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, 2004
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, 2004
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 SEPT 30, 2004
(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 March 24,
9-Months 9-Months 3-Months 3-Months 1999
Ended Ended Ended Ended (Inception)
Sept 30, Sept 30 Sept 30, Sept 30, to Sept 30,
2004 2003 2004 2003 2004
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 SEPT 30, 2004
(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 - - - - -
December 31, 2003 - - - - -
Sept 30, 2004 - - - - -
--------- ------ ----- -------- ------
BALANCE AT
SEPT 30, 2004 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
2004 to 2003 to (Inception) to
Sept 30,2004 Sept 30,2003 Sept 30, 2004
----------- ----------- ------------
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, 2004, 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, 2003 and
2002.
(E) Recent Accounting Pronouncements
In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities". SFAS No. 149 amends and
clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts
(collectively referred to as derivatives) and for hedging activities under
SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities". The changes in SFAS No. 149 improve financial reporting by
requiring that contracts with comparable characteristics be accounted for
similarly. This statement is effective for contracts entered into or
modified after June 30, 2003 and all of its provisions should be applied
prospectively.
In May 2003, the FASB issued SFAS No. 150, "Accounting For Certain Financial
Instruments with Characteristics of both Liabilities and Equity". SFAS No.
150 changes the accounting for certain financial instruments with
characteristics of both liabilities and equity that, under previous
pronouncements, issuers could account for as equity. The new accounting
guidance contained in SFAS No. 150 requires that those instruments be
classified as liabilities in the balance sheet.
SFAS No. 150 affects the issuer's accounting for three types of freestanding
financial instruments. One type is mandatorily redeemable shares, which the
issuing company is obligated to buy back in exchange for cash or other
assets. A second type includes put options and forward purchase contracts,
which involves instruments that do or may require the issuer to buy back
some of its shares in exchange for cash or other assets. The third type of
instruments that are liabilities under this Statement is obligations that
can be settled with shares, the monetary value of which is fixed, tied
solely or predominantly to a variable such as a market index, or varies
inversely with the value of the issuers' shares. SFAS No. 150 does not
apply to features embedded in a financial instrument that is not a
derivative in its entirety.
Most of the provisions of Statement 150 are consistent with the existing
definition of liabilities in FASB Concepts Statement No. 6, "Elements of
Financial Statements". The remaining provisions of this Statement are
consistent with the FASB's proposal to revise that definition to encompass
certain obligations that a reporting entity can or must settle by issuing
its own shares. This Statement shall be effective for financial
instruments entered into or modified after May 31, 2003 and otherwise shall
be effective at the beginning of the first interim period beginning after
June 15, 2003, except for mandatorily redeemable financial instruments of
a non-public entity, as to which the effective date is for fiscal periods
beginning after December 15, 2004.
In January 2003, (as revised in December 2003) The Financial Accounting
Standards Board ("FASB") issued Interpretation No. 46, "Consolidation of
Variable Interest Entities", an interpretation of Accounting Research
Bulletin ("ARB") No. 51, "Consolidated Financial
Statements". Interpretation No. 46 addresses consolidation by business
enterprises of variable interest entities, which have one or both of the
following characteristics: (i) the equity investment at risk is not
sufficient to permit the entity to finance its activities without additional
subordinated support from other parties, which is provided through other
interest that will absorb some or all of the expected losses of the entity;
(ii) the equity investors lack one or more of the following essential
characteristics of a controlling financial interest: the direct or indirect
ability to make decisions about the entities activities through voting
rights or similar rights; or the obligation to absorb the expected losses
of the entity if they occur, which makes it possible for the entity to
finance its activities; the right to receive the expected residual returns
of the entity if they occur, which is the compensation for the risk of
absorbing the expected losses.
Interpretation No. 46, as revised, also requires expanded disclosures by
the primary beneficiary (as defined) of a variable interest entity and by
an enterprise that holds a significant variable interest in a variable
interest entity but is not the primary beneficiary.
Interpretation No. 46, as revised, applies to small business issuers no
later than the end of the first reporting period that ends after December
15, 2004. This effective date includes those entities to which
Interpretation 46 had previously been applied. However, prior to the
required application of Interpretation No. 46, a public entity that is a
small business issuer shall apply Interpretation 46 or this Interpretation
to those entities that are considered to be special-purpose entities no
later than as of the end of the first reporting period that ends after
December 15, 2003
Interpretation No. 46 may be applied prospectively with a cumulative-effect
adjustment as of the date on which it is first applied or by restating
previously issued financial statements for one or more years with a
cumulative-effect adjustment as of the beginning of the first year restated.
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 for an aggregate
consideration of $500.
(C) Additional Paid-In Capital
Additional paid-in capital at September 30, 2004 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).
9
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 12, 2004
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 12, 2004