UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10/A
Amendment No. 1
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934
Commission file number 000-52136
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Tiger Growth Corporation
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(Exact name of registrant as specified in its charter)
Cayman Islands N/A
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(State or other jurisdiction (I.R.S. Employer
of incorporation or formation) Identification Number)
c/o Nautilus Global Partners, LLC
700 Gemini, Suite 100
Houston, Texas 77058
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 281-488-3883
Copies to:
Lawrence G. Nusbaum, Esq.
Gusrae, Kaplan, Bruno & Nusbaum PLLC
120 Wall Street
New York, NY 10005
(212) 269-1400
Securities to be registered under Section 12(b) of the Act:
Title of each class Name of Exchange on which to
be so registered each class is
to be registered
None N/A
Securities to be registered under Section 12(g) of the Exchange Act:
Ordinary Shares, par value $0.001
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Title of each class
ITEM 1. DESCRIPTION OF BUSINESS
General
Tiger Acquisition Corporation ("we", "us", "our", the
"Company" or "Tiger") was organized under the laws of the Cayman
Islands on March 10, 2006. Since inception, we have been engaged
in organizational efforts and obtaining initial financing. We are
a blank check development stage company formed for the purpose of
acquiring, through a stock exchange, asset acquisition or similar
business combination an operating business. We have not
conducted negotiations or entered into a letter of intent
concerning any target business.
Plan of Operation
We do not currently engage in any business activities that
generate revenue and do not expect to generate revenue until such
time as we have successfully completed a business combination.
Our operations will consist entirely of identifying,
investigating and conducting due diligence on potential
businesses for acquisition, none of which will generate revenues.
In addition to the costs that we have incurred in connection with
our formation and the filing of this registration statement,
including legal, accounting and auditing fees, we expect to incur
costs associated with identifying acquisition targets and
completing necessary due diligence.
We believe we will be able to meet the costs of these
activities through use of funds that we have raised in private
sales of our ordinary shares, also referred to as common shares.
If we require additional funds, we will seek additional
investments from our shareholders, management or other investors.
Narrative Description of Business
Although we have not identified or entered into any
agreements with a potential target business to date, we intend to
focus on targets located primarily in Asia, South America and
Eastern Europe, as we believe that businesses with operating
history and growth potential in these locations could benefit
significantly from access to the United States capital markets
and may offer the potential of capital appreciation stemming from
economic growth in such emerging markets.
The analysis of business opportunities will be undertaken
by or under the supervision of our officer and directors who will
have a large amount of flexibility in seeking, analyzing and
participating in potential business opportunities. In our efforts
to analyze potential acquisition targets, we will consider the
following kinds of factors:
* Potential for growth, indicated by new technology,
anticipated market expansion or new products;
* Competitive position as compared to other firms of similar
size and experience within the industry segment as well as
within the industry as a whole;
* Strength and diversity of management, either in place or
scheduled for recruitment;
* Capital requirements and anticipated availability of required
funds;
* The extent to which the business opportunity can be advanced;
* The accessibility of required management expertise,
personnel, raw materials, services, professional assistance
and other required items; and
* Other relevant factors.
In applying the foregoing criteria, no one of which will be
controlling, management will attempt to analyze all factors and
circumstances and make a determination based upon reasonable
investigative measures and available data. Potentially available
business opportunities may occur in many different industries,
and at various stages of development, all of which will make the
task of comparative investigation and analysis of such business
opportunities extremely difficult and complex. If necessary, we
will retain third party consultants to aid us in our evaluation
of potential targets, provided that we have the necessary capital
available.
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We anticipate that the selection of a business combination
will be complex and extremely risky. In addition, we believe
that as a result of general economic conditions, shortages of
available capital, the attractiveness of obtaining access to
United States capital markets, and the perceived benefits of
becoming a publicly traded company, that there may be numerous
firms seeking business combination partners such as ourselves,
thus adding to the complexity.
Competition
In identifying, evaluating and selecting a target business,
we may encounter intense competition from other entities having a
business objective similar to ours. There are numerous blank
check companies that have gone public in the United States that
have significant financial resources, that are seeking to carry
out a business plan similar to our business plan. Furthermore,
there are a number of additional blank check companies that are
still in the registration process or are about to file
registration statements, both under the Securities and Exchange
Act and under the Securities Act. Additionally, we may be
subject to competition from other companies looking to expand
their operations through the acquisition of a target business.
Many of these entities are well established and have extensive
experience identifying and effecting business combinations
directly or through affiliates. Many of these competitors possess
greater technical, human and other resources than us and our
financial resources will be relatively limited when contrasted
with those of many of these competitors.
While we believe there may be numerous potential target
businesses that we could acquire with our currently available
funds, our ability to compete in acquiring certain sizable target
businesses will be limited by our available financial resources.
This inherent competitive limitation gives others an advantage in
pursuing the acquisition of a target business.
Our management believes, however, that our status as a
reporting entity and potential access to the United States public
equity markets may give us a competitive advantage over privately-
held entities having a similar business objective as ours in
acquiring a target business with significant growth potential on
favorable terms. We also believe that because we are incorporated
in the Cayman Islands we may be attractive from a tax perspective
to potential targets operating outside of the United States, as
the majority of non-operating companies that are seeking reverse
merger candidates are incorporated in the United States, which
potentially adds an additional layer of taxation.
Further, if we succeed in effecting a business combination,
there will be, in all likelihood, intense competition from
competitors of the target business. We cannot assure you that,
subsequent to a business combination, we will have the resources
or ability to compete effectively.
Forms of Acquisition
The structure of a potential business combination, either
through an acquisition or a merger, will depend upon a number of
factors, including, the nature of the target entity's ownership
structure, its business structure and the relative negotiating
strengths of the parties to the transaction. It is our intention
to structure a business combination so that the consideration we
offer the owners of the target company consists primarily of
ordinary shares. Such a structure provides the benefit of
conserving our capital, but has the potential drawback of
resulting in our current shareholders no longer having control of
a majority of our voting ordinary shares following such a
transaction.
If a business combination is structured as an acquisition,
we may be able to structure the transaction so that the vote or
approval by our shareholders is not required. If a business
combination is structured as merger, then we may be required to
call a shareholders' meeting and obtain the approval of the
holders of a majority of the outstanding ordinary shares. The
necessity to obtain such shareholder approval may result in delay
and additional expense in the consummation of any proposed
transaction and may also give rise to certain appraisal rights to
dissenting shareholders. Accordingly, we will seek to structure
any such transaction so as not to require shareholder approval.
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We currently anticipate that we will be able to effect only
one business combination, due primarily to our limited financing,
and the dilution of interest for present and prospective
shareholders, which is likely to occur if we offer our ordinary
shares to obtain a target business. This lack of diversification
should be considered a substantial risk in investing in us,
because it will not permit us to offset potential losses from one
venture against gains from another.
Employees
We presently have no employees apart from our officers. We
expect no significant changes in the number of our employees
other than such changes, if any, incident to a business
combination.
Available Information
We have elected to file this Form 10 registration statement
on a voluntary basis in order to become a reporting company under
the Securities Exchange Act of 1934, as amended (the "Exchange
Act").
As a reporting company, we will be obligated to file with
the SEC certain interim and periodic reports in including an
annual report containing audited financial statements, as
required under the Exchange Act.
The public may read and copy any materials that we file with
the SEC at the SEC's Public Reference Room at 450 Fifth Street,
N.W., Washington, D.C. 20549. The public may obtain information
on the operation of the Public Reference Room by calling the SEC
at 1-800-SEC-0330. Additionally, the SEC maintains an Internet
site that contains reports, proxy and information statements, and
other information regarding issuers that file electronically with
the SEC, which can be found at http://www.sec.gov.
We are not required to deliver an annual report to security
holders and at this time we do not anticipate the distribution of
such a report.
ENFORCEABILITY OF CIVIL LIABILITIES
We are incorporated in the Cayman Islands because our
management believes that incorporation in the Cayman Islands
offer a number of benefits, including, but not limited to, the
following:
* political and economic stability;
* an effective judicial system;
* a favorable tax system;
* the absence of exchange control or currency
restrictions; and
* the availability of professional and support services.
However, certain disadvantages accompany incorporation in
the Cayman Islands. These disadvantages include:
* the Cayman Islands has a less developed body of
securities laws as compared to the United States and
provides significantly less protection to investors; and
* Cayman Islands companies may not have standing to sue
before the federal courts of the United States.
We have been advised that there is uncertainty as to whether
the courts of the Cayman Islands would:
* recognize or enforce judgments of United States courts
obtained against us or our directors or officers
predicated upon the civil liability provisions of the
securities laws of the United States or any state in the
United States; or
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* entertain original actions brought in the Cayman
Islands or China against us or our directors or officers
predicated upon the securities laws of the United States
or any state in the United States.
We have been advised that a final and conclusive judgment in
the federal or state courts of the United States under which a
sum of money is payable, other than a sum payable in respect of
taxes, fines, penalties or similar charges, may be subject to
enforcement proceedings as a debt in the courts of the Cayman
Islands under the common law doctrine of obligation.
ITEM 1A. RISK FACTORS
An investment in our ordinary shares is extremely
speculative and involves a high degree of risk. You should
carefully consider the risks and uncertainties described below
and the other information contained in this registration
statement before purchasing any of our securities. The risks and
uncertainties set forth below are not the only ones facing us.
Additional risks and uncertainties may also adversely impact our
proposed business plan and prospects. In the event that any of
the following risks actually materialize, our proposed business
plan, and/or prospects would likely suffer significantly. In
such event, you could lose all or a substantial part of the money
that you paid for our ordinary shares.
We are a development stage company with no operating history and,
accordingly, you will not have any basis on which to evaluate our
ability to achieve our business objective.
Because we are a recently formed development stage company
with no operations and/or functions to date, you will have no
basis upon which to evaluate our ability to achieve our business
objective, which is to acquire an operating business. We have
not conducted any negotiations regarding acquisitions and we have
no current plans, arrangements or understandings with any
prospective acquisition candidates.
We are dependent on the ability of management to locate, attract
and effectuate a suitable acquisition candidate; management
intends to devote only a limited amount of time to seeking a
target company.
The nature of our operations is highly speculative and there
is a consequential risk of loss of your investment. The success
of our plan of operation will depend to a great extent on the
operations, financial condition and management of an identified
business opportunity. We cannot assure you that we will be
successful in locating candidates with established operating
histories. In the event we complete a business combination with a
privately held company, the success of our operations may be
dependent upon management of the successor firm and numerous
other factors beyond our control. While seeking a business
combination, management anticipates devoting no more than a few
hours per week to the Company's affairs. Our officers have not
entered into written employment agreements with us and are not
expected to do so in the foreseeable future. This limited
commitment may adversely impact our ability to identify and
consummate a successful business combination.
There is no public market for our ordinary shares.
