U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~December~~June 3130, ~~2016~~2017

☐ 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 000-54479

Trenton Acquisition Corp.

(Exact name of registrant as specified in its charter)

Delaware		45-2558944
(State or other jurisdiction		(I.R.S. Employer
(State or other jurisdiction of		(I.R.S. Employer
of incorporation or organization)		Identification Number)
incorporation or organization)		Identification Number)

430 Park Avenue 4^th Floor

New York, NY 10022

(Address of principal executive offices) (Zip Code)

(212) 356-0509

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

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 ☒ No ☐.

Indicate by check mark 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 ☐.

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

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐.

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 59,~~000~~250,000 shares of common stock, par value $.0001 per share, outstanding as of ~~January~~August 1211, 2017.

TRENTON ACQUISITION CORP.

TABLE OF CONTENTS

		Page
PART I - FINANCIAL INFORMATION:
Item 1.	Financial Statements:	1
	Condensed Balance Sheets as of December 31, 2016 (Unaudited) and March 31, 2016	1
	Condensed Balance Sheets as of June 30, 2017 (Unaudited) and March 31, 2017	1
	Condensed Statements of Operations (Unaudited) for the Three and Nine Months Ended December 31, 2016 and 2015	2
	Condensed Statements of Operations (Unaudited) for the Three Months Ended June 30, 2017 and 2016	2
	Condensed Statements of Cash Flows (Unaudited) for the Nine Months Ended December 31, 2016 and 2015	3
	Condensed Statements of Cash Flows (Unaudited) for the Three Months Ended June 30, 2017 and 2016	3
	Notes to Condensed Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	98
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	1312
Item 4.	Controls and Procedures	1312
PART II - OTHER INFORMATION:
Item 1.	Legal Proceedings	1412
Item 1A.	Risk Factors	1412
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1412
Item 3.	Defaults Upon Senior Securities	1412
Item 4.	Mine Safety Disclosures	1412
Item 5.	Other Information	1412
Item 6.	Exhibits	1513
Signatures		1614

FORWARD-LOOKING STATEMENTS

Certain statements made in this Quarterly Report on Form 10-Q are “forward-looking statements” regarding the plans and objectives of management for future operations and market trends and expectations. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements 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. Our plans and objectives are based, in part, on assumptions involving the continued expansion of our 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 our control. Although we believe that our assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance that 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 us or any other person that our objectives and plans will be achieved. We undertake no obligation to revise or update publicly any forward-looking statements for any reason. The terms “we”, “our”, “us”, or any derivative thereof, as used herein refer to Trenton Acquisition Corp, a Delaware corporation.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

TRENTON ACQUISITION CORP.

CONDENSED BALANCE SHEETS

	December 31, 2016			March 31,2016
	June 30, 2017			March 31, 2017
	(Unaudited)			(Audited)
	(UNAUDITED)			(AUDITED)
ASSETS
CURRENT ASSETS:
Cash	$	~~1,692~~497		$	~~2,082~~692
Total Current Assets		~~1,692~~497			~~2,082~~692
TOTAL ASSETS	$	~~1,692~~497		$	~~2,082~~692
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	34,000		$	~~3,000~~-
Loans payable - related parties		7537,000			4085,000
Total Current Liabilities		7841,000			4385,000
COMMITMENTS AND CONTINGENCIES		-			-
STOCKHOLDERS' DEFICIENCY:
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
Common stock, $.0001 par value; 100,000,000 shares authorized; 9,250,000 and 5,000,000 shares issued and outstanding, respectively		925			500
Additional paid-in capital		~~130~~215,~~450~~025			130,450
Accumulated deficit		(~~207~~256,~~258~~453	)		(~~171~~215,~~868~~258	)
Total Stockholders’ Deficiency		(7640,~~308~~503	)		(4084,~~918~~308	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY	$	~~1,692~~497		$	~~2,082~~692

See accompanying notes to the condensed financial statements

TRENTON ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended			Three Months Ended			~~Nine Months Ended~~			~~Nine Months Ended~~
	December 31, 2016			December 31, 2015			December 31, 2016			December 31, 2015
	June 30, 2017			June 30, 2016
REVENUES	$	-		$	-		$	-		$	-
GENERAL AND ADMINISTRATIVE EXPENSES		841,~~562~~195			810,~~089~~676			~~35,390~~			~~23,774~~
(LOSS) BEFORE BENEFIT FROM INCOME TAXES		(841,~~562~~195	)		(810,~~089~~676	)		~~(35,390~~	)		~~(23,774~~	)
BENEFIT FROM INCOME TAXES		-			-			-			-
NET (LOSS)	$	(841,~~562~~195	)	$	(810,~~089~~676	)	$	~~(35,390~~	)	$	~~(23,774~~	)
BASIC AND DILUTED (LOSS) PER SHARE	$	-		$	-		$	-		$	-
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
- BASIC AND DILUTED		57,~~000~~989,~~000~~011			5,000,000			~~5,000,000~~			~~5,000,000~~

