DELAWARE
|
98-0407797
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
923 E. Valley Blvd, Suite 103B, San Gabriel, CA
|
91776
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Securities registered pursuant to Section 12(b) of the Exchange Act:
|
|
Title of each class:
|
Name of each exchange on which registered:
|
None
|
None
|
Securities registered pursuant to Section 12(g) of the Exchange Act:
|
|
Common Stock, par value $.001
(Title of class)
|
Large accelerated filer o
|
Accelerated filer o
|
Non-accelerated filer o
|
Smaller reporting company x
|
(Do not check if a smaller reporting company)
|
Item Number and Caption
|
Page
|
||
PART I
|
|||
Item 1.
|
Business
|
1
|
|
Item 1A.
|
Risk Factors
|
6
|
|
Item 1B.
|
Unresolved Staff Comments
|
6
|
|
Item 2.
|
Properties
|
6
|
|
Item 3.
|
Legal Proceedings
|
6
|
|
Item 4.
|
Mine Safety Disclosures
|
6
|
|
PART II
|
|||
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
7
|
|
Item 6.
|
Selected Financial Data
|
7
|
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
7
|
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
9
|
|
Item 8.
|
Financial Statements and Supplementary Data
|
9
|
|
Item 9.
|
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
|
10
|
|
Item 9A.
|
Controls and Procedures
|
10
|
|
Item 9B.
|
Other Information
|
11
|
|
PART III
|
|||
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
12
|
|
Item 11.
|
Executive Compensation
|
13
|
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
14
|
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
15
|
|
Item 14.
|
Principal Accountant Fees and Services
|
15
|
|
PART IV
|
|||
Item 15.
|
Exhibits, Financial Statement Schedules
|
16
|
|
SIGNATURES
|
17
|
o
|
analyzing the client's industry, business model and goals;
|
|
o
|
developing a portfolio of solutions in the context of an overall business strategy; and
|
|
o
|
developing and launching various objectives in a sequence that is designed to maximize profitability and shareholder value over the long term.
|
*
|
involve all of our competencies in each phase of our engagements;
|
|
*
|
take advantage of the standards, benchmarks and approaches we have developed; and
|
|
*
|
follow detailed control procedures that are designed to ensure that we are delivering high quality solutions.
|
o
|
Goals and objectives for the company and its departments are not identified nor communicated effectively to appropriate levels of management
|
|
o
|
Job descriptions are not utilized to detail work requirements, responsibilities, levels of authority, autonomy to make decisions, or standards of performance
|
|
o
|
Roles and responsibilities are not clearly defined for managers or employees
|
|
o
|
Managerial chains-of-command overlap in many departments, causing confusion and a loss of accountability
|
|
o
|
Client companies current organizational structure is not defined or documented
|
|
o
|
The company’s management team does not effectively transfer information between departments or shifts
|
o
|
Develop a complete personnel program to include formal policies and procedures, documentation and reviews and salary administration
|
|
o
|
Implement management method and accountabilities for executive group, department heads, and supervisors
|
|
o
|
Update or create an employee handbook
|
|
o
|
Establish formal job descriptions, performance reviews, and pay for performance system to foster sales and profit growth
|
|
o
|
Develop/publish organizational structure outlining management structure and each functional area of the business and chain of command
|
|
o
|
Design and implement an incentive program basing compensation on savings earned to reward good employees/key people
|
o
|
Company forecasting effectiveness is questionable
|
|
o
|
Limited sales forecasting ability
|
|
o
|
Operating budgets are not utilized effectively
|
|
o
|
Inconsistent occurrence of management or production meetings, regardless of the attendance demonstrates a lack of value placed on the function
|
|
o
|
No profitability planned by product mix
|
|
o
|
All management levels below project manager do not have any real understanding of profit or loss on a job until after the fact
|
o
|
Implement manning chart for facilities and manpower needs current and future
|
|
o
|
Establish standards of performance for each position and department
|
|
o
|
Improve asset utilization, i.e., cash, accounts receivable , inventory and equipment
|
|
o
|
Develop and Implement system to effectively utilize operating budgets department by department
|
|
o
|
Develop a marketing plan and sales budget for coming year by identifying target markets, promotion & pricing strategies and planned profitability
|
|
o
|
Create standards for effective utilization of all strategic resources: human/culture, facility, equipment, inventory, capital, and management systems
|
o
|
Management as a whole does not realize the value of information in regards to making management decisions. They generally do not use the reporting information available
|
|
o
|
No daily or weekly " management reports"
|
|
o
|
Operating statements are delayed week or months after the close of the month. Financial information approximately 60 days old is limited in its effectiveness as a management tool
|
|
o
|
Although a business plan to guide the company may exist corporately, it typically lacks any real methodology to accomplish any stated goals.
