# ABOUT CORPORATE FINANCE CORPORATION X-17A-5 (2020-03-02) — Broker-dealer annual report
- Company: ABOUT CORPORATE FINANCE CORPORATION
- Form: X-17A-5
- Filed: 2020-03-02
- Period: 2019-12-31
- Accession: 0001443256-20-000001
- CIK: 1443256
- File #: 8-67993
- Material weakness: No
- Auditor: YSL & Associates
- Auditor location: New York, NY
- Contact: Mark T Manzo
- Phone: 2015191905
- Signed by: Thomas De (CEO)
Original filing: https://www.sec.gov/Archives/edgar/data/1443256/000144325620000001/acfauditreppubliced.pdf
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# ABOUT CORPORATE FINANCE CORPORATION ( A Wholly Owned Subsidiary of About USA Holdings Corporation ) Statement of Financial Condition December 31, 2019
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## **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, 2019 | 4 |
| Notes to the Financial Statements | 5-9 |
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**UNITED ST ATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549**
0MB APPROVAL 0MB Number: 3235-0123 Expires: August 31, 2020 Estimated average burden hours per response .. .. . . 12.00
SEC FILE NUMBER
8-67993
## **ANNUAL AUDITED REPORT FORM X-17A-5 PART Ill**
**FACING PAGE**
**Information Required of Brokers and Dealers Pursuant to Section 17 of the Securities Exchange Act of 1934 and Rule 17a-5 Thereunder**
| Securities Exchange Act of | | 1934 and Rule 17a-5 Thereunder | |
|-----------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------|--------------------------------|---------------------------------|
| REPORT FOR THE PERIOD BEGINNING 01 | /01/19
AND ENDING 12/31/19 | | |
| | MM/DD/YY | | -----------
MM/DD/YY |
| | A. REGISTRANT IDENTIFICATION | | |
| NAME OF BROKER-DEALER: ABOUT | CORPORATE
FINANCE | CORPORATION | OFFICIAL USE ONLY |
| ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use P.O. Box No.) | | FIRM I.D. NO. | |
| Avenue
of
Stars,
Suite
1900
the | 2460 | | |
| | (No. and Street) | | |
| Los Angeles | California | | 90067 |
| (City) | (State) | | (Zip Code) |
| NAME AND TELEPHONE NUMBER OF PERSON TO CONTACT IN REGARD TO THIS REPORT
Mark T. Manzo (201) 519-1905 | | | |
| | | | (A rea Code - Telephone Number) |
| | B. ACCOUNTANT IDENTIFICATION | | |
| INDEPENDENT PUBLIC ACCOUNTANT whose opinion is contained in this Report* | | | |
| YSL
&
Associates,
LLC | | | |
| | (Name - if individual, state last, first, middle name) | | |
| 11
Broadway,
Suite
700 | New
York | New
York | 10004 |
| (Address) | (City) | (Stale) | (Zip Code) |
| CHECK ONE: | | | |
| I/
I
Certified Public Accountant
B
Public Accountant
Accountant not resident in United States or any of its possessions. | | | |
| | FOR OFFICIAL USE ONLY | | |
| | | | |
| | | | |
| | | | |
*\*Claims for exemption from the requirement that the annual report be covered by the opinion of an independent public accountant must be supported by a statement of facts and circumstances relied on as the basis for the exemption. See Section 240. l 7a-5(e)(2)*
> **Potential persons who are to respond to the collection of information contained In this form are not required to respond unless the form displays a currently valid 0MB control number.**
SEC 1410 (11 -05)
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#### **OATH OR AFFIRMATION**
| | I, _T_h_o_m_a_s_D_e __________________________ , swear (or affirm) that, to the best of |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| | my knowledge and belief the accompanying financial statement and supporting schedules pertaining to the firm of
_A_B_O_U_T_C_O_ R_P_O_R_A_T_E_F_IN_A_N_C_E_ C_O_R_P_O_R_A_T_IO_N ________________________ , as |
| of December 31 , | are true and correct. I further swear (or affirm) that |
| | neither the company nor any partner, proprietor, principal officer or director has any proprietary interest in any account |
| classified solely as that of a customer, except as follows: | |
| | Signature |
| | CEO |
| | Title |
| >t | |
| Notary Public | |
| This report **
contains (check all applicable boxes):
0
(a) Facing Page.
[2]
(b) Statement of Financial Condition.
O
D
(d) Statement of Changes in Financial Condition.
D
D
§
(g) Computation of Net Capital.
D
0
consolidation.
[2]
An Oath or Affirmation.
(1)
D
(m) A copy of the SIPC Supplemental Report.
D | (c) Statement oflncome (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).
(e) Statement of Changes in Stockholders' Equity or Partners' or Sole Proprietors' Capital.
(f) Statement of Changes in Liabilities Subordinated to Claims of Creditors.
(h) Computation for Determination of Reserve Requirements Pursuant to Rule l5c3-3.
