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 June 30, 2008
[ ] 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
3151 Airway Avenue, Suite P-3, Costa Mesa, CA 92626
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 [ ]
Check whether the registrant is a large accelerated filer, and
accelerated filer, a non-accelerated filer, or a smaller reporting
company (as defined in Rule 12b-2 of the Exchange Act).
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
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: At August 13, 2008,
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 June 30, 2008, and the results of its
operations and changes in its financial position from May 10, 2000,
through June 30, 2008, 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, 2007.
2
Alnilam Corporation
(A Development Stage Company)
Balance Sheet
(Unaudited)
June 30, September 30,
2008 2007
----------- -----------
ASSETS
Current Assets
Cash $ - $ -
---------- ----------
Total Current Assets $ - $ -
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable 47,419 44,625
Interest Payable 14,010 12,468
Note Payable - Related Party (Note 4) 20,560 20,560
---------- ----------
Total Current Liabilities 81,989 77,653
---------- ----------
Total Liabilities 81,989 77,653
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 (91,989) (87,653)
---------- ----------
Total Stockholders' Equity (81,989) (77,653)
---------- ----------
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 Nine Months Ended (Inception)
June June June June to JUne
30, 2008 30, 2007 30, 2008 30, 2007 30, 2008
---------- ---------- ---------- ---------- ----------
Revenue $ - $ - $ - $ - $ -
--------- --------- --------- --------- ---------
Expenses
General &
Administrative 800 905 2,794 4,908 77,977
--------- --------- --------- --------- ---------
Total Expenses 800 905 2,794 4,908 77,977
--------- --------- --------- --------- ---------
Income (Loss) (800) (905) (2,794) (4,908) (77,977)
From Operations
Other Income (Expenses)
Interest Expense (514) (514) (1,542) (1,542) (14,012)
--------- --------- --------- --------- ---------
Total Other
Income (Expenses) (514) (514) (1,542) (1,542) (14,012)
--------- --------- --------- --------- ---------
Income (Loss)1
Before Taxes (1,314) (1,419) (4,336) (6,450) (91,989)
Taxes - - - - -
--------- --------- --------- --------- ---------
Net Income (Loss) $ (1,314) $ (1,419) $ (4,336) $ (6,450) $ (91,989)
========= ========= ========= ========= =========
(Loss) Per
Common Share $ (.00) $ (.00) $ (.01) $ (.01)
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)
Statements of Cash Flows
(Unaudited)
Accumulated
May 10, 2000
(Inception)
For the Nine Months Ended through
June 30 June
2008 2007 30, 2008
---------- ---------- ----------
Net Cash Provided by Operating Activities
Net Income (Loss) $ (4,336) $ (6,450) $ (91,989)
Adjustments to Reconcile Net Income
(Loss) to Net Cash Provided by
Operating Activities:
Increase in Accounts Payable/
Interest Payable 4,336 6,450 61,429
Increase in Stock Issued for Services - - 2,635
--------- --------- ---------
Net Cash Provided (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
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
June 30, 2008
(Unaudited)
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 Financial Statements
June 30, 2008
(Unaudited)
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 June 30, 2008, and earlier years, no deferred tax
liabilities have been recognized.
The Company has cumulative net operating loss carryforwards of approximately
$92,000 at June 30, 2008. 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
June 30, 2008 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 promissory notes totaling $20,560 to corporations
whose officer(s) and/or director(s) 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 June 30,
2008, the accrued interest was $14,010.
The Company has the following note payable obligations: June 30,
2008
----------
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 February 2007, FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities- including an amendment of FASB
Statement 115", ("SFAS 159"). This statement provides companies with an
option to report selected financial assets and liabilities at fair value.
This statement is effective for fiscal years beginning after November 15,
2007 with early adoption permitted. We have determined that the adoption of
SFAS 159 will not have a material affect on our consolidated financial
position, results of operations, cash flows or financial statement
disclosures.
7
Alnilam Corporation
(A Development Stage Company)
Notes to Financial Statements
June 30, 2008
(Unaudited)
NOTE 5 - NEW TECHNICAL PRONOUNCEMENTS (continued)
- -------------------------------------
In December 2007, the FASB issued FAS No. 160, "Noncontrolling Interests in
Consolidated Financial Statements-an amendment of ARB No. 51". FAS No. 160
establishes accounting and reporting standards for the noncontrolling
interest in a subsidiary and for the deconsolidation of a subsidiary. It
clarifies that a noncontrolling interest in a subsidiary is an ownership
interest in the consolidated entity that should be reported as equity in the
consolidated financial statements. FAS No. 160 is effective for the Company
in its fiscal year beginning January 1, 2009. We have determined that the
adoption of SFAS 159 will not have a material affect on our consolidated
financial position, results of operations, cash flows or financial statement
disclosures.
In December 2007, the FASB issued FAS No. 141 R "Business Combinations". FAS
No. 141R establishes principles and requirements for how the acquirer of a
business recognizes and measures in its financial statements the identifiable
assets acquired, the liabilities assumed and any noncontrolling interest in
the acquiree. FAS No. 141R also provides guidance for recognizing and
measuring the goodwill acquired in a business combination and determines what
information to disclose to enable users of the financial statements to
evaluate the nature and financial effects of a business combination. FAS No.
141R is effective for the Company in its fiscal year beginning January 1,
2009. While the Company has not yet evaluated this statement for the impact,
if any, that FAS No. 141R will have on its consolidated financial position
and results of operations, the Company will be required to expense costs
related to any acquisitions after September 30, 2009.
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 reflect the stock split.
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
Alnilam Corporation
(A Development Stage Company)
Notes to Financial Statements
June 30, 2008
(Unaudited)
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 June 30, 2008 and 2007.
For the Nine Months Ended
Basic/Full Diluted Earnings per Share: June 30
2008 2007
-------- --------
Income (loss) (numerator) (4,336) (6,450)
Shares (denominator) 500,000 500,000
Per Share Amount $(.01) $(.01)
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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, 2008, will be approximately $5,000, 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
10
the adequacy of its working capital in determining the terms and conditions
under which the 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
The principal executive officer and principal financial officer has
concluded, based on his evaluation, as of the end of the period covered by
this report, that the Company's disclosure controls and procedures (as
defined in Rule 13a-15(e) under the Exchange Act) are (1) effective to ensure
that material information required to be disclosed by us in reports filed or
submitted by us under the Exchange Act is recorded, processed, summarized,
and reported within the time periods specified in the rules and forms of the
Securities and Exchange Commission, and (2) effective to ensure that
information required to be disclosed by us in such reports filed or submitted
by the Company under the Exchange Act is accumulated and communicated to
management of the Company, including the principal executive officer, to
allow timely decisions regarding required disclosure.
Changes in internal controls
During the last quarter ended June 30, 2008, 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.
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: August 14, 2008 By: /s/ Eric Bronk
Eric Bronk, President and
Principal Financial and Accounting
Officer
12