0001021432-13-000118.txt : 20130401 0001021432-13-000118.hdr.sgml : 20130401 20130401172129 ACCESSION NUMBER: 0001021432-13-000118 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20121231 FILED AS OF DATE: 20130401 DATE AS OF CHANGE: 20130401 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IIM Global Corp CENTRAL INDEX KEY: 0001534154 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-54545 FILM NUMBER: 13732399 BUSINESS ADDRESS: STREET 1: 525 TECHNOLOGY PARK STREET 2: SUITE 165 CITY: LAKE MARY STATE: FL ZIP: 32746 BUSINESS PHONE: 815-356-7504 MAIL ADDRESS: STREET 1: 525 TECHNOLOGY PARK STREET 2: SUITE 165 CITY: LAKE MARY STATE: FL ZIP: 32746 FORMER COMPANY: FORMER CONFORMED NAME: Silverwood Acquisition Corp DATE OF NAME CHANGE: 20111102 10-K 1 iimglobal10k123112.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-54545 IIM GLOBAL CORPORATION (Exact name of registrant as specified in its charter) SILVERWOOD ACQUISITION CORPORATION (Former Name of Registrant as Specified in its Charter) Delaware 00-0000000 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 525 Technology Park, Suite 165 Lake Mary, Florida 32746 (Address of principal executive offices) (zip code) Registrant's telephone number, including area code: 815-356-7504 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Exchange Act: Common Stock, $.0001 par value per share (Title of class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act [ ] Yes [ X ] No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. [ ] Yes [ X ] No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [ X ] Yes [ ] No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the reistrant was required to submit and post such files). [ X ] Yes [ ] No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X ] Yes [ ] No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer", "accelerated filer", "non-accelerated filer", and "smaller reporting company" in Rule 12b-2 of the Exchange Act. Large Accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [ X ] (do not check if smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ X ] Yes [ ] No State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter. $ 0 Indicate the number of shares outstanding of each of the registrant's classes of common stock as of the latest practicable date. Class Outstanding at December 31, 2012 Common Stock, par value $0.0001 1,500,000 Documents incorporated by reference: None PART I Item 1. Business IIM Global Corporation (formerly Silverwood Acquisition Corporation) ("IIM Global" or the "Company") was incorporated on September 21, 2011 under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. IIM Global has been in the developmental stage since inception. In addition to a change in control of its management and shareholders, the Company's operations to date have been limited to issuing shares and filing a registration statement on Form 10 pursuant to the Securities Exchange Act of 1934. IIM Global was formed to provide a method for a foreign or domestic private company to become a reporting company with a class of securities registered under the Securities Exchange Act of 1934. On November 9, 2011, the Company registered its common stock on a Form 10 registration statement filed pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") and Rule 12(g) thereof which became automatically effective 60 days thereafter. The Company files with the Securities and Exchange Commission periodic and current reports under Rule 13(a) of the Exchange Act, including quarterly reports on Form 10-Q and annual reports Form 10-K. Change in Control: On December 20, 2012, the following events occurred which resulted in a change of control of the Company: The Company redeemed an aggregate of 19,500,000 of the then 20,000,000 shares of outstanding stock at a redemption price of $.0001 per share for an aggregate redemption price of $1,950. James M. Cassidy and James McKillop, both directors of the Company and the then president and vice president, respectively, resigned such directorships and all offices of the Company. Messrs. Cassidy and McKillop each beneficially retain 250,000 shares of the Company's common stock. David S. Jones was named as the sole director of the Company and appointed its President, Secretary and Treasurer. On December 21, 2012, IIM Global issued 1,000,000 shares of its common stock at par representing 67% of the then total outstanding 1,500,000 shares of common stock. The Company has no employees and only one director who also serves as the Company's sole officer. The Company has entered into an agreement with Tiber Creek Corporation of which the former president of the Company is the president and controlling shareholder. Tiber Creek Corporation assists companies to become public reporting companies and for the preparation and filing of a registration statement pursuant to the Securities Act of 1933, and the introduction to brokers and market makers. CURRENT ACTIVITIES IIM Global has not entered into any definitive or binding agreements and there are no assurances that such transactions will occur, it is actively pursuing the following avenues of development: IIM Global anticipates that it will enter into a business combination with Innovation in Motion, Inc., a private company involved in the identification, security and mobile payment businesses which had its technology used during the election process in Ghana, Africa. The company has a range of state-of-the-art products in these fields and has begun serious market penetration with the sale and placement of units. Innovation in Motion was founded in April, 2009 and successfully achieved an estimated pre-tax revenue of $7.8M in 2012 growing from $300K pre-tax revenues in 