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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2004
[ ] 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 0-27799
CIK Number 0001092797
RUSSIAN ATHENA, INC.
(Exact Name of small business issuer as specified in its charter)
Delaware 33-0619531
(State or other Jurisdiction of I.R.S. Employer Identi-
Incorporation or Organization fication No.)
24351 Pasto Road, #B, Dana Point, California 92629
(Address of Principal Executive Offices) (Zip Code)
(949) 489-2400
(Issuer's Telephone Number, including Area Code)
Indicate by check mark whether the Registrant (i) 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 (of for such shorter period that the
Registrant was required to file such reports) and (ii) has been subject to such
filing requirements for the past 90 days.
Yes X No
Indicate the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date.
Common Stock, $.001 par value 13,600,000
- ---------------------------------- ----------------------
Title of Class Number of Shares outstanding
at March 31, 2004
Transitional Small Business Format Yes No X
RUSSIAN ATHENA, INC.
(A Development Stage Company)
UNAUDITED CONDENSED BALANCE SHEETS
ASSETS
March 31, June 30,
2004 2003
CURRENT ASSETS
Cash and chash equivalents $ 49,980 $ --
Deposits 215 215
Total Current Assets $ 50,195 $ 215
========= ========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 1,247 $ 1,247
Note Payable
50,000 --
Accounts payable - related party 18,862 16,386
--------- --------
Total Current liabilities $ 70,109 $ 17,633
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred Stock, $.001 par value; 1,000,000 shares
authorized; no shares issued and outstanding -- --
Common Stock, $.001 par value; 200,000,000 shares
authorized; 15,600,000 shares issued and outstanding 13,600 13,600
Capital in excess of par value 2,415 2,415
Deficit accumulated during the development stage (35,929) (33,433)
--------- --------
Total Stockholders' Equity (Deficit) (19,914) (17,418)
--------- --------
$ 50,195 $ 215
========= ========
The accompanying notes are an integral part of these unaudited
condensed financial statements.
RUSSIAN ATHENA, INC.
(A Development Stage Company)
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
FROM INCEPTION
FOR THE THREE FOR THE NINE ON APRIL 20
MONTHS ENDED MONTHS ENDED1994 THROUGH
MARCH 31, MARCH 31, MARCH 31
2004 2003 2004 2003 2004
REVENUES $ -- $ -- $ -- $ -- $ --
-------------- ------------- ------------- ------------ ----------------
EXPENSES
General and Administrative 220 198 2,496 1,950 35,929
-------------- ------------- ------------- ------------ ----------------
LOSS BEFORE INCOME TAXES (220) (198) (2,496) (1,950) (35,929)
CURRENT TAX EXPENSE -- -- -- -- --
DEFERRED TAX EXPENSE -- -- -- -- --
-------------- ------------- ------------- ------------ ----------------
NET (LOSS) $ (220) $ (198) $ (2,496) $ (1,950) $ (35,929)
-------------- ------------- ------------- ------------ ----------------
LOSS PER COMMON SHARE $ (.00) $ (.00) $ (.00) $ (.00) $ (.01)
============== ============= ============= ============ ================
The accompanying notes are an integral part of these unaudited
condensed financial statements.
RUSSIAN ATHENA, INC.
