SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2016
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 000-55568
SHERMAN HILL ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 81-0986697
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
215 Apolena Avenue
Newport Beach, CA 92662
(Address of principal executive offices) (zip code)
949-673-4510
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes X No
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of "large accelerated filer,"
"accelerated filer" and "smaller reporting company" in Rule 12b-2 of
the Exchange Act.
Large accelerated filer Accelerated Filer
Non-accelerated filer Smaller reporting company X
(do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
Yes X No
Indicate the number of shares outstanding of each of the issuer's
classes of stock, as of the latest practicable date.
Class Outstanding at
March 31, 2016
Common Stock, par value $0.0001 20,000,000
Documents incorporated by reference: None
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FINANCIAL STATEMENTS
Balance Sheets as of March 31, 2016 (unaudited) and
December 31, 2015 2
Statements of Operations for the Three Months Ended
March 31, 2016 (unaudited) 3
Statements of Cash Flows for the Three Months Ended
March 31, 2016 (unaudited) 4
Notes to Financial Statements (unaudited) 5-8
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SHERMAN HILL ACQUISITION CORPORATION
BALANCE SHEETS
ASSETS
March 31, December 31,
2016 2015
------------ ------------
(Unaudited)
Current assets
Cash $ - $ -
------------ ------------
Total assets $ - $ -
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accrued liabilities $ 500 $ 1,000
------------ ------------
Total liabilities 500 1,000
------------ ------------
Stockholders' Equity
Preferred stock, $0.0001 par value
20,000,000 shares authorized;
none issued and outstanding - -
Common Stock, $0.0001 par value,
100,000,000 shares authorized;
20,000,000 shares issued and
outstanding March 31, 2016 and
December 31, 2015 2,000 2,000
Discount on Common Stock (2,000) (2,000)
Additional paid-in capital 1,462 312
Accumulated deficit (1,962) (1,312)
------------ ------------
Total stockholders' deficit (500) (1,000)
------------ ------------
Total liabilities and
stockholders'deficit $ - $ -
============ ============
The accompanying notes are an integral part of these unaudited financial
statements.
2
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SHERMAN HILL ACQUISITION CORPORATION
STATEMENT OF OPERATIONS
(UNAUDITED)
For the three months
ended March 31, 2016
-------------------
Revenue $ -
Cost of revenues -
-----------------
Gross profit -
-----------------
Operating expenses 650
-----------------
Operating loss (650)
-----------------
Loss before income taxes (650)
Income tax expense -
-----------------
Net loss $ (650)
=================
Loss per share - basic and diluted $ -
=================
Weighted average shares - 20,000,000
basic and diluted =================
The accompanying notes are an integral part of these unaudited financial
statements.
3
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SHERMAN HILL ACQUISITION CORPORATION
STATEMENT OF CASH FLOWS
(UNAUDITED)
For the three months
ended March 31, 2016
---------------------
OPERATING ACTIVITIES
Net loss $ (650)
Non-cash adjustments to reconcile net loss to net cash:
Expenses paid for by stockholder and contributed
as capital 1,150
Changes in Operating Assets and Liabilities:
Accrued liability (500)
--------------------
Net cash provided by (used in) operating activities -
--------------------
FINANCING ACTIVITIES
Proceeds from issuance of common stock -
Proceeds from stockholders contribution -
--------------------
Net cash provided by financing activities -
--------------------
Net increase in cash $ -
===================
Cash, beginning of period -
===================
Cash, end of period $ -
===================
SUPPLEMENTAL DISCLOSURES:
Cash paid during the period for:
Income tax $ -
===================
Interest $ -
===================
The accompanying notes are an integral part of these unaudited financial
statements.
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SHERMAN HILL ACQUISITION CORPORATION
Notes to Unaudited Condensed Financial Statements
NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS
Sherman Hill Acquisition Corporation (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 Sherman Hill. 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 unaudited condensed financial
statements. Such unaudited condensed 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 unaudited condensed financial statements.