2011. Thomas Szoke, one of the founders of Innovation In Motion, played the lead role in the development and patenting of its technologies. David S. Jones, the sole officer and director of IIM Global, is the president and chief executive officer of Innovation in Motion, Inc. IIM Global currently anticipates that the business combination would take the form of a merger probably in the second quarter of 2013 although no binding agreement has been executed at the date of this Report. It is anticipated that Innovation in Motion will bring with it to such merger key technologies and an active business model. As of the date of this Report, no agreements have been executed to effect such a business combination and although the Company anticipates that it will effect such a business combination there is no assurance that such combination will be consummated. If and when a IIM Global chooses to enter into a business combination with Innovation in Motion, it will likely file a registration statement after such business combination is effected. A combination will normally take the form of a merger, stock-for-stock exchange or stock-for-assets exchange. The Company may wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. IIM Global is also in discussion with an AFIS Engineering and Manufacturing company for a strategic partnership with the possibility of a potential future acquisition. This partnership would provide technology that would complement the current Innovation In Motion technologies. IIM Global Corporation is also in strategic talks with a variety of potential key partners to bring complementary technologies and services, such as card production, licensed web based personalization of the Innovation In Motion mobile payment solution, perimeter security solutions and a wide variety of support and managed service solutions for ongoing support and revenue stream businesses. As of December 31, 2012, IIM Global had not generated revenues and had no income or cash flows from operations since inception. At December 31, 2012, IIM Global had sustained net loss of $1,850 and had accumulated a deficit of $3,193. The Company's independent auditors have issued a report raising substantial doubt about the Company's ability to continue as a going concern. At present, the Company has no operations and the continuation of IIM Global as a going concern is dependent upon financial support from its stockholders, its ability to obtain necessary equity financing to continue operations and/or to successfully locate and negotiate with a business entity for a business combination that would provide a basis of possible operations. Tiber Creek Corporation paid, without expectation of repayment, all expenses incurred by IIM Global until the change in control at which time new management of the Company undertook payment of such expenses. Because of the absence of any on-going operations, these expenses are anticipated to be relatively low. There is no assurance that IIM Global will ever be profitable. SUBSEQUENT EVENT In March 2013, IIM Global filed an amendment to its certificate of incorporation increasing its authorized shares of common stock to 300,000,000 with a par value of $.0001 and eliminating its authorized preferred stock. Item 2. Properties IIM Global has no properties and at this time has no agreements to acquire any properties. The Company currently uses the offices of its president at no cost to the Company. Item 3. Legal Proceedings There is no litigation pending or threatened by or against the Company. Item 4. Mine Safety Disclosures. Not applicable. PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities There is currently no public market for the Company's securities. Once and if a business combination is effected, IIM Global may wish to cause the Company's common stock to trade in one or more United States securities markets. The Company anticipates that it will take the steps required for such admission to quotation following the business combination or at some later time. At such time as it qualifies, the Company may choose to apply for quotation of its securities on the OTC Bulletin Board. The OTC Bulletin Board is a dealer-driven quotation service. Unlike the Nasdaq Stock Market, companies cannot directly apply to be quoted on the OTC Bulletin Board, only market makers can initiate quotes, and quoted companies do not have to meet any quantitative financial requirements. Any equity security of a reporting company not listed on the Nasdaq Stock Market or on a national securities exchange is eligible. Since inception, the Company has sold securities which were not registered as follows: NUMBER OF DATE NAME SHARES CONSIDERATION September 21, 2011 Tiber Creek 10,000,000 $1,000 Corporation (1) (9,750,000 redeemed 12/20/2012) September 21, 2011 MB Americus LLC (2) 10,000,000 $1,000 (9,750,000 redeemed 12/20/2012) December 21, 2012 David S. Jones 1,000,000 $100 (1) James M. Cassidy, was the president and a director of the Company, is the sole shareholder and director of Tiber Creek Corporation, a Delaware corporation, and Mr. Cassidy may be deemed to be the beneficial owner of the shares of stock owned by Tiber Creek Corporation. (2) James McKillop is the sole principal of MB Americus LLC, a California limited liability corporation. Mr. McKillop is deemed to be the beneficial owner of the shares of stock owned by MB Americus LLC. Item 6. Selected Financial Data. There is no selected financial data required to be filed for a smaller reporting company. