SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2011
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 000-54545
SILVERWOOD ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 00-0000000
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
215 Apolena Avenue, Newport Beach, CA 92662
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: 202/387-5400
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock, $.0001 par value per share
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act
[ ] Yes [ X ] No
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act.
[ ] Yes [ X ] No
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
[ X ] Yes [ ] No
Indicate by check mark whether the registrant has submitted electronically
and posted on its corporate Website, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (Section 232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the reistrant was required to submit
and post such files).
[ X ] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (Section 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form
10-K.
[ X ] Yes [ ] No
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of "large accelerated
filer", "accelerated filer", "non-accelerated filer", and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large Accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [ X ]
(do not check if smaller reporting company)
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
[ X ] Yes [ ] No
State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at
which the common equity was last sold, or the average bid and asked
price of such common equity, as of the last business day of the
registrant's most recently completed second fiscal quarter.
$ 0
Indicate the number of shares outstanding of each of the registrant's
classes of common stock as of the latest practicable date.
Class Outstanding at
December 31, 2011
Common Stock, par value $0.0001 20,000,000
Documents incorporated by reference: None
PART I
Item 1. Business
Silverwood Acquisition Corporation ("Silverwood" or the "Company")
was incorporated on September 21, 2011 under the laws of the State of
Delaware to engage in any lawful corporate undertaking, including, but not
limited to, selected mergers and acquisitions. Silverwood has been in the
developmental stage since inception and its operations to date have been
limited to issuing shares to its original shareholders and filing a
registration statement. Silverwood has been formed to provide a method
for a foreign or domestic private company to become a reporting company
with a class of securities registered under the Securities Exchange Act
of 1934.
The Company registered its common stock on a Form 10
registration statement filed pursuant to the Securities Exchange
Act of 1934 (the "Exchange Act") and Rule 12(g) thereof. The
Company files with the Securities and Exchange Commission periodic
and current reports under Rule 13(a) of the Exchange Act, including
quarterly reports on Form 10-Q and annual reports Form 10-K.
The Company has no employees and two officers, directors and
shareholders.
The president of Silverwood is the president, director and
shareholder of Tiber Creek Corporation. Tiber Creek Corporation assists
companies in becoming public reporting companies and with introductions
to the financial community. To become a public company, Tiber Creek
Corporation may recommend that a company file a registration statement,
most likely on Form S-1, or alternatively that a company first effect a
business combination with Silverwood and then subsequently file a
registration statement. A company may choose to effect a business
combination with Silverwood before filing a registration statement as such
method may be an effective way to obtain exposure to the brokerage
community.
Tiber Creek will typically enter into an agreement with the target
company for assisting it to become a public reporting company and for the
preparation and filing of a registration statement and the introduction to
brokers and market makers. The target company pays Tiber Creek
Corporation for such services. Such services include, if appropriate, the
use of Silverwood. Silverwood will only be used as part of such process
and is not offered for sale. If the target company chooses to enter into
business combination with Silverwood, the registration statement will be
prepared after such business combination. The terms of a business
combination may provide for redemption of all or part of their stock in
Silverwood, usually at par.
A combination will normally take the form of a merger, stock-for-stock
exchange or stock-for-assets exchange. In most instances the target
company will wish to structure the business combination to be within the
definition of a tax-free reorganization under Section 351 or Section 368
of the Internal Revenue Code of 1986, as amended.
As of December 31, 2011, Silverwood had not generated revenues and had
no income or cash flows from operations since inception. At December 31,
2011, Silverwood had sustained net loss of $1,343 and had accumulated a
deficit of $1,343.
The Company's independent auditors have issued a report raising
substantial doubt about the Company's ability to continue as a going
concern. At present, the Company has no operations and the continuation
of Silverwood as a going concern is dependent upon financial support from
its stockholders, its ability to obtain necessary equity financing to
continue operations and/or to successfully locate and negotiate with a
business entity for the combination of that target company with Silverwood.
Tiber Creek Corporation will pay all expenses incurred by
Silverwood until a business combination is effected, without repayment.
There is no written agreement between Tiber Creek Corporation and
Silverwood. Tiber Creek is owned by James Cassidy and James Cassidy is also
one of the two shareholders and directors of Silverwood. Through
Mr. Cassidy, there is an unwritten understanding that Tiber Creek will
fund the expenses of Silverwood until the consummation of a business
combination. Because of the absence of any on-going operations,
these expenses are anticipated to be relatively low.
There is no assurance that Silverwood will ever be profitable.
Item 2. Properties
The Company has no properties and at this time has no
agreements to acquire any properties. The Company currently uses
the offices of Tiber Creek Corporation at no cost to the Company.
Tiber Creek Corporation has agreed to continue this arrangement until
the Company completes a business combination.
Item 3. Legal Proceedings
There is no litigation pending or threatened by or against the
Company.
Item 4. Mine Safety Disclosures.
Not applicable.
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities
There is currently no public market for the Company's securities.
Following a business combination, a target company will normally
wish to cause the Company's common stock to trade in one or more United
States securities markets. The target company may elect to take the
steps required for such admission to quotation following the business
combination or at some later time.
At such time as it qualifies, the Company may choose to apply for
quotation of its securities on the OTC Bulletin Board.
The OTC Bulletin Board is a dealer-driven quotation service.
Unlike the Nasdaq Stock Market, companies cannot directly apply to be
quoted on the OTC Bulletin Board, only market makers can initiate
quotes, and quoted companies do not have to meet any quantitative
financial requirements. Any equity security of a reporting company not
listed on the Nasdaq Stock Market or on a national securities exchange is
eligible.
As such time as it qualifies, the Company may choose to apply for
quotation of its securities on the Nasdaq Capital Market.
In general there is greatest liquidity for traded securities on
the Nasdaq Capital Market and less on the OTC Bulletin Board. It is
not possible to predict where, if at all, the securities of the Company
will be traded following a business combination.
Since inception, the Company has sold securities which
were not registered as follows:
NUMBER OF
DATE NAME SHARES CONSIDERATION
September 21, 2011 Tiber Creek 10,000,000 $1,000
Corporation (1)
September 21, 2011 MB Americus LLC (2) 10,000,000 $1,000
(1) James M. Cassidy, the president and a director of the Company,
is the sole shareholder and director of Tiber Creek Corporation,
a Delaware corporation, and Mr. Cassidy may be deemed to be the
beneficial owner of the shares of stock owned by Tiber Creek Corporation.
(2) James McKillop is the sole principal of MB Americus LLC, a
California limited liability corporation. Mr. McKillop is deemed to
be the beneficial owner of the shares of stock owned by MB Americus LLC.
Item 6. Selected Financial Data.
There is no selected financial data required to be filed for
a smaller reporting company.
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Silverwood has no operations nor does it currently engage in any
business activities generating revenues. Silverwood's principal
business objective is to achieve a business combination with a target
company.
As of December 31, 2011, Silverwood had not generated revenues and had
no income or cash flows from operations since inception. At December 31,
2011, Silverwood had sustained net loss of $1,343 and had accumulated a
deficit of $1,343.
