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EXCEL - IDEA: XBRL DOCUMENT - ACM Corp | Financial_Report.xls |
EX-31 - ACM Corp | ex_31.htm |
EX-32 - ACM Corp | ex_32.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-Q
(Mark
One)
[X]
|
QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For the
quarterly period ended February 29, 2012
[
]
|
TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT
|
For the
transition period from ____________ to ______________
Commission
file number: 333-167984
ACM
CORPORATION
(Name of
registrant in its charter)
Nevada
|
7380
|
68-0680465
|
||
(State
or jurisdiction
of
incorporation or organization)
|
(Primary
Standard
Industrial
Classification
Code
Number)
|
(IRS
Employer Identification No.)
|
1736
Angel Falls Street
Las Vegas, NV,
89142-1230
(Address
of principal executive offices)
(209)
694-4885
(Registrant's
telephone number)
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 has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such
files). Yes x No o
Indicate
by check mark whether the registrant is a large accelerated filer, and
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
(Do
not check if a smaller reporting company)
|
Smaller
reporting company x
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act. Yes o
No o
At April
6, 2012, there were 89,642,640 shares
of the Issuer's common stock outstanding.
1
PART
I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL
STATEMENTS
ACM
CORPORATION
(FKA
INCOME NOW CONSULTING) (A
Development Stage Company)Balance
Sheets
|
||||||||
ASSETS
|
||||||||
February
29,
|
May
31,
|
|||||||
2012
|
2011
|
|||||||
(unaudited) | ||||||||
CURRENT
ASSETS
|
||||||||
Cash
|
$ | - | $ | 291 | ||||
Total
Current Assets
|
- | 291 | ||||||
TOTAL
ASSETS
|
$ | - | $ | 291 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT)
|
||||||||
CURRENT
LIABILITIES
|
||||||||
Accounts
payable
|
$ | - | $ | 177 | ||||
Accounts
payable - related party
|
- | 17,605 | ||||||
Total
Current Liabilities
|
- | 17,782 | ||||||
STOCKHOLDERS'
EQUITY (DEFICIT)
|
||||||||
Preferred
stock, 50,000,000 shares authorized at
|
||||||||
par
value of $0.0001, no shares issued and outstanding
|
- | - | ||||||
Common
stock, 100,000,000 shares authorized at
|
||||||||
par
value of $0.0001, 89,642,640 shares
|
||||||||
issued
and outstanding
|
89,642 | 89,642 | ||||||
Additional
paid-in capital
|
(677 | ) | (49,042 | ) | ||||
Deficit
accumulated during the development stage
|
(88,965 | ) | (58,091 | ) | ||||
Total
Stockholders' Equity (Deficit)
|
- | (17,491 | ) | |||||
TOTAL
LIABILITIES AND
|
||||||||
STOCKHOLDERS'
EQUITY (DEFICIT)
|
$ | - | $ | 291 |
The
accompanying notes are an integral part of these financial
statements.
