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EXCEL - IDEA: XBRL DOCUMENT - AcroBoo, Inc.Financial_Report.xls
EX-32 - SECTION 906 CERTIFICATION - AcroBoo, Inc.ex321sec906.htm
EX-31 - SECTION 302 CERTIFICATION - AcroBoo, Inc.ex311sec302.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

Amendment No.2 to

FORM 10-Q/A

___________________

 

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the Quarterly Period Ended June 30, 2011

 

OR

 

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the transition period from ______ to ______.

 

Commission file number: 333-170477

 

ACROBOO, INC.

(Exact Name of Registrant Issuer as Specified in Its Charter)

 

Nevada     27-3074682

(State or other jurisdiction of

incorporation or organization)

   

(I.R.S. Employer

Identification No.)

 

3000 Bayport Drive, Suite 250, Tampa, FL 33607

(Address of principal executive offices, including zip code)

 

(813) 637-6900

(Registrant’s telephone number, including area code)

 

 

(Former name or former address, if changed since last report)

 

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 o     No x

 

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o     No þ

 

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes xNo o

 

As of August 11, 2011, the registrant had 1,624,620 shares of its $0.001 par value Common Stock issued and outstanding.

 

 
 

Explanatory Note

 

This Form 10-Q is being amended to include interactive data files (XBRL). No other material information has changed.

 

Table of Contents

AcroBoo, Inc.

Index to Form 10-Q

For the Quarterly Period Ended June 30, 2011

 

 

         
Part I – Financial Information   3  
     
Item  1.   Financial Statements    3  
     
    Balance Sheets as of June 30, 2011 and September 30, 2010    3  
     
   

Statements of Operations for the three and nine months ended June 30, 2011 and from Inception

(June 14, 2010) to June 30, 2011

   4  
     
   

Statements of Cash Flows for the nine months ended June 30, 2011 and from Inception

(June 14, 2010) to June 30, 2011

   5  
     
    Notes to Financial Statements    6  
     
Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations    9  
     
Item 3.   Quantitative and Qualitative Disclosure About Market Risk 15  

 

Item 4.

  Controls and Procedures 16  
   
Part II – Other Information 19  
     
Item 1.   Legal Proceedings 19  
     
Item 1A.   Risk Factors 19  
         
Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds 19  
     
Item 3.   Defaults Upon Senior Securities 19  
     
Item 4.   Submission of Matters to a Vote of Security Holders 19  
     
Item 5.   Other Information 19  
     
Item 6.   Exhibits 19  
   
Signatures 20  

 

 

 

 

 

2

 
 

 

Item 1. Financial Statements

 

AcroBoo, Inc.

(A Development Stage Company)

Balance Sheets

   

June 30,

2011

(Unaudited)

   

September 30, 2010

(Audited)

Assets          
Current assets:          
Cash and equivalents $ -   $ -
Total current assets   -     -
Total assets $ -   $ -
           
Liabilities and Stockholders' Deficit          
Current liabilities:          
Payable to related party $ 3,500   $ -
Accounts payable and other current liabilities   99     1,500
Total current liabilities   3,599     1,500
           
Total liabilities   3,599     1,500
           
Stockholders' deficit:          

 

Preferred stock, $.001 par value; 5,000,000 shares authorized; none issued

 

 

-

   

 

-

Common stock, $.001 par value; 70,000,000 shares authorized; 1,624,620 shares issued and outstanding at June 30, 2011 and no shares issued and outstanding at September 30, 2010  

 

 

1,624

   

 

-

Additional paid-in capital   2,951     3,075
Deficit accumulated during development stage   (8,174)     (4,575)
           
Total stockholders’ deficit   (3,599)     (1,500)
Total liabilities and stockholders' deficit $ -   $ -

 

 

The accompanying notes are an integral part of the financial statements.

 

 

3

 
 

AcroBoo, Inc.