See accompanying notes to the condensed financial statements

TRENTON ACQUISITION CORP.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months Ended			Nine Months Ended
	Three Months Ended			Three Months Ended
	December 31, 2016			December 31, 2015
	June 30, 2017			June 30, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$	(3541,~~390~~195	)	$	(2310,~~774~~676	)
Adjustment to reconcile net loss to net cash used in operating activities:
Increase in accounts payable and accrued expenses		-4,000			3,~~000~~676
Net cash used in Operating Activities		(3537,~~390~~195	)		(207,~~774~~000	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from loans payable – related parties		3537,000			3010,000
Net cash provided by Financing Activities		3537,000			3010,000
Net increase (decrease) in cash		(~~390~~195	)		93,~~226~~000
Cash, at beginning of period		~~2,082~~692			2,~~252~~082
Cash, at end of period	$	~~1,692~~497		$	115,~~478~~082
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
NON-CASH FINANCING ACTIVITIES:
Conversion of loan payable - related party to common stock	$	85,000		$	-

See accompanying notes to the condensed financial statements

TRENTON ACQUISITION CORP.

NOTES TO CONDENSED 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 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 twelve 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.

Change in Control Transaction

On September 9, 2014, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with unrelated purchasers (collectively, the “Purchasers”), whereby the Company sold 5,000,000 shares of the Company’s common stock to the Purchasers for an aggregate purchase price of $65,000. Simultaneously, 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 the Company’s common stock for an aggregate purchase of $65,000. In conjunction with these transactions the loan payable-related party, note payable-related party, and the related accrued interest were forgiven and converted to additional paid-in capital. As a result of the foregoing transactions, the Company’s former Chief Executive Officer, Chief Financial Officer, President, Secretary, and Director resigned and one of the Company’s new stockholders was appointed President, Secretary, and Director and another new stockholder was appointed Chief Financial Officer of the Company. The sole member of Rodman & Co., LLC (“Rodman”) is deemed to beneficially own 3,250,000 shares of the Company’s common stock, representing 65% of the Company’s issued and outstanding shares and, as a result, has the ability to control the operations 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 and sole director of the Company to fill the vacancies in those positions due to the resignation of Arnold P. Kling.

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.

On April 28, 2017, Rodman & Co., LLC (“Rodman”) purchased Rodman & Renshaw Conference LLC’s $15,000 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. As a result of this transaction, the sole member of Rodman was deemed to beneficially own 7,500,000 shares of the Company’s common stock, representing 81% of the Company’s issued and outstanding shares and, as a result, has the ability to control the operations of the Company.

On April 28, 2017, Rodman transferred its entire ownership position, 7,500,000 shares, to Cutter Mill Capital LLC (“Cutter Mill”). Rodman is the sole member of Cutter Mill.

Note 2 -

Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) ~~for~~and ~~complete~~the rules and regulations of the Securities and Exchange Commission including Form 10-Q and Regulation S-X. Certain information and footnote disclosure normally present in annual financial ~~statement~~statements ~~presentation~~prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. In the opinion of management, all adjustments considered necessary for a fair presentation of the interim periods presented have been included. All such adjustments are of a normal recurring nature. The accompanying condensed financial statements and the information included under the heading Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Company’s audited financial statements and related notes included in the Company’s Form 10-K as of March 31, ~~2016~~2017. Interim results are not necessarily indicative of the results for a full year.

Use of Estimates

The preparation of condensed 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 dates of the condensed financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

TRENTON ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

Note 2 -

Summary of Significant Accounting Policies (cont’d.)

Use of 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 condensed 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 a tax authority would sustain the position upon examination. For tax positions meeting a “more-likely than-not” threshold, the amount recognized in the condensed 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 ~~December 31~~June 30, ~~2016~~2017 and March 31, ~~2016~~2017, the Company has no accrued interest or penalties related to uncertain tax positions.

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 either 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.

TRENTON ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

Note 2 -

Summary of Significant Accounting Policies (cont’d.)

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 condensed financial statements.

Note 3 -

Going Concern

The accompanying condensed 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 $~~207~~256,000, and has negative working capital of approximately $7641,000 at ~~December~~June 3130, ~~2016~~2017, which among other factors raises substantial doubt about the Company’s ability to continue as a going concern. 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 condensed 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 ~~December~~June 3130, ~~2016~~2017, the Company has net operating loss carryforwards of approximately $~~207~~256,000, subject to certain change of ~~control~~ control limitations, to reduce future federal and state taxable income through 2036.

