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, 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 000-54593
IFU ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)
TIMBERWOOD ACQUISITION CORPORATION
(Former 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.)
67 Parkwood Drive
Daly City, California 94015
(Address of principal executive offices) (zip code)
650-392-5151
(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
August 1, 2012
Common Stock, par value $0.0001 20,000,000
Documents incorporated by reference: None
FINANCIAL STATEMENTS
Balance Sheets as of June 30, 2012 (unaudited) and
December 31, 2011 1
Statements of Operations for the Three and Six Months
Ended June 30, 2012, and the Period from December 13,
2011 (Inception) to June 30, 2012 (unaudited) 2
Statements of Cash Flows for the Six Months Ended
June 30, 2012 and for the Period from December 13, 2011
(Inception) to June 30, 2012 (unaudited) 3
Notes to Financial Statements (unaudited) 4-7
Timberwood Acquisition Corporation
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
ASSETS
June 30, 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 2,843 943
Accumulated deficit (2,843) (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.
1
Timberwood Acquisition Corporation
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(unaudited)
For the For the period
three months For the six from December 13,
ended June months ended 2011 (Inception)
30, 2012 June 30, 2012 to June 30, 2012
---------- ------------- ----------------
<c> <c>
Revenues $ - $ - $ -
Cost of revenues - - -
---------- ------------- -------------
Gross profit - - -
---------- ------------- -------------
Operating expenses 750 1,500 2,843
---------- ------------- -------------
Income before tax expense 0 0 0
---------- ------------- -------------
Income taxes 0 0 0
---------- ------------- -------------
Net loss $ (750) $ (1,500) $ (2,843)
=========== ============= =============
Loss per share - basic and diluted $ (0.00) $ (0.00)
=========== ============
Weighted average shares - 19,571,429 19,785,714
basic and diluted ----------- ------------
The accompanying notes are an integral part of these financial statements.
2
Timberwood Acquisition Corporation
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(Unaudited)
For the For the Period from
six months December 13, 2011
ended June 30, (Inception) to
2012 June 30, 2012
-------------- ----------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (1,500) $ (2,843)
Changes in assets and liabilities
Accrued liabilities (400) -
------------ ------------
Net cash used in operating activities (1,900) (2,843)
------------ ------------
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from the issuance of common stock 1,950 3,950
Redemption of common stock (1,950) (1,950)
Proceeds from stockholders' additional
paid-in capital 1,900 2,843
------------ ------------
Net cash provided by financing activities 1,900 4,843
------------ ------------
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.
3
Timberwood Acquisition Corporation
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
NATURE OF OPERATIONS
Timberwood Acquisition Corporation ("Timberwood" or "the Company")
was incorporated on December 13, 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. Timberwood has been
in the developmental stage since inception and its operations to date have
been limited to issuing shares to its original shareholders. Timberwood
will attempt to locate and negotiate with a business entity for the
combination of that target company with Timberwood. 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
Timberwood will be successful in locating or negotiating with any target
company. Timberwood 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.
On May 12, 2012, new officers and directors were appointed and elected
and the prior officers and directors resigned, resulting in the change of
control of the company.
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 June 30, 2012 and December 31, 2011.
4
Timberwood Acquisition Corporation
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
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 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 June 30, 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.
The carrying amounts of financial assets and liabilities, such as cash and
accrued liabilities approximate their fair values because of the short
maturity of these instruments.
NOTE 2 - GOING CONCERN
The Company has sustained operating losses since inception. It has an
accumulated deficit of $2,843 as of June 30, 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.
5
Timberwood Acquisition Corporation
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
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.
The shareholders of the company 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.
Not Adopted
In December 2011, the FASB issued ASU No. 2011-11: Balance Sheet
(topic 210): Disclosures about Offsetting Assets and Liabilities, which
requires new disclosure requirements mandating that entities disclose
both gross and net information about instruments and transactions eligible
for offset in the statement of financial position as well as instruments and
transactions subject to an agreement similar to a master netting
arrangement. In addition, the standard requires disclosure of collateral
received and posted in connection with master netting agreements or
similar arrangements. This ASU is effective for annual reporting periods
beginning on or after January 1, 2013, and interim periods within those
annual periods. Entities should provide the disclosures required
retrospectively for all comparative periods presented. We are currently
evaluating the impact of adopting ASU 2011-11 on the consolidated
financial statements.
6
Timberwood Acquisition Corporation
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
The FASB issued Accounting Standards Update (ASU) No.
2012-02 Intangibles Goodwill and Other (Topic 350): Testing
Indefinite-Lived Intangible Assets for Impairment, on July 27, 2012, to
simplify the testing for a drop in value of intangible assets such as
trademarks, patents, and distribution rights. The amended standard
reduces the cost of accounting for indefinite-lived intangible assets,
especially in cases where the likelihood of impairment is low. The
changes permit businesses and other organizations to first use subjective
criteria to determine if an intangible asset has lost value. The amendments
to U.S. GAAP will be effective for fiscal years starting after September
15, 2012. Early adoption is permitted. We are currently evaluating the
impact of adopting ASU 2012-02 on the consolidated financial
statements.