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations IIM Global has no operations nor does it currently engage in any business activities generating revenues. IIM Global's principal business objective is to achieve a business combination with a target company. As of December 31, 2012, IIM Global had not generated revenues and had no income or cash flows from operations since inception. At December 31, 2012, IIM Global had sustained net loss of $1,850 and had accumulated a deficit of $3,193. The Company's independent auditors have issued a report raising substantial doubt about the Company's ability to continue as a going concern. At present, the Company has no operations and the continuation of IIM Global as a going concern is dependent upon financial support from its stockholders, its ability to obtain necessary equity financing to continue operations and/or to successfully locate and negotiate with a business entity for the combination of that target company with IIM Global. Tiber Creek Corporation paid, without expectation of repayment, all expenses incurred by IIM Global until the change in control at which time new management of the Company undertook payment of such expenses. Because of the absence of any on-going operations, these expenses are anticipated to be relatively low. The Company has entered into an agreement with Tiber Creek Corporation of which the former president of the Company is the president and controlling shareholder. Tiber Creek Corporation assists companies to become public reporting companies and for the preparation and filing of a registration statement pursuant to the Securities Act of 1933, and the introduction to brokers and market makers. IIM Global anticipates that it will enter into a business combination with Innovation in Motion, Inc., a private company operating in two technology fields: the handheld identification market and mobile payment market. The private company has a range of state-of-the-art products in these fields and has begun serious market penetration with the sale and placement of units. As of the date of this Report, no agreements have been executed to effect such a business combination and although the Company anticipates that it will effect such a business combination there is no assurance that such combination will be sonummated. David S. Jones is the president and chief executive officer of Innovation in Motion. No assurances can be given that IIM Global will be successful in effecting a business combination with Innovation in Motion, Inc. or with any other target company. A likely target companies with which IIM Global may effect a business combination is one seeking the perceived benefits of a reporting corporation. Such perceived benefits may include facilitating or improving the terms on which additional equity financing may be sought, providing liquidity for incentive stock options or similar benefits to key employees, increasing the opportunity to use securities for acquisitions, providing liquidity for shareholders and other factors. Business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities difficult and complex. In analyzing prospective a business combination, the Company may consider such matters as the available technical, financial and managerial resources; working capital and other financial requirements; history of operations, if any; prospects for the future; nature of present and expected competition; the quality and experience of management services which may be available and the depth of that management; the potential for further research, development, or exploration; specific risk factors not now foreseeable but which may be anticipated; the potential for growth or expansion; the potential for profit; the perceived public recognition or acceptance of products, services, or trades; name identification; and other relevant factors. This discussion of the proposed criteria is not meant to be restrictive of the virtually unlimited discretion of the Company to search for and enter into potential business opportunities. The search for a target company will not be restricted to any specific kind of business entities, but may acquire a venture which is in its preliminary or development stage, which is already in operation, or in essentially any stage of its business life. It is impossible to predict at this time the status of any business in which the Company may become engaged, whether such business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which the Company may offer. It is anticipated that any securities issued in any such business combination would be issued in reliance upon exemption from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of its transaction, the Company may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. If such registration occurs, it will be undertaken by the surviving entity after the Company has entered into an agreement for a business combination or has consummated a business combination. The issuance of additional securities and their potential sale into any trading market which may develop in the Company's securities may depress the market value of the Company's securities in the future if such a market develops, of which there is no assurance. While the terms of a business transaction to which the Company may be a party cannot be predicted, it is expected that the parties to the business transaction will desire to avoid the creation of a taxable event and thereby structure the acquisition in a tax-free reorganization under Sections 351 or 368 of the Internal Revenue Code of 1986, as amended. 2012 Year-End Analysis The Company has received no income, has had no operations nor expenses, other than Delaware state fees and incorporation and accounting fees as required for incorporation and for the preparation of the Company's financial statements. As of December 31, 2012, IIM Global had not generated revenues and had no income or cash flows from operations since inception. At December 31, 2012, IIM Global had sustained net loss of $1,850 and had accumulated a deficit of $3,193. Item 8. Financial Statements and Supplementary Data The financial statements for the year ended December 31, 2012 are attached hereto. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure There were no changes in or disagreements with accountants on accounting and financial disclosure for the period covered by this report. Item 9A. Controls and Procedures Pursuant to Rules adopted by the Securities and Exchange Commission. the Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Exchange Act Rules. This evaluation was done as of the end of the fiscal year under the supervision and with the participation of the Company's principal executive officer (who is also the principal financial officer). There have been no significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of the evaluation. Based upon that evaluation, the principal executive officer believes that the Company's disclosure controls and procedures are effective in gathering, analyzing and disclosing information needed to ensure that the information required to be disclosed by the Company in its periodic reports is recorded, summarized and processed timely. The principal executive officer is directly involved in the current day-to-day operations of the Company. Management's Report of Internal Control over Financial Reporting The Company is responsible for establishing and maintaining adequate internal control over financial reporting in accordance with the Rule 13a-15 of the Securities Exchange Act of 1934. The Company's officer, its president, conducted an evaluation of the effectiveness of the Company's internal control over financial reporting as of December 31, 2012, based on the criteria establish in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treaedway Commission. Based on this evaluation, management concluded that the Company's internal control over financial reporting was effective as of December 31, 2012, based on those criteria. A control system can provide only reasonably, not absolute, assurance that the objectives of the control system are met and no evaluation of controls can provide absolute assurance that all control issues have been detected. Anton & Chia, the independent registered public accounting firm for IIM Global, has not issued an attestation report on the effectiveness of IIM Global's internal control over financial reporting. Changes in Internal Control Over Financial Reporting There have been no changes in the Company's internal controls over financial reporting during its fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting. Item 9B. Other Information Not applicable. PART III Item 10. Directors, Executive Officers, and Corporate Governance; The Directors and Officers of the Company are as follows: Name Age Positions and Offices Held ----------------- ----------- David S. Jones President, Secretary, Director Management of IIM Global IIM Global has no full time employees. On December 20, 2012, James M. Cassidy and James McKillop, both directors of the Company and the then president and vice president, respectively, resigned as directors and all offices of the Company. Messrs. Cassidy and McKillop each beneficially retain 250,000 shares of the Company's common stock. David S. Jones was named as the sole director of the Company and appointed its President, Secretary and Treasurer. David S. Jones has been in global business management in all regions of the world including global management of company personnel and contractor/ partner relationships. He has served as a board member on joint ventures operating in Beijing, China, Bangalore, India and Perth, Australia. He has served in sales, field service, marketing, finance, engineering, business development and other areas with a particular expertise in joint venture management. From 1986 through 2007, Mr. Jones worked for Motorola, Inc. with various systems and operations and development positions retiring as Vice President for Global Service Delivery Operations responsible for global delivery of all technical call center services, network operations centers, secure operation center, technical training and services business development. He served as a board member for the joint venture between Motorola and WiPro in Bangalore, India. From 2007 to 2010, Mr. Jones was Vice President and General Global Services Manager for Intermec Technologies, Inc., Everett, Washington. Mr. Jones was responsible for Intermec's global business including margin improvement and revenue growth, sales, third party services, marketing finance, call centers, parts sales and professional services. From 2010 to 2011, Mr. Jones served as a consultant to large and small manufacturers. In 2011 Mr. Jones joined Innovation in Motion Inc. which was established in April, 2009 and has grown from from $300,000 in revenues in 2011 to an estimated pre-tax revenue of $7.8 Million. Mr. Jones received his Bachelor of Science in Civil Engineering degree from Rose Hulman Institute of Technology, Terre Haute, Indiana and his Masters in Business Administration degree from Baldwin Wallace College, Berea, Ohio. Conflicts of Interest David S. JOnes, the sole officer and director of the Company, is also the president and chief executive officer of Innovation in Motion, a company with which IIM Global is discussing effecting a business combination. There are no binding guidelines or procedures for resolving potential conflicts of interest. Failure by management to resolve conflicts of interest in favor of the Company could result in liability of management to the Company. However, any attempt by shareholders