# ABOUT CORPORATE FINANCE CORPORATION X-17A-5 (2022-02-28) — Broker-dealer annual report - Company: ABOUT CORPORATE FINANCE CORPORATION - Form: X-17A-5 - Filed: 2022-02-28 - Period: 2021-12-31 - Accession: 0001237318-22-000003 - CIK: 1443256 - File #: 8-67993 - Type: Broker-dealer - Material weakness: No - Auditor: YSL & Associates - Auditor location: New Yori, NY - Contact: Mark T Manzo - Phone: (201) 519-1905 - Email: mmanzo@moppartners.com - Website: moppartners.com - Signed by: Robert Gray (Director) Original filing: https://www.sec.gov/Archives/edgar/data/1443256/000123731822000003/acfannualreportpubed.pdf --- {0}------------------------------------------------ {1}------------------------------------------------ ### **TABLE OF CONTENTS** | | Page(s) | |----------------------------------------------------------|---------| | Facing page and Oath or Affirmation Page | 1-2 | | Report of Independent Registered Public Accounting Firm | 3 | | Financial Statements | | | Statement of Financial Condition as of December 31, 2021 | 4 | | Notes to the Financial Statements | 5-10 | {2}------------------------------------------------ **UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL REPORTS FORM X-17A-5 PART** Ill **FACING PAGE** 0MB APPROVAL 0MB Number: 3235-0123 Expires: Oct. 31, 2023 Estimated average burden hours per response: 12 SEC FILE NUMBER 8-67993 **Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934\_** FILING FOR THE PERIOD **BEGINNING 01/01/21 MM/DD/VY** AND ENDING **12/31** /21 MM/DD/VY **A. REGISTRANT IDENTIFICATION** NAME OF FIRM: ABOUT CORPORA TE FINANCE CORPORATION TYPE OF REGISTRANT (check all applicable boxes): ii!!!i Broker-dealer D Security-based swap dealer D Major security-based swap participant D Check here if respondent is also an OTC derivatives dealer ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) 1900 Avenue of the Stars, Suite 2460 (No. and Street) Los Angeles CA (City) (State) PERSON TO CONTACT WITH REGARD TO THIS FILING 90067 (Zip Code) Mark T Manzo (201) 519-1905 mmanzo@moppartners.com (Name) (Area Code -Telephone Number) (Email Address) **B. ACCOUNTANT IDENTIFICATION** INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing\* YSL & Associates (Name - if individual, state last, first, and middle name) 11 Broadway New York NY 10004 (Address) (City) (State) (Zip Code) 06/06/2006 2699 T" **of R•giSee
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Acknowledgment | Signature:
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Director | | | This filing•• contains (check all applicable boxes): | | | | - **ii** (a) Statement of financial condition. - D (b) Notes to consolidated statement of financial condition. - D (c) Statement of income (loss) or, if there is other comprehensive income in the period(s) presented, a statement of comprehensive income (as defined in§ 210.1-02 of Regulation S-X). - D (d) Statement of cash flows. - D (e) Statement of changes in stockholders' or partners' or sole proprietor's equity. - D (f) Statement of changes in liabilities subordinated to claims of creditors. - D (g) Notes to consolidated financial statements. - D (h) Computation of net capital under 17 CFR 240.15c3-1 or 17 CFR 240.18a-1, as applicable. - D (i) Computation of tangible net worth under 17 CFR 240.18a-2. - D (j) Computation for determination of customer reserve requirements pursuant to Exhibit A to 17 CFR 240.15c3-3. - D (k) Computation for determination of security-based swap reserve requirements pursuant to Exhibit B to 17 CFR 240.15c3-3 or Exhibit A to 17 CFR 240.18a-4, as applicable. - D (I) Computation for Determination of PAB Requirements under Exhibit A to§ 240.15c3-3. - D (m) Information relating to possession or control requirements for customers under 17 CFR 240.15c3-3. - D (n) Information relating to possession or control requirements for security-based swap customers under 17 CFR 240.15c3-3(p)(2) or 17 CFR 240.18a-4, as appl icable. - D (o) Reconciliations, including appropriate explanations, of the FOCUS Report with computation of net capital or tangible net worth under 17 CFR 240.15c3-1, 17 CFR 240.18a-1, or 17 CFR 240.18a-2, as applicable, and the reserve requirements under 17 CFR 240.15c3-3 or 17 CFR 240.18a-4, as applicable, if material differences exist, or a statement that no material differences exist. - D (p) Summary of financial data for subsidiaries not consolidated in the statement of financial condition. - **ii** (q) Oath or affirmation in accordance with 17 CFR 240.17a-5, 17 CFR 240.17a-12, or 17 CFR 240.18a-7, as applicable. - D (r) Compliance report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - D (s) Exemption report in