UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

(Mark One)

 

S[X]QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended November 30, 2012February 28, 2013
   

 

£[   ]TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

 

For the transition period from ____________ to ______________

 

Commission file number:333-167984

 

ACM CORPORATION

(Name of registrant in its charter)

 

Nevada738068-0680465

(State or jurisdiction

of incorporation or organization) 

(Primary Standard

Industrial Classification 

Code Number)

(IRS Employer Identification No.) 

 

 

488 Madison Avenue, 12th Floor New York, NY  10022

(Address of principal executive offices)

 

(212) 400-6900

(Registrant's telephone number)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes S[ 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 S[ X ]  No  £[ ]

 

Indicate by check mark whether the registrant is a large accelerated filer, and accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer £[ ]Accelerated filer £[ ]

Non-accelerated filer £[ ]

(Do not check if a smaller reporting company)

Smaller reporting company S[ X ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.  Yes S[ X ]  No £[ ]

 

At January 12,May 21, 2013, there were 89,642,640shares of the Issuer's common stock outstanding.

Table of Contents

ACM CORPORATION 

(A Development Stage Company)

Part I.Financial InformationF-1
Item 1.Financial StatementsF-1
Item 2.Management's Discussion and Analysis2
Item 3.Quantitative and Qualitative Disclosures about Market Risk4
Item 4.Controls and Procedures4
Part II.Other Information4
Item 1.Legal Proceedings4
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds5
Item 3.Defaults Upon Senior Securities5
Item 4.Submission of Matters To a Vote of Security Holders5
Item 5.Other Information5
Item 6.Exhibits5
Signature6

 

1
Table of Contents

 

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

INDEX TO UNAUDITED FINANCIAL STATEMENTSPAGE
Balance Sheets at November 30, 2012 and May 31, 2012F-2

Unaudited Statements of Operations for the three and six months

ended November 30, 2012 and 2011 and for the period from inception,

April 23, 2010, through November 30, 2012

F-3

Unaudited Statements of Cash Flows for the six months ended

November 30, 2012 and 2011 and for the period from inception,

April 23, 2010, through November 30, 2012

F-4
Notes to Financial StatementsF-5

F-1
Table of Contents

PART I. FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

ACM CORPORATION
(FKA INCOME NOW CONSULTING)
(A Development Stage Company)
Balance Sheets
ASSETS
  November 30, May 31,
  2012 2012
  (unaudited)  
CURRENT ASSETS        
Cash $23  $141 
         
Total Current Assets  23   141 
         
TOTAL ASSETS $23  $141 
         
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)        
CURRENT LIABILITIES        
         
Interest payable $480  $—   
Notes payable - related party  20,622   5,562 
         
Total Current Liabilities  21,102   5,562 
STOCKHOLDERS' EQUITY (DEFICIT)        
Preferred stock, 50,000,000 shares authorized at        
  par value of $0.0001, no shares issued and outstanding  —     —   
Common stock, 100,000,000 shares authorized at        
  par value of $0.0001; 89,642,640 shares        
  issued and outstanding  8,964   8,964 
Additional paid-in capital  80,001   80,001 
Deficit accumulated during the development stage  (110,044)  (94,386)
         
Total Stockholders' Equity (Deficit)  (21,079)  (5,421)
         
TOTAL LIABILITIES AND        
 STOCKHOLDERS' EQUITY (DEFICIT) $23  $141 
         
The accompanying notes are an integral part of these financial statements.        

