SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
September 30, 2003
OR
[ ] 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 0-28609
LUMINARY ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 52-2201516
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1504 R Street, N.W., Washington, D.C. 20009
(Address of principal executive offices) (zip code)
202/387-5400
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the last 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
Indicate the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.
Class Outstanding at September 30, 2003
Common Stock, par value $0.0001 5,000,000
Documents incorporated by reference: None
PART I -- FINANCIAL INFORMATION
LUMINARY ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF SEPTEMBER 30, 2003
(Unaudited)
-----------------------
ASSETS
------
Cash $ 500
------
TOTAL ASSETS $ 500
======
LIABILITIES AND STOCKHOLDER'S EQUITY
------------------------------------
LIABILITIES $ -
STOCKHOLDER'S EQUITY
Preferred Stock, $.0001 par value,
20,000,000 shares authorized,
none issued and outstanding -
Common Stock, $.0001 par value,
100,000,000 shares authorized,
5,000,000 issued and outstanding 500
Additional paid-in capital 1,330
Deficit accumulated during
development stage (1,330)
-----
Total Stockholder's Equity 500
-----
TOTAL LIABILITIES AND
STOCKHOLDER'S EQUITY $ 500
=======
See accompanying notes to financial statements
2
LUMINARY ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
(Unaudited)
-----------------------
For the For the For the For the March24,
Nine Months Nine Months 3-Months 3-Months 1999
Ended Ended Ended Ended (Inception)
Sept 30, Sept 30, Sept 30, Sept 30, to Sept 30,
2003 2002 2003 2002 2003
Income $ - $ - $ - $ - $ -
Expenses
Organization
expense - - - - 580
Professional
Fees - - - - 750
------- ------- ------- ------- -------
Total expenses - - - - 1,330
------- ------- ------- ------- -------
NET LOSS - - - - $(1,330)
======= ======= ======= ======= =======
See accompanying notes to financial statements
3
LUMINARY ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
FOR THE PERIOD FROM MARCH 24, 1999 (INCEPTION)
TO SEPTEMBER 30, 2003
(Unaudited)
--------------------
Deficit
Accumulated
Additional During
Common Stock Issued Paid-In Development
Shares Amount Capital Stage Total
------- ------ ------- ---------- -----
Common Stock Issuance 5,000,000 $ 500 $ - $ - $ 500
Fair value of expenses
contributed - - 1,330 - 1,330
Net loss for the years ended:
December 31, 1999 - - - (1,330) (1,330)
December 31, 2000 - - - - -
December 31, 2001 - - - - -
December 31, 2002 - - - - -
Sept 30, 2003 - - - - -
--------- ------ ----- -------- ------
BALANCE AT
SEPT 30, 2003 5,000,000 $ 500 $1,330 $(1,330) 500
=================== ========= ===== ===== ======= ======
See accompanying notes to financial statements
4
LUMINARY ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(Unaudited)
------------------------
For The Period
From
January 1, January 1, March 24, 1999
2003 to 2002 to (Inception) to
Sept 30, 2003 Sept 30, 2002 Sept 30, 2003
----------- ----------- ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net loss $ - $ - $ (1,330)
Adjustment to reconcile
net loss to net cash used by
operating activities
Contributed expenses - - 1,330
------- ------- --------
Net Cash Used In Operating
Activities - - -
------- ------- --------
CASH FLOWS FROM INVESTING ACTIVITIES - - -
------- ------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of
common stock - - 500
------- ------- -------
Net Cash Provided By Financing
Activities - - 500
------- ------- -------
INCREASE IN CASH AND CASH EQUIVALENTS - - 500
CASH AND CASH EQUIVALENTS - BEGINNING
OF PERIOD 500 500 -
------- ------- -------
CASH AND CASH EQUIVALENTS -
END OF PERIOD $ 500 $500 $500
========================= ======== ======= ======
See accompanying notes to financial statements
5
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(A) Organization and Business Operations
Luminary Acquisition Corporation (a development stage company
("the Company") was incorporated in Delaware on March 24, 1999
to serve as a vehicle to effect a merger, exchange of capital
stock, asset acquisition or other business combination with a
domestic or foreign private business. At September 30, 2003,
the Company had not yet commenced any formal business
operations, and all activity to date relates to the Company's
formation. The Company's fiscal year end is December 31.
The Company's ability to commence operations is contingent upon
its ability to identify a prospective target business.
(B) Use of Estimates
The preparation of the financial statements in conformity with
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.
(C) Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company
considers all highly liquid investments purchased with an
original maturity of three months or less to be cash
equivalents.
(D) Income Taxes
The Company accounts for income taxes under the Financial
Accounting Standards Board of Financial Accounting Standards No.
109, "Accounting for Income Taxes" ("Statement 109"). Under
Statement 109, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax basis.
Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered
or settled. Under Statement 109, the effect on deferred tax
assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date. There
were no current or deferred income tax expense or benefits due
to the Company not having any material operations for the years
ended December 31, 2002 and 2001.
