UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO FORM 10
General Form for Registration of Securities
Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934
WINROCK INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE None
------------------------------- -------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
c/o William Tay
2000 Hamilton Street, # 943
Philadelphia, PA 19130
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (917) 591-2648
Send all correspondence to:
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William Tay, President
P.O. Box 42198
Philadelphia, PA 19101
Facsimile: (917) 591-2648
Email: wtay@56k.net
Securities to be registered under Section 12(b) of the Act: None
Securities to be registered under Section 12(g) of the Exchange Act:
Title of each class to be so Name of Exchange on which each class
registered is to be registered
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Common Stock, $.0001 N/A
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated filer"
and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check
one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting
company)
EXPLANATORY NOTE
We are filing this General Form for Registration of Securities on Form
10 to register our common stock, par value $0.0001 per share (the "Common
Stock"), pursuant to Section 12(g) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
Once this registration statement is deemed effective, we will be subject
to the requirements of Regulation 13A under the Exchange Act, which will
require us to file annual reports on Form 10-K, quarterly reports on Form 10-Q,
and current reports on Form 8-K, and we will be required to comply with all
other obligations of the Exchange Act applicable to issuers filing registration
statements pursuant to Section 12(g) of the Exchange Act.
Unless otherwise noted, references in this registration statement to
"Winrock International, Inc.," the "Company," "we," "our" or "us" means Winrock
International, Inc.
FORWARD LOOKING STATEMENTS
There are statements in this registration statement that are not
historical facts. These "forward-looking statements" can be identified by use
of terminology such as "believe," "hope," "may," "anticipate," "should,"
"intend," "plan," "will," "expect," "estimate," "project," "positioned,"
"strategy" and similar expressions. You should be aware that these forward-
looking statements are subject to risks and uncertainties that are beyond our
control. For a discussion of these risks, you should read this entire
Registration Statement carefully, especially the risks discussed under "Risk
Factors." Although management believes that the assumptions underlying the
forward looking statements included in this Registration Statement are
reasonable, they do not guarantee our future performance, and actual results
could differ from those contemplated by these forward looking statements. The
assumptions used for purposes of the forward-looking statements specified in
the following information represent estimates of future events and are subject
to uncertainty as to possible changes in economic, legislative, industry, and
other circumstances. As a result, the identification and interpretation of data
and other information and their use in developing and selecting assumptions
from and among reasonable alternatives require the exercise of judgment. To the
extent that the assumed events do not occur, the outcome may vary substantially
from anticipated or projected results, and, accordingly, no opinion is
expressed on the achievability of those forward-looking statements. In the
light of these risks and uncertainties, there can be no assurance that the
results and events contemplated by the forward-looking statements contained in
this Registration Statement will in fact transpire. You are cautioned not to
place undue reliance on these forward-looking statements, which speak only as
of their dates. We do not undertake any obligation to update or revise any
forward-looking statements.
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ITEM 1. DESCRIPTION OF BUSINESS
BUSINESS DEVELOPMENT
Winrock International, Inc. ("we", "us", "our", the "Company" or the
"Registrant") was incorporated in the State of Delaware on February 9, 2009.
The Company has been in the developmental stage since inception and has
conducted virtually no business operations, other than organizational
activities and preparation of this registration statement on Form 10 (the
"Registration Statement"). The Company has no full-time employees and owns no
real estate or personal property. The Company was formed as a vehicle to pursue
a business combination and has made no efforts to identify a possible business
combination. As a result, the Company has not conducted negotiations or entered
into a letter of intent concerning any target business. The business purpose of
the Company is to seek the acquisition of or merger with, an existing company.
BUSINESS OF ISSUER
The Company, based on proposed business activities, is a "blank check"
company. The U.S. Securities and Exchange Commission (the "SEC") defines those
companies as "any development stage company that is issuing a penny stock,
within the meaning of Section 3 (a)(51) of the Exchange Act of 1934, as
amended, (the "Exchange Act") and that has no specific business plan or
purpose, or has indicated that its business plan is to merge with an
unidentified company or companies." Under SEC Rule 12b-2 under the Securities
Act of 1933, as amended (the "Securities Act"), the Company also qualifies as a
"shell company," because it has no or nominal assets (other than cash) and no
or nominal operations. Many states have enacted statutes, rules and regulations
limiting the sale of securities of "blank check" companies in their respective
jurisdictions. Management does not intend to undertake any efforts to cause a
market to develop in our securities, either debt or equity, until we have
successfully concluded a business combination. The Company intends to comply
with the periodic reporting requirements of the Exchange Act for so long as we
are subject to those requirements.
The Company was organized to provide a method for a foreign or domestic
private company to become a reporting ("public") company whose securities are
qualified for trading in the United States secondary market such as the New
York Stock Exchange (NYSE), NASDAQ, NYSE Amex Equities, formerly known as the
American Stock Exchange (AMEX), and the OTC Bulletin Board, and, as a vehicle
to investigate and, if such investigation warrants, acquire a target company or
business seeking the perceived advantages of being a publicly held corporation.
The Company will not restrict its potential candidate target companies to any
specific business, industry or geographical location and, thus, may acquire any
type of business.
We intend to either retain an equity interest (common stock) in any
private company we engage in a business combination or we may receive cash
and/or a combination of cash and common stock from any private company we
complete a business combination with. Our desire is that the value of such
consideration paid to us would be beneficial economically to our shareholders
though there is no assurance of that happening.
PERCEIVED BENEFITS
There are certain perceived benefits to being a reporting company with a
class of publicly-traded securities. These are commonly thought to include the
following:
* the ability to use registered securities to make acquisitions of
assets or businesses;
* increased visibility in the financial community;
* the facilitation of borrowing from financial institutions;
* improved trading efficiency;
* shareholder liquidity;
* greater ease in subsequently raising capital;
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* compensation of key employees through stock options for which
there may be a market valuation;
* enhanced corporate image; and
* a presence in the United States capital market.
PERCEIVED DISADVANTAGES
There are also certain perceived disadvantages to being a reporting
company. These are commonly thought to include the following:
* requirement for audited financial statements;
* required publication of corporate information;
* required filings of periodic and episodic reports with the
Securities and Exchange Commission; and
* increased rules and regulations governing management, corporate
activities and shareholder relations.
POTENTIAL TARGET COMPANIES
A business entity, if any, which may be interested in a business
combination with the Company may include the following:
* a company for which a primary purpose of becoming public is the
use of its securities for the acquisition of assets or businesses;
* a company which is unable to find an underwriter of its
securities or is unable to find an underwriter of securities on terms
acceptable to it;
* a company which wishes to become public with less dilution of
its common stock 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; and
* a company seeking one or more of the other perceived benefits of
becoming a public company.
The analysis of new business opportunities will be undertaken by or
under the supervision of Mr. William Tay, the Company's sole officer and
director. The Company has unrestricted flexibility in seeking, analyzing and
participating in potential business opportunities. In its efforts to analyze
potential acquisition targets, the Company will consider the following kinds of
factors:
* Potential for growth, indicated by new technology, anticipated
market expansion or new products;
* Competitive position as compared to other firms of similar size
and experience within the industry segment as well as within the
industry as a whole;
* Strength and diversity of management, either in place or
scheduled for recruitment;
* Capital requirements and anticipated availability of required
funds, to be provided by the Company or from operations, through the
sale of additional securities, through joint ventures or similar
arrangements or from other sources;
* The cost of participation by the Company as compared to the
perceived tangible and intangible values and potentials;
* The extent to which the business opportunity can be advanced;
* The accessibility of required management expertise, personnel,
raw materials, services, professional assistance and other required
items; and
* Other relevant factors.
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In applying the foregoing criteria, no one of which will be controlling,
management will attempt to analyze all factors and circumstances and make a
determination based upon reasonable investigative measures and available data.
Potentially available business opportunities may occur 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
extremely difficult and complex. Due to the Company's limited capital available
for investigation, the Company may not discover or adequately evaluate adverse
facts about the opportunity to be acquired.
Any private company could seek to become public by filing their own
registration statement with the Securities and Exchange Commission and avoid
compensating us in any manner and therefore there may be no perceived benefit
to any private company seeking a business combination with us as we are
obligated under SEC Rules to file a Form 8-K with the SEC within four (4) days
of completing a business combination which would include information required
by Form 10 on the private company. It is possible that, prior to the Company
successfully consummating a business combination with an unaffiliated entity,
that entity may desire to employ or retain Mr. Tay for the purposes of
providing services to the surviving entity. However, the offer of any post-
transaction employment to Mr. Tay will not be a consideration in our decision
whether to undertake any proposed transaction. As a result we may not be able
to complete a business combination.
