0001021432-11-000126.txt : 20111115 0001021432-11-000126.hdr.sgml : 20111115 20111115131526 ACCESSION NUMBER: 0001021432-11-000126 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20110930 FILED AS OF DATE: 20111115 DATE AS OF CHANGE: 20111115 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sherwood Acquisition Corp CENTRAL INDEX KEY: 0001502658 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 273567960 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-54145 FILM NUMBER: 111206518 BUSINESS ADDRESS: STREET 1: 215 APOLENA AVENUE CITY: NEWPORT BEACH STATE: CA ZIP: 92662 BUSINESS PHONE: 2023875400 MAIL ADDRESS: STREET 1: 215 APOLENA AVENUE CITY: NEWPORT BEACH STATE: CA ZIP: 92662 10-Q 1 sherwood091110q.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 September30, 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 September 30, 2011 Common Stock, par value $0.0001 20,000,000 Documents incorporated by reference: None FINANCIAL STATEMENTS Balance Sheet as of September 30, 2011 (Unaudited) and December 31, 2010 F-1 Statement of Operations for the Three and Nine Months Ended September 30, 2011 and for the Period from July 19, 2010 (Inception) to September 30, 2011 F-2 Statement of Cash Flows for the Nine Months Ended September 30, 2011 and for the Period from July 19, 2010 (Inception) to September 30, 2011 F-3 Notes to Financial Statements F4-F7 SHERWOOD ACQUISITION CORPORATION (A DEVELOPMENT STAGE COMPANY) BALANCE SHEET ASSETS
September 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 2,250 1,250 Deficit accumulated duringt the development stage (2,250) (1,250) --------- --------- 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 Nine months For the Period Ended Ended from July 19, 2010 September 30, September 30, (Inception) to 2011 2011 September 30, 2011 ------------ ----------- -------------- (Unaudited) (Unaudited) (Unaudited) Sales - net $ - $ - $ - Cost of sales - - - ------------ ----------- -------------- Gross profit - - - ------------ ----------- -------------- Operating Expenses 1,000 1,000 2,250 ------------ ----------- -------------- Net loss $ (1,000) $ (1,000) $ (2,250) ============ =========== ============== Loss per Share - basic and diluted $ (0.00) $ (0.00) ============ =========== Weighted Average Shares - 19,788,043 19,928,571 basic and diluted ============ =========== See accompanying notes to financial statements F-2
SHERWOOD ACQUISITION CORPORATION (A Development Stage Company) STATEMENT OF CASH FLOWS ------------------------ For the Period from Nine Months July 19, 2010 Ended September 30, (Inception) to 2011 September 30, 2011 (Unaudited) (Unaudited) -------------- ---------------- OPERATING ACTIVITIES Net loss $ (1,000) $ (2,250) --------------- ----------------- Cash used in operating activities (1,000) (2,250) --------------- ----------------- FINANCING ACTIVITIES Proceeds from issuance of common stock - 2,000 Proceeds from stockholders' additional paid-in capital 1,000 2,250 --------------- ----------------- Cash provided by financing activities 1,000 2,250 --------------- ----------------- Net increase in cash - 4,250 Cash,beginning of period 2,000 - --------------- ---------------- Cash, end of period $ 2,000 $ 2,000 =============== ================
See accompanying notes to financial statements F-3 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 a 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 These unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto in the Company's Form 10-K filed on March 30, 2011 with the SEC. In preparing these condensed financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the condensed financial statements and the reported amount 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 may maintain cash balances at certain institutions in excess of the Federal Deposit Insurance Corporation limit. F-4 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 share 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 September 30, 2011 there were 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 amount of financial asset approximates its fair value because of the short maturity of the instrument. F-5 Sherwood Acquisition Corporation (A Development Stage Company) Notes to Financial Statements NOTE 2 - GOING CONCERN The Company has sustained operating losses from operations and an accumulated deficit of $2,250 for the period from July 19, 2010 (Inception) through September 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 negotiating 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 Financial Accounting Standards ("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 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 adoption of this guidance did not have a material impact on the Company's financial statements and related disclosures. F-6 Sherwood Acquisition Corporation (A Development Stage Company) Notes to Financial Statements NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED) In May 2011, the 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 financial statements and related disclosures. NOTE 4 - COMMON STOCK On July 19, 2010, the Company issued 20,000,000 common shares to its sole director and officer for $2,000 in cash. On July 20, 2011 the Copany redeemed from its then two shareholders an aggregate of 19,800,000 of its 20,000,000 shares of outstanding stock at a redemptio price of $0.0001 per share for an aggregate redemption price of $1,980. On July 21, 2011, the Company issued 19,800,000 sharese of common stock at a par value of $0.0001 for an aggregate of $1,980 to five new unrelated third party investors resulting in a change of ownership. NOTE 5 SUBSEQUENT EVENTS In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through November 14, 2011, the date the financial statements were available to be issued. F-7 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: Sherwood redeemed an aggregate of 19,800,000 of the 20,000,000 shares of outstanding stock at a redemption price of $0.0001 per share for an aggregate redemption price of $1,980. The then officers and directors of the Company resigned as their offices and as directors. Peter Tong was elected to the board of directors of the Company. 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 September 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 $0.0001 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: November 15, 2011 EX-32 2 ex32sherwood.txt 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 Sherwood Acquisition Corporation (the "Company"), hereby certify to my knowledge that: The Report on Form 10-Q for the quarter ended Septembr 30, 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/ Peter Tong President /s/ Yue-Zhong Yuan Treasurer Date: November 15, 2011 EX-31 3 exh31q10sherwoodtreasurer.txt EXHIBIT 31 CERTIFICATION PURSUANT TO SECTION 302 I, Yue-Zhong Yuan, certify that: 1. I have reviewed this Form 10-Q of Sherwood 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: November 15, 2011 /s/ Yue-Zhong Yuan Treasurer EX-31 4 exh31q10sherwoodpres.txt EXHIBIT 31 CERTIFICATION PURSUANT TO SECTION 302 I, Peter Tong, certify that: 1. I have reviewed this Form 10-Q of Sherwood 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: November 15, 2011 /s/ Peter Tong President