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EX-32.2 - CERTIFICATION - Trenton Acquisition Corp.f10k2017ex32ii_trentonacq.htm
EX-32.1 - CERTIFICATION - Trenton Acquisition Corp.f10k2017ex32i_trentonacq.htm
EX-31.2 - CERTIFICATION - Trenton Acquisition Corp.f10k2017ex31ii_trentonacq.htm
EX-31.1 - CERTIFICATION - Trenton Acquisition Corp.f10k2017ex31i_trentonacq.htm

 

 

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)

 ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2017

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission File Number 000-54479

 

Trenton Acquisition Corp.

(Exact name of registrant as specified in its charter)

 

 

Delaware   45-2258944
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)

 

430 Park Ave 4th Floor New York, NY 10022

 

(Address of principal executive offices) 

(212) 356-0509

 

(Registrant’s telephone number, including area code) 

Securities registered under Section 12(b) of the Exchange Act:

None. 

Securities registered under Section 12(g) of the Exchange Act: 

Common Stock, $0.0001 par value per share

 

(Title of Class) 

Check whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes  ☐   No  ☒  

Check whether the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes  ☐   No  ☒ 

Check whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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  ☒   No  ☐ 

Check whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  ☒   No  ☐ 

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-K (§229.405 of this chapter) contained herein, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ☒ 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ☐   Accelerated filer  ☐
Non-accelerated filer ☐  (Do not check if a smaller reporting company) Smaller reporting company  ☒
Emerging growth company  ☒    

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐ 

Check whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  ☒   No  ☐ 

On September 30, 2016, the last business day of the registrant’s most recently completed second fiscal quarter there was no trading market for the registrant’s common stock.  

As of May 22, 2017, there were 9,250,000 shares of common stock, par value $.0001, outstanding. 

DOCUMENTS INCORPORATED BY REFERENCE

None.

 

 

 

 

 

TABLE OF CONTENTS

 

    Page
     
  Forward-Looking Statements
     
  Part I  
     
Item 1. Business. 1
     
Item 1A. Risk Factors. 4
     
Item 2. Properties. 4
     
Item 3. Legal Proceedings. 4
     
Item 4. Mine Safety Disclosures. 4
     
  Part II  
     
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. 5
     
Item 6. Selected Financial Data. 5
     
Item 7. Management’s Discussion and Analysis of Financial Condition and Results Of Operations. 5
     
Item 7A. Quantitative and Qualitative Disclosures About Market Risk. 7
     
Item 8. Financial Statements and Supplementary Data. 7
     
Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure. 8
     
Item 9A. Controls and Procedures. 8
     
Item 9B. Other Information. 8
     
  Part III  
     
Item 10. Directors, Executive Officers and Corporate Governance. 9
     
Item 11. Executive Compensation. 11
     
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. 12
     
Item 13. Certain Relationships and Related Transactions and Director Independence. 12
     
Item 14. Principal Accountant Fees and Services. 13
     
  Part IV  
     
Item 15. Exhibits, Financial Statement Schedules. 14
     
  Signatures 15

 

 

 

 

FORWARD-LOOKING STATEMENTS

 

Certain statements made in this Annual Report on Form 10-K are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of Trenton Acquisition Corp. (the “Company”) to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Company's plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.

 

 

 

 

PART I

 

Item 1. Business.

 

Trenton Acquisition Corp. (“we”, “us”, “our” or the "Company") was incorporated in the State of Delaware on January 18, 2011 and maintains its principal executive office at 430 Park Avenue, New York, NY 10022. Since inception, the Company has been engaged in organizational efforts and obtaining initial financing.  The Company was formed as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation.  The Company filed a registration statement on Form 10 with the U.S. Securities and Exchange Commission (the “SEC”) on August 12, 2011, and since its effectiveness, the Company has focused on identifying a possible business combination. The Company selected March 31 as its fiscal year end.

 

On September 9, 2014, the Company entered into and closed a Securities Purchase Agreement (the “Purchase Agreement”) with six purchasers (the “Purchasers”) whereby it sold 5,000,000 shares of its common stock to the Purchasers for an aggregate purchase price of $65,000. Simultaneously with the entrance into the Purchase Agreement, the Company entered into and closed a Repurchase Agreement (the “Repurchase Agreement”) with its sole stockholder, NLBDIT 2010 Services, LLC, a Delaware limited liability company (“NLBDIT”), whereby NLBDIT sold and the Company repurchased 5,000,000 shares of its common stock for an aggregate purchase price of $65,000. At the closing of the Purchase Agreement and Repurchase Agreement (the “Closing”), Samir N. Masri (“Mr. Masri”), our Chief Executive Officer, Chief Financial Officer, President, and Secretary, at the time, resigned effective upon the Closing and resigned as a director, effective eleven days after a definitive Information Statement prepared in accordance with SEC Rule 14f-1 is disseminated to our stockholders (“Information Statement”). At the Closing, Arnold P. Kling (“Mr. Kling”) was appointed the Company’s President and Secretary and Thomas G. Pinou was appointed the Company’s Chief Financial Officer, effective upon the Closing. As of the Closing, Mr. Kling was elected as director of the Company, effective eleven days after the mailing of the Information Statement to our stockholders. As a result of these transactions, Rodman & Co, LLC (“Rodman”) acquired 3,250,000 shares of the Company’s common stock, representing 65% of the issued and outstanding shares, and, as a result, control of our Company has passed to Rodman.

 

In June 2016 and July 2016, Mr. Kling and Mr. Pinou, respectively, resigned from all of their positions with the Company. To fill the vacancies due to these resignations, the board of directors of the Company appointed Zvi Ben-Zvi to the positions of President, Secretary and sole director of the Company in June 2016 and Kenneth J. Kirsch to the position of Chief Financial Officer of the Company in August 2016. Additionally, Mr. Kirsch is an employee of Rodman.

 

The Company is currently considered to be a "blank check" company. The SEC defines those companies as "any development stage company that is issuing a penny stock, within the meaning of Section 3(a)(51) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies." Under SEC Rule 12b-2 under the Exchange Act, the Company also qualifies as a “shell company,” because it has no or nominal assets (other than cash) and no or nominal operations.  Many states have enacted statutes, rules and regulations limiting the sale of securities of "blank check" companies in their respective jurisdictions. Management does not intend to undertake any efforts to cause a market to develop in the Company’s securities, either debt or equity, until the Company has successfully concluded a business combination. The Company intends to comply with the periodic reporting requirements of the Exchange Act for so long as it is subject to those requirements.