There is no public trading market for our ordinary shares
and none is expected to develop unless and until, among other
things, we complete an acquisition, file a selling shareholder
registration statement under the Securities Act, and such
ordinary shares are accepted for trading on a trading medium in
the United States, the occurrence of any of which no assurances
can be given when, if, or ever.
Because of our limited resources and intense competition for
private companies suitable for an acquisition of the type
contemplated by management, we may not be able to consummate an
acquisition on suitable terms, if at all.
We expect to encounter intense competition from other
4
entities having business objectives similar to ours. The highly
competitive market for the small number of business opportunities
could reduce the likelihood of consummating a successful business
combination. Many of the entities that we will be in competition
with are well established and have extensive experience in
identifying and effecting business combinations directly or
through affiliates. A large number of established and well-
financed entities, including small public companies and venture
capital firms, are active in mergers and acquisitions of
companies that may be desirable target candidates for us. Nearly
all these entities have significantly greater financial
resources, technical expertise and managerial capabilities than
we do; consequently, we will be at a competitive disadvantage in
identifying possible business opportunities and successfully
completing a business combination. These competitive factors may
reduce the likelihood of our identifying and consummating a
successful business combination.
We have no agreements for a business combination or other
transaction.
We have no arrangement, agreement or understanding with
respect to engaging in a merger with, joint venture with or
acquisition of, a private or public entity. No assurances can be
given that we will successfully identify and evaluate suitable
business opportunities or that we will conclude a business
combination. Management has not identified any particular
industry or specific business within an industry for evaluation.
We cannot guarantee that we will be able to negotiate a business
combination on favorable terms, and there is consequently a risk
that funds allocated to the purchase of our shares will not be
invested in a company with active business operations.
Management intends to devote only a limited amount of time to
seeking a target company which may adversely impact our ability
to identify a suitable acquisition candidate.
While seeking a business combination, management anticipates
devoting no more than a few hours per week to the Company's
affairs in total. Our officer has not entered into a written
employment agreement with us and is not expected to do so in the
foreseeable future. This limited commitment may adversely impact
our ability to identify and consummate a successful business
combination.
The time and cost of preparing a private company to become a
public reporting company may preclude us from entering into a
merger or acquisition with the most attractive private companies.
Target companies that fail to comply with SEC reporting
requirements may delay or preclude acquisition. Sections 13 and
15(d) of the Exchange Act require reporting companies to provide
certain information about significant acquisitions, including
certified financial statements for the company acquired, covering
one, two, or three years, depending on the relative size of the
acquisition. The time and additional costs that may be incurred
by some target entities to prepare these statements may
significantly delay or essentially preclude consummation of an
acquisition. Otherwise suitable acquisition prospects that do not
have or are unable to obtain the required audited statements may
be inappropriate for acquisition so long as the reporting
requirements of the Exchange Act are applicable.
Our business will have no revenues unless and until we merge with
or acquire an operating business.
We are a development stage company and have had no revenues
from operations. We may not realize any revenues unless and until
we successfully merge with or acquire an operating business.
Further, we anticipate that the investigation of specific
business opportunities and the negotiation, drafting and
execution of relevant agreements, disclosure documents and other
instruments will require substantial management time and
attention require the expenditure of significant financial
resources. If we decide not to participate in a specific business
opportunity, or if we fail to consummate a business combination,
the costs incurred by us related to transaction may result in the
loss of the related costs incurred.
We may require additional funds in order to operate a business
that we acquire.
Any target business that is selected may be a financially
unstable company or an entity in its early stages of development
or growth, including entities without established records of
sales or earnings. In that event, we will be subject to numerous
risks inherent in the business and operations of financially
5
unstable and early stage or potential emerging growth companies.
In addition, we may effect a business combination with an entity
in an industry characterized by a high level of risk, and,
although our management will endeavor to evaluate the risks
inherent in a particular target business, there can be no
assurance that we will properly ascertain or assess all
significant risks. If we obtain a business that requires
additional capital that we cannot provide, it could have a
material adverse effect on our business and could result in the
loss of your entire investment.
We expect to issue additional ordinary shares in a merger or
acquisition, which will result in substantial dilution.
Our Memorandum of Association authorizes the issuance of a
maximum of 50,000,000 ordinary shares. Any merger or acquisition
effected by us may result in the issuance of additional
securities without shareholder approval and may result in
substantial dilution in the percentage of our common stock held
by our then existing shareholders.
We have not conducted any market research or identified business
opportunities, which may affect our ability to identify a
business to merge with or acquire.
We have neither conducted nor have others made available to
us results of market research concerning prospective business
opportunities. Therefore, we have no assurances that market
demand exists for a merger or acquisition as contemplated by us.
Our management has not identified any specific business
combination or other transactions for formal evaluation by us,
such that it may be expected that any such target business or
transaction will present such a level of risk that conventional
private or public offerings of securities or conventional bank
financing will not be available. There is no assurance that we
will be able to acquire a business opportunity on terms favorable
to us. Decisions as to which business opportunity to participate
in will be unilaterally made by our management, which may act
without the consent, vote or approval of our shareholders.
We cannot assure you that following a business combination with
an operating business, our common stock will be listed on NASDAQ
or any other securities exchange.
Following a business combination, we may seek the listing of
our common stock on NASDAQ or the American Stock Exchange.
However, we cannot assure you that following such a transaction,
we will be able to meet the initial listing standards of either
of those or any other stock exchange, or that we will be able to
maintain a listing of our common stock on either of those or any
other stock exchange. After completing a business combination,
until our common stock is listed on the NASDAQ or another stock
exchange, we expect that our common stock would be eligible to
trade on the OTC Bulletin Board, another over-the-counter
quotation system, or on the "pink sheets," where our shareholders
may find it more difficult to dispose of shares or obtain
accurate quotations as to the market value of our common stock.
In addition, we would be subject to an SEC rule that, if it
failed to meet the criteria set forth in such rule, imposes
various practice requirements on broker-dealers who sell
securities governed by the rule to persons other than established
customers and accredited investors. Consequently, such rule may
deter broker-dealers from recommending or selling our common
stock, which may further affect its liquidity. This would also
make it more difficult for us to raise additional capital
following a business combination.
Our shareholders may face different considerations in protecting
their interests because we are incorporated under Cayman Islands
law.
Our corporate affairs are governed by our Memorandum and
Articles of Association, by the Companies Law (as revised) of the
Cayman Islands and the common law of the Cayman Islands. The
rights of shareholders to take action against our directors,
actions by minority shareholders and the fiduciary
responsibilities of our directors to us under Cayman Islands law
are to a large extent governed by the common law of Cayman
Islands. The common law in the Cayman Islands is derived in part
from comparatively limited judicial precedent in the Cayman
Islands and from English common law, the decisions of whose
courts are of persuasive authority but are not binding on a court
in the Cayman Islands. Cayman Islands law relating to the right
of shareholders and the fiduciary duties of our directors may not
6
be as established and may differ from provision under statutes or
judicial precedent in existence in jurisdictions in the United
States. As a result, our public shareholders may have more
difficulty in protecting their interests in actions against the
management, directors or our controlling shareholders than would
shareholders of a corporation incorporated in a jurisdiction in
the United States.
Judgments against us may be difficult or impossible to enforce in
foreign jurisdictions.
We are a Cayman Islands company and a substantial majority of
our assets are located outside the U.S. In addition, a majority
of our directors and officers reside outside the U.S. As a
result, it may not be possible to effect service of process
within the U.S. upon such persons, including with respect to
matters arising under U.S. or foreign securities or other
applicable laws. There is uncertainty as to whether the courts of
the Cayman Islands, Hong Kong or China would recognize or enforce
judgments of United States courts obtained against us or such
persons based upon the civil liability provisions of the
securities laws of the United States, or be competent to hear
original actions based upon these laws. In addition, any
judgments obtained in the U.S. against us, including judgments
predicated on the civil liability provisions of the securities
laws of the United States or any state thereof, may be not
collectible within the U.S. Moreover, China does not have
treaties providing for the reciprocal recognition and enforcement
of judgments of courts within the U.S., Japan or most western
countries. Hong Kong has no arrangement for the reciprocal
enforcement of judgments within the U.S. As a result, if you
intend to enforce a judgment obtained in the U.S. against our
assets located outside the U.S., such judgment may be subject to
re-examination of the merits of the action by a foreign court and
face additional procedures and other difficulties which would not
be required for enforcement of such judgment in the U.S.
Enforcing such judgments may be difficult or impossible.
If we effect a business combination with a company located
outside of the United States, we would be subject to a variety of
additional risks that may negatively impact our operations.
We intend to effect a business combination with a company
located outside of the United States. If we do so, we could be
subject to special considerations and/or risks associated with
companies operating in the target business' home jurisdiction,
including any of the following:
* rules and regulations or currency conversion or corporate
withholding taxes on individuals;
* tariffs and trade barriers;
* regulations related to customs and import/export matters;
* longer payment cycles;
* tax issues, such as tax law changes and variations in tax
laws as compared to the United States;
* currency fluctuations;
* challenges in collecting accounts receivable;
* cultural and language differences; and
* employment regulations.
We cannot assure you that we would be able to adequately address
these additional risks. If we were unable to do so, our
operations, and those of the business that we acquired, could be
materially adversely affected.
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If we effect a business combination with a company located
outside of the United States, the laws applicable to such company
will likely govern all of our material agreements and we may not
be able to enforce our legal rights.
If we effect a business combination with a company located
outside of the United States, the laws of the country in which
such company operates will govern almost all of the material
agreements relating to its operations. We cannot assure you that
the target business will be able to enforce any of its material
agreements or that remedies will be available in this new
jurisdiction. The system of laws and the enforcement of existing
laws in such jurisdiction may not be as certain in implementation
and interpretation as in the United States. The inability to
enforce or obtain a remedy under any of our future agreements
could result in a significant loss of business, business
opportunities or capital. Additionally, if we acquire a company
located outside of the United States, it is likely that
substantially all of our assets would be located outside of the
United States and some of our officers and directors might reside
outside of the United States. As a result, it may not be possible
for investors in the United States to enforce their legal rights,
to effect service of process upon our directors or officers or to
enforce judgments of United States courts predicated upon civil
liabilities and criminal penalties of our directors and officers
under Federal securities laws.
Authorization of Preferred Shares.
Our Memorandum of Association authorizes the issuance of up
to 1,000,000 preference shares (to be referred to as preferred
shares) with designations, rights and preferences determined from
time to time by our Board of Directors. Accordingly, our Board
of Directors is empowered, without shareholder approval, to issue
preferred shares with dividend, liquidation, conversion, voting,
or other rights which could adversely affect the voting power or
other rights of the holders of our ordinary shares. In the event
of issuance, the preferred shares could be utilized, under
certain circumstances, as a method of discouraging, delaying or
preventing a change in control of our Company. Although we have
no present intention to issue any preferred shares, we cannot
assure you that we will not do so in the future.
We may become a passive foreign investment company, which could
result in adverse U.S. federal income tax consequences to U.S.
investors.