2
ACM CORPORATION | ||||||||||||||||||||
(FKA INCOME NOW CONSULTING) | ||||||||||||||||||||
(A
Development Stage Company)
|
||||||||||||||||||||
Statements of Operations | ||||||||||||||||||||
(Unaudited)
|
||||||||||||||||||||
For the Three Months Ended February 29, | For the Three Months Ended February 28, | For the Nine Months Ended February 29, | For the Nine Months Ended February 28, | From Inception on April 23, 2010 through February 29, | ||||||||||||||||
2012 | 2011 | 2012 | 2011 | 2012 | ||||||||||||||||
REVENUES
|
$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
COST
OF SALES
|
- | - | - | - | - | |||||||||||||||
GROSS
MARGIN
|
- | - | - | - | - | |||||||||||||||
OPERATING
EXPENSES
|
||||||||||||||||||||
Professional
fees
|
18,773 | 9,637 | 29,880 | 36,341 | 79,661 | |||||||||||||||
General
and administrative
|
254 | 43 | 290 | 6,013 | 8,600 | |||||||||||||||
Total
Operating
|
||||||||||||||||||||
Expenses
|
19,027 | 9,680 | 30,170 | 42,354 | 88,261 | |||||||||||||||
INCOME
(LOSS) FROM
|
||||||||||||||||||||
LOSS
FROM OPERATIONS
|
(19,027 | ) | (9,680 | ) | (30,170 | ) | (42,354 | ) | (88,261 | ) | ||||||||||
OTHER
INCOME (EXPENSE)
|
||||||||||||||||||||
Interest
expense
|
- | - | (704 | ) | - | (704 | ) | |||||||||||||
Total
other income (expense)
|
- | - | (704 | ) | - | (704 | ) | |||||||||||||
INCOME
(LOSS) BEFORE
|
||||||||||||||||||||
LOSS
BEFORE INCOME TAXES
|
(19,027 | ) | (9,680 | ) | (30,874 | ) | (42,354 | ) | (88,965 | ) | ||||||||||
CURRENT
INCOME TAX EXPENSE (BENEFIT)
|
- | - | - | - | - | |||||||||||||||
PROVISION
FOR INCOME TAXES
|
- | - | - | - | - | |||||||||||||||
NET
LOSS
|
$ | (19,027 | ) | $ | (9,680 | ) | $ | (30,874 | ) | $ | (42,354 | ) | $ | (88,965 | ) | |||||
BASIC
AND DILUTED LOSS PER COMMON SHARE
|
$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||||||
WEIGHTED
AVERAGE NUMBER OF COMMON SHARES
|
||||||||||||||||||||
OUTSTANDING
- BASIC AND DILUTED
|
89,642,640 | 89,642,640 | 89,642,640 | 89,642,640 |
The
accompanying notes are an integral part of these financial
statements
3
ACM
CORPORATION
(FKA
INCOME NOW CONSULTING)
|
||||||||||||
(A
Development Stage Company)
Statements
of Cash Flows
|
||||||||||||
For
the Nine
Months
Ended February
29, |
For
the Nine
Months
Ended February
28, |
From
Inception
on
April 23, 2010
Through February
29, |
||||||||||
2012 | 2011 | 2012 | ||||||||||
OPERATING
ACTIVITIES
|
||||||||||||
Net
loss
|
$ | (30,874 | ) | $ | (42,354 | ) | $ | (88,965 | ) | |||
Adjustments
to reconcile net loss to
|
||||||||||||
net
cash used by operating activities:
|
- | - | - | |||||||||
Changes
in operating assets and liabilities:
|
||||||||||||
Prepaid
expenses
|
- | 6,750 | - | |||||||||
Accrued
interest payable
|
- | - | - | |||||||||
Accounts
payable
|
(177 | ) | 1,998 | - | ||||||||
Net
Cash Used in Operating Activities
|
(31,051 | ) | (33,606 | ) | (88,965 | ) | ||||||
INVESTING
ACTIVITIES
|
- | - | - | |||||||||
FINANCING
ACTIVITIES
|
||||||||||||
Proceeds
from common stock issued
|
- | - | 40,600 | |||||||||
Proceeds
from related party payables
|
30,760 | 4,074 | 48,365 | |||||||||
Net
Cash Provided by Financing Activities
|
30,760 | 4,074 | 88,965 | |||||||||
NET
INCREASE (DECREASE) IN CASH
|
(291 | ) | (29,532 | ) | - | |||||||
CASH
AT BEGINNING OF PERIOD
|
291 | 29,841 | - | |||||||||
CASH
AT END OF PERIOD
|
$ | - | $ | 309 | $ | - | ||||||
SUPPLEMENTAL
DISCLOSURES OF
|
||||||||||||
CASH
FLOW INFORMATION:
|
||||||||||||
CASH
PAID FOR:
|
||||||||||||
Interest
|
$ | - | $ | - | $ | - | ||||||
Income
taxes
|
$ | - | $ | - | $ | - | ||||||
NON
CASH FINANCING ACTIVITIES:
|
||||||||||||
Contributed
capital
|
$ | 48,365 | $ | - | $ | 48,365 |
The
accompanying notes are an integral part of these financial
statements.
