As filed with the Securities and Exchange Commission on November 8, 2010
Registration No. __________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
ACROBOO, INC.
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(Name of small business issuer in its charter)
NEVADA 7389 27-3074682
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(State or other Jurisdiction of (Primary Standard (I.R.S. Employer
Incorporation or Organization) Industrial Identification No.)
Classification
Number)
3000 Bayport Drive, Suite 250, Tampa, Florida 33607
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(Address of Principal Executive Offices) (Zip Code)
Dan Furlong
3000 Bayport Drive, Suite 250
Tampa, Florida 33607
Telephone: (813) 637-6900
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(Name, address and telephone number of agent for service)
Copies to:
Thomas C. Cook, Esq.
Law Offices of Thomas C. Cook
500 N. Rainbow, Suite 300
Las Vegas, NV 89107
Phone: (702) 221-1925
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Fax: (702) 221-1963
Approximate date of proposed commencement of sale to the public: As soon as practicable after the Registration Statement becomes effective.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box: [ ]
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
Indicate by checkmark 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," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
[ ] Large accelerated filer [ ] Accelerated filer
[ ] Non-accelerated filer [X] Smaller reporting company
(Do not check if a
smaller reporting Company)
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box: [ ]
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TITLE OF EACH PROPOSED PROPOSED
CLASS OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE PER OFFERING REGISTRATION
REGISTERED RESISTERED SHARE(1) PRICE(1) FEE
Common stock
$0.001 par value 1,602,096(1) $0.02(2) $32,041.92 $ 2.28
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TOTAL 1,602,096 N/A $32,041.92 $ 2.28
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(1) The shares included herein are being distributed to the stockholders of Jagged Peak, Inc. Jagged Peak shareholders will not be charged or assessed for AcroBoo, Inc. Common Stock, and Jagged Peak shareholders will receive no consideration for the distribution of the foregoing shares in the spin-off.
(2) There currently exists no market for AcroBoo, Inc.'s Common Stock. Although the registrant's common stock has a par value of $0.001, the registrant believes that the calculations offered pursuant to Rule 457(f)(2) are not applicable and, as such, the registrant has valued the common stock, in good faith and for purposes of the registration fee, based on $0.02 per share. In the event of a stock split, stock dividend or similar transaction involving our common stock, the number of shares registered shall automatically be increased to cover the additional shares of common stock issuable pursuant to Rule 416 under the Securities Act of 1933, as amended.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED ________, 2010
AcroBoo, Inc.
1,602,096 shares of common stock
This prospectus relates to the distribution by dividend to all of the original stockholders of Jagged Peak, 1,602,096 shares of Jagged Peak's common stock (the "Distribution"). AcroBoo, Inc. is not selling any shares of common stock in this distribution and therefore will not receive any proceeds from this distribution. All costs associated with this registration will be borne by AcroBoo, Inc.
AcroBoo, Inc. is currently a wholly-owned subsidiary of Jagged Peak and after the distribution Jagged Peak and AcroBoo will be an independent companies.
Subject to the Notice of Effectiveness of this Registration Statement, the holders of Jagged Peak common stock will receive one share of AcroBoo, Inc. Class A Common Stock for every ten shares of Jagged Peak common stock that they hold. Following the Distribution, Jagged Peak will not own any shares of AcroBoo, Inc.
You may be required to pay income tax on all or a portion of the value of the shares of AcroBoo, Inc. Class A Common Stock received by you in connection with this Distribution.
Currently, no public market exists for AcroBoo, Inc. common stock and a public market may not develop, or, if any market does develop, it may not be sustained. Our common stock is not quoted on any exchange or in the over-the-counter market. After this Registration Statement becomes effective, we expect to have an application filed with the Financial Industry Regulatory Authority (FINRA) for our common stock to be eligible for quotation on the OTC-Bulletin Board. There are no assurance that our application for quotation will be accepted by FINRA. Until our common stock is quoted on the OTC-BB, the offering will be made at $0.02 per share and thereafter at prevailing market prices or privately negotiated prices.
We are considered a shell company, the purchase of the securities offered through this prospectus involves a high degree of risk.
No underwriter or person has been engaged to facilitate the Distribution in this offering.
The U. S. Securities and Exchange Commission and state securities regulators have not approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is ___________, 2010.
PAGE
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Part I
PROSPECTUS SUMMARY...................................................... 3
SUMMARY OF DISTRIBUTION................................................. 3
QUESTIONS AND ANSWERS ABOUT THE SPIN-OFF................................ 5
FORWARD-LOOKING STATEMENTS.............................................. 6
THE SPIN-OFF AND PLAN OF DISTRIBUTION.................................. 6
SUMMARY FINANCIAL INFORMATION...........................................10
RISK FACTORS............................................................10
RISK FACTORS RELATING TO OUR COMPANY....................................11
RISK FACTORS RELATING TO OUR COMMON SHARES..............................16
CAPITALIZATION .........................................................19
CERTAIN MARKET INFORMATION..............................................20
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION...............20
DESCRIPTION OF BUSINESS.................................................23
LEGAL PROCEEDINGS.......................................................28
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS............29
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES..........................31
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..........................31
SECURITY OWNERSHIP OF CERTAIN BENEFICAL OWNERS AND MANAGEMENT...........32
THE DISTRIBUTION........................................................34
MANNER OF EFFECTING THE DISTRIBUTION....................................35
FEDERAL INCOME TAX CONSIDERATIONS.......................................41
FEDERAL SECURITIES LAWS CONSEQUENCES....................................43
DESCRIPTION OF SECURITIES...............................................43
SHARES ELIGIBLE FOR FUTURE SALE.........................................44
DIVIDEND POLICY.........................................................47
TRANSFER AGENT..........................................................47
LEGAL MATTERS...........................................................47
EXPERTS.................................................................47
WHERE YOU CAN FIND MORE INFORMATION.....................................49
FINANCIAL STATEMENTS....................................................49
Part II
INDEMNIFICATION OF DIRECTORS AND OFFICERS.............................II-1
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION...........................II-2
RECENT SALES OF UNREGISTERED SECURITIES...............................II-2
EXHIBITS..............................................................II-3
UNDERTAKINGS..........................................................II-3
POWER OF ATTORNEY.....................................................II-5
SIGNATURES............................................................II-6
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The following summary highlights selected information contained in this prospectus. Before making an investment decision, you should read the entire prospectus carefully, including the "Risk Factors" section, the financial statements and the notes to the financial statements.
The Company was organized June 14, 2010 (Date of Inception) under the laws of the State of Nevada, as AcroBoo, Inc. ("AcroBoo"). The Company was incorporated as a subsidiary of Jagged Peak, Inc. ("Jagged Peak"), a Nevada corporation.
Jagged Peak, Inc. is a global provider of enterprise commerce, demand management, and fulfillment logistics solutions and services. The Company's flagship product, EDGE (E-business Dynamic Global Engine), is a completely web-based software application that enables companies to automate and optimize order management, inventory and fulfillment business processes across multiple distribution points, customers, suppliers, and partners in real-time. Jagged Peak serves global clients in multiple industry segments including financial services, insurance, pharmaceutical, travel and tourism, automotive, manufacturing, and consumer goods. For more information, visit www.jaggedpeak.com.
The Jagged Peak's board of directors, and the four largest shareholders, who are also board members, own approximately 66 percent of the issued and outstanding shares. They decided it was in the best interest of Jagged Peak and AcroBoo, Inc. shareholders to spin-off AcroBoo, Inc., in order to allow both companies to focus on their different business plans.
AcroBoo, Inc. is a wholly-owned subsidiary of Jagged Peak incorporated on June 14, 2010. The board of directors of Jagged Peak approved, subject to the effectiveness of a registration with the U. S. Securities and Exchange Commission, a spin-off to Company shareholders on one-to-one basis for every share of Jagged Peak common stock, par value $0.001 owned. The Jagged Peak stock dividend will be based on 16,020,961 shares of Jagged Peak common stock issued and outstanding as of the record date.
The shares of AcroBoo, Inc. are owned by Jagged Peak, who will distribute the AcroBoo, Inc. shares once the Form S-1 is effective with the U. S. Securities and Exchange Commission. The shares will be distributed by Pacific Stock Transfer Co., Las Vegas, Nevada, which acts as our transfer agent. Jagged Peak will retain no ownership in AcroBoo, Inc. following the spin-off. Further, AcroBoo, Inc. will no longer be a subsidiary of Jagged Peak.
Following the Distribution, Jagged Peak may seek to expand its operations through the acquisition of additional businesses. Any potential acquired additional businesses may be outside the current field of operations of Jagged Peak. Jagged Peak may not be able to identify, successfully integrate or profitably manage any such businesses or operations. Currently, Jagged Peak has no plans, proposals or arrangements, either orally or in writing, regarding any proposed acquisitions and is not considering any potential acquisitions.
The board of directors and management of Jagged Peak believe that the Distribution is in the best interests of Jagged Peak and its stockholders. Jagged Peak believes that the Distribution will enhance value for Jagged Peak stockholders and that the spin-off its e-commerce and supply chain solutions provider into AcroBoo, Inc. may provide greater access to capital by allowing the financial community to focus solely on each business entity as a stand alone company. This may help provide the different businesses as a stand-alone company to more easily be able to obtain financing from third parties. Jagged Peak' is focused on its fulfillment logistics business, whereby AcroBoo, Inc. will focus its business on e-commerce.
Why AcroBoo, Inc. Sent This Document To You
AcroBoo, Inc. sent you this document because you were an owner of Jagged Peak common stock on [date] __, 2010. You will be entitled to receive a Distribution of one (1) share of Common Stock of AcroBoo, Inc., a wholly-owned subsidiary of Jagged Peak, Inc., for every ten (10) shares of Jagged Peak you own. No action is required on your part to participate in the Distribution and you do not have to pay cash or other consideration to receive your Jagged Peak shares.
This document describes AcroBoo, Inc.'s business, the relationship between Jagged Peak and AcroBoo, Inc., and how this transaction benefits Jagged Peak and its stockholders, and provides other information to assist you in evaluating the benefits and risks of holding or disposing of the shares of AcroBoo, Inc. stock you will receive as part of this Distribution. You should be aware of certain risks relating to the Distribution and AcroBoo, Inc.'s business, which are described in this document beginning on page 10.
Questions And Answers About The Spin-Off
Q. How Many AcroBoo, Inc. Shares Will I Receive?
A. AcroBoo, Inc. will distribute to you one (1) share of our common stock for every ten (10) shares of Jagged Peak you owned on [date] ____, 2010 the record date.
Q. What Are Shares Of AcroBoo, Inc. Worth?
A. The value of our shares will be determined by their trading price after the spin-off. We do not know what the trading price will be and we can provide no assurances as to value. After the spin-off, our shares will not be listed on any stock exchange. We have not started the process of working with a broker dealer to submit our application to be listed on the OTC- Bulletin Board.
Q. What Is The History Of The Parent Company?
A. Jagged Peak was incorporated on September 14, 2001. Jagged Peak is a global provider of enterprise commerce, demand management, and fulfillment logistics solutions and services. The Company's flagship product, EDGE (E-business Dynamic Global Engine), is a completely web-based software application that enables companies to automate and optimize order management, inventory and fulfillment business processes across multiple distribution points, customers, suppliers, and partners in real-time. Jagged Peak serves global clients in multiple industry segments including financial services, insurance, pharmaceutical, travel and tourism, automotive, manufacturing, and consumer goods. For more information, visit www.jaggedpeak.com.
Q. What Do I Have To Do To Receive My AcroBoo, Inc.'s Shares?
A. No action is required by you. You do not need to pay any money or surrender your Jagged Peak common shares to receive our common shares. Our transfer agent will mail your AcroBoo, Inc. common shares to your record address as of the record date.
Q. When Can I Expect To Receive My Spin-off Shares in AcroBoo, Inc.?
A. Subject to the Notice of Effectiveness of this Registration Statement, by the U. S. Securities & Exchange Commission, our transfer agent will mail you a share certificate representing your shares. If you are not a record holder of Jagged Peak stock because your shares are held on your behalf by your stockbroker or other nominee, your shares of Jagged Peak Common Stock should be credited to your account with your stockbroker or nominee following the effectiveness of AcroBoo, Inc.'s registration statement.
This prospectus contains statements that plan for or anticipate the future. Forward-looking statements include statements about our future business plans and strategies, and most other statements that are not historical in nature. In this prospectus, forward-looking statements are generally identified by the words "anticipate," "plan," "believe," "expect," "estimate," and the like. Although we believe that any forward-looking statements we make in this prospectus are reasonable, because forward-looking statements involve future risks and uncertainties, there are factors that could cause actual results to differ materially from those expressed or implied.
AcroBoo, Inc. was incorporated in Nevada on June 14, 2010 as a wholly-owned subsidiary of Jagged Peak. AcroBoo is an e-commerce and supply chain solutions and services provider. Acroboo is built on an OMS software platform that empowers multi-national corporations to successfully sell online and through other sales channels at multiple distribution points. While managing our own online stores, we were often approached by companies who needed help establishing an online presence. We leverage our knowledge and infrastructure to offer services to assist other retailers expand their sales channel to the Web. Our services have evolved to include online retailing, e-channel development, e-marketing, and brand protection solutions. AcroBoo plans to search for new solutions that harness the power of the Internet to help companies drive revenue and expand their business. The company takes possession of inventory and generates most of its revenues based on product sales or a percentage of the customers' sales.
Our principal offices are currently located at 3000 Bayport Drive, Suite 250, Tampa, Florida 33607. Our telephone number is (813) 637-6900.
Distributing Company Jagged Peak, a Nevada corporation. As used
in this prospectus, the term Jagged Peak
includes Jagged Peak, Inc. unless the context
otherwise requires.
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Distributed Company AcroBoo, Inc., a Nevada corporation
As used in this prospectus, the terms
AcroBoo, Inc., the Company, we, our, us
and similar terms mean AcroBoo, Inc.
AcroBoo Shares Jagged Peak will distribute to AcroBoo
to be Distributed stockholders an aggregate of 1,602,096 shares
of Common Stock, $0.001 par value per share,
of AcroBoo, Inc.. The shares of AcroBoo, Inc.
Common Stock distributed will constitute 100%
of the AcroBoo, Inc. Common Stock outstanding
after the Distribution. Immediately following
the Distribution, Jagged Peak will not own any
shares of AcroBoo Common Stock, and AcroBoo
will be an independent public company.
Record Date If you own Jagged Peak shares at the close
of business on [date], 2010 (the "Record Date"),
then you will receive AcroBoo, Inc. Common
Stock in the Distribution.
Distribution Date You will receive your AcroBoo, Inc.,
stock certificate from our transfer agent.
The stock certificate will be mailed to you after
our Registration Statement becomes effective.
If you are not a record holder of Jagged Peak
stock because such shares are held on your behalf
by your stockbroker or other nominee, your AcroBoo
Common Stock should be credited to your account
with your stockbroker or other nominee after the
Distribution date. Following the Distribution,
you may request physical stock certificates if
you wish, and instructions for making that
request will be furnished with your account
statement.
Distribution On the Distribution Date, the Distribution agent
identified below will begin distributing
certificates representing our Common Stock
to Jagged Peak stockholders. You will not be
required to make any payment or take any other
action to receive your shares of our Common Stock.
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Distribution Ratio Jagged Peak will distribute to AcroBoo, Inc.
stockholders an aggregate of 1,602,096 shares of
Common Stock of AcroBoo, based on 16,020,961 shares&
Jagged Peak outstanding on the record date.
Therefore, for every ten shares of Jagged Peak
common stock that you own of record on [date], 2010
you will receive one share of AcroBoo, Inc.
Company Common Stock. Any resulting fractional
shares shall be rounded up to a whole share. Any
shareholder who owns nine (9) or fewer common shares
will receive one (1) share of AcroBoo.
Distribution Agent Pacific Stock Transfer Co. Their address is:
4045 South Spencer Street, Suite 403, Las Vegas, NV
89119. Their telephone number is: (702) 361-3033
Transfer Agent and Pacific Stock Transfer Co. Their address is:
Registrar for the Jagged 4045 South Spencer Street, Suite 403, Las Vegas, NV
Peak Shares 89119. Their telephone number is: (702) 361-3033.
Trading Market Our stock is not quoted on any exchange.
