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
March 31, 2001
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 (I.R.S. Employer
of incorporation organization) Or 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 March 31, 2001
Common Stock,
par value $0.0001 5,000,000
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
LUMINARY ACQUISITION CORPORATION
(A Development Stage Company)
As of March 31, 2001
(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)
For the three For the three March24,1999
Months Ended Months ended (Inception)to
March 31, 2001 March 31, 2000 March 31,
2001
Income $ - $ - $ -
Expenses
Organization
expense - - 580
Professional
Fees - - 750
---------- -------- --------
Total expenses - - 1,330
---------- -------- -------
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 March 31, 2001
(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)
December 31, 2000 - - - - -
March 31, 2001 - - - - -
BALANCE AT
March 31, 2001 5,000,000 $ 500 $1,330 $ (1,330) $ 500
See accompanying notes to financial statements
LUMINARY ACQUISITION CORPORATION
(A Development Stage Company)
Statements of Cash Flows
Unaudited
January 1, 2001 January 1, 2000 March 24, 1999
to to (Inception) to
March 31, 2001 March 31, 2000 March 31, 2001
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net loss $ - $ - $ (1,330)
Adjustment to reconcile net
loss to net cash
used by operating activities
Contributed 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 June 7, 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 March 31,
2001 the Company had not yet commenced any formal
business operations, and all activity to date
relates to the Company's formation. The Company's
fiscal year end is December 31.
The Company's ability to commence operations is
contingent upon its ability to enter into a business
combination with a prospective target business. (See
Note 5)
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 March 31, 2001.
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. At
inception, 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 March 31, 2001
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)
NOTE 5 POTENTIAL TARGET COMPANY
TPG Capital Corporation has had preliminary
discussions with a potential target company which
TPG Capital Corporation may present to the Company
for consideration for a business combination. TPG
Capital Corporation has not yet made such
recommendation and cannot predict when it will do
so, if at all.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The Company will attempt to locate and
negotiate with a business entity for the
combination of that target company with the
Company. The combination will normally take the
form of a merger, stock-for-stock exchange or
stock-for-assets exchange (the "business
combination"). In most instances the target
company will wish to structure the business
combination to be within the definition of a
tax-free reorganization under Section 351 or
Section 368 of the Internal Revenue Code of 1986,
as amended. No assurances can be given that the
Company will be successful in locating or
negotiating with any target business.
The Company has not restricted its search for
any specific kind of businesses, and it may
acquire a business which is in its preliminary or
development stage, which is already in operation,
or in essentially any stage of its business life.
It is impossible to predict the status of any
business in which the Company may become engaged,
in that such business may need to seek additional
capital, may desire to have its shares publicly
traded, or may seek other perceived advantages
which the Company may offer.
In implementing a structure for a particular
business acquisition, the Company may become a
party to a merger, consolidation, reorganization,
joint venture, or licensing agreement with another
corporation or entity.
It is anticipated that any securities issued
in any such business combination would be issued
in reliance upon exemption from registration under
applicable federal and state securities laws. In
some circumstances, however, as a negotiated
element of its transaction, the Company may agree
to register all or a part of such securities
immediately after the transaction is consummated
or at specified times thereafter. If such
registration occurs, it will be undertaken by the
surviving entity after the Company has entered
into an agreement for a business combination or
has consummated a business combination. The
issuance of additional securities and their
potential sale into any trading market which may
develop in the Company's securities may depress
the market value of the Company's securities in
the future if such a market develops, of which
there is no assurance.
The Company will participate in a business
combination only after the negotiation and
execution of appropriate agreements. Negotiations
with a target company will likely focus on the
percentage of the Company which the target company
shareholders would acquire in exchange for their
shareholdings. Although the terms of such
agreements cannot be predicted, generally such
agreements will require certain representations
and warranties of the parties thereto, will
specify certain events of default, will detail the
terms of closing and the conditions which must be
satisfied by the parties prior to and after such
closing and will include miscellaneous other
terms. Any merger or acquisition effected by the
Company can be expected to have a significant
dilutive effect on the percentage of shares held
by the Company's shareholders at such time.
The Company has entered into an agreement
with TPG Capital Corporation, its sole
shareholder, to supervise the search for target
companies as potential candidates for a business
combination. The agreement will continue until
such time as the Company has effected a business
combination. TPG Capital Corporation has agreed
to pay all expenses of the Company until such time
as a business combination is effected, without
repayment. James M. Cassidy, the sole officer and
director of the Company, is the sole officer and
director and controlling shareholder of TPG
Capital Corporation.
The Company does not anticipate expending
funds itself for locating a target company. James
M. Cassidy, the officer and director of the
Company, provides his services without charge or
repayment. The Company will not borrow any funds
to make any payments to the Company's management,
its affiliates or associates. If TPG Capital
Corporation stops or becomes unable to continue to
pay the Company's operating expenses, the Company
may not be able to timely make its periodic
reports required under the Exchange Act nor to
continue to search for an acquisition target. In
such event, the Company would seek alternative
sources of funds or services, primarily through
the issuance of its securities.
TPG Capital Corporation may only locate
potential target companies for the Company and is
not authorized to enter into any agreement with a
potential target company binding the Company. TPG
Capital Corporation may provide assistance to
target companies incident to and following a
business combination, and receive payment for such
assistance from target companies. The agreement
with TPG Capital Corporation is not exclusive and
the Company may enter into similar agreements with
other persons or entities.
The Board of Directors has passed a
resolution which contains a policy that the
Company will not seek a business combination with
any entity in which the Company's officer,
director, shareholders or any affiliate or
associate serves as an officer or director or
holds any ownership interest.
TPG Capital Corporation has had preliminary
discussions with a potential target company which
TPG Capital Corporation may present to the Company
for consideration for a business combination. TPG
Capital Corporation has not yet made such
recommendation and cannot predict when it will do
so, if at all.
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
(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: May 14, 2001