accordance with 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - **ii** (t) Independent public accountant's report based on an examination of the statement of financial condition. - D (u) Independent public accountant's report based on an examination of the financial report or financial statements under 17 CFR 240.17a-5, 17 CFR 240.18a-7, or 17 CFR 240.17a-12, as applicable. - D (v) Independent public accountant's report based on an examination of certain statements in the compliance report under 17 CFR 240.17a-5 or 17 CFR 240.lBa-7, as applicable. - D (w) Independent public accountant's report based on a review of the exemption report under 17 CFR 240.17a-5 or 17 CFR 240.18a-7, as applicable. - D (x) Supplemental reports on applying agreed-upon procedures, in accordance with 17 CFR 240.15c3-1e or 17 CFR 240.17a-12, as applicable. - D (y) Report describing any material inadequacies found to exist or found to have existed since the date of the previous audit, or a statement that no material inadequacies exist, under 17 CFR 240.17a-12{k). - D (z) Other: \_ \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_ - *\*\*To* request confidential treatment of certain portions of this filing, see 17 CFR 240.17a-5(e)(3) or 17 CFR 240.18a-7{d)(2), as applicable. {4}------------------------------------------------ | ACKNOWLEDGMENT | | | | | |-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--| | A notary public or other officer completing this
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I I I i I I I\\ | | | | | {5}------------------------------------------------ ![](_page_5_Picture_0.jpeg) 11 Broadway, Suite 700, New York, NY 10004 Tel: (212) 232-0122 Fax: (646)218-4682 ### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Board of Director and Stockholder of About Corporate Finance Corporation #### **Opinion on the Financial Statement** We have audited the accompanying statement of financial condition of About Corporate Finance Corporation ( the "Company') as of December 31, 2021 , and the related notes ( collectively referred to as the "financial statement"). In our opinion, the financial statement presents fairly, in all material respects, the financial position of the Company as of December 31, 2021 in conformity with accounting principles generally accepted in the United States of America. #### **Basis for Opinion** This financial statement is the responsibility of the Company's management Our responsibility is to express an opinion on the Company's financial statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or fraud Our audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. We have served as About Corporate Finance Corporation's auditor since 2013. NewYork, NY February 24, 2022 {6}------------------------------------------------ #### **ASSETS** | Cash | \$
48,794 | |----------------------------------------------------|--------------| | Due from parent & affiliates | 13,027 | | Deferred tax asset | 60 | | Other assets | 1,256 | | | | | Total Assets | \$
63,137 | | | | | | | | Liabilities and Stockholder's Equity | | | Liabilities | | | Accounts payable and accrued expenses | \$
10,250 | | Due to affiliate | 187 | | Total Liabilities | 10,437 | | Stockholder's Equity | | | Common stock, no par value, 3000 shares authorized | | | 2,234 shares issued and outstanding | 0 | | Additional paid in capital | 298,760 | | Retained earnings/(Accumulated deficit) | {246,060) | | Total Stockholder's Equity | 52,700 | | Total Liabilities and Stockholder's Equity | \$
63,137 | {7}------------------------------------------------ ### **1. ORGANIZATION AND NATURE OF BUSINESS** About Corporate Finance Corporation (the "Company"), previously known as Foundation Markets Corporation, is a broker-dealer and as such is registered with Securities and Exchange Commission (SEC) and is a member of the Financial Industry Regulatory Authority ("FINRA"). The Company is a wholly owned subsidiary of About USA Holdings Corporation (the "Parent"). The Company acts primarily as a private placement broker-dealer. The Company does not claim an exemption under Paragraph (k) of SEC Rule 15c3-3. The Company is a Non-Covered firm that relies on Footnote 74 to SEC Release No. 34-70073. The Company does not hold or carry customer funds or securities. ### **2. SUMMARY SIGNIFICANT ACCOUNTING POLICIES** ### **Use of Estimates** These financial statements were prepared in conformity with accounting principles generally accepted in the United States of America which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. ### **Revenue Recognition** The Company recognizes revenue from private placement fees upon completion