ITEM 1. DESCRIPTION OF BUSINESS.
CERTAIN STATEMENTS IN THIS REPORT ON FORM 10-K (THIS "FORM 10-K"), CONSTITUTE "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1934, AS AMENDED, AND THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 (COLLECTIVELY, THE "REFORM ACT"). CERTAIN, BUT NOT NECESSARILY ALL, OF SUCH FORWARD-LOOKING STATEMENTS CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY SUCH AS "BELIEVES", "EXPECTS", "MAY", "SHOULD", OR "ANTICIPATES", OR THE NEGATIVE THEREOF OR OTHER VARIATIONS THEREON OR COMPARABLE TERMINOLOGY, OR BY DISCUSSIONS OF STRATEGY THAT INVOLVE RISKS AND UNCERTAINTIES. SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF ACIES CORPORATION AND ITS PRINCIPAL SUBSIDIARY, ACIES, INC. (COLLECTIVELY, "THE COMPANY", "WE", “ACIES,” "US" OR "OUR") TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. REFERENCES IN THIS FORM 10-K, UNLESS ANOTHER DATE IS STATED, ARE TO MARCH 31, 2010.
COMPANY HISTORY
The Company was originally incorporated in the State of Nevada on October 11, 2000. On October 1, 2003, the Company changed its name to Atlantic Synergy, Inc. (“Atlantic”). Our principal subsidiary, Acies, Inc., was incorporated in the State of Nevada on April 22, 2004 as GM Merchant Solutions, Inc., and changed its name to Acies, Inc. on June 23, 2004. On June 28, 2004, Acies, Inc. purchased substantially all of the assets of GM Merchant Solutions, Inc., a New York corporation ("GM-NY") and GMS Worldwide, LLC, a New York limited liability company ("GMS-NY"), including cash, accounts receivable, office equipment, furniture, computer hardware and software, and goodwill and other intangible property (including customer lists, leases, and material contracts) in exchange for Acies, Inc. common stock (the “Acies, Inc. Stock”). Mr. Oleg Firer, our current Chief Executive Officer and Director, Mr. Yakov Shimon, our former Vice President of Technology and Data Management, and Mr. Miron Guilliadov, our former Vice President of Sales, had been engaged in the payment processing business through GM-NY and GMS-NY.
On July 2, 2004, Atlantic acquired approximately 99.2% of the issued and outstanding common stock of Acies, Inc. in exchange for approximately 261,500 newly issued shares of Atlantic's common stock (the "Exchange"). In connection with, and subsequent to the Exchange, Atlantic transferred all of its assets held immediately prior to the Exchange, subject to all of Atlantic's then existing liabilities, to Terence Channon, Atlantic's former President and Chief Executive Officer, in consideration for Mr. Channon's cancellation of 42,850 shares of Atlantic's common stock and the cancellation of 2,000 shares of Atlantic's common stock held by a third party. The transaction was accounted for as a reverse merger. In connection with this transaction, the Acies, Inc. stock was exchanged for common stock of Atlantic.
In November 2004, Atlantic changed its name to Acies Corporation (“Acies” or the “Company”).
DESCRIPTION OF PRINCIPAL PRODUCTS AND SERVICES
The Company, through its wholly-owned subsidiary Acies, Inc., is engaged in the business of providing payment processing solutions to small and medium size merchants across the United States. Through contractual relationships with third parties to whom we outsource the providing of certain services, Acies is able to offer complete solutions for payment processing, whereby we consult with merchants to best determine their hardware and software needs; provide transaction authorization, settlement and clearing services; perform merchant acceptance and underwriting functions; program, deploy and install traditional and next-generation point-of-sale (POS) terminals; assist in the detection of fraudulent transactions; and provide customer and technical support and service on an on-going basis. We are a registered member service provider of Wells Fargo Bank, N.A. Historically we were sponsored by JPMorgan Chase Bank through a joint venture between JPMorgan Chase and First Data Corp. On May 27, 2008, JPMorgan Chase and First Data Corp announced that they had agreed to end their joint venture. On November 3, 2008, JPMorgan Chase and First Data Corp completed an ownership transition and ended their joint venture. As part of this transaction, First Data Corp assumed services to the joint venture’s customers and changed bank sponsorship to Wells Fargo Bank, N.A. The Company continues to do business under its legacy agreement, while negotiating new processing agreements with First Data Corp.
The Company’s payment processing services enable merchants to process Credit, Debit, Electronic Benefit Transfer (EBT), Check Conversion, and Gift & Loyalty transactions. Our card processing services enable merchants to accept traditional card-present transactions, including "swipe" and contactless transactions, as well as card-not-present transactions made by Internet or by mail, fax or telephone.
We outsource certain services to third parties, including the receipt and settlement of funds. In addition, we outsource for a fee certain underwriting and acceptance functions, effectively insuring against risk for entire processed transaction amounts relating to merchant fraud (while retaining the risk related to the fees representing our revenue stream and associated costs). By doing so, we intend to maintain an efficient operating structure which allows us to expand our operations without having to significantly increase fixed costs or retain certain risks associated with acceptance and underwriting of merchant accounts.
We derive the majority of our revenues from fee income related to transaction processing, which is primarily comprised of a percentage of the dollar amount of each transaction processed, as well as a flat fee per transaction. In the event that we have outsourced any of the services provided in the transaction, we remit a portion of the fee income to the third parties that have provided such outsourced services.
We market and sell our services primarily through an indirect sales channel, i.e., through independent sales agents and organizations. Our cost of revenues is comprised principally of interchange and association fees which are paid to the card-issuing bank and card association, and fees paid to third parties that have provided outsourced services. The fees paid are based upon fixed pricing schedules (certain detailed costs are fixed on a per transaction and/or event basis, while others are fixed as a percentage of the dollar volume of the transaction), which are subject to periodic revision, and are without regard to the pricing charged to the merchant. Fee structures with third parties providing outsourced services are reviewed, renegotiated and/or revised on a periodic basis, and are based on mutually agreed-to expectations relating to, for instance, minimum new business volume placed within specified periods which, if not met, would result in additional charges to be paid by the Company.
Although the Company initiates and maintains the primary relationships with the merchants whose transaction processing results in our revenues, including generally having control over pricing and retaining risk as it relates to the fees comprising our revenue stream, merchants do not have written contracts with the Company, and instead have contractual agreements with third-party processors to whom we outsource, and rely on to perform, certain services on our behalf.
Our fiscal year ends on March 31. References to a fiscal year refer to the calendar year in which such fiscal year ends.
MARKET OVERVIEW
The payment processing industry is an integral part of today's worldwide financial structure. The industry is continually evolving, driven in large part by technological advances. The benefits of card-based payments allow merchants to access a broader universe of consumers, enjoy faster settlement times and reduce transaction errors. By using credit or debit cards, consumers are able to make purchases more conveniently, whether in person, over the Internet, or by mail, fax or telephone, while gaining the benefit of loyalty programs, such as frequent flyer miles or cash back, which are increasingly being offered by credit or debit card issuers.
Consumers are also beginning to use card-based and other electronic payment methods for purchases at an earlier age in life, and increasingly for small dollar amount purchases. Given these advantages of card-based payment systems to both merchants and consumers, favorable demographic trends, and the resulting proliferation of credit and debit card usage, we believe businesses will increasingly seek to accept card-based payment systems in order to remain competitive.
Our management believes that cash transactions are becoming progressively obsolete. The proliferation of bank cards has made the acceptance of bank card payments a virtual necessity for many businesses, regardless of size, in order to remain competitive. In addition, the advent and growth of e-commerce have marked a significant new trend in the way business is being conducted. E-commerce is dependent upon credit and debit cards, as well as other cashless payment processing methods.
The payment processing industry continues to evolve rapidly, based on the application of new technology and changing customer needs. We intend to continue to evolve with the market to provide the necessary technological advances to meet the ever-changing needs of our market place. Traditional players in the industry must quickly adapt to the changing environment or be left behind in the competitive landscape.
COMPETITIVE BUSINESS CONDITIONS
We are committed not only to servicing clients' current processing needs, but also to being amongst the first to make available new technologies that may improve our merchants’ respective competitive positions. We are committed to gaining the expertise and relationships to adopt and implement new technologies that we believe may differentiate our service offerings.
The credit, charge and debit card transaction processing services business is highly competitive. Many of our current and prospective competitors have substantially greater financial, technical and marketing resources, larger customer bases, longer operating histories, more developed infrastructures, greater name recognition and/or more established relationships in the industry than we have. Because of this our competitors may be able to adopt more aggressive pricing policies than we can, develop and expand their service offerings more rapidly, adapt to new or emerging technologies and changes in customer requirements more quickly, take advantage of acquisitions and other opportunities more readily, achieve greater economies of scale, and devote greater resources to the marketing and sale of their services. Because of the high levels of competition in the industry and the fact that other companies may have greater resources, it may be impossible for us to compete successfully. However, we seek to differentiate the Company through our consultative approach, recommending and implementing the best possible overall payment processing solutions, tailored to merchants’ specific needs.
TARGET MARKETS
We provide services principally to small and medium-size merchants in retail, restaurant, supermarket, petroleum and hospitality sectors located across the United States. The small merchants we serve typically process on average in excess of $20,000 a month in credit card transactions and have an average transaction value of approximately $50.00 per transaction. These merchants have traditionally been underserved by larger payment processors. As a result, these merchants have historically paid higher transaction fees than larger merchants and have not been provided with tailored solutions and on-going services that larger merchants typically receive from larger processors.
We believe that we have developed significant expertise in industries that we believe present relatively low risk as customers are generally present and the products and/or services are generally delivered at the time the transaction is processed. These industries include “brick and mortar” retailers, hospitality, automotive repair shops, food stores, petroleum distributors and professional service providers. As of March 31, 2010, approximately 20% of our merchants were professional service providers, 21% were hospitality merchants, 11% were food stores, 10% were gas stations and petroleum distributors, 8% were automotive sales and repair shops, 5% were apparel stores, 2% were other “brick and mortar” retailers and 4% were other industries.
DISTRIBUTION METHODS
We have adopted what we believe to be an uncomplicated sales strategy enabling us to establish additions to our sales force in a quick, inexpensive manner. We market and sell our services primarily through relationships with independent sales agents and organizations. These agents and organizations act as a non-employee, external sales force in communities throughout the United States.
Our independent sales agents and organizations are principally compensated by receiving on-going monthly residual payments based on a percentage of transaction-based revenues less expenses relating to merchant accounts they have brought to the Company. This stream of residual payments is paid to them indefinitely, assuming that the merchant is still processing through Acies, and that the agent continues to serve the merchant’s needs.
RECENT MATERIAL TRANSACTIONS:
On or around February 18, 2010, with an effective date of March 1, 2010, we entered into an employment agreement with Steven Wolberg, the Company’s Director, who was appointed the Company’s Chief Strategy Officer (as described below)(the “Wolberg Employment Agreement”).
The Wolberg Employment Agreement provides for Mr. Wolberg to serve the Company as its Chief Strategy Officer as well as the Chief Strategy Officer of Acies, Inc., the Company’s wholly-owned subsidiary, for a period of three years, ending on February 28, 2013 (unless terminated previously as provided in the agreement and described below).
We agreed to pay Mr. Wolberg compensation of $200,000 per year, and that Mr. Wolberg would have the right, at the sole discretion of our Board of Directors, to receive an annual incentive bonus of up to a maximum of 70% of Mr. Wolberg’s annual base salary based on performance, and an annual discretionary bonus of up to 30% of Mr. Wolberg’s base salary. Finally, the employment agreement provided that we would reimburse Mr. Wolberg for a whole life insurance policy naming Mr. Wolberg’s designee as beneficiary of up to $1,350 per month and provide Mr. Wolberg a car allowance of up to $1,500 per month.
The employment agreement can be terminated by Mr. Wolberg for “cause” (as defined therein), by the Company for “good reason” as defined therein, by the mutual consent of the parties, or by any party at any time for any reason. The employment agreement is also terminated by Mr. Wolberg’s death or his disability (as described therein). In the event the agreement is terminated for “cause” by the Company, without “good reason” by Mr. Wolberg, or by mutual agreement, Mr. Wolberg is to be paid any earned but unpaid salary, benefits or bonuses, and reimbursement for any business expenses paid by Mr. Wolberg (the “Accrued Obligations”). In the event that Mr. Wolberg’s employment is terminated due to death or disability, he (or his heirs) are to receive the Accrued Obligations and up to 12 months of COBRA health coverage reimbursement (the “COBRA Coverage”). In the event the employment agreement is terminated without “cause” by the Company or for “good reason” by Mr. Wolberg, he is to receive the Accrued Obligations, the COBRA Coverage, and the greater of 12 months of salary or the remaining salary due to him under the term of the agreement.
We also agreed to grant Mr. Wolberg stock options to purchase 300,000 shares of our common stock at an exercise price of $1.00 per share (as described below) in consideration for Mr. Wolberg agreeing to serve as Chief Strategy Officer of the Company and in consideration for previous services rendered to the Company. The Wolberg Options are exercisable for five years from the date of the appointment, vested immediately, and contain a cashless exercise provision.
On October 30, 2009, we held an Annual Meeting of Stockholders (the “Meeting”). Present at the Meeting was Oleg Firer, the Company’s Chief Executive Officer and Director, who owns (and did own as of September 17, 2009, the record date for the Meeting (the “Record Date”)) all one thousand (1,000) outstanding shares of our Series A Preferred Stock, giving him the right to vote fifty-one percent (51%) of our voting shares eligible to vote at the annual meeting, totaling 77,003,854 (pre-reverse split) shares. Additionally, Mr. Firer beneficially owned 9,634,286 (pre-reverse split) shares of our outstanding common stock, representing 13.0% of our outstanding common stock as of the Record Date. Pinnacle Three Corporation, which is beneficially owned by Leon Goldstein, its President (“Pinnacle”), owned 22,515,000 (pre-reverse split) shares of common stock as of the Record Date, representing 30.4% of our outstanding common stock and Theodore Ferrara, our Director, owned 7,190,331 (pre-reverse split) shares of common stock, as a result of his beneficial ownership of Rite Holdings, Inc., representing 9.7% of our outstanding common stock as of the Record Date. Mr. Firer received proxies prior to the Meeting to vote the shares of common stock held by Pinnacle and Mr. Ferrara. As a result, Mr. Firer voted an aggregate of 116,343,471 (pre-reverse split) voting shares at the Meeting, representing a quorum of the outstanding shares of the Company as of the Record Date, and representing 77.1% of our voting stock as of the Record Date (150,987,949 (pre-reverse split) shares) to approve the following proposals (the “Proposals”):
1.
The election of Oleg Firer, Theodore Ferrara and Steven Wolberg as Directors of the Company to serve until the next annual meeting of the Company, or until their successor(s) are duly appointed;
2.
The authorization of the Board of Directors to amend our Certificate of Incorporation to effect a reverse split of our outstanding common stock in a ratio between 1:10 and 1:500, without further approval of our stockholders, upon a determination by our Board of Directors that such a reverse stock split is in the best interests of our Company and our stockholders;
3.
The ratification of the Company’s 2009 Stock Incentive Plan; and
4.
The ratification of the appointment of GBH CPAs, PC, as the Company’s independent auditors for the fiscal years ending March 31, 2009 and 2010.
On or around March 19, 2010, our Board of Directors voted unanimously to approve the filing of a Certificate of Amendment (the “Amendment”) to our Articles of Incorporation to affect a 1:100 reverse stock split (the “Stock Split”)(as previously approved by our majority shareholders at the Meeting, as described above); and to re-authorize 200,000,000 shares of our common stock, $0.001 par value per share and 5,000,000 shares of our preferred stock, $0.001 par value per share (the “Re-Authorizations”). In connection with the Reverse Split, the Board of Directors also resolved that any fractional shares left after the Stock Split would be rounded up to the nearest whole share, provided that no shareholder would hold less than 100 shares following the Stock Split (“Rounding”).