ACM CORPORATION
(FKA INCOME NOW CONSULTING)
(A Development Stage Company)
Balance Sheets
     
ASSETS
     
  February 28, May 31,
  2013 2012
  (Unaudited)  
CURRENT ASSETS        
         
Cash $—    $141 
         
Total Current Assets  —     141 
         
TOTAL ASSETS $—    $141 
         
         
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)        
         
CURRENT LIABILITIES        
         
Accounts payable and accrued expenses $1,394  $—   
Notes payable - related party  24,525   5,562 
         
Total Current Liabilities  25,919   5,562 
         
STOCKHOLDERS' EQUITY (DEFICIT)        
         
Preferred stock, 50,000,000 shares authorized at        
   par value of $0.0001, no shares issued and outstanding  —     —   
Common stock, 100,000,000 shares authorized at        
   par value of $0.0001; 89,642,640 shares        
   issued and outstanding  8,964   8,964 
Additional paid-in capital  80,001   80,001 
Deficit accumulated during the development stage  (114,884)  (94,386)
  ��      
Total Stockholders' Equity (Deficit)  (25,919)  (5,421)
         
TOTAL LIABILITIES AND        
  STOCKHOLDERS' EQUITY (DEFICIT) $—    $141 

 

F-2The accompanying notes are an integral part of these financial statements.
Table of Contents

 

ACM CORPORATION
(FKA INCOME NOW CONSULTING)
(A Development Stage Company)
Statements of Operations
(Unaudited)
          From Inception
          on April 23, 2010
  For the Three Months Ended For the Six Months Ended through
  November 30, November 30, November 30,
  2012 2011 2012 2011 2012
               
REVENUES$ $$$
COST OF SALES     
GROSS MARGIN     
OPERATING EXPENSES                    
Professional fees  6,550   3,517   14,987   11,107   97,010 
General and administrative  82   18   191   36   11,850 
Total Operating Expenses  6,632   3,535   15,178   11,143   108,860 
                     
LOSS FROM OPERATIONS  (6,632)  (3,535)  (15,178)  (11,143)  (108,860)
                     
OTHER EXPENSE                    
Interest expense  (261)  (528)  (480)  (704)  (1,184)
                     
Total Other Expense  (261)  (528)  (480)  (704)  (1,184)
                     
LOSS BEFORE INCOME TAXES  (6,893)  (4,063)  (15,658)  (11,847)  (110,044)
                     
CURRENT INCOME TAX EXPENSE (BENEFIT)  —     —     —     —     —   
PROVISION FOR INCOME TAXES  —     —     —     —     —   
NET LOSS $(6,893) $(4,063) $(15,658) $(11,847) $(110,044)
                     
                     
BASIC AND DILUTED  LOSS PER COMMON SHARE $(0.00) $(0.00) $(0.00) $(0.00)    
                     
WEIGHTED AVERAGE NUMBER OF COMMON SHARES                    
 OUTSTANDING - BASIC AND DILUTED  89,642,640   89,642,640   89,642,640   89,642,640     

 

ACM CORPORATION
(FKA INCOME NOW CONSULTING)
(A Development Stage Company)
Statements of Operations
(Unaudited)
         From Inception
         on April 23, 2010
  For the Three Months Ended For the Nine Months Endedthrough
  February 28, February 28,February 28,
  2013 2012 2013 2012 2013
           
REVENUES $—    $—    $—    $—    $—   
COST OF SALES  —     —     —     —     —   
GROSS MARGIN  —     —     —     —     —   
                     
OPERATING EXPENSES                    
                     
Professional fees  4,202   18,773   19,189   29,880   101,212 
General and administrative  24   254   215   290   11,874 
                     
Total Operating Expenses  4,226   19,027   19,404   30,170   113,086 
                     
LOSS FROM OPERATIONS  (4,226)  (19,027)  (19,404)  (30,170)  (113,086)
                     
OTHER EXPENSE                    
Interest expense  (614)  —     (1,094)  (704)  (1,798)
                     
Total Other Expense  (614)  —     (1,094)  (704)  (1,798)
                     
LOSS BEFORE INCOME TAXES  (4,840)  (19,027)  (20,498)  (30,874)  (114,884)
                     
CURRENT INCOME TAX EXPENSE (BENEFIT)  —     —     —     —     —   
PROVISION FOR INCOME TAXES  —     —     —     —     —   
                     
NET LOSS $(4,840) $(19,027) $(20,498) $(30,874) $(114,884)
                     
