U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of
the Securities Exchange Act of 1934
SURPRISE VALLEY ACQUISITION CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware
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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
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ITEM 1. BUSINESS.
Surprise Valley Acquisition Corporation ("Surprise Valley" or the
"Company") is a blank check company and qualifies 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.
Surprise Valley Acquisition Corporation was incorporated on May
20, 2014 under the laws of the State of Delaware to engage in any lawful
corporate undertaking, including, but not limited to, selected mergers
and acquisitions. Surprise Valley 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. Surprise Valley 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 Surprise Valley is also the president, director and
shareholder of Tiber Creek Corporation. Tiber Creek Corporation assists
companies in becoming public companies and assists companies with
introductions to the financial community. Such services may include,
when and if appropriate, the use of an existing reporting company such
as Surprise Valley.
Tiber Creek will typically enter into an agreement with a private
company to assist it in becoming a public reporting company and for
its introduction to brokers and market makers. A private company may
become a public reporting by effecting a business combination with
an existing public reporting company such as Surprise Valley or by a
filing registration pursuant to the Securities Act of 1933 (typically
a Form S-1) or the Securities Exchange Act of 1934 (Form 10).
Tiber Creek is continually in discussion with various entities who
are considering the use of a reporting company as part of the process
going public. In these discussions Tiber Creek will explain the
various options of becoming a reporting company including the use
an existing public reporting company such as Surprise Valley.
For its services, Tiber Creek will receive cash
compensation. Tiber Creek does not provide a public shareholder
base to the private company as part of a business combination.
The president of Surprise Valley is the president of Tiber Creek and
as such may be considered affiliated. However, there is no agreement
nor contractual relationship between Surprise Valley and Tiber Creek to
perform or provide services to the other. However, as a non-operating
blank check company, Surprise Valley is available for use by a client
of Tiber Creek which wishes to use a reporting company incident to the
process of registering its securities and becoming a reporting company.
The benefits of a business combination with Surprise Valley 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 its 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.
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6. The time required to effect a business combination may be less
than that required to prepare, draft and file a registration statement.
However, upon completion of such business combination, the company must
file a Form 8-K which includes disclosure similar to that required in
a registration statement.
There is no assurance that any of these benefits will be achieved or
that such benefits will actually benefit any particular private company.
A business combination will normally take the form of a merger, stock-
for-stock exchange or stock-for-assets exchange. In most instances a 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.
Once a change of control of Surprise Valley has been effected, if at all,
new management may issue shares of its stock prior to filing a registration
statement for the registration of its shares pursuant to the Securities Act
of 1933 and such shares will be governed by the rules and regulations of
the Securities and Exchange Commission regarding the sale of unregistered
securities.
Surprise Valley has not generated revenues and has no income or cash
flows from operations since inception. The continuation of Surprise Valley
as a going concern is dependent upon financial support from its
stockholders.
Management has agreed to fund the expenses of Surprise Valley until
a change in control without reimbursement after which time any future
expenses will become the responsibility of new management. Because
of the nature of the Surprise Valley 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 public
company.
These are commonly thought to include the following:
+ requirement for audited financial statements which the company may
find to be a significant cost;
+ required publication of corporate information and biographical of
management which the company may perceive as private or competitive
information;
+ required filings of periodic and episodic reports with the
Securities and Exchange Commission which can be time consuming.
Potential Private Companies
Business entities, if any, which may be interested in a combination
with Surprise Valley 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;
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+ 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 Surprise Valley and the substitution by the private
company of its own management and board of directors.
The proposed business activities described herein classify Surprise Valley
as a "blank check" company. The Securities and Exchange Commission and
certain states have enacted statutes, rules and regulations regarding the
sales of securities of blank check companies. Surprise Valley will not
make any efforts to cause a market to develop in its securities until such
time as Surprise Valley has successfully implemented a business combination
and it is no longer classified as a blank check company.
Surprise Valley is voluntarily filing this registration statement with the
Securities and Exchange Commission and is under no obligation to do so
under the Exchange Act. Surprise Valley 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 Surprise Valley. Since a principal benefit of a
business combination with Surprise Valley would normally be considered its
status as a reporting company, it is anticipated that Surprise Valley 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 Surprise Valley. James
McKillop is the vice president and a director of Surprise Valley.
Surprise Valley 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 Surprise Valley are to Mr. Cassidy and
Mr. McKillop. The inability at any time of either of these individuals
to devote sufficient attention to Surprise Valley 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.
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Surprise Valley 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
The disclosure contained below, discusses generally the terms of
the "Jumpstart Our Business Startups Act". Currently the Company is without
operations or revenues and as such does not anticipate that it will effect
certain of the transactions covered by such Act until, if at all, the
time a change in control of the Company is effected. Until at such time
the Company effects a change in control it does not anticipate that it
will benefit from the exemptions from certain financial disclosure required
in a registration statement as well as the simplification of the sale of
securities and the relaxation of general solicitation for Rule 506 offerings.
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;
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.
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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)
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.
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.
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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.
ITEM 1A. RISK FACTORS
The business of Surprise Valley is subject to numerous risk factors.
The following risks are all material risks regarding the business of
Surprise Valley:
The Company has no operations to date and is not expected to
begin any operations until a change in control, if then.
Surprise Valley has no operating history nor revenue with minimal
assets and operates at a loss and its continuation as a going
concern is dependent upon support from its stockholders or
obtaining additional capital.
Surprise Valley has not generated revenues and has no income
or cash flows from operations since inception. Surprise Valley 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.
Management will pay all expenses incurred by Surprise Valley until
a business combination is effected, without repayment. There
is no assurance that Surprise Valley will ever be profitable.
The Company has only two directors, officers and beneficial shareholders
and as such may not benefit from diverse and multiple opinions.
