U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of
the Securities Exchange Act of 1934
COTTONWOOD ACQUISITION CORPORATION
-----------------------------
(Exact name of registrant as specified in its charter)
Delaware 45-1877140
------------------ ------------------------------
(State or other jurisdiction (I.R.S. Employer Identification
of incorporation or organization) No.)
9454 Wilshire Boulevard, Suite 612
Beverly Hills, California 90212
------------------------------------------------------------
(Address of principal executive offices ) (Zip Code)
Registrant's telephone number, including area code: 202/387-5400
Securities to be registered
pursuant to Section 12(b) of the Act: None
Securities to be registered
pursuant to 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 filer
Non-accelerated filed Smaller reporting company X
______________________________________________________________________
ITEM 1. BUSINESS.
Cottonwood Acquisition Corporation ("Cottonwood") was incorporated
on April 20, 2011 under the laws of the State of Delaware to engage in any
lawful corporate undertaking, including, but not limited to, selected
mergers and acquisitions. Cottonwood 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.
Cottonwood 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 Cottonwood 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 Cottonwood and then subsequently file a
registration statement. A company may choose to effect a business
combination with Cottonwood 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 Cottonwood. Cottonwood 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 Cottonwood, 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
Cottonwood, usually at par.
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.
No assurances can be given that Cottonwood will be successful in
locating or negotiating with any target company.
Cottonwood has not generated revenues and has no income or cash
flows from operations since inception. The continuation of Cottonwood
as a going concern is dependent upon financial support from its
stockholders, its ability to obtain necessary equity financing to
1
______________________________________________________________________
continue operations, to successfully locate and negotiate with a business
entity for the combination of that target company with Cottonwood . Tiber
Creek Corporation will pay all expenses incurred by Cottonwood until a
business combination is effected, without repayment. There is no assurance
that Cottonwood will ever be profitable.
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 Direct Public Offering
Certain private companies may find the use of a business combination
with a public reporting company prior to filing its initial public offering
attractive for several reasons including:
+ easier to obtain an underwriter;
+ establishment of a public record and public filings for use with
FINRA application;
+ possible delays in the public offering process;
+ greater visibility to the financial community.
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:
2
______________________________________________________________________
+ no investment capital raised through a business combination;
+ no underwriter support of trading;
+ increased expenses for meeting reporting requirements.
Potential Target Companies
Business entities, if any, which may be interested in a combination
with Cottonwood 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 Cottonwood and the substitution by the target
company of its own management and board of directors.
No assurances can be given that Cottonwood 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 Cottonwood
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. Cottonwood will not
make any efforts to cause a market to develop in its securities until such
time as Cottonwood has successfully implemented a business combination
and it is no longer classified as a blank check company.
Cottonwood is voluntarily filing this registration statement with the
Securities and Exchange Commission and is under no obligation to do so
3
______________________________________________________________________
under the Exchange Act. Cottonwood 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 Cottonwood. Since a principal benefit of a
business combination with Cottonwood would normally be considered its
status as a reporting company, it is anticipated that Cottonwood 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 president and a director of Cottonwood and
the sole officer, shareholder and director of Tiber Creek Corporation,
which is a 50% shareholder of Cottonwood. James K. McKillop is the vice
president and a director of Cottonwood and the sole manager and member
of MB Americus LLC which is a 50% shareholder of Cottonwood.
Cottonwood has no employees nor are there any other persons than
Mr. Cassidy and Mr. McKillop who devote any of their time to its affairs.
All references herein to management of Cottonwood are to Mr. Cassidy and
Mr. McKillop. The inability at any time of either of these individuals
to devote sufficient attention to Cottonwood 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.
Cottonwood 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.
4
______________________________________________________________________
ITEM 1A. RISK FACTORS
The business of Cottonwood is subject to numerous risk factors, including
the following:
Cottonwood has no operating history nor revenue with minimal
assets and operates at a loss and its continuation as a going concern is
dependent uponsupport from its stockholders or obtaining additional
capital.
Cottonwood has had no operating history nor any revenues or earnings
from operations. Cottonwood has no significant assets or financial
resources. Cottonwood has not generated revenues and has no income
or cash flows from operations since inception. Cottonwood 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.
The continuation of Cottonwood 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 Cottonwood. Tiber Creek Corporation, a company
affiliated with management, will pay all expenses incurred by Cottonwood
until a business combination is effected, without repayment. There is no
assurance that Cottonwood will ever be profitable.
Company has only two directors, officers and shareholders
The only officers and directors of Cottonwood are James M. Cassidy
and James K. McKillop. Because management consists of only these two
persons, Cottonwood does not benefit from multiple judgments that a
greater number of directors or officers would provide. Cottonwood will
rely completely on the judgment of its officers and directors when
selecting a target company. Mr. Cassidy and Mr. McKillop anticipate
devoting only a limited amount of time to the business of Cottonwood.