No assurances can be given that the Company will be able to enter into a
business combination, as to the terms of a business combination, or as to the
nature of the target company.
FORM OF ACQUISITION
The manner in which the Company participates in an opportunity will
depend upon the nature of the opportunity, the respective needs and desires of
the Company and the promoters of the opportunity, and the relative negotiating
strength of the Company and such promoters.
It is likely that the Company will acquire its participation in a
business opportunity through the issuance of common stock or other securities
of the Company. Although the terms of any such transaction cannot be predicted,
it should be noted that in certain circumstances the criteria for determining
whether or not an acquisition is a so-called "tax free" reorganization under
Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the
"Code"), depends upon whether the owners of the acquired business own 80% or
more of the voting stock of the surviving entity. If a transaction were
structured to take advantage of these provisions rather than other "tax free"
provisions provided under the Code, all prior stockholders would in such
circumstances retain 20% or less of the total issued and outstanding shares.
Under other circumstances, depending upon the relative negotiating strength of
the parties, prior stockholders may retain substantially less than 20% of the
total issued and outstanding shares of the surviving entity. This could result
in substantial additional dilution to the equity of those who were stockholders
of the Company prior to such reorganization.
The present stockholders of the Company will likely not have control of
a majority of the voting shares of the Company following a reorganization
transaction. As part of such a transaction, all or a majority of the Company's
directors may resign and new directors may be appointed without any vote by
stockholders.
In the case of an acquisition, the transaction may be accomplished upon
the sole determination of management without any vote or approval by
stockholders. In the case of a statutory merger or consolidation directly
involving the Company, it will likely be necessary to call a stockholders'
meeting and obtain the approval of the holders of a majority of the outstanding
shares. The necessity to obtain such stockholder approval may result in delay
and additional expense in the consummation of any proposed transaction and will
also give rise to certain appraisal rights to dissenting stockholders. Most
likely, management will seek to structure any such transaction so as not to
require stockholder approval.
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We may seek to locate a target company through solicitation. Such
solicitation may include, but is not limited to; newspaper or magazine
advertisements, mailings and other distributions to law firms, accounting
firms, investment bankers, financial advisors and similar persons, the use of
one or more web sites and/or similar methods. We may also utilize consultants
in the business and financial communities for referrals of potential target
companies.
It is anticipated that the investigation of specific business
opportunities and the negotiation, drafting and execution of relevant
agreements, disclosure documents and other instruments will require substantial
management time and attention and substantial cost for accountants, attorneys
and others. If a decision is made not to participate in a specific business
opportunity, the costs theretofore incurred in the related investigation would
not be recoverable. Furthermore, even if an agreement is reached for the
participation in a specific business opportunity, the failure to consummate
that transaction may result in the loss to the Company of the related costs
incurred.
All such costs for the next twelve (12) months and beyond such time will
be paid with money in our treasury, if any, or with additional money
contributed by Mr. William Tay, our sole director, officer and stockholder, or
another source.
We presently have no employees apart from our management. Our sole
officer and director, Mr. William Tay, is engaged in outside business
activities and anticipate that he will devote to our business approximately
(10) ten hours per week until the acquisition of a successful business
opportunity has been identified. We expect no significant changes in the number
of our employees other than such changes, if any, incident to a business
combination.
Currently, our sole officer and director, Mr. Tay, serves as an officer
and director of other shell companies that have business purposes identical to
ours and that have classes of common stock registered under the Exchange
Act. Mr. Tay will allocate his time to all these companies. To the extent
that Mr. Tay engages in such other activities, he will have possible conflicts
of interest in diverting opportunities which would be appropriate for our
Company to other companies, entities or persons with which he is or may be
associated or have an interest, rather than diverting such opportunities to
us. Since we have not established any policy for the resolution of such a
conflict, we could be adversely affected should Mr. Tay choose to place his
other business interests before ours. We cannot assure you that such potential
conflicts of interest will not result in the loss of potential opportunities or
that any conflict will be resolved in our favor.
We are voluntarily filing this Registration Statement with the U.S.
Securities and Exchange Commission and we're under no obligation to do so under
the Securities Exchange Act of 1934.
REPORTS TO SECURITY HOLDERS
(1) The Company is not required to deliver an annual report to
security holders and at this time does not anticipate the
distribution of such a report.
(2) The Company will file reports with the SEC. The Company
will be a reporting company and will comply with the
requirements of the Exchange Act.
(3) The public may read and copy any materials the Company
files with the SEC at the SEC's Public Reference Room at
100 F Street, N.E., Washington, D.C. 20549. The public may
obtain information on the operation of the Public Reference
Room by calling the SEC at 1-800-SEC-0330. Additionally,
the SEC maintains an Internet site that contains reports,
proxy and information statements, and other information
regarding issuers that file electronically with the SEC,
which can be found at the EDGAR Company Search page of the
Securities and Exchange Commission's Web site, the address
for which is "www.sec.gov."
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ITEM 1A. RISK FACTORS.
THE COMPANY'S BUSINESS AND PLAN OF OPERATION IS SUBJECT TO NUMEROUS RISK
FACTORS, INCLUDING, BUT NOT LIMITED TO, THE FOLLOWING:
THERE MAY BE CONFLICTS OF INTEREST BETWEEN OUR MANAGEMENT AND OUR NON-
MANAGEMENT STOCKHOLDERS.
Conflicts of interest create the risk that management may have an
incentive to act adversely to the interests of other investors. A conflict of
interest may arise between our management's personal pecuniary interest and its
fiduciary duty to our stockholders. Further, our management's own pecuniary
interest may at some point compromise its fiduciary duty to our stockholders.
THERE MAY BE A CONFLICT OF INTEREST BETWEEN OUR COMPANY AND SEVERAL OTHER
PUBLIC SHELL COMPANY OWNED AND MANAGED BY OUR SOLE OFFICER AND DIRECTOR.
Our sole officer and director, Mr. William Tay, currently serves as an
officer and director of other blank check shell companies, namely Bayrock
Ventures, Inc., Empire Asia Resources Corp., Glacier Enterprises, Inc.,
Greenrock Ventures, Inc., Greenstone Ventures, Inc. and Mayquest Ventures, Inc.
Some of these companies with which Mr. Tay is affiliated may be in direct
competition with the Company for the acquisition of available business
opportunities. This poses a potential conflict of interest for our sole officer
and director. Neither the Company nor the other shell companies with which our
sole officer and director is affiliated has adopted any policy with respect to
resolving any potential conflict of interest and it is possible that any
conflict or interest that arises between the companies may not be resolved in
the Company's favor. In the event that such a conflict arises, Mr. Tay will
work to address the conflict in a manner that does not have a negative impact
on the Company or its shareholders. Additionally, Mr. Tay will devote a limited
amount of his time to the affairs of the Company. There will be occasions when
the time requirement of the Company's business conflict with the demands of Mr.
Tay's other business and investment activities.
OUR BUSINESS IS DIFFICULT TO EVALUATE BECAUSE WE HAVE NO OPERATING HISTORY.
As the Company has no operating history or revenue and only minimal
assets, there is a risk that we will be unable to continue as a going concern
and consummate a business combination. The Company has had no recent operating
history nor any revenues or earnings from operations since inception. We have
no significant assets or financial resources. We will, in all likelihood,
sustain operating expenses without corresponding revenues, at least until the
consummation of a business combination. This may result in our incurring a net
operating loss that will increase continuously until we can consummate a
business combination with a profitable business opportunity. We cannot assure
you that we can identify a suitable business opportunity and consummate a
business combination.
THERE IS COMPETITION FOR THOSE PRIVATE COMPANIES SUITABLE FOR A MERGER
TRANSACTION OF THE TYPE CONTEMPLATED BY OUR MANAGEMENT.
The Company is in a highly competitive market for a small number of
business opportunities which could reduce the likelihood of consummating a
successful business combination. We are and will continue to be an
insignificant participant in the business of seeking mergers with, joint
ventures with and acquisitions of small private and public entities. A large
number of established and well-financed entities, including small public
companies and venture capital firms, are active in mergers and acquisitions of
companies that may be desirable target candidates for us. Nearly all these
entities have significantly greater financial resources, technical expertise
and managerial capabilities than we do; consequently, we will be at a
competitive disadvantage in identifying possible business opportunities and
successfully completing a business combination. These competitive factors may
reduce the likelihood of our identifying and consummating a successful business
combination.
FUTURE SUCCESS IS HIGHLY DEPENDENT ON THE ABILITY OF OUR MANAGEMENT TO LOCATE
AND ATTRACT A SUITABLE ACQUISITION.