 

The Company was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. The Company’s principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. The Company will not restrict its potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.

 

 1 

 

 

The analysis of new business opportunities will be undertaken by or under the supervision of the officer and director of the Company.  As of the date hereof, the Company has not entered into any definitive agreement with any party regarding business opportunities for the Company.  The Company has unrestricted flexibility in seeking, analyzing and participating in potential business opportunities in that it may seek a business combination target located in any industry or location. In its efforts to analyze potential acquisition targets, the Company will consider the following kinds of factors:

 

(a)            Potential for growth, indicated by new technology, anticipated market expansion or new products;

 

(b)            Competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole;

 

(c)            Strength and diversity of management, either in place or scheduled for recruitment;

 

(d)            Capital requirements and anticipated availability of required funds, to be provided by the Company or from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources;

 

(e)            The cost of participation by the Company as compared to the perceived tangible and intangible values and potentials;

 

(f)             The extent to which the business opportunity can be advanced; and

 

(g)            The accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items.

 

In applying the foregoing criteria, no one of which will be controlling, management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data. Potentially available business opportunities may occur 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 extremely difficult and complex. Due to the Company's limited capital available for investigation, it may not discover or adequately evaluate adverse facts about the opportunity to be acquired. In addition, the Company will be competing against other entities that possess greater financial, technical and managerial capabilities for identifying and completing business combinations. In evaluating a prospective business combination, the Company will conduct as extensive a due diligence review of potential targets as possible given the lack of information which may be available regarding private companies, its limited personnel and financial resources and the inexperience of its management with respect to such activities. The Company expects that its due diligence will encompass, among other things, meetings with the target business’s incumbent management and inspection of its facilities, as necessary, as well as a review of financial and other information which is made available to it. This due diligence review will be conducted either by the Company’s management or by unaffiliated third parties it may engage, including but not limited to attorneys, accountants, consultants or other such professionals. At this time the Company has not specifically identified any third parties that it may engage. The costs associated with hiring third parties as required to complete a business combination may be significant and are difficult to determine as such costs may vary depending on a variety of factors, including the amount of time it takes to complete a business combination, the location of the target company, and the size and complexity of the business of the target company.  The Company’s limited funds and the lack of full-time management will likely make it impracticable to conduct a complete and exhaustive investigation and analysis of a target business before it consummates a business combination. Management decisions, therefore, will likely be made without detailed feasibility studies, independent analysis, market surveys and the like which, if it had more funds available to it, would be desirable. The Company will be particularly dependent upon information provided by the promoters, owners, sponsors or others associated with the target business seeking its participation.

 

The time and costs required to select and evaluate a target business and to structure and complete a business combination cannot presently be ascertained with any degree of certainty. The amount of time it takes to complete a business combination, the location of the target company and the size and complexity of the business of the target company are all factors that determine the costs associated with completing a business combination transaction. The time and costs required to complete a business combination transaction can be ascertained once a business combination target has been identified. Any costs incurred with respect to evaluation of a prospective business combination that is not ultimately completed will result in a loss to the Company.

 

Competition

 

In identifying, evaluating and selecting a target business, the Company may encounter intense competition from other entities having a business objective similar to its. There are numerous “public shell” companies either actively or passively seeking operating businesses with which to merge in addition to a large number of “blank check” companies formed and capitalized specifically to acquire operating businesses. Additionally, the Company is subject to competition from other companies looking to expand their operations through the acquisition of a target business. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Many of these competitors possess greater technical, human and other resources than the Company’s and the Company’s financial resources will be relatively limited when contrasted with those of many of these competitors. The Company’s ability to compete in acquiring certain sizable target businesses is limited by its available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of a target business. Further, the Company’s outstanding warrants and the future dilution they potentially represent may not be viewed favorably by certain target businesses.

 

 2 

 

 

Any of these factors may place the Company at a competitive disadvantage in successfully negotiating a business combination. The Company’s management believes, however, that its status as a public entity and potential access to the United States public equity markets may give it a competitive advantage, over privately-held entities with a similar business objective, to acquire a target business on favorable terms.

 

If the Company succeeds in effecting a business combination, there will be, in all likelihood, intense competition from competitors of the target business. Many of the Company’s target businesses’ competitors are likely to be significantly larger and have far greater financial and other resources than it. Some of these competitors may be divisions or subsidiaries of large, diversified companies that have access to financial resources of their respective parent companies. The Company’s target business may not be able to compete effectively with these companies or maintain them as customers while competing with them on other projects. In addition, it is likely that the Company’s target business will face significant competition from smaller companies that have specialized capabilities in similar areas. The Company cannot accurately predict how its target businesses’ competitive position may be affected by changing economic conditions, customer requirements or technical developments. The Company cannot assure you that, subsequent to a business combination, it will have the resources to compete effectively.

 

Form of Acquisition

 

The manner in which the Company participates in an opportunity will depend upon the nature of the opportunity, the respective needs and desires of the Company and the promoters of the opportunity, and the relative negotiating strength of the Company and such promoters.

 

It is likely that the Company will acquire its participation in a business opportunity through the issuance of common stock or other securities of the Company. Although the terms of any such transaction cannot be predicted, it should be noted that in certain circumstances the criteria for determining whether or not an acquisition is a so-called "tax free" reorganization under Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the "Code") depends upon whether the owners of the acquired business own 80% or more of the voting stock of the surviving entity. If a transaction were structured to take advantage of these provisions rather than other "tax free" provisions provided under the Code, all prior stockholders would in such circumstances retain 20% or less of the total issued and outstanding shares of the surviving entity. Under other circumstances, depending upon the relative negotiating strength of the parties, prior stockholders may retain substantially less than 20% of the total issued and outstanding shares of the surviving entity. This could result in substantial additional dilution to the equity of those who were stockholders of the Company prior to such reorganization.

 

The stockholders of the Company will likely not have control of a majority of the voting securities of the Company following a reorganization transaction. As part of such a transaction, all or a majority of the Company's directors may resign and one or more new directors may be appointed without any vote by stockholders.

 

In the case of an acquisition, the transaction may be accomplished upon the sole determination of management without any vote or approval by stockholders. In the case of a statutory merger or consolidation directly involving the Company, it will likely be necessary to call a stockholders' meeting and obtain the approval of the holders of a majority of the outstanding securities. The necessity to obtain such stockholder approval may result in delay and additional expense in the consummation of any proposed transaction and will also give rise to certain appraisal rights to dissenting stockholders. Most likely, management will seek to structure any such transaction so as not to require stockholder approval.