Dividend Policy Jagged Peak has not paid cash dividends in the
past, and we anticipate that following the
Distribution neither Jagged Peak nor AcroBoo
will pay cash dividends. However, no formal action
has been taken with respect to future dividends,
and the declaration and payment of dividends by
Jagged Peak and AcroBoo, Inc. will be at the sole
discretion of their respective boards of directors.
Risk Factors The Distribution and ownership of our Common Stock
involve various risks. You should read carefully
the factors discussed under "Risk Factors"
beginning on page 10. Several of the most
significant risks of the Distribution include
o The Distribution may cause the price of
Jagged Peak Common Stock to decline.
o There has not been a prior trading market
for AcroBoo, Inc. Common Stock and a
trading market for our Common Stock may
not develop.
o The Distribution of Jagged Peak Common
Stock may result in tax liability to
you.
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o Jagged Peak and/or AcroBoo, Inc.
may in the future, sell or issue
unregistered convertible securities
which are convertible into common
shares of their common stock without
limitations on the number of common
shares the securities are convertible into,
which could dilute the value of your
holdings and could have other negative
impacts on your investment.
Federal Income Tax Jagged Peak and AcroBoo, Inc. do not intend for
Consequences the Distribution to be tax-free for U.S. federal
income tax purposes. You may be required to pay
income tax on the value of your shares of AcroBoo
Common Stock. You are advised to consult your own
tax advisor as to the specific tax consequences of
the Distribution.
Our Relationship with After the Distribution, Jagged Peak and AcroBoo
Jagged Peak after will have different management and directors
the Distribution and Jagged Peak will have no ownership in AcroBoo
Board of Directors of After the Distribution, AcroBoo, Inc.,
AcroBoo is expected to have an initial board of one director.
The initial directors will serve a one-year term.
Mr. Dan Furlong, an officer and the second largest
shareholder of Jagged Peak has been identified
to serve on the initial board of AcroBoo,Inc.
Management of AcroBoo Mr. Furlong will serve as Chairman of the Board
of AcroBoo, Inc. and will also serve
as President and Chief Executive Officer of
AcroBoo, Inc. Mr. Furlong will provide services
to AcroBoo, Inc. on a part-time basis.
Stockholder Inquiries Any persons having inquiries relating to the
Distribution should contact the Shareholder
Services department of the distribution agent at
(702) 361-3033 or AcroBoo, Inc., in writing at
AcroBoo, Inc., 3000 Bayport Drive, Suite 250,
Tampa, Florida 33607 or by telephone at
(813) 637-6900.
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From Inception
(June 14, 2010)to
September 30, 2010
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Statement of Operations Data:
Revenues $ -
Net Loss $ (4,575)
Net Loss Per Common Share - Basic and Diluted $ (0.00)
Balance sheet data:
September 30, 2010
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Working Capital $ 0
Total Assets $ 0
Additional paid-in capital $ 4,575
Deficit accumulated during development stage $ (4,575)
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All parties and individuals reviewing this Form S-1 and considering us as an investment should be aware of the financial risk involved. When deciding whether to invest or not, careful review of the risk factors set forth herein and consideration of forward-looking statements contained in this registration statement should be adhered to. Prospective investors should be aware of the difficulties encountered as we face all the risks including competition, and the need for additional working capital. If any of the following risks actually occur, our business, financial condition, results of operations and prospects for growth would likely suffer. As a result, you could lose all or part of your investment.
You should read the following risk factors carefully before purchasing our common stock.
1. SINCE WE ARE A DEVELOPMENT COMPANY, AND WE HAVE NOT GENERATED ANY REVENUES, THERE IS NO ASSURANCE THAT OUR BUSINESS PLAN WILL EVER BE SUCCESSFUL.
Our company was incorporated on June 14, 2010, we are a spin-off of Jagged Peak. We have realized no revenues. We are considered a shell company. We have no solid operating history upon which an evaluation of our future prospects can be made. Based upon current plans, we expect to incur operating losses in future periods as we incur significant expenses associated with the initial startup of our business. Further, there are no assurances that we will be successful in realizing revenues or in achieving or sustaining positive cash flow at any time in the future. Any such failure could result in the possible closure of our business or force us to seek additional capital through loans or additional sales of our equity securities to continue business operations, which would dilute the value of any shares you purchase in this Distribution.
2. IF OUR BUSINESS PLAN IS NOT SUCCESSFUL, WE MAY NOT BE ABLE TO CONTINUE OPERATIONS AS A GOING CONCERN AND OUR STOCKHOLDERS MAY LOSE THEIR ENTIRE INVESTMENT IN US.
As discussed in the Notes to Financial Statements included in this Registration Statement, at September 30, 2010 we had no working capital, no assets, and no stockholders' equity. In addition, we had a net loss of approximately $(4,575) for the period from inception (June 14, 2010) to September 30, 2010.
These factors raise substantial doubt that we will be able to continue operations as a going concern, and our independent auditors included an explanatory paragraph regarding this uncertainty in their report on our financial statements for the period from inception (June 14, 2010) to September 30, 2010. Our ability to continue as a going concern is dependent upon our generating cash flow sufficient to fund operations and reducing operating expenses. Our business plans may not be successful in addressing these issues. If we cannot continue as a going concern, our stockholders may lose their entire investment in us.
3. WE EXPECT LOSSES IN THE FUTURE BECAUSE WE HAVE GENERATED NO REVENUE.
We have generated no revenues to date, we expect losses over the next twelve
(12) months based on the expenses associated in executing our business plan.
We cannot guarantee that we will ever be successful in generating significant
revenues in the future. We recognize that if we are unable to generate
significant revenues, we will not be able to earn profits or continue
operations as a going concern. There is no history upon which to base any
assumption as to the likelihood that we will prove successful, and we can
provide investors with no assurance that we will generate any operating
revenues or ever achieve profitable operations.
4. WE HAVE NO OPERATING HISTORY AS AN INDEPENDENT PUBLIC COMPANY AND WE MAY BE UNABLE TO OPERATE PROFITABLY AS A STAND-ALONE COMPANY.
AcroBoo, Inc. does not have an operating history as an independent public company. Historically, since the businesses that comprise each of Jagged Peak and AcroBoo, Inc. have been under one ultimate parent, they have been able to rely, to some degree, on the earnings, assets, and cash flow of each other for capital requirements. After the Distribution, AcroBoo, Inc. will be an independent company, unable to rely on Jagged Peak. Following the Distribution, AcroBoo, Inc. will maintain its own credit and banking relationships and perform its own financial and investor relations functions. AcroBoo, Inc. may not be able to successfully put in place the financial, administrative and managerial structure necessary to operate as fully reporting independent public company, and the development of such structure will require a significant amount of management's time and other resources.
5. SINCE OUR OFFICER WORKS FOR US PART TIME, HIS OTHER ACTIVITIES COULD SLOW DOWN OUR OPERATIONS.
Mr. Dan Furlong, our sole officer, does not work for us exclusively and does not devote all of his time to our operations. Therefore, it is possible that a conflict of interest with regard to his time may arise based on his employment in other activities. His other activities will prevent him from devoting full-time to our operations which could slow our operations and may reduce our financial results because of the slow down in operations.
Mr. Dan Furlong, the President and Director of the company, plans to devote approximately 15-20 hours per week to company matters. The responsibility of developing the company's business, the Distribution of the shares through this prospectus and fulfilling the reporting requirements of a public company all fall upon Mr. Furlong. We have not formulated a plan to resolve any possible conflict of interest with her other business activities. Mr. Mr. Furlong intends to limit his role in his other business activities and devote more of his time to AcroBoo, Inc. after we attain a sufficient level of revenue and are able to provide sufficient officers' salaries per our business plan. In the event she is unable to fulfill any aspect of his duties to the company we may experience a shortfall or complete lack of sales resulting in little or no profits and eventual closure of the business.
6. OUR SOLE OFFICER, MR. DAN FURLONG, HAS NO PRIOR EXPERIENCE IN RUNNING A FULLY REPORTING COMPANY.
Our sole executive officer has no experience in operating a fully reporting company prior to AcroBoo, Inc.. Prior to this position, he served as Chief Sales and Marketing Officer of Jagged Peak, Inc. Due to his lack of experience, our executive officer may make wrong decisions and choices regarding key decisions on behalf of the Company. Consequently, our Company may suffer irreparable harm due to management's lack of experience in this industry.
7. OUR BUSINESS MAY REQUIRE ADDITIONAL CAPITAL AND IF WE DO OBTAIN ADDITIONAL FINANCING OUR THEN EXISTING SHAREHOLDERS MAY SUFFER SUBSTANTIAL DILUTION.
We may require additional capital to finance our growth, purchase technologies and build our infrastructure. Our capital requirements may be influenced by many factors, including:
o the demand for our products and services;
o the timing and extent of our investment in new technology;
o the level and timing of revenue;
o the expenses of sales and marketing and new product development;
o the cost of facilities to accommodate a growing workforce;
o the extent to which competitors are successful in developing new
products and increasing their market shares; and
o the costs involved in maintaining and enforcing intellectual property
rights.
To the extent that our resources are insufficient to fund our future activities, we may need to raise additional funds through public or private financing. However, additional funding, if needed, may not be available on terms attractive to us, or at all. Our inability to raise capital when needed could have a material adverse effect on our business, operating results and financial condition. If additional funds are raised through the issuance of equity securities, the percentage ownership of our company by our current shareholders would be diluted.
8. WE MAY NOT BE ABLE TO RAISE SUFFICIENT CAPITAL OR GENERATE ADEQUATE REVENUE TO MEET OUR OBLIGATIONS AND FUND OUR OPERATING EXPENSES.
Failure to raise adequate capital and generate adequate sales revenues to meet our obligations and develop and sustain our operations could result in reducing or ceasing our operations. Additionally, even if we do raise sufficient capital and generate revenues to support our operating expenses, there can be no assurances that the revenue will be sufficient to enable us to develop business to a level where it will generate profits and cash flows from operations. These matters raise substantial doubt about our ability to continue as a going concern. Our independent auditors currently included an explanatory paragraph in their report on our financial statements regarding concerns about our ability to continue as a going concern.
9. MANY OF OUR CURRENT AND POTENTIAL COMPETITORS HAVE SIGNIFICANTLY GREATER RESOURCES THAN WE DO, AND THEREFORE WE MAY BE AT A DISADVANTAGE IN COMPETING WITH THEM.
We compete with other supply chain software vendors, including SAP, Oracle Corporation, JDA Software Group, SAP AG, Infor, Inc., Manhattan Associates, Lawson Software Inc. and others. Some of our current and potential competitors have significantly greater financial, marketing, technical and other competitive resources than we do, as well as greater name recognition and a larger installed base of clients. The e-commerce software market has experienced significant consolidation. This consolidation has included numerous mergers and acquisitions, including takeovers such as the Oracle acquisitions of PeopleSoft, Retek, ProfitLogic, Inc., 360 Commerce, Siebel Systems, Inc. and Global Logistics Technologies, Inc.; SAP AG's acquisitions of Triversity, Inc. and Khimetics. Inc.; and JDA Software's acquisition of Manugistics Group and i2 Technologies. It is difficult to estimate what long term effect these acquisitions will have on our competitive environment. We have encountered competitive situations where we suspect that large competitors, in order to encourage customers to purchase licenses of non-retail specific applications and gain retail market share, have also offered to license at no charge certain retail software applications that compete with our solutions. If competitors such as Oracle and SAP AG and other large private companies are willing to license their retail and/or other applications at no charge, this may result in a more difficult competitive environment for our products.
In addition, we could face competition from large, multi-industry technology companies that have historically not offered an enterprise solution set to the retail supply chain market. We cannot guarantee that we will be able to compete successfully for customers against our current or future competitors, or that competition will not have a material adverse effect on our business, operating results and financial condition. Also, some prospective buyers are reluctant to purchase applications that could have a short lifespan, due to an acquisition resulting in the application's life being abruptly cut short. In addition, increased competition and consolidation in these markets is likely to result in price reductions, reduced operating margins and changes in market share, any one of which could adversely affect us. If customers or prospects want to reduce the number of their software vendors, they may elect to purchase competing products from a larger vendor than us since those larger vendors offer a wider range of products. Furthermore, certain of these larger vendors, such as Oracle, may be capable of bundling their software with their database applications, which underlie a significant portion of our installed applications. When we compete with these larger vendors for new customers, we believe that these larger businesses often attempt to use their size as a competitive advantage against us.
Many of our competitors have well-established relationships with our current and potential clients and have extensive knowledge of our industry. As a result, they may be able to adapt more quickly to new or emerging technologies and changes in client requirements or to devote greater resources to the development, promotion and sale of their products than we can. Some competitors have become more aggressive with their prices and payment terms and issuance of contractual implementation terms or guarantees. We may be unable to continue to compete successfully with new and existing competitors without lowering prices or offering other favorable terms. Furthermore, potential customers may consider outsourcing options, including application service providers, data center outsourcing and service bureaus, as alternatives to licensing our software products. Any of these factors could materially impair our ability to compete and have a material adverse effect on our operating performance and financial condition.
10. DISRUPTIONS IN THE FINANCIAL AND CREDIT MARKETS, THE CONTINUING ECONOMIC DOWNTURN, AND OTHER EXTERNAL INFLUENCES IN THE U.S. AND GLOBAL MARKETS MAY REDUCE DEMAND FOR OUR SOFTWARE AND RELATED SERVICES, WHICH MAY NEGATIVELY AFFECT OUR REVENUES AND OPERATING RESULTS.
Our revenues and profitability will depend on the overall demand for our software, professional services and maintenance. Regional and global changes in the economy and financial markets, such as the current severe global economic downturn, have resulted in companies reducing their spending for technology projects generally and delaying or reconsidering potential purchases of our products and related services. Adverse conditions in credit markets, reductions in consumer confidence and spending, the fluctuating cost of fuel and commodities and their effects on the U.S. and global economies and markets are examples of negative changes that have delayed or canceled certain potential customer purchases. Recent weakness in European economies may adversely affect demand for our products and services, both directly and by adversely affecting business conditions that our customers face, as many of our U.S. customers rely heavily on European sales. There can be no assurance that government responses to the disruptions in the financial markets or to weakening economies will restore confidence, stabilize markets or increase liquidity and the availability of credit.
These economic and political conditions may reduce the willingness or ability of our prospective customers to commit funds to purchase our products and services or to renew post-contract support agreements, or their ability to pay for our products and services after purchase. These conditions would have a significant negative impact on our revenues and operating results.
11. IF OUR PRODUCTS ARE NOT ABLE TO DELIVER QUICK, DEMONSTRABLE VALUE TO OUR CUSTOMERS, OUR BUSINESS COULD BE SERIOUSLY HARMED.
Enterprises are requiring application software programs to provide faster returns on their technology investments. We must improve the speed of our implementations and the pace at which our products deliver value or our competitors may gain important strategic advantages over us. If we cannot successfully respond to these market demands, or if our competitors respond more successfully than we do, our business, results of operations and financial condition could be materially and adversely affected.
12. IF WE DO NOT MAINTAIN SOFTWARE PERFORMANCE ACROSS ACCEPTED PLATFORMS AND OPERATING ENVIRONMENTS, OUR LICENSE AND SERVICES REVENUE COULD BE ADVERSELY AFFECTED.
The markets for our software products are characterized by rapid technological change, evolving industry standards, changes in customer requirements and frequent new product introductions and enhancements. We need to evaluate new technologies and implement advanced technology into our products. However, if in our product development efforts we fail to accurately address, in a timely manner, evolving industry standards, new technology advancements or important third-party interfaces or product architectures, sales of our products and services will suffer.
Market acceptance of new platforms and operating environments may require us to undergo the expense of developing and maintaining compatible product lines. We can license our software products for use with a variety of popular industry standard relational database management system platforms using different programming languages and underlying databases and architectures. There may be future or existing relational database platforms that achieve popularity in the marketplace and that may or may not be architecturally compatible with our software product design. In addition, the effort and expense of developing, testing, and maintaining software product lines will increase as more hardware platforms and operating systems achieve market acceptance within our target markets. Moreover, future or existing user interfaces that achieve popularity within the business application marketplace may or may not be architecturally compatible with our current software product design. If we do not achieve market acceptance of new user interfaces that we support, or adapt to popular new user interfaces that we do not support, our sales and revenue may be adversely affected. Developing and maintaining consistent software product performance characteristics across all of these combinations could place a significant strain on our resources and software product release schedules, which could adversely affect revenues and results of operations.
