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 September 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 000-54146
DE YANG INTERNATIONAL GROUP LTD.
(Exact Name of Registrant as Specified in its Charter)
Delaware 27-3566984
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
240 KM, Freeway No. 324 Xiashaxi,
Neicuo Town, Xiangan District, Xiamen,
Fujian, China 361101
------------------------------------------------
(Address of Principal Executive Offices)
626/375-9016
----------------------------------------------
(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 October 15, 2011
Common Stock, par value $0.0001 20,0000,000
Documents incorporated by reference: None
FINANCIAL STATEMENTS
Balance Sheets as of September 30, 2011 and December 31, 2010 F-1
Statements of Operations for the Three and Nine Months
Ended September 30, 2011 and 2010 and for the Period from
July 19, 2010 (Inception) to September 30, 2011 F-2
Statement of Changes in Stockholders' Equity for the Period
from July 19, 2010 (Inception) to September 30, 2011 F-3
Statements of Cash Flows for the Nine Months Ended
September 30, 2011 and for the Period from July 19,
2010 (Inception) to September 30, 2011 F-4
Notes to Financial Statements F5-F9
DE YANG INTERNATIONAL GROUP LTD.
(Formerly PINEWOOD ACQUISITION CORPORATION)
(A Development Stage Company)
BALANCE SHEETS
ASSETS
September 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 3,750 1,250
Deficit accumulated during the
development stage (3,750) (1,250)
---------- ----------
Total Stockholders' Equity 2,000 2,000
---------- ----------
TOTAL STOCKHOLDERS' EQUITY $ 2,000 $ 2,000
========== ==========
See accompanying notes to the financial statements
F-1
DE YANG INTERNATIONAL GROUP LTD.
(Formerly PINEWOOD ACQUISITION CORPORATION)
(A Development Stage Company)
STATEMENT OF OPERATIONS
(Unaudited)
Three months None months For the Period
Ended Ended from July 19, 2010
September 30, September 30, (Inception) to
2011 2011 September 30, 2011
------------ ----------- ----------------
Sales - net $ - $ - $ -
Cost of sales - - -
------------ ----------- --------------
Gross profit - - -
------------ ----------- --------------
Operating Expenses 2,500 2,500 3,750
------------ ----------- --------------
Net loss $ (2,500) $ (2,500) $ (3,750)
============ =========== ==============
Loss per Share -
basic and diluted $ - $ -
============ ===========
Weighted Average Shares - 19,467,213 19,642,857
basic and diluted ============ ===========
See accompanying notes to the financial statements
F-2
DE YANG INTERNATIONAL GROUP LTD.
(Formerly PINEWOOD 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
---------- --------- --------- ------------- ----------
Stock redemption (19,500,000) (1,950) - - (1,950)
Share issued for cash 19,500,000 1,950 - - 1,950
Fair value of expenses
contributed 2,500 2,500
Net loss - - - (2,500) (2,500)
---------- --------- --------- ------------- ----------
Balance,
September 30, 2011 20,000,000 $ 2,000 $ 3,750 $ (3,750) $ 2,000
========== ========= ========== ============= ==========
See accompanying notes to the financial statements
F-3
DE YANG INTERNATIONAL GROUP LTD.
(Formerly PINEWOOD ACQUISITION CORPORATION)
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
------------------------
For the Period from
Nine Months July 19, 2010
Ended June 30, (Inception) to
September 30, 2011 September 30, 2011
--------------- ----------------
OPERATING ACTIVITIES
Net loss $ (2,500) $ (3,750)
Contributed professional fees 2,500 2,500
--------------- -----------------
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 increase in cash - 2,000
Cash,beginning of period 2,000 -
--------------- ----------------
Cash, end of period $ 2,000 $ 2,000
=============== ================
See accompanying notes to the financial statements
F-4
DE YANG INTERNATIONAL GROUP LTD.