 

The Company intends to search for a target for a business combination by contacting various sources including, but not limited to, our affiliates, lenders, investment banking firms, private equity funds, consultants and attorneys. The approximate number of persons or entities that will be contacted is unknown and dependent on whether any opportunities are presented by the sources that it contacts.  

 

It is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial cost for accountants, attorneys and others. The costs that will be incurred are difficult to determine at this time as the costs are expected to be tied to the amount of time it takes to identify and complete a business combination transaction as well as the specific factors related to the business combination target that is chosen, including such factors as the location, size and complexity of the business of the target company.  If a decision is made not to participate in a specific business opportunity, the costs theretofore incurred in the related investigation might not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific business opportunity, the failure to consummate that transaction may result in the loss to the Company of the related costs incurred. The Company has not established a timeline with respect to the identification of a business combination target. We expect that the Company’s management will use its contacts and business relationships to identify a business combination target for the Company.

 

 3 

 

 

The Company presently has no employees apart from its management. Its officers are engaged in outside business activities and are employed on a full-time basis by certain unaffiliated companies. The Company’s officers will be dividing their time amongst these entities and anticipates that they will devote very limited time to its business until the acquisition of a successful business opportunity has been identified. The specific amount of time that management will devote to the Company may vary from week to week or even day to day, and therefore the specific amount of time that management will devote to the Company on a weekly basis cannot be ascertained with any level of certainty. In all cases, management intends to spend as much time as is necessary to exercise its fiduciary duties as officer and director of the Company and believes that it will be able to devote the time required to consummate a business combination transaction as necessary.

 

The Company does not expect any significant changes in the number of its employees other than such changes, if any, incident to a business combination.

 

Emerging Growth Company

 

The Company is an “emerging growth company”, as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of section 404(b) of the Sarbanes-Oxley Act, and exemptions from the requirements of Sections 14A(a) and (b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to hold a nonbinding advisory vote of shareholders on executive compensation and any golden parachute payments not previously approved.

 

The Company has elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows it to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, the Company’s financial statements may not be comparable to companies that comply with public company effective dates.

 

The Company will remain an “emerging growth company” until the earliest of (1) the last day of the fiscal year during which its revenues exceed $1.07 billion, (2) the date on which it issues more than $1 billion in non-convertible debt in a three year period, (3) the last day of the fiscal year following the fifth anniversary of the date of the first sale of its common equity securities pursuant to an effective registration statement filed pursuant to the Securities Act of 1933, as amended (the “ Securities Act”), or (4) when the market value of its common stock that is held by non-affiliates exceeds $700 million as of the last business day of its most recently completed second fiscal quarter. 

 

To the extent that the Company continues to qualify as a “smaller reporting company”, as such term is defined in Rule 12b-2 under the Exchange Act, after it ceases to qualify as an emerging growth company, certain of the exemptions available to it as an emerging growth company may continue to be available as a smaller reporting company, including: (1) not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes Oxley Act; (2) scaled executive compensation disclosures; and (3) the requirement to provide only two years of audited financial statements, instead of three years.

 

Item 1A. Risk Factors.

 

As a “smaller reporting company”, the Company is not required to provide this information.

 

Item 1B.  Unresolved Staff Comments.

 

As a “smaller reporting company”, the Company is not required to provide this information.

 

Item 2. Properties.

 

The Company neither rents nor owns any properties. Since September 9, 2014, the Company has utilized the office space and equipment of Rodman at no charge.  The Company currently has no policy with respect to investments or interests in real estate, real estate mortgages or securities of, or interests in, persons primarily engaged in real estate activities.

 

Item 3. Legal Proceedings.

 

There are presently no pending legal proceedings to which the Company, any of its subsidiaries, any executive officer, any owner of record or beneficially of more than five percent of any class of voting securities is a party or as to which any of its property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

 4 

 

 

PART II

 

Item 5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 

Common Stock

 

Our Certificate of Incorporation authorizes the issuance of up to 100,000,000 shares of common stock, par value $.0001 per share (the “Common Stock”).  The Common Stock is not listed on a publicly-traded market.  As of the date of this filing, there were six (6) holders of record of the Common Stock.

 

Preferred Stock

 

Our Certificate of Incorporation authorizes the issuance of up to 10,000,000 shares of preferred stock, par value $.0001 per share with designations, voting and other rights and preferences as may be determined from time to time by the board of directors of the Company (the “Preferred Stock”).  The Company has not yet issued any of its preferred stock.

 

Dividend Policy

 

We have not declared or paid any cash dividends on the Common Stock and do not intend to declare or pay any cash dividend in the foreseeable future. The payment of dividends, if any, is within the discretion of the board of directors and will depend on our earnings, if any, capital requirements and financial condition and such other factors as the board of directors may consider.

 

Securities Authorized for Issuance under Equity Compensation Plans

 

We do not have any equity compensation plans or any individual compensation arrangements. The issuance of any of our common or preferred stock is within the discretion of our board of directors, which has the power to issue any or all of our authorized but unissued shares without stockholder approval.

 

Issuer Purchases of Equity Securities

 

None.

 

Item 6.  Selected Financial Data.

 

As a “smaller reporting company”, the Company is not required to provide this information.

 

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

We were organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. We will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.

 

We currently do not engage in any business activities that provide cash flow.  During the next twelve months we anticipate incurring costs related to:

 

(i)         filing Exchange Act reports, and

(ii)        investigating, analyzing and consummating an acquisition.

 

We believe we will be able to meet these costs through use of funds in our treasury, through deferral of fees by certain service providers and additional amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors. As of the date of the period covered by this report, we have $692 in cash. There are no assurances that we will be able to secure any additional funding as needed. Currently, however our ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Our ability to continue as a going concern is also dependent on our ability to find a suitable target company and enter into a possible reverse merger with such company. Management’s plan includes obtaining additional funds by equity financing through a reverse merger transaction and/or related party advances, however there is no assurance of additional funding being available.

 

 5 

 

 

We may consider acquiring a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital but which desires to establish a public trading market for its shares while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.

 

Since our Registration Statement on Form 10 became effective, our management has had contact and discussions with representatives of other entities regarding a business combination with us; however, we have not entered into any agreements regarding such a transaction. Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks. Our management anticipates that it will likely be able to effect only one business combination, due primarily to our limited financing and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management’s plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization. This lack of diversification should be considered a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against gains from another.

 

We anticipate that the selection of a business combination will be complex and extremely risky. Through information received from industry professionals and publications such as the Reverse Merger Report, our management believes that there are numerous firms seeking the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business combinations may occur 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 extremely difficult and complex.