The only officers and directors of Surprise Valley are James
Cassidy and James McKillop. Because management consists of only
these two persons, Surprise Valley does not benefit from multiple
judgments that a greater number of directors or officers would
provide. Surprise Valley 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 Surprise Valley. Neither Mr. Cassidy nor Mr. Mr.
McKillop has entered into written employment agreements with
Surprise Valley and they are not expected to do so. Surprise Valley
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 Surprise
Valley and its likelihood of commencing operations.
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Indemnification of officers and directors may put Surprise Valley's assets
at risk.
The certificate of incorporation of Surprise Valley provides that
Surprise Valley may indemnify officers and/or directors of Surprise
Valley for liabilities, which can include liabilities arising under
the securities laws. Assets of Surprise Valley could be used or
attached to satisfy any liabilities subject to such indemnification.
The voting control by the current shareholders who are also the
sole officers and directors gives such shareholders the ability to
change the business plan of the Company.
Current shareholders of the Company are also its sole
officers and directors and hold 100% of the outstanding stock
of the Company. As such these shareholders are in control of
the Company and its direction and business plan. Although
these shareholders/officers/directors are the initial
creators of the Company and created the Company for the
purposes stated in this registration statement, as
controlling shareholders, these shareholders have the ability
to change the purpose and direction of the Company without
further amendment to this registration statement.
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.
The proposed operations of Surprise Valley are speculative.
The success of the proposed business plan of Surprise Valley will
depend to a great extent on the operations, financial condition
and management of the private company which combines with Surprise
Valley. While business combinations with entities having
established operating histories are preferred, there can be no
assurance that Surprise Valley 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 Surprise Valley had more funds
available to it, would be desirable. In the event Surprise Valley
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 Surprise Valley. There is
no assurance that Surprise Valley can identify a company and
consummate a business combination.
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The Company will seek only one business combination and as such
there is no diversification of investment.
The purpose of Surprise Valley is to enter into a business combination
with a business entity which desires the perceived advantages of
effecting a business combination with an existing company which has
a class of securities registered under the Exchange Act.
Surprise Valley 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 Surprise Valley will be able to participate in only one potential
business combination because Surprise Valley has nominal assets and
limited financial resources. This lack of diversification should be
considered a substantial risk to the shareholders of Surprise Valley
because it will not permit Surprise Valley to offset potential losses
from one venture against gains from another.
No public market for the Company's shares may ever develop and as a result
the liquidity of any outstanding shares will be limited.
It is likely that after a change in control and a possible subsequent
business combination with a private company, the resultant new
management of Surprise Valley will desire to have the Company's
shares listed or quoted on the over-the-counter bulletin board or
in the OTC Market Groups Inc. (formerly the Pink OTC Markets).
There is no assurance, even if such shares are accepted for listing
or quotation, that any public market will develop or that the
Company will locate a broker interested or qualified in handling
the Company's securities. In such event, the ability for any
shareholder to sell the Company's shares owned by such shareholder
will be limited.
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
Surprise Valley 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 Surprise Valley, 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.
Surprise Valley 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 Surprise Valley. Nearly all such entities have
significantly greater financial resources, technical expertise
and managerial capabilities than Surprise Valley and, consequently,
Surprise Valley will be at a competitive disadvantage in identifying
possible business opportunities and successfully completing a
business combination. Moreover, Surprise Valley will also
compete with numerous other small public companies in seeking
merger or acquisition candidates.
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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. In these discussions Tiber Creek will explain the
the various options of becoming a reporting company including the use
of an existing public reporting company such as Surprise Valley.
As of the date of this registration statement, Surprise Valley has no
arrangement, agreement or understanding with respect to engaging in
a business combination with a specific entity. When, if at all,
Surprise Valley enters into a business combination it will file the
required reports with the Securities and Exchange Commission.
There can be no assurance that Surprise Valley 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. Surprise Valley 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 Surprise Valley would not consider a business combination with
such business entity. Accordingly, Surprise Valley 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 Surprise Valley will
be able to negotiate a business combination on terms favorable to
Surprise Valley.
Reporting requirements may delay or preclude acquisition.
Pursuant to the requirements of Section 13 of the Exchange Act,
Surprise Valley 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
suchfinancial statements may significantly delay or essentially preclude
consummation of an otherwise desirable acquisition by Surprise Valley.
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 Surprise Valley at the time of
entering into an agreement for a business combination. In cases
where audited financial statements are unavailable, Surprise Valley
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 Surprise Valley.
Possible Regulation under Investment Company Act which, if imposed, would
substantially increase reporting and compliance costs and regulations.
In the event Surprise Valley engages in business combinations which
result in Surprise Valley holding passive investment interests in a
number of entities, Surprise Valley 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, Surprise Valley would be required to register as an investment
company and could be expected to incur significant registration and
compliance costs. Surprise Valley has obtained no formal determination
from the Securities and Exchange Commission as to the status of
Surprise Valley under the Investment Company Act of 1940. Any violation
of such Act could subject Surprise Valley to material adverse
consequences.
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Surprise Valley 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 Surprise Valley will, in all likelihood, result in shareholders
of a private company obtaining a controlling interest in Surprise
Valley. As a condition of the business combination agreement, the
shareholders of Surprise Valley may agree to sell, transfer or retire
all or a portion of their stock of Surprise Valley to provide the target
company with all or majority control. The resulting change in control
of Surprise Valley will likely result in removal of the present officers
and directors of Surprise Valley and a corresponding reduction in or
elimination of their participation in the future affairs of Surprise
Valley.
Surprise Valley will probably effect a business combination which may have
a possible impact on the value of the shares of its common
stock.
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 Surprise Valley may increase or decrease,
perhaps significantly, after any such business combination. At the
present time the Company is a blank check company without revenues
or operations and there is no share value other than the initial
capital contribution of its initial shareholders. Therefore
reliance on the current information regarding the current book value
is probably not a good indication of future value of the stock as
such value may increase or decrease after a business combination.
