U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
to
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of
the Securities Exchange Act of 1934
WOODGATE ACQUISITION CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 46-1874004
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(State or other jurisdiction (I.R.S. Employer Identification
of incorporation or organization) No.)
215 Apolena Avenue
Newport Beach, California 92662
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(Address of principal executive offices ) (Zip Code)
Registrant's telephone number, including area code: 202/387-5400
Fax Number: 949/673-4525
Securities to be registered
pursuant to Section 12(b) of the Act: None
Securities to be registered
pursuant to Section 12(g) of the Act: Common Stock,
$0.0001 Par Value
(Title of class)
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See definitions of "large accelerated
filer," "accelerated filer," and "smaller reporting company"
in Rule 12b-2 of the Exchange Act.
Large accelerated filer Accelerated filer
Non-accelerated filed Smaller reporting company X
The Company is a blank check company and may qualify as an
"emerging growth company" as defined in the Jumpstart Our
Business Startups Act which became law in April, 2012.
See "The Company: The Jumpstart Our Business Startups Act"
contained herein.
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ITEM 1. BUSINESS.
Woodgate Acquisition Corporation is a blank check company and
may qualify as an "emerging growth company" as defined in the
Jumpstart Our Business Startups Act which became law in April, 2012.
The definition of an "emerging growth company" is a company with
an initial public offering of common equity securities which
occurred after December 8, 2011 and has less than $1 billion of
total annual gross revenues during last completed fiscal year.
See "The Company: The Jumpstart Our Business Startups
Act" contained herein.
Woodgate Acquisition Corporation ("Woodgate") was incorporated
on July 23, 2012 under the laws of the State of Delaware to engage in
any lawful corporate undertaking, including, but not limited to, selected
mergers and acquisitions. Woodgate 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.
Woodgate has been formed to provide a method for a foreign or domestic
private company to become a reporting company as part of the process toward
the public trading of its stock.
The president of Woodgate is the president, director and shareholder
of Tiber Creek Corporation. Tiber Creek Corporation assists companies
in becoming public companies and with introductions to the
financial community.
The benefits of a business combination with Woodgate include:
1. Reincorporation of the private company in Delaware whose
General Corporate Law is considered favorable for the operations of
corporations.
2. The recapitalization of the stock structure of the private
company suitable for a public company.
3. The introduction of management of the private company to the
reporting and other requirements of a public company before commencement
of trading.
4. Increased visibility of the private company among the financial
community.
5. Reassurance to shareholders of the private company that the
process of registering their shares for trading has commenced and such
shareholders can begin to view filings of the the company, even prior to
registration of their own shares, on the web site of the SEC. Initial
shareholders receive registration rights in the subscription
agreement.
Tiber Creek will typically neogtiate an agreement with a
company for assisting it to become a public reporting company and
for the preparation and filing of a registration statement and for
its introduction to brokers and market makers. Such services may
include, when and if appropriate, the use of Woodgate. Woodgate
will only be used as part of such process and is not offered
for sale. For its services, Tiber Creek will receive cash
compensation and if Woodgate is used as part of the process to
take a company public, Tiber Creek will typically retain a
non-controlling equity interest; if Woodgate is not used as part
of the process, Tiber Creek will typically be granted a non-
controlling equity interest in the company going public.
A combination will normally take the form of a merger, stock-for-stock
exchange or stock-for-assets exchange. In most instances the
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.
Once any change in control of the Company is effected, if at all, if
new management wishes to issue shares of the Company's stock prior to
filing a registration statement, they will be governed by the rules
and regulations regarding the sale of unregistered securities.
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Woodgate has not generated revenues and has no income or cash
flows from operations since inception. The continuation of Woodgate
as a going concern is dependent upon financial support from its
stockholders.
Tiber Creek has agreed to fund the expenses of Woodgate until
a change in control without reimbursement after which time such
expenses will become the responsibility of new management. Because
of the nature of the Woodgate and its absence of any
on-going operations, these expenses are anticipated to be
relatively low.
Aspects of a Public Company
There are certain perceived benefits to being a public company whose
securities are trading:
These are commonly thought to include the following:
+ increased visibility in the financial community;
+ increased valuation;
+ greater ease in raising capital;
+ compensation of key employees through stock options for
which there may be a market valuation;
+ enhanced corporate image.
There are also certain perceived disadvantages to being a trading
company. These are commonly thought to include the following:
+ requirement for audited financial statements;
+ required publication of corporate information;
+ required filings of periodic and episodic reports with the
Securities and Exchange Commission;
+ increased rules and regulations governing management,
corporate activities and shareholder relations.
Potential Private Companies
Business entities, if any, which may be interested in a combination
with Woodgate may include the following:
+ a company for which a primary purpose of becoming public is
the use of its securities for the acquisition of assets
or businesses;
+ a company which is unable to find an underwriter of its
securities or is unable to find an underwriter of
securities on terms acceptable to it;
+ a company which wishes to become public with less dilution
of its securities than would occur upon an underwriting;
+ a company which believes that it will be able to obtain
investment capital on more favorable terms after it has
become public;
+ a foreign company which may wish an initial entry into the
United States securities market;
+ a special situation company, such as a company seeking a
public market to satisfy redemption requirements under
a qualified Employee Stock Option Plan;
+ a company seeking one or more of the other perceived
benefits of becoming a public company.
A business combination with a private company will normally involve
the transfer to the private company of the majority of the issued and
outstanding common stock of Woodgate and the substitution by the private
company of its own management and board of directors.
The proposed business activities described herein classify Woodgate
as a "blank check" company. The Securities and Exchange Commission and
certain states have enacted statutes, rules and regulations limiting the
public sale of securities of blank check companies. Woodgate will not
make any efforts to cause a market to develop in its securities until such
time as Woodgate has successfully implemented a business combination
and it is no longer classified as a blank check company.
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Woodgate is voluntarily filing this registration statement with the
Securities and Exchange Commission and is under no obligation to do so
under the Exchange Act. Woodgate will continue to file all reports
required of it under the Exchange Act until a business combination has
occurred. A business combination will normally result in a change in
control and management of Woodgate. Since a principal benefit of a
business combination with Woodgate would normally be considered its
status as a reporting company, it is anticipated that Woodgate will
continue to file reports under the Exchange Act following a business
combination. No assurance can be given that this will occur or, if it
does, for how long.
James Cassidy is the president and a director of Woodgate and
the sole officer, shareholder and director of Tiber Creek Corporation,
which is a 50% shareholder of Woodgate. James McKillop is the vice
president and a director of Woodgate and the sole manager and member
of MB Americus LLC which is a 50% shareholder of Woodgate.
Woodgate has no employees nor are there any other persons than
Mr. Cassidy and Mr. McKillop who devote any of their time to its affairs.
All references herein to management of Woodgate are to Mr. Cassidy and
Mr. McKillop. The inability at any time of either of these individuals
to devote sufficient attention to Woodgate could have a material adverse
impact on its operations.
Glossary
"Blank check" company As used herein, a "blank check" company
is a development stage company that has
no specific business plan or purpose or
has indicated that its business plan is
to engage in a merger or acquisition with
an unidentified company or companies.
Business combination Normally a merger, stock-for-stock or
stock-for-assets exchange with a private
company or the shareholders of the private
company.
Emerging Growth Company A company with an initial public offering
of common equity securities which occurred
after December 8, 2011 and has less than
$1 billion of total annual gross revenues
during last completed fiscal year.
Woodgate or The corporation whose common stock is the
the Registrant subject of this registration statement.
Exchange Act The Securities Exchange Act of 1934, as
amended.
Securities Act The Securities Act of 1933, as amended.
Reporting Company A company with a class of securities registered
under Section 12 of the Securities Exchange
Act of 1934
Jumpstart Our Business Startups Act
In April, 2012, the Jumpstart Our Business Startups Act ("JOBS
Act") was enacted into law. The JOBS Act provides, among other things:
Exemptions for emerging growth companies from certain financial
disclosure and governance requirements for up to five years and
provides a new form of financing to small companies;
Amendments to certain provisions of the federal securities laws to
simplify the sale of securities and increase the threshold number of
record holders required to trigger the reporting requirements of the
Securities Exchange Act of 1934;
Relaxation of the general solicitation and general advertising
prohibition for Rule 506 offerings;
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Adoption of a new exemption for public offerings of securities in
amounts not exceeding $50 million; and
Exemption from registration by a non-reporting company offers
and sales of securities of up to $1,000,000 that comply with rules
to be adopted by the SEC pursuant to Section 4(6) of the
Securities Act and such sales are exempt from state law
registration, documentation or offering requirements.
In general, under the JOBS Act a company is an emerging growth
company if its initial public offering ("IPO") of common equity securities
was effected after December 8, 2011 and the company had less than $1
billion of total annual gross revenues during its last completed fiscal
year. A company will not longer qualify as an emerging growth company after
the earliest of
(i) the completion of the fiscal year in which the company has total
annual gross revenues of $1 billion or more,
(ii) the completion of the fiscal year of the fifth anniversary of
the company's IPO;
(iii) the company's issuance of more than $1 billion in
nonconvertible debt in the prior three-year period, or
(iv) the company becoming a "larger accelerated filer" as defined
under the Securities Exchange Act of 1934.
The Company meets the definition of an emerging growth
company will be affected by some of the changes provided in the JOBS
Act and certain of the new exemptions. The JOBS Act provides
additional new guidelines and exemptions for non-reporting companies
and for non-public offerings. Those exemptions that impact the Company
are discussed below.
Financial Disclosure. The financial disclosure in a registration
statement filed by an emerging growth company pursuant to the Securities
Act of 1933 will differ from registration statements filed by other
companies as follows:
(i) audited financial statements required for only two fiscal years;
(ii) selected financial data required for only the fiscal years that
were audited;
(iii) executive compensation only needs to be presented in the
limited format now required for smaller reporting companies. (A
smaller reporting company is one with a public float of less than
$75 million as of the last day of its most recently completed
second fiscal quarter)
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However, the requirements for financial disclosure provided by
Regulation S-K promulgated by the Rules and Regulations of the SEC already
provide certain of these exemptions for smaller reporting companies. The
Company is a smaller reporting company. Currently a smaller reporting
company is not required to file as part of its registration statement
selected financial data and only needs audited financial statements for
its two most current fiscal years and no tabular disclosure of contractual
obligations.
The JOBS Act also exempts the Company's independent registered
public accounting firm from complying with any rules adopted by the
Public Company Accounting Oversight Board ("PCAOB") after the date
of the JOBS Act's enactment, except as otherwise required by SEC rule.
The JOBS Act also exempts an emerging growth company from any
requirement adopted by the PCAOB for mandatory rotation of the Company's
accounting firm or for a supplemental auditor report about the audit.
Internal Control Attestation. The JOBS Act also provides an
exemption from the requirement of the Company's independent registered
public accounting firm to file a report on the Company's internal control
over financial reporting, although management of the Company is still
required to file its report on the adequacy of the Company's internal
control over financial reporting.
