Attached files
| file | filename |
|---|---|
| EX-31.1 - CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT - US VR Global.com Inc. | f10q0611ex31i_aceconsult.htm |
| EX-32.1 - CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT - US VR Global.com Inc. | f10q0611ex32ii_aceconsult.htm |
| EXCEL - IDEA: XBRL DOCUMENT - US VR Global.com Inc. | Financial_Report.xls |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM 10-Q
_______________
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2011
or
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______to______.
ACE Consulting Management, Inc.
(Exact name of registrant as specified in its Charter)
|
Delaware
|
000-50413
|
98-0407797
|
||
|
(State or other jurisdiction of incorporation or organization)
|
(Commission File Number)
|
(I.R.S. Employer Identification No.)
|
923 E. Valley Blvd, Suite 103B, San Gabriel, CA
(Address of principal executive offices)
_______________
(626) 307-2273
(Registrant’s telephone number, including area code)
_______________
N/A
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days.
Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes o No o
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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act
| Large Accelerated Filer o | Accelerated Filer o |
Non-Accelerated Filer o
(Do not check if smaller reporting company)
|
Smaller Reporting Company x |
Indicate by check mark whether the registrant is a shell company as (defined in Rule 12b-2 of the Exchange Act).
Yes x No o
There were 29,640,000 shares of common stock with a par value of $0.001 per share outstanding on August 8, 2011.
ACE CONSULTING MANAGEMENT, INC.
FORM 10-Q
June 30, 2011
INDEX
PART I-- FINANCIAL INFORMATION
|
Item 1.
|
Financial Statements
|
1
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
11
|
|
Item 3
|
Quantitative and Qualitative Disclosures About Market Risk
|
12
|
|
Item 4.
|
Controls and Procedures
|
12
|
PART II-- OTHER INFORMATION
|
13
|
||
|
Item 1
|
Legal Proceedings
|
13
|
|
Item 1A
|
Risk Factors
|
13
|
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
13
|
|
Item 3.
|
Defaults Upon Senior Securities
|
13
|
|
Item 4.
|
Removed and Reserved
|
13
|
|
Item 5.
|
Other Information
|
13
|
|
Item 6.
|
Exhibits
|
13
|
|
13
|
SIGNATURES
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
|
ACE CONSULTING MANAGEMENT, INC.
|
||||||||
|
( A Development Stage Company)
|
||||||||
|
Balance Sheets
|
||||||||
|
June 30, 2011
|
December 31, 2010
|
|||||||
|
(Unaudited)
|
||||||||
|
ASSETS
|
||||||||
|
CURRENT ASSETS:
|
||||||||
|
Cash
|
$ | 24,358 | $ | 26,179 | ||||
|
Total Current Assets
|
24,358 | 26,179 | ||||||
| Total Assets | $ | 24,358 | $ | 26,179 | ||||
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
|
CURRENT LIABILITIES:
|
||||||||
|
Accrued expenses
|
$ | 1,275 | $ | 1,275 | ||||
|
Total Current Liabilities
|
1,275 | 1,275 | ||||||
|
STOCKHOLDERS' EQUITY:
|
||||||||
|
Common stock at $0.001 par value: 50,000,000 shares authorized,
|
||||||||
|
29,640,000 shares issued and outstanding
|
29,640 | 29,640 | ||||||
|
Additional paid-in capital
|
1,460,110 | 1,460,110 | ||||||
|
Deficit accumulated during the development stage
|
(1,466,667 | ) | (1,464,846 | ) | ||||
|
Total Stockholders' Equity
|
23,083 | 24,904 | ||||||
| Total Liabilities and Stockholders' Equity | $ | 24,358 | $ | 26,179 | ||||
See accompanying notes to the financial statements.
