FILED PURSUANT TO RULE 424(b)(3)
Registration No. 333-170477
PROSPECTUS
AcroBoo, Inc.
1,602,096 shares of common stock
This prospectus relates to the distribution by dividend to all of the
original stockholders of Jagged Peak, 1,602,096 shares of AcroBoo's common
stock (the "Distribution"). AcroBoo, Inc. is not selling any shares of
common stock in this distribution and therefore will not receive any
proceeds from this distribution. All costs associated with this
registration will be borne by AcroBoo, Inc.
AcroBoo, Inc. is currently a wholly-owned subsidiary of Jagged Peak and after
the distribution Jagged Peak and AcroBoo will be an independent companies.
Subject to the Notice of Effectiveness of this Registration Statement, the
holders of Jagged Peak common stock will receive one share of AcroBoo, Inc.
Class A Common Stock for every ten shares of Jagged Peak common stock that
they hold. Following the Distribution, Jagged Peak will not own any shares
of AcroBoo, Inc. Since Jagged Peak is the parent of AcroBoo, it is the
selling stockholder and the "underwriter," of this offering as such term is
defined in the Securities Act of 1933.
You may be required to pay income tax on all or a portion of the value of
the shares of AcroBoo, Inc. Class A Common Stock received by you in
connection with this Distribution.
Currently, no public market exists for AcroBoo, Inc. common stock and a public
market may not develop, or, if any market does develop, it may not be
sustained. Our common stock is not quoted on any exchange or in the
over-the-counter market. After this Registration Statement becomes
effective, we expect to have an application filed with the Financial
Industry Regulatory Authority (FINRA) for our common stock to be eligible
for quotation on the OTC-Bulletin Board. In order to make a market for our
common stock on the OTC-Bulletin Board, a market maker must first file an
application on our behalf. We have not started the process of engaging a
market maker willing to apply for quotation on the OTC Bulletin Board.
There are no assurance that our application for quotation will be accepted
by FINRA. This registration statement covers the distribution of shares to
existing shareholders of Jagged Peak.
We are a shell company, with no revenues or assets and our auditors have
raised substantial doubt as to our ability to continue as a going concern.
The purchase of the securities offered through this prospectus involves a
high degree of risk.
SEE SECTION TITLED "RISK FACTORS" ON PAGE 10
--------------------------------------------
No underwriter or person has been engaged to facilitate the
Distribution in this offering.
The U. S. Securities and Exchange Commission and state securities regulators
have not approved or disapproved of these securities, or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is April 7, 2011.
1
TABLE OF CONTENTS
-----------------
PAGE
----
Part I
PROSPECTUS SUMMARY...................................................... 3
SUMMARY OF DISTRIBUTION................................................. 3
QUESTIONS AND ANSWERS ABOUT THE SPIN-OFF................................ 5
FORWARD-LOOKING STATEMENTS.............................................. 6
THE SPIN-OFF AND PLAN OF DISTRIBUTION.................................. 6
SUMMARY FINANCIAL INFORMATION...........................................10
RISK FACTORS............................................................10
RISK FACTORS RELATING TO OUR COMPANY....................................11
RISK FACTORS RELATING TO OUR COMMON SHARES..............................16
CAPITALIZATION .........................................................19
CERTAIN MARKET INFORMATION..............................................20
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION...............20
DESCRIPTION OF BUSINESS.................................................23
LEGAL PROCEEDINGS.......................................................28
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS............29
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES..........................31
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..........................31
SECURITY OWNERSHIP OF CERTAIN BENEFICAL OWNERS AND MANAGEMENT...........32
THE DISTRIBUTION........................................................34
MANNER OF EFFECTING THE DISTRIBUTION....................................35
FEDERAL INCOME TAX CONSIDERATIONS.......................................41
FEDERAL SECURITIES LAWS CONSEQUENCES....................................43
DESCRIPTION OF SECURITIES...............................................43
SHARES ELIGIBLE FOR FUTURE SALE.........................................44
DIVIDEND POLICY.........................................................47
TRANSFER AGENT..........................................................47
LEGAL MATTERS...........................................................47
EXPERTS.................................................................47
WHERE YOU CAN FIND MORE INFORMATION.....................................49
FINANCIAL STATEMENTS....................................................49
2
PROSPECTUS SUMMARY
------------------
The following summary highlights key aspects contained in this prospectus.
Before making an investment decision, you should read the entire prospectus
carefully, including the "Risk Factors" section, the financial statements and
the notes to the financial statements.
The holders of Jagged Peak common stock will receive one share of AcroBoo, Inc.
Class A Common Stock for every ten shares of Jagged Peak common stock that
they hold. Following the Distribution, Jagged Peak will not own any shares
of AcroBoo, Inc. Jagged Peak and AcroBoo will be independent companies.
AcroBoo intend to become an on-line retailer that purchases products and sells
them on-line. AcroBoo differs from its parent, where AcroBoo plans to take
actual possession of its products, as compared to Jagged Peak, who acts as a
distribution agent for its customers.
Corporate Background
--------------------
The Company was organized June 14, 2010 (Date of Inception) under the laws
of the State of Nevada, as AcroBoo, Inc. ("AcroBoo"). The Company was
incorporated as a subsidiary of Jagged Peak, Inc. ("Jagged Peak"), a Nevada
corporation.
SUMMARY OF DISTRIBUTION
-----------------------
The board of directors of Jagged Peak approved, subject to the effectiveness
of a registration with the U. S. Securities and Exchange Commission, a
spin-off to Company shareholders on one-for-ten basis for every share of
Jagged Peak common stock, par value $0.001 owned. The AcroBoo stock dividend
will be based on 16,020,961 shares of Jagged Peak common stock issued and
outstanding as of the record date.
The shares of AcroBoo, Inc. are owned by Jagged Peak, who will distribute
the AcroBoo, Inc. shares once the Form S-1 is effective with the U. S.
Securities and Exchange Commission. The shares will be distributed by
Pacific Stock Transfer Co., Las Vegas, Nevada, which acts as our transfer
agent.
After the Distribution, AcroBoo will have one officer and director who is
also an officer and director of Jagged Peak. AcroBoo will continue to be
controlled and majority owned by the persons who control and majority own
the stock of Jagged Peak. Jagged Peak, itself, the Company, will have no
ownership in AcroBoo. Jagged Peak will retain no ownership in AcroBoo, Inc.
following the spin-off. Further, AcroBoo, Inc. will no longer be a
subsidiary of Jagged Peak.
3
Following the Distribution, Jagged Peak may seek to expand its operations
through the acquisition of additional businesses. Any potential acquired
additional businesses may be outside the current field of operations of
Jagged Peak. Jagged Peak may not be able to identify, successfully
integrate or profitably manage any such businesses or operations. Currently,
Jagged Peak has no plans, proposals or arrangements, either orally or in
writing, regarding any proposed acquisitions and is not considering any
potential acquisitions.
The board of directors and management of Jagged Peak believe that the
Distribution is in the best interests of Jagged Peak and its stockholders.
Jagged Peak believes that the Distribution will enhance value for Jagged Peak
stockholders and that the spin-off its e-commerce and supply chain solutions
provider into AcroBoo, Inc. may provide greater access to capital by allowing
the financial community to focus solely on each business entity as a stand
alone company. This may help provide the different businesses as a
stand-alone company to more easily be able to obtain financing from third
parties. Jagged Peak' is focused on its fulfillment logistics business,
whereby AcroBoo, Inc. will focus its business on e-commerce. See "The
Difference Between Jagged Peak" under the "Description of Business" on page 23.
Why AcroBoo, Inc. Sent This Document To You
AcroBoo, Inc. sent you this document because you were an owner of Jagged
Peak common stock on April 7, 2011. You will be entitled to receive a
Distribution of one (1) share of Common Stock of AcroBoo, Inc., a
wholly-owned subsidiary of Jagged Peak, Inc., for every ten (10) shares of
Jagged Peak you own. No action is required on your part to participate in
the Distribution and you do not have to pay cash or other consideration to
receive your Jagged Peak shares.
This document describes AcroBoo, Inc.'s business, the relationship between
Jagged Peak and AcroBoo, Inc., and how this transaction benefits Jagged Peak
and its stockholders, and provides other information to assist you in
evaluating the benefits and risks of holding or disposing of the shares of
AcroBoo, Inc. stock you will receive as part of this Distribution. You
should be aware of certain risks relating to the Distribution and AcroBoo,
Inc.'s business, which are described in this document beginning on page 10.
4
Questions And Answers About The Spin-Off
Q. How Many AcroBoo, Inc. Shares Will I Receive?
A. AcroBoo, Inc. will distribute to you one (1) share of our common stock
for every ten (10) shares of Jagged Peak you owned on May 10, 2011 the
record date.
Q. What Are Shares Of AcroBoo, Inc. Worth?
A. The value of our shares will be determined by their trading price after
the spin-off. We do not know what the trading price will be and we can
provide no assurances as to value. After the spin-off, our shares will not
be listed on any stock exchange. We have not started the process of working
with a broker dealer to submit our application to be listed on the OTC-
Bulletin Board.
Q. What Is The History Of The Parent Company?
A. Jagged Peak was incorporated on September 14, 2001. Jagged Peak is a
global provider of enterprise commerce, demand management, and fulfillment
logistics solutions and services. Jagged Peak's flagship product, EDGE
(E-business Dynamic Global Engine), is a completely web-based software
application that enables companies to automate and optimize order management,
inventory and fulfillment business processes across multiple distribution
points, customers, suppliers, and partners in real-time. Jagged Peak serves
global clients in multiple industry segments including financial services,
insurance, pharmaceutical, travel and tourism, automotive, manufacturing, and
consumer goods. For more information, visit www.jaggedpeak.com.
Q. What Do I Have To Do To Receive My AcroBoo, Inc.'s Shares?
A. No action is required by you. You do not need to pay any money or
surrender your Jagged Peak common shares to receive our common shares.
Our transfer agent will mail your AcroBoo, Inc. common shares to
your record address as of the record date.
Q. When Can I Expect To Receive My Spin-off Shares in AcroBoo, Inc.?
A. Subject to the Notice of Effectiveness of this Registration Statement, by
the U. S. Securities & Exchange Commission, our transfer agent will mail you
a share certificate representing your shares. If you are not a record holder
of Jagged Peak stock because your shares are held on your behalf by your
stockbroker or other nominee, your shares of Jagged Peak Common Stock
should be credited to your account with your stockbroker or nominee following
the effectiveness of AcroBoo, Inc.'s registration statement.
5
Forward-looking Statements
--------------------------
This prospectus contains statements that plan for or anticipate the future.
Forward-looking statements include statements about our future business plans
and strategies, and most other statements that are not historical in nature.
In this prospectus, forward-looking statements are generally identified by
the words "anticipate," "plan," "believe," "expect," "estimate," and the
like. Although we believe that any forward-looking statements we make in this
prospectus are reasonable, because forward-looking statements involve future
risks and uncertainties, there are factors that could cause actual results to
differ materially from those expressed or implied.
About Us
--------
AcroBoo, Inc. was incorporated in Nevada on June 14, 2010 as a wholly-owned
subsidiary of Jagged Peak. AcroBoo is an e-commerce on-line retailer.
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. 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. AcroBoo plans to search for
new solutions that harness the power of the Internet to help companies drive
revenue and expand their business. AcroBoo takes actual possession of
inventory and generates most of its revenues based on product sales or a
percentage of the customers' sales. AcroBoo is an on-line retailer and we
will, in some circumstances, sell our expertise as a service to other
customers.
The core of the AcroBoo business model and the primary difference between
Jagged Peak and AcroBoo is buying products to sell on-line, which is not part
of Jagged Peak's business model and is the primary conflict and reason to
separate the businesses. AcroBoo will offer products through different
websites, that includes, but is not limited to: sunglasses, camping
equipment, coffee products, home tools and lighting products.
AcroBoo requires significantly more capital to develop its business model to
invest in inventory and marketing of the products it sells on-line, where
Jagged Peak does not sell products on-line. Essentially, AcroBoo would be a
customer of Jagged Peak, Jagged Peak would never be a customer of AcroBoo.
Our principal offices, which are located at the same address for Jagged Peak,
is at 3000 Bayport Drive, Suite 250, Tampa, Florida 33607. Our telephone
number is (813) 637-6900.
6
THE SPIN-OFF AND PLAN OF DISTRIBUTION
-------------------------------------
Distributing Company Jagged Peak, a Nevada corporation. As used
in this prospectus, the term Jagged Peak
includes Jagged Peak, Inc. unless the context
otherwise requires.
Distributed Company AcroBoo, Inc., a Nevada corporation
As used in this prospectus, the terms
AcroBoo, Inc., the Company, we, our, us
and similar terms mean AcroBoo, Inc.
AcroBoo Shares Jagged Peak will distribute to AcroBoo
to be Distributed stockholders an aggregate of 1,602,096 shares
of Common Stock, $0.001 par value per share,
of AcroBoo, Inc.. The shares of AcroBoo, Inc.
Common Stock distributed will constitute 100%
of the AcroBoo, Inc. Common Stock outstanding
after the Distribution. Immediately following
the Distribution, Jagged Peak will not own any
shares of AcroBoo Common Stock, and AcroBoo
will be an independent public company.
Record Date If you own Jagged Peak shares at the close
of business on May 10, 2011 (the "Record Date"),
then you will receive AcroBoo, Inc. Common
Stock in the Distribution.
Distribution Date You will receive your AcroBoo, Inc.,
stock certificate from our transfer agent.
The stock certificate will be mailed to you after
our Registration Statement becomes effective.
If you are not a record holder of Jagged Peak
stock because such shares are held on your behalf
by your stockbroker or other nominee, your AcroBoo
Common Stock should be credited to your account
with your stockbroker or other nominee after the
Distribution date. Following the Distribution,
you may request physical stock certificates if
you wish, and instructions for making that
request will be furnished with your account
statement.
Distribution On the Distribution Date, the Distribution agent
identified below will begin distributing
certificates representing our Common Stock
to Jagged Peak stockholders. You will not be
required to make any payment or take any other
action to receive your shares of our Common Stock.
7
Distribution Ratio Jagged Peak will distribute to AcroBoo, Inc.
stockholders an aggregate of 1,602,096 shares of
Common Stock of AcroBoo, based on 16,020,961 shares&
Jagged Peak outstanding on the record date.
Therefore, for every ten shares of Jagged Peak
common stock that you own of record on May 10, 2011
you will receive one share of AcroBoo, Inc.
Company Common Stock. Any resulting fractional
shares shall be rounded up to a whole share. Any
shareholder who owns nine (9) or fewer common shares
will receive one (1) share of AcroBoo.
Distribution Agent Pacific Stock Transfer Co. Their address is:
4045 South Spencer Street, Suite 403, Las Vegas, NV
89119. Their telephone number is: (702) 361-3033
Transfer Agent and Pacific Stock Transfer Co. Their address is:
Registrar for the Jagged 4045 South Spencer Street, Suite 403, Las Vegas, NV
Peak Shares 89119. Their telephone number is: (702) 361-3033.
Trading Market Our stock is not quoted on any exchange.
Dividend Policy Jagged Peak has not paid cash dividends in the
past, and we anticipate that following the
Distribution neither Jagged Peak nor AcroBoo
will pay cash dividends. However, no formal action
has been taken with respect to future dividends,
and the declaration and payment of dividends by
Jagged Peak and AcroBoo, Inc. will be at the sole
discretion of their respective boards of directors.