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The nature of our operations is highly speculative and there is a
consequent risk of loss of your investment. The success of our plan of
operation will depend to a great extent on the operations, financial condition
and management of the identified business opportunity. While management intends
to seek business combination(s) with entities having established operating
histories, we cannot assure you that we will be successful in locating
candidates meeting that criterion. In the event we complete a business
combination, the success of our operations may be dependent upon management of
the successor firm or venture partner firm and numerous other factors beyond
our control.
CONTROL BY MANAGEMENT
As of the date of this registration statement, the management of the
Company owned approximately 100% of the Company's outstanding shares. Future
investors will own a minority percentage of the Company's Common Stock and will
have no voting rights. Future investors will not have the ability to control a
vote of the Company's Shareholders or Board of Directors, if management
controls.
OUR STOCKHOLDERS MAY ENGAGE IN A TRANSACTION TO CAUSE THE COMPANY TO REPURCHASE
THEIR SHARES OF COMMON STOCK
In order to provide an interest in the Company to a third party, our
stockholders may choose to cause the Company to sell Company securities to
third parties, with the proceeds of such sale being utilized by the Company to
repurchase shares of common stock held by the stockholders. As a result of such
transaction, our management, principal stockholders and Board of Directors may
change.
THE COMPANY HAS NO EXISTING AGREEMENT FOR A BUSINESS COMBINATION OR OTHER
TRANSACTION.
We have no arrangement, agreement or understanding with respect to
engaging in a merger with, joint venture with or acquisition of, a private or
public entity. No assurances can be given that we will successfully identify
and evaluate suitable business opportunities or that we will conclude a
business combination. Management has not identified any particular industry or
specific business within an industry for evaluation. We cannot guarantee that
we will be able to negotiate a business combination on favorable terms, and
there is consequently a risk that funds allocated to the purchase of our shares
will not be invested in a company with active business operations.
OUR MANAGEMENT INTENDS TO DEVOTE ONLY A LIMITED AMOUNT OF TIME TO SEEKING A
TARGET COMPANY WHICH MAY ADVERSELY IMPACT OUR ABILITY TO IDENTIFY A SUITABLE
ACQUISITION CANDIDATE.
While seeking a business combination, Mr. Tay, our sole officer and
director, anticipates devoting no more than 10 hours per week to the Company's
affairs in total. Mr. Tay is engaged in outside business activities, mainly
managing his own private investments. Mr. Tay has not entered into a written
employment agreement with us and is not expected to do so in the foreseeable
future. This limited commitment may adversely impact our ability to identify
and consummate a successful business combination.
THE TIME AND COST OF PREPARING A PRIVATE COMPANY TO BECOME A PUBLIC REPORTING
COMPANY MAY PRECLUDE US FROM ENTERING INTO A MERGER OR ACQUISITION WITH THE
MOST ATTRACTIVE PRIVATE COMPANIES.
Target companies that fail to comply with SEC reporting requirements may
delay or preclude acquisition. Sections 13 and 15(d) of the Exchange Act
require reporting companies to provide certain information about significant
acquisitions, including certified financial statements for the company
acquired, covering one, two, or three years, depending on the relative size of
the acquisition. The time and additional costs that may be incurred by some
target entities to prepare these statements may significantly delay or
essentially preclude consummation of an acquisition. Otherwise suitable
acquisition prospects that do not have or are unable to obtain the required
audited statements may be inappropriate for acquisition so long as the
reporting requirements of the Exchange Act are applicable.
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THE COMPANY MAY BE SUBJECT TO FURTHER GOVERNMENT REGULATION WHICH WOULD
ADVERSELY AFFECT OUR OPERATIONS.
Although we will be subject to the reporting requirements under the
Exchange Act, management believes we will not be subject to regulation under
the Investment Company Act of 1940, as amended (the "Investment Company Act"),
since we will not be engaged in the business of investing or trading in
securities. If we engage in business combinations which result in our holding
passive investment interests in a number of entities, we could be subject to
regulation under the Investment Company Act. If so, we would be required to
register as an investment company and could be expected to incur significant
registration and compliance costs. We have obtained no formal determination
from the SEC as to our status under the Investment Company Act and,
consequently, violation of the Investment Company Act could subject us to
material adverse consequences.
ANY POTENTIAL ACQUISITION OR MERGER WITH A FOREIGN COMPANY MAY SUBJECT US TO
ADDITIONAL RISKS.
If we enter into a business combination with a foreign concern, we 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, and capital
investment, resource self-sufficiency and balance of payments positions, and in
other respects.
OUR STOCKHOLDERS MAY HAVE A MINORITY INTEREST IN THE COMPANY FOLLOWING A
BUSINESS COMBINATION.
If we enter into a business combination with a company with a value in
excess of the value of our Company, and issue shares of our Common Stock to the
stockholders of such company as consideration for merging with us, our
stockholders will likely own less than 50% of the Company after the business
combination. The stockholders of the acquired company would therefore be able
to control the election of our board of directors (the "Board of Directors")
and control our Company.
THERE IS CURRENTLY NO TRADING MARKET FOR OUR COMMON STOCK.
All of the presently outstanding shares of common stock (31,340,000) are
"restricted securities" as defined under Rule 144 promulgated under the
Securities Act and may only be sold pursuant to an effective registration
statement or an exemption from registration, if available. The SEC has adopted
final rules amending Rule 144 which became effective on February 15, 2008.
These final rules may be found at: www.sec.gov/rules/final/2007/33-8869.pdf.
Pursuant to the new Rule 144, one year must elapse from the time a "shell
company", as defined in Rule 405, ceases to be "shell company" and files Form
10 information with the SEC, before a restricted shareholder can resell their
holdings in reliance on Rule 144. Form 10 information is equivalent to
information that a company would be required to file if it were registering a
class of securities on Form 10 under the Securities and Exchange Act of 1934
(the "Exchange Act"). Under the amended Rule 144, restricted or unrestricted
securities, that were initially issued by a reporting or non-reporting shell
company or an Issuer that has at anytime previously a reporting or non-
reporting shell company as defined in Rule 405, can only be resold in reliance
on Rule 144 if the following conditions are met: (1) the issuer of the
securities that was formerly a reporting or non-reporting shell company has
ceased to be a shell company; (2) the issuer of the securities is subject to
the reporting requirements of Section 13 or 15(d) of the Exchange Act; (3) the
issuer of the securities has filed all reports and material required to be
filed under Section 13 or 15(d) of the Exchange Act, as applicable, during the
preceding twelve months (or shorter period that the Issuer was required to file
such reports and materials), other than Form 8-K reports and (4) at least one
year has elapsed from the time the issuer filed the current Form 10 type
information with the SEC reflecting its status as an entity that is not a shell
company.
At the present time, the Company is classified as a "shell company" as
defined in Rule 12b-2 of the Securities and Exchange Act of 1934. As such, all
restricted securities presently held by the founders of the Company may not be
resold in reliance on Rule 144 until: (1) the Company files Form 10 information
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with the SEC when it ceases to be a "shell company"; (2) the Company has filed
all reports as required by Section 13 and 15(d) of the Securities Act for
twelve consecutive months; and (3) one year has elapsed from the time the
Company files the current Form 10 type information with the SEC reflecting its
status as an entity that is not a shell company.
There can be no assurance that we will ever meet these conditions and
any purchases of our shares are subject to these restrictions on resale. A
purchase of our shares may never be available for resale as we can not be
assured we will ever lose our shell company status.
WE HAVE NEVER PAID DIVIDENDS ON OUR COMMON STOCK.
We have never paid dividends on our Common Stock and do not presently
intend to pay any dividends in the foreseeable future. We anticipate that any
funds available for payment of dividends will be re-invested into the Company
to further its business strategy.
THE COMPANY MAY BE SUBJECT TO CERTAIN TAX CONSEQUENCES IN OUR BUSINESS, WHICH
MAY INCREASE OUR COST OF DOING BUSINESS.
We may not be able to structure our acquisition to result in tax-free
treatment for the companies or their stockholders, which could deter third
parties from entering into certain business combinations with us or result in
being taxed on consideration received in a transaction. Currently, a
transaction may be structured so as to result in tax-free treatment to both
companies, as prescribed by various federal and state tax provisions. We intend
to structure any business combination so as to minimize the federal and state
tax consequences to both us and the target entity; however, we cannot guarantee
that the 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 that may have an
adverse effect on both parties to the transaction.
OUR BUSINESS WILL HAVE NO REVENUES UNLESS AND UNTIL WE MERGE WITH OR ACQUIRE AN
OPERATING BUSINESS.
We are a development stage company and have had no revenues from
operations. We may not realize any revenues unless and until we successfully
merge with or acquire an operating business.