The Amendment authorizing the Stock Split and Re-Authorizations was filed with the Secretary of State of Nevada on March 22, 2010, and became effective with the Secretary of State of Nevada on March 31, 2010; provided however that the Stock Split did not become effective with the Financial Industry Regulatory Authority (“FINRA”) and therefore the Over-The-Counter Bulletin Board (“OTCBB”) until April 23, 2010. As a result of the filing of the Amendment and the Stock Split, the Company had approximately 1,216,168 post-Stock Split shares of common stock issued and outstanding (not taking into account any additional shares which will be issued due to the Rounding), and 200,000,000 shares of common stock, $0.001 par value per share and 5,000,000 shares of preferred stock, $0.001 par value per share, authorized. In connection with the Stock Split and the Rounding, the Company currently has 1,238,051 shares of common stock outstanding.
The affect of the Stock Split has been retroactively reflected throughout this report unless otherwise stated.
ITEM 1A.
ITEM 1A. RISK FACTORS
In addition to other information contained in this Form 10-K, the following Risk Factors should be considered when evaluating the forward-looking statements contained in this Form 10-K.
RISKS RELATED TO OUR FINANCIAL CONDITION AND BUSINESS
WE HAVE HAD LOSSES SINCE WE HAVE BECOME A PUBLIC REPORTING COMPANY.
We have incurred losses and experienced negative operating cash flow each year since we have become a public reporting company in April 2002. For our fiscal years ended March 31, 2010 and March 31, 2009, we had a net loss of $1,445,051 and $388,691, respectively. As of March 31, 2010, we had negative working capital of $1,087,773 and an accumulated deficit of $7,949,374.
Continued losses may require us to seek additional debt or equity financing. If debt financing is available and obtained, our interest expense may increase and we may be subject to the risk of default, depending on the terms of such financing. If equity financing is available and obtained it may result in our shareholders experiencing significant dilution. If such financing is unavailable our losses and negative operating cash flow may continue and we may be required to restrict growth by decreasing future marketing expenditures and/or investment in our infrastructure.
DEPENDENCY ON ADDITIONAL FINANCING.
As mentioned above, we have experienced negative operating cash flow and there is no assurance that we will have positive operating cash flow in the future. We have relied upon borrowings under the Loan and Security Agreement described in detail in the section “Management’s Discussion and Analysis” and in Note 2 to the Unaudited Consolidated Financial Statements in order to satisfy our liquidity needs. The borrowing capacity afforded us under this agreement has been fully utilized based on the eighteen month term of the Loan and Security Agreement. The Company needs to obtain additional financing to maintain liquidity and continue its business operations over the next twelve months.
OUR AUDITED FINANCIAL STATEMENTS FOR FISCAL YEAR 2010 INCLUDE AN OPINION FROM OUR INDEPENDENT AUDITORS INDICATING THAT THERE IS SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.
Our auditors have stated that due to our lack of profitability and our negative working capital, there is "substantial doubt" about our ability to continue as a going concern. This substantial doubt may limit our ability to access certain types of financing, or may prevent us from obtaining financing on acceptable terms.
MAJORITY VOTING CONTROL OVER THE COMPANY IS IN THE HANDS OF OUR CHIEF EXECUTIVE OFFICER AND DIRECTOR, OLEG FIRER.
Our Chief Executive Officer, Oleg Firer, can vote 319,625 shares of common stock representing 26.6% of the outstanding shares of common stock and all of our outstanding shares of Series A Preferred Stock, which can vote in aggregate 51% of the voting shares on any shareholder vote, and therefore vote 1,288,584 shares as of the date of this filing. As a result, Mr. Firer can vote an aggregate of 1,608,209 voting shares or 63.7% of the aggregate of 2,526,635 voting shares currently outstanding on any shareholder vote and therefore has majority voting control over the Company. As a result, Mr. Firer will exercise majority control in determining the outcome of all corporate transactions or other matters, including the election of Directors, mergers, consolidations, the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control. The interests of Mr. Firer may differ from the interests of the other stockholders and thus result in corporate decisions that are adverse to other shareholders.
THE INTERESTS OF MR. FIRER, OUR CHIEF EXECUTIVE OFFICER AND DIRECTOR AND MR. WOLBERG, OUR DIRECTOR AND CHIEF STRATEGY OFFICER, MAY DIFFER FROM THE INTERESTS OF OUR OTHER SHAREHOLDERS, AND THEY MAY ALSO COMPETE WITH THE COMPANY AND/OR ENTER INTO TRANSACTIONS SEPARATE FROM THE COMPANY.
Mr. Firer, our Chief Executive Officer and Director and Mr. Wolberg, our Director and Chief Strategy Officer, are involved in business interests separate from their involvement with the Company, including but not limited to Merchant Capital Holdings, and its affiliates, Prime Portfolios, LLC, and its affiliates, separate joint ventures between other individuals, including Mr. Firer and Mr. Wolberg, and other businesses and companies which also operate in the payment processing industry similar to and/or in competition with the Company. In February 2010, Mr. Wolberg, Mr. Firer and Leon Goldstein, who controls Pinnacle Three Corporation, a significant shareholder of the Company, formed an entity, pursuant to which each such party agreed to contribute certain interests such parties hold in various endeavors and to equally share the net profits generated by such entities. To date, the parties have not contributed any assets into a new entity which was formed in February 2010. Neither Mr. Firer nor Mr. Wolberg are under any obligation to include the Company in any transactions, businesses, operations, joint ventures or agreements which they undertake. As a result, we may not benefit from connections they make and/or agreements, ventures or understandings they enter into while employed by and/or while serving as officers or Directors of us, and they, or entities or affiliates they are associated with, including, but not limited to those disclosed above, may profit from transactions which they undertake while we do not. As a result, Mr. Firer and/or Mr. Wolberg may find it more lucrative or beneficial to cease serving as an officer or Director of the Company in the future and may resign from the Company at that time. Furthermore, while employed by us and/or while serving as officers or Directors of us, shareholders should keep in mind that they are not under any obligation to share their contacts or relationships and/or to enter into favorable contracts, agreements, ventures or understandings they may come across with the Company, and as a result may choose to enter into such contracts, agreements, ventures or understandings through entities which they own, operate or are affiliated with, which are not affiliated with us, which may in fact compete with us, and from which we will receive no benefit.
INVESTORS FACE A RISK THAT IN THE FUTURE, THE COMPANY WILL (A) ENTER INTO A MERGER OR ACQUISITION TRANSACTION; (B) AFFECT A SALE OF ALL OR SUBSTANTIALLY ALL OF ITS ASSETS AND OPERATIONS; (C) ENTER INTO A TRANSACTION THAT RESULTS IN NEW MANAGEMENT AND A NEW OPERATING BUSINESS OF THE COMPANY, VIA A REVERSE MERGER OR OTHERWISE; AND/OR (D) NO LONGER BE SUBJECT TO THE REPORTING REQUIREMENTS OF THE SEC.
The Company’s management, which includes Oleg Firer, who beneficially owns more than 50% of the voting shares of the Company and can therefore approve any change in control, merger, acquisition, sale of the Company’s assets, change in the Company’s operations and/or a change in management, may take steps in the future to merge the Company with another entity, enter into a business combination with a separate operating company, affect the sale of all or substantially all of our assets, affect a change in our business plan, business direction, operations and/or management, affect a transaction whereby the Company is no longer subject to the reporting requirements of the Securities and Exchange Commission (the “SEC”) and/or enter into a reverse merger transaction. However, the Company has not entered into definitive agreements in connection with any of the above transactions, and there can be no assurance that any such transaction will occur in the future.
In the event that we do enter into a merger, acquisition, reverse merger, or combination transaction with a separate entity in the future, our majority shareholders will likely change and new shares of common or preferred stock could be issued resulting in substantial dilution to our then current shareholders. As a result, our new majority shareholders will likely change the composition of our Board of Directors and replace our current management. The new management, or the transaction, will likely result in a change in our business focus (which may no longer include or have any relationship to payment processing or related services) and we can make no assurances that our new management will be able to properly manage our direction or that this change in our business focus will be successful. If we do enter into a transaction and our new management fails to properly manage and direct our operations, we may be forced to scale back or abandon our operations, which will cause the value of our securities to decline or become worthless.
In the event that the Company is no longer subject to the reporting requirements of the SEC, the Company’s stock would likely trade on the Pinksheets and would likely have less liquidity on such market and may trade at a lower share price than it currently trades. In the event that the Company enters into a reverse merger transaction, new management would run the Company and would likely operate a new business which may result in a loss on your investment.
THE COMPANY PAYS A MONTHLY FEE TO A PARTY AFFILIATED WITH THE COMPANY’S MAJORITY SHAREHOLDER AND PRESIDENT, OLEG FIRER FOR DAY-TO-DAY SUPPORT OF THE COMPANY’S OPERATIONS.
Merchant Processing Services Corp (“MPS”) provides day-to-day support functions, office and servicing for the Company for a monthly payment of between $25,000 to $30,000 per month. MPS is a wholly-owned subsidiary of Merchant Capital Holding Corp, partly owned by Star Capital Holdings Corp. (“Star”). Oleg Firer, the Company’s Chief Executive Officer, serves as a Co-Chairman of Star. No compensation has been paid to Mr. Firer by Star as consideration for being a Co-Chairman. Leon Goldstein, President of Pinnacle Three Corp., a significant shareholder of the Company, is a founder of Star and also serves as a Co-Chairman. For the year ended March 31, 2010, the Company paid expenses to MPS in the amount of $315,000. Potential conflicts of interest and/or perceived conflicts of interest exist between Mr. Firer’s relationship with MPS and the Company, which could cause the value of the Company’s securities to decline in value.
WE DEPEND ON VISA AND MASTERCARD REGISTRATION AND FINANCIAL INSTITUTION SPONSORS AND WE MUST COMPLY WITH THEIR STANDARDS TO MAINTAIN REGISTRATION. THE TERMINATION OF OUR REGISTRATION COULD REQUIRE US TO STOP PROVIDING PROCESSING SERVICES ALTOGETHER.
Our designation with Visa and MasterCard as a member service provider is dependent upon the sponsorship of member clearing banks, including Wells Fargo Bank, N.A., and our continuing adherence to the standards of the Visa and MasterCard credit card associations. In the event we fail to comply with these standards, Visa or MasterCard could suspend or terminate our designation as a member service provider. If these sponsorships are terminated and we are unable to secure another bank sponsor, we will not be able to process bankcard transactions. Because of the fact that the vast majority of the transactions we process involve Visa or MasterCard, the termination of our registration or any changes in the Visa or MasterCard rules that would impair our registration could require us to stop providing processing services altogether. This would severely impact our revenues, and with that the value of our Company.
WE DEPEND ON SALES AGENTS THAT DO NOT SERVE US EXCLUSIVELY AND HAVE THE RIGHT TO REFER MERCHANTS TO OUR COMPETITORS.
We rely primarily on the efforts of independent sales agents ("Sales Agents") to market our services to merchants seeking to establish an account with a payment processor in order to accept Credit, Debit, Electronic Benefit Transfer (EBT), Check Conversion and Gift & Loyalty transactions. Sales Agents are classified as either individuals or companies that seek to introduce both newly established and existing small, medium and large businesses including retailers, restaurants, supermarkets, petroleum stations and e-commerce retailers. Most of the Sales Agents that refer merchants to us are non-exclusive to us and therefore most of them have the right to refer merchants to other service providers. Our failure to maintain our relationships with our existing and future Sales Agents, and to recruit and establish new relationships with other Sales Agents, could adversely affect our revenues and growth, and increase our merchant attrition. This would lead to an increase in cost of revenues for us which would adversely impact net income.
INCREASES IN INTERCHANGE RATES MAY ADVERSELY AFFECT OUR PROFITABILITY.
Visa and MasterCard routinely increase their respective interchange rates each year. Interchange rates are also known as discount rates that are charged for transactions processed through Visa and MasterCard. Although we historically have reflected these increases in our pricing to merchants, there can be no assurance that merchants will continue to assume the entire impact of future increases or that transaction processing volumes will not decrease and merchant attrition increase as a result of these increases. If interchange rates increase to a point where it becomes unprofitable for us to enable merchants to accept Visa and MasterCard it would cause an increase in our cost of revenues and potentially make it unprofitable for us to continue without a change in our business plan.
INCREASES IN PROCESSING COSTS MAY ADVERSELY AFFECT OUR PROFITABILITY.
We are subject to certain contractual volume obligations that if not met, will cause our processing costs to increase and may therefore adversely affect our ability to attain and retain new and existing merchants. More information about our contractual obligations is located in the section of “Management’s Discussion and Analysis” entitled "Liquidity and Capital Resources."
HIGH LEVELS OF COMPETITION MAY HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The credit, charge and debit card transaction processing services business is highly competitive. Many of our current and prospective competitors have substantially greater financial, technical and marketing resources, larger customer bases, longer operating histories, more developed infrastructures, greater name recognition and/or more established relationships in the industry than we have. Because of this our competitors may be able to adopt more aggressive pricing policies than we can, develop and expand their service offerings more rapidly, adapt to new or emerging technologies and changes in customer requirements more quickly, take advantage of acquisitions and other opportunities more readily, achieve greater economies of scale, and devote greater resources to the marketing and sale of their services. Because of the high levels of competition in the industry and the fact that other companies may have greater resources, it may be impossible for us to compete successfully.
MAINTAINING CURRENT REVENUE LEVELS IS DEPENDENT UPON FACTORS IMPACTING THE PETROLEUM INDUSTRY.
Over 37% of the Company’s revenue is derived from merchants in the petroleum industry. The Company therefore has a risk of revenue being adversely impacted by significant decreases in gasoline prices, increases in merchant strategies to have more consumers pay in cash, or other negative factors which adversely affect the petroleum industry.
INCREASED MERCHANT ATTRITION MAY HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
We experience attrition in our merchant base in the ordinary course of business resulting from several factors, including business closures and losses to competitors. Despite our retention efforts, increased merchant attrition may have a material adverse effect on our financial condition and results of operations. If we are unable to gain merchants to replace the ones we lose, we may be forced to change, curtail or abandon our business plan.
OUR OPERATING RESULTS ARE SUBJECT TO SEASONAL FLUCTUATIONS IN CONSUMER SPENDING PATTERNS.
We have experienced in the past, and expect to continue to experience, seasonal fluctuations in our revenues as a result of consumer spending patterns. Historically, revenues have been weaker during the first two quarters of the calendar year and stronger during the third and fourth quarters. If, for any reason, our revenues are below seasonal norms during the third or fourth quarter, our net income could be lower than expected. This could lead to a decrease in the value of our common stock.
WE MAY BECOME SUBJECT TO CERTAIN STATE TAXES FOR CERTAIN PORTIONS OF OUR FEES CHARGED TO MERCHANTS.
We, like other transaction processing companies, may be subject to state taxation of certain portions of our fees charged to merchants for our services. Application of this tax is an emerging issue in the transaction processing industry and the states have not yet adopted uniform guidelines. If in the future we are required to pay such taxes and are not able to pass this expense on to our merchant customers, our financial results could be adversely affected.
WE MAY BE SUBJECT TO LIABILITY DUE TO SECURITY RISKS BOTH TO USERS OF OUR MERCHANT SERVICES AND TO THE UNINTERRUPTED OPERATION OF OUR SYSTEMS.
Security and privacy concerns of users of electronic commerce such as our merchant services may inhibit the growth of the Internet and other online services as a means of conducting commercial transactions. We rely on secure socket layer technology, public key cryptography and digital certificate technology to provide the security and authentication necessary for secure transmission of confidential information. However, various regulatory and export restrictions may prohibit us from using the strongest and most secure cryptographic protection available and thereby expose us to a risk of data interception. While we believe that our business model minimizes our accessing, transmitting and storing consumer information, because some of our activities may involve the storage and transmission of confidential personal or proprietary information, such as credit card numbers, security breaches and fraud schemes could damage our reputation and expose us to a risk of loss and possible liability. In addition, our payment transaction services may be susceptible to credit card and other payment fraud schemes perpetrated by hackers or other criminals. If such fraudulent schemes become widespread or otherwise cause merchants to lose confidence in our services, or in Internet payment systems generally, our revenues could suffer.
WE RELY ON THE INTERNET INFRASTRUCTURE, AND ITS CONTINUED COMMERCIAL VIABILITY, OVER WHICH WE HAVE NO CONTROL. ITS FAILURE COULD SUBSTANTIALLY UNDERMINE OUR BUSINESS STRATEGY.
