0001021432-12-000152.txt : 20120810 0001021432-12-000152.hdr.sgml : 20120810 20120810103056 ACCESSION NUMBER: 0001021432-12-000152 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20120630 FILED AS OF DATE: 20120810 DATE AS OF CHANGE: 20120810 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: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-54594 FILM NUMBER: 121023003 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 10-Q 1 timberwood63012q.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, 2012 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 000-54593 IFU ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) TIMBERWOOD ACQUISITION CORPORATION (Former name of registrant as specified in its charter) Delaware 00-0000000 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 67 Parkwood Drive Daly City, California 94015 (Address of principal executive offices) (zip code) 650-392-5151 (Registrant's telephone number, including area code) 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 August 1, 2012 Common Stock, par value $0.0001 20,000,000 Documents incorporated by reference: None FINANCIAL STATEMENTS Balance Sheets as of June 30, 2012 (unaudited) and December 31, 2011 1 Statements of Operations for the Three and Six Months Ended June 30, 2012, and the Period from December 13, 2011 (Inception) to June 30, 2012 (unaudited) 2 Statements of Cash Flows for the Six Months Ended June 30, 2012 and for the Period from December 13, 2011 (Inception) to June 30, 2012 (unaudited) 3 Notes to Financial Statements (unaudited) 4-7 Timberwood Acquisition Corporation (A DEVELOPMENT STAGE COMPANY) BALANCE SHEETS
ASSETS June 30, December 31, 2012 2011 ---------- ------------ (Unaudited) Current assets Cash $ 2,000 $ 2,000 -------- --------- TOTAL ASSETS $ 2,000 $ 2,000 ======== ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accrued liabilities $ - $ 400 --------- ---------- Total liabilities - 400 --------- ---------- Stockholders' Equity Preferred stock, $0.0001 par value 20,000,000 shares authorized; none issued and 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 2,843 943 Accumulated deficit (2,843) (1,343) --------- --------- Total stockholders' equity 2,000 1,600 --------- --------- TOTAL LIABLILITIES AND STOCKHOLDERS' EQUITY $ 2,000 $ 2,000 ========= ========= The accompanying notes are an integral part of these financial statements.
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Timberwood Acquisition Corporation (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF OPERATIONS (unaudited) For the For the period three months For the six from December 13, ended June months ended 2011 (Inception) 30, 2012 June 30, 2012 to June 30, 2012 ---------- ------------- ---------------- Revenues $ - $ - $ - Cost of revenues - - - ---------- ------------- ------------- Gross profit - - - ---------- ------------- ------------- Operating expenses 750 1,500 2,843 ---------- ------------- ------------- Income before tax expense 0 0 0 ---------- ------------- ------------- Income taxes 0 0 0 ---------- ------------- ------------- Net loss $ (750) $ (1,500) $ (2,843) =========== ============= ============= Loss per share - basic and diluted $ (0.00) $ (0.00) =========== ============ Weighted average shares - 19,571,429 19,785,714 basic and diluted ----------- ------------ The accompanying notes are an integral part of these financial statements. 2
Timberwood Acquisition Corporation (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF CASH FLOWS (Unaudited) For the For the Period from six months December 13, 2011 ended June 30, (Inception) to 2012 June 30, 2012 -------------- ---------------- CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (1,500) $ (2,843) Changes in assets and liabilities Accrued liabilities (400) - ------------ ------------ Net cash used in operating activities (1,900) (2,843) ------------ ------------ CASH FLOW FROM FINANCING ACTIVITIES Proceeds from the issuance of common stock 1,950 3,950 Redemption of common stock (1,950) (1,950) Proceeds from stockholders' additional paid-in capital 1,900 2,843 ------------ ------------ Net cash provided by financing activities 1,900 4,843 ------------ ------------ Net increase in cash - 2,000 Cash at beginning of period 2,000 - ------------ ------------ Cash at end of period $ 2,000 $ 2,000 ============ ============
The accompanying notes are an integral part of these financial statements. 3 Timberwood Acquisition Corporation (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS (Unaudited) NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES NATURE OF OPERATIONS Timberwood Acquisition Corporation ("Timberwood" or "the Company") 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. Timberwood has been in the developmental stage since inception and its operations to date have been limited to issuing shares to its original shareholders. Timberwood will attempt to locate and negotiate with a business entity for the combination of that target company with Timberwood. 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 Timberwood will be successful in locating or negotiating with any target company. Timberwood 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. On May 12, 2012, new officers and directors were appointed and elected and the prior officers and directors resigned, resulting in the change of control of the company. BASIS OF PRESENTATION The accompanying unaudited financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") for interim financial information. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying unaudited financial statements include all adjustments, composed of normal recurring adjustments, considered necessary by management to fairly state our results of operations, financial position and cash flows. The operating results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year. These unaudited financial statements should be read in conjunction with the financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2011 (2011 Form 10-K) as filed with the SEC. 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. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of June 30, 2012 and December 31, 2011. 4 Timberwood Acquisition Corporation (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS (Unaudited) 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 June 30, 2012 and December 31, 2011, there are no outstanding dilutive securities. FAIR VALUE OF FINANCIAL INSTRUMENTS The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. The carrying amounts of financial assets and liabilities, such as cash and accrued liabilities approximate their fair values because of the short maturity of these instruments. NOTE 2 - GOING CONCERN The Company has sustained operating losses since inception. It has an accumulated deficit of $2,843 as of June 30, 2012. 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. 5 Timberwood Acquisition Corporation (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS (Unaudited) 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 the Company. The shareholders of the company will pay all expenses incurred by the Company until a business combination is effected, without repayment. There is no assurance that the Company 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 Adopted In May 2011, the FASB issued ASU 2011-04, "Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (IFRS) of Fair Value Measurement Topic 820." ASU 2011-04 is intended to provide a consistent definition of fair value and improve the comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with U.S. GAAP and IFRS. The amendments include those that clarify the FASB's intent about the application of existing fair value measurement and disclosure requirements, as well as those that change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. This update is effective for annual and interim periods beginning after December 15, 2011. The adoption of this ASU did not have a material impact on the company's financial statements. Not Adopted In December 2011, the FASB issued ASU No. 2011-11: Balance Sheet (topic 210): Disclosures about Offsetting Assets and Liabilities, which requires new disclosure requirements mandating that entities disclose both gross and net information about instruments and transactions eligible for offset in the statement of financial position as well as instruments and transactions subject to an agreement similar to a master netting arrangement. In addition, the standard requires disclosure of collateral received and posted in connection with master netting agreements or similar arrangements. This ASU is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Entities should provide the disclosures required retrospectively for all comparative periods presented. We are currently evaluating the impact of adopting ASU 2011-11 on the consolidated financial statements. 6 Timberwood Acquisition Corporation (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS (Unaudited) The FASB issued Accounting Standards Update (ASU) No. 2012-02 Intangibles Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment, on July 27, 2012, to simplify the testing for a drop in value of intangible assets such as trademarks, patents, and distribution rights. The amended standard reduces the cost of accounting for indefinite-lived intangible assets, especially in cases where the likelihood of impairment is low. The changes permit businesses and other organizations to first use subjective criteria to determine if an intangible asset has lost value. The amendments to U.S. GAAP will be effective for fiscal years starting after September 15, 2012. Early adoption is permitted. We are currently evaluating the impact of adopting ASU 2012-02 on the consolidated financial statements. Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future financial statements. NOTE 4 STOCKHOLDER'S EQUITY The Company is authorized to issue 100,000,000 shares of common stock and 20,000,000 shares of preferred stock. As of June 30, 2012, 20,000,000 shares of common stock and no preferred stock were issued and outstanding. On May 12, 2012, the Company redeemed an aggregate of 19,500,000 of the then 20,000,000 shares of its outstanding stock at a redemption price of $0.0001 per share for an aggregate redemption price of $1,950. On May 12, 2012, new officers and directors were appointed and elected and the prior officers and directors resigned. On May 14, 2012, the Company issued 19,500,000 shares of its common stock at par for an aggregate of $1,950 representing 97.5% of the total outstanding 20,000,000 shares of common stock. 7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Timberwood Acquisition Corporation 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. On May 23, 2012 the Company amended its certificate of incorporation to change its name to IFU Acquisition Corporation. The Company 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. The Company 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 former president of the Company 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 may recommend that a company file a registration statement, most likely on Form S-1, following a business combination with the target company. 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. 