4
ACM
CORPORATION
(A
Development Stage Company)
Notes to
the Financial Statements
NOTE
1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of
Business
ACM
Corporation (formerly known as Income Now Consulting) (the “Company”) was
incorporated in the State of Nevada on April 23, 2010. The Company is engaged in
offering an interactive web-based fundraising program designed for non-profit
organizations, schools and clubs. The Company has no revenues and limited
operations and is accordingly classified as a development stage
company.
Basis of
Presentation
The
unaudited financial statements as of February 29, 2012 and for the nine months
ended February 29, 2012 have been prepared in accordance with accounting
principles generally accepted in the United States for interim financial
information in accordance with Securities and Exchange
Commission (SEC) Regulation S-X rule 8-03. In the opinion of
management, the unaudited financial statements have been prepared on the same
basis as the annual financial statements and reflect all adjustments, which
include only normal recurring adjustments, necessary to present fairly the
financial position as of February 29, 2012 and the results of operations and
cash flows for the periods then ended. The financial data and other information
disclosed in these notes to the interim financial statements related to the
period are unaudited. The results for the nine month period ended February
29, 2012, are not necessarily indicative of the results to be expected for any
subsequent quarters or for the entire year ending May 31, 2012. The balance
sheet at May 31, 2011 has been derived from the audited financial
statements at that date.
Use of
Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
revenue and expenses during the reporting period. Actual results could differ
from those estimates.
Recent Accounting
Pronouncements
Management
has considered all recent accounting pronouncements issued since the last audit
of our financial statements. The Company’s management believes that these recent
pronouncements will not have a material effect on the Company’s financial
statements.
NOTE
2 - GOING CONCERN
The
accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States, which contemplate
continuation of the Company as a going concern. However, the Company
has not generated revenues since inception and has an accumulated deficit of
$88,965as of February 29, 2012. The Company currently has limited
liquidity and has not completed its efforts to establish a stabilized source of
revenues sufficient to cover operating costs over an extended period of
time. These factors raise substantial doubt about the Company’s
ability to continue as a going concern.
Management
anticipates that the Company will be dependent, for the near future, on
additional investment capital, primarily from its shareholders, to fund
operating expenses. The Company intends to position itself so that it may be
able to raise additional funds through the capital markets. In light of
management’s efforts, there are no assurances that the Company will be
successful in this or any of its endeavors or become financially viable and
continue as a going concern.
5
NOTE
3 – RELATED PARTY PAYABLES
On July 31, 2011, the Company
entered into a Promissory Note with Ruthy Navon (the Company’s prior Secretary
and Promoter, who the Company is party to a Consulting Agreement
with).
Various
expenses of the Company, including general and administrative expenses and
professional fees, have been paid for or made by a related party. On January 25,
2012, the Company entered into an extinguishment of debt agreement with Ruthy
Navon (related-party). The agreement extinguishes all debt, including interest
payable, due to Ruthy Navon. The total of debt extinguished was
$48,365.
NOTE
4 – SUBSEQUENT EVENTS
On March
13, 2012 (subsequent to the end of the period covered by this report), the
Company filed an amendment to its Articles of Incorporation (the “Amended
Articles”) with the Secretary of the State of Nevada, pursuant to which the
Company changed its name from Income Now Consulting to ACM Corporation. The
Company’s new name was declared effective by FINRA, for OTC trading purposes, on
March 30, 2012. The name change was accompanied by a new trading symbol for its
common stock, “ACMA.”
The
Company is currently engaged in discussions with ACM Corporation, a Bahamas
corporation (“ACM Bahamas”), regarding a possible business combination involving
the two companies. At this stage, no definitive terms have been agreed to, and
neither party is currently bound to proceed with any transaction. With the
permission of ACM Bahamas, the Company has changed its name to facilitate these
discussions. If the parties determine not to proceed with a business
combination, the Company will change its name back to Income Now Consulting or
adopt another name.
The
Company’s Board of Directors also declared an 18.66-for-1 forward stock split on
the Company’s common stock in the form of a dividend, with a record date of
March 9, 2012, a payment date of March 22, 2012, an ex-dividend date of March
23, 2012, and a due bill redeemable date of March 27, 2012. The stock split
entitled each shareholder as of the record date to receive 17.66 additional
shares of common stock for each one share owned. Additional shares issued as a
result of the stock split were distributed on the payment date.