Certain information and footnote disclosures normally present in annual
financial statements prepared in accordance with accounting principles
generally accepted in the United States of America ("U.S. GAAP") were omitted
pursuant to such rules and regulations. The results for the three months ended
March 31, 2016, are not necessarily indicative of the results to be
expected for the year ending December 31, 2016.
USE OF ESTIMATES
The preparation of unaudited condensed 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 condensed 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 March 31, 2016.
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 March 31,
2016.
5
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SHERMAN HILL ACQUISITION CORPORATION
Notes to Unaudited Condensed 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 March 31, 2016 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 March 31, 2016, 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
unaudited condensed 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 unaudited
condensed 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.
RECENT ACCOUNTING PRONOUNCEMENTS
On November 20, 2015, FASB issued ASU-2015-17-Income Taxes. The
Board is issuing this Update as part of its initiative to reduce complexity
in accounting standards (the Simplification Initiative). The objective of
the Simplification Initiative is to identify, evaluate, and improve areas
of generally accepted accounting principles (GAAP) for which cost and
complexity can be reduced while maintaining or improving the usefulness
of the information provided to users of financial statements. Current
GAAP requires an entity to separate deferred income tax liabilities and
assets into current and noncurrent amounts in a classified statement of
financial position. To simplify the presentation of deferred income taxes,
the amendments in this Update require that deferred tax liabilities and
assets be classified as noncurrent in a classified statement of financial
position. The amendments in this Update apply to all entities that present
a classified statement of financial position. The current requirement that
deferred tax liabilities and assets of a tax-paying component of an entity
be offset and presented as a single amount is not affected by the amendments
in this Update. For public business entities, the amendments in this Update
are effective for financial statements issued for annual periods beginning
after December 15, 2016, and interim periods within those annual periods.
Earlier application is permitted for all entities as of the beginning of an
interim or annual reporting period. The Company is still in the process of
evaluating future impact of adopting this standard.
On June 12, 2015, the Financial Accounting Standards Board ("FASB") issued
Accounting Standards Update (ASU) No. 2015-10-Technical Corrections and
Improvements. The amendments in this Update cover a wide range of Topics
in the Codification. The amendments in this Update represent changes to make
minor corrections or minor improvements to the Codification that are not
expected to have a significant effect on current accounting practice or
create a significant administrative cost to most entities. This Accounting
Standards Update is the final version of Proposed Accounting Standards Update
2014-240-Technical Corrections and Improvements, which has been deleted.
Transition guidance varies based on the amendments in this Update. The
amendments in this Update that require transition guidance are effective
for all entities for fiscal years, and interim periods within those fiscal
years, beginning after December 15, 2015. Early adoption is permitted,
including adoption in an interim period. All other amendments will be
effective upon the issuance of this Update. Management is in the process
of assessing the impact of this ASU on the Company's financial statements.
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SHERMAN HILL ACQUISITION CORPORATION
Notes to Unaudited Condensed Financial Statements
On April 30, 2015, the Financial Accounting Standards Board ("FASB") issued
Accounting Standards Update (ASU) No. 2015-06 Earnings Per Share (Topic 260):
Effects on Historical Earnings per Units of Master Limited Partnership Dropdown
Transactions. Under Topic 260, Earnings Per Share, master limited partnerships
(MLPs) apply the two-class method to calculate earnings per unit (EPU) because
the general partner, limited partners, and incentive distribution rights
holders each participate differently in the distribution of available cash.
When a general partner transfers (or "drops down") net assets to a master
limited partnership and that transaction is accounted for as a transaction
between entities under common control, the statements of operations of the
master limited partnership are adjusted retrospectively to reflect the
dropdown transaction as if it occurred on the earliest date during which
the entities were under common control. The amendments in this Update
specify that for purposes of calculating historical EPU under the two-class
method, the earnings (losses) of a transferred business before the date
of a dropdown transaction should be allocated entirely to the general
partner interest, and previously reported EPU of the limited partners
would not change as a result of a dropdown transaction. Qualitative
disclosures about how the rights to the earnings (losses) differ
before and after the dropdown transaction occurs also are required.
