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EX-32.1 - SARBANES-OXLEY 906 CERTIFICATION - CHIEF EXECUTIVE AND CHIEF FINANCIAL OFFICER. - AcroBoo, Inc.exh32-1.htm
EX-31.1 - SARBANES-OXLEY 302 CERTIFICATION - PRINCIPAL EXECUTIVE AND PRINCIPAL FINANCIAL OFFICER. - AcroBoo, Inc.exh31-1.htm





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

FORM 10-K

[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2012

Commission file number: 000-54349

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)

Securities registered pursuant to Section 12(b) of the Act:
Securities registered pursuant to section 12(g) of the Act:
None
Common Stock

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES [   ]     NO [X]

Indicate by check mark if the registrant is required to file reports pursuant to Section 13 or Section 15(d) of the Act: YES [X]     NO [   ]

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 [   ]

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 [   ]     NO [X]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [   ]

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

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of June 30, 2011: $0.00.

As of September 30, 2012, 1,624,732 shares of its ($0.001 par value) common stock were issued and outstanding.







TABLE OF CONTENTS

 
Page
     
 
PART I
 
     
Item 1.
Business.
3
Item 1A.
Risk Factors.
5
Item 1B.
Unresolved Staff Comments.
5
Item 2.
Properties.
5
Item 3.
Legal Proceedings.
5
     
 
PART II
 
     
Item 5
Market Price for Our Common Equity, Related Stockholders Matters and Issuer
Purchases of Equity Securities.
6
Item 6.
Selected Financial Data.
7
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of
Operation.
7
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk.
13
Item 8.
Financial Statements and Supplementary Data.
13
Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial
Disclosure.
24
Item 9A.
Evaluation of Disclosure Controls and Procedures.
25
Item 9B.
Other Information.
27
     
 
PART III
 
     
Item 10.
Directors and Executive Officers, Promoters and Corporate Governance.
27
Item 11.
Executive Compensation.
30
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.
32
Item 13.
Certain Relationships and Related Transactions, and Director Independence.
33
Item 14.
Principal Accounting Fees and Services.
33
     
 
PART IV
 
     
Item 15.
Exhibits and Financial Statement Schedules.
35
   
Signatures
36
   
Exhibit Index
37



 
-2-



PART I

This Annual Report on Form 10-K includes forward-looking statements. The Company has based these forward-looking statements on the Company’s current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us and the Company’s subsidiaries that may cause the Company’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a material difference include, but are not limited to, those discussed elsewhere in this Annual Report, including the section entitled “Risks Factors” and the risks discussed in the Company’s other Securities and Exchange Commission filings. The following discussion should be read in conjunction with the Company’s audited Financial Statements and related Notes thereto included elsewhere in this report.

ITEM 1.             BUSINESS.

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.


 
-3-


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 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:

Training SupportWe 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

 
-4-


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.

ITEM 1A.          RISKS FACTORS.

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

ITEM 1B.          UNRESOLVED STAFF COMMENTS.

None.

ITEM 2.             PROPERTIES.

None.

ITEM 3.             LEGAL PROCEEDINGS.

We are not party to any litigation.

 
-5-



PART II

ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

At September 30, 2012, there was no public trading market for our common stock.  We were in the process of developing a public trading market.  There can be no assurance that a public trading market will develop at that time or be sustained in the future.  Without an active public trading market, you may not be able to liquidate your shares without considerable delay, if at all.  If a market does develop, the price for our securities may be highly volatile and may bear no relationship to our actual financial condition or results of operations.  Factors we discuss in this filing, including the many risks associated with an investment in our company, may have a significant impact on the market price of our common stock.  Also, because of the relatively low price of our common stock, many brokerage firms may not effect transactions in the common stock.

Holders

As of September 30, 2012 there were 80 holders of record for our common stock.  There were a total of 1,642,732 shares of common stock outstanding.

Dividends

We have not declared any cash dividends, nor do we intend to do so. We are not subject to any legal restrictions respecting the payment of dividends, except that they may not be paid to render us insolvent. Dividend policy will be based on our cash resources and needs and it is anticipated that all available cash will be needed for our operations in the foreseeable future.

Section 15(g) of the Securities Exchange Act of 1934

Our shares are covered by section 15(g) of the Securities Exchange Act of 1934, as amended that imposes additional sales practice requirements on broker/dealers who sell such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). For transactions covered by the Rule, the broker/dealer must make a special suitability determination for the purchase and have received the purchaser’s written agreement to the transaction prior to the sale. Consequently, the Rule may affect the ability of broker/dealers to sell our securities and also may affect your ability to sell your shares in the secondary market.

