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EX-32 - Sherwood Acquisition Corpex32sherk0311.txt
EX-31 - Sherwood Acquisition Corpexh31q10shercfo.txt
EX-31 - Sherwood Acquisition Corpexh31q10sherpres.txt

               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549
                          FORM 10-Q

(Mark One)

[X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934

      For the quarterly period ended June 30, 2011

                OR

[  ]  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 		000-54145

                     SHERWOOD ACQUISITION CORPORATION
           (Exact name of registrant as specified in its charter)

            Delaware                             27-3567960
    (State or other jurisdiction of           (I.R.S. Employer
     incorporation or organization)          Identification No.)


                   Room 3404, Jia Ye Guo Mao Mansion
                      No.99 West YanLing Road
              Changzhou City, JiangSu Province, China

            (Address of Principal Executive Offices)


                   (011)  86-519-86810903
                  _______________________
              (Registrant's Telephone Number)



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.
                                                       Yes  X    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" 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 a smaller reporting company)


Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
                                               Yes  X     No

Indicate the number of shares outstanding of each of the issuer's
classes of stock, as of the latest practicable date.


     Class                   Outstanding at June 30, 2011

Common Stock, par value $0.0001               20,000,000

Documents incorporated by reference:            None



FINANCIAL STATEMENTS Balance Sheets as of June 30, 2011 and December 31, 2010 F-1 Statements of Operations for the Three Months and Six Months Ended June 30, 2011 and 2010 and for the Period from July 19, 2010 (Inception) to June 30, 2011 F-2 Statement of Changes in Stockholders' Equity for the Period from July 19, 2010 (Inception) to June 30, 2011 F-3 Statements of Cash Flows for the Six Months Ended June 30, 2011 and for the Period from July 19, 2010 to June 30, 2011 F-4 Notes to Financial Statements F5-F8
SHERWOOD ACQUISITION CORPORATION (A Development Stage Company) BALANCE SHEETS ASSETS June 30, December 31, 2011 2010 --------- ------------ (Unaudited) Current Assets Cash $ 2,000 $ 2,000 ---------- ---------- TOTAL ASSETS $ 2,000 $ 2,000 ========== ========== STOCKHOLDERS' EQUITY Stockholders' Equity Preferred stock, $0.0001 par value, 20,000,000 shares authorized; None outstanding $ - $ - Common Stock, $0.0001 Par Value, 100,000,000 Shares Authorized; 20,000,000 Shares Issued and Outstanding 2,000 2,000 Additional paid-in capital 1,250 1,250 Deficit accumulated during the development stage (1,250) (1,250) ---------- ---------- Total Stockholders' Equity (2,000) 2,000 ---------- ---------- TOTAL STOCKHOLDERS' EQUITY $ 2,000 $ 2,000 ========== ========== See accompanying notes to financial statements F-1
SHERWOOD ACQUISITION CORPORATION (A Development Stage Company) STATEMENT OF OPERATIONS Three months Six months For the Period Ended Ended from July 19, 2010 June 30, June 30, (Inception) to 2011 2011 June 30, 2011 ------------ ----------- -------------- (Unaudited) (Unaudited) (Unaudited) Sales - net $ - $ - $ - Cost of sales - - - ------------ ----------- -------------- Gross profit - - - ------------ ----------- -------------- Operating Expenses - - 1,250 ------------ ----------- -------------- Net loss $ - $ - $ (1,250) ============ =========== ============== Loss per Share - basic and diluted $ - $ - ============ =========== Weighted Average Shares - 20,000,000 20,000,000 basic and diluted ============ =========== See accompanying notes to financial statements F-2
SHERWOOD ACQUISITION CORPORATION (A Development Stage Company) STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED) Deficit Total Additional Accumulated Stock- Common Stock Paid-In During the holders' Shares Amount Capital Development Stage Equity ---------- --------- --------- ---------------- --------- Balance, July 19, 2010 (Inception) - $ - $ - $ - $ - Shares issued for cash 20,000,000 2,000 - - 2,000 Expenses paid by stockholders - - 1,250 - 1,250 Net Loss - - - (1,250) (1,250) ---------- --------- --------- -------------- --------- Balance, December 31, 2010 20,000,000 $ 2,000 $ 1,250 $ (1,250) $ 2,000 ---------- --------- --------- ------------- ---------- Net loss - - - - - ---------- --------- --------- ------------- ---------- Balance, June 30, 2011 20,000,000 $ 2,000 $ 1,250 $ (1,250) $ 2,000 ========== ========= ========== ============= ========== See accompanying notes to financial statements F-3
SHERWOOD ACQUISITION CORPORATION (A Development Stage Company) STATEMENTS OF CASH FLOWS ------------------------ For the Period from Six Months July 19, 2010 Ended June 30, (Inception) to 2011 June 30, 2011 (Unaudited) (Unaudited) -------------- ---------------- OPERATING ACTIVITIES Net loss $ - $ (1,250) --------------- ----------------- Net cash used in operating activities - (1,250) --------------- ----------------- FINANCING ACTIVITIES Proceeds from issuance of common stock - 2,000 Proceeds from stockholders' additional paid-in capital - 1,250 --------------- ----------------- Net Cash provided by financing activities - 3,250 --------------- ----------------- Net change in cash - 2,000 Cash,beginning of period 2,000 - --------------- ---------------- Cash,end of period $ 2,000 $ 2,000 =============== ================ See accompanying notes to financial statements F-4