to enforce a liability of management to the Company would most likely be prohibitively expensive and time consuming. Code of Ethics. The Company has not at this time adopted a Code of Ethics pursuant to rules described in Regulation S-K. The Company has only three shareholders, one of whom also serves as the director and officer. The Company has no operations or business and does not receive any revenues or investment capital. The adoption of an Ethical Code at this time would not serve the primary purpose of such a code to provide a manner of conduct as the development, execution and enforcement of such a code would be by the same persons and only persons to whom such code applied. Furthermore, because the Company does not have any activities, there are activities or transactions which would be subject to this code. At the time the Company enters into a business combination or other corporate transaction, the current officer and director may recommend that such a code be adopted. Corporate Governance. For reasons similar to those described above, the Company does not have a nominating nor audit committee of the board of directors. The Company has no activities, and receives no revenues. At such time that the Company enters into a business combination and/or has additional shareholders and a larger board of directors and commences activities, the Company will propose creating committees of its board of directors, including both a nominating and an audit committee. Because there are only three shareholders of the Company, there is no established process by which shareholders to the Company can nominate members to the Company's board of directors. Similarly, however, at such time as the Company has more shareholders and an expanded board of directors, the new management of the Company may review and implement, as necessary, procedures for shareholder nomination of members to the Company's board of directors. Item 11. Executive Compensation The Company's officer and director does not receive any compensation for services rendered to the Company, nor has any former officer or director received any compensation in the past. The officer and director is not accruing any compensation pursuant to any agreement with the Company. No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by the Company for the benefit of its employees. The Company does not have a compensation committee for the same reasons as described above. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The following table sets forth, as of December 31, 2012, each person known by the Company to be the officer or director of the Company or a beneficial owner of five percent or more of the Company's common stock. The Company does not have any compensation plans and has not authorized any securities for future issuance. Except as noted, the holder thereof has sole voting and investment power with respect to the shares shown. Name and Address Amount of Beneficial Percent of of Beneficial Owner Ownership Outstanding Stock James M. Cassidy (1) 250,000 16.5% 215 Apolena Avenue Newport Beach, CA 92662 James K. McKillop (2) 250,000 16.5% 9454 Wilshire Boulevard Beverly Hills, California 90212 David S. Jones 1,000,000 67% 525 Technology Park, Suite 165 Lake Mary, Florida 32746 All Executive Officers and 1,000,000 Directors as a Group (1 Person) (1) As the sole shareholder, officer and director of Tiber Creek Corporation, a Delaware corporation, Mr. Cassidy is deemed to be the beneficial owner of the shares of common stock of IIM Global owned by it. (2) As the sole principal of MB Americus LLC, a California business entity, Mr. McKillop is deemed to be the beneficial owner of the shares of IIM Global owned by it. Item 13. Certain Relationships and Related Transactions and Director Independence David S. Jones is the majority shareholder of the Company and also serves as its sole officer and director. As the organizers and developers of Silverwood Acquisition Corporation the predecessor name to IIM Global, James M. Cassidy and James McKillop may be considered promoters. Mr. Cassidy provided services to IIM Global without charge consisting of preparing and filing the charter corporate documents and preparing its registration statement of Form 10. Tiber Creek Corporation, a company of which Mr. Cassidy is the sole director, officer and shareholder, paid all expenses incurred by IIM Global until December 20, 2012, the date of the change in control, without repayment. Tiber Creek is a shareholder of IIM Global and may receive benefits in the future if the company is able to effect a business combination beneficial to the company. IIM Global is not currently required to maintain an independent director as defined by Rule 4200 of the Nasdaq Capital Market nor does it anticipate that it will be applying for listing of its securities on an exchange in which an independent directorship is required. It is likely Mr. Jones would not be considered an independent director if it were to do so. Item 14. Principal Accounting Fees and Services. The Company has no activities, no income and no expenses except for independent audit and incorporation and Delaware state fees. The Company's current and former president donated their time in preparation and filing of all state and federal required taxes and reports. Audit Fees The aggregate fees incurred for each of the last two years for professional services rendered by the independent registered public accounting firm for the audits of the Company's annual financial statements and review of financial statements included in the Company's Form 10-K and Form 10-Q reports and services normally provided in connection with statutory and regulatory filings or engagements were as