Section 15(g) also imposes additional sales practice requirements on broker/dealers who sell penny securities. These rules require a one page summary of certain essential items. The items include the risk of investing in penny stocks in both public offerings and secondary marketing; terms important to in understanding of the function of the penny stock market, such as id and offer quotes, a dealers spread and broker/dealer compensation; the broker/dealer compensation, the broker/dealers’ duties to its customers, including the disclosures required by any other penny stock disclosure rules; the customers’ rights and remedies in cases of fraud in penny stock transactions; and, FINRA’s toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons.

 
-6-



Securities Authorized for Issuance Under Equity Compensation Plans

We have no equity compensation plans and accordingly we have no shares authorized for issuance under an equity compensation plan.

Status of our Public Offering

On November 9, 2010, we 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 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.             SELECTED FINANCIAL DATA.

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

ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

This discussion is intended to further the reader’s understanding of the Company’s financial condition and results of operations and should be read in conjunction with the Company’s financial statements and related notes included elsewhere herein. This discussion also contains forward-looking statements. The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of the risks and uncertainties set forth elsewhere in this Annual Report and in the Company’s other SEC filings. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date hereof. The Company is not party to any transactions that would be considered “off balance sheet” pursuant to disclosure requirements under Item 303(c) of Regulation S-K.

Overview

AcroBoo is an e-commerce and supply chain solutions and services provider.

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.


 
-7-



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 incurred approximately $29,830 of advertising expenses since inception.

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 limitations due to ownership change provisions of the Internal Revenue Code of 1986, as amended and similar state provisions. The annual limitations may result in the expiration of net operating losses and credits before utilization.

The income tax provision for the year ended September 30, 2012, from inception (June 14, 2010) to September 30, 2011 and from inception (June 14, 2010) to September 30, 2012 was as follows:

   
For the
year ended
September 30,
2012
   
Inception
(June 14, 2010)
to September 30,
2011
   
Inception
(June 14, 2010)
to September 30,
2012
Current Tax Provision:
               
Federal:
               
Taxable income
$
-
 
$
-
 
$
-
Total current tax provision
$
-
 
$
-
 
$
-
 
               
Deferred Tax Provision:
               
Federal:
               
Loss carryforwards
$
107,905
 
$
4,575
 
$
-
Loss for the period
 
288,900
   
103,330
   
396,805
  Net loss carryforward
$
396,805
 
$
107,905
 
$
396,805
 
               
Less valuation allowance
$
(396,805)
 
$
(107,905)
 
$
(396,805)
Total net deferred tax assets
 
-
   
-
   
-

The company had deferred income tax assets for the year ended September 30, 2012, from inception (June 14, 2010) to September 30, 2011 and from inception (June 14, 2010) to September 30, 2012 as follows:


 
-8-




   
For the
year ended
September 30,
2012
   
Inception
(June 14, 2010)
to September 30,
2011
   
Inception
(June 14, 2010)
to September 30,
2012
Net deferred tax asset
$
396,805
 
$
107,905
 
$
396,805
Less: Valuation allowance
 
(396,805)
   
(107,905)
   
(396,805)
Net deferred tax asset
$
-
 
$
-
 
$
-

The company provided a valuation allowance equal to the deferred income tax assets for the period ended September 30, 2011 and September 30, 2012 because it was not known whether future taxable income will be sufficient to utilize the loss carry forwards.  The potential tax benefits arising from these loss carryforwards expire beginning in 2025.

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.

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.

Results of Operations

Capitalization

The following table sets forth, as of September 30, 2012, the capitalization of Acroboo on an actual basis.  This table should be read in conjunction with the more detailed financial statements and notes thereto included elsewhere herein.

September 30, 2012 Actual
   
 
   
Common stock, $.001 par value; 75,000,000 shares authorized; 1,624,732
shares issued and outstanding at September 30, 2012
 
1,625
Additional paid-in capital
 
167,080
Deficit accumulated during development stage
 
(396,805)
 
   
Total stockholders’ deficit
$
(228,100)


 
-9-



Results of Operations for the years ended September 30, 2012 and September 30, 2012, and from inception (June 14, 2010) to September 30, 2012

For the years ended September 30, 2012, September 30, 2011, and from our inception on June 14, 2010 through September 30, 2012, we earned revenues of approximately $29,000, $97,210 and $126,210, respectively, primarily from website-related services including website development, consulting and marketing and sale of merchandise on our websites.