 

Liquidity and Capital Resources

 

As of March 31, 2017, we had assets equal to $692, comprised exclusively of cash, compared with assets equal to $2,082 as of March 31, 2016, comprised exclusively of cash.  As of March 31, 2017, we had total current liabilities equal to $85,000, comprised of loans payable to related parties, compared to total current liabilities of $43,000 as of March 31, 2016, comprised of loans payable to related parties and accrued expenses and payables. We provide no assurance that we can continue to satisfy our cash requirements for at least the next twelve months.

 

On April 28, 2017, Rodman purchased Rodman & Renshaw Conferences, LLC’s (“Conference LLC”) loan to us. Subsequently, on the same day, Rodman agreed to convert the entire aggregate loan balance of $85,000 into 4,250,000 shares of Common Stock. The issuance of the shares was exempt from the registration requirements of the Securities Act of 1933, as amended, in reliance on Sections 4(a)(2) and 4(a)(6) thereunder and an appropriate restrictive legend was imprinted on the stock certificate.

 

The following is a summary of our cash flows provided by (used in) operating, investing, and financing activities:

 

   Fiscal Year
Ended
March 31, 2017
   Fiscal Year Ended
March 31, 2016
 
Net Cash (Used in) Operating Activities  $(46,390)  $(30,170)
Net Cash (Used in) Investing Activities  $-   $- 
Net Cash Provided by Financing Activities  $45,000   $30,000 
Net (Decrease) in Cash and Cash Equivalents  $(1,390)  $(170)

 

We have nominal assets and have generated no revenues since inception. We are also dependent upon the receipt of capital investment or other financing to fund our ongoing operations and to execute our business plan of seeking a combination with a private operating company. In addition, we are dependent upon certain related parties to provide continued funding and capital resources. If continued funding and capital resources are unavailable at reasonable terms, we may not be able to implement our plan of operations.

 

 6 

 

 

Emerging Growth Company 

 

We are an “emerging growth company” under the federal securities laws and will be subject to reduced public company reporting requirements. In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards.

 

Results of Operations

 

We have not conducted any active operations since inception, except for our efforts to locate suitable acquisition candidates. We have not generated any revenue from January 18, 2011 (Inception) to March 31, 2017.  It is unlikely we will have any revenues unless we are able to effect an acquisition or merger with an operating company, of which there can be no assurance.  It is management's assertion that these circumstances may hinder our ability to continue as a going concern.  Our plan of operation for the next twelve months shall be to continue our efforts to locate suitable acquisition candidates. 

 

For the fiscal year ended March 31, 2017, we had a net loss of $43,390, consisting of legal, accounting, audit, and other professional service fees incurred in relation to the preparation and filing of our periodic reports.

 

For the fiscal year ended March 31, 2016, we had a net loss of $33,170, consisting of legal, accounting, audit, and other professional service fees incurred in relation to the preparation and filing of our periodic reports.

 

For the cumulative period from January 18, 2011 (Inception) to March 31, 2017, we had a net loss of $215,258, consisting of legal, accounting, audit, and other professional service fees incurred in relation to our formation, the preparation and the filing of our Registration Statement on Form 10 in August of 2011 and the filing of our periodic reports.

 

Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.  

 

Contractual Obligations

 

As a “smaller reporting company”, the Company is not required to provide this information.

 

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk.

 

As a “smaller reporting company”, the Company is not required to provide this information.

 

Item 8.  Financial Statements and Supplementary Data.

 

Audited financial statements begin on the following page of this report.

 

 7 

 

 

TRENTON ACQUISITION CORP.

INDEX TO FINANCIAL STATEMENTS

 

  Page
   
Report of Independent Registered Public Accounting Firm F-2
   
Financial Statements:  
   
Balance Sheets F-3
   
Statements of Operations F-4
   
Statements of Changes in Stockholders’ Deficiency F-5
   
Statements of Cash Flows F-6
   
Notes to Financial Statements F-7 – F-9

 

 F-1 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

The Board of Directors and Stockholders

Trenton Acquisition Corp.

New York, NY

 

We have audited the accompanying balance sheets of Trenton Acquisition Corp. (the “Company”) as of March 31, 2017 and 2016 and the related statements of operations, changes in stockholders’ deficiency, and cash flows for each of the years in the two-year period ended March 31, 2017. The Company’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Trenton Acquisition Corp. as of March 31, 2017 and 2016, and the results of its operations and its cash flows for each of the years in the two-year period ended March 31, 2017, in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has negative working capital and has incurred net losses since inception. This raises substantial doubt about the Company's ability to continue as a going concern. Management’s plans in regards to these matters are also described in Note 3. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

/s/ Raich Ende Malter & Co. LLP  
Raich Ende Malter & Co. LLP  
New York, New York  
   
May 25, 2017  

 

 F-2 

 

 

TRENTON ACQUISITION CORP.

BALANCE SHEETS

 

   March 31, 2017   March 31, 2016 
ASSETS
         
CURRENT ASSETS:        
Cash  $692   $2,082 
           
Total Current Assets   692    2,082 
           
TOTAL ASSETS  $692   $2,082 
           
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY 
           
CURRENT LIABILITIES:          
Accounts payable and accrued expenses  $-   $3,000 
Loans payable - related parties   85,000    40,000 
           
Total Current Liabilities   85,000    43,000 
           
COMMITMENTS AND CONTINGENCIES   -    - 
           
STOCKHOLDERS’ DEFICIENCY:          
Preferred stock, $.0001 par value; 10,000,000 shares authorized; none issued and outstanding   -    - 
Common stock, $.0001 par value; 100,000,000 shares authorized; 5,000,000 shares issued and outstanding   500    500 
Additional paid-in capital   130,450    130,450 
Accumulated deficit   (215,258)   (171,868)
           
Total Stockholders’ Deficiency   (84,308)   (40,918)
           
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY  $692   $2,082 

 

See accompanying notes to the financial statements.

 

 F-3 

 

 

TRENTON ACQUISITION CORP.

STATEMENTS OF OPERATIONS

 

   For The Year
Ended
March 31, 2017
   For The Year
Ended
March 31, 2016
 
         
REVENUES  $-   $- 
           
GENERAL AND ADMINISTRATIVE EXPENSES   43,390    33,170 
           
(LOSS) BEFORE BENEFIT FROM INCOME TAXES   (43,390)   (33,170)
           
BENEFIT FROM INCOME TAXES   -    - 
           
NET (LOSS)  $(43,390)  $(33,170)
           
BASIC AND DILUTED LOSS PER SHARE  $-   $- 
           
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED   5,000,000    5,000,000 

 

See accompanying notes to the financial statements.

