U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
to
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of
the Securities Exchange Act of 1934
BURNEY HILL ACQUISITION CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 81-1004037
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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: 949-673-4510
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
Burney Hill Acquisition Corporation is a "shell company" as defined
under Rule 405 of the Securities Act of 1933 and as such is subject
to certain restrictions on the transferability of its stock. See
"Risk Factors" herein for a description of such restrictions.
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ITEM 1. BUSINESS.
Burney Hill Acquisition Corporation ("Burney Hill" 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.
Burney Hill Acquisition Corporation was incorporated
on December 11, 2015 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 and filing this registration statement.
The Company 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 the Company 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 the Company.
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 the Company 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
of an existing public reporting company such as the Company. When
an entity determines that it would choose to use such a process of
going public, the parties will effect a change in control of the
Company. If, prior to the automatic effective date of this
Form 10, Tiber Creek receives an executed contract electing to
use this reporting company and the required accompanying payment,
the Company will file an amendment to this Form 10. If such
documentation and payment is received after such effective date,
the Company will file a Form 8-K.
Although Tiber Creek has undertaken to assist several clients in
utilizing an existing reporting company as their process of going public,
no change of control documents with this Company have been effected and
there is no assurance when or if such documents will be effected.
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 the Company is the president of Tiber Creek and
as such may be considered affiliated. However, there is no agreement
nor contractual relationship between the Company and Tiber Creek to
perform or provide services to the other. However, as a non-operating
blank check company, the Company 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 the Company 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 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 the Company 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.
The Company has not generated revenues and has no income or cash
flows from operations since inception. The continuation of the Company
as a going concern is dependent upon financial support from its
stockholders.
Management has agreed to fund the expenses of the Company 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 Company 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 the Company 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 the Company and the substitution by the
private company of its own management and board of directors.
The proposed business activities described herein classify the
Company 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. The Company will not
make any efforts to cause a market to develop in its securities until such
time as the Company has successfully implemented a business combination
and it is no longer classified as a blank check company.
The Company is voluntarily filing this registration statement with
the Securities and Exchange Commission and is under no obligation to do so
under the Exchange Act. The Company 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 the Company. Since a principal benefit of a
business combination with the Company would normally be considered its
status as a reporting company, it is anticipated that the Company 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 the Company.
James McKillop is the vice president and a director of the Company.
The Company 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 the Company are to Mr. Cassidy
and Mr. McKillop. The inability at any time of either of these individuals
to devote sufficient attention to the Company 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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Burney Hill or The corporation whose common stock is the
the Company 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 no 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 the Company is subject to numerous risk factors.
The following risks are all material risks regarding the business of
the Company:
The Company has no operations to date and is not expected to
begin any operations until a change in control, if then.
The Company 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.
The Company has not generated revenues and has no income
or cash flows from operations since inception. The Company 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 the Company until
a business combination is effected, without repayment. There
is no assurance that the Company will ever be profitable.
The Company's independent auditors have issued a report questioning the
Company's ability to continue as a going concern.
The report of the Company's independent auditors contained in the
Company's financial statements includes a paragraph that explains
that the Company has recurring losses and has an accumulated deficit.
These matters raise substantial doubt regarding the Company's ability
to continue as a going concern without the influx of capital through
the sale of its securities or through development of its operations or
by effecting a business combination. Even in such cases, there is
no assurance that the Company can create operations that result in
a positive revenues. Without such, the Company would not be able to
continue.
The Company is a shell company and as such shareholders cannot rely on
the provisions of Rule 144 for resale of their shares until certain
conditions are met.
The Company is a shell company as defined under Rule 405 of
the Securities Act of 1933 as a registrant that has no or nominal
operations and either no or nominal assets, or assets consisting
only of cash or cash equivalents and/or other nominal assets.
As securities issued by a shell company, the securities issued by
the Company can only be resold by filing a registration statement
for those shares or utilizing the provisions of Rule 144 once
certain conditions are met, to wit: (i) the Company has ceased
to be a shell company (ii) the Company is subject to the reporting
requirements of Section 13 or 15(d) of the Securities Exchange Act
of 1934, (iii) the Company has filed all required reports under
the Exchange Act of the preceding 12 months and (iv) one year
has elapsed since the Company filed "Form 10" information.
