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