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
<PAGE>
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
<PAGE>
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
<PAGE>
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.
<TABLE>
<CAPTION>
Percentage
Name of Number of of Outstanding
Stockholder Shares Owned(1) Common Stock
<S> <C> <C>
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
<PAGE>
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) -- --
</TABLE>
(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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
<TABLE>
<CAPTION>
SPACE LAUNCHES FINANCING, INC.
(A Development Stage Company)
Statements of Financial Position
December 31, 1999, 1998 and 1997
1999 1998 1997
ASSETS (unaudited)
<S> <C> <C> <C>
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
</TABLE>
See accompanying notes to financial statements
2
<PAGE>
<TABLE>
<CAPTION>
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)
<S> <C> <C> <C> <C>
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
</TABLE>
See accompanying notes to financial statements
3
<PAGE>
<TABLE>
<CAPTION>
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,
<S> <C> <C> <C> <C> <C> <C> <C>
.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
</TABLE>
See accompanying notes to financial statements
4
<PAGE>
<TABLE>
<CAPTION>
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
<S> <C> <C> <C> <C>
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
</TABLE>
See accompanying notes to financial statements
5
<PAGE>
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
<PAGE>
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
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
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.
</LEGEND>
<CIK> 0001098009
<NAME> SPACE LAUNCHES FINANCINGS, INC.
<MULTIPLIER> 1
<CURRENCY> US dollars
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> Dec-31-1999
<PERIOD-START> Jan-01-1999
<PERIOD-END> Dec-31-1999
<EXCHANGE-RATE> 107,420
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 107,420
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 107,420
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 61
<OTHER-SE> 106,359
<TOTAL-LIABILITY-AND-EQUITY> 107,420
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 1,134
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 3,892
<INCOME-TAX> 0
<INCOME-CONTINUING> 3,892
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,892
<EPS-BASIC> .00
<EPS-DILUTED> .00
</TABLE>