ACM
Bahamas is a junior mining enterprise with a focus on West
Africa. ACM has one producing manganese mine in Burkina Faso, and one
manganese mine in development in Mali. Manganese is essential to
steel production, which is its primary use; it is also used in aluminum alloys
and other industrial applications. ACM’s global headquarters is
located in the United States in Boston, Massachusetts, with West African
regional offices in Ouagadougou, Burkina Faso, and Bamako, Mali.
In
accordance with ASC 855 the Company’s management reviewed all material events
through the date of this report and there are no additional material subsequent
events to report.
6
ITEM 2. MANAGEMENT'S
DISCUSSION AND ANALYSIS
ALL
STATEMENTS IN THIS DISCUSSION THAT ARE NOT HISTORICAL ARE FORWARD-LOOKING
STATEMENTS WITHIN THE MEANING OF SECTION 21E OF THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED. STATEMENTS PRECEDED BY, FOLLOWED BY OR THAT OTHERWISE INCLUDE
THE WORDS "BELIEVES," "EXPECTS," "ANTICIPATES," "INTENDS," "PROJECTS,"
"ESTIMATES," "PLANS," "MAY INCREASE," "MAY FLUCTUATE," AND SIMILAR EXPRESSIONS
OR FUTURE OR CONDITIONAL VERBS SUCH AS "SHOULD," "WOULD," "MAY" AND "COULD" ARE
GENERALLY FORWARD-LOOKING IN NATURE AND NOT HISTORICAL FACTS. THESE
FORWARD-LOOKING STATEMENTS WERE BASED ON VARIOUS FACTORS AND WERE DERIVED
UTILIZING NUMEROUS IMPORTANT ASSUMPTIONS AND OTHER IMPORTANT FACTORS THAT COULD
CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN THE FORWARD-LOOKING
STATEMENTS. FORWARD-LOOKING STATEMENTS INCLUDE THE INFORMATION CONCERNING OUR
FUTURE FINANCIAL PERFORMANCE, BUSINESS STRATEGY, PROJECTED PLANS AND OBJECTIVES.
THESE FACTORS INCLUDE, AMONG OTHERS, THE FACTORS SET FORTH BELOW UNDER THE
HEADING "RISK FACTORS." ALTHOUGH WE BELIEVE THAT THE EXPECTATIONS REFLECTED IN
THE FORWARD-LOOKING STATEMENTS ARE REASONABLE, WE CANNOT GUARANTEE FUTURE
RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS. MOST OF THESE FACTORS
ARE DIFFICULT TO PREDICT ACCURATELY AND ARE GENERALLY BEYOND OUR CONTROL. WE ARE
UNDER NO OBLIGATION TO PUBLICLY UPDATE ANY OF THE FORWARD-LOOKING STATEMENTS TO
REFLECT EVENTS OR CIRCUMSTANCES AFTER THE DATE HEREOF OR TO REFLECT THE
OCCURRENCE OF UNANTICIPATED EVENTS. READERS ARE CAUTIONED NOT TO PLACE UNDUE
RELIANCE ON THESE FORWARD-LOOKING STATEMENTS. REFERENCES IN THIS FORM 10-Q,
UNLESS ANOTHER DATE IS STATED, ARE TO AUGUST 31, 2011. AS USED HEREIN, THE
"COMPANY," “INCOME NOW,” "WE," "US," "OUR" AND WORDS OF SIMILAR MEANING REFER TO
ACM CORPORATION.
Overview
of the Company
We were
incorporated in the state of Nevada on April 23, 2010. We had been focused on
developing and marketing a web-based interactive fundraising
program. Our head offices are currently located
at 1736 Angel Falls Street, Las Vegas, NV 89142. Our telephone number
is 1-209-694-4885.
On March
13, 2012 (subsequent to the end of the period covered by this report), we filed
an amendment to our Articles of Incorporation (the “Amended Articles”) with the
Secretary of the State of Nevada, pursuant to which we changed our name from
Income Now Consulting to ACM Corporation. The Company’s new name was declared
effective by FINRA, for OTC trading purposes, on March 30, 2012. The name change
was accompanied by a new trading symbol for our common stock,
“ACMA.”