Our success depends, in large part, on other companies maintaining the Internet system infrastructure, including maintaining a reliable network backbone that provides adequate speed, data capacity and security and to develop products that enable reliable Internet access and services. If the Internet continues to experience significant growth in the number of users, frequency of use and amount of data transmitted, the infrastructure of the Internet may be unable to support the demands placed on it, and as a result the Internet's performance or reliability may suffer. Because we rely heavily on the Internet, this would make our business less profitable.
WE MAY BE SUBJECT TO POTENTIAL LIABILITY FOR INFORMATION POSTED ON OUR CORPORATE WEBSITE.
The legal obligations and potential liability of companies which provide information by means of the Internet are not well defined and are evolving. Any liability of our company resulting from information posted on, or disseminated through, our corporate website could have a material adverse effect on our business, operating results and financial condition.
NEW AND POTENTIAL GOVERNMENTAL REGULATIONS DESIGNED TO PROTECT OR LIMIT ACCESS TO CONSUMER INFORMATION COULD ADVERSELY AFFECT OUR ABILITY TO PROVIDE THE SERVICES WE PROVIDE OUR MERCHANTS.
Due to the increasing public concern over consumer privacy rights, governmental bodies in the United States and abroad have adopted, and are considering adopting additional laws and regulations restricting the purchase, sale and sharing of personal information about customers. The laws governing privacy generally remain unsettled and it is difficult to determine whether and how existing and proposed privacy laws will apply to our business. Several states have proposed legislation that would limit the uses of personal information gathered using the Internet. Congress has also considered privacy legislation that could further regulate use of consumer information obtained over the Internet or in other ways. If legislation is passed by the individual states or Congress it would likely raise our cost of revenues, which would decrease our net profit.
OUR SYSTEMS AND OPERATIONS ARE VULNERABLE TO DAMAGE OR INTERRUPTION FROM FIRE, FLOOD, POWER LOSS, TELECOMMUNICATIONS FAILURE, BREAK-INS, EARTHQUAKE AND SIMILAR EVENTS OUTSIDE OF OUR CONTROL.
Our success depends, in part, on the performance, reliability and availability of our services. If our systems were to fail or become unavailable, such failure would harm our reputation, result in a loss of current and potential customers and could cause us to breach existing agreements. Our systems and operations could be damaged or interrupted by fire, flood, power loss, telecommunications failure, Internet breakdown, break-in, earthquake and similar events, and we would face significant damage as a result. In addition, our systems use sophisticated software which may in the future contain viruses that could interrupt service. For these reasons, we may be unable to develop or successfully manage the infrastructure necessary to meet current or future demands for reliability and scalability of our systems. If this happens, it is likely that we would lose customers and revenues would decrease.
WE RELY ON KEY MANAGEMENT.
Our success depends upon the personal efforts and abilities of Oleg Firer, our President and Chief Executive Officer. Our ability to operate and implement our business plan is heavily dependent on the continued service of Mr. Firer, as well as our ability to attract, retain and motivate other qualified personnel, particularly in the areas of sales, marketing and management for our company. We face aggressive and continued competition for such personnel. We cannot be certain that we will be able to attract, retain and motivate such personnel in the future.
We have a three year employment agreement in place with Mr. Firer; however, we do not maintain key-man insurance on the life of Mr. Firer. If Mr. Firer were to resign or die, the loss could result in loss of sales, delays in new product and service development and diversion of management resources, and we could face high costs and substantial difficulty in hiring qualified successors and could experience a loss in productivity while any such successor obtains the necessary training and experience. The loss of Mr. Firer, and our inability to hire, retain and motivate qualified sales, marketing and management personnel for our company would have a material adverse effect on our business and operations.
OUR REVENUES ARE HIGHLY SENSITIVE TO OVERALL CHANGES IN THE ECONOMY AND CONSUMER SPENDING PATTERNS IN GENERAL.
As we receive a greater number of payment processing fees the more consumers spent at the locations of the merchants who are our clients, we are highly susceptible to downturns in the overall economy and changes in consumer spending. Due to the downturns in the credit markets, bankruptcies of several large employers, as well as overall layoffs in the global economy and general malaise in the global consumer economy, we expect our revenues for the near future to be highly volatile and most likely lower than for the same periods of fiscal 2010. As a result, our results of operations and the value of our securities could decline in value and/or become worthless.
RISKS RELATING TO OUR COMMON STOCK
SHAREHOLDERS MAY BE DILUTED SIGNIFICANTLY THROUGH OUR EFFORTS TO OBTAIN FINANCING AND SATISFY OBLIGATIONS THROUGH THE ISSUANCE OF ADDITIONAL SHARES OF OUR COMMON STOCK.
Wherever possible, our Board of Directors attempts to use non-cash consideration to satisfy obligations. This non-cash consideration may consist of restricted shares of our common stock. Our Board of Directors has authority, without action or vote of the shareholders, to issue all or part of the authorized but unissued shares of common stock. In addition, we may attempt to raise capital by selling shares of our common stock, possibly at a discount to market. These actions will result in dilution of the ownership interests of existing shareholders, may further dilute common stock book value, and that dilution may be material. Such issuances may also serve to enhance existing management’s ability to maintain control of the Company because the shares may be issued to parties or entities committed to supporting existing management.
OUR HISTORIC STOCK PRICE HAS BEEN VOLATILE AND THE FUTURE MARKET PRICE FOR OUR COMMON STOCK IS LIKELY TO CONTINUE TO BE VOLATILE DUE IN PART TO THE LIMITED MARKET FOR OUR SHARES, WHICH MAY MAKE IT DIFFICULT FOR YOU TO SELL OUR COMMON STOCK FOR A POSITIVE RETURN ON YOUR INVESTMENT.
The public market for our common stock has historically been very volatile. Any future market price for our shares is likely to continue to be very volatile. This price volatility may make it more difficult for you to sell shares when you want at prices you find attractive. We do not know of any one particular factor that has caused volatility in our stock price. However, the stock market in general has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies. Broad market factors, general economic and political conditions, and the investing public's negative perception of our business may reduce our stock price, regardless of our operating performance. Further, the market for our common stock is limited and we cannot assure you that a larger market will ever be developed or maintained.
IF WE ARE LATE IN FILING OUR QUARTERLY OR ANNUAL REPORTS WITH THE SEC, WE MAY BE DE-LISTED FROM THE OVER-THE-COUNTER BULLETIN BOARD.
Pursuant to Over-The-Counter Bulletin Board ("OTCBB") rules relating to the timely filing of periodic reports with the SEC, any OTCBB issuer which fails to file a periodic report (Form 10-Q's or 10-K's) by the due date of such report (not withstanding any extension granted to the issuer by the filing of a Form 12b-25), three (3) times during any twenty-four (24) month period is automatically de-listed from the OTCBB. Such removed issuer would not be re-eligible to be listed on the OTCBB for a period of one-year, during which time any subsequent late filing would reset the one-year period of de-listing. Furthermore, any issuer delisted from the OTCBB more than one (1) time in any twenty-four (24) month period for failure to file a periodic report would be ineligible to be re-listed for a period of one-year year, during which time any subsequent late filing would reset the one-year period of de-listing. As we were late in filing our 10-K for the current period ended March 31, 2010, if we are late in our filings two more times in the twenty-four (24) month period following March 31, 2010, or three times in any subsequent twenty-four (24) month period and are de-listed from the OTCBB, or if our securities are de-listed from the OTCBB two times in any twenty-four (24) month period for failure to file a periodic report, our securities may become worthless and we may be forced to curtail or abandon our business plan.
WE MAY INCUR SIGNIFICANT EXPENSES AS A RESULT OF BEING QUOTED ON THE OVER THE COUNTER BULLETIN BOARD, WHICH MAY NEGATIVELY IMPACT OUR FINANCIAL PERFORMANCE.
We incur significant legal, accounting and other expenses as a result of being listed on the Over the Counter Bulletin Board. The Sarbanes-Oxley Act of 2002, as well as related rules implemented by the Commission has required changes in corporate governance practices of public companies. We expect that compliance with these laws, rules and regulations, including compliance with Section 404 of the Sarbanes-Oxley Act of 2002 as discussed in the following risk factor, may substantially increase our expenses, including our legal and accounting costs, and make some activities more time-consuming and costly. As a result, there may be a substantial increase in legal, accounting and certain other expenses in the future, which would negatively impact our financial performance and could have a material adverse effect on our results of operations and financial condition.
OUR INTERNAL CONTROLS OVER FINANCIAL REPORTING ARE NOT CONSIDERED EFFECTIVE, WHICH COULD RESULT IN A LOSS OF INVESTOR CONFIDENCE IN OUR FINANCIAL REPORTS AND IN TURN HAVE AN ADVERSE EFFECT ON OUR STOCK PRICE.
Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, we are required to furnish a report by our management on our internal controls over financial reporting. Such report is required to contain, among other matters, an assessment of the effectiveness of our internal controls over financial reporting as of the end of the year, including a statement as to whether or not our internal controls over financial reporting are effective. This assessment must include disclosure of any material weaknesses in our internal controls over financial reporting identified by management. As we were unable to assert that our internal controls were effective as of March 31, 2010, investors could lose confidence in the accuracy and completeness of our financial reports, which in turn could cause our stock price to decline.
OUR COMMON STOCK IS SUBJECT TO THE "PENNY STOCK" RULES OF THE SEC AND THE TRADING MARKET IN OUR SECURITIES IS LIMITED, WHICH MAKES TRANSACTIONS IN OUR STOCK CUMBERSOME AND MAY REDUCE THE VALUE OF AN INVESTMENT IN OUR STOCK.
The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:
·
that a broker or dealer approve a person's account for transactions in penny stocks; and
·
the broker or dealer receives from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.
In order to approve a person's account for transactions in penny stocks, the broker or dealer must:
·
obtain financial information and investment experience objectives of the person; and
·
make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in highlight form:
·
sets forth the basis on which the broker or dealer made the suitability determination; and
·
that the broker or dealer received a signed, written agreement from the investor prior to the transaction.
Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.
Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.
WE CURRENTLY HAVE A SPORADIC, ILLIQUID, VOLATILE MARKET FOR OUR COMMON STOCK, AND THE MARKET FOR OUR COMMON STOCK MAY REMAIN SPORADIC, ILLIQUID, AND VOLATILE IN THE FUTURE.
We currently have a highly sporadic, illiquid and volatile market for our common stock, which market is anticipated to remain sporadic, illiquid and volatile in the future and will likely be subject to wide fluctuations in response to several factors, including, but not limited to:
(1)
actual or anticipated variations in our results of operations;
(2)
our ability or inability to generate new revenues;
(3)
the number of shares in our public float;
(4)
increased competition; and
(5)
conditions and trends in the economy for consumer goods and credit card services.
Furthermore, because our common stock is traded on the over the counter bulletin board, our stock price may be impacted by factors that are unrelated or disproportionate to our operating performance. These market fluctuations, as well as general economic, political and market conditions, such as recessions, interest rates or international currency fluctuations may adversely affect the market price of our common stock. Additionally, at present, we have a limited number of shares in our public float, and as a result, there could be extreme fluctuations in the price of our common stock. Additionally, at present, we have a limited number of shares in our public float, and as a result, there could be extreme fluctuations in the price of our common stock. Further, due to the limited volume of our shares which trade and our limited public float, we believe that our stock prices (bid, asked and closing prices) may not reflect the actual value of our common stock. Shareholders and potential investors in our common stock should exercise caution before making an investment in the Company.
ITEM 2.
ITEM 2. DESCRIPTION OF PROPERTY
Our principal business address, 132 West 36th Street, 3rd Floor, New York, New York 10018, is provided to us free of charge by Merchant Processing Services Corp. (MPS), a company which services our clients for a fee. MPS is a wholly-owned subsidiary of Merchant Capital Holding Corp, a company controlled by Star Capital Holdings Corp, a company affiliated with our Chief Executive Officer, Oleg Firer.
We also maintain a space which we use as our mailing address and for additional executive offices at 3363 NE 163rd Street, Suite 705, North Miami Beach, Florida 33160, which is provided to us free of charge by Star Capital Holdings Corp, a company affiliated with our Chief Executive Officer, Oleg Firer.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
The Company is not subject to any legal proceedings other than the following: On December 4, 2006, Acies received a complaint filed in the Supreme Court of the State of New York, County of New York, by a merchant, which named as co-defendants several of our strategic partners, Acies and a third-party bank. The dispute relates to bank accounts used by the merchant to process credit and debit card transactions. Acies believes that the probability of any material loss is remote, especially when considering that we are contractually indemnified by a partner for the type of loss which would result from such a claim.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders during the fourth quarter of the fiscal year ended March 31, 2010.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock has been traded on the Over-The-Counter Bulletin Board under the symbol "ACIE". The table below sets forth, for the periods indicated, the high and low sale prices per share of the common stock as reported on the Over-The-Counter Bulletin Board. These quotations reflect prices between dealers do not include retail mark-ups, markdowns, and commissions and may not necessarily represent actual transactions. The values listed below have been retroactively reflected for the 1:100 reverse stock split effective with the Secretary of State of Nevada on March 31, 2010 (as described in greater detail above).
As of August 11, 2010, there were 1,238,051 shares of common stock outstanding.
As of August 11, 2010, there were approximately 64 stockholders of record of our common stock. This does not reflect those shares held beneficially or those shares held in "street" name.
Dividends
We have not paid cash dividends in the past, nor do we expect to pay cash dividends for the foreseeable future. We anticipate that earnings, if any, will be retained for the development of our business.
EQUITY COMPENSATION PLAN INFORMATION
On September 3, 2009, the Company's Board of Directors adopted the Company's 2009 Stock Incentive Plan (the "Plan"), which was ratified by the Company’s shareholders on October 30, 2009. The Plan is intended to secure for the Company the benefits arising from ownership of the Company's common stock by the employees, officers, Directors and consultants of the Company, all of whom are and will be responsible for the Company's future growth. The Plan is designed to help attract and retain for the Company, personnel of superior ability for positions of exceptional responsibility, to reward employees, officers, Directors and consultants for their services to the Company and to motivate such individuals through added incentives to further contribute to the success of the Company.
The Plan provides an opportunity for any employee, officer, Director or consultant of the Company, except for instances where services are in connection with the offer or sale of securities in a capital-raising transaction, or they directly or indirectly promote or maintain a market for the Company's securities, subject to any other limitations provided by federal or state securities laws, to receive (i) incentive stock options (to eligible employees only); (ii) nonqualified stock options; (iii) restricted stock; (iv) stock awards; (v) shares in performance of services; or (vi) any combination of the foregoing. In making such determinations, the Board of Directors may take into account the nature of the services rendered by such person, his or her present and potential contribution to the Company's success, and such other factors as the Board of Directors in its discretion shall deem relevant.
The maximum number of shares we are eligible to issue pursuant to the plan is 100,000 shares.
Through March 31, 2010 we have issued options pursuant to the Plan and other options which have not been approved by our shareholders, to our management team and Directors as follows:
RECENT SALES OF UNREGISTERED EQUITY SECURITIES
None.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
Item omitted as not required for smaller reporting companies.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
PLAN OF OPERATION FOR THE NEXT TWELVE MONTHS
Moving forward, we will continue to engage in the business of providing payment processing solutions to small and medium size merchants across the United States, and will use our best efforts to expand our client base and/or improve the Company’s profitability.
We have incurred losses and experienced negative operating cash flow each year since we have become a public reporting company. For the year ended March 31, 2010, we had a net loss of $1,445,051, and had an accumulated deficit of $7,949,374 and negative working capital of $1,087,773 as of March 31, 2010.
The Company received a going concern opinion from its auditors on its audited financial statements for fiscal 2010. Due to our lack of profitability and our negative working capital, there is "substantial doubt" about our ability to continue as a going concern. This substantial doubt may limit our ability to access certain types of financing, or may prevent us from obtaining financing on acceptable terms.
We anticipate needing to raise additional capital in the short term to continue our operations. We anticipate the need for approximately $2,000,000 to $5,000,000 of additional capital to support and grow our operations for the next 12 months. We may attempt to sell debt and/or equity securities in the future to raise additional funds to continue our business operations. If we are unable to raise additional funding in the future, we may be forced to curtail our business operations, change our business focus, cease our periodic filings, sell our assets, file for bankruptcy protection or dissolve the Company.