Based on the nature of our business, we do not expect to be a
passive foreign investment company, or PFIC, for U.S. federal
income tax purposes for our current taxable year. However,
whether or not we are a PFIC for any taxable year will be based
in part on the character of our income and assets and the value
of our assets from time to time, which will be based in part on
the trading price of our ordinary shares, once they commence
trading, which may be volatile. Accordingly, it is possible that
we may be a PFIC for any taxable year. If we were treated as a
PFIC for any taxable year during which a U.S. investor held an
ordinary share, certain adverse U.S. federal income tax
consequences could apply to the U.S. investor. See
"Taxation-United States Federal Income Taxation-Passive Foreign
Investment Company Rules."
If we effect a business combination with a United States
corporation we could face adverse tax effects under the United
States tax laws.
Although we currently intend to focus on Asia, South America
and Eastern Europe for potential business combination targets, if
we were to effect a business combination with a U.S. corporation,
such a combination could subject us to potentially adverse tax
effects as a result of changes made to the U.S. Internal Revenue
Code of 1986, as amended, by the American Jobs Creation Act of
2004 relating to the treatment of domestic business entities
which expatriate from the United States to a foreign
jurisdiction. These new provisions generally apply to the direct
or indirect acquisition of substantially all of the properties of
a domestic enterprise by a foreign corporation if there is at
least 60% or 80% of continuing share ownership in the successor
foreign entity by the former stockholders of the U.S. corporation
and substantial business activities are not conducted in the
jurisdiction in which such successor is created or organized. In
the event we effected a business combination with a U.S.
corporation, and were subsequently subject to these new rules, it
could cause us to loose certain tax benefits, which could make
8
the transaction more expense to us, which could have an adverse
effect on our operations. See "Taxation - Certain Material
United States Federal Income Tax Considerations - Tax Effects if
we Acquire a U.S. Corporation"
If we are deemed to be a controlled foreign corporation, or CFC,
we may be subject to certain U.S. income tax risks associated
with the CFC rules under the U.S. Internal Revenue Code of 1986,
as amended.
We will be considered a CFC for any year in which our United
States shareholders that each own (directly, indirectly or by
attribution) at least 10% of our voting shares (each a "10% U.S.
Holder") together own more than 50% of the total combined voting
power of all classes of our voting shares or more than 50% of the
total value of our shares. If we were classified as a CFC, such
classification would have many complex results, one of which is
that if you are a 10% U.S. Holder on the last day of our taxable
year, you will be required to recognize as ordinary income your
pro rata share of certain of our income (including both ordinary
earnings and capital gains) for the taxable year, whether or not
you receive any distributions on your ordinary shares during that
taxable year.
Although we do not believe that we are a CFC at this time, we
cannot assure you that we will not be deemed to be a CFC in the
future and, as a result, that these rules would then apply to
holders of our ordinary shares. Accordingly, U.S. persons should
consider the possible application of the CFC rules before making
an investment in our ordinary shares. See "Certain Tax
Considerations-Certain Material United States Federal Income Tax
Considerations-Controlled Foreign Corporation Status and Related
Consequences."
ITEM 2. FINANCIAL INFORMATION
Critical Accounting Policies and Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles in the United States
requires management to make estimates and assumptions that affect
the reported amounts of assets, liabilities, revenues, expenses,
contingent assets and liabilities and the related disclosures in
the accompanying financial statements. Changes in these estimates
and assumptions could materially affect our financial position,
results of operations or cash flows. Management considers an
accounting estimate to be critical if: (a) it requires
assumptions to be made that were uncertain at the time the
estimate was made, and (b) changes in the estimate or different
estimates that could have been selected could have a material
impact on our consolidated results of operations or financial
condition. All other significant accounting policies that we
employ are presented in the notes to the consolidated financial
statements. The following discussion presents information about
the nature of our most critical accounting estimates, our
assumptions or approach used and the effects of hypothetical
changes in the material assumptions used to develop each
estimate.
Loss Per Common Share -
Basic loss per common share is based on the weighted effect of
common shares issued and outstanding, and is calculated by
dividing net loss by the weighted average shares outstanding
during the period. Diluted loss per common share is calculated
by dividing net loss by the weighted average number of common
shares used in the basic loss per share calculation plus the
number of common shares that would be issued assuming exercise or
conversion of all potentially dilutive common shares outstanding.
The Company does not present diluted earnings per share for years
in which it incurred net losses as the effect is antidilutive.
At May 31, 2006 and September 12, 2006, there were no potentially
dilutive common shares outstanding.
Income Taxes -
Tiger Acquisition Corporation was registered as an Exempted
Company in the Cayman Islands, and therefore, is not subject to
Cayman Island income taxes for 20 years from the Date of
Inception. While the Company has no intentions of conducting
9
business operations in the United States, the Company would be
subject to United States income taxes based on activities
occurring in the United States.
The Company accounts for income taxes in accordance with SFAS No.
109, Accounting for Income Taxes. This statement prescribes the
use of the liability method whereby deferred tax asset and
liability account balances are determined based on differences
between financial reporting and tax bases of assets and
liabilities and are measured using the enacted tax rates and laws
that will be in effect when the differences are expected to
reverse. In assessing the realization of deferred tax assets,
management considers whether it is likely that some portion or
all of the deferred tax assets will be realized. The ultimate
realization of deferred tax assets is dependent upon the Company
attaining future taxable income during periods in which those
temporary differences become deductible.
Recently Issued Accounting Pronouncements -
Management does not believe that any recently issued, but not yet
effective, accounting standards, if currently adopted, would have
a material effect on the accompanying financial statements.
Selected Financial Data
The selected financial data presented below has been derived
from our audited financial statements appearing elsewhere herein.
Period from Period from
March 10, 2006 March 10, 2006
(Date of Inception) (Date of Inception)
to May 31, 2006 to June 30, 2006
------------------ ------------------
Revenues $ - $ -
Expenses 6,598 13,665
Net Loss (6,598) (13,665)
Basic and diluted loss per share $ (.01) $ (.02)
-------- --------
Total Assets $ 43,600 $ 43,600
======== ========
Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Disclosure Regarding Forward Looking Statements
Statements, other than historical facts, contained in this
Registration Statement on Form 10, including statements of
potential acquisitions and our strategies, plans and objectives,
are "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933, as amended (the "Securities
Act"), and Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). Although we believe that our
forward looking statements are based on reasonable assumptions,
we caution that such statements are subject to a wide range of
risks, trends and uncertainties that could cause actual results
to differ materially from those projected. Among those risks,
trends and uncertainties are important factors that could cause
actual results to differ materially from the forward looking
statements, including, but not limited to; the effect of existing
and future laws, governmental regulations and the political and
economic climate of the United States; the effect of derivative
activities; and conditions in the capital markets. In
particular, careful consideration should be given to cautionary
statements made in this Form 10 in the Risk Factors section. We
undertake no duty to update or revise these forward-looking
statements.
When used in this Form 10, the words, "expect,"
"anticipate," "intend," "plan," "believe," "seek," "estimate" and
similar expressions are intended to identify forward-looking
statements, although not all forward-looking statements contain
10
these identifying words. Because these forward-looking statements
involve risks and uncertainties, actual results could differ
materially from those expressed or implied by these forward-
looking statements for a number of important reasons, including
those discussed under Item 1A. "Risk Factors" and elsewhere in
this Form 10.
General
We are a development stage company formed solely for the
purpose of identifying and entering into a business combination
with a privately held business or company, domiciled and
operating in an emerging market, that is seeking the advantages
of being a publicly held corporation whose stock is eventually
traded on a major United States stock exchange. We intend to
focus on targets located primarily in Asia, South America and
Eastern Europe, as we believe that businesses with operating
history and growth potential in these locations would benefit
significantly from access to the United States capital markets
and may offer the potential of capital appreciation stemming from
the economic growth in such emerging markets.
Plan of Operation
As of the date of this registration statement, we have not
engaged in any business activities that generate revenue. Our
activities to date have been primarily focused upon our formation
and raising capital. We have conducted private offerings of our
ordinary shares, the proceeds of which we intend to use for
payment of costs associated with formation, accounting and
auditing fees, legal fees, and costs associated with identifying
acquisition targets and completing necessary due diligence. In
addition, we expect to incur costs related to filing periodic
reports with the Securities and Exchange Commission.
We believe we will be able to meet these costs for at least
the next 12 months using the funds that we have raised through
our private offerings. If necessary, we believe that we will be
able to raise additional funds through additional private sales
of ordinary shares, by obtaining loans from our shareholders,
management or other investors.
We may consider a business which has recently commenced
operations, is a developing company in need of additional funds
for expansion into new products or markets, is seeking to develop
a new product or service, or is an established business which may
be experiencing financial or operating difficulties and is in
need of additional capital. In the alternative, a business
combination may involve the acquisition of, or merger with, a
company which does not need substantial additional capital, but
which desires to establish a public trading market for its
shares, while avoiding, among other things, the time delays,
significant expense, and loss of voting control which may occur
in a public offering.
Liquidity and Capital Resources
As of May 31, 2006, we had $35,500 in cash available, and
had current liabilities of $5,548 to a related party. As of June
30, 2006, we had $35,500 in cash available and had current
liabilities of $9,548 to a related party and $4,067 to unrelated
parties.
Quantitative Disclosures About Market Risk
None.
ITEM 3. DESCRIPTION OF PROPERTY
We do not own or rent any property. We utilize the office
space and equipment of our officer and directors at no cost.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
11
Security ownership of certain beneficial owners.
The following table sets forth, as of September 12, 2006, the
number of Ordinary Shares owned of record and beneficially by our
executive officers, directors and persons who hold 5% or more of
our outstanding Ordinary Shares.