 

 F-4 

 

 

TRENTON ACQUISITION CORP.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIENCY

For The Years EndED March 31, 2017 and 2016 

 

           Additional       Total 
   Preferred Stock   Common Stock   Paid-In   Accumulated   Stockholders’ 
   Shares   Amount   Shares   Amount   Capital   Deficit   Deficiency 
                             
Balance at April 1, 2015   -   $-    5,000,000   $500   $130,450   $(138,698)  $(7,748)
                                    
Net (loss)   -    -    -    -    -    (33,170)   (33,170)
                                    
Balance at March 31, 2016   -   -    5,000,000    500    130,450    (171,868)   (40,918)
                                    
Net (loss)   -    -    -    -    -    (43,390)   (43,390)
                                    
Balance at March 31, 2017   -   $-    5,000,000   $500   $130,450   $(215,258)  $(84,308)

 

See accompanying notes to the financial statements

 

 F-5 

 

 

TRENTON ACQUISITION CORP.

STATEMENTS OF CASH FLOWS

 

   For The Year Ended
March 31,
2017
   For The Year Ended
March 31,
2016
 
CASH FLOWS FROM OPERATING ACTIVITIES:        
         
NET (LOSS)  $(43,390)  $(33,170)
           
ADJUSTMENT TO RECONCILE NET (LOSS) TO NET          
CASH USED IN OPERATING ACTIVITIES:          
Increase (Decrease) in accounts payable and accrued expenses   (3,000)   3,000 
           
NET CASH USED IN OPERATING ACTIVITIES   (46,390)   (30,170)
           
CASH FLOWS FROM FINANCING ACTIVITIES:          
Proceeds from loans payable - related parties   45,000    30,000 
           
NET CASH PROVIDED BY FINANCING ACTIVITIES   45,000    30,000 
           
NET DECREASE IN CASH   (1,390)   (170)
           
CASH, BEGINNING OF YEAR   2,082    2,252 
           
CASH, END OF YEAR  $692   $2,082 

 

See accompanying notes to the financial statements.

 

 F-6 

 

 

TRENTON ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

 

Note 1 - Organization and Business

 

Business Activity

 

Trenton Acquisition Corp. ("the Company") was incorporated in the state of Delaware on January 18, 2011 with the objective to acquire, or merge with, an operating business.

 

The Company was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly traded corporation. The Company’s principal business objective over the next 12 months and beyond will be to achieve long-term growth potential through a combination with a business, rather than immediate short-term earnings. The Company will not restrict its potential target companies to any specific business, industry or geographical location. The analysis of business opportunities will be undertaken by, or under the supervision of, the officers and directors of the Company.

 

On June 30, 2016, the Board of Directors of the Company (the “Board”) appointed Zvi Ben-Zvi to the positions of President, Secretary and sole director of the Company to fill the vacancies in those positions due to the resignation of Arnold P. Kling in June 2016.

 

On August 8, 2016, the Board appointed Kenneth J. Kirsch to the position of Chief Financial Officer of the Company to fill the vacancy in that position due to the resignation of Thomas Pinou in July 2016.

 

Note 2 - Summary of Significant Accounting Policies

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

 

Cash Equivalents

 

The Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. There are no cash equivalents at the balance sheet dates.

 

Income Taxes

 

The Company utilizes the accrual method of accounting for income taxes. Under the accrual method, deferred tax assets and liabilities are determined based on the differences between the financial reporting basis and the tax basis of the assets and liabilities and are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. An allowance against deferred tax assets is recognized when it is more likely than not that such tax benefits will not be realized.

 

The Company recognizes the financial statement benefit of an uncertain tax position only after considering the probability that a tax authority would sustain the position in an examination. For tax positions meeting a “more-likely-than-not” threshold, the amount recognized in the financial statements is the benefit expected to be realized upon settlement with the tax authority. For tax positions not meeting the threshold, no financial statement benefit is recognized. The Company recognizes interest and penalties, if any, related to uncertain tax positions in income tax expense. As of March 31, 2017, the Company has no accrued interest or penalties related to uncertain tax positions.

 

 F-7 

 

 

TRENTON ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

 

Note 2 - Summary of Significant Accounting Policies (cont.)

 

Loss Per Common Share

 

Basic loss per share is calculated using the weighted-average number of common shares outstanding during each reporting period. Diluted loss per share includes potentially dilutive securities such as outstanding options and warrants, using various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each reporting period. The Company does not have any potentially dilutive instruments for each of the periods presented.

 

Emerging Growth Company

 

The Company is an “emerging growth company” and has elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows the Company to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies.

 

Recent Accounting Pronouncements

 

Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

 

Note 3 - Going Concern

 

The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred losses from inception of approximately $215,000, and has negative working capital of approximately $84,000 at March 31, 2017, which, among other factors, raises substantial doubt about the Company’s ability to continue as a going concern within one year after the date the accompanying financial statements have been issued. The ability of the Company to continue as a going concern is dependent upon management’s plan to find a suitable acquisition or merger candidate, raise additional capital from the sales of stock, and receive additional loans from related parties. The accompanying financial statements do not include any adjustments that might be required should the Company be unable to continue as a going concern.

 

Note 4 - Income Taxes

 

As of March 31, 2017, the Company has net operating loss carryforwards of approximately $215,000 which results in a deferred tax asset of $73,000, which is subject to certain change of control limitations to reduce future federal and state taxable income through 2035. As of March 31, 2017, the Company has a valuation allowance of approximately $73,000 related to this net operating loss carryforwards. The change in the valuation allowance for the years ended March 31, 2017 and 2016 was an increase of $4,000 and $1,000, respectively.

 

The Company currently has no federal or state tax examinations in progress nor has it had any federal or state examinations since its inception. The Company’s 2014, 2015 and 2016 tax years remain subject to federal and state tax examination.

 

 The benefit from income taxes consists of the following:

 

     For The Year
Ended
March 31,
2017
   For The Year
Ended
March 31,
2016
 
  Current Expense:        
  Federal and State  $-   $- 
  Deferred Tax Benefit:          
  Federal and State   15,000    11,000 
  Valuation allowance   (15,000)   (11,000)
  Total  $-   $- 

 

 F-8 

 

 

TRENTON ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

 

Note 4 - Income Taxes (cont.)

