. The amendments in ASU 2010-13 are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010.
F-9
In August 2010, the FASB issued ASU 2010-21, “Accounting for Technical Amendments to Various SEC Rules and Schedules: Amendments to SEC Paragraphs Pursuant to Release No. 33-9026: Technical Amendments to Rules, Forms, Schedules and Codification of Financial Reporting Policies” (“ASU 2010-21”), was issued to conform the SEC’s reporting requirements to the terminology and provisions in ASC 805, Business Combinations, and in ASC 810-10, Consolidation. ASU No. 2010-21 was issued to reflect SEC Release No. 33-9026, “Technical Amendments to Rules, Forms, Schedules and Codification of Financial Reporting Policies,” which was effective April 23, 2009. The ASU also proposes additions or modifications to the XBRL taxonomy as a result of the amendments in the update.
In August 2010, the FASB issued ASU 2010-22, “Accounting for Various Topics: Technical Corrections to SEC Paragraphs” (“ASU 2010-22”), which amends various SEC paragraphs based on external comments received and the issuance of SEC Staff Accounting Bulletin (SAB) No. 112, which amends or rescinds portions of certain SAB topics. The topics affected include reporting of inventories in condensed financial statements for Form 10-Q, debt issue costs in conjunction with a business combination, sales of stock by subsidiary, gain recognition on sales of business, business combinations prior to an initial public offering, loss contingent and liability assumed in business combination, divestitures, and oil and gas exchange offers.
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. The Company has a deficit accumulated during the development stage of $1,464,846 at December 31, 2010, and had a net loss of $1,450,346 and net cash used in operating activities of $47,971 for the year then ended, 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 a par value of $0.001, of which 100,000 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.
On January 5, 2010, the Company authorized the issuance of 3,310,000 shares of its common stock for compensation valued 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 valued at $0.05 per share for a total of $1,250,000.
5. RELATED PARTY TRANSACTIONS
During the year ended December 31, 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.
F-10
6. COMMITMENTS
On August 8, 2010, the Company (the “Provider”) entered into a Services Agreement with Shanghai Gaogo Design Construction, Inc. (“the Client”). The agreement calls for the Company to perform certain design and construction services, which include project cost estimation, engineering design, construction and financial management of the project. The initial term of the agreement is for a period of two years, which is renewable for successive one year periods unless a party sends a written notice of non-renewal to the other party no later than 45 days prior to the expiry of the term. For the services, the Client shall pay to the Company a fixed 8% of the contract amount as a consulting fee for the completed service contract.
On August 8, 2010, the Company (the “Provider”) entered into a Services Agreement with Beijing Poly Design Co Ltd. (the “Client”). The agreement calls for the Company to perform certain design and construction services, which include project cost estimation, engineering design, construction and financial management of the project. The initial term of the agreement is for a period of two years, which is renewable for successive one year periods unless a party sends a written notice of non-renewal to the other party no later than 45 days prior to the expiry of the term. For the services, the Client shall pay to the Company a fixed 7.5% of the contract amount as a consulting fee for the completed service contract.
On November 10, 2010, the Company (the “Consultant”) entered into a Business Consultant Agreement with Shanghai Tonggao Investment Consulting Co, Ltd. (the “China Company”). The agreement calls for Consultant to perform general business advisory services. The term of the agreement is for a period of two years, which can be cancelled by either party on a 30-day written notice to the other party. The compensation for this agreement shall be paid at the rate of $80/hour for work performed in accordance with this agreement. However, the Consultant shall be paid at least $12,000 per year regardless of the amount of time spent in accordance with this agreement.
7. INCOME TAXES
Deferred tax assets
At December 31, 2010, the Company had net operating loss (“NOL”) carry–forwards for Federal income tax purposes of $1,464,846 that may be offset against future taxable income through 2030. 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 $498,048 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 $498,048.
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 realization. The valuation allowance increased approximately $493,118 and $1,105 for the years ended December 31, 2010 and 2009, respectively.