                     
BASIC AND DILUTED  LOSS PER COMMON SHARE $(0.00) $(0.00) $(0.00) $(0.00)    
                     
WEIGHTED AVERAGE NUMBER OF COMMON SHARES                    
  OUTSTANDING - BASIC AND DILUTED  89,642,640   89,642,640   89,642,640   89,642,640     

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

ACM CORPORATION
(FKA INCOME NOW CONSULTING)
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
 
        Deficit  
        Accumulated Total
      Additional During the Stockholders'
  Common Stock Paid-in Development Equity
  Shares Amount Capital Stage (Deficit)
           
Balance, April 23, 2010  —    $—    $—    $—    $—   
                     
Common stock issued to founders                    
  for services at $0.0001 per share  74,640,000   7,464   (7,064)  —     400 
                     
Common stock issued for cash                    
  at $0.05 per share  15,002,640   1,500   38,700   —     40,200 
                     
Loss from inception through                    
 May 31, 2010  —     —     —     (4,631)  (4,631)
                     
Balance, May 31, 2010  89,642,640   8,964   31,636   (4,631)  35,969 
                     
Loss for the year ended                    
  May 31, 2011  —     —     —     (53,460)  (53,460)
                     
Balance, May 31, 2011  89,642,640   8,964   31,636   (58,091)  (17,491)
                     
Contributed capital  —     —     48,365   —     48,365 
                     
Loss for the year ended                    
 May 31, 2012  —     —     —     (36,295)  (36,295)
                     
Balance, May 31, 2012  89,642,640   8,964   80,001   (94,386)  (5,421)
                     
Loss for the nine months ended                    
February 28, 2013 (unaudited)  —     —     —     (20,498)  (20,498)
                     
Balance, February 28, 2013 (unaudited)  89,642,640  $8,964  $80,001  $(114,884) $(25,919)

The accompanying notes are an integral part of these financial statements

ACM CORPORATION
(FKA INCOME NOW CONSULTING)
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
      From Inception
  For the Nine Months Ended On April 23, 2010
  February 28, February 28, February 28,
  2013 2012 2013
       
OPERATING ACTIVITIES            
             
Net loss $(20,498) $(30,874) $(114,884)
Adjustments to reconcile net loss to            
  net cash used by operating activities:  —     —     —   
Changes in operating assets and liabilities:            
Accrued interest payable  1,094   —     1,094 
Accounts payable  300   (177)  300 
             
Net Cash Used in Operating Activities  (19,104)  (31,051)  (113,490)
             
INVESTING ACTIVITIES  —     —     —   
             
Net Cash Provided by Investing Activities  —     —     —   
             
FINANCING ACTIVITIES            
             
Proceeds from common stock issued  —     —     40,600 
Proceeds from related party payables  18,963   30,760   72,890 
             
Net Cash Provided by Financing Activities  18,963   30,760   113,490 
             
NET INCREASE (DECREASE) IN CASH  (141)  (291)  —   
             
CASH AT BEGINNING OF PERIOD  141   291   —   
             
CASH AT END OF PERIOD $—    $—    $—   
             
SUPPLEMENTAL DISCLOSURES OF            
CASH FLOW INFORMATION:            
             
CASH PAID FOR:            
             
Interest $—    $—    $—   
Income taxes $—    $—    $—   
             
NON CASH FINANCING ACTIVITIES:            
Contributed capital $—    $48,365  $48,365 

The accompanying notes are an integral part of these financial statements

F-35
Table of Contents

 

ACM CORPORATION
(FKA INCOME NOW CONSULTING)
(A Development Stage Company)
Statements of Cash Flows
(unaudited)
      From Inception
      on April 23, 2010
  For the Six Months Ended Through
  November 30, November 30,
  2012 2011 2012
       