(A Company in the Development Stage)
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
FROM INCEPTION
FOR THE NINE ON APRIL 20,
MONTHS ENDED 1994 THROUGH
MARCH 31, MARCH 31,
2004 2003 2004
Cash Flows from Operating Activities:
Net (Loss) $ (2,496) $ (1,950) $ (35,929)
Adjustments to reconcile net loss to net cash
used by operating activities:
Amortization -- -- 1,015
Contribution of research and
development -- -- 15,000
Increase in deposits -- -- (215)
Changes in assets and liabilities:
Increase in accounts payable -- 198 1,247
Increase in accounts payable
- related party 2,476 1,752 18,862
-------------- -------------- --------------------------
Net cash provided by Operating Activities (20) -- (20)
------------ ---------- ----------------
Cash Flows from Investing Activities:
Payment of organization costs -- -- (1,015)
-------------- -------------- --------------------------
Net Cash (Used) by Investing Activities -- -- (1,015)
------ ---------- -------------------
Cash flows from Financing Activities:
Proceeds from note payable 50,000 -- 50,000
Proceeds from sale of common stock -- -- 1,015
-------------- -------------- --------------------------
Net Cash Provided by FinancingActivities 50,000 -- 51,015
---------- ---------- ------------------
Net Increase (Decrease) in Cash 49,980 -- 49,980
Cash at Beginning of Period -- -- --
-------------- -------------- --------------------------
Cash at End of Period $ 49,980 $ -- $ 49,980
============= ============== ==========================
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest $ -- $ -- $ --
------------- ------------- -------------------------
Income taxes $ -- $ -- $ --
------------- ------------- -------------------------
Supplemental Schedule of Non-cash investing and Financing Activities:
For the nine months ended March 31, 2004: None
For the nine months ended March 31, 2003: None
The accompanying notes are an integral part of these unaudited condensed
financial statements.
1
RUSSIAN ATHENA, INC.
(fka Myercom, Inc.)
[A Development Stage Company]
Notes to Financial Statements
March 31, 2004
NOTE A Summary of Significant Accounting Policies
Organization
Russian Athena, Inc. [fka Myercom, Inc.] ("the Company") was organized
under the laws of the State of Delaware on April 20, 1994 for the
purpose of seeking out business opportunities, including acquisitions.
The Company is considered a development stage company as defined in
Statement of Financial Accounting Standards ("SFAS") No. 7. The Company
will be very dependent on the skills, talents and abilities of
management to successfully implement its business plan. Since
inception, the Company's activities have been limited to organizational
matters and development of its business plan. The Company has begun
operations in Russia; setting up preliminary operations for their
planned bride services there. The Company has, at present time, not
paid any dividends and any dividends that may be paid in the future
will depend upon the financial requirements of the Company and other
factors.
Statement of Cash Flows
For purposes of the Statement of Cash Flows, the Company considers all
highly liquid debt investments purchased with a maturity of three
months or less to be cash equivalents. The Company had cash and cash
equivalents totaling $49,980 as of March 31, 2004.
Loss Per Share
The computation of loss per share is based on the weighted average
number of shares outstanding during the period, presented in accordance
with Statement of Financial Accounting Standards No.
128, "Earnings Per Share".
Income Taxes
The Company applies Statement of Financial Accounting Standard (SFAS)
No. 109, "Accounting for Income Taxes," which requires the asset and
liability method of accounting for income taxes. The asset and
liability method requires that the current or deferred tax consequences
of all events, recognized in the financial statements, be measured by
applying the provisions of enacted tax laws to determine the amount of
taxes payable or refundable currently or in future years. (See Note C)
NOTE A Summary of Significant Accounting Policies [continued]
Revenue Recognition
The Company recognizes revenues in accordance with the Securities and
Exchange Commission, Staff Accounting Bulletin (SAB) No. 104, "Revenue
Recognition in Financial Statements." SAB 104 clarifies application of
U.S. generally accepted accounting principles to revenue transactions.
The Company shall recognize revenue from fees as earned, which is when
addresses are sold, introductions are made, tours or travel assistance
is provided, e-mail forwarding and translation is complete, or other
services or products are delivered to the customer. Currently, the
Company has no revenue generating operations.
Use of Estimates in Preparation of Financial Statements
The preparation of financial statements in conformity with U.S.
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could
differ from those estimates.
Investments
The Company's investments comprise money market funds and equity
securities. These investments are held in the custody of a major
financial institution. At September 30, 2004, the Company's investments
were classified as available-for-sale. These investments are recorded
in the Balance Sheets at fair value. Unrealized gains and losses on
these investments are included as a separate component of accumulated
other comprehensive income, net of tax. [See Note F]
Fair Value Financial Instruments
The fair values of accounts receivable, prepaid expenses and accounts
payable, accrued expenses, and notes payable are estimated to
approximate the carrying values at March 31, 2004 due to the short
maturities of such instruments. .
