##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM
10-QSB/A
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2005
  o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from N/A to N/A
 Commission File Number:
    
    000-28675
 Moliris Corp.
 
  Florida
    
    
    
    06-1655695(State or other jurisdiction of incorporation or organization)
    
    
    
    (I.R.S. Employer Identification No.)8500 Stemmons Freeway, Suite 5050, Dallas, TX
    
    
    
    75247(Address of principal executive offices)
    
    
    
    (Zip Code)
  
   
  þ o
  o þ
 o þ




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MOLIRIS CORP.
THIRD QUARTER 2005 REPORT ON FORM 10-QSB/A
TABLE OF CONTENTS
 PAGEPART I. FINANCIAL INFORMATIONItem 1. Financial StatementsUnaudited Consolidated Balance Sheets September 30, 2005
    
    
    1Unaudited Consolidated Statements of Income (Loss)
Three Months and Nine Months Ended September 30, 2005 and 2004
    
    
    2Unaudited Consolidated Statements of Cash Flows
Nine Months Ended September 30, 2005 and 2004
    
    
    4Notes to Unaudited Consolidated Financial Statements
    
    
    5Item 2. Managements Discussion and Analysis or Plan of Operation
    
    
    13Item 3. Evaluation of Disclosure Controls and Procedures
    
    
    17PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    19Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    19Item 3. Defaults Upon Senior Securities
    
    
    19Item 4. Submission of Matters to a Vote of Securities Holders
    
    
    20Item 5. Other Information
    
    
    20Item 6. Exhibits and Reports on Form 8-K
    
    
    20Signatures
    
    
    21Exhibits
    
    
    22Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) and 15(d)-14(a)Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) and 15(d)-14(a)Certification of Principal Executive Officer Pursuant to Section 906Certification of Chief Financial Officer Pursuant to Section 906
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##### Table of Contents



MOLIRIS CORP.
 
 CONSOLIDATED BALANCE SHEETS
 September 30,
    
    
    December 31,2005
    
    
    2004(Unaudited)ASSETSCash and cash equivalents
    
    $
    37,437
    
    
    $
    1,406,961Interest receivable
    
    
    326
    
    
    
    943Other receivable
    
    
    37,923
    
    
    
    Inventory
    
    
    17,810Prepaid expenses
    
    
    55,749
    
    
    
    Total current assets
    
    
    149,244
    
    
    
    1,407,904Capital Assets
    
    
    503,830
    
    
    
    Capitalized Software
    
    
    454,239TOTAL ASSETS
    
    $
    1,107,313
    
    
    $
    1,407,904LIABILITIES AND STOCKHOLDERS DEFICITLIABILITIESAccounts payable
    
    $
    1,179,868
    
    
    $
    469,471Notes payable in default
    
    
    233,655
    
    
    
    233,655Guarantee of bank note payable in default
    
    
    
    
    
    
    138,451Accrued expenses
    
    
    430,647
    
    
    
    2,155,530Due to Related Parties
    
    
    222,477
    
    
    
    98,151Net liabilities of discontinued operations
    
    
    
    
    
    
    459,585Loans from shareholders
    
    
    440,455
    
    
    
    Total current liabilities
    
    
    2,314,625
    
    
    
    3,554,843STOCKHOLDERS DEFICITCommon stock, $0.001 par value, 50,000,000 shares authorized:21,321,000 issued and outstanding at September 30, 2005 and 2,347,000 issued
and outstanding at December 31, 2004
    
    
    21,321
    
    
    
    12,347Class B common stock, no par value, 1,000,000 shares authorized:none issued and outstanding
    
    
    
    
    
    
    Additional paid in capital
    
    
    1,419,505
    
    
    
    26,361Cumulative translation adjustment
    
    
    111,392
    
    
    
    (463
    )Accumulated deficit
    
    
    (1,357,412
    )
    
    
    (2,185,184
    )TOTAL STOCKHOLDERS DEFICIT
    
    
    (1,207,312
    )
    
    
    (2,146,939
    )TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT
    
    $
    1,007,313
    
    
    $
    1,407,904
  1




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MOLIRIS CORP.
 