Neither Mr. Cassidy nor Mr. Mr. McKillop has entered into written
employment agreements with Cottonwood and they are not expected to do
so. Cottonwood has not obtained key man life insurance on either officer or
director. The loss of the services of either Mr. Cassidy or Mr. McKillop
could adversely affect development of the business of Cottonwood and its
likelihood of commencing operations.
5
______________________________________________________________________
Conflicts of interest.
Mr. Cassidy, the president of Cottonwood, participates in other
business ventures which may compete directly with Cottonwood. 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 Cottonwood after a business
combination. Such services may include the preparation and filing of a
registration statement to allow the public trading of Cottonwood's
securities and the introduction to brokers and market makers. Such
benefits may influence management's choice of a target company. The
certificate of incorporation of Cottonwood provides that Cottonwood may
indemnify officers and/or directors of Cottonwood for liabilities, which can
include liabilities arising under the securities laws. Assets of Cottonwood
could be used or attached to satisfy any liabilities subject to such
indemnification.
The proposed operations of Cottonwood are speculative.
The success of the proposed business plan of Cottonwood 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 Cottonwood 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 Cottonwood had
more funds available to it, would be desirable. In the event Cottonwood
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 Cottonwood. There is no assurance that
Cottonwood can identify a target company and consummate a business
combination.
The Company will seek only one business combination and as such
there is no diversification of investment.
The purpose of Cottonwood is to seek, and 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. Cottonwood may participate in a business venture of virtually any
kind or nature and it will not restrict its search to any specific business,
industry, or geographical location. Management anticipates that
Cottonwood will be able to participate in only one potential business
venture because Cottonwood has nominal assets and limited financial
resources. This lack of diversification should be considered a substantial
risk to the shareholders of Cottonwood because it will not permit
Cottonwood to offset potential losses from one venture against gains from
another.
6
______________________________________________________________________
Possible classification as a penny stock.
In the event that a public market develops for the securities of
Cottonwood 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 Cottonwood, 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.
Cottonwood 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
Cottonwood. Nearly all such entities have significantly greater financial
resources, technical expertise and managerial capabilities than Cottonwood
and, consequently, Cottonwood will be at a competitive disadvantage in
identifying possible business opportunities and successfully completing a
business combination. Moreover, Cottonwood 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.
Tiber Creek is continually in discussion with various entities who
are considering the use of a reporting company as part of the process of
going public. As of the date of this registration statement, Cottonwood
has no current arrangement, agreement or understanding with respect
to engaging in a business combination with a specific entity. When,
if at all, Cottonwood enters into a business combination it will file
the required reports with the Securities and Exchange Commission. There
can be no assurance that Cottonwood 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. Cottonwood 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 Cottonwood would not
consider a business combination with such business entity. Accordingly,
7
______________________________________________________________________
Cottonwood 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 Cottonwood will be
able to negotiate a business combination on terms favorable to Cottonwood.
Reporting requirements may delay or preclude acquisition.
Pursuant to the requirements of Section 13 of the Exchange Act,
Cottonwood 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 Cottonwood.
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 Cottonwood at the time of entering into
an agreement for a business combination. In cases where audited financial
statements are unavailable, Cottonwood 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 Cottonwood.
Regulation under Investment Company Act.
In the event Cottonwood engages in business combinations which result
in Cottonwood holding passive investment interests in a number of entities,
Cottonwood 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, Cottonwood would be
required to register as an investment company and could be expected to
incur significant registration and compliance costs. Cottonwood has
obtained no formal determination from the Securities and Exchange
Commission as to the status of Cottonwood under the Investment Company
Act of 1940. Any violation of such Act could subject Cottonwood to
material adverse consequences.
8
______________________________________________________________________
Probable change in control and management.
A business combination involving the issuance of the common stock of
Cottonwood will, in all likelihood, result in shareholders of a target
company obtaining a controlling interest in Cottonwood. As a condition of
the business combination agreement, the shareholders of Cottonwood may
agree to sell, transfer or retire all or a portion of their stock of
Cottonwood to provide the target company with all or majority control.
The resulting change in control of Cottonwood will likely result in removal
of the present officers and directors of Cottonwood and a corresponding
reduction in or elimination of their participation in the future affairs
of Cottonwood.
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 Cottonwood may increase or decrease, perhaps
significantly.
Federal and state tax consequences will, in all likelihood, be major
considerations in any business combination Cottonwood 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. Cottonwood intends to structure any business
combination so as to minimize the federal and state tax consequences to
both Cottonwood 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 Cottonwood 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,
9
______________________________________________________________________
resource self-sufficiency, balance of payments positions, and in other
respects. Any business combination with a foreign company may result in
control of Cottonwood 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 Cottonwood.
