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 December 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: 000-32329
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 February 16, 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 December 31, 2005, and the
results of its operations and changes in its financial position from
May 10, 2000, through December 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, 2005.
2
Alnilam Corporation
(A Development Stage Company)
Balance Sheet
December September
31, 2005 30, 2005
----------- -----------
(Unaudited)
ASSETS
Current Assets
Cash $ - $ -
---------- ----------
Total Current Assets $ - $ -
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable 29,950 29,385
Interest Payable 8,870 8,356
Note Payable - Related Party (Note 4) 20,560 20,560
---------- ----------
Total Current Liabilities 59,380 58,301
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 (69,380) (68,301)
---------- ----------
Total Stockholders' Equity (59,380) (58,301)
---------- ----------
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
Accumulated
May 10, 2000
(Inception)
For the Three Months Ended through
December December December
31, 2005 31, 2004 31, 2005
---------- ---------- ----------
Revenue $ - $ - $ -
--------- --------- ---------
Expenses
General &
Administrative 565 2,467 60,508
--------- --------- ---------
Total Expenses 565 2,467 60,508
--------- --------- ---------
Income (Loss)
from Operations (565) (2,467) (60,508)
Other Income (Expenses)
Interest Expense (514) (258) (8,872)
--------- --------- ---------
Total Other
Income (Expenses) (514) (258) (8,872)
--------- --------- ---------
Income (Loss)
Before Taxes (1,079) (2,725) (69,380)
Taxes - - -
--------- --------- ---------
Net Income (Loss) $ (1,079) $ (2,725) $ (69,380)
========= ========= =========
(Loss) Per
Common Share $ (0.00) $ (0.01)
Weighted Average
Shares Outstanding 500,000 500,000
The accompanying notes are an integral part of these financial statements.
4
Alnilam Corporation
(A Development Stage Company)
Statements of Cash Flows
Accumulated
May 10, 2000
(Inception)
For the Three Months Ended through
December 31 December
2005 2004 31, 2005
---------- ---------- ----------
Net Cash Provided by Operating Activities
Net (Loss) $ (1,079) $ (2,920) $ (69,380)
Changes in Operating Assets & Liabilities;
Increase in Accounts/Interest Payable 1,079 2,920 38,820
Increase in Stock Issued for Services - - 2,635
--------- --------- ---------
Net Cash (Used) by Operating Activities - - (27,925)
Net Cash Provided by Investing Activities - - -
--------- --------- ---------
Net Cash Provided by Financing Activities
Issuance of Note Payable for Cash - - 20,560
Stock Issued for Cash - - 7,365
--------- --------- ---------
Net Cash Provided by Financing Activities - - 27,925
--------- --------- ---------
Net Increase (Decrease) in Cash - - -
Cash at Beginning of Year or Period - - -
--------- --------- ---------
Cash at End of Year or Period $ - $ - $ -
========= ========= =========
Supplemental Disclosures
Interest $ - $ - $ -
Taxes - - -
The accompanying notes are an integral part of these financial statements.
5
Alnilam Corporation
(A Development Stage Company)
Notes to Financial Statements
December 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.
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 December 31, 2005, and
earlier years, no deferred tax liabilities have been recognized.
6
The Company has cumulative net operating loss carryforwards of
approximately $69,000 at December 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 December 31, 2005, have
been offset by valuation reserves in the same amount. The net
operating losses begin to expire in 2020.
NOTE 4 - NOTE PAYABLE RELATED PARTY
The Company has issued four promissory notes totaling $20,560 to
corporations whose officer and/or director is a shareholder 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
December 31, 2005, the accrued interest was $8,870.
The Company has the following note payable obligations: December 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 - NEW TECHNICAL PRONOUNCEMENTS
In November 2004, the FASB issued SFAS No. 151, "Inventory Costs, an
amendment of ARB No. 43, Chapter 4." SFAS No. 151 requires certain
abnormal expenditures to be recognized as expenses in the current
period. It also requires that the amount of fixed production overhead
allocated to inventory be based on the normal capacity of the production
facilities. The standard is effective for the fiscal year beginning
January 1, 2006. It is not expected that SFAS No. 151 will have a
material effect on the company's consolidated financial statements.
In December 2004, the FASB issued SFAS No.152, "Accounting for Real
Estate Time-Sharing Transactions - an amendment of FASB Statements
No. 66 and 67" ("SFAS 152). This Statement amends FASB Statement
No. 66, Accounting for Sales of Real Estate, to reference the financial
accounting and reporting guidance for real estate time-sharing
transactions that is provided in AICPA Statement of Position (SOP) 04-2,
Accounting for Real Estate Time-Sharing Transactions. This Statement
also amends FASB Statement No. 67, Accounting for Costs and Initial
Rental Operations of Real Estate Projects, to state that the guidance
for (a) incidental operations and (b) costs incurred to sell real estate
projects does not apply to real estate time-sharing transactions. The
accounting for those operations and costs is subject to the guidance in
SOP 04-2. This Statement is effective for financial statements for
fiscal years beginning after June 15, 2005, with earlier application
encouraged. The Company does not anticipate that the implementation of
this standard will have a material impact on its financial position,
results of operations or cash flows.
7
In December 2004, the FASB issued SFAS No. 153, "Exchanges of
Nonmonetary Assets, an amendment of APB Opinion No. 29" effective for
nonmonetary asset exchanges occurring in the fiscal year beginning
January 1, 2006. SFAS No. 153 requires that exchanges of productive
assets be accounted for at fair value unless fair value cannot be
reasonably determined or the transaction lacks commercial substance.
SFAS No. 153 is not expected to have a material effect on the company's
consolidated financial statements.
In May 2005, the FASB issued SFAS No. 154, "Account Changes and Error
Corrections." This new standard replaces APB Opinion 20, Accounting
Changes, and FASB No. 3, Reporting Accounting Changes in Interim
Financial Statements. Among other changes, SFAS No. 154 requires that a
voluntary change in accounting principle to be applied retrospectively
with all prior period financial statements presented on a new accounting
principle, unless it is impracticable to do so. SFAS No. 154 also
provides that (1) a change in method of depreciating or amortizing a
long-lived non-financial asset be accounted for as a change in estimate
(prospectively) that was effected by a change in accounting principle,
and (2) correction of errors in previously issued financial statements
should be termed a "restatement." The new standard is effective for
accounting changes and correction of errors made in fiscal years
beginning after December 15, 2005. The Company believes the adoption of
the provisions of SFAS No. 154 will not have a material impact on the
consolidated financial statements.
NOTE 6 - 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 7 - 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 shareholders 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 September 30,
2005.
The common stock issued pursuant to the reverse stock split is 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.
8
NOTE 8 - EARNINGS PER SHARE
The computation of earnings (loss) per share of common stock is based on
the weighted average number of shares outstanding at the date of the
financial statements. The Company did not have any potentially dilutive
options or warrants at December 31, 2005 and 2004.
For the Three Months Ended
Basic/Full Diluted Earnings per Share: December 30
2005 2004
-------- --------
Income (loss) (numerator) (1,079) (2,920)
Shares (denominator) 500,000 500,000
Per Share Amount $(.00) $(.01)
9
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, 2006, will be approximately $10,000, 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
10
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.
11
PART II
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: February 21, 2005 By: /s/ Jason Daggett
Jason Daggett, President and
Principal Financial and Accounting
Officer
12