Thus, a shareholder of the Company will not be able to sell its
shares until such time as a registration statement for those shares
is filed or the Company has ceased to be a shell company either by
effecting a business combination or by developmental growth, the Company
has remained current on its Exchange Act filings for 12 months and the
Company has filed the information as would be required by a "Form 10"
filing (e.g. audited financial statements, management information
and compensation, shareholder information, etc.)
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 the Company are James Cassidy
and James McKillop. Because management consists of only these
two persons, the Company does not benefit from multiple judgments
that a greater number of directors or officers would provide.
The Company 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 the Company. Neither Mr. Cassidy nor Mr. Mr.
McKillop has entered into written employment agreements with
the Company and they are not expected to do so. The Company 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 the Company
and its likelihood of commencing operations.
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Some of the former blank check companies do not continue as public companies.
James Cassidy and James McKillop through Tiber Creek work with many
companies, some start-up and others on-going, that wish to become public
companies. Being a public company involves many requirements including,
but not limited to, regular public reporting and disclosure requirements,
accounting expenses including an annual audit, and officer and director
limitations on sales of securities. Not all companies nor management
thereof are able to meet the obligations of being a public company and
a number of the companies with which management of the Company have
worked, have, for whatever reason, chosen not to proceed as a public
company and have either become delinquent on the required 1934 Exchange
Act filings resulting in the automatic revocation of the registration
or have filed a Form 15 voluntarily terminating the registration.
Officers and directors of public companies also have an obligation
independent from the reporting requirements of the company to timely
meet certain reporting requirements individually. Not all officers
nor directors meet these obligations and they are delinquent in such
reporting requirements.
Indemnification of officers and directors may put the Company's assets
at risk.
The certificate of incorporation of the Company provides that
the Company may indemnify officers and/or directors of the
Company for liabilities, which can include liabilities arising under
the securities laws. Assets of the Company 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 the Company are speculative.
The success of the proposed business plan of the Company will
depend to a great extent on the operations, financial condition and
management of the private company which combines with the Company.
While business combinations with entities having established
operating histories are preferred, there can be no assurance that
the Company 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 the Company had more funds available to it, would be desirable.
In the event the Company 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 the Company.
There is no assurance that the Company 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 the Company 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. The
Company 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 the Company will be able to participate in only one potential
business combination because the Company has nominal assets and
limited financial resources. This lack of diversification should be
considered a substantial risk to the shareholders of the Company
because it will not permit the Company to offset potential losses
from one venture against gains from another.
The Company is primarily dependent on Tiber Creek Corporation to seek
and secure a business combination.
The President of Tiber Creek Corporation is a director, President
and a shareholder of the Company. Tiber Creek Corporation assists
companies in becoming public companies and assists companies with
introductions to the financial community. Although there is no
agreement nor contractual relationship between the Company and
Tiber Creek to perform or provide services, the Company 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 Company is dependent primarily on
Tiber Creek in order locate an entity with to effect a business
combination. Without such business combination, it is unlikely that
the Company will develop any business plan or operations or revenues
and will a shell company. In addition, such reliance may result in
the Company missing other business combination opportunities otherwise
available outside Tiber Creek.
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 the Company 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
the Company 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 the Company, 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.
The Company 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 the Company. Nearly all such entities have
significantly greater financial resources, technical expertise
and managerial capabilities than the Company and, consequently,
the Company will be at a competitive disadvantage in identifying
possible business opportunities and successfully completing a
business combination. Moreover, the Company will also
compete with numerous other small public companies in seeking
merger or acquisition candidates.
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There is no minimum requirement 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
various options of becoming a reporting company including the use
of an existing public reporting company such as the Company.
There can be no assurance that the Company 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. The
Company 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 the Company would not consider a business combination with such
business entity. Accordingly, the Company 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 the Company will be able to negotiate a
business combination on terms favorable to the Company.
Reporting requirements may delay or preclude acquisition.
Pursuant to the requirements of Section 13 of the Exchange Act, the
Company is required to provide certain information about significant
acquisitions including audited financial statements of the acquired
company. Obtaining audited financial statements is the economic
responsibility of the private company. The additional time and costs
that may be incurred by some potential companies to prepare such
financial statements may significantly delay or essentially preclude
consummation of an otherwise desirable acquisition by the Company.
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 the Company at the time of entering
into an agreement for a business combination. In cases where audited
financial statements are unavailable, the Company 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 the Company.
Possible Regulation under Investment Company Act which, if imposed, would
substantially increase reporting and compliance costs and regulations.