Risk Factors The Distribution and ownership of our Common Stock
involve various risks. You should read carefully
the factors discussed under "Risk Factors"
beginning on page 10. Several of the most
significant risks of the Distribution include
o The Distribution may cause the price of
Jagged Peak Common Stock to decline.
o There has not been a prior trading market
for AcroBoo, Inc. Common Stock and a
trading market for our Common Stock may
not develop.
o The Distribution of Jagged Peak Common
Stock may result in tax liability to
you.
8
o Jagged Peak and/or AcroBoo, Inc.
may in the future, sell or issue
unregistered convertible securities
which are convertible into common
shares of their common stock without
limitations on the number of common
shares the securities are convertible into,
which could dilute the value of your
holdings and could have other negative
impacts on your investment.
Federal Income Tax Jagged Peak and AcroBoo, Inc. do not intend for
Consequences the Distribution to be tax-free for U.S. federal
income tax purposes. You may be required to pay
income tax on the value of your shares of AcroBoo
Common Stock. You are advised to consult your own
tax advisor as to the specific tax consequences of
the Distribution.
Our Relationship with After the Distribution, AcroBoo will have one
Jagged Peak after officer and director who is also an officer
the Distribution and director of Jagged Peak. AcroBoo will
continue to be controlled and majority owned by
the persons who control and majority own the
stock of Jagged Peak. Jagged Peak, itself, the
Company, will have no ownership in AcroBoo.
Board of Directors of After the Distribution, AcroBoo, Inc.,
AcroBoo is expected to have an initial board of one director.
The initial directors will serve a one-year term.
Mr. Dan Furlong, an officer and the second largest
shareholder of Jagged Peak has been identified
to serve on the initial board of AcroBoo,Inc.
Management of AcroBoo Mr. Furlong will serve as Chairman of the Board
of AcroBoo, Inc. and will also serve
as President and Chief Executive Officer of
AcroBoo, Inc. Mr. Furlong will
devote to the management of AcroBoo, Inc.
approximately 15-20 hours per week to company
matters.
Stockholder Inquiries Any persons having inquiries relating to the
Distribution should contact the Shareholder
Services department of the distribution agent at
(702) 361-3033 or AcroBoo, Inc., in writing at
AcroBoo, Inc., 3000 Bayport Drive, Suite 250,
Tampa, Florida 33607 or by telephone at
(813) 637-6900.
9
SUMMARY FINANCIAL INFORMATION
-----------------------------
Three months From Inception
ending (June 14, 2010)to
Dec 31, 2010 September 30, 2010
(unaudited) (audited)
-------------- ------------------
Statement of Operations Data:
Revenues $ - $ -
Net Loss $ - $ (4,575)
Net Loss Per Common Share -
Basic and Diluted $ (0.00)
Balance sheet data:
December 31, 2010 September 30, 2010
----------------- ------------------
Working Capital $ 0 $ 0
Total Assets $ 0 $ 0
Additional paid-in capital $ 4,575 $ 4,575
Deficit accumulated during
development stage $ (4,575) $ (4,575)
RISK FACTORS
------------
All parties and individuals reviewing this Form S-1 and considering us as an
investment should be aware of the financial risk involved. When deciding
whether to invest or not, careful review of the risk factors set forth herein
and consideration of forward-looking statements contained in this registration
statement should be adhered to. This registration statement covers the
distribution of shares to existing shareholders of Jagged Peak. Prospective
investors should be aware of the difficulties encountered as we face all the
risks including competition, and the need for additional working capital. If
any of the following risks actually occur, our business, financial condition,
results of operations and prospects for growth would likely suffer. As a
result, you could lose all or part of your investment.
10
RISK FACTORS RELATING TO OUR COMPANY
------------------------------------
1. SINCE WE ARE A DEVELOPMENT COMPANY, AND WE HAVE NOT GENERATED ANY
REVENUES, THERE IS NO ASSURANCE THAT OUR BUSINESS PLAN WILL EVER BE
SUCCESSFUL.
Our company was incorporated on June 14, 2010, we are a spin-off of Jagged
Peak. We have realized no revenues. We are considered a shell company.
We have no solid operating history upon which an evaluation of our future
prospects can be made. Based upon current plans, we expect to incur
operating losses in future periods as we incur significant expenses
associated with the initial startup of our business. Further, there are no
assurances that we will be successful in realizing revenues or in achieving
or sustaining positive cash flow at any time in the future. Any such failure
could result in the possible closure of our business or force us to seek
additional capital through loans or additional sales of our equity securities
to continue business operations, which would dilute the value of any shares
you purchase in this Distribution.
2. IF OUR BUSINESS PLAN IS NOT SUCCESSFUL, WE MAY NOT BE ABLE TO BUILD ANY
BUSINESS OPERATIONS AS A GOING CONCERN AND OUR STOCKHOLDERS MAY LOSE THEIR
ENTIRE INVESTMENT IN US.
As discussed in the Notes to Financial Statements included in this
Registration Statement, at December 31, 2010 we had no working capital, no
assets, and no stockholders' equity. In addition, we had a net loss of
approximately $(4,575) for the period from inception (June 14, 2010) to
December 31, 2010.
These factors raise substantial doubt that we will be able to build any
business operations as a going concern, and our independent auditors included
an explanatory paragraph regarding this uncertainty in their report on our
financial statements for the period from inception (June 14, 2010) to
September 30, 2010. Our ability to continue as a going concern is dependent
upon our generating cash flow sufficient to fund operations and reducing
operating expenses. Our business plans may not be successful in addressing
these issues. If we cannot continue as a going concern, our stockholders may
lose their entire investment in us.
3. WE EXPECT LOSSES IN THE FUTURE BECAUSE WE HAVE GENERATED NO REVENUE.
We have generated no revenues to date, we expect losses over the next twelve
(12) months based on the expenses associated in executing our business plan.
We cannot guarantee that we will ever be successful in generating significant
revenues in the future. We recognize that if we are unable to generate
significant revenues, we will not be able to earn profits or build
operations as a going concern. There is no history upon which to base any
assumption as to the likelihood that we will prove successful, and we can
provide investors with no assurance that we will generate any operating
revenues or ever achieve profitable operations.
11
4. WE HAVE NO OPERATING HISTORY AS AN INDEPENDENT PUBLIC COMPANY AND WE
MAY BE UNABLE TO OPERATE PROFITABLY AS A STAND-ALONE COMPANY.
AcroBoo, Inc. does not have an operating history as an independent public
company. Historically, since the businesses that comprise each of Jagged Peak
and AcroBoo, Inc. have been under one ultimate parent, they have been able to
rely, to some degree, on the earnings, assets, and cash flow of each other for
capital requirements. After the Distribution, AcroBoo, Inc. will be an
independent company, unable to rely on Jagged Peak. Following the
Distribution, AcroBoo, Inc. will maintain its own credit and banking
relationships and perform its own financial and investor relations functions.
AcroBoo, Inc. may not be able to successfully put in place the
financial, administrative and managerial structure necessary to operate as
fully reporting independent public company, and the development of such
structure will require a significant amount of management's time and other
resources.
5. SINCE OUR OFFICER WORKS FOR US PART TIME, HIS OTHER ACTIVITIES COULD SLOW
DOWN OUR BUSINESS.
Mr. Dan Furlong, our sole officer, does not work for AcroBoo exclusively. He
is also the Chief Operations Officer of Jagged Peak. Therefore, it is
possible that a conflict of interest with regard to his time may arise based
on his employment with Jagged Peak. His other activities will prevent him
from devoting full-time to our business which may reduce our financial
results because of the slow down in the business.
Mr. Dan Furlong, the President and Director of the company, plans to devote
approximately 15-20 hours per week to company matters. The responsibility of
developing the company's business, the Distribution of the shares through
this prospectus and fulfilling the reporting requirements of a public company
all fall upon Mr. Furlong. We have not formulated a plan to resolve any
possible conflict of interest with her other business activities. Mr.
Mr. Furlong intends to limit his role in his other business activities and
devote more of his time to AcroBoo, Inc. after we attain a sufficient level
of revenue and are able to provide sufficient officers' salaries per our
business plan. In the event she is unable to fulfill any aspect of his duties
to the company we may experience a shortfall or complete lack of sales
resulting in little or no profits and eventual closure of the business.
12
6. OUR BUSINESS MAY REQUIRE ADDITIONAL CAPITAL AND IF WE DO OBTAIN
ADDITIONAL FINANCING OUR THEN EXISTING SHAREHOLDERS MAY SUFFER SUBSTANTIAL
DILUTION.
We may require additional capital to finance our growth, purchase
technologies and build our infrastructure. Our capital requirements may be
influenced by many factors, including:
o the demand for our products and services;
o the timing and extent of our investment in new technology;
o the level and timing of revenue;
o the expenses of sales and marketing and new product development;
o the cost of facilities to accommodate a growing workforce;
o the extent to which competitors are successful in developing new
products and increasing their market shares; and
o the costs involved in maintaining and enforcing intellectual property
rights.
To the extent that our resources are insufficient to fund our future
activities, we may need to raise additional funds through public or private
financing. However, additional funding, if needed, may not be available on
terms attractive to us, or at all. Our inability to raise capital when
needed could have a material adverse effect on our business, operating
results and financial condition. If additional funds are raised through the
issuance of equity securities, the percentage ownership of our company by
our current shareholders would be diluted.
7. WE MAY NOT BE ABLE TO RAISE SUFFICIENT CAPITAL OR GENERATE ADEQUATE
REVENUE TO MEET OUR OBLIGATIONS AND FUND OUR OPERATING EXPENSES.
Failure to raise adequate capital and generate adequate sales revenues to
meet our obligations and develop and sustain our business could result in
reducing or ceasing our operations. Additionally, even if we do raise
sufficient capital and generate revenues to support our operating expenses,
there can be no assurances that the revenue will be sufficient to enable us
to develop business to a level where it will generate profits and cash flows
from operations. These matters raise substantial doubt about our ability to
continue as a going concern. Our independent auditors currently included an
explanatory paragraph in their report on our financial statements regarding
concerns about our ability to continue as a going concern.
8. MANY OF OUR FUTURE CURRENT AND POTENTIAL COMPETITORS HAVE SIGNIFICANTLY
GREATER RESOURCES THAN WE DO, AND THEREFORE WE MAY BE AT A DISADVANTAGE IN
COMPETING WITH THEM.
We expect a small percentage of our revenues will be generated from software
programs and that we have yet to develop. Once developed, we will compete
with other supply chain software vendors, including SAP, Oracle Corporation,
JDA Software Group, SAP AG, Infor, Inc., Manhattan Associates,Lawson Software
Inc. and others. Some of our current and potential competitors have
significantly greater financial, marketing, technical and other competitive
resources than we do, as well as greater name recognition and a larger
installed base of clients. The e-commerce software market has experienced
significant consolidation. This consolidation has included numerous mergers
and acquisitions, including takeovers such as the Oracle acquisitions of
PeopleSoft, Retek, ProfitLogic, Inc., 360 Commerce, Siebel Systems, Inc. and
Global Logistics Technologies, Inc.; SAP AG's acquisitions of Triversity,
Inc. and Khimetics. Inc.; and JDA Software's acquisition of Manugistics
Group and i2 Technologies. It is difficult to estimate what long term effect
these acquisitions will have on our competitive environment. We expect to
encounter competitive situations where we suspect that large competitors, in
order to encourage customers to purchase licenses of non-retail specific
applications and gain retail market share, have also offered to license at
no charge certain retail software applications that compete with our
solutions. If competitors such as Oracle and SAP AG and other large private
companies are willing to license their retail and/or other applications at
no charge, this may result in a more difficult competitive environment for
our products.
In addition, we could face competition from large, multi-industry technology
companies that have historically not offered an enterprise solution set to the
retail supply chain market. We cannot guarantee that we will be able to
compete successfully for customers against our current or future competitors,
or that competition will not have a material adverse effect on our business,
operating results and financial condition. Also, some prospective buyers are
reluctant to purchase applications that could have a short lifespan, due to an
acquisition resulting in the application's life being abruptly cut short. In
addition, increased competition and consolidation in these markets is likely
to result in price reductions, reduced operating margins and changes in market
share, any one of which could adversely affect us. If customers or prospects
want to reduce the number of their software vendors, they may elect to
purchase competing products from a larger vendor than us since those larger
vendors offer a wider range of products. Furthermore, certain of these larger
vendors, such as Oracle, may be capable of bundling their software with their
database applications, which underlie a significant portion of our installed
applications. When we compete with these larger vendors for new customers,
we believe that these larger businesses often attempt to use their size as a
competitive advantage against us.
Many of our competitors have well-established relationships with our current
and potential clients and have extensive knowledge of our industry. As a
result, they may be able to adapt more quickly to new or emerging technologies
and changes in client requirements or to devote greater resources to the
development, promotion and sale of their products than we can. Some
competitors have become more aggressive with their prices and payment terms
and issuance of contractual implementation terms or guarantees. We may be
unable to continue to compete successfully with new and existing competitors
without lowering prices or offering other favorable terms. Furthermore,
potential customers may consider outsourcing options, including application
service providers, data center outsourcing and service bureaus, as
alternatives to licensing our software products. Any of these factors could
materially impair our ability to compete in this anticipated small business
segment and adversely effect on our operating performance and financial
condition based on the percent of business to be generated from our
software programs.
9. DISRUPTIONS IN THE FINANCIAL AND CREDIT MARKETS, THE CONTINUING ECONOMIC
DOWNTURN, AND OTHER EXTERNAL INFLUENCES IN THE U.S. AND GLOBAL MARKETS MAY
REDUCE DEMAND FOR OUR SOFTWARE AND RELATED SERVICES, WHICH MAY NEGATIVELY
AFFECT OUR REVENUES AND OPERATING RESULTS.
Our revenues and profitability will depend on the overall demand for our
software, professional services and maintenance. Regional and global changes
in the economy and financial markets, such as the current severe global
economic downturn, have resulted in companies reducing their spending for
technology projects generally and delaying or reconsidering potential
purchases of our products and related services. Adverse conditions in credit
markets, reductions in consumer confidence and spending, the fluctuating cost
of fuel and commodities and their effects on the U.S. and global economies
and markets are examples of negative changes that have delayed or canceled
certain potential customer purchases. Recent weakness in European economies
may adversely affect demand for our products and services, both directly and
by adversely affecting business conditions that our customers face, as many
of our U.S. customers rely heavily on European sales. There can be no
assurance that government responses to the disruptions in the financial
markets or to weakening economies will restore confidence, stabilize markets
or increase liquidity and the availability of credit.
These economic and political conditions may reduce the willingness or ability
of our prospective customers to commit funds to purchase our products and
services or to renew post-contract support agreements, or their ability to
pay for our products and services after purchase. These conditions would
have a significant negative impact on our revenues and operating results.
13
10. IF OUR PRODUCTS ARE NOT ABLE TO DELIVER QUICK, DEMONSTRABLE VALUE TO
OUR CUSTOMERS, OUR BUSINESS COULD BE SERIOUSLY HARMED.
We plan to purchase products to sell on-line through different websites.