 STATEMENTS OF OPERATIONS
(Unaudited)
 Period from
    
    
    
    
    
    
    Period fromThree months
    
    
    September 9,
    
    
    Nine months
    
    
    September 9,Period Ended
    
    
    2004 to
    
    
    Period Ended
    
    
    2004 toSeptember 30,
    
    
    December 31,
    
    
    September 30,
    
    
    December 31,2005
    
    
    2004
    
    
    2005
    
    
    2004(Consolidated)
    
    
    (Consolidated
    
    
    (Consolidated)
    
    
    (Consolidated)REVENUES
    
    $
    5,961
    
    
    $
    
    
    
    $
    5,961
    
    
    $
    COST OF SALES
    
    
    12,419
    
    
    
    
    
    
    
    12,419
    
    
    
    GROSS PROFIT
    
    
    (6,458
    )
    
    
    
    
    
    
    (6,458
    )
    
    
    OPERATING EXPENSES:Salaries, wages and commissions
    
    
    12,515
    
    
    
    
    
    
    
    14,484
    
    
    
    Selling, general and administrative
    
    
    851,721
    
    
    
    42,422
    
    
    
    1,208,162
    
    
    
    42,422Rent
    
    
    23,293
    
    
    
    
    
    
    
    126,620
    
    
    
    Depreciation
    
    
    23,124
    
    
    
    
    
    
    
    39,137
    
    
    
    Research and development
    
    
    47,325
    
    
    
    20,351
    
    
    
    254,104
    
    
    
    20,351TOTAL OPERATING EXPENSES
    
    
    957,979
    
    
    
    60,773
    
    
    
    1,642,508
    
    
    
    60,773LOSS BEFORE OTHER INCOME (EXPENSE)
    
    
    (964,437
    )
    
    
    (60,773
    )
    
    
    (1,648,966
    )
    
    
    (60,773
    )OTHER INCOME (EXPENSE):Interest expense
    
    
    2,589
    
    
    
    
    
    
    
    (10,661
    )
    
    
    Interest income
    
    
    112
    
    
    
    
    
    
    
    112
    
    
    
    Foreign currency translation adjustment
    
    
    
    
    
    
    (463
    )
    
    
    
    
    
    
    (463
    )TOTAL OTHER INCOME (EXPENSE)
    
    
    2,701
    
    
    
    (463
    )
    
    
    (10,549
    )
    
    
    (463
    )LOSS FROM CONTINUING OPERATIONS
    
    
    (961,735
    )
    
    
    (63,236
    )
    
    
    (1,659,514
    )
    
    
    (63,236
    )DISCONTINUED OPERATIONSOperating loss from discontinued operations
    
    
    
    
    
    
    
    
    
    
    (37,933
    )
    
    
    Gain/(Loss) from sale of discontinued operations
    
    
    2,708,886
    
    
    
    
    
    
    
    2,708,886
    
    
    
    NET LOSS
    
    $
    1,747,150
    
    
    $
    (63,236
    )
    
    $
    1,011,438
    
    
    $
    (63,236
    )NET LOSS PER SHARE  BASIC AND DILUTEDContinuing Operations
    
    $
    (0.05
    )
    
    $
    (0.005
    )
    
    $
    (0.09
    )
    
    $
    (0.005
    )Discontinued Operations
    
    
    0.13
    
    
    
    
    
    
    
    0.15
    
    
    
    $
    0.08
    
    
    $
    (0.005
    )
    
    $
    0.06
    
    
    $
    (0.005
    )WEIGHTED AVERAGE NUMBER OF COMMON
SHARES  BASIC AND DILUTED
    
    
    21,321,000
    
    
    
    12,347,000
    
    
    
    18,269,736
    
    
    
