UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarter ended March 31, 2005
[ ] 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: 0-32329
ALNILAM CORPORATION
(Exact name of Registrant as specified in charter)
NEVADA 91-2081398
State or other jurisdiction of I.R.S. Employer I.D. No.
incorporation or organization
3857 BIRCH STREET, #606, NEWPORT BEACH, CA 92660
Address of principal executive offices Zip Code
Issuer's telephone number, including area code: (949) 644-0095
Check whether the Issuer (1) has 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 fling
requirements for the past 90 days.
(1) Yes [X] No [ ] (2) 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: At May 12, 2005,
there were 500,000 shares of the Registrant's Common Stock
outstanding.
PART I
ITEM 1. FINANCIAL STATEMENTS
The condensed financial statements included herein have been
prepared by the Company, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations, although the Company believes that the disclosures are
adequate to make the information presented not misleading.
In the opinion of the Company, all adjustments, consisting of
only normal recurring adjustments, necessary to present fairly the
financial position of the Company as of March 31, 2005, and the
results of its operations and changes in its financial position from
May 10, 2000, through March 31, 2005, have been made. The results of
its operations for such interim period are not necessarily indicative
of the results to be expected for the entire year. These condensed
financial statements should be read in conjunction with the financial
statements and notes thereto included in the Company's annual report
on Form 10-KSB for the year ended September 30, 2004.
2
Alnilam Corporation
(A Development Stage Company)
Balance Sheets
March September
31, 2005 30, 2004
----------- -----------
(Unaudited)
ASSETS
Total Current Assets $ - $ -
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable 20,622 16,733
Interest Payable 7,290 6,517
Note Payable - Related Party (Note 4) 20,560 20,560
---------- ----------
Total Current Liabilities 48,472 43,810
Stockholders' Equity
Common Stock Authorized; 100,000,000 Shares at
$.001 Par Value; 500,000 Shares Issued and
Outstanding 500 500
Capital In Excess of Par Value 9,500 9,500
Deficit Accumulated in the Development Stage (58,472) (53,810)
---------- ----------
Total Stockholders' Equity (48,472) (43,810)
---------- ----------
Total Liabilities & Stockholders' Equity $ - $ -
========== ==========
The accompanying notes are an integral part of these financial statements.
3
Alnilam Corporation
(A Development Stage Company)
Statement of Operations
(Unaudited)
For the Period
May 10, 2000
For the Three Months Ended For the Six Months Ended (Inception)
March March March March to March
31, 2005 31, 2004 31, 2005 31, 2004 31, 2005
---------- ---------- ---------- ---------- ----------
Revenue $ - $ - $ - $ - $ -
--------- --------- --------- --------- ---------
Expenses
General &
Administrative 1,422 2,568 3,889 5,068 51,180
--------- --------- --------- --------- ---------
Total Expenses 1,422 2,568 3,889 5,068 51,180
--------- --------- --------- --------- ---------
Income (Loss) (1,422) (2,568) (3,889) (5,068) (51,180)
Other Income (Expenses)
Interest Expense (515) (446) (773) (866) (7,292)
--------- --------- --------- --------- ---------
Total Other
Income (Expenses) (515) (446) (773) (866) (7,292)
--------- --------- --------- --------- ---------
Income (Loss)
Before Taxes (1,937) (3,014) (4,662) (5,934) (58,472)
Taxes - - - - -
--------- --------- --------- --------- ---------
Net Income (Loss) $ (1,937) $ (3,014) $ (4,662) $ (5,934) $ (58,472)
========= ========= ========= ========= =========
(Loss) Per
Common Share $ - $ - $ - $ -
Weighted Average
Shares Outstanding 500,000 500,000 500,000 500,000
The accompanying notes are an integral part of these financial statements.
4
Alnilam Corporation
(A Development Stage Company)
Statement of Cash Flows
(Unaudited)
For the Period
May 10, 2000
For the Six Months Ended (Inception)
March March to March
31, 2005 31, 2004 31, 2005
---------- ---------- ----------
Cash Flows from Operating Activities
Net Income (Loss) $ (4,662) $ (5,934) $ (58,472)
Adjustments to Reconcile Net Income
(Loss) to Net Cash Provided by
Operating Activities:
Increase in Accounts Payable
/Interest Payable 4,662 5,934 27,912
Increase in Stock Issued for Services - - 2,635
--------- --------- ---------
Net Cash Provided (Used) by
Operating Activities - - (27,925)
Cash Flows from Investing Activities - - -
--------- --------- ---------
Cash Flows from Financing Activities
Issuance of Note Payable for Cash - - 20,560
Issuance of Common Stock for Cash - - 7,365
--------- --------- ---------
Net Cash Provided (Used) by
Financing Activities - - 27,925
--------- --------- ---------
Increase (Decrease) in Cash - - -
Cash, Beginning of Period - - -
--------- --------- ---------
Cash, End of Period $ - $ - $ -
========= ========= =========
Supplemental Cash Flow Information
Interest $ - $ - $ -
Income Taxes - - -
The accompanying notes are an integral part of these financial statements.
