-----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, BVQm2okol9oqy8Md0wCozJJ6Mr7dx+E/3sJ9hBQ7p3CLR0OR9fyMX/QAHpmdndd1 EEdnF5NYkD8Tg10VTaHZmQ== 0001002334-00-000038.txt : 20000414 0001002334-00-000038.hdr.sgml : 20000414 ACCESSION NUMBER: 0001002334-00-000038 CONFORMED SUBMISSION TYPE: 10KSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000413 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPACE LAUNCHES FINANCING INC CENTRAL INDEX KEY: 0001098009 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 980178621 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10KSB SEC ACT: SEC FILE NUMBER: 000-27873 FILM NUMBER: 600064 BUSINESS ADDRESS: STREET 1: 56 QUAI GUSTAVE ADOR STREET 2: GENEVA CITY: SWITZERLAND CH 1206 STATE: CA ZIP: 92629 MAIL ADDRESS: STREET 1: 29351 PASTO RD STREET 2: STE B CITY: DANA POINT STATE: CA ZIP: 92629 10KSB 1 12/31/99 10K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-KSB [x] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 [Fee Required] For the fiscal year ended December 31, 1999 [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 [No Fee Required] For the transition period from to Commission file number 0-27873 SPACE LAUNCHES FINANCING, INC. (Exact name of small business issuer in its charter) Nevada 98-0178621 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 56 Quai Gustave Ador, Geneva, Switzerland CH-1206 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (949) 489-2400 ------------------- Securities registered pursuant to Section 12(b) of the Act: None ---------------- Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $.001 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in part III of this Form 10-K or any amendment to this Form 10-K. [ X ] State issuer's revenues for its most recent fiscal year: None The aggregate market value of the voting stock held by non-affiliates of the registrant as of December 31, 1999 was not determinable since the Common Stock was not traded. The number of shares outstanding of the issuer's classes of Common Stock as of December 31, 1999: Common Stock, $.001 Par Value - 6,017,471 Shares DOCUMENTS INCORPORATED BY REFERENCE: NONE PART I Item 1. DESCRIPTION OF BUSINESS Space Launches Financing, Inc., a Nevada corporation, formerly Transcendent Corporation (the "Company"), was incorporated on February 11, 1997. The Company was originally organized to develop, manufacture and market specialty channels in Toronto, Ontario Canada. This business was not successful and in November 1997 the Company changed its business objectives to financing satellite launches. No contracts have been entered into as of October 1999. The Company is in the formative stages. Item 2. DESCRIPTION OF PROPERTY Not applicable. Item 3. LEGAL PROCEEDINGS Not Applicable. Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matters were submitted to a vote of security holders during the fourth quarter of the fiscal year ended December 31, 1999. 2 PART II Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS (a) Market Information The Company's Common Stock has been listed on the NASD OTC Electronic Bulletin Board sponsored by the National Association of Securities Dealers, Inc. under the symbol "SPCL" since 1997. There has been limited trading of the Common Stock. (b) Holders As of May 1999, there were approximately 100 holders of Company common stock and one holder of Series A preferred stock. (c) Dividends The Company has not paid any dividends on its common stock. The Company currently intends to retain any earnings for use in its business, and therefore does not anticipate paying cash dividends in the foreseeable future. Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS The Company has had limited operations to date. In November 1997 the Company raised $100,000 in an offering of common stock. The Company anticipates that it will require approximately $4,000,000 to carry out its business plan, which is expected to be met from the exercise of warrants. Item 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The consolidated financial statements of the Company required to be included in Item 7 are set forth in the Financial Statements Index. Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not Applicable. 3 PART III Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT. Directors and Executive Officers The members of the Board of Directors of the Company serve until the next annual meeting of stockholders, or until their successors have been elected. The officers serve at the pleasure of the Board of Directors. Information as to the directors and executive officers of the Company is as follows: Name Age Position Maurice Tolub 36 President, Secretary/Treasurer and Director Yves Silliard 63 Director Mr. Tolub has been a director and officer since November 1997. He has been a private investor for the past five years. After graduating from the University of Geneva he was engaged in real estate development in Europe and New York. Mr. Sillard has been a director since November 1997. He has been charge de Mission by the French Ministry of Defense for the Space Politic since March 1997. From 1994 to February 1997 he was President and General Manager of Defense International Council. Item 10. EXECUTIVE COMPENSATION No compensation is paid or anticipated to be paid by the Company until the receipt of license revenues. Directors currently receive no compensation for their duties as directors. Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth information relating to the beneficial ownership of Company common stock by those persons beneficially holding more than 5% of the Company capital stock, by the Company's directors and executive officers, and by all of the Company's directors and executive officers as a group. The address of each officer and director is care of the Company.
