Attached files

file filename
EX-32.1 - SARBANES-OXLEY 906 CERTIFICATION - CHIEF EXECUTIVE AND CHIEF FINANCIAL OFFICER. - Ezy Cloud Holding Inc.exh32-1.htm
EX-31.1 - SARBANES-OXLEY 302 CERTIFICATION - PRINCIPAL EXECUTIVE AND PRINCIPAL FINANCIAL OFFICER. - Ezy Cloud Holding Inc.exh31-1.htm
EXCEL - IDEA: XBRL DOCUMENT - Ezy Cloud Holding Inc.Financial_Report.xls





UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM 10-Q

[X]
QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2011
OR
[   ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 000-54349

ACROBOO, INC.
(Exact name of registrant as specified in its charter)

27-3074682
(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)

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 last 90 days.   YES [   ]     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 (SS 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 [   ]     NO [X]

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,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 
Large Accelerated Filer
[   ]
 
Accelerated Filer
[   ]
 
Non-accelerated Filer
[   ]
 
Smaller Reporting Company
[X]
 
(Do not check if smaller reporting company)
     

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   YES [   ]     NO [X]

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicated the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
As of December 31, 2011, the registrant had 1,624,732 shares of its common stock issued and outstanding.






TABLE OF CONTENTS

 
Page
   
 
     
Financial Statements
3
     
 
Balance Sheets as at December 31, 2011 and September 30, 2011
3
     
 
Statements of Operations for the three months ended December 31, 2011, the
three months ended December 31, 2010 and from Inception (June 14, 2010) to
December 31, 2011
4
     
 
Statement of Changes in Stockholder’s Equity for the period from Inception
(June 14, 2010) to December 31, 2011
5
     
 
Statements of Cash Flows for the three months ended December 31, 2011, the
three months ended December 31, 2010 and from Inception (June 14, 2010) to
December 31, 2011
6
     
 
Notes to Financial Statements
7 – 11
     
Management’s Discussion and Analysis of Financial Condition and Results of
Operations.
12
     
Quantitative and Qualitative Disclosures About Market Risk.
19
     
Controls and Procedures.
19
     
 
     
Risk Factors.
19
     
Unregistered Sales of Equity Securities and Use of Proceeds.
20
     
Exhibits.
20
     
21
   
22






 
-2-


PART I.  FINANCIAL INFORMATION

ITEM 1.              FINANCIAL STATEMENTS.

ACROBOO, INC.
(A Development Stage Company)
Balance Sheets


   
December 31,
2011
(Unaudited)
   
September 30,
2011
(Audited)
 
         
Assets
         
 
         
Current assets:
         
Cash and equivalents
$
2,100
 
$
2,330
Accounts receivable
 
25,200
   
21,620
Total current assets
 
27,300
   
23,950
Total assets
 
27,300
   
23,950
 
         
Liabilities and Stockholders’ Deficit
         
Current liabilities:
         
Payable to related party
 
151,480
   
34,620
Accounts payable and other current liabilities
 
11,100
 
 
-
Total current liabilities
 
162,580
   
34,620
Total liabilities
 
162,580
   
34,620
 
         
Stockholders’ deficit:
         
 
         
Common stock, $.001 par value; 75,000,000 shares authorized;
1,624,732 shares issued and outstanding at December 31, 2011
and September 30, 2011
 
 
 
1,625
   
1,625
Additional paid-in capital
 
130,600
   
95,610
Deficit accumulated during development stage
 
(267,505)
   
(107,905)
 
         
Total stockholders’ equity
 
(135,280)
   
(10,670)
Total liabilities and stockholders’ equity
$
27,300
 
$
23,950


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
December 31,
2011
   
For the
three months ended
December 31,
2010
   
Inception
(June 14, 2010)
to December 31,
2011
                 
 
               
Revenue
$
10,200
 
$
-
 
$
107,410
 
               
Cost of Sales
 
5,300
   
-
   
51,955
Gross margin
 
4,900
   
-
   
55,455
 
               
Expenses:
               