The Company's independent auditors have issued a report raising
substantial doubt about the Company's ability to continue as a going concern.
At present, the Company has no operations and the continuation of Silverwood
as a going concern is dependent upon financial support from its stockholders,
its ability to obtain necessary equity financing to continue operations
and/or to successfully locate and negotiate with a business entity for the
combination of that target company with Silverwood.
Tiber Creek Corporation will pay all expenses incurred by
Silverwood until a business combination is effected, without repayment.
There is no written agreement between Tiber Creek Corporation and
Silverwood. Tiber Creek is owned by James Cassidy and James Cassidy is also
one of the two shareholders and directors of Silverwood. Through
Mr. Cassidy, there is an unwritten understanding that Tiber Creek will
fund the expenses of Silverwood until the consummation of a business
combination. Because of the absence of any on-going operations,
these expenses are anticipated to be relatively low.
The president of Silverwood is the president, director and
shareholder of Tiber Creek Corporation. Tiber Creek Corporation assists
companies in becoming public reporting companies and with introductions
to the financial community. To become a public company, Tiber Creek
Corporation may recommend that a company file a registration statement,
most likely on Form S-1, or alternatively that a company first effect a
business combination with Silverwood and then subsequently file a
registration statement. A company may choose to effect a business
combination with Silverwood before filing a registration statement as such
method may be an effective way to obtain exposure to the brokerage
community.
Tiber Creek will typically enter into an agreement with the target
company for assisting it to become a public reporting company and for the
preparation and filing of a registration statement and the introduction to
brokers and market makers. The target company pays Tiber Creek
Corporation for such services. Such services include, if appropriate, the
use of Silverwood. Silverwood will only be used as part of such process
and is not offered for sale. If the target company chooses to enter into
business combination with Silverwood, the registration statement will be
prepared after such business combination. The terms of a business
combination may provide for redemption of all or part of their stock in
Silverwood, usually at par.
A combination will normally take the form of a merger, stock-for-stock
exchange or stock-for-assets exchange. In most instances the target
company will wish to structure the business combination to be within the
definition of a tax-free reorganization under Section 351 or Section 368
of the Internal Revenue Code of 1986, as amended.
No assurances can be given that Silverwood will be successful in
locating or negotiating with any target company.
The most likely target companies are those seeking the perceived
benefits of a reporting corporation. Such perceived benefits may include
facilitating or improving the terms on which additional equity financing
may be sought, providing liquidity for incentive stock options or similar
benefits to key employees, increasing the opportunity to use securities
for acquisitions, providing liquidity for shareholders and other factors.
Business opportunities may be available in many different industries and
at various stages of development, all of which will make the task of
comparative investigation and analysis of such business opportunities
difficult and complex.
Tiber Creek Corporation will supervise the search for target companies
as potential candidates for a business combination. Tiber Creek Corporation
will pay all expenses of the Company until such time as a business combination
is effected, without repayment. James M. Cassidy, who is an officer
and a director of the Company, is the sole officer and director and sole
shareholder of Tiber Creek Corporation.
In analyzing prospective business opportunities, Tiber Creek may consider
such matters as the available technical, financial and managerial resources;
working capital and other financial requirements; history of operations, if
any; prospects for the future; nature of present and expected competition;
the quality and experience of management services which may be available
and the depth of that management; the potential for further research,
development, or exploration; specific risk factors not now foreseeable but
which may be anticipated; the potential for growth or expansion; the
potential for profit; the perceived public recognition or acceptance of
products, services, or trades; name identification; and other relevant
factors. This discussion of the proposed criteria is not meant to be
restrictive of the virtually unlimited discretion of the Company to search
for and enter into potential business opportunities.
The search for a target company will not be restricted to any specific
kind of business entities, but may acquire a venture which is in its
preliminary or development stage, which is already in operation, or in
essentially any stage of its business life. It is impossible to predict
at this time the status of any business in which the Company may become
engaged, whether such business may need to seek additional capital, may
desire to have its shares publicly traded, or may seek other perceived
advantages which the Company may offer.
In implementing a structure for a particular business acquisition, the
Company may become a party to a merger, consolidation, reorganization,
joint venture, licensing agreement or other arrangement with another
corporation or entity. On the consummation of a transaction, it is likely
that the present management and shareholders of the Company will no longer
be in control of the Company. In addition, it is likely that the officer
and director of the Company will, as part of the terms of the business
combination, resign and be replaced by one or more new officers and
directors.
It is anticipated that any securities issued in any such
business combination would be issued in reliance upon exemption
from registration under applicable federal and state securities
laws. In some circumstances, however, as a negotiated element of
its transaction, the Company may agree to register all or a part of
such securities immediately after the transaction is consummated or
at specified times thereafter. If such registration occurs, it
will be undertaken by the surviving entity after the Company has
entered into an agreement for a business combination or has
consummated a business combination. The issuance of additional
securities and their potential sale into any trading market which
may develop in the Company's securities may depress the market
value of the Company's securities in the future if such a market
develops, of which there is no assurance.
While the terms of a business transaction to which the Company may
be a party cannot be predicted, it is expected that the parties to the
business transaction will desire to avoid the creation of a taxable event
and thereby structure the acquisition in a tax-free reorganization under
Sections 351 or 368 of the Internal Revenue Code of 1986, as amended.
The Company will participate in a business combination only after the
negotiation and execution of appropriate agreements. Although the terms
of such agreements cannot be predicted, generally such agreements will
require certain representations and warranties of the parties thereto,
will specify certain events of default, will detail the terms of closing
and the conditions which must be satisfied by the parties prior to and
after such closing and will include miscellaneous other terms.
The Board of Directors has passed a resolution which contains
a policy that the Company will not seek a business combination with
any entity in which the Company's officer, director, shareholders
or any affiliate or associate serves as an officer or director or
holds any ownership interest.
2011 Year-End Analysis
The Company has received no income, has had no operations
nor expenses, other than Delaware state fees and accounting fees
as required for incorporation and for the preparation of the
Company's financial statements.
As of December 31, 2011, Silverwood had not generated revenues and had
no income or cash flows from operations since inception. At December 31,
2011, Silverwood had sustained net loss of $1,343 and had accumulated a
deficit of $1,343.
Item 8. Financial Statements and Supplementary Data
The financial statements for the year ended December 31, 2011
are attached hereto.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
There were no changes in or disagreements with accountants on
accounting and financial disclosure for the period covered by this
report.
Item 9A. Controls and Procedures
Pursuant to Rules adopted by the Securities and Exchange Commission.
the Company carried out an evaluation of the effectiveness of the design
and operation of its disclosure controls and procedures pursuant to
Exchange Act Rules. This evaluation was done as of the end of the fiscal
year under the supervision and with the participation of the Company's
principal executive officer (who is also the principal financial officer).
There have been no significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to
the date of the evaluation. Based upon that evaluation, he believes that
the Company's disclosure controls and procedures are effective in gathering,
analyzing and disclosing information needed to ensure that the information
required to be disclosed by the Company in its periodic reports is recorded,
summarized and processed timely. The principal executive officer
is directly involved in the day-to-day operations of the Company.