Components of deferred tax assets at December 31, 2010 and 2009 are as follows:
|
December 31, 2010
|
December 31, 2009
|
|||||||
|
Net deferred tax assets – Non-current:
|
||||||||
|
Expected income tax benefit from NOL carry-forwards
|
$
|
498,048
|
$
|
4,930
|
||||
|
Less valuation allowance
|
(498,048
|
)
|
(4,930
|
)
|
||||
|
Deferred tax assets, net of valuation allowance
|
$
|
-
|
$
|
-
|
||||
F-11
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, 2010
|
For the Year
Ended
December 31,
2009
|
|||||||
|
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
|
%
|
||||
8. SUBSEQUENT EVENTS
Management has evaluated all events that occurred after the balance sheet date through the date when these financial statements were issued to determine if they must be reported. The Management of the Company has determined that there were no reportable subsequent events to be disclosed.
F-12
(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)).
Evaluation of disclosure controls and procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of December 31, 2010. Based on this evaluation, our principal executive officer and principal financial officers have concluded that our disclosure controls and procedures are ineffective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules.
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management of the Company is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act over the registrant. The Company’s internal control over financial reporting is designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair presentation of published financial statements in accordance with United State’s generally accepted accounting principles (US GAAP), including those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with US GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and directors of the company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Management conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal Control— Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of our internal control over financial reporting as of December 31, 2010. Based on this assessment, Management concluded that the Company’s internal controls were not effective.
6
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report.
Changes in Internal Controls over financial reporting
No change in our system of internal control over financial reporting occurred during the period covered by this report, fourth quarter of the fiscal year ended December 31, 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS: COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Our Directors and Officers are listed below:
|
Name
|
Age
|
Positions and Offices Held
|
|
Alex Jen
|
67
|
President/CEO/CFO/Director
|
|
Gary A. Tickel
|
64
|
Director
|
Alex Jen, Ph.D. is the President and CFO of Omni Consultants Limited. 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 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 over 30 years experience in the financial industry. He had extensive financial consulting services experience including business management, corporate governance, regulatory compliance, public offering guidance, joint venture, and merchant banking services, to businesses in US. He has held various positions with RND Resources Inc, and various investment firms including Lehman Brothers in previous years.
There are no agreements or understandings for the officer or director to resign at the request of another person and the above-named officer and director is not acting on behalf of nor will act at the direction of any other person.
Other Significant Employees
Yvonne Jen, Advisor, Yvonne Jen has 6 years of working experience in food preparation industry. She effectively utilize extensive experience in the culinary field, teaching experience in culinary school, proficient in the operation of a restaurant in food preparation and food production processing sanitation guideline to provide consulting to clients in food processing operation field. She is a graduate of Le Cordon Bleu College of Culinary Arts, Pasadena, March 2003 and a graduate of University of California, San Diego, in June 2001.
7
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.
All officers and directors listed above will remain in office until the next annual meeting of our stockholders, and until their successors have been duly elected and qualified. There are no agreements with respect to the election of Directors. We have not compensated our Directors for service on our Board of Directors, any committee thereof, or reimbursed for expenses incurred for attendance at meetings of our Board of Directors and/or any committee of our Board of Directors. Officers are appointed annually by our Board of Directors and each Executive Officer serves at the discretion of our Board of Directors. We do not have any standing committees. Our Board of Directors may in the future determine to pay Directors’ fees and reimburse Directors for expenses related to their activities.
None of our Officers and/or Directors have filed any bankruptcy petition, been convicted of or been the subject of any criminal proceedings or the subject of any order, judgment or decree involving the violation of any state or federal securities laws within the past five (5) years.
Audit Committee
We do not have a standing audit committee of the Board of Directors. Management has determined not to establish an audit committee at present because of our limited resources and limited operating activities do not warrant the formation of an audit committee or the expense of doing so. We do not have a financial expert serving on the Board of Directors or employed as an officer based on management’s belief that the cost of obtaining the services of a person who meets the criteria for a financial expert under Item 401(e) of Regulation S-B is beyond its limited financial resources and the financial skills of such an expert are simply not required or necessary for us to maintain effective internal controls and procedures for financial reporting in light of the limited scope and simplicity of accounting issues raised in its financial statements at this stage of its development.
Certain Legal Proceedings
No director, nominee for director, or executive officer of the Company has appeared as a party in any legal proceeding material to an evaluation of his ability or integrity during the past ten years.
Compliance With Section 16(A) Of The Exchange Act.
Section 16(a) of the Exchange Act requires the Company’s officers and directors, and persons who beneficially own more than 10% of a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission and are required to furnish copies to the Company. To the best of the Company’s knowledge, any reports required to be filed were timely filed in fiscal year ended December 31, 2010.