Costs of revenue during these same periods were approximately $10,500, $46,655 and $57,155, respectively. Costs of sales primarily consisted of costs related to website-related services and product purchased for re-sale on our websites.

For the years ended September 30, 2012, September 30, 2011, and from our inception on June 14, 2010 through September 30, 2012, we incurred marketing and sales costs of $54,500 and $84,330, respectively.

For the years ended September 30, 2012, September 30, 2011, and from our inception on June 14, 2010 through September 30, 2012, we incurred salaries of $181,100, $54,730 and $235,830, respectively.

For the years ended September 30, 2012, September 30, 2011, and from our inception on June 14, 2010 through September 30, 2012, we incurred contract labor of $45,500, $47,460, $92,960.

For the years ended September 30, 2012, September 30, 2011, and from our inception on June 14, 2010 through September 30, 2012, we incurred general and administrative cost of $26,300, $21,865, and $52,740, respectively.

In our September 30, 2011 and 2012 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 annual 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 September 30, 2012, we have accumulated operating losses of approximately $396,805 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.



 
-10-



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 September 30, 2012, we had one employee.  We are dependent upon our sole officer and a director 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

As of September 30, 2012, we had cash of approximately $600. The two primary sources of cash are revenues and capital contributed from the related party, Jagged Peak.

As of September 30, 2012, we had accounts receivable of approximately $0. Approximately 100% of this balance due is from one customer.

Our only liability is accrued expenses of $ $282,700 due to the related party, Jagged Peak. Included in the balance payable to Jagged Peak is $64,500 of labor costs charged by Jagged Peak to Acroboo for work performed by Jagged Peak on behalf of Acroboo during the six-months ended March 31, 2012. These costs are included in Salaries on Acroboo’s financial statements.

Our operations utilized approximately $267,280 of cash. This was funded primarily by the capital contributed by the related party, Jagged Peak. Cash contributed from the related party was from the related party was $265,550 as of September 30, 2012.

A critical component of our operating plan impacting our continued existence is our 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

 
-11-



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.

As a result of our current cash status, no officer or director received compensation through the fiscal year ended September 30, 2012. 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 our 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 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 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 December 2011 and concluded that they will not have a material effect on the financial statements as of September 30, 2011.


 
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ITEM 7A.          QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

ITEM 8.             FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.


Financial Statements
AcroBoo, Inc.
(A Development Stage Company)
For the Fiscal Years Ended September 30, 2012 and 2011
Report of Independent Registered Public Accounting Firm

INDEX TO THE FINANCIALS

 
Index
   
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
F-1
   
FINANCIAL STATEMENTS
 
 
Balance Sheets
F-2
 
Statements of Operations
F-3
 
Statements of Changes in Stockholders’ Equity
F-4
 
Statements of Cash Flows
F-5
   
NOTES TO AUDITED FINANCIAL STATEMENTS
F-6










 
-13-




PAULA S. MORELLI, CPA P.C.
21 MARTHA STREET
FREEPORT, NY  11520
(516) 378-4258



REPORT OF INDEPENDENT REGISTERED AUDITOR


To the Board of Directors and Stockholder of
AcroBoo Inc.

I have audited the accompanying balance sheet of AcrBoo Inc, (the Company”) as of September 30, 2012, and the related statements of operations, stockholders’ equity, and cash flows for the period from June 14, 2010 (inception) to September 30, 2012 for the purpose of expressing an opinion thereon. These financial statements are the responsibility of the Company’s management.  My responsibility is to express an opinion on the financial statements based on my audit.

I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  I believe that my audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of AcroBoo Inc. as of September 30, 2012 and for the period June 14, 2010 (inception) to September 30, 2012  in conformity with accounting principles generally accepted in the United States.

The financial statements referred to above have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 2 to the financial statements, the Company’s present financial situation raises substantial doubt about its ability to continue as a going concern.  Management’s plans regarding this situation are also discussed in Note 2 .The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



/s/ Paula S. Morelli, CPA
Paula S. Morelli, CPA P.C.
Freeport, New York
October 25, 2013



F-1

 
-14-




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


   
September 30,
2012
   
September 30,
2011
 
         
Assets
         
 
         
Current assets:
         
Cash and equivalents
$
600
 
$
2,330
Accounts receivable
 
-
   
21,620
Total current assets
 
600
   
23,950
Total assets
 
600
   
23,950
 
         
Liabilities and Stockholders’ Deficit
         
Current liabilities:
         