follows: December 31, 2011 December 31, 2012 ----------------- ----------------- Audit-Related Fees $ 750 $ 750 The Company does not currently have an audit committee serving and as a result its board of directors performs the duties of an audit committee. The board of directors will evaluate and approve in advance, the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services. The Company does not rely on pre- approval policies and procedures. PART IV Item 15. Exhibits, Financial Statement Schedules There are no financial statement schedules nor exhibits filed herewith. The exhibits filed in earlier reports and the Company's Form 10 are incorporated herein by reference. FINANCIAL STATEMENTS ANTON & cHIA CERTIFIED PUBLIC ACCOUNTANTS REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors IIM Global Corp (Formerly: Silverwood Acquisition Corporation). (A Development Stage Company) We have audited the accompanying balance sheets of IIM Global Corp. (the "Company") as of December 31, 2012 and 2011, and the related statements of operations, changes in stockholders' deficit / equity and cash flows for the period from September 21, 2011 (Inception) through December 31, 2012. 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 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. The Company was not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Company's internal control over financial reporting. Accordingly, we express no such opinion. 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 the Company as of December 31, 2012 and 2011 and the results of its operations and its cash flows for the period from September 21, 2011 (Inception) through December 31, 2012, in conformity with accounting principles generally accepted in the United States of America. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in note 2, the Company has had no revenues and accumulated deficit of $3,193 since inception. These conditions, among others, raise substantial doubt about the Company's ability to continue as a going concern. Management's plans concerning these matters are also described in the financial statements, which includes the raising of additional equity financing. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ Anton & Chia, LLP Newport Beach, California April 1, 2013 IIM GLOBAL CORP. (FORMERLY: SILVERWOOD ACQUISITION CORPORATION) (A DEVELOPMENT STAGE COMPANY) BALANCE SHEET
ASSETS December 31, December 31, December 31, 2012 2011 ----------- ----------- Current assets Cash $ 150 $ 2,000 ----------- ----------- TOTAL ASSETS $ 150 $ 2,000 =========== =========== LIABILITIES AND STOCKHOLDERS' (deficit)/EQUITY Current liabilities Accrued liabilities $ 350 $ 400 ----------- ----------- Total Liabilities 350 400 ----------- ----------- Stockholders' (Deficit)/Equity Preferred stock, $0.0001 par value, 20,000,000 shares authorized; none issued and outstanding Common Stock; $0.0001 par value, 100,000,000 shares authorized; 1,500,000 and 20,000,000 shares issued and outstanding, respectively 150 2,000 Additional paid-in capital 2,843 943 Deficit accumulated during development stage (3,193) (1,343) ----------- ----------- Total stockholders' (Deficit)/Equity (200) 1,600 TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)/EQUITY $ 150 $ 2,000 =========== =========== The accompanying notes are an integral part of these financial statements
IIM GLOBAL CORP. (FORMERLY: SILVERWOOD ACQUISITION CORPORATION) (A DEVELOPMENT STAGE COMPANY) STATEMENT OF OPERATIONS
For the For the For the period year ended year ended from September 21 December 31, December 31, 2011 (Inception) to 2012 2011 December 31, 22012 ---------- ------------- ---------------- Revenues $ - $ - $ - Cost of revenues - - - ---------- ------------- ------------- Gross profit - - - ---------- ------------- ------------- Operating expenses 1,850 1,343 3,193 ---------- ------------- ------------- Loss before income tax (1,850) (1,343) (3,193) ---------- ------------- ------------- Income tax - - - ---------- ------------- ------------- Net loss $ (1,850) $ (1,343) $ (3,193) =========== ============= ============= Loss per share - basic and diluted $ (0.00) $ (0.00) ---------- ------------- Weighted average shares outstanding 19,443,989 20,000,000 basic and diluted ----------- ------------ The accompanying notes are an integral part of these financial statements
IIM GLOBAL CORP. (FORMERLY: SILVERWOOD ACQUISITION CORPORATION) (A DEVELOPMENT STAGE COMPANY) STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY Common Stock Additional Total ----------------------- paid-in Accumulated Stockholders' Shares Amount Capital deficit Equity ----------- --------- ---------- ---------- ---------- Balance, September 21, 2011 (Inception) - - - - - Common stock issued for cash at $.0001 per share 20,000,000 2,000 - - 2,000 Expenses paid by shareholders - - 943 - 943 Net loss - - - (1,343) (1,343) Balance, December 31, 2011 20,000,000 $ 2,000 $ 943 $(1,343) $ 1,600 ---------------------------------------------------------------- Stockholders' contribution - - 1,900 - 1,900 Redemption of common stock (19,500,000) (1,950) - - (1,950) Issuance of common stock due to change in control 1,000,000 100 - - 100 Net loss - - - (1,850) (1,850) ---------------------------------------------------------------- Balance, December 31, 2012 1,500,000 150 2,843 (3,193) (200) ================================================================ The accompanying notes are an integral part of these financial statements