-1-
|
ACE CONSULTING MANAGEMENT, INC.
|
||||||||||||
|
( A Development Stage Company)
|
||||||||||||
|
Statements of Operations
|
||||||||||||
|
For the Six Months
|
For the Six Months
|
For the Period from
September 19, 2003 |
||||||||||
|
Ended
|
Ended
|
(inception) through
|
||||||||||
|
June 30, 2011
|
June 30, 2010
|
June 30, 2011
|
||||||||||
|
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
||||||||||
|
REVENUE
|
$
|
7,500
|
$
|
6,000
|
$
|
15,500
|
||||||
|
OPERATING EXPENSES:
|
||||||||||||
|
Professional fees
|
9,182
|
16,561
|
63,988
|
|||||||||
|
Compensation - Officers and directors
|
-
|
250,000
|
250,100
|
|||||||||
|
Consulting fees
|
-
|
1,165,500
|
1,165,500
|
|||||||||
|
General and administrative expenses
|
139
|
1,174
|
2,579
|
|||||||||
|
Total operating expenses
|
9,321
|
1,433,235
|
1,482,167
|
|||||||||
|
LOSS BEFORE TAXES
|
(1,821
|
) |
(1,427,235
|
) |
(1,466,667
|
) | ||||||
|
INCOME TAXES
|
-
|
-
|
-
|
|||||||||
|
NET LOSS
|
$
|
(1,821
|
) |
$
|
(1,427,235
|
) |
$
|
(1,466,667
|
) | |||
|
NET LOSS PER COMMON SHARE
|
||||||||||||
|
- BASIC AND DILUTED:
|
$
|
(0.00
|
) |
$
|
(0.22
|
) |
$
|
(0.34
|
) | |||
|
Weighted average common shares outstanding
|
||||||||||||
|
- basic and diluted
|
29,640,000
|
6,439,213
|
4,298,712
|
|||||||||
See accompanying notes to the financial statements.
-2-
|
ACE CONSULTING MANAGEMENT, INC.
|
||||||||
|
( A Development Stage Company)
|
||||||||
|
Statements of Operations
|
||||||||
|
For the Three Months
|
For the Three Months
|
|||||||
|
Ended
|
Ended
|
|||||||
|
June 30, 2011
|
June 30, 2010
|
|||||||
|
(Unaudited)
|
(Unaudited)
|
|||||||
|
REVENUE
|
$
|
7,500
|
$
|
6,000
|
||||
|
OPERATING EXPENSES:
|
||||||||
|
Professional fees
|
2,551
|
5,346
|
||||||
|
Compensation - Officers and directors
|
-
|
250,000
|
||||||
|
Consulting fees
|
-
|
1,000,000
|
||||||
|
General and administrative expenses
|
20
|
25
|
||||||
|
Total operating expenses
|
2,571
|
1,255,371
|
||||||
|
INCOME(LOSS) BEFORE TAXES
|
4,929
|
(1,249,371
|
) | |||||
|
INCOME TAXES
|
-
|
-
|
||||||
|
NET LOSS
|
$
|
4,929
|
$
|
(1,249,371
|
) | |||
|
NET LOSS PER COMMON SHARE
|
||||||||
|
- BASIC AND DILUTED:
|
$
|
0.00
|
$
|
(0.14
|
) | |||
|
Weighted average common shares outstanding
|
||||||||
|
- basic and diluted
|
29,640,000
|
9,035,000
|
||||||
See accompanying notes to the financial statements.
-3-
|
ACE CONSULTING MANAGEMENT, INC.