 

The income tax benefit differs from the amount computed by applying the federal statutory income tax rate to the loss before income taxes due to the following:

 

     For The Year
Ended
March 31,
2017
   For The Year
Ended
March 31,
2016
 
  Statutory Federal Income Tax Rate   (34)%   (34)%
  Valuation allowance   34%   34%
  Effective Income Tax Rate   0%   0%

 

Note 5 - Common Stock

 

The Company is authorized to issue one hundred million (100,000,000) shares of $.0001 per share par value common stock, of which five million (5,000,000) shares are issued and outstanding.

 

Note 6 - Preferred Stock

 

The Company is authorized to issue (10,000,000) shares of $.0001 per share par value preferred stock with designations, voting and other rights and preferences as may be determined from time to time by the board of directors of the Company, of which none are issued.

 

Note 7 - Related Party Transactions

 

The Company utilizes the office space and equipment of its management at no cost.

 

Loans Payable - related parties consist of amounts advanced to the Company by one of its stockholders (the “Stockholder”) and a company under common control as the Stockholder (the “Affiliate of the Stockholder”). As of March 31, 2017, the aggregated loan balance of $85,000, including $70,000 due to the Stockholder and $15,000 due to the Affiliate of the Stockholder, is unsecured, noninterest-bearing, and has no stipulated repayment terms.

 

Note 8 - Subsequent Events

 

On April 28, 2017, Rodman purchased Rodman & Renshaw Conference LLC’s loan to the Company. Subsequently, on the same day, Rodman converted the entire aggregate loan balance of $85,000 into 4,250,000 shares of the Company’s common stock.

 

The Company has evaluated all other subsequent events and has determined that there were no other subsequent events to recognize or disclose in these financial statements.

 

**********

 

 F-9 

 

 

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 

There are not and have not been any disagreements between the Company and its accountants on any matter of accounting principles, practices or financial statement disclosure.

 

Item 9A. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

The Company’s management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act 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 Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

In accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was completed under the supervision and with the participation of the Company’s management, including the Company’s Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K.  Based on that evaluation, the Company’s management including the Principal Executive Officer and Principal Financial Officer, concluded that the Company’s disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K, were effective in providing reasonable assurance that information required to be disclosed in the Company’s reports filed or submitted under the Exchange Act was recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms.

 

Management's Report on Internal Control over Financial Reporting

 

Our management is also responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is designed 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.

 

Our internal control over financial reporting includes those policies and procedures that:

 

  Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

 

  Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors; and

 

  Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on financial statements.

 

As of March 31, 2017, we carried out an evaluation of the effectiveness of our internal control over financial reporting based on the framework in “Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in 1992 (the “1992 Framework”). Based on our evaluation, our management concluded that our internal control over financial reporting was effective as of March 31, 2017. In May 2013, COSO issued an update to the 1992 Framework (the “2013 Framework”).  We have not yet transitioned over to the 2013 Framework and our management is currently assessing the resources we will need to complete the implementation of the 2013 Framework.

 

Changes in Internal Controls over Financial Reporting

 

There have been no significant changes to the Company’s internal controls over financial reporting that occurred during our last fiscal quarter of the year ended March 31, 2017, that materially affected, or were reasonably likely to materially affect, our internal controls over financial reporting.

 

Item 9B. Other Information.

 

None.

 

 8 

 

 

PART III

 

Item 10. Directors, Executive Officers and Corporate Governance

 

(a)  Identification of Directors and Executive Officers.  

 

The following table sets forth certain information regarding the Company’s director and executive officers as of May 19, 2017:

 

Name   Age     Position
         
Zvi Ben-Zvi (1)   41   President, Secretary and Director
Kenneth J. Kirsch (2)   56   Chief Financial Officer

 

 

(1) Mr. Ben-Zvi was appointed President, Secretary and sole director of the Company effective as of June 30, 2016.
(2) Mr. Kirsch was appointed Chief Financial Officer of the Company effective as of August 8, 2016.

 

All directors serve until the next annual meeting of stockholders or until their successors are elected and qualified. Officers are elected by the board of directors and their terms of office are at the discretion of the board of directors.

 

Zvi Ben-Zvi, has been a Managing Director of Investment Banking at Rodman & Renshaw, LLC, a unit of H.C. Wainwright & Co. LLC, and a Managing Director of H.C. Wainwright & Co. LLC since January 2016.  Prior to joining Rodman & Renshaw, LLC and H.C. Wainwright & Co. LLC, Mr. Ben-Zvi advised a wide range of companies on corporate transactions including capital raising, alternative public offerings and M&A from July 2012 to January 2016, as Managing Director of Highline Research Advisors, a boutique investment bank. Previous to that, from October 2007 to November 2009, as Managing Director at Paramount Biosciences, a healthcare focused private equity firm, Mr. Ben-Zvi advised in-house private and public portfolio companies on capital raising, and M&A. Prior to that, from October 2005 to August 2007, as a Vice President at Rodman & Renshaw. Mr. Ben-Zvi focused on capital market activities, advising private and public companies across a diverse range of industries. Mr. Ben-Zvi began his career at UBS Paine Webber, advising Private Banking Group clients. Mr. Ben-Zvi received a Bachelor of Science degree in Economics from New York University in 1998. Mr. Ben-Zvi experience over the past 15 years advising private and public companies on private placements, alternative public offerings, restructurings, mergers and acquisitions, and corporate and business development will provide the Company with leadership in the pursuit of fulfilling its business plan and has given him the expertise needed to serve as a director of the Company.

 

Kenneth J. Kirsch, has been the Chief Financial Officer of Rodman & Renshaw, LLC, a unit of H.C. Wainwright & Co., LLC, and the Chief Financial Officer of Rodman since August 2016. Prior to joining Rodman & Renshaw, LLC and Rodman, Kenneth was Chief Financial Officer and FINOP of Auerbach Grayson & Company LLC, an international broker-dealer, from January 2016 to August 2016. From January 2014 to December 2015, Kenneth was Chief Financial Officer of Tiger & Dragon Capital (USA), LLC, a holding company, and in connection with Tiger & Dragon’s business activities, he also was a registered representative of J.H Lillian Securities Corp., a corporate financial service advisor, from August 2015 to December 2015. From February 1998 to October 2013, Kenneth was employed by Brean Capital, LLC, a broker-dealer, and BMI Capital Corporation, an investment advisory firm and sister company to Brean Capital, first as Controller, then as Chief Financial Officer beginning in March 2000, a position he held until 2013. Kenneth began his career with Garvin Guy Butler Corporation (now known as ICAP), holding various financial and accounting positions during his tenure from August 1983 until November 1997, ultimately being named Controller. Kenneth graduated with a Bachelor of Science degree in Accounting from the State University of New York, College at Oswego in 1983.