In the event the Company engages in business combinations which result
in the Company holding passive investment interests in a number of
entities, the Company 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,
the Company would be required to register as an investment company and
could be expected to incur significant registration and compliance
costs. The Company has obtained no formal determination from the
Securities and Exchange Commission as to the status of the Company
under the Investment Company Act of 1940. Any violation of such Act
could subject the Company to material adverse consequences.
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The Company 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 the Company will, in all likelihood, result in shareholders of
a private company obtaining a controlling interest in the Company.
As a condition of the business combination agreement, the shareholders
of the Company may agree to sell, transfer or retire all or a portion
of their stock of the Company to provide the target company with all
or majority control. The resulting change in control of the Company
will likely result in removal of the present officers and directors of
the Company and a corresponding reduction in or elimination of their
participation in the future affairs of the Company.
The Company 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 the Company 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 the Company 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. The Company intends to structure any business
combination so as to minimize the federal and state tax consequences
to both the Company 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 the Company 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 the Company 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
10
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positions, and in other respects. Any business combination with a
foreign company may result in control of the Company 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 the Company.
ITEM 2. FINANCIAL INFORMATION
PLAN OF OPERATION.
The Company has had no operating history nor any revenues or earnings
from operations. The Company has no significant assets or financial
resources. The Company has not generated revenues and has no income or
cash flows from operations since inception. The Company 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 the Company until a business combination is effected
without repayment.
There is no assurance that the Company will ever be profitable.
The Company has no operations nor does it currently engage in
any business activities generating revenues. The Company'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.
The Company 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 the Company. Management has agreed to fund the expenses of the
Company 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 Company 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 the Company.
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 specific private company with this
Company, the Company will make an appropriate filing reporting that
event, most likely a Form 8-K. If, prior to the automatic effective
date of this Form 10, Tiber Creek receives an executed contract
electing to use this reporting company and the required accompanying
payment, the Company will file an amendment to this Form 10. If such
documentation and payment is received after such effective date,
the Company will file a Form 8-K.
The Company will not use any entity to identify or analyze the merits
of a private company. The Company 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 the Company
The Company has no full time employees. James Cassidy and James
McKillop are the officers and directors of the Company and its
shareholders. Mr. Cassidy, as president of the Company, and Mr.
McKillop as vice president, will allocate a limited portion of time to
the activities of the Company without compensation. Potential conflicts
may arise with respect to the limited time commitment by management and
the potential demands of the activities of the Company.
The amount of time spent by Mr. Cassidy or Mr. McKillop on the
activities of the Company 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 the Company 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.
The Company will not be restricted to any specific business,
industry, or geographical location and the Company may participate
in a business venture of virtually any kind or nature. Although the
Company 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 the Company.
Management anticipates that it will be able to participate in only
one potential business venture because the Company has nominal assets
and limited financial resources. This lack of diversification should
be considered a substantial risk to the shareholders of the Company
because it will not permit the Company to offset potential losses
from one venture against gains from another.
The private company with which the Company 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 the Company
will likely retain an equity interest in the Company, which would be
a non-controlling equity interest. The current officers and directors
of the Company 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.
The Company has, and will continue to have, no capital with which
to provide the owners of business entities with any cash or other assets.
Sixty days after the initial filing of this registration
statement, the Company will automatically become subject to the reporting
requirements of the Securities Exchange Act of 1934. Included in these
requirements is the duty of the Company 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 the Company before 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,
the Company 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 the Company 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 the Company 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 the Company, 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. The Company 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 the
Company'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,
the Company 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 the Company
will no longer be in control of the Company. In addition, it is likely
that the officers and directors of the Company 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. The Company 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 the Company has entered into
an agreement for a business combination or has consummated a business
combination and the Company 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 the Company
may depress the market value of the securities of the Company 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 the Company 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 the Company will provide their
services without charge or any future repayment by the Company 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 the Company.
Competition
The Company 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 the Company. In view of the Company's combined
extremely limited financial resources and limited management availability,
the Company will continue to be at a significant competitive disadvantage
compared to the Company's competitors.
ITEM 3. PROPERTIES.
The Company has no properties and at this time has no agreements to
acquire any properties. The Company currently uses the offices of
management in Beverly Hills, California, at no cost to the Company.
Management will continue this arrangement until the Company completes
a business combination.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT.
The following table sets forth each person known by the Company
to be the beneficial owner of five percent or more of the common stock
of the Company, all directors individually and all directors and officers
of the Company 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
the Company.
(2) James McKillop is the vice president and a director of
the Company.
