U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of
the Securities Exchange Act of 1934
WALNUT FOREST ACQUISITION CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 82-3707896
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(State or other jurisdiction (I.R.S. Employer Identification
of incorporation or organization) No.)
9454 Wilshire Boulevard, Suite 612
Beverly Hills, California 90212
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(Address of principal executive offices ) (Zip Code)
Registrant's telephone number, including area code: 310-888-1870
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
Walnut Forest 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.
Walnut Forest Acquisition Corporation ("Walnut Forest" 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.
Walnut Forest Acquisition Corporation was incorporated
on December 1, 2017 under the laws of the State of Delaware to engage in
any lawful corporate undertaking, including, but not limited to, selected
mergers and acquisitions. Walnut Forest 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.
Walnut Forest 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 Walnut Forest 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 Walnut Forest.
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 Walnut Forest or by a
filing registration pursuant to the Securities Act of 1933 (typically
a Form S-1) or the Securities Exchange Act of 1934 (Form 10).
Tiber Creek is continually in discussion with various entities who
are considering the use of a reporting company as part of the process
going public. In these discussions Tiber Creek will explain the
various options of becoming a reporting company including the use
an existing public reporting company such as Walnut Forest.
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 Walnut Forest is the president of Tiber Creek and
as such may be considered affiliated. However, there is no agreement
nor contractual relationship between Walnut Forest and Tiber Creek to
perform or provide services to the other. However, as a non-operating
blank check company, Walnut Forest 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 Walnut Forest 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
informing them that 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.
If a change of control of Walnut Forest is 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.
Walnut Forest has not generated revenues and has no income or cash
flows from operations since inception. The continuation of Walnut Forest
as a going concern is dependent upon financial support from its
stockholders.
James Cassidy is the president and a director of Walnut Forest.
James McKillop is the vice president and a director of Walnut Forest.
Walnut Forest 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 Walnut Forest are to Mr. Cassidy
and Mr. McKillop. The inability at any time of either of these individuals
to devote sufficient attention to Walnut Forest could have a material adverse
impact on its operations.
Management has agreed to fund the expenses of Walnut Forest until
a change in control without reimbursement after which time all of its
expenses will become the responsibility of new management. Because
of the nature of the Walnut Forest 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. Although the Company is a public reporting
company, its securities are not trading. The Company anticipates that
if a change in control is effected, it will make an appropraite applications
to register its securities for public trading.
The perceived benefits to being a public trading company 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 Walnut Forest 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 such private company a majority of the issued and
outstanding common stock of Walnut Forest and the substitution by the
private company of its own management and board of directors.
The proposed business activities described herein classify Walnut
Forest 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. Walnut Forest will not
make any efforts to cause a market to develop in its securities until such
time as Walnut Forest has successfully implemented a business combination
and it is no longer classified as a blank check company.
Walnut Forest is voluntarily filing this registration statement with
the Securities and Exchange Commission and is under no obligation to do so
under the Exchange Act. Walnut Forest 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 Walnut Forest. Since a principal benefit of a
business combination with Walnut Forest would normally be considered its
status as a reporting company, it is anticipated that Walnut Forest 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.
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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Walnut Forest or The corporation whose common stock is the
the Registrant subject of this registration statement.
Exchange Act The Securities Exchange Act of 1934, as
amended.
Securities Act The Securities Act of 1933, as amended.
Reporting Company A company with a class of securities registered
under Section 12 of the Securities Exchange
Act of 1934
Jumpstart Our Business Startups Act
The disclosure contained below, discusses generally the terms of
the "Jumpstart Our Business Startups Act". Currently the Company is without
operations or revenues and as such does not anticipate that it will effect
certain of the transactions covered by such Act until, if at all, the
time a change in control of the Company is effected. Until at such time
the Company effects a change in control it does not anticipate that it
will benefit from the exemptions from certain financial disclosure required
in a registration statement as well as the simplification of the sale of
securities and the relaxation of general solicitation for Rule 506 offerings.
In April, 2012, the Jumpstart Our Business Startups Act ("JOBS
Act") was enacted into law. The JOBS Act provides, among other things:
Exemptions for emerging growth companies from certain financial
disclosure and governance requirements for up to five years and
provides a new form of financing to small companies;
Amendments to certain provisions of the federal securities laws to
simplify the sale of securities and increase the threshold number of
record holders required to trigger the reporting requirements of the
Securities Exchange Act of 1934;
Relaxation of the general solicitation and general advertising
prohibition for Rule 506 offerings;
Adoption of a new exemption for public offerings of securities in
amounts not exceeding $50 million; and
Exemption from registration by a non-reporting company offers
and sales of securities of up to $1,000,000 that comply with rules
to be adopted by the SEC pursuant to Section 4(6) of the
Securities Act and such sales are exempt from state law
registration, documentation or offering requirements.
In general, under the JOBS Act a company is an emerging growth
company if its initial public offering ("IPO") of common equity securities
was effected after December 8, 2011 and the company had less than $1
billion of total annual gross revenues during its last completed fiscal
year. A company will not longer qualify as an emerging growth company after
the earliest of
(i) the completion of the fiscal year in which the company has total
annual gross revenues of $1 billion or more,
(ii) the completion of the fiscal year of the fifth anniversary of
the company's IPO;
(iii) the company's issuance of more than $1 billion in
nonconvertible debt in the prior three-year period, or
(iv) the company becoming a "larger accelerated filer" as defined
under the Securities Exchange Act of 1934.
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The Company meets the definition of an emerging growth company
and 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 Walnut Forest is subject to numerous risk factors.
The following risks are all material risks regarding the business of
Walnut Forest:
The Company has no operations to date and is not expected to
begin any operations until a change in control, if then.
Walnut Forest 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.
Walnut Forest has not generated revenues and has no income
or cash flows from operations since inception. Walnut Forest 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 Walnut Forest until
a business combination is effected, without repayment. There
is no assurance that Walnut Forest 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.
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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 Walnut Forest are James Cassidy
and James McKillop. Because management consists of only these
two persons, Walnut Forest does not benefit from multiple judgments
that a greater number of directors or officers would provide.
Walnut Forest 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 Walnut Forest. Neither Mr. Cassidy nor Mr.
McKillop has entered into written employment agreements with
Walnut Forest and they are not expected to do so. Walnut Forest 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 Walnut Forest
and its likelihood of commencing operations.
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 Walnut
Forest 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.
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Indemnification of officers and directors may put Walnut Forest's assets
at risk.
The certificate of incorporation of Walnut Forest provides that
Walnut Forest may indemnify its officers and/or directors
for liabilities, which can include liabilities arising under
the securities laws. Assets of Walnut Forest could be used or
attached to satisfy any liabilities subject to such indemnification.
The voting control by the current shareholders who are also the
only officers and directors gives such shareholders the ability to
change the business plan of the Company.
Current shareholders of the Company are also its only
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 Walnut Forest are speculative.
The success of the proposed business plan of Walnut Forest will
depend to a great extent on the operations, financial condition and
management of the private company which combines with Walnut Forest.
While business combinations with entities having established
operating histories are preferred, there can be no assurance that
Walnut Forest 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 Walnut Forest had more funds available to it, would be desirable.
In the event Walnut Forest 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 Walnut Forest.
There is no assurance that Walnut Forest 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 Walnut Forest 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. Walnut
Forest 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 Walnut Forest will be able to participate in only one potential
business combination because Walnut Forest has nominal assets and
limited financial resources. This lack of diversification should be
considered a substantial risk to the shareholders of Walnut Forest
because it will not permit Walnut Forest 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 Walnut Forest 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
Walnut Forest 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 Walnut Forest, 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.
Walnut Forest 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 Walnut Forest. Nearly all such entities have
significantly greater financial resources, technical expertise
and managerial capabilities than Walnut Forest and, consequently,
Walnut Forest will be at a competitive disadvantage in identifying
possible business opportunities and successfully completing a
business combination. Moreover, Walnut Forest will also
compete with numerous other small public companies in seeking
merger or acquisition candidates.
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There is no agreement for a business combination and no minimum
requirements for business combination.
Tiber Creek is continually in discussion with various entities who
are considering the use of a reporting company as part of the process
of going public. In these discussions Tiber Creek will explain the
various options of becoming a reporting company including the use
of an existing public reporting company such as Walnut Forest.
