U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10
General Form for Registration of Securities
of Small Business Issuers
Under Section 12(b) or (g) of
the Securities Exchange Act of 1934
SHERWOOD ACQUISITION CORPORATION
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(Name of Small Business Issuer)
Delaware 27-3567960
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(State or Other Jurisdiction I.R.S. Employer Identification
of Incorporation or Organization) Number
215 Apolena Avenue, Newport Beach, California 92662
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(Address of Principal Executive Offices including Zip Code)
202/387-5400
_____________
(Issuer's Telephone Number)
Securities to be Registered Under
Section 12(b) of the Act: None
Securities to be Registered Under
Section 12(g) of the Act: Common Stock,
$.0001 Par Value
(Title of Class)
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See definitions of "large accelerated filer,"
"accelerated filer," and "smaller reporting company" in Rule 12b-2
of the Exchange Act.
Large accelerated filer Accelerated filed
Non-accelerated filed Smaller reporting company X
PART I
ITEM 1. BUSINESS.
Sherwood Acquisition Corporation ("Sherwood") was incorporated on
July 19, 2010 under the laws of the State of Delaware to engage in
any lawful corporate undertaking, including, but not limited to, selected
mergers and acquisitions. Sherwood has been in the developmental stage
since inception and its operations to date have been limited to issuing
shares to its original shareholders and filing this registration statement.
Sherwood will attempt to locate and negotiate with a business entity
for the combination of that target company with Sherwood. The combination
will normally take the form of a merger, stock-for-stock exchange or
stock-for-assets exchange. In most instances the target company will
wish to structure the business combination to be within the definition of
a tax-free reorganization under Section 351 or Section 368 of the Internal
Revenue Code of 1986, as amended.
No assurances can be given that Sherwood will be successful in
locating or negotiating with any target company.
Sherwood has been formed to provide a method for a foreign or domestic
private company to become a reporting company with a class of securities
registered under the Securities Exchange Act of 1934.
Aspects of a Reporting Company
There are certain perceived benefits to being a reporting company.
These are commonly thought to include the following:
+ increased visibility in the financial community;
+ compliance with a requirement for admission to quotation on
the OTC Bulletin Board or on the Nasdaq Capital Market;
+ the facilitation of borrowing from financial institutions;
+ increased valuation;
+ greater ease in raising capital;
+ compensation of key employees through stock options for
which there may be a market valuation;
+ enhanced corporate image.
There are also certain perceived disadvantages to being a reporting
company. These are commonly thought to include the following:
+ requirement for audited financial statements;
required publication of corporate information;
+ required filings of periodic and episodic reports with the
Securities and Exchange Commission;
+ increased rules and regulations governing management,
corporate activities and shareholder relations.
Comparison with Initial Public Offering
Certain private companies may find a business combination more
attractive than an initial public offering of their securities. Reasons
for this may include the following:
+ inability to obtain an underwriter;
+ possible larger costs, fees and expenses of a public offering;
+ possible delays in the public offering process;
+ greater dilution of outstanding securities.
Certain private companies may find a business combination less
attractive than an initial public offering of their securities. Reasons
for this may include the following:
+ no investment capital raised through a business combination;
+ no underwriter support of trading.
Potential Target Companies
Business entities, if any, which may be interested in a combination
with Carin may include the following:
+ a company for which a primary purpose of becoming public is
the use of its securities for the acquisition of assets
or businesses;
+ a company which is unable to find an underwriter of its
securities or is unable to find an underwriter of
securities on terms acceptable to it;
+ a company which wishes to become public with less dilution
of its securities than would occur upon an underwriting;
+ a company which believes that it will be able to obtain
investment capital on more favorable terms after it has
become public;
+ a foreign company which may wish an initial entry into the
United States securities market;
+ a special situation company, such as a company seeking a
public market to satisfy redemption requirements under
a qualified Employee Stock Option Plan;
+ a company seeking one or more of the other perceived
benefits of becoming a public company.
A business combination with a target company will normally involve
the transfer to the target company of the majority of the issued and
outstanding common stock of Sherwood and the substitution by the target
company of its own management and board of directors.
No assurances can be given that Sherwood will be able to enter into
any business combination, as to the terms of a business combination, or
as to the nature of a target company.
The proposed business activities described herein classify Sherwood
as a "blank check" company. The Securities and Exchange Commission and
certain states have enacted statutes, rules and regulations limiting the
public sale of securities of blank check companies. Sherwood will not make
any efforts to cause a market to develop in its securities until such time
as Sherwood has successfully implemented its business plan and it is no
longer classified as a blank check company.
Sherwood is voluntarily filing this registration statement with the
Securities and Exchange Commission and is under no obligation to do so
under the Exchange Act. Sherwood will continue to file all reports
required of it under the Exchange Act until a business combination has
occurred. A business combination will normally result in a change in
control and management of Sherwood. Since a principal benefit of a
business combination with Sherwood would normally be considered its status
as a reporting company, it is anticipated that Sherwood will continue to
file reports under the Exchange Act following a business combination. No
assurance can be given that this will occur or, if it does, for how long.
James M. Cassidy is the sole officer and director of Sherwood and the sole
officer, director and shareholder of Tiber Creek Corporation, which is a
50% shareholder of Sherwood. Sherwood has no employees nor are there any
other persons than Mr. Cassidy who devote any of their time to its affairs.
All references herein to management of Sherwood are to Mr. Cassidy. The
inability at any time of Mr. Cassidy to devote sufficient attention to
Sherwood could have a material adverse impact on its operations.
Glossary
"Blank check" company As used herein, a "blank check" company
is a development stage company that 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.
Business combination Normally a merger, stock-for-stock or
stock-for-assets exchange with the target
company or the shareholders of the target
company.
Sherwood or The corporation whose common stock is the
the Registrant subject of this registration statement.
Exchange Act The Securities Exchange Act of 1934, as
amended.
Securities Act The Securities Act of 1933, as amended.
Risk Factors
The business of Sherwood is subject to numerous risk factors, including
the following:
Sherwood has no operating history nor revenue and minimal assets and
operates at a loss.
Sherwood has had no operating history nor any revenues or earnings
from operations. Sherwood has no significant assets or financial resources.
Sherwood has sustained losses to date and will, in all likelihood, continue
to sustain expenses without corresponding revenues, at least until the
consummation of a business combination. Tiber Creek Corporation, a
company affiliated with management, will pay all expenses incurred by
Sherwood until a business combination is effected, without repayment.
There is no assurance that Sherwood will ever be profitable.
Company has only one director and one officer.
The sole officer and director of Sherwood is James M. Cassidy.