OPERATING ACTIVITIES            
Net loss $(15,658) $(11,847) $(110,044)
Adjustments to reconcile net loss to            
 net cash used by operating activities:  —     —     —   
Changes in operating assets and liabilities:            
Accrued interest payable  480   704   480 
Accounts payable  —     2,307   —   
Net Cash Used in Operating Activities  (15,178)  (8,836)  (109,564)
INVESTING ACTIVITIES  —     —     —   
Net Cash Used in Investing Activities  —     —     —   
FINANCING ACTIVITIES            
Proceeds from common stock issued  —     —     40,600 
Proceeds from related party payables  15,060   8,800   68,987 
Net Cash Provided by Financing Activities  15,060   8,800   109,587 
NET INCREASE (DECREASE) IN CASH  (118)  (36)  23 
CASH AT BEGINNING OF PERIOD  141   291   —   
CASH AT END OF PERIOD $23  $255  $23 
SUPPLEMENTAL DISCLOSURES OF            
CASH FLOW INFORMATION:            
CASH PAID FOR:            
Interest $—    $—    $—   
Income taxes $—    $—    $—   
NON CASH FINANCING ACTIVITIES:            
Contributed capital $—    $—    $48,365 
             
The accompanying notes are an integral part of these financial statements.            
             
F-4ACM CORPORATION
(FKA INCOME NOW CONSULTING)
(A Development Stage Company)
Table of Contents

ACM CORPORATION

(A Development Stage Company)NOTES TO FINANCIAL STATEMENT

Notes to the Financial Statements

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

ACM Corporation (formerly known as Income Now Consulting) (the “Company”(“the Company”) was incorporated in the State of Nevada on April 23, 2010. The Company was originally engaged in offering an interactive web-based fundraising program designed for non-profit organizations, schools and clubs. The Company has no revenues and limited operations and is accordingly classified as a development stage company.

The Company has determined that it cannot continue with its business operations as outlined in its original business plan because of a lack of financial results and resources; therefore, although the Company may return to its intended business operations at a later date, it has redirected its focus towards identifying and pursuing options regarding the development of a new business plan and direction. The Company intends to explore various business opportunities that have the potential to generate positive revenue, profits and cash flow in order to financially accommodate the costs of being a publicly held company. However, the Company cannot guarantee that there will be any other business opportunities available, or of the nature of any business opportunity that it may find, or of the financial resources required of any possible business opportunity.

Basis of Presentation

The unaudited financial statements for the period ended November 30, 2012February 28, 2013 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information in accordance with Securities and Exchange Commission (SEC) Regulation S-X rule 8-03. In the opinion of management, the unaudited financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of November 30, 2012February 28, 2013 and the results of operations and cash flows for the periods then ended. The financial data and other information disclosed in these notes to the interim financial statements related to the period are unaudited. The results for the three and six month periods ended November 30, 2012,February 28, 2013, are not necessarily indicative of the results to be expected for any subsequent quarters or for the entire year ending May 31, 2013. The balance sheet at May 31, 2012 has been derived from the audited financial statements at that date.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Recent Accounting Pronouncements

Management has considered all recent accounting pronouncements issued since the last audit of our financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

NOTE 2 - GOING CONCERN

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States, which contemplate continuation of the Company as a going concern.  However, the Company has not generated revenues since inception and has an accumulated deficit of $110,044$114,884 as of November 30, 2012.February 28, 2013.  The Company currently has limited liquidity and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.  These factors raise substantial doubt about the Company’s ability to continue as a going concern.

Management anticipates that the Company will be dependent, for the near future, on additional investment capital, primarily from its shareholders, to fund operating expenses. The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

F-5
Table of Contents

NOTE 3 – RELATED PARTY PAYABLES

On March 27, 2012, a related party depositedloaned $5,562 intoto the Company. TheCompany in the form of a note payable. This liability is non-interest bearing and is due on demand. An additional $8,473 was received during July 2012 which accrues interest at 12% per annum and is due on demand.On October 5, 2012, During the related party loanednine months ended February 28, 2013 an additional $6,588$18,963 was received pursuant to the Company.this note.

 

Various expenses of the Company, including general and administrative expenses and professional fees, have been paid for or made by a related party.

