SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended Setpember 30, 2010
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 000-54145
SHERWOOD ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 27-3567960
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9454 Wilshire Boulevard, Suite 612
Beverly Hills, California 90212
(Address of principal executive offices) (zip code)
202/387-5400
(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, a non-accelerated filer, or a smaller
reporting company. See the definitions of "large accelerated filer,"
"accelerated filer" and "smaller reporting company" in Rule 12b-2 of
the Exchange Act.
Large accelerated filer Accelerated Filer
Non-accelerated filer Smaller reporting company X
(do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
Yes X No
Indicate the number of shares outstanding of each of the issuer's
classes of stock, as of the latest practicable date.
Class Outstanding at
September 30, 2010
Common Stock, par value $0.0001 20,000,000
Documents incorporated by reference: None
PART I -- FINANCIAL INFORMATION
SHERWOOD ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONTENTS
PAGE 1 CONDENSED BALANCE SHEETS AS OF Setpember 30, 2010
(UNAUDITED) AND July 31, 2010
PAGE 2 CONDENSED STATEMENT OF OPERATIONS
PAGE 3 CONDENSED STATEMENT OF SHAREHOLDERS' EQUITY
PAGE 4 CONDENSED STATEMENT OF CASH FLOWS
PAGES 5 - 8 CONDENSED NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2010 (UNAUDITED)
SHERWOOD ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONDENSED BALANCE SHEET
As of September 30, 2010
ASSETS
------
Sept. 30, 2010
(Unaudited)
----------
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
Preferred Stock, $0.0001 Par Value,
20,000,000 Shares Authorized;
None outstanding
Retained Earnings -
--------
Total Stockholders' Equity 2,000
========
TOTAL STOCKHOLDERS' EQUITY $ 2,000
=========
See the accompanying notes to the condensed financial statements
F-2
SHERWOOD ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENT OF OPERATIONS
(UNAUDITED)
For the Period
For the three-months from July 19, 2010
Ending Sept. 30 (Inception) to
2010 September 30, 2010
<c> <c>
------------- ---------------
Operating Expenses $ - -
============= ==============
Net Income $ - -
============= ==============
Basic and Diluted Earnings per Share $ - -
============= ==============
Weighted Average Shares 20,000,000 20,000,000
------------- --------------
See accompanying notes to condensed financial statements
F-3
SHERWOOD ACQUISITION CORPORATION
CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY
Retained Total
Common Stock Earnings Stockholders'
Shares Amount (Deficit) Equity
---------- --------- --------- -----------
Balance, July 19, 2010 - - $ - $ -
Shares issued for cash 20,000,000 $ 2,000 - 2,000
Net Income - - - -
---------- --------- --------- -----------
Balance, July 31, 2010 20,000,000 2,000 $ - $ -
---------- --------- --------- -----------
Net Income - - - -
Balance, Sept. 30, 2010 20,000,000 $ 2,000 $ - $ 2,000
---------- --------- --------- -----------
See the accompanying notes to the condensed financial statements
F-4
SHERWOOD ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENT OF CASH FLOWS
For the Three Months Ended September 30, 2010
and for the Period from July 31, 2010 (Inception) to Sept. 30, 2010
(Unaudited)
------------------------
For the Period from
For the three July 31, 2010
Months Ended (Inception) to
Sept.30, 2010 Sept.30, 2010
-------------- ----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock 2,000 2,000
------------ ------------
Net Cash Flows from Financing Activities 2,000 2,000
------------ ------------
INCREASE IN CASH 2,000 2,000
CASH AT BEGINNING OF PERIOD - -
------------ ------------
CASH At END OF PERIOD $ 2,000 $ 2,000
============ ============
See accompanying notes to condensed financial statements
F-5
Sherwood Acquisition Corporation
Notes to Condensed Financial Statements
For the Three Months Ended September 30, 2010
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 Condensed Financial Statements
For the Three Months Ended September 30, 2010
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 September 30, 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.
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 September 30,
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.
F-7
Sherwood Acquisition Corporation
Notes to Condensed Financial Statements
For the Three Months Ended September 30, 2010
NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS
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.
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
January 26, 2011, the date the financial statements were issued.
F-8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS 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 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.