THE COMPANY INTENDS TO ISSUE MORE SHARES IN A MERGER OR ACQUISITION, WHICH WILL
RESULT IN SUBSTANTIAL DILUTION TO EXISTING SHAREHOLDERS.
Our Certificate of Incorporation authorizes the issuance of a maximum of
250,000,000 shares of common stock and a maximum of 20,000,000 shares of
preferred stock. Any merger or acquisition effected by us may result in the
issuance of additional securities without stockholder approval and may result
in substantial dilution in the percentage of our common stock held by our then
existing stockholders. Moreover, the common stock issued in any such merger or
acquisition transaction may be valued on an arbitrary or non-arm's-length basis
by our management, resulting in an additional reduction in the percentage of
common stock held by our then existing stockholders. Our Board of Directors has
the power to issue any or all of such authorized but unissued shares without
stockholder approval. To the extent that additional shares of common stock or
preferred stock are issued in connection with a business combination or
otherwise, dilution to the interests of our stockholders will occur and the
rights of the holders of common stock might be materially and adversely
affected.
THE COMPANY HAS CONDUCTED NO MARKET RESEARCH OR IDENTIFICATION OF BUSINESS
OPPORTUNITIES, WHICH MAY AFFECT OUR ABILITY TO IDENTIFY A BUSINESS TO MERGE
WITH OR ACQUIRE.
The Company has neither conducted nor have others made available to us
results of market research concerning prospective business opportunities.
Therefore, we have no assurances that market demand exists for a merger or
acquisition as contemplated by us. Our management has not identified any
specific business combination or other transactions for formal evaluation by
us, such that it may be expected that any such target business or transaction
will present such a level of risk that conventional private or public offerings
10
of securities or conventional bank financing will not be available. There is no
assurance that we will be able to acquire a business opportunity on terms
favorable to us. Decisions as to which business opportunity to participate in
will be unilaterally made by our management, which may act without the consent,
vote or approval of our stockholders.
BECAUSE WE MAY SEEK TO COMPLETE A BUSINESS COMBINATION THROUGH A "REVERSE
MERGER," FOLLOWING SUCH A TRANSACTION WE MAY NOT BE ABLE TO ATTRACT THE
ATTENTION OF MAJOR BROKERAGE FIRMS.
Additional risks may exist since we will assist a privately held
business to become public through a "reverse merger." Securities analysts of
major brokerage firms may not provide coverage of our Company since there is no
incentive to brokerage firms to recommend the purchase of our common stock. No
assurance can be given that brokerage firms will want to conduct any secondary
offerings on behalf of our post-merger company in the future.
WE CANNOT ASSURE YOU THAT FOLLOWING A BUSINESS COMBINATION WITH AN OPERATING
BUSINESS, OUR COMMON STOCK WILL BE LISTED ON NASDAQ OR ANY OTHER SECURITIES
EXCHANGE.
Following a business combination, we may seek the listing of our common
stock on NASDAQ or the NYSE Amex Equities. However, we cannot assure you that
following such a transaction, we will be able to meet the initial listing
standards of either of those or any other stock exchange, or that we will be
able to maintain a listing of our common stock on either of those or any other
stock exchange. After completing a business combination, until our common stock
is listed on the NASDAQ or another stock exchange, we expect that our common
stock would be eligible to trade on the OTC Bulletin Board, another over-the-
counter quotation system, or on the "pink sheets," where our stockholders may
find it more difficult to dispose of shares or obtain accurate quotations as to
the market value of our common stock. In addition, we would be subject to an
SEC rule that, if it failed to meet the criteria set forth in such rule,
imposes various practice requirements on broker-dealers who sell securities
governed by the rule to persons other than established customers and accredited
investors. Consequently, such rule may deter broker-dealers from recommending
or selling our common stock, which may further affect its liquidity. This would
also make it more difficult for us to raise additional capital following a
business combination.
OUR CERTIFICATE OF INCORPORATION AUTHORIZES THE ISSUANCE OF PREFERRED STOCK.
Our Certificate of Incorporation authorizes the issuance of up to
20,000,000 shares of preferred stock with designations, rights and preferences
determined from time to time by its Board of Directors. Accordingly, our Board
of Directors is empowered, without stockholder approval, to issue preferred
stock with dividend, liquidation, conversion, voting, or other rights which
could adversely affect the voting power or other rights of the holders of the
common stock. In the event of issuance, the preferred stock could be utilized,
under certain circumstances, as a method of discouraging, delaying or
preventing a change in control of the Company. Although we have no present
intention to issue any shares of its authorized preferred stock, there can be
no assurance that the Company will not do so in the future.
WE WILL BE DEEMED A BLANK CHECK COMPANY UNDER RULE 419 OF THE SECURITIES ACT OF
1933. IN ANY SUBSEQUENT OFFERINGS, WE WILL HAVE TO COMPLY WITH RULE 419.
At present, the Company is classified as a blank check company because
it is a development stage company whose business plan is to seek new business
opportunities or to engage in a merger or acquisition with an unidentified
company. Although the Company has no current plans to do so, in the event the
Company elects to make a public offering of its shares while it is a blank
check company, any such offering would need to comply with Rule 419 under the
Securities Act of 1933. Rule 419 requires that the blank check company filing
such registration statement deposit the securities being offered and proceeds
of the offering into an escrow or trust account pending the execution of an
agreement for an acquisition or merger. In addition, the registrant is required
to file a post effective amendment to the registration statement containing the
same information as found in a Form 10 registration statement, upon the
execution of an agreement for such acquisition or merger. The rule provides
procedures for the release of the offering funds in conjunction with the post
effective acquisition or merger. There is a risk that if the Company were to
11
pursue such an offering, the shareholders may not approve the proposed
transaction and the funds raised through the Rule 419 offering would need to be
returned to the shareholders, thereby terminating the acquisition or merger.
ITEM 2. FINANCIAL INFORMATION.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION.
The Company was organized as a vehicle to investigate and, if such
investigation warrants, acquire a target company or business seeking the
perceived advantages of being a publicly held corporation. Our principal
business objective for the next 12 months and beyond such time will be to
achieve long-term growth potential through a combination with a business rather
than immediate, short-term earnings. The Company will not restrict our
potential candidate target companies to any specific business, industry or
geographical location and, thus, may acquire any type of business.
The Company does not currently engage in any business activities that
provide cash flow. The costs of investigating and analyzing business
combinations for the next 12 months and beyond such time will be paid with
additional money contributed by William Tay, our sole director, officer and
stockholder, or another source.
During the next 12 months we anticipate incurring costs related to:
(i) filing of Exchange Act reports, and
(ii) investigating, analyzing and consummating an acquisition.
We believe we will be able to meet these costs through use of funds in
our treasury and additional amounts, as necessary, to be loaned to or invested
in us by our stockholders, management or other investors.
The Company is in the development stage and currently has no full-time
employees. Mr. William Tay is the Company's sole officer, director, and the
sole shareholder. All references herein to management of the Company are to
Mr. Tay. Mr. Tay, as president of the Company, has agreed to allocate a
limited portion of his time to the activities of the Company after the
effective date of the registration statement without compensation.
The Company may consider a business which has recently commenced
operations, is a developing company in need of additional funds for expansion
into new products or markets, is seeking to develop a new product or service,
or is an established business which may be experiencing financial or operating
difficulties and is in need of additional capital. In the alternative, a
business combination may involve the acquisition of, or merger with, a company
which does not need substantial additional capital, but which desires to
establish a public trading market for its shares, while avoiding, among other
things, the time delays, significant expense, and loss of voting control which
may occur in a public offering.
Our management has not had any preliminary contact or discussions with
any representative of any other entity regarding a business combination with
us. Any target business that is selected may be a financially unstable company
or an entity in its early stages of development or growth, including entities
without established records of sales or earnings. In that event, we will be
subject to numerous risks inherent in the business and operations of
financially unstable and early stage or potential emerging growth companies. In
addition, we may effect a business combination with an entity in an industry
characterized by a high level of risk, and, although our management will
endeavor to evaluate the risks inherent in a particular target business, there
can be no assurance that we will properly ascertain or assess all significant
risks.
Our management anticipates that it will likely be able to effect only
one business combination, due primarily to our limited financing, and the
dilution of interest for present and prospective stockholders, which is likely
to occur as a result of our management's plan to offer a controlling interest
12
to a target business in order to achieve a tax-free reorganization. This lack
of diversification should be considered a substantial risk in investing in us,
because it will not permit us to offset potential losses from one venture
against gains from another.