Percentage Name of Number of of Outstanding Stockholder Shares Owned(1) Common Stock Maurice Tolub -- -- Yves Sillard -- -- Marina Zuliani 600,000 10% Calle Martinengo 5974/B 30122 Venezia Italia Andrea Leardini 600,000 10% Calle Martinengo 5974/B 30122 Venezia Italia 4 Societe Financiere du Seujet Limited 600,000 10% ICC House 17 Dame Street Dublin 2 Ireland Preferred Stock(3) * Francois Allaz 600,000 10% 7 Rue de Veyrot 1217 Geneva, Switzerland Sangate Enterprises, Inc.(2) 2,600,000 32.5% Road Town-Pasea Estate P.O. Box 3149 Tortola British Virgin Islands Societe Financiere Privee, S.A. 600,000 10% 3 Rue Maurice 1205 Geneve, Switzerland Orazio Pizzardi 600,000 10% Via Milano 10100 Settimo Torinese Barbara Burhop 600,000 10% 26 Rue du Nod 1225 Hermance, Switzerland Attilie Ferrari 600,000 10% Via XX Miglia 65 10141 Torino, Italy Gabriela Ferrari 600,000 10% Via XX Miglia 65 10141 Torino, Italy Operadora Financiera de Inverscones 4 Comercio S.A. Via Espana y Calle Columbia Panama (3) (3) All officers and directors as a group (2 persons) -- --
(1) Unless otherwise noted below, the Company believes that all persons named in the table have sole voting and investment power with respect to all shares of Common Stock beneficially owned by them. For purposes hereof, a person is deemed to be the beneficial owner of securities that can be acquired by such person within 60 days from the date hereof upon the exercise of warrants or options or the conversion of convertible securities. Each beneficial owner's percentage ownership is determined by assuming that any such warrants, options or convertible securities that are held by such person (but not those held by any other person) and which are exercisable within 60 days from the date hereof, have been exercised. (2) Includes options to purchase 2,000,000 shares at a price of $2.00 per share. (3) Does not include 1,000 shares of Series A Preferred Stock, which give this holder the right to elect two-thirds 5 of the Company's board of directors. Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS In August 1997, the Company issued 6,000 shares for services rendered by its then officers and directors at a price of $.01667 per share. The shares were issued with a restrictive legend. The Company believes this transaction is exempt under Section 4(2) of the Securities Act of 1933 as a transaction not involving a public offering. On March 18, 1998, the Company issued 6,000,000 Shares of Common Stock (600,000 to each person) for $100,000 to ten persons, 1,000 shares of Series A preferred stock to one person and issued options to purchase 2,000,000 shares of common stock at a price of $2.00 per share to one of the purchasers of the Common Stock. The issuance of the common stock was made under Rule 504. A Form D was filed with the Securities and Exchange Commission on November 17, 1997. The options and preferred stock were issued under Section 4(2). All information in this Registration Statement gives effect to a 1-for-50 reverse stock split and an additional 1-for-4 reverse stock split, both effected in November 1997. 6 PART IV Item 13. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits. The following exhibits of the Company are included herein. Exhibit No. Document Description 2. Charter and Bylaws 2.1. Articles of Incorporation(1) 2.2 Articles of Amendment(1) 2.3 Bylaws(1) 3. Instruments Defining the rights of security holders 3.1 Option Agreement(1) 5. Voting Trust Agreement Not Applicable. 6. Material Contracts Not Applicable. 7. Material Foreign Patents Not Applicable (1) Incorporated by reference to such exhibit as filed with the Company's registration statement on Form 10-SB, File No. 0-27873. (b) Reports on Form 8-K. Not Applicable. 7 INDEPENDENT AUDITORS' REPORT To the Board of Directors and Shareholders Space Launches Financing, Inc. We have audited the statements of financial position of Space Launches Financing, Inc. ( a development stage company) as of December 31, 1998 and 1997, and the related statements of operations, changes in stockholders' equity and cash flows for the years then ended and cumulative for the period February 11, 1997 (date of inception) through December 31, 1998. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Space Launches Financing, Inc. (a development stage company) as of December 31, 1998 and 1997, and the results of its operations, changes in stockholders' equity and cash flows for the period February 11, 1997 (date of inception) through December 31, 1998, in conformity with generally accepted accounting principles. Bountiful, Utah May 28, 1999 1
SPACE LAUNCHES FINANCING, INC. (A Development Stage Company) Statements of Financial Position December 31, 1999, 1998 and 1997 1999 1998 1997 ASSETS (unaudited) Current assets -- Cash $ 107,420 $ 103,528 $ 99,319 Total current assets $ 107,420 $ 103,528 $ 99,319 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities $ -- $ -- $ -- Stockholders' equity Common stock, $.00001 par value; 100,000 shares authorized; 6,017,471 shares issued and outstanding 61 61 61 Additional paid-in capital 141,559 141,559 141,559 Accumulated deficit during the development stage (34,201) (38,092) (42,301) Total Stockholders' equity 107,420 103,528 99,319 Total liabilities and stockholders' equity $ 107,420 $ 103,528 $ 99,319
See accompanying notes to financial statements 2