Management's Report of Internal Control over Financial Reporting
The Company is responsible for establishing and maintaining
adequate internal control over financial reporting in accordance with
the Rule 13a-15 of the Securities Exchange Act of 1934. The Company's
officer, its president, conducted an evaluation of the
effectiveness of the Company's internal control over financial reporting
as of December 31, 2011, based on the criteria establish in Internal
Control Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treaedway Commission. Based on this evaluation,
management concluded that the Company's internal control over financial
reporting was effective as of December 31, 2011, based on those criteria.
A control system can provide only reasonably, not absolute, assurance
that the objectives of the control system are met and no evaluation
of controls can provide absolute assurance that all control issues have
been detected.
Anton & Chia the independent registered public accounting
firm for Silverwood, has not issued an attestation report on the effectiveness
of Silverwood's internal control over financial reporting.
Changes in Internal Control Over Financial Reporting
There have been no changes in the Company's internal controls over
financial reporting during its fourth fiscal quarter that have materially
affected, or are reasonably likely to materially affect, its internal
control over financial reporting.
Item 9B. Other Information
Not applicable.
PART III
Item 10. Directors, Executive Officers, and Corporate Governance;
The Directors and Officers of the Company are as follows:
Name Age Positions and Offices Held
----------------- -----------
James Cassidy 76 President, Secretary, Director
James McKillop 52 Vice President, Director
Management of Silverwood
Silverwood has no full time employees. James Cassidy and James
McKillop are the officers and directors of Silverwood and its indirect
beneficial shareholders. Mr. Cassidy, as president of Silverwood, and Mr.
McKillop as vice president, will allocate a limited portion of time to
the activities of Silverwood without compensation. Potential conflicts may
arise with respect to the limited time commitment by management and the
potential demands of the activities of Silverwood.
There are no agreements or understandings for the officer or
director to resign at the request of another person and the above-
named officer and director is not acting on behalf of nor will act
at the direction of any other person.
Set forth below are the names of the directors and officers of
the Company, all positions and offices with the Company held, the
period during which they have served as such, and the business
experience during at least the last five years:
James Cassidy, Esq., LL.B., LL.M., serves as a director,
president and secretary of Silverwood. Mr. Cassidy received a Bachelor of
Science in Languages and Linguistics from Georgetown University in
1960, a Bachelor of Laws from The Catholic University School of Law in
1963, and a Master of Laws in Taxation from The Georgetown University
School of Law in 1968. From 1963-1964, Mr. Cassidy was law clerk to
the Honorable Inzer B. Wyatt of the United States District Court for the
Southern District of New York. From 1964-1965, Mr. Cassidy was law
clerk to the Honorable Wilbur K. Miller of the United States Court of
Appeals for the District of Columbia. From 1969-1975, Mr. Cassidy was
an associate of the law firm of Kieffer & Moroney and a principal in the
law firm of Kieffer & Cassidy, Washington, D.C. From 1975 to date, Mr.
Cassidy has been a principal in the law firm of Cassidy & Associates, and
its predecessors, specializing in securities law and related corporate and
federal taxation matters. Mr. Cassidy is a member of the bars of the
District of Columbia and the State of New York, and is admitted to
practice before the United States Tax Court and the United States Supreme
Court. Silverwood believes Mr. Cassidy to have the business experience
necessary to serve as a director of Silverwood as it seeks to enter into a
business combination. As a lawyer involved in business transactions and
securities matters, Mr. Cassidy has had ample experience in evaluating
companies and management, understanding business plans, assisting in
capital raising and determining corporate structure and objectives.
James McKillop serves as a director and vice president of
Silverwood. Mr. McKillop began his career at Merrill Lynch. Mr. McKillop
has also been involved in financial reporting and did a daily stock market
update for KPCC radio in Pasadena, California. Mr. McKillop is the founder
of MB Americus LLC which specializes in consulting and public relations.
Mr. McKillop has provided consulting services to Tiber Creek Corporation
for more than five years. Mr. McKillop has written articles for various
publications on financial matters. He has been a past member of the World
Affairs Council. Mr. McKillop received his Bachelor of Arts in Economics
in 1984 from the University of California at Los Angeles. With his
background in financial and securities matters, Silverwood believes Mr.
McKillop to have experience and knowledge that will serve Silverwood in
seeking, evaluating and determining a suitable target company.
There are no agreements or understandings for the above-named
officers or directors to resign at the request of another person and the
above-named officers and directors are not acting on behalf of nor will
act at the direction of any other person.
Recent Blank Check Companies
James Cassidy, the president and a director of Silverwood and
James McKillop, vice president and a director of Silverwood, are involved
with other existing blank check companies, and in creating additional
similar companies. The initial business purpose of each of these
companies was or is to engage in a business combination with an
unidentified company or companies and each were or will be classified
as a blank check company until completion of a business combination.
The information summarizes the blank check companies with
which Mr. Cassidy and/or Mr. McKillop is or has been involved in the
past five years which filed a registration statement on Form 10 or Form
10-SB. In most instances that a business combination is transacted with
one of these companies, it is required to file a Current Report on Form
8-K describing the transaction. Reference is made to the Current Report
on Form 8-K filed for any company listed below and for additional
detailed information concerning the business combination entered
into by that company.
James M. Cassidy, the president and a director of Silverwood and
James McKillop, vice president and a director of Silverwood, are involved
with other existing blank check companies, and in creating additional
similar companies. The initial business purpose of each of these
companies was or is to engage in a business combination with an
unidentified company or companies and each were or will be classified
as a blank check company until completion of a business combination.
The information summarizes the blank check companies with
which Mr. Cassidy and/or Mr. McKillop is or has been involved in the
past five years which filed a registration statement on Form 10 or Form
10-SB. In most instances that a business combination is transacted with
one of these companies, it is required to file a Current Report on Form
8-K describing the transaction. Reference is made to the Current Report
on Form 8-K filed for any company listed below and for additional
detailed information concerning the business combination entered
into by that company.
Cabinet Acquisition Corporation: Form 10-SB filed on 8/28/2000,
file number 0-31398. Mr. Cassidy was the sole indirect beneficial
shareholder, officer and director of the corporation. On October 8,
2009, the corporation effected a change in control with the redemption
of stock and the issuance of additional stock and the election of new
directors and appointment of new officers. Mr. Cassidy retained
500,000 shares and resigned from all offices and as a director.
Canistel Acquisition Corporation. Form 10 filed on May 23, 2008,
file number 000-53255. Mr. Cassidy was the sole officer and director
and Mr. McKillop was an employee of the corporation. Mr. Cassidy and
Mr. McKillop were the only shareholders and each was indirect beneficial
shareholder. On December 7, 2010, the corporation filed a form 8-K
noticing the change of control effected on December 3, 2010 with
redemption of 250,000 shares from each of the then two shareholders,
the issuance of additional shares of common stock, the election of new
directors and appointment of new officers. Mr. Cassidy and Mr. McKillop
each retained 250,000 shares. Mr. Cassidy resigned from all offices and
as a director and Mr. McKillop resigned as an employee.