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ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS
The Company has two directors and officers as follows:
Name Age Positions and Offices Held
James Cassidy 80 President, Secretary, Director
James McKillop 56 Vice President, Director
Set forth below are the name of the directors and officers of
the Company, 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 the Company. 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. The Company believes
Mr. Cassidy to have the business experience necessary to serve as a
director of the Company 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
the Company. 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 to
the present. Mr. McKillop heads MB Americus, LLC a financial consulting
firm which he founded. 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, the Company
believes Mr. McKillop to have experience and knowledge that will
serve the Company in seeking and evaluating 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 the Company and
James McKillop, vice president and a director of the Company,
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.
James Cassidy and James McKillop through Tiber Creek work with many
companies, some start-up and others on-going, that wish to become public
companies. Although they counsel management of these companies on the
requirements, disclosure, expense and limitations that being a public
company encompasses not all companies nor management thereof are able
to meet the obligations of being a public company. A number of the
companies with which Messrs. Cassidy and McKillop have worked, have
not continued, for whatever reason, and have either become delinquent
on the required 1934 Exchange Act filing requirements resulting in
the automatic revocation of their registrations or have filed a Form
15 voluntarily terminating their registrations.
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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.
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.
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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 Greenpower 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.
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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 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. 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 Run 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 Run 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 Run 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 the owner of 10,000,000 shares. Berry Run
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.
26
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Cherry Run 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 the owner of 10,000,000 shares. Cherry Run 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 Run 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 the owner of 10,000,000 shares. Cloud Run 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 Run 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 the 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 Run Acquisition Corporation: Form 10 filed on September
30, 2013, file number 000-55064. On January 22, 2014, Hill Run
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 the 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 Run 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 the 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 Run 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 the 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.
27
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Peach Run 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 the 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 Run 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 the 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 Run 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 the 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 Run Acquisition Corporation: Form 10 filed on September
30, 2013, file number 000-55063. 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. The corporation
filed a Form 8-K noticing the change of control on July 8, 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 Lightstone Technologies Inc.
Path Run 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 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 Run Acquisition Corporation: Form 10 filed on September
30, 2013, file number 000-55067. 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. The corporation filed
a Form 8-K noticing the change of control on July 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 19,500,000 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 Smarter App World International Corporation
River Run 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 the 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 Run Acquisition Corporation: Form 10 filed on September
30, 2013, file number 000-55054. 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. The corporation filed
a Form 8-K noticing the change of control on March 30, 2015 with the
redemption of an aggregate of 19,500,000 shares of the then outstanding
20,000,000 shares of common stock at par of $.0001, the issuance of
4,982,332 shares of common stock at par, the election of new directors
and appointment of new officers. Messrs. Cassidy and McKillop each
resigned from all offices and as directors. On July 16, 2014, the
corporation changed its name to FWC Capital Inc. and in March, 2015,
changed its name to American-Swiss Capital, Inc.
Sky Run Acquisition Corporation: Form 10 filed on September
30, 2013, file number 000-55055. 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. The 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 par of $.0001, the issuance of 13,372,000 shares of
common stock at par, the election of new directors and appointment of new
officers. Messrs. Cassidy and McKillop each resigned from all offices
and as directors. The corporation changed its name to Hoverink
International Holdings Inc.
Storm Run Acquisition Corporation: Form 10 filed on September
30, 2013, file number 000-55056. 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. The corporation
filed a Form 8-K noticing the change of control on June 17, 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 Aquarius Cannibus, Inc.
28
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Thunder Run Acquisition Corporation: Form 10 filed on September
30, 2013, file number 000-55057. 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. The corporation filed
a Form 8-K noticing the change of control on September 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 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 ECO Waste Conversion Solutions Corporation.
Trail Run 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 the 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.
Spring Valley Acquisition Corporation: Form 10 filed on June
18, 2014 file number 000-55223. 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. Spring Valley changed
changed its name to GFE Sustainable Energy, Inc. in anticipation
of a change in control but the documents to effect such change in
control have not yet been finalized.
Pretty Valley Acquisition Corporation: Form 10 filed on June
18, 2014 file number 000-55224. 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. The corporation
filed a Form 8-K noticing the change of control on October 20, 2015
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 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 Amchi Gendynamy Science Corporation.
Distant Valley Acquisition Corporation: Form 10 filed on June
18, 2014 file number 000-55225. 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. The corporation
filed a Form 8-K noticing the change of control on September 18, 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. The name of the corporation was
changed to HEYU Development and Management Corporation.