Federal and state tax consequences will, in all likelihood, be major
considerations in any business combination Surprise Valley 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. Surprise Valley intends to structure any business
combination so as to minimize the federal and state tax consequences
to both Surprise Valley 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 Surprise Valley 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 Surprise Valley 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 Surprise Valley 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 Surprise Valley.
ITEM 2. FINANCIAL INFORMATION
PLAN OF OPERATION.
Surprise Valley has had no operating history nor any revenues or
earnings from operations. Surprise Valley has no significant assets or
financial resources. The Company has not generated revenues and has no
income or cash flows from operations since inception. Surprise Valley
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, and
successfully effecting a business combination. Management will pay all
expenses incurred by Surprise Valley until a business combination is
effected without repayment.
There is no assurance that Surprise Valley will ever be profitable.
Surprise Valley has no operations nor does it currently engage
in any business activities generating revenues. Surprise Valley'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.
Surprise Valley 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 Act of 1934,
including accounting fee and (ii) payment of annual corporate fees.
It is anticipated that such expenses will not exceed $5,000 although
management has not set a limit on the amount of expenses it will pay
on behalf of Surprise Valley. Management has agreed to fund the
expenses of Surprise Valley 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
Surprise Valley and its absence of any on-going operations,
these expenses are anticipated to be relatively low.
Business Combination with a Private Company
Tiber Creek assists private companies in becoming public
reporting companies, in preparing and filing a registration
statement and in introducing to brokers and market makers.
Such services may include, when and if appropriate, effecting
a business combination with an existing reporting company,
such as Surprise Valley.
Tiber Creek is often in various stages of discussion with
potential private companies which may wish to utilize an existing
public company to effect a business combination. At the time that
a decision is made to combine a private company with Surprise Valley,
Surprise Valley will make an appropriate filing reporting that event.
Surprise Valley 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. Surprise Valley will effect a
business combination with a private company as part of the process of
the private company becoming a public reporting company.
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Management of Surprise Valley
Surprise Valley has no full time employees. James Cassidy and
James McKillop are the officers and directors of Surprise Valley and
its shareholders. Mr. Cassidy, as president of Surprise Valley, and Mr.
McKillop as vice president, will allocate a limited portion of time to
the activities of Surprise Valley without compensation. Potential
conflicts may arise with respect to the limited time commitment by
management and the potential demands of the activities of Surprise
Valley.
The amount of time spent by Mr. Cassidy or Mr. McKillop on the
activities of Surprise Valley 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 Surprise Valley is to effect a business combination
with a business entity which chooses to become a public company by a
combination with a reporting company and desires to seek the
perceived advantages of a corporation which has a class of securities
registered under the Exchange Act.
Surprise Valley will not be restricted to any specific business,
industry, or geographical location and Surprise Valley may participate
in a business venture of virtually any kind or nature. Although
Surprise Valley will not conduct a search for a target company itself,
it will, however, 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 and becoming a reporting company. The
president of Tiber Creek is the president of Surprise Valley.
Management anticipates that it will be able to participate in only
one potential business venture because Surprise Valley has nominal assets
and limited financial resources. This lack of diversification should
be considered a substantial risk to the shareholders of Surprise Valley
because it will not permit Surprise Valley to offset potential losses
from one venture against gains from another.
The private company with which Surprise Valley 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.
After a change in control of the Company and after a subsequent
business combination, if any, the current shareholders of Surprise
Valley will likely retain an equity interest in Surprise Valley,
which would be a non-controlling equity interest. The current
officers and directors of Surprise Valley will not be officers nor
directors after any change in control.
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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.
Surprise Valley has, and will continue to have, no capital with
which to provide the owners of business entities with any cash or other
assets.
Sixty days after the initial filing of this registration statement,
Surprise Valley will automatically become subject to the reporting
requirements of the Securities Exchange Act of 1934. Included in these
requirements is the duty of Surprise Valley 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 Surprise Valley 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,
Surprise Valley will only have access to unaudited and possibly limited
financial information about the private company in making a decision to
combine with that company.
Public Market for Surprise Valley Shares
It is likely that After a change in control and a possible subsequent
business combination with a private company thereafter, the resultant new
management of Surprise Valley will desire to have the Company's shares
listed or quoted on the over-the-counter bulletin board or in the
electronic OTC Markets Group Inc. (formerly Pink OTC Markets Inc.) Present
management does not intend to make such an application or seek such
qualification for public trading of the shares but Tiber Creek will
assist such action of new management as part of its services.
A potential private company should be aware that the market price
and trading volume of the securities of Surprise Valley, when and if
listed for secondary trading, may depend in great measure upon the
willingness and efforts of successor management to encourage interest
in the Company within the United States financial community. Surprise
Valley 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 Surprise Valley'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 the Company's
securities, which may result in a significant pressure on their market
price.
Terms of a Business Combination
In implementing a structure for a particular business combination,
Surprise Valley 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
Surprise Valley will no longer be in control of Surprise Valley. In
addition, it is likely that the officers and directors of Surprise
Valley 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. Surprise Valley 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 Surprise Valley has entered into
an agreement for a business combination or has consummated a business
combination and Surprise Valley 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 Surprise
Valley may depress the market value of the securities of Surprise Valley
in the future if such a market develops, of which there is no assurance.
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While the terms of a business transaction to which Surprise Valley
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.
The current officers and directors of Surprise Valley will provide their
services without charge or any future repayment by Surprise Valley until
such time as a change in control is effected and they no longer serve as
officers or directors. After effecting a change in control and any possible
subsequent business combination, it is likely that the current shareholders
will retain a non-controlling share ownership in Surprise Valley.
