Attached files
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| EX-32.1 - CERTIFICATIONS - Triple Dragon Acquisition Corp. | f10q1210ex32i_tripledragon.htm |
| EX-31.1 - CERTIFICATIONS - Triple Dragon Acquisition Corp. | f10q1210ex31i_tripledragon.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2010
OR
o 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 000-54029
TRIPLE DRAGON ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
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Nevada
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27-2236450
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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100 Vaughan Street
Portland, Maine
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04102
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code (207) 653-2260
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.001 per share
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o
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.
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o (Do not check if a smaller reporting company)
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Smaller reporting company x
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes x No o
As of February 14, 2011, there were 100,000 shares of Common Stock, par value $0.001 per share, issued and outstanding.
TRIPLE DRAGON ACQUISITION CORP.
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Pages
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Part I
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FINANCIAL INFORMATION
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Item 1.
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Financial Statements
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Balance Sheets as of December 31, 2010 and March 31, 2010 (unaudited)
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F-1
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Statements of Operations for the Three and Nine Months Ended December 31, 2010 and from Inception (March 25, 2010) to December 31, 2010 (unaudited)
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F-2
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Statements of Cash Flows for the nine months ended December 31, 2010 and from Inception (March 25, 2010) to December 31, 2010 (unaudited)
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F-3
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Notes to Financial Statements (unaudited)
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F-4
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Item 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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1
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Item 3.
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Quantitative and Qualitative Disclosures about Market Risk
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3
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Item 4.
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Controls and Procedures
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3
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Part II
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OTHER INFORMATION
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Item 1.
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Legal Proceedings
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4
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Item 1A.
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Risk Factors
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4
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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4
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Item 3.
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Defaults Upon Senior Securities
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4
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Item 5.
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Other Information
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4
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Item 6.
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Exhibits
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4
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Signatures
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5
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Item 1. Financial Statements.
TRIPLE DRAGON ACQUISITION CORP.
(A Development Stage Company)
BALANCE SHEETS
(Unaudited)
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December 31,
2010
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March 31,
2010
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ASSETS
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Current Assets
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Cash
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$ | 6,884 | $ | - | ||||
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Subscriptions receivable
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- | 30,000 | ||||||
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TOTAL ASSETS
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$ | 6,884 | $ | 30,000 | ||||
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LIABILITIES AND STOCKHOLDERS' EQUITY
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LIABILITIES
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Current Liabilities
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Accounts payable
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$ | 2,750 | $ | 1,325 | ||||
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TOTAL LIABILITIES
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2,750 | 1,325 | ||||||
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STOCKHOLDERS' EQUITY:
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Preferred stock, $.001 par value per share,
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10,000,000 shares authorized; 0 shares issued and
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outstanding at December 31, 2010 and March 31, 2010
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- | - | ||||||
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Common stock, $.001 par value per share,
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100,000,000 shares authorized; 100,000 shares issued
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and outstanding at December 31, 2010 and March 31, 2010
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100 | 100 | ||||||
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Additional paid-in capital
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39,900 | 29,900 | ||||||
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Deficit accumulated in the development stage
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(35,866 | ) | (1,325 | ) | ||||
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TOTAL STOCKHOLDERS' EQUITY
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4,134 | 28,675 | ||||||
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
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$ | 6,884 | $ | 30,000 | ||||
The accompanying notes are an integral part of these financial statements
F-1
TRIPLE DRAGON ACQUISITION CORP.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
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March 25, 2010
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Three Months
Ended
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Nine Months
Ended
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(Inception)
through |
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December 31,
2010
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December 31,
2010
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December 31,
2010
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REVENUES
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$ | - | $ | - | $ | - | ||||||
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OPERATING EXPENSES
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4,512 | 34,541 | 35,866 | |||||||||
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NET LOSS
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$ | (4,512 | ) | $ | (34,541 | ) | $ | (35,866 | ) | |||
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Net loss per share - basic and diluted
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$ | (0.05 | ) | $ | (0.35 | ) | ||||||
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Weighted average shares
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outstanding - basic and diluted
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100,000 | 100,000 | ||||||||||
The accompanying notes are an integral part of these financial statements
F-2
TRIPLE DRAGON ACQUISITION CORP.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
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March 25, 2010
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Nine Months
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(Inception)
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Ended
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through
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December 31,
2010
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December 31,
2010
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CASH FLOWS FROM OPERATING ACTIVITIES:
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Net loss
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$ | (34,541 | ) | $ | (35,866 | ) | ||
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Adjustments to reconcile net loss to net cash used in operating activities:
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Changes in operating assets and liabilities:
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Accounts payable
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1,425 | 2,750 | ||||||
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NET CASH USED IN OPERATING ACTIVITIES
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(33,116 | ) | (33,116 | ) | ||||
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CASH FLOWS FROM FINANCING ACTIVITIES:
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Capital contribution
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10,000 | 10,000 | ||||||
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Proceeds from issuance of common stock
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30,000 | 30,000 | ||||||
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NET CASH PROVIDED BY FINANCING ACTIVITIES
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40,000 | 40,000 | ||||||
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INCREASE IN CASH
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6,884 | 6,884 | ||||||
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CASH - BEGINNING OF PERIOD
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- | - | ||||||
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CASH - END OF PERIOD
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$ | 6,884 | $ | 6,884 | ||||
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
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Cash paid for income taxes
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$ | - | ||||||
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Cash paid for interest
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$ | - | ||||||
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SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES:
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None
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The accompanying notes are an integral part of these financial statements
F-3
TRIPLE DRAGON ACQUISITION CORP.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Note 1 – Organization, Nature of Operations and Basis of Presentation
Triple Dragon Acquisition Corp. (“Triple Dragon” or the “Company”) was incorporated on March 25, 2010 as a Nevada corporation. The Company is a blank check shell company with no current business activity and whose purpose is to seek out and attract partners for possible merger or acquisition.