RESULTS OF OPERATIONS
FOR THE YEAR ENDED MARCH 31, 2010, COMPARED TO THE YEAR ENDED MARCH 31, 2009
Revenues decreased $3,494,092 or 41% to $5,113,557 for the year ended March 31, 2010, as compared to revenues of $8,607,649 for the year ended March 31, 2009. The decrease in revenues was principally due to the decrease in processing volumes (i.e., card-based sales in dollars) and the decrease in the number of transactions. The decrease reflects the decrease in merchant processing revenues resulting from the loss of merchant accounts and loss of sales agents, and greater pricing pressure in certain industries to which we market our services.
Cost of revenues decreased $3,360,512 or 45% to $4,164,715 for the year ended March 31, 2010, as compared to cost of revenues of $7,525,227 for the year ended March 31, 2009. The decrease in cost of revenues was principally attributable to the decrease in merchant processing costs that resulted from a decrease in merchant processing revenues.
Gross margin decreased $133,580 or 12% to $948,842 for the year ended March 31, 2010, as compared to gross margin of $1,082,422 for the year ended March 31, 2009, mainly due to the decrease in revenues.
Cost of revenues as a percentage of revenues was 81% for the year ended March 31, 2010, compared to 87% for the year ended March 31, 2009, a decrease in cost of revenues as a percentage of revenues of 6% from the prior period. The main reason for the decrease in cost of revenues as a percentage of revenues was due to the Company negotiating a reduced fee structure with First Data Corp.
We had personnel expense of $920,484 for the year ended March 31, 2010, compared to personnel expense of $648,921 for the year ended March 31, 2009, an increase of $271,563 or 42% from the prior period.
Other general, administrative and selling ("G&A") expense increased $543,841 or 83% to $1,201,946 for the year ended March 31, 2010, as compared to G&A expense of $658,105 for the year ended March 31, 2009. The increase in G&A expense was principally attributable to $785,736 in share-based compensation, partially offset by decreased personnel costs and operational costs associated with a scale down in our operation which was due mainly to the recent economic downturn resulting in lost merchant accounts and an increase in professional fees which was mainly due to increased fees due to Merchant Processing Services Corp., which provides day-to-day support functions, office and servicing for the Company for a monthly payment of between $20,000 to $50,000 per month. MPS is a wholly-owned subsidiary of Merchant Capital Holding Corp, partly owned by Star Capital Holdings Corp. (“Star”). Oleg Firer, the Company’s Chief Executive Officer, serves as a Co-Chairman of Star. Leon Goldstein, President of Pinnacle Three Corp., a significant shareholder of the Company, is a founder of Star and also serves as a Co-Chairman. For the year ended March 31, 2010, the Company paid expenses to MPS in the amount of $315,000.
Rent decreased to $0 for the year ended March 31, 2010, compared to $63,667 for the year ended March 31, 2009, which decrease was due to the fact that the Company’s Chief Executive Officer, Oleg Firer has been providing the Company use of office space free of charge since the Company’s lease on its prior New York office space expired in fiscal 2009.
We had an operating loss of $1,173,588 for the year ended March 31, 2010, compared to an operating loss of $224,604 for the year ended March 31, 2009, an increase in operating loss of $948,984 or 423% from the prior period.
During the year ended March 31, 2010, we incurred interest expense of $271,488 related to our notes payable compared to $144,287 for the prior year, an increase of $127,201 or 88% from the prior period. The increase in interest expense was mainly due to a non-cash expense of $218,164 for the induced conversion of notes payable, partially offset by a reduction in interest expense resulting from the reduced outstanding balance of loans and notes payable for the year ended March 31, 2010, compared to the year ended March 31, 2009.
We had a net loss of $1,445,051 for the year ended March 31, 2010, as compared to a net loss of $388,691 for the year ended March 31, 2009, an increase in net loss of $1,056,360 or 272% from the prior period. The increase in net loss was due to the $3,494,092 decrease in revenues, the $815,404 increase in total expenses and the $127,201 increase in interest expense, partially offset by the $3,360,512 decrease in cost of revenues for the year ended March 31, 2010, compared to the year ended March 31, 2009.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2010, we had total current assets of $413,989, consisting of accounts receivable of $412,829 and $1,160 of cash. We had total assets of $420,204, consisting of total current assets of $413,988 and $6,215 of fixed assets, net of accumulated depreciation.
We had total current liabilities of $1,501,762 as of March 31, 2010, which consisted of notes payable - RBL, current portion of $37,936, accounts payable and accrued expenses of $1,135,334, and accounts payable to related parties of $328,492. We had total liabilities of $1,505,186, which included total current liabilities of $1,501,762 and long-term portion of notes payable of $3,424.
As of March 31, 2010, we had negative working capital of $1,087,773 and an accumulated deficit of $7,949,374. The Company believes that the existing financing and expected revenues will not meet its current working capital and debt service requirements for the next twelve months. These issues raise substantial doubt about our ability to continue as a going concern. The accompanying financial statements do not include any adjustments relating to the recoverability of the carrying amount of recorded assets or the amount of liabilities that might result should the Company be unable to continue as a going concern.
The Company secured financing on October 31, 2006, when we entered into a Loan and Security Agreement (the “Loan Agreement”) with RBL Capital Group, LLC (“RBL”). The Loan Agreement provided a term loan facility with an original maximum borrowing of $2,000,000.
As of March 31, 2010, the aggregate amount outstanding from our RBL facility borrowings was $41,360. The amounts borrowed from RBL bear interest at 15.01% per annum. The Company has no remaining availability on the facility.
Acies is seeking to secure additional capital through debt and/or equity financing. We do not, however, have any commitments or identified sources of additional capital from third parties or from our officers, Directors or significant shareholders. There is no assurance that additional financing will be available on favorable terms, if at all. If we are unable to raise such additional financing, it would have a materially adverse effect upon our operations and our ability to fully implement our business plan, which would limit our ability to continue as an on-going business.
Cash Requirements
Our business is such that our revenues are generally recurring. Once we add a new account, which generally entails up-front expenditures, whether it be salaries for direct (i.e., Acies-employed) salespersons, or an investment in merchant terminal equipment, we typically receive revenue relating to that account for as long as the merchant is our customer. If we employ a strategy of utilizing independent sales agents and organizations who are not salaried and are paid on a performance-based basis, the up-front costs are even less; however; commissions payable to these independent sales agents are higher.
Our strategy is flexible, whereby we attempt to employ funds that are available to us to profitably grow the business as rapidly as possible, albeit in a controlled fashion, with an eye toward maintaining customer service levels and minimizing risk in order to retain merchants and have a long-term revenue stream. Funding may be necessary to grow the business significantly, especially through direct sales channels which would require the addition of salaried employees. In the absence of such funding, we believe that we can continue to grow at modest levels, relying more heavily on the indirect (i.e., independent sales agent) channel.
Most of our expenses are variable and are a function of our revenue stream, while other expenses are of a more fixed nature, but are still controllable. Moreover, our fixed expenses which reflect the on-going cost of our infrastructure would not need to be increased significantly as our revenue base increases. We estimate that over the next twelve months, to maintain a minimal rate of growth, we would have corporate operating expenses on a cash basis, excluding our cost of revenues which is variable, of approximately $1,000,000 and anticipate needing approximately $2,000,000 to $5,000,000 in additional funding to grow our operations. This would include our personnel costs, rent, professional fees, insurance, utilities and other office expenses. At our current revenue rate, assuming no improvement over historical margins, we believe that operating cash flow would not be sufficient to cover our expenditures, unless we are able to obtain additional financing.
We have no current commitment from our officers and Directors or any of our shareholders to supplement our operations or provide us with financing in the future. If we are unable to raise additional capital from conventional sources and/or additional sales of stock in the future, we may be forced to curtail or cease our operations. The failure to obtain financing could have a substantial adverse effect on our business and financial results.
In the future, we may be required to seek additional capital by selling debt or equity securities, selling assets, or otherwise be required to bring cash flows in balance when we approach a condition of cash insufficiency. The sale of additional equity or debt securities will result in dilution to our then shareholders. We provide no assurance that financing will be available in amounts or on terms acceptable to us, or at all.
Cash Flows
The Company had $91,593 of cash provided by operating activities for the year ended March 31, 2010, which mainly consisted of $1,445,051 of net loss, partially offset by $785,736 of share-based compensation and $218,164 of non-cash interest expense from induced conversion of debt.
The Company had $134,688 of cash used in financing activities for the year ended March 31, 2010, which was due solely to repayment of notes payable.
OFF BALANCE SHEET ARRANGEMENTS
We do not have any off balance sheet arrangements.
CRITICAL ACCOUNTING POLICIES
Our discussion and analysis of our financial condition and results of operations is based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of any contingent assets and liabilities. On an on-going basis, we evaluate our estimates. We base our estimates on various assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
We believe the following critical accounting policy affects our more significant estimates and judgments used in the preparation of our financial statements:
Revenue recognition. Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable, and collectability is reasonably assured. Substantially all of Acies’s revenue is derived from providing credit and debit card processing services, and it is recognized when the services are rendered. When a merchant has a business transaction for processing (e.g., purchases of goods or services for which payments are accepted using credit or debit cards), the amount of the processing fees due from the merchant that is discounted from the transaction amount prior to the merchant receiving net proceeds is the amount that Acies recognizes as revenue.
Revenue is recognized on a gross basis (i.e., prior to deducting expenses paid to third parties for outsourced processing and settlement services), with such determination based on Acies’s review and interpretation of current accounting promulgations, including but not limited to Emerging Issues Task Force Consensus 99-19, “Reporting Revenue Gross as Principal versus Net as an Agent” (“EITF 99-19”). We believe that most of the indicators of gross revenue reporting discussed in EITF 99-19 support our revenue recognition policy. Factors which were critical in our determination included, but were not limited to, the extent to which Acies has latitude in establishing price, credit risk and discretion in supplier selection.
Acies has very broad latitude in negotiating and setting the pricing paid by the merchants for electronic transactions, including all fees relating to merchants’ acceptance of credit and debit card payments. Pricing generally is unique to each merchant, and is principally based upon the merchant’s tailored needs, competitive pricing issues and a satisfactory profit margin for Acies. Although pricing varies by merchant, Acies’s costs relating to these transactions, paid to third-party processors and others to whom Acies outsources certain functions, are generally fixed and are based upon predetermined cost schedules which apply regardless of the pricing agreed to by the merchant. Acies control of pricing is critical to the determination of profitability as it relates to any given merchant.
Acies has credit risk relating to the revenue it recognizes. Should there be a problem with any given transaction, or with fraudulent conduct by any given merchant, Acies is not generally liable for the underlying value of a transaction (i.e., the amount paid by a consumer of a product or service paid for by credit or debit card). We are, however, generally liable for the transaction costs (as described above), even if we do not receive the revenue relating to the transaction.
Although Acies is generally not a formal party to a merchant agreement, we do have a choice of third-party processors and servicers to whom we may outsource certain on-going functions relating to any given merchant account and its related transactions. In most cases, we have the contractual authority with our third-party processors to switch a merchant account from one third-party processor to another, assuming that the merchant agrees to do so.
The above factors, along with Acies being the primary point of contact in the acquiring and on-going servicing of its merchants, as well as the full spectrum of services that Acies provides to its merchants, have led Acies to the judgment that gross revenue reporting is the most appropriate accounting treatment. In addition, we believe that based on our business model, our investors and other readers of our financial statements benefit greatly from this presentation as it exhibits the impact on profitability of the Company’s pricing policies.
Share-based Compensation. We account for share-based payments under SFAS 123R (ASC 718), which requires that share-based payments be reflected as an expense based upon the grant-date fair value of those awards. The expense is recognized over the remaining vesting periods of the awards. The Company estimates the fair value of these awards, including stock options and warrants, using the Black-Scholes model. This model requires management to make certain estimates in the assumptions used in this model, including the expected term the award will be held, volatility of the underlying common stock, discount rate and forfeiture rate. We develop our assumptions based on our past historical trends as well as consider changes for future expectations.
EFFECT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles (“SFAS 168” or ASC 105-10). SFAS 168 (ASC 105-10) establishes the Codification as the sole source of authoritative accounting principles recognized by the FASB to be applied by all nongovernmental entities in the preparation of financial statements in conformity with GAAP. SFAS 168 (ASC 105-10) was prospectively effective for financial statements issued for fiscal years ending on or after September 15, 2009, and interim periods within those fiscal years. The adoption of SFAS 168 (ASC 105-10) on July 1, 2009 did not impact the Company’s results of operations or financial condition. The Codification did not change GAAP; however, it did change the way GAAP is organized and presented. As a result, these changes impact how companies reference GAAP in their financial statements and in their significant accounting policies. The Company implemented the Codification in this Report by providing references to the Codification topics alongside references to the corresponding standards.
In May 2009, the FASB issued SFAS No. 165 (ASC 855-10) entitled “Subsequent Events”. Companies are now required to disclose the date through which subsequent events have been evaluated by management. Public entities (as defined) must conduct the evaluation as of the date the financial statements are issued, and provide disclosure that such date was used for this evaluation. SFAS No. 165 (ASC 855-10) provides that financial statements are considered “issued” when they are widely distributed for general use and reliance in a form and format that complies with GAAP. SFAS No. 165 (ASC 855-10) is effective for interim or annual periods ending after June 15, 2009, and must be applied prospectively. The adoption of SFAS No. 165 (ASC 855-10) during the quarter ended December 31, 2009 did not have a significant effect on the Company’s financial statements as of that date or for the quarter or year-to-date period then ended. In connection with preparing the accompanying unaudited financial statements as of March 31, 2010 and for the year then ended, management evaluated subsequent events through the date that the financial statements were issued (filed with the SEC).
With the exception of the pronouncements noted above, no other accounting standards or interpretations issued or recently adopted are expected to a have a material impact on the Company’s consolidated financial position, operations or cash flows.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
FINANCIAL STATEMENT INDEX
ACIES CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2010 AND 2009
PAGE
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Shareholders’ Deficit
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
To the Board of Directors
Acies Corporation
New York, New York
We have audited the accompanying consolidated balance sheets of Acies Corporation (the “Company”) as of March 31, 2010 and 2009, and the related consolidated statements of operations, shareholders’ deficit, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is 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 the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Acies Corporation as of March 31, 2010 and 2009 and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that Acies Corporation will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations and negative cash flows from operations, all of which 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 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ GBH CPAs, PC
GBH CPAs, PC
www.gbhcpas.com
Houston, Texas
August 16, 2010
ACIES CORPORATION
CONSOLIDATED BALANCE SHEETS
As of March 31, 2010 and 2009
The accompanying notes are an integral part of these consolidated financial statements.
ACIES CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
Years Ended March 31, 2010 and 2009
The accompanying notes are an integral part of these consolidated financial statements.
ACIES CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT
Years ended March 31, 2010 and 2009
The accompanying notes are an integral part of these consolidated financial statements.
ACIES CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended March 31, 2010 and 2009
The accompanying notes are an integral part of these consolidated financial statements.
ACIES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business. Acies Corporation (“Acies” or the “Company”), through its wholly-owned subsidiary Acies, Inc., provides payment processing services to merchants across the United States. Acies's payment processing services enable merchants to process Credit, Debit, Electronic Benefit Transfer (EBT), Check Conversion, and Gift & Loyalty transactions. Acies also offers traditional and next-generation point-of-sale (POS) terminals, which enable merchants to utilize Acies's payment processing services. Acies outsources certain processing services to various third parties, including First Data.
Cash and Cash Equivalents. Acies considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.
Principles of Consolidation. The accompanying consolidated financial statements include the accounts of Acies and Acies, Inc. All significant intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates. In preparing financial statements in conformity with generally accepted accounting principles, management makes 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 period. Actual results could differ from those estimates.
Reclassifications. Certain reclassifications have been made to amounts in prior periods to conform with the current period presentation. All reclassifications have been applied consistently to the periods presented.