Surprise Valley Acquisition Corporation: Form 10 filed on June
18, 2014 file number 000-55226. 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. The corporation
filed a Form 8-K noticing the change of control on December 31, 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 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 T.A.G. Acquisitions Ltd.
Summer Valley Acquisition Corporation: Form 10 filed on June
18, 2014 file number 000-55227. 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. The corporation filed
a Form 8-K noticing the change of control on March 23, 2015 with the
redemption of an aggregate of 19,500,000 shares of the then outstanding
20,000,000 shares of common stock at par of $.0001, the issuance of
3,000,000 shares of common stock at par, the election of new directors
and appointment of new officers. Messrs. Cassidy and McKillop each
resigned from all offices and as directors.
Fall Valley Acquisition Corporation: Form 10 filed on June
18, 2014 file number 000-55228. 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. The corporation
filed a Form 8-K noticing the change of control on December 15, 2014
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 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 Greys Corporation.
Sea Valley Acquisition Corporation: Form 10 filed on June
18, 2014 file number 000-55229. 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. The corporation
filed a Form 8-K noticing the change of control on November 24, 2014
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 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.
Winter Valley Acquisition Corporation: Form 10 filed on June
18, 2014 file number 000-55230. 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. The corporation
filed a Form 8-K noticing the change of control on January 15, 2015
with the redemption of an aggregate of 19,800,000 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 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 Crane Global Energy Company.
Coyote Valley Acquisition Corporation: Form 10 filed on October
31, 2014 file number 000-55303. 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. The corporation
filed a Form 8-K noticing the change of control on January 21, 2015
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 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 SkyWolf Wind Turbine Corporation.
Deer Valley Acquisition Corporation: Form 10 filed on October
31, 2014 file number 000-55310. 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. The corporation
filed a Form 8-K noticing the change of control on April 27, 2015
with the redemption of an aggregate of 17,500,000 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 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 Aquilarts, Inc.
Fox Valley Acquisition Corporation: Form 10 filed on October
31, 2014 file number 000-55305. 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. The corporation
filed a Form 8-K noticing the change of control on July 24, 2015
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 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 ECI Canada, Inc.
Owl Valley Acquisition Corporation: Form 10 filed on October
31, 2014 file number 000-55306. 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. The corporation
filed a Form 8-K noticing the change of control on February 18, 2015
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 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 Montbriar, Inc.
Oak Valley Acquisition Corporation: Form 10 filed on October
31, 2014 file number 000-55309. 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. The corporation
filed a Form 8-K noticing the change of control on May 11, 2015
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 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 USA Capital Management, Inc.
Elm Valley Acquisition Corporation: Form 10 filed on October
31, 2014 file number 000-55304. 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. The corporation
filed a Form 8-K noticing the change of control on July 2, 2015
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 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.
Spruce Valley Acquisition Corporation: Form 10 filed on October
31, 2014 file number 000-55307. 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. The corporation
filed a Form 8-K noticing the change of control on February 24, 2015
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 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 Fuda Group (USA) Corporation.
Redwood Valley Acquisition Corporation: Form 10 filed on October
31, 2014 file number 000-55308. 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. The corporation
filed a Form 8-K noticing the change of control on August 26, 2015
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 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 CannaMED Enterprises, Inc.
Black Grotto Acquisition Corporation: Form 10 filed on March 3,
2015 file number 000-55385. 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. The corporation
filed a Form 8-K noticing the change of control on June 1, 2015
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 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 NextGlass Technologies Corporation.
Brown Grotto Acquisition Corporation: Form 10 filed on March 3,
2015 file number 000-55386. 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. The corporation
filed a Form 8-K noticing the change of control on September 16, 2015
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 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 EverythingAmped, Inc.
Red Grotto Acquisition Corporation: Form 10 filed on March 3,
2015 file number 000-55387. 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. The corporation
filed a Form 8-K noticing the change of control on September 23, 2015
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 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 OGL Holdings Inc.
Yellow Grotto Acquisition Corporation: Form 10 filed on March 3,
2015 file number 000-55388. 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. The corporation filed
a Form 8-K noticing the change of control on August 10, 2015
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 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 South West Coast Acquisition Corporation.
Purple Grotto Acquisition Corporation: Form 10 filed on March 3,
2015 file number 000-55389. 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. The corporation
filed a Form 8-K noticing the change of control on November 2, 2015
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 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 Randolph Acquisitions, Inc.