13. IMPLEMENTATION OF OUR PRODUCTS CAN BE COMPLEX, TIME-CONSUMING AND EXPENSIVE, CUSTOMERS MAY BE UNABLE TO IMPLEMENT OUR PRODUCTS SUCCESSFULLY, AND WE MAY BECOME SUBJECT TO WARRANTY OR PRODUCT LIABILITY CLAIMS, WHICH COULD BE COSTLY TO RESOLVE AND RESULT IN NEGATIVE PUBLICITY.
Our products must integrate with the many existing computer systems and software programs of our customers. This can be complex, time-consuming and expensive, and may cause delays in the deployment of our products. Our customers may be unable to implement our products successfully or otherwise achieve the benefits attributable to our products. Although we test each of our new products and product enhancement releases and evaluate and test the products we obtain through acquisitions before introducing them to the market, there may still be significant errors in existing or future releases of our software products, with the possible result that we may be required to expend significant resources in order to correct such errors or otherwise satisfy customer demands. In addition, defects in our products or difficulty integrating our products with our customers' systems could result in delayed or lost revenues, warranty or other claims against us by customers or third parties, adverse customer reaction and negative publicity about us or our products and services or reduced acceptance of our products and services in the marketplace, any of which could have a material adverse effect on our reputation, business, results of operations and financial condition.
14. IF WE ARE UNABLE TO ATTRACT KEY EMPLOYEES, WE MAY BE UNABLE TO SUPPORT THE GROWTH OF OUR BUSINESS.
Successful execution of our business strategy depends, in large part, on our ability to attract and retain qualified employees and other personnel with the skills and qualifications necessary to fully execute our programs and strategy. Competition for talent among companies in the our industry is intense and we cannot assure you that we will be able to continue to attract or retain the talent necessary to support the growth of our business.
15. OUR FOUR LARGEST SHAREHOLDERS OWN APPROXIMATELY 66 PERCENT OF THE CONTROLLING INTEREST IN OUR VOTING STOCK AND INVESTORS WILL NOT HAVE ANY VOICE IN OUR MANAGEMENT, WHICH COULD RESULT IN DECISIONS ADVERSE TO OUR GENERAL SHAREHOLDERS.
Our five largest shareholders, beneficially have the right to vote approximately 66 percent of our outstanding common stock. As a result, these shareholders will have the ability to control substantially all matters submitted to our stockholders for approval including:
a) election of our board of directors;
b) removal of any of our directors;
c) amendment of our Articles of Incorporation or bylaws; and
d) adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.
As a result of their ownership and positions, these five individuals have the ability to influence all matters requiring shareholder approval, including the election of directors and approval of significant corporate transactions. In addition, the future prospect of sales of significant amounts of shares held by our director and executive officer could affect the market price of our common stock if the marketplace does not orderly adjust to the increase in shares in the market and the value of your investment in the company may decrease. Management's stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.
16. WE FACE RISKS ASSOCIATED WITH THE SECURITY OF OUR PRODUCTS.
Maintaining the security of computers and computer networks is an issue of critical importance for our customers. Attempts by experienced computer programmers, or hackers, to penetrate client network security or the security of web sites to misappropriate confidential information are currently an industry-wide phenomenon that affects computers and networks across all platforms. We have included security features in certain of our Internet browser-enabled products that are intended to protect the privacy and integrity of customer data. In addition, some of our software applications use encryption technology to provide the security necessary to effect the secure exchange of valuable and confidential information. Despite these security features, our products may be vulnerable to break-ins and similar problems caused by Internet users, which could jeopardize the security of information stored in and transmitted through the computer systems of our customers. Actual or perceived security vulnerabilities in our products (or the Internet in general) could lead some customers to seek to reduce or delay future purchases or to purchase competitors' products which are not Internet- based applications. Customers may also increase their spending to protect their computer networks from attack, which could delay adoption of new technologies. Any of these actions by customers and the cost of addressing such security problems may have a material adverse effect on our business.
17. IN THE FUTURE, WE WILL INCUR INCREMENTAL COSTS AS A RESULT OF OPERATING AS A PUBLIC COMPANY, AND OUR MANAGEMENT WILL BE REQUIRED TO DEVOTE SUBSTANTIAL TIME TO COMPLIANCE INITIATIVES.
Upon the effectiveness of our registration, we will incur legal, accounting and other expenses as a fully-reporting public company. Moreover, the Sarbanes- Oxley Act of 2002 (the "Sarbanes-Oxley Act"), as well as new rules subsequently implemented by the SEC, have imposed various new requirements on public companies, including requiring changes in corporate governance practices. Our management will need to devote a substantial amount of time to these new compliance initiatives. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. We expect to incur approximately $10,000 of incremental operating expenses in 2010, our first year of being a public company. We project that the total incremental operating expenses of being a public company will be approximately $12,000 for 2011. The incremental costs are estimates, and actual incremental expenses could be materially different from these estimates.
The Sarbanes-Oxley Act also requires, among other things, that we maintain effective internal controls for financial reporting and disclosure controls and procedures. We must perform system and process evaluation and testing of our internal controls over financial reporting to allow management and our independent registered public accounting firm to report on the effectiveness of our internal controls over financial reporting, as required by the Sarbanes-Oxley Act. Our testing, or the subsequent testing by our independent registered public accounting firm, may reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses. Our compliance with Sarbanes-Oxley will require that we incur substantial accounting expense and expend significant management efforts. Moreover, if we are not able to comply with the requirements of Sarbanes-Oxley in a timely manner, or if we or our independent registered public accounting firm identifies deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses, the market price of our stock could decline, and we could be subject to sanctions or investigations by the SEC or other regulatory authorities, which would require additional financial and management resources.
18. WE MAY, IN THE FUTURE, ISSUE ADDITIONAL COMMON SHARES, WHICH WOULD REDUCE INVESTORS' PERCENT OF OWNERSHIP AND MAY DILUTE OUR SHARE VALUE.
Our Articles of Incorporation authorize the issuance of 70,000,000 shares of common stock and 5,000,000 preferred shares. The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then existing shareholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.
19. IF OUR SHARES OF COMMON STOCK ARE QUOTED ON A PUBLIC MARKET, THEY WILL IN ALL LIKELIHOOD BE PENNY STOCKS.
The Securities Enforcement and Penny Stock Reform Act of 1990 requires additional disclosures relating to the market for penny stocks in connection with trades in any stock defined as a penny stock. SEC regulations generally define a penny stock to be an equity security that has a market or exercise price of less than $5.00 per share, subject to certain exceptions. Such exceptions include any equity security listed on NASDAQ and any equity security issued by an issuer that has net tangible assets of at least $100,000, if that issuer has been in continuous operation for three years. Unless an exception is available, the regulations require delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the associated risks. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, details of the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations and broker-dealer and salesperson compensation information must be given to the customer orally or in writing prior to effecting the transaction and must be given in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from such rules, the broker- dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for securities that become subject to the penny stock rules. Since our securities are highly likely to be subject to the penny stock rules, should a public market ever develop, any market for our shares of common stock may not be liquid.
20. AS THERE IS NO PUBLIC MARKET FOR OUR COMMON SHARES, THEY ARE AN ILLIQUID INVESTMENT AND INVESTORS MAY NOT BE ABLE TO SELL THEIR SHARES.
No market currently exists for our securities and we cannot assure you that such a market will ever develop, or if developed, will be sustained. Our common stock is not currently eligible for quotation on any stock exchange and there can be no assurance that our common stock will be listed on any stock exchange in the future. We intend to apply for admission to quotation of our securities on the OTC-Bulletin Board after this prospectus is declared effective by the SEC. If for any reason our common stock is not quoted on the OTC-Bulletin Board or a public trading market does not otherwise develop, purchasers of the shares may have difficulty selling their common stock should they desire to do so. As of the date of this filing, there have been no discussions or understandings between AcroBoo, Inc. or anyone acting on our behalf with any market maker regarding participation in a future trading market for our securities. If no market is ever developed for our common stock, it will be difficult for you to sell any shares you purchase in this Distribution. In such a case, you may find that you are unable to achieve any benefit from your investment or liquidate your shares without considerable delay, if at all. In addition, if we fail to have our common stock quoted on a public trading market, your common stock will not have a quantifiable value and it may be difficult, if not impossible, to ever resell your shares, resulting in an inability to realize any value from your investment. If no market for our shres materializes, you may not be able to sell your shares or may have to sell your shares at a significantly lower price.
The Company's common stock could be subject to wide fluctuations in response to variations in quarterly results of operations, announcements of technological innovations or new solutions by the Company or its competitors, general conditions in e-commerce and supply chain solutions industry, and other events or factors, many of which are beyond the Company's control. In addition, the stock market has experienced price and volume fluctuations, which have affected the market price for many companies in industries similar or related to that of the Company, which have been unrelated to the operating performance of these companies. These market fluctuations may have a material adverse eject on the market price of the Company's common stock if it ever becomes tradable.
21. BECAUSE WE DO NOT INTEND TO PAY ANY CASH DIVIDENDS ON OUR COMMON STOCK, OUR STOCKHOLDERS WILL NOT BE ABLE TO RECEIVE A RETURN ON THEIR SHARES UNLESS THEY SELL THEM.
We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them. There is no assurance that stockholders will be able to sell shares when desired.
22. WE ARE CLASSIFIED AS A "SHELL COMPANY" UNDER THE EXCHANGE ACT. AND OUR SHARES CAN ONLY BE RESOLD THROUGH REGISTRATION OR BY MEETING CONDITIONS OF RULE 144.
Acroboo is a "shell company" as defined by Rule 12b-2 promulgated under the Exchange Act. Accordingly, the securities in this offering can only be resold through registration under the Securities Act, Section 4(1) of the Securities Act, if available, for non-affiliates, or by meeting the conditions of Rule 144(i) promulgated under the Securities Act. A "shell company" means a registrant, other than an asset-backed issuer, that has:
o No or nominal operations; and
Either,
o no or nominal assets;
o assets consisting solely of cash and cash equivalents; or
o assets consisting of any amount of cash and cash equivalents and
nominal other assets.
The provisions of Rule 144(i) providing for the six month holding period are not available for the resale of securities initially issued by a "shell company."
Notwithstanding paragraph (i)(1) of Rule 144, if the issuer of the securities previously had been an issuer described in paragraph (i)(1)(i) but has ceased to be an issuer described in paragraph (i)(1)(i); is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; has filed all reports and other materials required to be filed by Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months (or for such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports, and has filed current "Form 10 information" with the SEC reflecting its status as an entity that is no longer an issuer described in paragraph (i)(1)(i), then those securities may be sold subject to the requirements of Rule 144 after one year has elapsed from the date that the issuer filed "Form 10 information" with the SEC.
The term "Form 10 information" means the information that is required by SEC Form 10, to register under the Exchange Act each class of securities being sold under Rule 144. The Form 10 information is deemed filed when the initial filing is made with the SEC.
In order for Rule 144 to be available, we must have certain information publicly available. We plan to publish information necessary to permit transfer of shares of our common stock in accordance with Rule 144 of the Securities Act, inasmuch as we have filed the registration statement with respect to this prospectus.
23. WE MAY ISSUE SHARES OF PREFERRED STOCK IN THE FUTURE THAT MAY ADVERSELY IMPACT YOUR RIGHTS AS HOLDERS OF OUR COMMON STOCK.
Our articles of incorporation authorize us to issue up to 5,000,000 shares of preferred stock. Accordingly, our board of directors will have the authority to fix and determine the relative rights and preferences of preferred shares, as well as the authority to issue such shares, without further stockholder approval. As a result, our board of directors could authorize the issuance of a series of preferred stock that would grant to holders preferred rights to our assets upon liquidation, the right to receive dividends before dividends are declared to holders of our common stock, and the right to the redemption of such preferred shares, together with a premium, prior to the redemption of the common stock. To the extent that we do issue such additional shares of preferred stock, your rights as holders of common stock could be impaired thereby, including, without limitation, dilution of your ownership interests in us. In addition, shares of preferred stock could be issued with terms calculated to delay or prevent a change in control or make removal of management more difficult, which may not be in your interest as holders of common stock.
24. WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE, WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT DIFFICULT FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL.
We plan to contact a market maker immediately following the effectiveness of our Registration Statement and have them file an application on our behalf to have the shares quoted on the OTC Electronic Bulletin Board. To be eligible for quotation on the OTCBB, issuers must remain current in their filings with the SEC. Market Makers are not permitted to begin quotation of a security whose issuer does not meet this filing requirement. Securities already quoted on the OTCBB that become delinquent in their required filings will be removed following a 30 or 60 day grace period if they do not make their required filing during that time. In order for us to remain in compliance we will require future revenues to cover the cost of these filings, which could comprise a substantial portion of our available cash resources. If we are unable to generate sufficient revenues to remain in compliance it may be difficult for you to resell any shares you may purchase, if at all.
The following table sets forth, as of September 30, 2010, the capitalization of the Company on an actual basis. This table should be read in conjunction with the more detailed financial statements and notes thereto included elsewhere herein.
September 30, 2010
------------------
Actual
-----------
Liabilities and Stockholders' Equity
Stockholders' equity:
Preferred stock, $0.001 par value, 5,000,000
Shares authorized, none issued -
Common stock, $0.001 par value, 70,000,000
shares authorized, none issued and outstanding
as of 09/30/10 -
Additional paid-in capital 4,575
(Deficit) accumulated during development
stage (4,575)
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-
-------------
$ -
=============
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There currently exists no public trading market for our common stock. We do not intend to develop a public trading market until the spin-off registration has been completed. There can be no assurance that a public trading market will develop at that time or be sustained in the future. Without an active public trading market, you may not be able to liquidate your shares without considerable delay, if at all. If a market does develop, the price for our securities may be highly volatile and may bear no relationship to our actual financial condition or results of operations. Factors we discuss in this prospectus, including the many risks associated with an investment in our company, may have a significant impact on the market price of our common stock. Also, because of the relatively low price of our common stock, many brokerage firms may not effect transactions in the common stock.
Certain statements contained in this prospectus, including statements regarding the anticipated development and expansion of our business, our intent, belief or current expectations, primarily with respect to the future operating performance of AcroBoo, Inc. and the services we expect to offer and other statements contained herein regarding matters that are not historical facts, are "forward-looking" statements. Future filings with the U. S. Securities and Exchange Commission, future press releases and future oral or written statements made by us or with our approval, which are not statements of historical fact, may contain forward-looking statements, because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements.
All forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made.
This section must be read in conjunction with the Audited Financial Statements included in this prospectus.
AcroBoo is an e-commerce and supply chain solutions and services provider.
We earned no revenues since our inception on June 14, 2010 through September 30, 2010. Based on the fact, that AcroBoo is a spin-off of Jagged Peak's business, management anticipates that the Company will start generating revenues of $5,000 to $10,000 per month. This will represent revenues taken away from Jagged Peak. Management does not expect AcroBoo to be profitable for at least twelve to eighteen months.
For the period of inception through September 30, 2010 we generated no income. Since our inception on June 14, 2010, we experienced a net loss of $(4,575). Our loss was attributed to organizational expenses, specifically incorporation fees in the State of Nevada. We anticipate our operating expenses will increase as we build our operations. Some of our increased expenses will be attributed to professional fees to be incurred in connection with the filing of a registration statement with the U. S. Securities Exchange Commission under the Securities Act of 1933. We anticipate our ongoing operating expenses will also increase once we become a reporting company under the Securities Exchange Act of 1934.
We generated no revenues for the period from inception (June 14, 2010) through September 30, 2010. We anticipate we will be generating revenues in the near future, since we are spinning-off operations from our parent.
Our balance sheet as of September 30, 2010 reflects no assets and no current liabilities.
Notwithstanding, we anticipate generating losses and therefore we may be unable to continue operations in the future. We anticipate we will require additional capital up to approximately $3,000,000 and we would have to issue debt or equity or enter into a strategic arrangement with a third party. We intend to try and raise capital through a private offering after this registration statement is declared effective and our shares are quoted on the Over the Counter Bulletin Board. There can be no assurance that additional capital will be available to us. We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources.
We anticipate continuing to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing shareholders. There is no assurance that we will achieve any of additional sales of our equity securities or arrange for debt or other financing to fund our exploration and development activities.