Console Acquisition Corporation: Form 10 filed on May 23, 2008,
file number 000-53257. Mr. Cassidy was the sole officer and director
and Mr. McKillop was an employee of the corporation. Mr. Cassidy and
Mr. McKillop were the only shareholders and each was indirect beneficial
shareholder. On December 22, 2009, the corporation filed a form 8-K
noticing the change of control effected on December 21, 2009 with the
issuance of additional shares of common stock, the election of new
directors and appointment of new officers. Mr. Cassidy and Mr. McKillop
each retained 250,000 shares. Mr. Cassidy resigned from all offices and
as a director and Mr. McKillop resigned as an employee.
Hightower Acquisition Corporation: Form 10 filed on May 23,
2008, file number 000-53258. Mr. Cassidy was the sole officer and
director and Mr. McKillop was an employee of the corporation. Mr.
Cassidy and Mr. McKillop were the only shareholders and each was
indirect beneficial shareholder. On May 12, 2010, the corporation filed
a form 8-K noticing the change of control effected on December 3, 2010
with redemption of 375,000 shares from each of the then two shareholders,
the issuance of additional shares of common stock, the election of new
directors and appointment of new officers. Mr. Cassidy and Mr. McKillop
each retained 125,000 shares. Mr. Cassidy resigned from all offices and
as a director and Mr. McKillop resigned as an employee.
Spinnet Acquisition Corporation: Form 10 filed on May 23, 2008,
file number 000-53256 Mr. Cassidy was the sole officer and director and
Mr. McKillop was an employee of the corporation. Mr. Cassidy and Mr.
McKillop were the only shareholders and each was indirect beneficial
shareholder. On October 5, 2009 the corporation filed a form 8-K noticing
the change of control effected on September 30, 2010 with redemption of
250,000 shares from each of the then two shareholders, the issuance of
additional shares of common stock, the election of new directors and
appointment of new officers. Mr. Cassidy and Mr. McKillop each retained
250,000 shares. Mr. Cassidy resigned from all offices and as a director
and Mr. McKillop resigned as an employee.
Greenmark Acquisition Corporation: Form 10 filed on May 23, 2008,
file number 000-53259. Mr. Cassidy is the sole officer and director
and Mr. McKillop is an employee of the corporation. Mr. Cassidy and Mr.
McKillop are the only shareholders and each is the indirect beneficial
shareholder of 500,000 shares.
Alderwood Acquisition Corporation: Form 10 filed on October 7,
2010, file number 000-54148. Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively, Mr. Cassidy and Mr. McKillop were the only shareholders and
each was indirect beneficial owner of 10,000,000 shares. On July 20, 2011
the corporation filed a Form 8-K noticing the change of control effected
July 15, 2011 with the redemption of 19,800,000 shares of the 20,000,000
shares of outstanding stock, issuance of additional shares of common stock,
the election of new directors and appointment of new officers. Mr. Cassidy
and Mr. McKillop each beneficially retained 100,000 shares of stock.
Messrs. Cassidy and McKillop each resigned from all offices and as
directors. The name of the corporation has been changed to SGreenTech
Group Ltd. and subsequently changed to Pixtel Group Ltd.
Oakwood Acquisition Corporation: Form 10 filed on October 7,
2010, file number 000-54147. Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively, Mr. Cassidy and Mr. McKillop were the only shareholders and
each was indirect beneficial owner of 10,000,000 shares. On December 12,
2011 the corporation filed a Form 8-K noticing the change of control
effected November 30, 2011 with the redemption of 19,500,000 shares of
the 20,000,000 shares of outstanding stock, issuance of additional shares
of common stock, the election of new directors and appointment of new
officers. Mr. Cassidy and Mr. McKillop each beneficially retained 250,000
shares of stock. Messrs. Cassidy and McKillop each resigned from all offices
and as directors. The name of the corporation has been changed to Bristol
Rhace Natural Resource Corporation
Pinewood Acquisition Corporation: Form 10 filed on October 7,
2010, file number 000-54146. Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively, Mr. Cassidy and Mr. McKillop were the only shareholders and
each was indirect beneficial owner of 10,000,000 shares. On June 1,
2011, Pinewood Acquisition Corporation filed a Form 8-K noticing the
change of control effected May 25, 2011 with the redemption of an
aggregate of 19,500,000 of the then 20,000,000 shares of outstanding
common stock, issuance of additional shares of common stock, the
election of new directors and appointment of new officers. Mr. Cassidy
and Mr. McKillop each beneficially retained 250,000 shares of stock.
Messrs. Cassidy and McKillop each resigned from all offices and as
directors. The name of the corporation has been changed to De Yang
International Group Ltd. and subsequently changed to Fun World Media, Inc.
Sherwood Acquisition Corporation: Form 10 filed on October 7,
2010, file number 000-54145. Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively, Mr. Cassidy and Mr. McKillop were the only shareholders and
each was indirect beneficial owner of 10,000,000 shares. On July 22,
2011, Sherwood Acquisition Corporation filed a Form 8-K noticing the
change of control effected July 20, 2011 with the redemption of an
aggregate of 19,800,000 shares of the then 20,000,000 shares of
of outstanding common stock, issuance of additional shares of common
stock, the election of new directors and appointment of new officers.
Mr. Cassidy and Mr. McKillop each beneficially retained 100,000 shares
of stock. Messrs. Cassidy and McKillop each resigned from all offices
and as directors.
Beachwood Acquisition Corporation: Form 10 filed on June 2,
2011, file number 000-54423. Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively, Mr. Cassidy and Mr. McKillop were the only shareholders and
each was indirect beneficial owner of 10,000,000 shares. On August 31,
2011 Beachwood Acquisition Corporation filed a Form 8-K noticing the
change of control effected August 31, 2011 with the redemption of an
aggregate of 18,500,000 shares of the then outstanding 20,000,000 shares
of common stock, issuance of additional shares of common stock, the
election of new directors and appointment of new officers. Mr.
Cassidy and Mr. McKillop each beneficially retained 750,000 shares
of stock. Messrs. Cassidy and McKillop each resigned from all offices
and as directors. The name of the corporation was changed to
BioPharma Manufacturing Solutions Inc.
Boxwood Acquisition Corporation: Form 10 filed on June 2,
2011, file number 000-54424. Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively, Mr. Cassidy and Mr. McKillop were the only shareholders and
each was indirect beneficial owner of 10,000,000 shares. On November 1,
2011 Boxwood Acquisition Corporation filed a Form 8-K noticing the
change of control effected October 28, 2011 with the redemption of an
aggregate of 19,500,000 shares of the then outstanding 20,000,000 shares
of common stock, issuance of additional shares of common stock, the
election of new directors and appointment of new officers. Mr.
Cassidy and Mr. McKillop each beneficially retained 250,000 shares
of stock. Messrs. Cassidy and McKillop each resigned from all ofices
and as directors. The name of the corporation was changed to
GreenPower International Group, Ltd.
Cottonwood Acquisition Corporation: Form 10 filed on June 2,
2011, file number 000-54425. Mr. Cassidy and Mr. McKillop were the only
shareholders and each was indirect beneficial owner of 10,000,000 shares.