(A Development Stage Company)

 Statements of Operations (Unaudited)

 

    For the three months ended June 30, 2011  

For the nine months ended

June 30, 2011

 

 

Inception (June 14, 2010) to June 30, 2010

 

 

Inception (June 14, 2010) to June 30, 2011

                 
                    
      Revenue $ - $ - $ - $ -
                 
     Expenses:                
     Organizational costs   1,849   3,599   -   8,174
                 
Total expenses   1,849   3,599   -   8,174
                 
      Net loss $ (1,849) $ (3,599) $ - $ (8,174)
                     

Weighted average number

of common shares outstanding

  -   -  

 

 

   
                 
Net loss per share $ (0.00) $ (0.00) $   $  
                 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of the financial statements.

 

4

 
 

AcroBoo, Inc.

(A Development Stage Company)

Statements of Cash Flows (Unaudited)

 

    For the nine months ended June 30, 2011    

Inception (June 14, 2010) to

June 30, 2010

   

Inception (June 14, 2010) to

June 30, 2011

Cash flows from operating activities                
Net loss $ (3,599)   $ -   $ (8,174)
Adjustments to reconcile net loss to net cash used by operating activities:                
Increase (decrease) in:                
Accounts payable and other current liabilities   2,099     -     1,849
Net cash used by operating activities   (1,500)     -     (6,325)
                 
Cash flows from financing activities                
Contributed capital   1,500     -     4,575
Net cash provided by financing activities   1,500     -     4,575
                 
Net increase (decrease) in cash   -     -     -
                 
Cash, beginning of period   -     -     -
                 
Cash, end of period $ -   $ -   $ -
                 
Supplemental disclosure of cash flow information                
                 
Shares issued to existing shareholders $ 1,624   $ -   $ 1,624
Cash paid during the period for income taxes $ -   $ -   $ -

 

The accompanying notes are an integral part of the financial statements.

 

5

 
 

AcroBoo, Inc.

(A Development Stage Company)

 

Notes to the Unaudited Financial Statements

 

June 30, 2011

 

NOTE 1 - FINANCIAL STATEMENTS

 

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at June 30, 2011 and for all periods presented have been made.

 

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the Company's September 30, 2010 audited financial statements filed therewith along with the amended S-1 registration statement. Operating results for the nine months ended June 30, 2011 are not necessarily indicative of the results that may be expected for the year ending September 30, 2011. The Company is a development stage company, as defined in FASB ASC 915 "Development Stage Entities."

 

 

NOTE 2 - GOING CONCERN

 

These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company has an accumulated deficit since inception of $8,174. The Company has not generated any revenues to date, and its ability to continue as a going concern is contingent upon the successful completion of additional financing arrangements and its ability to achieve and maintain profitable operations. Management plans to raise equity capital to finance the operating and capital requirements of the Company. Amounts raised will be used for further development of the Company's products, to provide financing for marketing and promotion and for other working capital purposes. While the Company is putting forth its best efforts to achieve the above plans, there is no assurance that any such activity will generate funds that will be available for operations.

 

These conditions raise substantial doubt about the Company's ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

 

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES

 

The relevant accounting policies are listed below.

 

Basis of Accounting

The basis is United States generally accepted accounting principles.

 

6

 
 

AcroBoo, Inc.

(A Development Stage Company)

 

Notes to the Unaudited Financial Statements

 

June 30, 2011

 

 

Cash and Cash Equivalents

The Company considers all short-term investments with a maturity of three months or less at the date of purchase to be cash and cash equivalents.

 

Use of Estimates

In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates.

 

Advertising

Advertising costs are expensed when incurred. The Company has not incurred any advertising expenses since inception.

 

Income Taxes

The provision for income taxes is the total of the current taxes payable and the net of the change in the deferred income taxes. Provision is made for the deferred income taxes where differences exist between the period in which transactions affect current taxable income and the period in which they enter into the determination of net income in the financial statements.

 

Year end

The Company's fiscal year-end is September 30.

