SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 5, 2002
SPACE LAUNCHES FINANCING, INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation)
0-27873 98-0178621
(Commission File Number) (IRS Employer Identification No.)
55 Quai Gustav Ador, Geneva, Switzerland CH-1206
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (949) 489-2400
CIK Number 0001098009
Item 1. Change in Control of Registrant.
Item 2. Acquisition or Disposition of Assets.
On January 20, 2002, the Registrant") entered into an Agreement
and Plan of Reorganization with PolyDerm, Inc. (the "Agreement"), pursuant to
which Agreement the Registrant agreed to acquire PolyDerm, Inc. for 24,069,896
shares of Registrant Common Stock. In addition 1,382,771 shares were issued to
parties arranging the transaction. Pursuant to the Agreement, and subject to the
satisfaction of certain conditions, all of which were satisfied or waived, the
closing of the transaction took place on February 5,2002. The Registrant
effected a 4-for-1 forward stock split of its common stock to shareholders of
record on February 12, 2002, and all share amounts herein have been restated for
the stock split. As a result of the transaction, there are 53,710,864 shares
outstanding.
Pursuant to the Agreement, certain of the management of the
Registrant resigned and were replaced with the persons set forth below in the
table.
The names of the current directors and executive officers of the
Registrant and holders of more than 5% of the outstanding shares of common stock
and the number of shares held and the percentage of the total issued and
outstanding Common Stock (the only voting security) of the Registrant owned by
each of them are as follows.
Number Percentage
of Shares of Shares
Name Office Owned Owned
Philip Faris President -- --
Luc Badel Secretary -- --
Patricia Jean Jenkins6,806,580 12.7%
Michael Magliochetti 6,806,580 12.7%
Steve Preiss 1,701,645 12.7%
Liz Hill Enterprises, Ltd. 5,371,084 10.0%
All officers
and directors
as a group(1)
(2 persons)
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Item 7. Financial Statements, Pro Forma Financial Informa-
tion and Exhibits.
(a)(b) The required financial statements and pro forma financial
information is unavailable as of the date hereof and will be filed by the
Registrant pursuant to the requirements of the Securities Exchange Act and the
rules and regulations promulgated thereunder within 60 days of the date of the
event reported herein.
(c) Exhibits
2. Plan of acquisition, reorganization, arr
angement, liquidation or succession.
2.1. Agreement and Plan of Reorganiza-
tion, dated January 20, 2002, bet-
ween the Registrant and PolyDerm,
Inc.
(c) Exhibits.
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.
Dated: February 15, 2002 SPACE LAUNCHES FINANCING, INC.
By: /s/ Luc Badel
Luc Badel
Secretary
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