 

On January 25, 2012, the Company entered into an extinguishment of debt agreement with Ruthy Navon (related-party). The agreement extinguished all debt as of January 25, 2012, including interest payable, due to Ruthy Navon. The total of debt extinguished was $48,365.

 

NOTE 4 – SUBSEQUENT EVENTS

 

In accordance with ASC 855 the Company’s management reviewed all material events through the date of this report and there are no additional material subsequent events to report.

 

 

F-67
Table of Contents

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

 

ALL STATEMENTS IN THIS DISCUSSION THAT ARE NOT HISTORICAL ARE FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. STATEMENTS PRECEDED BY, FOLLOWED BY OR THAT OTHERWISE INCLUDE THE WORDS "BELIEVES," "EXPECTS," "ANTICIPATES," "INTENDS," "PROJECTS," "ESTIMATES," "PLANS," "MAY INCREASE," "MAY FLUCTUATE," AND SIMILAR EXPRESSIONS OR FUTURE OR CONDITIONAL VERBS SUCH AS "SHOULD," "WOULD," "MAY" AND "COULD" ARE GENERALLY FORWARD-LOOKING IN NATURE AND NOT HISTORICAL FACTS. THESE FORWARD-LOOKING STATEMENTS WERE BASED ON VARIOUS FACTORS AND WERE DERIVED UTILIZING NUMEROUS IMPORTANT ASSUMPTIONS AND OTHER IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN THE FORWARD-LOOKING STATEMENTS. FORWARD-LOOKING STATEMENTS INCLUDE THE INFORMATION CONCERNING OUR FUTURE FINANCIAL PERFORMANCE, BUSINESS STRATEGY, PROJECTED PLANS AND OBJECTIVES. THESE FACTORS INCLUDE, AMONG OTHERS, THE FACTORS SET FORTH BELOW UNDER THE HEADING "RISK FACTORS." ALTHOUGH WE BELIEVE THAT THE EXPECTATIONS REFLECTED IN THE FORWARD-LOOKING STATEMENTS ARE REASONABLE, WE CANNOT GUARANTEE FUTURE RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS. MOST OF THESE FACTORS ARE DIFFICULT TO PREDICT ACCURATELY AND ARE GENERALLY BEYOND OUR CONTROL. WE ARE UNDER NO OBLIGATION TO PUBLICLY UPDATE ANY OF THE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER THE DATE HEREOF OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS. READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS. REFERENCES IN THIS FORM 10-Q, UNLESS ANOTHER DATE IS STATED, ARE TO AUGUST 31, 2011. AS USED HEREIN, THE "COMPANY," “INCOME NOW,” "WE," "US," "OUR" AND WORDS OF SIMILAR MEANING REFER TO ACM CORPORATION.

 

Overview of the Company

 

We were incorporated in the state of Nevada on April 23, 2010. We had been focused on developing and marketing a web-based interactive fundraising program.  However, we have determined that we cannot continue with our business operations as outlined in our original business plan because of a lack of financial results and resources; therefore, although we may return to our intended business operations at a later date, we have redirected our focus towards identifying and pursuing options regarding the development of a new business plan and direction. We intend to explore various business opportunities that have the potential to generate positive revenue, profits and cash flow in order to financially accommodate the costs of being a publicly held company. However, we cannot assure you that there will be any other business opportunities available, or of the nature of any business opportunity that we may find, or of the financial resources required of any possible business opportunity.

 

Our head offices are currently located at 488 Madison Avenue, 12th Floor, New York, NY 10022. Our telephone number is 1-212-400-6900.

 

On March 13, 2012 (subsequent to the end of the period covered by this report), we filed an amendment to our Articles of Incorporation (the “Amended Articles”) with the Secretary of the State of Nevada, pursuant to which we changed our name from Income Now Consulting to ACM Corporation. The Company’s new name was declared effective by FINRA, for OTC trading purposes, on March 30, 2012. The name change was accompanied by a new trading symbol for our common stock, “ACMA.”