IIM GLOBAL CORP. (FORMERLY: SILVERWOOD ACQUISITION CORPORATION) (A DEVELOPMENT STAGE COMPANY) STATEMENT OF CASH FLOWS For the Period from For the year September 21, 2011 ended December (Inception) to 31, 2012 December 31, 2012 -------------- ---------------- OPERATING ACTIVITIES Net loss $ (1,850) $ (3,193) Changes in assets and liabilities Accrued liabilities (50) - ------------ ------------ Net cash used in operating activities (1,900) (3,193) ------------ ------------ FINANCING ACTIVITIES Proceeds from the issuance of common stock 100 150 Payments to stockholders (1,950) - Proceeds from stockholders' additional paid-in capital 1,900 2,843 ------------ ------------ Net cash provided by financing activities 50 2,993 ------------ ------------ Net increase (decerase) in cash (1,850) (200) Cash at beginning of period 2,000 - ------------ ------------ Cash at end of period $ 150 $ (200) ============ ============ The accompanying notes are an integral part of these financial statements
NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS NATURE OF OPERATIONS Silverwood Acquisition Corporation ("Silverwood" or "the Company") was incorporated on September 21, 2011 under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. Silverwood has been in the developmental stage since inception and its operations to date have been limited to issuing shares to its original shareholders. Silverwood will attempt to locate and negotiate with a business entity for the combination of that target company with Silverwood. The combination will normally take the form of a merger, stock-for-stock exchange or stock- for-assets exchange. In most instances the target company will wish to structure the business combination to be within the definition of a tax- free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that Silverwood will be successful in locating or negotiating with any target company. Silverwood has been formed to provide a method for a foreign or domestic private company to become a reporting company with a class of securities registered under the Securities Exchange Act of 1934. On December 20, 2012, the shareholders of the corporation and the Board of Directors unanimously approved the change of the Registrant's name to IIM Global Corporation and filed such change with the State of Delaware. The registrant redeemed an aggregate of 19,500,000 of the then 20,000,000 shares of outstanding stock at a redemption price of $.0001 per share for an aggregate redemption price of $1,950. The current officers and directors resigned, and a new officer/director was appointed and elected resulting in the change of control of the Company. BASIS OF PRESENTATION The summary of significant accounting policies presented below is designed to assist in understanding the Company's financial statements. Such financial statements and accompanying notes are the representations of the Company's management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America ("GAAP") in all material respects, and have been consistently applied in preparing the accompanying financial statements. USE OF ESTIMATES The preparation of financial statements in conformity with GAAP 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 periods. Actual results could differ from those estimates. CONCENTRATION OF RISK Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of December 31, 2012 and 2011. INCOME TAXES Under ASC 740, "Income Taxes", deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. LOSS PER COMMON SHARE Basic loss per common share excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the entity. As of December 31, 2012 and 2011, there are no outstanding dilutive securities. FAIR VALUE OF FINANCIAL INSTRUMENTS The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. The Company monitors the market conditions and evaluates the fair value hierarchy levels at least quarterly. For any transfers in and out of the levels of the fair value hierarchy, the Company elects to disclose the fair value measurement at the beginning of the reporting period during which the transfer occurred. NOTE 2 - GOING CONCERN The Company has sustained operating losses since inception. It has an accumulated deficit of $3,193 as of December 31, 2012. The Company's continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations, which it has not been able to accomplish to date, and /or obtain additional financing from its stockholders and/or other third parties. These financial statements have been prepared on a going concern basis, which implies the Company will continue to meet its obligations and continue its operations for the next fiscal year. The continuation of the Company as a going concern is dependent upon financial support from its stockholders, the ability of the Company to obtain necessary equity financing to continue operations, successfully locating and negotiate with a business entity for the combination of that target company with the Company. The registrant anticipates it will enter into a business combination with Innovation in Motion, Inc., a private company operating in two technology fields: the handheld identification market and mobile payment market. The private company has a range of state-of-the-art products in these fields and has begun sales of units. NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS Effective January 2012, the Company adopted ASU No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (ASU 2011-04). ASU 2011-04 represents the converged guidance of the Financial Accounting Standards Board (FASB) and the International Accounting Standards Board (IASB) on fair value measurement. A variety of measures are included in the update intended to either clarify existing fair value measurement requirements, change particular principles requirements for measuring fair value or for disclosing information about fair value measurements. For many of the requirements, the FASB does not intend to change