Section 102(a) of the JOBS Act goes on to exempt emerging
growth companies from the requirements in 1934 Act Section 14A(e) for
companies with a class of securities registered under the 1934 Act to
hold shareholder votes for executive compensation and golden parachutes.
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Other Items of the JOBS Act. The JOBS Act also provides that an
emerging growth company can communicate with potential investors that
are qualified institutional buyers or institutions that are accredited to
determine interest in a contemplated offering either prior to or after the
date of filing the respective registration statement. The Act also permits
research reports by a broker or dealer about an emerging growth company
regardless if such report provides sufficient information for an investment
decision. In addition the JOBS Act precludes the SEC and FINRA from
adopting certain restrictive rules or regulations regarding brokers,
dealers and potential investors, communications with management and
distribution of a research reports on the emerging growth company IPO.
Section 106 of the JOBS Act permits emerging growth companies
to submit 1933 Act registration statements on a confidential basis
provided that the registration statement and all amendments are publicly
filed at least 21 days before the issuer conducts any road show. This is
intended to allow the emerging growth company to explore the IPO
option without disclosing to the market the fact that it is seeking to
go public or disclosing the information contained in its registration
statement until the company is ready to conduct a roadshow.
Election to Opt Out of Transition Period. Section 102(b)(1) of the
JOBS Act exempts emerging growth companies from being required to comply
with new or revised financial accounting standards until private companies
(that is, those that have not had a 1933 Act registration statement declared
effective or do not have a class of securities registered under the 1934
Act) are required to comply with the new or revised financial accounting
standard.
The JOBS Act provides a company can elect to opt out of the extended
transition period and comply with the requirements that apply to non-
emerging growth companies but any such an election to opt out is irrevocable.
The Company has elected not to opt out of the transition period.
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ITEM 1A. RISK FACTORS
The business of Woodgate is subject to numerous risk factors, including
the following:
The Company has no operations to date and is not expected to
begin any operations until a change in control, if then.
Woodgate has no operating history nor revenue with minimal
assets and operates at a loss and its continuation as a going
concern is dependent uponsupport from its stockholders or
obtaining additional capital.
Woodgate has not generated revenues and has no income
or cash flows from operations since inception. Woodgate has
sustained losses to date and will, in all likelihood, continue
to sustain expenses without corresponding revenues, at least
until the consummation of a business combination.
Tiber Creek Corporation, a company affiliated with management,
will pay all expenses incurred by Woodgate until a business
combination is effected, without repayment. There is no assurance
that Woodgate will ever be profitable.
The Company has only two directors, officers and shareholders and
as such may not benefit from diverse and muliptle opinions.
The only officers and directors of Woodgate are James Cassidy
and James McKillop. Because management consists of only these
two persons, Woodgate does not benefit from multiple judgments
that a greater number of directors or officers would provide.
Woodgate will rely completely on the judgment of its officers
and directors when selecting a company. Mr. Cassidy and Mr.
McKillop anticipate devoting only a limited amount of time to
the business of Woodgate. Neither Mr. Cassidy nor Mr. Mr.
McKillop has entered into written employment agreements with
Woodgate and they are not expected to do so. Woodgate has not
obtained key man life insurance on either officer or director.
The loss of the services of either Mr. Cassidy or Mr. McKillop
could adversely affect development of the business of Woodgate
and its likelihood of commencing operations.
The Company's election not to opt out of JOBS Act extended accounting
transition period may not make its financial statements easily
comparable to other companies.
Pursuant to the JOBS Act of 2012, as an emerging growth
company the Company can elect to opt out of the extended
transition period for any new or revised accounting standards
that may be issued by the PCAOB or the SEC. The Company has
elected not to opt out of such extended transition period which
means that when a standard is issued or revised and it has
different application dates for public or private companies,
the Company, as an emerging growth company, can adopt the
standard for the private company. This may make comparison
of the Company's financial statements with any other public
company which is not either an emerging growth company nor
an emerging growth company which has opted out of using the
extended transition period difficult or impossible as possible
different or revised standards may be used.
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Indemnification of officers and directors may put Woodgate's assets
at risk.
The certificate of incorporation of Woodgate provides that
Woodgate may indemnify officers and/or directors of Woodgate
for liabilities, which can include liabilities arising under
the securities laws. Assets of Woodgate could be used or attached
to satisfy any liabilities subject to such indemnification.
The proposed operations of Woodgate are speculative.
The success of the proposed business plan of Woodgate will depend
to a great extent on the operations, financial condition and
management of the private company which combines with Woodgate.
While business combinations with entities having established
operating histories are preferred, there can be no assurance
that Woodgate will be successful in locating candidates meeting
such criteria. The decision to enter into a business combination
will likely be made without detailed feasibility studies,
independent analysis, market surveys or similar information which,
if Woodgate had more funds available to it, would be desirable.
In the event Woodgate completes a business combination the success
of its operations will be dependent upon management of the private
company and numerous other factors beyond the control of Woodgate.
There is no assurance that Woodgate can identify a company and
consummate a business combination.
The Company will seek only one business combination and as such
there is no diversification of investment.
The purpose of Woodgate is to seek, and acquire an interest in a
business entity which desires to seek the perceived advantages of
a corporation which has a class of securities registered under the
Exchange Act. Woodgate may participate in a business venture of
virtually any kind or nature and it will not restrict its search
to any specific business, industry, or geographical location.
Management anticipates that Woodgate will be able to participate
in only one potential business venture because Woodgate has nominal
assets and limited financial resources. This lack of diversification
should be considered a substantial risk to the shareholders of
Woodgate because it will not permit Woodgate to offset potential
losses from one venture against gains from another.
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Possible classification as a penny stock which may increase reporting
obligations for any transaction and additional burden on any potential
broker.
In the event that a public market develops for the securities of
Woodgate following a business combination, such securities may be
classified as a penny stock depending upon their market price and
the manner in which they are traded. The Securities and Exchange
Commission has adopted Rule 15g-9 which establishes the definition
of a "penny stock", for purposes relevant to Woodgate, as any equity
security that has a market price of less than $5.00 per share or
with an exercise price of less than $5.00 per share whose securities
are admitted to quotation but do not trade on the Nasdaq Capital
Market or on a national securities exchange. For any transaction
involving a penny stock, unless exempt, the rules require delivery
by the broker of a document to investors stating the risks of
investment in penny stocks, the possible lack of liquidity,
commissions to be paid, current quotation and investors' rights
and remedies, a special suitability inquiry, regular reporting
to the investor and other requirements.
There is a scarcity of and competition for business opportunities
and combinations.
Woodgate is and will continue to be an insignificant participant
in the business of seeking mergers with and acquisitions of business
entities. A large number of established and well-financed entities,
including venture capital firms, are active in mergers and
acquisitions of companies which may be merger or acquisition
candidates for Woodgate. Nearly all such entities have
significantly greater financial resources, technical expertise
and managerial capabilities than Woodgate and, consequently,
Woodgate will be at a competitive disadvantage in identifying
possible business opportunities and successfully completing a
business combination. Moreover, Woodgate will also
compete with numerous other small public companies in seeking
merger or acquisition candidates.
There is no agreement for a business combination and no minimum
requirements for business combination.
Tiber Creek is continually in discussion with various entities who
are considering the use of a reporting company as part of the process
of going public. As of the date of this registration statement,
Woodgate has no current arrangement, agreement or understanding
with respect to engaging in a business combination with a specific
entity. When, if at all, Woodgate enters into a business
combination it will file the required reports with the Securities
and Exchange Commission. There can be no assurance that Woodgate
will be successful in identifying and evaluating suitable business
opportunities or in concluding a business combination. No particular
industry or specific business within an industry has been selected.
Woodgate has not established a specific length of operating history
or a specified level of earnings, assets, net worth or other criteria
which it will require a private company to have achieved, or without
which Woodgate would not consider a business combination with such
business entity. Accordingly,
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Woodgate may enter into a business combination with a business
entity having no significant operating history, losses, limited or
no potential for immediate earnings, limited assets, negative net
worth or other negative characteristics. There is no assurance that
Woodgate will be able to negotiate a business combination on terms
favorable to Woodgate.
Reporting requirements may delay or preclude acquisition.
Pursuant to the requirements of Section 13 of the Exchange Act,
Woodgate is required to provide certain information about significant
acquisitions including audited financial statements of the acquired
company. Obtaining audited financial statements is the economic
responsibility of the private company. The additional time and costs
that may be incurred by some potential companies to prepare such
financial statements may significantly delay or essentially preclude
consummation of an otherwise desirable acquisition by Woodgate.
Prospects that do not have or are unable to obtain the required
audited statements may not be appropriate for acquisition so long
as the reporting requirements of the Exchange Act are applicable.
Notwithstanding a company's agreement to obtain audited financial
statements within the required time frame, such audited financial
statements may not be available to Woodgate at the time of entering
into an agreement for a business combination. In cases where audited
financial statements are unavailable, Woodgate will have to rely upon
information that has not been verified by outside auditors in making
its decision to engage in a transaction with the business entity. This
risk increases the prospect that a business combination with such a
company might prove to be an unfavorable one for Woodgate.
Possible Regulation under Investment Company Act which, if imposed, would
substantially increase reporting and compliance costs and regulations.
In the event Woodgate engages in business combinations which result
in Woodgate holding passive investment interests in a number of
entities, Woodgate could be subject to regulation under the Investment
Company Act of 1940. Passive investment interests, as used in the
Investment Company Act, essentially means investments held by entities
which do not provide management or consulting services or are not
involved in the business whose securities are held. In such event,
Woodgate would be required to register as an investment company and
could be expected to incur significant registration and compliance
costs. Woodgate has obtained no formal determination from the
Securities and Exchange Commission as to the status of Woodgate under
the Investment Company Act of 1940. Any violation of such Act could
subject Woodgate to material adverse consequences.
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Woodgate will probably effect a change in control and management and
the biographies and objectives of such management and its impact on
the Company are unknown.
A business combination involving the issuance of the common stock
of Woodgate will, in all likelihood, result in shareholders of a
private company obtaining a controlling interest in Woodgate. As a
condition of the business combination agreement, the shareholders of
Woodgate may agree to sell, transfer or retire all or a portion of
their stock of Woodgate to provide the target company with all or
majority control. The resulting change in control of Woodgate will
likely result in removal of the present officers and directors of
Woodgate and a corresponding reduction in or elimination of their
participation in the future affairs of Woodgate.
Woodgate will probably effect a business combination which may have
a possible impact on the value of the shares of its common
stock so reliance on such present data is not a good indicator of
future value.
A business combination normally will involve the issuance of a
significant number of additional shares. Depending upon the value
of the assets acquired in such business combination, the per share
value of the common stock of Woodgate may increase or decrease,
perhaps significantly.
Federal and state tax consequences will, in all likelihood, be major
considerations in any business combination Woodgate may undertake.