We will most likely need to deliver products that offer value to our future
customers or our competitors may gain important strategic advantages over
us. If we cannot successfully respond to these market demands, or if our
competitors respond more successfully than we do, our business, results of
operations and financial condition could be materially and adversely affected.
11. IF WE DO NOT MAINTAIN SOFTWARE PERFORMANCE ACROSS ACCEPTED PLATFORMS
AND OPERATING ENVIRONMENTS, OUR LICENSE AND SERVICES REVENUE COULD BE
ADVERSELY AFFECTED.
We expect a small percentage of our revenues will be generated from software
programs and that we have yet to develop. The markets for our future
software products are characterized by rapid technological change, evolving
industry standards, changes in customer requirements and frequent new product
introductions and enhancements. We will need to evaluate new technologies
and implement advanced technology into our future products. However, if in
our product development efforts we fail to accurately address, in a timely
manner, evolving industry standards, new technology advancements or important
third-party interfaces or product architectures, sales of our products and
services will suffer.
Market acceptance of new platforms and operating environments may require us
to undergo the expense of developing and maintaining compatible product
lines. We can license our software products for use with a variety of
popular industry standard relational database management system platforms
using different programming languages and underlying databases and
architectures. There may be future or existing relational database platforms
that achieve popularity in the marketplace and that may or may not be
architecturally compatible with our software product design. In addition, the
effort and expense of developing, testing, and maintaining software product
lines will increase as more hardware platforms and operating systems achieve
market acceptance within our target markets. Moreover, future or existing
user interfaces that achieve popularity within the business application
marketplace may or may not be architecturally compatible with our current
software product design. If we do not achieve market acceptance of new user
interfaces that we support, or adapt to popular new user interfaces that we
do not support, our sales and revenue may be adversely affected. Developing
and maintaining consistent software product performance characteristics
across all of these combinations could place a significant strain on our
resources and software product release schedules, which could adversely
affect revenues and results of operations.
12. IMPLEMENTATION OF OUR PRODUCTS CAN BE COMPLEX, TIME-CONSUMING AND
EXPENSIVE, CUSTOMERS MAY BE UNABLE TO IMPLEMENT OUR PRODUCTS SUCCESSFULLY,
AND WE MAY BECOME SUBJECT TO WARRANTY OR PRODUCT LIABILITY CLAIMS, WHICH
COULD BE COSTLY TO RESOLVE AND RESULT IN NEGATIVE PUBLICITY.
Any software products we develop, which we believe would represent a small
percentage of our business must integrate with the many existing computer
systems and software programs of our customers. This can be complex, time-
consuming and expensive, and may cause delays in the deployment of our
products. Our customers may be unable to implement our future products
successfully or otherwise achieve the benefits attributable to our products.
Although we plan to test each of our new products and product enhancement
releases and evaluate and test the products we might obtain through
acquisitions before introducing them to the market, there may still be
significant errors in existing or future releases of our software products,
with the possible result that we may be required to expend significant
resources in order to correct such errors or otherwise satisfy customer
demands. In addition, any defects in our future software products or
difficulty integrating our products with our customers' systems could result
in delayed or lost revenues, warranty or other claims against us by customers
or third parties, adverse customer reaction and negative publicity about us
or our products and services or reduced acceptance of our products and
services in the marketplace, any of which could have a material adverse
effect on our reputation, business, results of operations and financial
condition.
14
13. IF WE ARE UNABLE TO ATTRACT KEY EMPLOYEES, WE MAY BE UNABLE TO SUPPORT
THE GROWTH OF OUR BUSINESS.
Successful execution of our business strategy depends, in large part, on our
ability to attract and retain qualified employees and other personnel with
the skills and qualifications necessary to fully execute our programs and
strategy. Competition for talent among companies in the our industry is
intense and we cannot assure you that we will be able to continue to attract
or retain the talent necessary to support the growth of our business.
14. OUR FOUR LARGEST SHAREHOLDERS OWN APPROXIMATELY 66 PERCENT OF THE
CONTROLLING INTEREST IN OUR VOTING STOCK AND INVESTORS WILL NOT HAVE ANY
VOICE IN OUR MANAGEMENT, WHICH COULD RESULT IN DECISIONS ADVERSE TO OUR
GENERAL SHAREHOLDERS.
Our five largest shareholders, beneficially have the right to vote
approximately 66 percent of our outstanding common stock. As a result, these
shareholders will have the ability to control substantially all matters
submitted to our stockholders for approval including:
a) election of our board of directors;
b) removal of any of our directors;
c) amendment of our Articles of Incorporation or bylaws; and
d) adoption of measures that could delay or prevent a change in control or
impede a merger, takeover or other business combination involving us.
As a result of their ownership and positions, these five individuals have the
ability to influence all matters requiring shareholder approval, including
the election of directors and approval of significant corporate transactions.
In addition, the future prospect of sales of significant amounts of shares
held by our director and executive officer could affect the market price of
our common stock if the marketplace does not orderly adjust to the increase
in shares in the market and the value of your investment in the company may
decrease. Management's stock ownership may discourage a potential acquirer
from making a tender offer or otherwise attempting to obtain control of us,
which in turn could reduce our stock price or prevent our stockholders from
realizing a premium over our stock price.
15. WE FACE RISKS ASSOCIATED WITH THE SECURITY OF OUR PRODUCTS.
Any software products we may develop and sell in the future will be subject
to security risks to our future customers. Attempts by experienced computer
programmers, or hackers, to penetrate client network security or the
security of web sites to misappropriate confidential information are
currently an industry-wide phenomenon that affects computers and networks
across all platforms. We have intend to include security features in
certain of our future Internet browser-enabled products that are intended
to protect the privacy and integrity of customer data. In addition, we plan
to develop software applications that use encryption technology to provide
the security necessary to effect the secure exchange of valuable and
confidential information. Despite any of these security features we plan
to employ, our products may be vulnerable to break-ins and similar problems
caused by Internet users, which could jeopardize the security of information
stored in and transmitted through the computer systems of our customers.
Actual or perceived security vulnerabilities in our products (or the
Internet in general) could lead some customers to seek to reduce or delay
future purchases or to purchase competitors' products which are not
Internet-based applications. Customers may also increase their spending
to protect their computer networks from attack, which could delay adoption
of new technologies. Any of these actions by customers and the cost of
addressing such security problems may have an adverse effect on our
anticipated small business software segment.
16. IN THE FUTURE, WE WILL INCUR INCREMENTAL COSTS AS A RESULT OF OPERATING
AS A PUBLIC COMPANY, AND OUR MANAGEMENT WILL BE REQUIRED TO DEVOTE SUBSTANTIAL
TIME TO COMPLIANCE INITIATIVES.
Upon the effectiveness of our registration, we will incur legal, accounting and
other expenses as a fully-reporting public company. Moreover, the Sarbanes-
Oxley Act of 2002 (the "Sarbanes-Oxley Act"), as well as new rules subsequently
implemented by the SEC, have imposed various new requirements on public
companies, including requiring changes in corporate governance practices. Our
management will need to devote a substantial amount of time to these new
compliance initiatives. Moreover, these rules and regulations will increase
our legal and financial compliance costs and will make some activities more
time-consuming and costly. We expect to incur approximately $10,000 of
incremental operating expenses in 2010, our first year of being a public
company. We project that the total incremental operating expenses of being
a public company will be approximately $12,000 for 2011. The incremental
costs are estimates, and actual incremental expenses could be materially
different from these estimates.
The Sarbanes-Oxley Act also requires, among other things, that we maintain
effective internal controls for financial reporting and disclosure controls and
procedures. We must perform system and process evaluation and testing of our
internal controls over financial reporting to allow management and our
independent registered public accounting firm to report on the effectiveness
of our internal controls over financial reporting, as required by the
Sarbanes-Oxley Act. Our testing, or the subsequent testing by our
independent registered public accounting firm, may reveal deficiencies in
our internal controls over financial reporting that are deemed to be material
weaknesses. Our compliance with Sarbanes-Oxley will require that we incur
substantial accounting expense and expend significant management efforts.
Moreover, if we are not able to comply with the requirements of
Sarbanes-Oxley in a timely manner, or if we or our independent registered
public accounting firm identifies deficiencies in our internal controls over
financial reporting that are deemed to be material weaknesses, the market
price of our stock could decline, and we could be subject to sanctions or
investigations by the SEC or other regulatory authorities, which would
require additional financial and management resources.
15
RISKS RELATING TO OUR COMMON SHARES
-----------------------------------
17. WE MAY, IN THE FUTURE, ISSUE ADDITIONAL COMMON SHARES, WHICH WOULD
REDUCE INVESTORS' PERCENT OF OWNERSHIP AND MAY DILUTE OUR SHARE VALUE.
Our Articles of Incorporation authorize the issuance of 70,000,000 shares of
common stock and 5,000,000 preferred shares. The future issuance of common
stock may result in substantial dilution in the percentage of our common
stock held by our then existing shareholders. We may value any common stock
issued in the future on an arbitrary basis. The issuance of common stock for
future services or acquisitions or other corporate actions may have the
effect of diluting the value of the shares held by our investors, and might
have an adverse effect on any trading market for our common stock.
18. IF OUR SHARES OF COMMON STOCK ARE QUOTED ON A PUBLIC MARKET, THEY WILL
IN ALL LIKELIHOOD BE PENNY STOCKS.
The Securities Enforcement and Penny Stock Reform Act of 1990 requires
additional disclosures relating to the market for penny stocks in connection
with trades in any stock defined as a penny stock. SEC regulations generally
define a penny stock to be an equity security that has a market or exercise
price of less than $5.00 per share, subject to certain exceptions. Such
exceptions include any equity security listed on NASDAQ and any equity
security issued by an issuer that has net tangible assets of at least
$100,000, if that issuer has been in continuous operation for three years.
Unless an exception is available, the regulations require delivery, prior to
any transaction involving a penny stock, of a disclosure schedule explaining
the penny stock market and the associated risks. The penny stock rules
require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from the rules, to deliver a standardized risk disclosure
document that provides information about penny stocks and the nature and
level of risks in the penny stock market. The broker-dealer must also
provide the customer with current bid and offer quotations for the penny
stock, details of the compensation of the broker-dealer and its salesperson
in the transaction, and monthly account statements showing the market value
of each penny stock held in the customer's account. The bid and offer
quotations and broker-dealer and salesperson compensation information must
be given to the customer orally or in writing prior to effecting the
transaction and must be given in writing before or with the customer's
confirmation. In addition, the penny stock rules require that prior to a
transaction in a penny stock not otherwise exempt from such rules, the broker-
dealer must make a special written determination that the penny stock is a
suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction. These disclosure requirements may have the
effect of reducing the level of trading activity in the secondary market for
securities that become subject to the penny stock rules. Since our
securities are highly likely to be subject to the penny stock rules, should
a public market ever develop, any market for our shares of common stock may
not be liquid.
16
19. AS THERE IS NO PUBLIC MARKET FOR OUR COMMON SHARES, THEY ARE AN
ILLIQUID INVESTMENT AND INVESTORS MAY NOT BE ABLE TO SELL THEIR SHARES.
No market currently exists for our securities and we cannot assure you that
such a market will ever develop, or if developed, will be sustained. Our
common stock is not currently eligible for quotation on any stock exchange
and there can be no assurance that our common stock will be listed on any
stock exchange in the future. We intend to apply for admission to quotation
of our securities on the OTC-Bulletin Board after this prospectus is declared
effective by the SEC. If for any reason our common stock is not quoted on
the OTC-Bulletin Board or a public trading market does not otherwise develop,
purchasers of the shares may have difficulty selling their common stock
should they desire to do so. As of the date of this filing, there have been
no discussions or understandings between AcroBoo, Inc. or anyone acting on
our behalf with any market maker regarding participation in a future trading
market for our securities. If no market is ever developed for our common
stock, it will be difficult for you to sell any shares you purchase in this
Distribution. In such a case, you may find that you are unable to achieve
any benefit from your investment or liquidate your shares without
considerable delay, if at all. In addition, if we fail to have our common
stock quoted on a public trading market, your common stock will not have a
quantifiable value and it may be difficult, if not impossible, to ever resell
your shares, resulting in an inability to realize any value from your
investment. If no market for our shres materializes, you may not be able to
sell your shares or may have to sell your shares at a significantly lower
price.
The Company's common stock could be subject to wide fluctuations in response
to variations in quarterly results of operations, announcements of
technological innovations or new solutions by the Company or its competitors,
general conditions in e-commerce and supply chain solutions industry, and
other events or factors, many of which are beyond the Company's control. In
addition, the stock market has experienced price and volume fluctuations,
which have affected the market price for many companies in industries similar
or related to that of the Company, which have been unrelated to the operating
performance of these companies. These market fluctuations may have a
material adverse eject on the market price of the Company's common stock if
it ever becomes tradable.
17
20. BECAUSE WE DO NOT INTEND TO PAY ANY CASH DIVIDENDS ON OUR COMMON STOCK,
OUR STOCKHOLDERS WILL NOT BE ABLE TO RECEIVE A RETURN ON THEIR SHARES UNLESS
THEY SELL THEM.
We intend to retain any future earnings to finance the development and
expansion of our business. We do not anticipate paying any cash dividends on
our common stock in the foreseeable future. Unless we pay dividends, our
stockholders will not be able to receive a return on their shares unless they
sell them. There is no assurance that stockholders will be able to sell
shares when desired.
21. WE ARE CLASSIFIED AS A "SHELL COMPANY" UNDER THE EXCHANGE ACT. AND OUR
SHARES CAN ONLY BE RESOLD THROUGH REGISTRATION OR BY MEETING CONDITIONS OF
RULE 144.
Acroboo is a "shell company" as defined by Rule 12b-2 promulgated under the
Exchange Act. Accordingly, the securities in this offering can only be resold
through registration under the Securities Act, Section 4(1) of the Securities
Act, if available, for non-affiliates, or by meeting the conditions of Rule
144(i) promulgated under the Securities Act. A "shell company" means a
registrant, other than an asset-backed issuer, that has:
o No or nominal operations; and
Either,
o no or nominal assets;
o assets consisting solely of cash and cash equivalents; or
o assets consisting of any amount of cash and cash equivalents and
nominal other assets.
The provisions of Rule 144(i) providing for the six month holding period are
not available for the resale of securities initially issued by a "shell
company."
Notwithstanding paragraph (i)(1) of Rule 144, if the issuer of the securities
previously had been an issuer described in paragraph (i)(1)(i) but has ceased
to be an issuer described in paragraph (i)(1)(i); is subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act; has filed all
reports and other materials required to be filed by Section 13 or 15(d) of
the Exchange Act, as applicable, during the preceding 12 months (or for such
shorter period that the issuer was required to file such reports and
materials), other than Form 8-K reports, and has filed current "Form 10
information" with the SEC reflecting its status as an entity that is no
longer an issuer described in paragraph (i)(1)(i), then those securities may
be sold subject to the requirements of Rule 144 after one year has elapsed
from the date that the issuer filed "Form 10 information" with the SEC.
The term "Form 10 information" means the information that is required by SEC
Form 10, to register under the Exchange Act each class of securities being
sold under Rule 144. The Form 10 information is deemed filed when the
initial filing is made with the SEC.
In order for Rule 144 to be available, we must have certain information
publicly available. We plan to publish information necessary to permit
transfer of shares of our common stock in accordance with Rule 144 of the
Securities Act, inasmuch as we have filed the registration statement with
respect to this prospectus.