|
||||||||||||||||||||
|
( A Development Stage Company)
|
||||||||||||||||||||
|
Statement of Stockholders' Equity (Deficit)
|
||||||||||||||||||||
|
For the Period from September 19, 2003 (Inception) through June 30, 2011
|
||||||||||||||||||||
|
(Unaudited)
|
||||||||||||||||||||
|
Deficit
|
||||||||||||||||||||
|
Common Stock, $0.001 Par Value
|
Additional
|
Accumulated
|
Total
|
|||||||||||||||||
|
Number of
|
Paid-in
|
during the
|
Stockholders'
|
|||||||||||||||||
|
Shares
|
Amount
|
Capital
|
Development Stage
|
Equity (Deficit)
|
||||||||||||||||
|
September 19, 2003 (inception)
|
100,000 | $ | 100 | $ | - | $ | - | $ | 100 | |||||||||||
|
Net loss
|
(1,050 | ) | (1,050 | ) | ||||||||||||||||
|
Balance, December 31, 2003
|
100,000 | 100 | - | (1,050 | ) | (950 | ) | |||||||||||||
|
Net loss
|
(1,250 | ) | (1,250 | ) | ||||||||||||||||
|
Balance, December 31, 2004
|
100,000 | 100 | - | (2,300 | ) | (2,200 | ) | |||||||||||||
|
Net loss
|
(1,650 | ) | (1,650 | ) | ||||||||||||||||
|
Balance, December 31, 2005
|
100,000 | 100 | - | (3,950 | ) | (3,850 | ) | |||||||||||||
|
Net loss
|
(1,800 | ) | (1,800 | ) | ||||||||||||||||
|
Balance, December 31, 2006
|
100,000 | 100 | - | (5,750 | ) | (5,650 | ) | |||||||||||||
|
Net loss
|
(2,250 | ) | (2,250 | ) | ||||||||||||||||
|
Balance, December 31, 2007
|
100,000 | 100 | - | (8,000 | ) | (7,900 | ) | |||||||||||||
|
Net loss
|
(3,250 | ) | (3,250 | ) | ||||||||||||||||
|
Balance, December 31, 2008
|
100,000 | 100 | - | (11,250 | ) | (11,150 | ) | |||||||||||||
|
Net loss
|
(3,250 | ) | (3,250 | ) | ||||||||||||||||
|
Balance, December 31, 2009
|
100,000 | 100 | - | (14,500 | ) | (14,400 | ) | |||||||||||||
|
Accrued expenses paid by stockholder
|
12,650 | - | 12,650 | |||||||||||||||||
|
Common stock issued for compensation at
|
||||||||||||||||||||
|
$0.05 per share on January 5, 2010
|
3,310,000 | 3,310 | 162,190 | 165,500 | ||||||||||||||||
|
Sale of common stock at $0.05 per share
|
||||||||||||||||||||
|
on February 16, 2010
|
1,230,000 | 1,230 | 60,270 | 61,500 | ||||||||||||||||
|
Common stock issued for compensation at
|
||||||||||||||||||||
|
$0.05 per share on June 14, 2010
|
25,000,000 | 25,000 | 1,225,000 | 1,250,000 | ||||||||||||||||
|
Net loss
|
(1,450,346 | ) | (1,450,346 | ) | ||||||||||||||||
|
Balance, December 31, 2010
|
29,640,000 | 29,640 | 1,460,110 | (1,464,846 | ) | 24,904 | ||||||||||||||
|
Net loss
|
(1,821 | ) | (1,821 | ) | ||||||||||||||||
|
Balance, June 30, 2011
|
29,640,000 | $ | 29,640 | $ | 1,460,110 | $ | (1,466,667 | ) | $ | 23,083 | ||||||||||
See accompanying notes to the financial statements.
-4-
|
ACE CONSULTING MANAGEMENT, INC.