ITEM 2. FINANCIAL INFORMATION
PLAN OF OPERATION.
Cottonwood has had no operating history nor any revenues or earnings
from operations. Cottonwood has no significant assets or financial
resources. The Company has not generated revenues and has no income or
cash flows from operations since inception. Cottonwood 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.
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 Cottonwood. Tiber Creek Corporation, a company
affiliated with management, will pay all expenses incurred by Cottonwood
until a business combination is effected, without repayment although no
loan agreement or other contract has been entered into regarding such
payment by Tiber Creek.
There is no assurance that Cottonwood will ever be profitable.
Cottonwood has no operations nor does it currently engage in any
business activities generating revenues. Cottonwood's principal business
objective for the following 12 months is to achieve a business combination
with a target company.
Cottonwood 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, including
accounting fee and (ii) payment of annual corporate fees. It is
anticipated that such expenses will not exceed $5,000 although Tiber Creek
has not set a limit on the amount of expenses it will pay on behalf of
Cottonwood. Tiber Creek Corporation will pay all expenses of the Company
without repayment until such timeas a business combination is effected.
10
______________________________________________________________________
Search for Target Company
Tiber Creek Corporation will supervise the search for target companies
as potential candidates for a business combination.
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 Cottonwood 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 Cottonwood 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.
In addition, the officers and directors of Cottonwood will seek to
locate a target company. It is anticipated that those officers and
directors will attempt to locate target companies through the use of
contacts and introductions from persons known to them.
Once a target company is located, the board of directors of
Cottonwood will determine whether to enter into a business combination
with such target. The directors of Cottonwood are also its only
shareholders and will be provided with the information necessary to
determine whether to enter into such a business combination.
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.
Management of Cottonwood
Cottonwood has no full time employees. James M. Cassidy and James K.
McKillop are the officers and directors of Cottonwood and its indirect
beneficial shareholders. Mr. Cassidy, as president of Cottonwood, and Mr.
McKillop as vice president, will allocate a limited portion of time to the
activities of Cottonwood without compensation. Potential conflicts may
arise with respect to the limited time commitment by management and the
potential demands of the activities of Cottonwood.
11
______________________________________________________________________
The amount of time spent by Mr. Cassidy or Mr. McKillop on the
activities of Cottonwood 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 that will actually be required to spend to review suitable target
companies.
General Business Plan
The purpose of Cottonwood is to seek, investigate and, if such
investigation warrants, effect a business combination with a business
entity which desires to seek the perceived advantages of a corporation
which has a class of securities registered under the Exchange Act.
Cottonwood will not restrict its search to any specific business, industry,
or geographical location and Cottonwood 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
Cottonwood has nominal assets and limited financial resources. This lack
of diversification should be considered a substantial risk to the
shareholders of Cottonwood because it will not permit Cottonwood to offset
potential losses from one venture against gains from another.
Cottonwood 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.
Cottonwood has, and will continue to have, no capital with which to
provide the owners of business entities with any cash or other assets.
However, Cottonwood offers owners of acquisition candidates the
opportunity to acquire a controlling ownership interest in a reporting
company.
12
______________________________________________________________________
The analysis of new business opportunities will be undertaken by,
or under the supervision of, the officers and directors of Cottonwood.
In analyzing prospective business opportunities, Cottonwood 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 Cottonwood
to search for and enter into potential business opportunities.
Cottonwood is subject to the reporting requirements of the
Exchange Act. Included in these requirements is the duty of Cottonwood
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 Cottonwood 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,
Cottonwood will only have access to unaudited and possibly limited
financial information about the target company in making a decision to
combine with that company.
Cottonwood 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 Cottonwood 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 Cottonwood
may offer.
Following a business combination Cottonwood may require the
services of others in regard to accounting, legal services, underwritings
and corporate public relations. Tiber Creek Corporation may recommend
one or more underwriters, financial advisors, accountants, public relations
firms or other consultants to provide such services.
13
______________________________________________________________________
Terms of a Business Combination
In implementing a structure for a particular business acquisition,
Cottonwood 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 Cottonwood will no longer
be in control of Cottonwood. In addition, it is likely that the officers
and directors of Cottonwood 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. Cottonwood will likely
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 Cottonwood has entered into an
agreement for a business combination or has consummated a business
combination and Cottonwood 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 Cottonwood
may depress the market value of the securities of Cottonwood in the
future if such a market develops, of which there is no assurance.
While the terms of a business transaction to which Cottonwood 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.
Cottonwood 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 and James McKillop, the officers and directors of
Cottonwood, will provide their services without charge or repayment by
Cottonwood.