 

(b)  Significant Employees.

 

As of the date hereof, the Company has no significant employees.

 

(c)  Family Relationships.

 

None of our directors or executive officers is related by blood, marriage or adoption.

 

 9 

 

 

(d)   Involvement in Certain Legal Proceedings.

 

To the best of our knowledge, neither of our officers, during the past ten years, has:

 

  been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

 

  had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

 

  been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

 

  been found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

 

  been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

 

  been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

 

Compliance with Section 16(a) of the Exchange Act

 

Section 16(a) of the Exchange Act requires the Company’s directors and officers, and persons who beneficially own more than 10% of a registered class of the Company’s equity securities, to file reports of beneficial ownership and changes in beneficial ownership of the Company’s securities with the SEC on Forms 3, 4 and 5. Officers, directors and greater than 10% stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.

 

Based solely on the Company’s review of the copies of the forms received by it during the fiscal year ended March 31, 2017 and written representations that no other reports were required, the Company believes that no person who, at any time during such fiscal year, was a director, officer or beneficial owner of more than 10% of the Company’s common stock failed to comply with all Section 16(a) filing requirements during such fiscal years.

 

Code of Ethics

 

On July 12, 2012, the Company adopted a formal code of ethics statement for senior officers and directors (the “Code of Ethics”) that is designated to deter wrongdoing and promote ethical conduct and full, fair, accurate, timely and understandable reports that the Company files or submits to the SEC and others. A form of the Code of Ethics was filed as Exhibit 14.1 to the Company’s Annual Report on Form 10-K for the year ended March 31, 2012 filed with the SEC on July 17, 2012 and is incorporated herein by reference.

 

Nominating Committee

 

We have not adopted any procedures by which security holders may recommend nominees to our board of directors.

 

 10 

 

 

Audit and Compensation Committees

 

As we only have one board member and given our limited operations, we do not have separate or independent audit or compensation committees. Our board of directors has determined that it does not have an “audit committee financial expert,” as that term is defined in Item 407(d)(5) of Regulation S-K.

 

Item 11. Executive Compensation.

 

The following Summary Compensation Table sets forth all compensation earned by or paid to, our principal executive officer during the fiscal years ended March 31, 2017 and 2016. None of our executive officers had total compensation exceeding $100,000 during the 2017 fiscal year.

 

Summary Compensation Table

 

Name and Position  Year  Salary  Bonus  Stock Awards  Option Awards  All other Compensation  Total
Zvi Ben-Zvi (1)
President, Secretary and Director
  2017  None  None  None  None  None  None
Arnold P. Kling (2)
President, Secretary and Director
  2017
2016
  None
None
  None
None
  None
None
  None
None
  None
None
  None
None

 

 

(1) Mr. Ben-Zvi was appointed President, Secretary and sole director of the Company effective as of June 30, 2016.

(2) Mr. Kling resigned from all of his positions with the Company effective as of June 30, 2016.

 

In June 2016, Mr. Ben-Zvi became our president, secretary and sole director. He does not receive any regular compensation for services rendered on our behalf and have not received any compensation from us during the fiscal year ended March 31, 2017. No officer or director is required to make any specific amount or percentage of his business time available to us.

 

While we do not presently anticipate engaging the services of professional firms that specialize in finding business acquisitions on any formal basis, we may engage such firms in the future, in which event we may be required to pay a finder's fee or other compensation. In no event, however, will we pay a finder's fee or commission to any of our officers and directors or any entity with which an officer or director is affiliated. We do not have any incentive or stock option plan in effect.

 

Director Compensation

 

We do not currently pay any cash fees to our director, nor do we pay director’s expenses in attending board meetings.

 

Employment Agreements

 

We are not a party to any employment agreements. 

 

Compensation Committee and Insider Participation

 

The Company does not have a standing compensation committee or a committee performing similar functions, since the board of directors has determined not to compensate the officers and directors until such time that the Company completes a reverse merger or business combination.

 

Compensation Committee Report

 

The Company does not have a standing compensation committee or a committee performing similar function, and therefore does not have a compensation committee report.

 

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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 

The following table sets forth certain information as of May 19, 2017 regarding the number and percentage of Common Stock (being our only voting securities) beneficially owned by each named executive officer, director, each person (including any “group” as that term is used in Section 13(d)(3) of the Exchange Act) known by us to own more than 5% of Common Stock, and all officers and directors as a group.

 

Name of Beneficial Owner (1)  Shares of Common Stock Beneficially Owned (2)   Percentage of Ownership 
Zvi Ben-Zvi   -    - 
           
All officers and directors as a group (2 persons)   -    - 
           
Greater than 5% Stockholders          
           
Cutter Mill Capital LLC. (3)   7,500,000    81.1%
           
Moyo Partners, LLC (4)   900,000    9.7%

 

 

(1) Unless otherwise provided, the address of each person is 430 Park Ave 4th Floor New York, NY 10022.

 

(2) Beneficial Ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. The percent of class has also been determined in accordance with rules of the SEC. For purposes of computing such percentage, as of May 19, 2017, there were 9,250,000 shares of Common Stock outstanding.

 

(3) Michael Vasinkevich, the sole member and manager of Rodman, the managing member of Cutter Mill Capital LLC, is deemed to beneficially own the 7,500,000 shares of Common Stock owned of record by Cutter Mill Capital LLC.

 

(4) Arnold P. Kling, the managing member of Moyo Partners, LLC, and is deemed to beneficially own the 900,000 shares of Common Stock owned of record by Moyo Partners, LLC.

 

There are no arrangements known to the Company, the operation of which may at a subsequent date result in a change in control of the Company.

 

Item 13. Certain Relationships and Related Transactions, and Director Independence.

 

Since April 1, 2014, there have been no related party transactions in which the amount involved exceeded the lesser of $120,000 or one percent of the average of our total assets at year end for the last two completed fiscal years, except as disclosed below.

 

On April 28, 2017, Rodman purchased Conference LLC’s loan to the Company. Subsequently, on the same day, Rodman converted the entire aggregate loan balance of $85,000 into 4,250,000 shares of Common Stock and transferred all of its shares of Common Stock to Cutter Mill Capital LLC.

 

On September 9, 2014, the Company entered into and closed a Repurchase Agreement with NLBDIT pursuant to NLBDIT sold and the Company repurchased 5,000,000 shares of Common Stock for an aggregate purchase price of $65,000. Prior to the closing or the Repurchase Agreement, NLBDIT was the sole shareholder of the Company.