The Company anticipates that the selection of a business combination
will be complex and extremely risky. Because of general economic conditions,
rapid technological advances being made in some industries and shortages of
available capital, our management believes that there are numerous firms
seeking even the limited additional capital that we will have and/or the
perceived benefits of becoming a publicly traded corporation. Such perceived
benefits of becoming a publicly traded corporation include, among other things,
facilitating or improving the terms on which additional equity financing may be
obtained, providing liquidity for the principals of and investors in a
business, creating a means for providing incentive stock options or similar
benefits to key employees, and offering greater flexibility in structuring
acquisitions, joint ventures and the like through the issuance of stock.
Potentially available business combinations may occur 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
extremely difficult and complex.
OFF-BALANCE SHEET ARRANGEMENTS
We have not entered into any off-balance sheet arrangements that have or
are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources and would be
considered material to investors.
ITEM 3. PROPERTIES.
The Company neither rents nor owns any properties. The Company utilizes
the office space and equipment of its management at no cost. Management
estimates such amounts to be immaterial. The Company currently has no policy
with respect to investments or interests in real estate, real estate mortgages
or securities of, or interests in, persons primarily engaged in real estate
activities.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS.
The following tables set forth, as of July 28, 2009, the ownership of
our common stock by each person known by us to be the beneficial owner of more
than 5% of our outstanding common stock, our directors, and our executive
officers and directors as a group. To the best of our knowledge, the persons
named have sole voting and investment power with respect to such shares, except
as otherwise noted. There are not any pending arrangements that may cause a
change in control. However, it is anticipated that there will be one or more
change of control, including adding members of management, possibly involving
the private sale or redemption of our principal shareholder's securities or our
issuance of additional securities, at or prior to the closing of a business
combination.
The information presented below regarding beneficial ownership of our
voting securities has been presented in accordance with the rules of the
Securities and Exchange Commission and is not necessarily indicative of
ownership for any other purpose. Under these rules, a person is deemed to be a
"beneficial owner" of a security if that person has or shares the power to vote
or direct the voting of the security or the power to dispose or direct the
disposition of the security. A person is deemed to own beneficially any
security as to which such person has the right to acquire sole or shared voting
or investment power within 60 days of July 28, 2009, through the conversion or
exercise of any convertible security, warrant, option or other right. More than
one person may be deemed to be a beneficial owner of the same securities. The
percentage of beneficial ownership by any person as of a particular date is
calculated by dividing the number of shares beneficially owned by such person,
which includes the number of shares as to which such person has the right to
acquire voting or investment power within 60 days of July 28, 2009, by the sum
13
of the number of shares outstanding as of such date plus the number of shares
as to which such person has the right to acquire voting or investment power
within 60 days of July 28, 2009. Consequently, the denominator used for
calculating such percentage may be different for each beneficial owner. Except
as otherwise indicated below, we believe that the beneficial owners of our
common stock listed below have sole voting and investment power with respect to
the shares shown.
Amount and Nature of
Name and Address (1) Beneficial Ownership Percentage of Class (2)
- -------------------- -------------------- -----------------------
William Tay (3) 31,340,000 100%
All Officers and Directors
as a group (1 person) 31,340,000 100%
- --------------------
(1) The address for the person named in the table above is c/o the Company.
(2) Based on 31,340,000 shares issued and outstanding as of July 28, 2009.
(3) William Tay is President, Chief Financial Officer, Secretary and
Director of the Company.
This table is based upon information derived from our stock records. We
believe that the stockholder named in this table has sole or shared voting and
investment power with respect to the shares indicated as beneficially owned;
except as set forth above, applicable percentages are based upon 31,340,000
shares of common stock outstanding as of July 28, 2009.
ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS.
(a) Identification of Directors and Executive Officers.
Our sole officer and director, Mr. Tay, and additional information concerning
him is as follows:
Name Age Position(s)
- ---- --- -----------
William Tay 38 President, Secretary, Treasurer and Director
WILLIAM TAY acts as President, Secretary, Treasurer and Director for the
Company. Mr. Tay has served as an officer and Director of the Company since its
formation on February 9, 2009. Mr. Tay is also sole officer and Director of
Bayrock Ventures, Inc., Empire Asia Resources Corp., Glacier Enterprises, Inc.,
Greenrock Ventures, Inc., Greenstone Ventures, Inc. and Mayquest Ventures, Inc.
None of these companies currently conduct any business other than filing a
registration statement with the Securities and Exchange Commission on Form 10.
Since 2004, Mr. Tay has been president and Director of TBM Investments, Inc., a
private company he founded to manage his own investments. Besides managing his
own investments, Mr. Tay is a self-employed small business consultant,
specializing in corporate and securities consulting services. Beginning in 1999
through 2004 Mr. Tay held directorships in the following publicly reporting,
trading companies: Legend International Holdings, Inc. (OTC-BB: LGDI) from
November 2003 to November 2004, Playlogic Entertainment, Inc. (OTC-BB: PLGC)
from May 2001 to June 2004, and Global Energy Group, Inc. (OTC: GENG) from
October 1999 to August 2001. For the past five years, Mr. Tay has also held
directorships in the following publicly reporting, non-trading companies:
Rampart Studios, Inc., Asia Quest Ventures, Inc., Tai Pan Holding, Inc., Fox
Energy Corp., Westmont Acquisition Corp., Norquest Acquisition Corp., Dutch
Oven Gold Group Inc., Greater China Acquisition Corp., Advanced Scientific
Holding, Inc., Axcess Medical Imaging Corp., Cosway Industries, Inc.,
Actavision Ventures, Inc., IntelliCapital, Inc., Highlander Acquisition Corp.,
Stoneleigh Acquisition Corp., Sentosa Financial Investments, Ltd., Mondeo
Investments, Inc., Kingsway Capital, Inc., Dalian Capital Group, Inc., Voorhees
Acquisition Corp. and Aux (USA) Inc.
14
The Company's sole officer and director, Mr. Tay, has been involved in
rehabilitating dormant shell companies in the past for acquisition by target
companies.
The term of office of each director expires at our annual meeting of
stockholders or until their successors are duly elected and qualified.
The Company has no employees other than Mr. Tay.
The authorized number of directors for the Company is currently one. The
authorized number of directors may be either increased or decreased from time
to time only by resolution of the board of directors, but shall never be less
than one.
Conflicts Of Interest
Mr. William Tay, the Company's sole officer and director, has involved
and expects to organize other companies of a similar nature and with a similar
purpose as the Company. Consequently, there are potential inherent conflicts of
interest in acting as an officer and director of the Company. In addition,
insofar as Mr. Tay is engaged in other business activities, he may devote only
a portion of his time to the Company's affairs.
A conflict may arise in the event that another blank check company with
which Mr. Tay is affiliated also actively seeks a target company. It is
anticipated that target companies will be located for the Company and other
blank check companies in chronological order of the date of formation of such
blank check companies or, in the case of blank check companies formed on the
same date, alphabetically. However, other blank check companies may differ from
the Company in certain items such as place of incorporation, number of shares
and shareholders, working capital, types of authorized securities, or other
items. It may be that a target company may be more suitable for or may prefer a
certain blank check company formed after the Company. In such case, a business
combination might be negotiated on behalf of the more suitable or preferred
blank check company regardless of date of formation.
(b) Significant Employees. None.
(c) Family Relationships. None.
(d) Involvement in Certain Legal Proceedings.
No officer, director, or persons nominated for such positions, promoter
or significant employee has been involved in the last five years in any of the
following:
* Any bankruptcy petition filed by or against any business of
which such person was a general partner or executive officer either
at the time of the bankruptcy or within two years prior to that time;
* Any conviction in a criminal proceeding or being subject to a
pending criminal proceeding (excluding traffic violations and other
minor offenses);
* Being subject to any order, judgment, or decree, not
subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining,
barring, suspending or otherwise limiting his involvement in any type
of business, securities or banking activities; and
* Being found by a court of competent jurisdiction (in a civil
action), the Commission or the Commodity Futures Trading Commission
to have violated a federal or state securities or commodities law,
and the judgment has not been reversed, suspended, or vacated.
(e) The Board of Directors acts as the Audit Committee and the Board has no
separate committees. The Company has no qualified financial expert at this time
because it has not been able to hire a qualified candidate. Further, the
15
Company believes that it has inadequate financial resources at this time to
hire such an expert. The Company intends to continue to search for a qualified
individual for hire.
(f) Code of Ethics. We do not currently have a code of ethics.
ITEM 6. EXECUTIVE COMPENSATION.
No officer or director has received any compensation from the Company
since the inception of the Company. Until the Company acquires additional
capital, it is not anticipated that any officer or director will receive
compensation from the Company other than reimbursement for out-of-pocket
expenses incurred on behalf of the Company. Our sole officer and director, Mr.
