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 January 31, 2002
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 No X
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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 January 31, 2002, 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, January 31, 2002 (Unaudited) 3
Condensed statements of operations (Unaudited) - Three months and
nine months ended January 31, 2002 and 2001, and for the period
from April 9, 1998 (inception) through January 31, 2002 4
Condensed statements of cash flows (Unaudited) - Nine months ended
January 31, 2002 and for the period from April 9, 1998 (inception)
through January 31, 2002 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
January 31, 2002
(Unaudited)
Total assets $ -
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Liabilities and shareholders' deficit
Liabilities:
Accounts payable, related party (Note B) $ 11,694
Accrued liabilities 750
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Total liabilities 12,444
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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 4,600
Deficit accumulated during development stage (19,717)
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Total shareholders' deficit $ (12,444)
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Total liabilities and shareholders' deficit $ -
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See accompanying notes to condensed financial statements
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AKID CORPORATION
A Development Stage Company
Condensed Statements of Operations
(Unaudited)
April 9, 1998
Three Months Ended Nine Months Ended (inception)
January 31, January 31, Through
________________________________ ______________________________ January 31,
2002 2001 2002 2001 2002
______________ ______________ ______________ ______________ ______________
Costs and expenses:
Stock-based compensation (Note B):
Organizational costs $ - $ - $ - $ - $ 500
Contributed rent (Note B) 300 300 900 900 4,600
General and administrative 250 500 1,581 2,269 14,723
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Total cost and expenses (550) (800) (2,481) (3,169) (19,823)
Interest income - - - - 106
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Net loss before income taxes (550) (800) (2,481) (3,169) (19,717)
Income taxes (Note C) - - - - -
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Net loss $ (550) $ (800) $ (2,481) $ (3,169) $ (19,717)
============== ============== ============== ============== ==============
Basic and diluted loss per common share $ (0.00) $ (0.00) $ (0.00) $ (0.00)
Basic and diluted weighted average ============== ============== ============== ==============
common shares outstanding 1,230,000 1,230,000 1,230,000 1,230,000
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See accompanying notes to condensed financial statements
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AKID CORPORATION
(A Development Stage Company)
Condensed Statements of Cash Flows
(Unaudited)
April 9,
1998
Nine Months Ended (inception)
January 31, Through
------------------------------ January 31,
2002 2001 2002
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Net cash used in operating
activities $ (2,581) $ (3,517) $ (14,427)
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Cash flows from financing
activities:
Advances from affiliate
(Note B) 2,581 3,517 12,254
Proceeds from sale of common
stock - - 2,300
Payments for offering costs - - (127)
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Net cash provided by financing
activities 2,581 3,517 14,427
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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 provides office space to the Company, on an as needed basis, for all
periods presented in the accompanying financial statements. The Company's
Board of Directors has valued this 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 $900,
$900, and $4,600, respectively, for the nine months ended January 31, 2002 and
2001, and the period from April 8, 1998 (inception) through January 31, 2002.
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 nine months ended
January 31, 2002 CMS paid an additional $2,581 in legal, accounting, and
general and administrative expenses on behalf of the Company, which resulted
in a net due to CMS at January 31, 2002 of $11,694.
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.
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AKID CORPORATION
(A Development Stage Company)
Notes to Condensed Financial Statements
(Unaudited)
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 agreed 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 from IVP. The Stock
Purchase Agreement was terminated on March 13, 2002. Management does not
expect these transactions to have a material impact to the Company's financial
statements. Accordingly, the financial statements do not include any
adjustments resulting from this proposed change in control.
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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: May 2, 2002 By: /s/ George G. Andrews
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George G. Andrews, President
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