SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2015
[ ] 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.)
9454 Wilshire Boulevard, Suite 610
Beverly Hills, California 90212
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: 310-888-1870
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock, $.0001 par value per share
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act
[ ] Yes [ X ] No
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act.
[ ] Yes [ X ] No
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
[ X ] Yes [ ] No
Indicate by check mark whether the registrant has submitted electronically
and posted on its corporate Website, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (Section 232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit
and post such files).
[ X ] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (Section 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form
10-K.
[ X ] Yes [ ] No
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of "large accelerated
filer", "accelerated filer", "non-accelerated filer", and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large Accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [ X ]
(do not check if smaller reporting company)
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
[ X ] Yes [ ] No
State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at
which the common equity was last sold, or the average bid and asked
price of such common equity, as of the last business day of the
registrant's most recently completed second fiscal quarter.
$ 0
Indicate the number of shares outstanding of each of the registrant's
classes of common stock as of the latest practicable date.
Class Outstanding at
March 31, 2016
Common Stock, par value $0.0001 20,000,000
Documents incorporated by reference: Form 10-12G/A filed
January 7, 2016
_____________________________________________________________________
PART I
Item 1. Business
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.
The Company was 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.
The Company registered its common stock on a Form 10
registration statement filed pursuant to the Securities Exchange
Act of 1934 (the "Exchange Act") and Rule 12(g) thereof On January
7, 2015 which became automatically effective 60 days thereafter. The
Company files with the Securities and Exchange Commission periodic
and current reports under Rule 13(a) of the Exchange Act, including
quarterly reports on Form 10-Q and annual reports Form 10-K.
At the period covered by this Report for the year ended December
31, 2015, the Company had no employees and two officers, directors
and shareholders.
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 company 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).
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.
As of December 31, 2015, the Company had not generated revenues and
had no income or cash flows from operations since inception. At December
31, 2015, the Company had sustained net loss of $1,312.
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 the Company 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
the Company.
Management of the Company will pay all expenses incurred by the
Company. Management does not expect any repayment for such paid expenses.
There is no assurance that the Company will ever be profitable.
Subsequent Event
Subsequent to the period covered by this report, the Company effected
a change in control. On July 5, 2016, the Company redeemed 19,500,000 of
the 20,000,000 outstanding shares of common stock pro rata at par from
the then two shareholders. The then officers and directors of the Company
resigned and he following persons were named directors:
CC (Charles) Colburn (Chairman)
Hector I. Hernandez, Sr.
Charles (Colby) Colburn
Derek La Marque
The following persons were appointed to the offices appearing next
to the names below:
CC (Charles) Colburn Chief Executive Officer
Hector I. Hernandez, Sr. President, Chief Operating
Officer, Treasurer
Charles (Colby) Colburn Executive Vice President
On July 6, 2016 the Company issued 31,250,000 shares of its common
stock pursuant to Section 4(2) of the Securities Act of 1933 at par
representing 98.4% of the total outstanding 31,750,000 shares of common
stock as follows:
25,000,000 GEO Reserve Group LLC
5,000,000 ADICEM USA LLC
1,250,000 La Marque Group, LLC
CC (Charles) Colburn, an officer and director of the Company, is the
principal owner of Geo Reserve Group, LLC and the shares owned by it may
be deemed owned by Mr. Colburn. Hector I. Hernandez, Sr. an officer and
director of the Company, is the principal owner of Adicem USA, LLC and the
shares owned by it may be deemed owned by Mr. Hernandez, and Derek La Marque,
an officer and director of the Company, is the principal owner of La Marque
Group, LLC and the shares owned by it may be deemed owned by Mr. La Marque.
The Company filed a Form 8-K reflecting these transactions.
With the issuance of the stock and the redemption of 19,500,000 shares
of stock (discussed below), the Company effected a change in its control and
the new majority shareholder(s) elected new management of the Company. The
Company may develop its business plan by future acquisitions or mergers but
no agreements have been reached regarding any acquisition or other business
combination. The Company changed its name as part of the change in control.
If the Company makes any acquisitions, mergers or other business combination,
the Company will file a Form 8-K but until such time the Company remains a
shell company.
Item 2. Properties
The Company has no properties and at the period covered by this
Report has no agreements to acquire any properties. The Company currently
uses the offices of Management at no cost to the Company.
Item 3. Legal Proceedings
There is no litigation pending or threatened by or against the
Company.
Prior management of the Company is aware that certain current and
prior blank check companies of which Messrs. Cassidy and McKillop were
the officers and directors have received subpoenas 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 subpoenas but believes it is part of a wider
review by the SEC concerning the filing of management ownership reports.