(E) New Accounting Pronouncements
The Financial Accounting Standards Board has issued several new
Statements of Financial Accounting Standards. Statement No.
141, "Business Combinations" supersedes APB Opinion 16 and
various related pronouncements. Pursuant to the new guidance in
Statement No. 141, all business combinations must be accounted
for under the purchase method of accounting; the pooling-of-
interests method is no longer permitted. SFAS 141 also
establishes new rules concerning the recognition of goodwill and
other intangible assets arising in a purchase business
combination and requires disclosure of more information
concerning a business combination in the period in which it is
completed. This statement is generally effective for business
combinations initiated on or after July 1, 2001.
Statement No. 142, "Goodwill and Other Intangible Assets"
supercedes APB Opinion 17 and related interpretations.
Statement No. 142 establishes new rules on accounting for the
acquisition of intangible assets not acquired in a business
combination and the manner in which goodwill and all other
intangibles should be accounted for subsequent to their initial
recognition in a business combination accounted for under SFAS
No. 141. Under SFAS No. 142, intangible assets should be
recorded at fair value. Intangible assets with finite useful
lives should be amortized over such period and those with
indefinite lives should not be amortized. All intangible assets
being amortized as well as those that are not, are both subject
to review for potential impairment under SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of". SFAS No. 142 also
requires that goodwill arising in a business combination should
not be amortized but is subject to impairment testing at the
reporting unit level to which the goodwill was assigned to at
the date of the business combination.
SFAS No. 142 is effective for fiscal years beginning after
December 15, 2001 and must be applied as of the beginning of
such year to all goodwill and other intangible assets that have
already been recorded in the balance sheet as of the first day
in which SFAS No. 142 is initially applied, regardless of when
such assets were acquired. Goodwill acquired in a business
combination whose acquisition date is on or after July 1, 2001,
should not be amortized, but should be reviewed for impairment
pursuant to SFAS No. 121, even though SFAS No. 142 has not yet
been adopted. However, previously acquired goodwill should
continue to be amortized until SFAS No. 142 is first adopted.
Statement No. 143 "Accounting for Asset Retirement Obligations"
establishes standards for the initial measurement and subsequent
accounting for obligations associated with the sale,
abandonment, or other type of disposal of long-lived tangible
assets arising from the acquisition, construction, or
development and/or normal operation of such assets. SFAS No.
143 is effective for fiscal years beginning after June 15, 2002,
with earlier application encouraged.
In August 2001, the FASB issued SFAS 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets". This statement
addresses financial accounting and reporting for the impairment
or disposal of long-lived assets and supercedes FASB Statement
No. 121,"Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to be Disposed Of". The provisions of the
statement are effective for financial statements issued for the
fiscal years beginning after December 15, 2001.
In April 2002, the FASB issued SFAS 145, Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No.
13, and Technical Corrections. SFAS 145 rescinds the provisions
of SFAS No. 4 that requires companies to classify certain gains
and losses from debt extinguishments as extraordinary items,
eliminates the provisions of SFAS No. 44 regarding transition to
the Motor Carrier Act of 1980 and amends the provisions of SFAS
No. 13 to require that certain lease modifications be treated as
sale leaseback transactions. The provisions of SFAS 145 related
to classification of debt extinguishments are effective for
fiscal years beginning after May 15, 2002. Earlier application
is encouraged. The Company does not believe the adoption of
this standard will have a material impact the financial
statements.
In July 2002, the FASB issued SFAS No. 146, "Accounting for
Restructuring Costs." SFAS 146 applies to costs associated with
an exit activity (including restructuring) or with a disposal of
long-lived assets. Those activities can include eliminating or
reducing product lines, terminating employees and contracts and
relocating plant facilities or personnel. Under SFAS 146, the
Company will record a liability for a cost associated with an
exit or disposal activity when that liability is incurred and
can be measured at fair value. SFAS 146 will require the
Company to disclose information about its exit and disposal
activities, the related costs, and changes in those costs in the
notes to the interim and annual financial statements that
include the period in which an exit activity is initiated and in
any subsequent period until the activity is completed. SFAS 146
is effective prospectively for exit or disposal activities
initiated after December 31, 2002, with earlier adoption
encouraged. Under SFAS 146, a company cannot restate its
previously issued financial statements and the new statement
grandfathers the accounting for liabilities that a company had
previously recorded under Emerging Issues Task Force Issue 94-3.
In December 2002, the Financial Accounting Standards Board
issued Statement No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure - an amendment of FASB
Statement No. 123," ("SFAS 148"). SFAS 148 amends FASB
Statement No. 123, "Accounting for Stock Based Compensation"
("SFAS 123") and provides alternative methods for accounting for
a change by registrants to the fair value method of accounting
for stock-based compensation. Additionally, SFAS 148 amends the
disclosure requirements of SFAS 123 to require disclosure in the
significant accounting policy footnote of both annual and
interim financial statements of the method of accounting for
stock based-compensation and the related pro forma disclosures
when the intrinsic value method continues to be used. The
statement is effective for fiscal years beginning after December
15, 2002, and disclosures are effective for the first fiscal
quarter beginning after December 15, 2002.