The Company currently has no federal or state tax examinations in progress nor has it had any federal or state examinations since its inception. All of the Company’s tax years are subject to federal and state tax examination.

TRENTON ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

Note 4 -

Income Taxes (cont’d.)

The benefit from income taxes consists of the following:

		For The Nine Months Ended December 31, 2016				For The Nine Months Ended December 31, 2015
			For The Three Months Ended June 30, 2017				For The Three Months Ended June 30, 2016
~~Current Expense:~~	Current Expense:
Federal and State		$	-			$	-
	Federal and state		$	-			$	-
~~Deferred tax benefit:~~	Deferred tax benefit:
Federal and State			12,000				8,000
	Federal and state			14,000				4,000
~~Valuation allowance~~	Valuation allowance		~~(12,000~~	)(14,000	)		~~(8,000~~	)(4,000	)
~~Total~~	Total	$	-$	-		$	-$	-

The ~~income~~benefit ~~tax~~from ~~benefit~~income taxes 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 Nine Months Ended December 31, 2016				For The Nine Months Ended December 31, 2015
			For The Three Months Ended June 30, 2017				For The Three Months Ended June 30, 2016
~~Statutory federal income tax rate~~	Statutory federal income tax rate	~~(34~~		)%(34	)%	~~(34~~		)%(34	)%
~~Valuation allowance~~	Valuation allowance		34	%34	%		34	%34	%
~~Effective income tax rate~~	Effective income tax rate		0	%0	%		0	%0	%

Note 5 -

Common Stock

The Company is authorized to issue one hundred million (100,000,000) shares of $.0001 par value common stock, of which ~~five million~~nine million two hundred fifty (59,~~000~~250,000) shares have been issued. On April 28, 2017, the Company issued 4,250,000 shares of common stock in exchange for the loan payable to related party totaling $85,000.

Note 6 -

Preferred Stock

The Company is authorized to issue ten million (10,000,000) shares of $.0001 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~~ Loan Payable - related party consists of amounts advanced to the Company by ~~Rodman~~Cutter ~~and~~Mill ~~Rodman~~Capital ~~& Renshaw Conferences~~ LLC~~. The sole member of each of Rodman & Renshaw Conferences LLC and Rodman is the same individual and~~, ~~as such, is deemed to beneficially own 3,250,000 shares of~~ the Company’s ~~common stock, representing 65% of the Company’s issued and outstanding shares and, thus, can control the operations of the Company~~parent. AsThe ~~of December 31, 2016 and March 31, 2016, the~~ total loan ~~balances~~balance of $7537,000 at ~~and~~June ~~$40~~30,~~000,~~ ~~respectively, are~~2017 is unsecured, noninterest-bearing, and ~~have~~has no stipulated repayment terms.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward Looking Statement Notice

Certain statements made in this Quarterly Report on Form 10-Q 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. (“we”, “us”, “our” or 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~~ 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~~ 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~~ assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Quarterly ~~Report~~ 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~~ objectives and plans of the Company will be achieved.

Description of Business

The Company was incorporated in the State of Delaware on January 18, 2011 (Inception) and maintains its principal executive office at 430 Park Avenue, 4^th Floor, 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 pursue a business combination through the acquisition of, or merger with, an operating business. 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 its efforts to identify a possible business combination.

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."” Many states have enacted statutes, rules and regulations limiting the sale of securities of "“blank check"” companies in their respective jurisdictions. The Company is also a “shell company,” defined in Rule 12b-2 under the Exchange Act as a company with no or nominal assets (other than cash) and no or nominal operations. Management does not intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully concluded a business combination. The Company intends to comply with the periodic reporting requirements of the Exchange Act for so long as we are subject to those requirements.

In addition, 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 Exchange Act to hold a nonbinding advisory vote of shareholders on executive compensation and any golden parachute payments not previously approved.

The Company has also 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 us 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, our financial statements may not be comparable to companies that comply with public company effective dates.

We will remain an “emerging growth company” until the earliest of (1) the last day of the fiscal year during which our revenues exceed $1.07 billion, (2) the date on which we issue 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 our common equity securities pursuant to an effective registration statement filed pursuant to the Securities Act of 1933, as amended, or (4) when the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter. To the extent that we continue to qualify as a “smaller reporting company”, as such term is defined in Rule 12b-2 under the Exchange Act, after we cease to qualify as an emerging growth company, certain of the exemptions available to us as an emerging growth company may continue to be available to us 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.

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, the Company had $~~1,692~~497 in cash. There are no assurances that the Company ~~will~~ 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.

The Company 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.