Payable to related party
 
228,700
   
34,620
Accounts payable and other current liabilities
 
-
   
-
Total current liabilities
 
228,700
   
34,620
Total liabilities
 
228,700
   
34,620
 
         
Stockholders’ deficit:
         
 
         
Common stock, $0.001 par value; 75,000,000 shares authorized;
1,624,732 shares issued and outstanding at September 30, 2012
and at September 30, 2011
 
1,625
   
1,625
Additional paid-in capital
 
167,080
   
95,610
Deficit accumulated during development stage
 
(396,805)
   
(107,905)
 
         
Total stockholders’ equity
 
(228,100)
   
(10,670)
Total liabilities and stockholders’ equity
$
600
 
$
23,950


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








F-2

 
-15-




ACROBOO, INC.
(A Development Stage Company)
 Statements of Operations
(Audited)


   
For the
year ended
September 30,
2012
   
Inception
(June 14, 2010)
to September 30,
2011
   
Inception
(June 14, 2010)
to September 30,
2012
 
               
 
               
 
               
Revenue
$
29,000
 
$
97,210
 
$
126,210
 
               
Cost of Sales
 
10,500
   
46,655
   
57,155
Gross margin
 
18,500
   
50,555
   
69,055
 
               
Expenses:
               
Marketing and sales
 
54,500
   
29,830
   
84,330
Salaries
 
181,100
   
54,730
   
235,830
Contract labor
 
45,500
   
47,460
   
92,960
General and administrative
 
26,300
   
21,865
   
52,740
Total expenses
 
307,400
   
153,885
   
465,860
 
               
Net loss
$
(288,900)
 
$
(103,330)
 
$
(396,805)
 
               
Weighted average number of common
shares outstanding - basic
 
1,624,732
   
848,471
   
1,624,732
 
               
Net loss per share - basic
$
(0.18)
 
$
(0.12)
 
$
(0.24)


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











F-3

 
-16-




ACROBOO, INC.
(A Development Stage Company)
Statements of Changes in Stockholders’ Equity
Inception (June 14, 2010) to September 30, 2012
(Audited)


 
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
 
                         
Additional paid in 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)
 
                         
Additional paid in capital
-
   
-
   
71,470
   
-
   
71,470
 
                         
Net loss for the period
-
   
-
   
-
   
(288,900)
   
(288,900)
 
                         
Balance,
September 30, 2012
1,624,732
 
$
1,625
 
$
167,080
 
$
(396,805)
 
$
(228,100)


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









F-4

 
-17-




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


   
For the
year ended
September 30,
2012
   
Inception
(June 14, 2010)
to September 30,
2011
   
Inception
(June 14, 2010)
to September 30,
2012
 
               
Cash flows from operating activities
               
Net loss
$
(288,900)
 
$
(103,330)
 
$
(396,805)
Adjustments to reconcile net loss to net cash used by operating
activities:
               
Decrease (increase) in accounts receivable
 
21,620
   
(21,600)
   
-
Net cash used by operating activities
 
(267,280)
   
(124,930)
   
(396,805)
 
               
Cash flows from financing activities
               
Increase in advances from related party
 
194,080
   
34,600
   
228,700
Increase in contributed capital
 
71,470
   
92,660
   
  168,705
Net cash provided by financing activities
 
265,550
   
127,260
   
397,405
 
               
Net increase (decrease) in cash
 
(1,730)
   
2,330
   
600
 
               
Cash, beginning of period
 
2,330
   
-
   
-
 
               
Cash, end of period
$
600
 
$
2,330
 
$
600
 
               
 
               
Supplemental disclosure of cash flow information:
               
 
               
Shares issued to existing shareholders
       
1,625
   
1,625

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















F-5

 
-18-



ACROBOO, INC.
(A Development Stage Company)
Notes to the Financial Statements
(Audited)
September 30, 2012


NOTE 1 - GENERAL BACKGROUND INFORMATION

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.

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 $396,805.  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 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.


F-6

 
-19-



ACROBOO, INC.
(A Development Stage Company)
Notes to the Financial Statements
(Audited)
September 30, 2012

NOTE 3 - SIGNIFICANT 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 incurred approximately $54,500 and $84,330 of sales and marketing expenses, including advertising, for the year ended September 30, 2012 and during the period from inception (June 14, 2010) to September 30, 2012, 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 limitations due to ownership change provisions of the Internal Revenue Code of 1986, as amended and similar state provisions. The annual limitations may result in the expiration of net operating losses and credits before utilization.