|
||||||||||||
|
( A Development Stage Company)
|
||||||||||||
|
Statements of Cash Flows
|
||||||||||||
|
For the Period from
|
||||||||||||
|
For the Six Months
|
For the Six Months
|
September 19, 2003
|
||||||||||
|
Ended
|
Ended
|
(inception) through
|
||||||||||
|
June 30, 2011
|
June 30, 2010
|
June 30, 2011
|
||||||||||
|
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
||||||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||||
|
Net loss
|
$
|
(1,821
|
) |
$
|
(1,427,235
|
) |
$
|
(1,466,667
|
) | |||
|
Adjustments to reconcile net loss to net cash used in operating activities
|
||||||||||||
|
Stock based compensation
|
-
|
1,415,500
|
1,415,600
|
|||||||||
|
Changes in operating assets and liabilities:
|
||||||||||||
|
Accrued expenses
|
-
|
(13,375
|
) |
1,275
|
||||||||
|
NET CASH USED IN OPERATING ACTIVITIES
|
(1,821
|
) |
(25,110
|
) |
(49,792
|
) | ||||||
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||||
|
Payment of accrued expenses by stockholder
|
-
|
12,650
|
12,650
|
|||||||||
|
Proceeds from sale of common stock
|
-
|
61,500
|
61,500
|
|||||||||
|
NET CASH PROVIDED BY FINANCING ACTIVITIES
|
-
|
74,150
|
74,150
|
|||||||||
|
NET CHANGE IN CASH
|
(1,821
|
) |
49,040
|
24,358
|
||||||||
|
Cash at beginning of period
|
26,179
|
-
|
-
|
|||||||||
|
Cash at end of period
|
$
|
24,358
|
$
|
49,040
|
$
|
24,358
|
||||||
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
|
||||||||||||
|
Interest paid
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
|
Income taxes paid
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
See accompanying notes to the financial statements.
-5-
ACE CONSULTING MANAGEMENT, INC.
(A DEVELOPMENT STAGE COMPANY)
June 30, 2011 and 2010
NOTES TO THE FINANCIAL STATEMENTS
(UNAUDITED)
1. ORGANIZATION AND OPERATIONS
ACE Consulting Management, Inc. (the “Company”), a development stage company, was incorporated on September 19, 2003 under the laws of the State of Delaware. Initial operations have included organization and incorporation, target market identification, new product development, marketing plans, and capital formation. A substantial portion of the Company’s activities has involved developing a business plan and establishing contacts and visibility in the marketplace. The Company has generated minimal revenues since inception. The Company is engaged in consulting to corporations to improve growth strategies, performance enhancement and maximization of shareholder value.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation – Interim Financial Information
The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2010 and notes thereto contained in the Company’s Annual Report on Form 10-K as filed with the SEC on March 4, 2011.
Development Stage Company
The Company is a development stage company as defined by section 810-10-20 of the FASB Accounting Standards Codification. The Company is still devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced. All losses accumulated since inception have been considered as part of the Company’s exploration stage activities.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and reporting period.
The Company’s significant estimates include income taxes provision and valuation allowance of deferred tax assets; the fair value of financial instruments; and the assumption that the Company will continue as a going concern. Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.
Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates.
-6-
Fair Value of Financial Instruments on a recurring basis
The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:
|
Level 1
|
Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
|
|
Level 2
|
Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
|
|
Level 3
|
Pricing inputs that are generally observable inputs and not corroborated by market data.
|
Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.
The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.
The carrying amounts of the Company’s financial assets and liabilities, such as cash and accrued expenses, approximate their fair values because of the short maturity of these instruments.
Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.
It is not however, practical to determine the fair value of advances from stockholders due to their related party nature.
The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.
Pursuant to Section 850-10-20 the Related parties include a. affiliates of the Company; b. Entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.
Commitments and contingencies
The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
-7-
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.
Cash and Cash Equivalents
The company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.
Revenue Recognition
The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.
Income Taxes
The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Operations in the period that includes the enactment date.
The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25.addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25.
Net Loss Per Common Share
Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period.
There were no potentially dilutive shares outstanding for the interim period ended June 30, 2011 and 2010.
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Cash flows reporting
The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.
Subsequent events
The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.
Recently issued accounting pronouncements
In January 2010, the FASB issued the FASB Accounting Standards Update No. 2010-06 “Fair Value Measurements and Disclosures (Topic 820) Improving Disclosures about Fair Value Measurements”, which provides amendments to Subtopic 820-10 that requires new disclosures as follows:
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1.
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Transfers in and out of Levels 1 and 2. A reporting entity should disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers.
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2.
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Activity in Level 3 fair value measurements. In the reconciliation for fair value measurements using significant unobservable inputs (Level 3), a reporting entity should present separately information about purchases, sales, issuances, and settlements (that is, on a gross basis rather than as one net number).