Revenue Recognition. Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable, and collectability is reasonably assured. Substantially all of Acies’s revenue is derived from providing credit and debit card processing services, and it is recognized when the services are rendered. Revenue is deferred and recorded over the required service period if all revenue criteria have not been met when the fee is received. When a merchant has a business transaction for processing (e.g., purchases of goods or services for which payments are accepted using credit or debit cards), the amount that is discounted from the transaction amount prior to the merchant receiving net proceeds is the amount that Acies recognizes as revenue. Revenue is recognized on a gross basis (i.e., prior to deducting expenses paid to third parties for outsourced processing and settlement services), with such determination based on Acies’s review and interpretation of current accounting promulgations, including but not limited to Emerging Issues Task Force Memorandum 99-19 “Reporting Revenue Gross as Principal versus Net as an Agent” (“EITF 99-19”). The indicators of gross revenue reporting which led to our determination included, but were not limited to, the extent to which Acies has latitude in establishing price, our credit risk and our discretion in supplier selection.
Any revenue relating to services to be performed in the future is deferred and recognized on a straight-line basis over the period during which the services will be performed.
Allowance for Doubtful Accounts. Bad debt expense is recognized based on management’s estimate of likely losses per year, based on past experience and an estimate of current year uncollectible amounts. As of March 31, 2010 and 2009, no allowance for doubtful accounts was deemed necessary.
Long-lived Assets. At each balance sheet date or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, management of the Company evaluates the recoverability of such assets. An impairment loss is recognized if the amount of undiscounted cash flows is less than the carrying amount of the asset, in which case the asset is written down to fair value. The fair value of the asset is measured by either quoted market prices or the present value of estimated expected future cash flows using a discount rate commensurate with the risks involved.
Stock Based Compensation. We account for share-based payments under in accordance with generally accepted accounting principles, which requires that share−based payments be reflected as an expense based upon the grant−date fair value of those awards. The expense is recognized over the remaining vesting period of the awards. The Company estimates the fair value of these awards, including stock options and warrants, using the Black−Scholes model. This model requires management to make certain estimates in the assumptions used in this model, including the expected term the award will be held, volatility of the underlying common stock, discount rate and forfeiture rate. We develop our assumptions based on our past historical trends as well as consider changes for future expectations. For restricted stock awards, the Company values the stock based on the closing price of our common stock on the date of the award, and recognizes the expense over the vesting period of the restricted stock on a straight-line basis.
Income Taxes. Deferred taxes are provided on the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and accrued tax liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Net Loss per Share. Acies calculates basic net loss per share based on the weighted average number of common shares outstanding during the year. Diluted loss per share is calculated based on the weighted-average number of outstanding common shares plus the effect of dilutive potential common shares, using the if-converted method. Acies’s calculation of diluted net loss per share excludes potential common shares as of March 31, 2010 and 2009 as the effect would be anti-dilutive.
Risks from Concentrations. The majority of our merchants’ transactions are processed by a third-party processor. The Company therefore has a risk of our processor significantly increasing our costs of outsourcing the services provided. The Company, however, believes that there are alternative processing relationships available should this occur.
In addition, 37% of the Company’s revenue is derived from merchants in the petroleum industry. The Company therefore has a risk of revenues being adversely impacted by significant decreases in gasoline prices or other negative factors which adversely affect the petroleum industry.
Fair Value of Financial Instruments. The carrying value of the accounts receivable, accounts payable and accrued expenses and notes payable approximate their respective fair values due to their short maturities.
Recently Issued Accounting Pronouncements.
In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles (“SFAS 168” or ASC 105-10). SFAS 168 (ASC 105-10) establishes the Codification as the sole source of authoritative accounting principles recognized by the FASB to be applied by all nongovernmental entities in the preparation of financial statements in conformity with GAAP. SFAS 168 (ASC 105-10) was prospectively effective for financial statements issued for fiscal years ending on or after September 15, 2009, and interim periods within those fiscal years. The adoption of SFAS 168 (ASC 105-10) on July 1, 2009 did not impact the Company’s results of operations or financial condition. The Codification did not change GAAP; however, it did change the way GAAP is organized and presented. As a result, these changes impact how companies reference GAAP in their financial statements and in their significant accounting policies. The Company implemented the Codification in this Report by providing references to the Codification topics alongside references to the corresponding standards.
In May 2009, the FASB issued SFAS No. 165 (ASC 855-10) entitled “Subsequent Events”. Companies are now required to disclose the date through which subsequent events have been evaluated by management. Public entities (as defined) must conduct the evaluation as of the date the financial statements are issued, and provide disclosure that such date was used for this evaluation. SFAS No. 165 (ASC 855-10) provides that financial statements are considered “issued” when they are widely distributed for general use and reliance in a form and format that complies with GAAP. SFAS No. 165 (ASC 855-10) is effective for interim or annual periods ending after June 15, 2009, and must be applied prospectively. The adoption of SFAS No. 165 (ASC 855-10) during the quarter ended December 31, 2009 did not have a significant effect on the Company’s financial statements as of that date or for the quarter or year-to-date period then ended. In connection with preparing the accompanying unaudited financial statements as of March 31, 2010 and for the year then ended, management evaluated subsequent events through the date that the financial statements were issued (filed with the SEC).
With the exception of the pronouncements noted above, no other accounting standards or interpretations issued or recently adopted are expected to a have a material impact on the Company’s consolidated financial position, operations or cash flows.
NOTE 2 - GOING CONCERN
The Company has limited capital resources and has incurred significant historical losses and negative cash flows from operations. The Company believes that funds on hand combined with funds that will be available from its operations and existing financing will not be adequate to finance its operating requirements and its financial obligations under its notes payable for the next twelve months. We do not have any commitments or identified sources of additional capital from third parties or from our officers, directors or majority shareholders. There is no assurance that additional financing will be available on favorable terms, if at all. If we are unable to raise such additional financing, it would have a materially adverse effect upon our operations and our ability to fully implement our business plan, which would limit our ability to continue as an on-going business. Failure of our operations to generate sufficient future cash flow and failure to raise additional financing could have a material adverse effect on the Company's ability to continue as a going concern and to achieve its business objectives. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments relating to the recoverability of the carrying amount of recorded assets or the amount of liabilities that might result should the Company be unable to continue as a going concern.
NOTE 3 - FIXED ASSETS
Property and office equipment consisted of the following at March 31, 2010 and 2009:
Depreciation expense on fixed assets totaled $6,000 and $6,301 in fiscal 2010 and 2009, respectively. These amounts were determined using the straight-line depreciation method over the estimated useful life of the assets as noted above, as measured from the dates of acquisition.
NOTE 4- MERCHANT TERMINAL EQUIPMENT
As a sales promotion campaign, Acies at times places point of sale equipment at merchant locations as an inducement to generate revenue from processing services. When this occurs, Acies owns the equipment and often receives a deposit thereon from the merchant. Should the merchant cease to be a customer, the equipment is returned to Acies for redeployment to a different merchant location, and the deposit is returned to the merchant. This equipment consisted of the following at March 31, 2010 and 2009:
Depreciation expense on terminal equipment was $0 and $48,435 in fiscal 2010 and 2009, respectively. These amounts were determined using the straight-line depreciation method over the estimated useful life of the assets as noted above, as measured from the dates of acquisition.
NOTE 5 - NOTES PAYABLE
On October 31, 2006, Acies entered into a Loan and Security Agreement with RBL Capital Group, LLC (“RBL”). The Loan and Security Agreement originally provided a term loan facility with a maximum borrowing of $2,000,000. Each borrowing under this facility is to be repaid in 18 equal monthly installments, each of which includes amortization of the principal amount of the borrowing as calculated using the interest method. A tri-party agreement between Acies, RBL and Chase Alliance Partners, L.P. (“Chase”, to whom Acies outsources certain processing services for the majority of its merchant accounts) arranges for monthly installments to be paid such that Chase forwards to RBL the entire monthly amounts due to Acies and, after deducting the monthly installment, the balance is remitted to Acies within 24 hours. The Loan and Security Agreement requires that accelerated payments of 150% of the monthly installment are required to be paid if certain cash flow ratios are not maintained. Borrowings generally bear interest at a fixed rate per annum of prime plus 8.90%. Borrowings under the facility have been at interest rates ranging between 14.18% and 17.15%. Borrowings may not be drawn more than once every 30 days, and there is a limit on aggregate borrowings based on monthly residuals.
In addition, the Loan and Security Agreement contains customary affirmative and negative covenants for credit facilities of this type, including covenants with respect to liquidity, disposition of assets, liens, other indebtedness, investments, shareholder distributions, transactions with affiliates, officers’ compensation, and the transfer or sale of our merchant base, and that there are no significant changes in our business. In addition, should Acies sell more than 25% of its merchant accounts for which certain processing services are outsourced to Chase, that event would require that borrowings under the facility to be repaid in full. Also, should Acies transfer the outsourcing of certain processing services for merchant accounts for which Chase currently provides such services to a different third-party, that event would require either an agreement between Acies, RBL and the third-party similar to the agreement currently in place between Acies, RBL and Chase, or that borrowings under the facility be repaid in full.
The Loan and Security Agreement additionally provides for customary events of default with corresponding grace periods, including the failure to pay any principal or interest when due, failure to comply with covenants, material misrepresentations, certain bankruptcy, insolvency or receivership events, imposition of certain judgments and the liquidation or merger of Acies. Acies’s obligations under the Loan and Security Agreement are collateralized by substantially all of Acies’s assets, including future remittances relating to its portfolio of merchant accounts. Proceeds from loans under this facility were used to fund general working capital needs, and to repay loans from officers of the Company.
Acies’s borrowings under this agreement were $0 and $100,000 during the fiscal years ended March 31, 2010 and 2009, respectively. At March 31, 2010, our aggregate remaining principal outstanding from these borrowings is $41,360. Beginning in April 2008, the Company did not have any further remaining availability under this facility.
The principal repayment schedule for notes payable as of March 31, 2010 is as follows:
NOTE 6 - STOCK OPTIONS AND WARRANTS
On September 3, 2009, the Company's Board of Directors adopted, subject to the approval of our Majority Stockholders, which approval was obtained on October 30, 2009, the Company's 2009 Stock Incentive Plan (the "Plan"). The Plan is intended to secure for the Company the benefits arising from ownership of the Company's common stock by the employees, officers, directors and consultants of the Company, all of whom are and will be responsible for the Company's future growth.
The Plan provides an opportunity for any employee, officer, Director or consultant of the Company, except for instances where services are in connection with the offer or sale of securities in a capital-raising transaction, or they directly or indirectly promote or maintain a market for the Company's securities, subject to any other limitations provided by federal or state securities laws, to receive (i) incentive stock options (to eligible employees only); (ii) nonqualified stock options; (iii) restricted stock; (iv) stock awards; (v) shares in performance of services; or (vi) any combination of the foregoing. In making such determinations, the Board of Directors may take into account the nature of the services rendered by such person, his or her present and potential contribution to the Company's success, and such other factors as the Board of Directors in its discretion shall deem relevant.
The maximum aggregate number of shares of common stock which may be issued pursuant to awards under the Plan is 100,000 shares.
On November 12, 2009, the Board of Directors of the Company agreed to grant non-qualified options pursuant to the Plan to purchase 10,000 shares of the Company’s common stock, to each of the three members of the Board of Directors, Oleg Firer, Theodore Ferrara and Steven Wolberg in consideration for services rendered to the Company and to be rendered to the Company as Directors of the Company. The options have an exercise price of $1.00 per share; and are exercisable for five (5) years. Options held by each Director to purchase 3,334 shares vest immediately upon the date of the grant; options to purchase 3,333 shares vest on the first anniversary of the grant date; and options to purchase 3,333 shares vest on the second anniversary of the grant date, subject to such Directors continued service to the Board of Directors. The vesting and expiration of the options are also subject to the terms and conditions of the Plan and the option agreements which evidence such grants. The fair value of the options was determined to be $29,857 using the Black-Scholes option-pricing model. Variables used in the Black-Scholes pricing model for the options include: (1) discount rate of 2.3%, (2) expected term of 5 years, (3) expected volatility of 251% and (4) zero expected dividends. One third of the value was expensed immediately and remaining $19,905 is being amortized over two years. At March 31, 2010, the remaining unamortized amount was $13,354.
In November 2009, the Company ratified the terms and conditions of a three-month consulting agreement between the Company and Steven Wolberg a former consultant and current Director of the Company. Pursuant to the terms of the consulting agreement, Mr. Wolberg agreed to perform legal, consulting and other services for the Company for a period of three months (from July 1, 2009 to September 30, 2009), in consideration for 40,000 restricted shares of the Company’s common stock, valued at $93,333.
On or around February 18, 2010, the Board of Directors of the Company appointed Steven Wolberg as the Chief Strategy Officer of the Company. In connection with and in consideration for such appointment, as well as previous services rendered to the Company, the Company granted Mr. Wolberg stock options to purchase an aggregate of 300,000 shares of the Company’s common stock, valued at $298,580, at an exercise price of $1.00 per share (the “Wolberg Options”). The Wolberg Options are exercisable for five years from the date of the appointment, vested immediately, and contain a cashless exercise provision.
Acies recognizes all share-based payments to employees, including grants of employee stock options and restricted stock, in the financial statements at their fair values. The expense is being recognized on a straight-line basis over the vesting period of the amounts.
During the years ended March 31, 2010 and 2009, Acies recognized stock-based compensation expense (related both to options and to restricted stock awards) in the amount of $785,736 and $27,000, respectively. Unamortized stock-based compensation expense on the non-vested portion of the options at March 31, 2010 was $13,354, which will be expensed over the remaining weighted average period of 1.66 years.
The following summarizes the stock option and warrant transactions for the two years ended March 31, 2009:
Options outstanding and exercisable as of March 31, 2010:
Exercise Price
Number
of Shares
Remaining
Life (yrs)
Exercisable
Number
of Shares
$1.00
330,000
4.7
310,000
$25.00
10,000
1.1
10,000
340,000
330,000
Options outstanding as of March 31, 2010 have a $330,000 intrinsic value.
There were no warrants issued during the years ended March 31, 2010 or 2009.
NOTE 7 - EQUITY
Common Stock
On or around March 19, 2010, our Board of Directors voted unanimously to approve the filing of a Certificate of Amendment to our Articles of Incorporation to affect a 1:100 reverse stock split (as previously approved by our majority shareholders); and to re-authorize 200,000,000 shares of our common stock, $0.001 par value per share and 5,000,000 shares of our preferred stock, $0.001 par value per share. In connection with the reverse split, the Board of Directors also resolved that any fractional shares left after the stock split would be rounded up to the nearest whole share, provided that no shareholder would hold less than 100 shares following the stock split.
The Amendment authorizing the stock split and re-authorizations was filed with the Secretary of State of Nevada on March 22, 2010, and became effective with the Secretary of State of Nevada on March 31, 2010; provided however that the stock split did not become effective with the Financial Industry Regulatory Authority (“FINRA”) and therefore the Over-The-Counter Bulletin Board (“OTCBB”) until April 23, 2010. Unless otherwise stated herein, the stock split has been retroactively reflected herein.
In September 2007, Acies issued a total of 3,000 shares of restricted common stock to its three independent directors, which vested on June 30, 2008. The market value on the date of issuance was $12,000, which was expensed ratably over the vesting period. During the years ended March 31, 2010 and 2009, Acies recognized a total of $3,667 and $0, respectively, in share-based compensation expense in connection with the vested portion of restricted stock awards issued in the aforementioned grant.
On July 17, 2008, Acies issued 225,150 shares of common stock to Pinnacle in exchange for the $450,000 promissory note and accrued interest of $300.
In November 2009, the Company ratified the terms and conditions of a three-month consulting agreement between the Company and Steven Wolberg, a former consultant and current Director of the Company. Pursuant to the terms of the consulting agreement, Mr. Wolberg agreed to perform legal, consulting and other services for the Company for a period of three months (from July 1, 2009 to September 30, 2009), in consideration for 40,000 restricted shares of the Company’s common stock. Consulting expense was recognized in full over the service period and valued based on the market price per share on the last day of the respective month. Total consulting expense recognized was $93,333.