 

Recent Accounting Pronouncements

The Company's management has evaluated all the recently issued accounting pronouncements through the filing date of these financial statements and does not believe that any of these pronouncements will have a material impact on the Company's financial position and results of operations.

 

 

NOTE 4 - STOCKHOLDERS' DEFICIT

 

The Company is authorized to issue 70,000,000 shares of its $0.001 par value common stock and 5,000,000 shares of its $0.001 par value preferred stock.

 

7

 
 

AcroBoo, Inc.

(A Development Stage Company)

 

Notes to the Unaudited Financial Statements

 

June 30, 2011

 

On June 14, 2010, a director of the Company contributed capital of $325 for incorporating fees. Such contribution is not expected to be repaid.

 

On July 21, 2010, a director of the Company contributed capital of $2,750 for audit fees. Such contribution is not expected to be repaid.

 

On October 28, 2010, a director of the Company contributed capital of $1,500 for audit fees. Such contribution is not expected to be repaid.

 

On November 9, 2010, the Company filed a Registration Statement with the U.S. Securities and Exchange Commission (“SEC”) on Form S-1. The Registration became effective on April 7, 2011. Jagged Peak (the former parent corporation) shareholders received one (1) share of AcroBoo common stock for every ten (10) shares of Jagged Peak owned on May 10, 2011 the record date for a total of 1,624,620 shares of Common Stock issued and outstanding. There were no additional considerations received from the shareholders and those shareholders holds all the Company’s current outstanding stock.

 

 

NOTE 5. RELATED PARTY TRANSACTIONS

 

The Company does not lease or rent any property. Office services are provided without charge by a director. Such costs are immaterial to the financial statements and, accordingly, have not been reflected therein. The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts.

 

On February 10, 2011, a director of the Company loaned $1,750 for review fees. Such loan is non interest bearing and expected to be repaid when funds become available.

 

On May 11, 2011, a director of the Company loaned $1,750 for audit fees. Such loan is non interest bearing and expected to be repaid when funds become available.

 

 

8

 
 

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

 

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

 

Forward-Looking Information

 

The Company may from time to time make written or oral "forward-looking statements" including statements contained in this report and in other communications by the Company, which are made in good faith by the Company pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995.

 

These forward-looking statements include statements of the Company's plans, objectives, expectations, estimates and intentions, which are subject to change based on various important factors (some of which are beyond the Company's control). The following factors, in addition to others not listed, could cause the Company's actual results to differ materially from those expressed in forward looking statements: the strength of the domestic and local economies in which the Company conducts operations, the impact of current uncertainties in global economic conditions and the ongoing financial crisis affecting the domestic and foreign banking system and financial markets, including the impact on the Company's suppliers and customers, changes in client needs and consumer spending habits, the impact of competition and technological change on the Company, the Company's ability to manage its growth effectively, including its ability to successfully integrate any business which it might acquire, and currency fluctuations. All forward- looking statements in this report are based upon information available to the Company on the date of this report. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law.

 

Critical Accounting Policies

There have been no material changes to our critical accounting policies and estimates from the information provided in "Management's Discussion and Analysis of Financial Condition and Results of Operations", included in our Registration Statement on Form S-1 for the fiscal year ended September 30, 2010.

 

Overview of Current Operations

 

Corporate History

 

The Company was organized June 14, 2010 (Date of Inception) under the laws of the State of Nevada, as AcroBoo, Inc. The Company was incorporated as a subsidiary of Jagged Peak, a Nevada corporation.

 

 

 

9

 
 

AcroBoo, Inc. Business Plan

 

AcroBoo is an e-commerce and supply chain solutions and services provider. AcroBoo is built on an OMS software platform that empowers multi-national corporations to successfully sell online and through other sales channels at multiple distribution points. AcroBoo will offer products through different websites that includes, but is not limited to: sunglasses, camping equipment, coffee products, home tools and lighting products. While managing our own online stores, we were often approached by companies who needed help establishing an online presence. We leverage our knowledge and infrastructure to offer services to assist other retailers expand their sales channel to the Web. Our services have evolved to include online retailing, e-channel development, e-marketing, and brand protection solutions. Management views these as important abilities in running an on-line business and they are part of AcroBoo's operation to sell products and protect its brands. AcroBoo on occasion plans to sell these services to clients desiring to run an on-line business but does not have their own in-house expertise. This is only expected to be a small portion of the business in the beginning years as AcroBoo builds up the number of products it sells on-line.