109

~~Our current~~ ~~management has not had any contact or discussions with representatives of other entities regarding a business combination with us.~~ 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.

The Company anticipates that the selection of a business combination will be complex and extremely risky. 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 ~~December~~June 3130, ~~2016~~2017, we had total assets of $1497,~~692,~~ comprised exclusively of cash, compared with total assets of $~~2,082~~692 as of March 31, ~~2016~~2017, also comprised exclusively of cash. As of ~~December~~June 3130, ~~2016~~2017, we had total current liabilities equal to $7841,000, comprised of ~~loan~~ accounts payable toand ~~related~~accrued ~~party~~expenses, and ~~accounts~~loan payable ~~and~~to ~~accrued~~related ~~expenses~~party compared to total current liabilities of $4385,000 as of March 31, ~~2016~~ 2017, comprised of loan payable to related party ~~and accounts payable and accrued expenses~~. We provide no assurance that we can continue to satisfy our cash requirements for at least the next 12 months.

The following is a summary of the Company'’s cash flows provided by (used in) operating, investing, and financing activities:

	Nine Months Ended December 31, 2016			Nine Months Ended December 31, 2015
	Three Months Ended June 30, 2017			Three Months Ended June 30, 2016
Net Cash Used in Operating Activities	$	(3537,~~390~~195	)	$	(207,~~774~~000	)
Net Cash Used in Investing Activities		-			-
Net Cash Provided by Financing Activities		3537,000			3010,000
Net Increase (Decrease) in Cash and Cash Equivalents	$	(~~390~~195	)	$	93,~~226~~000

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

Results of Operations

The Company has not conducted any active operations since inception, except for its efforts to locate suitable acquisition candidates. No revenue has been generated by the Company from January 18, 2011 (Inception), through ~~December~~June 3130, ~~2016~~2017. It is unlikely the Company will have any revenues unless it is 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 the Company'’s ability to continue as a going concern. The Company’s plan of operation for the next 12 months shall be to continue its efforts to locate suitable acquisition candidates.

For the three ~~and nine~~ months ended June ~~December 31~~30, ~~2016~~2017, the Company had a net loss of $841,~~562~~195 ~~and $35,390, respectively,~~ comprised of legal, accounting, audit and other professional service fees incurred in connection with the preparation and filing of the Company’s periodic reports and investigating a potential business combination transaction, and general and administrative expenses.

For the three ~~and nine~~ months ended June ~~December 31~~30, ~~2015~~2016, the Company had a net loss of $810,~~089~~676 ~~and $23,774, respectively,~~ comprised of legal, accounting, audit and other professional service fees incurred in connection with the preparation and filing of the Company’s periodic reports and general and administrative expenses.

Off-Balance Sheet Arrangements

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

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed pursuant to the Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules, regulations and related forms, and that such information is accumulated and communicated to our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

As of ~~December~~June 3130, ~~2016~~2017, we carried out an evaluation, under the supervision and with the participation of our principal executive ~~officer~~ officer and our principal financial officer of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

Changes in Internal Controls

There have been no changes in our internal controls over financial reporting during the quarter ended ~~December~~June 3130, ~~2016~~2017 that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

There are presently no material 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 1A. Risk Factors.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

~~None~~On April 28, 2017, Rodman & Co., LLC (“Rodman”) purchased Rodman & Renshaw Conferences, LLC’s loan to us. Subsequently, on the same day, Rodman converted the entire aggregate loan balance of $85,000 into 4,250,000 shares of our common stock. The issuance of these 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.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

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Item 6. Exhibits.

Exhibit No.		Description
31.1		Chief Executive Officer Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002
31.2		Chief Financial Officer Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002 ~~Chief Executive Officer~~
32.1		Chief Executive Officer Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002.*
32.2		Chief Financial Officer Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002.*
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema
101.CAL		XBRL Taxonomy Extension Calculation Linkbase
101.DEF		XBRL Taxonomy Extension Definition Linkbase
101.LAB		XBRL Taxonomy Extension Label Linkbase
101.PRE		XBRL Taxonomy Extension Presentation Linkbase

*	Furnished, not filed, in accordance with Item 601(32)(ii) of Regulation S-K.

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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.

	Trenton Acquisition Corp.
Dated: January 12, 2017	By:	/s/ Zvi Ben-Zvi
Dated: August 14, 2017	By:	/s/ Zvi Ben-Zvi
		Zvi Ben-Zvi President (Principal Executive Officer)
Dated: January 12, 2017	By:	/s/ Kenneth J. Kirsch
Dated: August 14, 2017	By:	/s/ Kenneth J. Kirsch
		Kenneth J. Kirsch Chief Financial Officer, (Principal Financial Officer)

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