 

We had been engaged in discussions with ACM Corporation, a Bahamas corporation (“ACM Bahamas”), regarding a possible business combination involving the two companies. However, such discussions have subsequently terminated. We changed our name to facilitate these discussions. Since the parties have determined not to proceed with a business combination, we may change our name back to Income Now Consulting or adopt another name.

 

Our Board of Directors also declared an 18.66-for-1 forward stock split on the Company’s common stock in the form of a dividend, with a record date of March 9, 2012, a payment date of March 22, 2012, an ex-dividend date of March 23, 2012, and a due bill redeemable date of March 27, 2012. The stock split entitled each shareholder as of the record date to receive 17.66 additional shares of common stock for each one share owned. Additional shares issued as a result of the stock split were distributed on the payment date.

28
Table of Contents

Unless otherwise indicated, all historical share and per share numbers relating to our common stock in this report have been adjusted to give effect to the stock split.

 

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED NOVEMBER 30, 2012FEBRUARY 28, 2013

 

We had no revenues for the three months ended November 30, 2012February 28, 2013 and 2011.  The Company is currently in the development stage of its business development and has had only limited operations to date. We do not anticipate earning revenues until we are able to successfully complete and market our interactive fundraising program.

 

Our total operating expenses for the three months ended November 30, 2012February 28, 2013 were $6,632,$4,225, and consisted of $82$24 in general and administrative expenses and $6,550$4,201 in professional fees.   Comparatively, our total operating expenses for the three months ended November 30, 2011February 28, 2012 were $3,535,$19,027, and consisted of $18$254 in general and administrative expenses and $3,517$18,773 in professional fees. We incurred $261$614 in accrued interest expense during the three months ended November 30, 2012February 28, 2013 compared to $528$0 during 2011.the same period of 2012. We therefore recorded a net loss of $6,893$4,839 for the three months ended November 30, 2012February 28, 2013 compared to $4,063$19,027 in 2011.the same period of 2012.

 

RESULTS OF OPERATIONS FOR THE SIXNINE MONTHS ENDED NOVEMBER 30, 2012FEBRUARY 28, 2013

 

We had no revenues for the sixnine months ended November 30, 2012February 28, 2013 and 2011.2012.  The Company is currently in the development stage of its business development and has had only limited operations to date. We do not anticipate earning revenues until we are able to successfully complete and market our interactive fundraising program.

 

Our total operating expenses for the sixnine months ended November 30, 2012February 28, 2013 were $15,178,$19,404, and consisted of $191$215 in general and administrative expenses and $14,987$19,189 in professional fees.   Comparatively, our total operating expenses for the sixnine months ended November 30, 2011February 28, 2012 were $11,143,$30,170, and consisted of $36$290 in general and administrative expenses and $11,107$29,880 in professional fees. We incurred $480$1,094 in accrued interest expense during the sixnine months ended November 30, 2012February 28, 2013 compared to $704 during 2011.the same period of 2012. We therefore recorded a net loss of $15,658$20,498 for the sixnine months ended November 30, 2012February 28, 2013 compared to $11,847$30,874 in 2011.the same period of 2012.

 

LIQUIDITY AND CAPITAL RESOURCES

 

During the sixnine months ended November 30, 2012,February 28, 2013, we raised $15,060$18,963 from loans from Paradigm Capital Holdings, LLC.

 

At November 30, 2012,February 28, 2013, we had total assets, consisting solely of cash of $23.$-0-.

 

At November 30, 2012,February 28, 2013, we had total liabilities of $21,102$25,919 consisting of $480$1,394 in accounts payable and $20,622$24,525 in related party notes payable. .

 

At November 30, 2012,February 28, 2013, we had working capital deficit of $21,079.$25,919.

  

We have a cash balance of $23$-0- as of November 30, 2012.February 28, 2013.