 

AcroBoo plans to search for new solutions that harness the power of the Internet to help companies drive revenue and expand their business. The Company takes possession of inventory and generates most of its revenues based on product sales or a percentage of the customers' sales. Management expects a small percent of its revenues will be generated from licensing its software products.

 

Sales and Marketing

 

We plan to market our products and services through direct and indirect sales channels. We will conduct our principal sales and marketing activities from corporate headquarters. We plan to develop a network of agents who assist in selling our products globally. We intend to utilize these and future relationships with software and service organizations to enhance our sales and marketing position. These independent distributors and resellers will distribute our product lines domestically and in foreign countries. These vendors typically sell their own consulting and systems integration services in conjunction with licensing our products.

 

We support our sales activities by conducting a variety of marketing programs including public relations, direct marketing, advertising, trade shows, product seminars, user group conferences and ongoing customer communication and industry analysts programs. We plan to participate in industry conferences such as those organized by the Council of Supply Chain Management Professionals and the Institute for Supply Management.

 

We also plan to engage in third-party software alliance programs with other software vendors. These programs generally provide some type of assistance for developing or marketing software products which are compatible with products of the other party.

 

 

10

 
 

Licenses

 

Management expects AcroBoo will earn a small percent of its revenue from fees generated from licensing our software products. In consideration of the payment of license fees, we may grant non-exclusive, nontransferable, perpetual licenses, which are primarily business unit and user-specific and geographically restricted. Our standard license agreement will contain provisions designed to prevent disclosure and unauthorized use of our software. In these agreements, we will warrant that our products will function in accordance with the specifications set forth in our product documentation.

 

The prices for our products are typically functions of the number of modules licensed and the number of servers, users and sites for which the solution is designed and deployed.

 

 

Customer Service and Support

 

We will provide the following services and support to our customers:

 

Training Support. We offer our customers a professional implementation program that facilitates rapid implementation of our software products. We will help customers define the nature of their project and subsequently proceed through the implementation process. We will provide training for all users and managers involved. We will first establish measurable financial and logistical performance indicators and then evaluate them for conformance during and after implementation. Additional services beyond implementation can include post-implementation reviews and benchmarks to further enhance the benefits to customers.

 

General Training Services. We will offer our customers post-delivery professional services consisting primarily of implementation and training services, for which we will charge on a daily basis. Customers that purchase implementation services will receive assistance in integrating our solution with existing software applications and databases.

 

Maintenance and Support Services. We will provide our customers with ongoing product support services. Typically, we expect to enter into support or maintenance contracts with customers for an initial one year term, with a renewal for additional periods thereafter. Under these contracts, we will provide telephone consulting, product updates and releases of new versions of products previously purchased by the customer, as well as error reporting and correction services. We will also provide ongoing support and maintenance services through telephone, electronic mail and web-based support, using a call logging and tracking system for quality assurance.

 

 

 

11

 
 

Competition

 

Our competitors are diverse and offer a variety of solutions directed at various aspects of the supply chain, as well as the enterprise application market as a whole. Our existing competitors include:

 

·         Large application software vendors such as SAP, Oracle and Infor, each of which offers sophisticated solutions that currently, or may in the future, incorporate supply chain management modules, advanced planning and scheduling, warehouse management, transportation or collaboration software;

 

·         Vendors focusing on the supply chain application software market; and

 

·         Internal development efforts by corporate information technology companies.