This Accounting Standards Update is the final version of Proposed
Accounting Standards Update EITF-14A Earnings Per Share Effects on
Historical Earnings per Unit of Master Limited Partnership Dropdown
Transactions (Topic 260), which has been deleted. Effective for fiscal
years beginning after December 15, 2015, and interim periods within
those fiscal years. Earlier application is permitted. The amendments
in this Update should be applied retrospectively for all financial
statements presented. Management is in the process of assessing the
impact of this ASU on the Company's financial statements.
In January 2015, the Financial Accounting Standards Board ("FASB")
issued Accounting Standards Update (ASU) No. 2015-01 Income
Statement Extraordinary and Unusual Items (Subtopic 225-20):
Simplifying Income Statement Presentation by Eliminating the
Concept of Extraordinary Items. The objective of this Update
is to simplify the income statement presentation requirements in
Subtopic 225-20 by eliminating the concept of extraordinary items.
Extraordinary items are events and transactions that are
distinguished by their unusual nature and by the infrequency
of their occurrence. Eliminating the extraordinary classification
simplifies income statement presentation by altogether removing
the concept of extraordinary items from consideration. This
Accounting Standards Update is the final version of Proposed
Accounting Standards Update 2014-220 Income Statement
Extraordinary Items (Subtopic 225-20), which has been deleted.
Effective for fiscal years, and interim periods within those
fiscal years, beginning after December 15, 2015. A reporting
entity may apply the amendments prospectively. A reporting entity
also may apply the amendments retrospectively to all prior periods
presented in the financial statements. Early adoption is permitted
provided that the guidance is applied from the beginning of the
fiscal year of adoption. The effective date is the same for both
public business entities and all other entities. Management is
in the process of assessing the impact of this ASU on the Company's
financial statements.
NOTE 2 - GOING CONCERN
The Company has not yet generated any revenue since inception to date and
has sustained operating loss of $650 during the three months ended March 31,
2016. The Company had a working capital deficit of $500 and an accumulated
deficit of $1,962 as of March 31, 2016. The Company's continuation as a
going concern is dependent on its ability to generate sufficient cash flows
from operations to meet its obligations and/or obtaining additional financing
from its members or other sources, as may be required.
The accompanying unaudited condensed 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
unaudited condensed 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 - ACCRUED LIABILITIES
As of March 31, 2016, the Company had an accrued professional fee
of $500.
NOTE 4 - STOCKHOLDERS' DEFICIT
On December 11, 2015, the Company issued 20,000,000 founders common
stock to two directors and officers. The Company is authorized to issue
100,000,000 shares of common stock and 20,000,000 shares of preferred
stock. As of March 31, 2016, 20,000,000 shares of common stock and no
preferred stock were issued and outstanding.
NOTE 5 - SUBSEQUENT EVENT
Management has evaluated subsequent events through May 23, 2016,
the date which the financial statements were available to be issued.
All subsequent events requiring recognition as of March 31, 2016 have
been incorporated into these financial statements and there are no
subsequent events that require disclosure in accordance with FASB
ASC Topic 855, "Subsequent Events."
7
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Sherman 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. Sherman Hill Acquisition Corporation
("Sherman 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.
Since inception Sherman Hill's operations to date of the period covered
by this report have been limited to issuing shares of common stock to its
original shareholders and filing a registration statement on Form 10 on
July 28, 2015 with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934 as amended to register its class of common
stock.
As of the date of this report, the Company is in discussions for
a possible change in control of the Company. No final documents have
been effected and no change of control has occurred although the Company
anticipates that such finalization is imminent. Once, and if, such
change in control occurs, the Company will file a Form 8-K. Any
such change in control anticipates a pre rata redemption of probably
19,500,000 of the 20,000,000 outstanding shares and resignation of
the current officers and directors, appointment of new management and
issuance of shares to new shareholders.
Sherman Hill has no operations nor does it currently engage in any
business activities generating revenues. Sherman Hill's principal
business objective is to achieve a business combination with a target
company.
