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, 2007
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, 2007
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)
CONDENSED BALANCE SHEET
AS OF September 30, 2007
(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 2,890
Deficit accumulated during
development stage (2,890)
-------
Total Stockholder's Equity 500
-------
TOTAL LIABILITIES AND
STOCKHOLDER'S EQUITY $ 500
======
See accompanying notes to condensed financial statements
2
LUMINARY ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS 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,
2007 2006 2007 2006 2007
Income $ - $ - $ - $ - $ -
Expenses
Professional Fees 0 0 780 780 1,560
Organization
expense - - - - 1,330
------- ------- ------ ------- -------
Total expenses 0 0 780 780 2,890
------- ------- ------ ------- -------
NET LOSS ( 0) (0) (780) (780) (2,890)
======= ======= ====== ======== =======
See accompanying notes to condensed 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, 2007
(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 services
and expenses contributed - - 2,890 2,890
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 - - - - -
December 31, 2006 - - - (780) (780)
Sept 30, 2007 - - - (780) (780)
- ----------- ------ ----- ------ ------- -------
BALANCE AT
Sept 30, 2007 5,000,000 500 $2,890 $(2,890) $ 500
============ ========= ===== ====== ======== =======
See accompanying notes to condensed financial statements
4
LUMINARY ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(Unaudited)
------------------------
For the Nine- For the Nine- March 24, 1999
Months Ended Months Ended (Inception) to
Sept 30, 2007 Sept 30, 2006 Sept 30, 2007
----------- ----------- ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net loss $ (780) $ (780) $(2,890)
Adjustment to reconcile
net loss to net cash used by
operating activities
Contributed expenses 780 780 2,890
------- ------ --------
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 condensed financial statements
5
LUMINARY ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF September 30, 2007
(Unaudited)
-----------------------
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, 2007, 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) Interim Financial Statements
The accompanying unaudited condensed financial statements have been
prepared by the Company and reflect all adjustments, consisting only
of normal recurring adjustments, which are, in the opinion of management,
necessary for a fair presentation of the financial position as of
September 30, 2007, and the period March 24, 1999 (inception) to
September 30, 2007, in accordance with accounting principles generally
accepted in the United States of America for interim financial statements
and pursuant to Form 10-QSB and Regulation S-B.
Certain information and footnote disclosures normally included in the
Company's annual audited financial statements have been condensed or
omitted pursuant to such rules and regulations. The results of
operations for the nine months ended September 30, 2007, are not
necessarily indicative of the results of operations to be expected
for a full fiscal year. These interim condensed financial statements
should be read in conjunction with the financial statements for the
fiscal year ended December 31, 2006, which are included in the
Company's Annual Report on Form 10-KSB filed with the Securities
and Exchange Commission on April 2, 2007.
(C) Use of Estimates
In preparing condensed financial statements in conformity with accounting
principles generally accepted in the United States of America, management
is requird to make estimates and assumptions that affect the reported
amounts of assets and liabilities and the disclosure of contingent assets
and liabilities at the date of the condensed financial statements and revenues
and expenses during the reported period. Actual results could differ from
those estimates.
(D) 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.
6
LUMINARY ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF September 30, 2007
(Unaudited)
-----------------------
(E) Income Taxes
Effective January 1, 2007, the Company adopted Financial Accounting
Standards Board Interpretation No. 48, "Accounting for Uncertainty
in Income Taxes" ("FIN 48")--an interpretation of FASB Statement
No. 109, Accounting for Income Taxes. The Interpretation addresses the
determination of whether tax benefits claimed or expected to be
claimed on a tax return should be recorded in the financial statements.
Under FIN 48, we may recognize the tax benefit from an uncertain tax
position only if it is more likely than not that the tax position will
be sustained on examination by the taxing authorities, based on the
technical merits of the position. The tax benefits recognized in the
financial statements from such a position should be measured based
on the largest benefit that has a greater than fifty percent
likelihood of being realized upon ultimate settlement. FIN 48 also
provides guidance on derecognition, classification, interest and
penalties on income taxes, accounting in interim periods and requires
increased disclosures. At the date of adoption, and as of September
30, 2007, the Company does not have a liability for unrecognized tax
benefits.
