SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2013
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 000-54979
DELVERTON RESORTS INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
Delaware 46-3481302
(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or organization)
A14 Le Quy Don Street
Phan Thiet City Binh Thuan Province, Vietnam
(Address of principal executive offices) (zip code)
011 84 062 3739286
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
[ X ] Yes [ ] No
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer", "accelerated
filer", "non-accelerated filer", and "smaller reporting company" in Rule
12b-2 of the Exchange Act.
Large Accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [ X ]
(do not check if smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).
[ X ] Yes [ ] No
Indicate the number of shares outstanding of each of the registrant's classes
of common stock as of the latest practicable date.
Class Outstanding at November 1, 2013
Common Stock, par value $0.0001 5,500,000 shares
Documents incorporated by reference: None
PART I
ITEM 1. FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
Condensed Balance Sheets as of September 30, 2013 (unaudited)
and May 15, 2013 2
Consensed Statements of Operations for the three months ended
September 30, 2013 and from May 1, 2013 (Inception) to September
30, 2013 (unaudited). 3
Condensed Statement of Cash Flows for the Period from May 1,
2013 (Inception) to September 30, 2013 (unaudited) 4
Notes to Financial Statements (unaudited) 5-8
______________________________________________________________________
Delverton Resorts International Inc.
(Formerly Creekwalk Acquisition Corporation
(A Development Stage Company)
Condensed Balance Sheets
ASSETS
September 30,2013 May 15, 2013
------------ ------------
(unaudited)
Current Assets
Cash $ 550 $ 2,000
------------ -----------
Total assets $ 550 $ 2,000
============ ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accrued liabilities 1,150 400
------------ -----------
Total liabilities 1,150 400
------------ -----------
Stockholders' Deficit
Preferred stock, $0.0001 par value,
20,000,000 shares authorized; none
issued and outstanding - -
Common stock, $0.0001 par value, 100,000,000
shares authorized; 5,500,000 and 20,000,000
shares issued and outstanding at September
30, 2013 and December 31, 2013, respectively 550 2,000
Additional paid-in capital 85,641 193
Deficit accumulated during the
development stage (86,791) (593)
------------ -----------
Total Stockholders' Deficit (600) 1,600
------------ -----------
Total Liabilities and Stockholders'
Deficit $ 550 $ 2,000
============ ===========
The accompanying notes are an integral part of these condensed financial statements.
2
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Delverton Resorts International Inc.
(Formerly Creekwalk Acquisition Corporation
(A Development Stage Company)
Condensed Statements of Operations
(Unaudited)
For the three For the period from
months ended May 1, 2013
September 30, (Inception) to
2013 September 30, 2013
-------------- -----------------
Revenue $ - $ -
-------------- ------------------
Operating expenses 85,448 86,791
-------------- ------------------
Operating loss (85,448) (86,791)
Net loss $ (85,448) $ (86,791)
============= ==================
Loss per share -
basic and diluted $ (0.00)
==============
Weighted average shares-
basic and diluted 5,500,000
==============
The accompanying notes are an integral part of these condensed financial statements.
3
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Delverton Resorts International Inc.
(Formerly Creekwalk Acquisition Corporation
(A Development Stage Company)
Condensed Statements of Cash Flows
(Unaudited)
For the period from
May 1, 2013
(Inception) to
September 30, 2013
------------------
OPERATING ACTIVITIES
Net loss $ (86,791)
----------------
Change in operating assets and liabilities:
Accrued liabilities 1,150
----------------
Net cash used in operating activities (85,641)
----------------
FINANCING ACTIVITIES
Proceeds from issuance of common stock 2,000
Redemption of common stock (1,950)
Proceeds from stockholders' contribution 85,641
----------------
Net cash provided by financing activities 86,191
----------------
Net increase in cash 550
Cash, beginning of period -
----------------
Cash, end of period $ 550
================
The accompanying notes are an integral part of these condensed financial statements.
4
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Delverton Resorts International Inc.