On November 19, 2009, Pinnacle and the Company entered into a 2nd Amended and Restated Promissory Notes, to amend and restate Pinnacle’s outstanding promissory notes in the aggregate principal amount of $213,045, which amount included principal of $178,300 and accrued and unpaid interest of $34,745 (the “Amended Pinnacle Notes”). Pursuant to the Amended Pinnacle Notes, the Company agreed to reduce the conversion price of the notes from $2.00 per share to $1.00 per share in consideration for Pinnacle agreeing to immediately convert such Amended Pinnacle Notes and accrued and unpaid interest thereon in the aggregate amount of $213,045 into 213,045 shares of the Company’s restricted common stock. Immediately following the Company’s entry into the Amended Pinnacle Notes, Pinnacle converted the entire principal and accrued interest outstanding under the notes into 213,045 shares of the Company’s restricted common stock. In connection with this induced conversion, the Company recorded $106,523 of additional interest expense.
On November 19, 2009, Oleg Firer, the Company’s Chief Executive Officer and Director, and the Company entered into a 2nd Amended and Restated Promissory Note, to amend and restate Mr. Firer’s outstanding promissory note in the principal amount of $223,282, which amount included principal of $185,000 and accrued and unpaid interest of $38,282 (the “Amended Firer Note”). Pursuant to the Amended Firer Note, the Company agreed to reduce the conversion price of the note from $2.00 per share to $1.00 per share in consideration for Mr. Firer agreeing to immediately convert such Amended Firer Note and accrued and unpaid interest thereon in the aggregate amount of $223,282 into 223,282 shares of the Company’s restricted common stock. Immediately following the Company’s entry into the Amended Firer Note, Mr. Firer converted the entire principal and accrued interest outstanding under the note into 223,282 shares of the Company’s restricted common stock. In connection with this induced conversion, the Company recorded $111,641 of additional interest expense.
During the years ended March 31, 2010 and 2009, Acies recognized a total of $785,934 and $30,667, respectively, in stock-based compensation expense in connection with the vested portion of restricted stock awards issued in the previous periods. At March 31, 2010, there was $13,354 of unrecognized stock-based compensation expense on the non-vested portion of stock options.
Preferred Stock
On December 15, 2008, Acies filed with the Nevada Secretary of State, a Certificate of Designations of Acies Corporation Establishing the Designations, Preferences, Limitations and Relative Rights of the Preferred Stock. The designation provides for the designation of a series of 44,340 shares of Series A Preferred Stock, par value $0.001 per share. The holders of the Preferred Stock are not to be entitled to any liquidation preference. The designation provides conversion rights whereby upon the effective date of a reverse stock split each share of preferred stock will be automatically converted into shares of Acies’ post-reverse stock split common stock at a rate of 1,000 post-reverse stock split shares of Acies’ restricted common shares for each 1 share of preferred stock, without any required action by the holder thereof.
The preferred stock is to have the same voting rights as those accruing to the common stock and vote that number of shares as are issuable upon conversion of such preferred stock that any holder as of the record date of any such vote based on the conversion rate divided by the reverse stock split (to retroactively take into account the reverse stock split). The voting rights of the preferred stock are to be applicable regardless of whether Acies has a sufficient number of authorized but unissued shares of common stock then available to effect an automatic conversion. The holders of the preferred stock are not entitled to receive dividends paid on Acies’ common stock and the preferred stock is not to accrue any dividends. Further, the shares of the Series A Preferred Stock do not have and are not subject to redemption rights.
On August 13, 2009, the Board of Directors approved an amendment to and the restatement of Acies’ previously designated Series A Preferred Stock, which became effective with the Secretary of State of Nevada on August 14, 2009. The Series A Preferred Stock, as amended, allows the Board of Directors in its sole discretion to issue up to 1,000 shares of Series A Preferred Stock, which Series A Preferred Stock has the right to vote in aggregate, on all shareholder matters equal to 51% of the total vote. The Series A Preferred Stock will be entitled to this 51% voting right no matter how many shares of common stock or other voting stock of Acies are issued or outstanding in the future (the “Super Majority Voting Rights”). Additionally, Acies shall not adopt any amendments to Acies’ Bylaws, Articles of Incorporation, as amended, make any changes to the Certificate of Designations establishing the Series A Preferred Stock, or effect any reclassification of the Series A Preferred Stock, without the affirmative vote of at least 66-2/3% of the outstanding shares of Series A Preferred Stock. However, Acies may, by any means authorized by law and without any vote of the holders of shares of Series A Preferred Stock, make technical, corrective, administrative or similar changes to such Certificate of Designations that do not, individually or in the aggregate, adversely affect the rights or preferences of the holders of shares of Series A Preferred Stock.
In connection with the employment agreement discussed in Note 9, on August 13, 2009, Acies issued 1,000 shares of Series A Preferred Stock to Mr. Firer. The fair value on the date of issuance was $377,319 and was recognized as share-based compensation in general and administrative expense.
NOTE 8 - LOSS PER SHARE
A reconciliation of the numerator and the denominator used in the calculation of loss per share is as follows:
Total stock options and warrants in the amount of 340,000 and 104,358 for the years ended March 31, 2010 and 2009, respectively, were not included in the computation of diluted loss per share applicable to common stockholders, as they are anti−dilutive as a result of net losses.
NOTE 9 - COMMITMENTS AND CONTINGENCIES
On or around August 13, 2009, the Company and Mr. Firer agreed to the entry into a three year employment agreement effective as of May 5, 2009 and continuing until May 4, 2012 (unless terminated previously as provided in the agreement and described below). Pursuant to the agreement, Mr. Firer agreed to serve as our Chief Executive Officer and as the Chief Executive Officer of Acies, Inc., our wholly-owned Nevada subsidiary. We agreed to pay Mr. Firer compensation of $215,000 per year, and that Mr. Firer would have the right, at the sole discretion of our board of Directors, to receive an annual incentive bonus of up to a maximum of 70% of Mr. Firer’s annual base salary and an annual discretionary bonus of up to 30% of Mr. Firer’s base salary. We also agreed to issue Mr. Firer the 1,000 shares of the Company’s shares of Series A Preferred Stock which were previously designated by the Board of Directors (as described above). Finally, the employment agreement provided that we would reimburse Mr. Firer for health insurance premiums of up to $1,350 per month and provide Mr. Firer a car allowance of up to $1,500 per month.
The employment agreement can be terminated by Mr. Firer for “cause” (as defined therein), by the Company for “good reason” as defined therein, by the mutual consent of the parties, or by any party at any time for any reason. The employment agreement is also terminated by Mr. Firer’s death or his disability (as described therein). In the event the agreement is terminated for “cause” by the Company, without “good reason” by Mr. Firer, or by mutual agreement, Mr. Firer is to be paid any earned but unpaid salary, benefits or bonuses, and reimbursement for any business expenses paid by Mr. Firer (the “Accrued Obligations”). In the event that Mr. Firer’s employment is terminated due to death or disability, he (or his heirs) are to receive the Accrued Obligations and up to 12 months of COBRA health coverage reimbursement (the “COBRA Coverage”). In the event the employment agreement is terminated without “cause” by the Company or for “good reason” by Mr. Firer, he is to receive the Accrued Obligations, the COBRA Coverage, and the greater of 12 months of salary or the remaining salary due to him under the term of the agreement.
The Company does not currently have any employment agreement in place with Mr. Ferrara, its Director.
On or around February 18, 2010, with an effective date of March 1, 2010, we entered into an employment agreement with Steven Wolberg, the Company’s Director and Chief Strategy Officer (the “Wolberg Employment Agreement”).
The Wolberg Employment Agreement provides for Mr. Wolberg to serve the Company as its Chief Strategy Officer as well as the Chief Strategy Officer of Acies, Inc., the Company’s wholly-owned subsidiary, for a period of three years, ending on February 28, 2013 (unless terminated previously as provided in the agreement and described below).
We agreed to pay Mr. Wolberg compensation of $200,000 per year, and that Mr. Wolberg would have the right, at the sole discretion of our Board of Directors, to receive an annual incentive bonus of up to a maximum of 70% of Mr. Wolberg’s annual base salary and an annual discretionary bonus of up to 30% of Mr. Wolberg’s base salary. Finally, the employment agreement provided that we would reimburse Mr. Wolberg for a whole life insurance policy naming Mr. Wolberg’s designee as beneficiary of up to $1,350 per month and provide Mr. Wolberg a car allowance of up to $1,500 per month.
The employment agreement can be terminated by Mr. Wolberg for “cause” (as defined therein), by the Company for “good reason” as defined therein, by the mutual consent of the parties, or by any party at any time for any reason. The employment agreement is also terminated by Mr. Wolberg’s death or his disability (as described therein). In the event the agreement is terminated for “cause” by the Company, without “good reason” by Mr. Wolberg, or by mutual agreement, Mr. Wolberg is to be paid any earned but unpaid salary, benefits or bonuses, and reimbursement for any business expenses paid by Mr. Wolberg (the “Accrued Obligations”). In the event that Mr. Wolberg’s employment is terminated due to death or disability, he (or his heirs) are to receive the Accrued Obligations and up to 12 months of COBRA health coverage reimbursement (the “COBRA Coverage”). In the event the employment agreement is terminated without “cause” by the Company or for “good reason” by Mr. Wolberg, he is to receive the Accrued Obligations, the COBRA Coverage, and the greater of 12 months of salary or the remaining salary due to him under the term of the agreement.
During November 2008, Acies entered into a Lease Termination Agreement to terminate the lease agreement for the office space located in New York, New York effective September 30, 2008. In consideration for the termination of the lease agreement the terms of the agreement provided for the payment of $12,500 to the lessor and the surrender of deposits in the amount $30,000 held by the lessor. All payments made in connection with the termination of the lease agreement are included in rent expense in the consolidated statement of operations.
In March 2008, Acies entered into a 3-year lease agreement for 2,000 square feet of office space in Hollywood, Florida. The agreement provided for scheduled rental increases that were expensed on a straight line basis. During October 2008, Acies surrendered the office space. Acies has not received a release of liability under this obligation. The remaining monthly payments for remaining term of the lease would have been $95,933; however, no amount is accrued.
Rent expense was approximately $0 and $64,000 for fiscal 2010 and 2009, respectively.
NOTE 10 - RELATED PARTY TRANSACTIONS
During the year ended March 31, 2009, the Company paid approximately $7,692 in residual commissions and accrued $37,616 in addition to a balance carried forward from the year ended March 31, 2008 of $13,859 to CROM Merchant Services, Inc., an entity controlled by Theodore Ferrara, then an independent sales agent, and a principal of Rite Holdings, Inc., which is a significant shareholder of the Company. Mr. Ferrara is also currently a Director of the Company.
In June 2008, Acies borrowed $450,000 through the execution of a convertible promissory note with Pinnacle Three Corporation (“Pinnacle”), bearing interest at a rate of 8% per annum, with principal and all accrued interest payable in November 2010. On June 6, 2008, Acies received a conversion letter from Pinnacle requesting conversion of the principal and accrued interest into 225,150 shares of Acies common stock at a price of $2.00 per share, per the terms of the Note agreement. On July 17, 2008, Acies issued 225,150 shares to Pinnacle in exchange for the Settlement Agreement and Mutual Release between Pinnacle and Acies.
In November 2009, the Company ratified the terms and conditions of a three-month consulting agreement between the Company and Steven Wolberg, a former consultant and current Director of the Company. Consideration of 40,000 restricted shares of the Company’s common stock. Consulting expense was recognized in full over the service period and valued based on the market price per share on the last day of the respective month. Total consulting expense recognized was $93,333 (see Note 6).
On November 19, 2009, Pinnacle converted the principal debt amount of $213,045 into 213,045 shares of the Company’s restricted common stock, which amount included principal of $178,300 and accrued and unpaid interest of $34,745 (See Note 7).
On November 19, 2009, Oleg Firer, the Company’s Chief Executive Officer and Director, converted the principal debt amount of $223,282 into 223,282 shares of the Company’s restricted common stock, which amount included principal of $185,000 and accrued and unpaid interest of $38,282 (see Note 7).
Merchant Processing Services Corp (“MPS”) provides day-to-day support functions, office and servicing for Acies for a monthly payment of $20,000 to $25,000. MPS is a wholly-owned subsidiary of Merchant Capital Holding Corp, partly owned by Star Capital Holdings Corp. (“Star”). Oleg Firer, Acies’ CEO, serves as a Co-Chairman of Star. Leon Goldstein, President of Pinnacle Three Corp. is a founder of Star and also serves as a Co-Chairman. For the year ended March 31, 2010, Acies incurred and paid expenses to MPS in the amount of $315,000.
During the year ended March 31, 2010, Pinnacle and Star Capital Fund, LLC have paid for certain day-to-day operating expenses on behalf of the Company. A balance of $59,492 is included in accounts payable to related parties in the consolidated balance sheets at March 31, 2010.
NOTE 11 - INCOME TAXES
Since its inception, Acies has incurred net losses and, therefore, has no federal tax liability. The net deferred tax asset has been fully offset by a valuation allowance due to uncertainty regarding the realization of the assets. The cumulative Federal net operating loss carry-forward is approximately $4,107,000 at March 31, 2010, and will expire in the years 2023 through 2029. The net operating loss carryforwards may not be available to offset future taxable income of Acies due to statutory limitations, as described in Section 382 of the Internal Revenue Code, based on changes of ownership and other statutory restrictions.
At March 31, 2010 and 2009, deferred tax assets consisted of the following:
On April 1, 2007, we adopted the provisions of FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”) (ASC 740 Income Taxes). FIN 48 provides recognition criteria and a related measurement model for uncertain tax positions taken or expected to be taken in income tax returns. FIN 48 requires that a position taken or expected to be taken in a tax return be recognized in the financial statements when it is more likely than not that the position would be sustained upon examination by tax authorities. Tax positions that meet the more likely than not threshold are then measured using a probability weighted approach recognizing the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement. Acies had no tax positions relating to open income tax returns that were considered to be uncertain. Accordingly, we have not recorded a liability for unrecognized tax benefits upon adoption of FIN 48. There continues to be no liability related to unrecognized tax benefits at March 31, 2010.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
As reported in the Company’s Form 8-K filing dated July 24, 2008, Amper, Politziner and Mattia, P.C. resigned as the Company’s independent registered public accounting firm, and our Board of Directors replaced that firm with our current principal independent registered public accounting firm, GBH CPAs, PC. There were no disagreements, as defined in Item 304 of Regulation S-K, between the Company and our former independent registered public accountants.
ITEM 9A.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Management of the Company, with the participation of the Chief Executive Officer and Chief Financial Officer, Oleg Firer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities and Exchange Act of 1934, as amended) as of March 31, 2010. Based upon this evaluation, the Chief Executive Officer, who is also the Chief Financial Officer, has concluded that the Company’s disclosure controls and procedures were not effective as of March 31, 2010 because of the material weakness in internal control over financial reporting described below.
Management’s Report on Internal Control over Financial Reporting.
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15 (f) under the Securities and Exchange Act of 1934, as amended. Management must evaluate its internal controls over financial reporting, as required by Sarbanes-Oxley Act. The Company's internal control over financial reporting is a process designed under the supervision of the Company's management to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for external purposes in accordance with U.S. generally accepted accounting principles (“GAAP”).
As of March 31, 2010, management assessed the effectiveness of the Company's internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.
The matters involving internal controls and procedures that the Company's management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) inadequate segregation of duties consistent with control objectives; (2) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of GAAP and SEC disclosure requirements; and (3) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by the Company's management in connection with the financial statements as of March 31, 2010.
Management believes that the material weaknesses set forth above did not have an effect on the Company's financial results reported herein.
We are committed to improving our financial organization. As part of this commitment, we will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to the Company. In addition, at that time, the Company will prepare and implement sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of GAAP and SEC disclosure requirements.
Management believes that preparing and implementing sufficient written policies and checklists will remedy the following material weaknesses (i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of GAAP and SEC disclosure requirements; and (ii) ineffective controls over period end financial close and reporting processes. Further, management believes that the hiring of additional personnel who have the technical expertise and knowledge will result in proper segregation of duties and provide more checks and balances within the financial reporting department. Additional personnel will also provide the cross training needed to support the Company if personnel turnover issues within the financial reporting department occur.
We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.
This Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management’s report in this annual report.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rules13a-15 or 15d-15 under the Exchange Act that occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS,AND CORPORATE GOVERNANCE
Directors are elected at each meeting of stockholders and hold office until the next annual meeting of stockholders and the election and qualifications of their successors. Executive officers are elected by and serve at the discretion of the board of Directors.