As of the date of this registration statement, Walnut Forest has no
arrangement, agreement or understanding with respect to engaging in
a business combination with a specific entity. When, if at all,
Walnut Forest enters into a business combination it will file the
required reports with the Securities and Exchange Commission.
There can be no assurance that Walnut Forest 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. Walnut
Forest 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 Walnut Forest would not consider a business combination with such
business entity. Accordingly, Walnut Forest 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 Walnut Forest will be able to negotiate a
business combination on terms favorable to Walnut Forest.
Reporting requirements may delay or preclude acquisition.
Pursuant to the requirements of Section 13 of the Exchange Act, Walnut
Forest 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 Walnut Forest.
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 Walnut Forest at the time of entering
into an agreement for a business combination. In cases where audited
financial statements are unavailable, Walnut Forest 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 Walnut
Forest.
Possible Regulation under Investment Company Act which, if imposed, would
substantially increase reporting and compliance costs and regulations.
In the event Walnut Forest engages in business combinations which result
in Walnut Forest holding passive investment interests in a number of
entities, Walnut Forest 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,
Walnut Forest would be required to register as an investment company and
could be expected to incur significant registration and compliance
costs. Walnut Forest has obtained no formal determination from the
Securities and Exchange Commission as to the status of Walnut Forest
under the Investment Company Act of 1940. Any violation of such Act
could subject Walnut Forest to material adverse consequences.
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Walnut Forest 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 Walnut Forest will, in all likelihood, result in shareholders of
a private company obtaining a controlling interest in Walnut Forest.
As a condition of the business combination agreement, the shareholders
of Walnut Forest may agree to sell, transfer or retire all or a portion
of their stock of Walnut Forest to provide the target company with all
or majority control. The resulting change in control of Walnut Forest
will likely result in removal of the present officers and directors of
Walnut Forest and a corresponding reduction in or elimination of their
participation in the future affairs of Walnut Forest.
Walnut Forest 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 Walnut Forest 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 Walnut Forest 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. Walnut Forest intends to structure any
business combination so as to minimize the federal and state tax
consequences to both Walnut Forest 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 Walnut Forest 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 Walnut Forest enters into a business combination with a foreign
concern it will be subject to risks inherent in business operations
outside of the United States. These risks include, for example,
currency fluctuations, regulatory problems, punitive tariffs, unstable
local tax policies, trade embargoes, risks related to shipment of raw
materials and finished goods across national borders and cultural and
language differences. Foreign economies may differ favorably or
unfavorably from the United States economy in growth of gross national
product, rate of inflation, market development, rate of savings,
capital investment, resource self-sufficiency, balance of payments
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positions, and in other respects. Any business combination with
a foreign company may result in control of Walnut Forest 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 Walnut Forest.
ITEM 2. FINANCIAL INFORMATION
PLAN OF OPERATION.
Walnut Forest has had no operating history nor any revenues or earnings
from operations. Walnut Forest has no significant assets or financial
resources. The Company has not generated revenues and has no income or
cash flows from operations since inception. Walnut Forest 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 Walnut Forest until a change in control is effected
without repayment.
There is no assurance that Walnut Forest will ever be profitable.
Walnut Forest has no operations nor does it currently engage in
any business activities generating revenues. Walnut Forest'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.
Walnut Forest 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 fees 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 Walnut Forest. Management has agreed to fund the expenses of Walnut
Forest 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 Walnut Forest 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 Walnut Forest.
Tiber Creek is often in various stages of discussion with
potential private companies which may wish to utilize an existing
public company to effect a business combination. At the time that
a decision is made to combine a private company with Walnut Forest,
Walnut Forest will make an appropriate filing reporting that event.
Walnut Forest will not make any independent search for a possible private
company nor will it retain or use any entity to identify or analyze the merits
of a private company. Walnut Forest 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 Walnut Forest
Walnut Forest has no full time employees. James Cassidy and James
McKillop are the officers and directors of Walnut Forest and its
shareholders. Mr. Cassidy, as president of Walnut Forest, and Mr.
McKillop as vice president, will allocate a limited portion of time to
the activities of Walnut Forest without compensation. Potential conflicts
may arise with respect to the limited time commitment by management and
the potential demands of the activities of Walnut Forest.
The amount of time spent by Mr. Cassidy or Mr. McKillop on the
activities of Walnut Forest 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 Walnut Forest 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.
Walnut Forest will not be restricted to any specific business,
industry, or geographical location and Walnut Forest may participate
in a business venture of virtually any kind or nature. Walnut
Forest does not conduct a search for a target company itself. Its
availability for use is restricted to only clients of Tiber Creek which
wish to use a reporting company incident to the process of registering
securities and becoming a reporting company. The president of Tiber
Creek is the president of Walnut Forest.
Management anticipates that it will be able to participate in only
one potential business venture because Walnut Forest has nominal assets
and limited financial resources. This lack of diversification should
be considered a substantial risk to the shareholders of Walnut Forest
because it will not permit Walnut Forest to offset potential losses
from one venture against gains from another.
The private company with which Walnut Forest 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 Walnut Forest
will likely retain an equity interest in Walnut Forest, which would be
a non-controlling equity interest. The current officers and directors
of Walnut Forest 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.
Walnut Forest 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, Walnut Forest will automatically become subject to the reporting
requirements of the Securities Exchange Act of 1934. Included in these
requirements is the duty of Walnut Forest 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 Walnut Forest before the it has completed
its audit. Among other things, this will allow the private company
to announce the pending combination through filings with the
Securities and Exchange Commission which will then be available to the
financial community, potential investors, and others. In such case,
Walnut Forest 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 Walnut Forest 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 Walnut Forest 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 Walnut Forest, 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. Walnut Forest 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 Walnut
Forest'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,
Walnut Forest may become a party to a merger, consolidation, reorganization,
joint venture, licensing agreement or other arrangement with another
corporation or entity. As part of a change in control, it is likely
that the officers and directors of Walnut Forest will, as part of the terms
of the change in control, resign and be replaced by one or more new officers
and directors. The new officers and directors will effect the business
combination and although such officers or directors may be affiliated
with or familiar with a potential target company, no payment of
compensation to an officer or director would be a condition to effecting
such business combination.
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. Walnut Forest 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 Walnut Forest has entered into
an agreement for a business combination or has consummated a business
combination and Walnut Forest 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 Walnut Forest
may depress the market value of the securities of Walnut Forest 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 Walnut Forest 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 Walnut Forest will provide their
services without charge or any future repayment by Walnut Forest 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 Walnut Forest.
Competition
Walnut Forest 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 Walnut Forest. In view of Walnut Forest's combined
extremely limited financial resources and limited management availability,
Walnut Forest will continue to be at a significant competitive disadvantage
compared to Walnut Forest's competitors.
ITEM 3. PROPERTIES.
Walnut Forest has no properties and at this time has no agreements to
acquire any properties. Walnut Forest currently uses the offices of
management in Beverly Hills, California, at no cost to Walnut Forest.
Management will continue this arrangement until Walnut Forest completes
a business combination.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT.
The following table sets forth each person known by Walnut Forest
to be the beneficial owner of five percent or more of the common stock
of Walnut Forest, all directors individually and all directors and officers
of Walnut Forest 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
Walnut Forest.
(2) James McKillop is the vice president and a director of
Walnut Forest.
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ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS
Walnut Forest has two directors and officers as follows:
Name Age Positions and Offices Held
James Cassidy 82 President, Secretary, Director
James McKillop 58 Vice President, Director
Set forth below are the name of the directors and officers of
Walnut Forest, 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 Walnut Forest. 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. Walnut Forest believes
Mr. Cassidy to have the business experience necessary to serve as a
director of Walnut Forest 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
Walnut Forest. 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 Walnut Forest and
James McKillop, vice president and a director of Walnut Forest,
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 listed below have, for whatever reason, chosen not to proceed
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.
Management is aware that certain current and prior blank
check companies of which Messrs. Cassidy and McKillop were the former
officers and directors have received subpoenas for documents in regard
to an inquiry by the Securities and Exchange Commission
requesting documentation regarding the transactions and filings for
the past five years and former share ownership of certain blank
check companies. These companies include Fuda Group (USA) Corp.,
ECI Canada, Inc., Heyu Development & Management Corp., Broadstreet
Power, Inc., T.A.G. Acquisitions, Ltd., Sea Valley Acquisition
Corporation and Sky Wolf Wind Turbine Corporation. Other companies
may have received subpoenas of which management is not aware.