Item 4. Mine Safety Disclosures.
Not applicable.
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities
There is currently no public market for the Company's securities.
Following a business combination, a target company will normally
wish to cause the Company's common stock to trade in one or more United
States securities markets. The target company may elect to take the
steps required for such admission to quotation following the business
combination or at some later time.
At such time as it qualifies, the Company may choose to apply for
quotation of its securities on the OTC Bulletin Board.
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.
As such time as it qualifies, the Company may choose to apply for
quotation of its securities on the Nasdaq Capital Market.
In general there is greatest liquidity for traded securities on
the Nasdaq Capital Market and less on the OTC Bulletin Board. It is
not possible to predict where, if at all, the securities of the Company
will be traded following a business combination.
Since inception, the Company has sold securities which
were not registered as follows:
NUMBER OF Shares
DATE NAME SHARES Outstanding
December 11, 2015 James Cassidy (1) 10,000,000
9,750,000 (redeemed July 5, 2016)
December 11, 2015 James McKillop 10,000,000
9,750,000 (redeemed July 5, 2016)
July 6, 2016 GEO Reserve
Group LLC 25,000,000
ADICEM USA LLC 5,000,000
La Marque Group, LLC 1,250,000
(1) James M. Cassidy, former president and a director of the Company, is
the sole shareholder and director of Tiber Creek Corporation, a
Delaware corporation, which company has agreed to assist the Company
in registering its stock and introductions to the brokerage community.
Item 6. Selected Financial Data.
There is no selected financial data required to be filed for
a smaller reporting company.
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations
The Company has no operations nor does it currently engage in any
business activities generating revenues. The Company'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 the Company will be successful in
locating or negotiating with any target company.
In implementing a structure for a particular business acquisition, 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 transaction, 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 officer
and director of the Company will, as part of the terms of the business
combination, resign and be replaced by one or more new officers and
directors.
As of December 31, 2015, the Company had not generated revenues
and had no income or cash flows from operations since inception. At
December 31, 2015, the Company had sustained net loss of $1,312.
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 the Company 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
the Company.
Management will pay all expenses incurred by the Company. There is
no expectation of repayment for such expenses.
2015 Year-End Analysis
The Company has received no income, has had no operations
nor expenses, other than Delaware state fees and accounting fees
as required for incorporation and for the preparation of the
Company's financial statements.
Item 8. Financial Statements and Supplementary Data
The financial statements for the year ended December 31, 2015
are attached hereto.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
Subsequent to the period covered by this Report, the Company
changed its auditor and has filed a Form 8-K noticing the termination
of its former accountants and engagement of the new accountants.
Item 9A. Controls 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 fiscal
year under the supervision and with the participation of the Company's
principal executive officer (who is also the principal financial officer).
There have been no significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to
the date of the evaluation. 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,
summarized and processed timely. The principal executive officer
is directly involved in the day-to-day operations of the Company.
Management's Report of Internal Control over Financial Reporting
The Company is responsible for establishing and maintaining
adequate internal control over financial reporting in accordance with
the Rule 13a-15 of the Securities Exchange Act of 1934. The Company's
officer, its president, conducted an evaluation of the effectiveness
of the Company's internal control over financial reporting as of
December 31, 2015, based on the criteria establish in Internal
Control Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on this evaluation,
management concluded that the Company's internal control over financial
reporting was not effective as of December 31, 2015, based on those
criteria. A control system can provide only reasonably, not absolute,
assurance that the objectives of the control system are met and no
evaluation of controls can provide absolute assurance that all control
issues have been detected.
The independent registered public accounting firm for the Company,
has not issued an attestation report on the effectiveness of the Company's
internal control over financial reporting.
Changes in Internal Control Over Financial Reporting
There were no changes in the Company's internal controls over financial
reporting during its fourth fiscal quarter that have materially affected, or
are reasonably likely to materially affect, its internal control over financial
reporting.
Item 9B. Other information
Not applicable.
PART III
Item 10. Directors, Executive Officers, and Corporate Governance;
The Directors and Officers of the Company are as follows:
At the Period Covered by this Report
Name Positions and Offices Held
----------------- -----------
James Cassidy President, Secretary, Director
James McKillop Vice President, Director
Subsequent to the July 5, 2016 change in control
Name Positions and Offices Held
----------------- -----------
CC (Charles) Colburn Chief Executive Officer
Hector I. Hernandez, Sr. President, Chief Operating
Officer, Treasurer
Charles (Colby) Colburn Executive Vice President
Management of The Company
The Company has no full time employees. James Cassidy and
James McKillop were the officers and directors of the Company and
its sole shareholders for the period covered by this Report.