|
|
o
|
Breakdown of overhead costs not truly identified
|
|
o
|
Lack of aggressive cash management program minimizing its collection and payables periods
|
|
o
|
Access to financial or operational information is slow
|
o
|
Implement financial management systems to include accounting systems, departmentalized profit and loss reporting, budget and operating plans, reporting methods, weekly/daily management reports, monthly financials, overhead and profit allocation, budget differences, and Profit analysis
|
|
o
|
Establish Process of to track sales increase on value added basis • Integrate Profit planning into long term and short term business goals • Implement sound credit and collection policies and procedures to control days outstanding • Develop cash management
|
|
o
|
Establish financial information for management reporting rather than accounting reporting
|
|
o
|
Determine proper margins by product category and mix
|
Contents | Page(s) |
Report of Independent Registered Public Accounting Firm | F-2 |
Balance Sheets at December 31, 2011 and 2010 | F-3 |
Statements of Operations for the Years then Ended, and for the Period from September 19, 2003 (inception) through December 31, 2011 | F-4 |
Statement of Stockholders’ Equity (Deficit) for the Period from September 19, 2003 (inception) through December 31, 2011 | F-5 |
Statements of Cash Flows for the Years then Ended, and for the Period from September 19, 2003 (inception) through December 31, 2011 | F-6 |
Notes to the Financial Statements
|
F-7 |
ACE Consulting Management, Inc.
|
||||||||
(A Development Stage Company)
|
||||||||
Balance Sheets
|
||||||||
December 31, 2011
|
December 31, 2010
|
|||||||
ASSETS
|
||||||||
CURRENT ASSETS:
|
||||||||
Cash
|
$ | 12,797 | $ | 26,179 | ||||
Prepaid expenses
|
6,668 | - | ||||||
Total Current Assets
|
19,465 | 26,179 | ||||||
Total Assets
|
$ | 19,465 | $ | 26,179 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
CURRENT LIABILITIES:
|
||||||||
Accrued expenses
|
350 | 1,275 | ||||||
Advances from related party
|
3,000 | - | ||||||
Total Current Liabilities
|
3,350 | 1,275 | ||||||
STOCKHOLDERS' EQUITY:
|
||||||||
Common stock at $0.001 par value: 50,000,000 shares authorized,
|
||||||||
32,574,360 and 29,640,000 shares issued and outstanding, respectively
|
32,574 | 29,640 | ||||||
Additional paid-in capital
|
1,603,894 | 1,460,110 | ||||||
Deficit accumulated during the development stage
|
(1,620,353 | ) | (1,464,846 | ) | ||||
Total Stockholders' Equity
|
16,115 | 24,904 | ||||||
Total Liabilities and Stockholders' Equity
|
$ | 19,465 | $ | 26,179 | ||||
See accompanying notes to the financial statements.
|
ACE Consulting Management, Inc.