Organizational costs
 
-
   
-
   
-
Marketing and sales
 
34,500
   
-
   
64,330
Salaries
 
79,800
   
-
   
134,530
Contract labor
 
33,500
   
-
   
80,960
General and administrative
 
16,700
   
-
   
43,140
Total expenses
 
164,500
   
-
   
322,960
 
               
Net loss
$
(159,600)
 
$
-
 
$
(267,505)
 
               
Weighted average number of common
shares outstanding - basic
 
1,624,732
   
-
   
1,037,158
 
               
Net loss per share - basic
$
(0.10)
 
$
(0.00)
 
$
(0.26)


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


 
-4-


ACROBOO, INC.
(A Development Stage Company)
Statements of Changes in Stockholders’ Equity
December 31, 2011 and 2010
(Unaudited)


 
Common Stock
   
Additional
Paid in
   
Deficit
Accumulated
During
Development
     
 
Shares
   
Amount
   
Capital
   
Stage
   
Total
                           
Balance at Inception, June 14, 2010
-
 
$
-
 
$
-
 
$
-
 
$
-
                           
Contributed Capital
-
   
-
   
3,705
   
-
   
3,075
                           
Net loss for the period
-
   
-
   
-
   
(4,575)
   
(4,575)
                           
Balance, September 30, 2010
-
 
$
-
 
$
3,075
 
$
(4,575)
 
$
(1,500)
 
                         
Issuance of common stock
1,624,732
   
1,625
   
-
   
-
   
1,625
 
                         
Contributed Capital
-
   
-
   
92,535
   
-
   
92,535
 
                         
Net loss for the period
-
   
-
   
-
   
(103,330)
   
(103,330)
 
                         
Balance, September 30, 2011
1,624,732
 
$
1,625
 
$
95,610
 
$
(107,905)
 
$
(10,670)
                           
Contributed Capital
-
   
-
   
34,990
   
-
   
34,990
                           
Net loss for the period
-
   
-
   
-
   
(159,600)
   
(159,600)
                           
Balance, December 31, 2011
1,624,732
 
$
1,625
 
$
130,600
 
$
(267,505)
 
$
(135,280)


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



 
-5-


ACROBOO, INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)


   
For the three
months ended
December 31,
2011
   
For the three
months ended
December 31,
2010
   
Inception
(June 14, 2010)
to December 31,
2011
 
               
Cash flows from operating activities
               
Net loss
$
(159,600)
 
$
-
 
$
(267,505)
Adjustments to reconcile net loss to net cash used by operating
activities:
               
Increase in accounts receivable
 
(3,580)
   
-
   
(25,180)
(Increase) decrease in accounts payable and other current
liabilities
 
11,100
   
(1,500)
   
11,100
Net cash used by operating activities
 
(152,080)
   
(1,500)
   
(281,585)
 
               
Cash flows from financing activities
               
Advances from related party
 
116,860
   
-
   
151,460
Contributed capital
 
34,990
   
1,500
   
132,225
Net cash provided by financing activities
 
151,850
   
1,500
   
283,685
 
               
Net increase (decrease)  in cash
 
(230)
   
-
   
2,100
 
               
Cash, beginning of period
 
2,330
   
-
   
-
 
               
Cash, end of period
$
2,100
 
$
-
 
$
2,100
 
               
Supplemental disclosure of cash flow information:
               
 
               
Shares issued to existing shareholders
       
-
   
1,625


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




 
-6-


ACROBOO, INC.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2011
(Unaudited)


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 December 31, 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, 2011 audited financial statements filed therewith along with the amended S-1 registration statement.  Operating results for the three months ended December 31, 2011 are not necessarily indicative of the results that may be expected for the year ending September 30, 2012.   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 $267,505. The Company has not generated significant 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.


 
-7-


ACROBOO, INC.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2011
(Unaudited)

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES continued

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 incurred $34,500, $0 and $64,330 of sales and marketing expenses, including advertising, for the three months ended December 31, 2011 and 2010 and from inception (June 14, 2010) to December 31, 2011, respectively.

Income Taxes
The Company maintains deferred tax assets that reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. These deferred tax assets consist of net operating loss carryforwards. The net deferred tax asset has been fully offset by a valuation allowance because of the Company’s history of losses. Utilization of operating losses and credits may be subject to substantial annual limitation due to ownership change provisions of the Internal Revenue Code of 1986, as amended and similar state provisions. The annual limitation may result in the expiration of net operating losses and credits before utilization.