Management anticipates AcroBoo needs to raise $3,000,000 in future offerings of our common stock. The funds would be used to acquire businesses, marketing, and client development. In the event we are unable to raise $3,000,000, we may be unable to conduct our business operations and may consequently go out of business. There are no formal or informal agreements to attain such financing and we can not assure you that any financing can be obtained. If we are unable to raise these funds, we will not be able to implement any of our proposed business activities and may be forced to cease operations. The table below illustrates our business plan that constitute top priorities. Each material event or milestone listed in the table below will be required until revenues are generated. Each step needs to be completed before we can move on to the next step with these milestones. Therefore, we are unable to provide a timeline, in that, if one step is not achieved, the remaining steps cannot be completed.
Anticipated
Manner time needed to
Milestone of achievement complete milestone
----------------------------------------------------------------------------
1. Business plan Prepared by officer of the Already completed
developed Company
2. Separate company Spin-off of Subsidiary In process
formed with own
management
3. Company becomes Files Registration In process
non-deficient with SEC and completes
fully reporting comments
4. Broker-dealer Company seeks a Following
applies for market maker Effectiveness
OTC-BB listing of Registration
5. Company generates Spin-off of parent's Next two months,
revenues business segment management expects
$5-10,000 per mo.
6. Business plan Pipe transaction to Six months after
fully funded raise $3,000,000 (stock OTC-BB listing
must be trading)
7. The Company Business fully 12-18 months
operates at a operational after funding
profit
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Going Concern Consideration
Our independent auditors included an explanatory paragraph in their report on the accompanying financial statements regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.
We have no off-balance sheet arrangements.
The Company was organized June 14, 2010 (Date of Inception) under the laws of the State of Nevada, as AcroBoo, Inc. The Company was incorporated as a subsidiary of Jagged Peak, a Nevada corporation. We consider ourselves to be a shell company.
AcroBoo is an e-commerce and supply chain solutions and services provider. Acroboo is built on an OMS software platform that empowers multi-national corporations to successfully sell online and through other sales channels at multiple distribution points. While managing our own online stores, we were often approached by companies who needed help establishing an online presence. We leverage our knowledge and infrastructure to offer services to assist other retailers expand their sales channel to the Web. Our services have evolved to include online retailing, e-channel development, e-marketing, and brand protection solutions. AcroBoo plans to search for new solutions that harness the power of the Internet to help companies drive revenue and expand their business. The company takes possession of inventory and generates most of its revenues based on product sales or a percentage of the customers' sales.
The Jagged Peak directors decided it was in the best interest of Jagged Peak, Inc. and AcroBoo, Inc. Company's shareholders to spin-off AcroBoo, Inc. to minimize any potential of conflict of interest, in utilizing the same resources and in accessing funding.
AcroBoo, Inc. needs funding to fully execute its business plan. AcroBoo, Inc. will require at least $3,000,000 to build its infrastructure, market its services and build a client base.
Future funding could result in potentially dilutive issuances of equity securities, the incurrence of debt, contingent liabilities and/or amortization expenses related to goodwill and other intangible assets, which could materially adversely affect the Company's business, results of operations and financial condition. Any future acquisitions of other businesses, technologies, services or product(s) might require the Company to obtain additional equity or debt financing, which might not be available on terms favorable to the Company, or at all, and such financing, if available, might be dilutive.
AcroBoo's online services will provide industry-leading capabilities for optimizing both warehouse and transportation operations. These solutions systematically balance logistics strategies, customer service policies, carrier effectiveness, and inventory management that foster improvements to favorably impact profitability for the AcroBoo's future customers. This is accomplished by optimizing material, inventory, production and distribution assets by synchronizing supply and demand. Optimized supply plans are generated based on manufacturing, storage, and transportation constraints as well as various sourcing, production and distribution options.
We plan to market our products and services through direct and indirect sales channels. We will conduct our principal sales and marketing activities from corporate headquarters. We plan to develop a network of agents who assist in selling our products globally. We intend to utilize these and future relationships with software and service organizations to enhance our sales and marketing position. These independent distributors and resellers will distribute our product lines domestically and in foreign countries. These vendors typically sell their own consulting and systems integration services in conjunction with licensing our products.
We support our sales activities by conducting a variety of marketing programs including public relations, direct marketing, advertising, trade shows, product seminars, user group conferences and ongoing customer communication and industry analysts programs. We plan to participate in industry conferences such as those organized by the Council of Supply Chain Management Professionals and the Institute for Supply Management.
We also plan to engage in third-party software alliance programs with other software vendors. These programs generally provide some type of assistance for developing or marketing software products which are compatible with products of the other party.
Like many business application software firms, our software revenue will consist principally of fees generated from licensing our software products. In consideration of the payment of license fees, we may grant non-exclusive, nontransferable, perpetual licenses, which are primarily business unit and user-specific and geographically restricted. Our standard license agreement will contain provisions designed to prevent disclosure and unauthorized use of our software. In these agreements, we will warrant that our products will function in accordance with the specifications set forth in our product documentation.
The prices for our products are typically functions of the number of modules licensed and the number of servers, users and sites for which the solution is designed and deployed.
We will provide the following services and support to our customers:
Training Support. We offer our customers a professional implementation program that facilitates rapid implementation of our software products. We will help customers define the nature of their project and subsequently proceed through the implementation process. We will provide training for all users and managers involved. We will first establish measurable financial and logistical performance indicators and then evaluate them for conformance during and after implementation. Additional services beyond implementation can include post-implementation reviews and benchmarks to further enhance the benefits to customers.
General Training Services. We will offer our customers post-delivery professional services consisting primarily of implementation and training services, for which we will charge on a daily basis. Customers that purchase implementation services will receive assistance in integrating our solution with existing software applications and databases.
Maintenance and Support Services. We will provide our customers with ongoing product support services. Typically, we expect to enter into support or maintenance contracts with customers for an initial one- to year term, with a renewal for additional periods thereafter. Under these contracts, we will provide telephone consulting, product updates and releases of new versions of products previously purchased by the customer, as well as error reporting and correction services. We will also provide ongoing support and maintenance services through telephone, electronic mail and web-based support, using a call logging and tracking system for quality assurance.
Our future success depends in part upon our ability to continue to enhance our existing software products, respond to changing customer requirements, develop and introduce new or enhanced products, and keep pace with technological developments and emerging industry standards. We focus our development efforts on several areas, including, but not limited to, enhancing operability of our products across distributed and changing heterogeneous hardware platforms, operating systems and relational databases, and adding functionality to existing products. These development efforts will continue to focus on deploying applications within a multi-tiered ERP and supply chain environment, including the Internet.
Our competitors are diverse and offer a variety of solutions directed at various aspects of the supply chain, as well as the enterprise application market as a whole. Our existing competitors include:
o Large application software vendors such as SAP, Oracle and Infor, each of which offers sophisticated solutions that currently, or may in the future, incorporate supply chain management modules, advanced planning and scheduling, warehouse management, transportation or collaboration software;
o Vendors focusing on the supply chain application software market; and
o Internal development efforts by corporate information technology companies.
To the extent such vendors develop or acquire systems with functionality comparable to our products, their significant installed customer base, long- standing customer relationships and ability to offer a broad solution could provide a competitive advantage over our products.
We also expect to face additional competition as other established and emerging companies enter the market for collaborative e-commerce and supply chain management software and new products and technologies are introduced. In addition, current and potential competitors have made and may continue to make strategic acquisitions or establish cooperative relationships among themselves or with third parties, thereby increasing the ability of their products to address the needs of our prospective customers. Accordingly, it is possible that new competitors or alliances among current and new competitors may emerge and rapidly gain significant market share. Increased competition could result in fewer customer orders, reduced gross margins and loss of market share.
The principal competitive factors in the target markets in which we compete include product functionality and quality, domain expertise, integration technologies, product suite integration, breadth of products and related services such as customer support, training and implementation services.
Many of our competitors and potential competitors have a broader worldwide presence, longer operating histories, significantly greater financial, technical, marketing and other resources, greater name recognition, and a larger installed base of customers than we have. Some competitors have become more aggressive with their prices, payment terms and issuance of contractual implementation terms or guarantees. In order to be successful in the future, we must continue to develop innovative software solutions and respond promptly and effectively to technological change and competitors' innovations. We may also have to lower prices or offer other favorable terms. Our competitors may be able to respond more quickly to new or emerging technologies and changes in customer requirements or devote greater resources to the development, promotion and sale of their products.
We believe that our principal competitive advantages are our comprehensive, integrated solutions, the ability of our solutions to generate business benefits for our customers, our investment in product development, our domain expertise, the ease of use of our software products, implementation services, and our ability to deliver rapid return on investment for our customers.
PATENTS, TRADEMARKS, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS, OR LABOR CONTRACTS
Our ability to compete depends, in part, upon successful protection of our intellectual property. We do not have the financial resources to protect our rights to the same extent as major studios. We will attempt to protect proprietary and intellectual property rights to our e-commerce software through available copyright and trademark laws and licensing and distribution arrangements with reputable international companies in specific territories and media for limited durations. Despite these precautions, existing copyright and trademark laws afford only limited practical protection in certain countries. We also plan to conduct business in other countries in which there is no copyright or trademark protection. As a result, it may be possible for unauthorized third parties to copy and distribute our productions or certain portions or applications of our intended productions, which could have a material adverse effect on our business, results of operations and financial condition.
We provide our software products to customers under non-exclusive license agreements. As is customary in the software industry, in order to protect our intellectual property rights, we do not sell or transfer title to our products to our customers. Although the license agreements place restrictions on the customer's use of our products, unauthorized use of our products nevertheless may occur.
Despite measures we have taken to protect our proprietary rights, unauthorized parties may attempt to reverse engineer or copy aspects of our products or obtain and use information that we regard as proprietary. Policing unauthorized use of our products is difficult and expensive. In addition, litigation may be necessary in the future to enforce our intellectual property rights, to protect our trade secrets, to determine the validity and scope of the proprietary rights of others, or to defend against claims of infringement or invalidity. Any such litigation could result in substantial costs and the diversion of resources and could have a material adverse effect on our business, results of operations and financial condition. We cannot assure you that infringement or invalidity claims will not materially adversely affect our business, results of operations and financial condition. Regardless of the validity or the success of the assertion of these claims, we could incur significant costs and diversion of resources in enforcing our intellectual property rights or in defending against such claims, which could have a material adverse effect on our business, results of operations and financial condition.
BANKRUPTCY OR SIMILAR PROCEEDINGS
There has been no bankruptcy, receivership or similar proceeding.
NEED FOR GOVERNMENTAL APPROVAL OF PRINCIPAL PRODUCTS OR SERVICES
Due to the nature of the Company's business, AcroBoo, Inc. does not need to seek direct government approval for its services.
EFFECT OF EXISTING OR PROBABLE GOVERNMENTAL REGULATIONS ON THE BUSINESS
The Company is not currently subject to many direct government regulations, other than the securities laws and the regulations thereunder applicable to all publicly owned companies, the laws and regulations applicable to general businesses. It is possible that certain laws and regulations may be adopted at the local, state, national and international level that could effect the Company's operations. Changes to such laws could create uncertainty in the marketplace which could reduce demand for the Company's products or increase the cost of doing business as a result of costs of litigation or a variety of other such costs, or could in some other manner have a material adverse effect on the Company's business, financial condition, results of operations and prospects. If any such law or regulation is adopted it could limit the Company's ability to operate and could force the business operations to cease, which would have a significantly negative effect on the Company.
We have two part-time employees in addition to Mr. Dan Furlong, our President. All functions, including development, strategy, negotiations is being provided by our sole officer/director on a voluntary basis, without compensation. Once the Company start generating sufficient cash flows, our sole officer would be entitled to compensation for his services and past services rendered to the Company.
Our offices are currently located at 3000 Bayport Drive, Suite 250, Tampa, Florida 33607. Our telephone number is (813) 637-6900. This space consists of approximately 200 sq. feet within a larger building that is also used by unrelated businesses. Management believes that its current facilities are adequate for its needs through the next twelve months, and that, should it be needed, suitable additional space will be available to accommodate expansion of the Company's operations on commercially reasonable terms, although there can be no assurance in this regard.
There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company's property is not the subject of any pending legal proceedings.
Our executive officers and directors and their respective ages as of August 31, 2010 are as follows:
Set forth below are the names, ages and present principal occupations or employment, and material occupations, positions, offices or employments for the past five years of our current directors and executive officers.
Name Age Positions and Offices Held
--------------- --- ----------------------------------
Dan Furlong 62 Chief Executive Officer,
Secretary and Director
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The business address for our officers/directors is: c/o AcroBoo, Inc., 3000 Bayport Drive, Suite 250, Tampa, Florida 33607. Set forth below is a brief description of the background and business experience of our sole officer/director.
Prior to joining AcroBoo, Inc. Mr. Furlong served as Chief Operations Officer and Director of Jagged Peak. Prior to joining Jagged Peak, Mr. Furlong was President and co-Founder of Compass Marketing Services and Paradigm Communications. Previously, Mr. Furlong was Vice President of Marketing for Dollar Rent-A-Car of Florida - the largest Dollar Rent-A-Car franchise in the country. During his tenure, business at the Florida division increased ten-fold. Mr. Furlong graduated from the University of Wyoming with both undergraduate and graduate degrees in Accounting.
Our sole director, executive officer and control persons has not been involved in any of the following events during the past five years and which is material to an evaluation of the ability or the integrity of our director or executive officer:
1. any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
2. any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences);
3. being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and
4. being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
We presently do not pay our officer/director any salary or consulting fee. We do not anticipate paying compensation to officer/director until our Company can generate sufficient cash flows on a regular basis.
We do not have any employment agreements with our officer/director. We do not maintain key-man life insurance for any our executive officers/directors. We do not have any long-term compensation plans or stock option plans.
As a result of our the Company's current limited available cash, no officer or director received compensation since inception (June 14, 2010)of the Company through September 30, 2010. AcroBoo has no intention of paying any salaries at this time. AcroBoo intends to pay salaries when cash flow permits.
We did not grant any stock options to the executive officers or directors from inception through September 30, 2010.
Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.
We do not pay to our directors any compensation for serving as a director on our board of directors. We do not pay to our director or officer any salary or consulting fee.
The Company currently does not have employment agreements with its executive officer. The executive officer/director of the Company has agreed to take no salary until the Company can generate enough revenues to support salaries on a regular basis. The officer will not be compensated for services previously provided. He will receive no accrued remuneration.
We have not adopted an equity incentive plan, and no stock options or similar instruments have been granted to any of our officers or directors.
We do not have an audit committee financial expert nor do we have an audit committee established at this time.
Our principal independent accountant is De Joya Griffith & Company, LLC. We do not currently have a Code of Ethics applicable to our principal executive, financial and accounting officer. We do not have an audit committee or nominating committee. Mr. Dan Furlong is the board's financial expert member.
We are not aware of any current or potential conflicts of interest with any of our sole officer/director.
Our Articles and By-laws provide to the fullest extent permitted by law, our directors or officers, former directors and officers, and persons who act at our request as a director or officer of a body corporate of which we are a shareholder or creditor shall be indemnified by us. We believe that the indemnification provisions in our By-laws are necessary to attract and retain qualified persons as directors and officers. Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act" or "Securities Act") may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.
Our officer/director can be considered a promoter of AcroBoo, Inc. in consideration of his participation and managing of the business of the company.
Mr. Dan Furlong, our sole officer/director will be the second largest shareholder of AcroBoo, Inc. He is also the second largest shareholder of Jagged Peak. He will own approximately 18% of AcroBoo, Inc. common stock and simultaneously owns approximately 18% of Jagged Peak's common stock. This relationship could create, or appear to create, potential conflicts of interest when Jagged Peak is faced with decisions that have different implications for AcroBoo, Inc. or disputes arising out of any agreements between the two companies. AcroBoo, Inc. does not have any formal procedure in place for resolving such conflicts of interest which may arise in the future.
Mr. Paul Demirdjian and his wife Primrose Demirdjian are the largest shareholders in AcroBoo. They are also the largest shareholders in Jagged Peak. They will own approximately 30% of AcroBoo, Inc. common stock and simultaneously owns approximately 30% of Jagged Peak's common stock. This relationship could create, or appear to create, potential conflicts of interest when Jagged Peak is faced with decisions that have different implications for AcroBoo, Inc. or disputes arising out of any agreements between the two companies. Jagged Peak and AcroBoo do not have any formal procedure in place for resolving such conflicts of interest which may arise in the future.
Other than as set forth above, there are no transactions since our inception, or proposed transactions, to which we were or are to be a party, in which any of the following persons had or is to have a direct or indirect material interest:
a) Any director or executive officer of the small business issuer;
b) Any majority security holder; and
c) Any member of the immediate family (including spouse, parents, children, siblings, and in-laws) of any of the persons in the above.