|
||||||||||||
(A Development Stage Company)
|
||||||||||||
Statements of Operations
|
||||||||||||
For the Period from
|
||||||||||||
For the Year
|
For the Year
|
September 19, 2003
|
||||||||||
Ended
|
Ended
|
(inception) through
|
||||||||||
December 31, 2011
|
December 31, 2010
|
December 31, 2011
|
||||||||||
NET REVENUES
|
$ | 14,250 | $ | 8,000 | $ | 22,250 | ||||||
OPERATING EXPENSES:
|
||||||||||||
Consulting fees
|
150,050 | 1,155,500 | 1,305,550 | |||||||||
Professional fees
|
17,608 | 40,406 | 72,414 | |||||||||
Salary and compensation - officer and director
|
- | 260,000 | 260,100 | |||||||||
General and administrative expenses
|
2,099 | 2,440 | 4,539 | |||||||||
Total operating expenses
|
169,757 | 1,458,346 | 1,642,603 | |||||||||
LOSS BEFORE INCOME TAX PROVISION
|
(155,507 | ) | (1,450,346 | ) | (1,620,353 | ) | ||||||
INCOME TAX PROVISION
|
- | - | - | |||||||||
NET LOSS
|
$ | (155,507 | ) | $ | (1,450,346 | ) | $ | (1,620,353 | ) | |||
NET LOSS PER COMMON SHARE
|
||||||||||||
- BASIC AND DILUTED:
|
$ | (0.01 | ) | $ | (0.00 | ) | ||||||
Weighted common shares outstanding
|
||||||||||||
- basic and diluted
|
30,210,733 | 18,134,904 | ||||||||||
See accompanying notes to the financial statements
|
ACE Consulting Management, Inc.
|
||||||||||||||||||||
(A Development Stage Company)
|
||||||||||||||||||||
Statement of Stockholders' Equity (Deficit)
|
||||||||||||||||||||
For the Period from September 19, 2003 (Inception) through December 31, 2011
|
||||||||||||||||||||
Deficit
|
||||||||||||||||||||
Common Stock, $0.001 Par Value
|
Additional
|
Accumulated
|
Total
|
|||||||||||||||||
Number of
|
Paid-in
|
during the
|
Stockholders'
|
|||||||||||||||||
Shares
|
Amount
|
Capital
|
Development Stage
|
Equity (Deficit)
|
||||||||||||||||
Balance, September 19, 2003 (inception)
|
100,000 | $ | 100 | $ | - | $ | - | $ | 100 | |||||||||||
Net loss
|
(1,050 | ) | (1,050 | ) | ||||||||||||||||
Balance, December 31, 2003
|
100,000 | 100 | - | (1,050 | ) | (950 | ) | |||||||||||||
Net loss
|
(1,250 | ) | (1,250 | ) | ||||||||||||||||
Balance, December 31, 2004
|
100,000 | 100 | - | (2,300 | ) | (2,200 | ) | |||||||||||||
Net loss
|
(1,650 | ) | (1,650 | ) | ||||||||||||||||
Balance, December 31, 2005
|
100,000 | 100 | - | (3,950 | ) | (3,850 | ) | |||||||||||||
Net loss
|
(1,800 | ) | (1,800 | ) | ||||||||||||||||
Balance, December 31, 2006
|
100,000 | 100 | - | (5,750 | ) | (5,650 | ) | |||||||||||||
Net loss
|
(2,250 | ) | (2,250 | ) | ||||||||||||||||
Balance, December 31, 2007
|
100,000 | 100 | - | (8,000 | ) | (7,900 | ) | |||||||||||||
Net loss
|
(3,250 | ) | (3,250 | ) | ||||||||||||||||
Balance, December 31, 2008
|
100,000 | 100 | - | (11,250 | ) | (11,150 | ) | |||||||||||||
Net loss
|
(3,250 | ) | (3,250 | ) | ||||||||||||||||
Balance, December 31, 2009
|
100,000 | 100 | - | (14,500 | ) | (14,400 | ) | |||||||||||||
Accrued expenses paid by stockholder
|
12,650 | - | 12,650 | |||||||||||||||||
Common stock issued for compensation at
|
||||||||||||||||||||
$0.05 per share on January 5, 2010
|
3,310,000 | 3,310 | 162,190 | 165,500 | ||||||||||||||||
Sale of common stock at $0.05 per share
|
||||||||||||||||||||
on February 16, 2010
|
1,230,000 | 1,230 | 60,270 | 61,500 | ||||||||||||||||
