SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2011
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 000-54147
OAKWOOD ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 27-3567767
(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
March 31, 2011
Common Stock, par value $0.0001 20,000,000
Documents incorporated by reference: None
FINANCIAL STATEMENTS
Balance Sheets as of March 31, 2011 and December 31, 2010 2
Statements of Operations for the Three Months Ended
March 31, 2011 and for the Period from July 19, 2010
(Inception) to March 31, 2011 3
Statement of Changes in Stockholders' Equity for the
Period from July 19, 2010 (Inception) to March 31, 2011l 4
Statements of Cash Flows for the Three Months Ended
March 31, 2011 and for the Period from July 19, 2010
(Inception) to March 31, 2011 5
Notes to Financial Statements 6-8
OAKWOOD ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
As of March 31, 2011 and December 31, 2010
ASSETS
------
March 31, December 31,
2011 2010
---------- ------------
(Unaudited)
Current Assets
Cash $ 2,000 $ 2,000
-------- ---------
TOTAL ASSETS $ 2,000 $ 2,000
======== ========
STOCKHOLDERS' EQUITY
Stockholders' Equity
Common Stock, $0.0001 Par Value,
100,000,000 Shares Authorized;
20,000,000 Shares Issued and
Outstanding $ 2,000 $ 2,000
Additional paid-in capital 1,250 1,250
Accumulated deficit (1,250) (1,250)
--------- ---------
Total Stockholders' Equity 2,000 2,000
--------- ---------
TOTAL STOCKHOLDERS' EQUITY $ 2,000 $ 2,000
========= =========
See the accompanying notes to the condensed financial statements
F-2
OAKWOOD ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
for the Quarter Ended March 31, 2011 and for the
Period from July 19, 2010 (Inception) to March 31, 2011
(UNAUDITED)
For the Period
Three-months Ended from July 19, 2010
March 31 (Inception) to
2011 March 31, 2011
<c> <c>
------------- ---------------
Sales - net $ - $ -
Cost of sales - -
============= ==============
Gross profit - -
============= ==============
Operating Expenses - 1,250
============= ==============
Net loss $ - $ (1,250)
============= ==============
Loss per Share - basic and diluted $ -
=============
Weighted Average Shares - 20,000,000
basic and diluted =============
See accompanying notes to condensed financial statements
F-3
OAKWOOD ACQUISITION CORPORATION
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
for the period from July 19, 2010 (Inception) to March 31, 2011
Total
Additional Stock-
Common Stock Paid-In Accumulated holders'
Shares Amount Capital Deficit Equity
---------- --------- --------- ----------- ---------
Balance, July 19, 2010 - $ - $ - $ - $ -
(Inception)
Shares issued for cash 20,000,000 2,000 - - 2,000
Expenses paid by shareholders - - 1,250 - 1,250
Net Loss - - - (1,250) (1,250)
---------- --------- --------- ----------- ---------
Balance, December 31, 2010 20,000,000 $ 2,000 $ 1,250 $ (1,250) $ 2,000
---------- --------- --------- ----------- ---------
Net loss - - - - -
---------- --------- --------- ----------- ---------
Balance, March 31, 2011 20,000,000 $ 2,000 $ 1,250 $ (1,250) $ 2,000
(Unaudited) ---------- --------- --------- ----------- ---------
See the accompanying notes to the condensed financial statements
F-4
OAKWOOD ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
For the Three Months Ended March 31, 2011
and for the Period from July 19, 2010 (Inception) to March 31, 2011
(Unaudited)
------------------------
For the Period from
Three Months July 19, 2010
Ended March 31, (Inception) to
2011 March 31, 2011
-------------- ----------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ - $ (1,250)
Net Cash Provided by Operating Activities - (1,250)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock - 2,000
Proceeds from stockholders' paid-in capital - 1,250
------------ ------------
Net Cash Flows from Financing Activities - 3,250
------------ ------------
Net increase in cash - 2,000
Cash at beginning of period 2,000 -
------------ ------------
Cash at end of period $ 2,000 $ 2,000
============ ============
See accompanying notes to condensed financial statements
F-5
Oakwood Acquisition Corporation
(A DEVELOPMENT STAGE COMPANY)
Notes to Financial Statements
NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT POLICIES
NATURE OF OPERATIONS
Oakwood Acquisition Corporation ("Oakwood" or "the Company") 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. Oakwood 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. Oakwood will attempt to locate and negotiate with
a business entity for the combination of that target company with
Oakwood. 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 Oakwood will be successful in locating or
negotiating with any target company. Oakwood 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.
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.
Oakwood Acquisition Corporation
(A DEVELOPMENT STAGE COMPANY)
Notes to Financial Statements
NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT POLICIES
(CONTINUED)
LOSS PER COMMON SHARE
Basic loss per common shares excludes dilution and is computed by
dividing net income by the weighted average number of common shares
outstanding during the period. Diluted loss 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 loss
of the entity. As of March 31, 2011 there are no outstanding dilutive
securities.