Name and Address Amount and Nature Percentage
of Beneficial of Class
Ownership
- ------------------------------------------------------------------------
David Richardson* 50,500 3.9%
- ------------------------------------------------------------------------
- ------------------------------------------------------------------------
Joseph Rozelle* 0 0.0%
- ------------------------------------------------------------------------
- ------------------------------------------------------------------------
Nautilus Global Partners, LLC
700 Gemini, Suite 100
Houston, TX 77058 1,000,000 78.0%
- ------------------------------------------------------------------------
- ------------------------------------------------------------------------
Mid-Ocean Consulting Limited
Bayside House
Bayside Executive Park
West Bay Street & Blake Road
Nassau, Bahamas 50,000 3.9%
- ------------------------------------------------------------------------
- ------------------------------------------------------------------------
All Officers and Directors
as a group (2 individuals) 50,500 3.9%
- ------------------------------------------------------------------------
- ------------------------------------------------------------------------
* The address of Messrs. Richardson and Rozelle is c/o Nautilus Global
Business Partners, 700 Gemini, Suite 100, Houston, Texas 77058.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Our officers and directors and additional information
concerning them are as follows:
Name Age Position
- ----------------------------------------------------------------
David Richardson 49 Director
- ----------------------------------------------------------------
Joseph Rozelle 33 President, Director
- ----------------------------------------------------------------
David Richardson. David Richardson has been one of our
directors since March 2006. Mr. Richardson is an Executive
Director of Lighthouse Capital Insurance Company (Fortis'
insurance affiliate in the Cayman Islands), and the President and
CEO of Mid-Ocean Consulting Group Ltd., which guides both
institutions and individuals on sophisticated international
structuring and tax related strategies. From 2003 through 2005,
Mr. Richardson served as the President of Oceanic Bank and Trust
Limited's Insurance Specialty Unit. Prior thereto, in 1996, he
became the Head of Private Banking for MeesPierson, a Dutch
merchant/private bank in the Cayman Islands. Following that, he
became the Managing Director for MeesPierson (Bahamas) Ltd. and
Chairman of Lighthouse Capital Insurance Company. David
Richardson began his professional career in the investment
business over 20 years ago, working for one of Canada's
preeminent investment houses; Walwyn, Stodgell, Cochrane and
Murray (now Merrill Lynch Canada). In 1987 he joined the Bank of
Bermuda in Bermuda as Portfolio Manager, where he personally
oversaw the management of in excess of $350 million for the
Bank's top tier clientele. From there he moved to the Bank of
Bermuda's wholly owned trust subsidiary, Bermuda Trust Company
serving as Assistant Manager and Director of Americas' marketing
activities. Mr. Davidson is a graduate of the University of
Toronto (Hon.BSc) with a post graduate degree from Northwestern
University (NTS Graduate), as well as possessing a number of
professional affiliations including a Member of STEP, the ITPA
and the Bahamas International Insurance Association.
12
Joseph Rozelle. Joseph Rozelle has been one of our
directors since March 2006 and has served as our president since
May 2006. Mr. Rozelle is currently the President of Nautilus
Global Partners, a Limited Liability Company dedicated to
facilitation of "going public" transactions for foreign and
domestic operating companies on the public United States
Exchanges. Prior to joining Nautilus in 2006, Mr. Rozelle was a
consultant with Accretive Solutions, providing Sarbanes-Oxley
Compliance consulting and other accounting related consulting
services. Prior thereto, Mr. Rozelle worked with Momentum Equity
Group, LLC and Momentum Bio Ventures as a Principal Analyst
beginning in the spring of 2002 and winter of 2003, respectively.
At Momentum, Mr. Rozelle was responsible for financial modeling,
due diligence, and preparation of investment summaries for client
companies. Prior to joining Momentum, Mr. Rozelle was an
associate with Barclays Capital in the Capital Markets Group,
specializing in asset securitization. Prior thereto, he was the
Assistant Vice President of Planning and Financial Analysis for a
regional commercial bank and was responsible for all of the
corporate financial modeling, risk analysis, mergers and
acquisition evaluation, and corporate budgeting. Before his
tenure in commercial banking, Mr. Rozelle served as a senior
auditor with Arthur Andersen, where he was involved in a variety
of filings with the SEC involving corporate mergers, spin-offs,
public debt offerings, and annual reports. Mr. Rozelle holds a
Bachelors of Business Administration degree from the University
of Houston and a Masters of Business Administration degree from
the Jesse H. Jones School of Management at Rice University. In
addition, he is a Certified Public Accountant in the State of
Texas. Mr. Rozelle is also the sole director and sole executive
officer of VPGI, Inc, a public corporation.
Each of our directors is elected by holders of a majority of
the ordinary shares to serve for a term of one year and until his
successor is elected and qualified, which is generally at the
annual meeting of shareholders. Officers serve at the will of the
board, subject to possible future employment agreements which
would establish term, salary, benefits and other conditions of
employment. No employment agreements are currently contemplated.
Significant Employees
None
Family Relationships
None
Involvement in Certain Legal Proceedings.
There have been no events under any bankruptcy act, no
criminal proceedings and no judgments, injunctions, orders or
decrees material to the evaluation of the ability and integrity
of any director, executive officer, promoter or control person of
our Company during the past five years.
Board Committees
Our Board of Directors has no separate committees and our
Board of Directors acts as the Audit Committee. We do not have a
qualified financial expert serving on our Board of Directors.
Involvement of Officers and Directors in Blank Check Companies
Other than as set forth below, none of our officers or
directors has been or currently is a principal of, or affiliated
with, a blank check company.
Messrs. Richardson and Rozelle are currently serving on the
boards of directors for the following entities, each incorporated
under the laws of the Cayman Islands:
* Ruby Growth Corporation;
13
* Emerald Acquisition Corporation;
* Dragon Acquisition Corporation; and
* Matador Acquisition Corporation
Each of the forgoing entities was formed in March 2006, for
the purpose of engaging in an acquisition or business combination
of an operating business.
ITEM 6. EXECUTIVE COMPENSATION
None of our officers or directors has received any cash
remuneration since inception. Officers will not receive any
remuneration until the consummation of an acquisition. No
remuneration of any nature has been paid for or on account of
services rendered by a director in such capacity. None of the
officers and directors intends to devote more than a few hours a
week to our affairs.
It is possible that, after we successfully consummates a
business combination with an unaffiliated entity, that entity may
desire to employ or retain one or a number of members of our
management for the purposes of providing services to the
surviving entity.
We have not adopted retirement, pension, profit sharing,
stock option or insurance programs or other similar programs for
the benefit of our employees.
There are no understandings or agreements regarding
compensation our management will receive after a business
combination that is required to be included in this table, or
otherwise.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On April 10, 2006, we issued 1,000,000 and 50,000 ordinary
shares to Nautilus Global Partners and Mid-Ocean Consulting
Limited (collectively, the "Founders") at a price of $0.001 per
share. Mr. Rozelle, one of our directors is the President of
Nautilus Global Partners, LLC.
All ongoing and future transactions between us and any of
our officers and directors or their respective affiliates,
including loans by our officers and directors, will be on terms
believed by us to be no less favorable than are available from
unaffiliated third parties and such transactions or loans,
including any forgiveness of loans, will require prior approval
in each instance by a majority of our uninterested "independent"
directors (to the extent we have any) or the members of our board
who do not have an interest in the transaction, in either case
who had access, at our expense, to our attorneys or independent
legal counsel.
ITEM 8. LEGAL PROCEEDINGS
We are not party to any legal proceedings.
ITEM 9. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON
EQUITY AND RELATED STOCKHOLDER MATTERS.
Our ordinary shares have not been listed for trading on the
OTC Bulletin Board or on any stock exchange and we do not
anticipate applying for listing on any exchange until after such
time that we have completed a business acquisition.
As of May 31, 2006, there were approximately 357 record
holders of 1,227,500 Ordinary Shares.
We have not paid any cash dividends to date and we do not
anticipate or contemplate paying dividends in the foreseeable
future. It is the present intention of management to utilize
available funds for development of our business.
14
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES.
On April 10, 2006, we issued 1,000,000 ordinary shares to
Nautilus Venture Partners and 50,000 shares to Mid-Ocean
Consulting Limited, for aggregate consideration of $1,050 at a
purchase price of $.001 per share. Such shares were issued in
connection with our organization pursuant to the exemption from
registration contained in Section 4(2) of the Securities Act as
they were sold to sophisticated, accredited, wealthy individuals
and entities. No underwriting discounts or commissions were paid
with respect to such sales.
On May 31, 2006, we sold 177,500 ordinary shares to 355
offshore private investors in lots of 500 shares each at $0.20
per share, for aggregate consideration of $35,500. No
underwriting discounts or commissions were paid with respect to
such sales.
As of May 31, 2006, we had 54,000 ordinary shares subscribed
to an additional 108 offshore private investors in lots of 500
shares each at $0.20 per share for aggregate consideration of
$10,800. The ordinary shares were sold pursuant to Regulation S
under the Securities Act. No underwriting discounts or
commissions were paid with respect to such sales. As of the June
21, 2006, funds from 81 of the offshore private investors
totaling $8,100 for 40,500 of the shares subscribed had been
received. All of the 54,000 shares subscribed at May 31, 2006
have been issued as of September 12, 2006.
ITEM 11. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
General
We are a Cayman Islands company and our affairs are governed
by our memorandum and articles of association and the Companies
Law (2004 Revision) of the Cayman Islands, or the Companies Law.
The following are summaries of material provisions of our
memorandum and articles of association and the Companies Law
insofar as they relate to the material terms of our ordinary
shares. We have filed copies of our complete memorandum and
articles of association and the form of our new amended and
restated articles of association as exhibits to this registration
statement. The following summary description relating to our
share capital does not purport to be complete and is qualified in
its entirety by our memorandum and articles of association
attached as an exhibit hereto.
As of April 10, 2006 our authorized share capital consists of
50,000,000 ordinary shares, par value $0.001 per share and
1,000,000 preference shares, par value $0.001 per share. As of
September 12, 2006, there are 1,281,500 ordinary shares
outstanding and no preference shares outstanding.
Ordinary Shares
Voting
Holders of ordinary shares are entitled to one vote for each
ordinary share on all matters to be voted on by the shareholders.
Holders of ordinary shares do not have cumulative voting rights.
Holders of ordinary shares are entitled to share ratably in
dividends, if any, as may be declared from time to time by the
Board of Directors in its discretion from funds legally available
therefor. In the event of a liquidation, dissolution or winding
up of Tiger, the holders of ordinary shares are entitled to
share pro rata all assets remaining after payment in full of all
liabilities.
Holders of ordinary shares have no preemptive rights to
purchase ordinary shares. There are no conversion or redemption
rights or sinking fund provisions with respect to the ordinary
shares.
15
Dividends
The holders of our ordinary shares are entitled to such
dividends as may be declared by our board of directors. We have
not paid any dividends on our ordinary shares to date and do not
intend to pay dividends prior to the completion of a business
combination. The payment of dividends in the future will be
contingent upon our revenues and earnings, if any, capital
requirements and general financial condition subsequent to
completion of a business combination. The payment of any
dividends subsequent to a business combination will be within the
discretion of our then board of directors. It is the present
intention of our board of directors to retain all earnings, if
any, for use in our business operations and, accordingly, our
board does not anticipate declaring any dividends in the
foreseeable future.
Preferred Shares
We are authorized to issue 1,000,000 blank check preferred
shares $0.001 par value per share with designations, rights and
preferences determined from time to time by our Board of
Directors.
TAXATION
The following summary of the material Cayman Islands and
United States federal income tax consequences of an investment in
our ordinary shares is based upon laws and relevant
interpretations thereof in effect as of the date hereof, all of
which are subject to change. This summary does not deal with all
possible tax consequences relating to an investment in our
ordinary shares, such as the tax consequences under state, local
and other tax laws.