22. WE MAY ISSUE SHARES OF PREFERRED STOCK IN THE FUTURE THAT MAY ADVERSELY
IMPACT YOUR RIGHTS AS HOLDERS OF OUR COMMON STOCK.
Our articles of incorporation authorize us to issue up to 5,000,000 shares of
preferred stock. Accordingly, our board of directors will have the authority
to fix and determine the relative rights and preferences of preferred shares,
as well as the authority to issue such shares, without further stockholder
approval. As a result, our board of directors could authorize the issuance
of a series of preferred stock that would grant to holders preferred rights
to our assets upon liquidation, the right to receive dividends before
dividends are declared to holders of our common stock, and the right to the
redemption of such preferred shares, together with a premium, prior to the
redemption of the common stock. To the extent that we do issue such
additional shares of preferred stock, your rights as holders of common stock
could be impaired thereby, including, without limitation, dilution of your
ownership interests in us. In addition, shares of preferred stock could be
issued with terms calculated to delay or prevent a change in control or make
removal of management more difficult, which may not be in your interest as
holders of common stock.
23. WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND
COMPLIANCE, WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE,
MAKING IT DIFFICULT FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL.
We plan to contact a market maker immediately following the effectiveness of
our Registration Statement and have them file an application on our behalf to
have the shares quoted on the OTC Electronic Bulletin Board. To be eligible
for quotation on the OTCBB, issuers must remain current in their filings with
the SEC. Market Makers are not permitted to begin quotation of a security
whose issuer does not meet this filing requirement. Securities already
quoted on the OTCBB that become delinquent in their required filings will be
removed following a 30 or 60 day grace period if they do not make their
required filing during that time. In order for us to remain in compliance
we will require future revenues to cover the cost of these filings, which
could comprise a substantial portion of our available cash resources. If we
are unable to generate sufficient revenues to remain in compliance it may be
difficult for you to resell any shares you may purchase, if at all.
18
CAPITALIZATION
--------------
The following table sets forth, as of December 31, 2010, the capitalization
of the Company on an actual basis. This table should be read in conjunction
with the more detailed financial statements and notes thereto included
elsewhere herein.
December 31, 2010
------------------
Actual
-----------
Liabilities and Stockholders' Equity
Stockholders' equity:
Preferred stock, $0.001 par value, 5,000,000
Shares authorized, none issued -
Common stock, $0.001 par value, 70,000,000
shares authorized, none issued and outstanding
as of 12/31/2010 -
Additional paid-in capital 4,575
(Deficit) accumulated during development
stage (4,575)
------------
-
------------
$ -
=============
19
CERTAIN MARKET INFORMATION
--------------------------
There currently exists no public trading market for our common stock. We do
not intend to develop a public trading market until the spin-off registration
has been completed. 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
prospectus, 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.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
---------------------------------------------------------
Certain statements contained in this prospectus, including statements
regarding the anticipated development and expansion of our business, our
intent, belief or current expectations, primarily with respect to the future
operating performance of AcroBoo, Inc. and the services we expect to offer
and other statements contained herein regarding matters that are not
historical facts, are "forward-looking" statements. Future filings with the
U. S. Securities and Exchange Commission, future press releases and future
oral or written statements made by us or with our approval, which are not
statements of historical fact, may contain forward-looking statements,
because such statements include risks and uncertainties, actual results
may differ materially from those expressed or implied by such forward-looking
statements.
All statements made in this prospectus are as of the date of this prospectus.
This section must be read in conjunction with the Audited Financial
Statements included in this prospectus.
Overview
--------
AcroBoo is an e-commerce and supply chain solutions and services provider.
Prior to incorporation its websites were not fully functional.
20
Results of Operations for Three Months Ending December 31, 2010
---------------------------------------------------------------
We earned no revenues since our inception on June 14, 2010 through
December 31, 2010. We do not have any current marketable operations at
this time. Based on the fact, that AcroBoo is a spin-off of Jagged Peak's
business, management anticipates that the Company will start generating
revenues of $5,000 to $10,000 per month. At this time, management considers
the revenues and the costs derived from the Jagged Peak websites, which
will be transferred to AcroBoo to be nominal and not material to the
Company's financial condition. Management intends to transfer these
websites to AcroBoo upon the effectiveness of the Registration Statement.
Management does not expect AcroBoo to be profitable for at least twelve to
eighteen months.
For the period of inception through December 31, 2010 we generated no
income. For the Quarter ending December 31, 2010, we had no expenses and
a net loss for the Quarter of $0.
Since our inception on June 14, 2010, we experienced a net loss of $(4,575).
Our loss was attributed to organizational expenses, specifically
incorporation fees in the State of Nevada. We anticipate our operating
expenses will increase as we build our operations. Some of our increased
expenses will be attributed to professional fees to be incurred in connection
with the filing of a registration statement with the U. S. Securities
Exchange Commission under the Securities Act of 1933. We anticipate our
ongoing operating expenses will also increase once we become a reporting
company under the Securities Exchange Act of 1934.
Revenues
--------
We generated no revenues for the period from inception (June 14, 2010)
through December 31, 2010. We anticipate we will be generating revenues in
the near future, since we are spinning-off operations from our parent.
Liquidity and Capital Resources
-------------------------------
Our balance sheet as of December 31, 2010 reflects no assets and no
current liabilities.
Notwithstanding, we anticipate generating losses and therefore we may be
unable to continue operations in the future. We anticipate we will require
additional capital up to approximately $3,000,000 and we would have to issue
debt or equity or enter into a strategic arrangement with a third party. See
AcroBoo, Inc. Funding Requirements on page 24.
We intend to try and raise capital through a private offering after this
registration statement is declared effective and our shares are quoted on the
Over the Counter Bulletin Board. There can be no assurance that additional
capital will be available to us. We currently have no agreements,
arrangements or understandings with any person to obtain funds through bank
loans, lines of credit or any other sources.
Future Financings
-----------------
We anticipate continuing to rely on equity sales of our common shares in
order to continue to fund our business operations. Issuances of additional
shares will result in dilution to our existing shareholders. There is no
assurance that we will achieve any of additional sales of our equity
securities or arrange for debt or other financing to fund our exploration and
development activities.
21
Management anticipates AcroBoo needs to raise $3,000,000 in future offerings
of our common stock. The funds would be used to a) purchase initial
inventory; b) develop web sites and infrastructure; c) execute on-line
marketing campaigns and build awareness of the websites and new products;
and d) used as working capital to run the business. In the event we are
unable to raise $3,000,000, AcroBoo still can build its infrastructure, but
to a smaller degree. If we are unable to raise any funds we may consequently
go out of business. There are no formal or informal agreements to attain
such financing and we can not assure you that any financing can be obtained.
If we are unable to raise these funds, we will not be able to implement any
of our proposed business activities and may be forced to cease operations.
The table below illustrates our business plan that constitute top
priorities. Each material event or milestone listed in the table below will
be required until revenues are generated. Each step needs to be completed
before we can move on to the next step with these milestones. Therefore, we
are unable to provide a timeline, in that, if one step is not achieved, the
remaining steps cannot be completed.
Anticipated
Manner time needed to
Milestone of achievement complete milestone
----------------------------------------------------------------------------
1. Business plan Prepared by officer of the Already completed
developed Company
2. Separate company Spin-off of Subsidiary In process
formed with own
management
3. Company becomes Files Registration In process
non-deficient with SEC and completes
fully reporting comments
4. Broker-dealer Company seeks a Following
applies for market maker Effectiveness
OTC-BB listing of Registration
5. Transfer of Transfer domain Following
Jagged Peak names to AcroBoo effectiveness
websites to of Registration
AcroBoo
6. Company generates Spin-off of parent's Next two months,
revenues business segment management expects
$5-10,000 per mo.
7. Business plan Pipe transaction to Six months after
fully funded raise $3,000,000 (stock OTC-BB listing
must be trading)
8. The Company Business fully 12-18 months
operates at a operational after funding
profit
22
Going Concern Consideration
---------------------------
Our independent auditors included an explanatory paragraph in their report on
the accompanying financial statements regarding concerns about our ability to
continue as a going concern. Our financial statements contain additional
note disclosures describing the circumstances that lead to this disclosure by
our independent auditors.
Off-Balance Sheet Arrangements
------------------------------
We have no off-balance sheet arrangements.
DESCRIPTION OF BUSINESS
-----------------------
Corporate History
-----------------
The Company was organized June 14, 2010 (Date of Inception) under the laws
of the State of Nevada, as AcroBoo, Inc. The Company was incorporated as a
subsidiary of Jagged Peak, a Nevada corporation. We consider ourselves to
be a shell company. We do not consider ourselves to be a blank check
company as we do not have any plans to be acquired or to merge with another
company or engage in a reverse merger with any entity in an unrelated
industry.
AcroBoo, Inc. Business Plan
---------------------------
AcroBoo plans to purchase products to sell on-line through different
websites. AcroBoo's proposed product line will include, but is not limited
to: sunglasses, camping equipment coffee products, home tools and lighting
products. Management believes it can help other companies establish an
online presence. We plan to leverage our knowledge whereby we plan to offer
services to assist other retailers to expand their sales channel to the
Web. 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 expects to generates most of its
revenues based on product sales or a percentage of the customers' sales. In
order to facilitate our core business of buying products to sell online,
management plans to develop software programs to enable the purchases and
shipment of these products. If management is successful in developing these
logistical software programs to ship its own products, management plans to
license these software programs. Management expects a small percent of its
revenues will be generated from licensing its software products. (See
Licensing, page 25.)
The Difference Between Jagged Peak and AcroBoo
----------------------------------------------
Jagged Peak is a total commerce business, which includes the software
platform and all of the logistics it takes to get a clients product to the
end customer. Jagged Peak does not take possession of any product, it does
not interact with the end consumer of a product, has no control over pricing,
advertising and is not paid based on the sale of the product. AcroBoo
plans to purchase products and sells them on-line. AcroBoo plans to take
possession of products and the risk of loss on product, it will have full
control over the pricing of the product and AcroBoo will produce its margins
not on a transaction basis, but based on the margin between the price of the
product that is sold on-line and the ability for AcroBoo to purchase the
product from the manufacturer. AcroBoo will require significantly more
capital to develop its business model to invest in inventory and marketing
of the products it plans to sell on-line, where Jagged Peak does not sell
products on-line. Essentially, AcroBoo would be a customer of Jagged Peak,
Jagged Peak would never be a customer of AcroBoo.
The Jagged Peak directors decided it was in the best interest of Jagged Peak,
Inc. and AcroBoo, Inc. Company's shareholders to spin-off AcroBoo, Inc.
to minimize any potential of conflict of interest, in utilizing the same
resources and in accessing funding. Although AcroBoo will be a company, it
will continue to be controlled by the persons who control Jagged Peak.
23
AcroBoo, Inc. Funding Requirements
----------------------------------
AcroBoo, Inc. needs funding to fully execute its business plan. AcroBoo,
Inc. will require at least $3,000,000 to build its infrastructure, market
its services and build a client base.
The $3,000,000 will be used for the following:
o $1,000,000 in initial inventory purchases
o $ 500,000 in the development of the web sites and infrastructure
o $1,000,000 in on-line marketing campaigns to build awareness of the
web sites and new products
o $ 500,000 in working capital to run the business.
If AcroBoo raises less then $3,000,000, AcroBoo still can build its
infrastructure, but to a smaller degree. Limited funding will not preclude
AcroBoo from moving forward with its 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 the Company desires 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 the Company's business, results of
operations and financial condition. Any future acquisitions of other
businesses, technologies, services or product(s) might require the Company to
obtain additional equity or debt financing, which might not be available on
terms favorable to the Company, or at all, and such financing, if available,
might be dilutive.
24
Sales and Marketing
-------------------
We plan to market our products and services through 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 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 Council of Supply Chain Management
Professionals and the Institute for Supply Management.
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.
Licenses
--------
Management expects AcroBoo will earn a small percent of its revenue from fees
generated from licensing our software products. In consideration of the
payment of license fees, we may grant non-exclusive, nontransferable,
perpetual licenses, which are primarily business unit and user-specific and
geographically restricted. Our standard license agreement will contain
provisions designed to prevent disclosure and unauthorized use of our
software. In these agreements, we will warrant that our products will
function in accordance with the specifications set forth in our product
documentation.
The prices for our products are typically functions of the number of modules
licensed and the number of servers, users and sites for which the solution is
designed and deployed.
Customer Service and Support
----------------------------
We will provide the following services and support to our customers:
Training Support. We offer our customers a professional implementation
program that facilitates rapid implementation of our software products. We
will help customers define the nature of their project and subsequently
proceed through the implementation process. We will provide training for all
users and managers involved. We will first establish measurable financial
and logistical performance indicators and then evaluate them for conformance
during and after implementation. Additional services beyond implementation
can include post-implementation reviews and benchmarks to further enhance the
benefits to customers.
General Training Services. We will offer our customers post-delivery
professional services consisting primarily of implementation and training
services, for which we will charge on a daily basis. Customers that purchase
implementation services will receive assistance in integrating our solution
with existing software applications and databases.
Maintenance and Support Services. We will provide our customers with ongoing
product support services. Typically, we expect to enter into support or
maintenance contracts with customers for an initial one- to 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.
Research and Development
-----------------------
Our future success depends in part upon our ability to respond to changing
customer requirements, introducing new or enhanced products, and keeping
pace with technological developments and emerging industry standards. We
plan to focus our research development efforts on several areas to help us buy
products to sell online, including, but not limited to, enhancing operability
of our products across distributed and changing communication infrastructure
and operating systems and relational databases. Our research development
efforts are being designed to deploy applications that tie together customer
and corporate information, such as processing customer orders verus
inventory needed across an entire organization and supply chain environment,
including the internet.
25
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:
o Large application software vendors such as SAP, Oracle and Infor,
each of which offers sophisticated solutions that currently, or may
in the future, incorporate supply chain management modules, advanced
planning and scheduling, warehouse management, transportation or
collaboration software;
o Vendors focusing on the supply chain application software market; and
o Internal development efforts by corporate information technology companies.
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.
26
PATENTS, TRADEMARKS, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS, OR LABOR
CONTRACTS
Our ability to compete depends, in part, upon successful protection of our
intellectual property. We do not have the financial resources to protect our
rights to the same extent as major studios. We will attempt to protect
proprietary and intellectual property rights to our e-commerce software through
available copyright and trademark laws and licensing and distribution
arrangements with reputable international companies in specific territories
and media for limited durations. Despite these precautions, existing
copyright and trademark laws afford only limited practical protection in
certain countries. We also plan to conduct business in other countries in
which there is no copyright or trademark protection. As a result, it may be
possible for unauthorized third parties to copy and distribute our
productions or certain portions or applications of our intended productions,
which could have a material adverse effect on our business, results of
operations and financial condition.
We plan to provide software products to customers under a non-exclusive
license agreements. As is customary in the software industry, in order to
protect our intellectual property rights, we do not plan to sell or transfer
title to our products to our customers. Although the license agreements may
place restrictions on the customer's use of our products, unauthorized use
of our future products nevertheless may occur.
Despite measures we plan to take to protect our proprietary rights,
unauthorized parties may attempt to reverse engineer or copy aspects of our
future products or obtain and use information that we regard as proprietary.