Noche Grotto Acquisition Corporation: Form 10 filed on March 3,
2015 file number 000-55390. 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. The corporation
filed a Form 8-K noticing the change of control on May 27, 2015
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 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 Axis Research & Technologies Inc.
White Grotto Acquisition Corporation: Form 10 filed on March 3,
2015 file number 000-55391. 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. The corporation
filed a Form 8-K noticing the change of control on September 15, 2015
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 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 PowerComm Holdings Inc.
Southern Ridge Acquisition Corporation: Form 10 filed on
July 28, 2015 file number 000-55480. 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.
The corporation filed a Form 8-K noticing the change of control on
November 19, 2015 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 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 A2M Regenerative Technologies, Inc.
Western Ridge Acquisition Corporation: Form 10 filed on July
28, 2015 file number 000-55478. 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 the owner of 10,000,000 shares.
Northern Ridge Acquisition Corporation: Form 10 filed on
July 28, 2015 file number 000-55479. 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 the owner of 10,000,000 shares. Northern
Ridge changed its name to MQ Medical Technologies in anticipation
of a change in control but the documents to effect such change in
control have not yet been finalized.
Eastern Ridge Acquisition Corporation: Form 10 filed on
July 28, 2015 file number 000-55481. 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. The
corporation filed a Form 8-K noticing the change of control on
January 6, 2016 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 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 Khang Gia Holding, Inc.
Riding Ridge Acquisition Corporation: Form 10 filed on
July 28, 2015 file number 000-55486. 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.
Kayak Ridge Acquisition Corporation: Form 10 filed on
July 28, 2015 file number 000-55487. 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.
Camping Ridge Acquisition Corporation: Form 10 filed on
July 28, 2015 file number 000-55482. 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. The
corporation filed a Form 8-K noticing the change of control on
January 20, 2016 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 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 Atlantis Gaming Corporation.
Hunting Ridge Acquisition Corporation: Form 10 filed on
July 28, 2015 file number 000-55485. 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. The
corporation filed a Form 8-K noticing the change of control on
February 16, 2016 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 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 Universal Holdings and Consulting, Inc.
Hiking Ridge Acquisition Corporation: Form 10 filed on
July 28, 2015 file number 000-55484. 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. Hiking
Ridge changed its name to United Energies Development Corporation
in anticipation of a change in control but the documents to effect
such change in control have not yet been finalized.
Fishing Ridge Acquisition Corporation: Form 10 filed on
July 28, 2015 file number 000-55483. 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. The
corporation filed a Form 8-K noticing the change of control on
January 8, 2016 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 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 Digital Donations Technologies, Inc.
Conflicts of Interest
The officers and directors of the Company 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:
Lincoln Hill Acquisition Corporation
Cabot Hill Acquisition Corporation
Event Hill Acquisition Corporation
Franklin Hill Acquisition Corporation
Grant Hill Acquisition Corporation
Jackson Hill Acquisition Corporation
Perry Hill Acquisition Corporation
Scott Hill Acquisition Corporation
Sherman Hill Acquisition Corporation
29
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Mr. Cassidy and/or Mr. McKillop may become associated with
additional blank check companies prior to the time that the Company
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 the Company 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 the Company.
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 the Company will be subject to regulation under the Securities
Act and the Exchange Act, management believes the Company will not be subject
to regulation under the Investment Company Act of 1940 insofar as the Company
will not be engaged in the business of investing or trading in securities.
In the event the Company engages in business combinations which
result in the Company holding passive investment interests in a number of
entities, the Company could be subject to regulation under the Investment
Company Act of 1940. In such event, the Company would be required to
register as an investment company and could be expected to incur
significant registration and compliance costs. the Company has obtained
no formal determination from the Securities and Exchange Commission
as to the status of the Company under the Investment Company Act of 1940.
Any violation of such Act would subject the Company to material adverse
consequences.
ITEM 6. EXECUTIVE COMPENSATION
The officers and directors of the Company do not receive any compensation
for services to the Company, have not received such compensation in the past,
and are not accruing any compensation. However, the officers and
directors of the Company are also the shareholders and anticipate
receiving possible benefits as shareholders if the value of the
shares of the Company increase after a business transaction is effected
as in such business transaction they will likely retain some of their
shares in the Company 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 the Company for
the benefit of employees.
30
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ITEM 7. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS AND DIRECTOR INDEPENDENCE.