    12,347,000
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MOLIRIS CORP.
STATEMENT OF CHANGES IN STOCKHOLDERS DEFICIT
NINE MONTHS ENDED SEPTEMBER 30, 2005
 Class BCommon Stock
    
    
    Common Stock
    
    
    Additional
    
    
    
    
    
    
    TotalShares
    
    
    
    
    
    
    Shares
    
    
    
    
    
    
    Paid In
    
    
    Accumulated
    
    
    Stockholders'Issued
    
    
    Amount
    
    
    Issued
    
    
    Amount
    
    
    Capital
    
    
    Deficit
    
    
    DeficitPRE-ACQUISITION BALANCE AT
DECEMBER 31, 2004
    
    
    2,347,000
    
    
    $
    2,347
    
    
    
    
    
    
    $
    
    
    
    $
    1,404,552
    
    
    $
    (5,153,973
    )
    
    $
    (3,747,074
    )Shares issued for
acquisition of
Digifonica
    
    
    10,000,000
    
    
    
    10,000
    
    
    
    
    
    
    
    
    
    
    
    (1,378,191
    )
    
    
    (62,774
    )
    
    
    (1,430,965
    )Recapitalization for
acquisition of
Digifonica
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,445,779
    
    
    
    1,445,779POST
ACQUISITION BALANCE AT DECEMBER 31, 2004
    
    
    12,347,000
    
    
    
    12,347
    
    
    
    
    
    
    
    
    
    
    
    26,361
    
    
    
    (3,770,968
    )
    
    
    (3,732,260
    )Shares issued for cash
    
    
    8,974,000
    
    
    
    8,974
    
    
    
    
    
    
    
    
    
    
    
    1,393,144
    
    
    
    
    
    
    
    1,402,118Cumulative
translation
adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    111,391
    
    
    
    111,391Net loss, nine months
ending Sept. 30,
2005
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,011,438
    
    
    
    1,011,438BALANCE AT
September 30, 2005
    
    
    21,321,000
    
    
    $
    21,321
    
    
    
    
    
    
    $
    
    
    
    $
    1,419,505
    
    
    $
    (2,648,135
    )
    
    $
    (1,207,313
    )
  3




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MOLIRIS CORP.
 
 STATEMENTS OF CASH FLOWS
 (Unaudited)
 Period fromNine months
    
    
    September 9Ended
    
    
    2004, toSeptember 30,
    
    
    December 31,2005
    
    
    2004(Consolidated)CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
    
    $
    1,011,438
    
    
    $
    (62,773
    )Adjustments to reconcile net loss to net cash provided by (used in) operating activities:Depreciation
    
    
    39,137
    
    
    
    Gain on sale of discontinued operations
    
    
    (2,708,886
    )Recapitalization of Moliris & Digifonica acquisition
    
    
    569,696Changes in operating assets and liabilities:Decrease (increase) in accounts receivable
    
    
    (37,306
    )
    
    
    (943
    )Decrease (increase) in notes receivableDecrease (increase) in inventory
    
    
    (17,810
    )
    
    
    Decrease (increase) in prepaids & other current assets
    
    
    (55,749
    )
    
    
    (Decrease) increase in bank overdrafts
    
    
    
    
    
    
    (Decrease) increase in accounts payable
    
    
    710,397
    
    
    
    15,391(Decrease) increase in accrued expenses
    
    
    (1,863,334
    )
    
    
    (Decrease) increase in due to related party
    
    
    (68,151
    )
    
    
    (Decrease) increase in liabilities of discontinued operations
    
    
    (459,585
    )
    
    
    (Decrease) increase in cumulative currency translation adjustments
    
    
    (111,854
    )NET CASH PROVIDED (USED) BY CONTINUING OPERATING ACTIVITIES
    
    
    (2,768,297
    )
    
    
    (48,325
    )NET CASH PROVIDED BY DISCONTINUED OPERATIONS
    
    
    
    
    