Policing unauthorized use of our products is difficult and expensive. In
addition, litigation may be necessary in the future to enforce our
intellectual property rights, to protect our trade secrets, to determine the
validity and scope of the proprietary rights of others, or to defend against
claims of infringement or invalidity. Any such litigation could result in
substantial costs and the diversion of resources and could have a material
adverse effect on our business, results of operations and financial
condition. We cannot assure you that infringement or invalidity claims will
not materially adversely affect our business, results of operations and
financial condition. Regardless of the validity or the success of the
assertion of these claims, we could incur significant costs and diversion of
resources in enforcing our intellectual property rights or in defending
against such claims, which could have a material adverse effect on our
business, results of operations and financial condition.
BANKRUPTCY OR SIMILAR PROCEEDINGS
There has been no bankruptcy, receivership or similar proceeding.
NEED FOR GOVERNMENTAL APPROVAL OF PRINCIPAL PRODUCTS OR SERVICES
Due to the nature of the Company's business, AcroBoo, Inc. does not need to
seek direct government approval for its services.
27
EFFECT OF EXISTING OR PROBABLE GOVERNMENTAL REGULATIONS ON THE BUSINESS
The Company is not currently subject to many direct government regulations,
other than the securities laws and the regulations thereunder applicable to
all publicly owned companies, the laws and regulations applicable to general
businesses. It is possible that certain laws and regulations may be adopted
at the local, state, national and international level that could effect the
Company's operations. Changes to such laws could create uncertainty in the
marketplace which could reduce demand for the Company's products or increase
the cost of doing business as a result of costs of litigation or a variety of
other such costs, or could in some other manner have a material adverse
effect on the Company's business, financial condition, results of operations
and prospects. If any such law or regulation is adopted it could limit the
Company's ability to operate and could force the business operations to
cease, which would have a significantly negative effect on the Company.
Employees
---------
We have two part-time employees in addition to Mr. Dan Furlong, our
President. The first part-time employee is on-line marketing employee doing
the sales and driving traffic to the site. The second part-time employee
will make sure the ordered products are in-stock, or purchase them if
necessary or have them drop shipped to the customer. Additionally, the
second part-time employees will handle all of the support calls from the
consumer and will make sure that the customers are satisfied. This person
will also be responsible to ensure that the accountants have the necessary
information to produce the required financial statements for AcroBoo.
All functions, including development, strategy, negotiations is being provided
by Mr. Furlong on a voluntary basis, without compensation. Once the Company
starts generating sufficient cash flows, our sole officer would be entitled
to compensation for his services and past services rendered to the Company.
Description of Property
-----------------------
Our offices are currently located at 3000 Bayport Drive, Suite 250, Tampa,
Florida 33607. Our telephone number is (813) 637-6900. This space consists
of approximately 200 sq. feet within a larger building that is also used by
unrelated businesses. Management believes that its current facilities are
adequate for its needs through the next twelve months, and that, should it be
needed, suitable additional space will be available to accommodate expansion
of the Company's operations on commercially reasonable terms, although there
can be no assurance in this regard.
LEGAL PROCEEDINGS
-----------------
There are no pending legal proceedings to which the Company is a party or in
which any director, officer or affiliate of the Company, any owner of record
or beneficially of more than 5% of any class of voting securities of the
Company, or security holder is a party adverse to the Company or has a
material interest adverse to the Company. The Company's property is not the
subject of any pending legal proceedings.
28
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
------------------------------------------------------------
Directors and Executive Officers
--------------------------------
Our executive officers and directors and their respective ages as of
August 31, 2010 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 Positions and Offices Held
--------------- --- ----------------------------------
Dan Furlong 62 Chief Executive Officer,
Chief Financial Officer
Secretary and Director
The business address for our officers/directors 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/director.
Dan Furlong, CEO/Director
-------------------------
For the past ten years, Mr. Furlong served as Chief Operations Officer and
Director of Jagged Peak. Prior to joining Jagged Peak, Mr. Furlong was
President and co-Founder of Compass Marketing Services and Paradigm
Communications. Previously, Mr. Furlong was Vice President of
Marketing for Dollar Rent-A-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.
29
Involvement in Certain Legal Proceedings
----------------------------------------
Our sole director, executive officer and control persons has not been
involved in any of the following events during the past ten years and which
is material to an evaluation of the ability or the integrity of our director
or executive officer:
1. any bankruptcy petition filed by or against any business of which such
person was a general partner or executive officer either at the time
of the bankruptcy or within two years prior to that time;
2. any conviction in a criminal proceeding or being subject to a pending
criminal proceeding (excluding traffic violations and other minor
offences);
3. being subject to any order, judgment, or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise
limiting his involvement in any type of business, securities or banking
activities; and
4. being found by a court of competent jurisdiction (in a civil action), the
SEC or the Commodity Futures Trading Commission to have violated a
federal or state securities or commodities law, and the judgment has not
been reversed, suspended, or vacated.
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.
EXECUTIVE COMPENSATION
----------------------
Summary Compensation
--------------------
As a result of our the Company's current limited available cash, no officer
or director received compensation since inception (June 14, 2010)of the
Company through December 31, 2010. AcroBoo has no intention of paying any
salaries at this time. AcroBoo intends to pay salaries when cash
flow permits.
30
Stock Option Grants
-------------------
We did not grant any stock options to the executive officers or directors
from inception through December 31, 2010.
Term of Office
--------------
Our directors are appointed for a one-year term to hold office until the next
annual general 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
---------------------
The Company currently does not have employment agreements with its executive
officer. The executive officer/director of the Company has agreed to take no
salary until the Company can generate enough revenues to support salaries on
a regular basis. The 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 any of our officers or directors.
Audit Committee Financial Expert
--------------------------------
We do not have an audit committee financial expert nor do we have an audit
committee established at this time.
31
Auditors; Code of Ethics; Financial Expert
------------------------------------------
Our principal independent accountant is De Joya Griffith & Company, LLC. We do
not currently have a Code of Ethics applicable to our principal executive,
financial and accounting officer. We do not have an audit committee or
nominating committee. Mr. Dan Furlong is the board's financial expert
member.
Potential Conflicts of Interest
-------------------------------
We are not aware of any current or potential conflicts of interest with any
of our sole officer/director.
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
----------------------------------------------
Our Articles and By-laws provide to the fullest extent permitted by law, our
directors or officers, former directors and officers, and persons who act at
our request as a director or officer of a body corporate of which we are a
shareholder or creditor shall be indemnified by us. We believe that the
indemnification provisions in our By-laws are necessary to attract and retain
qualified persons as directors and officers. Insofar as indemnification for
liabilities arising under the Securities Act of 1933 (the "Act" or
"Securities Act") may be permitted to directors, officers or persons
controlling us pursuant to the foregoing provisions, or otherwise, we have
been advised that in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------
Our officer/director can be considered a promoter of AcroBoo, Inc. in
consideration of his participation and managing of the business of
the company.
Mr. Dan Furlong, our sole officer/director will be the second largest
shareholder of AcroBoo, Inc. He is also the second largest shareholder of
Jagged Peak. He will own approximately 18% of AcroBoo, Inc. common stock
and simultaneously owns approximately 18% of Jagged Peak's common stock.
This relationship could create, or appear to create, potential conflicts of
interest when Jagged Peak is faced with decisions that have different
implications for AcroBoo, Inc. or disputes arising out of any agreements
between the two companies. AcroBoo, Inc. does not have any formal procedure
in place for resolving such conflicts of interest which may arise in the
future.
Mr. Paul Demirdjian and his wife Primrose Demirdjian are the largest
shareholders in AcroBoo. They are also the largest shareholders in Jagged
Peak. They will own approximately 30% of AcroBoo, Inc. common stock and
simultaneously owns approximately 30% of Jagged Peak's common stock. This
relationship could create, or appear to create, potential conflicts of
interest when Jagged Peak is faced with decisions that have different
implications for AcroBoo, Inc. or disputes arising out of any agreements
between the two companies. Jagged Peak and AcroBoo do not have any formal
procedure in place for resolving such conflicts of interest which may arise
in the future.
Other than as set forth above, there are no transactions since our inception,
or proposed transactions, to which we were or are to be a party, in which any
of the following persons had or is to have a direct or indirect material
interest:
a) Any director or executive officer of the small business issuer;
b) Any majority security holder; and
c) Any member of the immediate family (including spouse, parents, children,
siblings, and in-laws) of any of the persons in the above.
32
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------------------------------------
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 AcroBoo, Inc., 3000 Bayport
Drive, Tampa, Florida 33607. Percentage of Class is based on 1,602,096
shares that were issued and outstanding as of the record date.
Amount and Nature of Percentage
Name of Beneficial Owner Title Beneficial Ownership of Class
----------------------------------------------------------------------------
Dan Furlong (1) CEO/Director 289,007 18.0%
Paul Demirdjian
and Primrose Demirdjian (2) Shareholders 490,008 30.6%
Vince Fabrizzi (3) Shareholder 289,007 18.0%
Andrew J. Norstrud (4) Shareholder 4,000 0.2%
-----------------------------------------------------------------------------
Executive Officers, Directors
and others (as a group of 1) 289,007 18.0%
(1) Mr. Furlong, 3000 Bayport Drive, Tampa, Florida 33607. Mr. Furlong a
Director and Chief Operating Officer of Jagged Peak.
(2) Mr. Demirdjian and Mrs. Demirdjian, 3000 Bayport Drive, Tampa, Florida
33607. All shares are held jointly with Primrose Demirdjian.
Mr. Demirdjian the Chairman of the Board, Chief Executive Officer of
Jagged Peak, and Mrs. Demirdjian is a Director of Jagged Peak.
(3) Mr. Vince Fabrizzi, 3000 Bayport Drive, Tampa, Florida 33607.
Mr. Fabrizzi is a Director, Chief Sales and Marketing Officer of Jagged
Peak.
(4) Mr. Norstrud, 3000 Bayport Drive, Tampa, Florida 33607. Mr. Norstrud
is a Director and Chief Financial Officer of Jagged Peak.
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 to 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.
33
THE DISTRIBUTION
----------------
Introduction
------------
In July, 2010, Jagged Peak board of directors declared a Distribution
payable to the holders of record of outstanding Jagged Peak common
stock at the close of business on May 10, 2011, (the "Record Date"). The
Jagged Peak stock dividend was based on 1,602,096 shares of Jagged Peak's
common stock that were issued and outstanding as of the record date.
AcroBoo, Inc. is a wholly-owned subsidiary of Jagged Peak. As a result of
the Distribution, 100% of the outstanding AcroBoo Common Stock will be
distributed to Jagged Peak stockholders. Immediately following the
Distribution, Jagged Peak will not own any shares of AcroBoo, Inc. common
stock and AcroBoo will be an independent public company. The AcroBoo common
stock will be distributed by stock certificates, issued by Pacific Stock
Transfer, Las Vegas, NV, our stock transfer agent.
Management believes this spin-off will help Jagged Peak, Inc. strengthen its
operating foundation, achieve long-term growth, and will ultimately improve
the corporate value of entire Jagged Peak. Management believes that the
overall development of AcroBoo has cost Jagged Peak more than $300,000, the
necessary capital to expand the business and fully capitalize on the
potential would be a significant cash drain on Jagged Peak. Therefore, it
was determined that it would be best to separate, and allow AcroBoo to more
freely run its business and obtain outside capital that it can use
specifically for the building of its operations.
AcroBoo, Inc. principal executive offices are located at 3000 Bayport Drive,
Suite 250, Tampa, Florida 33607, and its telephone number is (813) 637-6900.
34
Reasons for the Distribution
----------------------------
The board of directors and management of Jagged Peak believe that the
Distribution is in the best interests of Jagged Peak and its stockholders.
Our board of directors believes that spinning-off its wholly-owned
subsidiary, will accomplish a number of important objectives. The spin-off
will separate distinct companies with different financial, investment and
operating characteristics so that each can adopt business strategies and
objectives tailored to their respective markets. This will allow both
companies that have operations that are inconsistent with each other to
better prioritize the allocation of their management and their financial
resources for achievement of their corporate objectives. Although AcroBoo
will be a separate company, it will continue to be controlled by the persons
who control Jagged Peak.
The differences is both operational and financial. Jagged Peak's balance
sheet has limited assets, other than Accounts Receivables, and long term
assets for the software it developed and some equipment. AcroBoo is
primarily a cash business. AcroBoo will need to invest in inventory.
AcroBoo will most likely have limited long term assets. Its accounts
payables will be limited to a few vendors as AcroBoo begins to build its
credit. Management anticipates initially most purchases will be pre-paid.
Jagged Peak would use any investment money to acquire new businesses and in
limited cases would upgrade its hardware that runs its software. The model
overall for Jagged Peak requires very limited investment capital to grow.
Whereas, the AcroBoo model requires significant investment in the product
that it plans to sell on-line. This necessary capital for AcroBoo's growth
would present Jagged Peak's management with a conflict for capital allocation
as the business models and funding for each company differs.
The spin-off may provide greater access to capital by allowing the financial
community to focus solely on each business entity as a stand alone company.
MANNER OF EFFECTING THE DISTRIBUTION
------------------------------------
The Distribution will be made on the basis of one (1) share of AcroBoo, Inc.
Common Stock for ten (10) shares of Jagged Peak common stock outstanding on
the Record Date. This includes a total of 1,602,096 common shares. Any
resulting fractional shares shall be rounded up. Any shareholder who owns
nine (9) or fewer common shares will receive one (1) share of AcroBoo. This
spin-off will have no effect on the authorized number of common and
authorized number of preferred shares and no effect on the par value, $0.001,
of the stock for both companies.
At the time of the Distribution, the shares of AcroBoo, Inc. Common Stock to
be distributed will constitute 100% of the outstanding AcroBoo, Inc.
Immediately following the Distribution, Jagged Peak will not own any AcroBoo,
Inc. Common Stock and AcroBoo will be an independent public company.
The shares of AcroBoo, Inc. Common Stock being distributed in the
Distribution will be fully paid and non-assessable and the holders thereof
will not be entitled to preemptive rights. See "Description of Securities"
beginning on page 46.
Jagged Peak and AcroBoo, Inc. will notify Pacific Stock Transfer agent, their
mutual stock transfer company to issue the common shares to the AcroBoo, Inc.
shareholders upon effectiveness of the AcroBoo, Inc. registration statement.
Following the Distribution, each record holder of Jagged Peak stock on the
Record Date will receive from the Transfer Agent a share certificate of
AcroBoo Common Stock in the stockholder's name based on the same number of
Jagged Peak shares owned.
35
If you are not a record holder of Jagged Peak stock because your shares
are held on your behalf by your stockbroker or other nominee, your shares of
Jagged Peak Common Stock should be credited to your account with your
stockbroker or nominee following the effectiveness of AcroBoo's Registration
Statement.
Jagged Peak stockholders will not be required to pay any cash or other
consideration for the shares of AcroBoo, Inc. Common Stock received in the
Distribution, or to surrender or exchange Jagged Peak shares in order to
receive shares of AcroBoo, Inc. Common Stock. The Distribution will not
affect the number of, or the rights attaching to, outstanding Jagged Peak
shares. No vote of Jagged Peak stockholders is required or sought in
connection with the Distribution, and Jagged Peak stockholders will have no
appraisal rights in connection with the Distribution.