The income tax provision for the year ended September 30, 2012, from inception (June 14, 2010) to September 30, 2011 and from inception (June 14, 2010) to September 30, 2012 was as follows:


F-7

 
-20-



ACROBOO, INC.
(A Development Stage Company)
Notes to the Financial Statements
(Audited)
September 30, 2012

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES continued

   
For the
year ended
September 30,
2012
   
Inception
(June 14, 2010)
to September 30,
2011
   
Inception
(June 14, 2010)
to September 30,
2012
Current Tax Provision:
               
Federal:
               
Taxable income
$
-
 
$
-
 
$
-
Total current tax provision
$
-
 
$
-
 
$
-
 
               
Deferred Tax Provision:
               
Federal:
               
Loss carryforwards
$
107,905
 
$
4,575
 
$
-
Loss for the period
 
288,900
   
103,330
   
396,805
  Net loss carryforward
$
396,805
 
$
107,905
 
$
396,805
 
               
Less valuation allowance
$
(396,805)
 
$
(107,905)
 
$
(396,805)
Total net deferred tax assets
 
-
   
-
   
-

The company had deferred income tax assets for the year ended September 30, 2012, from inception (June 14, 2010) to September 30, 2011 and from inception (June 14, 2010) to September 30, 2012 as follows:

   
For the
year ended
September 30,
2012
   
Inception
(June 14, 2010)
to September 30,
2011
   
Inception
(June 14, 2010)
to September 30,
2012
Net deferred tax asset
$
396,805
 
$
107,905
 
$
396,805
Less: Valuation allowance
 
(396,805)
   
(107,905)
   
(396,805)
Net deferred tax asset
$
-
 
$
-
 
$
-

The company provided a valuation allowance equal to the deferred income tax assets for the period ended September 30, 2011 and September 30, 2012 because it was not known whether future taxable income will be sufficient to utilize the loss carry forwards.  The potential tax benefits arising from these loss carryforwards expire beginning in 2025.

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.
F-8

 
-21-



ACROBOO, INC.
(A Development Stage Company)
Notes to the Financial Statements
(Audited)
September 30, 2012

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES continued

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 75,000,000 shares of its $0.001 par value common stock.  1,624,732 shares were issued and outstanding as of September 30, 2011 and September 30, 2012.

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 1,624,732 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.

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.

F-9

 
-22-


ACROBOO, INC.
(A Development Stage Company)
Notes to the Financial Statements
(Audited)
September 30, 2012

NOTE 4 - STOCKHOLDERS’ DEFICIT continued

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.

Between July 1, 2012 and September 30, 2012, a director of the Company contributed capital of $36,480 for salaries and commissions. Such contribution is not expected to be repaid.

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 September 30, 2012, 1,624,732 shares of the Company’s Common Stock are issued and outstanding.

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 $71,470 during the year ended September 30, 2012. As of September 30, 2012 AcroBoo had an outstanding balance payable to Jagged Peak of $228,700.  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 EVENTS
 
Beginning in the quarter ended March 31, 2013, Acroboo ceased providing services to customers and other activities that generate revenue. Acroboo also ended its employment agreement with its sole employee. Significant costs after this period consisted primarily of audit and legal costs. Acroboo did not, however, terminate material operations.
F-10

 
-23-



ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

Previous independent registered public accounting firm

On June 4, 2013, we terminated De Joya Griffith, LLC, 2580 Anthem Village Drive, Henderson, Nevada 89052 as our auditor.  Except as noted in the paragraph immediately below, the reports of De Joya Griffith, LLC on the financial statements as of and for the years ended September 30, 2011 and 2010 did not contain an adverse opinion or disclaimer of opinion, and such reports were not qualified or modified as to uncertainty, audit scope, or accounting principle.

The reports on our financial statements as of and for the years ended September 30, 2011 and 2010 contained an explanatory paragraph which noted that there was substantial doubt as to our ability to continue as a going concern.

During the years ended September 30, 2011 and 2010 and for the period October 1, 2011 through June 4, 2013,  we have not had any disagreements with De Joya Griffith, LLC on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to De Joya Griffith, LLC’s satisfaction, would have caused it to make reference to the subject matter of the disagreements in its reports on our consolidated financial statements for such years or in connection with its reports in any subsequent interim period through the date of dismissal.