 

To the extent such vendors develop or acquire systems with functionality comparable to our products, their significant installed customer base, long- standing customer relationships and ability to offer a broad solution could provide a competitive advantage over our products.

 

We also expect to face additional competition as other established and emerging companies enter the market for collaborative e-commerce and supply chain management software and new products and technologies are introduced. In addition, current and potential competitors have made and may continue to make strategic acquisitions or establish cooperative relationships among themselves or with third parties, thereby increasing the ability of their products to address the needs of our prospective customers. Accordingly, it is possible that new competitors or alliances among current and new competitors may emerge and rapidly gain significant market share. Increased competition could result in fewer customer orders, reduced gross margins and loss of market share.

 

The principal competitive factors in the target markets in which we compete include product functionality and quality, domain expertise, integration technologies, product suite integration, breadth of products and related services such as customer support, training and implementation services.

 

Many of our competitors and potential competitors have a broader worldwide presence, longer operating histories, significantly greater financial, technical, marketing and other resources, greater name recognition, and a larger installed base of customers than we have. Some competitors have become more aggressive with their prices, payment terms and issuance of contractual implementation terms or guarantees. In order to be successful in the future, we must continue to develop innovative software solutions and respond promptly and effectively to technological change and competitors' innovations. We may also have to lower prices or offer other favorable terms. Our competitors may be able to respond more quickly to new or emerging technologies and changes in customer requirements or devote greater resources to the development, promotion and sale of their products.

 

We believe that our principal competitive advantages are our comprehensive, integrated solutions, the ability of our solutions to generate business benefits for our customers, our investment in product development, our domain expertise, the ease of use of our software products, implementation services, and our ability to deliver rapid return on investment for our customers.

 

 

12

 
 

Results of Operations for the nine months ended June 30, 2011

 

We earned no revenues since our inception on June 14, 2010 through June 30, 2011. We do not anticipate earning any significant revenues within the next 24 months, and can provide no assurance that we will be successful in developing any products.

 

For the period from inception through June 30, 2011, we generated no income. Since our inception on June 14, 2010, we experienced a net loss of $8,174.Our loss was attributed to organizational expenses, audit and legal fees. We anticipate our operating expenses will increase as we enhance our operations. The increase will be attributed to professional fees to be incurred in connection with maintaining our fully reporting requirements with the U. S. Securities and Exchange Commission and building the infrastructure of our business operations.

 

For the three months ending June 30, 2011, we experienced expenses of $1,849 for organizational costs. For the nine months ending June 30, 2011, we experienced organizational costs of $3,599. In our September 30, 2010 year-end financials, our auditor issued an opinion that our financial condition raises substantial doubt about the Company's ability to continue as a going concern.

 

Revenues

 

We generated no revenues for the period from inception (June 14, 2010) through June 30, 2011. We do not anticipate generating any revenues for at least 12 months.

 

Going Concern

 

The financial statements included with this quarterly report have been prepared in accordance with generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As of June 30, 2011, the Company has not recognized any revenues and has accumulated operating losses of approximately $8,174 since inception. The Company's ability to continue as a going concern is contingent upon the successful completion of additional financing arrangements and its ability to achieve and maintain profitable operations. Management plans to raise equity capital to finance the operating and capital requirements of the Company. Amounts raised will be used for further development of the Company's products, to provide financing for marketing and promotion, to secure additional property and equipment, and for other working capital purposes. While the Company is putting forth its best efforts to achieve the above plans, there is no assurance that any such activity will generate funds that will be available for operations.

 

These conditions raise substantial doubt about the Company's ability to continue as a going concern. Our financial statements do not include any adjustments that might arise from this uncertainty.

 

 

 

13

 
 

Summary of any product research and development that we will perform for the term of our plan of operation.

 

Our future success depends in part upon our ability to respond to changing customer requirements, develop and introduce new or enhanced products, and keep pace with technological developments and emerging industry standards. We focus our development efforts on several areas, including, but not limited to, enhancing operability of our products across distributed and changing heterogeneous hardware platforms, operating systems and relational databases, and adding functionality to existing products. These development efforts will continue to focus on deploying applications within a multi-tiered ERP and supply chain environment, including the Internet.