Our executive officers and Directors are as follows:
Name
Age
Position
Oleg Firer
Chairman of the Board of Directors,
President, Chief Executive Officer, Chief
Financial Officer, Treasurer, and Secretary
Theodore Ferrara
Director
Steven Wolberg
Director and Chief Strategy Officer
Oleg Firer, age 32
Chairman, President, Chief Executive Officer, Chief Financial Officer, Treasurer, and Secretary
From May 2005 to the present, Oleg Firer has served as Chairman of the Board of Directors. From July 2004 to the present, Mr. Firer has served as our President, Chief Executive Officer and Secretary and has served as our Treasurer since May 4, 2006. Mr. Firer has also served as our acting Chief Financial Officer since May 31, 2008. Mr. Firer has served as the President of GM Merchant Solution, Inc., since August 2002. Additionally, Mr. Firer has served as the Managing Partner of GMS Worldwide, LLC, since August 2003. From November 2002 to December 2003, Mr. Firer served as the Chief Operating Officer of Digital Wireless Universe, Inc. From December 2001 to November 2002, Mr. Firer served as the Managing Partner of CELLCELLCELL, LLC. From March 1998 to December 2001, Mr. Firer served as Vice President of SpeedUS Corp (NASDAQ: SPDE). Mr. Firer attended business management classes at Phoenix University in 2000. Mr. Firer studied Computer Science at New York Technical College from 1993 to 1995.
Theodore Ferrara, age 44
Director
Mr. Ferrara has served as a Director of the Company since July 17, 2008. Mr. Ferrara is currently the President of Sicon Contractors Inc., where he has served since October 1991. Sicon Contractors, Inc. is a construction company operating out of Brooklyn, New York that specializes in the excavation, installation and restoration of utilities. Mr. Ferrara has also served as the President of Rite Holdings, Inc., since July 2007. From January 1985 to September 1991 he worked as a backhoe operator for Sical Contractors, Inc. in Brooklyn, New York. The Company does not currently have an employment agreement or other compensation arrangement in place with Mr. Ferrara.
Steven Wolberg, age 50
Director and Chief Strategy Officer
Since October 2009 Mr. Wolberg has served as a Director of the Company. Since February 2010, Mr. Wolberg has served as the Chief Strategy Officer of the Company. Mr. Wolberg served as a consultant to the Company from approximately January 2009 to October 2009. Mr. Wolberg currently operates a solo law practice in Newton, Massachusetts, Attorney Steven Wolberg, which he has operated since January 1997. Mr. Wolberg served as Chief Counsel and Vice President of Corporate Development for Mascot Networks in Cambridge, Massachusetts from January 2000 to September 2001. Since September 1996 Mr. Wolberg has served as president of Oakland Properties, Inc., a real estate development company. From February 1993 to December 1994, Mr. Wolberg served as an attorney in the real estate and corporate divisions of Brown and Rudnick in Boston, Massachusetts. From March 1988 to November 1991, Mr. Wolberg was a partner with the law firm of Jordaan and Wolberg in Johannesburg, South Africa. From January 1986 to February 1988, Mr. Wolberg was employed as an attorney with Goodman and North in Johannesburg, South Africa.
Mr. Wolberg also currently owns and serves as the Managing Member of Prime Portfolios, LLC, which does not directly compete with the Company, but which does hold a private investment portfolio of payment processing companies similar to the Company.
Mr. Wolberg received his Bachelor of Arts from the University of Witwatersrand in Johannesburg, South Africa, his Bachelors of Laws from the University of Witwatersrand, in Johannesburg, South Africa, and his Juris Doctorate from the New England School of Law in Boston, Massachusetts. Mr. Wolberg is also a member of the Massachusetts Bar Association.
------------------------
Our Directors are elected annually and hold office until our next annual meeting of the stockholders and until their successors are elected and qualified. Officers will hold their positions at the pleasure of the Board of Directors, absent any employment agreement. Our officers and Directors may receive compensation as determined by us from time to time by vote of the Board of Directors. Such compensation might be in the form of stock options. Directors may be reimbursed by us for expenses incurred in attending meetings of the Board of Directors. Vacancies in the Board are filled by majority vote of the remaining Directors. None of our executive officers or Directors have a family relationship with any other of our executive officers or Directors.
We are not aware of the occurrence during the last ten years of any events that are material to an evaluation of the ability or integrity of any of our Directors, persons nominated to become Directors, executive officers, or control persons such as the following:
§
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;
§
Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
§
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 the involvement of such person in any type of business, securities or banking activities; and
§
Being found by a court of competent jurisdiction (in a civil action), the Commission 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.
Committees of The Board Of Directors
There are not currently any committees of the board of Directors.
Compliance with Section 16(a), Beneficial Ownership Reporting Compliance
Based on our review of copies of all disclosure reports filed by our Directors and executive officers pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended, our officers and Directors are in compliance with Section 16(a).
EXECUTIVE OFFICERS OF THE COMPANY
Officers are appointed to serve at the discretion of the board of Directors. None of our executive officers, managers or Directors has a family relationship with any other of our executive officers or Directors. All executive officers have agreed to abide by the Company’s Code of Ethics.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
Executive Compensation
Summary Compensation Table
(a) Includes $95,000 which was accrued and unpaid for fiscal 2009 and $246,500 which was accrued and unpaid for fiscal 2010.
(b) Includes $4,541 paid in medical insurance premiums, $8,540 paid in life insurance premiums and $22,500 accrued in connection with Mr. Firer’s auto allowance.
(c) Mr. Wolberg was appointed as a Director in October 2009 and as Chief Strategy Officer in February 2010. The entire amount of his $33,333 pro rated salary, based on two months of his yearly salary of $200,000 was accrued and is unpaid.
(1) The value for Stock and Option Awards in the table above represents the dollar amount recognized for financial reporting purposes for each respective year in accordance with Statement of Financial Accounting Standards No. 123R, Accounting for Stock-Based Compensation (SFAS 123R) (ASC 718 Compensation). The dollar amount for each named executive officer varies depending on the number of options held, the fair value of such options, and the vesting terms of such options. See Note 6 of the Notes to the Consolidated Financial Statements for the year ended March 31, 2010, for information on the assumptions used to calculate the grant date fair value of Option Awards and the expense recognized under SFAS 123R.
(2) Effective May 31, 2008, Jeffrey A. Tischler resigned from the Company.
(3) Effective October 23, 2008, Yakov Shimon resigned from the Company.
Outstanding Equity Awards At March 31, 2010
The following table sets forth information regarding the unexercised options for each of the named executive officers as of March 31, 2010:
(1) Options granted May 3, 2006, and vested ratably each quarter over a three-year period.
(2) Options granted November 12, 2009, with 1/3 of such options vesting on the grant date and 1/3 vesting on each of the next two anniversaries of the grant date.
Executive Employment Agreements
On or around August 13, 2009, the Company and Mr. Firer agreed to the entry into a three year employment agreement effective as of May 5, 2009 and continuing until May 4, 2012 (unless terminated previously as provided in the agreement and described below). Pursuant to the agreement, Mr. Firer agreed to serve as our Chief Executive Officer and as the Chief Executive Officer of Acies, Inc., our wholly-owned Nevada subsidiary. We agreed to pay Mr. Firer compensation of $215,000 per year, and that Mr. Firer would have the right, at the sole discretion of our board of Directors, to receive an annual incentive bonus of up to a maximum of 70% of Mr. Firer’s annual base salary and an annual discretionary bonus of up to 30% of Mr. Firer’s base salary. We also agreed to issue Mr. Firer the 1,000 shares of the Company’s shares of Series A Preferred Stock which were previously designated by the Board of Directors (as described below). Finally, the employment agreement provided that we would reimburse Mr. Firer for health insurance premiums of up to $1,350 per month and provide Mr. Firer a car allowance of up to $1,500 per month.
The employment agreement can be terminated by Mr. Firer for “cause” (as defined therein), by the Company for “good reason” as defined therein, by the mutual consent of the parties, or by any party at any time for any reason. The employment agreement is also terminated by Mr. Firer’s death or his disability (as described therein). In the event the agreement is terminated for “cause” by the Company, without “good reason” by Mr. Firer, or by mutual agreement, Mr. Firer is to be paid any earned but unpaid salary, benefits or bonuses, and reimbursement for any business expenses paid by Mr. Firer (the “Accrued Obligations”). In the event that Mr. Firer’s employment is terminated due to death or disability, he (or his heirs) are to receive the Accrued Obligations and up to 12 months of COBRA health coverage reimbursement (the “COBRA Coverage”). In the event the employment agreement is terminated without “cause” by the Company or for “good reason” by Mr. Firer, he is to receive the Accrued Obligations, the COBRA Coverage, and the greater of 12 months of salary or the remaining salary due to him under the term of the agreement.
The Company does not currently have any employment agreements in place with Mr. Ferrara its Director.
On or around February 18, 2010, with an effective date of March 1, 2010, we entered into an employment agreement with Steven Wolberg, the Company’s Director and Chief Strategy Officer (the “Wolberg Employment Agreement”).
The Wolberg Employment Agreement provides for Mr. Wolberg to serve the Company as its Chief Strategy Officer as well as the Chief Strategy Officer of Acies, Inc., the Company’s wholly-owned subsidiary, for a period of three years, ending on February 28, 2013 (unless terminated previously as provided in the agreement and described below).
We agreed to pay Mr. Wolberg compensation of $200,000 per year, and that Mr. Wolberg would have the right, at the sole discretion of our Board of Directors, to receive an annual incentive bonus of up to a maximum of 70% of Mr. Wolberg’s annual base salary based on performance, and an annual discretionary bonus of up to 30% of Mr. Wolberg’s base salary. Finally, the employment agreement provided that we would reimburse Mr. Wolberg for a whole life insurance policy naming Mr. Wolberg’s designee as beneficiary of up to $1,350 per month and provide Mr. Wolberg a car allowance of up to $1,500 per month.
The employment agreement can be terminated by Mr. Wolberg for “cause” (as defined therein), by the Company for “good reason” as defined therein, by the mutual consent of the parties, or by any party at any time for any reason. The employment agreement is also terminated by Mr. Wolberg’s death or his disability (as described therein). In the event the agreement is terminated for “cause” by the Company, without “good reason” by Mr. Wolberg, or by mutual agreement, Mr. Wolberg is to be paid any earned but unpaid salary, benefits or bonuses, and reimbursement for any business expenses paid by Mr. Wolberg (the “Accrued Obligations”). In the event that Mr. Wolberg’s employment is terminated due to death or disability, he (or his heirs) are to receive the Accrued Obligations and up to 12 months of COBRA health coverage reimbursement (the “COBRA Coverage”). In the event the employment agreement is terminated without “cause” by the Company or for “good reason” by Mr. Wolberg, he is to receive the Accrued Obligations, the COBRA Coverage, and the greater of 12 months of salary or the remaining salary due to him under the term of the agreement.
Compensation of Directors
Members of our Board of Directors do not currently receive any cash or stock compensation for their services as Directors; however they are reimbursed for reasonable expenses incurred in attending Board meetings.
The following table sets forth information concerning the compensation of Mr. Ferrara, our only non-executive Director, during the last completed fiscal year ended March 31, 2010:
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table identifies as of August 11, 2010 information regarding the Directors and executive officers of the Company and those persons or entities who beneficially own more than 5% of the common stock of the Company, and the number of and percent of the Company's common stock beneficially owned by:
·
all Directors and nominees, naming them,
·
our executive officers,
·
our Directors and executive officers as a group, without naming them, and
·
persons or groups known by us to own beneficially 5% or more of our common stock.
The Company believes that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them.
A person or other entity is deemed to be the beneficial owner of securities that can be acquired by that owner within 60 days from August 11, 2010, upon the exercise of options, warrants or convertible securities. Each beneficial owner's percentage ownership is determined by assuming that options, warrants or convertible securities that are held by that owner, but not those held by any other owner, and which are exercisable within 60 days of August 11, 2010 have been exercised and converted.
Name of Beneficial Owner
Common Stock
Common Stock
Preferred Stock
Total Voting
Beneficially Owned
Voting Percentage(1)
Voting Shares
Percentage(2)
Oleg Firer
332,959
(3)
26.6%
1,288,584
63.8%
President, CEO, CFO, Treasurer, Secretary, and Chairman
132 West 36th Street, 3rd Floor
New York, New York 10018
Yakov Shimon
96,169
7.8%
-
3.8%
152 Stonegate Dr.
Staten Island, New York 10304
Theodore Ferrara
75,238
(4)
6.1%
-
3.0%
Director
132 West 36th Street, 3rd Floor
New York, New York 10018
Steven Wolberg
Director
132 West 36th Street, 3rd Floor
New York, New York 10018
343,334
(5)
22.3%
-
12.1%
Pinnacle Three Corporation
438,195
35.4%
-
17.3%
1445 Windjammer Way
Hollywood, Fl 33160 (6)
All Officers and Directors
751,528
48.2%
1,288,584
75.0%
As a Group (3 persons)
(1)
Based on 1,238,051 shares of common stock outstanding as of August 11, 2010, except that shares of common stock underlying options or warrants exercisable within 60 days of the date hereof are deemed to be outstanding for purposes of calculating the beneficial ownership of securities of the holder of such options or warrants.
(2)
Based on 2,526,634 total voting shares outstanding as of August 11, 2010, which includes 1,238,051 shares of common stock and 1,288,584 shares which the Company’s Series A Preferred Stock is able to vote, except that shares of common stock underlying options or warrants exercisable within 60 days of the date hereof are deemed to be outstanding for purposes of calculating the beneficial ownership of securities of the holder of such options or warrants.
(3)
Includes: (i) 319,625 shares of common stock; (ii) options issued on May 3, 2006 to purchase 10,000 shares of common stock at a price of $25 per share; and (iii) options granted on November 12, 2009, to purchase up to 10,000 shares of common stock at an exercise price of $1.00 per share, of which 1/3 have vested to date and 1/3 vest on November 12, 2010 and 2011, respectively.
(4)
Includes (i) 71,904 shares of common stock held in the name of Rite Holdings which is beneficially owned by Theodore Ferrara; and (ii) options granted on November 12, 2009, to purchase up to 10,000 shares of common stock at an exercise price of $1.00 per share, of which 1/3 have vested to date and 1/3 vest on November 12, 2010 and 2011, respectively.
(5)
Includes (i) options granted on November 12, 2009, to purchase up to 10,000 shares of common stock at an exercise price of $1.00 per share, of which 1/3 have vested to date and 1/3 vest on November 12, 2010 and 2011, respectively; and (ii) options granted on February 18, 2010 to purchase up to 300,000 shares of common stock at an exercise price of $1.00 per share, which options vested immediately and expire if unexercised on February 18, 2015.
(6)
The beneficial owner of shares held by Pinnacle Three Corporation is Leon Goldstein, its President.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
During the year ended March 31, 2009, the Company paid approximately $7,692 in residual commissions and accrued $37,616 in addition to a balance carried forward from the year ended March 31, 2008 of $13,859 to CROM Merchant Services, Inc. an entity controlled by Theodore Ferrara, then an independent sales agent, and a principal of Rite Holdings, Inc., which is a significant shareholder of the Company. Mr. Ferrara is also currently a Director of the Company.
Our former independent Directors, Mr. Klores, Mr. Scigliano and Ms. Wachtel, qualified as being independent pursuant to the rules and regulations of NASDAQ. Subsequent to their resignations in July 2008, the Company has not had an audit committee and/or a compensation committee and the functions of such committees have been handled exclusively by the board of Directors.
On July 17, 2008, the board of Directors of the Company approved a decrease in the number of Directors of the Company from four (4) to two (2) and appointed Theodore Ferrara as a Director of the Company to fill the one remaining vacancy on the Board.
We maintain office space for our executive offices at132 West 36th Street, 3rd Floor, New York, New York 10018,which is provided to us free of charge by Star Capital Holdings, Inc., a company affiliated with our Chief Executive Officer, Oleg Firer.
In June 2008, the Company borrowed $450,000 through the execution of a convertible promissory note with Pinnacle Three Corporation(“Pinnacle”), bearing interest at a rate of 8% per annum, with principal and all accrued interest payable in November 2010. On June 6, 2008, the Company received a conversion letter from Pinnacle requesting conversion of the principal and accrued interest into 225,150 shares of the Company's common stock at a price of $0.02 per share, per the terms of the Note agreement. On July 17, 2008, the Company issued 225,150 shares to Pinnacle in exchange for the Settlement Agreement and Mutual Release between Pinnacle and the Company.
