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 October 31, 2004 Commission file number: 000-27333 --------- AKID CORPORATION ----------------------------------------------------------------- (Exact name of small business issuer as specified in its charter) Colorado 84-1493150 -------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 16200 WCR 18E, Loveland, Colorado 80537 -------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) 970-635-0346 ------------- (Issuer's telephone number) ---------------------------------------------------- (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 X No ---- ---- State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date. As of December 3, 2004, 1,230,000 shares of common stock, no par value, were outstanding. Transitional Small Business Disclosure Format: Yes No X ---- ---- AKID CORPORATION Index Page ---- PART I FINANCIAL INFORMATION Item 1. Financial Statements Condensed balance sheet, October 31, 2004 (Unaudited) .............. 3 Condensed statements of operations (Unaudited) - Three and six months ended October 31, 2004 and 2003 ........... 4 Condensed statements of cash flows (Unaudited) - Six months ended October 31, 2004 and 2003 ..................... 5 Notes to condensed financial statements (Unaudited) ................ 6 Item 2. Plan of Operation .......................................... 7 Item 3. Controls and Procedures .................................... 7 Part II Other Information .................................................. 7 Item 1. Legal Proceedings Item 2. Unregistered Sales of Equity Securities and use of Proceeds Item 3. Defaults Upon Senior Securities Item 4. Submission of Matters to a Vote of Security Holders Item 5. Other Information Item 6. Exhibits Signatures .......................................................... 8 AKID CORPORATION Condensed Balance Sheet October 31, 2004 (Unaudited) Assets Cash ...................................................... $ 153 ======== Liabilities and Shareholders' Deficit Current liabilities: Accounts payable and accrued liabilities .............. $ 350 -------- Total current liabilities ............... 350 -------- Shareholders' deficit: Common stock .......................................... 2,673 Additional paid-in capital ............................ 24,290 Accumulated deficit ................................... (27,160) -------- Total shareholders' deficit ............. (197) -------- $ 153 ======== See accompanying notes to condensed financial statements 3 AKID CORPORATION Condensed Statements of Operations (Unaudited) Three Months Ended Six Months Ended October 31, October 31, -------------------------- --------------------------- 2004 2003 2004 2003 ----------- ----------- ----------- ----------- Costs and expenses: Compensation ................................. $ -- $ 2,000 $ -- $ 3,000 Contributed rent (Note 2) .................... 300 300 600 300 Rent paid to related party (Note 2) .......... -- -- -- 300 Other general and administrative costs ....... 575 1,381 1,460 2,226 ----------- ----------- ----------- ----------- 875 3,681 2,060 5,826 ----------- ----------- ----------- ----------- Loss before income taxes and interest income ..... (875) (3,681) (2,060) (5,826) Earnest money deposit ............................ -- -- -- -- Interest income .................................. -- -- -- -- ----------- ----------- ----------- ----------- Loss before income taxes ................ (875) (3,681) (2,060) (5,826) Income tax provision (Note 3) ................ -- -- -- -- ----------- ----------- ----------- ----------- Net loss ...................... $ (875) $ (3,681) $ (2,060) $ (5,826) =========== =========== =========== =========== Basic and diluted loss per share ................. $ (0.00) $ (0.00) $ (0.00) $ (0.00) =========== =========== =========== =========== Weighted average common shares outstanding ....... 1,230,000 1,230,000 1,230,000 1,230,000 =========== =========== =========== =========== See accompanying notes to condensed financial statements 4 AKID CORPORATION Condensed Statements of Cash Flows (Unaudited) Six Months Ended October 31, -------------------- 2004 2003 -------- -------- Net cash used in operating activities ... $ (2,760) $ (7,176) -------- -------- Cash flows from financing activities: Proceeds from capital contributions received from officer (Note 2) ........... 575 -- -------- -------- Net cash provided by financing activities ... 575 -- -------- -------- Net change in cash ........ (2,185) (7,176) Cash: Beginning of period ......................... 2,338 10,643 -------- -------- End of period ............................... $ 153 $ 3,467 ======== ======== Supplemental disclosure of cash flow information: Cash paid during the period for: Income taxes ............................. $ -- $ -- ======== ======== Interest ................................. $ -- $ -- ======== ======== See accompanying notes to condensed financial statements 5 AKID CORPORATION Notes to Condensed Financial Statements (Unaudited) Note 1: 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, 2004 as filed in its Form 10-KSB and should be read in conjunction with the notes thereto. The Company is a "blank check" company. The Company's business plan 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 2: Related Party Transactions Amery Coast Corporation "Amery", an affiliate under common control, began contributing office space to the Company in August 2003. The Company's Board of Directors has valued this free 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 $600 for the six months ended October 31, 2004. During the six months ended October 31, 2003, the Company paid Amery $300 for the use of office space and Amery contributed office space valued at $300. During the six months ended October 31, 2004, the Company's president paid general and administrative costs on behalf of the Company totaling $575. The payments have been contributed to the Company and are included in the accompanying financial statements as "Additional paid-in Capital". Note 3: 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. 6 Part I - Item 2. Plan of Operation - ------ ----------------- The Company's plan of operation is to complete a planned merger with an operating company. The Company has one part time employee, incurs minimal rent and administrative expenses, and has no other recurring operational expenses except professional fees incurred as necessary. The Company's president devotes time as required to the affairs of the Company. Selection of an appropriate business opportunity is complex and risky due to the Company's limited financial resources, the speculative nature of operations, management's limited time commitment to the Company, management's potential conflicts of interest, the burdens of being a reporting company, lack of market research, and competition in the marketplace. The Company's success is dependent upon consummating a business combination and there are no assurances that this will occur. Part I - Item 3. Controls and Procedures - ------ ----------------------- The Principal Executive Officer has conducted an evaluation of the effectiveness of disclosure controls and procedures pursuant to Exchange Act Rule 13a-14(c) and 15d-14(c). This evaluation was conducted within 90 days prior to the filing of this report. Based on that evaluation, the Principal Executive Officer concluded that the disclosure controls and procedures are effective in ensuring that all material information required to be filed in this annual report has been made known to him in a timely fashion. There have been no significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date the Principal Executive Officer completed the evaluation. Part II - Other Information - ------- ----------------- Items 1 through 5 No response required. Item 6: Exhibits 1.31: Certification - Principal Executive Officer and Principal Financial Officer 2.32: Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Principal Executive Officer and Principal Financial Officer 7 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: December 6, 2004 By: /s/ James B. Wiegand ------------------------------------- James B. Wiegand, Principal Executive Officer and Principal Financial Officer 8