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 June 30, 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 000-54145
SHERWOOD ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 27-3567960
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Room 3404, Jia Ye Guo Mao Mansion
No.99 West YanLing Road
Changzhou City, JiangSu Province, China
(Address of Principal Executive Offices)
(011) 86-519-86810903
_______________________
(Registrant's Telephone Number)
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 June 30, 2011
Common Stock, par value $0.0001 20,000,000
Documents incorporated by reference: None
FINANCIAL STATEMENTS
Balance Sheets as of June 30, 2011 and December 31, 2010 F-1
Statements of Operations for the Three Months and Six
Months Ended June 30, 2011 and 2010 and for the Period
from July 19, 2010 (Inception) to June 30, 2011 F-2
Statement of Changes in Stockholders' Equity for the
Period from July 19, 2010 (Inception) to June 30, 2011 F-3
Statements of Cash Flows for the Six Months Ended June 30,
2011 and for the Period from July 19, 2010 to June 30, 2011 F-4
Notes to Financial Statements F5-F8
SHERWOOD ACQUISITION CORPORATION
(A Development Stage Company)
BALANCE SHEETS
ASSETS
June 30, December 31,
2011 2010
--------- ------------
(Unaudited)
Current Assets
Cash $ 2,000 $ 2,000
---------- ----------
TOTAL ASSETS $ 2,000 $ 2,000
========== ==========
STOCKHOLDERS' EQUITY
Stockholders' Equity
Preferred stock, $0.0001 par value,
20,000,000 shares authorized; None
outstanding $ - $ -
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
Deficit accumulated during the
development stage (1,250) (1,250)
---------- ----------
Total Stockholders' Equity (2,000) 2,000
---------- ----------
TOTAL STOCKHOLDERS' EQUITY $ 2,000 $ 2,000
========== ==========
See accompanying notes to financial statements
F-1
SHERWOOD ACQUISITION CORPORATION
(A Development Stage Company)
STATEMENT OF OPERATIONS
Three months Six months For the Period
Ended Ended from July 19, 2010
June 30, June 30, (Inception) to
2011 2011 June 30, 2011
------------ ----------- --------------
(Unaudited) (Unaudited) (Unaudited)
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 20,000,000
basic and diluted ============ ===========
See accompanying notes to financial statements
F-2
SHERWOOD ACQUISITION CORPORATION
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(UNAUDITED)
Deficit Total
Additional Accumulated Stock-
Common Stock Paid-In During the holders'
Shares Amount Capital Development Stage Equity
---------- --------- --------- ---------------- ---------
Balance, July 19, 2010
(Inception) - $ - $ - $ - $ -
Shares issued
for cash 20,000,000 2,000 - - 2,000
Expenses paid
by stockholders - - 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,
June 30, 2011 20,000,000 $ 2,000 $ 1,250 $ (1,250) $ 2,000
========== ========= ========== ============= ==========
See accompanying notes to financial statements
F-3
SHERWOOD ACQUISITION CORPORATION
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
------------------------
For the Period from
Six Months July 19, 2010
Ended June 30, (Inception) to
2011 June 30, 2011
(Unaudited) (Unaudited)
-------------- ----------------
OPERATING ACTIVITIES
Net loss $ - $ (1,250)
--------------- -----------------
Net cash used in operating activities - (1,250)
--------------- -----------------
FINANCING ACTIVITIES
Proceeds from issuance of common stock - 2,000
Proceeds from stockholders' additional
paid-in capital - 1,250
--------------- -----------------
Net Cash provided by financing activities - 3,250
--------------- -----------------
Net change in cash - 2,000
Cash,beginning of period 2,000 -
--------------- ----------------
Cash,end of period $ 2,000 $ 2,000
=============== ================
See accompanying notes to financial statements
F-4
Sherwood Acquisition Corporation
(A Development Stage Company)
Notes to Financial Statements
NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT POLICIES
NATURE OF OPERATIONS
Sherwood Acquisition Corporation ("Sherwood" 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. Sherwood has been in the
developmental stage since inception and its operations to date have been
limited to issuing shares to its original shareholders and filing this
registration statement. Sherwood will attempt to locate and negotiate with
a business entity for the combination of that target company with
Sherwood. The combination will normally take the form of a merger,
stock-for-stock exchange or stock-for-assets exchange. In most instances
the target company will wish to structure the business combination to be
within the definition of a tax-free reorganization under Section 351 or
Section 368 of the Internal Revenue Code of 1986, as amended. No
assurances can be given that Sherwood will be successful in locating or
negotiating with any target company. Sherwood has been formed to
provide a method for a foreign or domestic private company to become a
reporting company with a class of securities registered under the
Securities Exchange Act of 1934. The Company selected December 31 as
its fiscal year end.