Because management consists of only one person, Sherwood does not benefit
from multiple judgments that a greater number of directors or officers
would provide and Sherwood will rely completely on the judgment of its
sole officer and director when selecting a target company. Mr. Cassidy
anticipates devoting only a limited amount of time to the business of
Sherwood. Mr. Cassidy has not entered into a written employment agreement
with Sherwood and he is not expected to do so. Sherwood has not obtained
key man life insurance on Mr. Cassidy. The loss of the services of Mr.
Cassidy would adversely affect development of the business of Sherwood
and its likelihood of commencing operations.
Conflicts of interest.
Mr. Cassidy, the president of Sherwood, participates in other
business ventures which may compete directly with Sherwood. Additional
conflicts of interest and non-arms length transactions may also arise
in the future. The terms of a business combination may include such
terms as Tiber Creek Corporation providing services to Sherwood after a
business combination. Such services may include the preparation and
filing of a registration statement to allow the public trading of
Sherwood's securities and the introduction to brokers and market makers.
The terms of a business combination may provide for a payment by a
target company in cash or otherwise to the initial shareholders of
Sherwood for the purchase or retirement of all or part of their stock
in Sherwood. Mr. Cassidy would directly benefit from such payment.
Such benefits may influence Mr. Cassidy's choice of a target company.
The certificate of incorporation of Sherwood provides that Sherwood may
indemnify officers and/or directors of Sherwood for liabilities, which
can include liabilities arising under the securities laws. Assets of
Sherwood could be used or attached to satisfy any liabilities subject
to such indemnification.
The proposed operations of Sherwood are speculative.
The success of the proposed business plan of Sherwood will depend
to a great extent on the operations, financial condition and management
of the identified target company. While business combinations with
entities having established operating histories are preferred, there
can be no assurance that Sherwood will be successful in locating candidates
meeting such criteria. The decision to enter into a business combination
will likely be made without detailed feasibility studies, independent
analysis, market surveys or similar information which, if Sherwood had
more funds available to it, would be desirable. In the event Sherwood
completes a business combination the success of its operations will
be dependent upon management of the target company and numerous other
factors beyond the control of Sherwood. There is no assurance that
Sherwood can identify a target company and consummate a business
combination.
Possible classification as a penny stock.
In the event that a public market develops for the securities
of Sherwood following a business combination, such securities may be
classified as a penny stock depending upon their market price and the
manner in which they are traded. The Securities and Exchange Commission
has adopted Rule 15g-9 which establishes the definition of a "penny
stock", for purposes relevant to Sherwood, as any equity security that
has a market price of less than $5.00 per share or with an exercise
price of less than $5.00 per share whose securities are admitted to
quotation but do not trade on the Nasdaq Capital Market or on a national
securities exchange. For any transaction involving a penny stock, unless
exempt, the rules require delivery by the broker of a document to
investors stating the risks of investment in penny stocks, the possible
lack of liquidity, commissions to be paid, current quotation and
investors' rights and remedies, a special suitability inquiry, regular
reporting to the investor and other requirements.
There is a scarcity of and competition for business opportunities
and combinations.
Sherwood is and will continue to be an insignificant participant in
the business of seeking mergers with and acquisitions of business
entities. A large number of established and well-financed entities,
including venture capital firms, are active in mergers and acquisitions
of companies which may be merger or acquisition target candidates for
Sherwood. Nearly all such entities have significantly greater financial
resources, technical expertise and managerial capabilities than Sherwood
and, consequently, Sherwood will be at a competitive disadvantage in
identifying possible business opportunities and successfully
completing a business combination. Moreover, Sherwood will also
compete with numerous other small public companies in seeking merger
or acquisition candidates.
There is no agreement for a business combination and no minimum
requirements for business combination.
As of the original filing date of this registration statement,
Sherwood had no current arrangement, agreement or understanding
with respect to engaging in a business combination with a specific
entity. When, if at all, Sherwood enters into a business combination
it will file the required reports with the Securities and Exchange
Commission. There can be no assurance that Sherwood will be successful
in identifying and evaluating suitable business opportunities or in
concluding a business combination. No particular industry or specific
business within an industry has been selected for a target company.
Sherwood has not established a specific length of operating history
or a specified level of earnings, assets, net worth or other criteria
which it will require a target company to have achieved, or without
which Sherwood would not consider a business combination with such
business entity. Accordingly, Sherwood may enter into a business
combination with a business entity having no significant operating
history, losses, limited or no potential for immediate earnings,
limited assets, negative net worth or other negative characteristics.
There is no assurance that Sherwood will be able to negotiate a
business combination on terms favorable to Sherwood.
Reporting requirements may delay or preclude acquisition.
Pursuant to the requirements of Section 13 of the Exchange Act,
Sherwood is required to provide certain information about significant
acquisitions including audited financial statements of the acquired
company. Obtaining audited financial statements is the economic
responsibility of the target company. The additional time and costs
that may be incurred by some potential target companies to prepare
such financial statements may significantly delay or essentially
preclude consummation of an otherwise desirable acquisition by
Sherwood. Acquisition prospects that do not have or are unable to obtain
the required audited statements may not be appropriate for acquisition
so long as the reporting requirements of the Exchange Act are applicable.
Notwithstanding a target company's agreement to obtain audited financial
statements within the required time frame, such audited financial
statements may not be available to Sherwood at the time of entering into
an agreement for a business combination. In cases where audited financial
statements are unavailable, Sherwood will have to rely upon information
that has not been verified by outside auditors in making its decision
to engage in a transaction with the business entity. This risk increases
the prospect that a business combination with such a target company
might prove to be an unfavorable one for Sherwood.
Regulation under Investment Company Act.
In the event Sherwood engages in business combinations which result
in Sherwood holding passive investment interests in a number of entities,
Sherwood could be subject to regulation under the Investment Company Act
of 1940. Passive investment interests, as used in the Investment
Company Act, essentially means investments held by entities which do
not provide management or consulting services or are not involved in the
business whose securities are held. In such event, Sherwood would be
required to register as an investment company and could be expected to
incur significant registration and compliance costs. Sherwood has
obtained no formal determination from the Securities and Exchange
Commission as to the status of Sherwood under the Investment Company
Act of 1940. Any violation of such Act could subject Sherwood to material
adverse consequences.
Probable change in control and management.
A business combination involving the issuance of the common
stock of Sherwood will, in all likelihood, result in shareholders of
a target company obtaining a controlling interest in Sherwood. As a
condition of the business combination agreement, the shareholders of
Sherwood may agree to sell, transfer or retire all or a portion of their
stock of Sherwood to provide the target company with all or majority
control. The resulting change in control of Sherwood will likely result
in removal of the present officer and director of Sherwood and a
corresponding reduction in or elimination of his participation in the
future affairs of Sherwood.