Competition
Surprise Valley 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 Surprise Valley. In view of Surprise Valley's combined
extremely limited financial resources and limited management availability,
Surprise Valley will continue to be at a significant competitive
disadvantage compared to Surprise Valley's competitors.
ITEM 3. PROPERTIES.
Surprise Valley has no properties and at this time has no agreements to
acquire any properties. Surprise Valley currently uses the offices of
management in Beverly Hills, California, at no cost to Surprise Valley.
Management will continue this arrangement until Surprise Valley completes
a business combination.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT.
The following table sets forth each person known by Surprise Valley
to be the beneficial owner of five percent or more of the common stock of
Surprise Valley, all directors individually and all directors and officers
of Surprise Valley 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
------------------------ -------------------- -------------------
James Cassidy (1) 10,000,000 50%
215 Apolena Avenue
Newport Beach, CA 92662
James McKillop (2) 10,000,000 50%
9454 Wilshire Boulevard
Suite 612
Beverly Hills, California 90212
All Executive Officers and 20,000,000 100%
Directors as a Group (2 Persons)
(1) James Cassidy is the president, secretary and a director of
Surprise Valley.
(2) James McKillop is the vice president and a director of
Surprise Valley.
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ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS
Surprise Valley has two directors and officers as follows:
Name Age Positions and Offices Held
James Cassidy 78 President, Secretary, Director
James McKillop 54 Vice President, Director
Set forth below are the name of the directors and officers of
Surprise Valley, 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 Surprise Valley. 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 is the president, director and sole
shareholder of Tiber Creek Corporation which assists companies 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. Surprise Valley believes
Mr. Cassidy to have the business experience necessary to serve as a
director of Surprise Valley as it seeks to enter into a business combination.
As a lawyer involved in business transactions and securities matters,
Mr. Cassidy has had experience in evaluating companies and
management, understanding business plans, assisting in capital
raising and determining corporate structure and objectives.
James McKillop serves as a director and vice president of Surprise
Valley. 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 has been
doing consulting work for private and public companies since 2000.
Mr. McKillop has written articles for various 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, Surprise Valley
believes Mr. McKillop to have experience and knowledge that will
serve Surprise Valley in seeking, evaluating 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 Surprise Valley and
James McKillop, vice president and a director of Surprise Valley,
are involved with other existing blank check companies and with blank
check companies that have had a change in control or change in
management and directors 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.
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The below listed companies each independently negotiated
with Tiber Creek for Tiber Creek to assist it in going public. The
companies listed below are those that chose as part of going public to
use an existing reporting company as a vehicle to go public rather than
to go public by directly filing a registration statement pursuant to the
Securities Act of 1933. These companies paid Tiber Creek for its assistance
in choosing the method by which to go public, the process of going public
and for its on-going services for introductions into the brokerage
community.
For its complete package of services, including taking a company
public whether by merger with a public reporting company or direct
registration statement, preparation of a registration statement on
Form S-1 for registration of its securities, assistance in corporate
structuring, introductions to the brokerage community and review of
documents or materials intended to be used by the private company
once a public reporting company, Tiber Creek receives compensation
in the range of $100,000.
Tiber Creek engages the law firm which provides the services
to assist the company in its desired transactions including preparation
of the legal documentation required for the client company to take control
of a reporting company and to commence filing its periodic reports.
Tiber Creek utilizes the services of Cassidy & Associates, a law firm
of which the president of Tiber Creek is also the senior partner.
A change in control of a company 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 file a
Form 8-K noticing the business combination information and notice
of the change in its status.
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
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.
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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 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.
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.
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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.
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.
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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.
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.
19
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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.
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.
20
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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, Hardwood 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. Neither Mr. Cassidy
nor Mr. McKillop have had further contact with the Company nor any of
its officers or 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. Neither Mr. Cassidy
nor Mr. McKillop have had further contact with the Company nor any of
its officers or 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.
21
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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.
22
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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
125,000 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.
Backgate Acquisition Corporation: Form 10 filed on October 10,
2012, file number 000-54824. 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 26, 2013, Backgate 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. The name of the corporation was
changed to JMJP Partners, Inc.
Beachgate Acquisition Corporation: Form 10 filed on October 10,
2012, file number 000-54825. 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. Beachgate
Acquisition Corporation filed a Form 8-K noticing the change of control
on March 25, 2013 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
Essential Telecommunications, Inc.
23
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Fordgate Acquisition Corporation: Form 10 filed on October 10,
2012, file number 000-54826. 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. Fordgate
Acquisition Corporation filed a Form 8-K noticing the change of control
on June 28, 2013 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.
Harrogate Acquisition Corporation: Form 10 filed on October 10,
2012, file number 000-54827. 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. Harrogate
Acquisition Corporation filed a Form 8-K noticing the change of control
on March 25, 2013 with the redemption of an aggregate of 19,600,000
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 200,000 shares of
stock. Messrs. Cassidy and McKillop each resigned from all offices
and as directors. The name of the corporation was changed to
Live Brands, Inc.
Sandgate Acquisition Corporation: Form 10 filed on October 10,
2012, file number 000-54830. 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. Sandgate
Acquisition Corporation filed a Form 8-K noticing the change of control
on July 19, 2013 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
Sunstock, Inc.
Sidegate Acquisition Corporation: Form 10 filed on October 10,
2012, file number 000-54829. 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. Sidegate
Acquisition Corporation filed a Form 8-K noticing the change of control
on September 30, 2013 with the redemption of an aggregate of 19,900,000
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 2,500,000
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 50,000 shares of
stock. Messrs. Cassidy and McKillop each resigned from all offices
and as directors. The name of the corporation was changed to
UPOD, Inc.