Currently, such transactions may be structured so as to result in
tax-free treatment to both companies, pursuant to various federal
and state tax provisions. Woodgate intends to structure any business
combination so as to minimize the federal and state tax consequences
to both Woodgate and the private company; however, there can be no
assurance that such business combination will meet the statutory
requirements of a tax-free reorganization or that the parties will
obtain the intended tax-free treatment upon a transfer of stock or
assets. A non-qualifying reorganization could result in the imposition
of both federal and state taxes which may have an adverse effect on
both parties to the transaction. Any potential acquisition or merger
with a foreign company may create additional risks.
It is possible Woodgate will enter a business combination with a foreign
entity and will therefore be subject to risks and taxes that are
currently unknown and the impact of which is presently unpredictable.
If Woodgate enters into a business combination with a foreign
concern it will be subject to risks inherent in business operations
outside of the United States. These risks include, for example,
currency fluctuations, regulatory problems, punitive tariffs, unstable
local tax policies, trade embargoes, risks related to shipment of raw
materials and finished goods across national borders and cultural and
language differences. Foreign economies may differ favorably or
unfavorably from the United States economy in growth of gross national
product, rate of inflation, market development, rate of savings,
capital investment, resource self-sufficiency, balance of payments
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positions, and in other respects. Any business combination with a
foreign company may result in control of Woodgate by individuals who
are not resident in the United States and in assets which are located
outside the United States, either of which could significantly reduce
the ability of the shareholders to seek or enforce legal remedies
against Woodgate.
ITEM 2. FINANCIAL INFORMATION
PLAN OF OPERATION.
Woodgate has had no operating history nor any revenues or earnings
from operations. Woodgate has no significant assets or financial
resources. The Company has not generated revenues and has no income or
cash flows from operations since inception. Woodgate has sustained
losses to date and will, in all likelihood, continue to sustain expenses
without corresponding revenues, at least until the consummation of a
business combination.
The continuation of the Company as a going concern is dependent
upon financial support from its stockholders, the ability of the Company
to obtain necessary equity financing to continue operations, successfully
locating and negotiating with a business entity for the combination of that
company with Woodgate. Tiber Creek Corporation, a company
affiliated with management, will pay all expenses incurred by Woodgate
until a business combination is effected without repayment.
There is no assurance that Woodgate will ever be profitable.
Woodgate has no operations nor does it currently engage in any
business activities generating revenues. Woodgate's principal business
objective for the following 12 months is to be used in a business
combination with a private company as part of that company's process
to become a public company.
Woodgate anticipates that during the 12 months following the date
of this registration statement, it will incur costs related to (i) filing
reports as required by the Securities Exchange Acct of 1934, including
accounting fee and (ii) payment of annual corporate fees. It is
anticipated that such expenses will not exceed $5,000 although Tiber
Creek has not set a limit on the amount of expenses it will pay on behalf
of Woodgate. Tiber Creek has agreed to fund the expenses of Woodgate
until a change in control without reimbursement after which time such
expenses will become the responsibility of new management. Because
of the nature of the Woodgate and its absence of any on-going operations,
these expenses are anticipated to be relatively low.
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Business Combination with a Private Company
Tiber Creek Corporation assists companies to become public
reporting companies, for the preparation and filing of a registration
statement and for introduction to brokers and market makers.
Such services may include, when and if appropriate, effecting a
business combination with Woodgate.
As potential candidates for a business combination, Tiber Creek
is always in various stages of discussion with potential private companies.
At the time that one of these companies retains Tiber Creek and a decision
is made to combine the company with Woodgate, then Woodgate will make an
appropriate filing reporting that event.
Woodgate will not make any independent search for a possible private
company nor will it retain or use any entity to identify or analyze the
merits of a private company. Woodgate will effect a business combination
with a private company as part of the process of teh private company
becoming a public reporting company.
Management of Woodgate
Woodgate has no full time employees. James Cassidy and James
McKillop are the officers and directors of Woodgate and its indirect
beneficial shareholders. Mr. Cassidy, as president of Woodgate, and Mr.
McKillop as vice president, will allocate a limited portion of time to
the activities of Woodgate without compensation. Potential conflicts may
arise with respect to the limited time commitment by management and the
potential demands of the activities of Woodgate.
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The amount of time spent by Mr. Cassidy or Mr. McKillop on the
activities of Woodgate is not predictable. Such time may vary widely
from an extensive amount when reviewing a company and effecting
a business combination to an essentially quiet time when activities of
management focus elsewhere. It is impossible to predict the amount of
time that will actually be required to spend to review suitable
companies.
General Business Plan
The purpose of Woodgate is to effect a business combination with
a business entity which desires to seek the perceived advantages of
a corporation which has a class of securities registered under the
Exchange Act. Woodgate will not be restricted to any specific
business, industry, or geographical location and Woodgate may
participate in a business venture of virtually any kind or nature.
Woodgate will not conduct a search for a target company.
Woodgate will be available for use by any client of Tiber Creek
which wishes to use a reporting company incident to the process
of registering its securities.
Management anticipates that it will be able to participate in only
one potential business venture because Woodgate has nominal assets
and limited financial resources. This lack of diversification should
be considered a substantial risk to the shareholders of Woodgate
because it will not permit Woodgate to offset potential losses
from one venture against gains from another.
The private company with which Woodgate may effect a business
combination may have recently commenced operations, or may
wish to utilize the public marketplace in order to raise additional
capital in order to expand into new products or markets, to develop
a new product or service, or for other corporate purposes.
None of Woodgate's current officers, directors or shareholders
will have any direct or indirect ownership of any company with which
Woodgate will effect a business combination. After a change in
control of the Company and after a subsequent business combination,
if any, the current shareholders of Woodgate may retain an equity
interest, which would be a non-controlling equity interest. The
current officers and directors of Woodgate will not be officers nor
directors after any change in control. Payment of compensation to
any of Woodgate's officers, directors or shareholders will not be
a condition to a change in control or any subsequent business
combination.
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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.
Woodgate has, and will continue to have, no capital with which to
provide the owners of business entities with any cash or other assets.
However, Woodgate offers owners of acquisition candidates the
opportunity to acquire a controlling ownership interest in a reporting
company.
Sixty days after the initial filing of this registration
statement, Woodgate will automatically become subject to the reporting
requirements of the Securities Exchange Act of 1934. Included in these
requirements is the duty of Woodgate to file audited financial statements
reporting a business combination which is required to be filed with the
Securities and Exchange Commission upon completion of the combination.
Because of the time required to prepare financial statements, a
private company which has entered into a business combination agreement
may wish to take control of Woodgate before the it has completed its
audit. Among other things, this will allow the private company
to announce the pending combination through filings with the
Securities and Exchange Commission which will then be available to the
financial community, potential investors, and others. In such case,
Woodgate will only have access to unaudited and possibly limited
financial information about the private company in making a decision to
combine with that company.
Following a business combination Woodgate may require the
services of others in regard to accounting, legal services, underwritings
and corporate public relations. Tiber Creek Corporation may recommend
one or more underwriters, financial advisors, accountants, public relations
firms or other consultants to provide such services.
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Terms of a Business Combination
In implementing a structure for a particular business combination,
Woodgate may become a party to a merger, consolidation, reorganization,
joint venture, licensing agreement or other arrangement with another
corporation or entity. On the consummation of a change in control, it
is likely that the present management and shareholders of Woodgate will
no longer be in control of Woodgate. In addition, it is likely that
the officers and directors of Woodgate will, as part of the terms of the
change in control, resign and be replaced by one or more new officers and
directors.
It is anticipated that any securities issued in any business
combination would be issued in reliance upon exemption from registration
under applicable federal and state securities laws. Woodgate will likely
register all or a part of such securities for public trading after the
transaction is consummated. If such registration occurs, it will be
undertaken by the surviving entity after Woodgate has entered into an
agreement for a business combination or has consummated a business
combination and Woodgate is no longer considered a blank check
company. The issuance of additional securities and their potential sale
into any trading market which may develop in the securities of Woodgate
may depress the market value of the securities of Woodgate in the
future if such a market develops, of which there is no assurance.
While the terms of a business transaction to which Woodgate may be a
party cannot be predicted, it is expected that the parties to the business
transaction will desire to avoid the creation of a taxable event and
thereby structure the acquisition in a tax-free reorganization under
Sections 351 or 368 of the Internal Revenue Code of 1986, as amended.
Woodgate will participate in a business combination only after the
negotiation and execution of appropriate agreements. Although the terms
of such agreements cannot be predicted, generally such agreements will
require certain representations and warranties of the parties thereto, will
specify certain events of default, will detail the terms of closing and the
conditions which must be satisfied by the parties prior to and after such
closing and will include miscellaneous other terms.
James Cassidy and James McKillop, the officers and directors will
provide their services without charge or repayment by Woodgate until
such time as a change in control is effected. Messrs. Cassidy and
McKillop are currently the sole indirect shareholders of Woodgate.
After effecting a change in control and any possible subsequent business
combination, it is likely that Messrs. Cassidy and McKillop will retain
certain non-controlling indirect share ownership but no additional
shares nor compensation or repayment of any sort will be made.
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Undertakings and Understandings Required of private Companies
As part of a business combination agreement, Woodgate intends to
obtain certain representations and warranties from a private company as to
its conduct following the business combination. Such representations and
warranties may include (i) the agreement of the private company to make all
necessary filings and to take all other steps necessary to remain a
reporting company under the Exchange Act for at least a specified period
of time; (ii) imposing certain restrictions on the timing and amount of the
issuance of additional free-trading stock, including stock registered on
Form S-8 or issued pursuant to Regulation S and (iii) giving assurances of
ongoing compliance with the Securities Act, the Exchange Act, the
General Rules and Regulations of the Securities and Exchange
Commission, and other applicable laws, rules and regulations.
A potential private company should be aware that the market price and
trading volume of the securities of Woodgate, when and if listed for
secondary trading, may depend in great measure upon the willingness and
efforts of successor management to encourage interest in Woodgate
within the United States financial community. Woodgate does not have
the market support of an underwriter that would normally follow a public
offering of its securities. Initial market makers are likely to simply
post bid and asked prices and are unlikely to take positions in
Woodgate's securities for their own account or customers without active
encouragement and a basis for doing so. In addition, certain market
makers may take short positions in Woodgate's securities, which may
result in a significant pressure on their market price. Woodgate may
consider the ability and commitment of a private company to actively
encourage interest in Woodgate's securities following a business
combination in deciding whether to enter into a transaction with such
company.
Competition
Woodgate will remain an insignificant participant among the firms
which engage in the acquisition of business opportunities. There are
many established venture capital and financial concerns which have
significantly greater financial and personnel resources and technical
expertise than Woodgate. In view of Woodgate's combined extremely
limited financial resources and limited management availability,
Woodgate will continue to be at a significant competitive disadvantage
compared to Woodgate's competitors.
17
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ITEM 3. PROPERTIES.
