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, 2006
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)
Check whether the registrant (1) filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act
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 by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).
Yes X No
State 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, 2006
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, 2006
(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 2,110
Deficit accumulated during
development stage (2,110)
-----
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,
3-Months 3-Months 9-Months 9-Months 1999
Ended Ended Ended Ended (Inception)
Sept 30, Sept 30, Sept 30, Sept 30, to Sept 30,
2006 2005 2006 2005 2006
Income $ - $ - $ - $ - $ -
Expenses
Professional Fees - - 780 1,530
Organization
expense - - - - 580
------- ------- ------ ------- -------
Total expenses - - 780 - 2,110
------- ------- ------ ------- -------
NET LOSS - - (780) - (2,110)
======= ======= ====== ======== =======
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, 2006
(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 - - 2,110 - 2,110
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 - - - - -
December 31, 2004 - - - - -
December 31, 2005 - - - - -
Sept 30, 2006 - - - (780) (780)
- ----------- ------ ----- ------ ------ -----
BALANCE AT
Sept 30, 2006 5,000,000 500 $2,110 $(2,110) $ 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
2006 to 2005 to (Inception) to
Sept 30, 2006 Sept 30, 2005 Sept 30, 2006
----------- ----------- ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net loss $ (780) $ - $ (2,110)
Adjustment to reconcile
net loss to net cash used by
operating activities
Contributed expenses 780 - 2,110
------- ------ --------
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
LUMINARY ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF September 30, 2006
---------------
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, 2006, 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, 2005 and 2004 and for the nine
months ended September 30, 2006.
6
LUMINARY ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF September 30, 2006
-----------------------
(E) Recent Accounting Pronouncements
FASB Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value
Measurements, issued in September 2006, establishes a formal framework for
measuring fair value under GAAP. It defines and codifies the many definitions
of fair value included among various other authoritative literature, clarifies
and, in some instances, expands on the guidance for implementing fair value
measurements, and increases the level of disclosure required for fair value
measurements. Although SFAS No. 157 applies to and amends the provisions of
existing FASB and AICPA pronouncements, it does not, of itself, require any
new fair value measurements, nor does it establish valuation standards.
SFAS No. 157 applies to all other accounting pronouncements requiring or
permitting fair value measurements, except for: SFAS No. 123 (R), share-based
payment and related pronouncements, the practicability exceptions to fair
value determinations allowed by various other authoritative pronouncements,
and AICPA Statements of Position 97-2 and 98-9 that deal with software
revenue recognition. This statement is effective for financial statements
issued for fiscal years beginning after November 15, 2007, and interim
periods within those fiscal years.
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, 2006 represents the fair value
of services contributed to the Company by its president and the amount of
organization costs and professional fees 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).
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
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. CONTROLS AND PROCEDURES
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 done as of the end of the fiscal
period covered by this report 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. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
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
(a) Not applicable.
(b) Item 401(g) of Regulation S-B:
During the quarter covered by this Report, there have not been any
material changes to the procedures by which our security holders may
recommend nominees to our Board of Directors.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
31 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
32 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
(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 13, 2006
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 13, 2006