This amendment is filed because the 10-Q report filed yesterday
was incorrectly posted by the edgar filer and contained the
10-Q report of another company.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2012
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 000-54546
YELLOWWOOD ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 00-0000000
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3501 Concord Road, Suite 100
York, Pennsylvania 17402
(Address of Principal Executive Offices)
215 Apolena Avenue
Newport Beach, California 92662
(Former Address of Principal Executive Offices)
717-757-0700
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes X No
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of "large accelerated filer,"
"accelerated filer" and "smaller reporting company" in Rule 12b-2 of
the Exchange Act.
Large accelerated filer Accelerated Filer
Non-accelerated filer Smaller reporting company X
(do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
Yes X No
Indicate the number of shares outstanding of each of the issuer's
classes of stock, as of the latest practicable date.
Class Outstanding at
March 31, 2012
Common Stock, par value $0.0001 20,000,000
Documents incorporated by reference: None
FINANCIAL STATEMENTS
Balance Sheets as of March 31, 2012 (unaudited) and
December 31, 2011 2
Statements of Operations for the Three Months Ended
March 31, 2011 and for the Period from September 21, 2011
(Inception) to March 31, 2012 (unaudited) 3
Statements of Cash Flows for the Three Months Ended
March 31, 2012 and for the Period from September 21, 2011
(Inception) to March 31, 2012 (unaudited) 4
Notes to Financial Statements (unaudited) 5-8
YELLOWWOOD ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
ASSETS
March 31, December 31,
2012 2011
---------- ------------
(Unaudited)
Current Assets
Cash $ 2,000 $ 2,000
-------- ---------
TOTAL ASSETS $ 2,000 $ 2,000
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accrued liabilities $ - $ 400
--------- ----------
Total liabilities 400
--------- ----------
Stockholders' Equity
Preferred stock, $0.0001 par value
20,000,000 shares authorized;
none issued and 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 2,093 943
Accumulated deficit (2,093) (1,343)
--------- ---------
Total stockholders' equity 2,000 1,600
--------- ---------
TOTAL LIABLILITIES AND
STOCKHOLDERS' EQUITY $ 2,000 $ 2,000
The accompanying notes are an integral part of these financial statements.
2
YELLOWWOOD ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(unaudited)
For the three For the period
months ended from September 21,
March 31, 2011 (Inception)
2012 to March 31, 2012
------------- ---------------
<c> <c>
Revenues $ - $ -
Cost of revenues - -
------------- --------------
Gross profit - -
------------- --------------
Operating expenses 750 2,093
------------- --------------
Net loss $ (750) $ (2,093)
============= ==============
Loss per share - basic and diluted $ -
=============
Weighted average shares - 20,000,000
basic and diluted =============
The accompanying notes are an integral part of these financial statements.
3
YELLOWWOOD ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(Unaudited)
For the For the Period from
three months September 21, 2011
ended March 31, (Inception) to
2012 March 31, 2012
-------------- ----------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (750) $ (2,093)
Changes in assets and liabilities
Accrued liabilities (400) -
------------ ------------
Net cash used in operating activities (1,150) (2,093)
------------ ------------
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock - 2,000
Proceeds from stockholders' additional
paid-in capital 1,150 2,093
------------ ------------
Net cash provided by financing activities 1,150 4,093
------------ ------------
Net increase in cash - 2,000
Cash at beginning of period 2,000 -
------------ ------------
Cash at end of period $ 2,000 $ 2,000
============ ============
The accompanying notes are an integral part of these financial statements.
4
YELLOWWOOD ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(unaudited)
NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT POLICIES
NATURE OF OPERATIONS
Yellowwood Acquisition Corporation ("Yellowwood" or "the Company")
was incorporated on September 21, 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. Yellowwood has
been in the developmental stage since inception and its operations to
date have been limited to issuing shares to its original shareholders.
Yellowwood will attempt to locate and negotiate with a business entity for
the combination of that target company with Yellowwood. 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 Yellowwood
will be successful in locating or negotiating with any target company.
Yellowwood 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 accompanying unaudited financial statements have been prepared
pursuant to the rules and regulations of the Securities and Exchange
Commission (SEC) for interim financial information. Accordingly, they do
not include all of the information and notes required by U.S. GAAP for
complete financial statements. The accompanying unaudited financial
statements include all adjustments, composed of normal recurring
adjustments, considered necessary by management to fairly state our results
of operations, financial position and cash flows. The operating results for
interim periods are not necessarily indicative of results that may be
expected for any other interim period or for the full year. These unaudited
financial statements should be read in conjunction with the financial
statements and notes thereto included in our Annual Report on Form 10-K
for the year ended December 31, 2011 (2011 Form 10-K) as filed with the
SEC.