During the years ended September 30, 2011 and 2010, and through June 4, 2013, there were no reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K other than on September 18, 2012 we filed a Form 8-K and disclosed that our board of directors determined, upon advice of management, that our financial statements and related disclosures included in our quarterly reports on Form 10-Q for the periods ended March 31, 2011, June 30, 2011 and our Form 10-K for the year ended September 30, 2011, (“Previously Issued Financial Statements”) should be restated because they contain errors as addressed in Financial Accounting Standards Board Accounting Standards Codification Topic 250, Accounting Changes and Error Corrections. Accordingly, the Previously Issued Financial Statements issued by us should not be relied upon. We intend to restate the Previously Issued Financial Statements to correct the errors by amending our Form 10-Qs for the periods ended March 31, 2011, June 30, 2011 and Form 10-K for the year ended September 30, 2011.  The foregoing matters were discussed with De Joya Griffith, LLC.

On June 24, 2013, we delivered a copy of this report to De Joya Griffith, LLC and De Joya Griffith, LLC issued its response agreeing with the foregoing which is attached hereto as “Exhibit 16.1”.

New independent registered public accounting firm

On June 4, 2013, we engaged Paula S. Morelli, CPA P.C., 21 Martha Street, Freeport, New York 11520, independent registered public accounting firm, as our principal independent accountant with the approval of our board of directors. We have not consulted with Paula S. Morelli, CPA P.C. on any accounting issues prior to engaging it as our new auditor.

During the two most recent fiscal years and through the date of engagement, we have not consulted with Paula S. Morelli, CPA P.C. regarding either:

 
-24-




1.
The application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, and neither a written report was provided to us nor oral advice was provided that De Joya Griffith, LLC concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue; or
   
2.
Any matter that was either subject of disagreement or event, as defined in Item 304(a)(1)(iv)(A) of Regulation S-K and the related instruction to Item 304 of Regulation S-K, or a reportable event, as that term is explained in Item 304(a)(1)(iv)(A) of Regulation S-K.

ITEM 9A.          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:

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

 
-25-


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 September 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 annual report on Form 10-K, 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, 2011.  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.

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.

 
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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 controls over financial reporting

There was no change in our internal control over financial reporting that occurred during the quarter ended September 30, 2012 that has materially affected or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B.          OTHER INFORMATION.

None.


PART III

ITEM 10.           DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Our executive officers and directors and their respective ages as of September 30, 2012 are as follows:

Set forth below are the names, ages and present principal occupations or employment, and material occupations, positions, offices or employments for the past five years of our current directors and executive officers.

Name
Age
Position(s)
 
   
Daniel R. Furlong
65
president, principal accounting officer, principal
   
executive officer, principal financial officer, secretary,
   
treasurer and sole member of the board of directors

The business address for our sole officer/director is:  c/o AcroBoo, Inc., 3000 Bayport Drive, Suite 250, Tampa, Florida  33607.  Set forth below is a brief description of the background and business experience of our sole officer and director.

Background of officers and directors

Daniel R. Furlong, CEO/Director

Since our inception on June 14, 2010, Daniel R. Furlong has been our president, principal executive officer, secretary, treasurer, principal financial officer, principal accounting officer and sole member of the board of directors. Mr. Furlong currently serves as chief operations officer and director of Jagged Peak.  Prior to this Mr. Furlong was president and co-founder of Compass Marketing Services and Paradigm Communications.  In addition, Mr. Furlong was Vice President of Marketing for Dollar Rent-A-

 
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Car of Florida - the largest Dollar Rent-A-Car franchise in the country.  During his tenure, business at the Florida division increased ten-fold. Mr. Furlong graduated from the University of Wyoming with both undergraduate and graduate degrees in accounting.

Involvement in Certain Legal Proceedings

During the past ten years, Mr. Furlong has not been the subject of the following events:

1.
A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
 
 
2.
Convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
 
 
3.
The subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities;
 
 
 
i)
Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator,  floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
 
ii)
Engaging in any type of business practice; or
 
iii)
Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;
 
   
4.
The subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph 3.i in the preceding paragraph or to be associated with persons engaged in any such activity;
 
 
5.
Was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
 
 
6.
Was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
 
 

 
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7.
Was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:
 
 
 
i)
Any Federal or State securities or commodities law or regulation; or
 
ii)
Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or
 
iii)
Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
 
   
8.
Was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Reason for Selection to Board of Directors

Mr. Furlong was appointed to our board of directors as a result of his business experience.

Conflicts of Interest

We believe that Mr. Furlong will not be subject to conflicts of interest. No policy has been implemented or will be implemented to address conflicts of interest.