    
    NET CASH FLOW PROVIDED (USED) BY OPERATING ACTIVITIES
    
    
    (2,768,297
    )
    
    
    (48,325
    )CASH FLOW FROM INVESTING ACTIVITIESPurchase of property and equipment
    
    
    958,069
    
    
    
    NET CASH USED IN INVESTING ACTIVITIES
    
    
    958,069
    
    
    
    CASH FLOWS FROM FINANCING ACTIVITIESIssuance of common stock, for cash
    
    
    
    
    
    
    38,708Proceed from loan
    
    
    440,455
    
    
    
    14,855Principal repayment on short-term borrowings
    
    
    Proceeds from long-term borrowings
    
    
    Principal repayment on long-term borrowings
    
    
    Repayments from factor financing, net
    
    
    NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES
    
    
    1,842,573
    
    
    
    53,563NET INCREASE (DECREASE) IN CASH
    
    $
    32,345
    
    
    $
    5,092CASH AT BEGINNING OF PERIOD
    
    
    5,092
    
    
    
    CASH AT END OF PERIOD
    
    $
    37,437
    
    
    $
    5,092CASH INTEREST PAID
    
    $
    (112
    )
    
    $
    155
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MOLIRIS CORP.
 
 NOTES TO FINANCIAL STATEMENTS
 September 30, 2005
 NOTE 1: ORGANIZATION, BASIS OF PRESENTATION AND NATURE OF OPERATIONS
 Organization
 Company HH recapitalization Sterling
 Packaging Ranging Moliris-Texas
 DIL Exchange
 US GAAP
 Principles of Consolidation
  Basis of Presentation
   5




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MOLIRIS CORP.
NOTES TO FINANCIAL STATEMENTS
September 30, 2005
 NOTE 2: SIGNIFICANT ACCOUNTING POLICIES
 Nature of Business
 Income Taxes  SFAS 109
 Use of Estimates and Assumptions
 Accounts Receivable
 Inventory
 Notes and Interest Receivables
 Equipment
 Impairment of Long-Lived Assets
 Fair Value of Financial Instruments
 6




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MOLIRIS CORP.
NOTES TO FINANCIAL STATEMENTS
September 30, 2005
 NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 Environmental Matters
 Revenue Recognition
 Loss per Common Share
 Accumulated Other Comprehensive Income
 Recent Accounting Pronouncements  ARB
  NOTE 3: GOING CONCERN
  7




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MOLIRIS CORP.
NOTES TO FINANCIAL STATEMENTS
September 30, 2005
 NOTE 3: GOING CONCERN (CONTINUED)
  NOTE 4: SALE OF RECEIVABLES WITH RECOURSE
   NOTE 5: CAPITAL ASSETS
  Leasehold improvements
    
    $
    146,062Furniture & fixtures
    
    
    14,373Computers
    
    
    48,881Software
    
    
    4,781Equipment
    
    
    36,670Nodes
    
    
    272,496$
    523,264Accumulated Depreciations
    
    
    39,137484,127
  NOTE 6: NOTES PAYABLE IN DEFAULT
  $200,000 note payable, dated Oct. 28, 2003, bearing interest at
zero percent per annum, payable monthly with final payment due
Sept. 1, 2008, in default as of September 30, 2005.
    
    $
    178,500$32,265 note payable, dated Dec. 12, 2001, bearing interest at
5.9% per annum, payable monthly with final payment due Dec. 12,
2006, net of repossession value, in default as of September 30,
2005.
    
    
    4,766$18,013 note payable, dated October 1, 2004, bearing interest at
4% per annum, payable monthly with final payment due July 1, 2005
in default as of September 30, 2005.
    
    
    17,889
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MOLIRIS CORP.
NOTES TO FINANCIAL STATEMENTS
September 30, 2005
 NOTE 6: NOTES PAYABLE IN DEFAULT (CONTINUED)
 $27,500 note payable, dated November 19, 2004, bearing interest
at 12.0% per annum, payable monthly with final payment due
February 19, 2005, in default as of September 30, 2005.
    