(Formerly PINEWOOD ACQUISITION CORPORATION)
(A Development Stage Company)
Notes to Financial Statements
NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT POLICIES
NATURE OF OPERATIONS
De Yang International Group, Ltd., formerly Pinewood Acquisition
Corporation ("Pinewood") was incorporated under the laws of the State
of Delaware on July 19, 2010 and was originally formed to engage in any
lawful corporate undertaking, including, but not limited to, selected
mergers and acquisitions. On May 12, 2011, Pinewood Acquisition
Corporation entered into an agreement with De Yang Enterprises for the
change in control of Pinewood Acquisition Corporation. The following
events occurred which resulted in a change of control of Pinewood: On
May 27, 2011, Pinewood redeemed from its then two shareholders an
aggregate of 19,500,000 of its 20,000,000 shares of outstanding stock
at a redemption price of $0.0001 per share for an aggregate redemption
price of $1,950; On May 27, 2011, the shareholders of the Corporation
elected new directors and the existing directors of the Corporation
resigned and simultaneously, new officers were appointed. On June 1,
2011, Pinewood issued 19,500,000 shares of common stock to Mr.
Yanshi Chen representing 97.5% of the total outstanding 20,000,000
shares of common stock. On May 25, 2011 the shareholders of the
Corporation and Board of Directors unanimously approved the change of
Pinewood's name to De Yang International Group Ltd. ("De Yang" or
"the Company") and filed such change with the State of Delaware.
De Yang has been in the developmental stage since inception and its
operations to date have been limited to issuing shares to its original
shareholders. De Yang anticipates that it may enter into a business
combination with an operating shoe manufacturing business located in
China. No agreements have been reached on terms of any such possible
combination and no contracts nor other documents have been executed.
Such shoe manufacturing business was founded in 1994 by the president
of De Yang. De Yang will not make a decision on any such possible
combination until it receives the financial report of such possible target
company and management has the opportunity to review and evaluate the
report. 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 De Yang
will be successful in locating or negotiating with any target company.
De Yang 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.
F-5
De Yang International Group Ltd.
(Formerly Pinewood Acquisition Corporation)
(A Development Stage Company)
Notes to Financial Statements
NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT POLICIES
(CONTINUED)
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
These unaudited condensed financial statements should be read in
conjunction with the audited financial statements and notes thereto in the
Company's Form 10-K filed on March 30, 2011 with the SEC. 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
De Yang International Group Ltd.
(Formerly Pinewood Acquisition Corporation)
(A Development Stage Company)
Notes to Financial Statements
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 September 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.
NOTE 2 - GOING CONCERN
The Company has sustained operating losses since inception of the
Company on July 19, 2010. Additionally, the Company has deficit
accumulated during the development stage of $3,750 at September 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
F-7
De Yang International Group Ltd.
(Formerly Pinewood Acquisition Corporation)
(A Development Stage Company)
Notes to Financial Statements
NOTE 2 - GOING CONCERN (CONTINUED)
with a business entity for the combination of that target company with
the Company.
There is no assurance that 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 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 adoption of this ASU did
not have a material impact on the Company's financial statements and
related disclosures.
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. This adoption of
this ASU did not have a material impact on the Company's financial
statements and related disclosures.
NOTE 4 COMMON STOCK
On July 19, 2010, the Company issued 20,000,000 common shares to its
sole director and officer for $2,000 in cash.
F-8
De Yang International Group Ltd.
(Formerly Pinewood Acquisition Corporation)
(A Development Stage Company)
Notes to Financial Statements
NOTE 4 COMMON STOCK (CONTINUED)
On May 27, 2011, the Company redeemed from its then two shareholders
an aggregate of 19,500,000 of its 20,000,000 shares of outstanding stock
at a redemption price of $0.0001 per share for an aggregate redemption
price of $1,950.
On May 27, 2011, the shareholders of the Company elected new
directors and the existing directors of the Corporation resigned and
simultaneously, new officers were appointed.
On June 1, 2011, the Company issued 19,500,000 shares of common stock
to new unrelated third party investors in order to evoke a change in
ownership.
NOTE 5 SUBSEQUENT EVENTS
In preparing these financial statements, the Company has evaluated
events and transactions for potential recognition or disclosure through
November 10, 2011, the date the financial statements were available to
be issued.