Management of the Company has also received subpoenas from the
Securities and Exchange Commission in regard to certain of the transactions
and filings for the past five years of certain of its blank check companies.
Management has no independent knowledge or information as to the intent or
purpose of such subpoenas but believes the SEC is investigating whether the
change in control transaction is considered a sale of a security and if so
whether a broker needs to be used to effect the transaction.
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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.
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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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 and Tiber Creek received
$100,000 for the aggregate of its services. Messrs. Cassidy and
McKillop each resigned from all offices and as directors. The company
changed its name to IIM Global Corporation and subsequently to ID
Global Solutions Corp. In review of the public records available on
the SEC web site, the company is an trading and operating company.
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. The company determined not to continue and
Tiber Creek received $30,000 for its services to that date. Messrs.
Cassidy and McKillop each resigned from all offices and as directors.
The name of the corporation was changed to JMJP Partners, Inc. The
company filed a Form 15-12G to terminate the registration of its
securities in March 2014.
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. The company determined not to continue and Tiber Creek received
$30,000 for its services to that date. Messrs. Cassidy and McKillop each
resigned from all offices and as directors. The name of the corporation
was changed to Essential Telecommunications, Inc. In review of the public
records available on the SEC web site, the company has not made public
filings since 2013. Form 10 registration revoked in 2016.
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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. The company determined not to continue and Tiber Creek received
$30,000 for its services to that date. Messrs. Cassidy and McKillop each
resigned from all offices and as directors. In review of the public
records available on the SEC web site, registration of its securities
was revoked in February, 2016.
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 and Tiber Creek received $89,500 for the aggregate of its services.
Messrs. Cassidy and McKillop each resigned from all offices
and as directors. The name of the corporation was changed to
Live Brands, Inc. The company filed a Form D for a private offering
of its securities. In review of the public records available on the
SEC web site, the company has not made public filings since 2014.
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 and Tiber Creek received $85,000 for the aggregate of its
services. Messrs. Cassidy and McKillop each resigned from all offices
and as directors. The name of the corporation was changed to
Sunstock, Inc. The company filed a Form D for a private offering
of its securities. Sunstock filed a registration statement on
Form S-1 which was declared effective in July, 2015. The company
is an operating company and trades on the Pink Sheets OTC Markets (SSOK).
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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 and Tiber Creek received $70,000 for the aggregate of its
services. Messrs. Cassidy and McKillop each resigned from all offices
and as directors. The name of the corporation was changed to
UPOD, Inc. In review of the public records available on the SEC
web site, the company has not made public filings since 2015,
and registration of its securities was revoked in July 2017. .
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. The company determined not to continue and Tiber Creek received
$35,000 for the aggregate of its services to that date. Messrs. Cassidy
and McKillop each resigned from all offices and as directors. The name
of the corporation was changed to 1701 Productions, Inc. In review of
the public records available on the SEC web site, the company has not
made public filings since 2013.
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 and Tiber Creek received $75,000 for the aggregate of its services.
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. In review of the public records available on the SEC web site, the
company has not made public filings since 2013. Form 10 registration
revoked in 2016.
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 and Tiber Creek received $55,000 for the aggregate of its services.
Messrs. Cassidy and McKillop each resigned from all offices and as
directors. The name of the corporation was changed to Percipience Global
Corporation. The company determined not to continue and the company filed
a Form 15-12G to terminate the registration of its securities in October
2015.
20
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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 and Tiber Creek received $100,000 for the aggregate of its services.
Messrs. Cassidy and McKillop each resigned from all offices and as
directors. The name of the corporation was changed to Woodgate Energy
Corporation. In review of the public records available on the SEC web
site, the company company is an operating company. Form 15-12G filed
to deregister securities in April 2016.
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 beneficially
retained 50,000 shares of common stock and Tiber Creek received $75,000
for the aggregate of its services. Messrs. Cassidy and McKillop each
resigned from all offices and as directors. The name of the corporation
was changed to Corvus Technologies Corp. Form 15-12G filed to deregister
securities in April 2016.
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 and Tiber Creek received $85,000 for the aggregate of its services.
Messrs. Cassidy and McKillop each resigned from all offices and as
directors. The name of the corporation was changed to Delverton Resorts
International Inc. In review of the public records available on the SEC
web site, the company has not filed public reports since 2014,
and the registration of its securities on Form 10 was revoked in
May 2017.
21
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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 and Tiber Creek received $90,000 for the aggregate of its services.
the company filed a Form D in regard to a private placement of its
securities. Messrs. Cassidy and McKillop each resigned from all offices
and as directors. The name of the corporation was subsequently changed to
Wholelife Companies, Inc. The company filed a Form 15-12G to terminate
the registration of its securities in June, 2015.
Mountainwalk Acquisition Corporation: Form 10 filed on
June 21, 2013, file number 000-54981. 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 beneficially
retirned 250,000 shares of common stock and Tiber Creek received $85,000
for the aggregate of its services Messrs. Cassidy and McKillop each
resigned from all offices and as directors. In review of the public
records available on the SEC web site, the company has not filed public
reports since 2014.
22
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Oceanwalk Acquisition Corporation: Form 10 filed on June 21,
2013, file number 000-54982. 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 and Tiber Creek received $60,000 for the aggregate of its services.
Messrs. Cassidy and McKillop each resigned from all offices and as
directors. The name of the corporation was changed to Nexus Data
Technologies Corporation. In review of the public records available on
the SEC web site, the company has not filed public reports since 2014.
The company anticipates future transactions.
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.
In review of the public records available on the SEC web site, the
company has not filed public reports since 2013 and the registration
of its securities on Form 10 was revoked in February 2017.
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 and
Tiber Creek received $60,000 for the aggregate of its services. Messrs.
Cassidy and McKillop each resigned from all offices and as directors.
The name of the corporation was changed to Nexus Data Security
Corporation. In review of the public records available on the SEC web
site, the company has not filed public reports since 2014 and the
registration of its securities on Form 10 was revoked in December 2016.
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 and
Tiber Creek received $60,000 for the aggregate of its services. Messrs.
Cassidy and McKillop each resigned from all offices and as directors.
The name of the corporation was changed to Nexus Resources Corporation.
In review of the public records available on the SEC web site, the
company has not filed public reports since 2014.
23
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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.
Tiber Creek received $100,000 for the aggregate of its services. The
name of the corporation was changed to Heyu Leisure Holidays
Corporation. The company filed a Form D for the private sale of
its securities. The company filed a registration statement on Form
S-1 under current review. The company filed a registration statement
on Form S-1 which was declared effective on December 21, 2016.
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 McKill each retained
250,000 shares of stock and Tiber Creek received $62,500 for the
aggregate of its services. Messrs. Cassidy and McKillop each
resigned from all offices and as directors. In review of the public
records available on the SEC web site, the company has not filed public
reports since 2014.
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 retained 250,000 of stock and Tiber Creek received $50,000. Messrs.
Cassidy and McKillop each resigned from all offices and as directors.
The company changed its name to Alife, Inc. The company has not filed
public reports since 2015 and filed a Form 15-12G to deregister its
securities on June 6, 2017.
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 retained
150,000 shares of stock and Tiber Creek received $75,000 for the aggregate
of its services. Messrs. Cassidy and McKillop each resigned
from all offices and as directors. The name of the corporation was
changed to Blow & Drive Interlock Corporation. The company filed a Form
D in regard to its private offering of securities. The Company filed
a registration statement on Form S-1 declared effective December 2014.
The company is an operating company and trades on the OTC Markets (BDIC).
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 retained
250,000 shares of stock and Tiber Creek received $85,000 for the aggregate
of its services. Messrs. Cassidy and McKillop each resigned
from all offices and as directors. The name of the corporation was
changed to RS Soda Holdings Inc. In review of the public records
available on the SEC web site, the company has not filed public
reports since 2014.