 

Expected purchase or sale of plant and significant equipment.

 

We do not anticipate the purchase or sale of any plant or significant equipment; as such items are not required by us at this time.

 

Significant changes in the number of employees.

 

As of June 30, 2011, we did not have any employees. We are dependent upon our sole officer and a director for our future business development. As our operations expand we anticipate the need to hire additional employees, consultants and professionals; however, the exact number is not quantifiable at this time.

 

Liquidity and Capital Resources

 

Our balance sheet as of June 30, 2011 reflects no assets and $3,599 in current liabilities. Cash and cash equivalents from inception to date have been sufficient to provide the operating capital necessary to operate to date.

 

A critical component of our operating plan impacting our continued existence is the ability to obtain additional capital through additional equity and/or debt financing.

 

The Company has limited financial resources available, which has had an adverse impact on the Company's liquidity, activities and operations. These limitations have adversely affected the Company's ability to obtain certain projects and pursue additional business. Without realization of additional capital, it would be unlikely for the Company to continue as a going concern. In order for the Company to remain a Going Concern it will need to find additional capital. Additional working capital may be sought through additional debt or equity private placements, additional notes payable to banks or related parties (officers, directors or stockholders), or from other available funding sources at market rates of interest, or a combination of these. The ability to raise necessary financing will depend on many factors, including the nature and prospects of any business to be acquired and the economic and market conditions prevailing at the time financing is sought. No assurances can be given that any necessary financing can be obtained on terms favorable to the Company, or at all.

 

Our sole officer/director has agreed to contribute funds to the operations of the Company, in order to keep it fully reporting for the next twelve (12) months, without seeking reimbursement for funds contributed.

 

As a result of the Company's current cash status, no officer or director received compensation through the quarter ended June 30, 2011. The Company has no employment agreements in place with its officers.

 

14

 
 

AcroBoo, Inc. Funding Requirements

 

AcroBoo, Inc. needs funding to fully execute its business plan. AcroBoo, Inc. will require at least $3,000,000 to build its infrastructure, market its services and build a client base.

 

If AcroBoo raises less then $3,000,000, AcroBoo still can build its infrastructure, but to a smaller degree. Limited funding will not preclude AcroBoo from moving forward with its business plan. Once the business begins to operate and generate sales, management expects accounts receivable balances and thus a significant amount of working capital will not be necessary until the Company desires to expand the products (increase in inventory).

 

Future funding could result in potentially dilutive issuances of equity securities, the incurrence of debt, contingent liabilities and/or amortization expenses related to goodwill and other intangible assets, which could materially adversely affect the Company's business, results of operations and financial condition. Any future acquisitions of other businesses, technologies, services or product(s) might require the Company to obtain additional equity or debt financing, which might not be available on terms favorable to the Company, or at all, and such financing, if available, might be dilutive.

 

 

Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results or operations, liquidity, capital expenditures or capital resources that is material to investors.

 

Critical Accounting Policies and Estimates

 

Revenue Recognition: We recognize revenue from product sales once all of the following criteria for revenue recognition have been met: pervasive evidence that an agreement exists; the services have been rendered; the fee is fixed and determinable and not subject to refund or adjustment; and collection of the amount due is reasonable assured.

 

New Accounting Standards

 

Management has evaluated recently issued accounting pronouncements through May 24, 2010 and concluded that they will not have a material effect on the financial statements as of June 30, 2011.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

 

Not applicable.

 

 

15

 
 

Item 4T. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Our disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in rules and forms adopted by the SEC, and that such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosures.

 

Management, with the participation of the Chief Executive Officer and the Chief Financial Officer, who is also the sole member of our Board of Directors, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on such evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that, our disclosure controls and procedures were not effective. Our disclosure controls and procedures were not effective because of the "material weaknesses" described below under "Management's report on internal control over financial reporting," which are in the process of being remediated as described below under "Management Plan to Remediate Material Weaknesses."