Woodgate has no properties and at this time has no agreements to
acquire any properties. Woodgate currently uses the offices of Tiber
Creek Corporation in Los Angeles, California, at no cost to Woodgate.
Tiber Creek Corporation will continue this arrangement until Woodgate
completes a business combination.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT.
The following table sets forth each person known by Woodgate to be
the beneficial owner of five percent or more of the common stock of
Woodgate, all directors individually and all directors and officers of
Woodgate as a group. Except as noted, each person has sole voting and
investment power with respect to the shares shown.
Name and Address Amount of Beneficial
of Beneficial Owner Ownership Percentage of Class
------------------------ -------------------- -------------------
Tiber Creek Corporation (1) 10,000,000 50%
215 Apolena Avenue
Newport Beach, CA 92662
MB Americus LLC (2) 10,000,000 50%
9454 Wilshire Boulevard
Beverly Hills, California 90212
All Executive Officers and 20,000,000 100%
Directors as a Group (1 Person)
(1) As the sole shareholder, officer and director of Tiber Creek
Corporation, a Delaware corporation, James Cassidy, president, secretary
and a director of Woodgate, is deemed to be the beneficial owner of
the shares of common stock of Woodgate owned by it.
(2) As the sole principal of MB Americus LLC, a California business
entity, James McKillop,vice president and a director of Woodgate, is
deemed to be the beneficial owner of the shares of Woodgate owned by it.
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ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS
Woodgate has two directors and officers as follows:
Name Age Positions and Offices Held
James Cassidy 77 President, Secretary, Director
James McKillop 54 Vice President, Director
Set forth below are the name of the directors and officers of
Woodgate, all positions and offices held and the business experience
during at least the last five years:
James Cassidy, Esq., LL.B., LL.M., serves as a director,
president and secretary of Woodgate. Mr. Cassidy received a Bachelor of
Science in Languages and Linguistics from Georgetown University in
1960, a Bachelor of Laws from The Catholic University School of Law in
1963, and a Master of Laws in Taxation from The Georgetown University
School of Law in 1968. From 1963-1964, Mr. Cassidy was law clerk to
the Honorable Inzer B. Wyatt of the United States District Court for the
Southern District of New York. From 1964-1965, Mr. Cassidy was law
clerk to the Honorable Wilbur K. Miller of the United States Court of
Appeals for the District of Columbia. From 1969-1975, Mr. Cassidy was
an associate of the law firm of Kieffer & Moroney and a principal in the
law firm of Kieffer & Cassidy, Washington, D.C. From 1975 to date, Mr.
Cassidy has been a principal in the law firm of Cassidy & Associates, and
its predecessors, specializing in securities law and related corporate and
federal taxation matters. Mr. Cassidy also serves as President, sole
director and shareholder of Tiber Creek Corporation, which is a shareholder
of Woodgate. Tiber Creek also provides services to companies in
assisting it them in becoming public companies and with introductions
to the financial community. Mr. Cassidy is a member of the bars of the
District of Columbia and the State of New York, and is admitted to
practice before the United States Tax Court and the United States Supreme
Court. Woodgate believes Mr. Cassidy to have the business experience
necessary to serve as a director of Woodgate as it seeks to enter into a
business combination. As a lawyer involved in business transactions and
securities matters, Mr. Cassidy has had ample experience in evaluating
companies and management, understanding business plans, assisting in
capital raising and determining corporate structure and objectives.
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James McKillop serves as a director and vice president of
Woodgate. Mr. McKillop began his career at Merrill Lynch. Mr. McKillop
has also been involved in financial reporting and did a daily stock market
update for KPCC radio in Pasadena, California. Mr. McKillop is the founder
of MB Americus LLC which specializes in consulting and public relations.
Mr. McKillop has provided consulting services to Tiber Creek Corporation
for more than five years. Mr. McKillop has written articles for varous
publications on financial matters. He has been a past member of the World
Affairs Council. Mr. McKillop received his Bachelor of Arts in Economics
in 1984 from the University of California at Los Angeles. With his
background in financial and securities matters, Woodgate believes Mr.
McKillop to have experience and knowledge that will serve Woodgate in
seeking, evaluting and determining a suitable private company.
There are no agreements or understandings for the above-named
officers or directors to resign at the request of another person and the
above-named officers and directors are not acting on behalf of nor will
act at the direction of any other person.
Recent Blank Check Companies
James Cassidy, the president and a director of Woodgate and
James McKillop, vice president and a director of Woodgate, are involved
with other existing blank check companies and with blank check companies
that have had a change in control and-or have effected a business
combination. The initial business purpose of each of these companies
was to engage in a business combination with an unidentified private
company or companies and each was a blank check company until
completion of a business combination.
The below listed companies each independently negotiated
with Tiber Creek for Tiber Creek to assist it in going public.
These companies paid Tiber Creek for its assistance. Typically
Tiber Creek received cash compensation and retained a stock interest
in the reporting company. Tiber Creek engaged the law firm which
prepared the legal documentation required for the client company
to take control of the reporting company and to commence filing
its periodic and periodic reports.
A change in control of a company as listed below will not
change that company's status as a shell company. Once a company
effects a business combination such as a merger with a company
that has operations, revenues, a business plan or other corporate
structure, then at that time, the company's status as a shell
company may change. At such time, such company will flie a
Form 8-K with the business combination information and notice
of the change in its status.
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The information summarizes the blank check companies with
which Mr. Cassidy and/or Mr. McKillop is or has been involved in the
past five years which filed a registration statement on Form 10 or Form
10-SB. In most instances that a business combination is transacted with
one of these companies, it is required to file a Current Report on Form
8-K describing the transaction. Reference is made to the Current Report
on Form 8-K filed for any company listed below and for additional detailed
information concerning the business combination entered into by that
company, including financial information.
Cabinet Acquisition Corporation: Form 10-SB filed on 8/28/2000,
file number 0-31398. Mr. Cassidy was the sole indirect beneficial
shareholder, officer and director of the corporation. On October 8,
2009, the corporation effected a change in control with the redemption
of 500,000 shares of common stock for a consideration at par of $.0001
and the issuance of 3,000,000 additional shares of common stock at
a consideration of par, $.0001, and the election of new directors and
appointment of new officers. Mr. Cassidy beneficially retained
500,000 shares and resigned from all offices and as a director.
Canistel Acquisition Corporation. Form 10 filed on May 23, 2008,
file number 000-53255. Mr. Cassidy was the sole officer and director
and Mr. McKillop was an employee of the corporation. Mr. Cassidy and Mr.
McKillop were the only shareholders and each was indirect beneficial
shareholder. On December 7, 2010, the corporation filed a form 8-K
noticing the change of control effected on December 3, 2010 with
redemption of 250,000 shares of common stock from each of the then two
shareholders at a redemption price of $.0001 per share for an
aggregate redemptio price of $50, the issuance of 21,000,000 additional
shares of common stock at a purchase price per share at par of $.0001,
the election of new directors and appointment of new officers. Mr.
Cassidy and Mr. McKillop each retained 250,000 shares. Mr. Cassidy
resigned from all offices and as a director and Mr. McKillop resigned
as an employee. On December 3, 2010, Canistel changed its name to
Opera Jet International, Ltd. Subsequent to the change of control,
on February 13, 2012, Opera Jet filed a Form 8-K noticing a business
combination in the form of an acquisition of all the outstanding stock
of Opera Jet a.s. and a change in its status.
Console Acquisition Corporation: Form 10 filed on May 23, 2008,
file number 000-53257. Mr. Cassidy was the sole officer and director
and Mr. McKillop was an employee of the corporation. Mr. Cassidy and
Mr. McKillop were the only shareholders and each was indirect beneficial
shareholder. On December 22, 2009, the corporation filed a form 8-K
noticing the change of control effected on December 21, 2009. The company
redeemed an aggregate of 500,000 shares of common stock at a redemption
price of par, $.0001 and issued an additional 7,000,000 shares of common
stock at a purchase price of $.0001 per share, the election of new
directors and appointment of new officers. Mr. Cassidy and Mr. McKillop
each retained 250,000 shares. Mr. Cassidy resigned from all offices and
as a director and Mr. McKillop resigned as an employee.
Hightower Acquisition Corporation: Form 10 filed on May 23,
2008, file number 000-53258. Mr. Cassidy was the sole officer and
director and Mr. McKillop was an employee of the corporation. Mr.
Cassidy and Mr. McKillop were the only shareholders and each was
indirect beneficial shareholder. On May 12, 2010, the corporation filed
a form 8-K noticing the change of control effected on May 12, 2010
with redemption of 375,000 shares from each of the then two shareholders
at a per share redemption price at par of $.0001, the issuance of
14,200,000 additional shares of common stock at a per share purchase
price at par of $.0001, the election of new directors and appointment
of new officers. Mr. Cassidy and Mr. McKillop each retained 125,000
shares. Mr. Cassidy resigned from all offices and as a director and
Mr. McKillop resigned as an employee. On May 12, 2010, Hightower
changed its name to Adelman Enterprises, Inc.
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Spinnet Acquisition Corporation: Form 10 filed on May 23, 2008,
file number 000-53256 Mr. Cassidy was the sole officer and director and
Mr. McKillop was an employee of the corporation. Mr. Cassidy and Mr.
McKillop were the only shareholders and each was indirect beneficial
shareholder. On October 5, 2009 the corporation filed a form 8-K noticing
the change of control effected on September 30, 2010 with redemption of
250,000 shares from each of the then two shareholders at a per share
redemption price at par of $.0001, the issuance of 1,000,000 additional
shares of common stock at a per share purchase price at par of $.0001,
the election of new directors and appointment of new officers. Mr.
Cassidy and Mr. McKillop each retained 250,000 shares. Mr. Cassidy resigned
from all offices and as a director and Mr. McKillop resigned as an employee.
On September 30, 2009, Spinnet changed its name to VanHolt Group, Ltd.
Greenmark Acquisition Corporation: Form 10 filed on May 23,
2008, file number 000-53259. Mr. Cassidy was the sole officer and director
and Mr. McKillop was an employee of the corporation. Mr. Cassidy and Mr.
McKillop were the only shareholders and each was indirect beneficial
shareholder. On December 11, 2010, Greenmark issued an additional
2,000,000 shares to each of the then shareholders. On December 14,
2010 the corporation filed a form 8-K noticing the change of control
effected on December 13, 2010 with the issuance of 200,000,000 shares
of common stock at a per share purchase price at par of $.0001, the
election of new directors and appointment of new officers. Mr. Cassidy
and Mr. McKillop each beneficially retained 2,500,000 shares. Mr. Cassidy
resigned from all offices and as a director and Mr. McKillop resigned as
an employee. On December 11, 2011, Greenmark changed its name to
Powerdyne International, Inc. Powerdyne Acquisition filed a Form 8-K
noticing a business combination in the form of a merger with Powerdyne,
Inc. (Nevada) and a change in its status on March 25, 2011.