On November 2, 2011 Cottonwood Acquisition Corporation filed a Form 8-K
noticing the change of control effected October 30, 2011 with the redemption
of an aggregate of 19,700,000 shares of the then outstanding 20,000,000
shares of common stock, issuance of additional shares of common stock, the
election of new directors and appointment of new officers. Mr.
Cassidy and Mr. McKillop each beneficially retained 150,000 shares
of stock. Messrs. Cassidy and McKillop each resigned from all ofices
and as directors. The name of the corporation was changed to
Creative Entertainment Holdings, Inc.
Driftwood Acquisition Corporation: Form 10 filed on June 2,
2011, file number 000-54426. Mr. Cassidy and Mr. McKillop were the only
shareholders and each was indirect beneficial owner of 10,000,000 shares
at the time covered by this report. Subsequent to this period covered
by this report, Driftwood Acquisition Corporation filed a Form 8-K
noticing the change of control effected February 1, 2012 with
the redemption of an aggregate of 19,500,000 shares of the then
outstanding 20,000,000 shares of common stock, issuance of additional
shares of common stock, the election of new directors and appointment
of new officers. Mr. Cassidy and Mr. McKillop each beneficially
retained 250,000 shares of stock. Messrs. Cassidy and McKillop each
resigned from all ofices and as directors. The name of the corporation
was changed to Pivotal Group, Inc.
Moosewood Acquisition Corporation: Form 10 filed on June 2,
2011, file number 000-54427. Mr. Cassidy and Mr. McKillop are both
directors of the corporation and serve as president and vice president,
respectively, Mr. Cassidy and Mr. McKillop are the only shareholders
and each is indirect beneficial owner of 10,000,000 shares.
Amberwood Acquisition Corporation: Form 10 filed on November 8,
2011, file number 000-54541. Mr. Cassidy and Mr. McKillop are both
directors of the corporation and serve as president and vice president,
respectively, Mr. Cassidy and Mr. McKillop are the only shareholders
and each is indirect beneficial owner of 10,000,000 shares.
Bluewood Acquisition Corporation: Form 10 filed on November 8,
2011, file number 000-54542. Mr. Cassidy and Mr. McKillop are both
directors of the corporation and serve as president and vice president,
respectively, Mr. Cassidy and Mr. McKillop are the only shareholders
and each is indirect beneficial owner of 10,000,000 shares.
Rosewood Acquisition Corporation: Form 10 filed on November 8,
2011, file number 000-54544. Mr. Cassidy and Mr. McKillop are both
directors of the corporation and serve as president and vice president,
respectively, Mr. Cassidy and Mr. McKillop are the only shareholders
and each is indirect beneficial owner of 10,000,000 shares.
Yellowwood Acquisition Corporation: Form 10 filed on November 8,
2011, file number 000-54546. Mr. Cassidy and Mr. McKillop are both
directors of the corporation and serve as president and vice president,
respectively, Mr. Cassidy and Mr. McKillop are the only shareholders
and each is indirect beneficial owner of 10,000,000 shares.
Additional companies with which Messrs. Cassidy and McKillop are involved
created subsequent to the period covered by this report:
Bentwood Acquisition Corporation: Form 10 filed on January 27,
2012, file number 000-54590. Mr. Cassidy and Mr. McKillop are both
directors of the corporation and serve as president and vice president,
respectively, Mr. Cassidy and Mr. McKillop are the only shareholders
and each is indirect beneficial owner of 10,000,000 shares.
Hardwood Acquisition Corporation: Form 10 filed on January 27,
2012, file number 000-54591. Mr. Cassidy and Mr. McKillop are both
directors of the corporation and serve as president and vice president,
respectively, Mr. Cassidy and Mr. McKillop are the only shareholders
and each is indirect beneficial owner of 10,000,000 shares.
Lightwood Acquisition Corporation: Form 10 filed on January 27,
2012, file number 000-54592. Mr. Cassidy and Mr. McKillop are both
directors of the corporation and serve as president and vice president,
respectively, Mr. Cassidy and Mr. McKillop are the only shareholders
and each is indirect beneficial owner of 10,000,000 shares.
Roundwood Acquisition Corporation: Form 10 filed on January 27,
2012, file number 000-54593. Mr. Cassidy and Mr. McKillop are both
directors of the corporation and serve as president and vice president,
respectively, Mr. Cassidy and Mr. McKillop are the only shareholders
and each is indirect beneficial owner of 10,000,000 shares.
Timberwood Acquisition Corporation: Form 10 filed on January 27,
2012, file number 000-54594. Mr. Cassidy and Mr. McKillop are both
directors of the corporation and serve as president and vice president,
respectively, Mr. Cassidy and Mr. McKillop are the only shareholders
and each is indirect beneficial owner of 10,000,000 shares.
Conflicts of Interest
The officers and directors of Silverwood have organized and expect to
organize other companies of a similar nature and with a similar purpose.
Consequently, there are potential inherent conflicts of interest. In
addition, insofar as either Mr. Cassidy or Mr. McKillop may be engaged in
other business activities, they may devote only a portion of time to the
affairs of Silverwood.
A conflict may arise with these listed blank check companies which
also seek target companies. It is anticipated that target companies will
be located for Silverwood and other blank check companies in chronological
order of the date of filing of the Form 10 registration statement of such
blank check companies with the Securities and Exchange Commission or,
in the case of blank check companies with the same filing date,
alphabetically.
Other blank check companies may differ from Silverwood 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 other than Silverwood. In such case, a business
combination might be negotiated on behalf of the more suitable or
preferred blank check company.
Mr. Cassidy and/or Mr. McKillop may become associated with
additional blank check companies prior to the time that Silverwood has
effected a business combination.
Mr. Cassidy is the principal of Cassidy & Associates, a securities
law firm. As such, demands may be placed on the time of Mr. Cassidy
which will detract from the amount of time he is able to devote to
Silverwood. Mr. Cassidy intends to devote as much time to the activities
of Silverwood as required. However, should such a conflict arise, there
is no assurance that Mr. Cassidy would not attend to other matters prior
to those of Silverwood.
Mr. Cassidy is the president, sole director and shareholder of
Tiber Creek Corporation, which is a shareholder of Silverwood. At the
time of a business combination, some or all of the shares of common stock
owned by Tiber Creek Corporation may be retired by Silverwood. The
amount of common stock which may be sold or continued to be owned by
Tiber Creek Corporation cannot be determined at this time.
Mr. McKillop is the manager and sole member of MB Americus
LLC which is a shareholder of Silverwood. At the time of a business
combination, some or all of the shares of common stock owned by MB
Americus LLC may be purchased or retired by Silverwood. The amount
of common stock which may be sold or continued to be owned by MB
Americus cannot be determined at this time.
There are no binding guidelines or procedures for resolving
potential conflicts of interest. Failure by management to resolve
conflicts of interest in favor of the Company could result in
liability of management to the Company. However, any attempt by
shareholders to enforce a liability of management to the Company
would most likely be prohibitively expensive and time consuming.
Tiber Creek Corporation will pay all expenses incurred by
Silverwood until a business combination is effected, without repayment.