Common stock issued for compensation at
|
||||||||||||||||||||
$0.05 per share on June 14, 2010
|
25,000,000 | 25,000 | 1,225,000 | 1,250,000 | ||||||||||||||||
Net loss
|
(1,450,346 | ) | (1,450,346 | ) | ||||||||||||||||
Balance, December 31, 2010
|
29,640,000 | 29,640 | 1,460,110 | (1,464,846 | ) | 24,904 | ||||||||||||||
Common stock issued for compensation at
|
||||||||||||||||||||
$0.05 per share on October 21, 2011
|
2,934,360 | 2,934 | 143,784 | 146,718 | ||||||||||||||||
Net loss
|
(155,507 | ) | (155,507 | ) | ||||||||||||||||
Balance, December 31, 2011
|
32,574,360 | $ | 32,574 | $ | 1,603,894 | $ | (1,620,353 | ) | $ | 16,115 | ||||||||||
See accompanying notes to the financial statements.
|
ACE Consulting Management, Inc.
|
||||||||||||
(A Development Stage Company)
|
||||||||||||
Statements of Cash Flows
|
||||||||||||
For the Period from
|
||||||||||||
For the Year
|
For the Year
|
September 19, 2003
|
||||||||||
Ended
|
Ended
|
(inception) through
|
||||||||||
December 31, 2011
|
December 31, 2010
|
December 31, 2011
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||||
Net loss
|
$ | (155,507 | ) | $ | (1,450,346 | ) | $ | (1,620,353 | ) | |||
Adjustments to reconcile net loss to net cash used in operating activities
|
||||||||||||
Stock based compensation
|
146,718 | 1,415,500 | 1,562,318 | |||||||||
Changes in operating assets and liabilities:
|
||||||||||||
Prepaid expenses
|
(6,668 | ) | - | (6,668 | ) | |||||||
Accrued expenses
|
(925 | ) | (13,125 | ) | 350 | |||||||
NET CASH USED IN OPERATING ACTIVITIES
|
(16,382 | ) | (47,971 | ) | (64,353 | ) | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||||
Amounts received from related party
|
3,000 | - | 3,000 | |||||||||
Payment of accrued expenses by stockholder
|
- | 12,650 | 12,650 | |||||||||
Proceeds from sale of common stock
|
- | 61,500 | 61,500 | |||||||||
NET CASH PROVIDED BY FINANCING ACTIVITIES
|
3,000 | 74,150 | 77,150 | |||||||||
NET CHANGE IN CASH
|
(13,382 | ) | 26,179 | 12,797 | ||||||||
Cash at beginning of period
|
26,179 | - | - | |||||||||
Cash at end of period
|
$ | 12,797 | $ | 26,179 | $ | 12,797 | ||||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
|
||||||||||||
Interest paid
|
$ | - | $ | - | $ | - | ||||||
Income tax paid
|
$ | - | $ | - | $ | - | ||||||
See accompanying notes to the financial statements.
|
Level 1
|
Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
|
|
Level 2
|
Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
|
|
Level 3
|
Pricing inputs that are generally observable inputs and not corroborated by market data.
|
·
|
Expected term of share options and similar instruments: The expected life of options and similar instruments represents the period of time the option and/or warrant are expected to be outstanding. Pursuant to Paragraph 718-10-50-2 of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and employees’ expected exercise and post-vesting employment termination behavior into the fair value (or calculated value) of the instruments. The Company uses historical data to estimate employee termination behavior. The contractual term of share options or similar instruments is used as expected term of share options or similar instruments for the Company if it is a newly formed corporation.