Other recent accounting pronouncements issued by the FASB (including
its Emerging Issues Task Force), the American Institute of Certified
Public Accountants, and the United States Securities and Exchange
Commission did not or are not believed by management to have a
material impact on the Company's present or future 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. As of June 30, 2012,
20,000,000 shares of common stock and no preferred stock were issued
and outstanding.
On May 12, 2012, the Company redeemed an aggregate of 19,500,000 of
the then 20,000,000 shares of its outstanding stock at a redemption price
of $0.0001 per share for an aggregate redemption price of $1,950.
On May 12, 2012, new officers and directors were appointed and elected
and the prior officers and directors resigned.
On May 14, 2012, the Company issued 19,500,000 shares of its common
stock at par for an aggregate of $1,950 representing 97.5% of the total
outstanding 20,000,000 shares of common stock.
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Timberwood Acquisition Corporation was incorporated on
December 13, 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. On May 23, 2012 the Company amended
its certificate of incorporation to change its name to IFU Acquisition
Corporation.
The Company 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 a registration statement
on Form 10 with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934 as amended on January 27, 2012 to
register its class of common stock. The Company 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 former president of the Company 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. In order to become
a trading company, Tiber Creek Corporation may recommend that
a company file a registration statement, most likely on Form S-1,
following a business combination with the target company.
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.
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.
As of June 30, 2012, the Company had not generated revenues and had
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, to successfully locate and negotiate with a business
entity for the combination of that target company with the Company. Tiber
Creek Corporation will pay all expenses incurred by the Company until a
change in control is effected, without repayment.
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 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/or to successfully locate and negotiate with a
business entity for the combination with a target company.
Management plans to use their personal funds to pay all expenses
incurred by the Company in 2012. 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.
Change in Control
On May 12, 2012, the following events occurred which resulted in
a change in control of the Company:
The Company redeemed an aggregate of 19,500,000 of the then
20,000,000 shares of its outstanding stock at a redemption price
of $0.0001 per share for an aggregate redemption price of $1,950.
James Cassidy resigend as a director and the president of the
Company. James McKillop resigned as a director and the vice president
of the Company.
Peter Tong was appointed president of the Company and
En Long Pan was appointed treasurer of the Company.
The following persons were elected directors of the Company:
Chun Hau He
Peter Tong
En Long Pan
Zhi Liang Chen
Yu He
Xiao Lan Hu
San Hai He
On May 14, 2012, the Company issued 19,500,000 shares of its common
stock at par for an aggregate of $1,950 representing 97.5% of the total
outstanding 20,000,000 shares of common stock.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.
Information not required to be filed by Smaller reporting companies.
ITEM 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures.
Pursuant to Rule 13a-15(b) under the Securities Exchange Act of
1934 ("Exchange Act"), the Company's management, under the
supervision and with the participation of the Chief Operating Officer,
and Chief Financial Officer, has evaluated the effectiveness of the
Company's disclosure controls and procedures (as defined in Rule 13a-15(e)
under the Exchange Act) as of June 30, 2012, the end of the period
covered by this Quarterly Report on Form 10-Q.
Based upon that evaluation, the Chief Operating Officer and
Chief Financial Officer concluded that, as of June 30, 2012, the
disclosure controls and procedures were not effective. Disclosure
controls and procedures means controls and other procedures that are
designed to ensure that information required to be disclosed by the
Company in the reports it files or submits under the Exchange Act is
recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange 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 the Company in the reports that it files or submits under
the Exchange Act is accumulated and communicated to management,
including the principal executive and principal financial officer, as
appropriate to allow timely decisions regarding required disclosure.
The Company's management has identified material weaknesses
in its internal control over financial reporting related to the following
matters:
A lack of sufficient segregation of duties. Specifically, this
material weakness is such that the design over these areas relies
primarily on defective controls and could be strengthened by adding
preventative controls to properly safeguard company assets.
A lack of sufficient personnel in the accounting function due to
the Company's limited resources with appropriate skills, training and
experience to perform certain tasks as it relates to financial reporting.
The Company's plan to remediate those material weaknesses
remaining is as follows:
Improve the effectiveness of the accounting group by continuing
to augment existing resources with additional consultants or employees
to improve segregation procedures and to assist in the analysis and
recording of complex accounting transactions. The Company plans to
mitigate the segregation of duties issues by hiring additional personnel
in the accounting department once it generates significantly more revenue,
or raises significant additional working capital.
Improve segregation procedures by strengthening cross approval
of various functions including quarterly internal audit procedures where
appropriate.
Changes in Internal Control Over Financial Reporting
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, the Company has issued the following
shares of common shares pursuant to Section 4(2) of the Securities Act
of 1933 :
On December 13, 2011, the Company 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
On May 12, 2012, the Company redeemed an aggregate of 19,500,000 of
the then 20,000,000 shares of its outstanding stock at a redemption price
of $0.0001 per share for an aggregate redemption price of $1,950.
On May 14, 2012, the Company issued 19,500,000 shares of its common
stock at par for an aggregate of $1,950.
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) On May 23, 2012 the Company amended its certificate of
incorporation to change its name to IFU Acquisition Corporation.
(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.
IFU ACQUISITION CORPORATION
(formerly Timberwood Acquisition Corporation)
By: /s/ Peter Tong
President
Dated: August 10, 2012