Alderwood Acquisition Corporation: Form 10 filed on October 7,
2010, file number 000-54148. Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively. Mr. Cassidy and Mr. McKillop were the only shareholders and
each was indirect beneficial owner of 10,000,000 shares. On July 20, 2011
the corporation filed a Form 8-K noticing the change of control effected
July 15, 2011 with the redemption of 19,800,000 shares of the 20,000,000
shares of outstanding stock at a per share redemption price at par of
$.0001, the issuance of 26,153,846 shares of common stock for services to
the company valued at par $.0001, the election of new directors and
appointment of new officers. Mr. Cassidy and Mr. McKillop each
beneficially retained 100,000 shares of stock. Messrs. Cassidy and
McKillop each resigned from all offices and as directors. The name
of the corporation was changed to SGreenTech Group Ltd. and subsequently
changed to Pixtel Group Ltd.
Oakwood Acquisition Corporation: Form 10 filed on October 7,
2010, file number 000-54147. Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively. Mr. Cassidy and Mr. McKillop were the only shareholders
and each was indirect beneficial owner of 10,000,000 shares. On
December 12, 2011 the corporation filed a Form 8-K noticing the change of
control effected November 30, 2011 with the redemption of 19,500,000 shares
of the 20,000,000 shares of outstanding stock at a per share redemption
price at par of $.0001, issuance of 1,000,000 shares of common stock at
a per share purchase price at par of $.0001, the election of new directors
and appointment of new officers. Mr. Cassidy and Mr. McKillop each
beneficially retained 250,000 shares of stock. Messrs. Cassidy and
McKillop each resigned from all offices and as directors. The name of
the corporation was changed to Bristol Rhace Natural Resource
Corporation.
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Pinewood Acquisition Corporation: Form 10 filed on October 7,
2010, file number 000-54146. Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively. Mr. Cassidy and Mr. McKillop were the only shareholders
and each was indirect beneficial owner of 10,000,000 shares. On June 1,
2011, Pinewood Acquisition Corporation filed a Form 8-K noticing the
change of control effected May 25, 2011 with the redemption of an
aggregate of 19,500,000 of the then 20,000,000 shares of outstanding
common stock at a per share redemption price at par of $.0001, issuance
of 19,500,000 additional shares of common stock at a per share price at
par of $.0001, the election of new directors and appointment of new
officers. Mr. Cassidy and Mr. McKillop each beneficially retained
250,000 shares of stock. Messrs. Cassidy and McKillop each resigned
from all offices and as directors. The name of the corporation was
changed to De Yang International Group Ltd. and subsequently changed
to Fun World Media, Inc.
Sherwood Acquisition Corporation: Form 10 filed on October 7,
2010, file number 000-54145. Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively. Mr. Cassidy and Mr. McKillop were the only shareholders
and each was indirect beneficial owner of 10,000,000 shares. On July 22,
2011, Sherwood Acquisition Corporation filed a Form 8-K noticing the
change of control effected July 20, 2011 with the redemption of an
aggregate of 19,800,000 shares of the then 20,000,000 shares of
of outstanding common stock at a per share redemption price at par
of $.0001, issuance of 19,800,000 additional shares of common
stock at the per share price at par of $.0001, the election of new
directors and appointment of new officers. Mr. Cassidy and Mr.
McKillop each beneficially retained 100,000 shares of stock. Messrs.
Cassidy and McKillop each resigned from all offices and as directors.
Beachwood Acquisition Corporation: Form 10 filed on June 2,
2011, file number 000-54423. Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively. Mr. Cassidy and Mr. McKillop were the only shareholders and
each was indirect beneficial owner of 10,000,000 shares. On August 31,
2011 Beachwood Acquisition Corporation filed a Form 8-K noticing the
change of control effected August 31, 2011 with the redemption of an
aggregate of 18,500,000 shares of the then outstanding 20,000,000 shares
of common stock at a per share redemption price at par of $.0001,
issuance of 3,000,000 additional shares of common stock at a per share
price at par of $.0001, the election of new directors and appointment of
new officers. Mr. Cassidy and Mr. McKillop each beneficially retained
750,000 shares of stock. Messrs. Cassidy and McKillop each resigned
from all offices and as directors. The name of the corporation was
changed to BioPharma Manufacturing Solutions Inc. BioPharma
Manufacturing Solutions Inc. filed a Form 8-K noticing a business
combination in the form of a stock-for-assets acquisition of
BioPharmaceutical Process Engineering and Consulting Services and
a change in its status on October 18, 2012.
Boxwood Acquisition Corporation: Form 10 filed on June 2,
2011, file number 000-54424. Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively. Mr. Cassidy and Mr. McKillop were the only shareholders and
each was indirect beneficial owner of 10,000,000 shares. On November 1,
2011 Boxwood Acquisition Corporation filed a Form 8-K noticing the
change of control effected October 28, 2011 with the redemption of an
aggregate of 19,500,000 shares of the then outstanding 20,000,000 shares
of common stock at a per share redemption price at par of $.0001, the
issuance of 10,500,000 additional shares of common stock at a per share
price at par of $.0001, the election of new directors and appointment
of new officers. Mr. Cassidy and Mr. McKillop each beneficially retained
250,000 shares of stock. Messrs. Cassidy and McKillop each resigned
from all offices and as directors. The name of the corporation was
changed to GreenPower International Group, Ltd. Greenpower International
filed a Form 8-K noticing a business combination in the form of
an acquisition of Greenwpower International Group Limited (BVI)
and a change in its status on February 13, 2012.
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Cottonwood Acquisition Corporation: Form 10 filed on June 2,
2011, file number 000-54425. Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively. Mr. Cassidy and Mr. McKillop were the only shareholders
and each was indirect beneficial owner of 10,000,000 shares. On
November 2, 2011 Cottonwood Acquisition Corporation filed a Form 8-K
noticing the change of control effected October 30, 2011 with the
redemption of an aggregate of 19,700,000 shares of the then outstanding
20,000,000 shares of common stock at a per share redemption price at
par of $.0001, the issuance of 19,700,000 additional shares of common
stock at a per share price at par of $.0001, the election of new directors
and appointment of new officers. Mr. Cassidy and Mr. McKillop each
beneficially retained 150,000 shares of stock. Messrs. Cassidy and
McKillop each resigned from all offices and as directors. The name of
the corporation was changed to Creative Entertainment Holdings, Inc.
Driftwood Acquisition Corporation: Form 10 filed on June 2,
2011, file number 000-54426. Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively. Mr. Cassidy and Mr. McKillop were the only shareholders
and each was indirect beneficial owner of 10,000,000 shares. On February
28, 2012, Driftwood Acquisition Corporation filed a Form 8-K noticing
the change of control effected February 1, 2012 with the redemption
of an aggregate of 19,500,000 shares of the then outstanding 20,000,000
shares of common stock at a per share redemption price of $.0001, the
issuance of 6,000,000 additional shares of common stock at a per share
price at par of $.0001, the election of new directors and appointment
of new officers. Mr. Cassidy and Mr. McKillop each beneficially
retained 250,000 shares of stock. Messrs. Cassidy and McKillop each
resigned from all offices and as directors. The name of the corporation
was changed to Pivotal Group, Inc. Pivotal Group, Inc. filed a Form
8-K noticing a business combination in the form of stock-for-stock
acquisition of PKCCR, LLC and a change in its status on August 29, 2012.
Moosewood Acquisition Corporation: Form 10 filed on June 2,
2011, file number 000-54427. Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively. Mr. Cassidy and Mr. McKillop were the only shareholders
and each was indirect beneficial owner of 10,000,000 shares. On May 23,
2012, Moosewood Acquisition Corporation filed a Form 8-K noticing the
change of control effected May 22, 2012 with the redemption of an
aggregate of 19,500,000 shares of the then outstanding 20,000,000
shares of common stock at a per share redemption price at par of
$.0001, the issuance of 1,000,000 additional shares of common stock
at a per share price at par of $.0001, the election of new directors
and appointment of new officers. Mr. Cassidy and Mr. McKillop each
beneficially retained 250,000 shares of stock. Messrs. Cassidy and
McKillop each resigned from all offices and as directors. The name
of the corporation was changed to First Rate Staffing Corporation.
First Rate Staffing Corporation filed a Form 8-K noticing a business
combination in the form of a merger with First Rate Staffing, LLC and
First Rate Staffing, Inc. (Nevada) and a change in its status on
November 13, 2012.
Amberwood Acquisition Corporation: Form 10 filed on November 8,
2011, file number 000-54541. Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively. Mr. Cassidy and Mr. McKillop were the only shareholders
and each was indirect beneficial owner of 10,000,000 shares. Amberwood
Acquisition Corporation filed a Form 8-K noticing the change of control
effected March 27, 2012 with the redemption of an aggregate of 19,500,000
shares of the then outstanding 20,000,000 shares of common stock at a per
share redemption price at par of $.0001, the issuance of 1,000,000
additional shares of common stock at a per share price at par of $.0001,
the election of new directors and appointment of new officers. Mr.
Cassidy and Mr. McKillop each beneficially retained 250,000 shares of
stock. Messrs. Cassidy and McKillop each resigned from all offices and
as directors. The name of the corporation was changed to American Laser
Healthcare Corporation.
Bluewood Acquisition Corporation: Form 10 filed on November 8,
2011, file number 000-54542. Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively. Mr. Cassidy and Mr. McKillop were the only shareholders
and each was indirect beneficial owner of 10,000,000 shares. On April
30, 2012, Bluewood Acquisition Corporation filed a Form 8-K noticing the
change of control effected April 30, 2012 with the redemption of an
aggregate of 19,500,000 shares of the then outstanding 20,000,000
shares of common stock at a per share redemption price at par of
$.0001, the issuance of 1,000,000 additional shares of common stock at
a per share price at par of $.0001, the election of new directors and
appointment of new officers. Mr. Cassidy and Mr. McKillop each
beneficially retained 250,000 shares of stock. Messrs. Cassidy and
McKillop each resigned from all offices and as directors. The name of
the corporation was changed to Xtreme Healthcare Corporation. Xtreme
Healthcare Corporation filed a Form 8-K noticing a business combination
in the form of a stock-for-stock acquisition with Xtreme Care Ambulance
Inc. and a change in its status on November 13, 2012.
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Rosewood Acquisition Corporation: Form 10 filed on November 8,
2011, file number 000-54544. Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively. Mr. Cassidy and Mr. McKillop were the only shareholders
and each was indirect beneficial owner of 10,000,000 shares. On April 3,
2012, Rosewood Acquisition Corporation filed a Form 8-K noticing the
change of control effected March 31, 2012 with the redemption of an
aggregate of 19,500,000 shares of the then outstanding 20,000,000
shares of common stock at a per share redemption price at par of $.0001,
the issuance of 1,000,000 additional shares of common stock at a per
share price at par of $.0001, the election of new directors and
appointment of new officers. Mr. Cassidy and Mr. McKillop each
beneficially retained 250,000 shares of stock. Messrs. Cassidy
and McKillop each resigned from all offices and as directors.