Tablegate Acquisition Corporation: Form 10 filed on October 10,
2012, file number 000-54831. 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. Tablegate
Acquisition Corporation filed a Form 8-K noticing the change of control
on September 13, 2013 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
1701 Productions, Inc.
24
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Treegate Acquisition Corporation: Form 10 filed on October 10,
2012, file number 000-54832. 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. Treegate
Acquisition Corporation filed a Form 8-K noticing the change of control
on October 1, 2013 with the redemption of an aggregate of 19,600,000
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 13,000,000
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 200,000 shares of
stock. Messrs. Cassidy and McKillop each resigned from all offices
and as directors. The name of the corporation was changed to
Solis Pharma U.s., Inc.
Wallgate Acquisition Corporation: Form 10 filed on October 10,
2012, file number 000-54833. 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. Wallgate
Acquisition Corporation filed a Form 8-K noticing the change of control
on May 7, 2013 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
Percipience Global Corporation.
Woodgate Acquisition Corporation: Form 10 filed on October 10,
2012, file number 000-54834. 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. Woodgate
Acquisition Corporation filed a Form 8-K noticing the change of control
on May 16, 2013 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 8,750,000
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
Woodgate Energy Corporation.
Canyonwalk Acquisition Corporation: Form 10 filed on June 21,
2013, file number 000-54978. 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 shareholders and
each was indirect beneficial owner of 10,000,000 shares. The corporation
filed a Form 8-K noticing the change of control on December 4, 2013 with
the redemption of an aggregate of 19,900,000 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 10,000,000 shares of common stock
at a per share price at par of $.0001, the election of new directors and
appointment of new officers. Messrs. Cassidy and McKillop each resigned
from all offices and as directors. The name of the corporation was
changed to Corvus Technologies Corp.
Creekwalk Acquisition Corporation: Form 10 filed on June 21,
2013, file number 000-54979. 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 shareholders
and each was indirect beneficial owner of 10,000,000 shares. Creekwalk
Acquisition Corporation filed a Form 8-K noticing the change of control
on September 25, 2013 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 5,000,000
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
Delverton Resorts International Inc.
25
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Glenwalk Acquisition Corporation: Form 10 filed on June 21,
2013, file number 000-54980. 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 shareholders
and each was indirect beneficial owner of 10,000,000 shares. Glenwalk
Acquisition Corporation filed a Form 8-K noticing the change of control
on October 10, 2013 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 subsequently changed
to Wholelife Companies, Inc.
Mountainwalk Acquisition Corporation: Form 10 filed on
June 21, 2013, file number 000-54978. On December 23, 2013,
Mountainwalk changed its name to Engage Eco Solutions, Inc. and filed
an 8-K noticing such change. 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 shareholders and
each was indirect beneficial owner of 10,000,000 shares. The corporation
filed a Form 8-K noticing the change of control on January 23, 2014 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 shares of common stock
at a per share price at par of $.0001, the election of new directors and
appointment of new officers. Messrs. Cassidy and McKillop each resigned
from all offices and as directors.
Oceanwalk Acquisition Corporation: Form 10 filed on June 21,
2013, file number 000-54978. 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 shareholders
and each was indirect beneficial owner of 10,000,000 shares. Oceanwalk
Acquisition Corporation filed a Form 8-K noticing the change of control
on November 12, 2013 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 Nexus
Data Technologies Corporation.
Apple Valley Acquisition Corporation: Form 10 filed on September
30, 2013, file number 000-55052. 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 shareholders
and each was the owner of 10,000,000 shares. Apple Valley Acquisition
Corporation filed a Form 8-K noticing a change of control on
December 19, 2013 with the redemption of an aggregate of 20,000,000
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 10,000,000
additional shares of common stock at a per share price at par of $.0001,
the election of new directors and appointment of new officers. Messrs.
Cassidy and McKillop each resigned from all offices and as directors.
The name of the corporation was changed to Questrust Ventures Inc.
Berry Valley Acquisition Corporation: Form 10 filed on September
30, 2013, file number 000-55069. 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 shareholders
and each was indirect beneficial owner of 10,000,000 shares. Berry Valley
Acquisition Corporation filed a Form 8-K noticing the change of control
on December 20, 2013 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 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 Nexus Data Security Corporation.
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Cherry Valley Acquisition Corporation: Form 10 filed on September
30, 2013, file number 000-55070. 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 shareholders
and each was indirect beneficial owner of 10,000,000 shares. Cherry Valley
Acquisition Corporation filed a Form 8-K noticing the change of control
on December 20, 2013 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 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 Nexus Resources Corporation.
Cloud Valley Acquisition Corporation: Form 10 filed on September
30, 2013, file number 000-55068. 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 shareholders
and each was indirect beneficial owner of 10,000,000 shares. Cloud Valley
Acquisition Corporation filed a Form 8-K noticing the change of control
on January 14, 2014 with the redemption of an aggregate of 20,000,000
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 new
shares of common stock at a per share price at par of $.0001, the
election of new directors and appointment of new officers. Messrs.
Cassidy and McKillop each resigned from all offices and as directors.
The name of the corporation was changed to Heyu Leisure Holidays
Corporation.
Fig Valley Acquisition Corporation: Form 10 filed on September
30, 2013, file number 000-55071. 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 shareholders
and each was indirect beneficial owner of 10,000,000 shares. The
corporation filed a Form 8-K noticing the change of control
on March 10, 2014 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 new
shares of common stock at a per share price at par of $.0001, the
election of new directors and appointment of new officers. Messrs.
Cassidy and McKillop each resigned from all offices and as directors.
Hill Valley Acquisition Corporation: Form 10 filed on September
30, 2013, file number 000-55064. On January 22, 2014, Hill Valley
Acquisition Corporation changed its name to Alife Inc. and filed an
8-K noticing such change. 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 shareholders
and each was indirect beneficial owner of 10,000,000 shares. The
corporation filed a Form 8-K noticing the change of control
on January 24, 2014 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 20,000,000
shares of common stock at a per share price at par of $.0001, the
election of new directors and appointment of new officers. Messrs.