|
·
|
Expected volatility of the entity’s shares and the method used to estimate it. An entity that uses a method that employs different volatilities during the contractual term shall disclose the range of expected volatilities used and the weighted-average expected volatility. A thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for the Company to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index. The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility. If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market.
|
·
|
Expected annual rate of quarterly dividends. An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected contractual life of the option and similar instruments.
|
·
|
Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the contractual life of the option and similar instruments.
|
·
|
Expected term of share options and similar instruments: Pursuant to Paragraph 718-10-50-2 of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and holder’s expected exercise behavior into the fair value (or calculated value) of the instruments. The Company uses historical data to estimate holder’s expected exercise behavior. The contractual term of share options or similar instruments is used as expected term of share options or similar instruments for the Company if it is a newly formed corporation.
|
·
|
Expected volatility of the entity’s shares and the method used to estimate it. An entity that uses a method that employs different volatilities during the contractual term shall disclose the range of expected volatilities used and the weighted-average expected volatility. A thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for the Company to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index. The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility. If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market.
|
·
|
Expected annual rate of quarterly dividends. An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected contractual life of the option and similar instruments.
|
·
|
Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the contractual life of the option and similar instruments.
|
·
|
An entity that holds a group of financial assets and financial liabilities whose market risk (that is, interest rate risk, currency risk, or other price risk) and credit risk are managed on the basis of the entity’s net risk exposure may apply an exception to the fair value requirements in ASC 820 if certain criteria are met. The exception allows such financial instruments to be measured on the basis of the reporting entity’s net, rather than gross, exposure to those risks.
|
·
|
In the absence of a Level 1 input, a reporting entity should apply premiums or discounts when market participants would do so when pricing the asset or liability consistent with the unit of account.
|
·
|
Additional disclosures about fair value measurements.
|
December 31,
2011
|
December 31,
2010
|
|||||||
Net deferred tax assets – non-current:
|
||||||||
Expected income tax benefit from NOL carry-forwards
|
550,920
|
498,048
|
||||||
Less valuation allowance
|
(550,920
|
)
|
(498,048
|
)
|
||||
Deferred tax assets, net of valuation allowance
|
$
|
-
|
$
|
-
|
For the Year Ended December 31, 2011
|
For the Year Ended December 31, 2010
|
|||||||
Federal statutory income tax rate
|
34.0
|
%
|
34.0
|
%
|
||||
Change in valuation allowance on net operating loss carry-forwards
|
(34.0
|
)%
|
(34.0
|
)%
|
||||
Effective income tax rate
|
0.0
|
%
|
0.0
|
%
|
Name
|
Age
|
Positions and Offices Held
|
Alex Jen
|
68
|
President, Chief Executive Officer, Chief Financial Officer, and Director
|
Gary A. Tickel
|
60
|
Director
|
·
|
Chi Ming Chen, who currently beneficially owns more than 10% of our common stock, failed to file Form 3 to report such beneficial ownership and Form 4 to report change in his beneficial ownership, if applicable.
|
·
|
Alex Jen, our President, Chief Executive Officer, Chief Financial Officer, and director, who also beneficially owns more than 10% of our common stock, failed to file Form 4 to report change in his beneficial ownership.
|
·
|
Gary Tickel, our director, failed to file Form 3 to report his beneficial ownership of our common stock.
|
·
|
Shu Chyn Suen, who currently beneficially owns more than 10% of our common stock, failed to file Form 3 to report such beneficial ownership and Form 4 to report change in his beneficial ownership, if applicable.