 

We had net cash used in operating activities of $15,178$19,104 for the sixnine months ended November 30, 2012,February 28, 2013, which included $15,658$20,498 of a net loss partially offset by a $480$1,394 increase in accounts payable.payable and accrued expenses. We received $15,060 of$18,963 in debt financing during the sixnine month period.

 

We have never had any income from operations.

We have minimal operating costs and expenses at the present time due to our limited business activities. We may, however, be required to raise additional capital over the next twelve months to meet our current administrative expenses, and we may do so in connection with or in anticipation of possible acquisition transactions. This financing may take the form of additional sales of our equity securities and/or loans from our directors. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

 

3
Table of Contents

There are no assurances that we will be able to obtain further funds required for our continued operations. We will pursue various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will be unable to conduct our operations as planned, and we will not be able to meet our other obligations as they become due. In such event, we will be forced to scale down or perhaps even cease our operations.

 

GOING CONCERN

 

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States, which contemplate continuation of the Company as a going concern.  However, the Company has not generated revenues since inception and has an accumulated deficit of $110,044$114,884 as of November 30, 2012.February 28, 2013.  The Company currently has limited liquidity and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.  These factors raise substantial doubt about the Company’s ability to continue as a going concern.

 

Management anticipates that the Company will be dependent, for the near future, on additional investment capital, primarily from its shareholders, to fund operating expenses. The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), we are not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

 

ITEM 4. CONTROLS AND PROCEDURES

 

(a)           Evaluation of disclosure controls and procedures. Our Chief Executive Officer and Principal Financial Officer, after evaluating the effectiveness of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report on Form 10-Q (the "Evaluation Date"), has concluded that as of the Evaluation Date, our disclosure controls and procedures were not effective due to a lack of segregation of duties and no audit committee.  As resources become available to our Company, we plan to begin to hire sufficient employees to maintain adequate internal controls to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. 

 

(b)           Changes in internal control over financial reporting. There were no changes in our internal control over financial reporting during our most recent fiscal quarter that materially affected, or were reasonably likely to materially affect, our internal control over financial reporting.

10

PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

From time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business. We are not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition or results of operations. We may become involved in material legal proceedings in the future.

 

ITEM 1A. RISK FACTORS

 

Because we are a “smaller reporting company” as that term is defined by the SEC, we are not required to present risk factors at this time.  

4
Table of Contents

 

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

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

None.

 

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

As previously reported,Effective September 28, 2012, stockholders of the Company holding at least the requisite voting power, under Nevada law, of the issued and outstanding stock of the Company entitled to vote, acting by written consent without a meeting, appointed Kenneth Spiegeland as sole director of the Company, to serve until the next annual meeting of the stockholders of the Company, and until his successor is duly elected or appointed and qualified, or until his prior resignation or removal.None

The number of votes cast in favor of the election of Mr. Spiegeland as a director of the Company was 74,640,000. No votes were cast against or withheld, nor were there any abstentions or broker non-votes. As of the date of the written consent of stockholders, there were 89,642,640 shares of the Company’s common stock, $0.0001 par value per share, issued and outstanding.

ITEM 5. OTHER INFORMATION

 

None.

ITEM 6. EXHIBITS

 

EXHIBIT NO.DESCRIPTION OF EXHIBIT
  
3.1(1)Articles of Incorporation
  
3.2(1)Bylaws
  
31*Certificate of the Chief Executive Officer and Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  
32*Certificate of the Chief Executive Officer and Principal Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

(1) Filed as exhibits to the Company’s Registration Statement on Form S-1, filed with the Commission on July 6, 2010, and incorporated herein by reference.

  

* Filed herewith.

 

 

5
Table of Contents

SIGNATURES

 

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 ACM CORPORATION
  
DATED: January 14,May 28, 2013By:/s/ Kenneth SpiegelandGregory E. Bloom
 Kenneth SpiegelandGregory E. Bloom
 President, Treasurer
 (Principal Executive Officer,
 Principal Accounting Officer and
 Principal Financial Officer)
  

 

 

 

 

6
Table of Contents