of the private placement offering and M & A transactions over the life of the underlying agreement. The Company closes deals whereby there is potential to earn a deferred fee in the future. The revenue is contingent upon the client meeting specific future financial performance thresholds. Therefore, any contingent revenue related to this transaction will not be recognized until the performance is met and payment is reasonably assured. The revenue recognition guidance requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance requires an entity to follow a five step model to (a) identify the contract(s) with a customer, (b) identify the performance obligations in the contract, (c) determine the transaction price, (d) allocate the transaction price to the performance {8}------------------------------------------------ ### **2. SUMMARY SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)** #### **Revenue Recognition (Continued)** obligations in the contract, and (e) recognize revenue when (or as) the entity satisfies a performance obligation. In determining the transaction price, an entity may include variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized would not occur when the uncertainty associated with the variable consideration is resolved. ### **Significant Judgements** Revenue from contracts with customers includes commission income and fees from investment banking and asset management services. The recognition and measurement of revenue is based on the assessment of individual contract terms. Significant judgement is required to determine whether performance obligations are satisfied at a point in time or over time; how to allocate transaction prices where multiple performance obligations are identified; when to recognize revenue based on the appropriate measure of the Company's progress under the contract; and whether constraints on variable considerations should be applied due to uncertain future events. ### **Cash and Cash Equivalents** For the purposes of balance sheet classification and statement of cash flows presentation, the Company has defined cash equivalents as highly liquid investments, with original maturities of less than three months that are not held for sale in the ordinary course of business. The Company currently maintains a cash balance at a bank that is insured by the Federal Deposit Insurance Corporation. At times the cash balance may be in excess of the Federal Deposit Insurance Corporation (FDIC) insurance limit. The Company has not incurred such a loss in the past. #### **Income Tax** The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. {9}------------------------------------------------ ### **2. SUMMARY SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)** #### **Income Tax (Continued)** The effect of a change in tax rates on deferred assets and liabilities is recognized in income in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that we believe these assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If we determine that we would be able to realize out deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. ### **3. NET CAPITAL REQUIREMENTS** The Company is subject to the Securities and Exchange Commission Uniform Net Capital Rule (SEC Rule 15c3-1), which requires the maintenance of minimum net capital and requires that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1 and equity capital may not be withdrawn, or cash dividends paid if the resulting net capital ratio would exceed 10 to 1. At December 31, 2021, the Company had net capital of \$38,357 which was \$33,357 in excess of its required net capital of \$5,000. The Company's ratio of aggregate indebtedness to net capital was .27 to 1. ### **4. RELATED PARTY TRANSACTIONS** The Company maintains an expense sharing agreement with its Parent, About USA Holdings Corporation, whereby a portion of the monthly rent is to be allocated to the Company. Total rental expense for the year ended December 31, 2021, was \$19,524. At December 31, 2021, the Company was due \$33 from its Parent. The Company maintains an expense sharing agreement with About Corporate Finance Ltd whereby a portion of IT and Telephone expense is allocated to the Company. {10}------------------------------------------------ ### **4. RELATED PARTY TRANSACTIONS (CONTINUED)** During 2021, the Company recorded approximately \$8,790 in managerial services and \$27,777 in combined IT and Telephone expense pursuant to the expense sharing agreement. At December 31, 2021, the Company owed About Corporate Finance Ltd \$187. At December 31, 2021, the Company was due \$12,994 from its ACF USA. Per agreement with ACF USA Corporation ("ACF USA"), an affiliate of the Company, ACF USA will pay the Company 100% of retainer fees received and 20% of Success Fees received by ACF USA under the Transferred Contract, in relation to the M&A business sold by the Company to ACF USA in 2015. ### **5. INCOME TAXES** Our company is included in the consolidated tax return of About USA Holdings Corporation ("the Parent"). We calculate the provision for income taxes by using a "separate return" method. Under this method, we are assumed to file a separate return with the tax authority, thereby reporting our taxable income or loss and paying the applicable tax to or receiving the appropriate refund from the Parent. Our current provision is the amount of tax payable or refundable on the basis of a hypothetical, current-year separate return. We provide deferred taxes on temporary differences and on any carryforwards that we could claim on our hypothetical return and assess the need for a valuation allowance on the basis of our projected separate return results. Any differences between the tax provision (or benefit) allocated to us under the separate return method and payments to be made to (or received from) the Parent for tax expense are treated as either loans or capital contributions. Accordingly, the amount by which our tax liability under the separate return method exceeds the amount of tax liability ultimately settled as a result of using incremental expenses of the Parent is periodically settled as a loan from the Parent to the Company. {11}------------------------------------------------ ### **5. INCOME TAXES (CONTINUED)** The federal and state income tax provision (or benefit) is summarized as follows: | Current | Year ended
December 31, 2021 | | |------------------------|---------------------------------|----------| | Federal income benefit | \$ | (27,971} | | State income benefit | | (5,083} | | Total | \$ | (33,054) | The amount of tax-related balances due from affiliates as of December 31, 2021 is \$12,994. At December 31, 2021, management has determined that the Company had no uncertain tax positions that would require the financial statement recognition. This determination will always be subject to ongoing reevaluation as facts and circumstances may require. The Company remains subject to US federal and state income tax audits for all years subsequent to 2017. ### **6. COVID-19** As a result of the COVID-19 outbreak in the United States, the financial and operational challenges have risen. The Company has been able to enact procedures to abate the financial and operational effects of the outbreak without a reduction in workforce. Although these challenges are expected to be temporary, the extent of the financial impact and other possible impacting matters going forward are unknown at this time. ### 7. **NEW ACCOUNTING PRONOUNCEMENTS** In June 2016, The Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ('ASU") 2016-13, Financial Instruments---- Credit Losses (Topic326): Measurement of Credit Losses on Financial Instruments, which amends the FASB's guidance on impairment of financial instruments. The ASU adds to GAAP, an impairment model (known as the current expected credit loss ("CECL") model) that is based on expected losses rather than incurred losses. Under the new guidance, the Company recognizes as an allowance, its estimate of lifetime expected credit losses, which the FASB believes will result in more timely recognition of such losses, If any. The ASU is also intended to reduce the complexity of GAAP by decreasing the number of credit impairment models that entities use to account for debt instruments. Further, the ASU makes targeted changes to the impairment model for available-for-sale debt securities. {12}------------------------------------------------ ### 7. **NEW ACCOUNTING PRONOUNCEMENTS (CONTINUED)** At December 31, 2021, management has determined that the Company had no receivables impacted by the new guidance. ### **8. GOING CONCERN** Accounting Standards Update 2014-15 requires that management evaluate conditions or events that might raise substantial doubt about the Company's ability to continue as a going concern. Management has evaluated the Company's conditions and has determined that unless the Company generates enough revenue or continues to be funded by its member, there is substantial doubt about the Company's ability to continue as a going concern. Capital is not a significant income producing factor, but should the Company have a need for capital it will be able to rely upon its member to infuse capital to cover overhead should that become necessary. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.