the application of existing requirements under Accounting Standards Codification (ASC) Topic 820, Fair Value Measurements. ASU 2011-04 was effective for interim and annual periods beginning after December 15, 2011. The adoption of this update did not have a material impact on the consolidated financial statements. Effective January 2012, the Company adopted ASU No. 2011-05, Presentation of Comprehensive Income (ASU 2011-05). ASU 2011-05 is intended to increase the prominence of items reported in other comprehensive income and to facilitate convergence of accounting guidance in this area with that of the IASB. The amendments require that all non-owner changes in shareholders' equity be presented in a single continuous statement of comprehensive income or in two separate but consecutive statements. In December 2011, the FASB issued ASU No. 2011-12, Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05 (ASU 2011-12). ASU 2011-12 defers the provisions of ASU 2011-05 that require the presentation of reclassification adjustments on the face of both the statement of income and statement of other comprehensive income. Amendments under ASU 2011-05 that were not deferred under ASU 2011-12 will be applied retrospectively for fiscal years, and interim periods within those years, beginning after December 15, 2011. The adoption of this update did not have a material impact on the consolidated financial statements. In December 2011, the FASB issued ASU No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities (ASU 2011-11). The amendments in ASU 2011-11 require the disclosure of information on offsetting and related arrangements for financial and derivative instruments to enable users of its financial statements to understand the effect of those arrangements on its financial position. Amendments under ASU 2011-11 will be applied retrospectively for fiscal years, and interim periods within those years, beginning after January 1, 2013. The Company is evaluating the effect, if any, adoption of ASU 2011-11 will have on its consolidated financial statements. In February 2013, the FASB issued ASU No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive (ASU 2013-02). This guidance is the culmination of the FASB's deliberation on reporting reclassification adjustments from accumulated other comprehensive income (AOCI). The amendments in ASU 2013-02 do not change the current requirements for reporting net income or other comprehensive income. However, the amendments require disclosure of amounts reclassified out of AOCI in its entirety, by component, on the face of the statement of operations or in the notes thereto. Amounts that are not required to be reclassified in their entirety to net income must be cross-referenced to other disclosures that provide additional detail. This standard is effective prospectively for annual and interim reporting periods beginning after December 15, 2012. The Company is evaluating the effect, if any; the adoption of ASU 2013-02 will have on its consolidated financial statements. NOTE 4 STOCKHOLDER'S (DEFICIT) / EQUITY The Company is authorized to issue 100,000,000 shares of common stock and 20,000,000 shares of preferred stock. As of December 31, 2012, 1,500,000 shares of common stock and no preferred stock were issued and outstanding. On December 20, 2012, the registrant redeemed an aggregate of 19,500,000 of the then 20,000,000 shares of outstanding stock at a redemption price of $.0001 per share for an aggregate redemption price of $1,950. On December 21, 2012, IIM Global Corporation (formerly Silverwood Acquisition Corporation) (the "Registrant" or the "Company") 1,000,000 shares were issued to the new officer of the company at $.0001 representing 67% of the total outstanding 1,500,000 shares of common stock. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. IIM GLOBAL CORPORATION Formerly Silverwood Acquisition COrporation By: /s/ David S. Jones President Principal executive officer Dated: April 1, 2013 By: /s/ David S. Jones Principal financial officer Dated: April 1, 2013 Pursuant to the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. NAME OFFICE DATE /s/ David S. Jones Director April 1, 2013
EX-31 2 exh31kiimglobalceocfo.txt EXHIBIT 31 CERTIFICATION PURSUANT TO SECTION 302 I,David Jones, certify that: 1. I have reviewed this Form 10-K of IIM Global Corporation. 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 presented 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 13a-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 the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; 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 evaluations; and d) Disclosed in this report any change in the registrant's internal control over financial 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, to the registrant's auditors and the audit committee of 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 involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: April 1, 2013 /s/ David Jones Chief Executive Officer and Chief Financial Officer EX-32 3 ex32iimglobal10kceocfo.txt EXHIBIT 32 CERTIFICATION PURSUANT TO SECTION 906 Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, the undersigned officer of IIM Global Corporation (the "Company"), hereby certify to my knowledge that: The Report on Form 10-K for the yeaer ended December 31, 2012 of the Company fully complies, in all material respects, with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Report fairly represents, in all material respects, the financial condition and results of operations of the Company. A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. /s/ David Jones Chief Executive Officer Chief Financial Officer Date: April 1, 2013