Silverwood Acquisition Corporation: Form 10 filed on November 8,
2011, file number 000-54545. Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively. Mr. Cassidy and Mr. McKillop were the only shareholders
and each was indirect beneficial owner of 10,000,000 shares. On January
4, 2013, Silverwood Acquisition Corporation filed a Form 8-K noticing the
change of control effected December 20, 2012 with the redemption of an
aggregate of 19,500,000 shares of the then outstanding 20,000,000
shares of common stock at a per share redemption price at par of
$.0001, the issuance of 1,000,000 additional shares of common stock
at a per share price at par of $.0001, the election of new directors
and appointment of new officers. Mr. Cassidy and Mr. McKillop each
beneficially retained 250,000 shares of stock. Messrs. Cassidy and
McKillop each resigned from all offices and as directors.
Yellowwood Acquisition Corporation: Form 10 filed on November 8,
2011, file number 000-54546. Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively. Mr. Cassidy and Mr. McKillop were the only shareholders
and each was indirect beneficial owner of 10,000,000 shares. On April 17,
2012, Yellowwood Acquisition Corporation filed a Form 8-K noticing the
change of control effected April 17, 2012 with the redemption of an
aggregate of 19,500,000 shares of the then outstanding 20,000,000
shares of common stock ata per share redemption price at par of $.0001,
the issuance of 1,000,000 additional shares of common stock at a per
share price at par of $.0001, the election of new directors and
appointment of new officers. Mr. Cassidy and Mr. McKillop each
beneficially retained 250,000 shares of stock. Messrs. Cassidy and
McKillop each resigned from all offices and as directors. On June 6,
2012, Yellowwood Acquisition Corporation filed a Form 8-K noticing a
business combination in the form of a merger with Ameri Metro, Inc.
which included a change of the name of Yellowwood Acquisition Corporation
as the surviving corporation to Ameri Metro, Inc. and a change in its
status.
Bentwood Acquisition Corporation: Form 10 filed on January 27,
2012, file number 000-54590. Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively. Mr. Cassidy and Mr. McKillop were the only shareholders
and each was indirect beneficial owner of 10,000,000 shares. On July 17,
2012, Bentwood Acquisition Corporation filed a Form 8-K noticing the
change of control effected July 11, 2012 with the redemption of an
aggregate of 19,500,000 shares of the then outstanding 20,000,000 shares
of common stock at a per share redemption price at par of $.0001, the
issuance of 1,000,000 additional shares of common stock at a per share
price at par of $.0001, the election of new directors and appointment of
new officers. Mr. Cassidy and Mr. McKillop each beneficially retained
250,000 shares of stock. Messrs. Cassidy and McKillop each resigned
from all offices and as directors. The name of the corporation was
changed to Rezilient Direct Corporation.
Hardwood Acquisition Corporation: Form 10 filed on January 27,
2012, file number 000-54591. Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively. Mr. Cassidy and Mr. McKillop were the only shareholders
and each was indirect beneficial owner of 10,000,000 shares. On
October 5, 2012, Harwood Acquisition Corporation filed a Form 8-K
noticing the change of control with the redemption of an aggregate
of 19,700,000 shares of the then outstanding 20,000,000
shares of common stock at a per share redemption price at par of
$.0001, the election of new directors and appointment
of new officers. Mr. Cassidy and Mr. McKillop each beneficially
retained 150,000 shares of stock. Messrs. Cassidy and McKillop
each resigned from all offices and as directors. The name of
the corporation was changed to Moxian Corporation.
Lightwood Acquisition Corporation: Form 10 filed on January 27,
2012, file number 000-54592. Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively. Mr. Cassidy and Mr. McKillop were the only shareholders
and each was indirect beneficial owner of 10,000,000 shares. On
October 16, 2012, Lightwood Acquisition Corporation filed a Form 8-K
noticing the change of control with the redemption of an aggregate
of 19,700,000 shares of the then outstanding 20,000,000
shares of common stock, the election of new directors and appointment
of new officers. Mr. Cassidy and Mr. McKillop each beneficially
retained 150,000 shares of stock. Messrs. Cassidy and McKillop
each resigned from all offices and as directors. The name of the
corporation was changed to Greenpro Resources Corporation.
Roundwood Acquisition Corporation: Form 10 filed on January 27,
2012, file number 000-54593. Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively. Mr. Cassidy and Mr. McKillop were the only shareholders
and each was indirect beneficial owner of 10,000,000 shares. On June 15,
2012, Roundwood Acquisition Corporation filed a Form 8-K noticing the
change of control effected June 7, 2012 with the redemption of an
aggregate of 19,500,000 shares of the then outstanding 20,000,000
shares of common stock at a per share redemption price at par of
$.0001, the issuance of 10,500,000 additional shares of common stock
at a per share price at par of $.0001, the election of new directors
and appointment of new officers. Mr. Cassidy and Mr. McKillop each
beneficially retained 250,000 shares of stock. Messrs. Cassidy and
McKillop each resigned from all offices and as directors. The name
of the corporation was changed to Bio Oil National Corporation.
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Timberwood Acquisition Corporation: Form 10 filed on January 27,
2012, file number 000-54594. Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively. Mr. Cassidy and Mr. McKillop were the only shareholders
and each was indirect beneficial owner of 10,000,000 shares. On May 15,
2012, Timberwood Acquisition Corporation filed a Form 8-K noticing the
change of control effected May 12, 2012 with the redemption of an
aggregate of 19,500,000 shares of the then outstanding 20,000,000
shares of common stock at a per share redemption price at par of $.0001,
the issuance of 19,500,000 additional shares of common stock at a per
share price at par of $.0001, the election of new directors and
appointment of new officers. Mr. Cassidy and Mr. McKillop each
beneficially retained 250,000 shares of stock. Messrs. Cassidy and
McKillop each resigned from all offices and as directors.
Entree Acquisition Corporation: Form 10 filed on May 30,
2012, file number 000-54720. Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively. Mr. Cassidy and Mr. McKillop were the only shareholders
and each was indirect beneficial owner of 10,000,000 shares. On
October 3, 2012, Entree Acquisition Corporation filed a Form 8-K
noticing the change of control with the redemption of an aggregate
of 19,500,000 shares of the then outstanding 20,000,000 shares
of common stock at a per share redemption price at par of $.0001,
the issuance of 2,774,126 additional shares of common stock at a
per share price at par of $.0001, the election of new directors
and appointment of new officers. Mr. Cassidy and Mr. McKillop
each beneficially retained 250,000 shares of stock. Messrs.
Cassidy and McKillop each resigned from all offices and as
directors. The name of the corporation was changed to Hauge
Technology, Inc.
Gumtree Acquisition Corporation: Form 10 filed on May 30,
2012, file number 000-54721. Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively. Mr. Cassidy and Mr. McKillop were the only shareholders
and each was indirect beneficial owner of 10,000,000 shares. On
September 17, 2012, Gumtree Acquisition Corporation filed a Form 8-K
noticing the change of control effected September 7, 2012 with the
redemption of an aggregate of 19,500,000 shares of the then
outstanding 20,000,000 shares of common stock at a per share redemption
price at par of $.0001, the issuance of 19,500,000 additional shares
of common stock at a per share price at par of $.0001, the election
of new directors and appointment of new officers. Mr. Cassidy and
Mr. McKillop each beneficially retained 250,000 shares of stock.
Messrs. Cassidy and McKillop each resigned from all offices and
as directors. The name of the corporation was changed to Access US
Oil & Gas, Inc.
Sagetree Acquisition Corporation: Form 10 filed on May 30,
2012, file number 000-54722. Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively. Mr. Cassidy and Mr. McKillop were the only shareholders
and each was indirect beneficial owner of 10,000,000 shares. On
September 27, 2012, Sagetree Acquisition Corporation filed a Form 8-K
noticing the change of control with the redemption of an aggregate
of 19,500,000 shares of the then outstanding 20,000,000 shares
of common stock at a per share redemption price at par of $.0001,
the issuance of 1,000,000 additional shares of common stock at a
per share price at par of $.0001, the election of new directors
and appointment of new officers. Mr. Cassidy and Mr. McKillop
each beneficially retained 250,000 shares of stock. Messrs. Cassidy
and McKillop each resigned from all offices and as directors.
Saddletree Acquisition Corporation: Form 10 filed on May 30,
2012, file number 000-54723. Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively. Mr. Cassidy and Mr. McKillop were the only shareholders
and each was indirect beneficial owner of 10,000,000 shares. On
November 2, 2012, Saddletree Acquisition Corporation filed a Form 8-K
noticing the change of control with the redemption of an aggregate of
19,500,000 shares of the then outstanding 20,000,000 shares of common
stock at a per share redemption price at par of $.0001, issuance of
1,000,000 additional shares of common stock at a per share price at
par of $.0001, the election of new directors and appointment of new
officers. Mr. Cassidy and Mr. McKillop each beneficially retained
250,000 shares of stock. Messrs. Cassidy and McKillop each resigned
from all offices and as directors. The name of the corporation was
changed to Go Green Smokeless Oil International Inc.
Whiffletree Acquisition Corporation: Form 10 filed on May 30,
2012, file number 000-54724. Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively. Mr. Cassidy and Mr. McKillop were the only shareholders
and each was indirect beneficial owner of 10,000,000 shares. On
November 2, 2012, Whiffletree Acquisition Corporation filed a Form 8-K
noticing the change of control with the redemption of an aggregate of
19,750,000 shares of the then outstanding 20,000,000 shares of common
stock at a per share redemption price at par of $.0001, the issuance
of 1,000,000 additional shares of common stock at a per share price at
par of $.0001, the election of new directors and appointment of new
officers. Mr. Cassidy and Mr. McKillop each beneficially retained
250,000 shares of stock. Messrs. Cassidy and McKillop each resigned
from all offices and as directors. The name of the corporation was
changed to Whoopass Poker Corporation.
Conflicts of Interest
The officers and directors of Woodgate have organized and expect to
organize other companies with an identicial structure, purpose, officers,
directors and shareholders. As such management believes there is no
conflict of interest in these companies.
Messrs. Cassidy and McKillop are also the directors of, and sole
beneficial shareholders of the following companies which have filed
registration statements on Form 10 for the registration of their common
stock pursuant to the Securities Exchange Act concurrently with the
filing of this registration statement:
Backgate Acquisition Corporation
Beachgate Acquisition Corporation
Fordgate Acquisition Corporation
Harrogate Acquisition Corporation
Sandgate Acquisition Corporation
Sidegate Acquisition Corporation
Tablegate Acquisition Corporation
Treegate Acquisition Corporation
Wallgate Acquisition Corporation
The blank check companies with which management (including
the directors) is involved are identical except for the name. As and
when created, no one blank check company offers management any more
favorable terms. After Tiber Creek engages a private company that
wishes to become a public company and the decision is made to
utilize a blank check company as part of that process, the client
will choose one of the blank check companies, based solely upon the
name as all other terms are identical. Thus no conflict of interest
arises for management between any of the blank check companies.