The following table lists, the number of shares of Common Stock beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group, following the Distribution. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using "beneficial ownership" concepts under the rules of the U. S. Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60-days. Under the U. S. Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.
The Company believes that all persons named in the table have sole voting and investment power with respect to all shares of common stock shown as being owned by them. Unless otherwise indicated, the address of each beneficial owner in the table set forth below is care of Jagged Peak, Inc., 3000 Bayport Drive, Tampa, Florida 33607. Percentage of Class is based on 1,602,096 shares that were issued and outstanding as of the record date.
Amount and Nature of Percentage
Name of Beneficial Owner Title Beneficial Ownership of Class
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Dan Furlong (1) CEO/Director 289,007 18.0%
Paul Demirdjian
and Primrose Demirdjian (2) Shareholders 490,008 30.6%
Vince Fabrizzi (3) Shareholder 289,007 18.0%
Andrew J. Norstrud (4) Shareholder 4,000 0.2%
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Executive Officers, Directors
and others (as a group of 1) 289,007 18.0%
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(1) Mr. Furlong, 3000 Bayport Drive, Tampa, Florida 33607.
(2) Mr. Demirdjian and Mrs. Demirdjian, 3000 Bayport Drive, Tampa, Florida
33607. All shares are held jointly with Primrose Demirdjian.
(3) Mr. Vince Fabrizzi, 3000 Bayport Drive, Tampa, Florida 33607.
(4) Mr. Norstrud, 3000 Bayport Drive, Tampa, Florida 33607.
We believe that all persons named have full voting and investment power with respect to the shares indicated, unless otherwise noted in the table. Under the rules of the Securities and Exchange Commission, a person (or group of persons) is deemed to be a "beneficial owner" of a security if he or she, directly or indirectly, has or shares the power to vote or to direct the voting of such security, or the power to dispose of or to direct the disposition of such security. Accordingly, more than one person to be a beneficial owner of the same security. A person is also deemed to be a beneficial owner of any security, which that person has the right to acquire within 60 days, such as options or warrants to purchase our common stock.
In July, 2010, Jagged Peak board of directors declared a Distribution payable to the holders of record of outstanding Jagged Peak common stock at the close of business on [date], (the "Record Date"). The Jagged Peak stock dividend was based on 1,602,096 shares of Jagged Peak's common stock that were issued and outstanding as of the record date.
AcroBoo, Inc. is a wholly-owned subsidiary of Jagged Peak. As a result of the Distribution, 100% of the outstanding AcroBoo Common Stock will be distributed to Jagged Peak stockholders. Immediately following the Distribution, Jagged Peak will not own any shares of AcroBoo, Inc. common stock and AcroBoo will be an independent public company. The AcroBoo common stock will be distributed by stock certificates, issued by Pacific Stock Transfer, Las Vegas, NV, our stock transfer agent.
Management believes this spin-off will help Jagged Peak, Inc. strengthen its operating foundation, achieve long-term growth, and will ultimately improve the corporate value of entire Jagged Peak.
AcroBoo, Inc. principal executive offices are located at 3000 Bayport Drive, Suite 250, Tampa, Florida 33607, and its telephone number is (813) 637-6900.
The board of directors and management of Jagged Peak believe that the Distribution is in the best interests of Jagged Peak and its stockholders.
Our board of directors believes that spinning-off its wholly-owned subsidiary, will accomplish a number of important objectives. The spin-off will separate distinct companies with different financial, investment and operating characteristics so that each can adopt business strategies and objectives tailored to their respective markets. This will allow both companies that have operations that are inconsistent with each other to better prioritize the allocation of their management and their financial resources for achievement of their corporate objectives. The spin-off may provide greater access to capital by allowing the financial community to focus solely on each business entity as a stand alone company. In order to avoid any potential conflict of interest, Jagged Peak and AcroBoo will have different management and different directors.
The Distribution will be made on the basis of one (1) share of AcroBoo, Inc. Common Stock for ten (10) shares of Jagged Peak common stock outstanding on the Record Date. This includes a total of 1,602,096 common shares. Any resulting fractional shares shall be rounded up. Any shareholder who owns nine (9) or fewer common shares will receive one (1) share of AcroBoo. This spin-off will have no effect on the authorized number of common and authorized number of preferred shares and no effect on the par value, $0.001, of the stock for both companies.
At the time of the Distribution, the shares of AcroBoo, Inc. Common Stock to be distributed will constitute 100% of the outstanding AcroBoo, Inc. Immediately following the Distribution, Jagged Peak will not own any AcroBoo, Inc. Common Stock and AcroBoo will be an independent public company.
The shares of AcroBoo, Inc. Common Stock being distributed in the Distribution will be fully paid and non-assessable and the holders thereof will not be entitled to preemptive rights. See "Description of Securities" beginning on page 46.
Jagged Peak and AcroBoo, Inc. will notify Pacific Stock Transfer agent, their mutual stock transfer company to issue the common shares to the AcroBoo, Inc. shareholders upon effectiveness of the AcroBoo, Inc. registration statement. Following the Distribution, each record holder of Jagged Peak stock on the Record Date will receive from the Transfer Agent a share certificate of AcroBoo Common Stock in the stockholder's name based on the same number of Jagged Peak shares owned.
If you are not a record holder of Jagged Peak stock because your shares are held on your behalf by your stockbroker or other nominee, your shares of Jagged Peak Common Stock should be credited to your account with your stockbroker or nominee following the effectiveness of AcroBoo's Registration Statement.
Jagged Peak stockholders will not be required to pay any cash or other consideration for the shares of AcroBoo, Inc. Common Stock received in the Distribution, or to surrender or exchange Jagged Peak shares in order to receive shares of AcroBoo, Inc. Common Stock. The Distribution will not affect the number of, or the rights attaching to, outstanding Jagged Peak shares. No vote of Jagged Peak stockholders is required or sought in connection with the Distribution, and Jagged Peak stockholders will have no appraisal rights in connection with the Distribution.
In order to receive shares of AcroBoo, Inc. Common Stock in the Distribution,
Jagged Peak stockholders must be stockholders at the close of business on
[date], the Record Date. The Distribution will take effect subject to a
Notice of Effectiveness for this Registration Statement.
After the Distribution, AcroBoo, Inc. will be a separate company. Based on the original number of common shares of Jagged Peak shares outstanding, AcroBoo, Inc. expects to have approximately 80 holders of record of AcroBoo, Inc. who will own all of the issued and outstanding shares of AcroBoo (1,602,096 common shares) immediately after the Distribution. The Distribution will not affect the number of outstanding Jagged Peak shares or any rights of Jagged Peak stockholders.
Neither Jagged Peak nor AcroBoo, Inc. makes any recommendations on the purchase, retention or sale of shares of Jagged Peak's common stock or shares of AcroBoo, Inc. Common Stock. You should consult with your own financial advisors, such as your stockbroker, bank or tax advisor.
If you do decide to purchase or sell any Jagged Peak or AcroBoo shares, you should make sure your stockbroker, bank or other nominee understands whether you want to purchase or sell Jagged Peak common stock or AcroBoo, Inc. Common Stock, or both. The following information may be helpful in discussions with your stockbroker, bank or other nominee.
There is not currently a public market for the AcroBoo, Inc. Common Stock. We intend to apply for admission to quotation of our securities on the OTC- Bulletin Board after this prospectus is declared effective by the SEC. The shares of AcroBoo, Inc. Common Stock distributed to Jagged Peak stockholders will be freely transferable, except for (1) shares of AcroBoo, Inc. Common Stock received by persons who may be deemed to be affiliates of Jagged Peak under the Securities Act of 1933, as amended (the "Securities Act"), and (2) shares of AcroBoo, Inc. Common Stock received by persons who hold restricted shares of Jagged Peak common stock. Persons who may be deemed to be affiliates of Jagged Peak after the Distribution generally include individuals or entities that control, are controlled by, or are under common control with AcroBoo, Inc. and may include certain directors, officers and significant stockholders of AcroBoo, Inc. Persons who are affiliates of AcroBoo, Inc. will be permitted to sell their shares of AcroBoo, Inc. Common Stock only pursuant to an effective registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act, such as the exemptions afforded by Section 4(1) of the Securities Act and the provisions of Rule 144 thereunder.
AcroBoo, Inc. stockholders may sell their AcroBoo common stock following the Distribution. Whether an active trading market for AcroBoo, Inc. common stock will be maintained after the Distribution and the prices for AcroBoo, Inc. common stock will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for the shares, AcroBoo's results of operations, what investors think of AcroBoo and its industries, changes in economic conditions in its industries and general economic and market conditions.
In addition, the stock market often experiences significant price fluctuations that are unrelated to the operating performance of the specific companies whose stock is traded. Market fluctuations could have a material adverse impact on the trading price of the Jagged Peak Common Stock and/or AcroBoo, Inc.'s common stock.
We intend to have our common stock be quoted on the OTC-Bulletin Board. If our securities are not quoted on the OTC-Bulletin Board, a security holder may find it more difficult to dispose of, or to obtain accurate quotations as to the market value of our securities. The OTC-Bulletin Board differs from national and regional stock exchanges in that it (1) is not situated in a single location but operates through communication of bids, offers and confirmations between broker-dealers, and (2) securities admitted to quotation are offered by one or more Broker-dealers rather than the "specialist" common to stock exchanges.
To qualify for quotation on the OTC-Bulletin Board, an equity security must have one registered broker-dealer, known as the market maker, willing to list bid or sale quotations and to sponsor the company listing. If it meets the qualifications for trading securities on the OTC-Bulletin Board our securities will trade on the OTC-Bulletin Board. We may not now or ever be qualified for quotation on the OTC-Bulletin Board. We have not begun the application process for listing on the OTC-Bulletin Board. We do not expect to begin the application process until we receive a notice of effectiveness for this Registration Statement and the shares have been distributed to our shareholders.
To qualify for quotation on the OTC-Bulletin Board, an equity security must have one registered broker-dealer, known as the market maker, willing to list bid or sale quotations and to sponsor the company listing. If it meets the qualifications for trading securities on the OTC-Bulletin Board our securities will trade on the OTC-Bulletin Board. We may not now or ever qualified for quotation on the OTC-Bulletin Board. We currently have no market maker who is willing to list quotations for our securities.
Selling Security Holders Distribution
There is currently no market for any of our shares, and we cannot give any assurance that our shares will have any market value. After the registration statement becomes effective, and the shares are issued to the shareholders, they may sell their shares of our common stock at a fixed price of $0.02 per share until shares of our common stock are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. There can be no assurance that we will be able to obtain an OTC-BB listing. We will not receive any proceeds from the resale of common shares in this offering.
If our common stock becomes quoted on the Over-the-Counter Bulletin Board electronic quotation service, then the sales price to the public will vary according to the selling decisions of the shareholder and the market for our stock at the time of resale. In these circumstances, the sales price to the public may be:
1. The market price of our common stock prevailing at the time of sale;
2. A price related to such prevailing market price of our common stock; or
3. Such other price as the future shareholders may determine from time to time.
We can provide no assurance that all or any of the common stock offered will be sold by the future shareholders.
We are bearing all costs relating to the registration of the common stock. The future shareholders, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of the common stock.
The future shareholders must comply with the requirements of the Securities Act and the Exchange Act in the offer and sale of the common stock. The future shareholders and any broker-dealers who execute sales for the future shareholders may be deemed to be an "underwriter" within the meaning of the Securities Act in connection with such sales. In particular, during such times as the future shareholders may be deemed to be engaged in a distribution of the common stock, and therefore be considered to be an underwriter, they must comply with applicable law and may, among other things:
1. Not engage in any stabilization activities in connection with our common stock;
2. Furnish each broker or dealer through which common stock may be offered, such copies of this prospectus, as amended from time to time, as may be required by such broker or dealer; and
3. Not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities other than as permitted under the Exchange Act.
We and the selling security holders will be subject to applicable provisions of the Exchange Act and the rules and regulations under it, including, without limitation, Rule 10b-5 and, insofar as a selling stockholder is a distribution participant and we, under certain circumstances, may be a distribution participant, under Regulation M. All of the foregoing may affect the marketability of the common stock.
Any shares of common stock covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act, as amended, may be sold under Rule 144 rather than pursuant to this prospectus.
You should note that our stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.
If a selling security holder wants to sell shares of our common stock under this registration statement in the United States, the selling security holders will also need to comply with state securities laws, also known as "Blue Sky laws," with regard to secondary sales. All states offer a variety of exemption from registration for secondary sales. Many states, for example, have an exemption for secondary trading of securities registered under Section 12(g) of the Securities Exchange Act of 1934 or for securities of issuers that publish continuous disclosure of financial and non-financial information in a recognized securities manual, such as Standard & Poor's. The broker for a selling security holder will be able to advise a selling security holder which states our common stock is exempt from registration with that state for secondary sales. Any person who purchases shares of our common stock from a selling security holder under this registration statement who then wants to sell such shares will also have to comply with Blue Sky laws regarding secondary sales.
When the registration statement becomes effective, and a selling security holder indicates in which state(s) he desires to sell his shares, we will be able to identify whether it will need to register or it will rely on an exemption.
The following discusses U.S. federal income tax consequences of the spin-off transactions to Jagged Peak stockholders who hold Jagged Peak common stock as a capital asset. The discussion which follows is based on the Internal Revenue Code, Treasury Regulations issued under the Internal Revenue Code, and judicial and administrative interpretations of the Code, all as in effect as of the date of this Prospectus, all of which are subject to change at any time, possibly with retroactive effect. This summary is not intended as a complete description of all tax consequences of the spin-off, and in particular may not address U.S. federal income tax considerations applicable to Jagged Peak stockholders who are subject to special treatment under U.S. federal income tax law. Stockholders subject to special treatment include, for example:
o foreign persons (for income tax purposes, a non-U.S. person is a person who is not a citizen or a resident of the United States, or an alien individual who is a lawful permanent resident of the United States, or meets the substantial presence residency test under the federal income tax laws, or a corporation, partnership or other entity that is not organized in or under the laws of the United States or any state thereof or the District of Columbia);
o financial institutions;
o dealers in securities;
o traders in securities who elect to apply a market-to-market method of accounting;
o insurance companies;
o tax-exempt entities;
o holders who acquire their shares pursuant to the exercise of employee stock options or other compensatory rights, and;
o holders who hold Jagged Peak common stock as part of a hedge, straddle, conversion or constructive sale.
Further, no information is provided in this Prospectus with respect to the tax consequences of the spin-off under applicable foreign or state or local laws. Jagged Peak stockholders are urged to consult with their tax advisors regarding the tax consequences of the spin-off to them, as applicable, including the effects of U.S. federal, state, local, foreign and other tax laws.
Based upon the assumption that the spin-off fails to qualify as a tax-free Distribution under Section 355 of the Code, then each Jagged Peak stockholder receiving our shares of common stock in the spin-off generally would be treated as if such stockholder received a taxable Distribution in an amount equal to the fair market value of our common stock when received. This would result in:
o a dividend to the extent paid out of Jagged Peak' current and accumulated earnings and profits at the end of the year in which the spin- off occurs; then
o a reduction in your basis in Jagged Peak common stock to the extent that the fair market value of our common stock received in the spin-off exceeds your share of the dividend portion of the distribution;
o referenced above; and then
o gain from the sale or exchange of Jagged Peak common stock to the extent the amount received exceeds the sum of the portion taxed as a dividend and the portion treated as a reduction in basis;
o each shareholder's basis in our common stock will be equal to the fair market value of such stock at the time of the spin-off. If a public trading market for our common stock develops, we believe that the fair market value of the shares will be equal to the public trading price of the shares on the Distribution date. However, if a public trading market for our shares does not exist on the Distribution date, other criteria will be used to determine fair market value, including such factors as recent transactions in our shares, our net book value and other recognized criteria of value.
Following completion of the Distribution, information with respect to the allocation of tax basis among Jagged Peak and our common stock will be made available to the holders of Jagged Peak common stock.