We are
currently engaged in discussions with ACM Corporation, a Bahamas corporation
(“ACM Bahamas”), regarding a possible business combination involving the two
companies. At this stage, no definitive terms have been agreed to, and neither
party is currently bound to proceed with any transaction. With the permission of
ACM Bahamas, we
have changed our name to facilitate these discussions. If the parties determine
not to proceed with a business combination, we will change our name back to
Income Now Consulting or adopt another name.
ACM
Bahamas is a junior mining enterprise with a focus on West
Africa. ACM has one producing manganese mine in Burkina Faso, and one
manganese mine in development in Mali. Manganese is essential to
steel production, which is its primary use; it is also used in aluminum alloys
and other industrial applications. ACM’s global headquarters is
located in the United States in Boston, Massachusetts, with West African
regional offices in Ouagadougou, Burkina Faso, and Bamako, Mali.
Our Board
of Directors also declared an 18.66-for-1 forward stock split on the Company’s
common stock in the form of a dividend, with a record date of March 9, 2012, a
payment date of March 22, 2012, an ex-dividend date of March 23, 2012, and a due
bill redeemable date of March 27, 2012. The stock split entitled each
shareholder as of the record date to receive 17.66 additional shares of common
stock for each one share owned. Additional shares issued as a result of the
stock split were distributed on the payment date.
7
Unless
otherwise indicated, all historical share and per share numbers relating to our
common stock in this report have been adjusted to give effect to the stock
split.
PLAN
OF OPERATION
No
definitive terms regarding a possible business combination between us and ACM
have been agreed to, and neither party is currently bound to proceed with any
transaction, and there can be no assurance that any such transaction will be
consummated. The following discussion assumes no such transaction
will occur.
We plan
to establish ourselves as a company that will produce and distribute an
interactive web-based fundraising program. Distribution is planned to be made
via the internet directly to our future clients, non-profit organizations,
schools and clubs.
Our
target market
Our
initial target market is all those who fundraise, particularly non-profit
organizations, schools and clubs firstly in the United States, followed by
Canada and Europe.
Our
mission
To offer
a three step service to non-profit organizations, schools and clubs by offering
assistance in identifying their needs and target market, offering links and
suggestions on what fundraising product to use, and finally to offer an
interactive web-based database management program designed to track and link the
customers of our clients.
Our
business objectives are
●
|
To
further develop an interactive web-based program that will benefit
non-profit organizations, schools and clubs, giving our clients the
opportunity to maximize their fundraising efforts.
|
●
|
To
execute our web-based marketing campaign and to create interest in our
services and product.
|
●
|
To
establish a brand name that will be associated with user-friendly
interactive program and database
management.
|
During
the first stages of our growth, our officers and Directors will provide all of
the labor required to execute our business plan at no charge, except we intend
to hire a website programmer on a contract basis for two months at an estimated
cost of $8,000 to finish and upgrade our website, and we also plan to outsource
the final program development tasks at an estimated cost of $10,000,
and finally contract administration and marketing support for three months at an
estimated cost of $10,000 which costs we plan to pay out of our working capital
and through funds raised through the sale of debt or equity securities and/or
traditional bank funding.
Estimated
Expenses for the Next Twelve Month Period
The
following provides an overview of our expenses to fund our plan of operation
over the next twelve months:
Legal,
Accounting and Transfer Agent Fees
|
$
|
30,000
|
||
Program Development
|
$
|
10,000
|
||
Website
Development
|
$
|
8,000
|
||
Marketing
and Advertising
|
$
|
6,000
|
||
Office
Rent
|
$
|
1,000
|
||
Administration
|
$
|
10,000
|
||
Total
|
$
|
65,000
|
8
RESULTS
OF OPERATIONS FOR THE THREE MONTHS ENDED FEBRUARY 29, 2012
We had no
revenues for the three months ended February 29, 2012 and 2011. The
Company is currently in the development stage of its business development and
has had only limited operations to date. We do not anticipate earning revenues
until we are able to successfully complete and market our interactive
fundraising program.