 

On June 3, 2011, the Company issued a Promissory Note payable (the “Note”) to NLBDIT 2010 Enterprises, LLC, a company controlled by the Company’s former President, Mr. Masri.  The Note bore interest at 6% and was payable upon completion of a business combination with a private company in a reverse merger or other transaction after which the Company would cease to be a shell company. In conjunction with the Change in Control, in September 2014, the outstanding principal and all the related accrued interest on the Note were forgiven and converted to additional paid-in capital.

 

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As of June 30, 2014, the Company received $47,735 (the “SFG Advances”) from Sunrise Financial Group (“SFG”) to pay for professional fees. Nathan Low, a principal of our sole stockholder at the time, NLBDIT, was founder and President of SFG. These funds were advanced interest free and were unsecured. There was no written or oral agreement in effect with respect to the SFG Advances, provided, that the Company intended to reimburse the SFG Advances at the time of the closing of a business combination. In conjunction with the Change in Control, in September 2014, the SFG Advances were forgiven and converted to additional paid-in capital.

 

During the fiscal year ended March 31, 2014, the Company engaged Samir Masri CPA Firm P.C. to provide accounting services to the Company. Mr. Masri, the Company’s former Chief Executive Officer, Chief Financial Officer, President, Secretary and director, is the founder and President of Samir Masri CPA Firm P.C. Pursuant to such arrangement, during the fiscal year ended March 31, 2015, the Company paid $5,000 to Samir Masri CPA Firm P.C. for services rendered in connection with the preparation of the financial statements for the Company’s periodic reports.  

 

As of September 9, 2014, the Company began using the office space and equipment of Rodman, the shareholder of 65% of the outstanding shares of Common Stock, at no cost.

 

The Company’s board of directors conducts an appropriate review of and oversees all related party transactions on a continuing basis and reviews potential conflict of interest situations where appropriate. The board of directors has not adopted formal standards to apply when it reviews, approves or ratifies any related party transaction, but will review related party transactions to ensure any such transaction is fair and reasonable to the Company and on terms comparable to those reasonably expected to be agreed to with independent third parties for the same goods and/or services at the time they are considered by the board of directors.

 

Except as otherwise indicated herein, there have been no other related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 and Item 407(a) of Regulation S-K.

 

 Director Independence

 

The Company is not a listed issuer whose securities are listed on a national securities exchange, or an inter-dealer quotation system which has requirements that a majority of the board of directors be independent.  Under NASDAQ Rule 5605(a)(2)(A), a director is not considered to be independent if he or she also is an executive officer or employee of the corporation.  Under such definition, our sole director, Arnold P. Kling would not be considered independent as he also serves as an executive officer of the Company.

 

Item 14.  Principal Accounting Fees and Services

 

Raich Ende Malter & Co. LLP is the Company's independent registered public accounting firm.

 

Audit Fees

 

The aggregate fees billed by Raich Ende Malter & Co. LLP for professional services rendered for the audit of our annual financial statements and review of financial statements included in our quarterly reports on Form 10-Q or services that are normally provided in connection with statutory and regulatory filings were approximately $13,000 for each of the fiscal years ended March 31, 2017 and 2016.

 

Audit-Related Fees

 

There were no fees billed by Raich Ende Malter & Co. LLP for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements for the fiscal years ended March 31, 2017 and 2016.

 

Tax Fees

 

The aggregate fees billed by Raich Ende Malter & Co. LLP for professional services for tax compliance, tax advice, and tax planning were approximately $1,000 for each of the fiscal years ended March 31, 2017 and 2016.

 

All Other Fees

 

There were no fees billed by Raich Ende Malter & Co. LLP for other products and services for the fiscal years ended March 31, 2017 and 2016.

 

Audit Committee’s Pre-Approval Process

 

The board of directors acts as the audit committee of the Company, and accordingly, all services are approved by all the members of the board of directors.

 

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Part IV

 

Item 15. Exhibits, Financial Statement Schedules

 

(a)The following documents are filed as part of this Report:

 

1. Financial Statements. The following financial statements and the report of our independent registered public accounting firm, are filed herewith and begins on page F-1 which follows page 7 to this Annual Report on Form 10-K.

 

Report of Independent Registered Public Accounting Firm;
   
Balance Sheets at March 31, 2017 and 2016;
   
Statements of Operations for the years ended March 31, 2017 and 2016;
   
Statements of Changes in Stockholders’ Deficiency for the years ended March 31, 2017 and 2016;
   
Statements of Cash Flows for the years ended March 31, 2017 and 2016; and
   
Notes to Financial Statements.

 

2.Financial Statement Schedules.

 

Schedules are omitted because the information required is not applicable or the required information is shown in the financial statements or notes thereto.

 

3.Exhibits Incorporated by Reference or Filed with this Report.

 

Exhibit   Description
     
3.1*   Certificate of Incorporation
     
3.2*   By-laws
     
14.1**   Code of Ethics
     
31.1   Chief Executive Officer Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002
31.2   Chief Executive Officer Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002
32.1***   Chief Executive Officer Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002
32.2***   Chief Executive Officer Certification 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 CALCULATION LINKBASE DOCUMENT
     
101.DEF   XBRL TAXONOMY DEFINITION LINKBASE DOCUMENT
     
101.LAB   XBRL TAXONOMY LABEL LINKBASE DOCUMENT
     
101.PRE   XBRL TAXONOMY PRESENTATION LINKBASE DOCUMENT

 

 

* Filed as an exhibit to the Company’s registration statement on Form 10, as filed with the SEC on August 12, 2011, and incorporated herein by this reference.
** Filed as an exhibit to the Company’s Form 10-K, as filed with the SEC on July 17, 2012, and incorporated herein by this reference.
*** Furnished, not filed, in accordance with Item 601(32)(ii) of Regulation S-K.

 

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SIGNATURES

 

In accordance with Section 13 or 15(d) 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.

 

  TRENTON ACQUISITION CORP.
     
Dated: May 25, 2017 By: /s/ Zvi Ben- Zvi
    Zvi Ben-Zvi
   

President

(Principal Executive Officer)

 

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

    Title   Date
         
/s/ Zvi Ben-Zvi   President, Secretary and Director   May 25, 2017
Zvi Ben-Zvi   (Principal Executive Officer)    

 

/s/ Kenneth J. Kirsch   Chief Financial Officer   May 25, 2017
Kenneth J. Kirsch   (Principal Financial Officer)    

 

 

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