Undertakings and Understandings Required of Target Companies
As part of a business combination agreement, Cottonwood intends to
obtain certain representations and warranties from a target company as to
its conduct following the business combination. Such representations and
14
______________________________________________________________________
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 Cottonwood, when and if listed for
secondary trading, may depend in great measure upon the willingness and
efforts of successor management to encourage interest in Cottonwood
within the United States financial community. Cottonwood 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
Cottonwood'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 Cottonwood's securities, which may
result in a significant pressure on their market price. Cottonwood may
consider the ability and commitment of a target company to actively
encourage interest in Cottonwood's securities following a business
combination in deciding whether to enter into a transaction with such
company.
A business combination with Cottonwood separates the process of
becoming a public company from the raising of investment capital. As a
result, a business combination with Cottonwood 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.
Cottonwood 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
Cottonwood 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 Cottonwood. In view of Cottonwood's combined extremely
limited financial resources and limited management availability,
Cottonwood will continue to be at a significant competitive disadvantage
compared to Cottonwood's competitors.
15
______________________________________________________________________
ITEM 3. PROPERTIES.
Cottonwood has no properties and at this time has no agreements to
acquire any properties. Cottonwood currently uses the offices of Tiber
Creek Corporation in Los Angeles, California, at no cost to Cottonwood.
Tiber Creek Corporation will continue this arrangement until Cottonwood
completes a business combination.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT.
The following table sets forth each person known by Cottonwood to be
the beneficial owner of five percent or more of the common stock of
Cottonwood, all directors individually and all directors and officers of
Cottonwood 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 Cottonwood 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 Cottonwood owned by it.
16
______________________________________________________________________
ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS
Cottonwood has two directors and officers as follows:
Name Age Positions and Offices Held
James M. Cassidy 75 President, Secretary, Director
James McKillop 51 Vice President, Director
Set forth below are the name of the directors and officers of
Cottonwood, all positions and offices held and the business experience
during at least the last five years:
James Michael Cassidy, Esq., LL.B., LL.M., serves as a director,
president and secretary of Cottonwood. 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. Cottonwood believes Mr. Cassidy to have the business experience
necessary to serve as a director of Cottonwood as it seeks to enter into a
business combination. As a lawyer involved in business transactions and
securities matters, Mr. Cassidy has had ample experience in evaluating
companies and management, understanding business plans, assisting in
capital raising and determining corporate structure and objectives.
17
______________________________________________________________________
James K. McKillop serves as a director and vice president of
Cottonwood. Mr. McKillop began his career at Merrill Lynch. Mr. McKillop
has also been involved in financial reporting and did a daily stock market
update for KPCC radio in Pasadena, California. Mr. McKillop is the founder
of MB Americus LLC which specializes in consulting and public relations.
Mr. McKillop has provided consulting services to Tiber Creek Corporation
for more than five years. Mr. McKillop has written articles for varous
publications on financial matters. He has been a past member of the World
Affairs Council. Mr. McKillop received his Bachelor of Arts in Economics
in 1984 from the University of California at Los Angeles. With his
background in financial and securities matters, Cottonwood believes Mr.
McKillop to have experience and knowledge that will serve Cottonwood in
seeking, evaluting and determining a suitable target company.
There are no agreements or understandings for the above-named
officers or directors to resign at the request of another person and the
above-named officers and directors are not acting on behalf of nor will
act at the direction of any other person.
Recent Blank Check Companies
James M. Cassidy, the president and a director of Cottonwood and
James McKillop, vice president and a director of Cottonwood, are involved
with other existing blank check companies, and in creating additional
similar companies. The initial business purpose of each of these
companies was or is to engage in a business combination with an
unidentified company or companies and each were or will be classified as
a blank check company until completion of a business combination.
18
______________________________________________________________________
The information summarizes the blank check companies with
which Mr. Cassidy and/or Mr. McKillop is or has been involved in the
past five years which filed a registration statement on Form 10 or Form
10-SB. In most instances that a business combination is transacted with
one of these companies, it is required to file a Current Report on Form
8-K describing the transaction. Reference is made to the Current Report
on Form 8-K filed for any company listed below and for additional detailed
information concerning the business combination entered into by that
company.
Cabinet Acquisition Corporation: Form 10-SB filed on 8/28/2000,
file number 0-31398. Mr. Cassidy was the sole indirect beneficial
shareholder, officer and director of the corporation. On October 8, 2009,
the corporation effected a change in control with the redemption of stock
and the issuance of additional stock and the election of new directors and
appointment of new officers. Mr. Cassidy retained 500,000 shares and
resigned from all offices and as a director.
Canistel Acquisition Corporation. Form 10 filed on May 23, 2008,
file number 000-53255. Mr. Cassidy was the sole officer and director
and Mr. McKillop was an employee of the corporation. Mr. Cassidy and Mr.
