UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2007
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number 000-52342
Tiger Growth Corporation
----------------------------------------------------
(Exact name of Registrant as specified in its charter)
Cayman Islands N/A
------------------------------ ----------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
c/o Nautilus Global Partners
700 Gemini, Suite 100, Houston, TX 77056
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(Address of principal executive offices) (Zip Code)
(281) 488-3883
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(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. YES X NO ____
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, or a non-accelerated filer. See definition of
"accelerated filer and large accelerated filer" in rule 12b-2 of the Exchange
Act.
Large accelerated filer Accelerated filer Non-accelerated filer X
___ ___ ___
Indicate by check mark whether the registrant is a shell company (as
defined in rule 12b-2 of the Exchange Act). YES X NO
___ ___
At November 13, 2007, there were 1,281,500 shares of Registrant's
ordinary shares outstanding.
GENERAL INDEX
Page
Number
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PART I.
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS........................................3
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.........................9
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK................................................11
ITEM 4. CONTROLS AND PROCEDURES....................................11
PART II.
OTHER INFORMATION
ITEM 1A. RISK FACTORS..............................................11
ITEM 6. EXHIBITS..................................................12
SIGNATURES.........................................................12
EXHIBITS:
EXHIBIT 31: SARBANES-OXLEY SECTION 302 CERTIFICATION
EXHIBIT 32: SARBANES-OXLEY SECTION 906 CERTIFICATION
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Tiger Growth Corporation
(A Development Stage Company)
Condensed Balance Sheets
September 30, December 31,
2007 2006
----------- -----------
(Unaudited) (Audited)
ASSETS
CURRENT ASSETS
Cash $ 23,440 $ 35,972
----------- -----------
Total assets $ 23,440 $ 35,972
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Payable to Affiliate $ 5,228 $ 6,754
Accounts payable 2,169 7,730
----------- -----------
Total current liabilities 7,397 14,484
----------- -----------
Commitments and Contingencies (Note 7) -- --
----------- -----------
SHAREHOLDERS' EQUITY
Preference shares, $0.001 par value, 1,000,000 shares
authorized, none issued and outstanding -- --
Ordinary shares, $.0001 par value; 50,000,000 shares
authorized; 1,281,500 shares issued and
outstanding at September 30 and December 31,
respectively 1,282 1,282
Additional paid in capital 46,068 46,068
Deficit accumulated during development stage (31,307) (25,862)
----------- -----------
Total shareholders' equity 16,043 21,488
----------- -----------
Total liabilities and shareholders' equity $ 23,440 $ 35,972
=========== ===========
See accompanying notes to condensed financial statements.
3
Tiger Growth Corporation
(A Development Stage Company)
Condensed Statements of Operations
(Unaudited)
Period of inception Cumulative During
(March 10, 2006) Development Stage
Nine Months Ended through September 30, (March 10, 2006 to
September 30, 2007 2006 September 30, 2007)
------------------ --------------------- -------------------
Revenues $ -- $ -- $ --
------------------ --------------------- -------------------
Expenses
Formation, General and Administrative
Expenses 5,551 20,953 31,925
------------------ --------------------- -------------------
Total operating expenses 5,551 20,953 31,925
------------------ --------------------- -------------------
Operating loss (5,551) (20,953) (31,925)
------------------ --------------------- -------------------
Other Income
Interest Income 106 512 618
------------------ --------------------- -------------------
Total Other Income 106 512 618
------------------ --------------------- -------------------
Net loss $ (5,445) (20,441) $ (31,307)
================== ===================== ===================
Basic and diluted loss per share $ (0.00) $ (0.02)
Weighted average ordinary shares outstanding ================== =====================
- - basic and diluted 1,281,500 1,198,750
================== =====================
See accompanying notes to condensed financial statements.