(Formerly Creekwalk Acquisition Corporation
(A Development Stage Company)
Notes to Condensed Financial Statements
(Unaudited)
NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
Creekwalk Acquisition Corporation ("Creekwalk" or "the Company") was
incorporated on May 1, 2013 under the laws of the state of Delaware to
engage in any lawful corporate undertaking, including, but not limited to,
selected mergers and acquisitions. The Company has been in the
developmental stage since inception and its operations to date have been
limited to issuing shares to its original shareholders. The Company will
attempt to locate and negotiate with a business entity for the combination
of that target company with Creekwalk. The combination will normally
take the form of a merger, stock-for-stock exchange or stock-for-assets
exchange. In most instances the target company will wish to structure the
business combination to be within the definition of a tax-free
reorganization under Section 351 or Section 368 of the Internal Revenue
Code of 1986, as amended. No assurances can be given that the Company
will be successful in locating or negotiating with any target company. The
Company has been formed to provide a method for a foreign or domestic
private company to become a reporting company with a class of securities
registered under the Securities Exchange Act of 1934.
On September 26, 2013, Delverton Resorts International Inc. (formerly
Creekwalk Acquisition Corporation) (the "Company") issued 5,000,000
shares of its common stock at $.0001 representing 90.9% of the total
outstanding 5,500,000 shares of common stock.
On September 25, 2013, The Registrant redeemed an aggregate of
19,500,000 of the then 20,000,000 shares of outstanding stock at a
redemption price of $.0001 per share for an aggregate redemption price of
$1,950.
On September 25, 2013, Kirill Neklyudov was named as the President of
the Company; Mark Canevari was named as the Vice President, General
Manager; Nguyen Thi Uyen Linh was named as Secretary; and Anna
Neklyudova was named as Treasurer of the Company.
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 September 30, 2013.
5
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Delverton Resorts International Inc.
(Formerly Creekwalk Acquisition Corporation
(A Development Stage Company)
Notes to Condensed Financial Statements
(Unaudited)
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 September 30, 2013.
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 September 30, 2013, 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 September 30, 2013, there are no outstanding
dilutive securities.
Fair Value of Financial Instruments
The Company follows guidance for accounting for fair value measurements
of financial assets and financial liabilities and for fair value
measurements of nonfinancial items that are recognized or disclosed
at fair value in the financial statements on a recurring basis.
Additionally, the Company adopted guidance for fair value measurement
related to nonfinancial items that are recognized and disclosed at fair
value in the financial statements on a nonrecurring basis. The guidance
establishes a fair value hierarchy that prioritizes the inputs to valuation
techniques used to measure fair value. The hierarchy gives the highest
priority to unadjusted quoted prices in active markets for identical
assets or liabilities (Level 1 measurements) and the lowest priority to
measurements involving significant unobservable inputs (Level 3
measurements). The three levels of the fair value hierarchy are
as follows:
Level 1 inputs are quoted prices (unadjusted) in active markets for
identical assets or liabilities that the Company has the ability to
access at the measurement date.
Level 2 inputs are inputs other than quoted prices included within
Level 1 that are observable for the asset or liability, either directly
or indirectly.
Level 3 inputs are unobservable inputs for the asset or liability.
The carrying amounts of financial assets such as cash approximate their
fair values because of the short maturity of these instruments.
6
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Delverton Resorts International Inc.
(Formerly Creekwalk Acquisition Corporation
(A Development Stage Company)
Notes to Condensed Financial Statements
(Unaudited)
NOTE 2 - GOING CONCERN
The Company has not yet generated any revenue since inception to date
and has sustained operating losses for the period from May 1 (Inception)
to September 30, 2013. As of September 30, 2013, the Company has an
accumulated deficit of $86,791. The Company's continuation as a going
concern is dependent on its ability to generate sufficient cash flows from
operations to meet its obligations and/or obtaining additional financing
from its members or other sources, as may be required.
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern; however, the above
condition raises substantial doubt about the Company's ability to do so.
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.