24
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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 retained
250,000 shares of stock. The company determined not to continue and Tiber
Creek received $10,000 for the aggregate of its services. Messrs. Cassidy
and McKillop each resigned from all offices and as directors. The name
of the corporation was changed to Southern Labs Inc. In review of the
public records available on the SEC web site, the company has not filed
public reports since 2014.
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 retained
250,000 shares of stock. The company determined not to continue and Tiber
Creek received $31,500 for the aggregate of its services. Messrs. Cassidy
and McKillop each resigned from all offices and as directors. The name of
the corporation was changed to Gold Mountain, Inc. In review of the
public records available on the SEC web site, the company has not filed
public reports since 2014.
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 retained
50,000 shares of stock. The company filed a registration statement on
Form S-1 in September 2015. Tiber Creek received $84,000 for the
aggregate of its services. Messrs. Cassidy and McKillop each resigned
from all offices and as directors. The name of the corporation was
changed to Natural Resources Corporation. In review of the public
records available on the SEC web site, registration of its securities
was revoked in March, 2016.
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 retained
250,000 shares of stock. The company determined not to continue and Tiber
Creek received $20,000 for the aggregate of its services. Messrs. Cassidy
and McKillop each resigned from all offices and as directors. The name of
the corporation was changed to Lightstone Technologies Inc. In review
of the public records available on the SEC web site, the company has
not filed public reports since 2014.
25
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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 retained 250,000 shares
of stock. The company determined not to continue and Tiber Creek
received $40,000 for the aggregate of its services. Messrs. Cassidy
and McKillop each resigned from all offices and as directors. The name
of the corporation was changed to SGREP Inc. In review of the public
records available on the SEC web site, the company has not filed public
reports since 2014.
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 retained
250,000 shares of common stock. Messrs. Cassidy and McKillop each resigned
from all offices and as directors. The name of the corporation was
changed Smarter App World International Corporation. The company has not
filed public reports since 2014 and filed a Form 15-12G to register its
securities on December 14, 2015.
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 retained
250,000 shares of stock and Tiber Creek received $65,000 for the aggregate
of its services. Messrs. Cassidy and McKillop each resigned
from all offices and as directors. The name of the corporation was
changed to Chess Supersite Corporation. The Company filed a registration
statement on Form S-1 declared effective July 2015. The company is an
operating company and trades on the Pink Sheets OTC Markets (CHZP).
26
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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
retained 250,000 shares of stock and Tiber Creek received $26,000 for
the aggregate of its services. 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. In review of the
public records available on the SEC web site, the company has not
filed public reports since 2015.
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 retained 250,000 shares of
stock and Tiber Creek received $75,000 for the aggregate of its services.
Messrs. Cassidy and McKillop each resigned from all offices and as
directors. The corporation changed its name to Hoverink International
Holdings Inc. In review of the public records available on the SEC web
site, the company is an operating company. Tiber Creek determined not to
go forward with client and entered into a settlement with client. Form RW
filed to withdraw its registration statement on Form S-1 in May 2016.
The company filed a Form 10-12G/A in February 2017 but has not filed
public reports since 2015.
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 retained
250,000 shares of stock and Tiber Creek received $85,000 for the aggregate
of its services. Messrs. Cassidy and McKillop each resigned from all
offices and as directors. The name of the corporation was changed to
Aquarius Cannibus, Inc. In review of the public records available on the
SEC web site, the company has not filed public reports since 2014. The
client determined not to proceed and the client has filed a complaint
against Cassidy & Associates with the D.C. Bar Cassidy & Associates
believes the complaint is without merit and has hired local counsel.
27
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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 retained
250,000 shares of stock and Tiber Creek received $100,000 for the
aggregate of its services. 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 and subsequently
to ECO Integrated Technologies, Inc. The company filed a Form D in
regard to the private offering of its securities. In review of the
public records available on the SEC web site, the company has not filed
public reports since 2016.
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. Tiber Creek received $75,000 for the
aggregate of its services. Messrs. Cassidy and McKillop each resigned
from all offices and as directors. In review of the public records
available on the SEC web site, the company has not filed public reports
since 2014.
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
its name to GFE Sustainable Energy, Inc.and then to Green Field Energy,
Inc. in anticipation of a change in control but the documents to effect
such change in control have not yet been finalized. The company has not
filed public reports since 2015.
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 retained 250,000
shares of stock and Tiber Creek received $80,000 for the aggregate
of its services. Messrs. Cassidy and McKillop each resigned
from all offices and as directors. The name of the corporation was
changed to Amchi Gendynamy Science Corporation. In review of the public
records available on the SEC web site, the company filed a Form RW in
November 2016 to withdraw its registration statement on Form S-1 and
filed a Form 15-12G in November 2016 to deregister its securities.
28
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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. Tiber Creek received $75,000 for the
aggregate of its services. 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. In review of
the public records available on the SEC web site, the company has not
filed public reports since 2015 and filed a Form 15-12G
to deregister its securities in May 2017.
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 retained 250,000
shares of stock and Tiber Creek was to receive $80,000 for the aggregate
of its services. Messrs. Cassidy and McKillop each resigned from all
offices and as directors. The company chose not to continue and
Tiber Creek received $20,000 for the aggregate of its services
to that date. The name of the corporation was changed to T.A.G.
Acquisitions Ltd. In review of the public records available on the
SEC web site, the company has not filed public reports since 2016.
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
retained 250,000 shares of stock and Tiber Creek received $40,000 for
the aggregate of its services. Messrs. Cassidy and McKillop each
resigned from all offices and as directors. In review of the public
records available on the SEC web site, the company has not filed public
reports since 2016. In December 2016 the company changed
its name to Broadstreet Power, Inc.
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
retained 250,000 shares of stock and Tiber Creek received $85,000 for
the aggregate of its services. Messrs. Cassidy and McKillop each
resigned from all offices and as directors. The name of the
corporation was changed to Greys Corporation. The company filed
a Form D in regard to a private offering of its securities and
it registration statement on Form S-1 in October, 2015. The company
has not filed public reports since 2016 and filed a Form 15-12G in
May 2017 to deregister its securities.
29
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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 retained
200,000 shares of stock and Tiber Creek received $90,000 for the
aggregate of its services. Messrs. Cassidy and McKillop each resigned
from all offices and as directors. In review of the public records
available on the SEC web site, the company has not filed public reports
since 2014.
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. Messrs. Cassidy and McKillop each
retained 100,000 shares of stock and Tiber Creek received $50,000 for
the aggregate of its services. The name of the corporation was
changed to Crane Global Energy Company. In review of the public
records available on the SEC web site, the company has not filed
public reports since 2015. In review of the public records available
on the SEC web site, the company has not filed public reports since
2015.
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. Messrs. Cassidy and McKillop each
retained 125,000 shares of stock and Tiber Creek received $75,000 for
the aggregate of its services. The name of the corporation was
changed to SkyWolf Wind Turbine Corporation. The company filed a
Form 15-12G in October 2016 to deregister its securities.
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. Messrs. Cassidy and McKillop each
retained 250,000 shares of stock. The company chose not to continue and
Tiber Creek received $50,000 for the aggregate of its services to that
date. The name of the corporation was changed to Aquilarts, Inc.
In review of the public records available on the SEC web site, the
company has not filed public reports since 2015.
30
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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. Messrs. Cassidy and McKillop each
retained 250,000 shares of stock and Tiber Creek has received $40,000
to date for the aggregate. The name of the corporation was changed
to ECI Canada, Inc. The company filed a Form 15-12G in
September 2016 to deregister its securities.
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. Messrs. Cassidy and McKillop each
retained 250,000 shares of stock and Tiber Creek has received $70,000
to date for the aggregate . The name of the corporation was changed
to Montbriar, Inc. In review of the public records available on the
SEC web site, the company has not filed public reports since 2016.
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. Tiber Creek received $100,000
for the aggregate of its services. The name of the corporation was
changed to USA Capital Management, Inc. In review of the public records
available on the SEC web site, the company is an operating company.
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 retained 250,000
shares of stock. The company chose not to continue Tiber Creek has
received $40,000 for the aggregate of its services to date. Messrs.
Cassidy and McKillop each resigned from all offices and as directors.
In review of the public records available on the SEC web site, the
company has not filed public reports since 2015.