Code of Ethics
The company has adopted a Code of Ethics applicable to its Chief Executive Officer and Chief Financial Officer. This Code of Ethics was previously filed on February 13, 2009 as an exhibit to the Form 10K.
Compensation of Executive Officers
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 fiscal years ended December 31, 2010 and 2009 in all capacities for the accounts of our executives, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO):
8
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 and Chief Financial Officer
|
2010
|
$
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
$
|
0
|
||||||||||||||||||||||
|
2009
|
$
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
$
|
0
|
|||||||||||||||||||||||
Employment Agreements
We do not have any employment agreements in place with our sole officer and director.
Compensation of Directors
Directors do not receive any 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.
The following table sets forth each person known by us to be the beneficial owner of five percent or more of the Company's Common Stock, all directors individually and all directors and officers of the Company as a group. Except as noted, each person has sole voting and investment power with respect to the shares shown.
|
Name and Address of
Beneficial Owner
|
Amount of
Beneficial Ownership
|
Percentage
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
(1 Person)
|
5,320,000
|
17.9%
|
(1) Based on 29,640,000 shares of common stock outstanding as of March 4, 2011
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During the year ended December 31, 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.
Audit Fees
For the Company’s fiscal years ended December 31, 2010 and 2009, we were billed approximately $__ and $1,750 respectively, for professional services rendered for the audit and review of financial statements included in our periodic and other reports filed with the Securities and Exchange Commission for our year ended December 31, 2010 and 2009.
Audit Related Fees
There were no fees for audit related services for the years ended December 31, 2010 and 2009.
Tax Fees
For the Company’s fiscal years ended December 31, 2010 and 2009, we were not billed for professional services rendered for tax compliance, tax advice, and tax planning.
All Other Fees
The Company did not incur any other fees related to services rendered by our principal accountant for the fiscal years ended December 31, 2010 and 2009.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before our auditor is engaged by us to render any auditing or permitted non-audit related service, the engagement be:
-approved by our audit committee; or
-entered into pursuant to pre-approval policies and procedures established by the audit committee, provided the policies and procedures are detailed as to the particular service, the audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee's responsibilities to management.
We do not have an audit committee. Our entire board of directors pre-approves all services provided by our independent auditors.
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The pre-approval process has just been implemented in response to the new rules. Therefore, our board of directors does not have records of what percentage of the above fees were pre-approved. However, all of the above services and fees were reviewed and approved by the entire board of directors either before or after the respective services were rendered.
PART IV
a) Documents filed as part of this Annual Report
1. Consolidated Financial Statements
2. Financial Statement Schedules
3. Exhibits
|
Exhibits #
|
Title
|
|
3.1
|
Amended Articles of Incorporation*
|
|
3.2
|
By-Laws **
|
|
10.1
|
Services Agreement between Ace Consulting Management, Inc. and Beijing Poly Design Co Ltd***
|
|
10.2
|
Services Agreement between Ace Consulting Management, Inc. and Shanghai Gaogo Design Construction Ltd.***
|
|
10.3
|
Services Agreement between Ace Consulting Management, Inc. and Shanghai Gaogo Design Construction Ltd.***
|
|
14
|
The Code of Ethics was previously filed on February 13, 2009 as an exhibit to the Form 10K.
|
|
31.1
|
Certification of President, Chief Executive Officer, Chief Financial Officer, Chairman of the Board of Directors Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
| 32.1 | Certification of President, Chief Executive Officer, Chief Financial Officer, Chairman of the Board of Directors Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
*Incorporated by reference to Form S-1 filed on September 16, 2010
**Incorporated by reference to Form 10SB filed on October 9, 2003
***Incorporated by reference to Form S-1 filed on October 29, 2010.
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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.
|
ACE Consulting Management, Inc.
|
|
|
By:
|
/s/Alex Jen
|
|
President, Chief Executive Officer, Principal Executive Officer
Chief Financial Officer,
Principal Financial Officer
Chairman of the Board of Directors
|
|
Dated
|
March 4, 2011
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
|
Name
|
Title
|
Date
|
|
|
/s/ Alex Jen
|
President, Chief Executive Officer, Chief Financial Officer,
|
March 4, 2011
|
|
|
Alex Jen
|
Chairman of the Board of Directors
|
||
|
/s/Gary Tickel
|
Director
|
March 4, 2011
|
|
|
Gary Tickel
|
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