McKillop were the only shareholders and each was indirect beneficial
shareholder. On December 7, 2010, the corporation filed a form 8-K
noticing the change of control effected on December 3, 2010 with
redemption of 250,000 shares from each of the then two shareholders, the
issuance of additional shares of common stock, the election of new
directors and appointment of new officers. Mr. Cassidy and Mr. McKillop
each retained 250,000 shares. Mr. Cassidy resigned from all offices and
as a director and Mr. McKillop resigned as an employee. On December 3,
2010, Canistel changed its name to Opera Jet International, Ltd.
Console Acquisition Corporation: Form 10 filed on May 23, 2008,
file number 000-53257. Mr. Cassidy was the sole officer and director
and Mr. McKillop was an employee of the corporation. Mr. Cassidy and
Mr. McKillop were the only shareholders and each was indirect beneficial
shareholder. On December 22, 2009, the corporation filed a form 8-K
noticing the change of control effected on December 21, 2009 with the
issuance of additional shares of common stock, the election of new
directors and appointment of new officers. Mr. Cassidy and Mr. McKillop
each retained 250,000 shares. Mr. Cassidy resigned from all offices and
as a director and Mr. McKillop resigned as an employee.
Hightower Acquisition Corporation: Form 10 filed on May 23,
2008, file number 000-53258. Mr. Cassidy was the sole officer and
director and Mr. McKillop was an employee of the corporation. Mr.
Cassidy and Mr. McKillop were the only shareholders and each was
indirect beneficial shareholder. On May 12, 2010, the corporation filed
a form 8-K noticing the change of control effected on May 12, 2010
with redemption of 375,000 shares from each of the then two shareholders,
the issuance of additional shares of common stock, the election of new
directors and appointment of new officers. Mr. Cassidy and Mr. McKillop
each retained 125,000 shares. Mr. Cassidy resigned from all offices and
as a director and Mr. McKillop resigned as an employee. On May 12, 2010,
Hightower changed its name to Adelman Enterprises, Inc.
19
______________________________________________________________________
Spinnet Acquisition Corporation: Form 10 filed on May 23, 2008,
file number 000-53256 Mr. Cassidy was the sole officer and director and
Mr. McKillop was an employee of the corporation. Mr. Cassidy and Mr.
McKillop were the only shareholders and each was indirect beneficial
shareholder. On October 5, 2009 the corporation filed a form 8-K noticing
the change of control effected on September 30, 2010 with redemption of
250,000 shares from each of the then two shareholders, the issuance of
additional shares of common stock, the election of new directors and
appointment of new officers. Mr. Cassidy and Mr. McKillop each retained
250,000 shares. Mr. Cassidy resigned from all offices and as a director
and Mr. McKillop resigned as an employee. On September 30, 2009, Spinnet
changed its name to VanHolt Group, Ltd.
Greenmark Acquisition Corporation: Form 10 filed on May 23,
2008, file number 000-53259. Mr. Cassidy was the sole officer and director
and Mr. McKillop was an employee of the corporation. Mr. Cassidy and Mr.
McKillop were the only shareholders and each was indirect beneficial
shareholder. On December 14, 2010 the corporation filed a form 8-K noticing
the change of control effected on December 13, 2010 with the issuance of
additional shares of common stock, the election of new directors and
appointment of new officers. Mr. Cassidy and Mr. McKillop each retained
500,000 shares. Mr. Cassidy resigned from all offices and as a director
and Mr. McKillop resigned as an employee.
Alderwood Acquisition Corporation: Form 10 filed on October 7,
2010, file number 000-54148. Mr. Cassidy and Mr. McKillop are both
directors of the corporation and serve as president and vice president,
respectively, Mr. Cassidy and Mr. McKillop are the only shareholders and
each is indirect beneficial owner of 10,000,000 shares.
Oakwood Acquisition Corporation: Form 10 filed on October 7,
2010, file number 000-54148. Mr. Cassidy and Mr. McKillop are both
directors of the corporation and serve as president and vice president,
respectively, Mr. Cassidy and Mr. McKillop are the only shareholders and
each is indirect beneficial owner of 10,000,000 shares. On May 12, 2011,
Oakwood Acquisition Corporation entered into an agreement for a
change in control. Pursuant to the terms of the agreement, 9,750,000
shares of each two current shareholders of Oakwood Acquisition
would be redeemed by Oakwood leaving each such original shareholder with
250,000 shares of common stock and additional shares of common stock would
be issued to new shareholders. 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.