Cassidy and McKillop each resigned from all offices and as directors.
Jam Valley Acquisition Corporation: Form 10 filed on September
30, 2013, file number 000-55053. 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 shareholders and
each was indirect beneficial owner of 10,000,000 shares. The corporation
filed a Form 8-K noticing the change of control on February 6, 2014 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 9,700,000 shares of common stock
at a per share price at par of $.0001, the election of new directors and
appointment of new officers. Messrs. Cassidy and McKillop each resigned
from all offices and as directors. The name of the corporation was
changed to Blow & Drive Interlock Corporation.
Orange Valley Acquisition Corporation: Form 10 filed on September
30, 2013, file number 000-55059. 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 shareholders and
each was indirect beneficial owner of 10,000,000 shares. The corporation
filed a Form 8-K noticing the change of control on March 30, 2014 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 shares of common stock
at a per share price at par of $.0001, the election of new directors and
appointment of new officers. Messrs. Cassidy and McKillop each resigned
from all offices and as directors. The name of the corporation was
changed to RS Soda Holdings Inc.
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Peach Valley Acquisition Corporation: Form 10 filed on September
30, 2013, file number 000-55060. 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 shareholders and
each was indirect beneficial owner of 10,000,000 shares. The corporation
filed a Form 8-K noticing the change of control on March 28, 2014 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 20,000,000 shares of common stock
at a per share price at par of $.0001, the election of new directors and
appointment of new officers. Messrs. Cassidy and McKillop each resigned
from all offices and as directors. The name of the corporation was
changed to Southern Labs Inc.
Pear Valley Acquisition Corporation: Form 10 filed on September
30, 2013, file number 000-55061. 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 shareholders and
each was indirect beneficial owner of 10,000,000 shares. The corporation
filed a Form 8-K noticing the change of control on March 26, 2014 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 3,000,000 shares of common stock
at a per share price at par of $.0001, the election of new directors and
appointment of new officers. Messrs. Cassidy and McKillop each resigned
from all offices and as directors. The name of the corporation was
changed to Gold Mountain, Inc.
Plum Valley Acquisition Corporation: Form 10 filed on September
30, 2013, file number 000-55062. 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 shareholders and
each was indirect beneficial owner of 10,000,000 shares. The corporation
filed a Form 8-K noticing the change of control on March 13, 2014 with
the redemption of an aggregate of 19,900,000 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 shares of common stock
at a per share price at par of $.0001, the election of new directors and
appointment of new officers. Messrs. Cassidy and McKillop each resigned
from all offices and as directors. The name of the corporation was
changed to Natural Resources Corporation.
Quince Valley Acquisition Corporation: Form 10 filed on September
30, 2013, file number 000-55063. Mr. Cassidy and Mr. McKillop are both
directors of the corporation and serve as president and vice president,
respectively. Mr. Cassidy and Mr. McKillop are the shareholders
and each is owner of 10,000,000 shares.
Path Valley Acquisition Corporation: Form 10 filed on September
30, 2013, file number 000-55065. 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 shareholders and
each was indirect beneficial owner of 10,000,000 shares. The corporation
filed a Form 8-K noticing the change of control on April 23, 2014 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 999,999,shares of common stock
at a per share price at par of $.0001, the election of new directors and
appointment of new officers. Messrs. Cassidy and McKillop each resigned
from all offices and as directors. The name of the corporation was
changed to SGREP Inc.
Pebble Valley Acquisition Corporation: Form 10 filed on September
30, 2013, file number 000-55067. Mr. Cassidy and Mr. McKillop are both
directors of the corporation and serve as president and vice president,
respectively. Mr. Cassidy and Mr. McKillop are the shareholders
and each is owner of 10,000,000 shares.
River Valley Acquisition Corporation: Form 10 filed on September
30, 2013, file number 000-55066. 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 shareholders and
each was indirect beneficial owner of 10,000,000 shares. The corporation
filed a Form 8-K noticing the change of control on MAy 5, 2014 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 shares of common stock
at a per share price at par of $.0001, the election of new directors and
appointment of new officers. Messrs. Cassidy and McKillop each resigned
from all offices and as directors. The name of the corporation was
changed to Chess Supersite Corporation.
Rock Valley Acquisition Corporation: Form 10 filed on September
30, 2013, file number 000-55054. Mr. Cassidy and Mr. McKillop are both
directors of the corporation and serve as president and vice president,
respectively. Mr. Cassidy and Mr. McKillop are the shareholders
and each is owner of 10,000,000 shares.
Sky Valley Acquisition Corporation: Form 10 filed on September
30, 2013, file number 000-55055. Mr. Cassidy and Mr. McKillop are both
directors of the corporation and serve as president and vice president,
respectively. Mr. Cassidy and Mr. McKillop are the shareholders
and each is owner of 10,000,000 shares.
Storm Valley Acquisition Corporation: Form 10 filed on September
30, 2013, file number 000-55056. Mr. Cassidy and Mr. McKillop are both
directors of the corporation and serve as president and vice president,
respectively. Mr. Cassidy and Mr. McKillop are the shareholders
and each is owner of 10,000,000 shares.
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Thunder Valley Acquisition Corporation: Form 10 filed on September
30, 2013, file number 000-55057. Mr. Cassidy and Mr. McKillop are both
directors of the corporation and serve as president and vice president,
respectively. Mr. Cassidy and Mr. McKillop are the shareholders
and each is owner of 10,000,000 shares.
Trail Valley Acquisition Corporation: Form 10 filed on September
30, 2013, file number 000-55058. 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 shareholders and
each was indirect beneficial owner of 10,000,000 shares. The corporation
filed a Form 8-K noticing the change of control on April 25, 2014 with
the redemption of an aggregate of 20,000,000 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 shares of common stock
at a per share price at par of $.0001, the election of new directors and
appointment of new officers. Messrs. Cassidy and McKillop each resigned
from all offices and as directors.