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. As of June 30, 2012, the Company had not generated revenues and had 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, to successfully locate and negotiate with a business entity for the combination of that target company with the Company. Tiber Creek Corporation will pay all expenses incurred by the Company until a change in control is effected, without repayment. The Company's independent auditors have issued a report raising substantial doubt about the Company's ability to continue as a going concern. At present, the Company has no operations and 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/or to successfully locate and negotiate with a business entity for the combination with a target company. Management plans to use their personal funds to pay all expenses incurred by the Company in 2012. There is no assurance that the Company 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. Change in Control On May 12, 2012, the following events occurred which resulted in a change in control of the Company: The Company redeemed an aggregate of 19,500,000 of the then 20,000,000 shares of its outstanding stock at a redemption price of $0.0001 per share for an aggregate redemption price of $1,950. James Cassidy resigend as a director and the president of the Company. James McKillop resigned as a director and the vice president of the Company. Peter Tong was appointed president of the Company and En Long Pan was appointed treasurer of the Company. The following persons were elected directors of the Company: Chun Hau He Peter Tong En Long Pan Zhi Liang Chen Yu He Xiao Lan Hu San Hai He On May 14, 2012, the Company issued 19,500,000 shares of its common stock at par for an aggregate of $1,950 representing 97.5% of the total outstanding 20,000,000 shares of common stock. ITEM 3. Quantitative and Qualitative Disclosures About Market Risk. Information not required to be filed by Smaller reporting companies. ITEM 4. Controls and Procedures. Evaluation of Disclosure Controls and Procedures. Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 ("Exchange Act"), the Company's management, under the supervision and with the participation of the Chief Operating Officer, and Chief Financial Officer, has evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of June 30, 2012, the end of the period covered by this Quarterly Report on Form 10-Q. Based upon that evaluation, the Chief Operating Officer and Chief Financial Officer concluded that, as of June 30, 2012, the disclosure controls and procedures were not effective. Disclosure controls and procedures means controls and other procedures that are designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange 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 the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to management, including the principal executive and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. The Company's management has identified material weaknesses in its internal control over financial reporting related to the following matters: A lack of sufficient segregation of duties. Specifically, this material weakness is such that the design over these areas relies primarily on defective controls and could be strengthened by adding preventative controls to properly safeguard company assets. A lack of sufficient personnel in the accounting function due to the Company's limited resources with appropriate skills, training and experience to perform certain tasks as it relates to financial reporting. The Company's plan to remediate those material weaknesses remaining is as follows: Improve the effectiveness of the accounting group by continuing to augment existing resources with additional consultants or employees to improve segregation procedures and to assist in the analysis and recording of complex accounting transactions. The Company plans to mitigate the segregation of duties issues by hiring additional personnel in the accounting department once it generates significantly more revenue, or raises significant additional working capital. Improve segregation procedures by strengthening cross approval of various functions including quarterly internal audit procedures where appropriate. Changes in Internal Control Over Financial Reporting Notwithstanding the change in control 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, the Company has issued the following shares of common shares pursuant to Section 4(2) of the Securities Act of 1933 : On December 13, 2011, the Company 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 On May 12, 2012, the Company redeemed an aggregate of 19,500,000 of the then 20,000,000 shares of its outstanding stock at a redemption price of $0.0001 per share for an aggregate redemption price of $1,950. On May 14, 2012, the Company issued 19,500,000 shares of its common stock at par for an aggregate of $1,950. 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) On May 23, 2012 the Company amended its certificate of incorporation to change its name to IFU Acquisition Corporation. (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. IFU ACQUISITION CORPORATION (formerly Timberwood Acquisition Corporation) By: /s/ Peter Tong President Dated: August 10, 2012 EX-31 2 exh31qifucfoceo.txt EXHIBIT 31 CERTIFICATION PURSUANT TO SECTION 302 I, Peter Tong, certify that: 1. I have reviewed this Form 10-Q of IFU Acquisition Corporation (formerly Timberwood 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: August 10, 2012 /s/ Peter Tong Chief Executive Officer and Chief Financial Officer EX-32 3 ex32ifuceocfo.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 IFU Acquisition Corporation (formerly Timberwood Acquisition Corporation) (the "Company"), hereby certify to my knowledge that: The Report on Form 10-Q for the period ended June 30, 2012 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 Chief Executive Officer Chief Financial Officer Date: August 10, 2012