5
Alnilam Corporation
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2005
NOTE 1 - COMPANY ORGANIZATION
Alnilam Corporation (the "Company") was incorporated under the laws of
the state of Nevada on May 10, 2000 as Alnilam Corporation for the
purpose of seeking and consummating a merger or acquisition with a
business entity organized as a private corporation, partnership, or
sole proprietorship.
The Company is a development stage company as defined in SFAS No. 7.
It is concentrating substantially all of its efforts in raising
capital and developing its business operations in order to generate
significant revenues.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
Cash and Cash Equivalents - The Company considers all highly liquid
investments with an original maturity of three months or less when
purchased to be cash equivalents.
Income (Loss) Per Share - The Computation or income or (loss) per
shares of common stock is based on weighted average number of shares
outstanding at the date of the financial statements.
Use of Estimates - The preparation of 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 reported period.
Actual results could differ from those estimates.
NOTE 3 - INCOME TAXES
The Company adopted Statement of Financial Standards No. 109
"Accounting for Income Taxes" in the fiscal year ended September 30,
2001.
Statement of Financial Accounting Standards No. 109 "Accounting for
Income Taxes" requires an asset and liability approach for financial
accounting and reporting for income tax purposes. This statement
recognizes (a) the amount of taxes payable or refundable for the
current year and (b) deferred tax liabilities and assets for future
tax consequences of events that have been recognized in the financial
statements or tax returns.
6
Alnilam Corporation
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2005
NOTE 3 - INCOME TAXES continued
Deferred income taxes result from temporary differences in the
recognition of accounting transactions for tax and financial reporting
purposes. There were no temporary differences at March 31, 2005, and
earlier years, no deferred tax liabilities have been recognized.
The Company has cumulative net operating loss carryforwards over
$58,000 at March 31, 2005. No effect has been shown in the financial
statements for the net operating loss carryforwards as the likelihood
of future tax benefit from such net operating loss carryforwards is
not presently determinable. Accordingly, the potential tax benefits
of the net operating loss carryforwards, estimated based upon current
tax rates at March 31, 2005, have been offset by valuation reserves in
the same amount. The net operating losses begin to expire in 2021.
NOTE 4 - NOTE PAYABLE RELATED PARTY
The Company has issued promissory notes totaling $20,560 to corporations
whose officerS and/or directorS are shareholders of the Company.
The notes are unsecured and carry interest rates of 10% per annum. The
principal and interest of the notes are due and payable upon demand. As of
March 31, 2005, the accrued interest was $7,290.
The Company has the following note payable obligations: March 31,
2005
----------
Related party notes payable, due on demand
accruing interest at a rate of 10% per annum $ 20,560
--------
Total 20,560
Less Current Maturities (20,560)
--------
Total Long-Term Notes Payable $ -
========
NOTE 5 - GOING CONCERN
The Company has had recurring operating losses since inception and is
dependent upon financing to continue operations. These factors
indicate that the Company may be unable to continue in existence.
These financial statements do not include any adjustments relating to
the recoverability and classification of recorded assets, or the
amounts and classification of liabilities that might be necessary in
the event the Company cannot continue its existence. These financial
statements do not include any adjustments that might result from the
outcome of this uncertainty. It is the intent of the Company to find
additional capital funding and/or a profitable business venture to
acquire or merge.
NOTE 6 - REVERSE STOCK SPLIT
On February 7, 2005, the Board of Directors approved a resolution to
effect a one-for-two reverse split of the Company's issued and outstanding
shares of common stock. The sharheolders approved the reverse stock split
on February 8, 2005. The effective date was March 21, 2005. Each share
of common stock issued and outstanding immediately prior to the effective
date was reclassified as and changed into one-half of one share of common
stock.
These financial statements have been retroactively restated to reflect
the stock split at December 31, 2004.
The common stock issued pursuant to the reverse stock split are
fully paid and non-assessable. The respective relative voting rights
and other rights that accompany the common stock were not altered
by the reverse stock split, and the common stock continues to have
a par value of $0.001 per share. Consummation of the reverse stock
split did not alter the number of our authorized shares of common
stock, which remains at 100,000,000 shares.