The income tax provision for the three months ended December 31, 2011 and 2010 and from inception (June 14, 2010) to December 31, 2011.

   
For the three
months ended
December 31, 2011
   
For the three
months ended
December 31, 2010
   
From Inception
(June 14, 2010) to
December 31,2011
Current Tax Provision:
               
Federal:
               
Taxable income
$
-
 
$
-
 
$
-
Total current tax provision
$
-
 
$
-
 
$
-
 
               
Deferred Tax Provision:
               
Federal:
               
Loss carryforwards
$
107,905
 
$
-
 
$
-
Loss for the period
$
159,600
 
$
-
 
$
267,505
  Net loss carryforward
 
267,505
   
-
   
267,505
                 
Less valuation allowance
 
(267,505)
   
-
   
(267,505)
                 
Total net deferred tax assets
 
-
   
-
   
-

 
-8-


ACROBOO, INC.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2011
(Unaudited)

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES continued

The company had the following deferred income tax assets as of December 31, 2011 and September 30, 2011:

   
December 31, 2011
 
September 30, 2011
Net deferred tax asset
 
267,505
 
107,905
         
Less: Valuation allowance
 
(267,505)
 
(107,905)
Total net deferred tax asset
 
-
 
-

The company provided a valuation allowance equal to the deferred income tax assets for the period ended December 31, 2011 and September 30, 2011 because it was not known whether future taxable income will be sufficient to utilize the loss carry forwards.

The company did not identify any material uncertain tax positions. The company did not recognize any interest or penalties for unrecognized tax benefits.

The federal income tax returns of the company are subject to examination by the IRS generally for three years after they file.

Year end
The Company’s fiscal year-end is September 30.

Net Loss per Share
Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive loss per share reflects the potential dilution of securities that could share in the losses of the Company. Because the Company does not have any potentially dilutive securities, the accompanying presentation is only of basic loss per share.

Fair Value of Financial Instruments
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2011. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash. Fair values were assumed to approximate carrying values for cash because they are short term in nature and their carrying amounts approximate fair values.

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.


 
-9-


ACROBOO, INC.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2011
(Unaudited)

NOTE 4 - STOCKHOLDERS’ EQUITY (DEFICIT)

The Company is authorized to issue 75,000,000 shares of its $0.001 par value common stock.

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 February 25, 2011, the parent company (Jagged Peak, Inc.) of AcroBoo, Inc. contributed capital of $41,425 for payroll, sales and marketing, and other general and administrative costs. Such contribution is not expected to be repaid.

On April 29, 2011, the parent Company (Jagged Peak, Inc.) of AcroBoo, Inc. contributed capital of $20,500 for payroll, sales and marketing, and other general and administrative costs. Such contribution is not expected to be repaid in full.

On May 27, 2011, the parent Company (Jagged Peak, Inc.) of AcroBoo, Inc. contributed capital of $19,060 for payroll, sales and marketing, and other general and administrative costs. Such contribution is not expected to be repaid in full.

On September 30, 2011, the parent company (Jagged Peak, Inc.) of AcroBoo, Inc. contributed capital of $10,050 for payroll, sales and marketing, and other general and administrative costs. Such contribution is not expected to be repaid in full.

On December 30, 2011, the parent company (Jagged Peak, Inc.) of AcroBoo, Inc. contributed capital of $34,990 for payroll, sales and marketing, and other general and administrative costs. Such contribution is not expected to be repaid in full.

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.  On May 10, 2011 Jagged Peak (the former parent corporation) spun off the Company. As part of the spin off agreement, Jagged Peak 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 1,624,732 shares of Common Stock issued and outstanding.

As of December 31, 2011, 1,624,732 shares of the Company’s Common Stock are issued and outstanding.


 
-10-


ACROBOO, INC.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2011
(Unaudited)

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.