In the event Mr. Furlong resigns as both an officer and director, there will be no one to run our operations and our operations will be suspended or cease entirely.

Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors, and persons who beneficially own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common shares and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% stockholders are required by the Securities and Exchange Commission regulations to furnish us with copies of all Section 16(a) reports they file.  Based on our review , Mr. Furlong failed to file a Form 3 which was due at the SEC on April 11, 2011 and has not filed the same as of the date of this report.

Compensation

We presently do not pay our officer/director any salary or consulting fee. We do not anticipate paying compensation to officer/director until our Company can generate sufficient cash flows on a regular basis.

We do not have any employment agreements with our officer/director.  We do not maintain key-man life insurance for any our executive officers/directors. We do not have any long-term compensation plans or stock option plans.

 
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ITEM 11.           EXECUTIVE COMPENSATION.

The following table sets forth the compensation paid by us from during the fiscal years ended September 30, 2012 and September 30, 2011, to our officers. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any. The compensation discussed addresses all compensation awarded to, earned by, or paid to our named executive officers.

Summary Compensation Table
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)
             
Change in
   
             
Pension Value
   
             
& Nonqualified
   
           
Non-Equity
Deferred
   
       
Stock
Option
Incentive Plan
Compensation
All Other
 
Name and
 
Salary
Bonus
Awards
Awards
Compensation
Earnings
Compensation
Totals
Principal Position
Year
($)
($)
($)
($)
($)
($)
($)
($)
 
                 
Daniel R. Furlong
2012
0
0
0
0
0
0
0
0
President &
2011
0
0
0
0
0
0
0
0
Treasurer
                 

We have paid one employee salary and commissions of approximately $103,000. We do not anticipate paying salaries for anyone other than this employee until we have adequate funds to do so.

The following table sets forth the compensation paid by us from to our sole director for the year ending September 30, 2012. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any. The compensation discussed addresses all compensation awarded to, earned by, or paid to our named director.

Director Compensation Table
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
         
Change in
   
         
Pension Value
   
         
& Nonqualified
   
       
Non-Equity
Deferred
   
 
Fees Earned or
Stock
Option
Incentive Plan
Compensation
All Other
 
 
Paid in Cash
Awards
Awards
Compensation
Earnings
Compensation
Total
Name
($)
($)
($)
($)
($)
($)
($)
 
             
Daniel R. Furlong
0
0
0
0
0
0
0

All compensation received by our officers and directors has been disclosed.

There are no stock option, retirement, pension, or profit sharing plans for the benefit of our officers and directors.

Long-Term Incentive Plan Awards

We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance at this time.

 
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Indemnification

Under our Articles of Incorporation and Bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a law suit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney’s fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.

Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against policy, as expressed in the Act and is, therefore, unenforceable.

Term of Office

Our directors are appointed for a one-year term to hold office until the next annual meeting of our shareholders or until removed from office in accordance with our bylaws.  Our officers are appointed by our board of directors and hold office until removed by the board.

Committees of the Board of Directors

Currently, we do not have any committees of the Board of Directors.

Director and Executive Compensation

We do not pay to our directors any compensation for serving as a director on our board of directors.  We do not pay to our director or officer any salary or consulting fee.

Employment Agreements

We currently do not have employment agreements with our sole officer.  Our sole officer has agreed to take no salary until we can generate enough revenues to support salaries on a regular basis.  Our sole officer will not be compensated for services previously provided. He will receive no accrued remuneration.

Equity Incentive Plan

We have not adopted an equity incentive plan and no stock options or similar instruments have been granted to our sole officer.

Audit Committee Financial Expert

We do not have an audit committee financial expert nor do we have an audit committee established at this time.

 
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Code of Ethics and Audit Financial Expert

We do not currently have a Code of Ethics.  We do not have an audit committee, nominating committee, or audit committee financial expert.

Potential Conflicts of Interest

We are not aware of any current or potential conflicts of interest with any of our sole officer/director.

ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table lists, the number of shares of Common Stock beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group, following the Distribution.  Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the U. S. Securities and Exchange Commission.  Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security.  The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60-days.  Under the U. S. Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest.  Except as noted below, each person has sole voting and investment power.

The Company believes that all persons named in the table have sole voting and investment power with respect to all shares of common stock shown as being owned by them.  Unless otherwise indicated, the address of each beneficial owner in the table set forth below is care of Jagged Peak, Inc., 3000 Bayport Drive, Suite 250 Tampa, Florida  33607.  Percentage of Class is based on 1,624,732 shares that were issued and outstanding as of the record date.