Possible change in value of shares upon business combination.
A business combination normally will involve the issuance of a
significant number of additional shares. Depending upon the value of the
assets acquired in such business combination, the per share value of the
common stock of Sherwood may increase or decrease, perhaps significantly.
Taxation. Federal and state tax consequences will, in all
likelihood, be major considerations in any business combination Sherwood
may undertake.
Currently, such transactions may be structured so as to result in
tax-free treatment to both companies, pursuant to various federal and
state tax provisions. Sherwood intends to structure any business
combination so as to minimize the federal and state tax consequences to
both Sherwood and the target company; however, there can be no assurance
that such business combination will meet the statutory requirements of a
tax-free reorganization or that the parties will obtain the intended tax-
free treatment upon a transfer of stock or assets. A non-qualifying
reorganization could result in the imposition of both federal and state
taxes which may have an adverse effect on both parties to the transaction.
Any potential acquisition or merger with a foreign company may create
additional risks.
If Sherwood enters into a business combination with a foreign
concern it will be subject to risks inherent in business operations
outside of the United States. These risks include, for example, currency
fluctuations, regulatory problems, punitive tariffs, unstable local tax
policies, trade embargoes, risks related to shipment of raw materials and
finished goods across national borders and cultural and language
differences. Foreign economies may differ favorably or unfavorably from
the United States economy in growth of gross national product, rate of
inflation, market development, rate of savings, capital investment,
resource self-sufficiency, balance of payments positions, and in other
respects. Any business combination with a foreign company may result
in control of Sherwood by individuals who are not resident in the United
States and in assets which are located outside the United States, either
of which could significantly reduce the ability of the shareholders to
seek or enforce legal remedies against Sherwood.
ITEM 2. FINANCIAL INFORMATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
PLAN OF OPERATION.
Sherwood has no operations nor does it currently engage in any business
activities generating revenues. Sherwood's principal business objective
for the following 12 months is to achieve a business combination with a
target company.
Sherwood anticipates that during the 12 months following the date of
this registration statement, it will incur costs related to (i) filing
reports as required by the Securities Exchange Acct of 1934 and
(ii) consummating an acquisition or merger. Tiber Creek Corporation
will pay all expenses of the Company without repayment until such time
as a business combination is effected. James M. Cassidy, who is the sole
officer and director of the Company, is the sole officer, director and
shareholder of Tiber Creek Corporation.
Sherwood has no full time employees. James M. Cassidy is the sole
officer of Sherwood and its sole director. Mr. Cassidy is also the sole
shareholder of Tiber Creek Corporation , a shareholder of Sherwood.
Mr. Cassidy, as president of Sherwood, will allocate a limited portion of
his time to the activities of Sherwood without compensation. Potential
conflicts may arise with respect to the limited time commitment by
Mr. Cassidy and the potential demands of the activities of Sherwood.
Search for Target Company
Tiber Creek Corporation will supervise the search for target
companies as potential candidates for a business combination. Tiber
Creek Corporation will pay all expenses of Sherwood until such time as
a business combination is effected, without repayment. James M. Cassidy,
who is the sole officer and director of Sherwood, is the sole officer
and director and sole shareholder of Tiber Creek Corporation.
Tiber Creek Corporation may provide assistance to target companies
incident to and following a business combination, and receive payment
for such assistance from target companies.
Tiber Creek Corporation owns 10,000,000 of the 20,000,000 outstanding
shares of the common stock of Sherwood, for which it paid $50.
Tiber Creek Corporation has entered, and anticipates that it will
enter, into agreements with consultants to assist it in locating a target
company and may share stock received by it or an affiliate in Sherwood
with, or grant options on such stock to, such referring consultants and
may make payment to such consultants from its own resources. There is
no minimum or maximum amount of stock, options, or cash that Tiber Creek
Corporation may grant or pay to such consultants. Tiber Creek Corporation
is solely responsible for the costs and expenses of its activities in
seeking a potential target company, including any agreements with
consultants, and Sherwood has no obligation to pay any costs incurred
or negotiated by Tiber Creek Corporation.
Tiber Creek Corporation may seek to locate a target company through
solicitation. Such solicitation may include newspaper or magazine
advertisements, mailings and other distributions to law firms, accounting
firms, investment bankers, financial advisors and similar persons, the use
of one or more web sites and similar methods. Tiber Creek Corporation
may utilize consultants in the business and financial communities for
referrals of potential target companies. However, there is no assurance
that Tiber Creek Corporation will locate a target company for a business
combination.
Management of Sherwood
Sherwood has no full time employees. James M. Cassidy is the sole
officer of Sherwood and its sole director. Mr. Cassidy is also the sole
shareholder of Tiber Creek Corporation , a shareholder of Sherwood. Mr.
Cassidy, as president of Sherwood, will allocate a limited portion of
his time to the activities of Sherwood without compensation. Potential
conflicts may arise with respect to the limited time commitment by Mr.
Cassidy and the potential demands of the activities of Sherwood.
The amount of time spent by Mr. Cassidy on the activities of Sherwood
is not predictable. Such time may vary widely from an extensive amount
when reviewing a target company and effecting a business combination to
an essentially quiet time when activities of management focus elsewhere.
It is impossible to predict the amount of time Mr. Cassidy will actually
be required to spend to review suitable target companies.
General Business Plan
The purpose of Sherwood is to seek, investigate and, if such
investigation warrants, acquire an interest in a business entity which
desires to seek the perceived advantages of a corporation which has a class
of securities registered under the Exchange Act. Sherwood will not restrict
its search to any specific business, industry, or geographical location and
Sherwood may participate in a business venture of virtually any kind or
nature. Management anticipates that it will be able to participate in
only one potential business venture because Sherwood has nominal assets
and limited financial resources. This lack of diversification should be
considered a substantial risk to the shareholders of Sherwood because it
will not permit Sherwood to offset potential losses from one venture
against gains from another.
Sherwood may seek a business opportunity with entities which have
recently commenced operations, or which wish to utilize the public
marketplace in order to raise additional capital in order to expand into
new products or markets, to develop a new product or service, or for other
corporate purposes.
The most likely target companies are those seeking the perceived
benefits of a reporting corporation. Such perceived benefits may include
facilitating or improving the terms on which additional equity financing
may be sought, providing liquidity for incentive stock options or similar
benefits to key employees, increasing the opportunity to use securities
for acquisitions, providing liquidity for shareholders and other factors.