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This Update provides amendments to Subtopic 820-10 that clarify existing disclosures as follows:
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1.
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Level of disaggregation. A reporting entity should provide fair value measurement disclosures for each class of assets and liabilities. A class is often a subset of assets or liabilities within a line item in the statement of financial position. A reporting entity needs to use judgment in determining the appropriate classes of assets and liabilities.
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2.
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Disclosures about inputs and valuation techniques. A reporting entity should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. Those disclosures are required for fair value measurements that fall in either Level 2 or Level 3.
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This Update also includes conforming amendments to the guidance on employers' disclosures about postretirement benefit plan assets (Subtopic 715-20). The conforming amendments to Subtopic 715-20 change the terminology from major categories of assets to classes of assets and provide a cross reference to the guidance in Subtopic 820-10 on how to determine appropriate classes to present fair value disclosures. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years.
In December 2010, the FASB issued the FASB Accounting Standards Update No. 2010-29 “Business Combinations (Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations” (“ASU 2010-29”). ASU 2010-29 specifies that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments in this Update also expand the supplemental pro forma disclosures under Topic 805 to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amended guidance is effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. Early adoption is permitted.
Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.
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3. GOING CONCERN
The accompanying financial statements have been prepared on a going concern basis which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has a deficit accumulated during the development stage of $1,466,667 at June 30, 2011, and had a net loss of $1,821 and net cash used in operating activities of $1,821 for the interim period then ended, respectively.
While the Company is attempting to generate sufficient revenues, the Company’s cash position may not be enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate sufficient revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to increase revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenues.
The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
4. STOCKHOLDERS’ EQUITY
Common stock includes 50,000,000 shares authorized at a par value of $0.001, of which 100,000 have been issued to its Chief Executive Officer at par value of $0.001 per share or $100 for compensation at inception on September 19, 2003.
On January 5, 2010, the Company authorized the issuance of 3,310,000 shares of its common stock for compensation valued at $0.05 per share for a total of $165,500.
On February 16, 2010, the Company sold 1,230,000 shares of its common stock at $0.05 per share to 69 individuals for a total of $61,500.
On June 14, 2010, the Company authorized the issuance of 25,000,000 shares of its common stock for compensation valued at $0.05 per share for a total of $1,250,000.
5. RELATED PARTY TRANSACTIONS
During the year ended December 31, 2010, a stockholder of the Company paid professional fees on behalf of the Company aggregating $12,650. Such payment has been shown as a contribution to capital and included in additional paid-in capital.
The Company is provided the office space by an officer of the Company without cost. The management determined that such cost is nominal and did not recognize rent expense in its financial statements.
6. COMMITMENTS
On August 8, 2010, the Company (the “Provider”) entered into a Services Agreement with Shanghai Gaogo Design Construction, Inc. (“the Client”). The agreement calls for the Company to perform certain design and construction services, which include project cost estimation, engineering design, construction and financial management of the project. The initial term of the agreement is for a period of two years, which is renewable for successive one year periods unless a party sends a written notice of non-renewal to the other party no later than 45 days prior to the expiry of the term. For the services, the Client shall pay to the Company a fixed 8% of the contract amount as a consulting fee for the completed service contract.
On August 8, 2010, the Company (the “Provider”) entered into a Services Agreement with Beijing Poly Design Co Ltd. (the “Client”). The agreement calls for the Company to perform certain design and construction services, which include project cost estimation, engineering design, construction and financial management of the project. The initial term of the agreement is for a period of two years, which is renewable for successive one year periods unless a party sends a written notice of non-renewal to the other party no later than 45 days prior to the expiry of the term. For the services, the Client shall pay to the Company a fixed 7.5% of the contract amount as a consulting fee for the completed service contract.