U.S. information reporting requirements and back-up withholding may apply with respect to dividends paid on and the proceeds from the taxable sale, exchange or other disposition of our common stock unless the stockholder:
o is a corporation or comes within certain other exempt categories and, when required, demonstrates these facts; or
o provides a correct taxpayer identification number, certifies that there has been no loss of exemption from back-up withholding and otherwise complies with applicable requirements of the back-up withholding rules
A stockholder who does not supply Jagged Peak with his, her or its correct taxpayer identification number may be subject to penalties imposed by the I.R.S. Any amount withheld under these rules will be creditable against the stockholder's federal income tax liability. Stockholders should consult their tax advisors as to their qualification for exemption from back-up withholding and the procedure for obtaining such exemption. If information reporting requirements apply to the stockholder, the amount of dividends paid with respect to the stockholder's shares will be reported annually to the I.R.S. and to the stockholder.
Of the 1,602,096 shares of AcroBoo, Inc. common stock distributed to Jagged Peak stockholders in the spin-off, following the effectiveness of this Registration Statement, all 1,602,096 shares will be freely transferable under the Act, except for those securities received by persons who may be deemed to be affiliates of Jagged Peak under Securities Act rules. Persons who may be deemed to be affiliates after the spin-off generally include individuals or entities that control, are controlled by or are under common control with AcroBoo, Inc., such as our director and executive officer. Approximately 1,068,022 shares of our common stock will be held by affiliates after completion of the spin-off.
Persons who are affiliates of AcroBoo, Inc. generally will be permitted to sell their shares of AcroBoo, Inc. common stock received in the spin-off only pursuant to Rule 144 under the Securities Act. However, because the shares received in the spin-off are not restricted securities, the holding period requirement of Rule 144 will not apply. As a result, AcroBoo, Inc. common stock received by AcroBoo affiliates pursuant to the spin-off may be sold if certain provisions of Rule 144 under the Securities Act are complied with (e.g., the amount sold within a three-month period does not exceed the greater of one percent of the outstanding AcroBoo, Inc. common stock or the average weekly trading volume for AcroBoo, Inc. common stock during the preceding four-week period, and the securities are sold in "broker's transactions" and in compliance with certain notice provisions under Rule 144).
Our authorized common stock consists of 70,000,000 shares of common stock,
with a par value of $0.001 per share. Upon Distribution, there will be
1,602,096 common shares outstanding which were held by approximately eighty
(80) stockholders of record. There are 5,000,000 preferred shares
authorized and none issued.
Our common stock is entitled to one vote per share on all matters submitted to a vote of the stockholders, including the election of directors. Except as otherwise required by law, the holders of our common stock will possess all voting power. Generally, all matters to be voted on by stockholders must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast by all shares of our common stock that are present in person or represented by proxy. Holders of our common stock representing fifty-one percent (51%) of our capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our Articles of Incorporation. Our By-laws do not provide for cumulative voting in the election of directors.
Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.
We have not issued and do not have outstanding any warrants to purchase shares of our common stock.
We have not issued and do not have outstanding any options to purchase shares of our common stock.
We have not issued and do not have outstanding any securities convertible into shares of our common stock or any rights convertible or exchangeable into shares of our common stock.
Future sales of a substantial number of shares of our common stock in the public market could adversely affect market prices prevailing from time to time. The shares of our common stock offered may be resold without restriction or further registration under the Securities Act, except that any shares purchased by our "affiliates," as that term is defined under the Securities Act, may generally only be sold in compliance with Rule 144 under the Securities Act.
In general, Rule 144 promulgated by the Securities and Exchange Commission pursuant to the Securities Act, provides:
If the issuer of the securities is, and has been for a period of at least 90
days immediately before the sale, subject to the reporting requirements of
Section 13 or 15(d) of the Exchange Act, a minimum of six months must elapse
between the later of the date of the acquisition of the securities from the
issuer, or from an affiliate of the issuer, and any resale of such securities
in reliance on this section for the account of either the acquirer or any
subsequent holder of those securities.
If the issuer of the securities is not, or has not been for a period of at least 90 days immediately before the sale, subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, a minimum of one year must elapse between the later of the date of the acquisition of the securities from the issuer, or from an affiliate of the issuer, and any resale of such securities in reliance on this section for the account of either the acquirer or any subsequent holder of those securities.
Except as provided in Rule 144, the amount of securities sold for the account of an affiliate of the issuer in reliance upon this section shall be determined as follows: If any securities are sold for the account of an affiliate of the issuer, regardless of whether those securities are restricted, the amount of securities sold, together with all sales of securities of the same class sold for the account of such person within the preceding three months, shall not exceed the greatest of: (A) one percent of the shares or other units of the class outstanding as shown by the most recent report or statement published by the issuer, or (B) the average weekly reported volume of trading in such securities on all national securities exchanges and/or reported through the automated quotation system of a registered securities association during the four calendar weeks preceding the filing of notice required by paragraph (h) of Rule 144, or if no such notice is required the date of receipt of the order to execute the transaction by the broker or the date of execution of the transaction directly with a market maker, or (C) the average weekly volume of trading in such securities reported pursuant to an effective transaction reporting plan or an effective national market system plan during the four-week period specified in paragraph (e)(1)(ii) of Rule 144.
The provisions of Rule 144 providing for the six month holding period are not available for the resale of securities initially issued by a "shell company" which is defined as an issuer, other than a business combination related shell company, as defined in Rule 405, or an asset-backed issuer, as defined in Item 1101(b) of Regulation AB, that has no or nominal operations; and either no or nominal assets; assets consisting solely of cash and cash equivalents; or assets consisting of any amount of cash and cash equivalents and nominal other assets; or an issuer that has been at any time previously an issuer described in paragraph (i)(1)(i) of Rule 144.
Notwithstanding paragraph (i)(1) of Rule 144, if the issuer of the securities previously had been an issuer described in paragraph (i)(1)(i) but has ceased to be an issuer described in paragraph (i)(1)(i); is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; has filed all reports and other materials required to be filed by Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months (or for such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports, and has filed current "Form 10 information" with the SEC reflecting its status as an entity that is no longer an issuer described in paragraph (i)(1)(i), then those securities may be sold subject to the requirements of Rule 144 after one year has elapsed from the date that the issuer filed "Form 10 information" with the SEC.
The term "Form 10 information" means the information that is required by SEC Form 10, to register under the Exchange Act each class of securities being sold under Rule 144. The Form 10 information is deemed filed when the initial filing is made with the SEC.
In order for Rule 144 to be available, Acroboo must have certain information publicly available. We plan to publish information necessary to permit transfer of shares of our common stock in accordance with Rule 144 of the Securities Act, inasmuch as we have filed the registration statement with respect to this prospectus.
Nevada revised statutes sections 78.378 to 78.3793 provide state regulation over the acquisition of a controlling interest in certain Nevada corporations unless the articles of incorporation or bylaws of the corporation provide that the provisions of these sections do not apply. Our articles of incorporation and bylaws do not state that these provisions do not apply. The statute creates a number of restrictions on the ability of a person or entity to acquire control of a Nevada company by setting down certain rules of conduct and voting restrictions in any acquisition attempt, among other things. The statute is limited to corporations that are organized in the state of Nevada and that have 200 or more stockholders, at least 100 of whom are stockholders of record and residents of the State of Nevada; and does business in the State of Nevada directly or through an affiliated corporation. Because of these conditions, the statute does not apply to our company.
We have agreed to pay all expenses incident to the Distribution to the public of the shares being registered other than any commissions and discounts of underwriters, dealers or agents and any transfer taxes, which shall be borne by the selling security holders. The expenses which we are paying are set forth in the following table.
Nature of Expenses:
Amount
------
U. S. Securities and Exchange Commission registration fee $ 2
Legal fees and miscellaneous expenses* $ 5,000
Audit Fees $ 4,250
Transfer Agent Fees* $ 1,900
Printing* $ 348
-------
Total $11,500
=======
*Estimated Expenses.
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We have not declared or paid dividends on our Common Stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declaration or payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our then current financial condition, results of operations, capital requirements and other factors deemed relevant by the board of directors. There are no contractual restrictions on our ability to declare or pay dividends.
We are currently utilizing the services of Pacific Stock Transfer Co.,
4045 South Spencer Street, Suite 403, Las Vegas, NV 89119, Telephone:
(702) 361-3033. Pacific Stock Transfer serves in the capacity as our
transfer agent to have us track and facilitate the transfer of our stock.
Law Offices of Thomas C. Cook has opined on the validity of the shares of common stock being offered hereby.
The financial statements included in this prospectus and in the registration statement have been audited by De Joya Griffith & Company, LLC, an independent registered public accounting firm, to the extent and for the period set forth in their report appearing elsewhere herein and in the registration statement, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.
No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or distribution of the common stock was employed on a contingency basis or had, or is to receive, in connection with the distribution, a substantial interest, directly or indirectly, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents, subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer or employee.
Our officers/directors can be considered promoters of AcroBoo, Inc. in consideration of his participation and managing of the business of the company since its incorporation.
We have filed a registration statement on Form S-1 under the Securities Act of 1933, as amended, relating to the shares of common stock being offered by this prospectus, and reference is made to such registration statement. This prospectus constitutes the prospectus of Acroboo. filed as part of the registration statement, and it does not contain all information in the registration statement, as certain portions have been omitted in accordance with the rules and regulations of the Securities and Exchange Commission.
We are subject to the informational requirements of the Securities Exchange Act of 1934 which requires us to file reports, proxy statements and other information with the Securities and Exchange Commission. Such reports, proxy statements and other information may be inspected at public reference facilities of the SEC at 100 F Street N.E., Washington D.C. 20549. Copies of such material can be obtained from the Public Reference Section of the SEC at 100 F Street N.E., Washington, D.C. 20549 at prescribed rates. Because we file documents electronically with the SEC, you may also obtain this information by visiting the SEC's Internet website at http://www.sec.gov.
The public may read and copy any materials with the Commission at the SEC's Public Reference Room at 100 F Street, NE., Washington, DC 20549, on official business days during the hours of 10 a.m. to 3 p.m. The public may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330.
We intend to furnish our stockholders with annual reports containing audited financial statements.
AcroBoo, Inc.
FINANCIAL STATEMENTS
September 30, 2010
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Financial Statement
-------------------
PAGE
----
Independent Auditors' Report F-1
Balance Sheet F-2
Statements of Operations F-3
Statements of Changes in Stockholders' Equity F-4
Statements of Cash Flows F-5
Notes to Financials F-6
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De Joya Griffith & Company, LLC
CERTIFIED PUBLIC ACCOUNTANTS & CONSULTANTS
To the Board of Directors and Stockholders
Acroboo, Inc.
Tampa, Florida 33607
We have audited the accompanying balance sheet of Acroboo, Inc. (A Development Stage Company) as of September 30, 2010, and the statements of operations, stockholders' deficit and cash flows from Inception (June 14, 2010) through September 30, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Acroboo, Inc. (A Development Stage Company) as of September 30, 2010, and the results of its operations and cash flows from Inception (June 14, 2010) through September 30, 2010, in conformity with generally accepted accounting principles in the United States.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has not commenced its planned operations and the Company has not generated any revenue since inception, which all raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
De Joya Griffith & Company, LLC
/s/ De Joya Griffith & Company, LLC Henderson, Nevada November 1, 2010 |
AcroBoo, Inc.
(A Development Stage Company)
Balance Sheet
September 30,
2010
-------------
Assets
Current assets:
Cash and equivalents $ -
-------------
Total current assets -
Total assets $ -
=============
Liabilities and Stockholders' Equity
Current liabilities:
Accrued expense and accounts payable 1,500
-------------
Total current liabilities 1,500
Stockholders' equity:
Preferred stock, $0.001 par value, 5,000,000
Shares authorized, none issued -
Common stock, $0.001 par value, 70,000,000
shares authorized, none issued and outstanding
as of 9/30/10 -
Additional paid-in capital 3,075
Deficit accumulated during development
stage (4,575)
-------------
Total stockholders' equity (1,500)
-------------
Total liabilities and stockholders' equity $ -
=============
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The accompanying notes are an integral part of these financial statements.
AcroBoo, Inc.
(A Development Stage Company)
Statement of Operations
Inception
(June 14, 2010)
to September 30,
2010
----------------
Revenue $ -
----------------
Expenses:
Organizational costs 4,575
----------------
Total expenses 4,575
----------------
Net loss $ (4,575)
================
Weighted average number of
common shares outstanding 0
================
Net loss per share $ (0.00)
================
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The accompanying notes are an integral part of these financial statements.
AcroBoo, Inc.
(A Development Stage Company)
Statement of Stockholders' Equity
For the Period from Inception (June 14, 2010) to September 30, 2010
Preferred (Deficit)
Stock Common Stock Additional Accumulated Total
------------------ ------------------ Paid-in During Stockholders'
Shares Amount Shares Amount Capital Development Deficit
---------- ------- ---------- ------- -------- ---------- ----------
Inception
June 14, 2010 - $ - - $ - $ - $ - $ -
Contributed
Capital - - - - 3,075 3,075
Net loss - - - - - (4,575) (4,575)
---------- ------- ---------- ------- -------- ---------- ----------
Balance,
Sept 30, 2010 - $ - - $ - $ 3,075 $ (4,575) $ (1,500)
========== ======= ========== ======= ======== ========== ==========
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The accompanying notes are an integral part of these financial statements.
AcroBoo, Inc.
(A Development Stage Company)
Statement of Cash Flows
Inception
(June 14, 2010)
to September 30,
2010
----------------
Cash flows from operating activities:
Net loss $ (4,575)
Adjustments to reconcile net loss to net cash used
by operating activities:
Increase(decrease) in:
Accounts payable 1,500
----------------
Net cash used by operating activities (3,075)
----------------
Cash flows from financing activities:
Contributed capital 3,075
----------------
Net cash provided by financing activities 3,075
----------------
Net increase (decrease) in cash -
Cash - beginning -
----------------
Cash - ending $ -
================
Supplemental disclosures:
Interest paid $ -
================
Income taxes paid $ -
================
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The accompanying notes are an integral part of these financial statements.
AcroBoo, Inc.
(A Development Stage Company)
Notes to Financial Statements
NOTE 1. General Organization and Business
The Company was organized June 14, 2010 (Date of Inception) under the laws of the State of Nevada, as AcroBoo, Inc. The Company was incorporated as a subsidiary of Jagged Peak, Inc., a Nevada corporation. Jagged Peak, Inc. was incorporated November 12, 1999, and, at the time of spin off was listed on the Over the Counter Bulletin Board. The Company is a Development Stage Company as defined by Guide 7 of the Securities Exchange Commission's Industry Guide and FASB ASC 915 "Development Stage Entities".
Upon obtaining a Notice of Effectiveness from filing a Registration Statement with the U.S. Securities and Exchange Commission, the record shareholders of Jagged Peak, Inc. will receive one (1) common share, par value $0.001, of AcroBoo, Inc. common stock for every share of Jagged Peak, Inc. common stock owned. The AcroBoo, Inc. stock dividend will be based on 1,602,096 shares of Jagged Peak, Inc. common stock that are issued and outstanding as of the record date. Since AcroBoo, Inc. business is related to computer services whereas Jagged Peak, Inc.'s business was related to e-business software, the Jagged Peak, Inc. directors decided it was in the best interest of Jagged Peak, Inc. and AcroBoo, Inc.'s shareholders to spin off AcroBoo, Inc. to minimize any potential of conflict of interest, in accessing funding.
The spin-off will valued at par value since the company holds no assets, is uncertain as to future benefit, the stock is not trading, and the company has not received a stock symbol.
NOTE 2. Summary of Significant Accounting Policies
The Company has no cash assets and no current liabilities as of September 30, 2010. The relevant accounting policies are listed below.
AcroBoo, Inc.
(A Development Stage Company)
Notes to Financial Statements
NOTE 2. Summary of Significant Accounting Practices (Continued)
The Company has not issued any options or warrants or similar securities since inception.
The three levels of the fair value hierarchy are described below:
Level 1 Unadjusted quoted prices in active markets that are accessible at
the measurement date for identical, unrestricted assets or
liabilities;
Level 2 Quoted prices in markets that are not active, or inputs that are
observable, either directly or indirectly, for substantially the
full term of the asset or liability;
Level 3 Prices or valuation techniques that require inputs that are both
significant to the fair value measurement and unobservable
(supported by little or no market activity).
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AcroBoo, Inc.
(A Development Stage Company)
Notes to Financial Statements
NOTE 2. Summary of Significant Accounting Practices (Continued)
NOTE 3 - Going concern
The Company's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has not commenced its planned principal operations and it has not generated any revenues. In order to obtain the necessary capital, the Company is seeking equity and/or debt financing. There are no assurances that the Company will be successful, without sufficient financing it would be unlikely for the Company to continue as a going concern. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from the outcome of this uncertainty.