Set forth below is the business experience during at least the
last five years of the former and current officers and directors of
the Company:
James Cassidy, Esq., LL.B., LL.M., served 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 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 ample
experience in evaluating companies and management, understanding
business plans, assisting in capital raising and determining
corporate structure and objectives.
James McKillop served 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 is the founder of MB Americus LLC which specializes
in consulting and public relations. Mr. McKillop has provided
consulting services to Tiber Creek Corporation for more than five
years. Mr. McKillop has written articles for 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, evaluating and determining a suitable
target company.
CC (Charles) Colburn, 61, serves as a director and Chief Executive
Officer of the Registrant. Mr. Colburn is a geologist/petroleum engineer
with over 30 years experience in the energy production and drilling technology
business. Mr. Colburn was named Texas Oil Man of the Year in 1985 and 1986.
Mr. Colburn, together with Mr. Hernandez, established the first US-Soviet oil
and gas production company, and were the first Westerners to receive petroleum
production rights, along with rights to transport and export. Since 2001, Mr.
Colburn has served as senior advisor for clients in the energy and financial
industry, to include Consol Energy, CNX Gas, Chevron, Dominion Resources,
Miller Energy and Halliburton, among others. He formed Integrated Solutions,
a joint venture with Halliburton Energy Services, for the purpose of regionally
interpreting the Best Available Technologies to be utilized through the entire
Appalachian Basin. Mr. Colburn received a BS degree in geology from The George
Washington University, Washington, D.C. and completed some graduate course work
at the Colorado School of Mines. Mr. Colburn has been a member of the Society
of Petroleum Engineers for over twenty years and also a member of the American
Association of Petroleum Geologists.
Hector I. Hernandez, Sr., Esq., 55, serves as President, Chief Operating
Officer and Treasurer of the Registrant. Mr. Hernandez has significant
investment banking, management and marketing experience in the international
development and construction industries. Since May 1986, Mr. Hernandez has
been a licensed attorney, serving five years at the U.S. Department of State,
and subsequently international transactions and investment structuring for
over 20 years. Mr. Hernandez owns a small law practice focusing on federal
matters, and owns ADICEM USA, LLC, a manufacturer and distributor of highly
specialized additives for use in making high performance concrete and cement.
Mr. Hernandez with CC Colburn, launched a petroleum production company in
the Soviet Union ("Permstar JSC"), and were the first Westerners to receive
oil production rights in the Soviet Union, along with the right to transport
and export petroleum. Mr. Hernandez received BA and Juris Doctorate degrees
from Georgetown University, Washington, D.C.
Charles (Colby) Colburn, 23,serves as Executive Vice President of the
Registrant. Mr. Colburn has multi discipline experience in the financial
and technical arenas of the energy business. Mr. Colburn is the son of
the Chairman of the Registrant and has played numerous technical roles from
prospect through pipeline, mergers and acquisitions, and financial instruments.
Over the past eight years, Mr. Colburn has been primarily focused in the oil,
gas and waste to energy sectors. He completed studies in business management
courses at Carolina Coastal University, Cowan, South Carolina.
Derek Lamarque, 32, serves as a Director of the Registrant. Mr. La
Marque has extensive experience in construction and development of large
scale projects, through his company, La Marque Group, LLC, Orange County,
California. He also owns AVEX ENERGY, LLC, specializing in developing
distressed oil and gas properties.
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.
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. As such management
believes there is no conflict of interest in these companies.
The blank check companies with which prior management (including
the directors) is involved are identical except for the name. As and
when created, no one blank check company offers management any more
favorable terms than the others. Thus no conflict of interest
arises for management between any of the blank check companies.
There are no binding guidelines or procedures for resolving
potential conflicts of interest. Failure by management to resolve
conflicts of interest in favor of the Company could result in
liability of management to the Company. However, any attempt by
shareholders to enforce a liability of management to the Company
would most likely be prohibitively expensive and time consuming.
Code of Ethics. The Company has not at this time adopted a
Code of Ethics pursuant to rules described in Regulation S-K. The
Company has two persons who are the only shareholders and who serve as
the directors and officers. The Company has no operations or business and
does not receive any revenues or investment capital. The adoption of an
Ethical Code at this time would not serve the primary purpose of such a
code to provide a manner of conduct as the development, execution and
enforcement of such a code would be by the same persons and only
persons to whom such code applied. Furthermore, because the Company
does not have any activities, there are activities or transactions
which would be subject to this code. At the time the Company enters
into a business combination or other corporate transaction, the current
officers and directors will recommend to any new management that such a
code be adopted. The Company does not maintain an Internet website on
which to post a code of ethics.