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Mr. Cassidy and/or Mr. McKillop may become associated with
additional blank check companies prior to the time that Woodgate has
effected a business combination.
Mr. Cassidy is the principal of Cassidy & Associates, a securities
law firm. As such, demands may be placed on the time of Mr. Cassidy
which will detract from the amount of time he is able to devote to
Woodgate. Mr. Cassidy intends to devote as much time to the activities
of Woodgate as required. However, should such a conflict arise, there
is no assurance that Mr. Cassidy would not attend to other matters prior
to those of Woodgate.
Mr. Cassidy is the president, sole director and shareholder of
Tiber Creek Corporation, which is a shareholder of Woodgate. At the
time of a business combination, some or all of the shares of common stock
owned by Tiber Creek Corporation may be retired by Woodgate. The
amount of common stock which may be sold or continued to be owned by
Tiber Creek Corporation cannot be determined at this time.
Mr. McKillop is the manager and sole member of MB Americus
LLC which is a shareholder of Woodgate. At the time of a business
combination, some or all of the shares of common stock owned by MB
Americus LLC may be purchased or retired by Woodgate. The amount
of common stock which may be sold or continued to be owned by MB
Americus cannot be determined at this time.
The terms of a business combination may provide for a nominal
payment by cash to Tiber Creek Corporation and MB Americus LLC for
the retirement of all or part of the common stock of Woodgate owned by
them.
Investment Company Act of 1940
Although Woodgate will be subject to regulation under the Securities
Act and the Exchange Act, management believes Woodgate will not be subject
to regulation under the Investment Company Act of 1940 insofar as Woodgate
will not be engaged in the business of investing or trading in securities.
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In the event Woodgate engages in business combinations which
result in Woodgate holding passive investment interests in a number of
entities, Woodgate could be subject to regulation under the Investment
Company Act of 1940. In such event, Woodgate would be required to
register as an investment company and could be expected to incur
significant registration and compliance costs. Woodgate has obtained
no formal determination from the Securities and Exchange Commission
as to the status of Woodgate under the Investment Company Act of 1940.
Any violation of such Act would subject Woodgate to material adverse
consequences.
ITEM 6. EXECUTIVE COMPENSATION
The officers and directors of Woodgate do not receive any compensation
for services to Woodgate, have not received such compensation in the past,
and are not accruing any compensation. However, the officers and
directors of Woodgate are also indirect beneficial shareholders and
anticipate receiving possible benefits as beneficial shareholders if
the value of the shares of Woodgate increase after a business transaction
is effected as in such business transaction they will likely retain some
of their shares in Woodgate and would benefit from any such increase in
share value.
Cassidy & Associates may perform legal services for Woodgate
after the business combination and Mr. Cassidy is a principal of such
law firm.
No retirement, pension, profit sharing, stock option or insurance
programs or other similar programs have been adopted by Woodgate for
the benefit of employees.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS AND DIRECTOR INDEPENDENCE.
Woodgate has issued a total of 20,000,000 shares of common stock
pursuant to Section 4(2) of the Securities Act for a total of $2,000
in cash.
James Cassidy is president and a director of Woodgate and the sole
officer, director and the shareholder of Tiber Creek Corporation,
which is a 50% shareholder of Woodgate.
James McKillop is vice president and a director of Woodgate and the
sole manager and member of MB Americus LLC, which is a 50% shareholder
of Woodgate.
As the organizers and developers of Woodgate, James Cassidy and
James McKillop may be considered promoters. Mr. Cassidy has provided
services to Woodgate without charge consisting of preparing and filing
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the charter corporate documents and preparing this registration statement.
Tiber Creek Corporation, a company of which Mr. Cassidy is the sole
director, officer and shareholder, has paid and will continue to pay
all expenses incurred by Woodgate until a change in control is effected,
without repayment. Tiber Creek is a shareholder of Woodgate and may
receive benefits in the future if the company is able to effect a
business combination beneficial to the company.
Woodgate is not currently required to maintain an independent director
as defined by Rule 4200 of the Nasdaq Capital Market nor does it
anticipate that it will be applying for listing of its securities on an
exchange in which an independent directorship is required. It is likely
that neither Mr. Cassidy nor Mr. McKillop would be considered
independent directors if it were to do so.
ITEM 8. LEGAL PROCEEDINGS
There is no litigation pending or threatened by or against
Woodgate.
ITEM 9. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON
EQUITY AND RELATED STOCKHOLDER MATTERS
(a) Market Price. There is no trading market for Woodgate's
common stock and there has been no trading market to date. There is no
assurance that a trading market will ever develop or, if such a market
does develop, that it will continue. There is no common stock or other
equity subject to any outstanding options or warrants or any securities
convertible into common stock of Woodgate nor is any common stock
currently being publicly offered by Woodgate. At the time of this
registration, no shares issued by Woodgate are available for sale pursuant
to Rule 144 promulgated pursuant to the Rules and Regulations of the
Securities and Exchange Commission but after the requisite holding period,
the shareholders of Woodgate could offer their shares for sale pursuant
to such rule. However, all the shareholders of Woodgate are officers and
directors and as such are subject to the rules governing affiliated persons
for sales pursuant to Rule 144.
Pursuant to Rule 144(i) of the Securities Act of 1933, the safe harbor
provisions provided under Rule 144 are not available to shareholders of
the Company and will continue to be unavailable until at least one year
after the Company ceases to be a company with no or nominal operations and
has filed all reports and other materials required to be filed by section
13 or 15(d) of the Exchange Act, as applicable, during the preceding
12 months.
(b) Holders. The issued and outstanding shares of the common
stock of Woodgate were issued to two shareholders in accordance with the
exemptions from registration afforded by Section 4(2) of the Securities
Act of 1933.
(c) Dividends. Woodgate has not paid any dividends to date, and
has no plans to do so in the immediate future. Woodgate presently
intends to retain all earnings, if any, for use in its business operations
and accordingly, the Board of Directors does not anticipate declaring any
dividends prior to a business combination. Dividends, if any, would be
contingent upon Woodgate's revenues and earnings, if any, capital
requirements and financial conditions. The payment of dividends would
be within the discretion of Woodgate's Board of Directors.
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ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES.
During the past three years, Woodgate 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 30, 2012, Woodgate issued the following shares of its
common stock:
Name Number of Shares Consideration
Tiber Creek Corporation (1) 10,000,000 $1,000
MB Americus LLC (2) 10,000,000 $1,000
(1) James Cassidy, president, secretary, and a director of Woodgate,
may be deemed the beneficial owner of the shares owned by Tiber
Creek Corporation.
(2) James McKillop, vice president and a director of Woodgate,
may be deemed the beneficial owner of teh shares owned by
MB Americus LLC.
ITEM 11. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The authorized capital stock of Woodgate consists of 100,000,000
shares of common stock, par value $0.0001 per share, of which there are
20,000,000 issued and outstanding and 20,000,000 shares of preferred
stock, par value $0.0001 per share, of which none have been designated or
issued.
The following statements relating to the capital stock set forth the
material terms of the securities of Woodgate; however, reference is made
to the more detailed provisions of, and such statements are qualified in
their entirety by reference to, the certificate of incorporation and the
by-laws, copies of which are filed as exhibits to this registration
statement.
Common Stock
Holders of shares of common stock are entitled to one vote for each
share on all matters to be voted on by the stockholders. Holders of
common stock do not have cumulative voting rights. Holders of common
stock are entitled to share ratably in dividends, if any, as may be
declared from time to time by the Board of Directors in its discretion
from funds legally available therefor. In the event of a liquidation,
dissolution or winding up of Woodgate, the holders of common stock are
entitled to share pro rata all assets remaining after payment in full of
all liabilities. All of the outstanding shares of common stock are fully
paid and non-assessable.
Holders of common stock have no preemptive rights to purchase the
common stock of Woodgate. There are no conversion or redemption
rights or sinking fund provisions with respect to the common stock.
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Preferred Stock
The Board of Directors is authorized to provide for the issuance of
shares of preferred stock in series and, by filing a certificate pursuant
to the applicable law of Delaware, to establish from time to time the
number of shares to be included in each such series, and to fix the
designation, powers, preferences and rights of the shares of each such
series and the qualifications, limitations or restrictions thereof without
any further vote or action by the shareholders. Any shares of preferred
stock so issued would have priority over the common stock with respect to
dividend or liquidation rights. Any future issuance of preferred stock may
have the effect of delaying, deferring or preventing a change in control
of Woodgate without further action by the shareholders and may adversely
affect the voting and other rights of the holders of common stock. At
present, Woodgate has no plans to issue any preferred stock nor adopt
any series, preferences or other classification of preferred stock.
The issuance of shares of preferred stock, or the issuance of rights
to purchase such shares, could be used to discourage an unsolicited
acquisition proposal. For instance, the issuance of a series of
preferred stock might impede a business combination by including class
voting rights that would enable the holder to block such a transaction,
or facilitate a business combination by including voting rights that
would provide a required percentage vote of the stockholders. In
addition, under certain circumstances, the issuance of preferred stock
could adversely affect the voting power of the holders of the common stock.
Although the Board of Directors is required to make any determination
to issue such stock based on its judgment as to the best interests of the
stockholders of Woodgate, the Board of Directors could act in a manner
that would discourage an acquisition attempt or other transaction that
some, or a majority, of the stockholders might believe to be in their best
interests or in which stockholders might receive a premium for their stock
over the then market price of such stock. The Board of Directors does not
at present intend to seek stockholder approval prior to any issuance of
currently authorized stock, unless otherwise required by law or otherwise.
Woodgate has no present plans to issue any preferred stock.
Trading of Securities in Secondary Market
Following a business combination, a private company will normally wish
to cause Woodgate's common stock to trade in one or more United States
securities markets. The private company may elect to take the steps
required for such admission to quotation following the business
combination or at some later time. Such steps will normally involve filing
a registration statement under the Securities Act. Such registration
statement may include securities held by current shareholders or offered by
Woodgate, including warrants, shares underlying warrants, and debt
securities.
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In order to qualify for listing on the Nasdaq Capital Market, a company
must have at least (i) net tangible assets of $4,000,000 or market
capitalization of $50,000,000 or net income for two of the last three years
of $750,000; (ii) public float of 1,000,000 shares with a market value of
$5,000,000; (iii) a bid price of $4.00; (iv) three market makers; (v) 300
round-lot shareholders and (vi) an operating history of one year or, if
less than one year, $50,000,000 in market capitalization. For continued
listing on the Nasdaq Capital Market, a company must have at least (i)
net tangible assets of $2,000,000 or market capitalization of $35,000,000
ornet income for two of the last three years of $500,000; (ii) a public
float of 500,000 shares with a market value of $1,000,000; (iii) a bid
price of$1.00; (iv) two market makers; and (v) 300 round-lot shareholders.