AcroBoo, Inc. formed by Jagged Peak, Inc. (“Jagged Peak”) on June 14, 2010 as an entity without share capital. Certain executives and owners of Jagged Peak stock hold a majority ownership share in AcroBoo.  Due to insufficient sources of funds, Jagged Peak contributed approximately $34,990 and $0 during the three months ended December 31, 2011 and December 31, 2010, respectively. As of December 31, 2011 AcroBoo had an outstanding balance payable to Jagged Peak of $151,480.  Further, as of January 1, 2011, Jagged Peak transferred its ownership in two bank accounts with a balance of $3,264 for no consideration.

NOTE 6 - SUBSEQUENT EVENT

None.













 
-11-


ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Forward-Looking Information

We may from time to time make written or oral “forward-looking statements” including statements contained in this report and in other communications by us, which are made in good faith by us.

These forward-looking statements include our statements of plans, objectives, expectations, estimates and intentions, which are subject to change based on various important factors (some of which are beyond our control).  The following factors, in addition to others not listed, could cause our actual results to differ materially from those expressed in forward looking statements: the strength of the domestic and local economies in which we conduct 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 our suppliers and customers, changes in client needs and consumer spending habits, the impact of competition and technological change on us, our ability to manage our growth effectively, including our ability to successfully integrate any business which we might acquire, and currency fluctuations. All forward-looking statements in this report are based upon information available to us as of the date of this report.  We undertake 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

The relevant accounting policies are listed below.

Basis of Accounting

The basis is United States generally accepted accounting principles.

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.


 
-12-


Income Taxes

The Company maintains deferred tax assets that reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. These deferred tax assets consist of net operating loss carryforwards. The net deferred tax asset has been fully offset by a valuation allowance because of the Company’s history of losses. Utilization of operating losses and credits may be subject to substantial annual limitation due to ownership change provisions of the Internal Revenue Code of 1986, as amended and similar state provisions. The annual limitation may result in the expiration of net operating losses and credits before utilization.

The income tax provision for the three months ended December 31, 2011 and 2010 and from inception (June 14, 2010) to December 31, 2011.

   
For the three
months ended
December 31, 2011
   
For the three
months ended
December 31, 2010
   
From Inception
(June 14, 2010) to
December 31,2011
Current Tax Provision:
               
Federal:
               
Taxable income
$
-
 
$
-
 
$
-
Total current tax provision
$
-
 
$
-
 
$
-
 
               
Deferred Tax Provision:
               
Federal:
               
Loss carryforwards
$
107,905
 
$
-
 
$
-
Loss for the period
$
159,600
 
$
-
 
$
267,505
  Net loss carryforward
 
267,505
   
-
   
267,505
 
               
Less valuation allowance
 
(267,505)
   
-
   
(267,505)
 
               
Total net deferred tax assets
 
-
   
-
   
-

The company had the following deferred income tax assets as of December 31, 2011 and September 30, 2011:

   
December 31, 2011
 
September 30, 2011
Net deferred tax asset
 
267,505
 
107,905
 
       
Less: Valuation allowance
 
(267,505)
 
(107,905)
Total net deferred tax asset
 
-
 
-

The company provided a valuation allowance equal to the deferred income tax assets for the period ended December 31, 2011 and September 30, 2011 because it was not known whether future taxable income will be sufficient to utilize the loss carry forwards.

The company did not identify any material uncertain tax positions. The company did not recognize any interest or penalties for unrecognized tax benefits.


 
-13-


The federal income tax returns of the company are subject to examination by the IRS generally for three years after they file.

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.

Overview of Current Operations

Corporate History

AcroBoo, Inc., which may also be referred to as AcroBoo, the Company, we, our and us, was organized on June 14, 2010 (Date of Inception) under the laws of the State of Nevada, as AcroBoo, Inc.  We were incorporated as a subsidiary of Jagged Peak, Inc. a Nevada corporation.

AcroBoo, Inc. Business Plan

We are an online e-commerce and supply chain solutions and services provider. We are built on an EDGE ECP OMS software platform that empowers multi-national corporations to successfully sell online and through other sales channels at multiple distribution points.  We 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 to 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 our operation to sell products and protect our brands.  On occasion, we plan to sell these services to clients desiring to run an on-line business but do not have their own in-house expertise.  This is only expected to be a small portion of our business in the beginning years as we build up the number of products we sell on-line.