|
Name and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option Awards
($)
|
Non-Equity Incentive Plan Compensation ($)
|
Non-Qualified Deferred Compensation Earnings
($)
|
All Other Compensation
($)
|
Totals
($)
|
||||||||||||
Alex Jen, President,
|
2011
|
$
|
0
|
0
|
0
|
0
|
0
|
0
|
$0
|
$
|
0
|
||||||||||
Chief Executive Officer
Chief Financial Officer |
2010
|
$
|
0
|
0
|
0
|
0
|
0
|
0
|
$0
|
$
|
0
|
Name
|
|
|
Number of Shares
Beneficially Owned
|
|
|
Percent of Class (1)
|
|
Chi Ming Chen
27-2, Alley 9, Lane 120
Nanking E. Rd.
Taipei, Taiwan 105, TW
|
17,960,000
|
55.1%
|
|||||
Shu Chyn Suen
18913 Bentley Place,
Rowland Hts, CA 91748
|
5,000,000
|
15.3%
|
|||||
Grandview Consultants, Inc.(2)
300 South Pine lsland Road, Suite 305
Plantation, Florida 33324
|
2,934,360
|
9.0%
|
|||||
Alex Jen
711 N. 1st Avenue
Arcadia, California 91006
|
5,120,000
|
15.7%
|
|||||
President, Chief Executive Officer, Chief Financial Officer, and Director
|
|||||||
Gary Tickel
2330 Sewanee Lane
Arcadia, CA 91007
|
200,000
|
Less than 1%
|
|||||
Director
|
|||||||
All Executive Officers and Directors as a group (2 person)
|
|
|
5,320,000
|
|
|
16.3%
|
(1)Based on 32,574,360 shares of common stock outstanding as of March 28, 2012.
|
|
(2) Peter Goldstein is President of Grandview Consultants, Inc. and has voting and dispositive control over securities held by it.
|
●
|
In November 2011, Our President, Chief Executive Officer, Chief Financial Officer, and Director, Alex Jen, advanced $3,000 to the Company for working capital purposes. The advance is unsecured, non-interest bearing and due on demand.
|
●
|
Our President, Chief Executive Officer, Chief Financial Officer, and Director, Alex Jen, has been provided office space for the Company’s use at no cost.
|
Exhibits #
|
Title
|
3.1 |
Certificate Of Incorporation (1)
|
3.2
|
Certificate Of Amendment Of Certificate Of Incorporation
|
3.2
|
By-Laws (1)
|
14.1
|
Code of Ethics (3)
|
31.1*
|
Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (4)
|
32.1+
|
Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (4)
|
101. INS**
|
XBRL Instance Document. (4)
|
101. SCH**
|
XBRL Taxonomy Extension Schema Document (4)
|
101. CAL**
|
XBRL Taxonomy Extension Calculation Linkbase Document. (4)
|
101. LAB**
|
XBRL Taxonomy Extension Label Linkbase Document. (4)
|
101. PRE**
|
XBRL Taxonomy Extension Presentation Linkbase Document. (4)
|
101. DEF**
|
XBRL Taxonomy Extension Definition Linkbase Document. (4)
|
(1)
|
Incorporated by reference to Form 10SB filed on October 9, 2003
|
(2)
|
Incorporated by reference to Form S-1 filed on September 16, 2010
|
(3)
|
Incorporated by reference to Form 10-KSB filed on March 22, 2005.
|
(4)
|
Filed herewith.
|
ACE Consulting Management, Inc.
|
|
By:
|
/s/Alex Jen
|
President, Chief Executive Officer,
and Chief Financial Officer
(Duly Authorized Officer, Principal Executive Officer
and Principal Financial Officer)
|
Date
|
March 30, 2012
|
Name
|
Title
|
Date
|
|
/s/ Alex Jen
|
President, Chief Executive Officer, Chief Financial Officer, and Chairman of the Board of Directors
|
March 30, 2012
|
|
Alex Jen
|
(Principal Executive Officer and Principal Financial Officer)
|
||
/s/Gary Tickel
|
Director
|
March 30, 2012
|
|
Gary Tickel
|
1.