Our total
operating expenses for the three months ended February 29, 2012 were $19,028,
and consisted of $255 in general and administrative expenses and $18,773 in
professional fees. Comparatively, our total operating expenses for
the three months ended February 28, 2011 were $9,680, and consisted of $43 in
general and administrative expenses and $9,637 in professional
fees. We incurred $0 in accrued interest expense during the three
months ended February 29, 2012 compared to $-0- during 2011. We therefore
recorded a net loss of $19,028 for the three months ended February 29, 2012
compared to $9,680.
RESULTS
OF OPERATIONS FOR THE NINE MONTHS ENDED FEBRUARY 29, 2012
We had no
revenues for the nine months ended February 29, 2012 and 2011. The
Company is currently in the development stage of its business development and
has had only limited operations to date. We do not anticipate earning revenues
until we are able to successfully complete and market our interactive
fundraising program.
Our total
operating expenses for the nine months ended February 29, 2012 were $30,171, and
consisted of $291 in general and administrative expenses and $29,880 in
professional fees. Comparatively, our total operating expenses for
the nine months ended February 28, 2011 were $42,354, and consisted of $6,013 in
general and administrative expenses and $36,341 in professional
fees. We incurred $704 in accrued interest expense during the nine
months ended February 29, 2012 compared to $-0- during 2011. We therefore
recorded a net loss of $30,875 for the nine months ended February 29, 2012
compared to $42,354. During 2010 we were completing the registration of our
company with the SEC which caused a much higher professional fee expense. During
2011 our expenses related to maintaining our filings with the SEC.
We
anticipate our operating expenses will increase as we implement our business
plan. The increase will be attributable to expenses to implement our business
plan, and the professional fees to be incurred in connection with the filing of
periodic and current reports required to maintain our status as a reporting
company under the Securities Exchange Act of 1934, as amended.
LIQUIDITY
AND CAPITAL RESOURCES
During
the nine months ended February 29, 2012, we raised $30,670 from loans from
our officers and Directors.
At
February 29, 2012, we had total assets, consisting solely of cash of
$0.
At
February 29, 2012, we had total liabilities of $0.
At
February 29, 2012, we had working capital deficit of $0.
We have
no cash balance as of February 29, 2012. As discussed above, we estimate the
need for approximately $65,000 in additional funding to support our operations
over the next approximately 12 months. Although there can be no
assurance at present, we hope to be in a position to generate revenues by
September 2012 however, we will still need to raise additional funding to
support our operations and pay the expenses described above, as discussed in
greater detail below.
We had
net cash used in operating activities of $31,051 for the nine months ended
February 29, 2012, which included $30,874 of net loss and a $177
of decrease in accounts payable. We received $30,760 of related party
advances during the nine month period.
9
We have
never had any income from operations. We will require additional funds to
implement our plans. These funds may be raised through equity financing, debt
financing, or other sources, which may result in the dilution in the equity
ownership of our shares. We will also need more funds if the costs of the
development of our website are greater than we have budgeted. We will also
require additional financing to sustain our business operations if we are not
successful in earning revenues. We currently do not have any arrangements for
further financing and we may not be able to obtain financing when required. Our
future is dependent upon our ability to obtain financing.
Our
continuation is dependent upon us raising additional capital. In this regard we
have raised additional capital through the private placements noted above, but
we will still require additional funds to continue our operations and
plans.
The
continuation of our business is dependent upon us obtaining further financing,
development of our program and website, a successful marketing and promotion
program. The issuance of additional equity securities by us could result
in a significant dilution in the equity interests of our current stockholders.
Obtaining commercial loans, assuming those loans would be available, will
increase our liabilities and future cash commitments.
There are
no assurances that we will be able to obtain further funds required for our
continued operations. We will pursue various financing alternatives to meet our
immediate and long-term financial requirements. There can be no assurance that
additional financing will be available to us when needed or, if available, that
it can be obtained on commercially reasonable terms. If we are not able to
obtain the additional financing on a timely basis, we will be unable to conduct
our operations as planned, and we will not be able to meet our other obligations
as they become due. In such event, we will be forced to scale down or perhaps
even cease our operations.