Business opportunities may be available 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
difficult and complex.
Sherwood has, and will continue to have, no capital with which to
provide the owners of business entities with any cash or other assets.
However, Sherwood offers owners of acquisition candidates the opportunity
to acquire a controlling ownership interest in a reporting company without
the time required to become a reporting company by other means.
The analysis of new business opportunities will be undertaken by, or
under the supervision of, the officer and director of Sherwood. In
analyzing prospective business opportunities, Sherwood may consider such
matters as the available technical, financial and managerial resources;
working capital and other financial requirements; history of operations,
if any; prospects for the future; nature of present and expected
competition; the quality and experience of management services which may
be available and the depth of that management; the potential for further
research, development, or exploration; specific risk factors not now
foreseeable but which may be anticipated; the potential for growth or
expansion; the potential for profit; the perceived public recognition
or acceptance of products, services, or trades; name identification;
and other relevant factors. This discussion of the proposed criteria is
not meant to be restrictive of the virtually unlimited discretion of
Sherwood to search for and enter into potential business opportunities.
Sherwood is subject to the reporting requirements of the Exchange Act.
Included in these requirements is the duty of Sherwood to file audited
financial statements reporting a business combination which is required
to be filed with the Securities and Exchange Commission upon
completion of the combination.
Because of the time required to prepare financial statements, a
target company which has entered into a business combination agreement
may wish to take control of Sherwood before the target company has
completed its audit. Among other things, this will allow the target
company to announce the pending combination through filings with the
Securities and Exchange Commission which will then be available to the
financial community, potential investors, and others. In such case,
Sherwood will only have access to unaudited and possibly limited financial
information about the target company in making a decision to combine with
that company.
Sherwood will not restrict its search for any specific kind of business
entities, but may acquire a venture which is in its preliminary or
development stage, which is already in operation, or in essentially any
stage of its business life. It is impossible to predict at this time the
status of any business in which Sherwood may become engaged, whether such
business may need to seek additional capital, may desire to have its shares
publicly traded, or may seek other perceived advantages which Sherwood
may offer.
Following a business combination Sherwood may require the services of
others in regard to accounting, legal services, underwritings and
corporate public relations. If requested by a target company, Tiber
Creek Corporation may recommend one or more underwriters, financial
advisors, accountants, public relations firms or other consultants to
provide such services.
Terms of a Business Combination
In implementing a structure for a particular business acquisition,
Sherwood may become a party to a merger, consolidation, reorganization,
joint venture, licensing agreement or other arrangement with another
corporation or entity. On the consummation of a transaction, it is
likely that the present management and shareholders of Sherwood will
no longer be in control of Sherwood. In addition, it is likely that
the officer and director of Sherwood will, as part of the terms of the
business combination, resign and be replaced by one or more new
officers and directors.
It is anticipated that any securities issued in any such business
combination would be issued in reliance upon exemption from
registration under applicable federal and state securities laws. In
many circumstances, Sherwood may wish to register all or a part of such
securities for public trading after the transaction is consummated. If
such registration occurs, it will be undertaken by the surviving entity
after Sherwood has entered into an agreement for a business combination
or has consummated a business combination and Sherwood is no longer
considered a blank check company. The issuance of additional securities
and their potential sale into any trading market which may develop in the
securities of Sherwood may depress the market value of the securities of
Sherwood in the future if such a market develops, of which there is no
assurance.
While the terms of a business transaction to which Sherwood may be a
party cannot be predicted, it is expected that the parties to the business
transaction will desire to avoid the creation of a taxable event and
thereby structure the acquisition in a tax-free reorganization under
Sections 351 or 368 of the Internal Revenue Code of 1986, as amended.
Sherwood will participate in a business combination only after the
negotiation and execution of appropriate agreements. Although the terms
of such agreements cannot be predicted, generally such agreements will
require certain representations and warranties of the parties thereto,
will specify certain events of default, will detail the terms of closing
and the conditions which must be satisfied by the parties prior to and
after such closing and will include miscellaneous other terms.
James M. Cassidy, the officer and director of Sherwood, will provide
his services without charge or repayment by Sherwood.
Undertakings and Understandings Required of Target Companies
As part of a business combination agreement, Sherwood intends to obtain
certain representations and warranties from a target company as to its
conduct following the business combination. Such representations and
warranties may include (i) the agreement of the target company to make
all necessary filings and to take all other steps necessary to remain a
reporting company under the Exchange Act for at least a specified period
of time; (ii) imposing certain restrictions on the timing and amount of
the issuance of additional free-trading stock, including stock registered
on Form S-8 or issued pursuant to Regulation S and (iii) giving assurances
of ongoing compliance with the Securities Act, the Exchange Act, the
General Rules and Regulations of the Securities and Exchange Commission,
and other applicable laws, rules and regulations.
A potential target company should be aware that the market price and
trading volume of the securities of Sherwood, when and if listed for
secondary trading, may depend in great measure upon the willingness and
efforts of successor management to encourage interest in Sherwood within
the United States financial community. Sherwood does not have the market
support of an underwriter that would normally follow a public offering of
its securities. Initial market makers are likely to simply post bid and
asked prices and are unlikely to take positions in Sherwood's securities
for their own account or customers without active encouragement and a basis
for doing so. In addition, certain market makers may take short positions
in Sherwood's securities, which may result in a significant pressure on
their market price. Sherwood may consider the ability and commitment of a
target company to actively encourage interest in Sherwood's securities
following a business combination in deciding whether to enter into a
transaction with such company.
A business combination with Sherwood separates the process of becoming
a public company from the raising of investment capital. As a result,
a business combination with Sherwood normally will not be a beneficial
transaction for a target company whose primary reason for becoming
a public company is the immediate infusion of capital. Sherwood may
require assurances from the target company that it has or that it has
a reasonable belief that it will have sufficient sources of capital to
continue operations following the business combination. However, it is
possible that a target company may give such assurances in error, or
that the basis for such belief may change as a result of circumstances
beyond the control of the target company.
Competition
Sherwood will remain an insignificant participant among the firms
which engage in the acquisition of business opportunities. There are
many established venture capital and financial concerns which have
significantly greater financial and personnel resources and technical
expertise than Sherwood. In view of Sherwood's combined extremely limited
financial resources and limited management availability, Sherwood will
continue to be at a significant competitive disadvantage compared to
Sherwood's competitors.
ITEM 3. PROPERTIES.