Conflicts of Interest
The officers and directors of Surprise Valley have organized and expect to
organize other companies with an identical structure, purpose, officers,
directors and shareholders. The listed blank check companies are identical
except for the name. As and when created, no one blank check company offers
management any more favorable terms. As such management believes there are no
conflicts of interest with these companies.
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 of Tiber Creek will choose one of the blank
check companies at random. In addition, any negotiation with such private
company as to the amount of equity interest to be retained by the then current
shareholders, if any, and all other compensation or consulting arrangements
occurs before the actual selection of the exact blank check company to be used.
Thus no conflict of interest arises for management between any of the blank
check companies nor is there any favorable positive or negative competitive
position for management with any of the blank check companies.
In addition to the above listed companies, Messrs. Cassidy and McKillop
are also the directors of, and 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:
Distant Valley Acquisition Corporation
Pretty Valley Acquisition Corporation
Sea Valley Acquisition Corporation
Spring Valley Acquisition Corporation
Summer Valley Acquisition Corporation
Fall Valley Acquisition Corporation
Winter Valley Acquisition Corporation
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Mr. Cassidy and/or Mr. McKillop may become associated with
additional blank check companies prior to the time that Surprise
Valley 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
the Company. Mr. Cassidy intends to devote as much time to the activities
of Surprise Valley 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 Surprise Valley.
At the time of a business combination, some or all of the shares of
common stock owned by the current shareholders may be retired or redeemed
by the Company. The amount of common stock which may be sold or continued
to be owned by the current shareholders cannot be determined at this time.
The terms of a business combination may provide for a nominal payment by cash
to the current shareholders for the retirement of all or part of the common
stock owned by them.
Investment Company Act of 1940
Although Surprise Valley will be subject to regulation under the
Securities Act and the Exchange Act, management believes Surprise Valley
will not be subject to regulation under the Investment Company Act of 1940
insofar as Surprise Valley will not be engaged in the business of investing
or trading in securities.
In the event Surprise Valley engages in business combinations which
result in Surprise Valley holding passive investment interests in a number
of entities, Surprise Valley could be subject to regulation under the
Investment Company Act of 1940. In such event, Surprise Valley would be
required to register as an investment company and could be expected to
incur significant registration and compliance costs. Surprise Valley
has obtained no formal determination from the Securities and Exchange
Commission as to the status of Surprise Valley under the Investment
Company Act of 1940. Any violation of such Act would subject Surprise
Valley to material adverse consequences.
ITEM 6. EXECUTIVE COMPENSATION
The officers and directors of Surprise Valley do not receive any
compensation for services to Surprise Valley, have not received such
compensation in the past, and are not accruing any compensation. However,
the officers and directors of Surprise Valley are also the shareholders
and anticipate receiving possible benefits as shareholders if the value
of the shares of Surprise Valley increase after a business transaction
is effected as in such business transaction they will likely retain some
of their shares in Surprise Valley and would benefit from any such
increase in share value.
No retirement, pension, profit sharing, stock option or insurance
programs or other similar programs have been adopted by Surprise Valley
for the benefit of employees.
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ITEM 7. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS AND DIRECTOR INDEPENDENCE.
Surprise Valley 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, director and sole shareholder of Tiber
Creek and Mr. Cassidy is a shareholder of Surprise Valley.
As the organizers and developers of Surprise Valley, James Cassidy
and James McKillop may be considered promoters of the Registrant.
Surprise Valley 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
Surprise Valley.
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 Surprise Valley'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 Surprise Valley nor is any common stock
currently being publicly offered by Surprise Valley. At the time of this
registration, no shares issued by Surprise Valley 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 Surprise Valley could offer their shares for sale pursuant
to such rule. However, all the shareholders of Surprise Valley 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 Surprise Valley were issued to the shareholders in accordance with
the exemptions from registration afforded by Section 4(2) of the Securities
Act of 1933.
(c) Dividends. Surprise Valley has not paid any dividends to date,
and has no plans to do so in the immediate future. Surprise Valley 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 Surprise Valley's revenues and earnings, if any, capital
requirements and financial conditions. The payment of dividends would
be within the discretion of Surprise Valley's Board of Directors.
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ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES.
During the past three years, Surprise Valley 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 May 20, 2014 Surprise Valley issued the following shares of its
common stock:
Name Number of Shares Consideration
James Cassidy (1) 10,000,000 $1,000
James McKillop (2) 10,000,000 $1,000
(1) James Cassidy is the president, secretary, and a director of
Surprise Valley.
(2) James McKillop is the vice president and a director of
Surprise Valley.
ITEM 11. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The authorized capital stock of Surprise Valley 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 Surprise Valley; 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 Surprise Valley, 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 Surprise Valley. There are no conversion or redemption
rights or sinking fund provisions with respect to the common stock.
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 Surprise Valley without further action by the shareholders and may
adversely affect the voting and other rights of the holders of common
stock. At present, Surprise Valley has no plans to issue any preferred
stock nor adopt any series, preferences or other classification of
preferred stock.
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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 Surprise Valley, 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.
Surprise Valley 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 Surprise Valley'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
Surprise Valley, including warrants, shares underlying warrants, and debt
securities.
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
or net 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, Surprise Valley does not meet the qualifications for listing
on the Nasdaq Capital Market, Surprise Valley may apply for quotation of
its securities on the OTC Bulletin Board.
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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.
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 Surprise Valley 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 Surprise Valley 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, Surprise Valley will be
required to, and will, file reports under Section 13 of the Exchange Act.
As a result, sales of Surprise Valley'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.
Additional Information
This registration statement and all other filings of Surprise Valley
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. Surprise Valley 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. Surprise Valley's certificate of incorporation contains such
a provision.