In order to receive shares of AcroBoo, Inc. Common Stock in the Distribution,
Jagged Peak stockholders must be stockholders at the close of business on
May 10, 2011, the Record Date. The Distribution will take effect subject to a
Notice of Effectiveness for this Registration Statement.
Results of the Distribution
---------------------------
After the Distribution, AcroBoo, Inc. will be a separate company. Although
AcroBoo will be a separate company, it will continue to be controlled by the
persons who control Jagged Peak. Based on the original number of common
shares of Jagged Peak shares outstanding, AcroBoo, Inc. expects to have
approximately 80 holders of record of AcroBoo, Inc. who will own all of the
issued and outstanding shares of AcroBoo (1,602,096 common shares)
immediately after the Distribution. The Distribution will not affect the
number of outstanding Jagged Peak shares or any rights of Jagged Peak
stockholders.
AcroBoo, Inc. Common Stock
--------------------------
Neither Jagged Peak nor AcroBoo, Inc. makes any recommendations on the
purchase, retention or sale of shares of Jagged Peak's common stock or shares
of AcroBoo, Inc. Common Stock. You should consult with your own financial
advisors, such as your stockbroker, bank or tax advisor.
If you do decide to purchase or sell any Jagged Peak or AcroBoo shares, you
should make sure your stockbroker, bank or other nominee understands whether
you want to purchase or sell Jagged Peak common stock or AcroBoo, Inc. Common
Stock, or both. The following information may be helpful in discussions with
your stockbroker, bank or other nominee.
36
There is not currently a public market for the AcroBoo, Inc. Common Stock.
We intend to apply for admission to quotation of our securities on the OTC-
Bulletin Board after this prospectus is declared effective by the SEC. The
shares of AcroBoo, Inc. Common Stock distributed to Jagged Peak stockholders
will be freely transferable, except for (1) shares of AcroBoo, Inc. Common
Stock received by persons who may be deemed to be affiliates of Jagged Peak
under the Securities Act of 1933, as amended (the "Securities Act"), and (2)
shares of AcroBoo, Inc. Common Stock received by persons who hold restricted
shares of Jagged Peak common stock. Persons who may be deemed to be
affiliates of Jagged Peak after the Distribution generally include
individuals or entities that control, are controlled by, or are under common
control with AcroBoo, Inc. and may include certain directors, officers and
significant stockholders of AcroBoo, Inc. Persons who are affiliates of
AcroBoo, Inc. will be permitted to sell their shares of AcroBoo, Inc. Common
Stock only pursuant to an effective registration statement under the
Securities Act or an exemption from the registration requirements of the
Securities Act, such as the exemptions afforded by Section 4(1) of the
Securities Act and the provisions of Rule 144 thereunder.
AcroBoo, Inc. stockholders may sell their AcroBoo common stock following the
Distribution. Whether an active trading market for AcroBoo, Inc. common
stock will be maintained after the Distribution and the prices for AcroBoo,
Inc. common stock will be determined in the marketplace and may be influenced
by many factors, including the depth and liquidity of the market for the
shares, AcroBoo's results of operations, what investors think of AcroBoo and
its industries, changes in economic conditions in its industries and general
economic and market conditions.
In addition, the stock market often experiences significant price
fluctuations that are unrelated to the operating performance of the specific
companies whose stock is traded. Market fluctuations could have a material
adverse impact on the trading price of the Jagged Peak Common Stock and/or
AcroBoo, Inc.'s common stock.
Jagged Peak is considered the selling shareholder named in this prospectus
and must comply with the requirements of the Securities Act and the Exchange
Act in the offer and sale of the common stock. Jagged Peak is deemed to be
an "underwriter" within the meaning of the Securities Act. In particular,
during such times as Jagged Peak may be deemed to be engaged in a
distribution of the common stock, and therefore is considered to be an
underwriter, they must comply with applicable law and may, among other things:
1. Not engage in any stabilization activities in connection with our common
stock;
2. Furnish each broker or dealer through which common stock may be offered,
such copies of this prospectus, as amended from time to time, as may be
required by such broker or dealer; and
3. Not bid for or purchase any of our securities or attempt to induce any
person to purchase any of our securities other than as permitted under the
Exchange Act.
37
Admission to Quotation on the OTC-Bulletin Board
------------------------------------------------
We intend to have our common stock be quoted on the OTC-Bulletin Board. If
our securities are not quoted on the OTC-Bulletin Board, a security holder
may find it more difficult to dispose of, or to obtain accurate quotations as
to the market value of our securities. The OTC-Bulletin Board differs from
national and regional stock exchanges in that it (1) is not situated in a
single location but operates through communication of bids, offers and
confirmations between broker-dealers, and (2) securities admitted to
quotation are offered by one or more Broker-dealers rather than the
"specialist" common to stock exchanges.
To qualify for quotation on the OTC-Bulletin Board, an equity security must
have one registered broker-dealer, known as the market maker, willing to list
bid or sale quotations and to sponsor the company listing. If it meets the
qualifications for trading securities on the OTC-Bulletin Board our
securities will trade on the OTC-Bulletin Board. We may not now or ever be
qualified for quotation on the OTC-Bulletin Board. We have not begun the
application process for listing on the OTC-Bulletin Board. We do not expect
to begin the application process until we receive a notice of effectiveness
for this Registration Statement and the shares have been distributed to our
shareholders.
To qualify for quotation on the OTC-Bulletin Board, an equity security must
have one registered broker-dealer, known as the market maker, willing to list
bid or sale quotations and to sponsor the company listing. If it meets the
qualifications for trading securities on the OTC-Bulletin Board our
securities will trade on the OTC-Bulletin Board. We may not now or ever
qualified for quotation on the OTC-Bulletin Board. We currently have no
market maker who is willing to list quotations for our securities. There
can be no assurance that we will be able to obtain an OTC-BB listing.
There is currently no market for any of our shares, and we cannot give any
assurance that our shares will have any market value. After the registration
statement becomes effective, and these shares will be issued to the existing
shareholders of Jagged Peak. We will not receive any proceeds from the resale
of common shares in this offering.
38
If our common stock becomes quoted on the Over-the-Counter Bulletin Board
electronic quotation service, then the sales price to the public will vary
according to the selling decisions of the shareholder and the market for our
stock at the time of resale. In these circumstances, the sales price to the
public may be:
1. The market price of our common stock prevailing at the time of sale;
2. A price related to such prevailing market price of our common stock; or
3. Such other price as the future shareholders may determine from
time to time.
We can provide no assurance that all or any of the common stock offered will
be sold by the future shareholders.
We are bearing all costs relating to the registration of the common stock.
The future shareholders, however, will pay any commissions or other fees
payable to brokers or dealers in connection with any sale of the common
stock.
The future shareholders must comply with the requirements of the Securities
Act and the Exchange Act in the offer and sale of the common stock. The
future shareholders and any broker-dealers who execute sales for the future
shareholders may be deemed to be an "underwriter" within the meaning of the
Securities Act in connection with such sales. In particular, during such
times as the future shareholders may be deemed to be engaged in a
distribution of the common stock, and therefore be considered to be an
underwriter, they must comply with applicable law and may, among other things:
1. Not engage in any stabilization activities in connection with our common
stock;
2. Furnish each broker or dealer through which common stock may be offered,
such copies of this prospectus, as amended from time to time, as may be
required by such broker or dealer; and
3. Not bid for or purchase any of our securities or attempt to induce any
person to purchase any of our securities other than as permitted under
the Exchange Act.
We and the selling security holders will be subject to applicable provisions
of the Exchange Act and the rules and regulations under it, including,
without limitation, Rule 10b-5 and, insofar as a selling stockholder is a
distribution participant and we, under certain circumstances, may be a
distribution participant, under Regulation M. All of the foregoing may affect
the marketability of the common stock.
Any shares of common stock covered by this prospectus which qualify for sale
pursuant to Rule 144 under the Securities Act, as amended, may be sold under
Rule 144 rather than pursuant to this prospectus.
39
Penny Stock Regulations
-----------------------
You should note that our stock is a penny stock. The Securities and Exchange
Commission has adopted Rule 15g-9 which generally defines "penny stock" to be
any equity security that has a market price (as defined) less than $5.00 per
share or an exercise price of less than $5.00 per share, subject to certain
exceptions. Our securities are covered by the penny stock rules, which impose
additional sales practice requirements on broker-dealers who sell to persons
other than established customers and "accredited investors". The term
"accredited investor" refers generally to institutions with assets in excess
of $5,000,000 or individuals with a net worth in excess of $1,000,000 or
annual income exceeding $200,000 or $300,000 jointly with their spouse. The
penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from the rules, to deliver a standardized risk
disclosure document in a form prepared by the SEC which provides information
about penny stocks and the nature and level of risks in the penny stock
market. The broker-dealer also must provide the customer with current bid and
offer quotations for the penny stock, the compensation of the broker-dealer
and its salesperson in the transaction and monthly account statements showing
the market value of each penny stock held in the customer's account. The bid
and offer quotations, and the broker-dealer and salesperson compensation
information, must be given to the customer orally or in writing prior to
effecting the transaction and must be given to the customer in writing before
or with the customer's confirmation. In addition, the penny stock rules
require that prior to a transaction in a penny stock not otherwise exempt
from these rules, the broker-dealer must make a special written determination
that the penny stock is a suitable investment for the purchaser and receive
the purchaser's written agreement to the transaction. These disclosure
requirements may have the effect of reducing the level of trading activity in
the secondary market for the stock that is subject to these penny stock
rules. Consequently, these penny stock rules may affect the ability of
broker-dealers to trade our securities. We believe that the penny stock rules
discourage investor interest in and limit the marketability of our common
stock.
Blue Sky Restrictions on Resale
-------------------------------
If a selling security holder wants to sell shares of our common stock under
this registration statement in the United States, the selling security
holders will also need to comply with state securities laws, also known as
"Blue Sky laws," with regard to secondary sales. All states offer a variety
of exemption from registration for secondary sales. Many states, for
example, have an exemption for secondary trading of securities registered
under Section 12(g) of the Securities Exchange Act of 1934 or for securities
of issuers that publish continuous disclosure of financial and non-financial
information in a recognized securities manual, such as Standard & Poor's.
The broker for a selling security holder will be able to advise a selling
security holder which states our common stock is exempt from registration
with that state for secondary sales. Any person who purchases shares of our
common stock from a selling security holder under this registration statement
who then wants to sell such shares will also have to comply with Blue Sky
laws regarding secondary sales.
40
When the registration statement becomes effective, and a selling security
holder indicates in which state(s) he desires to sell his shares, we will be
able to identify whether it will need to register or it will rely on an
exemption.
FEDERAL INCOME TAX CONSIDERATIONS
---------------------------------
General
-------
The following discusses U.S. federal income tax consequences of the spin-off
transactions to Jagged Peak stockholders who hold Jagged Peak common
stock as a capital asset. The discussion which follows is based on the
Internal Revenue Code, Treasury Regulations issued under the Internal Revenue
Code, and judicial and administrative interpretations of the Code, all as in
effect as of the date of this Prospectus, all of which are subject to change
at any time, possibly with retroactive effect. This summary is not intended
as a complete description of all tax consequences of the spin-off, and in
particular may not address U.S. federal income tax considerations applicable
to Jagged Peak stockholders who are subject to special treatment under
U.S. federal income tax law. Stockholders subject to special treatment
include, for example:
o foreign persons (for income tax purposes, a non-U.S. person is a person who
is not a citizen or a resident of the United States, or an alien individual
who is a lawful permanent resident of the United States, or meets the
substantial presence residency test under the federal income tax laws, or
a corporation, partnership or other entity that is not organized in or under
the laws of the United States or any state thereof or the District of
Columbia);
o financial institutions;
o dealers in securities;
o traders in securities who elect to apply a market-to-market method of
accounting;
o insurance companies;
o tax-exempt entities;
o holders who acquire their shares pursuant to the exercise of employee
stock options or other compensatory rights, and;
o holders who hold Jagged Peak common stock as part of a hedge, straddle,
conversion or constructive sale.
Further, no information is provided in this Prospectus with respect to the
tax consequences of the spin-off under applicable foreign or state or local
laws. Jagged Peak stockholders are urged to consult with their tax
advisors regarding the tax consequences of the spin-off to them, as
applicable, including the effects of U.S. federal, state, local, foreign and
other tax laws.
41
Based upon the assumption that the spin-off fails to qualify as a tax-free
Distribution under Section 355 of the Code, then each Jagged Peak
stockholder receiving our shares of common stock in the spin-off generally
would be treated as if such stockholder received a taxable Distribution in an
amount equal to the fair market value of our common stock when received. This
would result in:
o a dividend to the extent paid out of Jagged Peak' current and
accumulated earnings and profits at the end of the year in which the spin-
off occurs; then
o a reduction in your basis in Jagged Peak common stock to the extent that
the fair market value of our common stock received in the spin-off exceeds
your share of the dividend portion of the distribution;
o referenced above; and then
o gain from the sale or exchange of Jagged Peak common stock to the extent
the amount received exceeds the sum of the portion taxed as a dividend and
the portion treated as a reduction in basis;
o each shareholder's basis in our common stock will be equal to the fair
market value of such stock at the time of the spin-off. If a public trading
market for our common stock develops, we believe that the fair market value
of the shares will be equal to the public trading price of the shares on
the Distribution date. However, if a public trading market for our shares
does not exist on the Distribution date, other criteria will be used to
determine fair market value, including such factors as recent transactions
in our shares, our net book value and other recognized criteria of value.
Following completion of the Distribution, information with respect to the
allocation of tax basis among Jagged Peak and our common stock will be
made available to the holders of Jagged Peak common stock.
Back-up Withholding Requirements
--------------------------------
U.S. information reporting requirements and back-up withholding may apply
with respect to dividends paid on and the proceeds from the taxable sale,
exchange or other disposition of our common stock unless the stockholder:
o is a corporation or comes within certain other exempt categories and, when
required, demonstrates these facts; or
o provides a correct taxpayer identification number, certifies that there
has been no loss of exemption from back-up withholding and otherwise
complies with applicable requirements of the back-up withholding rules
42
A stockholder who does not supply Jagged Peak with his, her or its correct
taxpayer identification number may be subject to penalties imposed by the
I.R.S. Any amount withheld under these rules will be creditable against the
stockholder's federal income tax liability. Stockholders should consult their
tax advisors as to their qualification for exemption from back-up withholding
and the procedure for obtaining such exemption. If information reporting
requirements apply to the stockholder, the amount of dividends paid with
respect to the stockholder's shares will be reported annually to the I.R.S.
and to the stockholder.
FEDERAL SECURITIES LAWS CONSEQUENCES
------------------------------------
Of the 1,602,096 shares of AcroBoo, Inc. common stock distributed to Jagged
Peak stockholders in the spin-off, following the effectiveness of this
Registration Statement, all 1,602,096 shares will be freely transferable
under the Act, except for those securities received by persons who may be
deemed to be affiliates of Jagged Peak under Securities Act rules. Persons
who may be deemed to be affiliates after the spin-off generally include
individuals or entities that control, are controlled by or are under common
control with AcroBoo, Inc., such as our director and executive officer.
Approximately 1,068,022 shares of our common stock will be held by
affiliates after completion of the spin-off.
