Attached files
| file | filename |
|---|---|
| EX-31 - EXHIBIT 31 - SkyWolf Wind Turbine Corp | v439308_ex31.htm |
| EX-32 - EXHIBIT 32 - SkyWolf Wind Turbine Corp | v439308_ex32.htm |
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 March 31, 2016
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 000-55303
SKYWOLF WIND TURBINE CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 47-1990043 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
156 Court Street
Geneseo, New York 14454
(Address of principal executive offices) (zip code)
585-447-9135
(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 March 31, 2016 |
| Common Stock, par value $0.0001 | 3,250,000 |
Documents incorporated by reference: None
| Page 1 |
UNAUDITED CONDENSED FINANCIAL STATEMENTS
| Unaudited Condensed Financial Statements | 3-5 |
| Notes to Unaudited Condensed Financial Statements | 6-8 |
| Page 2 |
SKYWOLF WIND TURBINE CORPORATION
CONDENSED BALANCE SHEETS
| March 31, | December 31, | |||||||
| 2016 | 2015 | |||||||
| (unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets | $ | -- | $ | -- | ||||
| Total assets | $ | -- | $ | -- | ||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current liabilities | ||||||||
| Due to Related Party | $ | 19,262 | 15,824 | |||||
| Total liabilities | $ | 19,262 | $ | 15,824 | ||||
| Stockholders’ deficit | ||||||||
| Common stock, $0.0001 par value, 100,000,000 shares authorized; 3,250,000 shares issued and outstanding as of September 30, 2015 and December 31, 2014 | 325 | 325 | ||||||
| Discount on Common Stock | (325 | ) | (325 | ) | ||||
| Additional paid-in capital | 712 | 712 | ||||||
| Accumulated deficit | (19,974 | ) | (16,536 | ) | ||||
| Total stockholders’ deficit | (19,262 | ) | (15,824 | ) | ||||
| Total liabilities and stockholders’ deficit | $ | -- | $ | -- | ||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| Page 3 |
SKYWOLF WIND TURBINE CORPORATION
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
| For the three | For the three | |||||||
| months ended | months ended | |||||||
| March 31, 2016 | March 31, 2015 | |||||||
| Revenue | $ | -- | $ | -- | ||||
| Cost of revenue | -- | -- | ||||||
| Gross profit | -- | -- | ||||||
| Operating expenses | 3,438 | -- | ||||||
| Net loss | $ | (3,438 | ) | $ | -- | |||
| Loss per share – basic and diluted | $ | -- | $ | -- | ||||
| Weighted average shares-basic and diluted | 3,250,000 | 3,250,000 | ||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| Page 4 |
SKYWOLF WIND TURBINE CORPORATION
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
| For the three | For the three | |||||||
| months ended | months ended | |||||||
| March 31, 2016 | March 31, 2015 | |||||||
| OPERATING ACTIVITIES | ||||||||
| Net loss | $ | (3,438 | ) | $ | -- | |||
| Changes in Operating Assets and Liabilities | -- | -- | ||||||
| Net cash used in operating activities | $ | (3,438 | ) | $ | -- | |||
| Cash flows from financing activities Loan from affiliate | 3,438 | -- | ||||||
| Net increase in cash | -- | -- | ||||||
| Cash, beginning of period | -- | -- | ||||||
| Cash end of period | $ | -- | $ | -- | ||||
| Supplemental cash flow information: | ||||||||
| Interest paid | -- | -- | ||||||
| Income tax paid | -- | -- | ||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| Page 5 |
SKYWOLF WIND TURBINE CORPORATION
Notes to the Financial Statements
NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS
SkyWolf Wind Turbine Corporation ("SkyWolf" or "the Company") was incorporated on September 25, 2014 under the laws of the state of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. 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. The Company will attempt to locate and negotiate with a business entity for the combination of that target company with the Company. 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 the Company will be successful in locating or negotiating with any target company. 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.
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.
CASH
Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company did not have cash equivalents as of March 31, 2016.
| Page 6 |
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 March 31, 2016.
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. As of March 31, 2016, there were no deferred taxes due to the uncertainty of the realization of net operating loss or carry forward prior to expiration.