FAIR VALUE OF FINANCIAL INSTRUMENTS
FASB ASC 820 "Fair Value Measurements and Disclosures" establishes a
three-tier fair value hierarchy, which prioritizes the inputs in measuring
fair value. The hierarchy prioritizes the inputs into three levels based
on the extent to which inputs used in measuring fair value are observable
in the market.
These tiers include:
Level 1: defined as observable inputs such as quoted prices in active
markets;
Level 2: defined as inputs other than quoted prices in active markets
that are either directly or indirectly observable; and
Level 3: defined as unobservable inputs in which little or no market
data exists, therefore requiring an entity to develop its
own assumptions.
The carrying amounts of financial assets and liabilities, such as cash and
cash equivalents and accrued liabilities approximate their fair values
because of the short maturity of these instruments.
Note 2 - GOING CONCERN
The Company has sustained operating losses since inception of the
Company on July 19, 2010. Additionally, the Company has total
stockholders' deficit of $1,250 at March 31, 2011. The Company also has
a net loss from operations of $1,250 for the period from inception to March
31, 2011. The Company's continuation as a going concern is dependent on
its ability to generate sufficient cash flows from operations to meet its
obligations, which it has not been able to accomplish to date, and /or
obtain additional financing from its stockholders and/or other third
parties.
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. 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
Oakwood Acquisition Corporation.
Tiber Creek Corporation, a company affiliated with management, will
pay all expenses incurred by Oakwood until a business combination is
effected, without repayment. There is no assurance that Oakwood will
ever be profitable. The financial statements do not include any
adjustments to reflect the possible future effects on the recoverability
and classification of assets or the amounts and classifications of
liabilities that may result should the Company be unable to continue as
a going concern.
Oakwood Acquisition Corporation
(A DEVELOPMENT STAGE COMPANY)
Notes to Financial Statements
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 now. The adoption of this ASU did
not have a material impact on our 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
valuemeasurements 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 Level 2 or Level
3. The new disclosures and clarifications of existing disclosures are
effective now. The adoption of the ASU's did not have a material impact
on the financial statements.
NOTE 4 - RELATED PARTY TRANSACTIONS
On July 31, 2010, the Company issued 20,000,000 common shares to its
sole director and officer for $2,000 in cash.
NOTE 5 SUBSEQUENT EVENTS
In preparing these financial statements, the Company has evaluated events
and transactions for potential recognition or disclosure through May 14,
2011, the date the financial statements were issued.
On May 12, 2011, Oakwood Acquisition Corporation entered into
an agreement with Wooldridge Investments Inc. for the change in control
of Oakwood Acquisition Corporation. Pursuant to the agreement, Wooldridge
Investments Inc. will be issued shares of common stock as designated by it.
Simultaneously 9,750,000 shares of each two current shareholders of
Oakwood Acquisition will be redeemed by Oakwood leaving each such original
shareholder with 250,000 shares of common stock. The current directors
will resign and new officers and directors will be appointed.
The change in control has not yet occurred and a Form 8-K will
be filed when such change does occur.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Oakwood Acquisition Corporation ("Oakwood") 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. Oakwood 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.
Oakwood 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 Oakwood 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 Oakwood and then subsequently file a
registration statement. A company may choose to effect a business
combination with Oakwood 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 Oakwood. Oakwood 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 Oakwood, 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
Oakwood, 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, Oakwood 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 Oakwood
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.
Oakwood has, and will continue to have, no capital with which to
provide the owners of business entities with any cash or other assets.
However, Oakwood offers owners of acquisition candidates the
opportunity to acquire a controlling ownership interest in a reporting
company.
As of March 31, 2011, Oakwood has not generated revenues and has
no income or cash flows from operations since inception. The continuation
of Oakwood 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 Oakwood . Tiber
Creek Corporation will pay all expenses incurred by Oakwood until a
business combination is effected, without repayment.
On May 12, 2011, Oakwood Acquisition Corporation entered into
an agreement with Wooldridge Investments Inc. for the change in control
of Oakwood Acquisition Corporation.
Tiber Creek Corporation is a shareholder of Oakwood
Acquisition Corporation and acted on behalf of Oakwood Acquisition
Corporation in locating a target company with which to effect a
business transaction.
Pursuant to the agreement, Wooldridge Investments Inc. will
be issued shares of common stock as designated by it. Simultaneously
9,750,000 shares of each two current shareholders of Oakwood Acquisition
will be redeemed by Oakwood leaving each such original shareholder with
250,000 shares of common stock. The current directors will resign
and new officers and directors will be appointed.
The change in control has not yet occurred and a Form 8-K will
be filed when such change does occur.
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, Oakwood 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, Oakwood 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.
OAKWOOD ACQUISITION CORPORATION
By: /s/ James M. Cassidy
President, Chief Financial Officer
Dated: May 13, 2011