Persons who are affiliates of AcroBoo, Inc. generally will be permitted to
sell their shares of AcroBoo, Inc. common stock received in the spin-off only
pursuant to Rule 144 under the Securities Act. However, because the shares
received in the spin-off are not restricted securities, the holding period
requirement of Rule 144 will not apply. As a result, AcroBoo, Inc. common
stock received by AcroBoo affiliates pursuant to the spin-off may be sold if
certain provisions of Rule 144 under the Securities Act are complied with
(e.g., the amount sold within a three-month period does not exceed the
greater of one percent of the outstanding AcroBoo, Inc. common stock or the
average weekly trading volume for AcroBoo, Inc. common stock during the
preceding four-week period, and the securities are sold in "broker's
transactions" and in compliance with certain notice provisions under Rule 144).
DESCRIPTION OF SECURITIES
-------------------------
General
-------
Our authorized common stock consists of 70,000,000 shares of common stock,
with a par value of $0.001 per share. Upon Distribution, there will be
1,602,096 common shares outstanding which were held by approximately eighty
(80) stockholders of record. There are 5,000,000 preferred shares
authorized and none issued.
43
Common Stock
------------
Our common stock is entitled to one vote per share on all matters submitted to
a vote of the stockholders, including the election of directors. Except as
otherwise required by law, the holders of our common stock will possess all
voting power. Generally, all matters to be voted on by stockholders must be
approved by a majority (or, in the case of election of directors, by a
plurality) of the votes entitled to be cast by all shares of our common stock
that are present in person or represented by proxy. Holders of our common
stock representing fifty-one percent (51%) of our capital stock issued,
outstanding and entitled to vote, represented in person or by proxy, are
necessary to constitute a quorum at any meeting of our stockholders. A vote
by the holders of a majority of our outstanding shares is required to
effectuate certain fundamental corporate changes such as liquidation, merger
or an amendment to our Articles of Incorporation. Our By-laws do not provide
for cumulative voting in the election of directors.
Holders of our common stock have no pre-emptive rights, no conversion rights
and there are no redemption provisions applicable to our common stock.
Share Purchase Warrants
-----------------------
We have not issued and do not have outstanding any warrants to purchase
shares of our common stock.
Options
-------
We have not issued and do not have outstanding any options to purchase shares
of our common stock.
Convertible Securities
----------------------
We have not issued and do not have outstanding any securities convertible
into shares of our common stock or any rights convertible or exchangeable
into shares of our common stock.
44
SHARES ELIGIBLE FOR FUTURE SALE
-------------------------------
Future sales of a substantial number of shares of our common stock in the
public market could adversely affect market prices prevailing from time to
time. The shares of our common stock offered may be resold without
restriction or further registration under the Securities Act, except that any
shares purchased by our "affiliates," as that term is defined under the
Securities Act, may generally only be sold in compliance with Rule 144 under
the Securities Act.
Rule 144
--------
In general, Rule 144 promulgated by the Securities and Exchange Commission
pursuant to the Securities Act, provides:
If the issuer of the securities is, and has been for a period of at least 90
days immediately before the sale, subject to the reporting requirements of
Section 13 or 15(d) of the Exchange Act, a minimum of six months must elapse
between the later of the date of the acquisition of the securities from the
issuer, or from an affiliate of the issuer, and any resale of such securities
in reliance on this section for the account of either the acquirer or any
subsequent holder of those securities.
If the issuer of the securities is not, or has not been for a period of at
least 90 days immediately before the sale, subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act, a minimum of one year
must elapse between the later of the date of the acquisition of the securities
from the issuer, or from an affiliate of the issuer, and any resale of such
securities in reliance on this section for the account of either the acquirer
or any subsequent holder of those securities.
Except as provided in Rule 144, the amount of securities sold for the account
of an affiliate of the issuer in reliance upon this section shall be
determined as follows: If any securities are sold for the account of an
affiliate of the issuer, regardless of whether those securities are
restricted, the amount of securities sold, together with all sales of
securities of the same class sold for the account of such person within the
preceding three months, shall not exceed the greatest of: (A) one percent of
the shares or other units of the class outstanding as shown by the most
recent report or statement published by the issuer, or (B) the average weekly
reported volume of trading in such securities on all national securities
exchanges and/or reported through the automated quotation system of a
registered securities association during the four calendar weeks preceding
the filing of notice required by paragraph (h) of Rule 144, or if no such
notice is required the date of receipt of the order to execute the
transaction by the broker or the date of execution of the transaction
directly with a market maker, or (C) the average weekly volume of trading in
such securities reported pursuant to an effective transaction reporting plan
or an effective national market system plan during the four-week period
specified in paragraph (e)(1)(ii) of Rule 144.
45
Special provisions for "Shell Companies
---------------------------------------
The provisions of Rule 144 providing for the six month holding period are not
available for the resale of securities initially issued by a "shell company"
which is defined as an issuer, other than a business combination related
shell company, as defined in Rule 405, or an asset-backed issuer, as defined
in Item 1101(b) of Regulation AB, that has no or nominal operations; and
either no or nominal assets; assets consisting solely of cash and cash
equivalents; or assets consisting of any amount of cash and cash equivalents
and nominal other assets; or an issuer that has been at any time previously
an issuer described in paragraph (i)(1)(i) of Rule 144.
Notwithstanding paragraph (i)(1) of Rule 144, if the issuer of the securities
previously had been an issuer described in paragraph (i)(1)(i) but has ceased
to be an issuer described in paragraph (i)(1)(i); is subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act; has filed all
reports and other materials required to be filed by Section 13 or 15(d) of
the Exchange Act, as applicable, during the preceding 12 months (or for such
shorter period that the issuer was required to file such reports and
materials), other than Form 8-K reports, and has filed current "Form 10
information" with the SEC reflecting its status as an entity that is no
longer an issuer described in paragraph (i)(1)(i), then those securities may
be sold subject to the requirements of Rule 144 after one year has elapsed
from the date that the issuer filed "Form 10 information" with the SEC.
The term "Form 10 information" means the information that is required by SEC
Form 10, to register under the Exchange Act each class of securities being
sold under Rule 144. The Form 10 information is deemed filed when the
initial filing is made with the SEC.
In order for Rule 144 to be available, Acroboo must have certain information
publicly available. We plan to publish information necessary to permit
transfer of shares of our common stock in accordance with Rule 144 of the
Securities Act, inasmuch as we have filed the registration statement with
respect to this prospectus.
Nevada Anti-Takeover laws
-------------------------
Nevada revised statutes sections 78.378 to 78.3793 provide state regulation
over the acquisition of a controlling interest in certain Nevada corporations
unless the articles of incorporation or bylaws of the corporation provide that
the provisions of these sections do not apply. Our articles of incorporation
and bylaws do not state that these provisions do not apply. The statute
creates a number of restrictions on the ability of a person or entity to
acquire control of a Nevada company by setting down certain rules of conduct
and voting restrictions in any acquisition attempt, among other things. The
statute is limited to corporations that are organized in the state of Nevada
and that have 200 or more stockholders, at least 100 of whom are stockholders
of record and residents of the State of Nevada; and does business in the State
of Nevada directly or through an affiliated corporation. Because of these
conditions, the statute does not apply to our company.
Expenses of Issuance and Distribution
-------------------------------------
We have agreed to pay all expenses incident to the Distribution to the
public of the shares being registered other than any commissions and
discounts of underwriters, dealers or agents and any transfer taxes, which
shall be borne by the selling security holders. The expenses which we are
paying are set forth in the following table.
Nature of Expenses:
Amount
------
U. S. Securities and Exchange Commission registration fee $ 2
Legal fees and miscellaneous expenses* $ 5,000
Audit Fees $ 4,250
Transfer Agent Fees* $ 1,900
Printing* $ 348
-------
Total $11,500
=======
*Estimated Expenses.
46
DIVIDEND POLICY
---------------
We have not declared or paid dividends on our Common Stock since our
formation, and we do not anticipate paying dividends in the foreseeable
future. Declaration or payment of dividends, if any, in the future, will be
at the discretion of our Board of Directors and will depend on our then
current financial condition, results of operations, capital requirements and
other factors deemed relevant by the board of directors. There are no
contractual restrictions on our ability to declare or pay dividends.
TRANSFER AGENT
--------------
We are currently utilizing the services of Pacific Stock Transfer Co.,
4045 South Spencer Street, Suite 403, Las Vegas, NV 89119, Telephone:
(702) 361-3033. Pacific Stock Transfer serves in the capacity as our
transfer agent to have us track and facilitate the transfer of our stock.
LEGAL MATTERS
-------------
Law Offices of Thomas C. Cook has opined on the validity of the shares of
common stock being offered hereby.
EXPERTS
-------
The financial statements included in this prospectus and in the registration
statement have been audited by De Joya Griffith & Company, LLC, an independent
registered public accounting firm, to the extent and for the period set forth
in their report appearing elsewhere herein and in the registration statement,
and are included in reliance upon such report given upon the authority of
said firm as experts in auditing and accounting.
Interest of Named Experts and Counsel
-------------------------------------
No expert or counsel named in this prospectus as having prepared or certified
any part of this prospectus or having given an opinion upon the validity of
the securities being registered or upon other legal matters in connection
with the registration or distribution of the common stock was employed on a
contingency basis or had, or is to receive, in connection with the
distribution, a substantial interest, directly or indirectly, in the
registrant or any of its parents or subsidiaries. Nor was any such person
connected with the registrant or any of its parents, subsidiaries as a
promoter, managing or principal underwriter, voting trustee, director,
officer or employee.
47
Our officers/directors can be considered promoters of AcroBoo, Inc. in
consideration of his participation and managing of the business of
the company since its incorporation.
WHERE YOU CAN FIND MORE INFORMATION
-----------------------------------
We have filed a registration statement on Form S-1 under the Securities Act
of 1933, as amended, relating to the shares of common stock being offered by
this prospectus, and reference is made to such registration statement. This
prospectus constitutes the prospectus of Acroboo. filed as part of the
registration statement, and it does not contain all information in the
registration statement, as certain portions have been omitted in accordance
with the rules and regulations of the Securities and Exchange Commission.
We are subject to the informational requirements of the Securities Exchange
Act of 1934 which requires us to file reports, proxy statements and other
information with the Securities and Exchange Commission. Such reports,
proxy statements and other information may be inspected at public reference
facilities of the SEC at 100 F Street N.E., Washington D.C. 20549. Copies
of such material can be obtained from the Public Reference Section of the
SEC at 100 F Street N.E., Washington, D.C. 20549 at prescribed rates. Because
we file documents electronically with the SEC, you may also obtain this
information by visiting the SEC's Internet website at http://www.sec.gov.
The public may read and copy any materials with the Commission at the SEC's
Public Reference Room at 100 F Street, NE., Washington, DC 20549, on official
business days during the hours of 10 a.m. to 3 p.m. The public may obtain
information on the operation of the Public Reference Room by calling the
Commission at 1-800-SEC-0330.
We intend to furnish our stockholders with annual reports containing audited
financial statements.
48
FINANCIAL STATEMENTS
--------------------
AcroBoo, Inc.
FINANCIAL STATEMENTS
September 30, 2010
and
December 31, 2010
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Financial Statement
-------------------
Fiscal Year ending September 30, 2010 (audited)
-----------------------------------------------
PAGE
----
Independent Auditors' Report F-1
Balance Sheet F-2
Statements of Operations F-3
Statements of Changes in Stockholders' Equity F-4
Statements of Cash Flows F-5
Notes to Financials F-6
For Quarter ending December 31, 2010 (unaudited)
------------------------------------------------
Balance Sheets F-1b
Statements of Operations F-2b
Statements of Cash Flows F-3b
Notes to Financials F-4b
49
De Joya Griffith & Company, LLC
CERTIFIED PUBLIC ACCOUNTANTS & CONSULTANTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
-------------------------------------------------------
To the Board of Directors and Stockholders
Acroboo, Inc.
Tampa, Florida 33607
We have audited the accompanying balance sheet of Acroboo, Inc. (A
Development Stage Company) as of September 30, 2010, and the statements of
operations, stockholders' deficit and cash flows from Inception (June 14,
2010) through September 30, 2010. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
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. We believe that our
audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Acroboo, Inc. (A Development
Stage Company) as of September 30, 2010, and the results of its operations
and cash flows from Inception (June 14, 2010) through September 30, 2010, in
conformity with generally accepted accounting principles in the United States.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company has not commenced its planned operations
and the Company has not generated any revenue since inception, which all
raise substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 3.
The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
De Joya Griffith & Company, LLC
/s/ De Joya Griffith & Company, LLC
Henderson, Nevada
November 1, 2010
F-1a
AcroBoo, Inc.
(A Development Stage Company)
Balance Sheet
September 30,
2010
-------------
Assets
Current assets:
Cash and equivalents $ -
-------------
Total current assets -
Total assets $ -
=============
Liabilities and Stockholders' Equity
Current liabilities:
Accrued expense and accounts payable 1,500
-------------
Total current liabilities 1,500
Stockholders' equity:
Preferred stock, $0.001 par value, 5,000,000
Shares authorized, none issued -
Common stock, $0.001 par value, 70,000,000
shares authorized, none issued and outstanding
as of 9/30/10 -
Additional paid-in capital 3,075
Deficit accumulated during development
stage (4,575)
-------------
Total stockholders' equity (1,500)
-------------
Total liabilities and stockholders' equity $ -
=============
The accompanying notes are an integral part of these financial statements.
F-2a
AcroBoo, Inc.
(A Development Stage Company)
Statement of Operations
Inception
(June 14, 2010)
to September 30,
2010
----------------
Revenue $ -
----------------
Expenses:
Organizational costs 4,575
----------------
Total expenses 4,575
----------------
Net loss $ (4,575)
================
Weighted average number of
common shares outstanding 0
================
Net loss per share $ (0.00)
================
The accompanying notes are an integral part of these financial statements.
F-3a
AcroBoo, Inc.
(A Development Stage Company)
Statement of Stockholders' Equity
For the Period from Inception (June 14, 2010) to September 30, 2010
Preferred (Deficit)
Stock Common Stock Additional Accumulated Total
------------------ ------------------ Paid-in During Stockholders'
Shares Amount Shares Amount Capital Development Deficit
---------- ------- ---------- ------- -------- ---------- ----------
Inception
June 14, 2010 - $ - - $ - $ - $ - $ -
Contributed
Capital - - - - 3,075 3,075
Net loss - - - - - (4,575) (4,575)
---------- ------- ---------- ------- -------- ---------- ----------
Balance,
Sept 30, 2010 - $ - - $ - $ 3,075 $ (4,575) $ (1,500)
========== ======= ========== ======= ======== ========== ==========
The accompanying notes are an integral part of these financial statements.
F-4a
AcroBoo, Inc.
(A Development Stage Company)
Statement of Cash Flows
Inception
(June 14, 2010)
to September 30,
2010
----------------
Cash flows from operating activities:
Net loss $ (4,575)
Adjustments to reconcile net loss to net cash used
by operating activities:
Increase(decrease) in:
Accounts payable 1,500
----------------
Net cash used by operating activities (3,075)
----------------
Cash flows from financing activities:
Contributed capital 3,075
----------------
Net cash provided by financing activities 3,075
----------------
Net increase (decrease) in cash -
Cash - beginning -
----------------
Cash - ending $ -
================
Supplemental disclosures:
Interest paid $ -
================
Income taxes paid $ -
================
The accompanying notes are an integral part of these financial statements.