We plan to search for new solutions that harness the power of the Internet to help companies drive revenue and expand our business.  We generate most of our revenues based on a percentage of the customers’ sales.  Management expects a small percent of our revenues will be generated from other marketing services.

Sales and Marketing

We plan to market our products and services through online 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

 
-14-


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 online marketing, 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 IRCE and shop.org.

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.

Customer Service and Support

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

We will help our customers to place orders thought customer services call centers. Provide information on product and order status and return services.

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.

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:

·
Etailers such as Amazon, ebay and GSI and SureSource


 
-15-


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.

Results of Operations for the three months ended December 31, 2011 and December 31, 2010 and from Inception (June 14, 2010) to December 31, 2011

For the three months ended December 31, 2011 and from inception (June 14, 2010) to December 31, 2011, we earned revenues of $10,200 and $107,410, respectively, primarily from sale of merchandise on our websites. Costs of revenue during these same periods were approximately $5,300 and  $51,955, respectively. Costs of sales primarily consisted of product purchased for re-sale on our websites.

For the three months ended December 31, 2011 and from inception (June 14, 2010) to December 31, 2011, we incurred marketing and sales costs of $34,500 and $64,330, respectively and salaries of $79,800 and $134,530, respectively. Contract labor costs for the three months ended December 31, 2011 and from inception (June 14, 2010) to December 31, 2011 were $33,500 and $80,960, respectively.  For the three months ended December 31, 2011, and during the period from inception (June 14, 2010) to December 31, 2011, we incurred General and Administrative costs of $16,700 and $43,140, respectively.

For the three months ended December 31, 2010, revenues, costs of sales, and expenses were $0.


 
-16-


In our September 30, 2011 year-end financials, our auditor issued an opinion that our financial condition raises substantial doubt about our ability to continue as a going concern.

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.

For the three months ended December 31, 2011 and from inception (June 14, 2010) to December 31, 2011, we earned revenues of $10,200 and $107,410, respectively, primarily from sale of merchandise on our websites. Costs of revenue during these same periods were approximately $5,300 and  $51,955, respectively. Costs of sales primarily consisted of product purchased for re-sale on our websites.

For the three months ended December 31, 2011 and from inception (June 14, 2010) to December 31, 2011, we incurred marketing and sales costs of $34,500 and $64,330, respectively and salaries of $79,800 and $134,530, respectively. Contract labor costs for the three months ended December 31, 2011 and from inception (June 14, 2010) to December 31, 2011 were $33,500 and $80,960, respectively.  For the three month ended December 31, 2011, and during the period from inception (June 14, 2010) to December 31, 2011, we incurred General and Administrative costs of $16,700 and $43,140, respectively.

As of December 31, 2011, we have accumulated operating losses of approximately $267,505 since inception.  Our ability to continue as a going concern is contingent upon the successful completion of additional financing arrangements and our ability to achieve and maintain profitable operations.

Management plans to raise equity capital to finance our operating and capital requirements.  Amounts raised will be used for further development of our products, to provide financing for marketing and promotion, to secure additional property and equipment, and for other working capital purposes.  While we are putting forth our 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 our ability to continue as a going concern.  Our financial statements do not include any adjustments that might arise from this uncertainty.

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.


 
-17-


Significant changes in the number of employees

As of September 30, 2011, we had one employee.  We are dependent upon our sole officer for our future business development. As our operations expand, we anticipate our 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 December 31, 2011 reflects $2,100 in cash and $25,200 in accounts receivable.  As of December 31, 2011 the liabilities on our balance sheet are $11,100 of accounts payable and $151,480 payable to a related party.  Cash and cash equivalents from inception to date have not been sufficient to provide the operating capital necessary to operate to date. We have relied on contributed capital to fund our operations. Contributed capital as of December 31, 2011 was $130,600.

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.

We have limited financial resources available, which has had an adverse impact on our liquidity, activities and operations.  These limitations have adversely affected our ability to obtain certain projects and pursue additional business.  Without realization of additional capital, it would be unlikely for us to continue as a going concern.  In order for us to remain a Going Concern, we 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 us, or at all.

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

As a result of our current limited available cash, no officer or director received compensation through the quarter ended December 31, 2011.  We have no employment agreements in place with our officers.