Recently Enacted Accounting Standards
In December 2002, the FASB issued SFAS No. 148, Accounting for
Stock-Based Compensation-Transition and Disclosure. SFAS No. 148 amends
SFAS No. 123 to provide alternative methods of transition for a
voluntary change to the fair value based method of accounting for
stock-based employee compensation. In addition, SFAS No. 148 amends the
disclosure requirements of SFAS No. 123 to require prominent
disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the
effect of the method used on reported results. The provisions of SFAS
No. 148 are effective for financial statements for fiscal years and
interim periods ending after December 15, 2002. The disclosure
provisions of SFAS No. 148 have been adopted by the Company (See 1994
Stock Option Plan in Note B).
SFAS No. 150, Accounting for Certain Financial Instruments with
Characteristics of both Liability
and Equity ("SFAS No. 150") was issued in May 2003. SFAS No. 150
establishes standards for how an
issuer classifies and measures certain financial instruments with
characteristics of both liability
and equity in its statement of financial position. The adoption
of SFAS No. 150 did not have a
material impact on the Company's Consolidated Financial Statements.
In November 2002, the Financial Accounting Standards Board ("FASB")
issued Financial Accounting Standards Board Interpretation No. ("FIN")
45, Guarantor's Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness of Others, which requires
the guarantor to recognize as a liability the fair value of the
obligation at the inception of the guarantee. The disclosure
requirements in FIN 45 are effective for financial statements of
interim or annual periods ending after December 15, 2002. Management
believes the Company has no guarantees that are required to be
disclosed in the financial statements. The recognition provisions are
to be applied on a prospective basis to guarantees issued after
December 31, 2002. The adoption of the recognition provisions of FIN 45
did not have a material impact on the Company's financial statements.
In January 2003, the FASB issued FIN No. 46, Consolidation of Variable
Interest Entities, an interpretation of Accounting Research Bulletin
("ARB") No. 51. FIN No. 46, as revised in December 2003, addresses
consolidation by business enterprises of variable interest entities.
FIN No. 46 applies immediately to variable interest entities created
after January 31, 2003, and to variable interest entities in which an
enterprise obtains an interest after that date. FIN No. 46 applies in
the first year or interim period ending after December 15, 2003, to
variable interest entities in which an enterprise holds a variable
interest that it acquired before February 1, 2003. The adoption of FIN
No. 46 did not have a material impact on the Company's financial
statements.
NOTE B Stock
Preferred Stock
The Company has authorized 1,000,000 shares of preferred stock, $0.001
par value, with such rights, preferences and designations to be issued
in such series as determined by the Board of Directors.
No shares are issued and outstanding at March 31, 2004.
Common Stock
The Company has authorized 200,000,000 shares of common stock with a
par value of $0.001. On April 20, 1994, in connection with its
organization, the Company issued 13,600,000 shares of its previously
authorized, but un-issued common stock. The shares were issued for cash
of $1,015 (or $0.00007 per share). The shares outstanding have been
adjusted for a 13.6 for one forward stock split in fiscal 2002.
1994 Stock Option Plan
On April 20, 1994, the Company adopted the 1994 Stock Option Plan. The
plan provides for the granting of awards of up to 2,000,000 shares of
common stock to officers, directors, employees, advisors, and employees
of other companies that do business with the Company as non-qualified
and qualified stock options. The Stock Option Committee of the Board of
Directors determines the option price, which cannot be less than the
fair market value at the date of the grant or 110% of the fair market
value if the recipient of the grant holds 10% or more of the Company's
common stock. The price per share of shares subject to a Non-Qualifies
option cannot be less than 85% of the fair market value. Options
granted under the plan will typically expire ten years from the date of
the grant (five years if the recipient of the grant holds 10% or more
of the Company's common stock on the date of the grant) or three months
after termination of employment. As of March 31, 2004, no options have
been granted.