Certain Cayman Islands Taxation Considerations
The Cayman Islands currently levies no taxes on individuals
or corporations based upon profits, income, gains or appreciation
and there is no taxation in the nature of inheritance tax or
estate duty. There are no other taxes likely to be material to us
levied by the Government of the Cayman Islands except for stamp
duties which may be applicable on instruments executed in, or
after execution brought within the jurisdiction of the Cayman
Islands. The Cayman Islands is not party to any double tax
treaties. There are no exchange control regulations or currency
restrictions in the Cayman Islands.
Pursuant to Section 6 of the Tax Concessions Law (1999
Revision) of the Cayman Islands, we have obtained an undertaking
from the Governor-in-Council:
* that no law which is enacted in the Cayman Islands imposing
any tax to be levied on profits or income or gains or
appreciation shall apply to us or our operations; and
* that the aforesaid tax or any tax in the nature of estate
duty or inheritance tax shall not be payable on the shares,
debentures or other of our obligations.
The undertaking for us is for a period of 20 years from inception.
Certain Material United States Federal Income Tax Considerations
The following is a discussion of the material U.S. federal
income tax considerations applicable to the purchase, ownership
and disposition of ordinary shares by U.S. Holders (as defined
below) and Non-U.S. Holders (as defined below). This discussion
deals only with our ordinary shares held as capital assets by
holders. This discussion does not cover all aspects of U.S.
federal income taxation that may be relevant to the purchase,
ownership or disposition of our ordinary shares by investors in
light of their particular circumstances. In particular, this
discussion does not address all of the tax considerations that
may be relevant to certain types of investors subject to special
treatment under U.S. federal income tax laws, such as the
following:
16
1. brokers or dealers in securities or currencies;
2. financial institutions;
3. pension plans;
4. regulated investment companies;
5. real estate investment trusts;
6. cooperatives;
7. tax-exempt entities;
8. insurance companies;
9. persons holding common shares as part of a hedging,
integrated, conversion or constructive sale transaction
or a straddle;
10. traders in securities that elect to use a mark-to-market
method of accounting for their securities holdings;
11. persons liable for alternative minimum tax;
12. U.S. expatriates;
13. partnerships or entities or arrangements treated as
partnerships or other pass through entities for U.S.
federal tax purposes (or investors therein); or
14. U.S. Holders (as defined below) whose "functional
currency" is not the U.S. dollar.
Furthermore, this discussion is based upon the provisions of
the Internal Revenue Code of 1986, as amended (the "Code"), the
Treasury regulations promulgated thereunder and administrative
and judicial interpretations thereof, all as of the date hereof.
Such authorities may be repealed, revoked, modified or subject to
differing interpretations, possibly on a retroactive basis, so as
to result in U.S. federal income tax consequences different from
those discussed below. This discussion does not address any
state, local or non-U.S. tax considerations.
For purposes of this discussion, you will be considered a
"U.S. Holder" if you beneficially own our ordinary shares and you
are for U.S. federal income tax purposes one of the following:
* a citizen or an individual resident of the United States;
* a corporation (or other entity taxable as a corporation)
created or organized in or under the laws of the United
States, any state thereof or the District of Columbia;
* an estate the income of which is subject to U.S. federal
income taxation regardless of its source; or
* a trust if you (i) are subject to the primary supervision
of a court within the United States and one or more U.S.
persons have the authority to control all of your
substantial decisions or (ii) have a valid election in
effect under applicable U.S. Treasury regulations to be
treated as a U.S. person.
You will be considered a "Non-U.S. Holder" if you
beneficially own our ordinary shares and your are not a U.S.
Holder or a partnership or an entity or arrangement treated as a
partnership for U.S. federal income tax purposes. If you are a
partnership or other entity or arrangement treated as a
partnership for U.S. federal income tax purposes, the U.S.
federal income tax treatment of your partners generally will
depend upon the status of such partners and your activities.
We urge you to consult your own tax advisors concerning the
particular U.S. federal income tax consequences to you of the
purchase, ownership and disposition of our ordinary shares, as
well as any consequences to you arising under state, local and
non-U.S. tax laws.
Consequences to U.S. Holders
The following discussion applies to you only if you are a
U.S. Holder.
17
Dividends
Subject to the passive foreign investment company rules and
the controlled foreign corporation rules discussed below,
distributions of cash or property that we pay in respect of our
common shares will constitute dividends for U.S. federal income
tax purposes to the extent paid out of our current or accumulated
earnings and profits (as determined for U.S. federal income tax
purposes) and will be includible in your gross income upon
receipt and taxed at ordinary rates applicable to ordinary
income. Distributions to you in excess of our earnings and
profits will be treated first as a return of capital (with a
corresponding reduction in your tax basis in the common shares)
to the extent of your tax basis in the common shares on which the
distribution was made, and then as capital gain from the sale or
exchange of such common shares. We expect that our distributions
will not be eligible for the dividends-received deduction for
corporate U.S. Holders or constitute "qualified dividend income"
(which is taxable at the rates generally applicable to long-term
capital gains) for U.S. Holders taxed as individuals.
Subject to applicable limitations, dividends that are
"qualified dividend income" paid to a U.S. Holder who is an
individual, trust or estate, or a "U.S. Individual Holder," in
taxable years beginning before January 1, 2009, will be taxable
at a maximum rate of 15%. In order to be treated as "qualified
dividend income" and taxable to such U.S. Individual Holders at
preferential tax rates the following conditions must be
satisfied: (1) the ordinary shares must be readily tradable on an
established securities market in the United States (such as the
Nasdaq National Market); (2) we are not a passive foreign
investment company for the taxable year during which the dividend
is paid or the immediately preceding taxable year (which we do
not believe we are or will be); (3) the U.S. Individual Holder
has owned the ordinary shares for the required holding period set
forth under the Code; and (4) the U.S. Individual Holder is not
under an obligation to make related payments with respect to
positions in substantially similar or related property. There is
no assurance that any dividends paid on our ordinary shares will
be eligible for these preferential rates in the hands of a U.S.
Individual Holder. Any dividends we pay which are not eligible
for these preferential rates will be taxed to a U.S. Individual
Holder at regular rates applicable to ordinary income.
Legislation has been recently introduced in the United States
Senate which, if enacted in its present form, would preclude our
dividends from qualifying for such preferential rates
prospectively from the date of enactment.
Sale, Exchange or Other Taxable Disposition of Common Shares
Subject to the passive foreign investment company rules and
the controlled foreign corporation rules discussed below, upon
the sale, exchange or other taxable disposition of ordinary
shares, you will recognize capital gain or loss equal to the
difference between the amount realized on such sale, exchange or
taxable disposition and your tax basis in the common shares sold.
Such gain or loss generally will be long-term capital gain or
loss if your holding period with respect to such common shares is
more than one year at the time of its disposition. The
deductibility of capital losses is subject to limitations.
Passive Foreign Investment Company Rules
Special United States tax rules apply to a company that is
considered a passive foreign investment company, or PFIC. Under
these rules, we will be classified as a PFIC for United States
federal income tax purposes in any taxable year in which either:
* at least 75% of our gross income for the taxable year
is passive income; or
* at least 50% of the gross value, determined on the
basis of a quarterly average, of our assets is
attributable to assets that produce or are held for the
production of passive income.
Passive income generally includes dividends, interest, royalties,
rents (not including certain rents and royalties derived in the
active conduct of a trade or business), annuities and gains from
assets that produce passive income. If a foreign corporation owns
directly or indirectly at least 25% by value of the stock of
another corporation, the foreign corporation is treated for
purposes of the PFIC tests as owning its proportionate share of
the assets of the other corporation, and as receiving directly
its proportionate share of the other corporation's income.
18
We do not expect to be a PFIC for our 2006 tax year or in the
foreseeable future. We expect to conduct our affairs in a manner
so that we will not qualify as a PFIC in the foreseeable future.
Our determination of whether we are a PFIC is, however, not
binding on the U.S. Internal Revenue Service (the "IRS"). We
cannot assure you that we will not be a PFIC in any future year.
If we are treated as a PFIC, and you are a U.S. Holder that
does not make a mark-to-market election, as described below, you
will be subject to special rules with respect to:
* any gain you realize on the sale or other disposition of
your ordinary shares; and
* any excess distribution that we make to you (generally, any
distributions to you during a single taxable year that
are greater than 125% of the average annual distributions
received by you in respect of the ordinary shares during
the three preceding taxable years or, if shorter, your
holding period for the ordinary shares or ordinary shares).
Under these rules:
* the gain or excess distribution will be allocated ratably
over your holding period for the ordinary shares;
* the amount allocated to the taxable year in which you
realized the gain or excess distribution will be taxed
as ordinary income;
* the amount allocated to each prior year, with certain
exceptions, will be taxed at the highest tax rate in effect
for that year; and
* the interest charge generally applicable to underpayments
of tax will be imposed in respect of the tax attributable
to each such year.
Special rules apply for calculating the amount of the foreign
tax credit with respect to excess distributions by a PFIC.
If you own ordinary shares in a PFIC that are treated as
marketable stock, you may make a mark-to-market election. If you
make this election, you will not be subject to the PFIC rules
described above. Instead, in general, you will include as
ordinary income each year the excess, if any, of the fair market
value of your ordinary shares at the end of the taxable year over
your adjusted basis in your ordinary shares. These amounts of
ordinary income will not be eligible for the favorable tax rates
applicable to qualified dividend income or long-term capital
gains. You will also be allowed to take an ordinary loss in
respect of the excess, if any, of the adjusted basis of your
ordinary shares over their fair market value at the end of the
taxable year (but only to the extent of the net amount of
previously included income as a result of the mark-to-market
election). Your basis in the ordinary shares will be adjusted to
reflect any such income or loss amounts. Your gain, if any,
recognized upon the sale of your ordinary shares will be taxed as
ordinary income.
In addition, notwithstanding any election you make with
regard to the ordinary shares, dividends that you receive from us
will not constitute qualified dividend income to you if we are a
PFIC either in the taxable year of the distribution or the
preceding taxable year. Dividends that you receive that do not
constitute qualified dividend income are not eligible for
taxation at the 15% maximum rate applicable to qualified dividend
income. Instead, you must include the gross amount of any such
dividend paid by us out of our accumulated earnings and profits
(as determined for United States federal income tax purposes) in
your gross income, and it will be subject to tax at rates
applicable to ordinary income.
If you own ordinary shares during any year that we are a
PFIC, you must file IRS Form 8621.
You should consult your own tax advisor regarding the
application of the PFIC rules to our ordinary shares in your
particular circumstances, including the availability of making an
19
election to avoid adverse United States federal income tax
consequences under the PFIC rules in the event we are determined
to be a PFIC in a future year.
Controlled Foreign Corporation Status and Related Tax
Consequences
We believe that we are not currently, and will not be
considered in the future, a "controlled corporation" Or CFC, for
U.S. federal income tax purposes. However, since our status as a
CFC depends upon the ownership of our ordinary shares, there can
be no assurance that we will not be deemed a CFC in the future.