In order to maintain its current level of operations, the Company will
require additional working capital from either cash flow from operations
or from the sale of its equity. However, the Company currently has no
commitments from any third parties for the purchase of its equity, and the
commitments the Company has obtained for the purchase of its products
are not sufficient to generate adequate levels of working capital at the
Company's current level of operations. If the Company is unable to
acquire additional working capital, it will be required to significantly
reduce its current level of operations.
NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS
New Accounting Pronouncements Not Yet Adopted
In July 2013, the FASB issued ASU No. 2013-11, Income Taxes (Top
740): Presentation of an Unrecognized Tax Benefit When a Net Operating
Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward
Exists. The objective of ASU No. 2013-11 is to provide guidance on the
financial statement presentation of an unrecognized tax benefit when a
net loss carryforward, similar tax loss, or tax credit carryforward exists.
The amendments in this standard is effective for all entities that have
unrecognized tax benefits when a net operating loss carryforward, a similar
tax loss, or a tax credit carryforward exists for fiscal years, and
interim periods beginning after December 15, 2013. We are evaluating
the effect, if any, adoption of ASU No. 2013-11 will have on our
(consolidated) financial statements.
NOTE 4 STOCKHOLDER'S EQUITY
In May 15, 2013, the Company issued 20,000,000 common shares to two
directors and officers for an aggregated amount of $2,000 in cash.
On September 25, 2013, the Company redeemed an aggregate of
19,500,000 of the then 20,000,000 shares of outstanding stock at a
redemption price of $.0001 per share for an aggregate redemption price
of $1,950.
On September 26, 2013, Delverton Resorts International, Inc. (formerly
Creekwalk Acquisition Corporation) (the "Company") issued 5,000,000
shares of its common stock for cash at $.0001 representing 90.9% of
the total outstanding 5,500,000 shares of common stock.
7
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Delverton Resorts International Inc.
(Formerly Creekwalk Acquisition Corporation
(A Development Stage Company)
Notes to Condensed Financial Statements
(Unaudited)
The Company is authorized to issue 100,000,000 shares of common stock
and 20,000,000 shares of preferred stock. As of September 30, 2013,
5,500,000 shares of common stock and no preferred stock were issued and
outstanding.
NOTE 5 SUBSEQUENT EVENT
On October 29, 2013, Delverton Resorts International Inc (the
"Company") issued 20,000,000 shares of its Series A Preferred at
$.0001 representing 100% of the total authorized shares of the
Company's preferred stock to Kirill Neklyudov, president of the
Registrant and its common stock majority shareholder.
8
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Delverton Resorts International Inc. (formerly Creekwalk Acquisition
Corporation) (the "Company") was incorporated in the State of Delaware on
May 1, 2013.
Since inception the Company has been in the developmental stage and
its operations to date have been limited to issuing shares of common stock
to its original shareholders and filing a registration statement on Form 10
with the Securities and Exchange Commission pursuant to the Securities
Exchange Act of 1934 as amended to register its class of common stock.
On September 25, 2013, the following events occurred which resulted
in a change of control of the Company:
1. The Company redeemed an aggregate of 19,500,000 of the then 20,000,000
shares of outstanding stock at a redemption price of $.0001 per share for
an aggregate redemption price of $1,950.
2. The then current officers and directors resigned and the following
persons were named to serve as directors of the Company:
Kirill Neklyudov
Mark Canevari
Nguyen Thi Uyen Linh
Anna Neklyudova
3. The following persons were appointed to the offices listed next to
their names:
Kirill Neklyudov President
Mark Canevari Vice President, General Manager
Nguyen Thi Uyen Linh Secretary
Anna Neklyudova Treasurer
On September 26, 2013, the Company issued 5,000,000 shares of its
common stock resulting in a total of 5,500,000 shares outstanding. The
Company filed a Form 8-K noticing the above transactions.
The Company is designed to develop as a residential, hospitality and
entertainment developer through merger with an existing company, Delverton
Vietnam Co., Ltd, or through independent development. Delverton Vietnam
has developed plans for an initial project to be a 247 acre multi-purpose
development in the Mui Ne area of Southeast Vietnam. The project is proposed
to include two luxury hotels one of which is designed with 250 rooms, 250
single family type vacation residences for individual sale, specialty
restaurants and a spa facility. The proposed property is bordered to the
south by a 3,000' beachfront. The area development is intended to include
a 100-acre entertainment park which would include a water park, bowling
center, arcade games, cinema and other entertainment and amusement rides
and activities. As a public company, the Company intends to raise the
funds to develop this project.