Pinewood Acquisition Corporation: Form 10 filed on October 7,
2010, file number 000-54148. Mr. Cassidy and Mr. McKillop are both
directors of the corporation and serve as president and vice president,
respectively, Mr. Cassidy and Mr. McKillop are the only shareholders and
each is indirect beneficial owner of 10,000,000 shares. On May 12, 2011,
Pinewood Acquisition Corporation entered into an agreement for a
change in control. Pursuant to the terms of the agreement, 9,750,000
shares of each two current shareholders of Pinewood Acquisition
would be redeemed by Pinewood leaving each such original shareholder with
250,000 shares of common stock and additional shares of common stock would
be issued to new shareholders. 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.
Sherwood Acquisition Corporation: Form 10 filed on October 7,
2010, file number 000-54148. Mr. Cassidy and Mr. McKillop are both
directors of the corporation and serve as president and vice president,
respectively, Mr. Cassidy and Mr. McKillop are the only shareholders and
each is indirect beneficial owner of 10,000,000 shares.
Conflicts of Interest
The officers and directors of Cottonwood have organized and expect to
organize other companies of a similar nature and with a similar purpose.
Consequently, there are potential inherent conflicts of interest. In
addition, insofar as either Mr. Cassidy or Mr. McKillop may be engaged in
other business activities, they may devote only a portion of time to the
affairs of Cottonwood.
Messrs. Cassidy and McKillop are also the directors of, and sole
beneficial shareholders of the following companies which have filed
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:
Beachwood Acquisition Corporation
Boxwood Acquisition Corporation
Driftwood Acquisition Corporation
Moosewood Acquisition Corporation
In addition to the above listed companies, at the time of the filing
of this registration statement, Mr. Cassidy and Mr. McKillop are the sole
shareholders of Alderwood Acquisition Corporation and Sherwood Acquisition
Corporation which are blank check companies with a purpose similar to that
of Cottonwood.
A conflict may arise with these listed blank check companies which
also seek target companies. It is anticipated that target companies will
be located for Cottonwood and other blank check companies in chronological
order of the date of filing of the Form 10 registration statement of such
blank check companies with the Securities and Exchange Commission or,
in the case of blank check companies with the same filing date,
alphabetically, or by arbitrary selection.
20
______________________________________________________________________
Other blank check companies may differ from Cottonwood 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 companymay be more suitable for or may prefer a certain
blank check company other than Cottonwood. In such case, a business
combination might be negotiated on behalf of the more suitable or
preferred blank check company.
Mr. Cassidy and/or Mr. McKillop may become associated with
additional blank check companies prior to the time that Cottonwood has
effected a business combination.
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
Cottonwood. Mr. Cassidy intends to devote as much time to the activities
of Cottonwood 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 Cottonwood.
Mr. Cassidy is the president, sole director and shareholder of
Tiber Creek Corporation, which is a shareholder of Cottonwood. At the
time of a business combination, some or all of the shares of common stock
owned by Tiber Creek Corporation may be retired by Cottonwood. The
amount of common stock which may be sold or continued to be owned by
Tiber Creek Corporation cannot be determined at this time.
Mr. McKillop is the manager and sole member of MB Americus
LLC which is a shareholder of Cottonwood. At the time of a business
combination, some or all of the shares of common stock owned by MB
Americus LLC may be purchased or retired by Cottonwood. The amount
of common stock which may be sold or continued to be owned by MB
Americus cannot be determined at this time.
The terms of a business combination may provide for a nominal
payment by cash to Tiber Creek Corporation and MB Americus LLC for
the retirement of all or part of the common stock of Cottonwood owned by
them.
Investment Company Act of 1940
Although Cottonwood will be subject to regulation under the
Securities Act and the Exchange Act, management believes Cottonwood
will not be subject to regulation under the Investment Company Act of
1940 insofar as Cottonwood will not be engaged in the business of
investing or trading in securities.
21
______________________________________________________________________
In the event Cottonwood engages in business combinations which
result in Cottonwood holding passive investment interests in a number of
entities, Cottonwood could be subject to regulation under the Investment
Company Act of 1940. In such event, Cottonwood would be required to
register as an investment company and could be expected to incur
significant registration and compliance costs. Cottonwood has obtained
no formal determination from the Securities and Exchange Commission as
to the status of Cottonwood under the Investment Company Act of 1940.
Any violation of such Act would subject Cottonwood to material adverse
consequences.
ITEM 6. EXECUTIVE COMPENSATION
The officers and directors of Cottonwood do not receive any
compensation for services to Cottonwood, have not received such
compensation in the past, and are not accruing any compensation.
However, the officers and directors of Cottonwood are also indirect
beneficial shareholders and anticipate receiving possible benefits as
beneficial shareholders if the value of the shares of Cottonwood increase
after a business transaction is effected as in such business transaction
they will likely retain some of their shares in Cottonwood and would
benefit from any such increase in share value.
Cassidy & Associates may perform legal services for Cottonwood
after the business combination and Mr. Cassidy is a principal of such
law firm.