|
I have reviewed this Form 10-K of ACE Consulting Management, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods present in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding there liability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financing reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involved management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: March 30, 2012
|
/s/ Alex Jen
|
Alex Jen
President, Chief Executive Officer,
and Chief Financial Officer
(Duly Authorized Officer, Principal Executive Officer
and Principal Financial Officer)
|
1.
|
Such Yearly Report of Form 10-K for the year ending December 31, 2011, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in such Yearly Report on Form 10-K for the year ended December 31, 2011, fairly represents in all material respects, the financial condition and results of operations of ACE Consulting Management, Inc.
|
Date: March 30, 2012
|
/s/ Alex Jen
|
Alex Jen
President, Chief Executive Officer,
and Chief Financial Officer
(Duly Authorized Officer, Principal Executive Officer
and Principal Financial Officer)
|
Summary of Significant Accounting Policies
|
12 Months Ended | |||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2011
|
||||||||||||||||||||||||||||||||||||||
Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||
Significant Accounting Policies [Text Block] | Note 2 - Summary of Significant Accounting Policies
Basis of Presentation
The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Development Stage Company
The Company is a development stage company as defined by section 915-10-20 of the FASB Accounting Standards Codification. Although the Company has recognized some nominal amount of revenue since inception, the Company is still devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced. All losses accumulated since inception have been considered as part of the Company's development stage activities.
Use of Estimates and Assumptions
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
The Company’s significant estimates and assumptions include the fair value of financial instruments; income tax rate, income tax provision, deferred tax assets and the valuation allowance of deferred tax assets, and the assumption that the Company will continue as a going concern. Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.
Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates.
Fair Value of Financial Instruments
The Company follows paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments and paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:
Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.
The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.
The carrying amounts of the Company’s financial assets and liabilities, such as cash, prepaid expenses, accrued expenses and advances from related party approximate their fair values because of the short maturity of these instruments.
Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.
It is not, however, practical to determine the fair value of advances from stockholders due to their related party nature.
Cash Equivalents
The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.
Related Parties
The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.
Pursuant to Section 850-10-20 the Related parties include a. affiliates of the Company; b. Entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.
Commitment and Contingencies
The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.
Revenue Recognition
The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company will recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.
Stock-Based Compensation for Obtaining Employee Services
The Company accounts for its stock based compensation in which the Company obtains employee services in share-based payment transactions under the recognition and measurement principles of the fair value recognition provisions of section 718-10-30 of the FASB Accounting Standards Codification. Pursuant to paragraph 718-10-30-6 of the FASB Accounting Standards Codification, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur.
The fair value of options and similar instruments is estimated on the date of grant using a Black-Scholes option-pricing valuation model. The ranges of assumptions for inputs are as follows:
The Company’s policy is to recognize compensation cost for awards with only service conditions and a graded vesting schedule on a straight-line basis over the requisite service period for the entire award.
Equity Instruments Issued to Parties Other Than Employees for Acquiring Goods or Services
The Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under guidance of Sub-topic 505-50 of the FASB Accounting Standards Codification (“Sub-topic 505-50”).
Pursuant to ASC Section 505-50-30, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur.