Sherwood has no properties and at this time has no agreements to acquire
any properties. Sherwood currently uses the offices of Tiber Creek
Corporation in Newport Beach, California, at no cost to Sherwood. Tiber
Creek Corporation will continue this arrangement until Sherwood completes
a business combination.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
The following table sets forth each person known by Sherwood to be the
beneficial owner of five percent or more of the common stock of Sherwood,
all directors individually and all directors and officers of Sherwood as
a group. Except as noted, each person has sole voting and investment
power with respect to the shares shown.
Name and Address Amount of Beneficial
of Beneficial Owner Ownership Percentage of Class
------------------------ -------------------- -------------------
James M. Cassidy (1) 10,000,000 50%
215 Apolena Avenue
Newport Beach, CA 92662
James K. McKillop (2) 10,000,000 50%
9454 Wilshire Boulevard
Beverly Hills, California 90212
All Executive Officers and 20,000,000 100%
Directors as a Group (1 Person)
(1) As the sole shareholder, officer and director of Tiber Creek
Corporation, a Delaware corporation, Mr. Cassidy is deemed to be the
beneficial owner of the shares of common stock of Sherwood owned
by it.
(2) As the sole principal of MB Americus LLC, a California business
entity, Mr. McKillop is deemed to be the beneficial owner of the
shares of Sherwood owned by it.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
Sherwood has one director and officer as follows:
Name Age Positions and Offices Held
James M. Cassidy 75 President, Secretary, Director
Set forth below is the name of the director and officer of Sherwood,
all positions and offices with Sherwood held, the period during which he
has served as such, and the business experience during at least the last
five years:
James Michael Cassidy, Esq., LL.B., LL.M., has served as the director,
president and secretary of Sherwood since its inception. Mr. Cassidy
received a Bachelor of Science in Languages and Linguistics from
Georgetown University in 1960, a Bachelor of Laws from The Catholic
University School of Law in 1963, and a Master of Laws in Taxation
from The Georgetown University School of Law in 1968. From 1963-1964,
Mr. Cassidy was law clerk to the Honorable Inzer B. Wyatt of the United
States District Court for the Southern District of New York. From
1964-1965, Mr. Cassidy was law clerk to the Honorable Wilbur K. Miller
of the United States Court of Appeals for the District of Columbia. From
1969-1975, Mr. Cassidy was an associate of the law firm of Kieffer &
Moroney and a principal in the law firm of Kieffer & Cassidy, Washington,
D.C. From 1975 to date, Mr. Cassidy has been a principal in the law firm
of Cassidy & Associates, and its predecessors, specializing in securities
law and related corporate and federal taxation matters. Mr. Cassidy is
a member of the bars of the District of Columbia and the State of
New York, and is admitted to practice before the United States
Tax Court and the United States Supreme Court.
There are no agreements or understandings for the above-named officer
or director to resign at the request of another person and the above-
named officer and director is not acting on behalf of nor will act at
the direction of any other person.
Conflicts of Interest
James M. Cassidy, the sole officer and director of Sherwood, has
organized and expects to organize other companies of a similar nature
and with a similar purpose as Sherwood. Consequently, there are
potential inherent conflicts of interest in acting as an officer
and director of Sherwood. In addition, insofar as Mr. Cassidy is
engaged in other business activities, he may devote only a portion
of his time to the affairs of Sherwood.
Mr. Cassidy is the director and beneficial sole shareholder of
Canistel Acquisition Corporation and Greenmark Acquisition Corporation,
both corporations with a class of securities registered pursuant to the
Securities Exchange Act.
Mr. Cassidy is also the director of, and 50% beneficial shareholder
of the following companies which are filing registration statements
on Form 10 for the registration of their common stock pursuant to
the Securities Exchange Act concurrently with the filing of this
registration statement:
Pinewood Acquisition Corporation
Oakwood Acquisition Corporation
Alderwood Acquisition Corporation
A conflict may arise in the event that another blank check company
with which Mr. Cassidy is affiliated also seeks a target company. It is
anticipated that target companies will be located for Sherwood and other
blank check companies in chronological order of the date of formation of
such blank check companies or, in the case of blank check companies
formed on the same date, alphabetically. However, other blank check
companies may differ from Sherwood in certain items such as place of
incorporation, number of shares and shareholders, working capital, types
of authorized securities, or other items. It may be that a target company
may be more suitable for or may prefer a certain blank check company
other than Sherwood. In such case, a business combination might be
negotiated on behalf of the more suitable or preferred blank check
company.
Mr. Cassidy is the principal of Cassidy & Associates, a securities law
firm. As such, demands may be placed on the time of Mr. Cassidy which
will detract from the amount of time he is able to devote to Sherwood.
Mr. Cassidy intends to devote as much time to the activities of Sherwood
as required. However, should such a conflict arise, there is no assurance
that Mr. Cassidy would not attend to other matters prior to those of
Sherwood.
Mr. Cassidy is the president, director and sole shareholder of Tiber
Creek Corporation, which is a shareholder of Sherwood. At the time of a
business combination, some or all of the shares of common stock owned
by Tiber Creek Corporation may be purchased by the target company or
retired by Sherwood. The amount of common stock which may be sold or
continued to be owned by Tiber Creek Corporation cannot be determined
at this time.
The terms of a business combination may provide for a payment by
cash or otherwise to Tiber Creek Corporation for the purchase or
retirement of all or part of the common stock of Sherwood owned by it
by a target company or for services rendered by Tiber Creek Corporation
incident to or following a business combination. Mr. Cassidy would
directly benefit from such employment or payment. Such benefits may
influence Mr. Cassidy's choice of a target company.
Investment Company Act of 1940
Although Sherwood will be subject to regulation under the Securities Act
and the Exchange Act, management believes Sherwood will not be subject to
regulation under the Investment Company Act of 1940 insofar as Sherwood
will not be engaged in the business of investing or trading in securities.
In the event Sherwood engages in business combinations which result in
Sherwood holding passive investment interests in a number of entities,
Sherwood could be subject to regulation under the Investment Company Act
of 1940. In such event, Sherwood would be required to register as an
investment company and could be expected to incur significant
registration and compliance costs. Sherwood has obtained no formal
determination from the Securities and Exchange Commission as to the
status of Sherwood under the Investment Company Act of 1940. Any
violation of such Act would subject Sherwood to material adverse
consequences.
ITEM 6. EXECUTIVE COMPENSATION
The officer and director of Sherwood does not receive any compensation
for his services rendered to Sherwood, has not received such compensation
in the past, and is not accruing any compensation. However, the officer
and director of Sherwood anticipates receiving benefits as a beneficial
shareholder of Sherwood, as the officer and director and sole shareholder
of Tiber Creek Corporation and, possibly, as principal of Cassidy &
Associates, which may perform legal services for Sherwood after the
business combination.