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. Messrs. Cassidy and McKillop
each retained 250,000 shares of stock and Tiber Creek received $100,000
for the aggregate of its services. The company filed a Form8-K in
October 2015 noticing a major acquisition transaction and in December
2015 filed a registration statement on Form S-1 which was
declared effective December 2, 2016. The name of the corporation
was changed to Fuda Group (USA) Corporation.
31
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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. Messrs. Cassidy and McKillop
each retained 250,000 shares of stock and Tiber Creek received $75,000
for the aggregate of its services. The name of the corporation was
changed to CannaMED Enterprises, Inc. In review of the public records
available on the SEC web site, the company is an operating company.
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. Messrs. Cassidy and McKillop
each retained 250,000 shares of stock and Tiber Creek received $85,000
for the aggregate of its services. The name of the corporation was
changed to NextGlass Technologies Corporation. The company filed a
registration statement on Form S-1 in December 2015. In review of the
public records available on the SEC web site, the company has not
filed public reports since 2016.
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. Messrs. Cassidy and McKillop
each retained 250,000 shares of stock and Tiber Creek has received
$65,000 to date for the aggregate of its services. The name of the
corporation was changed to EverythingAmped, Inc. In review of the
public records available on the SEC web site, the company is an
operating company.
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. Messrs. Cassidy and McKillop
each retained 250,000 shares of stock and Tiber Creek has received
$85,000 for the aggregate of its services. The name of the
corporation was changed to OGL Holdings Inc. The Company filed a
registration statement which was declared effective. The company is
an operating company and an active client. The Company has obtained
a trading symbol (OGLH). In review of the public records available on
the SEC web site, the company has not filed public reports since 2016.
32
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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. Messrs. Cassidy and McKillop
each retained 250,000 shares of stock and Tiber Creek has received
$85,000 for the aggregate of its services. The name of the corporation
was changed to South West Coast Acquisition Corporation. In review of
the public records available on the SEC web site, the company has not
filed public reports since 2015.
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. Messrs. Cassidy and McKillop
each retained 250,000 shares of stock and Tiber Creek has received
$85,000 for the aggregate of its services. The name of the corporation
was changed to Randolph Acquisitions, Inc. The company filed a
registration statement on Form S-1 which was declared effective
on July 10, 2017.
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. Messrs. Cassidy and
McKillop each retained 250,000 shares of stock and Tiber Creek has
received $27,500 to date for the aggregate of its services. The name
of the corporation was changed to Axis Research & Technologies Inc.
The Company filed a Form 15-12G in April 2017 to deregister its
securities.
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. Messrs. Cassidy and McKillop each
retained 250,000 shares of stock and Tiber Creek has received
$100,000 for the aggregate of its services. The name of the corporation
was changed to PowerComm Holdings Inc. The company filed a registration
statement on Form S-1 in June 2017.
33
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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. Messrs.
Cassidy and McKillop each retained 250,000 shares of stock and Tiber
Creek has received $45,000 to date for the aggregate of its services.
The name of the corporation was changed to A2M Regenerative
Technologies, Inc. In review of the public records available on
the SEC web site, the company has not filed public reports since
2016.
Western Ridge Acquisition Corporation: Form 10 filed on July
28, 2015 file number 000-55478. 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, 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. Messrs.
Cassidy and McKillop each retained 250,000 shares of stock and
Tiber creek received $75,000. The name of the corporation was
changed to Sella Care, Inc. and the company is an operating
company.
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. Messrs.
Cassidy and McKillop each retained 250,000 shares of stock and Tiber
Creek has received $30,000 to date for the aggregate of its services.
The name of the corporation was changed to Khang Gia Holding, Inc.
In review of the public records available on the SEC web site,
the company has not filed public reports since 2016.
Riding Ridge Acquisition Corporation: Form 10 filed on
July 28, 2015 file number 000-55486. 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 22, 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. Messrs.
Cassidy and McKillop each retained 250,000 shares of stock and
Tiber Creek received $90,000. The name of the corporation was
changed to Soft iCastle, Inc. In review of the public records
available on the SEC web site, the company has not filed public
reports since 2016.
34
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Kayak Ridge Acquisition Corporation: Form 10 filed on
July 28, 2015 file number 000-55487. 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 16, 2016 with the redemption of an aggregate of 19,400,000
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. Messrs.
Cassidy and McKillop each retained 300,000 shares of stock and Tiber
Creek received $20,000. The name of the corporation was changed to
Soul Delicious 3 Corp. In review of the public records available
on the SEC web site, the company has not filed public reports
since 2016.
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. Messrs.
Cassidy and McKillop each retained 250,000 shares of stock and Tiber
Creek has received $25,000 to date for the aggregate of its services.
The name of the corporation was changed to Atlantis Gaming Corporation.
The company filed a Form 15-12G in May 2017 to deregister its securities
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. Messrs.
Cassidy and McKillop each retained 250,000 shares of stock and Tiber
Creek has received $85,000 to date for the aggregate of its services.
The name of the corporation was changed to Universal Holdings and
Consulting, Inc. In review of the public records available on the
SEC web site, the company has not filed public reports since 2016.
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. Messrs.
Cassidy and McKillop each retained 250,000 shares of stock and Tiber
Creek has received $50,000 to date for the aggregate of its services.
The name of the corporation was changed to Digital Donations
Technologies, Inc. The company filed a registration statement on
Form S-1 which was declared effective in July 2017.
35
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Burney Hill Acquisition Corporation: Form 10 filed on
January 7, 2016 file number 000-55559. 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 13, 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.
Messrs. Cassidy and McKillop each retained 250,000 shares of stock
and Tiber Creek has received $34,000. The name of the corporation
was changed to Global Marine Minerals, Inc. In review of the public
records available on the SEC web site, the company has not filed
public reports since 2016.
Cabot Hill Acquisition Corporation: Form 10 filed on
January 7, 2016 file number 000-55560. 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 22, 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. Messrs.
Cassidy and McKillop each retained 250,000 shares of stock and
Tiber Creek has received $30,000. The name of the corporation
was changed to Midas Read Estate Ventures Inc. In review of the
public records available on the SEC web site, the company has not
filed public reports since 2016.
Event Hill Acquisition Corporation: Form 10 filed on
January 7, 2016 file number 000-55562. 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 26, 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. Messrs.
Cassidy and McKillop each retained 250,000 shares of stock and
Tiber Creek has received $55,000. The name of the corporation was
changed to Lepora Holdings, Inc.
Franklin Hill Acquisition Corporation: Form 10 filed on
January 7, 2016 file number 000-55561. 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 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. Messrs.
Cassidy and McKillop each retained 250,000 shares of stock and
Tiber Creek has received $100,000. The company filed a registration
statement on Form S-1 which was declared effective in July 2017.
36
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Grant Hill Acquisition Corporation: Form 10 filed on
January 7, 2016 file number 000-55564. 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 19, 2016 with the redemption of an aggregate of 19,400,000
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. Messrs.
Cassidy and McKillop each retained 300,000 shares of stock and Tiber
Creek received $85,000. The name of the corporation was changed to
KT High-Tech Marketing Inc. A registration statement on Form S-1
was filed and declared effective in October 2016.
Jackson Hill Acquisition Corporation: Form 10 filed on
January 7, 2016 file number 000-55563. 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 29, 2016 with the redemption of an aggregate of 15,000,000
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. Messrs.
Cassidy and McKillop each retained 2,500,000 shares of stock and
Tiber Creek received $90,000. The name of the corporation was changed
to Unity Global Holdings Inc.
Lincoln Hill Acquisition Corporation: Form 10 filed on
January 7, 2016 file number 000-55565. 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 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. Messrs.
Cassidy and McKillop each retained 250,000 shares of stock and Tiber
Creek has received $85,000. The name of the corporation was changed
to BookCoins Inc. and later changed to BCI Group, Inc. and subsequently
changed to ASN Satellites Inc.
Perry Hill Acquisition Corporation: Form 10 filed on
January 7, 2016 file number 000-55566. 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.
Scott Hill Acquisition Corporation: Form 10 filed on
January 7, 2016 file number 000-55567. 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.
37
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Sherman Hill Acquisition Corporation: Form 10 filed on
January 7, 2016 file number 000-55568. 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 5, 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. Messrs.
