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Show all filings for LIGHTWOOD ACQUISITION CORP | Request a Trial to NEW EDGAR Online Pro

Form 10-Q for LIGHTWOOD ACQUISITION CORP


10-Aug-2012

Quarterly Report


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Lightwood Acquisition Corporation ("Lightwood") was incorporated on December 13, 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. Lightwood 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 on Form 10 with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 as amended on January 27, 2012 to register its class of common stock. Lightwood 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 president of Lightwood 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. In order to become a trading company, Tiber Creek Corporation my recommend that a company file a registration statement, most likely on Form S-1, following a business combination with the target company.

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 Lightwood. Lightwood 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 Lightwood, 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 Lightwood, usually at par.

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.

In analyzing prospective business opportunities, Lightwood 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 Lightwood to search for and enter into potential business opportunities.

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.

Lightwood has, and will continue to have, no capital with which to provide the owners of business entities with any cash or other assets. However, Lightwood offers owners of acquisition candidates the opportunity to acquire a controlling ownership interest in a reporting company.

As of June 30, 2012, Lightwood has not generated revenues and has no income or cash flows from operations since inception. The continuation of Lightwood as a going concern is dependent upon financial support from its stockholders, its ability to obtain necessary equity financing to continue operations, to successfully locate and negotiate with a business entity for the combination of that target company with Lightwood. Tiber Creek Corporation will pay all expenses incurred by Lightwood until a change in control is effected, without repayment.

On June 28, 2012, Tiber Creek Corporation entered into an agreement with Greenpro Resources Corporation which agreement includes the use of a reporting company, most likely Lightwood Acquisition Corporation.

Pursuant to the agreement, shares of each of the two current shareholders will be redeemed leaving each such original shareholder with 250,000 shares of common stock. The current directors will resign and new officers and directors will be appointed. Greenpro Resources Corporation will be issued shares of common stock as designated by it.

The change in control has not yet occurred and a Form 8-K will be filed when such change does occur.

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