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. The Company did not have cash balances
in excess of the Federal Deposit Insurance Corporation limit as of March 31,
2012 and December 31, 2011.
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.
5
YELLOWWOOD ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(unaudited)
LOSS PER COMMON SHARE
Basic loss per common share 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 March 31, 2012 and December 31, 2011, there are no outstanding
dilutive securities.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company follows guidance for accounting for fair value measurements
of financial assets and financial liabilities and for fair value
measurements of nonfinancial items that are recognized or disclosed at fair
value in the financial statements on a recurring basis. Additionally, the
Company adopted guidance for fair value measurement related to nonfinancial
items that are recognized and disclosed at fair value in the financial
statements on a nonrecurring basis. The guidance establishes a fair value
hierarchy that prioritizes the inputs to valuation techniques used to
measure fair value. The hierarchy gives the highest priority to unadjusted
quoted prices in active markets for identical assets or liabilities (Level
1 measurements) and the lowest priority to measurements involving
significant unobservable inputs (Level 3 measurements). The three levels
of the fair value hierarchy are as follows:
Level 1 inputs are quoted prices (unadjusted) in active markets for
identical assets or liabilities that the Company has the ability
to access at the measurement date.
Level 2 inputs are inputs other than quoted prices included within Level
1 that are observable for the asset or liability, either directly
or indirectly.
Level 3 inputs are unobservable inputs for the asset or liability.
NOTE 2 - GOING CONCERN
The Company has sustained operating losses since inception. It has an
accumulated deficit of $2,093 as of March 31, 2012. 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.
6
YELLOWWOOD ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(unaudited)
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
Adopted
In May 2011, the FASB issued ASU 2011-04, "Amendments to Achieve
Common Fair Value Measurement and Disclosure Requirements in U.S.
GAAP and International Financial Reporting Standards (IFRS) of Fair Value
Measurement Topic 820." ASU 2011-04 is intended to provide a
consistent definition of fair value and improve the comparability of fair
value measurements presented and disclosed in financial statements
prepared in accordance with U.S. GAAP and IFRS. The amendments include
those that clarify the FASB's intent about the application of existing
fair value measurement and disclosure requirements, as well as those that
change a particular principle or requirement for measuring fair value or
for disclosing information about fair value measurements. This update is
effective for annual and interim periods beginning after December 15, 2011.
The adoption of this ASU did not have a material impact on the Company's
financial statements.
NOTE 4 STOCKHOLDER'S EQUITY
The Company is authorized to issue 100,000,000 shares of common stock
and 20,000,000 shares of preferred stock.
On September 21, 2011, the COmpany issued 20,000,000 shares of common
stock to two directors and officers for $2,000 in cash of which 19,500,000
were redeemed.
As of March 31, 2012, 20,000,000 shares of common stock and no preferred
stock were issued and outstanding.
NOTE 5 SUBSEQUENT EVENTS
In preparing these financial statements, the Company has evaluated
events and transactions for potential recognition or disclosure through
May 15, 2012, the date the financial statements issued, and
identified the following events or transactions that required
recognition or disclosure.
On April 17, 2012, the following events occurred which resulted in a
change of control of the Registrant:
The Registrant redeemed an aggregate of 19,500,000 of the then
20,000,000 shares of outstanding stock at a redemption price of
$.0001 per share for an aggregate redemption price of $1,950.
The then current officers and directors resigned.
New officer(s) and director(s) were appointed and elected.
On April 18, 2012, the Company issued 1,000,000 shares of its
common stock.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Background
Yellowwood Acquisition Corporation ("Yellowwood" or the "Company")
was incorporated on September 21, 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.
Yellowwood has been in the developmental stage since inception and
its operations to date have been limited to filing a registration statement
and issuing shares of its common stock to the original shareholders and
to the subsequent shareholders to whom control of the Company was
transferred. Yellowwood 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 registered its common stock on a Form 10
registration statement filed pursuant to the Securities Exchange
Act of 1934 (the "Exchange Act") and Rule 12(g) thereof. The
Company files with the Securities and Exchange Commission periodic
and current reports under Rule 13(a) of the Exchange Act, including
quarterly reports on Form 10-Q and annual reports Form 10-K.
Tiber Creek Corporation, a shareholder of the Company, entered into
an agreement to assist the Company in locating a target company with which
to enter into a business combination and assist it in the preparation and
filing of a registration statement for its securities and the introduction
to brokers and market makers.
On April 17, 2012, subsequent to the period of time covered by
this Report, the Company effected a change in it control with the following
actions:
The Company redeemed an aggregate of 19,500,000 of the then 20,000,000
shares of outstanding stock at a redemption price of $.0001 per share for
an aggregate redemption price of $1,950.