Cassidy and McKillop each retained 250,000 shares of stock and Tiber
Creek received $80,000. The name of the corporation was changed to
Geo Reserve Corporation. In review of the public records available
on the SEC web site, the company has not filed public reports
since 2016.
Coral Island Acquisition Corporation: Form 10 filed on
May 2, 2016 file number 000-55628. 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 27, 2016 with the redemption of an aggregate of 19,500,000
shares of the then outstanding 20,000,000 shares of common stock,
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. Messrs. Cassidy and McKillop each
retained 250,000 shares of stock and Tiber Creek received $75,000.
The name of the corporation was changed to Premier Hopkins
International Corporation. The company filed a Form 15-12G on
November 29, 2016 to deregister its securities.
Collins Island Acquisition Corporation: Form 10 filed on
May 2, 2016 file number 000-55630. 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 27, 2016 with the redemption of an aggregate of 19,500,000
shares of the then outstanding 20,000,000 shares of common stock,
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. Messrs. Cassidy and McKillop each
retained 250,000 shares of stock and Tiber Creek has received $85,000.
The name of the corporation was changed to Doers Education Asean
Limited. The company filed a registration statement on Form S-1
which was declared effective on March 6, 2017. The company filed
a Form D in April 2017.
Agate Island Acquisition Corporation: Form 10 filed on
May 2, 2016 file number 000-55631. 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 4, 2017 with the redemption of an aggregate of 19,500,000
shares of the then outstanding 20,000,000 shares of common stock,
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. Messrs. Cassidy and McKillop each
retained 250,000 shares of stock and Tiber Creek received $85,000.
The name of the corporation was changed to China Biotech Company
Corporation.
38
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Jade Island Acquisition Corporation: Form 10 filed on
May 2, 2016 file number 000-55632. 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 31, 2017 with the redemption of an aggregate of 19,500,000
shares of the then outstanding 20,000,000 shares of common stock,
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. Messrs. Cassidy and McKillop each
retained 250,000 shares of stock and Tiber Creek has received
$80,000. The name of the corporation was changed to Extreme Energy
Solutions Inc.
Opal Island Acquisition Corporation: Form 10 filed on
May 2, 2016 file number 000-55633. 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.
Topaz Island Acquisition Corporation: Form 10 filed on
May 2, 2016 file number 000-55634. 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 22, 2016 with the redemption of an aggregate of 19,400,000
shares of the then outstanding 20,000,000 shares of common stock,
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. Messrs. Cassidy and McKillop each
retained 300,000 shares of stock and Tiber Creek has received $50,000.
The name of the corporation was changed to Diverse Development
Group Inc. The company filed a registration statement on Form S-1
which was declared effective in June 2017.
Diamond Island Acquisition Corporation: Form 10 filed on
May 2, 2016 file number 000-55637. 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. The company
filed a change of its name to Development Capital Australia
Corporation in anticipation of a change in control. When, and if, the
change of control is effected, the company will file a Form 8-K.
Garnet Island Acquisition Corporation: Form 10 filed on
May 2, 2016 file number 000-55636. 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 29, 2016 with the redemption of an aggregate of 19,500,000
shares of the then outstanding 20,000,000 shares of common stock,
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. Messrs. Cassidy and McKillop each retained
250,000 shares of stock and Tiber Creek has received $80,000. The
name of the corporation was changed to LeGall Holdings, Inc.
The company filed a registration statement on Form S-1 in February
2017.
39
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Ruby Island Acquisition Corporation: Form 10 filed on
May 2, 2016 file number 000-55635. 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 19, 2016 with the redemption of an aggregate of 19,500,000
shares of the then outstanding 20,000,000 shares of common stock,
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. Messrs. Cassidy and McKillop each retained
250,000 shares of stock and Tiber Creek has received $100,000.
The name of the corporation was changed to A La Carte Charts
Corporation. The company filed a registration statement on
Form S-1 which was declared effective in July 2017.
Crow Street Acquisition Corporation: Form 10 filed on
August 9, 2016 file number 000-55675. 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. The Company
is in discussion for a possible change in control of this company
and has changed its name to JiMari International, Inc. in anticipation
of such a change in control but no final documents have been executed.
When, and if, such a change of control is effected, the Company will file
a Form 8-K.
Dove Street Acquisition Corporation: Form 10 filed on
August 9, 2016 file number 000-55673. 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 13, 2017 with the redemption of an aggregate of 19,500,000
shares of the then outstanding 20,000,000 shares of common stock,
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. Messrs. Cassidy and McKillop each retained
250,000 shares of stock and Tiber Creek has received $100,000. The
name of the corporation was changed to Anvia Holdings Corporation.
40
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Finch Street Acquisition Corporation: Form 10 filed on
August 9, 2016 file number 000-55678. 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 14, 2017 with the redemption of an aggregate of 19,500,000
shares of the then outstanding 20,000,000 shares of common stock,
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. Messrs. Cassidy and McKillop each retained
250,000 shares of stock and Tiber Creek has received $75,000. The
name of the corporation was changed to Fah Mai Holdings, Inc.
Hawk Street Acquisition Corporation: Form 10 filed on
August 9, 2016 file number 000-55676. 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 3, 2017 with the redemption of an aggregate of 19,500,000
shares of the then outstanding 20,000,000 shares of common stock,
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. Messrs. Cassidy and McKillop each retained
250,000 shares of stock and Tiber Creek has received $80,000.
Heron Street Acquisition Corporation: Form 10 filed on
August 9, 2016 file number 000-55671. 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.
Lark Street Acquisition Corporation: Form 10 filed on
August 9, 2016 file number 000-55670. 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 14, 2017 with the redemption of all 20,000,000 shares of the
then outstanding 20,000,000 shares of common stock, 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.
Tiber Creek has received $95,000. The name of the corporation was
changed to American Standard Wallet, Inc. and subsequently changed
to Monetiva Inc.
Robin Street Acquisition Corporation: Form 10 filed on
August 9, 2016 file number 000-55674. 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 8, 2017 with the redemption of an aggregate of 19,500,000
shares of the then outstanding 20,000,000 shares of common stock,
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. Messrs. Cassidy and McKillop each retained
250,000 shares of stock and Tiber Creek has received $85,000. The
name of the corporation was changed to Ventura Sports and
Entertainment Inc.
41
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Sparrow Street Acquisition Corporation: Form 10 filed on
August 9, 2016 file number 000-55679. 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 21, 2017 with the redemption of an aggregate of 19,500,000
shares of the then outstanding 20,000,000 shares of common stock,
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. Messrs. Cassidy and McKillop each retained
250,000 shares of stock and Tiber Creek has received $80,000. The
name of the corporation was changed to Celebiddy, Inc.
Starling Street Acquisition Corporation: Form 10 filed on
August 9, 2016 file number 000-55672. 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 22, 2017 with the redemption of an aggregate of 19,500,000
shares of the then outstanding 20,000,000 shares of common stock,
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. Messrs. Cassidy and McKillop each
retained 250,000 shares of stock and Tiber Creek has received
$50,000. The company changed its name to Alife Corporation.
Wren Street Acquisition Corporation: Form 10 filed on
August 9, 2016 file number 000-55677. 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.
42
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Bush Sound Acquisition Corporation: Form 10 filed on
January 18, 2017, file number 000-55734. 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 17, 2017 with the redemption of an aggregate of all 20,000,000
shares of the then outstanding 20,000,000 shares of common stock,
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. Tiber Creek has received $75,000. The
name of the corporation was changed to Golden Rush Inc.
Echo Sound Acquisition Corporation: Form 10 filed on
January 18, 2017 file number 000-55735. 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 1, 2017 with the redemption of an aggregate of 19,750,000
shares of the then outstanding 20,000,000 shares of common stock,
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. Messrs. Cassidy and McKillop each retained
125,000 shares of stock and Tiber Creek has received $55,000. The
name of the corporation was changed to European CPG Acquisition
Corp. and subsequently changed to Veroni Brands Corp.
Forest Sound Acquisition Corporation: Form 10 filed on
January 18, 2017 file number 000-55736. 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.
Park Sound Acquisition Corporation: Form 10 filed on
January 18, 2017 file number 000-55737. 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.