F-5a
AcroBoo, Inc.
(A Development Stage Company)
Notes to Financial Statements
NOTE 1. General Organization and Business
The Company was organized June 14, 2010 (Date of Inception) under the laws of
the State of Nevada, as AcroBoo, Inc. The Company was incorporated as a
subsidiary of Jagged Peak, Inc., a Nevada corporation. Jagged Peak, Inc. was
incorporated November 12, 1999, and, at the time of spin off was listed on
the Over the Counter Bulletin Board. The Company is a Development Stage
Company as defined by Guide 7 of the Securities Exchange Commission's
Industry Guide and FASB ASC 915 "Development Stage Entities".
Upon obtaining a Notice of Effectiveness from filing a Registration Statement
with the U.S. Securities and Exchange Commission, the record shareholders of
Jagged Peak, Inc. will receive one (1) common share, par value $0.001, of
AcroBoo, Inc. common stock for every share of Jagged Peak, Inc. common stock
owned. The AcroBoo, Inc. stock dividend will be based on 1,602,096 shares of
Jagged Peak, Inc. common stock that are issued and outstanding as of the
record date. Since AcroBoo, Inc. business is related to computer services
whereas Jagged Peak, Inc.'s business was related to e-business software, the
Jagged Peak, Inc. directors decided it was in the best interest of Jagged
Peak, Inc. and AcroBoo, Inc.'s shareholders to spin off AcroBoo, Inc. to
minimize any potential of conflict of interest, in accessing funding.
The spin-off will valued at par value since the company holds no assets, is
uncertain as to future benefit, the stock is not trading, and the company has
not received a stock symbol.
NOTE 2. Summary of Significant Accounting Policies
The Company has no cash assets and no current liabilities as of
September 30, 2010. The relevant accounting policies are listed below.
Basis of Accounting
-------------------
The basis is United States generally accepted accounting principles.
F-6a
AcroBoo, Inc.
(A Development Stage Company)
Notes to Financial Statements
NOTE 2. Summary of Significant Accounting Practices (Continued)
Earnings per Share
------------------
The basic earnings (loss) per share is calculated by dividing the Company's
net income (loss) available to common shareholders by the weighted average
number of common shares during the year. The diluted earnings (loss) per
share is calculated by dividing the Company's net income (loss) available to
common shareholders by the diluted weighted average number of shares
outstanding during the year. The diluted weighted average number of shares
outstanding is the basic weighted number of shares adjusted as of the first
of the year for any potentially dilutive debt or equity.
The Company has not issued any options or warrants or similar securities
since inception.
Revenue recognition
-------------------
The Company recognizes revenue on an accrual basis as it invoices for
services.
Fair Value Accounting
---------------------
As required by the Fair Value Measurements and Disclosures Topic of the FASB
ASC, fair value is measured based on a three-tier fair value hierarchy, which
prioritizes the inputs used in measuring fair value as follows: (Level 1)
observable inputs such as quoted prices in active markets; (Level 2) inputs,
other than the quoted prices in active markets, that are observable either
directly or indirectly; and (Level 3) unobservable inputs in which there is
little or no market data, which require the reporting entity to develop its
own assumptions.
The three levels of the fair value hierarchy are described below:
Level 1 Unadjusted quoted prices in active markets that are accessible at
the measurement date for identical, unrestricted assets or
liabilities;
Level 2 Quoted prices in markets that are not active, or inputs that are
observable, either directly or indirectly, for substantially the
full term of the asset or liability;
Level 3 Prices or valuation techniques that require inputs that are both
significant to the fair value measurement and unobservable
(supported by little or no market activity).
Dividends
---------
The Company has not yet adopted any policy regarding payment of dividends.
No dividends have been paid during the period shown.
F-7a
AcroBoo, Inc.
(A Development Stage Company)
Notes to Financial Statements
NOTE 2. Summary of Significant Accounting Practices (Continued)
Income Taxes
------------
The provision for income taxes is the total of the current taxes payable and
the net of the change in the deferred income taxes. Provision is made for
the deferred income taxes where differences exist between the period in which
transactions affect current taxable income and the period in which they enter
into the determination of net income in the financial statements.
Year-end
--------
The Company has selected September 30 as its year-end.
Advertising
-----------
Advertising is expensed when incurred. There has been no advertising
during the period.
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 and disclosure of contingent 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.
NOTE 3 - Going concern
The Company's financial statements are prepared using the generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. However, the Company has not commenced its planned principal
operations and it has not generated any revenues. In order to obtain the
necessary capital, the Company is seeking equity and/or debt financing.
There are no assurances that the Company will be successful, without
sufficient financing it would be unlikely for the Company to continue as
a going concern. The accompanying 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 the outcome of this uncertainty.
F-8a
AcroBoo, Inc.
(A Development Stage Company)
Notes to Financial Statements
NOTE 4 - Stockholders' Equity
The Company is authorized to issue 70,000,000 shares of its $0.001 par value
common stock and 5,000,000 shares of its $0.001 par value preferred stock.
There have been no issuances of common or preferred stock.
On June 14, 2010, a director of the Company contributed capital of $3,075 for
incorporating and audit fees.
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.
NOTE 6. Provision for Income Taxes
The Company accounts for income taxes under FASB Accounting Standard
Codification ASC 740 "Income Taxes". ASC 740 requires use of the liability
method. ASC 740 provides that deferred tax assets and liabilities are
recorded based on the differences between the tax bases of assets and
liabilities and their carrying amounts for financial reporting purposes,
referred to as temporary differences. Deferred tax assets and liabilities at
the end of each period are determined using the currently enacted tax rates
applied to taxable income in the periods in which
the deferred tax assets and liabilities are expected to be settled or
realized.
As of September 30, 2010, the Company had net operating loss carry forwards
of $4,575 that may be available to reduce future years' taxable income
through 2030. Future tax benefits which may arise as a result of these losses
have not been recognized in these financial statements, as their realization
is determined not likely to occur and accordingly, the Company has recorded a
valuation allowance for the deferred tax asset relating to these tax loss
carry-forwards. Net operation losses will begin to expire in 2030.
F-9a
AcroBoo, Inc.
(A Development Stage Company)
Notes to Financial Statements
NOTE 6. Provision for Income Taxes (continued)
Components of net deferred tax assets, including a valuation allowance, are
as follows at September 30, 2010:
2010
--------
Deferred tax assets:
Net operating loss carry forward $ 4,575
Total deferred tax assets 1,601
Less: valuation allowance (1,601)
Net deferred tax assets $ -
---------
The valuation allowance for deferred tax assets as of September 30, 2010 was
$1,601. In assessing the recovery of the deferred tax assets, management
considers whether it is more likely than not that some portion or all of the
deferred tax assets will not be realized. The ultimate realization of
deferred tax assets is dependent upon the generation of future taxable income
in the periods in which those temporary differences become deductible.
Management considers the scheduled reversals of future deferred tax assets,
projected future taxable income, and tax planning strategies in making this
assessment. As a result, management determined it was more likely than not
the deferred tax assets would not be realized as of September 30, 2010.
The provision for income taxes differs from the amount computed by applying
the statutory federal income tax rate to income before provision for income
taxes. The sources and tax effects of the differences are as follows:
U.S federal statutory rate (35.0%)
Valuation reserve 35.0%
------
Total -%
NOTE 7. Operating Leases and Other Commitments
The Company has no lease or other obligations.
F-10a
AcroBoo, Inc.
(A Development Stage Company)
Notes to Financial Statements
NOTE 8. Recent Accounting Pronouncements
In April 2010, the FASB (Financial Accounting Standards Board) issued
Accounting Standards Update 2010-13 (ASU 2010-13), Compensation-Stock
Compensation (Topic 718): Effect of Denominating the Exercise Price of a
Share-Based Payment Award in the Currency of the Market in Which the
Underlying Equity Security Trades - a consensus of the FASB Emerging Issues
Task Force. The amendments in this Update are effective for fiscal years,
and interim periods within those fiscal years, beginning on or after December
15, 2010. Earlier application is permitted. The Company does not expect the
provisions of ASU 2010-13 to have a material effect on the financial
position, results of operations or cash flows of the Company.
In April 2010, the FASB (Financial Accounting Standards Board) issued
Accounting Standards Update 2010-12 (ASU 2010-12), Income Taxes (Topic 740):
Accounting for Certain Tax Effects of the 2010 Health Care Reform
Acts. After consultation with the FASB, the SEC stated that it "would not
object to a registrant incorporating the effects of the Health Care and
Education Reconciliation Act of 2010 when accounting for the Patient
Protection and Affordable Care Act". The Company does not expect the
provisions of ASU 2010-12 to have a material effect on the financial
position, results of operations or cash flows of the Company.
In March 2010, the FASB (Financial Accounting Standards Board) issued
Accounting Standards Update 2010-11 (ASU 2010-11), Derivatives and Hedging
(Topic 815): Scope Exception Related to Embedded Credit Derivatives. The
amendments in this Update are effective for each reporting entity at the
beginning of its first fiscal quarter beginning after June 15, 2010. Early
adoption is permitted at the beginning of each entity's first fiscal quarter
beginning after issuance of this Update. The Company does not expect the
provisions of ASU 2010-11 to have a material effect on the financial
position, results of operations or cash flows of the Company.
In February 2010, the FASB (Financial Accounting Standards Board) issued
Accounting Standards Update 2010-09 (ASU 2010-09), Subsequent Events (Topic
855): Amendments to Certain Recognition and Disclosure Requirements. This
amendment addresses both the interaction of the requirements of this Topic
with the SEC's reporting requirements and the intended breadth of the
reissuance disclosure provision related to subsequent events (paragraph 855-
10-50-4). All of the amendments in this Update are effective upon issuance
of the final Update, except for the use of the issued date for conduit debt
obligors. That amendment is effective for interim or annual periods ending
after June 15, 2010. The Company does not expect the provisions of ASU 2010-
09 to have a material effect on the financial position, results of operations
or cash flows of the Company.
F-11a
AcroBoo, Inc.
(A Development Stage Company)
Balance Sheets
December 31, September 30,
2010 2010
(Unaudited) (Audited)
------------- -------------
Assets
Current assets:
Cash and equivalents $ - $ -
------------- -------------
Total current assets - -
Total assets $ - $ -
============= =============
Liabilities and Stockholders' Deficit
Current liabilities:
Accrued expense and accounts payable - 1,500
------------- -------------
Total current liabilities - 1,500
------------- -------------
Total liabilities - 1,500
------------- -------------
Stockholders' deficit:
Preferred stock, $0.001 par value, 5,000,000
shares authorized, none issued and
outstanding - -
Common stock, $0.001 par value, 70,000,000
shares authorized, none issued and outstanding - -
Additional paid-in capital 4,575 3,075
Deficit accumulated during development
stage (4,575) (4,575)
------------- -------------
Total stockholders' deficit - (1,500)
------------- -------------
Total liabilities and stockholders' deficit $ - $ -
============= =============
The accompanying notes are an integral part of these financial statements.
F-1b
AcroBoo, Inc.
(A Development Stage Company)
Statements of Operations
(Unaudited)
For the three Inception
months ended (June 14, 2010)
December 31, to December 31,
2010 2010
---------------- ----------------
Revenue $ - $ -
---------------- ----------------
Expenses:
Organizational costs - 4,575
---------------- ----------------
Total expenses - 4,575
---------------- ----------------
Net loss $ - $ (4,575)
================ ================
Weighted average number of
common shares outstanding - -
================ ================
Net loss per share $ (0.00) $ (0.00)
================ ================
The accompanying notes are an integral part of these financial statements.
F-2b
AcroBoo, Inc.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
For the three Inception
months ended (June 14, 2010)
December 31, to December 31,
2010 2010
---------------- ----------------
Cash flows from operating activities:
Net loss $ - $ (4,575)
Adjustments to reconcile net loss to net cash used
by operating activities:
Increase(decrease) in:
Accounts payable and accrued
expense (1,500) -
---------------- ----------------
Net cash used by operating activities (1,500) (4,575)
---------------- ----------------
Cash flows from financing activities:
Contributed capital 1,500 4,575
---------------- ----------------
Net cash provided by financing activities 1,500 4,575
---------------- ----------------
Net increase (decrease) in cash - -
Cash - beginning - -
---------------- ----------------
Cash - ending $ - $ -
================ ================
Supplemental disclosures:
Interest paid $ - $ -
================ ================
Income taxes paid $ - $ -
================ ================
The accompanying notes are an integral part of these financial statements.
F-3b
AcroBoo, Inc.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2010
(Unaudited)
NOTE 1 - FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by the Company
without audit. In the opinion of management, all adjustments (which include
only normal recurring adjustments) necessary to present fairly the financial
position, results of operations and cash flows at December 31, 2010 and for
all periods presented have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally
accepted in the United States of America have been condensed or omitted. It
is suggested that these financial statements be read in conjunction
with the financial statements and notes thereto included in the Company's
September 30, 2010 audited financial statements filed therewith along with
the amended S-1 registration statement. Operating results for the three
months ended December 31, 2010 are not necessarily indicative of the
results that may be expected for the year ending September 30, 2011. The
Company is a development stage company, as defined in FASB ASC 915
"Development Stage Entities."
NOTE 2 - GOING CONCERN
These financial statements have been prepared in accordance with generally
accepted accounting principles applicable to a going concern which
contemplates the realization of assets and the satisfaction of liabilities
and commitments in the normal course of business. The Company has an
accumulated deficit since inception of $4,575. The Company has not generated
any revenues to date, and its ability to continue as a going concern is
contingent upon the successful completion of additional financing
arrangements and its ability to achieve and maintain profitable operations.
Management plans to raise equity capital to finance the operating and capital
requirements of the Company. Amounts raised will be used for further
development of the Company's products, to provide financing for marketing and
promotion and for other working capital purposes. While the Company is
putting forth its best efforts to achieve the above plans, there is no
assurance that any such activity will generate funds that will be available
for operations.
These conditions raise substantial doubt about the Company's ability to
continue as a going concern. These financial statements do not include any
adjustments relating to the recoverability and classification of recorded
asset amounts, or amounts and classification of liabilities that might result
from this uncertainty.
F-4b
AcroBoo, Inc.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2010
(Unaudited)
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 has not incurred
any advertising expenses since inception.
Income Taxes
------------
The provision for income taxes is the total of the current taxes payable
and the net of the change in the deferred income taxes. Provision is made
for the deferred income taxes where differences exist between the period
in which transactions affect current taxable income and the period in
which they enter into the determination of net income in the
financial statements.
Year end
--------
The Company's fiscal year-end is September 30.
F-5b
AcroBoo, Inc.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2010
(Unaudited)
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 70,000,000 shares of its $0.001 par value
common stock and 5,000,000 shares of its $0.001 par value preferred stock.
There have been no issuances of common or preferred stock.
On June 14, 2010, a director of the Company contributed capital of $325
for incorporating fees.
On July 21, 2010, a director of the Company contributed capital of
$2,750 for audit fees.
On October 28, 2010, a director of the Company contributed capital of
$1,500 for audit fees.
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.
F-6b
[BACK COVER PAGE OF PROSPECTUS]
April 7, 2011
PROSPECTUS
AcroBoo, Inc.
Common Stock
1,602,096 Shares of
Common Stock