The Company has issued a total of 20,000,000 shares of founder common
stock pursuant to Section 4(2) of the Securities Act.
James Cassidy is president, director and sole shareholder of Tiber
Creek and Mr. Cassidy is a shareholder of the Company.
As the organizers and developers of the Company, James Cassidy and
James McKillop may be considered promoters of the Registrant.
The Company 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
the Company.
Management is aware that certain current and prior blank check
companies of which Messrs. Cassidy and McKillop were the officers and
directors have received subpeonas for documents in regard to a formal
investigation by the Securities and Exchange Commission (In the matter
HO-12590) requesting documentation regarding the share ownership of those
companies. Management has no independent knowledge or information regarding
these subpeonas but believes it is part of a wider review by the SEC concerning
the filing of management ownership reports.
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 the Company'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 the Company nor is any common stock
currently being publicly offered by the Company. At the time of this
registration, no shares issued by the Company 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 the Company could offer their shares for sale pursuant
to such rule. However, all the shareholders of the Company 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 the Company 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. The Company has not paid any dividends to date,
and has no plans to do so in the immediate future. The Company 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 the Company's revenues and earnings, if any, capital
requirements and financial conditions. The payment of dividends would
be within the discretion of the Company's Board of Directors.
31
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ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES.
During the past three years, the Company has issued 20,000,000
common shares pursuant to Section 4(2) of the Securities Act of 1933 to
its founders.
On December 11, 2015 the Company issued the following shares of its
common stock:
Name Number of Shares
James Cassidy (1) 10,000,000
James McKillop (2) 10,000,000
(1) James Cassidy is the president, secretary, and a director of
the Company.
(2) James McKillop is the vice president and a director of the Company.
ITEM 11. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The authorized capital stock of the Company 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 the Company; 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 the Company, 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 the Company. 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 the Company without further action by the shareholders and may adversely
affect the voting and other rights of the holders of common stock. At
present, the Company has no plans to issue any preferred stock nor adopt
any series, preferences or other classification of preferred stock.
32
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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 the Company, 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.
the Company 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 the Company'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
the Company, 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, the Company does not meet the qualifications for listing on the
Nasdaq Capital Market, the Company may apply for quotation of its
securities on the OTC Bulletin Board.
33
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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 the Company 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 the Company 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, the Company will be required
to, and will, file reports under Section 13 of the Exchange Act. As a
result, sales of the Company'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 the Company
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. The Company 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. The Company's certificate of incorporation contains such
a provision.
34
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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.
The Company is a smaller reporting company in accordance with Regulation
S-X.
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.
The Company 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 the
Company for the period ended December 15, 2015. The following financial
statements are attached to this report and filed as a part thereof.
35
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FINANCIAL STATEMENTS FOR
Period from December 11, 2015(Inception)
to December 15, 2015
______________________________________________________________________
FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm 1
Financial Statements 2-5
Notes to Financial Statements 6-8
______________________________________________________________________
ANTON & CHIA, LLP CERTIFIED PUBLIC ACCOUNTANTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Burney Hill Acquisition Corporation
We have audited the accompanying balance sheet of Burney Hill Acquisition
Corporation (the "Company") as of December 15, 2015,and the related statements
of operations, changes in stockholders' deficit and cash flows for the
period from December 11, 2015 (Inception) to December 15, 2015. 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
December 15, 2015 and the results of its operations and its cash flows
from December 11, 2015 (Inception) to December 15, 2015 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
December 15, 2015
1
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BURNEY Hill ACQUISITION CORPORATION
BALANCE SHEET
ASSETS
December 15, 2015
------------------
Current assets
Cash $ 0
---------------
Total assets $ 0
===============
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities
Accrued liabilities $ 0
---------------
Total liabilities 0
---------------
Stockholders' deficit
Preferred stock, $0.0001 par value,
20,000,000 shares authorized; none $ 0
outstanding ---------------
Common stock, $0.0001 par value, 100,000,000
shares authorized; 20,000,000 shares issued
and outstanding 2,000
Discount on Common Stock (2,000)
Additional paid-in capital 312
Accumulated Deficit (312)
---------------
Total stockholders' deficit 0
---------------
Total liabilities and stockholders'
deficit 0
================
The accompanying notes are an integral part of these financial statements.