Rain Sound Acquisition Corporation: Form 10 filed on
January 18, 2017 file number 000-55738. 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 22, 2017 with the redemption of an aggregate of 19,500,000
shares of the then outstanding 20,000,000 shares of common stock,
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. Messrs. Cassidy and McKillop each retained
250,000 shares of stock and Tiber Creek has received $40,000. The
name of the corporation was changed to Allyme Holdings Inc.
Rough Sound Acquisition Corporation: Form 10 filed on
January 18, 2017 file number 000-55739. 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.
43
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Still Sound Acquisition Corporation: Form 10 filed on
January 18, 2017 file number 000-55740. 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.
Thicket Sound Acquisition Corporation: Form 10 filed on
January 18, 2017 file number 000-55741. 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.
Calla Grove Acquisition Corporation: Form 10 filed on
May 17, 2017 file number 000-55808. 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.
Iris Grove Acquisition Corporation: Form 10 filed on
May 17, 2017 file number 000-55809. 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.
Lily Grove Acquisition Corporation: Form 10 filed on
May 17, 2017 file number 000-55810. 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.
Orchid Grove Acquisition Corporation: Form 10 filed on
May 17, 2017 file number 000-55812. 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.
Peony Grove Acquisition Corporation: Form 10 filed on
May 17, 2017 file number 000-55811. 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.
Rose Grove Acquisition Corporation: Form 10 filed on
May 17, 2017 file number 000-55813. 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.
Calla Grove Acquisition Corporation: Form 10 filed on
May 17, 2017 file number 000-55814. 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.
Tulip Grove Acquisition Corporation: Form 10 filed on
May 17, 2017 file number 000-55807. 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.
44
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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:
Aspen Forest Acquisition Corporation
Birch Forest Acquisition Corporation
Dense Forest Acquisition Corporation
Hickory Forest Acquisition Corporation
Hidden Forest Acquisition Corporation
Maple Forest Acquisition Corporation
Snowy Forest Acquisition Corporation
Willow Forest Acquisition Corporation
Mr. Cassidy and/or Mr. McKillop may become associated with
additional blank check companies prior to the time that Walnut Forest
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 Walnut Forest 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 Walnut Forest.
45
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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 Walnut Forest will be subject to regulation under the Securities
Act and the Exchange Act, management believes Walnut Forest will not be subject
to regulation under the Investment Company Act of 1940 insofar as Walnut Forest
will not be engaged in the business of investing or trading in securities.
In the event Walnut Forest engages in business combinations which
result in Walnut Forest holding passive investment interests in a number of
entities, Walnut Forest could be subject to regulation under the Investment
Company Act of 1940. In such event, Walnut Forest would be required to
register as an investment company and could be expected to incur
significant registration and compliance costs. Walnut Forest has obtained
no formal determination from the Securities and Exchange Commission
as to the status of Walnut Forest under the Investment Company Act of 1940.
Any violation of such Act would subject Walnut Forest to material adverse
consequences.
ITEM 6. EXECUTIVE COMPENSATION
The officers and directors of Walnut Forest do not receive any compensation
for services to Walnut Forest, have not received such compensation in the past,
and are not accruing any compensation. However, the officers and
directors of Walnut Forest are also the shareholders and anticipate
receiving possible benefits as shareholders if the value of the
shares of Walnut Forest increase after a business transaction is effected
as in such business transaction they will likely retain some of their
shares in Walnut Forest 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 Walnut Forest for
the benefit of employees.
46
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ITEM 7. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS AND DIRECTOR INDEPENDENCE.
As of December 31, 2017 Walnut Forest has issued a total of 20,000,000
shares of founder common stock pursuant to Section 4(2) of the Securities
Act for services performed for the Company with a valuation of an aggregate
of $2,000.
James Cassidy is president, director and sole shareholder of Tiber
Creek and Mr. Cassidy is a shareholder of Walnut Forest.
As the organizers and developers of Walnut Forest, James Cassidy and
James McKillop may be considered promoters of the Registrant.
Walnut Forest 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
Walnut Forest.
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 Walnut Forest'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 Walnut Forest nor is any common stock
currently being publicly offered by Walnut Forest. At the time of this
registration, no shares issued by Walnut Forest 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 Walnut Forest could offer their shares for sale pursuant
to such rule. However, all the shareholders of Walnut Forest 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 Walnut Forest 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. Walnut Forest has not paid any dividends to date,
and has no plans to do so in the immediate future. Walnut Forest 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 Walnut Forest's revenues and earnings, if any, capital
requirements and financial conditions. The payment of dividends would
be within the discretion of Walnut Forest's Board of Directors.
47
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ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES.
As of December 31, 2017, 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 1, 2017, the Company issued the following shares of its
common stock for services rendered to the Company:
Name Number of Shares Consideration
James Cassidy (1) 10,000,000 For services rendered
valued at $1,000
James McKillop (2) 10,000,000 For services rendered
valued at $1,000
(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 Walnut Forest 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 Walnut Forest; 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 Walnut Forest, 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 Walnut Forest. There are no conversion or redemption
rights or sinking fund provisions with respect to the common stock.
48
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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 Walnut Forest without further action by the shareholders and may adversely
affect the voting and other rights of the holders of common stock. At
present, Walnut Forest has no plans to issue any preferred stock nor adopt
any series, preferences or other classification of preferred stock.
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 Walnut Forest, 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.
Walnut Forest 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 Walnut Forest'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
Walnut Forest, including warrants, shares underlying warrants, and debt
securities.
49
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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, Walnut Forest does not meet the qualifications for listing on the
Nasdaq Capital Market, Walnut Forest may apply for quotation of its
securities on the OTC Bulletin Board.
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 Walnut Forest 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 Walnut Forest will be traded following a business
combination and qualification of its securities for trading.
50
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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, Walnut Forest will be required
to, and will, file reports under Section 13 of the Exchange Act. As a
result, sales of Walnut Forest'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 Walnut Forest
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. Walnut Forest 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. Walnut Forest's certificate of incorporation contains such
a provision.
51
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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.
Walnut Forest is a smaller reporting company in accordance with Regulation
S-X.
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.
Walnut Forest 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 Walnut
Forest for the period ended December 31, 2017. The following financial
statements are attached to this report and filed as a part thereof.
52
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FINANCIAL STATEMENTS FOR
Period from December 1, 2017 (Inception)
to December 31, 2017
______________________________________________________________________
FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm 1
Financial Statements 2-5
Notes to Financial Statements 6-9
______________________________________________________________________
KCCW Accountancy Corp. CERTIFIED PUBLIC ACCOUNTANTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Walnut Forest Acquisition Corporation
We have audited the accompanying balance sheet of Walnut Forest Acquisition
Corporation (the "Company") as of December 31, 2017, and the related statements
of operations, changes in stockholders' deficit and cash flows for the period
from December 1, 2017 (Inception) to December 31, 2017. 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 31, 2017 and the results of its operations and its cash flows
from December 1, 2017 (Inception) to December 31, 2017 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.
Alhambra, California
January 15, 2018
1
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WALNUT FOREST ACQUISITION CORPORATION
BALANCE SHEET
ASSETS
December 31, 2017
------------------
Current assets
Cash $ -
---------------
Total assets $ -
===============
LIABILITIES AND SHAREHOLDERS' 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 as of December 31, 2017 -
Common stock, $0.0001 par value, 100,000,000
shares authorized; 20,000,000 shares issued
and outstanding as of December 31, 2017 2,000
Additional paid-in capital 312
Accumulatd deficit (3,312)
---------------
Total stockholders' deficit (1,000)
---------------
Total liabilities and stockholders'
deficit $ -
================
The accompanying notes are an integral part of these financial statements.
2
______________________________________________________________________
WALNUT FOREST ACQUISITION CORPORATION
STATEMENT OF OPERATIONS
For the period from
December 1, 2017
(Inception) to
December 31, 2017
-----------------
Revenue $ -
Cost of revenue -
-----------------
Gross profit -
-----------------
Operating expenses 3,312
-----------------
Loss before income taxes (3,312)
Income tax expense -
-----------------
Net loss $ (3,312)
==================
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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WALNUT FOREST ACQUISITION CORPORATION
STATEMENT OF STOCKHOLDERS' DEFICIT
Common Stock Additional Accumu- Total
------------------- Paid-in lated Stockholders'
Shares Amount Capital Deficit Deficit
---------- ------- --------- ------- -----------
Balance,
December 1, 2017
(Inception) - $ - $ - $ - $ -
Issuance of
common stock
for service 20,000,000 2,000 - - 2,000
Additional paid-in
capital - - 312 - 312
Net loss - - - (3,312) (3,312)
---------- ------- --------- -------- --------
Balance,
December 31, 2017 20,000,000 $ 2,000 $ 312 $(3,312) $(1,000)
========== ======== ======== ======== ========
The accompanying notes are an integral part of these financial statements.