Corporate Governance. For reasons similar to those described
above, the Company does not have a nominating nor audit committee of the
board of directors. At the period covered by this Report, the Company
consists of two shareholders who serve as the corporate directors and
officers. The Company has no activities, and receives no revenues.
At such time that the Company enters into a business combination
and/or has additional shareholders and a larger board of directors and
commences activities, the Company will propose creating committees of
its board of directors, including both a nominating and an audit
committee. Because there are only two shareholders of the Company,
there is no established process by which shareholders to the
Company can nominate members to the Company's board of directors.
Similarly, however, at such time as the Company has more shareholders and
an expanded board of directors, the new management of the Company may
review and implement, as necessary, procedures for shareholder nomination
of members to the Company's board of directors.
Item 11. Executive Compensation
The Company's officers and directors do not receive any
compensation for services rendered to the Company, nor have they
received such compensation in the past. The officers and directors
are not accruing any compensation pursuant to any agreement with the
Company.
No retirement, pension, profit sharing, stock option or
insurance programs or other similar programs have been adopted by
the Company for the benefit of its employees.
The Company does not have a compensation committee for
the same reasons as described above.
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
The following table sets forth, as of December 31, 2015, each
person known by the Company to be the beneficial owner of five
percent or more of the Company's common stock and the director and
officer of the Company. The Company does not have any compensation
plans and has not authorized any securities for future issuance.
Except as noted, the holder thereof has sole voting and investment
power with respect to the shares shown.
Name and Address Amount of Beneficial Percent of
of Beneficial Owner Ownership Outstanding Stock
James K. McKillop 10,000,000 50%
9454 Wilshire Boulevard
Beverly Hills, California 90212
James Cassidy 10,000,000 50%
215 Apolena Avenue
Newport Beach, California 92662
All Executive Officers and 20,000,000 100%
Directors as a Group (2 Persons)
Subsequent Event
The following table sets forth, following the July 5, change in control,
each person known by the Company to be the beneficial owner of five percent
or more of the Company's common stock and the director and officer of the
Company.
CC (Charles) Colburn (Chairman) 25,000,000 78.
(Beneficially owned through Geo
Reserve Group LLC)
Hector I. Hernandez, Sr. 5,000,000
(Beneficially owned through
Adicem USA LLC)
Charles (Colby) Colburn
Derek La Marque 1,250,000
(Benficiarlly owned through
La Marque Group LLC)
(*Based on 31,750,000 shares outstanding)
Item 13. Certain Relationships and Related Transactions and
Director Independence
As of December 31, 2015, the Company issued a total of 20,000,000
shares of common stock pursuant to Section 4(2) of the Securities Act
at a discount of $2,000.
As the organizers and developers of the Company, James M. Cassidy
and James McKillop are considered promoters. Mr. Cassidy provided
services to the Company without charge consisting of preparing and filing
the charter corporate documents and preparing a registration statement
of Form 10.
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 of the officers and directors would be considered independent
directors if it were to do so.
Item 14. Principal Accounting Fees and Services.
The Company has no activities, no income and no expenses
except for independent audit and Delaware state fees. The Company's
president has donated his time in preparation and filing of all
state and federal required taxes and reports.
Audit Fees
The aggregate fees incurred for each of the last two years for
professional services rendered by the independent registered public
accounting firm for the audits of the Company's annual financial
statements and review of financial statements included in the Company's
Form 10-K and Form 10-Q reports and services normally provided in
connection with statutory and regulatory filings or engagements were
as follows:
Audit-Related Fees $ 750
December 15, 2015
Audit-Related Fees $ 250
December 31, 2015
The Company does not currently have an audit committee serving
and as a result its board of directors performs the duties of an audit
committee. The board of directors will evaluate and approve in advance,
the scope and cost of the engagement of an auditor before the auditor
renders audit and non-audit services. The Company does not rely on pre-
approval policies and procedures.
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PART IV
Item 15. Exhibits, Financial Statement Schedules
There are no financial statement schedules nor exhibits filed
herewith.
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
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FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm 1
Balance Sheet as of December 31, 2015 2
Statement of Operations for the period from December 11, 2015
(Inception) to December 31, 2015 3
Statement of Changes in Stockholders' Deficit for the Period
from December 11, 2015 (Inception) to December 31, 2015 4
Statement of Cash Flows for the period from December 11, 2015
(Inception) to December 31, 2015 5
Notes to Financial Statements 6-8
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KCCW Accountancy Corp.