We will be considered a CFC for any year in which U.S. Holders
that each own (directly, indirectly or by attribution) at least
10% of our voting shares (each a "10% U.S. Holder") together own
more than 50% of the total combined voting power of all classes
of our voting shares or more than 50% of the total value of our
shares. If we were classified as a CFC, such classification
would have many complex results, one of which is that if you are
a 10% U.S. Holder on the last day of our taxable year, you will
be required to recognize as ordinary income your pro rata share
of certain of our income (including both ordinary earnings and
capital gains) for the taxable year, whether or not you receive
any distributions on your ordinary shares during that taxable
year. In addition, special foreign tax credit rules would apply.
Your adjusted tax basis in your ordinary shares would be
increased to reflect any taxed but undistributed earnings and
profits. Any distribution of earnings and profits that previously
had been taxed would result in a corresponding reduction in your
adjusted tax basis in your ordinary shares and would not be taxed
again when you receive such distribution. Subject to a special
limitation in the case of individual 10% U.S. Holders that have
held their ordinary shares for more than one year, if you are a
10% U.S. Holder, any gain from disposition of your ordinary
shares will be treated as dividend income to the extent of
accumulated earnings attributable to such ordinary shares during
the time you held such ordinary shares.
If in any given year we are deemed to be both a PFIC and a
CFC, if you are a 10% U.S. Holder, would be subject to the CFC
rules and not the PFIC rules with respect to your ownership of
ordinary shares.
You should consult your own tax advisor regarding the
application of the CFC rules to our ordinary shares in your
particular circumstances, in the event that we are determined to
be a CFC in a future year.
Tax Effects if we Acquire a U.S. Corporation
The American Jobs Creation Act of 2004 added Section 7874 to
the Code which applies to domestic business entities which
expatriate from the United States to a foreign jurisdiction,
which is referred to as an "inversion". Although we currently do
not intend to acquire a U.S. Corporation, if we did affect such
an acquisition, we could become subject to certain adverse U.S.
federal income tax consequences under the new provisions of
Section 7874 of the Code. These new provisions generally apply to
the direct or indirect acquisition of substantially all of the
properties of a domestic enterprise by a foreign corporation if
there is at least 60% or 80% of continuing share ownership in the
successor foreign entity by the former stockholders of the U.S.
corporation and substantial business activities are not conducted
in the jurisdiction in which such successor is created or
organized.
In cases where the ownership continuity by the former U.S.
corporation shareholders is between 60% and 80%, Section 7874 of
the Code operates to increase the tax cost of the inversion
transaction by denying the U.S. corporation the use of its tax
attributes (such as net operating losses) and by imposing a tax
on certain income received from related entities during the 10
year period following the inversion transaction. In cases where
the ownership continuity by the former U.S. corporation
shareholders in the new foreign parent is 80% or more, the new
rules deny the traditional benefits of an inversion transaction
because they provide that the new foreign parent will, for all
tax purposes, be treated as a U.S. corporation.
Information Reporting and Backup Withholding
In general, information will be reported to the IRS each
year regarding the amount of any dividends on our ordinary shares
and the proceeds of any sale of our ordinary shares paid to you
20
during such year unless you are an exempt recipient (such as a
corporation). A backup withholding tax will apply to such
payments if you fail to provide your taxpayer identification
number or to make required certifications or you have been
notified by the IRS that you are subject to backup withholding.
Backup withholding is not an additional tax and any amounts
withheld under the backup withholding rules will be allowed as a
refund or a credit against your U.S. federal income tax liability
provided that you timely furnish the required information to the
IRS.
If you are a U.S. Holder that owns more than 10% of the
aggregate value of our ordinary shares (or you are one of our
officers or directors and you are a United States citizen or
resident) you may be required to file an information return on
IRS Form 5471. A U.S. Holder that purchases ordinary shares with
cash generally will be required to file Form 926 with the IRS if
(i) immediately after the transfers such investor holds, directly
or indirectly, at least 10% of our voting shares, or (ii) the
amount of cash transferred in exchange for ordinary shares during
the 12-month period ending on the date of the transfer exceeds
$100,000. In the event a U.S. Holder fails to file any such
required form, such holder could be required to pay a substantial
penalty. In addition, depending on your particular circumstances,
you may be required to file certain other IRS information returns
with respect to an investment in ordinary shares.
Consequences to Non-U.S. Holders
The following discussion applies you only if you are a Non-
U.S. Holder. Special rules may apply to you if you are a CFC or a
PFIC or are otherwise subject to special treatment under the
Code. In such case, you should consult your own tax advisor to
determine the U.S. federal, state, local and non-U.S. tax
consequences that may be relevant to you with respect to an
investment in ordinary shares.
Dividends
You generally will not be subject to U.S. federal income tax
or withholding tax on dividends received from us with respect to
the ordinary shares, unless that income is effectively connected
with your conduct of a trade or business in the United States. If
you are entitled to the benefits of a U.S. income tax treaty with
respect to those dividends, that income is generally taxable only
if it is attributable to a permanent establishment maintained by
you in the United States.
Sale, Exchange or Other Taxable Disposition of Common Shares
You generally will not be subject to U.S. federal income tax
or withholding tax with respect to any gain recognized on a sale,
exchange or other taxable disposition of shares of our ordinary
shares unless:
* the gain is effectively connected with your conduct of a
trade or business in the United States, or, if certain tax
treaties apply, is attributable to a permanent establishment
you maintain in the United States; or
* if you are an individual and you are present in the United
States for 183 or more days in the taxable year of the sale,
exchange or other taxable disposition, and you meet certain
other requirements
If you are an individual and are described in the first
bullet above, you will be subject to tax on any gain derived from
the sale, exchange or other taxable disposition of common shares
under regular graduated U.S. federal income tax rates. If you are
an individual and are described in the second bullet above, you
will be subject to a flat 30% tax on any gain derived from the
sale, exchange or other taxable disposition of common shares that
may be offset by U.S. source capital losses (even though you are
not considered a resident of the United States). If you are a
corporation and are described in the first bullet above, you will
be subject to tax on your gain under regular graduated U.S.
federal income tax rates and, in addition, may be subject to the
branch profits tax on your effectively connected earnings and
profits for the taxable year, which would include such gain, at a
rate of 30%, or at such lower rate as may be specified by an
applicable income tax treaty.
21
Information Reporting and Backup Withholding
You may be required to establish your exemption from
information reporting and backup withholding by certifying your
status on IRS Form W-8BEN, W-8ECI or W-8IMY, as applicable.
If you are a Non-U.S. Holder and you sell your common shares
to or through a U.S. office of a broker, the payment of the
proceeds is subject to both U.S. backup withholding and
information reporting unless you certify that you are a non-U.S.
person, under penalties of perjury, or you otherwise establish an
exemption. If you sell your common shares through a non-U.S.
office of a non-U.S. broker and the sales proceeds are paid to
you outside the United States, then information reporting and
backup withholding generally will not apply to that payment.
However, U.S. information reporting requirements, but not backup
withholding, will apply to a payment of sales proceeds, even if
that payment is made to you outside the United States, if you
sell your common shares through a non-U.S. office of a broker
that is a U.S. person or that has some other contacts with the
United States. Such information reporting requirements will not
apply, however, if the broker has documentary evidence in its
records that you are a non-U.S. person and certain other
conditions are met, or you otherwise establish an exemption.
The IRS may make information reported to you and the IRS
available under the provisions of an applicable income tax treaty
to the tax authorities in the country in which you reside. Any
amounts withheld under the backup withholding rules will be
allowed as a refund or a credit against your U.S. federal income
tax liability, if any, provided the required information is
timely furnished by you to the IRS. You should consult your own
tax advisors regarding the filing of a U.S. tax return for
claiming a refund of any such backup withholding.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Cayman Islands law does not limit the extent to which a
company's articles of association may provide for indemnification
of officers and directors, except to the extent any such
provision may beheld by the Cayman Islands courts to be contrary
to public policy, such as to provide indemnification against
civil fraud or the consequences of committing a crime. Our
articles of association provide for indemnification of our
officers and directors for any liability incurred in their
capacities as such, except through their own willful negligence
or default.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons
controlling us pursuant to the foregoing provisions, we have been
informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act and is theretofore unenforceable.
ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The financial statements required to be included in this
registration statement appear at the end of the registration
statement beginning on page F-1.
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
There are not and have not been any disagreements between us
and our accountants on any matter of accounting principles,
practices or financial statement disclosure.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements:
22
The list of audited financial statements as of May 31, 2006 filed
as part of this registration statement is provided on page F-1.
A list of financial statements as of June 30, 2006 filed as part
of this registration statement is provided on page F-10.
(b) Exhibits:
Exhibit
Number Description
3.1 Amended and Restated Memorandum of Association (1)
3.2 Memorandum of Association (1)
3.3 Articles of Association (1)
(1) Previously Filed
23
Tiger Growth Corporation
(A Development Stage Company)
Index to Financial Statements
PAGE
----
Report of Independent Registered Public Accounting Firm............ F-2
Balance Sheet as of May 31, 2006................................... F-3
Statement of Operations for the period March 10, 2006 (date of
inception) through May 31, 2006.................................. F-4
Statement of Shareholders' Equity for the period March 10, 2006
(date of inception) through May 31, 2006......................... F-5
Statement of Cash Flows for the period March 10, 2006 (date of
inception) through May 31, 2006.................................. F-6
Notes to Financial Statements...................................... F-7
F-1
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders
Tiger Growth Corporation:
We have audited the accompanying balance sheet of Tiger
Growth Corporation (the Company) (a development stage
company) as of May 31, 2006, and the related statements of
operations, shareholders' equity, and cash flows for the period
from inception (March 10, 2006) through May 31, 2006. These
financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable
basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Tiger Acquisition Corporation as of May 31, 2006, and the
results of its operations and its cash flows for the period from
inception (March 10, 2006) through May 31, 2006, in conformity
with generally accepted accounting principles in the United
States of America.
The accumulated deficit during the development stage for the
period from date of inception through May 31, 2006 is $6,598.
Helin, Donovan, Trubee & Wilkinson, LLP
/s/Helin, Donovan, Trubee & Wilkinson, LLP
- ------------------------------------------
June 21, 2006
Houston, Texas
F-2
Tiger Growth Corporation
(A Development Stage Company)
Balance Sheet
As of May 31, 2006
ASSETS
Current assets
Cash $ 35,500
Accounts receivable 8,100
--------
Total assets $ 43,600
========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Payable to affiliate $ 5,548
--------
Total current liabilities 5,548
--------
Commitments and contingencies <Note 7> -
========
Shareholders' equity
Preferred stock, $0.001 par value, 1,000,000
shares authorized, none issued and outstanding -
Common stock, $0.001 par value, 50,000,000 shares
authorized, 1,227,500 shares issued and outstanding 1,228
Additional paid in capital 35,322
Common stock subscribed 10,800
Subscriptions receivable (2,700)
Deficit accumulated during the development stage (6,598)
--------
Total shareholders' equity 38,052
--------
$ 43,600
========
The accompanying notes are an integral part of these financial statements.