No retirement, pension, profit sharing, stock option or insurance
programs or other similar programs have been adopted by Sherwood for the
benefit of its employees.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND
DIRECTOR INDEPENDENCE.
Sherwood has issued a total of 10,000,000 shares of common stock pursuant
to Section 4(2) of the Securities Act for a total of $1,000 in cash.
James M. Cassidy is the sole officer and director of Sherwood and the
sole officer, director and shareholder of Tiber Creek Corporation, which
is a 50% shareholder of Sherwood.
Sherwood is not currently required to maintain an independent director
as defined by Rule 4200 of the Nasdaq Capital Market nor does it anticipate
that it will be applying for listing of its securities on an exchange
in which an independent directorship is required. It is likely that
Mr. Cassidy would not be considered an independent director if it
were to do so.
ITEM 8. LEGAL PROCEEDINGS
There is no litigation pending or threatened by or against
Sherwood.
ITEM 9. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON
STOCK AND RELATED STOCKHOLDER MATTERS
(a) Market Price. There is no trading market for Sherwood's
common stock and there has been no trading market to date. There is
no assurance that a trading market will ever develop or, if such a
market does develop, that it will continue.
(b) Holders. The issued and outstanding shares of the common
stock of Sherwood were issued in accordance with the exemptions from
registration afforded by Section 4(2) of the Securities Act of 1933.
(c) Dividends. Sherwood has not paid any dividends to date, and
has no plans to do so in the immediate future. Sherwood presently intends
to retain all earnings, if any, for use in its business operations and
accordingly, the Board of Directors does not anticipate declaring any
dividends prior to a business combination. Dividends, if any, would be
contingent upon Sherwood's revenues and earnings, if any, capital
requirements and financial conditions. The payment of dividends would
be within the discretion of Sherwood's Board of Directors.
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES.
During the past three years, Sherwood has issued 10,000,000 common
shares pursuant to Section 4(2) of the Securities Act of 1933 for an
aggregate purchase price of $1,000:
On July 19, 2010, Sherwood issued the following shares of
its common stock:
Name Number of Shares Consideration
Tiber Creek Corporation 10,000,000 $1,000
MB Americus LLC 10,000,000 $1,000
ITEM 11. DESCRIPTION OF SECURITIES.
The authorized capital stock of Sherwood consists of 100,000,000 shares
of common stock, par value $.0001 per share, of which there are 20,000,000
issued and outstanding and 20,000,000 shares of preferred stock, par
value $.0001 per share, of which none have been designated or issued.
The following statements relating to the capital stock set forth the
material terms of the securities of Sherwood; however, reference is made
to the more detailed provisions of, and such statements are qualified
in their entirety by reference to, the certificate of incorporation and
the by-laws, copies of which are filed as exhibits to this registration
statement.
Common Stock
Holders of shares of common stock are entitled to one vote for each
share on all matters to be voted on by the stockholders. Holders of
common stock do not have cumulative voting rights. Holders of common
stock 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 Sherwood, the holders of common stock are
entitled to share pro rata all assets remaining after payment in full of
all liabilities. All of the outstanding shares of common stock are fully
paid and non-assessable.
Holders of common stock have no preemptive rights to purchase the
common stock of Sherwood. There are no conversion or redemption rights
or sinking fund provisions with respect to the common stock.
Preferred Stock
The Board of Directors is authorized to provide for the issuance of
shares of preferred stock in series and, by filing a certificate pursuant
to the applicable law of Delaware, to establish from time to time the
number of shares to be included in each such series, and to fix the
designation, powers, preferences and rights of the shares of each such
series and the qualifications, limitations or restrictions thereof without
any further vote or action by the shareholders. Any shares of preferred
stock so issued would have priority over the common stock with respect to
dividend or liquidation rights. Any future issuance of preferred stock
may have the effect of delaying, deferring or preventing a change in
control of Sherwood without further action by the shareholders and may
adversely affect the voting and other rights of the holders of common
stock. At present, Sherwood has no plans to issue any preferred stock nor
adopt any series, preferences or other classification of preferred stock.
The issuance of shares of preferred stock, or the issuance of rights
to purchase such shares, could be used to discourage an unsolicited
acquisition proposal. For instance, the issuance of a series of preferred
stock might impede a business combination by including class voting
rights that would enable the holder to block such a transaction, or
facilitate a business combination by including voting rights that would
provide a required percentage vote of the stockholders. In addition,
under certain circumstances, the issuance of preferred stock could
adversely affect the voting power of the holders of the common stock.
Although the Board of Directors is required to make any determination to
issue such stock based on its judgment as to the best interests of the
stockholders of Sherwood, the Board of Directors could act in a manner that
would discourage an acquisition attempt or other transaction that some, or
a majority, of the stockholders might believe to be in their best interests
or in which stockholders might receive a premium for their stock over the
then market price of such stock. The Board of Directors does not at
present intend to seek stockholder approval prior to any issuance of
currently authorized stock, unless otherwise required by law or otherwise.
Sherwood has no present plans to issue any preferred stock.
Trading of Securities in Secondary Market
Following a business combination, a target company will normally
wish to cause Sherwood's common stock to trade in one or more United
States securities markets. The target company may elect to take the
steps required for such admission to quotation following the business
combination or at some later time. Such steps will normally involve
filing a registration statement under the Securities Act. Such
registration statement may include securities held by current
shareholders or offered by Sherwood, including warrants, shares
underlying warrants, and debt securities.
In order to qualify for listing on the Nasdaq Capital Market, a company
must have at least (i) net tangible assets of $4,000,000 or market
capitalization of $50,000,000 or net income for two of the last three years
of $750,000; (ii) public float of 1,000,000 shares with a market value of
$5,000,000; (iii) a bid price of $4.00; (iv) three market makers; (v) 300
round-lot shareholders and (vi) an operating history of one year or, if
less than one year, $50,000,000 in market capitalization. For continued
listing on the Nasdaq Capital Market, a company must have at least (i) net
tangible assets of $2,000,000 or market capitalization of $35,000,000 or
net income for two of the last three years of $500,000; (ii) a public float
of 500,000 shares with a market value of $1,000,000; (iii) a bid price of
$1.00; (iv) two market makers; and (v) 300 round-lot shareholders.
If, after a business combination and qualification of its securities
for trading, Sherwood does not meet the qualifications for listing on the
Nasdaq Capital Market, Sherwood may apply for quotation of its securities
on the OTC Bulletin Board.
In order to have its securities quoted on the OTC Bulletin Board a
company must (i) be a company that reports its current financial
information to the Securities and Exchange Commission, banking
regulators or insurance regulators; and (ii) have at least one market
maker who completes and files a Form 211 with Regulation, Inc.