On November 10, 2010, the Company (the “Consultant”) entered into a Business Consultant Agreement with Shanghai Tonggao Investment Consulting Co, Ltd. (the “China Company”). The agreement calls for Consultant to perform general business advisory services. The term of the agreement is for a period of two years, which can be cancelled by either party on a 30-day written notice to the other party. The compensation for this agreement shall be paid at the rate of $80/hour for work performed in accordance with this agreement. However, the Consultant shall be paid at least $12,000 per year regardless of the amount of time spent in accordance with this agreement.
7. SUBSEQUENT EVENTS
Management has evaluated all events that occurred after the balance sheet date through the date when these financial statements were issued to determine if they must be reported. The Management of the Company has determined that there were no reportable subsequent events to be disclosed.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information contained in Item 2 contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this report. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.
Plan of Operation
We have commenced limited operations and will require additional capital to recruit personnel to operate business and to implement our business plan.
We seek to become a bridge between China and the United States, with our business back ground and experience we can assist China companies to acquire U.S. technology to facilitate and implement their existing businesses in China. Currently we have consulting revenues from Hero International USA Holding Corp. and Vivid Spa Corp. Hero International USA Corp. is in the dietary food business. They intend to import raw materials from China to produce quality products in a U.S. based factory and will market its products in the U.S. Vivid Spa Corp. is a company specializing in health care, specializing in skin care and massage therapy. We are assisting them to open a Spa in Shanghai and Beijing where they will introduce U.S. made products, including essential oils and aroma formula therapy. Our current business is generated through referrals. We plan to initiate marketing efforts through a variety of venues for our future business, including marketing through trade associations, chamber of commerce’s and alumni associations.
We have entered into service agreements with Beijing Poly Design Ltd and Shanghai Gaogo Design and Construction Ltd. These agreements potentially provide the initial platform to operate our food consultant business in China.
Additionally, Shanghai Tongao Investment Consulting Co., Ltd located at Block B, 20th Fl, No.238 East Nandan Rd, Shanghai, 200030 has signed a consulting agreement and agreed to pay us a retainer fee to provide services to their clients in regard consulting on Chinese companies doing business in US. Shanghai Tongao has an established client base which they believe can take advantage of our services. We believe the future services for Shanghai Tongao Investment Consulting Ltd may potentially provide revenue in the coming 12 months.
In the next 12 months if the company is unable satisfy its cash requirements our major shareholders have indicated they are willing to loan additional funds to the company to cover any shortfalls, although there is no written agreement or guarantee.
Results of Operation
For the six months ended June 30, 2011 and June 30, 2010, we had revenue of $7,500 and $6,000, respectively. Expenses for the period ended June 30, 2011 totaled $9,321 resulting in a net loss of $1,821. Expenses for the period ended June 30, 2010 consisted of $1,174 in general and administrative expenses, $16,561 in professional fees, $250,000 for compensation fees and $1,165,500 in consulting fees resulting in a net loss of $1,433,235.
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Liquidity and Capital Resources
At June 30, 2011 the Company had $24,358 in cash and will rely upon the issuance of common stock and additional capital contributions from shareholders to fund administrative expenses for our planned business strategy.
As reflected in the accompanying condensed financial statements, the Company is in the development stage with minimal operations, has net cash used in operations from inception of $(49,792) and has a net loss since inception of $(1,466,667). This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not required for Smaller Reporting Companies.
Item 4. Controls and Procedures
a) Evaluation of Disclosure Controls and Procedures. Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) (the Company’s principal financial and accounting officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, 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 that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.
Item 1A. Risk Factors
None
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
None
Item 4. (Removed and Reserved)
None
Item 5. Other Information
None
Item 6. Exhibits
(a) Exhibits
31.1 Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002
32.1 Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002
101 Interactive Data File (Form 10-Q for the quarterly period ended June 30, 2011 furnished in XBRL).
In accordance of SEC Release 33-8238, Exhibit 32.1 is being furnished and not filed.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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ACE CONSULTING MANAGEMENT, INC.
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Date: August __, 2011
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By:
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/s/ Alex Jen
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Chief Executive Officer
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Chief Financial Officer
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| (Duly Authorized Officer, Principal Executive Officer and Principal Financial Officer). | ||
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