F-3
Tiger Growth Corporation
(A Development Stage Company)
Statement of Operations
For the period from March 10, 2006
(Date of Inception) through May 31, 2006
Revenues $ -
---------
Expenses
Formation and other costs 6,598
---------
Total expenses 6,598
---------
Loss before income taxes (6,598)
Income tax expense (benefit) -
---------
NET LOSS $ (6,598)
========
Basic and diluted loss per share $ (.01)
========
Weighted average common shares used in
computing loss per share 659,970
========
The accompanying notes are an integral part of these financial statements.
F-4
Tiger Growth Corporation
(A Development Stage Company)
Statement of Shareholders' Equity
For the period from March 10, 2006
(Date of Inception) to May 31, 2006
Deficit
Accumulated
Common Additional during the
Preferred Stock Common Stock Stock Subscriptions Paid In Development
Shares Amount Shares Amount Subscribed Receivable Capital Stage Totals
------ ------ ----------- --------- ---------- ------------- ---------- --------------------
Founder shares issued at
April 10, 2006 - $ - 1,050,000 $ 1,050 $ - $ - $ - $ - $ 1,050
Shares issued during 2006
at $0.20 per share - - 177,500 178 - - 35,322 - 35,500
Shares subscribed - - - - 10,800 - - - 10,800
Subscription receivable - - - - - (2,700) - - (2,700)
Net loss - - - - - - - (6,598) (6,598)
------ ------ ---------- --------- ---------- ---------- ---------- ---------- --------
Balance as of May 31, 2006 - $ - 1,227,500 $ 1,228 $ 10,800 $ (2,700) $ 35,322 $ (6,598)$ 38,052
====== ====== ========== ========= ========== ========== ========== ===================
The accompanying notes are an integral part of these financial statements.
F-5
Tiger Growth Corporation
(A Development Stage Company)
Statement of Cash Flows
For the period from March 10, 2006
(Date of Inception) through May 31, 2006
Cash flows from operating activities
Net loss $ (6,598)
Adjustments to reconcile net loss
to net cash provided by operating activities:
Stock issued to founder for payment of formation costs 1,050
Changes in:
Payable to affiliate 5,548
----------
Net cash provided by operating activities -
----------
Cash flows from investing activities -
----------
Net cash provided by investing activities -
----------
Cash flows from financing activities
Proceeds from the sale of common stock 35,500
----------
Net cash provided by financing activities 35,500
----------
Net increase in cash 35,500
Cash at beginning of the period -
----------
Cash at end of the period $ 35,500
==========
Supplemental disclosures of cash flow information:
Interest paid $ -
==========
Income taxes paid -
==========
Noncash Transaction -
Accounts Receivable arising from Common Stock Subscribed $ 8,100
==========
The accompanying notes are an integral part of these financial statements.
F-6
Tiger Growth Corporation
(A Development Stage Company)
Notes to Financial Statements
NOTE 1 - Organization, Business and Operations
On March 10, 2006, Tiger Growth Corporation (the "Company")
was formed in the Cayman Islands with the objective to acquire,
or merge with, a foreign operating business.
At May 31, 2006, the Company had not yet commenced operations.
All activity from March 10, 2006 ("Date of Inception") through
May 31, 2006 relates to the Company's formation. The Company
selected December 31 as its fiscal year-end.
The Company, based on its proposed business activities, is a
"blank check" company. The Securities and Exchange Commission
defines such a company as "a development stage company" as it
either has no specific business plan or purpose, or has indicated
that its business plan is to engage in a merger or acquisition
with an unidentified company or companies, or other entity or
person; and has issued `penny stock,' as defined in Rule 3a51-1
under the Securities Exchange Act of 1934. Many states have
enacted statutes, rules and regulations limiting the sale of
securities of "blank check" companies in their respective
jurisdictions. Management does not intend to undertake any
efforts to cause a market to develop in its securities, either
debt or equity, until the Company concludes a business
combination with an operating entity.
The Company was organized to acquire a target company or business
seeking the perceived advantages of being a publicly-held company
and, to a lesser extent, that desires to employ the Company's
funds in its business. The Company's principal business objective
for the next 12 months and beyond will be to achieve long-term
growth potential through a business combination rather than short-
term earnings. The Company will not restrict its potential
candidate target companies to any specific business, industry or
geographical location. The analysis of new business opportunities
will be undertaken by or under the supervision of the officers
and directors of the Company.
NOTE 2 - Summary of Significant Accounting Policies
Basis of Presentation
These financial statements are presented on the accrual basis of
accounting in accordance with generally accepted accounting
principles in the United State of America, whereby revenues are
recognized in the period earned and expenses when incurred. The
Company also follows Statement of Financial Accounting Standards
("SFAS") No. 7, "Accounting and Reporting for Development Stage
Enterprises" in preparing its financial statements.
Statement of Cash Flows
For purposes of the statement of cash flows, we consider all
highly liquid investments (i.e., investments which, when
purchased, have original maturities of three months or less) to
be cash equivalents.
F-7
NOTE 2 - Summary of Significant Accounting Policies (Continued)
Use of Estimates
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of
America requires 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 reported amounts of revenue and
expenses during the reporting period. Actual results could differ
from those estimates.
Loss Per Common Share
Basic loss per common share is based on the weighted effect of
common shares issued and outstanding, and is calculated by
dividing net loss by the weighted average shares outstanding
during the period. Diluted loss per common share is calculated
by dividing net loss by the weighted average number of common
shares used in the basic loss per share calculation plus the
number of common shares that would be issued assuming exercise or
conversion of all potentially dilutive common shares outstanding.
The Company does not present diluted earnings per share for years
in which it incurred net losses as the effect is antidilutive.
At May 31, 2006, there were no potentially dilutive common shares
outstanding.
Income Taxes
Tiger Acquisition Corporation was registered as an Exempted
Company in the Cayman Islands, and therefore, is not subject to
Cayman Island income taxes for 20 years from the Date of
Inception. While the Company has no intention of conducting any
business activities in the United States, the Company would be
subject to United States income taxes based on such activities
that would occur in the United States.
The Company accounts for income taxes in accordance with SFAS No.
109, "Accounting for Income Taxes." This statement prescribes the
use of the liability method whereby deferred tax asset and
liability account balances are determined based on differences
between financial reporting and tax bases of assets and
liabilities and are measured using the enacted tax rates and laws
that will be in effect when the differences are expected to
reverse. In assessing the realization of deferred tax assets,
management considers whether it is likely that some portion or
all of the deferred tax assets will be realized. The ultimate
realization of deferred tax assets is dependent upon the Company
attaining future taxable income during periods in which those
temporary differences become deductible.
Fair Value of Financial Instruments
Our financial instruments consist of accounts receivable and a
payable to an affiliate.
We believe the fair value of our accounts receivable and payable
reflects their carrying amounts.
Recently Issued Accounting Pronouncements
Management does not believe that any recently issued, but not yet
effective, accounting standards, if currently adopted, would have
a material effect on the accompanying financial statements.
F-8
NOTE 3 - Liquidity and Capital Resources
The Company has no revenues for the period from inception through
May 31, 2006, and does not intend to realize revenues until the
consummation of a merger with an operating entity. The Company's
principal business objective for the next 12 months and beyond
will be to achieve long-term growth potential through a business
combination rather than short-term earnings. There can be no
assurance that the Company will ever consummate the business
combination; achieve or sustain profitability or positive cash
flows from its operations, reduce expenses or sell common stock.
To date, the Company has funded its formation activities
primarily through issuances of its common stock and a payable to
affiliate.
NOTE 4 - Payable to Affiliate
The Company has a payable to affiliate of $5,548 to a Founder of
the Company. The payable is non-interest bearing and payable on
demand.
NOTE 5 - Common Stock
On April 10, 2006, the Company was capitalized with 1,050,000
shares of its restricted common stock issued at par value of $0.001
per share, for consideration of $1,050 to its founding shareholders.
This stock, along with a payable issued to the founder of $5,548,
were the basis of the funding of the Company's $6,598 in
formation costs. On May 31, 2006, the Company sold 177,500
shares of its restricted common stock for $35,500. The restricted
common stock was sold to 355 offshore private investors pursuant
to a Private Placement Offering in lots of 500 shares each at
$0.20 per share. The Company also has shares subscribed to an
additional 108 offshore private investors in lots of 500
restricted common shares each at $0.20 per share, resulting in an
additional 54,000 shares subscribed as of May 31, 2006. The
restricted common shares were sold pursuant to Regulation S under
the Securities Act. No underwriting discounts or commissions
were paid with respect to such sales. For the period from June
1, 2006 through the date of this report (June 21, 2006), funds
from 81 offshore private investors totaling $8,100 for 40,500
additional shares subscribed had been received. None of the
54,000 shares subscribed at May 31, 2006 have been issued as of
the date of this report.
NOTE 6 - Preferred Stock
The Company is authorized to issue 1,000,000 shares of preferred
stock, $0.001 par value, with such designations, voting and other
rights and preferences as may be determined from time to time by
the Board of Directors. At May 31, 2006, there was no preferred
stock issued or outstanding.
NOTE 7 - Commitments and Contingencies
The Company may become subject to various claims and litigation.
The Company vigorously defends its legal position when these
matters arise. The Company is not a party to, nor the subject
of, any material pending legal proceeding nor to the knowledge of
the Company, are any such legal proceedings threatened against
the Company.
F-9
Tiger Growth Corporation
(A Development Stage Company)
Index to Financial Statements
PAGE
--------
Balance Sheet as of June 30, 2006 (unaudited) F-11
Statement of Operations for the period March 10, 2006
(date of inception) through June 30, 2006 and three
months ended June 30, 2006 (unaudited) F-12
Statement of Shareholders' Equity for the period
March 10, 2006 (date of inception) through May 31, 2006
and June 30, 2006 (unaudited) F-13
Statement of Cash Flows for the period March 10, 2006
(date of inception) through June 30, 2006 and three
months ended June 30, 2006 (unaudited) F-14
Notes to Financial Statements (unaudited) F-15
F-10
Tiger Growth Corporation
(A Development Stage Company)
Balance Sheet
June 30, 2006
-------------
ASSETS (unaudited)
Current assets
Cash $ 35,500
Accounts receivable 8,100
---------
Total assets $ 43,600
=========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Payable to affiliate $ 8,548
Accounts Payable 2,067
Accrued Expenses 2,000
---------
Total current liabilities 12,615
---------
Commitments and contingencies <Note 7> =========
Shareholders' equity
Preferred stock, $0.001 par value, 1,000,000 shares
authorized, none issued and outstanding -
Common stock, $0.001 par value, 50,000,000 shares
authorized, 1,227,500 shares issued and outstanding 1,228
Additional paid in capital 35,322
Common stock subscribed 10,800
Subscriptions receivable (2,700)
Deficit accumulated during the development stage (13,665)
---------
Total shareholders' equity 30,985
---------
$ 43,600
=========
The accompanying notes are an integral part of these financial statements.