No retirement, pension, profit sharing, stock option or insurance
programs or other similar programs have been adopted by Cottonwood for
the benefit of employees.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS AND DIRECTOR INDEPENDENCE.
Cottonwood has issued a total of 20,000,000 shares of common stock
pursuant to Section 4(2) of the Securities Act for a total of $2,000
in cash.
James M. Cassidy is president and a director of Cottonwood and the sole
officer, director and the shareholder of Tiber Creek Corporation,
which is a 50% shareholder of Cottonwood.
James McKillop is vice president and a director of Cottonwood and the
sole manager and member of MB Americus LLC, which is a 50% shareholder
of Cottonwood.
As the organizers and developers of Cottonwood, James M. Cassidy and
James McKillop may be considered promoters. Mr. Cassidy has provided
services to Cottonwood without charge consisting of preparing and filing
22
______________________________________________________________________
the charter corporate documents and preparing this registration statement.
Tiber Creek Corporation, a company of which Mr. Cassidy is the sole director,
officer and shareholder, has paid and will continue to pay all expenses
incurred by Cottonwood until a business combination is effected, without
repayment. Tiber Creek is a shareholder of Cottonwood and may receive
benefits in the future if the company is able to effect a business combination
beneficial to the company.
Cottonwood 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 neither Mr. Cassidy nor Mr. McKillop would not be considered
independent directors if it were to do so.
ITEM 8. LEGAL PROCEEDINGS
There is no litigation pending or threatened by or against
Cottonwood.
ITEM 9. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON
EQUITY AND RELATED STOCKHOLDER MATTERS
(a) Market Price. There is no trading market for Cottonwood'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. There is no common stock or other
equity subject to any outstanding options or warrants or any securities
convertible into common stock of Cottonwood nor is any common stock
currently being publicly offered by Cottonwood. At the time of this
registration, no shares issued by Cottonwood are available for sale pursuant
to Rule 144 promulgated pursuant to the Rules and Regulations of the
Securities and Exchange Commission but after the requisite holding period,
the shareholders of Cottonwood could offer their shares for sale pursuant
to such rule. However, all the shareholders of Cottonwood are officers and
directors and as such are subject to the rules governing affiliated persons
for sales pursuant to Rule 144.
(b) Holders. The issued and outstanding shares of the common stock
of Cottonwood were issued to two shareholders in accordance with the
exemptions from registration afforded by Section 4(2) of the Securities
Act of 1933.
(c) Dividends. Cottonwood has not paid any dividends to date, and
has no plans to do so in the immediate future. Cottonwood 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 Cottonwood's revenues and earnings, if any, capital
requirements and financial conditions. The payment of dividends would
be within the discretion of Cottonwood's Board of Directors.
23
______________________________________________________________________
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES.
During the past three years, Cottonwood 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 April 20, 2011, Cottonwood 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 REGISTRANT'S SECURITIES TO BE REGISTERED
The authorized capital stock of Cottonwood 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 Cottonwood; 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 Cottonwood, 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 Cottonwood. There are no conversion or redemption
rights or sinking fund provisions with respect to the common stock.
24
______________________________________________________________________
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 Cottonwood without further action by the shareholders and may adversely
affect the voting and other rights of the holders of common stock. At
present, Cottonwood 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 Cottonwood, 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.
Cottonwood 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 Cottonwood'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
Cottonwood, including warrants, shares underlying warrants, and debt
securities.
25
______________________________________________________________________
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)
nettangible assets of $2,000,000 or market capitalization of $35,000,000
ornet 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, Cottonwood does not meet the qualifications for listing on the
Nasdaq Capital Market, Cottonwood 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 Cottonwood 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 Cottonwood 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, Cottonwood will be required
to, and will, file reports under Section 13 of the Exchange Act. As a
result, sales of Cottonwood'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.
26
______________________________________________________________________
Transfer Agent
It is anticipated that StockTrans, Inc., Ardmore, Pennsylvania will
act as transfer agent for the common stock of Cottonwood.
Additional Information
This registration statement and all other filings of Cottonwood
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. Cottonwood'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.
Cottonwood is a smaller reporting company in accordance with Regulation
S-X.
27
______________________________________________________________________
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.
Cottonwood has not changed accountants since its formation and there are
no disagreements with the findings of its accountants.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS.
Set forth below are the audited financial statements for Cottonwood for
the period ended May 10, 2011. The following financial statements are
attached to this report and filed as a part thereof.
