-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GitICh++2YyaChsYy5O+C4Pf1CfZPlFyb6q5IE0HEGTN006Mi0Xobu3fWdugbEph tJgi9apMrPRMoFy2XCj3pQ== /in/edgar/work/20000807/0001021432-00-000109/0001021432-00-000109.txt : 20000921 0001021432-00-000109.hdr.sgml : 20000921 ACCESSION NUMBER: 0001021432-00-000109 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000630 FILED AS OF DATE: 20000807 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LUMINARY ACQUISITION CORP CENTRAL INDEX KEY: 0001100380 STANDARD INDUSTRIAL CLASSIFICATION: [9995 ] IRS NUMBER: 522201516 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-28609 FILM NUMBER: 687049 BUSINESS ADDRESS: STREET 1: 1504 R STREET NW CITY: WASHINGTON STATE: DC ZIP: 20009 BUSINESS PHONE: 2023875400 MAIL ADDRESS: STREET 1: 1504 R STREET NW CITY: WASHINGTON STATE: DC ZIP: 20009 10QSB 1 0001.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2000 or [ ] 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 0-28609 LUMINARY ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 52-2201516 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1504 R Street, N.W., Washington, D.C. 20009 (Address of principal executive offices (zip code)) 202/387-5400 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the last 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 Indicate the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date. Class Outstanding at June 30, 2000 Common Stock, par value $0.0001 5,000,000 PART I -- FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS LUMINARY ACQUISITION CORPORATION (A Development Stage Company) Balance Sheet As of June 30, 2000 (Unaudited) ASSETS Cash $ 500 TOTAL ASSETS $ 500 LIABILITIES AND STOCKHOLDER'S EQUITY LIABILITIES $ - STOCKHOLDER'S EQUITY Preferred Stock, $.0001 par value, 20,000,000 shares authorized, none issued and outstanding - Common Stock, $.0001 par value, 100,000,000 shares authorized, 5,000,000 issued and outstanding 500 Additional paid-in capital 1,330 Deficit accumulated during development stage (1,330) Total Stockholder's Equity 500 TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 500 See accompanying notes to financial statements LUMINARY ACQUISITION CORPORATION (A Development Stage Company) Statement of Operations (Unaudited) January 1, 2000 to March 24, 1999 (Inception) June 30, 2000 June 30, 2000 Income $ -- $ - Expenses Organization expense - 580 Professional fees - 750 Total expenses - 1,300 NET LOSS $ - $(1,330) See accompanying notes to financial statements LUMINARY ACQUISITION CORPORATION (A Development Stage Company) Statement of Changes in Stockholder's Equity For the Period From March 24, 1999 (Inception) To June 30, 2000 (Unaudited) Deficit Accumulated Common Stock Additional During Issued Paid-In Development Shares Amount Capital Stage Total Common Stock Issuance 5,000,000 $ 500 $ - $ - $ 500 Fair value of expenses contributed - - 1,330 - 1,330 Net loss for the periods ended: December 31, 1999 - - - (1,330) (1,330) March 31, 2000 - - - - - June 30, 2000 - - - - - BALANCE AT June 30, 2000 5,000,000 $ 500 $1,300 $ (1,330) $ 500 See accompanying notes to financial statements LUMINARY ACQUISITION CORPORATION (A Development Stage Company) Statements of Cash Flows Unaudited January 1, 2000 to March 24, 1999 June 30, 2000 (Inception) to June 30, 2000 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ - $ (1,330) Adjustment to reconcile net loss to net cash used by operating activities Capitalized expenses - 1,330 Net cash used in operating activities - - CASH FLOWS FROM INVESTING ACTIVITIES - - CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of common stock - 500 Net cash provided by financing activities - 500 INCREASE IN CASH AND CASH EQUIVALENTS - 500 CASH AND CASH EQUIVALENTS BEGINNING OF PERIOD 500 - CASH AND CASH EQUIVALENTS END OF PERIOD $ 500 $ 500 See accompanying notes to financial statement. NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. Organization and Business Operations Luminary Acquisition Corporation (a development stage company) ("the Company") was incorporated in Delaware on March 24, 1999 to serve as a vehicle to effect a merger, exchange of capital stock, asset acquisition or other business combination with a domestic or foreign private business. At June 30, 2000, the Company had not yet commenced any formal business operations. The Company's fiscal year end is December 31. The Company's ability to commence operations is contingent upon its ability to identify a prospective target business. B. Use of Estimates The preparation of the financial statements 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 reporting period. Actual results could differ from those estimates. C. Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. D. Income Taxes The Company accounts for income taxes under the Financial Accounting Standards Board of Financial Accounting Standards No. 109, "Accounting for Income Taxes" ("Statement 109"). Under Statement 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under Statement 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. There were no current or deferred income tax expense or benefits due to the Company not having any material operations for the period ending June 30, 2000. NOTE 2 STOCKHOLDER'S EQUITY A. Preferred Stock The Company is authorized to issue 20,000,000 shares of preferred stock at $.0001 par value, with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. B. Common Stock The Company is authorized to issue 100,000,000 shares of common stock at $.0001 par value. The Company issued 5,000,000 shares of its common stock to TPG Capital Corporation ("TPG") pursuant to Rule 506 for an aggregate consideration of $500. C. Additional Paid-In Capital Additional paid-in capital at June 30, 2000 represents the fair value of the amount of organization and professional costs incurred by TPG on behalf of the Company. (See Note 3) NOTE 3 AGREEMENT On March 24, 1999, the Company signed an agreement with TPG, a related entity (See Note 4). The Agreement calls for TPG to provide the following services, without reimbursement from the Company, until the Company enters into a business combination as described in Note 1A: 1. Preparation and filing of required documents with the Securities and Exchange Commission. 