The accompanying unaudited financial statements of Triple Dragon have been prepared in accordance with generally accepted accounting principles used in the United States of America and the rules of the Securities and Exchange Commission with the instructions to Form 10-Q. Accordingly, they do not include all information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of financial position and results of operations for the interim periods presented have been included. Operating results for the three-month and nine-month periods ended December 31, 2010 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2011. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal year 2010 as reported in Form 10 have been omitted. For further information, refer to the financial statements and footnotes thereto included in the Company’s Report on Form 10 for the period ended March 31, 2010, filed with the Securities and Exchange Commission (the “SEC”) on July 1, 2010, as amended on August 6, 2010 and on September 20, 2010.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expense during the period. Actual results could differ from those estimates.
Subsequent Events
The Company evaluated events subsequent to December 31, 2010 through the date of the financial statements were issued and no items required additional disclosure.
Note 2 – Going Concern
As reflected in the accompanying financial statements, the Company has an accumulated deficit of $35,866, and a net loss for the three-month and nine-month periods ended December 31, 2010 of $4,512 and $34,541, respectively. Also, the Company currently does not have any business activities to generate funds for its own operations. These factors raise substantial doubt about our ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent on its ability to raise additional capital and implement its business plan. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.
Note 3 – Stockholders’ Equity
On March 25, 2010 (inception), the Company’s three directors, including the Company’s President, subscribed to an aggregate of 100,000 common shares at a price of $0.30 per share.
F-4
On April 27, 2010, the Company issued a total of 45,000 common shares under the March 25, 2010 subscription to its President, who is also a founder and a director, at a price of $0.30 per share, for aggregate cash proceeds of $13,500.
On June 10, 2010, the Company issued to its two other directors a total of 45,000 and 10,000 common shares under the March 25, 2010 subscription for cash proceeds of $13,500 and $3,000, respectively, at a price of $0.30 per share.
During the quarter ended December 31, 2010, the Company received additional capital contributions from its three directors in the amount of $10,000.
F-5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis summarizes the significant factors affecting our results of operations, financial condition and liquidity position for the nine months ended December 31, 2010. These financial statements should be read in conjunction with the financial statements of the Company for the fiscal year ended March 31, 2010. The following discussion and analysis contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements.
Forward-Looking Statements
Forward-looking statements in this Quarterly Report on Form 10-Q, including without limitation, statements related to our plans, strategies, objectives, expectations, intentions and adequacy of resources, and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that such forward-looking statements involve risks and uncertainties including without limitation the following: (i) our plans, strategies, objectives, expectations and intentions are subject to change at any time at our discretion; (ii) our plans and results of operations will be affected by our ability to manage growth and competition; and (iii) other risks and uncertainties indicated from time to time in our filings with the Securities and Exchange Commission (“SEC”).
In some cases, you can identify forward-looking statements by terminology such as ‘‘may,’’ ‘‘will,’’ ‘‘should,’’ ‘‘could,’’ ‘‘expects,’’ ‘‘plans,’’ ‘‘intends,’’ ‘‘anticipates,’’ ‘‘believes,’’ ‘‘estimates,’’ ‘‘predicts,’’ ‘‘potential,’’ or ‘‘continue’’ or the negative of such terms or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of such statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We are under no duty to update any of the forward-looking statements after the date of this Report.