The Company intends to develop by future acquisitions or mergers but
no agreements have been reached regarding any acquisition or other business
combination. The Company changed its name as part of the change in control.
When the Company makes any acquisitions, mergers or other business
combination, the Company will file a Form 8-K but until such time the
Company remains a shell company.
A combination will normally take the form of a merger, stock-for-
stock exchange or stock-for-assets exchange. In most instances the target
company will wish to structure the business combination to be within the
definition of a tax-free reorganization under Section 351 or Section 368
of the Internal Revenue Code of 1986, as amended.
The Company has, and will continue to have, no capital with which to
provide the owners of business entities with any cash or other assets.
As of September 30, 2013, the Company had not generated revenues and
had no income or cash flows from operations since inception. At September
30, 2013, the Company has an accumulated deficit of $86,791.
The continuation of the Company as a going concern is dependent upon
financial support from its stockholders, its ability to obtain necessary
equity financing to continue operations, to successfully locate and
negotiate with a business entity for the combination of that target
company with the Company.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK.
Information not required to be filed by Smaller Reporting Companies.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures.
Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934
("Exchange Act"), the Company's management, under the supervision and with
the participation of the Chief Financial Officer and the Chief Operating
Officer, has evaluated the effectiveness of the Company's disclosure controls
and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of
September 30, 2013, the end of the period covered by this Quarterly Report
on Form 10-Q.
Based upon that evaluation, the Chief Operating Officer and Chief
Financial Officer concluded that, as of September 30, 2013, the disclosure
controls and procedures were effective. Disclosure controls and procedures
means controls and other procedures that are designed to ensure that
information required to be disclosed by the Company in the reports it files
or submits under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission's rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that
information required to be disclosed by the Company in the reports that it
files or submits under the Exchange Act is accumulated and communicated to
management, including the principal executive and principal financial
officer, as appropriate to allow timely decisions regarding required
disclosure.
Changes in Internal Control Over Financial Reporting
Notwithstanding the change in control there was no change in the
Company's internal control over financial reporting that was identified
in connection with such evaluation that occurred during the period covered
by this report that has materially affected, or is reasonably likely to
materially affect, the Company's internal control over financial reporting.
PART II
ITEM 1. LEGAL PROCEEDINGS
There are no pending, threatened or actual legal proceedings in which
the Company or any subsidiary is a party.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
All shares of common stock issued by the Company have been issued
pursuant to an exemption from registration under Section 4(2) of the
Securities Act of 1933, as amended, as transactions by an issuer not
involving any public offering.
During the past three years, the Company has issued the following
common shares:
On May 7, 2013, the Company issued 20,000,000 shares to two
shareholders pursuant to Section 4(2) of the Securities Act of 1933.
On September 25, 2013, the Company redeemed proportionately from its
two shareholders an aggregate of 19,500,000 of the then 20,000,000
shares of outstanding stock at a redemption price of $0.0001 per share.
On September 26, 2013, the Company issued 5,000,000 shares of its
common stock pursuant to Section 4(2) of the Securities Act of 1933 to
three shareholders at par.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On September 11, 2013, pursuant to the unanimous vote of the
shareholders, the Company changed its name to Delverton Resorts
International Inc.
ITEM 5. OTHER INFORMATION
(a) Not applicable.
(b) Item 407(c)(3) of Regulation S-K:
During the quarter covered by this Report, there have not been any
material changes to the procedures by which security holders may recommend
nominees to the Board of Directors.
ITEM 6. EXHIBITS
(a) Exhibits
31.1 Certification of the Chief Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of the Chief Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of the Chief Executive Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
32.2 Certification of the Chief Financial Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
Dated: November 19, 2013 /s/ Mark Canevari, Chief Operating Officer