The OTC Bulletin Board is a dealer-driven quotation service. Unlike
the Nasdaq Stock Market, companies cannot directly apply to be quoted
on the OTC Bulletin Board, only market makers can initiate quotes, and
quoted companies do not have to meet any quantitative financial
requirements. Any equity security of a reporting company not listed on
the Nasdaq Stock Market or on a national securities exchange is eligible.
In certain cases Sherwood may elect to have its securities initially
quoted in the Pink Sheets published by Pink OTC Markets Inc.
In general there is greatest liquidity for traded securities on the
Nasdaq Capital Market, less on the OTC Bulletin Board, and least through
quotation on the Pink Sheets. It is not possible to predict where, if
at all, the securities of Sherwood will be traded following a business
combination and qualification of its securities for trading.
The National Securities Market Improvement Act of 1996 limited the
authority of states to impose restrictions upon resales of securities
made pursuant to Sections 4(1) and 4(3) of the Securities Act of companies
which file reports under Sections 13 or 15(d) of the Exchange Act. Upon
effectiveness of this registration statement, Sherwood will be required
to, and will, file reports under Section 13 of the Exchange Act. As a
result, sales of Sherwood's common stock in the secondary market by the
holders thereof may then be made pursuant to Section 4(1) of the Securities
Act (sales other than by an issuer, underwriter or broker) without
qualification under state securities acts. The resale of such shares may
be subject to the holding period and other requirements of Rule 144 of
the General Rules and Regulations of the Securities and Exchange
Commission.
Transfer Agent
It is anticipated that StockTrans, Inc., Ardmore, Pennsylvania will
act as transfer agent for the common stock of Sherwood.
Additional Information
This registration statement and all other filings of Sherwood
when made with the Securities and Exchange Commission may be viewed
and downloaded at the Securities and Exchange Commission's website at
www.sec.gov.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
provides that a certificate of incorporation may contain a provision
eliminating the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty
as a director provided that such provision shall not eliminate or limit
the liability of a director (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 (relating to liability for
unauthorized acquisitions or redemptions of, or dividends on, capital
stock) of the General Corporation Law of the State of Delaware, or (iv)
for any transaction from which the director derived an improper personal
benefit. Sherwood's certificate of incorporation contains such a
provision.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers or
persons controlling the company pursuant to the foregoing provisions, it
is the opinion of the Securities and Exchange Commission that such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Sherwood is a smaller reporting company in accordance with
Regulation S-X.
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.
Sherwood has not changed accountants since its formation and there
are no disagreements with the findings of its accountants.
ITEM 15. FINANCIAL STATEMENTS.
Set forth below are the audited financial statements for Sherwood
for the period ended December 31, 2009. The following financial
statements are attached to this report and filed as a part thereof.
FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm F-1
Balance Sheet F-2
Statement of Operations F-3
Statement of Cash Flows F-4
Statement of Stockholders' Equity F-5
Notes to Financial Statements F6-F9
ANTON & CERTIFIED PUBLIC ACCOUNTANTS
CHIA
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Sherwood Acquisition Corporation
We have audited the accompanying balance sheet of Sherwood Acquisition
Corporation (the "Company") as of July 31, 2010, and the related statements
of operations, stockholders' equity and cash flows for the period from July
19, 2010 (Inception) through July 31, 2010. 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 audits in accordance with standards of the Public
Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audits to obtain reasonable assurance
about whether the financial statements are free of material misstatement.
The Company was not required to have, nor were we engaged to perform, an
audit of its internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of
Company's internal control over financial reporting. Accordingly, we express
no such opinion. 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 audits provide 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 the Company as of
July 31, 2010 and the results of its operations and its cash flows for the
period from July 19, 2010 (Inception) through July 31, 2010, in conformity
with accounting principles generally accepted in the United States of
America.
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 1 to
the financial statements, the Company has revenues and income since
inception. Management's plans concerning these matters are also described
in Note, which includes the raising of additional equity financing. The
financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
/s/ Anton & Chia LLP
Newport Beach, CA
October 1, 2010
F-1
SHERWOOD ACQUISITION CORPORATION
BALANCE SHEET
July 31,
ASSETS 2010
----------------
Current Assets
Cash $ 2,000
----------------
TOTAL ASSETS $ 2,000
================
STOCKHOLDERS' EQUITY
Common Stock, $0.0001 Par Value, $ 2,000
100,000,000 Shares Authorized;
20,000,000 Shares Issued and
Outstanding
Retained Earnings -
----------------
Total Stockholders' Equity 2,000
================
TOTAL STOCKHOLDERS' EQUITY $ 2,000
================
See the accompanying notes to the financial statements
F-2
SHERWOOD ACQUISITION CORPORATION
STATEMENT OF OPERATIONS
For the period from
July 19, 2010
(inception) to
July 31, 2010
----------------
Operating Expenses $ -
================
Net Income $ -
================
Basic and Diluted Earnings per Share $ -
================
Weighted Average Shares 20,000,000
----------------
See the accompanying notes to the financial statements
F-3
SHERWOOD ACQUISITION CORPORATION
STATEMENT OF SHAREHOLDERS' EQUITY
Retained Total
Common Stock Earnings Stockholders'
Shares Amount (Deficit) Equity
---------- --------- --------- ----------
Balance, July 31, 2010 - - $ - $ -
Shares issued for cash 20,000,000 $ 2,000 - 2,000
Net Income - - - -
====================== ========== ======== ========== =========
Balance, July 31, 2010 20,000,000 2,000 $ - $ -
---------- --------- --------- -----------
See the accompanying notes to the financial statements
F-4
SHERWOOD ACQUISITION CORPORATION
STATEMENT OF CASH FLOWS
For the period from
July 19, 2010
(inception) to
July 31, 2010
----------------
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from the issuance
of common stock $ 2,000
================
Net Cash Flows from Financing Actitivies 2,000
================
Net Increase in Cash 2,000
Cash at Beginning of Period -
================
Cash at End of Period $ 2,000
================
See the accompanying notes to the financial statements
F-5
NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT POLICIES
NATURE OF OPERATIONS
Sherwood Acquisition Corporation ("Sherwood") was incorporated on
July 19, 2010 under the laws of the State of Delaware to engage in any
lawful corporate undertaking, including, but not limited to, selected
mergers and acquisitions. Sherwood has been in the developmental stage
since inception and its operations to date have been limited to issuing
shares to its original shareholders and filing this registration statement.