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 reflect 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 March 31, 2016, 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 such as cash approximate their fair values because of the short maturity of these instruments.
| Page 7 |
NOTE 2 - GOING CONCERN
The Company has not yet generated any revenue since inception to date and sustained operating losses during the period ended March 31, 2016.
As of March 31, 2016, the Company has accumulated deficit of $19,974. The Company's continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtaining additional financing from its members or other sources, as may be required.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern; however, the above condition raises substantial doubt about the Company's ability to do so. 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.
In order to maintain its current level of operations, the Company will require additional working capital from either cash flow from operations or from the sale of its equity. However, the Company currently has no commitments from any third parties for the purchase of its equity. If the Company is unable to acquire additional working capital, it will be required to significantly reduce its current level of operations.
NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS
Recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) 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 STOCKHOLDERS' DEFICIT
The Company is authorized to issue 100,000,000 shares of common stock and 20,000,000 shares of preferred stock. As of March 31, 2016, 3,250,000 shares of common stock and no preferred stock were issued and outstanding .
NOTE 5 – SUBSEQUENT EVENTS
There are no subsequent events that would impact unaudited financial statements as of March 31, 2016.
| Page 8 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Skywolf Wind Turbine Corporation (formerly Coyote Valley Acquisition Corporation) (“Skywolf” or the “Company”) was incorporated on September 25, 2014 under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. The Company has not had any activity during the period covered by this report. In addition to a change in control of its management and shareholders in December 2014, the Company’s operations to date have been limited to issuing shares and filing a registration statement on Form 10 pursuant to the Securities Exchange Act of 1934. The Company was 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 November 3, 2014, the Company registered its common stock on a Form 10 registration statement filed pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 12(g) thereof which became automatically effective 60 days thereafter.
The Company files with the Securities and Exchange Commission periodic and current reports under Rule 13(a) of the Exchange Act, including quarterly reports on Form 10-Q and annual reports Form 10-K.
The Company has no employees and only one director who also serves as the Company’s sole officer.
The Company intends to combine with SkyWolf Wind Turbine Corp., a private company that designs, develops, manufactures and sells “small wind” turbines. That company currently sells a 3.5 KW high-efficiency wind turbine model that was designed to address the pitfalls of traditional wind turbines, namely traditional wind turbines have an average height of about 140 feet, require approximately an acre of land for the structure and need minimum winds of about 7 mph. The company’s wind turbines have a height of only 30 feet, require only a 10-foot square piece of land and need minimum winds of 5.5 mph. In addition, the Registrant’s SkyWolf 3.5 KW High Efficiency wind turbine produces twice the power output of a conventional wind turbine. The private company is developing its patented 3.5 KW Wind-Solar Hybrid unit which will produce twice the power output of its earlier model. The Company anticipates effecting a business combination with this private company and targeting its initial sales in the Upstate New York market.
As of March 31, 2016, the Company had not generated revenues and had no income or cash flows from operations since inception. The Company had sustained a net loss of $3,438 for the three months ended March 31, 2016 and has an accumulated deficit of $19,974 as of March 31, 2016.
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 a business combination that would provide a basis of possible operations.
| Page 9 |
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE 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 principal executive officer (who is 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.
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.
| Page 10 |
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 20,000,000 common shares pursuant to Section 4(2) of the Securities Act of 1933 as follows:
On September 25, 2014, the Company issued 20,000,000 common shares to two directors and officers at a discount of $2,000. Of these issued shares, 19,750,000 were redeemed December 30, 2014.
On December 31, 2014, the Company issued 3,000,000 shares of its common stock.
The Company is authorized to issue 100,000,000 shares of common stock and 20,000,000 shares of preferred stock. As of March 31, 2016 3,250,000 shares of common stock and no preferred stock were issued and outstanding.
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.
| Page 11 |
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 |
| 101.INS | XBRL Instance Document | |
| 101.SCH | XBRL Taxonomy Extension Schema Document | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
| Page 12 |
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.
| SKYWOLF WIND TURBINE CORPORATION | ||
| By: | /s/ Gerald Eugene Brock | |
| President, Chief Financial Officer | ||
Dated: May 16, 2016
| Page 13 |