William Tay, intends to devote very limited time to our affairs.
The Company has no stock option, retirement, pension, or profit sharing
programs for the benefit of directors, officers or other employees, but the
Board of Directors may recommend adoption of one or more such programs in the
future.
There are no understandings or agreements regarding compensation our
management will receive after a business combination that is required to be
disclosed.
The Company does not have a standing compensation committee or a
committee performing similar functions, since the Board of Directors has
determined not to compensate the sole officer and director, Mr. Tay, until such
time that the Company completes a reverse merger or business combination.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.
On February 9, 2009 (inception), the Company issued 31,340,000
restricted shares of its common stock to William Tay in exchange for
incorporation fees ($89), annual resident agent fees in the State of Delaware
($50) and developing our business concept and plan ($2,995), totaling $3,134.
All shares were considered issued at their par value ($.0001 per share). Mr.
Tay, the sole officer and director of the Company, is the sole shareholder of
the Company. With respect to the sales made to Mr. Tay, the Company relied upon
Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act").
William Tay, the Company's sole officer and director (its original
incorporator), has paid all expenses incurred by the Company, which includes
only resident agent fees, basic state and local fees and taxes. On a going
forward basis, Mr. Tay has orally agreed to take responsibility for all
expenses incurred by the Company, without interest or further compensation or
consideration, provided that he is an officer and director of the Company when
the obligation is incurred. Therefore, the Company will have expenses but Mr.
Tay will pay for such expenses in his personal capacity.
William Tay is involved in other business activities and may, in the
future, become involved in other business opportunities that become available.
Mr. Tay may face a conflict in selecting between the Company and his other
business interests. The Company has not formulated a policy for the resolution
of such conflicts.
We utilize the office space and equipment of our stockholder at no cost.
Management estimates such amounts to be immaterial.
Given our small size and limited financial resources, we had not adopted
formal policies and procedures for the review, approval or ratification of
transactions, such as those described above, with our sole executive officer,
director and shareholder. However, we intend to adopt a related party
transaction policy in the future.
16
Except as otherwise indicated herein, there have been no other related
party transactions, or any other transactions or relationships required to be
disclosed pursuant to Item 404 and Item 407(a) of Regulation S-K.
CORPORATE GOVERNANCE AND DIRECTOR INDEPENDENCE.
The Company has not:
* established its own definition for determining whether its
directors and nominees for directors are "independent" nor has it
adopted any other standard of independence employed by any national
securities exchange or inter-dealer quotation system, though our
current director would not be deemed to be "independent" under any
applicable definition given that he is an officer of the Company; nor
* established any committees of the board of directors.
Given the nature of the Company's business, its limited stockholder base
and the current composition of management, the board of directors does not
believe that the Company requires any corporate governance committees at this
time. The board of directors takes the position that management of a target
business will establish committees that will be suitable for its operations
after the Company consummates a business combination.
As of the date hereof, the entire board serves as the Company's audit
committee.
ITEM 8. LEGAL PROCEEDINGS.
There are presently no material pending legal proceedings to which the
Company is a party or as to which any of its property is subject, and no such
proceedings are known to the Company to be threatened or contemplated against
it.
ITEM 9. MARKET PRICE OF AND DIVIDENDS ON THE COMPANY'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS.
(a) Market Information.
The Company's common stock does not trade, nor is it admitted to
quotation, on any stock exchange or other trading facility. Management has no
present plan, proposal, arrangement or understanding with any person with
regard to the development of a trading market in any of our securities. We
cannot assure you that a trading market for our common stock will ever develop.
The Company has not registered its class of common stock for resale under the
blue sky laws of any state and current management does not anticipate doing so.
The holders of shares of common stock, and persons who may desire to purchase
shares of our common stock in any trading market that might develop in the
future, should be aware that significant state blue sky law restrictions may
exist which could limit the ability of stockholders to sell their shares and
limit potential purchasers from acquiring our common stock.
The Company is not obligated by contract or otherwise to issue any
securities and there are no outstanding securities which are convertible into
or exchangeable for shares of our common stock. All outstanding shares of our
common stock are "restricted securities," as that term is defined under Rule
144 promulgated under the Securities Act of 1933, because they were issued in a
private transaction not involving a public offering. Accordingly, none of the
outstanding shares of our common stock may be resold, transferred, pledged as
collateral or otherwise disposed of unless such transaction is registered under
the Securities Act of 1933 or an exemption from registration is available. In
connection with any transfer of shares of our common stock other than pursuant
to an effective registration statement under the Securities Act of 1933, the
Company may require the holder to provide to the Company an opinion of counsel
to the effect that such transfer does not require registration of such
transferred shares under the Securities Act of 1933.
17
Rule 144 is not available for the resale of securities initially issued
by companies that are, or previously were, shell companies, like us, unless the
following conditions are met:
* the issuer of the securities that was formerly a shell company
has ceased to be a shell company;
* the issuer of the securities is subject to the reporting
requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934;
* the issuer of the securities has filed all Exchange Act reports
and material required to be filed, as applicable, during the
preceding 12 months (or such shorter period that the issuer was
required to file such reports and materials), other than Current
Reports on Form 8-K; and
* at least one year has elapsed from the time that the issuer
filed current comprehensive disclosure with the SEC reflecting its
status as an entity that is not a shell company.
Neither the Company nor its officer and director has any present plan,
proposal, arrangement, understanding or intention of selling any unissued or
outstanding shares of common stock in the public market subsequent to a
business combination. Nevertheless, in the event that a substantial number of
shares of our common stock were to be sold in any public market that may
develop for our securities subsequent to a business combination, such sales may
adversely affect the price for the sale of the Company's common stock
securities in any such trading market. We cannot predict what effect, if any,
market sales of currently restricted shares of common stock or the availability
of such shares for sale will have on the market prices prevailing from time to
time, if any.
(b) Holders.
As of April 30, 2009, there was one (1) record holder of an aggregate of
31,340,000 shares of our Common Stock issued and outstanding.
(c) Dividends.
The Company has not paid any cash dividends to date and does not
anticipate or contemplate paying dividends in the foreseeable future. It is the
present intention of management to utilize all available funds for the
development of the Company's business.
(d) Securities Authorized for Issuance under Equity Compensation Plans.
None.
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES.
Since inception, the Company has issued and sold the following
securities without the benefit of registration under the Securities Act of
1933, as amended:
Issuances Pursuant to Section 4(2) of the Securities Act of 1933:
On February 9, 2009, the day of its incorporation, the Company issued an
aggregate of 31,340,000 restricted shares of its common stock to William Tay in
exchange for incorporation fees and annual resident agent fees in the State of
Delaware and developing our business concept and plan.
We relied upon Section 4(2) of the Securities Act of 1933, as amended
for the above issuances. We believed that Section 4(2) was available because:
* None of these issuances involved underwriters, underwriting
discounts or commissions;
* We placed restrictive legends on all certificates issued;
* No sales were made by general solicitation or advertising;
* Sales were made only to accredited investors
18
In connection with the above transactions, we provided the following to
all investors:
* Access to all our books and records.
* Access to all material contracts and documents relating to our
operations.
* The opportunity to obtain any additional information, to the
extent we possessed such information, necessary to verify the
accuracy of the information to which the investors were given access.
The Company's Board of Directors has the power to issue any or all of
the authorized but unissued Common Stock without stockholder approval. The
Company currently has no commitments to issue any shares of common stock.
However, the Company will, in all likelihood, issue a substantial number of
additional shares in connection with a business combination. Since the Company
expects to issue additional shares of common stock in connection with a
business combination, existing stockholders of the Company may experience
substantial dilution in their shares. However, it is impossible to predict
whether a business combination will ultimately result in dilution to existing
shareholders. If the target has a relatively weak balance sheet, a business
combination may result in significant dilution. If a target has a relatively
strong balance sheet, there may be little or no dilution.
ITEM 11. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
AUTHORIZED CAPITAL STOCK
The authorized capital stock of the Company consists of 250,000,000
shares of Common Stock, par value $.0001 per share, of which there are
31,340,000 issued and outstanding, and 20,000,000 shares of Preferred Stock,
par value $.0001 per share, of which none have been designated or issued. The
following summarized the important provisions of the Company's capital stock.
COMMON STOCK
Holders of shares of common stock are entitled to one vote for each
share on all matters to be voted on by the stockholders. Holders of common
stock do not have cumulative voting rights. Holders of common stock are
entitled to share ratably in dividends, if any, as may be declared from time to
time by the Board of Directors in its discretion from funds legally available
therefor. In the event of a liquidation, dissolution or winding up of the
company, the holders of common stock are entitled to share pro rata all assets
remaining after payment in full of all liabilities. All of the outstanding
shares of common stock are fully paid and non-assessable.
