U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of
1934 for the Quarterly Period Ended July 31, 2001
Commission file number 000-27333
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AKID CORPORATION
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(Exact name of small business issuer as specified in its charter)
Colorado 84-1493150
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7899 West Frost Drive, Littleton, Colorado 80128
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(Address of principal executive offices) (Zip Code)
303-979-3224
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(Issuer's telephone number)
Not applicable
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(Former name, former address and former fiscal year, if changed since last
report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes X No
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State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.
As of July 31, 2001, 1,230,000 shares of common stock, no par value, were
outstanding.
INDEX
Page
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PART I--FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed balance sheet - July 31, 2001 (Unaudited) 3
Condensed statements of operations (Unaudited) - Three months ended
July 31, 2001 and 2000 and April 9, 1998 (inception) through
July 31, 2001 4
Condensed statements of cash flows (Unaudited) - Three months ended
July 31, 2001 and 2000 and April 9, 1998 (inception) through
July 31, 2001 5
Notes to condensed financial statements (Unaudited) 6
Item 2. Plan of operation 8
PART II--OTHER INFORMATION 8
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
Signatures 9
2
AKID CORPORATION
(A Development Stage Company)
Condensed Balance Sheet
July 31, 2001
(Unaudited)
Total Assets $ -
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Liabilities and shareholders' deficit
Liabilities:
Accounts payable, related party (Note B) $ 9,673
Accrued liabilities 1,750
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Total liabilities 11,423
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Shareholders' deficit:
Preferred stock, no par value; 5,000,000 shares authorized;
-0- shares issued and outstanding -
Common stock, no par value; 20,000,000 shares authorized;
1,230,000 shares issued and outstanding 2,673
Additional paid-in capital 4,000
Deficit accumulated during development stage (18,096)
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Total shareholders' deficit $ (11,423)
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Total liabilities and shareholders' deficit $ -
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See accompanying notes to condensed financial statements
3
AKID CORPORATION
(A Development Stage Company)
Condensed Statements of Operations
(Unaudited)
April 9,
1998
Three Months Ended (inception)
July 31, Through
------------------------------ July 31,
2001 2000 2001
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Costs and expenses:
Stock-based compensation
(Note B):
Organizational costs $ - $ - $ 500
Contributed rent (Note B) 300 300 4,000
General and administrative 560 1,052 13,702
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Total cost and expenses (860) (1,352) (18,202)
- - 106
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Net loss before income taxes (860) (1,352) (18,096)
Income taxes (Note C) - - -
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Net loss $ (860) $ (1,352) $ (18,096)
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Basic and diluted loss per
common share $ * $ *
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Basic and diluted weighted
average common shares
outstanding 1,230,000 1,230,000
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* Less than $.01 per share
See accompanying notes to condensed financial statements
4
AKID CORPORATION
(A Development Stage Company)
Condensed Statements of Cash Flows
(Unaudited)
April 9,
1998
Three Months Ended (inception)
July 31, Through
------------------------------ July 31,
2001 2000 2001
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Net cash used in operating
activities (560) (305) (11,846)
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Cash flows from financing
activities:
Advances from affiliate
(Note B) 560 305 9,673
Proceeds from sale of common
stock - - 2,300
Payments for offering costs - - (127)
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Net cash provided by financing
activities 560 305 11,846
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Net change in cash - - -
Cash, beginning of period - - -
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Cash, end of period $ - $ - $ -
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Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest $ - $ - $ -
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Income taxes $ - $ - $ -
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See accompanying notes to condensed financial statements
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AKID CORPORATION
(A Development Stage Company)
Notes to Condensed Financial Statements
(Unaudited)
Note A: Basis of Presentation
The financial statements presented herein have been prepared by the Company in
accordance with the accounting policies in its audited financial statements
for the year ended April 30, 2001 as filed in its Form 10-KSB and should be
read in conjunction with the notes thereto. The Company entered the
development stage in accordance with Statement of Financial Accounting
Standard ("SFAS") No. 7 on April 9, 1998 and its purpose is to evaluate,
structure, and complete a merger with, or acquisition of, a privately owned
corporation.
In the opinion of management, all adjustments (consisting only of normal
recurring adjustments) which are necessary to provide a fair presentation of
operating results for the interim periods presented have been made. The
results of operations for the period presented are not necessarily indicative
of the results to be expected for the year.
Interim financial data presented herein are unaudited.
Note B: Related Party Transactions
Corporate Management Services ("CMS") organized the Company in exchange for
1,000,000 shares of the Company's common stock. The common stock was valued
at $500 by the Company's Board of Directors. CMS may, from time to time,
advance to the Company any additional funds that the Company needs for
operating capital and for costs in connection with searching for or completing
an acquisition or merger.
CMS provided office space at no charge to the Company, on an as needed basis,
for all periods presented in the accompanying financial statements. The
Company's Board of Directors valued this free service at approximately $100
per month, based on prevailing local market rates. The accompanying financial
statements include a charge to rent expense and a credit to paid-in capital of
$300, $300, and $4,000, respectively, for the three months ended July 31, 2001
and 2000, and the period from April 8, 1998 (inception) through July 31, 2001.
At April 30, 2001 the Company owed CMS $9,113 for certain legal and accounting
expenses paid by CMS on behalf of the Company. During the three months ended
July 31, 2001 CMS paid an additional $560 in legal, accounting, and general
and administrative expenses on behalf of the Company, which resulted in a net
due to CMS at July 31, 2001 of $9,673.
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AKID CORPORATION
(A Development Stage Company)
Notes to Condensed Financial Statements
(Unaudited)
Note C: Income Taxes
The Company records its income taxes in accordance with Statement of Financial
Accounting Standard No. 109, "Accounting for Income Taxes". The Company
incurred net operating losses during the periods shown on the condensed
financial statements resulting in a deferred tax asset, which was fully
allowed for, therefore the net benefit and expense result in $0 income taxes.
Note D: Proposed change in control
On August 16, 2001, the Company and CMS entered into a Stock Purchase
Agreement with IVP Production Partners ("IVP"), a British Columbia, Canada
partnership. Under the Agreement, CMS agrees to sell 800,000 shares
(representing 65 percent of the issued and outstanding shares) of the
Company's common stock for $50,000 in cash and a note. Under the terms of the
Agreement, IVP wired to CMS $10,000 upon the execution of the Agreement, an
additional $10,000 is due at closing, and the balance of $30,000 will be paid
in the form of a senior promissory note. At closing IVP will receive the
stock certificates representing 800,000 shares of the Company's common stock.
Closing of the Agreement would result in a change in control of the Company.
7
Part I--Item 2. Plan of Operation
The Company's plan of operation is to seek out, investigate, and pursue a
merger, acquisition, or other business combination with an entity desiring the
perceived benefits offered by the Company as a result of its having a class of
securities registered under the Exchange Act. There have been no revenues
from operations since formation, and none are anticipated prior to completing
a business combination. The Company has no full time employees,
incurs nominal rent and administrative expenses of $100 per month, and has no
other recurring operational expenses except professional fees incurred as
necessary. The Company's president continues to devote approximately ten (10)
hours per month, without compensation, to the affairs of the Company. The
Company does not anticipate raising any additional funds in the next twelve
(12) months, and has no present plans to acquire any assets or make any
investments prior to completing a business combination.
Part II--Other Information
Items 1 through 5
No response required.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
None
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Akid Corporation
Date: September 13, 2001 By: /s/ George G. Andrews
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George G. Andrews, President
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