28
______________________________________________________________________
FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm 1
Balance Sheet as of May 10, 2011 2
Statement of Operations for the period from April 20, 2011
(Inception) to May 10, 2011 3
Statement of Changes in Stockholders' Equity for the Period
from April 20, 2011 (Inception) to May 10, 2011 4
Statement of Cash Flows for the period from April 20, 2011
(Inception) to May 10, 2011 5
Notes to Financial Statements 6-8
ANTON & CHIA CERTIFIED PUBLIC ACCOUNTANTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Cottonwood Acquisition Corporation
We have audited the accompanying balance sheet of Cottonwood
Acquisition Corporation (the "Company") as of May 10, 2011, and the
related statements of operations, stockholders' equity and cash flows
for the period from April 20, 2011 (Inception) through May 10, 2011.
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 May
10, 2011 and the results of its operations and its cash flows for the
period from April 20, 2011 (Inception) through May 10, 2011, 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 2 to the financial statements, the Company has revenues and
income since inception. Management's plans concerning these matters
are also described in Note 2, 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
May 31, 2011
Cottonwood Acquisition Corporation
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
As of May 10, 2011
ASSETS
May 10, 2011
-----------------
Current Assets
Cash $ 2,000
-----------------
Total Assets $ 2,000
=================
STOCKHOLDERS' Equity
Common Stock, $0.0001 par value,100,000,000
shares authorized; 20,000,000 shares issued
and outstanding $ 2,000
Additional paid-in capital 750
Accumulated deficit (750)
-----------------
Total Stockholders' Equity $ 2,000
-----------------
TOTAL STOCKHOLDERS' EQUITY $ 2,000
=================
See the accompanying notes to the financial statements
F-2
Cottonwood Acquisition Corporation
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
For the Period
from April 20, 2011 (Inception) to May 10, 2011
For the period from
April 20, 2011
(Inception) to
May 10, 2011
-----------------
Operating expenses $ 750
=================
Net loss $ (750)
=================
Loss per share - basic and diluted $ (0.00)
-----------------
Weighted average shares-basic and diluted 20,000,000
-----------------
See the accompanying notes to the financial statements
F-3
Cottonwood Acquisition Corporation
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKERHOLDERS' EQUITY
For the Period from April 20, 2011 (Inception) to May 10, 2011
Common Stock Additional Total
--------------------- Paid-In Accumulated Stockholders'
Shares Amount Capital Deficit Equity
Balance, April 20, 2011 - $ - $ - $ - $ -
Stocks issued for cash 20,000,000 2,000 - - 2,000
Additional paid-in
capital - - 750 - 750
Accumulated deficit - - - (750) (750)
---------- -------- -------- ----------- ---------
Balance, May 10, 2011 20,000,000 $2,000 $ 750 $ (750) $ 2,000
========== ====== ======== ========== =======
See the accompanying notes to the financial statements
F-4
Cottonwood Acquisition Corporation
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
from April 20, 2011 (Inception) to May 10, 2011
For the period from
April 20, 2011
(Inception) to
May 10, 2011
-----------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (750)
--------------
Net Cash Used by Operating Activities (750)
--------------
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from the issuance of common stock 2,000
Proceeds from stockholders' additional
paid-in capital 750
-----------------
Net Cash Flows from Financing Activities 2,750
-----------------
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
Cottonwood Acquisition Corporation
(A DEVELOPMENT STAGE COMPANY)
Notes to the Financial Statements
NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT POLICIES
NATURE OF OPERATIONS
Cottonwood Acquisition Corporation ("Cottonwood" or "the
Company") was incorporated on April 20, 2011 under the laws of the
State of Delaware to engage in any lawful corporate undertaking,
including, but not limited to, selected mergers and acquisitions.
Cottonwood 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. Cottonwood will
attempt to locate and negotiate with a business entity for the
combination of that target company with Cottonwood. 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 Cottonwood will be successful in locating or negotiating
with any target company. Cottonwood 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.
F-6
Cottonwood Acquisition Corporation
(A DEVELOPMENT STAGE COMPANY)
Notes to the 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 May 10, 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 net loss of $750 since inception of the
Company on April 20, 2011. Additionally, the Company has
accumulated deficit of $750 on May 10, 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 the Company.
F-7
Cottonwood Acquisition Corporation
(A DEVELOPMENT STAGE COMPANY)
Notes to the Financial Statements
Tiber Creek Corporation, a company affiliated with management, will
pay all expenses incurred by the Company until a business combination
is effected, without repayment. There is no assurance that the Company
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.
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 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
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 April 25, 2011, the Company issued 20,000,000 common shares to
two directors and officers 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
June 2, 2011, the date the financial statements were issued.
F-8
INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
3.1 Certificate of Incorporation of Cottonwood
Acquisition Corporation
3.2 By-Laws of Cottonwood Acquisition Corporation
3.3 Specimen stock certificate of Cottonwood
Acquisition Corporation
23.1 Consent of Independent Registered Public
Accounting Firm
* previously filed
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.
COTTONWOOD ACQUISITION CORPORATION
By: /s/ James M. Cassidy, President
Date: June 2, 2011