Holders of common stock have no preemptive rights to purchase the
Company's common stock. There are no conversion or redemption rights or sinking
fund provisions with respect to the common stock.
PREFERRED STOCK
The Board of Directors is authorized to provide for the issuance of
shares of preferred stock in series and, by filing a certificate pursuant to
the applicable law of Delaware, to establish from time to time the number of
shares to be included in each such series, and to fix the designation, powers,
preferences and rights of the shares of each such series and the
qualifications, limitations or restrictions thereof without any further vote or
action by the shareholders. Any shares of preferred stock so issued would have
priority over the common stock with respect to dividend or liquidation rights.
Any future issuance of preferred stock may have the effect of delaying,
deferring or preventing a change in control of our Company without further
action by the shareholders and may adversely affect the voting and other rights
of the holders of common stock. At present, we have no plans to neither issue
any preferred stock nor adopt any series, preferences or other classification
of preferred stock.
19
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 our stockholders, 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 stock exchange rules. We have no
present plans to issue any preferred stock.
The description of certain matters relating to the securities of the
Company is a summary and is qualified in its entirety by the provisions of the
Company's Certificate of Incorporation and By-Laws, copies of which have been
filed as exhibits to this Form 10.
DIVIDENDS
Dividends, if any, will be contingent upon the Company's revenues and
earnings, if any, capital requirements and financial conditions. The payment of
dividends, if any, will be within the discretion of the Company's Board of
Directors. The Company presently intends to retain all earnings, if any, for
use in its business operations and accordingly, the Board of Directors does not
anticipate declaring any dividends prior to a business combination.
TRADING OF SECURITIES IN SECONDARY MARKET
The Company presently has 31,340,000 shares of common stock issued and
outstanding, all of which are "restricted securities," as that term is defined
under Rule 144 promulgated under the Securities Act, in that such shares were
issued in private transactions not involving a public offering.
Following a business combination, a target company will normally wish to
list its common stock for trading in one or more United States markets. The
target company may elect to apply for such listing immediately following the
business combination or at some later time.
In order to qualify for listing on the Nasdaq SmallCap 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
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
SmallCap 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 shareholders.
If, after a business combination, we do not meet the qualifications for
listing on the Nasdaq SmallCap Market, we may apply for quotation of our
securities on OTC Bulletin Board. In certain cases we may elect to have our
securities initially quoted in the "pink sheets" published by the Pink Sheets,
LLC.
RULES 504, 505 AND 506 OF REGULATION D
The Commission is of the opinion that Rule 504 of Regulation D regarding
exemption for limited offerings and sales of securities not exceeding
$1,000,000 is not available to blank check companies. However, Rules 505 and
506 of Regulation D are available.
20
We have considered the possible need and intend to issue shares prior to
any business combination relying on the exemption provided under Regulation D
of The Securities Act of 1933 as the need arises to complete a business
combination, to retain a consultant, finder or other professional to locate and
investigate a potential target company or for any other requirement we deem
necessary and in the interest of our shareholders. We do not intend to conduct
a registered offering of our securities at this time. We have taken no action
in furtherance of any offering of any securities at this time as our only
activities since inception have been limited to organizational efforts,
obtaining initial financing, and preparing a registration statement on Form 10
to file with the Securities and Exchange Commission.
TRANSFER AGENT
It is anticipated that Holladay Stock Transfer, Inc., Scottsdale,
Arizona will act as transfer agent for the Company's common stock. However, the
Company may appoint a different transfer agent or act as its own until a merger
candidate can be identified.
(B) DEBT SECURITIES. NONE.
(C) OTHER SECURITIES TO BE REGISTERED. NONE.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses including attorneys' fees, judgments, fines and
amounts paid in settlement in connection with various actions, suits or
proceedings, whether civil, criminal, administrative or investigative other
than an action by or in the right of the corporation, a derivative action, if
they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, if they had no reasonable cause to believe their
conduct was unlawful. A similar standard is applicable in the case of
derivative actions, except that indemnification only extends to expenses
including attorneys' fees incurred in connection with the defense or settlement
of such actions and the statute requires court approval before there can be any
indemnification where the person seeking indemnification has been found liable
to the corporation. The statute provides that it is not exclusive of other
indemnification that may be granted by a corporation's certificate of
incorporation, bylaws, agreement, a vote of stockholders or disinterested
directors or otherwise.
The Company's Certificate of Incorporation provides that it will
indemnify and hold harmless, to the fullest extent permitted by Section 145 of
the Delaware General Corporation Law, as amended from time to time, each person
that such section grants us the power to indemnify.
The Delaware General Corporation Law permits a corporation to provide in
its certificate of incorporation that a director of the corporation shall not
be personally liable to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability for:
- any breach of the director's duty of loyalty to the corporation or
its stockholders;
- acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;
- payments of unlawful dividends or unlawful stock repurchases or
redemptions; or
- any transaction from which the director derived an improper personal
benefit.
The Company's Certificate of Incorporation provides that, to the fullest
extent permitted by applicable law, none of our directors will be personally
liable to us or our stockholders for monetary damages for breach of fiduciary
duty as a director. Any repeal or modification of this provision will be
21
prospective only and will not adversely affect any limitation, right or
protection of a director of our company existing at the time of such repeal or
modification.
ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
We set forth below a list of our audited financial statements included
in this Registration Statement on Form 10*.
(i) Balance Sheet as of April 30, 2009.
(ii) Statement of Operations for the period from inception (February 9,
2009) through April 30, 2009.
(iii) Statement of Changes in Stockholders' Equity (Deficit) for the
period from inception (February 9, 2009) through April 30, 2009.
(iv) Statement of Cash Flows for the period from inception (February 9,
2009) through April 30, 2009.
(v) Notes to Financial Statements.
*The financial statements follows page 20 to this Registration Statement on
Form 10.
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
There are not and have not been any disagreements between the Company
and its accountants on any matter of accounting principles, practices or
financial statement disclosure.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
The financial statements included in this Registration Statement on Form
10 are listed in Item 13 and commence following page 20.
(b) Exhibits.
Exhibit
Number Description
- ------ -----------
3.1 Certificate of Incorporation*
3.2 By-Laws*
3.3 Specimen Stock Certificate*
10.0 Share Issuance Letter Agreement between Mr. Tay and Winrock
International, Inc.
- -------------
*Indicates exhibit was previously filed.
22
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
Date: July 28, 2009
Winrock International, Inc.
By: /s/ William Tay
-----------------------------------
William Tay
President and Director
Principal Executive Officer
Principal Financial Officer
23
WINROCK INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
AS OF APRIL 30, 2009
AND FOR THE PERIOD FROM FEBRUARY 9, 2009
(DATE OF INCEPTION) TO APRIL 30, 2009
CONTENTS
Financial Statements PAGE*
- -------------------- ----
Report of Independent Registered Public Accounting Firm F-1
Balance Sheet as of April 30, 2009 F-2
Statement of Operations for the period from inception
(February 9, 2009) through April 30, 2009. F-3
Statement of Changes in Stockholders' Equity (Deficit)
for the period from inception (February 9, 2009) through
April 30, 2009 F-4
Statement of Cash Flows for the period from inception
(February 9, 2009) through April 30, 2009. F-5
Notes to Financial Statements F-6
24
STAN J.H. LEE, CPA
2160 NORTH CENTRAL RD SUITE 203 * FORT LEE T NJ 07024
P.O. BOX 436402 * SAN YSIDRO * CA 92143-9402
619-623-7799 T FAX 619-564-3408
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
Winrock International, Inc.
(A Development Stage Company)
We have audited the accompanying balance sheet of Winrock International, Inc.
(a development stage company) as of April 30, 2009 and the related statements
of operation, changes in shareholders' equity and cash flows for the period
from February 9, 2009 (inception) to April 30, 2009. 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 the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An 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 Winrock International, Inc. as
of April 30, 2009, and the results of its operation and its cash flows for the
period from February 9, 2009 (inception) to April 30, 2009 in conformity with
U.S. generally accepted accounting principles.
The financial statements have been prepared assuming that the Company will
continue as a going concern. As discussed in Note 3 to the financial
statements, the Company's losses from operations raise substantial doubt about
its ability to continue as a going concern. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
/s/ Stan J.H. Lee, CPA
- --------------------------------------
Stan J.H. Lee, CPA
Fort Lee, NJ 07024
May 20, 2009
Registered with the Public Company Accounting Oversight Board
Member of New Jersey Society of Certified Public Accountants
25
Winrock International, Inc.