(i) Information Relating to the Possession or Control Requirements Under Rule 15c3-3 .
(j) A Reconciliation, including appropriate explanation of the Computation of Net Capital Under Rule 15c3-1 and the
Computation for Determination of the Reserve Requirements Under Exhibit A of Rule 15c3-3.
(k) A Reconciliation between the audited and unaudited Statements of Financial Condition with respect to methods of
(n) A report describing any material inadequacies found to exist or found to have existed since the date of the previous audit. |
| | **For conditions of confidential treatment of certain portions of this filing, see section 240. J 7a-5(e)(3). |
| | |
**Steven Michael Korbin** / ;V"ii f-"*1 /v* f *1t·c... 61-/'L-r:,/* ?....,02.---0
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#### **CALIFORNIA JURAT GOVERNMENT CODE** § **8202**
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A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of California
County of Los Angeles
| STEVEN MICHAEL KORBIN |
|-------------------------------|
| Notary Public - California |
| Los Angeles County |
| Commission # 2207322 |
| My Comm. Expires Jul 27, 2021 |
Subscribed and sworn to (or affirmed) before me on this ~ { *f ~ay* of *f;: Jy-0t1,~* Date Monttf , 2020, by Year (1) \_\_ / \_~\_iJ\_;<,\_" --=S"\_ ()\_e \_\_\_\_ \_ (and (2) \_\_\_\_\_\_\_\_\_\_\_\_\_ ),
Name(;ef of Signer(J{
proved to me on the basis of satisfactory evidence to be the person(~ who appear before me.
Signature
Place Notary Seal and/or Stamp Above
Signature of Notary Public
| ---------------OPTIONAL--------------~ | | |
|----------------------------------------------------------------------------------------------------------------------------------------|--|--|
| Completing this information can deter alteration of the document or
fraudulent reattachment of this form to an unintended document. | | |
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| Signer(s) Other Than Named Above: None. | | |
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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 , 2019, and the related notes ( collectively referred to as the "financial statement"). In our opinion, the statement of financial condition presents fairly, in all material respects, the financial position of the Company as of December 31 , 2019 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 statement. 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 statement. We believe that our audit provides a reasonable basis for our opinion.
We have served as About Corporate Finance Corporation's auditor since 2013.
New York, NY
February 26, 2020
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#### **ASSETS**
| Total Liabilities and Stockholder's Equity | \$
479,941 |
|----------------------------------------------------|---------------|
| | |
| Total Stockholder's Equity | 435,702 |
| Retained earnings | 237,942 |
| Additional paid in capital | 197,760 |
| 2,234 shares issued and outstanding | |
| Common stock, no par value, 3000 shares authorized | |
| Stockholder's Equity | |
| | |
| Total Liabilities | 44,239 |
| Due to Affiliate | 39,364 |
| Accounts payable and accrued expenses | \$
4,875 |
| Liabilities | |
| Liabilities and Stockholder's Equity | |
| | |
| | |
| | |
| Total Assets | \$
479,941 |
| Other assets | 2,106 |
| Due from Parent & Affiliates | 88,978 |
| Cash | \$
388,857 |
| | |
The accompanying notes are an integral part of these financial statements.
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#### **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.
#### **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 obligations in the contract, and (e) recognize revenue when (or as) the entity satisfies a performance obligation.
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#### **2. SUMMARY SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)**
#### **Revenue Recognition (Continued)**
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.
#### **Concentration Risk**
One contract accounted for 100% of the total revenue in 2019.
#### **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
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#### **2. SUMMARY SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)**
#### **Income Tax (Continued)**
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.
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, 2019, the Company had net capital of \$344,618 which was \$339,618 in excess of its required net capital of \$5,000. The Company's ratio of aggregate indebtedness to net capital was .13 to 1.
#### **4. RELATED PARTY TRANSACTIONS**
The Company maintains an expense sharing agreement with its Parent, About USA Holding Corporation, whereby a portion of the monthly rent is to be allocated to the Company.
Total rental expense for the year ended December 31, 2019, was \$19,524.
At December 31, 2019, the Company owed its Parent \$26,847.
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#### **4. RELATED PARTY TRANSACTIONS (CONTINUED)**
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.
During 2019, the Company recorded approximately \$10,703 in managerial services and \$11,724 in combined IT and Telephone expense pursuant to the expense sharing agreement.
At December 31, 2019, the Company owed About Corporate Finance Ltd \$12,517.
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.
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### **5. INCOME TAXES (CONTINUED)**
The federal and state income tax provision (or benefit) is summarized as follows:
| Current | Vear ended
December 31, 2019 |
|--------------------------|---------------------------------|
| Federal income provision | \$
26,670 |
| State income provision | 12,236 |
| Total | \$
38,906 |
The amount of tax-related balances due from affiliates as of December 31, 2019 is \$88,978.
At December 31, 2019, 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 2015.
Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.