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.
F-5
Sherwood Acquisition Corporation
(A Development Stage Company)
Notes to Financial Statements
NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT POLICIES
(CONTINUED)
INCOME TAXES
Under ASC 740, "Income Taxes", deferred tax assets and liabilities are
recognized for the future tax consequences attributable to temporary
differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are
expected to be recovered or settled. Valuation allowances are established
when it is more likely than not that some or all of the deferred tax assets
will not be realized.
LOSS PER COMMON SHARE
Basic loss per common shares excludes dilution and is computed by
dividing net loss by the weighted average number of common shares
outstanding during the period. Diluted loss per common share reflects 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 June 30, 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 approximate their
fair values because of the short maturity of these instruments.
F-6
Sherwood Acquisition Corporation
(A Development Stage Company)
Notes to Financial Statements
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 June 30, 2011. The Company also has a
net loss from operations of $1,250 for the period from inception to June
30, 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
Sherwood Acquisition Corporation.
Tiber Creek Corporation, a company affiliated with management, will
pay all expenses incurred by Sherwood until a business combination is
effected, without repayment. There is no assurance that Sherwood will
ever be profitable. 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 December 2010, the FASB issued ASU 2010-29, Disclosure of
Supplementary Pro Forma Information for Business Combinations. This
proposed ASU reflects the consensus-for-exposure in EITF Issue No.
10-G, "Disclosure of Supplementary Pro Forma Information for Business
Combinations." The Amendments in this proposed ASU specify that if a
public entity presents comparative financial statements, the entity would
disclose revenue and earnings of the combined entity as though the
business combination(s) that occurred during the current year had
occurred as of the beginning of the comparable prior annual reporting
period only. This ASU would also expand the supplemental pro forma
disclosures under Codification Topic 805, Business Combinations, to
include a description of the nature and amount of material, nonrecurring
pro forma adjustments directly attributable to the business combination.
This proposed ASU would be effective prospectively for business
combinations that are consummated on or after the beginning of the first
annual reporting period beginning on or after December 15, 2010. Early
adoption would be permitted. The adoption of this ASU did not have a
material impact to our financial statements. The new disclosures and
clarifications of existing disclosures are effective
F-7
Sherwood Acquisition Corporation
(A Development Stage Company)
Notes to Financial Statements
NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)
now, except for the disclosures about purchases, sales, issuances, and
settlements in the roll forward of activity in Level 3 fair value
measurements. Those disclosures are effective for fiscal years beginning
after December 15, 2010, and for interim periods within those fiscal
years. The Company does not expect the adoption of this ASU to have a
material impact on its financial statements.
In May 2011, the Financial Accounting Standards Board ("FASB") issued
a new accounting standard on fair value measurements that clarifies the
application of existing guidance and disclosure requirements, changes
certain fair value measurement principles and requires additional
disclosures about fair value measurements. The standard is effective for
interim and annual periods beginning after December 15, 2011. Early
adoption is not permitted. The Company does not expect the adoption of
this accounting guidance to have a material impact on its consolidated
financial statements and related disclosures.
NOTE 4 - RELATED PARTY TRANSACTIONS
On July 19, 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
August 15, 2011, the date the financial statements were available to be
issued:
Change in Control
On July 20, 2011 the following events occurred which resulted in a
change of control of the Company.
1. The Company redeemed an aggregate of 19,800,000 of the
20,000,000 shares of outstanding stock at a redemption price of
$.0001 per share for an aggregate redemption price of $1,980.
2. New officers and directors were appointed and elected and the
prior officers and directors resigned.
The Company anticipates that it may enter into a business combination
with a Chinese manufacturing company to be selected. The Company will
not make a decision on any such possible combination until it receives the
financial report of any such possible target company and management has
the opportunity to review and evaluate the report.
F-8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Sherwood Acquisition Corporation ("Sherwood") was incorporated
on July 19, 2010 under the laws of the State of Delaware to engage in any
lawful corporate undertaking, including, but not limited to, selected
mergers and acquisitions. Sherwood has been in the developmental stage
since inception and its operations to date have been limited to issuing
shares to its original shareholders and effecting a change in control.
Sherwood has been formed to provide a method for a foreign or domestic
private company to become a reporting company with a class of securities
registered under the Securities Exchange Act of 1934.
Changes in Control
On July 20, 2011 the following events occurred which resulted in a
change of control of Sherwood:
1. Sherwood redeemed an aggregate of 19,800,000 of the
20,000,000 shares of outstanding stock at a redemption price of $.0001 per
share for an aggregate redemption price of $1,980.
2. James M. Cassidy resigned as Sherwood's president, secretary
and director and James McKillop resigned as Sherwood's vice president,
and director.
3. Peter Tong was elected to the board of directors of
the Registrant.