Sherwood Acquisition Corporation (A Development Stage Company) Notes to Financial Statements NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT POLICIES NATURE OF OPERATIONS Sherwood Acquisition Corporation ("Sherwood" or "the Company") was incorporated on July 19, 2010 under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. Sherwood 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. Sherwood will attempt to locate and negotiate with a business entity for the combination of that target company with Sherwood. 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 Sherwood will be successful in locating or negotiating with any target company. Sherwood 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 selected December 31 as its fiscal year end. 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. F-5 Sherwood Acquisition Corporation (A Development Stage Company) Notes to Financial Statements NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT POLICIES (CONTINUED) 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. LOSS PER COMMON SHARE Basic loss per common shares excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share reflects 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 June 30, 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 approximate their fair values because of the short maturity of these instruments. F-6 Sherwood Acquisition Corporation (A Development Stage Company) Notes to Financial Statements NOTE 2 - GOING CONCERN The Company has sustained operating losses since inception of the Company on July 19, 2010. Additionally, the Company has total stockholders' deficit of $1,250 at June 30, 2011. The Company also has a net loss from operations of $1,250 for the period from inception to June 30, 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 Sherwood Acquisition Corporation. Tiber Creek Corporation, a company affiliated with management, will pay all expenses incurred by Sherwood until a business combination is effected, without repayment. There is no assurance that Sherwood 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. NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS In December 2010, the FASB issued ASU 2010-29, Disclosure of Supplementary Pro Forma Information for Business Combinations. This proposed ASU reflects the consensus-for-exposure in EITF Issue No. 10-G, "Disclosure of Supplementary Pro Forma Information for Business Combinations." The Amendments in this proposed ASU specify that if a public entity presents comparative financial statements, the entity would 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 ASU would also expand the supplemental pro forma disclosures under Codification Topic 805, Business Combinations, to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination. This proposed ASU would be effective prospectively for business combinations that are consummated on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. Early adoption would be permitted. The adoption of this ASU did not have a material impact to our financial statements. The new disclosures and clarifications of existing disclosures are effective F-7 Sherwood Acquisition Corporation (A Development Stage Company) Notes to Financial Statements NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED) now, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The Company does not expect the adoption of this ASU to have a material impact on its financial statements. In May 2011, the Financial Accounting Standards Board ("FASB") issued a new accounting standard on fair value measurements that clarifies the application of existing guidance and disclosure requirements, changes certain fair value measurement principles and requires additional disclosures about fair value measurements. The standard is effective for interim and annual periods beginning after December 15, 2011. Early adoption is not permitted. The Company does not expect the adoption of this accounting guidance to have a material impact on its consolidated financial statements and related disclosures. NOTE 4 - RELATED PARTY TRANSACTIONS On July 19, 2010, the Company issued 20,000,000 common shares to its sole director and officer 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 August 15, 2011, the date the financial statements were available to be issued: Change in Control On July 20, 2011 the following events occurred which resulted in a change of control of the Company. 1. The Company redeemed an aggregate of 19,800,000 of the 20,000,000 shares of outstanding stock at a redemption price of $.0001 per share for an aggregate redemption price of $1,980. 2. New officers and directors were appointed and elected and the prior officers and directors resigned. The Company anticipates that it may enter into a business combination with a Chinese manufacturing company to be selected. The Company will not make a decision on any such possible combination until it receives the financial report of any such possible target company and management has the opportunity to review and evaluate the report. F-8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Sherwood Acquisition Corporation ("Sherwood") was incorporated on July 19, 2010 under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. Sherwood has been in the developmental stage since inception and its operations to date have been limited to issuing shares to its original shareholders and effecting a change in control. Sherwood 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. Changes in Control On July 20, 2011 the following events occurred which resulted in a change of control of Sherwood: 1. Sherwood redeemed an aggregate of 19,800,000 of the 20,000,000 shares of outstanding stock at a redemption price of $.0001 per share for an aggregate redemption price of $1,980. 