4
Tiger Growth Corporation
(A Development Stage Company)
Condensed Statements of Operations
(Unaudited)
Three Months Ended Three Months Ended
September 30, 2007 September 30, 2006
------------------ ------------------
Revenues $ -- $ --
------------------ ------------------
Expenses
Formation, General and Administrative Expenses 1,319 7,288
------------------ ------------------
Total operating expenses 1,319 7,288
------------------ ------------------
Operating loss (1,319) (7,288)
------------------ ------------------
Other Income
Interest Income 16 512
------------------ ------------------
Total Other Income 16 512
------------------ ------------------
Net loss $ (1,303) (6,776)
================== ==================
Basic and diluted loss per share $ (0.00) $ (0.01)
Weighted average ordinary shares outstanding ================== ==================
- - basic and diluted 1,281,500 1,271,522
================== ==================
See accompanying notes to condensed financial statements.
5
Tiger Growth Corporation
(A Development Stage Company)
Condensed Statements of Cash Flows
(Unaudited)
Cumulative During
From Inception (March Development Stage
Nine Months Ended 10, 2006) through (March 10, 2006 to
September 30, 2007 September 30, 2006 September 30, 2007)
------------------ ------------------ -------------------
Cash flows from operating activities
Net loss $ (5,445) $ (20,441) $ (31,307)
Adjustments to reconcile net loss to cash used in
operating activities:
Shares issued to Founder for payment of
formation costs -- 1,050 1,050
Changes in operating assets and liabilities
Payable to Affiliate (1,526) 4,381 5,228
Accounts Payable (5,561) 2,947 2,169
------------------ ------------------ -------------------
Net cash used in operating activities (12,532) (12,063) (22,860)
------------------ ------------------ -------------------
Cash flows from investing activities
Net cash provided by investing activities -- -- --
------------------ ------------------ -------------------
Cash flows from financing activities
Proceeds from issuance of ordinary shares -- 46,300 46,300
------------------ ------------------ -------------------
Net cash provided by financing activities -- 46,300 46,300
------------------ ------------------ -------------------
Net increase (decrease) in cash (12,532) 34,237 23,440
------------------ ------------------ -------------------
Cash at beginning of the period 35,972 -- --
------------------ ------------------ -------------------
Cash at end of the period $ 23,440 $ 34,237 $ 23,440
================== ================== ===================
Supplemental disclosures of cash flow information:
Interest paid $ - $ - $ -
================== ================== ===================
Income taxes paid $ - $ - $ -
================== ================== ===================
See accompanying notes to condensed financial statements.
6
Tiger Growth Corporation
(A Development Stage Company)
NOTES TO CONDENSED FINANCIAL STATEMENTS
September 30, 2007
(Unaudited)
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,
an operating business. The Company was capitalized on April 10, 2006
through the issuance of 1,050,000 shares to its Founders at par value
along with a payable to the Company's founders of $2,450. No activity was
recorded until the capitalization of the Company on April 10.
At September 30, 2007, the Company had not yet commenced any operations. All
activity from March 10, 2006 ("Date of Inception") through September 30, 2007
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 States
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.
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 Ordinary Share
Basic loss per ordinary share is based on the weighted effect of ordinary
shares issued and outstanding, and is calculated by dividing net loss by the
weighted average shares outstanding during the period. Diluted loss per
ordinary share is calculated by dividing net loss by the weighted average
number of ordinary shares used in the basic loss per share calculation plus
the number of ordinary shares that would be issued assuming exercise or
conversion of all potentially dilutive ordinary 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 September 30, 2007, there were no potentially dilutive ordinary 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 a payable to an affiliate. We believe the
fair values of our payable reflect its respective 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.
8
NOTE 3 - Liquidity and Capital Resources
The Company has no revenues for the period from inception through September
30, 2007, and does not expect 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 ordinary shares. To date, the Company has
funded its formation activities primarily through the issuance of its ordinary
shares and a payable to affiliate.
NOTE 4 - Payable to Affiliate and Accounts Payable
As of September 30, 2007, the Company has a payable of $5,228 to a founder of
the Company. The payable is non-interest bearing and payable on demand. The
Company also has accounts payable for $2,169 as of September 30, 2007.