Name of
Beneficial Owner
Title
Amount and Nature
of Beneficial Ownership
Percentage
of Class
Daniel R. Furlong (1)
President, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer, Secretary, Treasurer and Director
289,008
17.79%
Executive Officers, Directors and others (as a group of 1)
 
289,008
17.79%
Paul Demirdjian and Primrose Demirdjian (2)
Shareholders
490,009
30.16%
Vince Fabrizzi (3)
Shareholders
289,008
17.79%

 
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(1)  
Mr. Furlong, 3000 Bayport Drive, Suite 250, Tampa, Florida  33607.
(2)  
Mr. Demirdjian and Mrs. Demirdjian, 3000 Bayport Drive, Suite 250, Tampa, Florida 33607. All shares are held jointly with Primrose Demirdjian.
(3)  
Mr. Vince Fabrizzi, 3000 Bayport Drive, Suite 250, Tampa, Florida  33607.

We believe that all persons named have full voting and investment power with respect to the shares indicated, unless otherwise noted in the table. Under the rules of the Securities and Exchange Commission, a person (or group of persons) is deemed to be a “beneficial owner” of a security if he or she, directly or indirectly, has or shares the power to vote or to direct the voting of such security, or the power to dispose of or to direct the disposition of such security.  Accordingly, more than one person can be a beneficial owner of the same security.  A person is also deemed to be a beneficial owner of any security, which that person has the right to acquire within 60 days, such as options or warrants to purchase our common stock.

ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTORS’ INDEPENDENCE.

Daniel Furlong, our sole officer and director is a promoter.

We were incorporated as a wholly owned subsidiary corporation of Jagged Peak, Inc., a Nevada corporation and spun off to the shareholders of Jagged Peak, Inc.  On a pro-rata basis of 1 share of Acroboo, Inc. for each 10 shares of Jagged Peak, Inc.

Office space and related office expenses are provided without charge by Daniel Furlong, our sole officer and director.  Such costs are immaterial to the financial statements and, accordingly, have not been reflected therein.  Mr. Furlong is involved in other business activities and may, in the future, become involved in other business opportunities.  If a specific business opportunity becomes available, Mr. Furlong may face a conflict in selecting between us and his other business interests.  We have not formulated a policy for the resolution of such conflicts.

ITEM 14.           PRINCIPAL ACCOUNTANTS FEES AND SERVICES.

(1)       Audit Fees

The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for our audit of annual financial statements and review of financial statements included in our Form 10-Qs or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years was:

2012
$
9,500
Paula S. Morelli, CPA P.C.
2012
$
14,700
De Joya Griffith & Company, LLC
2011
$
9,500
Paula S. Morelli, CPA P.C.
2011
$
58,850
De Joya Griffith & Company, LLC
       

$10,250 of the above listed audit fees were incurred and invoiced to Acroboo as of 09-30-2011. The remainder of the audit fees for the year 2011 was incurred in 2012 and 2013 as part of the correction of the financial statements for the periods ended 03-31-2011, 06-30-2011 and 09-30-2011.

 
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(2)       Audit-Related Fees

The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported in the preceding paragraph:

2012
$
-
Paula S. Morelli, CPA P.C.
2012
$
-
De Joya Griffith & Company, LLC
2011
$
-
De Joya Griffith & Company, LLC

(3)       Tax Fees

The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning was:

2012
$
375
Jay M. Needelman, CPA
2011
$
750
Jay M. Needelman, CPA
       

(4)       All Other Fees

The aggregate fees billed in each of the last two fiscal years for the products and services provided by the principal accountant, other than the services reported in paragraphs (1), (2), and (3) was:

2011
$
-
Paula S. Morelli, CPA P.C.
2011
$
-
De Joya Griffith & Company, LLC
2010
$
-
De Joya Griffith & Company, LLC

(5)       Our audit committee’s pre-approval policies and procedures described in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X were that the audit committee pre-approve all accounting related activities prior to the performance of any services by any accountant or auditor.

(6)       The percentage of hours expended on the principal accountant’s engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full time, permanent employees was 0%.





 
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PART IV

ITEM 15.           EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

   
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







 
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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and 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 30th day of October, 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

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the registrant and in the capacities and on the dates indicated:

Signature
Title
Date
     
DANIEL R. FURLONG
President, Principal Executive Officer,
October 30, 2013
Daniel R. Furlong
Principal Financial Officer, Principal Accounting Officer, Secretary/Treasurer and member of the Board of Directors
 











 
-36-


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








 
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