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATION
The Company is a development stage company. Since its inception,
the Company has had no operations. The Company was organized for the
purpose of engaging in any lawful activity permitted under Nevada
state law; however, the Company does not have any significant cash or
other material assets, nor does it have an established source of
revenues sufficient to cover operating costs and to allow it to
continue as a going concern. The Company intends to take advantage of
any reasonable business proposal presented which management believes
will provide the Company and its stockholders with a viable business
opportunity. The board of directors will make the final approval in
determining whether to complete any acquisition, but may submit the
proposal to the shareholders for final approval.
The original shareholders contributed a total of $10,000 in cash
and services as capital contributions for stock of the Company. Since
inception, the Company has borrowed funds from corporations related to
the Company for operating expenses.
Management estimates that the cash requirements for the year
ending September 30, 2005, will be approximately $9,000, if no change
in operations occurs during the year. Management anticipates that any
additional needed funds will be loaned to the Company on the same or
similar terms as those of other loans to the Company. There are no
agreements with any of the companies and no assurance that all or a
portion of these funds will be loaned to the Company. If the Company
is unable to borrow such funds, management will seek other sources of
funding which are currently unknown to management. There is no
assurance that such funding will be available, or that if it is made
available, it could be obtained on terms favorable to the Company.
The investigation of specific business opportunities and the
negotiation, drafting, and execution of relevant agreements,
disclosure documents, and other instruments will require substantial
management time and attention and will require the Company to incur
costs for payment of accountants, attorneys, and others. If a
decision is made not to participate in or complete the acquisition of
a specific business opportunity, the costs incurred in a related
investigation will not be recoverable. Further, even if an agreement
is reached for the participation in a specific business opportunity by
way of investment or otherwise, the failure to consummate the
particular transaction may result in the loss to the Company of all
related costs incurred.
Currently, management is not able to determine the time or
resources that will be necessary to locate and acquire or merge with a
business prospect. There is no assurance that the Company will be
able to acquire an interest in any such prospects, products, or
opportunities that may exist or that any activity of the Company,
regardless of the completion of any transaction, will be profitable.
If and when the Company locates a business opportunity, management of
the Company will give consideration to the dollar amount of that
entity's profitable operations and the adequacy of its working capital
in determining the terms and conditions under which the
8
Company would consummate such an acquisition. Potential business
opportunities, no matter which form they may take, will most likely
result in substantial dilution for the Company's shareholders due to
the likely issuance of stock to acquire such an opportunity.
Off-Balance Sheet Arrangements
Management does not believe the Company has any off-balance sheet
arrangements that have, or are reasonable likely to have, a current or
future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity,
capital expenditures, or capital resources which would be material to
investors.
ITEM 3. CONTROLS AND PROCEDURES
Evaluation of disclosure and controls and procedure
With the participation of management the Company's chief
executive officer and chief financial officer have evaluated the
effectiveness of the design and operation of the Company's disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934, as amended) as of the end
of the period covered by this quarterly report. Based on that
evaluation the chief executive officer and chief financial officer
have concluded that the Company's disclosure controls and procedures
are designed to ensure that information required to be disclosed by
the Company in the reports that it files or submits under the Exchange
Act is recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms, and are operating in
an effective manner.
Changes in internal controls
There were no changes in the Company's internal control over
financial reporting that have materially affected, or are reasonably
likely to materially affect, the Company's internal control over
financial reporting.
It should be noted that any system of controls, however well
designed and operated, can provide only reasonable and not absolute
assurance that the objectives of the system will be met. In addition,
the design of any control system is based in part upon certain
assumptions about the likelihood of future events. Because of these
and other inherent limitations of control systems, there is only
reasonable assurance that our controls will succeed in achieving their
stated goals under all potential future conditions.
9
PART II
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
A special meeting of shareholders was held on February 8, 2005,
to vote upon a proposal to reverse split the outstanding shares of
common stock of the company at the rate of one share for each two
shares outstanding. At the special meeting, shareholders owning
556,500 shares, or approximately 56% of the total outstanding shares
on such date, approved the reverse split. No shares were voted
against the proposal or were withheld from voting, and there were no
abstentions or broker no-votes as to this proposal. The reverse stock
split became effective on March 21, 2005.
ITEM 6. EXHIBITS
(a) Exhibits.
31.1 Rule 13a-14(a) Certification by Principal Executive Officer
31.2 Rule 13a-14(a) Certification by Principal Financial Officer
32 Section 1350 Certification of Principal Executive Officer
and Principal Financial Officer
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
Alnilam Corporation
Date: May 16, 2005 By: /s/ Jason Daggett
Jason Daggett, President and
Principal Financial and Accounting
Officer
10