NOTE C Accounting for Income Taxes
No provision has been made in the financial statements for income taxes
because the Company has accumulated losses from operations since
Inception. Any deferred tax benefit arising from the operating loss
carried forward is offset entirely by a valuation allowance since it is
currently not likely that the Company will be sufficiently profitable
in the near future to take advantage of the losses.
Deferred Tax Assets Balance Tax Rate
Federal Loss carryforward (expires through 2024) 35,929 5,389 15%
Valuation Allowance -- (5,389) --
-------- ------- --------
Deferred Tax Asset -- -- --
======== ======= ========
The allowance has increased $374 from $5,014 as of June 30, 2003.
NOTE D Liquidity
The accompanying financial statements have been prepared in conformity
with generally accepted accounting principles, which contemplate
continuation of the Company as a going concern. However, the Company
has accumulated losses since Inception totaling $35,929, and has
limited operations as of March 31, 2004. Further, the Company has
current liabilities in excess of current assets. Financing for the
Company's limited activities, to date, have been provided primarily by
the issuance of stock and by advances from a related party, or
shareholders. These factors raise substantial doubt about the ability
of the Company to continue as a going concern.
Management is proposing to raise any necessary additional funds, not
provided by operation, through loans or through additional sales of its
common stock or through a possible business combination with another
company. There is no assurance that the Company will be successful in
raising this additional capital or achieving profitable operations. The
financial statements do not include any adjustments that might result
from the outcome of these uncertainties.
NOTE E Related Party Transactions
Management Compensation
For the quarters ended March 31, 2004 and 2003, the Company did not pay
any compensation to any officer or director of the Company.
Office Space
The Company has not had a need to rent office space in the U.S. An
officer/shareholder of the Company is allowing the Company to use his
offices as a mailing address, as needed, at no expense to the Company.
Shareholder Loan
During the three months ended Match 31, 2004 and 2003, an
officer/shareholder of the Company directly paid expenses totaling
$2,476 and $1,752 on behalf of the Company. At March 31, 2004, the
Company owed the shareholder $18,862. No interest is being accrued on
the payable.
Note Payable
At March 31, 2004, the Company received loan proceeds from a lender who
is controlled by an officer/shareholder of the Company. As of March 31,
2004, the Company owed the related party $50,000 in principal on the
note and $0 in accrued interest. The Company issued a convertible
promissory note in the amount of $50,000. The lender has the right, at
maturity (July 1, 2005), to convert the principal sum and all accrued
interest into a number of shares of common stock of the Company at a
price of $.01 per share, or book value per share, whichever is lower.
The following summarizes the Company's indebtedness as of March 31,
2004:
Convertible Promissory Note, interest at 8%, payable in
Lump sum payment, originally due July 1, 2005 $ 50,000
Total $ 50,000
---------------
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
The Company has limited working capital and no activities.
Item 3. Controls and Procedures.
a) Evaluation of disclosure controls and procedures.
Under the supervision and with the participation of our management,
including our principal executive officer and principal financial officer, we
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as of March 31, 2004. Based on this evaluation,
our principal executive officer and our principal financial officer concluded
that, as of the end of the period covered by this report, our disclosure
controls and procedures were effective and adequately designed to ensure that
the information required to be disclosed by us in the reports we file or submit
under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in applicable rules and forms.
(b) Changes in internal controls over financial reporting.
During the quarter ended March 31, 2004, there has been no change in
our internal control over financial reporting that has materially affected, or
is reasonably likely to materially affect, our internal control over financial
reporting.
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS - None
Item 2. CHANGES IN SECURITIES - None
---------------------
Item 3. DEFAULTS UPON SENIOR SECURITIES - None
-------------------------------
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - None
---------------------------------------------------
Item 5. OTHER INFORMATION - None
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibits--Exhibits 31 and 32 (Sarbanes Oxley certifications)
Reports on Form 8-K--None.
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.
RUSSIAN ATHENA, INC.
Date: December 4, 2004 By:/s/ Jehu Hand
-------------
Jehu Hand,
President and Chief Financial
Officer (chief financial officer
and accounting officer and duly
authorized officer)