There is no written agreement between Tiber Creek Corporation and
Silverwood. Tiber Creek is owned by James Cassidy and James Cassidy is
also one of the two shareholders and directors of Silverwood. Through
Mr. Cassidy, there is an unwritten understanding that Tiber Creek will
fund the expenses of Silverwood until the consummation of a business
combination. Because of the absence of any on-going operations,
these expenses are anticipated to be relatively low.
Code of Ethics. The Company has not at this time adopted a
Code of Ethics pursuant to rules described in Regulation S-K. The
Company has two persons who are the only shareholders and who serve as
the directors and officers. The Company has no operations or business and
does not receive any revenues or investment capital. The adoption of an
Ethical Code at this time would not serve the primary purpose of such a
code to provide a manner of conduct as the development, execution and
enforcement of such a code would be by the same persons and only
persons to whom such code applied. Furthermore, because the Company does
not have any activities, there are activities or transactions which would
be subject to this code. At the time the Company enters
into a business combination or other corporate transaction, the current
officers and directors will recommend to any new management that such a
code be adopted. The Company does not maintain an Internet website on
which to post a code of ethics.
Corporate Governance. For reasons similar to those described
above, the Company does not have a nominating nor audit committee of the
board of directors. At this time, the Company consists of two shareholders
who serve as the corporate directors and officers. The Company has no
activities, and receives no revenues. At such time that the Company enters
into a business combination and/or has additional shareholders and a larger
board of directors and commences activities, the Company will propose
creating committees of its board of directors, including both a nominating
and an audit committee. Because there are only two shareholders of the
Company, there is no established process by which shareholders to the
Company can nominate members to the Company's board of directors.
Similarly, however, at such time as the Company has more shareholders and
an expanded board of directors, the new management of the Company may
review and implement, as necessary, procedures for shareholder nomination
of members to the Company's board of directors.
Item 11. Executive Compensation
The Company's officers and directors do not receive any
compensation for services rendered to the Company, nor have they
received such compensation in the past. The officers and directors
are not accruing any compensation pursuant to any agreement with the
Company.
No retirement, pension, profit sharing, stock option or
insurance programs or other similar programs have been adopted by
the Company for the benefit of its employees.
The Company does not have a compensation committee for
the same reasons as described above.
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
The following table sets forth, as of December 31, 2011, each
person known by the Company to be the beneficial owner of five
percent or more of the Company's common stock and the director and
officer of the Company. The Company does not have any compensation
plans and has not authorized any securities for future issuance.
Except as noted, the holder thereof has sole voting and investment
power with respect to the shares shown.
Name and Address Amount of Beneficial Percent of
of Beneficial Owner Ownership Outstanding Stock
James M. Cassidy (1) 10,000,000 50%
215 Apolena Avenue
Newport Beach, CA 92662
James K. McKillop (2) 10,000,000 50%
9454 Wilshire Boulevard
Beverly Hills, California 90212
All Executive Officers and 20,000,000 100%
Directors as a Group (2 Persons)
(1) As the sole shareholder, officer and director of Tiber Creek
Corporation, a Delaware corporation, Mr. Cassidy is deemed to be the
beneficial owner of the shares of common stock of Silverwood owned by
it.
(2) As the sole principal of MB Americus LLC, a California business
entity, Mr. McKillop is deemed to be the beneficial owner of the shares
of Silverwood owned by it.
Item 13. Certain Relationships and Related Transactions and
Director Independence
Silverwood has issued a total of 20,000,000 shares of common stock
pursuant to Section 4(2) of the Securities Act for a total of $2,000
in cash.
James M. Cassidy is president and a director of Silverwood and the sole
officer, director and the shareholder of Tiber Creek Corporation,
which is a 50% shareholder of Silverwood.
James McKillop is vice president and a director of Silverwood and the
sole manager and member of MB Americus LLC, which is a 50% shareholder
of Silverwood.
As the organizers and developers of Silverwood, James M. Cassidy and
James McKillop may be considered promoters. Mr. Cassidy has provided
services to Silverwood without charge consisting of preparing and filing
the charter corporate documents and preparing this registration statement.
Tiber Creek Corporation, a company of which Mr. Cassidy is the sole
director, officer and shareholder, has paid and will continue to pay
all expenses incurred by Silverwood until a business combination is
effected, without repayment. Tiber Creek is a shareholder of Silverwood
and may receive benefits in the future if the company is able to effect
a business combination beneficial to the company.
Silverwood is not currently required to maintain an independent director
as defined by Rule 4200 of the Nasdaq Capital Market nor does it
anticipate that it will be applying for listing of its securities on an
exchange in which an independent directorship is required. It is likely
that neither Mr. Cassidy nor Mr. McKillop would not be considered
independent directors if it were to do so.
Item 14. Principal Accounting Fees and Services.
The Company has no activities, no income and no expenses
except for independent audit and Delaware state fees.
The Company's president has donated his time in preparation and
filing of all state and federal required taxes and reports.
Audit Fees
The aggregate fees incurred for each of the last two years for
professional services rendered by the independent registered public
accounting firm for the audits of the Company's annual financial
statements and review of financial statements included in the Company's
Form 10-K and Form 10-Q reports and services normally provided in
connection with statutory and regulatory filings or engagements were
as follows:
December 31, 2011
-----------------
=======
Audit-Related Fees $ 750
The Company does not currently have an audit committee serving
and as a result its board of directors performs the duties of an audit
committee. The board of directors will evaluate and approve in advance,
the scope and cost of the engagement of an auditor before the auditor
renders audit and non-audit services. The Company does not rely on pre-
approval policies and procedures.
PART IV
Item 15. Exhibits, Financial Statement Schedules
There are no financial statement schedules nor exhibits filed
herewith. The exhibits filed in earlier reports and the Company's
Form 10 are incorporated herein by reference.
FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm 1
Balance Sheet as of December 31, 2011 2
Statement of Operations for the period from September 21, 2011
(Inception) to December 31, 2011 3
Statement of Changes in Stockholders' Equity for the Period
from September 21, 2011 (Inception) to December 31, 2011 4
Statement of Cash Flows for the period from September 21, 2011
(Inception) to December 31, 2011 5
Notes to Financial Statements 6-8
ANTON & CHIA CERTIFIED PUBLIC ACCOUNTANTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Silverwood Acquisition Corporation
We have audited the accompanying balance sheet of Silverwood
Acquisition Corporation (the "Company") as of December 31, 2011, and the
related statements of operations, stockholders' equity and cash flows for
the period from September 21, 2011 (Inception) through December 31, 2011.
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 audits in accordance with standards of the Public
Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audits to obtain reasonable assurance
about whether the financial statements are free of material misstatement.
The Company was not required to have, nor were we engaged to perform, an
audit of its internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of Company's
internal control over financial reporting. Accordingly, we express no such
opinion. 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 audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Company as of
December 31, 2011 and the results of its operations and its cash flows for
the period from September 21, 2011 (Inception) through December 31, 2011,
in conformity with accounting principles generally accepted in the United
States of America.