Overview
Triple Dragon Acquisition Corp. (“we,” “us,” “our,” the “Company” or the “Registrant”) was incorporated in the State of Nevada on March 25, 2010. Since inception, the Company has been engaged in organizational efforts and obtaining initial financing. 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. The Company selected March 31 as its fiscal year end.
(b) 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 Securities 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 Exchange 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 it is subject to those requirements.
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. The Company’s 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 its potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.
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The analysis of new business opportunities will be undertaken by or under the supervision of our officers and directors. As of this date, the Company has not entered into any definitive agreement with any party, nor have there been any specific discussions with any potential business combination candidates regarding business opportunities for the Company. The Registrant has unrestricted flexibility in seeking, analyzing and participating in potential business opportunities. In its efforts to analyze potential acquisition targets, the Registrant will consider the following kinds of factors:
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Potential for growth, indicated by new technology, anticipated market expansion or new products;
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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;
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Strength and diversity of management, either in place or scheduled for recruitment;
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Capital requirements and anticipated availability of required funds, to be provided by the Registrant or from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources;
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The cost of participation by the Registrant as compared to the perceived tangible and intangible values and potentials;
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The extent to which the business opportunity can be advanced;
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The accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items; and
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Other relevant factors.
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Results of Operations for the nine month period ending December 31, 2010
Revenues. We had no revenues for the nine months ended December 31, 2010. We are in the formation stage as our business was formed near the end of the fiscal year and no revenue activities have yet begun.
Operating expenses We incurred $34,541 in operating expenses, including professional fees and general administrative costs, during the nine months ended December 31, 2010.
Liquidity and Capital Resources
As of December 31, 2010, the Company’s cash on hand was $6,884.
Cash provided by financing activities for the nine months ended December 31, 2010 was $40,000 which has been used to fund the initial costs to start the Company. The Company received cash proceeds from three directors’ initial investments.
Recent Accounting Pronouncements
The Company does not expect the adoption of any other recently issued accounting pronouncements to have a significant effect on its financial position or results of operations.
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Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Not applicable.
We carried out an evaluation, under the supervision and with the participation of our management, including our President/Chief Executive Officer/Chief Financial Officer of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the ‘‘Exchange Act’’). Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based upon our evaluation, our President/Chief Executive Officer/Chief Financial Officer concluded that our disclosure controls and procedures are not effective, as of December 31, 2010, in ensuring that material information that we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms.
The Company is currently engaged in the review, documentation and remediation of its disclosure controls and procedures. Once the Company is engaged in a business of merit and has sufficient personnel available, then our Board of Directors, in particular and in connection with the previously reported deficiencies, will establish the following remediation measures:
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We will appoint additional personnel to assist with the preparation of the Company’s financial statements; which will allow for proper segregation of duties, as well as additional manpower for proper documentation.
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Our Board of Directors will appoint a member of management to act as the secondary authorized signatory on the Company’s bank account; to decrease the likelihood of misappropriation of the Company’s assets.
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Changes in Internal Control over Financial Reporting
There were no changes in our system of internal controls over financial reporting during the nine months ended December 31, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
From time to time, the Company may become involved in litigation relating to claims arising out of its operations in the normal course of business. We are not involved in any pending legal proceeding or litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we are a party or to which any of our properties is subject, which would reasonably be likely to have a material adverse effect on the Company.
ITEM 1A. RISK FACTORS.
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None.
There were no reportable events under this Item 3 during the quarterly period ended December 31, 2010.
ITEM 4. RESERVED AND REMOVED.
ITEM 5. OTHER INFORMATION.
On December 6, 2010, Triple Dragon Acquisition Corp. entered into a definitive letter of intent (“Letter of Intent”) with Henan Xintian Real Estate Co., Ltd., a company organized under the laws of the People’s Republic of China (“Xintian”). Pursuant to the Letter of Intent, Xintian shall appoint the Company as its exclusive shell provider (“Exclusive Shell Provider”) in assisting Xintian or its affiliates in going public in the United States. Services to be provided by the Company shall include identifying a Form 10 shell company for Xintian, assisting with the reverse merger between Xintian and the Form 10 shell company, and financing for the post-merger entities. In exchange, Xintian agrees to reimburse the Company for the travel and hotel expenses incurred in performing its duties under the Letter of Intent.
ITEM 6. EXHIBITS.
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Exhibit No.
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Description
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10.1
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Definitive Letter of Intent*
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31.1
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Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002;
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32.1
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Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002;
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* A copy of the Letter of Intent referred to herein was filed on December 10, 2010 as Exhibit 10.1 to the Current Report on Form 8-K.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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TRIPLE DRAGON ACQUISITION CORP.
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Date: February 14, 2011
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By:
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/s/ Samuel May
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Samuel May
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President, Chief Executive Officer and Chief Financial Officer
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