Sherwood will attempt to locate and negotiate with a business entity for
the combination of that target company with Sherwood. The combination
will normally take the form of a merger, stock-for-stock exchange or
stock-for-assets exchange. In most instances the target company will wish
to structure the business combination to be within the definition of a
tax-free reorganization under Section 351 or Section 368 of the Internal
Revenue Code of 1986, as amended. No assurances can be given that
Sherwood will be successful in locating or negotiating with any target
company. Sherwood has been formed to provide a method for a foreign or
domestic private company to become a reporting company with a class of
securities registered under the Securities Exchange Act of 1934.
BASIS OF PRESENTATION
The summary of significant accounting policies presented below is designed
to assist in understanding the Company's financial statements. Such
financial statements and accompanying notes are the representations of the
Company's management, who are responsible for their integrity and
objectivity. These accounting policies conform to accounting principles
generally accepted in the United States of America ("GAAP") in all
material respects, and have been consistently applied in preparing the
accompanying financial statements.
USE OF ESTIMATES
The preparation of financial statements in conformity with GAAP 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 the reported
amounts of revenues and expenses during the reporting periods. Actual
results could differ from those estimates.
F-6
Sherwood Acquisition Corporation
Notes to the Financial Statements
For the Period from July 19, 2010 (Inception) to July 31, 2010
NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT POLICIES
(CONTINUED)
CONCENTRATION OF RISK
Financial instruments that potentially subject the Company to
concentrations of credit risk consist principally of cash. The Company
places its cash with high quality banking institutions. From time to
time, the Company maintains cash balances at certain institutions in
excess of the Federal Deposit Insurance Corporation limit.
INCOME TAXES
Under ASC 740, "Income Taxes", deferred tax assets and liabilities are
recognized for the future tax consequences attributable to temporary
differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are
expected to be recovered or settled. Valuation allowances are established
when it is more likely than not that some or all of the deferred tax assets
will not be realized.
LOSS PER COMMON SHARE
Basic loss per common shares excludes dilution and is computed by dividing
net loss by the weighted average number of common shares outstanding
during the period. Diluted earnings per common share reflect the potential
dilution that could occur if securities or other contracts to issue common
stock were exercised or converted into common stock or resulted in the
issuance of common stock that then shared in the earnings of the entity.
As of July 31, 2010 there are no outstanding dilutive securities.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company's financial instruments include cash. The estimated fair value
of these instruments approximates their carrying amounts due to the short
maturity of the instrument.
F-7
Sherwood Acquisition Corporation
Notes to the Financial Statements
For the Period from July 19, 2010 (Inception) to July 31, 2010
Note 2 - GOING CONCERN
These financial statements have been prepared on a going concern basis,
which implies the Company will continue to meet its obligations and
continue its operations for the next fiscal year. As of July 31, 2010,
the Company has not generated revenues and has no income or cash flows
from operations since inception. The continuation of the Company as a
going concern is dependent upon financial support from its stockholders,
the ability of the Company to obtain necessary equity financing to
continue operations, successfully locating and negotiate with a business
entity for the combination of that target company with Sherwood
Acquisition Corporation. Tiber Creek Corporation, a company affiliated
with management, will pay all expenses incurred by Sherwood until a
business combination is effected, without repayment. There is no assurance
that Sherwood will ever be profitable.
NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS
In January 2010, FASB issued ASU No. 2010-01- Accounting for
Distributions to Shareholders with Components of Stock and Cash. The
amendments in this update clarify that the stock portion of a distribution
to shareholders that allows them to elect to receive cash or stock with a
potential limitation on the total amount of cash that all shareholders can
elect to receive in the aggregate is considered a share issuance that is
reflected in EPS prospectively and is not a stock dividend for purposes of
applying Topics 505 and 260 (Equity and Earnings Per Share). The
amendments in this update are effective for interim and annual periods
ending on or after December 15, 2009, and should be applied on a
retrospective basis. The Company does not expect the adoption of this ASU
to have a material impact on its financial statements.
In January 2010, FASB issued ASU No. 2010-06 Improving Disclosures
about Fair Value Measurements. This update provides amendments to
Subtopic 820-10 that requires new disclosure as follows: 1) Transfers in
and out of Levels 1 and 2. A reporting entity should disclose separately
the amounts of significant transfers in and out of Level 1 and Level 2
fair value measurements and describe the reasons for the transfers. 2)
Activity in Level 3 fair value measurements. In the reconciliation for
fair value measurements using significant unobservable inputs (Level 3),
a reporting entity should present separately information about purchases,
sales, issuances, and settlements (that is, on a gross basis rather than
as one net number). This update provides amendments to Subtopic 820-10
that clarifies existing disclosures as follows: 1) Level of
disaggregation. A reporting entity should provide fair value measurement
disclosures for each class of assets and liabilities. A class is often a
subset of assets or liabilities within a line item in the statement of
financial position. A reporting entity needs to use judgment in
determining the appropriate classes of assets and liabilities.
2) Disclosures about inputs and valuation techniques. A reporting entity
should provide disclosures about the valuation techniques and inputs
used to measure fair value for both recurring and nonrecurring fair
value measurements. Those disclosures are required for fair value
measurements that fall in either Level2 or Level 3.
F-8
Sherwood Acquisition Corporation
Notes to the Financial Statements
For the Period from July 19, 2010 (Inception) to July 31, 2010
NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS
(CONTINUED)
The new disclosures and clarifications of existing disclosures are
effective for interim and annual reporting periods beginning after
December 15, 2009, except for the disclosures about purchases, sales,
issuances, and settlements in the roll forward of activity in Level 3
fair value measurements. Those disclosures are effective for fiscal
years beginning after December 15, 2010, and for interim periods within
those fiscal years. The Company does not expect the adoption of this
ASU to have a material impact on its financial statements.
NOTE 4 - RELATED PARTY TRANSACTIONS
On July 31, 2010, the Company issued 10,000,000 common shares to its
sole director and officer for $1,000 in cash.
NOTE 5 SUBSEQUENT EVENTS
In preparing these financial statements, the Company has evaluated
events and transactions for potential recognition or disclosure through
October 1, 2010, the date the financial statements were issued.
F-9
PART III
ITEM 1. INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
3.1 Certificate of Incorporation of Sherwood
Acquisition Corporation
3.2 By-Laws of Sherwood Acquisition Corporation
3.3 Specimen stock certificate of Sherwood
Acquisition Corporation
23.1 Consent of Independent Registered Public
Accounting Firm
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of
1934, the Registrant caused this registration statement to be signed on
its behalf by the undersigned thereunto duly authorized.
SHERWOOD ACQUISITION CORPORATION
By: /s/ James M. Cassidy, President
Date: October _____, 2010