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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.
Surprise Valley is a smaller reporting company in accordance with Regulation
S-X.
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.
Surprise Valley 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 Surprise
Valley for the period ended MAy 31, 2014. The following financial
statements are attached to this report and filed as a part thereof.
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FINANCIAL STATEMENTS FOR
Period from May 20, 2014 (Inception)
to May 31, 2014
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FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm 1
Financial Statements 2-5
Notes to Financial Statements 6-8
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ANTON & CHIA, LLP CERTIFIED PUBLIC ACCOUNTANTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Surprise Valley Acquisition Corporation (a development stage company)
We have audited the accompanying balance sheet of Surprise Valley Acquisition
Corporation (the "Company") (a development stage company) as of May 31,
2014, and the related statement of operations, changes in stockholders'
equity and cash flows for the Period from May 20, 2014 (Inception) to
May 31, 2014. 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 audit in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit 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 the Company's internal control over financial
reporting. Accordingly, we express no such opinion. Our audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our 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
audit provides 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
May 31, 2014 and the results of its operations and its cash flows from
May 20, 2014 (Inception) to May 31, 2014, 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
June 17, 2014
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SURPRISE VALLEY ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
ASSETS
May 31, 2014
---------------
Current assets
Cash $ 2,000
---------------
Total assets $ 2,000
===============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accrued liabilities $ 400
---------------
Total liabilities 400
---------------
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
Additional paid-in capital 307
Deficit accumulated during the
development stage (707)
---------------
Total stockholders' equity 1,600
---------------
Total liabilities and stockholders'
equity $ 2,000
================
The accompanying notes are an integral part of these financial statements.
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SURPRISE VALLEY ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
For the period from
May 20, 2014
(Inception) to
MAy 31, 2014
-----------------
Revenue $ -
Cost of revenue -
-----------------
Gross profit -
Operating expenses 707
-----------------
Operating loss (707)
Loss before income taxes (707)
==================
Income tax expense -
Net loss $ (707)
==================
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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SURPRISE VALLEY ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Deficit
Accumulated
Common Stock Additional During the Total
--------------------- Paid-in Development Stockholders'
Shares Amount Capital Stage Equity
---------- -------- --------- ----------- ------------
Balance, May 20, 2014
(Inception) - $ - $ - $ - $ -
Issuance of common stock 20,000,000 2,000 - - 2,000
Additional paid-in capital - - 307 - 307
Net loss - - - (707) (707)
---------- -------- ---------- --------- ---------
Balance,
May 31, 2014 20,000,000 $ 2,000 $ 307 $ (707) $ 1,600
========== ======== ========== ========= =========
The accompanying notes are an integral part of these financial statements.
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SURPRISE VALLEY ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
For the period from
May 20, 2014
(Inception) to
May 31, 2014
--------------
OPERATING ACTIVITIES
Net loss $ (707)
-------------
Changes in Operating Assets and Liabilities:
Accrued liability 400
-------------
Net cash used in operating activities (307)
-------------
FINANCING ACTIVITIES
Proceeds from issuance of common stock 2,000
Proceeds from stockholders contribution 307
-------------
Net cash provided by financing activities 2,307
-------------
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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SURPRISE VALLEY ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
Notes to Financial Statements
NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS
Surprise Valley Acquisition Corporation ("Surprise Valley" or "the Company") was
incorporated on May 20, 2014 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 Surprise Valley. 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.
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.
The Company has not earned any revenue from operations since inception.
Accordingly, the Company's activities have been accounted for as those of
a "Development Stage Enterprise" as set forth in ASC 915, "Development
Stage Entities." Among the disclosures required by ASC 915, are that the
Company's financial statements be identified as those of a development stage
company, and that the statements of operations, stockholders' equity and cash
flows disclose activity since the date of the Company's inception.
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 May 31, 2014.
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 May 31,
2014.
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SURPRISE VALLEY 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 May 31, 2014, there were no deferred taxes due to the
uncertainty of the realization of net operating loss or carry forward prior
to expiration.
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
May 31, 2014, 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.
NOTE 2 - GOING CONCERN
The Company has not yet generated any revenue since inception to date and
has sustained operating losses during the period ended May 31, 2014. The
Company had working capital of $1,600 and an accumulated deficit of $707
as of May 31, 2014. 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.
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SURPRISE VALLEY ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
Notes to Financial Statements
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. 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
Not Adopted
In April 2013, the FASB issued ASU No. 2013-07, Presentation of Financial
Statements (Top 205): Liquidation Basis of Accounting. The objective of
ASU No. 2013-07 is to clarify when an entity should apply the liquidation
basis of accounting and to provide principles for the measurement of assets
and liabilities under the liquidation basis of accounting, as well as any
required disclosures. The amendments in this standard are effective
prospectively for entities that determine liquidation is imminent during
annual reporting periods beginning after December 15, 2013, and interim
reporting periods therein. We are evaluating the effect, if any, adoption of
ASU No. 2013-07 will have on our financial statements.
Other recent accounting pronouncements issued by the FASB (including its
Emerging Issues Task Force) 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
On May 20, 2014, the Company issued 20,000,000 common shares to two
directors and officers for $2,000 in cash.
The Company is authorized to issue 100,000,000 shares of common stock
and 20,000,000 shares of preferred stock. As of May 31, 2014, 20,000,000
shares of common stock and no preferred stock were issued and outstanding.
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INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
3.1 Certificate of Incorporation of Surprise Valley
Acquisition Corporation
3.2 By-Laws of Surprise Valley Acquisition Corporation
3.3 Specimen stock certificate of Surprise Valley
Acquisition Corporation
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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.
SURPRISE VALLEY ACQUISITION CORPORATION
By: /s/ James Cassidy, President
Date: June 17, 2014