Peter H, Tong, 59, serves as the director and officer of the
Registrant. Mr. Tong received from Bachelor Science degree in Business
Administration from National Chengchi University in 1976. From 1992 to
1996 Mr. Tong served as Senior Vice President, Union Charter Bancorp, a
full service mortgage banking company; from 1996 to 1998 Mr. Tong served
as Executive Vice President of Founders Bancorp; from 1998 to 2001, he
served as the Chief Operative Officer, Union Charter Bancorp; from 2001 to
2005 Mr. Tong was a Financial Consultant for Schmidt Financial Concept
(China); and from 2006 to the present, Mr. Tong as been an economic
development consultant for the Sichuan Industrial Commercial Union.
On July 20, 2011, the following persons were appointed to the offices
appearing next to their name:
Peter Tong Chief Executive Officer
Yue-Zhong Yuan Treasurer
Business Plan
Sherwood has an agreement with Tiber Creek Corporation which provided
assistance in becoming a public reporting company by assisting in effecting
the change of control and will assist it in the preparation and filing of a
registration statement to be filed with the Securities and Exchange Commission
and the introduction to brokers and market makers.
As of June 30, 2011, Sherwood has not generated revenues and has
no income or cash flows from operations since inception. The continuation
of the Company as a going concern is dependent upon financial support from
its stockholders, its ability to obtain necessary equity financing to
continue operations, and to successfully negotiate a business
combination and locate a potential target company for a
business combination.
The most likely target companies are those seeking the perceived
benefits of a reporting corporation. Sherwood anticipates that it may
enter into a business combination with a Chinese manufacturing
company to be selected.
Such perceived benefits may include facilitating or improving
the terms on which additional equity financing may be sought, providing
liquidity for incentive stock options or similar benefits to key
employees, increasing the opportunity to use securities for
acquisitions, providing liquidity for shareholders and other factors.
Business opportunities may be available in many different
industries and at various stages of development, all of which will
make the task of comparative investigation and analysis of such business
opportunities difficult and complex.
In analyzing prospective business opportunities, Sherwood may consider
such matters as the available technical, financial and managerial
resources; working capital and other financial requirements; history of
operations, if any; prospects for the future; nature of present and
expected competition; the quality and experience of management services
which may be available and the depth of that management; the potential
for further research, development, or exploration; specific risk factors
not now foreseeable but which may be anticipated; the potential for growth
or expansion; the potential for profit; the perceived public recognition
or acceptance of products, services, or trades; name identification; and
other relevant factors. This discussion of the proposed criteria is not
meant to be restrictive of the virtually unlimited discretion of Sherwood
to search for and enter into potential business opportunities.
Sherwood will not make a decision on any such possible
combination until it receives the financial report of any such possible target
company and management has the opportunity to review and evaluate the
report.
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 then principal executive officer (who was
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. The change in control
of the Company and the financial reporting occurred after
the period covered by this report.
Changes in Internal Controls
There was no change in the Company's internal control over
financial reporting that was identified in connection with such
evaluation that occurred during the period covered by this report
that has materially affected, or is reasonably likely to materially
affect, the Company's internal control over financial reporting.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings against the Company and the Company
is unaware of such proceedings contemplated against it.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the past three years, Sherwood has issued 20,000,000
common shares pursuant to Section 4(2) of the Securities Act of 1933
for an aggregate purchase price of $2,000:
On July 19, 2010, Sherwood issued the following shares of its
common stock:
Name Number of Shares Consideration
Tiber Creek Corporation 10,000,000 $1,000
MB Americus LLC 10,000,000 $1,000
Sherwood redeemed an aggregate of 19,800,000 of the
above-issued 20,000,000 shares of outstanding stock at a redemption
price of $.0001 per share for an aggregate redemption price of $1,980.
On July 21, 2011 Sherwood issued 19,800,000 shares of its
common stock pursuant to Section 4(2) of the Securities Act of 1933 for
services provided to the Corporation to the
following shareholders in the following amounts representing 99% of the
total outstanding 20,000,000 shares of common stock:
Guo-Xiang Gu 14,000,000
Yue-Zhong Yuan 3,000,000
Zhi-Jian Wu 1,000,000
En-Long Pan 900,000
Peter H Tong 900,000
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
(a) Not applicable.
(b) Item 407(c)(3) of Regulation S-K:
During the quarter covered by this Report, there have not been
any material changes to the procedures by which security holders
may recommend nominees to the Board of Directors.
ITEM 6. EXHIBITS
(a) Exhibits
31 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
32 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
SHERWOOD ACQUISITION CORPORATION
By:___________________________
Peter Tong, Chief Executive Officer
By:___________________________
Yue-Zhong Yuan, Treasurer
Dated: August 23, 2011