GOING
CONCERN
The
accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States, which contemplate
continuation of the Company as a going concern. However, the Company
has not generated revenues since inception and has an accumulated deficit of
$88,966 as of February 29, 2012. The Company currently has limited
liquidity and has not completed its efforts to establish a stabilized source of
revenues sufficient to cover operating costs over an extended period of
time. These factors raise substantial doubt about the Company’s
ability to continue as a going concern.
Management
anticipates that the Company will be dependent, for the near future, on
additional investment capital, primarily from its shareholders, to fund
operating expenses. The Company intends to position itself so that it may be
able to raise additional funds through the capital markets. In light of
management’s efforts, there are no assurances that the Company will be
successful in this or any of its endeavors or become financially viable and
continue as a going concern.
ITEM 3. QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Pursuant
to Item 305(e) of Regulation S-K (§ 229.305(e)), we are not required to provide
the information required by this Item as it is a “smaller reporting company,” as
defined by Rule 229.10(f)(1).
ITEM 4. CONTROLS AND
PROCEDURES
(a) Evaluation
of disclosure controls and procedures. Our Chief Executive Officer and Principal
Financial Officer, after evaluating the effectiveness of our "disclosure
controls and procedures" (as defined in the Securities Exchange Act of 1934
Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this
Quarterly Report on Form 10-Q (the "Evaluation Date"), has concluded that as of
the Evaluation Date, our disclosure controls and procedures were not effective
due to a lack of segregation of duties and no audit committee. As
resources become available to our Company, we plan to begin to hire sufficient
employees to maintain adequate internal controls to provide reasonable
assurance that information we are required to disclose in reports that we file
or submit under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the Securities and Exchange Commission
rules and forms, and that such information is accumulated and communicated to
our management, including our Chief Executive Officer and Chief Financial
Officer, as appropriate, to allow timely decisions regarding required
disclosure.
(b) Changes
in internal control over financial reporting. There were no changes in our
internal control over financial reporting during our most recent fiscal quarter
that materially affected, or were reasonably likely to materially affect, our
internal control over financial reporting.
10
PART II - OTHER
INFORMATION
ITEM 1. LEGAL
PROCEEDINGS
From time
to time, we may become party to litigation or other legal proceedings that we
consider to be a part of the ordinary course of our business. We are not
currently involved in legal proceedings that could reasonably be expected to
have a material adverse effect on our business, prospects, financial condition
or results of operations. We may become involved in material legal proceedings
in the future.
ITEM 1A. RISK
FACTORS
Our
securities are highly speculative and should only be purchased by persons who
can afford to lose their entire investment in us. You should carefully consider
the risk factors and other information described in our Annual Report on Form
10-K for the fiscal year ended May 31, 2011, as filed with the Commission (the
“Form 10-K”), before deciding to become a holder of our common stock. If any of
the risks set forth in our Form 10-K actually occur, our business and financial
results could be negatively affected to a significant extent. There
has not been any material changes in the risk factors set forth in our Form 10-K
as of the date of this filing.
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
None.
ITEM 6.
EXHIBITS
EXHIBIT NO.
|
DESCRIPTION OF EXHIBIT
|
|
3.1(1)
|
Articles
of Incorporation
|
|
3.2(1)
|
Bylaws
|
|
10.1
(2)
|
Independent
Contractor Agreement
|
|
31*
|
Certificate
of the Chief Executive Officer and Principal Accounting Officer pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
32*
|
Certificate
of the Chief Executive Officer and Principal Accounting Officer pursuant
to Section 906 of the Sarbanes-Oxley Act of
2002
|
(1) Filed
as exhibits to the Company’s Registration Statement on Form S-1, filed with the
Commission on July 6, 2010, and incorporated herein by reference.
(2) Filed
as an exhibit to the Company’s Registration Statement on Form S-1/A, filed with
the Commission on October 8, 2010, and incorporated herein by
reference.
* Filed
herewith.
11
SIGNATURES
In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
ACM CORPORATION | |||
|
|||
DATED:
April 13, 2012
|
By: |
/s/ Issam Abud
|
|
Issam Abud | |||
President, Chief Executive Officer | |||
(Principal Executive Officer, | |||
Principal Accounting Officer and | |||
Principal Financial Officer), | |||
and Director |
12