CERTIFIED PUBLIC ACCOUNTANTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Sherman Hill Acquisition Corporation
We have audited the accompanying balance sheet of Sherman Hill
Acquisition Corporation (the "Company") as of December 31, 2015,
and the related statement of operations, changes in stockholders'
deficit, and cash flows for the period from December 11, 2015
(Inception) through December 31, 2015.
The Company's management is responsible for these financial statements.
Our responsibility is to express an opinion on these financial statements
based on our audit.
We conducted our audit in accordance with the 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 is 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. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, 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 31, 2015, and the results of its operations and its cash flows for
the period from December 11, 2015 (Inception) through December 31, 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/ KCCW Accountancy Corp.
Diamond Bar, CA
May 23, 2016
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SHERMAN HILL ACQUISITION CORPORATION
BALANCE SHEET
ASSETS
December 31, 2015
-----------------
Current assets
Cash $ -
-----------------
Total assets $ -
=================
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accrued liabilities $ 1,000
-----------------
Total liabilities 1,000
-----------------
Stockholders' deficit
Preferred stock $0.0001 par value,
20,000,000 shares authorized; none
outstanding
Common Stock; $0.0001 par value, 2,000
100,000,000 shares authorized;
20,000,000 shares issued and
outstanding as of December 31, 2015
Discount on Common Stock (2,000)
Additional paid-in capital 312
Accumulated deficit (1,312)
-----------------
Total stockholders' deficit (1,000)
-----------------
Total Liabilities and stockholders' equity $ -
=================
The accompanying notes are an integral part of these financial statements
2
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JACKSON HILL ACQUISITION CORPORATION
STATEMENT OF OPERATIONS
For the period from December 11,
2015 (Inception) to
December 31, 2015
-----------------
Revenue $ -
Cost of revenue -
-----------------
Gross profit -
Operating expenses 1,312
-----------------
Operating loss (1,312)
Loss before income taxes (1,312)
-----------------
Income tax expense -
-----------------
Net loss $ (1,312)
=================
Loss per share - basic and diluted $ -
-----------------
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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SHERMAN HILL ACQUISITION CORPORATION
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
Discount Addi- Total
Common Stock on tional Accumu- Stock-
-------------------- Common Paid-In lated holders'
Shares Amount Stock Capital Deficit 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 - - - - (1,312) (1,312)
=========== ======= ======= ========= ======== =========
Balance,
December 31, 2015 20,000,000 $ 2,000 $(2,000) $ 312 $(1,312) $(1,000)
=========== ======= ======== ========= ======== ======
The accompanying notes are an integral part of these financial statements
4
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SHERMAN HILL ACQUISITION CORPORATION
STATEMENT OF CASH FLOWS
For the period from
December 11, 2015
(Inception) to
December 31, 2015
------------------
OPERATING ACTIVITIES
Net loss $ (1,312)
Non-Cash adjustments to reconcile loss
to net cash
Expenses paid by stockholder and
contributed as capital 312
Changes in Operating Assets and Liabilities
Accrued liabilities 1,000
------------------
Net cash 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 $ -
==================
NON-CASH TRANSACTION:
Common stock issued to founders for no
consideration $ 2,000
==================
The accompanying notes are an integral part of these financial statements
5
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SHERMAN HILL ACQUISITION CORPORATION
Notes to the 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, filing
a registration statement on Form 10 to register its class of common
stock and effecting a change in control.
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.
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 31, 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
31, 2015.
5
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SHERMAN HILL ACQUISITION CORPORATION
Notes to the 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 31, 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 31, 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.
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.
6
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SHERMAN HILL ACQUISITION CORPORATION
Notes to the 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 $1,312 from inception (December 11, 2015)
to December 31, 2015. The Company had working capital deficit of $1,000
as of December 31, 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.
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 - ACCRUED LIABILITIES
As of December 31, 2015, the Company had an accrued professional fee
of $1,000.
NOTE 4 STOCKHOLDERS' DEFICIT
On December 11, 2015, the Company issued 20,000,000 founders common
stock to two directors and officers. The Company was authorized to issue
100,000,000 shares of common stock and 20,000,000 shares of preferred
stock. As of December 31, 2015, 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 December 31, 2015,
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
_____________________________________________________________________
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 Cassidy
President
Treasurer
Dated: June 30, 2016
Pursuant to the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
NAME OFFICE DATE
James Cassidy Director June 30, 2016