AcroBoo, Inc.
(A Development Stage Company)
Notes to Financial Statements
NOTE 4 - Stockholders' Equity
The Company is authorized to issue 70,000,000 shares of its $0.001 par value common stock and 5,000,000 shares of its $0.001 par value preferred stock.
There have been no issuances of common or preferred stock.
On June 14, 2010, a director of the Company contributed capital of $3,075 for incorporating and audit fees.
NOTE 5. Related Party Transactions
The Company does not lease or rent any property. Office services are provided without charge by a director. Such costs are immaterial to the financial statements and, accordingly, have not been reflected therein. The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts.
NOTE 6. Provision for Income Taxes
The Company accounts for income taxes under FASB Accounting Standard Codification ASC 740 "Income Taxes". ASC 740 requires use of the liability method. ASC 740 provides that deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, referred to as temporary differences. Deferred tax assets and liabilities at the end of each period are determined using the currently enacted tax rates applied to taxable income in the periods in which the deferred tax assets and liabilities are expected to be settled or realized.
As of September 30, 2010, the Company had net operating loss carry forwards of $4,575 that may be available to reduce future years' taxable income through 2030. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards. Net operation losses will begin to expire in 2030.
AcroBoo, Inc.
(A Development Stage Company)
Notes to Financial Statements
NOTE 6. Provision for Income Taxes (continued)
Components of net deferred tax assets, including a valuation allowance, are as follows at September 30, 2010:
2010
--------
Deferred tax assets:
Net operating loss carry forward $ 4,575
Total deferred tax assets 1,601
Less: valuation allowance (1,601)
Net deferred tax assets $ -
---------
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The valuation allowance for deferred tax assets as of September 30, 2010 was $1,601. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of September 30, 2010.
The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes. The sources and tax effects of the differences are as follows:
U.S federal statutory rate (35.0%)
Valuation reserve 35.0%
------
Total -%
NOTE 7. Operating Leases and Other Commitments
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The Company has no lease or other obligations.
AcroBoo, Inc.
(A Development Stage Company)
Notes to Financial Statements
NOTE 8. Recent Accounting Pronouncements
In April 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-13 (ASU 2010-13), Compensation-Stock Compensation (Topic 718): Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades - a consensus of the FASB Emerging Issues Task Force. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010. Earlier application is permitted. The Company does not expect the provisions of ASU 2010-13 to have a material effect on the financial position, results of operations or cash flows of the Company.
In April 2010, the FASB (Financial Accounting Standards Board) issued
Accounting Standards Update 2010-12 (ASU 2010-12), Income Taxes (Topic 740):
Accounting for Certain Tax Effects of the 2010 Health Care Reform
Acts. After consultation with the FASB, the SEC stated that it "would not
object to a registrant incorporating the effects of the Health Care and
Education Reconciliation Act of 2010 when accounting for the Patient
Protection and Affordable Care Act". The Company does not expect the
provisions of ASU 2010-12 to have a material effect on the financial
position, results of operations or cash flows of the Company.
In March 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-11 (ASU 2010-11), Derivatives and Hedging (Topic 815): Scope Exception Related to Embedded Credit Derivatives. The amendments in this Update are effective for each reporting entity at the beginning of its first fiscal quarter beginning after June 15, 2010. Early adoption is permitted at the beginning of each entity's first fiscal quarter beginning after issuance of this Update. The Company does not expect the provisions of ASU 2010-11 to have a material effect on the financial position, results of operations or cash flows of the Company.
In February 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-09 (ASU 2010-09), Subsequent Events (Topic 855): Amendments to Certain Recognition and Disclosure Requirements. This amendment addresses both the interaction of the requirements of this Topic with the SEC's reporting requirements and the intended breadth of the reissuance disclosure provision related to subsequent events (paragraph 855- 10-50-4). All of the amendments in this Update are effective upon issuance of the final Update, except for the use of the issued date for conduit debt obligors. That amendment is effective for interim or annual periods ending after June 15, 2010. The Company does not expect the provisions of ASU 2010- 09 to have a material effect on the financial position, results of operations or cash flows of the Company.
Our officers and directors are indemnified as provided by the Nevada Revised
Statutes and our bylaws. Under the Nevada Revised Statutes, director
immunity from liability to a company or its shareholders for monetary
liabilities applies automatically unless it is specifically limited by a
company's Articles of Incorporation. Our Articles of Incorporation do not
specifically limit our directors' immunity. Excepted from that immunity are:
(a) a willful failure to deal fairly with the company or its stockholders in
connection with a matter in which the director has a material conflict of
interest; (b) a violation of criminal law, unless the director had reasonable
cause to believe that his or her conduct was lawful or no reasonable cause to
believe that his or her conduct was unlawful; (c) a transaction from which
the director derived an improper personal profit; and (d) willful misconduct.
Our Articles and bylaws provide that we will indemnify our directors and officers to the fullest extent not prohibited by Nevada law; provided, however, that we may modify the extent of such indemnification by individual contracts with our directors and officers; and, provided, further, that we shall not be required to indemnify any director or officer in connection with any proceeding, or part thereof, initiated by such person unless such indemnification: (a) is expressly required to be made by law, (b) the proceeding was authorized by our board of directors, (c) is provided by us, in our sole discretion, pursuant to the powers vested in us under Nevada law or (d) is required to be made pursuant to the bylaws.
Our Articles and bylaws also provide that we may indemnify a director or former director of subsidiary corporation and we may indemnify our officers, employees or agents, or the officers, employees or agents of a subsidiary corporation and the heirs and personal representatives of any such person, against all expenses incurred by the person relating to a judgment, criminal charge, administrative action or other proceeding to which he or she is a party by reason of being or having been one of our directors, officers or employees.
Our directors cause us to purchase and maintain insurance for the benefit of a person who is or was serving as our director, officer, employee or agent, or as a director, officer, employee or agent or our subsidiaries, and his or her heirs or personal representatives against a liability incurred by him as a director, officer, employee or agent.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and control persons pursuant to the foregoing provisions or otherwise, we have been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy, and is, therefore, unenforceable.
II-1
The following table sets forth the expenses in connection with the issuance and distribution of the securities being registered hereby. All such expenses will be borne by the registrant; none shall be borne by any selling stockholders.
Expenses:
Amount
------
U. S. Securities and Exchange Commission registration fee $ 2
Legal fees and miscellaneous expenses* $ 5,000
Audit Fees $ 4,250
Transfer Agent Fees* $ 1,900
Printing* $ 348
-------
Total $11,500
=======
*Estimated expenses
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AcroBoo, Inc. is a wholly-owned subsidiary of Jagged Peak Jagged Peak plans to spin-off AcroBoo, Inc. There have been no shares issued to the shareholders of AcroBoo, Inc.. Shares will be issued to AcroBoo, Inc. subject to a Notice of Effectiveness of this Registration Statement.
II-2
(a) Exhibits:
The following exhibits are filed as part of this registration statement:
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EXHIBITS
SEC REFERENCE TITLE OF DOCUMENT LOCATION
NUMBER
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3.1 Articles of Incorporation This filing
---------------------------------------------------------------------------
3.2 Bylaws of the Registrant This filing
---------------------------------------------------------------------------
5.1 Opinion of Thomas C. Cook, Esq. This filing
regarding the legality of the
securities being registered
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23.1 Consent of De Joya Griffith. This filing
& Company, LLC
---------------------------------------------------------------------------
23.2 Consent of Thomas C. Cook, Esq. This filing
(included in Exhibit 5.1).
---------------------------------------------------------------------------
24.1 Power of Attorney (Contained on This filing
the signature page of this
registration statement)
---------------------------------------------------------------------------
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Item 28. Undertakings
The undersigned Registrant hereby undertakes:
(1) File, during any period in which offers or sales are being made, a post- effective amendment to this registration statement to:
(i) Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act");
(ii) Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of the securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement, and
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(iii) Include any additional or changed material information on the plan of distribution.
(2) For determining liability under the Securities Act, treat each post- effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering.
(3) File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.
(4) For determining liability of the undersigned small business issuer under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned undertakes that in a primary offering of securities of the undersigned small business issuer pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned small business issuer will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned small business issuer relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned small business issuer or used or referred to by the undersigned small business issuer;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned small business issuer or its securities provided by or on behalf of the undersigned small business issuer; and
(iv) Any other communication that is an offer in the offering made by the undersigned small business issuer to the purchaser.
Insofar as indemnification for liabilities arising under the Securities Act may be available to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred and paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereby, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dan Furlong, his true and lawful attorneys- in-fact, with full power of substitution and resubstitution, for his and in his name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this registration statement and to sign a registration statement pursuant to Section 462(b) of the Securities Act of 1933, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-1 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, and the State of Florida.
Date: November 1, 2010 By: /s/ Dan Furlong
---------------- ------------------------------------------
Dan Furlong
Title: Chief Executive Officer
Chief Financial Officer,
Secretary and Director (Principal
Executive, Financial, and Accounting
Officer)
|
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
November 1, 2010 /s/ Dan Furlong Chairman of the Board
--------------- Chief Executive Officer
Dan Furlong
|
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EXHIBITS
SEC REFERENCE TITLE OF DOCUMENT LOCATION
NUMBER
---------------------------------------------------------------------------
3.1 Articles of Incorporation This filing
---------------------------------------------------------------------------
3.2 Bylaws of the Registrant This filing
---------------------------------------------------------------------------
5.1 Opinion of Thomas C. Cook, Esq. This filing
regarding the legality of the
securities being registered
---------------------------------------------------------------------------
23.1 Consent of De Joya Griffith. This filing
& Company, LLC
---------------------------------------------------------------------------
23.2 Consent of Thomas C. Cook, Esq. This filing
(included in Exhibit 5.1).
---------------------------------------------------------------------------
24.1 Power of Attorney (Contained on This filing
the signature page of this
registration statement)
---------------------------------------------------------------------------
|
Exhibit 3.1 - Articles of Incorporation
/s/ Ross Miller Ross Miller Secretary of State of Nevada |
ROSS MILLER
Secretary of State
/State Seal/ 204 North Carson Street, Suite 4
Carson City, Nevada 89701-4520
(775) 684 5708
Website: www.nvsos.gov
--------------------------------
/ Articles of /
/ Incorporation /
/ (PURSUANT TO NRS CHAPTER 78) /
--------------------------------
1. Name of Corporation: AcroBoo Inc.
-------------------- ------------
2. Registered Agent for [ ] Commercial Registered Agent
Service of Process: Name
(check only one box) [X] Noncommercial Registered Agent
-------------------- (name and address below)
OR
--
[ ] Office or Position with Entity
(name and address below)
Law Offices of Thomas C. Cook, Ltd.
-----------------------------------------
Name of Noncommercial Registered Agent OR
Name of Title of Office or Other Position
with Entity
500 N. Rainbow Blvd., Suite 300
-----------------------------------------
Street Address
Las Vegas Nevada 89107
------------------ --------
City Zip Code
|
Mailing Address (if different from street address)
3. Authorized Stock: Number of shares
(number of shares with par value: 75,000,000
corporation ----------
authorized to issue)
-------------------- Par Value per share: $0.001
------
Number of shares
without par value: None.
--------
4. Names, Addresses,
Number of the Board of
Directors/Trustees:
----------------------
1. Paul Dermirdjian
-----------------------------------------
Name
3000 Bayport Dr., Ste. 250
-----------------------------------------
Street Address
Tampa FL 33607
----------------- ------ --------------
City State Zip Code
2. Daniel Furlong
-----------------------------------------
Name
3000 Bayport Dr., Ste. 250
-----------------------------------------
Street Address
Tampa FL 33607
----------------- ------ --------------
City State Zip Code
|
/s/ Paul Demirdjian
6. Names, Address Jagged Peak, Inc. It's President
and Signature of -------------------- ------------------------
Incorporator: Name Signature
(attach additional page
if there is more than 1 3000 Bayport Dr., Ste. 250
incorporator) --------------------------------------------
----------------------- Address
|
Tampa FL 33607
------------------- ------ ---------------
City State Zip Code
7. Certificate of I, hereby accept appointment as Resident
Acceptance of Agent for the above named corporation.
Appointment of
Registered Agent: /s/ Thomas C. Cook, Esq. 6/11/2010
----------------- ---------------------------------- ---------
Authorized Signature of R.A. or Date
On Behalf of R.A. Company
|
This form must be accompanied by the appropriate fees.
Exhibit 3.2
By-Laws of AcroBoo Inc.
ARTICLE I
OFFICES
1. THE PRINCIPAL OFFICES of the corporation shall be in the City of Tampa, State of Florida. The corporation may have such other offices within or without the State of Nevada as the Board of Directors may designate or as the business of the corporation may from time to time require.
ARTICLE II
STOCKHOLDERS
1. ANNUAL MEETING. The annual meeting of the stockholders shall be held on the first Monday in November of every other year commencing with the year 2011 at the hour of 10:00 a.m. for the purpose of electing directors and officers and for the transaction of other business that may come up before the meeting. If the day fixed for the annual meeting shall be declared a legal holiday, such meeting shall be held on the next succeeding business day. If the election of Directors shall not be held on the day designated herein for any annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as soon as conveniently may be.
2. SPECIAL MEETING. Special meeting of the stockholders may be called by the directors, or by the President. Special meetings shall be called any time upon the request of the stockholders owning not less than fifty percent (50%) of the outstanding stock of the corporation entitled to vote at such meeting.
3. PLACE OF MEETING. All meetings of the stockholders shall be held at the office of the corporate counsel of the corporation in the City of Las Vegas, State of Nevada or at such other place as shall be determined from time to time by the Board of Directors. If the place of the meeting is not at the office of the corporate counsel of the corporation, the place of such meeting shall be stated in the call of the meeting.
4. NOTICE OF MEETING. Notice of the time and place of the annual
meeting of stockholders shall be given by mailing written notice of the
meeting at least ten (10) days prior to the meeting to each stockholder of
record of the corporation entitled to vote at such meeting, such notice shall
be deemed to be delivered when deposited in the United States mail so
addressed, with postage prepaid thereon. The notice of the time and place of
special meetings shall be given by written notice or by personal notice five
(5) days prior to the meeting to each stockholder of record of the
corporation entitled to vote at such meeting.
5. CLOSING OF TRANSFER BOOKS. For the purpose of determining the stockholders entitled to notice of or entitled to vote at any regular meeting of stockholders or any special meeting, or of determining the stockholders entitled to receive payment of any dividend, or in order to make a determination of stockholders for any other purpose, the Directors of the corporation shall provide that the stock transfer books be closed for a stated period, but not to exceed in any case fifty (50) days. If the stock transfer books are to be closed for or the purpose of determining stockholders entitled to noticed of a special meeting or of the annual meeting of stockholders, such book shall be closed for at least fourteen (14) days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty (50) days and, in the case of a meeting of shareholders, not less than (10) days prior to the date on which a particular action requiring such determination of shareholders is to be taken. If the stock transfer books are not closed and no record date is fixed for determination of shareholders entitled to notice of or to vote at the meeting of shareholders, or shareholders entitled to received payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be record date for such determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.
6. VOTING LISTS. The officer or agent in charge of the stock transfer books for the corporation shall prepare before each meeting of stockholders a complete list of stockholders entitled to vote at the meeting arranged in alphabetical order with the address of and number of shares held by each person. The list shall be prepared five (5) days prior to the stockholders' meeting and shall be keep on file at the principal office of the corporation and subject to inspection during normal business hours by any stockholder. The list shall also be produced and kept open at the stockholders' meeting and shall be subject to inspection by any stockholder during the meeting.
7. QUORUM. The quorum at any annual of special meeting of stockholder shall consist of stockholders representing, capital stock of the corporation entitled to vote at such meetings, except as otherwise specifically provided by law or in the Articles of Incorporation. If a quorum is not present at a properly called stockholders' meeting, the meeting shall be adjourned by then present and an additional and further notice sent to all stockholders notifying them of the adjournment of the meeting and the date and time and place of the adjourned meeting. At such adjourned meeting. At such adjourned meeting, at which a quorum is present or represented, business may be transacted which might have been transacted at the meeting as originally notified.
8. PROXIES. At all meetings of stockholders, a stockholder may vote by proxy executed in writing by the stockholder or by their duly authorized attorney in fact. Such proxy shall be filed with the secretary of the Corporation before or at the time of the meeting.
