Business Context and Reporting Period
This Form 8-K, dated December 21, 2012, reports a change of control for IIM Global Corporation (formerly Silverwood Acquisition Corporation). The filing details the transition of the registrant to prepare for a business combination with Innovation in Motion, Inc., a private company operating in handheld identification and mobile payment markets.
Key Financial Metrics
The filing does not provide comprehensive financial statements, revenue, profit, or cash flow data for the registrant. Specific financial details include:
- Stock Redemption: 19,500,000 shares were redeemed at $0.0001 per share for an aggregate price of $1,950.
- Equity Issuance: 1,000,000 shares of common stock were issued at par, representing 67% of the 1,500,000 total outstanding shares.
- Target Company Revenue: The private company, Innovation in Motion, Inc., is reported to have an estimated pre-tax revenue of $7.6 million.
Material Changes
Significant changes occurred on December 20, 2012, resulting in a change of control:
- Capital Structure: A massive reduction in outstanding shares via redemption, followed by the issuance of new shares to new ownership.
- Management Turnover: All previous officers and directors, including President James M. Cassidy and Vice President James McKillop, resigned.
- New Leadership: David S. Jones was appointed President, Secretary, Treasurer, and Director.
Outlook and Management Commentary
Management anticipates entering into a business combination with Innovation in Motion, Inc. The target company is described as having state-of-the-art products and active market penetration in the handheld identification and mobile payment sectors. David S. Jones, the new President, brings extensive experience in global business management, joint ventures, and operations from previous roles at Motorola and Intermec Technologies.
Investor Verification Checklist
- Verify the legal status and completion of the business combination with Innovation in Motion, Inc.
- Confirm the actual financial performance and valuation of Innovation in Motion, Inc., as the $7.6 million figure is an estimate.
- Review the terms of the unregistered stock issuance under Section 4(2) of the Securities Act.
- Assess the liquidity position of the registrant following the $1,950 redemption payment.