(A Development Stage Company)
Balance Sheet
As of
April 30,
2009
------------
ASSETS
Current Assets
Cash $ --
------------
Total Current Assets --
------------
TOTAL ASSETS $ --
============
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities $ --
------------
Total Current Liabilities --
------------
TOTAL LIABILITIES --
Stockholders' Equity (Deficit)
Preferred stock, ($.0001 par value, 20,000,000
shares authorized; none issued and outstanding.) --
Common stock ($.0001 par value, 250,000,000
shares authorized; 31,340,000 shares issued and
outstanding as of April 30, 2009) 3,134
Deficit accumulated during development stage (3,134)
------------
Total Stockholders' Equity (Deficit) --
TOTAL LIABILITIES &
STOCKHOLDERS' EQUITY (DEFICIT)
------------
$ --
============
See Notes to Financial Statements
26
Winrock International, Inc.
(A Development Stage Company)
Statement of Operations
February 9, 2009
(Inception)
through
April 30,
2009
----------
Revenues
Revenues $ --
----------
Total Revenues --
General & Administrative Expenses
Organization and related expenses 3,134
----------
Total General & Administrative Expenses 3,134
----------
Net Loss $ (3,134)
==========
Basic loss per share $ (0.00)
==========
Weighted average number of
common shares outstanding 31,340,000
==========
See Notes to Financial Statements
27
Winrock International, Inc.
(A Development Stage Company)
Statement of Changes in Stockholders' Equity (Deficit)
From February 9, 2009 (inception) through April 30, 2009
Deficit
Accumulated
Common Common Additional During
Stock Stock Paid-in Development
Amount Capital Stage Total
---------- ---------- ---------- ----------- ----------
February 9, 2009 (inception)
Shares issued for services
at $.0001 per share 31,340,000 $ 3,134 $ -- $ -- $ 3,134
Net loss, April 30, 2009 (3,134) (3,134)
---------- ---------- ---------- ----------- ----------
Balance, April 30, 2009 31,340,000 $ 3,134 $ -- $ (3,134) $ --
========== ========== ========== =========== ==========
See Notes to Financial Statements
28
Winrock International, Inc.
(A Development Stage Company)
Statement of Cash flows
February 9, 2009
(Inception)
through
April 30,
2009
------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (3,134)
------------
Net cash provided by (used in) operating activities (3,134)
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash provided by (used in) investing activities --
------------
CASH FLOWS FROM FINANCING ACTIVITIES
Common stock issued to founder for services rendered 3,134
------------
Net cash provided by (used in) financing activities 3,134
------------
Net increase (decrease) in cash --
Cash at beginning of year --
------------
Cash at end of year $ --
============
NONCASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued to founder for services rendered $ 3,134
============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid $ --
============
Income taxes paid $ --
============
See Notes to Financial Statements
29
WINROCK INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD FROM FEBRUARY 9, 2009 (INCEPTION) TO APRIL 30, 2009
NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
Winrock International, Inc. (the "Company"), a development stage company, was
incorporated under the laws of the State of Delaware on February 9, 2009 and
has been inactive since inception. The Company intends to serve as a vehicle to
effect an asset acquisition, merger, exchange of capital stock or other
business combination with a domestic or foreign business.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION - DEVELOPMENT STAGE COMPANY
The Company has not earned any revenue from operations. Accordingly, the
Company's activities have been accounted for as those of a "Development Stage
Company" as set forth in Financial Accounting Standards Board Statement No. 7
("SFAS 7"). Among the disclosures required by SFAS 7 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.
ACCOUNTING METHOD
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a fiscal year ending on December 31.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles 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 period. In
the opinion of management, all adjustments necessary in order to make the
financial statements not misleading have been included. Actual results could
differ from those estimates.
CASH EQUIVALENTS
The Company considers all highly liquid investments with maturity of three
months or less when purchased to be cash equivalents.
INCOME TAXES
Income taxes are provided in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS 109), Accounting for Income Taxes. A deferred tax
asset or liability is recorded for all temporary differences between financial
and tax reporting and net operating loss carryforwards. Deferred tax expense
(benefit) results from the net change during the year of deferred tax assets
and liabilities. Deferred tax assets are reduced by a valuation allowance when,
in the opinion of management, it is more likely than not that some portion of
all of the deferred tax assets will be realized. Deferred tax assets and
liabilities are adjusted for the effects of changes in tax laws and rates on
the date of enactment. There were no current or deferred
30
WINROCK INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD FROM FEBRUARY 9, 2009 (INCEPTION) TO APRIL 30, 2009
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
income tax expenses or benefits due to the Company not having any material
operations for period ended April 30, 2009.
BASIC EARNINGS (LOSS) PER SHARE
In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share", which
specifies the computation, presentation and disclosure requirements for
earnings (loss) per share for entities with publicly held common stock. SFAS
No. 128 supersedes the provisions of APB No. 15, and requires the presentation
of basic earnings (loss) per share and diluted earnings (loss) per share. The
Company has adopted the provisions of SFAS No. 128 effective February 9, 2009
(inception).
Basic net loss per share amounts is computed by dividing the net income by the
weighted average number of common shares outstanding. Diluted earnings per
share are the same as basic earnings per share due to the lack of dilutive
items in the Company.
STOCK-BASED COMPENSATION
The Company recognizes the services received or goods acquired in a share-based
payment transaction as services are received or when it obtains the goods as an
increase in equity or a liability, depending on whether the instruments granted
satisfy the equity or liability classification criteria [FAS-123(R), par.5].
A share-based payment transaction with employees is measured base on the fair
value (or, in some cases, a calculated or intrinsic value) of the equity
instrument issued. If the fair value of goods or services received in a share-
based payment with non-employees is more reliably measurable than the fair
value of the equity instrument issued, the fair value of the goods or services
received shall be used to measure the transaction. Conversely, if the fair
value of the equity instruments issued in a share-based payment transaction
with non-employees is more reliably measurable than the fair value of the
consideration received, the transaction is measured at the fair value of the
equity instruments issued [FAS-123(R), par.7].
The cost of services received from employees in exchange for awards of share-
based compensation generally is measured at the fair value of the equity
instruments issued or at the fair value of the liabilities incurred. The fair
value of the liabilities incurred in share-based transactions with employees is
remeasured at the end of each reporting period until settlement [FAS-123(R),
par.10].
Share-based payments awarded to an employee of the reporting entity by a
related party or other holder of an economic interest in the entity as
compensation for services provided to the entity are share-based transactions
to be accounted for under FAS-123(R) unless the transfer is clearly for a
purpose other than compensation for services to the reporting entity. The
substance of such a transaction is that the economic interest holder makes a
capital contribution to the reporting entity and that entity makes a share-
based payment to its employee in exchange for services rendered [FAS-123(R),
par.11].
IMPACT OF NEW ACCOUNTING STANDARDS
The Company does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on the Company's results of
operations, financial position, or cash flow.
31
WINROCK INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD FROM FEBRUARY 9, 2009 (INCEPTION) TO APRIL 30, 2009
NOTE 3. GOING CONCERN
The Company's financial statements are prepared using accounting principles
generally accepted in the United States of America applicable to a going
concern that contemplates the realization of assets and liquidation of
liabilities in the normal course of business. The Company has not established
any source of revenue to cover its operating costs. The Company will engage in
very limited activities without incurring any liabilities that must be
satisfied in cash until a source of funding is secured. The Company will offer
noncash consideration and seek equity lines as a means of financing its
operations. If the Company is unable to obtain revenue producing contracts or
financing or if the revenue or financing it does obtain is insufficient to
cover any operating losses it may incur, it may substantially curtail or
terminate its operations or seek other business opportunities through strategic
alliances, acquisitions or other arrangements that may dilute the interests of
existing stockholders.
NOTE 4. SHAREHOLDER'S EQUITY
Upon formation, the Board of Directors issued 31,340,000 shares of common stock
to the founding shareholder in exchange for incorporation fees of $89, annual
resident agent fees in the State of Delaware for $50, and developing the
Company's business concept and plan valued at $2,995 to a total sum of $3,134.
The stockholders' equity section of the Company contains the following classes
of capital stock as of April 30, 2009:
* Common stock, $ 0.0001 par value: 250,000,000 shares authorized;
31,340,000 shares issued and outstanding
* Preferred stock, $ 0.0001 par value: 20,000,000 shares
authorized; but not issued and outstanding.
32
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
3.1 Certificate of Incorporation*
3.2 By-Laws*
3.3 Specimen Stock Certificate*
10.0 Share Issuance Letter Agreement between Mr. Tay and Winrock
International, Inc.
- -------------
*Indicates exhibit was previously filed.
33