NOTE 5 - Ordinary shares
On April 10, 2006, the Company was capitalized with 1,050,000 shares of its
restricted ordinary shares issued at par value of $0.001 per share, for
consideration of $1,050 to its founding shareholders. On May 31, 2006, the
Company sold 177,500 shares of its restricted ordinary shares for $35,500. The
restricted ordinary shares were sold to 355 offshore private investors
pursuant to a Private Placement Offering in lots of 500 shares each at $0.20
per share. On July 18, 2006, the Company sold an additional 54,000 shares of
its restricted ordinary shares for $10,800. The restricted ordinary shares
were sold to 108 offshore private investors pursuant to a Private Placement
Offering in lots of 500 shares each at $0.20 per share. No underwriting
discounts or commissions were paid with respect to such sales.
NOTE 6 - Preference shares
The Company is authorized to issue 1,000,000 preference shares with such
designations, voting and other rights and preferences as may be determined
from time to time. At September 30, 2007, there were no preference shares
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.
ITEM 2. 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 Quarterly
Report on Form 10-Q, 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
9
States; the effect of derivative activities; and conditions in the capital
markets. We undertake no duty to update or revise these forward-looking
statements.
When used in this Form 10-Q, 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 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.
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
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 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.
Comparison of the nine months ending September 30, 2007 and 2006
Because we currently do not have any business operations, we have not
had any revenues during the nine months ended September 30, 2007 or September
30, 2006. Total expenses for the nine months ended September 30, 2007 were
$5,551, compared with $20,953 for the nine months ended September 30, 2006.
The decrease is primarily related to non-recurring expenses related to the
formation of the Company during 2006. The expenses incurred for 2007 primarily
constituted professional and filing fees.
Comparison of the three months ending September 30, 2007 and 2006
Because we currently do not have any business operations, we have not
had any revenues during the three months ended September 30, 2007 or September
30, 2006. Total expenses for the three months ended September 30, 2007 were
$1,319, compared with $7,288 for the three months ended September 30, 2006.
The decrease is primarily related to non-recurring expenses related to the
formation of the Company during 2006. The expenses incurred for 2007 primarily
constituted professional and filing fees.
Liquidity and Capital Resources
10
As of September 30, 2007, we had current liabilities of $5,228 to a
related party and $2,169 to unrelated parties. The Company is actively
pursuing merger opportunities as described in the "General" Section of
Management's Discussion and Analysis, and believes that its current available
cash will be sufficient for its operations until a merger candidate is
selected, but may seek additional financing in connection with a potential
business combination or if it otherwise requires additional funds.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
None
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures. Our Chief Executive
and Financial Officer has reviewed and evaluated the effectiveness of our
disclosure controls and procedures (as defined in Exchange Act Rules 240.13a-
15(e) or 15d-15(e)) as of the end of the period covered by this report. Based
on that evaluation, the Chief Executive Officer has concluded that our current
disclosure controls and procedures provide him with reasonable assurance that
they are effective to provide him with timely material information relating to
us required to be disclosed in the reports we file or submit under the
Exchange Act.
Changes in Internal Control over Financial Reporting. Our management
has evaluated whether any change in our internal control over financial
reporting occurred during the last fiscal quarter. Based on that evaluation,
management concluded that there has been no change in our internal control
over financial reporting during the relevant period that has materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 1A. RISK FACTORS.
There have been no material changes to the risk factors previously
disclosed under Item 1A of the Company's Report on Form 10-K for the fiscal
year ended December 31, 2006.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION.
None.
11
ITEM 6. EXHIBITS.
Exhibit
Number Description
31 Certification of Principal Executive Officer and Principal Financial
Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities and Exchange
Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
32 Certification of Principal Executive Officer and Principal Financial
Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Tiger Growth Corporation
(Registrant)
By: /s/ JOSEPH R. ROZELLE
--------------------------
JOSEPH R. ROZELLE
Chief Executive Officer
Date: November 14, 2007
12