A combination will normally take the form of a merger, stock-for-stock
exchange or stock-for-assets exchange. In most instances the target
company will wish to structure the business combination to be within the
definition of a tax-free reorganization under Section 351 or Section 368
of the Internal Revenue Code of 1986, as amended.
No assurances can be given that Sherman Hill will be successful in
locating or negotiating with any target company.
As of the date of this report, the Company is in discussions for
a possible change in control of the Company. No final documents have
been effected and no change of control has occurred although the Company
anticipates that such finalization may occur in the very near future.
Once, and if, such change in control occurs, the Company will file a
Form 8-K. Any such change in control anticipates a pre rata redemption
of probably 19,500,000 of the 20,000,000 outstanding shares and
resignation of the current officers and directors, appointment of
new management and issuance of shares to new shareholders.
As of March 31, 2016 Sherman Hill had not generated revenues and had
no income or cash flows from operations since inception. Sherman Hill
had sustained net loss of $650 and an accumulated deficit of $1,962 for
the three months ended and as of March 31, 2016, respectively.
The Company's independent auditors have issued a report raising
substantial doubt about the Company's ability to continue as a going concern.
At present, the Company has no operations and the continuation of Sherman
Hill as a going concern is dependent upon financial support from its
stockholders, its ability to obtain necessary equity financing to continue
operations and/or to successfully locate and negotiate with a business entity
for the combination of that target company with Sherman Hill.
Management will pay all expenses incurred by Sherman Hill until a
change in control is effected. There is no expectation of repayment
for such expenses.
The president of Sherman Hill is the president, director and
shareholder of Tiber Creek Corporation. Tiber Creek Corporation assists
companies in becoming public reporting companies and with introductions
to the financial community.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.
Information not required to be filed by Smaller reporting companies.
ITEM 4. Controls and Procedures.
Disclosures and Procedures
Pursuant to Rules adopted by the Securities and Exchange Commission,
the Company carried out an evaluation of the effectiveness of the design
and operation of its disclosure controls and procedures pursuant to
Exchange Act Rules. This evaluation was done as of the end of the
period covered by this report under the supervision and with the
participation of the Company's principal executive officer (who is
also the principal financial officer).
Based upon that evaluation, he believes that the Company's
disclosure controls and procedures are effective in gathering, analyzing
and disclosing information needed to ensure that the information
required to be disclosed by the Company in its periodic reports is
recorded, processed, summarized and reported, within the time periods
specified in the Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed
to ensure that information required to be disclosed by an issuer in the
reports that it files or submits under the Act is accumulated and
communicated to the issuer's management, including its principal executive
and principal financial officers, or persons performing similar functions,
as appropriate to allow timely decisions regarding required disclosure.
This Quarterly Report does not include an attestation report of
the Company's registered public accounting firm regarding internal
control over financial reporting. Management's report was not subject
to attestation by the Company's registered public accounting firm
pursuant to temporary rules of the Securities and Exchange
Commission that permit the Company to provide only management's
report in this Quarterly Report.
Changes in Internal Controls
There was no change in the Company's internal control over
financial reporting that was identified in connection with such
evaluation that occurred during the period covered by this report
that has materially affected, or is reasonably likely to materially
affect, the Company's internal control over financial reporting.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings against the Company and the Company
is unaware of such proceedings contemplated against it.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the past three years, the Company has issued 20,000,000
common shares pursuant to Section 4(2) of the Securities Act of 1933
at par as follows:
On December 11, 2015, the Company issued the following shares of
its common stock:
Name Number of Shares
James Cassidy 10,000,000
James McKillop 10,000,000
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
(a) Not applicable.
(b) Item 407(c)(3) of Regulation S-K:
During the quarter covered by this Report, there have not been
any material changes to the procedures by which security holders
may recommend nominees to the Board of Directors.
ITEM 6. EXHIBITS
(a) Exhibits
31 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
32 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
SHERMAN Hill ACQUISITION CORPORATION
By: /s/ James M. Cassidy
President, Chief Financial Officer
Dated: May 23, 2016