2
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BURNEY Hill ACQUISITION CORPORATION
STATEMENT OF OPERATIONS
For the period from
December 11, 2015
(Inception) to
December 15, 2015
-----------------
Revenue $ -
Cost of revenue -
-----------------
Gross profit -
Operating expenses $ 312
-----------------
Operating loss (312)
Loss before income taxes (312)
==================
Income tax expense -
Net loss $ (312)
==================
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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BURNEY Hill ACQUISITION CORPORATION
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
Common Stock Discount Additional Total
-------------------- on Common Paid-in Stockholders'
Shares Amount Stock Capital Deficit
---------- -------- --------- ----------- -----------
Balance,
December 11, 2015
(Inception) - $ - $ - $ - $ -
Issuance of
common stock 20,000,000 2,000 (2,000) - -
Stockholder contributed
Company expense - - - 312 312
Net loss - - - - (312)
---------- -------- ---------- --------- ---------
Balance,
December 15,
2015 20,000,000 $ 2,000 $ (2,000) $ 312 $ (0)
========== ======== ========== ========= =========
The accompanying notes are an integral part of these financial statements.
4
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BURNEY Hill ACQUISITION CORPORATION
STATEMENT OF CASH FLOWS
For the period from
December 11, 2015
(Inception) to
December 15, 2015
--------------
OPERATING ACTIVITIES
Net loss $ (312)
Non-cash adjustments to reconcile net loss to net cash:
Expenses paid for by stockholder and contributed
as capital 312
-------------
Net cash provided by (used in)
operating activities 0
-------------
Net increase (decrease) in cash 0
Cash, beginning of period -
-------------
Cash, end of period $ 0
=============
Supplemental cash information
Non-cash transaction-Common stock issued
to founders for no consideration $ 2,000
=============
Interest paid $ 0
=============
Taxes paid 0
=============
The accompanying notes are an integral part of these financial statements.
5
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BURNEY Hill ACQUISITION CORPORATION
Notes to Financial Statements
NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS
Burney Hill Acquisition Corporation ("Burney Hill" or "the Company") was
incorporated on December 11, 2015 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 the Company. 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' deficit and cash
flows disclose activity since the date of the Company's inception. The Company
chose December 31 as its fiscal year end.
In June 2014, the FASB issued ASU 2014-10 regarding developmental stage
entities. The ASU removed the definition of development stage entity, as
was previously defined under generally accepted accounting principles in
the United States (U.S. GAAP), from the accounting standards codification,
thereby removing the finanical reports definition between the development
stage entities and other reporting entities from U.S. GAAP.
In addition, the ASU eliminates the requirements for development stage
entities to (i) present inception-to-date information in the statement
of income, cash flow and stockholders' equity, (ii) label the financial
statements as those of a development stage entity, (iii) disclose a description
of the development stage activities in which the entity is engaged, and (iv)
disclose in the first year in which the entity is no longer a development
stage entity that in prior years it had been in the development stage.
The Company has chosen to adopt the ASU for the Company's financial statements
as of December 31, 2015 and the adoption of this pronouncement impacted the
Company by eliminating the requirements to report inception-to-date financial
information previously required.
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
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 December 15, 2015.
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 December 15,
2015
6
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BURNEY Hill ACQUISITION CORPORATION
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 December 15, 2015 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 December 15, 2015, 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 December 15, 2015.
The Company had working capital of $0 and an accumulated deficit of
$312 as of December 15, 2015. 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.
7
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BURNEY Hill ACQUISITION CORPORATION
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 STOCKHOLDERS' DEFICIT
On December 11, 2015, the Company issued 20,000,000 founders common stock
to two directors and officers for no consideration. The Company is
authorized to issue 100,000,000 shares of common stock and 20,000,000
shares of preferred stock. As of December 15, 2015, 20,000,000 shares of
common stock and no preferred stock were issued and outstanding.
NOTE 4 SUBSEQUENT EVENTS
In accordance with ASC 855, Subsequent EVents, the Company has evaluated
subsequent events occurring after December 31, 2015 through the date
financial statements are available for issuance and notes that there
are none.
8
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INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
3.1* Certificate of Incorporation of Burney Hill
Acquisition Corporation
3.2* By-Laws of Burney Hill Acquisition Corporation
3.3* Specimen stock certificate of Burney Hill
Acquisition Corporation
* Previously filed.
______________________________________________________________________
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of
1934, the Registrant caused this registration statement to be signed on
its behalf by the undersigned thereunto duly authorized.
BURNEY Hill ACQUISITION CORPORATION
By: /s/ James Cassidy, President
Date: March 4, 2016