The fair value of option or warrant award is estimated on the date of grant using a Black-Scholes option-pricing valuation model. The ranges of assumptions for inputs are as follows:
Pursuant to ASC Paragraph 505-50-25-7, if fully vested, non-forfeitable equity instruments are issued at the date the grantor and grantee enter into an agreement for goods or services (no specific performance is required by the grantee to retain those equity instruments), then, because of the elimination of any obligation on the part of the counterparty to earn the equity instruments, a measurement date has been reached. A grantor shall recognize the equity instruments when they are issued (in most cases, when the agreement is entered into). Whether the corresponding cost is an immediate expense or a prepaid asset (or whether the debit should be characterized as contra-equity under the requirements of paragraph 505-50-45-1) depends on the specific facts and circumstances. Pursuant to ASC paragraph 505-50-45-1, a grantor may conclude that an asset (other than a note or a receivable) has been received in return for fully vested, nonforfeitable equity instruments that are issued at the date the grantor and grantee enter into an agreement for goods or services (and no specific performance is required by the grantee in order to retain those equity instruments). Such an asset shall not be displayed as contra-equity by the grantor of the equity instruments. The transferability (or lack thereof) of the equity instruments shall not affect the balance sheet display of the asset. This guidance is limited to transactions in which equity instruments are transferred to other than employees in exchange for goods or services. Section 505-50-30 provides guidance on the determination of the measurement date for transactions that are within the scope of this Subtopic.
Pursuant to Paragraphs 505-50-25-8 and 505-50-25-9, an entity may grant fully vested, nonforfeitable equity instruments that are exercisable by the grantee only after a specified period of time if the terms of the agreement provide for earlier exercisability if the grantee achieves specified performance conditions. Any measured cost of the transaction shall be recognized in the same period(s) and in the same manner as if the entity had paid cash for the goods or services or used cash rebates as a sales discount instead of paying with, or using, the equity instruments. A recognized asset, expense, or sales discount shall not be reversed if a stock option that the counterparty has the right to exercise expires unexercised.
Pursuant to ASC paragraph 505-50-30-S99-1, if the Company receives a right to receive future services in exchange for unvested, forfeitable equity instruments, those equity instruments are treated as unissued for accounting purposes until the future services are received (that is, the instruments are not considered issued until they vest). Consequently, there would be no recognition at the measurement date and no entry should be recorded.
Income Tax Provision
The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this
method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income and Comprehensive Income in the period that includes the enactment date.
The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”) with regards to uncertainty income taxes. Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.
The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying consolidated balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its consolidated balance sheets and provides valuation allowances as management deems necessary.
Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.
Uncertain Tax Positions
The Company did not take any uncertain tax positions and had no adjustments to unrecognized income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the year ended December 31, 2011 or 2010.
Net Income (Loss) per Common Share
Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through stock options and warrants.
There were no potentially outstanding dilutive common shares for the year ended December 31, 2011 or 2010.
Cash Flows Reporting
The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and
provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.
Subsequent Events
The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.
Recently Issued Accounting Pronouncements
In May 2011, the FASB issued the FASB Accounting Standards Update No. 2011-04 “Fair Value Measurement” (“ASU 2011-04”). This amendment and guidance are the result of the work by the FASB and the IASB to develop common requirements for measuring fair value and for disclosing information about fair value measurements in accordance with U.S. GAAP and International Financial Reporting Standards (IFRSs).
This update does not modify the requirements for when fair value measurements apply; rather, they generally represent clarifications on how to measure and disclose fair value under ASC 820, Fair Value Measurement, including the following revisions:
The amendments in this Update are to be applied prospectively and are effective for public entity during interim and annual periods beginning after December 15, 2011.
In June 2011, the FASB issued the FASB Accounting Standards Update No. 2011-05 “Comprehensive Income” (“ASU 2011-05”), which was the result of a joint project with the IASB and amends the guidance in ASC 220, Comprehensive Income, by eliminating the option to present components of other comprehensive income (OCI) in the statement of stockholders’ equity. Instead, the new guidance now gives entities the option to present all non-owner changes in stockholders’ equity either as a single continuous statement of comprehensive income or as two separate but consecutive statements. Regardless of whether an entity chooses to present comprehensive income in a single continuous statement or in two separate but consecutive statements, the amendments require entities to present all reclassification adjustments from OCI to net income on the face of the statement of comprehensive income.
The amendments in this Update should be applied retrospectively and are effective for public entity for fiscal years, and interim periods within those years, beginning after December 15, 2011.
Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements. |