Funding Requirements

We need funding to fully execute our business plan.  We will require at least $3,000,000 to build our infrastructure, market our services and build a client base.

If we raise less than $3,000,000, we still can build its infrastructure, but to a smaller degree.  Limited funding will not preclude us from moving forward with our 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 we desire 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 our business, results of operations and financial condition.  Any

 
-18-


future acquisitions of other businesses, technologies, services or product(s) might require us to obtain additional equity or debt financing, which might not be available on terms favorable to us, or at all, and such financing, if available, might be dilutive.

Off-Balance Sheet Arrangements

We does 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 of 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 reasonably assured.

New Accounting Standards

Management has evaluated recently issued accounting pronouncements and concluded that they will not have a material effect on the financial statements as of December 31, 2011.

ITEM 3.              QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4.              CONTROLS AND PROCEDURES.

Under the supervision and with the participation of our management, including the Principal Executive Officer and Principal Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that these disclosure controls and procedures are effective.

There were no changes in our internal control over financial reporting during the quarter ended December 31, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


PART II. OTHER INFORMATION

ITEM 1A.           RISK FACTORS.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.


 
-19-


ITEM 2.              UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

On November 9, 2010, we filed a Form S-1 registration statement with the U.S. Securities and Exchange Commission (“SEC”).  The registration statement was declared  effective by the SEC on April 7, 2011.  Jagged Peak (the former parent corporation) shareholders received one (1) share of our common stock for every ten (10) shares of Jagged Peak owned on May 10, 2011, the record date, for a total of 1,624,732 shares of common stock issued and outstanding.

ITEM 6.              EXHIBITS.

   
Incorporated by reference
Filed
Exhibit
Description
Form
Date
Exhibit
herewith
 
         
3.1
Articles of Incorporation, as currently in effect.
S-1
11/09/10
3.1
 
 
         
3.2
Bylaws, as currently in effect.
S-1
11/09/10
3.2
 
 
         
16.1
Letter from DeJoya Griffith, LLC.
8-K
7/01/13
16.1
 
 
         
31.1
Certification of Principal Executive Officer and
Principal Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
     
X
 
         
32.1
Certification of Chief Executive Officer and Chief
Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
     
X
 
         
101.INS
XBRL Instance Document.
     
X
 
         
101.SCH
XBRL Taxonomy Extension – Schema.
     
X
 
         
101.CAL
XBRL Taxonomy Extension – Calculations.
     
X
 
         
101.DEF
XBRL Taxonomy Extension – Definitions.
     
X
 
         
101.LAB
XBRL Taxonomy Extension – Labels.
     
X
 
         
101.PRE
XBRL Taxonomy Extension – Presentation.
     
X








 
-20-


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on this 5th day of September, 2013.

 
ACROBOO, INC.
 
(the “Registrant”)
   
 
By:
DANIEL R. FURLONG
   
Daniel R. Furlong
 
President, Principal Executive Officer,
Principal Financial Officer, Principal
Accounting Officer, Secretary/Treasurer and
member of the Board of Directors

















 
-21-


EXHIBIT INDEX


   
Incorporated by reference
Filed
Exhibit
Description
Form
Date
Exhibit
herewith
 
         
3.1
Articles of Incorporation, as currently in effect.
S-1
11/09/10
3.1
 
 
         
3.2
Bylaws, as currently in effect.
S-1
11/09/10
3.2
 
 
         
16.1
Letter from DeJoya Griffith, LLC.
8-K
7/01/13
16.1
 
 
         
31.1
Certification of Principal Executive Officer and
Principal Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
     
X
 
         
32.1
Certification of Chief Executive Officer and Chief
Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
     
X
 
         
101.INS
XBRL Instance Document.
     
X
 
         
101.SCH
XBRL Taxonomy Extension – Schema.
     
X
 
         
101.CAL
XBRL Taxonomy Extension – Calculations.
     
X
 
         
101.DEF
XBRL Taxonomy Extension – Definitions.
     
X
 
         
101.LAB
XBRL Taxonomy Extension – Labels.
     
X
 
         
101.PRE
XBRL Taxonomy Extension – Presentation.
     
X







 
-22-