2. James M. Cassidy resigned as Sherwood's president, secretary and director and James McKillop resigned as Sherwood's vice president, and director. 3. Peter Tong was elected to the board of directors of the Registrant. Peter H, Tong, 59, serves as the director and officer of the Registrant. Mr. Tong received from Bachelor Science degree in Business Administration from National Chengchi University in 1976. From 1992 to 1996 Mr. Tong served as Senior Vice President, Union Charter Bancorp, a full service mortgage banking company; from 1996 to 1998 Mr. Tong served as Executive Vice President of Founders Bancorp; from 1998 to 2001, he served as the Chief Operative Officer, Union Charter Bancorp; from 2001 to 2005 Mr. Tong was a Financial Consultant for Schmidt Financial Concept (China); and from 2006 to the present, Mr. Tong as been an economic development consultant for the Sichuan Industrial Commercial Union. On July 20, 2011, the following persons were appointed to the offices appearing next to their name: Peter Tong Chief Executive Officer Yue-Zhong Yuan Treasurer Business Plan Sherwood has an agreement with Tiber Creek Corporation which provided assistance in becoming a public reporting company by assisting in effecting the change of control and will assist it in the preparation and filing of a registration statement to be filed with the Securities and Exchange Commission and the introduction to brokers and market makers. As of June 30, 2011, Sherwood has not generated revenues and has no income or cash flows from operations since inception. The continuation of the Company as a going concern is dependent upon financial support from its stockholders, its ability to obtain necessary equity financing to continue operations, and to successfully negotiate a business combination and locate a potential target company for a business combination. The most likely target companies are those seeking the perceived benefits of a reporting corporation. Sherwood anticipates that it may enter into a business combination with a Chinese manufacturing company to be selected. 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. In analyzing prospective business opportunities, Sherwood 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 Sherwood to search for and enter into potential business opportunities. Sherwood will not make a decision on any such possible combination until it receives the financial report of any such possible target company and management has the opportunity to review and evaluate the report. ITEM 3. Quantitative and Qualitative Disclosures About Market Risk. Information not required to be filed by Smaller reporting companies. ITEM 4. Controls and Procedures. Disclosures 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 period covered by this report under the supervision and with the participation of the Company's then principal executive officer (who was also the principal financial officer). 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, processed, summarized and reported, within the time periods specified in the Commission's rules and forms. 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 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. This Quarterly Report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this Quarterly Report. The change in control of the Company and the financial reporting occurred after the period covered by this report. Changes in Internal Controls There was no change in the Company's internal control over financial reporting that was identified in connection with such evaluation that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. PART II -- OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS There are no legal proceedings against the Company and the Company is unaware of such proceedings contemplated against it. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS During the past three years, Sherwood has issued 20,000,000 common shares pursuant to Section 4(2) of the Securities Act of 1933 for an aggregate purchase price of $2,000: On July 19, 2010, Sherwood issued the following shares of its common stock: Name Number of Shares Consideration Tiber Creek Corporation 10,000,000 $1,000 MB Americus LLC 10,000,000 $1,000 Sherwood redeemed an aggregate of 19,800,000 of the above-issued 20,000,000 shares of outstanding stock at a redemption price of $.0001 per share for an aggregate redemption price of $1,980. On July 21, 2011 Sherwood issued 19,800,000 shares of its common stock pursuant to Section 4(2) of the Securities Act of 1933 for services provided to the Corporation to the following shareholders in the following amounts representing 99% of the total outstanding 20,000,000 shares of common stock: Guo-Xiang Gu 14,000,000 Yue-Zhong Yuan 3,000,000 Zhi-Jian Wu 1,000,000 En-Long Pan 900,000 Peter H Tong 900,000 ITEM 3. DEFAULTS UPON SENIOR SECURITIES Not applicable. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not applicable. ITEM 5. OTHER INFORMATION (a) Not applicable. (b) Item 407(c)(3) of Regulation S-K: During the quarter covered by this Report, there have not been any material changes to the procedures by which security holders may recommend nominees to the Board of Directors. ITEM 6. EXHIBITS (a) Exhibits 31 Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32 Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 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. SHERWOOD ACQUISITION CORPORATION By:___________________________ Peter Tong, Chief Executive Officer By:___________________________ Yue-Zhong Yuan, Treasurer Dated: August 23, 2011