SPACE LAUNCHES FINANCING, INC. (A Development Stage Company) Statement of Operations Years Ended December 31, 1999, 1998 and 1997 and Cumulative from Inception to December 31, 1999 Cumulative From Inception (Feb. 11, 1997) to December 31, 1999 1998 1997 1999 (unaudited) (unaudited) Revenues $ $-- $ -- $ -- Operating expenses General and Administrative 1,134 597 42,811 43,408 Total operating expenses 1,134 597 42,811 43,408 Other income Interest 5,026 4,806 510 5,316 Total other income 5,026 4,806 510 5,316 Net income (loss) $ 3,892 $ 4,209 $ (42,301) $ (38,092) Net income (loss) per share $ -- $ -- $ (0.06) $ (0.01) Weighted average number of shares outstanding 6,017,471 3,814,428 709,769 3,814,428
See accompanying notes to financial statements 3
SPACE LAUNCHES FINANCING, INC. (A Development Stage Company) Statement of Changes in Stockholders' Equity From Inception (February 11, 1997) Through December 31, 1999 Accumulated Deficit Additional During the Common Stock Paid-In Development Shares Amount Capital Stage Total Issuance of common stock for cash, .00001 per share on April 16, 1997 10,500 $ 1 $ 2,099 $ - $ 2,100 Issuance of common stock in private placement, .00001 per share on April 16, 1997 460 - 30,826 - 30,826 Issuance of shares for option, .00001 per share on July 25, 1997 500 - 5,000 - 5,000 Issuance of shares for cancellation of debt, .00001 per share on August 1, 1997 6,000 - 3,694 - 3,694 Rounding for split 11 - - - - Issuance of shares for cash, .00001 per share on December 1, 1997 6,000,000 60 99,940 - 100,000 Net (loss) - - - (42,301) (42,301) Balances at December 31, 1997 6,017,471 61 141,559 (42,301) 99,319 Net income - - - 4,209 4,209 Balances at December 31, 1998 6,017,471 61 141,559 (38,092) 103,528 Net income (unaudited) - -- - 3,892 3,892 Balances at December 31, 1999 (unaudited) 6,017,471 $ 61 $ 141,559 $ (34,201) $ 107,420
See accompanying notes to financial statements 4
SPACE LAUNCHES FINANCING, INC. (A Development Stage Company) Statements of Cash Flows Years Ended December 31, 1999, 1998 and 1997 and Cumulative from Inception to December 31, 1999 Cumulative From Inception (Feb. 11, 1997) to December 31, 1999 1998 1997 1999 (unaudited) (unaudited) CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ 3,892 $ 4,209 $ (42,301) $ (38,092) Net cash flows from operating activities 3,892 4,209 (42,301) (38,092) CASH FLOWS FROM INVESTING ACTIVITIES -- -- -- -- CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issuance of common stock -- -- 141,620 141,620 Net cash flows from financing activities -- -- 141,620 141,620 Net decrease in cash -- 4,209 99,319 103,528 Cash balance at beginning of period 103,528 99,319 -- -- Cash balance at end of period $ 107,420 $ 103,528 $ 99,319 $ 103,528
See accompanying notes to financial statements 5 SPACE LAUNCHES FINANCING, INC. (A Development Stage Company) Notes to Financial Statements Year Ended December 31, 1998 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES Space Launches Financing, Inc., formerly Transcendent Corporation (the "Company") was incorporated under the laws of the State of Nevada on February 11, 1997, to develop, manufacture and market a variety of specialty chemicals to industrial, commercial and retail clients. The Company is in the development stage and will be very dependent on the skills, talents, and abilities of management to successfully implement its business plan. Due to the Company's lack of capital, it is likely that the Company will not be able to compete with larger and more experienced entities for business opportunities which are lower risk and are more attractive for such entities. Business opportunities in which the Company may participate will likely be highly risky and speculative. Since inception, the Company's activities have been limited to organizational matters. On November 26, 1997 the board of directors approved a name change and filed the amendment with the Nevada Secretary of State changing the name of the corporation to Space Launches Financing, Inc. 2. CASH AND CASH EQUIVALENTS The Company considers all short-term investments with an original maturity of three months or less to be cash equivalents. 3. STOCK SPLIT On November 27, 1997, the Company's board of directors approved a 200:1 reverse stock split. The Company's financial statements have been restated for all periods presented for effects of the stock split. 4. 1999 FINANCIAL STATEMENTS The 1999 Financial Statements are unaudited as permitted by Rule 3-11 of Regulation S-X. 6 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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 April 10, 1999. SPACE LAUNCHES FINANCING, INC. By: /s/Maurice Tolub President Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities on April 10, 2000. By /s/ Maurice Tolub President, Secretary, Chief Financial Officer and Director By: /s/ Yves Silliard Director 7 EX-27 2 FDS --
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE STATEMENTS FOR THE YEAR ENDED MARCH 31, 1999 AND AS OF MARCH 31, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0001098009 SPACE LAUNCHES FINANCINGS, INC. 1 US dollars 12-MOS Dec-31-1999 Jan-01-1999 Dec-31-1999 107,420 0 0 0 0 0 107,420 0 0 107,420 0 0 0 0 61 106,359 107,420 0 0 0 1,134 0 0 0 3,892 0 3,892 0 0 0 3,892 .00 .00
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