The adoption of these pronouncements will not have a material
effect on the Company's financial position or results of
operations.
NOTE 2 STOCKHOLDER'S EQUITY
(A) Preferred Stock
The Company is authorized to issue 20,000,000 shares of preferred
stock at $.0001 par value, with such designations, voting and
other rights and preferences as may be determined from time to
time by the Board of Directors.
(B) Common Stock
The Company is authorized to issue 100,000,000 shares of common
stock at $.0001 par value. The Company issued 5,000,000 shares
of its common stock to TPG Capital Corporation pursuant to
Rule 506 of the Securities Act of 1933 for an aggregate
consideration of $500.
(C) Additional Paid-In Capital
Additional paid-in capital at September 30, 2003 represents the
fair value of services contributed to the Company by its president
and the amount of organization and professional costs incurred by
TPG CApital on behalf of the Company (See Note 3).
NOTE 3 AGREEMENT
On June 7, 1999, the Company signed an agreement with TPG Capital
Corporation (TPG), a related entity (See Note 4). The Agreement
calls for TPG to provide the following services, without
reimbursement from the Company, until the Company enters into
a business combination as described in Note 1(A):
1. Preparation and filing of required documents with the
Securities and Exchange Commission.
2. Location and review of potential target companies.
3. Payment of all corporate, organizational, and other costs
incurred by the Company.
NOTE 4 RELATED PARTIES
Legal counsel to the Company is a firm owned by a director of
the Company who also owns a controlling interest in the outstanding
stock of TPG Capital Corporation (See Note 3).
ITEM 2. MANAGEMENT'S DISCUSSION AND ANAYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERAITONS
The Company will attempt to locate and negotiate with a business
entity for the combination of that target company with the Company. The
combination will normally take the form of a merger, stock-for-stock
exchange or stock-for-assets exchange (the "business combination"). In
most instances the target company will wish to structure the business
combination to be within the definition of a tax-free reorganization
under Section 351 or Section 368 of the Internal Revenue Code of 1986, as
amended. No assurances can be given that the Company will be successful
in locating or negotiating with any target business.
The Company has not restricted its search for any specific kind of
businesses, and it may acquire a business which is in its preliminary or
development stage, which is already in operation, or in essentially any
stage of its business life. It is impossible to predict the status of any
business in which the Company may become engaged, in that such business
may need to seek additional capital, may desire to have its shares
publicly traded, or may seek other perceived advantages which the Company
may offer.
In implementing a structure for a particular business acquisition,
the Company may become a party to a merger, consolidation,
reorganization, joint venture, or licensing agreement with another
corporation or entity.
It is anticipated that any securities issued in any such business
combination would be issued in reliance upon exemption from registration
under applicable federal and state securities laws. In some
circumstances, however, as a negotiated element of its transaction, the
Company may agree to register all or a part of such securities
immediately after the transaction is consummated or at specified times
thereafter. If such registration occurs, it will be undertaken by the
surviving entity after the Company has entered into an agreement for a
business combination or has consummated a business combination. The
issuance of additional securities and their potential sale into any
trading market which may develop in the Company's securities may depress
the market value of the Company's securities in the future if such a
market develops, of which there is no assurance.
The Company will participate in a business combination only after
the negotiation and execution of appropriate agreements. Negotiations
with a target company will likely focus on the percentage of the Company
which the target company shareholders would acquire in exchange for their
shareholdings. Although the terms of such agreements cannot be
predicted, generally such agreements will require certain representations
and warranties of the parties thereto, will specify certain events of
default, will detail the terms of closing and the conditions which must
be satisfied by the parties prior to and after such closing and will
include miscellaneous other terms. Any merger or acquisition effected by
the Company can be expected to have a significant dilutive effect on the
percentage of shares held by the Company's shareholders at such time.
ITEM 3. SARBANES-OXLEY ACT
Pursuant to Rules adopted by the Securities and Exchange Commission
under Section 302(a) of the Sarbanes-Oxley Act of 2002, the
Company carried out an evaluation of the effectiveness of the design and
operation of its disclosure controls and procedures pursuant to Exchange
Act Rule 13a-14. This evaluation was as of the end of the fiscal
period covered by this report done under the supervision and
with the participation of the Company's principal executive officer (who
is also the principal financial officer). There have been no significant
changes in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of the evaluation. Based
upon that evaluation, he believes that the Company's disclosure controls
and procedures are effective in gathering, analyzing and disclosing
information needed to ensure that the information required to be disclosed
by the Company in its periodic reports is recorded, summarized and processed
timely. The principal executive officer is directly involved in the day-
to-day operations of the Company.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings against the Company and the Company is
unaware of such proceedings contemplated against it.
ITEM 2. CHANGES IN SECURITIES
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
There were no reports on Form 8-K filed by the Company during the
quarter.
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.
LUMINARY ACQUISITION CORPORATION
By: /s/ James M. Cassidy
President
Dated: November 10, 2003
Pursuant to 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.
NAME OFFICE DATE
/s/ James M. Cassidy Director November 10, 2003