The Company files income tax returns in the U.S. federal jurisdiction
and various states. The Company is subject to U.S. federal or state
income tax examinations by tax authorities for years after 2003.
During the periods open to examination, the Company has net operating
loss and tax credit carry forwards for U.S. federal and state tax
purposes that have attributes from closed periods. Since these NOLs
and tax credit carry forwards may be utilized in future periods, they
remain subject to examination.
The Company's policy is to record interest and penalties on uncertain
tax provisions as income tax expense. As of September 30, 2007, the
Company has no accrued interest or penalties related to uncertain
tax positions.
(F) Recent Accounting Pronouncements
In February 2007, the Financial Accounting Standards Board (FASB) issued
FASB Statement No. 159, "The Fair Value Option for Financial Assets and
Financial Liabilities -- Including an amendment of FASB Statement No. 115"
(FAS 159), which becomes effective for the Company on January 1, 2008,
permits companies to choose to measure many financial instruments and
certain other items at fair value and report unrealized gains and losses
in earnings. Such accounting is optional and is generally to be applied
instrument by instrument. The Company does not anticipate that election,
if any, of this fair-value option will have a material effect on its
financial condition, results of operations, cash flows or disclosures.
In September 2006, the FASB issued SFAS No. 157 ("FAS 157") "Fair Value
Measurements," which establishes a framework for measuring fair value in
accordance with GAAP and expands disclosures about fair value measurements.
FAS 157 does not require any new fair value measurements but rather
eliminates inconsistencies in guidance found in various prior accounting
pronouncements. FAS 157 is effective for fiscal years beginning after
November 15, 2007. The Company is currently evaluating the impact this
standard will have on its financial condition, results of operations, cash
flows or disclosures.
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, 2007 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 SERVICES 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.
the Company carried out an evaluation of the effectiveness of the design
and operation of its disclosure controls and procedures pursuant to Exchange
Act Rules. 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.
ITEM 3A(T). Controls and Procedures.
Not applicable.
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
(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
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, 2007
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, 2007
EXHIBIT 31
CERTIFICATION PURSUANT TO SECTION 302
I, James M. Cassidy, Chief Executive Officer and Chief Financial
Officer of Luminary Acquisition Corporation, certify that:
1. I have reviewed the attached report on Form 10-QSB.
2. Based on my knowledge, this report does not contain any
untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present
in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for,
the periods presented in this report;
4. I am responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules)
for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to me by others within
those entities, particularly during the period in which this
report is being prepared;
b) designed such internal control over financial reporting to
provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted
accounting principles;
c) evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report my
conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered
by this report based on such evaluations; and
d) Disclosed in this report any change in the registrant's
internal control over financial reporting that occurred
during the registrant's most recent fiscal quarter (the
registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant's internal control
over financial reporting; and
5. I have disclosed, based on my most recent evaluation, to the
registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls.
Date: November 13, 2007 /s/ James M. Cassidy
President and Director and
Chief Financial Officer
Principal Accounting Officer
EXHIBIT 32
CERTIFICATION PURSUANT TO SECTION 906
Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, I, the
undersigned officer of the Luminary Acquisition Corporation
(the "Company"), hereby certify to my knowledge that:
The Report on Form 10-QSB for the period ended September 30,
2007 of the Company fully complies, in all material respects,
with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, and the information contained in the
Report fairly represents, in all material respects, the
financial condition and results of operations of the Company.
A signed original of this written statement required by Section
906 has been provided to the Company and will be retained by
the Company and furnished to the Securities and Exchange
Commission or its staff upon request.
/s/ James M. Cassidy
President and Director and
Chief Executivie Officer,
Chief Financial Officer and
Principal Accounting Officer
Date: November 13, 2007