F-9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
De Yang International Group Ltd. (formerly Pinewood Acquisition
Corporation (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. The Company
has been in the developmental stage since inception and its operations to
date have been limited to issuing shares to its shareholders and effecting
a change of control in July, 2011.
On May 25, 2011, the shareholders of the Company and the Board of
Directors unanimously ratified the change of the Company's name to De
Yang International Group Ltd. and filed such change with the State of
Delaware.
Issuance of Shares
On May 27, 2011 the Company redeemed an aggregate of 19,500,000
shares of the then 20,000,000 outstanding shares of common stock at a
redemption price of $.0001 per share for an aggregate redemption price of
$1,950.
On June 1, 2011 the Company issued 19,500,000 shares of its
common stock pursuant to Section 4(2) of the Securities Act of 1933 for
services provided to the Corporation representing 97.5% of the total
outstanding 20,000,000 shares of common stock.
Operations
The Company anticipates that it may enter into a business
combination with an operating shoe manufacturing business located in
China. No agreements have been reached on terms of any such possible
combination and no contracts nor other documents have been executed.
Such shoe manufacturing business was founded in 1994 by the president of
the Company and it is in the process of obtaining audited financial
statements.
The Company will not make a decision on any such possible
combination until it receives the financial report of such possible target
company and management has the opportunity to review and evaluate the
report.
The Company has an agreement with Tiber Creek Corporation which
provides 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 September 30, 2011, the Company has not generated revenues and has
no income or cash flows from operations since inception. The continuation
of the Company as a going concern is dependent upon financial support
from its stockholders, its ability to obtain necessary equity financing to
continue operations, and to successfully negotiate a business combination.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.
Information not required to be filed by Smaller Reporting Companies.
ITEM 4. Controls and Procedures.
Disclosures and Procedures
Pursuant to Rules adopted by the Securities and Exchange Commission,
the Company carried out an evaluation of the effectiveness of the design
and operation of its disclosure controls and procedures pursuant to
Exchange Act Rules. This evaluation was done as of the end of the period
covered by this report under the supervision and with the participation of
the Company's principal executive officer and principal financial officer.
Based upon that evaluation, they believe that the Company's disclosure
controls and procedures are effective in gathering, analyzing and disclosing
information needed to ensure that the information required to be disclosed
by the Company in its periodic reports is recorded, processed, summarized
and reported, within the time periods specified in the Commission's rules
and forms. Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be
disclosed by an issuer in the reports that it files or submits under the Act
is accumulated and communicated to the issuer's management, including its
principal executive and principal financial officers, or persons performing
similar functions, as appropriate to allow timely decisions regarding
required disclosure.
This Quarterly Report does not include an attestation report of the
Company's registered public accounting firm regarding internal control over
financial reporting. Management's report was not subject to attestation by
the Company's registered public accounting firm pursuant to temporary
rules of the Securities and Exchange Commission that permit the Company
to provide only management's report in this Quarterly Report.
Changes in Internal Controls
There was a change in control of the Company and thus a change in the
persons overseeing the Company financial reporting. However, given that
they Company has no operations and no revenues, no change in the Company's
internal control procedures over financial reporting that were identified
in connection with such evaluation that occurred during the period covered
by this report that have materially affected, or are 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, the Company has issued the following
shares of common stock pursuant to Section 4(2) of the Securities Act of
1933.
On June 19, 2010:
Name Number of shares
Tiber Creek Corporation 10,000,000
MB Americus LLC 10,000,000
(Of which an aggregate of 19,500,000 shares were redeemed on
May 27, 2011)
On June 1, 2011, the Company issued:
Name Number of shares
Of common stock
Yanshi Chen 17,000,000
DEP Group
(a BVI corporation) 2,500,000
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.
DE YANG INTERNATIONAL GROUP LTD.
By: /s/ Yanshi (Steven) Chen, President
By: /s/ Zhengzhi Ye, Chief Financial Officer
Dated: November 9, 2011