    
    27,500$5,000 note payable, dated November 19, 2004, bearing interest at
12.0% per annum, payable monthly with final payment due February
19, 2005, in default as of September 30, 2005.
    
    
    5,000Total
    
    $
    233,655
      NOTE 7: ACCRUED EXPENSES
  Accrued Lease Liability
    
    $
    148,610Accrued Payroll and Taxes
    
    
    141,531Lawsuit Settlement(s)
    
    
    116,000Sales Tax Payable
    
    
    5,648Liability from Acquisition-Ranging
    
    
    1,692,000Accrued professional fees
    
    
    8,227Accrued interest expense
    
    
    10,000Bank overdraft
    
    
    631$
    430,647
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MOLIRIS CORP.
NOTES TO FINANCIAL STATEMENTS
September 30, 2005
 NOTE 8: LEASE COMMITMENTS
    YearEndedDecember 312005
    
    $
    21,5582006
    
    
    86,2332007
    
    
    86,2332008
    
    
    86,2332009
    
    
    86,233
 NOTE 9: COMMITMENTS CONTINGENCIES & LITIGATION
   
   DIL Yinbo JV Company
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MOLIRIS CORP.
NOTES TO FINANCIAL STATEMENTS
September 30, 2005
 NOTE 9: COMMITMENTS CONTINGENCIES & LITIGATION (CONTINUED)
 Year EndedDecember 31, 20052005
    
    $
    800,0002006
    
    
    3,200,0002007
    
    
    4,000,0002008
    
    
    3,500,0002009
    
    
    3,500,000
  NOTE 10: RELATED PARTY TRANSACTIONS
   NOTE 11: DISCONTINUED OPERATIONS
  Revenues
    
    $
    36,652Cost of Revenues
    
    
    (8,749
    )Gross Profit
    
    
    27,903Operating Expense
    
    
    (65,836
    )Loss from Discontinued Operations
    
    $
    (37,933
    )
  NOTE 12: GAIN ON SALE OF DISCONTINUED OPERATIONS:
 Settlement with trade creditors
    
    $
    201,770Bank guarantee assumed by HH Corrugated, Inc.
    
    
    138,451Settlements with related parties
    
    
    192,477Net liabilities of Ranging, Corp.
    
    
    501,242Liabilities of Ranging and American Visionwear
    
    
    1,674,946Gain on sale of Discontinued Operations
    
    $
    2,708,886
 11




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MOLIRIS CORP.
NOTES TO FINANCIAL STATEMENTS
September 30, 2005
 NOTE 13: SUBSEQUENT EVENTS:
   12




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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR RESULTS OF OPERATIONS.
         HH
 Packaging Ranging Moliris-Texas
    13




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Digifonica
         14




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Period from
    
    
    
    
    
    
    Period fromThree months
    
    
    September 9,
    
    
    Nine months
    
    
    Sept ember 9,Period Ended
    
    
    2004 to
    
    
    Period Ended
    
    
    2004 toSeptember 30,
    
    
    December 31,
    
    
    September 30,
    
    
    December 31,2005
    
    
    2004
    
    
    2005
    
    
    2004(Consolidated)
    
    
    (Consolidated)
    
    
    (Consolidated)
    
    
    (Consolidated)REVENUES
    
    $
    5,961
    
    
    $
    
    
    
    $
    5,961
    
    
    $
    COST OF SALES
    
    
    12,419
    
    
    
    
    
    
    
    12,419
    
    
    
    GROSS PROFIT
    
    
    (6,458
    )
    
    
    
    
    
    
    (6,458
    )
    
    
    OPERATING EXPENSES:Salaries, wages and commissions
    
    
    12,515
    
    
    
    
    
    
    
    14,484
    
    
    
    Selling, general and administrative
    
    
    851,721
    
    
    
    42,422
    
    
    