9. VOTING OF SHARES. Subject to a special voting rights or restrictions attached to a class of shares, each shareholder shall be entitled to one vote for each share of stock in his or her own name on the books of the corporation, whether represented in person or by proxy.
10. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the Bylaws of such corporation may prescribe or in the absence of such provision, as the Board of Directors of such corporation may determine. Shares held by an administrator, executor, guardian or conservator may be voted by him, either in person or by proxy, without a transfer of such into her name. Shares standing the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into her name. Shares standing in the name of a receiver may be voted by such receiver, and the shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into her name, if authority to do so be contained in an appropriate order of the court by which such receiver was appointed. A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred. Shares of it own stock belonging to the Corporation shall be voted, directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any given time.
11. ORDER OF BUSINESS. The order of business at all meetings of stockholders shall be as follows:
a. Roll call.
b. Proof of notice of meeting or waiver of notice.
c. Reading of minutes of preceding meeting.
d. Reports of Officers.
e. Reports of Committees.
f. Election of Directors.
g. Unfinished Business.
h. New Business.
12. INFORMAL ACTION BY SHAREHOLDERS. Unless otherwise provided in the Nevada Corporate Law, any action that may be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior notice if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote on such action were present and voted. Unless the consents of all shareholders entitled to vote have been solicited in writing, and unless the unanimous written consent of all shareholders has been received, the Secretary shall give prompt notice of the corporate action approved by the shareholders without a meeting.
ARTICLE III
BOARD OF DIRECTORS
1. GENERAL POWERS. The business and affairs of the corporation shall be managed by the Board of Directors consisting of not less than one or more than nine directors. The Board of Directors shall be elected for a term of two years and shall hold office until the successors are elected and qualified. Directors need not be stockholders. In addition to the power and authority granted by the By-Laws and the Articles of Incorporation, the Board of Directors may exercise all such powers of the corporation and do all such lawful acts and things that are not forbidden by statute, Articles of Incorporation, or by these By-Laws.
2. VACANCIES. All vacancies in the Board of Directors, whether caused by resignation, death of otherwise, may be filled by a majority vote of the remaining director or directors, even though they constitute less than a quorum, or by a majority vote of the stockholders. This may be accomplished at any special or regular meeting of the Board of Directors or by the stockholders at any regular or special meeting. A director thus elected to fill any vacancies shall hold office for the unexpired term of their predecessor and until their successor is elected and qualified.
3. REGULAR MEETINGS. A regular meeting of the directors shall be held at the same time as the annual meeting of stockholders. No notice of the regular meeting of the Board of Directors shall be sent. The directors may provide by resolution the time and place for the holding of additional regular meetings other than the meeting at the annual meeting of stockholders, by giving notice under their same provisions as that notice given of a stockholders meeting.
4. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called at any time by the President, or in her absence, by the Vice President, or by any two directors, to be held at the time and place designated in notice of special meeting. The notice of special meeting shall be in the same form and done in the same manner as the notice given for stockholders' meeting.
5. NOTICE. Notice of any special meeting shall be given at least two
(2) days previous thereto by written notice delivered personally or mailed to
each director at h is business address, or by telegram. If mailed, such
notice shall be deemed to be delivered when deposited in the United States
mail so addressed, with postage thereon prepaid. If notice be given by
telegram, such notice shall be deemed to be delivered when the notice be
given to the telegraph company. Any directors may waive notice of any
meeting. The attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except; where a director attends a meeting
for the purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.
6. TELEPHONIC MEETING. A meeting of the Board of Directors may be had by means of a telephone conference or similar communications equipment by which all persons participating in the meeting can hear each other, and the participation in a meeting under such circumstances shall constitute presence at the meeting.
7. QUORUM. The majority of the Board of Directors shall be necessary at all meetings to constitute a quorum for the transaction of business. If less than a quorum is present, the meeting shall be adjourned. Any resolution adopted in writing and executed and signed by a majority of the Board of Directors, accompanied with a showing that the resolution had been presented to all directors, shall constitute and be a valid resolution as if the resolution had been adopted at a meeting at which all directors shall in all respects bind the corporation and constitute full and complete authority for the officers acting pursuant to it.
8. MANNER OF ACTING. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
9. ACTION WITHOUT A MEETING. Any action that may be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so to be taken, shall be signed before such action by all of the directors.
10. REMOVAL. Any director may be removed for cause by the majority vote of the stockholders or by a majority vote of the Board of Directors. Any director may be removed without cause by a majority vote of the stockholders.
11. RESIGNATION. Any director may resign at any time by giving written notice to the Board of Directors and the President or the Secretary or the corporation. The resignation shall be effective upon receipt of the notice and the acceptance of the resignation shall not be necessary to make it effective.
12. COMPENSATION. No compensation shall be paid to directors as such for their services but the Board of Directors by resolution can fix a sum for expenses for actual attendance at each regular or special meeting of the Board. Nothing contained herein shall be construed to preclude any director from serving the corporation in any other capacity and receiving a compensation therefore.
13. CONTRACTS. No contract or other transaction between this Corporation and any other corporation shall be impaired, affected or invalidated, nor shall any director be liable in any way by reason of the fact that one or more the directors of this Corporation is or are interested in, or is a director or officer, or are directors or officers of such other corporations, provided that such facts are disclosed or made known to the Board of Directors, prior to their authorizing such transaction. Any director may be a party to or may be interested in any contract or transaction of this Corporation , and no directors shall be liable in any way by reason of such interest, provided that the fact of such interest be disclosed or made known to the Board of Directors prior to their authorization of such contract or transaction, and provided that the Board of Directors shall authorize, approve or ratify such contract or transaction by the vote (not counting the vote of any such Director) of a majority of a quorum, notwithstanding the presence of any such director at the meeting at which such action is taken. Such director or directors may be counted in determining the presence of a quorum at such meeting. This Section shall not be construed to impair, invalidate or in any way affect any contract or other transaction which would otherwise be valid under the law (common, statutory or otherwise) applicable thereto.
14. COMMITTEES. The Board of Directors, by resolution adopted by a majority of the entire Board, may from time to time designated from among its members an executive committee and such other committees, and alternative members thereof, as they may deem desirable, with such powers and authority (to the extent permitted by law) as may be provided in such resolution. Each such committee shall serve at the pleasure of the Board.
15. PRESUMPTION OF ASSENT. A director of a corporation who is present at a meeting of the Board of Directors at which action on any corporate matter has been taken, will be presumed to have assented to the action taken unless their dissent is entered in the minutes of the meeting or unless they had filed their written dissent to such action with the person acting as the Secretary at the adjournment thereof, or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
ARTICLE IV
OFFICERS
1. OFFICERS. The officers of the corporation shall be a President, Vice-Presidents (if needed), a Secretary (if needed) and a Treasurer (if needed), each of whom shall be elected by the Board of Directors. Such officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors, including a Chairman of the Board. In its discretion, the Board of Directors may leave unfilled for any such period as it may determine any office except those of President and Secretary. Any two or more officers may be held by the same person. Officers may be directors or shareholders of the Corporation.
2. ELECTION AND TERM OF OFFICERS. The officers of the corporation shall be elected annually at the regular meeting of the Board of Directors. Each officer shall hold office for one year or until their successor shall have been duly elected and qualified. They can resign by giving written noticed to any member of the Board of Directors of the corporation. The resignation shall take effect upon receipt thereof and the acceptance shall not be necessary to make it effective.
3. RESIGNATION. Any officer may resign at any time by giving written notice of such resignation to the Board of Directors, or to the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or by such officer, and the acceptance of such resignation shall not be necessary to make it effective.
4. REMOVAL. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in their judgment, the best interests of the corporation would be served by such removal. Such removal shall be without prejudice to the contractual rights, if any, of the persons so removed.
5. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the directors for the unexpired position of the term.
6. PRESIDENT. The President shall be the principal executive officer, shall generally supervise and control all the business and affairs of the corporation. The President shall preside at all meetings of stockholders and of directors. she shall sign with the Secretary, Certificates for share of Common Stock. The President shall also sign deeds, mortgages, bonds, contracts of any other instrument which the directors have authorized to be executed by the President. The President shall be responsible for the Corporate Books, unless this is delegated to another officer. The President in general shall perform all the duties incident to the office of President and such other during as may be prescribed by she directors from time to time.
7. VICE-PRESIDENTS. In the absence of the President, or in the event of a death, inability or refusal to act, the Vice-President shall perform the duties of the President. When they are so acting, they shall have all the powers of and by subject to all the restrictions of the President. The Vice-President shall perform such other duties as from time to time may be assigned to him by the President or by the directors. The Vice-President shall serve in equal capacity.
8. SECRETARY. The secretary shall keep the minutes of the stockholders and of the directors meetings and shall see that all notices are duly given in accordance with the provisions of these By-Laws. The secretary shall issue the notices for all meetings except that a notice of a special meeting of the directors called at the request of two directors may be issued by those directors. The secretary shall keep a register of the post office address of each stockholder and shall have general charge of the stock transfer books unless this duty is given to a Transfer Agent. The secretary shall make reports and perform such other duties as are incident to their office or are properly required of them by the Board of Directors or the President.
9. TREASURER. The treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation. He/she shall receive monies due to the corporation and give receipts therefore and shall disperse the funds of the corporation in payment of the demands against the corporation as directed by the officers and the Board of Directors. He/she shall perform all duties incident to this office of as properly required of him/her by the officers or the Board of Directors. If required by the directors, the treasurer shall give a bond for faithful discharge of his/her duties in such sum as the directors shall determine.
10. SALARIES. The salaries of the officers shall be fixed from time to time by the Board of Directors, and no officers shall be prevented from receiving such salary by reason of the fact the he/she is also a director of the Corporation. Salaries of all officers of the corporation shall be fixed by a vote of the Board of Directors.
11. INABILITY TO ACT. In case of absence or inability to act of any officer of the corporation, the Board of Directors may from time to time delegate the powers or duties of such officer to any other officer of the corporation.
12. SURETIES AND BONDS. In the case the Board of Directors shall so require any officer, employee or agent of the Corporation shall execute to the Corporation a bond in such sum, and with such surety or sureties as the Board of Directors may direct, conditioned upon the faithful performance of his/her duties to the Corporation, including responsibility for negligence for the accounting for all property, funds or securities of the Corporation which may come into his/her hands.
13. SHARES OF STOCK OF OTHER CORPORATIONS. Whenever the Corporation is the holder of shares of stock of any other corporation, any right of power of the Corporation as such shareholder (including the attendance, acting and voting at shareholders' meetings and execution of waivers, consents, proxies or other instruments) may be exercised on behalf of the Corporation by the President, any Vice President or such other person as the Board of Directors my authorize.
ARTICLE V
INDEMNITY
1. INDEMNITY. The Corporation shall indemnify its directors, officers and employees as follows:
Every director, officer, or employee of the Corporation shall be indemnified by the Corporation against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon him/her in connection with any proceeding to which he/she may be made a party, or in which he/she may become involved, by reason of being or having been a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of the Corporation, partnership, joint venture, trust or enterprise, or any settlement thereof, whether or not he/she is a director, officer, employee or agent at the time such expenses are incurred, except in such cases wherein the director, officer, employee or agent is adjudged guilty of willful misfeasance or malfeasance in the performance of his/her duties; provided that in the event of a settlement the indemnification herein shall apply only when the Board of Directors approves such settlement and reimbursement as being for the best interests of the Corporation.
The Corporation shall provide to any person who is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of the corporation, partnership, joint venture, trust or enterprise, the indemnity against expenses of a suit, litigation or other proceedings which is specifically permissible under applicable law.
The Board of Directors may, in its discretion, direct the purchase of liability insurance by way of implementing the provisions of this Article.
ARTICLE VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS
1. CONTRACTS. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
2. LOANS. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.
4. DEPOSITS. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.
ARTICLE VII
SHARES OF STOCK
1. CERTIFICATES. Certificates representing share of the corporation shall be in a form designated by the directors. Such certificates shall be signed by the President and Secretary. All certificates for shares shall be consecutively numbered. The name and address of the stockholder, the number of shares, and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be canceled and no new certificates shall be issued until, the former certificate for a like number of share has been surrendered and canceled. The exception is the case of a lost or destroyed or mutilated certificate and in such case a new one may be issued when the person claiming that certificate is lost or destroyed or mutilated certifies to the corporation of that fact and indemnifies the corporation.
2. TRANSFER OF SHARES. A transfer of stock shall be made only upon the transfer books of the corporation kept at the office of the corporation or of the corporation or so elected held at a Transfer Agent office. Only registered stockholders in the transfer books of the corporation shall be entitled to be treated by the corporation as the holders in fact of stock. The corporation shall not be bound to recognize any equitable or other claims to or any interest in any share of stock which is not recorded upon the transfer books of the corporation in a manner prescribed by these By-Laws except as expressly provided by the laws of the State of Nevada.
ARTICLE VIII
FISCAL YEAR
1. FISCAL YEAR. The fiscal year of the corporation shall begin on the 1st day of November in each year and end on the 30th day of September.
ARTICLE IX
DIVIDENDS
1. DIVIDENDS. The directors may from time to time declare and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by these By-Laws.
ARTICLE X
SEAL
1. SEAL. The directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon, the name AcroBoo Inc., State of Nevada, 2010, and the words "corporate seal."
ARTICLE XI
WAIVER OF NOTICE
1. WAIVER. Unless otherwise provided by law, whenever any notice is required to be given to any stockholder or director of the corporation under the provisions of these By-Laws or under the provisions of the Articles of Incorporation, or under the provisions of the applicable Business Corporation Act, a waiver thereof in writing signed by the person or persons entitled to such notice, whether made before or after the time stated thereon, shall be deemed equivalent to giving of such notice.
ARTICLE XII
AMENDMENTS
1. AMENDMENTS. Alterations or amendments may be made by an affirmative vote of at least fifty-one percent of the stockholders in any duly called special or regular meeting or by a majority of the Board of Directors at any duly called regular or special meeting.
The above Bylaws are certified to have been adopted by the Board of Directors of the Corporation on the 29th day of June, 2009.
/s/ Daniel Furlong
------------------------
Daniel Furlong
Corporate Secretary
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Exhibit 5.1
The Law Offices of Thomas C. Cook, LTD.
Attorney and Counselor of Law
500 N. Rainbow, Suite 300
Las Vegas, NV 89107
Phone: (702) 221-1925
Fax: (702) 221-1963
November 1, 2010
To: Board of Directors, AcroBoo, Inc.
Re: Registration Statement of Form S-1 (the "Registration Statement")
Gentlemen:
We have acted as counsel for AcroBoo, Inc., a Nevada corporation (the "Company") in connection with the preparation of the Registration Statement on Form S-1 (the "Registration Statement"), as to which this opinion is a part, filed with the U. S. Securities and Exchange Commission (the "Commission") for the distribution by spin-off of up to 1,602,096 shares of common stock, $0.001 par value, of the Company (the "Shares").
In that connection, we have examined original copies, certified or otherwise identified to our satisfaction, of such documents and corporate records, and have examined such laws or regulations, as we have deemed necessary or appropriate for the purposes of the opinions hereinafter set forth.
Based on the foregoing, we are of the opinion that:
1. The company is a corporation duly organized and validly existing under the laws of the State of Nevada.
2. The Shares to be issued as covered by the Registration Statement and registered by the Company, when issued in accordance with the terms and conditions set forth in the Registration Statement, will be duly authorized, validly issued, fully paid and nonassessable.
We hereby consent to be named in the Prospectus forming Part I of the aforesaid Registration Statement under the caption, "Legal Matters" and the filing of this opinion as an Exhibit to said Registration Statement.
Sincerely,
Law Offices of Thomas C. Cook
/s/ Thomas C. Cook ------------------------ Thomas C. Cook, Esq. |
Exhibit 23.1
11.01.10
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
U.S. Securities and Exchange Commission
Washington, DC 20549
Ladies and Gentlemen:
We hereby consent to the incorporation and use in this Registration Statement of Acroboo, Inc. on Form S-1 of our audit report, dated November 1, 2010 relating to the accompanying balance sheet as of September 30, 2010 and the related statements of operations, stockholders' equity, and cash flows from inception (June 14, 2010) through September 30, 2010, which appears in such Registration Statement.
We also consent to the reference to our Firm under the title "Interests of Named Experts and Counsel" in the Registration Statement S-1 and this Prospectus.
De Joya Griffith & Company, LLC
/s/ De Joya Griffith & Company, LLC Henderson, NV 11.01.2010 |