4
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WALNUT FOREST ACQUISITION CORPORATION
STATEMENT OF CASH FLOWS
For the period from
December 1, 2017
(Inception) to
December 31, 2017
--------------
OPERATING ACTIVITIES
Net loss $ (3,312)
Non-cash adjustments to reconcile net loss to net cash:
Expenses paid for by stockholder and contributed
as capital 312
Common Stock issued for services 2,000
Changes in Operating Assets and Liabilities:
Accrued liabilities 1,000
-------------
Net cash used in operating 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 financial statements.
5
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WALNUT FOREST ACQUISITION CORPORATION
Notes to Financial Statements
NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS
Walnut Forest Acquisition Corporation ("Walnut Forest" or "the Company") was
incorporated on December 1, 2017 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 Walnut Forest. The combination will normally take
the form of a merger, stock-for-stock exchange or stock-for-assets exchange.
In most instances the target company will wish to structure the business
combination to be within the definition of a tax-free reorganization under
Section 351 or Section 368 of the Internal Revenue Code of 1986, as
amended. No assurances can be given that the Company will be successful
in locating or negotiating with any target company. The Company has been
formed to provide a method for a foreign or domestic private company to
become a reporting company with a class of securities registered under the
Securities Exchange Act of 1934.
BASIS OF PRESENTATION
The summary of significant accounting policies presented below is designed
to assist in understanding the Company's financial statements. Such financial
statements and accompanying notes are the representations of the Company's
management, who are responsible for their integrity and objectivity. These
accounting policies conform to accounting principles generally accepted in
the United States of America ("GAAP") in all material respects, and have
been consistently applied in preparing the accompanying financial statements.
The Company has not earned any revenue from operations since inception.
Accordingly, the Company's activities have been accounted for as those of
a "Development Stage Enterprise" as set forth in ASC 915, "Development
Stage Entities." Among the disclosures required by ASC 915, are that the
Company's financial statements be identified as those of a development
stage company, and that the statements of operations, stockholders' equity
and cash flows disclose activity since the date of the Company's inception.
The Company chose December 31 as its fiscal year end.
USE OF ESTIMATES
The preparation of financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements, and the reported amounts
of revenues and expenses during the reporting periods. Actual results could
differ from those estimates.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash on hand and on deposit at banking
institutions as well as all highly liquid short-term investments with original
maturities of 90 days or less. The Company did not have cash equivalents as
of December 31, 2017.
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,
2017.
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WALNUT FOREST 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 31, 2017 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, 2017, 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 loss of $3,312 during the period ended December 31,
2017. The Company had a working capital deficit of $1,000 and an accumulated
deficit of $3,312 as of December 31, 2017. The Company's continuation as
a going concern is dependent on its ability to generate sufficient cash
flows from operations to meet its obligations and/or obtaining additional
financing from its members or other sources, as may be required.
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WALNUT FOREST 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 - RECENT ACCOUNTING PRONOUNCEMENTS
In November 2016, the FASB issued Accounting Standards Update No. 2016-18,
"Statement of Cash Flows (Topic 230): Restricted Cash" ("ASU 2016-18"). The
new guidance is intended to reduce diversity in practice by adding or
clarifying guidance on classification and presentation of changes in
restricted cash on the statement of cash flows. ASU 2016-18 is effective
for annual and interim periods beginning after December 15, 2017. Early
adoption is permitted. The amendments in this update should be applied
retrospectively to all periods presented. The Company is currently
evaluating the impact of adopting ASU 2016-18, which will only impact
the Company to the extent it has restricted cash in the future.
In August 2016, the FASB issued ASU No. 2016-15, "Statement of Cash Flows
(Topic 230): Classification of Certain Cash Receipts and Cash Payments,
to address diversity in how certain cash receipts and cash payments are
presented and classified in the statement of cash flows". The amendments
provide guidance on the following eight specific cash flow issues: (1) Debt
Prepayment or Debt Extinguishment Costs; (2) Settlement of Zero-Coupon Debt
Instruments or Other Debt Instruments with Coupon Interest Rates That Are
Insignificant in Relation to the Effective Interest Rate of the Borrowing;
(3) Contingent Consideration Payments Made after a Business Combination;
(4) Proceeds from the Settlement of Insurance Claims; (5) Proceeds from the
Settlement of Corporate-Owned Life Insurance Policies, including Bank-Owned;
(6) Life Insurance Policies; (7) Distributions Received from Equity Method
Investees; (8) Beneficial Interests in Securitization Transactions; and
Separately Identifiable Cash Flows and Application of the Predominance
Principle. The amendments are effective for public business entities for
fiscal years beginning after December 15, 2017, and interim periods within
those fiscal years. Early adoption is permitted, including adoption in an
interim period. The amendments should be applied using a retrospective
transition method to each period presented. If it is impracticable to apply
the amendments retrospectively for some of the issues, the amendments for
those issues would be applied prospectively as of the earliest date
practicable. The Company is currently evaluating the impact of this new
standard on its financial statements and related disclosures.
In August 2014, the FASB issued ASU No. 2014-15, "Presentation of Financial
Statements Going Concern (Subtopic 205-40): Disclosure of Uncertainties
about an Entity's Ability to Continue as a Going Concern". This standard is
intended to define management's responsibility to evaluate whether there is
substantial doubt about an organization's ability to continue as a going
concern and to provide related footnote disclosures. Under U.S. GAAP,
financial statements are prepared under the presumption that the reporting
organization will continue to operate as a going concern, except in limited
circumstances. Financial reporting under this presumption is commonly
referred to as the going concern basis of accounting. The going concern
basis of accounting is critical to financial reporting because it establishes
the fundamental basis for measuring and classifying assets and liabilities.
Currently, U.S. GAAP lacks guidance about management's responsibility to
evaluate whether there is substantial doubt about the organization's ability
to continue as a going concern or to provide related footnote disclosures.
This ASU provides guidance to an organization's management, with principles
and definitions that are intended to reduce diversity in the timing and
content of disclosures that are commonly provided by organizations today
in the financial statement footnotes. The amendments are effective for
annual periods ending after December 15, 2016, and interim periods within
annual periods beginning after December 15, 2016. Early application is
permitted for annual or interim reporting periods for which the financial
statements have not previously been issued. Management believes that the
impact of this ASU to the Company's financial statements would be
insignificant.
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Other recent accounting pronouncements issued by the FASB (including its
Emerging Issues Task Force) and the United States Securities and Exchange
Commission did not or are not believed by management to have a material
impact on the Company's present or future financial statements.
NOTE 4 ACCRUED LIABILITIES
As of December 31, 2017 the Company had accrued professional fees
of $1,000.
NOTE 5 STOCKHOLDERS' DEFICIT
On December 1, 2017, the Company issued 20,000,000 founders common stock
to two directors and officers pro rata as founder shares for services
rendered to the Company, valued at $0.0001 par value per share, or a
total of $2,000. The Company is authorized to issue 100,000,000
shares of common stock and 20,000,000 shares of preferred stock.
As of December 31, 2017, 20,000,000 shares of common stock and no
preferred stock were issued and outstanding.
NOTE 6 SUBSEQUENT EVENTS
Management has evaluated subsequent events through JAnuary 15,
2018, the date which the financial statements were available to
be issued. All subsequent events requiring recognition 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".
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INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
3.1 Certificate of Incorporation of Walnut Forest
Acquisition Corporation
3.2 By-Laws of Walnut Forest Acquisition Corporation
3.3 Specimen stock certificate of Walnut Forest
Acquisition Corporation
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SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of
1934, the Registrant caused this registration statement to be signed on
its behalf by the undersigned thereunto duly authorized.
WALNUT FOREST ACQUISITION CORPORATION
By: /s/ James Cassidy, President
Date: January 19, 2018