 

Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting, as defined in rules promulgated under the Exchange Act, is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer and affected by our Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Internal control over financial reporting includes those policies and procedures that:

 

o pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

 

o provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and our Board of Directors; and

 

o provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements

 

 

 

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Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable, not absolute, assurance that the objectives of the control system are met and may not prevent or detect misstatements. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process, and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Further, over time control may become inadequate because of changes in conditions or the degree of compliance with the policies or procedures may deteriorate.

 

Our management assessed the effectiveness of our internal control over financial reporting as of April 1, 2011. In making its assessment, management used the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on its assessment, management has concluded that we had certain control deficiencies described below that constituted material weaknesses in our internal controls over financial reporting. As a result, our internal control over financial reporting was not effective as of June 30, 2011.

 

A "material weakness" is defined under SEC rules as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company's annual or interim financial statements will not be prevented or detected on a timely basis by the company's internal controls. As a result of management's review of the investigation issues and results, and other internal reviews and evaluations that were completed after the end of quarter related to the preparation of management's report on internal controls over financial reporting required for this quarterly report on Form 10-Q, management concluded that we had material weaknesses in our control environment and financial reporting process consisting of the following:

 

1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures;

 

We do not believe the material weaknesses described above caused any meaningful or significant misreporting of our financial condition and results of operations for the fiscal year ended September 30, 2010. However, management believes that the lack of a functioning audit committee results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

 

 

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Management Plan to Remediate Material Weaknesses

 

Management is pursuing the implementation of corrective measures to address the material weaknesses described above. In an effort to remediate the identified material weaknesses and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

 

We plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.

 

We believe the remediation measures described above will remediate the material weaknesses we have identified and strengthen our internal control over financial reporting. We are committed to continuing to improve our internal control processes and will continue to diligently and vigorously review our financial reporting controls and procedures. As we continue to evaluate and work to improve our internal control over financial reporting, we may determine to take additional measures to address control deficiencies or determine to modify, or in appropriate circumstances not to complete, certain of the remediation measures described above.

 

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

This quarterly report does not include an attestation report of the Corporation's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Corporation's registered public accounting firm pursuant to temporary rules of the SEC that permit the Corporation to provide only the management's report in this quarterly report.

 

(c) Changes in internal controls over financial reporting

 

There was no change in our internal controls over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

 

 

 

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PART II. OTHER INFORMATION

 

Item 1 -- 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 not presently a party to any material litigation, nor to the knowledge of management is any litigation threatened against us, which may materially affect us.

 

 

Item 1A - Risk Factors

 

See Risk Factors set forth the Company's Registration Statement on Form S-1 for the fiscal year ended September 30, 2010 and the discussion in Item 1, above, under “Liquidity and Capital Resources."

 

 

Item 2 -- Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

 

Item 3 -- Defaults upon Senior Securities

 

None.

 

 

Item 4 -- Submission of Matters to a Vote of Security Holders

 

None.

 

 

Item 5 -- Other Information

 

On November 9, 2010, the Company filed a Registration Statement with the U.S. Securities and Exchange Commission ("SEC") on Form S-1. The Registration became effective on April 7, 2011. Jagged Peak (the former parent corporation) shareholders received one (1) share of AcroBoo common stock for every ten (10) shares of Jagged Peak owned on May 10, 2011 the record date for a total of 1,624,620 shares of Common Stock issued and outstanding

 

 

Item 6 -- Exhibits

 

 

Exhibit Number Description
31.1 Section 302 Certification - Chief Executive Officer
32.1 Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Chief Executive Officer

 

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amended report to be signed on its behalf by the undersigned thereunto duly authorized.

 

September 14, 2011

  AcroBoo, Inc.
  By:  /s/ Dan Furlong
  Dan Furlong
President (principal executive, financial and accounting officer)

 

 

 

 

 

 

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