    1,208,162
    
    
    
    42,422Rent
    
    
    23,293
    
    
    
    
    
    
    
    126,620
    
    
    
    Depreciation
    
    
    23,124
    
    
    
    
    
    
    
    16,013
    
    
    
    Research and development
    
    
    47,325
    
    
    
    20,351
    
    
    
    254,104
    
    
    
    20,351TOTAL OPERATING EXPENSES
    
    
    957,979
    
    
    
    60,773
    
    
    
    1,642,508
    
    
    
    60,773LOSS BEFORE OTHER INCOME (EXPENSE)
    
    
    (964,437
    )
    
    
    (60,773
    )
    
    
    (1,648,966
    )
    
    
    (60,773
    )OTHER INCOME (EXPENSE):Interest expense
    
    
    2,589
    
    
    
    
    
    
    
    (10,661
    )
    
    
    Interest income
    
    
    112
    
    
    
    
    
    
    
    112
    
    
    
    Foreign currency translation adjustment
    
    
    
    
    
    
    (463
    )
    
    
    
    
    
    
    (463
    )TOTAL OTHER INCOME (EXPENSE)
    
    
    2,701
    
    
    
    (463
    )
    
    
    (10,549
    )
    
    
    (463
    )LOSS FROM CONTINUING OPERATIONS
    
    
    (961,735
    )
    
    
    (63,236
    )
    
    
    (1,659,514
    )
    
    
    (63,236
    )DISCONTINUED OPERATIONSOperating loss from discontinued operations
    
    
    
    
    
    
    
    
    
    
    (37,933
    )
    
    
    Gain/(Loss) from sale of discontinued operations
    
    
    2,708,886
    
    
    
    
    
    
    
    2,708,886
    
    
    
    NET LOSS
    
    $
    1,747,150
    
    
    $
    (63,236
    )
    
    $
    1,011,438
    
    
    $
    (63,236
    )
    15




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$200,000 note payable, dated Oct. 28, 2003, bearing interest at
zero percent per annum, payable monthly with final payment due
Sept. 1, 2008, in default as of September 30, 2005
    
    $
    178,500$32,265 note payable, dated Dec. 12, 2001, bearing interest at
5.9% per annum, payable monthly with final payment due Dec. 12,
2006, net of repossession value, in default as of September 30,
2005
    
    
    4,766$18,013 note payable, dated October 1, 2004, bearing interest at
4% per annum, payable monthly with final payment due July 1, 2005
in default as of September 30, 2005
    
    
    17,889$27,500 note payable, dated November 19, 2004, bearing interest
at 12.0% per annum, payable monthly with final payment due
February 19, 2005, in default as of September 30, 2005
    
    
    27,500$5,000 note payable, dated November 19, 2004, bearing interest at
12.0% per annum, payable monthly with final payment due February
19, 2005, in default as of September 30, 2005
    
    
    5,000Total
    
    $
    233,655
       
 ITEM 3. EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.
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##### Table of Contents



PART II
 
 ITEM 1. LEGAL PROCEEDINGS
      
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 Securities Act
 
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES
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##### Table of Contents



ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
  
 ITEM 5. OTHER INFORMATION
 Shares
 
 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
  Exhibit Number
    
    Description31.1
    
    Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) and 15d-14(a)31.2
    
    Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) and 15d-14(a)32.1
    
    Certification of Principal Executive Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act32.2
    
    Certification of Chief Financial Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act
  Date of Event Reported
    
    Items ReportedAugust 9, 2005
    
    (4.01 and 9.01) Change in Registrants Certifying AccountantSeptember 13, 2005
    
    (2.01, 3.02, 5.06 and 9.01) Completion of Acquisition of Assets
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SIGNATURES
  Moliris Corp.,
a Florida corporationDate: November 18, 2005
    
    /s/ Michael BowermanMichael Bowerman, President
Principal Executive Officer/s/ Benjamin TamBenjamin Tam
Chief Financial Officer
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