F-11
Tiger Growth Corporation
(A Development Stage Company)
Statements of Operations
Period from
March 10, 2006
(inception) Three Months Ended
Through June 30, 2006 June 30, 2006
--------------------- ------------------
(unaudited) (unaudited)
Revenues
$ - $ -
--------- ---------
Expenses
Formation and other costs 13,665 13,665
--------- ---------
Total expenses 13,665 13,665
--------- ---------
Loss before income taxes (13,665) (13,665)
Income tax expense (benefit) - -
--------- ---------
NET LOSS $ (13,665) $ (13,665)
========= =========
Basic and diluted loss per share $ (.02) $ (.01)
========= =========
Weighted average common shares used
in computing loss per share 810,642 1,006,621
========= =========
The accompanying notes are an integral part of these financial statements.
F-12
Tiger Growth Corporation
(A Development Stage Company)
Statements of Shareholders' Equity
For the period from March 10, 2006 (Date of Inception) to June 30, 2006
Deficit
Accumulated
Common Additional during the
Preferred Stock Common Stock Stock Subscriptions Paid In Development
Shares Amount Shares Amount Subscribed Receivable Capital Stage Totals
------ ------ ---------- ---------- ----------------------- --------- ----------- --------
Founder shares issued
at April 10, 2006 - $ - 1,050,000 $ 1,050 $ - $ - $ - $ - $ 1,050
Shares issued during 2006
at $0.20 per share - - 177,500 178 - - 35,322 - 35,500
Shares subscribed - - - - 10,800 - - - 10,800
Subscription receivable - - - - - (2,700) - - (2,700)
Net loss - - - - - - - (6,598) (6,598)
------ ------ ---------- ---------- ---------- ------- --------- ---------- --------
Balance as of
May 31, 2006 - $ - 1,227,500 $ 1,228 $ 10,800 $(2,700) $ 35,322 $ (6,598) $ 38,052
====== ====== ========== ========== ========== ======= ========= ========== ========
Net loss - - - - - - - (7,067) (7,067)
------ ------ ---------- ---------- ---------- ------- --------- ---------- --------
Balance as of
June 30, 2006
(unaudited) - $ - 1,227,500 $ 1,228 $ 10,800 $(2,700) $ 35,322 $ (13,665) $ 30,985
====== ====== ========== ========== ========== ======= ========= ========== ========
The accompanying notes are an integral part of these financial statements.
F-13
Tiger Growth Corporation
(A Development Stage Company)
Statement of Cash Flows
Period from
March 10, 2006
(inception) Three Months Ending
Through June 30, 2006 June 30, 2006
--------------------- -------------------
(unaudited) (unaudited)
Cash flows from operating activities
Net loss $ (13,665) $ (13,665)
Adjustments to reconcile net loss
to net cash provided by operating activities:
Stock issued to founder for payment of formation costs 1,050 1,050
Changes in:
Payable to affiliate 8,548 8,548
Accounts Payable 2,067 2,067
Accrued Expenses 2,000 2,000
----------- -----------
Net cash provided by operating activities - -
----------- -----------
Cash flows from investing activities - -
----------- -----------
Net cash provided by investing activities - -
----------- -----------
Cash flows from financing activities
Proceeds from the sale of common stock 35,500 35,500
----------- -----------
Net cash provided by financing activities 35,500 35,500
----------- -----------
Net increase in cash 35,500 35,500
Cash at beginning of the period - -
----------- -----------
Cash at end of the period $ 35,500 $ 35,500
=========== ===========
Supplemental disclosures of cash flow information:
Interest paid $ - $ -
=========== ===========
Income taxes paid - -
=========== ===========
Noncash Transaction -
Accounts Receivable arising from Common Stock
Subscribed $ 8,100 $ 8,100
=========== ===========
The accompanying notes are an integral part of these financial statements.
F-14
Tiger Growth Corporation
(A Development Stage Company)
Notes to Financial Statements
NOTE 1 - Organization, Business and Operations
On March 10, 2006, Tiger Growth Corporation (the "Company") was
formed in the Cayman Islands with the objective to acquire, or
merge with, a foreign operating business.
At June 30, 2006, the Company had not yet commenced operations.
All activity from March 10, 2006 ("Date of Inception") through
June 30, 2006 relates to the Company's formation. The Company
selected December 31 as its fiscal year-end.
The Company, based on its proposed business activities, is a
"blank check" company. The Securities and Exchange Commission
defines such a company as "a development stage company" as it
either has no specific business plan or purpose, or has indicated
that its business plan is to engage in a merger or acquisition
with an unidentified company or companies, or other entity or
person; and has issued `penny stock,' as defined in Rule 3a51-1
under the Securities Exchange Act of 1934. Many states have
enacted statutes, rules and regulations limiting the sale of
securities of "blank check" companies in their respective
jurisdictions. Management does not intend to undertake any
efforts to cause a market to develop in its securities, either
debt or equity, until the Company concludes a business
combination with an operating entity.
The Company was organized to acquire a target company or business
seeking the perceived advantages of being a publicly-held company
and, to a lesser extent, that desires to employ the Company's
funds in its business. The Company's principal business objective
for the next 12 months and beyond will be to achieve long-term
growth potential through a business combination rather than short-
term earnings. The Company will not restrict its potential
candidate target companies to any specific business, industry or
geographical location. The analysis of new business opportunities
will be undertaken by or under the supervision of the officers
and directors of the Company.
NOTE 2 - Summary of Significant Accounting Policies
Basis of Presentation
These financial statements are presented on the accrual basis of
accounting in accordance with generally accepted accounting
principles in the United State of America, whereby revenues are
recognized in the period earned and expenses when incurred. The
Company also follows Statement of Financial Accounting Standards
("SFAS") No. 7, "Accounting and Reporting for Development State
Enterprises" in preparing its financial statements.
Statement of Cash Flows
For purposes of the statement of cash flows, we consider all
highly liquid investments (i.e., investments which, when
purchased, have original maturities of three months or less) to
be cash equivalents.
F-15
NOTE 2 - Summary of Significant Accounting Policies (Continued)
Use of Estimates
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of
America requires 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 reported amounts of revenue and
expenses during the reporting period. Actual results could differ
from those estimates.
Loss Per Common Share
Basic loss per common share is based on the weighted effect of
common shares issued and outstanding, and is calculated by
dividing net loss by the weighted average shares outstanding
during the period. Diluted loss per common share is calculated
by dividing net loss by the weighted average number of common
shares used in the basic loss per share calculation plus the
number of common shares that would be issued assuming exercise or
conversion of all potentially dilutive common shares outstanding.
The Company does not present diluted earnings per share for years
in which it incurred net losses as the effect is antidilutive.
At June 30, 2006, there were no potentially dilutive common
shares outstanding.
Income Taxes
Tiger Growth Corporation was registered as an Exempted Company in
the Cayman Islands, and therefore, is not subject to Cayman
Island income taxes for 20 years from the Date of Inception.
While the Company has no intention of conducting any business
activities in the United States, the Company would be subject to
United States income taxes based on such activities that would
occur in the United States.
The Company accounts for income taxes in accordance with SFAS No.
109, "Accounting for Income Taxes." This statement prescribes the
use of the liability method whereby deferred tax asset and
liability account balances are determined based on differences
between financial reporting and tax bases of assets and
liabilities and are measured using the enacted tax rates and laws
that will be in effect when the differences are expected to
reverse. In assessing the realization of deferred tax assets,
management considers whether it is likely that some portion or
all of the deferred tax assets will be realized. The ultimate
realization of deferred tax assets is dependent upon the Company
attaining future taxable income during periods in which those
temporary differences become deductible.
Fair Value of Financial Instruments
Our financial instruments consist of accounts receivable and a
payable to an affiliate. We believe the fair value of our
accounts receivable and payable reflects their carrying amounts.
Recently Issued Accounting Pronouncements
Management does not believe that any recently issued, but not yet
effective, accounting standards, if currently adopted, would have
a material effect on the accompanying financial statements.
F-16
NOTE 3 - Liquidity and Capital Resources
The Company has no revenues for the period from inception through
June 30, 2006, and does not intend to realize revenues until the
consummation of a merger with an operating entity. The Company's
principal business objective for the next 12 months and beyond
will be to achieve long-term growth potential through a business
combination rather than short-term earnings. There can be no
assurance that the Company will ever consummate the business
combination; achieve or sustain profitability or positive cash
flows from its operations, reduce expenses or sell common stock.
To date, the Company has funded its formation activities
primarily through issuances of its common stock and a payable to
affiliate.
NOTE 4 - Payable to Affiliate, Accounts Payable, and Accrued Expenses
The Company has a payable to affiliate of $8,548 to a Founder of
the Company. The payable is non-interest bearing and payable on
demand. The Company has also accounts payable and accrued expenses
relating to the formation of the Company for $2,067, and $2,000,
respectively.
NOTE 5 - Common Stock
On April 10, 2006, the Company was formed with 1,050,000 shares
of its restricted common stock issued at par value of $0.001 per
share, for consideration of $1,050 to its founding shareholders.
This stock, along with a payable issued to the founder of $5,548,
were the basis of the funding of the Company's $6,598 in
formation costs. On May 31, 2006, the Company sold 177,500
shares of its restricted common stock for $35,500. The restricted
common stock was sold to 355 offshore private investors pursuant
to a Private Placement Offering in lots of 500 shares each at
$0.20 per share. The Company also has shares subscribed to an
additional 108 offshore private investors in lots of 500
restricted common shares each at $0.20 per share, resulting in an
additional 54,000 shares subscribed as of May 31, 2006. The
restricted common shares were sold pursuant to Regulation S under
the Securities Act. No underwriting discounts or commissions
were paid with respect to such sales. For the period from June
1, 2006 through June 30, funds from 81 of the offshore private
investors totaling $8,100 for 40,500 of the additional shares
subscribed had been received. All of the 54,000 shares
subscribed have been issued by September 12, 2006.
NOTE 6 - Preferred Stock
The Company is authorized to issue 1,000,000 shares of preferred
stock, $0.001 par value, with such designations, voting and other
rights and preferences as may be determined from time to time by
the Board of Directors. At June 30, 2006, there was no preferred
stock issued or outstanding.
NOTE 7 - Commitments and Contingencies
The Company may become subject to various claims and litigation.
The Company vigorously defends its legal position when these
matters arise. The Company is not a party to, nor the subject
of, any material pending legal proceeding nor to the knowledge of
the Company, are any such legal proceedings threatened against
the Company.
F-17
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be singed on its behalf by the
undersigned, thereunto duly authorized.
TIGER GROWTH CORPORATION
Date: September 13, 2006 By: /s/ Joseph Rozelle
------------------ ---------------------------
Name: Joseph Rozelle
Title: President