In 2011, the NASDAQ Stock Market adopted additional listing requirements
for a company that became a 1934 Act reporting company by effecting a
business combination with a public shell, whether through a reverse merger,
exchange offer, or otherwise. These new requirements include (i) trading
for at least one year on the OTC market or another national or foreign
exchange (ii) filing of all required information, including financial,
regarding the business combination (iii) timely filing of all required
periodic financial reports for the prior year, which would include at
least one annual report filing and (iv) maintenance of a $4 share
price for at least 30 of the most recent 60 trading days prior to
the initial listing application.
If, after a business combination and qualification of its securities
for trading, Woodgate does not meet the qualifications for listing on the
Nasdaq Capital Market, Woodgate may apply for quotation of its
securities on the OTC Bulletin Board.
In order to have its securities quoted on the OTC Bulletin Board a
company must (i) be a company that reports its current financial
information to the Securities and Exchange Commission, banking
regulators or insurance regulators; and (ii) have at least one market
maker who completes and files a Form 211 with Regulation, Inc.
The OTC Bulletin Board is a dealer-driven quotation service. Unlike
the Nasdaq Stock Market, companies cannot directly apply to be quoted on
the OTC Bulletin Board, only market makers can initiate quotes, and quoted
companies do not have to meet any quantitative financial requirements.
Any equity security of a reporting company not listed on the Nasdaq Stock
Market or on a national securities exchange is eligible.
In certain cases Woodgate may elect to have its securities initially
quoted in the Pink Sheets published by Pink OTC Markets Inc.
In general there is greatest liquidity for traded securities on the
Nasdaq Capital Market, less on the OTC Bulletin Board, and least through
quotation on the Pink Sheets. It is not possible to predict where, if
at all, the securities of Woodgate will be traded following a business
combination and qualification of its securities for trading.
The National Securities Market Improvement Act of 1996 limited the
authority of states to impose restrictions upon resales of securities made
pursuant to Sections 4(1) and 4(3) of the Securities Act of companies
which file reports under Sections 13 or 15(d) of the Exchange Act. Upon
effectiveness of this registration statement, Woodgate will be required
to, and will, file reports under Section 13 of the Exchange Act. As a
result, sales of Woodgate's common stock in the secondary market by the
holders thereof may then be made pursuant to Section 4(1) of the
Securities Act (sales other than by an issuer, underwriter or broker)
without qualification under state securities acts. The resale of such
shares may be subject to the holding period and other requirements of
Rule 144 of the General Rules and Regulations of the Securities and
Exchange Commission.
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Transfer Agent
It is anticipated that Globex Transfer, LLC, Deltona, Florida, will
act as transfer agent for the common stock of Woodgate.
Additional Information
This registration statement and all other filings of Woodgate
when made with the Securities and Exchange Commission may be viewed and
downloaded at the Securities and Exchange Commission's website at
www.sec.gov. Woodgate will be subject to the reporting requirements
of the Securities Act of 1934 automatically 60 days after filing of
this registration statement.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
provides that a certificate of incorporation may contain a provision
eliminating the personal liability of a director to the corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director provided that such provision shall not eliminate or limit the
liability of a director (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) under Section 174 (relating to liability
for unauthorized acquisitions or redemptions of, or dividends on,
capital stock) of the General Corporation Law of the State of Delaware,
or (iv) for any transaction from which the director derived an improper
personal benefit. Woodgate's certificate of incorporation contains such
a provision.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors, officers
or persons controlling the company pursuant to the foregoing provisions, it
is the opinion of the Securities and Exchange Commission that such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Woodgate is a smaller reporting company in accordance with Regulation
S-X.
33
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ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.
Woodgate has not changed accountants since its formation and there
are no disagreements with the findings of its accountants.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS.
Set forth below are the audited financial statements for Woodgate
for the period ended July 31, 2012. The following financial
statements are attached to this report and filed as a part thereof.
28
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FINANCIAL STATEMENTS FOR
Period from July 23, 2012
(Inception) to July 31, 2012
34
______________________________________________________________________
FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm 1
Balance Sheet as of July 31, 2012 2
Statement of Operations for the period from
July 23, 2012 (Inception) to July 31, 2012 3
Statement of Changes in Stockholders' Equity for the
period from July 23, 2012 (Inception) to July 31, 2012 4
Statement of Cash Flows for the period from
July 23, 2012 (Inception) to July 31, 2012 5
Notes to Financial Statements 6-9
______________________________________________________________________
ANTON & CHIA CERTIFIED PUBLIC ACCOUNTANTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Woodgate Acquisition Corporation (a development stage company)
We have audited the accompanying balance sheet of Woodgate Acquisition
Corporation (the "Company") as of July 31, 2012, and the related statement
of operations, stockholders' equity and cash flows for the period from
July 23, 2012 (Inception) through July 31, 2012. These financial statements
are the responsibility of the Company's management. Our responsibility is
to express an opinion on these financial statements based on our audit.
We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that
we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement. The Company
was not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included consideration
of internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of Company's internal
control over financial reporting. Accordingly, we express no such opinion.
An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for
our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Company as of
July 31, 2012 and the results of its operations and its cash flows for
the period from July 23, 2012 (Inception) through July 31, 2012, in
conformity with accounting principles generally accepted in the United
States of America.
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 2
to the financial statements, the Company has had no revenues and income
since inception. These conditions, among others, raise substantial doubt
about the Company's ability to continue as a going concern. Management's
plans concerning these matters are also described in Note 2, which
includes the raising of additional equity financing or merger with
another entity. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
/s/ Anton & Chia LLP
Newport Beach, CA
September 21, 2012
______________________________________________________________________
WOODGATE ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
ASSETS
July 31, 2012
---------------
Current assets
Cash $ 2,000
---------------
Total assets $ 2,000
===============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities $ -
---------------
Total liabilities -
---------------
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
Deficit accumulated during the
development stage -
---------------
Total and stockholders' equity $ 2,000
================
The accompanying notes are an integral part of these financial statements
2
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WOODGATE ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
For the period from
July 23, 2012
(Inception) to
July 31, 2012
-----------------
Sales $ -
Cost of sales -
-----------------
Gross profit -
Operating expenses -
-----------------
Loss before income tax -
Income tax -
-----------------
Net loss $ -
==================
Loss per share - basic and diluted $ (0.00)
-----------------
Weighted average shares-basic and diluted 20,000,000
------------------
The accompanying notes are an integral part of these financial statements
3
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WOODGATE ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Deficit
Accumulated
Common Stock During the Total
--------------------- Development Stockholders'
Shares Amount Stage Equity
---------- -------- ----------- -----------
Balance, July 23,
2012 (Inception) - $ - $ - $ -
Issuance of common stock 20,000,000 2,000 - 2,000
Net loss - - - -
---------- -------- ---------- ---------
Balance,
July 31, 2012 20,000,000 $ 2,000 $ - $ 2,000
========== ======== =========== =========
The accompanying notes are an integral part of these financial statements
4
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WOODGATE ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
For the period from
July 23, 2012
(Inception) to
July 31, 2012
--------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ -
-------------
Net cash used in operating activities -
-------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock 2,000
-------------
Net cash provided by financing activities 2,000
-------------
Net increase in cash 2,000
Cash, beginning of period -
-------------
Cash, end of period $ 2,000
=============
The accompanying notes are an integral part of these financial statements
5
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WOODGATE ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
Notes to Financial Statements
NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS
Woodgate Acquisition Corporation ("Woodgate" or "the Company") was
incorporated on July 23, 2012 under the laws of the state of Delaware to
engage in any lawful corporate undertaking, including, but not limited to,
selected mergers and acquisitions. Woodgate has been in the developmental
stage since inception and its operations to date have been limited to
issuing shares to its original shareholders. Woodgate will attempt to
locate and negotiate with a business entity for the combination of that
private company with Woodgate. The combination will normally take the form
of a merger, stock-for-stock exchange or stock-for-assets exchange. In most
instances the private 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 Woodgate will be successful in locating or
negotiating with any private company. Woodgate has been formed to provide
a method for a foreign or domestic private company to become a reporting
company with a class of securities registered under the Securities Exchange
Act of 1934.
BASIS OF PRESENTATION
The summary of significant accounting policies presented below is
designed to assist in understanding the Company's financial statements.
Such financial statements and accompanying notes are the representations
of the Company's management, who are responsible for their integrity and
objectivity. These accounting policies conform to accounting principles
generally accepted in the United States of America ("GAAP") in all material
respects, and have been consistently applied in preparing the accompanying
financial statements.
USE OF ESTIMATES
The preparation of financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements, and the reported amounts
of revenues and expenses during the reporting periods. Actual results could
differ from those estimates.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash on hand and on deposit at banking
institutions as well as all highly liquid short-term investments with
original maturities of 90 days or less. The Company did not have cash
equivalents as of July 31, 2012.
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 July 31,
2012.
6
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WOODGATE ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
Notes to Financial Statements
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. As of July 31, 2012, there were no deferred taxes.
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 reflect the potential
dilution that could occur if securities or other contracts to issue common
stock were exercised or converted into common stock or resulted in the
issuance of common stock that then shared in the loss of the entity. As
of July 31, 2012, 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 is in the development stage and has no revenues or profits since
its inception on July 23, 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 private company with
the Company.
7
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WOODGATE ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
Notes to Financial Statements
Tiber Creek Corporation, a company affiliated with management, will pay all
expenses incurred by the Company until a business combination is effected,
without repayment. There is no assurance that the Company will ever be
profitable. The financial statements do not include any adjustments to
reflect the possible future effects on the recoverability and classification
of assets or the amounts and classifications of liabilities that may result
should the Company be unable to continue as a going concern.
NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS
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 our 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 our financial statements.
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. The adoption of this accounting guidance
did not have a material impact on our financial statements and
related disclosures.
8
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WOODGATE ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
Notes to 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 STOCKHOLDERS' EQUITY
The Company is authorized to issue 100,000,000 shares of common stock
and 20,000,000 shares of preferred stock. As of July 31, 2012, 20,000,000
shares of common stock and no preferred stock were issued and outstanding.
In July, 2012, the Company issued 20,000,000 common shares to two
directors and officers for $2,000 in cash.
NOTE 5 SUBSEQUENT EVENTS
In preparing these financial statements, the Company has evaluated events
and transactions for potential recognition or disclosure through September
21,2012, the date the financial statements were available to be issued, and
identified no events or transactions that required recognition or disclosure.
______________________________________________________________________
INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
3.1* Certificate of Incorporation of Woodgate
Acquisition Corporation
3.2* By-Laws of Woodgate Acquisition Corporation
3.3* Specimen stock certificate of Woodgate
Acquisition Corporation
10.1* Agreement with Tiber Creek for payment of
expenses
* Previously filed.
______________________________________________________________________
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of
1934, the Registrant caused this registration statement to be signed on
its behalf by the undersigned thereunto duly authorized.
WOODGATE ACQUISITION CORPORATION
By: /s/ James Cassidy, President
Date: February 19, 2013