Business Context and Reporting Period
This Form 10-K covers the fiscal year ended December 31, 2012, for IIM Global Corporation (formerly Silverwood Acquisition Corporation). The company is a Delaware corporation in the developmental stage with no active operations or revenues. Its primary objective is to effect a business combination with a private entity to become a reporting company. On December 20, 2012, the company underwent a change in control, redeeming 19.5 million shares and appointing David S. Jones as the sole director and officer.
Key Financial Metrics
| Metric | Value (Dec 31, 2012) |
|---|---|
| Revenue | $0 |
| Net Loss | $(1,850) |
| Accumulated Deficit | $(3,193) |
| Cash and Cash Equivalents | $150 |
| Total Assets | $150 |
| Total Liabilities | $350 |
| Stockholders' Deficit | $(200) |
| Shares Outstanding | 1,500,000 |
The company has no debt other than accrued liabilities of $350. Liquidity is minimal, with only $150 in cash on hand.
Material Changes
- Change in Control: On December 20, 2012, former management resigned, and 19,500,000 shares were redeemed at $0.0001 per share. David S. Jones was appointed as the sole director and officer.
- Capital Structure: On December 21, 2012, 1,000,000 new shares were issued to David S. Jones, representing 67% of the outstanding stock.
- Financial Position: The company moved from a positive equity position of $1,600 in 2011 to a deficit of $(200) in 2012 due to operating losses and share redemptions.
Outlook, Risks, and Management Commentary
Business Combination: IIM Global is actively pursuing a merger with Innovation in Motion, Inc., a private company in the identification and mobile payment sectors. Innovation in Motion reported estimated pre-tax revenues of $7.8 million in 2012. No binding agreement has been executed as of the filing date, and the merger is anticipated for the second quarter of 2013.
Going Concern: Independent auditors have issued a report raising substantial doubt about the company's ability to continue as a going concern. The company has no operations, and its continuation depends on financial support from stockholders or the successful completion of a business combination.
Risks: There is no assurance that a business combination will occur. The company has no public market for its securities and relies on equity financing to continue operations. Management has not adopted a Code of Ethics or established an audit committee due to the lack of operations and small shareholder base.
Investor Verification Checklist
- Verify the status of the proposed merger with Innovation in Motion, Inc., as no binding agreement exists.
- Confirm the company's ability to secure additional equity financing given the $150 cash balance and substantial doubt regarding going concern status.
- Review the conflict of interest regarding David S. Jones, who serves as the sole officer of IIM Global and CEO of the potential target company.
- Monitor for any updates on the company's ability to list its securities on a public market (e.g., OTC Bulletin Board) post-merger.