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has had no revenues and income since
inception. Management's plans concerning these matters are also described
in Note 2, which includes the raising of additional equity financing or merger
with another entity. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
/s/ Anton & Chia LLP
Newport Beach, CA
March 28, 2012
Silverwood Acquisition Corporation
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
As of December 31, 2011
ASSETS
December 31,
2011
-----------------
Current Assets
Cash $ 2,000
-----------------
Total Assets $ 2,000
=================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued liabilities $ 400
-----------------
Total Liabilities $ 400
-----------------
Stockholders' Equity
Preferred stock, $0.0001 par value, $ -
20,000,000 shares authorized; none
outstanding
Common Stock; $0.0001 par value, 2,000
100,000,000 shares authorized;
20,000,000 shares issued and
outstanding
Additional paid-in capital 943
Deficit accumulated during the
development stage (1,343)
-----------------
Total Stockholders' Equity $ 1,600
-----------------
Total Liabilities and
Stockholders' Equity $ 2,000
=================
The accompanying notes are an integral part of these financial statements
2
Silverwood Acquisition Corporation
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
For the Period
from September 21, 2011 (Inception) to December 31, 2011
For the period from
September 21, 2011
(Inception) to
December 31,
2011
-----------------
Operating expenses $ 1,343
-----------------
Net loss $ (1,343)
=================
Loss per share - basic and diluted $ (0.00)
-----------------
Weighted average shares-basic and diluted 20,000,000
-----------------
The accompanying notes are an integral part of these financial statements
3
Silverwood Acquisition Corporation
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the Period from September 21, 2011 (Inception) to December 31, 2011
Deficit
Accumulated
Common Stock Additional During the Total
----------------------- Paid-In Development Stockholders'
Shares Amount Capital Stage Equity
Balance, September 21,
2011 (Inception) - $ - $ - $ - $ -
Common stock issued 20,000,000 2,000 - - 2,000
Additional paid-in
capital - - 943 - 943
Net loss - - - (1,343) (1,343)
========== ======= ======= ========= =========
Balance,
December 31, 2011 20,000,000 $ 2,000 $ 943 $ (1,343) $ 1,600
========== ======= ======= ========= =========
The accompanying notes are an integral part of these financial statements
4
Silverwood Acquisition Corporation
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
For the Period
from September 21, 2011 (Inception) to December 31, 2011
For the period from
September 21, 2011
(Inception) to
December 31, 2011
------------------
OPERATING ACTIVITIES
Net loss $ (1,343)
------------------
Changes in Operating Assets and Liabilities
Accrued liabilities 400
------------------
Cash used in operating activities (943)
------------------
FINANCING ACTIVITIES
Proceeds from issuance of common stock 2,000
Proceeds from stockholders' additional
paid-in capital 943
------------------
Cash provided by financing activities 2,943
------------------
Net increase in cash 2,000
Cash, beginning of period -
------------------
Cash, end of period $ 2,000
==================
The accompanying notes are an integral part of these financial statements
5
Silverwood Acquisition Corporation
(A DEVELOPMENT STAGE COMPANY)
Notes to the Financial Statements
NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT POLICIES
NATURE OF OPERATIONS
Silverwood Acquisition Corporation ("Silverwood" or "the Company")
was incorporated on September 21, 2011 under the laws of the State of
Delaware to engage in any lawful corporate undertaking, including, but not
limited to, selected mergers and acquisitions. Silverwood has been in the
developmental stage since inception and its operations to date have been
limited to issuing shares to its original shareholders and filing this
registration statement. Silverwood will attempt to locate and negotiate with
a business entity for the combination of that target company with
Silverwood. The combination will normally take the form of a merger,
stock-for-stock exchange or stock-for-assets exchange. In most instances the
target company will wish to structure the business combination to be within
the definition of a tax-free reorganization under Section 351 or Section 368
of the Internal Revenue Code of 1986, as amended. No assurances can be
given that Silverwood will be successful in locating or negotiating with any
target company. Silverwood has been formed to provide a method for a
foreign or domestic private company to become a reporting company with a
class of securities registered under the Securities Exchange Act of 1934.
BASIS OF PRESENTATION
The summary of significant accounting policies presented below is designed
to assist in understanding the Company's financial statements. Such financial
statements and accompanying notes are the representations of the Company's
management, who are responsible for their integrity and objectivity. These
accounting policies conform to accounting principles generally accepted in
the United States of America ("GAAP") in all material respects, and have
been consistently applied in preparing the accompanying financial
statements.
USE OF ESTIMATES
The preparation of financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements, and the reported
amounts of revenues and expenses during the reporting periods. Actual
results could differ from those estimates.
CONCENTRATION OF RISK
Financial instruments that potentially subject the Company to concentrations
of credit risk consist principally of cash. The Company places its cash with
high quality banking institutions. From time to time, the Company maintains
cash balances at certain institutions in excess of the Federal Deposit
Insurance Corporation limit.
INCOME TAXES
Under ASC 740, "Income Taxes", deferred tax assets and liabilities are
recognized for the future tax consequences attributable to temporary
differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are
expected to be recovered or settled. Valuation allowances are established
when it is more likely than not that some or all of the deferred tax assets
will not be realized.
6
Silverwood Acquisition Corporation
(A DEVELOPMENT STAGE COMPANY)
Notes to the Financial Statements
NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT POLICIES (CONTINUED)
LOSS PER COMMON SHARE
Basic loss per common shares excludes dilution and is computed by dividing
net income by the weighted average number of common shares outstanding
during the period. Diluted loss per common share reflect the potential
dilution that could occur if securities or other contracts to issue common
stock were exercised or converted into common stock or resulted in the
issuance of common stock that then shared in the loss of the entity.
As of December 31, 2011 there are no outstanding dilutive securities.
FAIR VALUE OF FINANCIAL INSTRUMENTS
FASB ASC 820 "Fair Value Measurements and Disclosures" establishes a three-
tier fair value hierarchy, which prioritizes the inputs in measuring fair
value. The hierarchy prioritizes the inputs into three levels based on the
extent to which inputs used in measuring fair value are observable in the
market.
These tiers include:
Level 1: defined as observable inputs such as quoted prices in
active markets;
Level 2: defined as inputs other than quoted prices in active markets
that are either directly or indirectly observable; and
Level 3: defined as unobservable inputs in which little or no market
data exists, therefore requiring an entity to develop its
own assumptions.
The carrying amounts of financial assets and liabilities, such as cash
and accrued liabilities approximate their fair values because of the short
maturity of these instruments.
Note 2 - GOING CONCERN
The Company has sustained net loss of $1,343 since inception of the
Company on September 21, 2011. Additionally, the Company has
accumulated deficit of $1,343 on December 31, 2011. The Company's
continuation as a going concern is dependent on its ability to generate
sufficient cash flows from operations to meet its obligations, which it
has not been able to accomplish to date, and /or obtain additional
financing from its stockholders and/or other third parties.
These financial statements have been prepared on a going concern basis,
which implies the Company will continue to meet its obligations and continue
its operations for the next fiscal year. The continuation of the Company as
a going concern is dependent upon financial support from its stockholders,
the ability of the Company to obtain necessary equity financing to continue
operations, successfully locating and negotiate with a business entity for
the combination of that target company with the Company.
