0001021432-12-000017.txt : 20120426
0001021432-12-000017.hdr.sgml : 20120426
20120313175039
ACCESSION NUMBER: 0001021432-12-000017
CONFORMED SUBMISSION TYPE: CORRESP
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20120313
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: Timberwood Acquisition Corp
CENTRAL INDEX KEY: 0001540701
STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: CORRESP
BUSINESS ADDRESS:
STREET 1: 9454 WILSHIRE BOULEVARD
STREET 2: SUITE 612
CITY: BEVERLY HILLS
STATE: CA
ZIP: 90212
BUSINESS PHONE: 202-387-5400
MAIL ADDRESS:
STREET 1: 9454 WILSHIRE BOULEVARD
STREET 2: SUITE 612
CITY: BEVERLY HILLS
STATE: CA
ZIP: 90212
CORRESP
1
filename1.txt
Cassidy & Associates
Attorneys at Law
9454 Wilshire Boulevard
Beverly Hills, California 90212
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Email: CassidyLaw@aol.com
Telephone: 202/387-5400 Fax: 949/673-4525
March 13, 2012
John Reynolds
Assistant Director
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Timberwood Acquisition Corporation
Form 10-12G
File No. 000-54594
Dear Mr. Reynolds:
In response to the Securities and Exchange Commission's letter
of February 23, 2012:
General
1. We note the statement on page F-8 that Tiber Creek will pay
all expenses incurred by you until consummation of a business
combination. It is unclear what agreement covers this and
other relationships between you and Tiber Creek. With a view
to clarifying disclosure in the Form 10 and under Item
601(b)(10) of Regulation S-K, advise us of any agreements
between you and Tiber Creek.
There is no written agreement between Tiber Creek Corporation and
Timberwood Acquistion Corporation (the "Registrant"). As disclosed in the
Form 10, Tiber Creek is owned by James Cassidy and James Cassidy is also
one of the two shareholders and directors of the Registrant. Through
Mr. Cassidy, there is an unwritten understanding that Tiber Creek will
fund the expenses of the Registrant until the consummation of a business
combination. Because of the nature of the Registrant and its absence
of any on-going operations, these expenses are anticipated to be
relatively low.
2. We note the statement on page 26 and elsewhere that resales of
your shares "may be subject to the holding period and other
requirements of Rule 144". With a view to clarifying
disclosure, please advise us fo your understanding regarding
the applicability of Rule 144(i) under the Securities Act of
1933,including the holding period and other restrictions in the
context of your filing and planned business combination.
It is our understanding of Rule 144 that if a company has ever been a
company with "no or nominal assets" or "assets consisting solely of cash
and cash equivalents" (a "shell" company") then the safe harbor provisions
of Rule 144 are not available until one year after the issuer has filed
current Form 10 information and has ceased to be a shell company, is
subject to the reporting requirements of section 13 or 15(d) of the Exchange
Act, and has filed all reports and other materials required to be filed by
section 13 or 15(d) of the Exchange Act, as applicable, during the preceding
12 months.
Sincerely,
Lee W. Cassidy