James M. Cassidy resigned as the Company's president, secretary and
director.
James McKillop resigned as the Company's vice president and director.
Shah Mathias was elected as the directors of the Company and was
appointed its sole officer.
On April 18, 2012, the Company issued 1,000,000 shares of its
common stock. The Company filed a Form 8-K with the Securities and
Exchange Commission noticing the change of control.
Operations
As of March 31, 2012, Yellowwood had not generated revenues and
had no income or cash flows from operations since inception and had
accumulated a deficit of $2,093. Yellowwood has no operations nor does
it currently engage in any business activities generating revenues.
The Company is a development-stage SEC reporting company company that
intends to create state or local project proposals for regional high-speed
rail service. The Company will prepare a feasibility study and locate
contractors and manufacturers that would complete the work and will
provide cost estimates. Because high-speed rail travel is already
in-place in much of Europe and Asia, the Company anticipates working with
European companies to furnish the high-speed equipment, such as locomotives
and passenger cars. The Company will put the proposed contracts together
with supporting feasibility studies, appraisals, cost/benefit analysis,
TEMS study, transportation history and other data to create a complete
regional project proposal. The Company will then present such project
proposals to the municipalities (state or local) as a complete and finished
project. The Company anticipates that upon approval, the local municipality
will effectuate a bond offering for the funding of the high-speed rail
project. The project will be presented as a total package thereby providing
the municipalities with the complete overview and relieving them of the time
and costs involved in studying the proposal, seeking pricing information and
projecting results. In addition, the Company believes that it will be able
to effect economies of scale by purchasing new and renovating existing
equipment and facilities on an integrated regional basis rather than
in fractured individual areas or small municipalities.
The Company anticipates that it will effect a business combination to
acquire the assets or merge with an operating private company.
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.
The Company has no operations to date and these business plan objectives
are contingent on raising capital sufficient to fund such development and a
market receptive to such business operations.
The Company's independent auditors have issued a report raising
substantial doubt about the Company's ability to continue as a going
concern. At present, the Company has no operations and the continuation
of Yellowwood as a going concern is dependent upon financial support
from its stockholders, its ability to obtain necessary equity financing
to continue operations and/or to successfully locate and negotiate with
a business entity for the combination of that target company with
Yellowwood.
No assurances can be given that Yellowwood will be successful
in concluding a business combination with a target company or if that
transaction is successful that the Company will be successful in
developing its business plan.
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. In some circumstances, however, as a negotiated element of
its transaction, the Company may agree to register all or a part of
such securities immediately after the transaction is consummated or
at specified times thereafter. If such registration occurs, it
will be undertaken by the surviving entity after the Company has
entered into an agreement for a business combination or has
consummated a business combination. The issuance of additional
securities and their potential sale into any trading market which
may develop in the Company's securities may depress the market
value of the Company's securities in the future if such a market
develops, of which there is no assurance.
The Company has received no income, has had no operations
nor expenses, other than Delaware state fees and accounting fees
as required for incorporation and for the preparation of the
Company's financial statements.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.
Information not required to be filed by Smaller reporting companies.
ITEM 4. Controls and Procedures.
Disclosures and Procedures
Pursuant to Rules adopted by the Securities and Exchange Commission,
the Company carried out an evaluation of the effectiveness of the design
and operation of its disclosure controls and procedures pursuant to
Exchange Act Rules. This evaluation was done as of the end of the
period covered by this report under the supervision and with the
participation of the Company's principal executive officer who 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.
Changes in Internal Controls
Notwithstanding the change in control 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, Yellowwood has issued the follwoing
sharese of common stock pursuant to Section 4(2) of the Securities Act
of 1933:
NUMBER OF
DATE NAME SHARES
September 21, 2011 Tiber Creek 10,000,000
Corporation (1) (9,750,000 of which redeemed)
September 21, 2011 MB Americus LLC (2) 10,000,000
(9,750,000 of which redeemed)
April 18, 2012 Shah Mathias 1,000,000
(1) James M. Cassidy is the sole shareholder and director of Tiber Creek
Corporation, a Delaware corporation, and Mr. Cassidy may be deemed to be
the beneficial owner of the shares of stock owned by Tiber Creek
Corporation.
(2) James McKillop is the sole principal of MB Americus LLC, a
California limited liability corporation. Mr. McKillop is deemed to
be the beneficial owner of the shares of stock owned by MB Americus LLC.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There have been no items submitted to a vote of security
holders during the period covered by this Report.
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.
YELLOWWOOD ACQUISITION CORPORATION
By: /s/ James Cassidy
President during the period
covered by this Report
Dated: May 15, 2012