The president of Sherwood is the president, director and
shareholder of Tiber Creek Corporation. Tiber Creek Corporation assists
companies in becoming public reporting companies and with introductions
to the financial community. To become a public company, Tiber Creek
Corporation may recommend that a company file a registration statement,
most likely on Form S-1, or alternatively that a company first effect a
business combination with Sherwood and then subsequently file a
registration statement. A company may choose to effect a business
combination with Sherwood before filing a registration statement as such
method may be an effective way to obtain exposure to the brokerage
community.
Tiber Creek will typically enter into an agreement with the target
company for assisting it to become a public reporting company and for the
preparation and filing of a registration statement and the introduction to
brokers and market makers. The target company pays Tiber Creek
Corporation for such services. Such services include, if appropriate, the
use of Sherwood. Sherwood will only be used as part of such process
and is not offered for sale. If the target company chooses to enter into
business combination with Sherwood, the registration statement will be
prepared after such business combination. The terms of a business
combination may provide for redemption of all or part of their stock in
Sherwood, usually at par.
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.
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.
A 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.
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.
As of September 30, 2010, Sherwood has not generated revenues and has
no income or cash flows from operations since inception. The continuation
of Sherwood as a going concern is dependent upon financial support from
its stockholders, its ability to obtain necessary equity financing to
continue operations, to successfully locate and negotiate with a business
entity for the combination of that target company with Sherwood . Tiber
Creek Corporation will pay all expenses incurred by Sherwood until a
business combination is effected, without repayment.
In February 2010, the FASB issued ASU 2010-09, "Subsequent Events
(Topic 855): Amendments to Certain Recognition and Disclosure
Requirements." This update addresses both the interaction of the
requirements of Topic 855, Subsequent Events, with the SEC's reporting
requirements and the intended breadth of the reissuance disclosures
provision related to subsequent events (paragraph 855-10-50-4). The
amendments in this update have the potential to change reporting by both
private and public entities, however, the nature of the change may vary
depending on facts and circumstances. The adoption of ASU 2010-09
did not have a material impact on the Company's results of operations
or financial condition.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.
Information not required to be filed by Smaller reporting companies.
ITEM 4. Controls and Procedures.
Disclosures and Procedures
Pursuant to Rules adopted by the Securities and Exchange Commission,
the Company carried out an evaluation of the effectiveness of the design
and operation of its disclosure controls and procedures pursuant to
Exchange Act Rules. This evaluation was done as of the end of the
period covered by this report under the supervision and with the
participation of the Company's principal executive officer (who is
also the principal financial officer).
Based upon that evaluation, he believes that the Company's
disclosure controls and procedures are effective in gathering, analyzing
and disclosing information needed to ensure that the information
required to be disclosed by the Company in its periodic reports is
recorded, processed, summarized and reported, within the time periods
specified in the Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed
to ensure that information required to be disclosed by an issuer in the
reports that it files or submits under the Act is accumulated and
communicated to the issuer's management, including its principal executive
and principal financial officers, or persons performing similar functions,
as appropriate to allow timely decisions regarding required disclosure.
This Quarterly Report does not include an attestation report of
the Company's registered public accounting firm regarding internal
control over financial reporting. Management's report was not subject
to attestation by the Company's registered public accounting firm
pursuant to temporary rules of the Securities and Exchange
Commission that permit the Company to provide only management's
report in this Quarterly Report.
Changes in Internal Controls
There was no change in the Company's internal control over
financial reporting that was identified in connection with such
evaluation that occurred during the period covered by this report
that has materially affected, or is reasonably likely to materially
affect, the Company's internal control over financial reporting.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings against the Company and the Company
is unaware of such proceedings contemplated against it.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the past three years, Sherwood has issued 20,000,000
common shares pursuant to Section 4(2) of the Securities Act of 1933 for
an aggregate purchase price of $2,000:
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 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
(a) Not applicable.
(b) Item 407(c)(3) of Regulation S-K:
During the quarter covered by this Report, there have not been
any material changes to the procedures by which security holders
may recommend nominees to the Board of Directors.
ITEM 6. EXHIBITS
(a) Exhibits
31 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
32 Certification of the Chief Executive Officer and Chief
Financial Officer 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.
SHERWOOD ACQUISITION CORPORATION
By: /s/ James M. Cassidy
President, Chief Financial Officer
Dated: February 16, 2011