2. Location and review of potential target companies. 3. Payment of all corporate, organizational, and other costs incurred by the Company. NOTE 4 RELATED PARTIES Legal counsel to the Company is a firm owned by a director of the Company who also owns a controlling interest in the outstanding stock of TPG. (See Note 3) ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The Company has registered its common stock on a Form 10-SB registration statement filed pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") and Rule 12(g) thereof. The Company files with the Securities and Exchange Commission periodic and episodic reports under Rule 13(a) of the Exchange Act, including quarterly reports on Form 10-QSB and annual reports Form 10-KSB. The Company was formed to engage in a merger with or acquisition of an unidentified foreign or domestic private company which desires to become a reporting company whose securities have been registered under the Exchange Act. The Company may be deemed to meet the definition of a "blank check" company contained in Section (7)(b)(3) of the Securities Act of 1933, as amended. Management believes that there are perceived benefits to being a reporting company which may be attractive to foreign and domestic private companies. These benefits are commonly thought to include (1) the ability to use securities to make acquisition of assets or businesses; (2) increased visibility in the financial community; (3) the facilitation of borrowing from financial institutions; (4) improved trading efficiency; (5) the potential for shareholder liquidity; (6) greater ease in subsequently raising capital; (7) compensation of key employees through options for stock for which there may be a public market; (8) enhanced corporate image; and, (9) a presence in the United States capital market. A private company which may be interested in a business combination with the Company may include (1) a company for which a primary purpose of becoming a reporting company is the use of its securities for the acquisition of assets or businesses; (2) a company which is unable to find an underwriter of its securities or is unable to find an underwriter of securities on terms acceptable to it; (3) a company which wishes to become a reporting company with less dilution of its common stock than would occur normally upon an underwriting; (4) a company which believes that it will be able obtain investment capital on more favorable terms after it has become a reporting company; (5) a foreign company which may wish an initial entry into the United States securities market; (6) a company seeking one or more of the other benefits believed to attach to a reporting company. The Company is authorized to enter into a definitive agreement with a wide variety of private businesses without limitation as to their industry or revenues. It is not possible at this time to predict with which private company, if any, the Company will enter into a definitive agreement or what will be the industry, operating history, revenues, future prospects or other characteristics of that company. As of the date hereof, the Company has not entered into a final agreement for a business combination. When a business combination is effected, if at all, the Company will file notice of such transaction with the Securities and Exchange Commission on Form 8-K. Persons reading this Form 10-QSB are advised to see if the Company has subsequently filed a Form 8-K. The current shareholders of the Company have agreed not to sell or otherwise transfer any of their common stock of the Company except in connection with a business combination. The Company does not intend to trade its securities in the secondary market until completion of a business combination. It is anticipated that following such occurrence the Company will take the steps required to cause its common stock to be admitted to quotation on the NASD OTC Bulletin Board or, if it then meets the financial and other requirements thereof, on the Nasdaq SmallCap Market, National Market System or regional or national exchange. PART II -- OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS There are no legal proceedings against the Company and the Company is unaware of such proceedings contemplated against it. ITEM 2. CHANGES IN SECURITIES Not applicable. ITEM 3. DEFAULTS UPON SENIOR SECURITIES Not applicable. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not applicable. ITEM 5. OTHER INFORMATION Not applicable. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits -- Certificate of Incorporation filed as an exhibit to the Company's registration statement on Form 10-SB filed on December 22, 1999 and is incorporated herein by reference. -- By-Laws filed as an exhibit to the Company's registration statement on Form 10-SB filed on December 22, 1999 which is incorporated herein by reference. -- Lock up agreement filed as an exhibit to the Company's registration statement on Form 10-SB filed on December 22, 1999 which is incorporated herein by reference. -- Agreement with TPG Capital Corporation filed as an exhibit to the Company's registration statement on Form 10-SB filed on December 22, 1999 which is incorporated herein by reference. (b) Reports on Form 8-K There were no reports on Form 8-K filed by the Company during the quarter. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. LUMINARY ACQUISITION CORPORATION By: /S/ James M. Cassidy President Dated: August 8, 2000 -----END PRIVACY-ENHANCED MESSAGE-----