During the months of August and September 2008, the Company borrowed $172,653 through the execution of a convertible promissory note with Pinnacle Three Corporation (“Pinnacle”). In July 2009, the Company entered into an additional 18% Convertible Promissory Note with Pinnacle to evidence an additional $5,647 loaned by Pinnacle to the Company. The notes accrued interest at a rate of 18% per annum, with principal and all accrued interest payable on September 23, 2009 and a conversion price of $2.00 per share.
On September 23, 2008, the Company entered into an 18% Convertible Promissory Note in favor of Mr. Firer, Acies’ Chief Executive Officer to evidence the amount of $185,000 owed by the Company to Mr. Firer in connection with various expenses paid by Mr. Firer on the Company's behalf and reimbursements he is owed dating back to April 2006. Under the terms and conditions of the note, the Company promised to pay to Mr. Firer a principal sum in the amount of $185,000, together with accrued and unpaid interest at the rate of 18% per annum, on September 23, 2009. The note had a conversion price of $2.00 per share.
On or around August 13, 2009, the Company and Mr. Firer agreed to the entry into a three year employment agreement effective as of May 5, 2009 and continuing until May 4, 2012 (unless terminated previously as provided in the agreement and described in greater detail above under “Executive Employment Agreements”).
On August 13, 2009, the Company issued Mr. Firer, the Company’s Chief Executive Officer and President, an aggregate of 1,000 shares of the Company’s amended and restated Series A Preferred Stock, which Series A Preferred Stock has Super Majority Voting Rights (as described in greater detail above) in connection with the entry by Mr. Firer into the employment agreement with the Company.
On November 12, 2009, the Board of Directors of the Company agreed to grant non-qualified options pursuant to the Company’s 2009 Stock Incentive Plan (the “Plan”) to purchase 10,000 shares of the Company’s common stock, to each of the three members of the Board of Directors, Oleg Firer, Theodore Ferrara and Steven Wolberg (the “Options”) in consideration for services rendered to the Company and to be rendered to the Company as Directors of the Company. The Options have an exercise price of $1.00 per share; and are exercisable for five (5) years. Options held by each Director to purchase 3,334 shares vest immediately upon the date of the grant (the “Grant Date”); Options to purchase 3,333 shares vest on the first anniversary of the Grant Date; and Options to purchase 3,333 shares vest on the second anniversary of the Grant Date. The vesting and expiration of the Options are further subject to the terms and conditions of the Plan and the Option Agreements which evidence such grants.
In November 2009, the Company ratified the terms and conditions of a three-month consulting agreement between the Company and Steven Wolberg, a former consultant and current Director of the Company (the “Consulting Agreement”). Pursuant to the terms of the Consulting Agreement, Mr. Wolberg agreed to perform legal, consulting and other services for the Company for a period of three months (from July 1, 2009 to September 30, 2009), in consideration for 40,000 restricted shares of the Company’s common stock.
On or around November 19, 2009, Pinnacle and the Company entered into 2nd Amended and Restated Promissory Notes, to amend and restate Pinnacle’s outstanding promissory notes in the aggregate principal amount of $213,045, which amount included principal of $178,300 and accrued and unpaid interest of $34,745 (the “Amended Pinnacle Notes”). Pursuant to the Amended Pinnacle Notes, the Company agreed to reduce the conversion price of the notes from $2.00 per share to $1.00 per share in consideration for Pinnacle agreeing to immediately convert such Amended Pinnacle Notes and accrued and unpaid interest thereon in the aggregate amount of $213,045 into 213,045 shares of the Company’s restricted common stock. Immediately following the Company’s entry into the Amended Pinnacle Notes, Pinnacle converted the entire principal and accrued interest outstanding under the notes into 213,045 shares of the Company’s restricted common stock.
On or around November 19, 2009, Oleg Firer, the Company’s Chief Executive Officer and Director, and the Company entered into a 2nd Amended and Restated Promissory Note, to amend and restate Mr. Firer’s outstanding promissory note in the principal amount of $223,282, which amount included principal of $185,000 and accrued and unpaid interest of $38,282 (the “Amended Firer Note”). Pursuant to the Amended Firer Note, the Company agreed to reduce the conversion price of the note from $2.00 per share to $1.00 per share in consideration for Mr. Firer agreeing to immediately convert such Amended Firer Note and accrued and unpaid interest thereon in the aggregate amount of $223,282 into 223,282 shares of the Company’s restricted common stock. Immediately following the Company’s entry into the Amended Firer Note, Mr. Firer converted the entire principal and accrued interest outstanding under the note into 223,282 shares of the Company’s restricted common stock.
During the year ended March 31, 2009, Pinnacle and Star Capital Fund, LLC paid for certain day-to-day operating expenses on behalf of the Company.
On October 30, 2009, at the Annual Meeting of shareholders, the number of Directors of the Company was increased from two (2) to three (3) and Steven Wolberg was appointed as a Director of the Company.
On or around February 18, 2010, the Board of Directors of the Company appointed Steven Wolberg as the Chief Strategy Officer of the Company. In connection with and in consideration for such appointment, as well as previous services rendered to the Company, the Company granted Mr. Wolberg stock options to purchase an aggregate of 300,000 shares of the Company’s common stock at an exercise price of $1.00 per share (the “Wolberg Options”). The Wolberg Options are exercisable for five years from the date of the appointment, vested immediately, and contain a cashless exercise provision.
On or around February 18, 2010, with an effective date of March 1, 2010, we entered into an employment agreement with Steven Wolberg (the “Wolberg Employment Agreement”).
The Wolberg Employment Agreement, provides for Mr. Wolberg to serve the Company as its Chief Strategy Officer as well as the Chief Strategy Officer of Acies, Inc., the Company’s wholly-owned subsidiary, for a period of three years, ending on February 28, 2013 (unless terminated previously as provided in the agreement and described in greater detail above under “Executive Employment Agreements”).
We also agreed to grant Mr. Wolberg stock options to purchase 300,000 shares of our common stock at an exercise price of $1.00 per share in consideration for Mr. Wolberg agreeing to serve as Chief Strategy Officer of the Company and in consideration for previous services rendered to the Company.
See also the risk factor above entitled “The Interests Of Mr. Firer, Our Chief Executive Officer And Director And Mr. Wolberg, Our Director And Chief Strategy Officer, May Differ From The Interests Of Our Other Shareholders, And They May Also Compete With The Company And/Or Enter Into Transactions Separate From The Company.”
Merchant Processing Services Corp (“MPS”) provides day-to-day support functions, office and servicing for the Company for a monthly payment of between $25,000 to $30,000 per month. MPS is a wholly-owned subsidiary of Merchant Capital Holding Corp, partly owned by Star Capital Holdings Corp. (“Star”). Oleg Firer, the Company’s Chief Executive Officer, serves as a Co-Chairman of Star. Leon Goldstein, President of Pinnacle Three Corp., a significant shareholder of the Company, is a founder of Star and also serves as a Co-Chairman. For the year ended March 31, 2010, the Company paid expenses to MPS in the amount of $315,000. Potential conflicts of interest and/or perceived conflicts of interest exist between Mr. Firer’s relationship with MPS and the Company, which could cause the value of the Company’s securities to decline in value.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following is a summary of the fees billed to the Company by its independent registered public accounting firm for professional services rendered during fiscal years 2010 and 2009:
Audit Fees. Consists of fees billed for professional services rendered by GBH CPAs, PC for the audit of the Company’s consolidated financial statements for the years ended March 31, 2010 and 2009 and the review of the interim consolidated financial statements included in the quarterly reports for the years ended
March 31, 2010 and 2009.
Audit-Related Fees. No audit-related fees were billed for the years ended March 31, 2010 and 2009.
Tax Fees. No tax fees were billed for the years ended March 31, 2010 and 2009.
All Other Fees. No other fees were billed for the years ended March 31, 2010 and 2009.
ITEM 15.
ITEM 15. EXHIBITS
The following exhibits are included as part of this Form 10-K. References to "the Company" in this Exhibit List refer to Acies Corporation, a Nevada corporation.
Exhibit Number Description of Exhibit
3.1
Articles of Incorporation of TerenceNet, Inc. dated October 11, 2000. (Incorporated by reference to Exhibit 3 to TerenceNet, Inc.'s Form 10-SB, as amended, filed with the Securities and Exchange Commission on April 5, 2002).
3.2
Bylaws of TerenceNet, Inc. (Incorporated by reference to Exhibit 4 to TerenceNet, Inc.'s Form 10-SB, as amended, filed with the Securities and Exchange Commission on April 5, 2002).
3.3
Certificate of Amendment of Articles of Incorporation (Incorporated by reference to Exhibit 3 to Atlantic Synergy, Inc.'s Form 8-K filed with the Securities and Exchange Commission on July 9, 2004).
3.4
Certificate of Designations of Acies Corporation Establishing the Designations, Preferences, Limitations and Relative Rights of Its Series A Preferred Stock (Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on February 13, 2009).
3.5
Amended and Restated Certificate of Designation of the Company’s Series A Preferred Stock (Incorporated by reference to the Company’s Form 10-Q filed with the Securities and Exchange Commission on August 19, 2009).
3.6
Certificate of Amendment to Articles of Incorporation (Incorporated by reference to the Company’s Form 8-K filed with the Securities and Exchange Commission on April 22, 2010).
4.1
Form of Series A Common Stock Purchase Warrant issued to investors pursuant to the February 3, 2005 private placement (Incorporated by reference to Exhibit 4.2 to the Company's Form 8-K filed with the Securities and Exchange Commission on February 8, 2005).
10.1
Exchange Agreement by and between Acies, Inc. and Atlantic Synergy, Inc. dated as of July 2, 2004 (Incorporated by reference to Exhibit 2 to Atlantic Synergy, Inc.'s Form 8-K/A filed with the Securities and Exchange Commission on July 12, 2004).
10.2
Year 2004 Stock Award Plan of Atlantic Synergy, Inc. (Incorporated by reference to Exhibit 4 to Atlantic Synergy, Inc.'s Form S-8 filed with the Securities and Exchange Commission on August 31, 2004).
10.3
Year 2004 Officer/Director/Employee Stock Award Plan of Atlantic Synergy, Inc. (Incorporated by reference to Exhibit 4 to Atlantic Synergy, Inc.'s Form S-8 filed with the Securities and Exchange Commission on September 13, 2004).
10.4
Form of Subscription Agreement by and between Atlantic Synergy, Inc. and the purchasers identified on the signature pages thereto dated as of September 2, 2004 (Incorporated by reference to the Company’s Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on March 4, 2005).
10.5
Investor Relations Agreement by and between Acies, Inc. and Investor Relations Network dated as of December 3, 2004 (Incorporated by reference to the Company’s Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on March 4, 2005).
10.6
Securities Purchase Agreement by and between the Company and the purchasers identified on the signature pages thereto dated as of February 3, 2005 (Incorporated by reference to Exhibit 4.1 to the Company's Form 8-K filed with the Securities and Exchange Commission on February 8, 2005).
10.7
Registration Rights Agreement by and between the Company and the purchasers identified on the signature pages thereto dated as of February 3, 2005 (Incorporated by reference to Exhibit 4.3 to the Company's Form 8-K filed with the Securities and Exchange Commission on February 8, 2005).
10.8
Employment Agreement by and between the Company and Oleg Firer dated as of May 5, 2006 (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on May 12, 2006).
10.9
Employment Agreement by and between the Company and Yakov Shimon dated as of July 1, 2004 (Incorporated by reference to the Company’s Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on March 4, 2005).
10.10
Employment Agreement by and between the Company and Miron Guilliadov dated as of July 1, 2004 (Incorporated by reference to the Company’s Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on March 4, 2005).
10.11
Form of Subscription Agreement by and between GM Merchant Solutions, Inc. and the purchasers identified on the signature pages thereto dated as of June 2, 2004 (Incorporated by reference to the Company’s Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on March 4, 2005).
10.12
Employment Agreement by and between the Company and Jeffrey A. Tischler dated as of May 5, 2006 (Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the Securities and Exchange Commission on May 12, 2006).
10.13
Loan and Security Agreement by and between the Company and RBL Capital Group, LLC, dated October 31, 2006, providing a Term Loan Facility with a maximum borrowing of $2,000,000.00 (Incorporated by reference to the Company’s Form 8-K filed with the Securities and Exchange Commission on November 6, 2006).
10.14
Convertible Promissory Note with Pinnacle Three Corporation (Incorporated by reference to the Company’s Form 8-K filed with the Securities and Exchange Commission on July 21, 2008).
10.15
Settlement Agreement and Mutual Release Between Pinnacle Three Corporation and the Company (Incorporated by reference to the Company’s Form 8-K filed with the Securities and Exchange Commission on July 21, 2008).
10.16
Convertible Promissory Note with Pinnacle Three Corporation (Incorporated by reference to the Company’s Form 8-K filed with the Securities and Exchange Commission on September 29, 2008).
10.17
Convertible Promissory Note with Oleg Firer (Incorporated by reference to the Company’s Form 8-K filed with the Securities and Exchange Commission on September 29, 2008).
10.18
Lease Termination Agreement between CRP/Capstone 14 W Property Owner, L.L.C. and the Company (Incorporated by reference to the Company’s Form 10-Q filed with the Securities and Exchange Commission on November 17, 2008).
10.19
Convertible Promissory Note with Pinnacle Three Corporation. (Incorporated by reference to the Company’s Form 10-K filed with the Securities and Exchange Commission on July 14, 2009).
10.20
Employment Agreement with Oleg Firer (Incorporated by reference to the Company’s Form 10-Q filed with the Securities and Exchange Commission on August 19, 2009).
10.21
(First) 1st Amended and Restated Convertible Promissory Note with Pinnacle Three Corporation (Incorporated by reference to the Company’s Form 8-K filed with the Securities and Exchange Commission on September 25, 2009).
10.22
(Second) 1st Amended and Restated Convertible Promissory Note with Pinnacle Three Corporation (Incorporated by reference to the Company’s Form 8-K filed with the Securities and Exchange Commission on September 25, 2009).
10.23
1st Amended and Restated Convertible Promissory Note with Oleg Firer (Incorporated by reference to the Company’s Form 8-K filed with the Securities and Exchange Commission on September 25, 2009).
10.24
(First) 2nd Amended and Restated Convertible Promissory Note with Pinnacle Three Corporation (Incorporated by reference to the Company’s Form 10-Q filed with the Securities and Exchange Commission on November 20, 2009).
10.25
(Second) 2nd Amended and Restated Convertible Promissory Note with Pinnacle Three Corporation (Incorporated by reference to the Company’s Form 10-Q filed with the Securities and Exchange Commission on November 20, 2009).
10.26
2nd Amended and Restated Convertible Promissory Note with Oleg Firer (Incorporated by reference to the Company’s Form 10-Q filed with the Securities and Exchange Commission on November 20, 2009).
10.27
Employment Agreement with Steven Wolberg (Incorporated by reference to the Company’s Form 8-K filed with the Securities and Exchange Commission on March 4, 2010).
10.28
Stock Option Agreement with Steven Wolberg (Incorporated by reference to the Company’s Form 8-K filed with the Securities and Exchange Commission on March 4, 2010).
16.1
Letter from Amper, Politziner & Mattia, P.C. (Incorporated by reference to the Company’s Form 8-K filed with the Securities and Exchange Commission on July 30, 2008).
Certification by Chief Executive Officer and acting Chief Financial Officer pursuant to Sarbanes-Oxley Section 302 (filed herewith).
Certification by Chief Executive Officer and acting Chief Financial Officer pursuant to 18 U.S.C. Section 1350 (filed herewith).
SIGNATURES
In accordance with 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.
In accordance with the requirements of the Securities and 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.
SIGNATURE
TITLE
DATE
By: /s/ Oleg Firer
Chairman of the Board, and
Chief Executive Officer
(Principal Executive Officer)
August 16, 2010
Oleg Firer
By:/s/ Oleg Firer
Chief Financial Officer (Principal Accounting Officer and Principal Financial Officer)
Oleg Firer
August 16, 2010
By: /s/ Theodore Ferrara
Director
August 16, 2010
Theodore Ferrara