Tiber Creek Corporation, a company affiliated with management, will pay all
expenses incurred by the Company until a business combination is effected,
without repayment. There is no assurance that the Company will ever be
profitable. The financial statements do not include any adjustments to
reflect the possible future effects on the recoverability and classification
of assets or the amounts and classifications of liabilities that may result
should the Company be unable to continue as a going concern.
7
Silverwood Acquisition Corporation
(A DEVELOPMENT STAGE COMPANY)
Notes to the Financial Statements
NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS (ADOPTED)
In January 2010, FASB issued ASU No. 2010-01- Accounting for
Distributions to Shareholders with Components of Stock and Cash. The
amendments in this update clarify that the stock portion of a distribution
to shareholders that allows them to elect to receive cash or stock with a
potential limitation on the total amount of cash that all shareholders can
elect to receive in the aggregate is considered a share issuance that is
reflected in EPS prospectively and is not a stock dividend for purposes of
applying Topics 505 and 260 (Equity and Earnings Per Share). The
amendments in this update are effective now. The adoption of this ASU did
not have a material impact on our financial statements.
In January 2010, FASB issued ASU No. 2010-06 Improving Disclosures
about Fair Value Measurements. This update provides amendments to
Subtopic 820-10 that requires new disclosure as follows: 1) Transfers in and
out of Levels 1 and 2. A reporting entity should disclose separately the
amounts of significant transfers in and out of Level 1 and Level 2 fair value
measurements and describe the reasons for the transfers. 2) Activity in
Level 3 fair value measurements. In the reconciliation for fair value
measurements using significant unobservable inputs (Level 3), a reporting
entity should present separately information about purchases, sales,
issuances, and settlements (that is, on a gross basis rather than as one net
number). This update provides amendments to Subtopic 820-10 that clarifies
existing disclosures as follows: 1) Level of disaggregation. A reporting
entity should provide fair value measurement disclosures for each class of
assets and liabilities. A class is often a subset of assets or liabilities
within a line item in the statement of financial position. A reporting entity
needs to use judgment in determining the appropriate classes of assets and
liabilities. 2) Disclosures about inputs and valuation techniques. A reporting
entity should provide disclosures about the valuation techniques and inputs
used to measure fair value for both recurring and nonrecurring fair value
measurements. Those disclosures are required for fair value measurements
that fall in either Level 2 or Level 3. The new disclosures and clarifications
of existing disclosures are effective now. The adoption of the ASU's did not
have a material impact on the financial statements.
In December 2010, the FASB issued ASU 2010-29, which contains updated
accounting guidance to clarify the acquisition date that should be used for
reporting pro forma financial information when comparative financial statements
are issued. This update requires that a company should disclose revenue and
earnings of the combined entity as though the business combination(s) that
occurred during the current year had occurred as of the beginning of the
comparable prior annual reporting period only. This update also requires
disclosure of the nature and amount of material, nonrecurring pro forma
adjustments. The adoption of this ASU did not have a material impact on
our financial statements.
In September 2011, the Financial Accounting Standards Board ("FASB") issued
Accounting Standards Update ("ASU") 2011-08, "Intangibles-Goodwill and Other
(Topic 350): Testing Goodwill Impairment" which is intended to simplify
goodwill impairment testing by permitting the assessment of qualitative factors
to determine whether events and circumstances lead to the conclusion that it is
necessary to perform the traditional two-step impairment test. Under this
update, we are not required to calculate the fair value of our reporting units
unless we conclude that it is more likely than not (likelihood of more than
50%) that the carrying value of our reporting units is greater than the fair
value of such units based on our assessment of events and circumstances. This
update is effective for fiscal years beginning after December 15, 2011, with
early adoption permitted. We have adopted the provisions of this update at
the beginning of our fourth quarter. The adoption of this provision did not
have a material impact on our financial statements.
RECENT ACCOUNTING PRONOUNCEMENTS (NOT YET ADOPTED)
In May 2011, the FASB issued ASU 2011-04, "Amendments to Achieve Common Fair
Value Measurement and Disclosure Requirements in U.S. GAAP and International
Financial Reporting Standards (IFRS) of Fair Value Measurement - Topic 820."
ASU 2011-04 is intended to provide a consistent definition of fair value and
improve the comparability of fair value measurements presented and disclosed
in financial statements prepared in accordance with U.S. GAAP and IFRS.
The amendments include those that clarify the FASB's intent about the
application of existing fair value measurement and disclosure requirements,
as well as those that change a particular principle or requirement for
measuring fair value or for disclosing information about fair value
measurements. This update is effective for annual and interim periods
beginning after December 15, 2011. The adoption of this ASU is not
expected to have a material impact on our financial statements.
NOTE 4 STOCKHOLDER'S EQUITY
On September 27, 2011, the Company issued 20,000,000 common shares to
two directors and officers for $2,000 in cash.
NOTE 5 SUBSEQUENT EVENTS
In preparing these financial statements, the Company has evaluated events
and transactions for potential recognition or disclosure through March 28,
2012, the date the financial statements were issued.
8
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto
duly authorized.
SILVERWOOD ACQUISITION CORPORATION
By: /s/ James M. Cassidy
James M. Cassidy, President
Principal executive officer
Dated: March 28, 2012
By: /s/ James M. Cassidy
James M. Cassidy, President
Principal financial officer
Dated: March 28, 2012
Pursuant to the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
NAME OFFICE DATE
/s/ James M. Cassidy Director March 28, 2012
EXHIBIT 32
CERTIFICATION PURSUANT TO SECTION 906
Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, I, the
undersigned officer of Silverwood Acquisition Corporation
(the "Company"), hereby certify to my knowledge that:
The Report on Form 10-K for the year ended December 31,
2011 of the Company fully complies, in all material respects,
with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, and the information contained in the
Report fairly represents, in all material respects, the
financial condition and results of operations of the Company.
A signed original of this written statement required by Section
906 has been provided to the Company and will be retained by
the Company and furnished to the Securities and Exchange
Commission or its staff upon request.
/s/ James Cassidy
Chief Executive Officer
Chief Financial Officer
Date: March 28, 2012
EXHIBIT 31
CERTIFICATION PURSUANT TO SECTION 302
I, James Cassidy, certify that:
1. I have reviewed this Form 10-K of Silverwood Acquisition
Corporation.
2. Based on my knowledge, this report does not contain any
untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present
in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for,
the periods presented in this report;
4. The registrant's other certifying officer(s) and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
a) Designed such disclosure controls and procedures,or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the period
in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally
accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered
by this report based on such evaluations; and
d) Disclosed in this report any change in the registrant's
internal control over financial reporting that occurred
during the registrant's most recent fiscal quarter (the
registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant's internal control
over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed,
based on our most recent evaluation, to the registrant's auditors
and the audit committee of registrant's board of directors (or
persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant's ability
to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal control over financial reporting.
Date: March 28, 2012 /s/ James Cassidy
Chief Executive Officer and
Chief Financial Officer