U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB/A
General Form for Registration of Securities
of Small Business Issuers
Under Section 12(b) or (g) of
the Securities Exchange Act of 1934
LUMINARY ACQUISITION CORPORATION
-----------------------------
(Name of Small Business Issuer)
Delaware 52-2201516
(State or Other Jurisdiction of I.R.S. Employer Identification Number
Incorporation or Organization)
1504 R Street, N.W., Washington, D.C. 20009
------------------------------------------------------------
(Address of Principal Executive Offices including Zip Code)
202/387-5400
_____________
(Issuer's Telephone Number)
Securities to be Registered Under Section 12(b) of the Act: None
Securities to be Registered Under Section 12(g) of the Act:
Common Stock, $.0001 Par Value
(Title of Class)
PART I
ITEM 1. BUSINESS.
Luminary Acquisition Corporation ("Luminary") was
incorporated on March 24, 1999 under the laws of the State of
Delaware to engage in any lawful corporate undertaking, including,
but not limited to, selected mergers and acquisitions. Luminary has
been in the developmental stage since inception and has no
operations to date other than issuing shares to its original
shareholder.
Luminary will attempt to locate and negotiate with a
business entity for the combination of that target company with
Luminary. 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 Luminary will be successful
in locating or negotiating with any target company.
Luminary has been formed to provide a method for a foreign
or domestic private company to become a reporting ("public") company
with a class of registered securities.
ASPECTS OF A REPORTING COMPANY
There are certain perceived benefits to being a reporting
company. These are commonly thought to include the following:
* increased visibility in the financial community;
* provision of information required under Rule 144
for trading of eligible securities;
* compliance with a requirement for admission to
quotation on the OTC Bulletin Board maintained by
Nasdaq or on the Nasdaq SmallCap Market;
* the facilitation of borrowing from financial
institutions;
* improved trading efficiency;
* shareholder liquidity;
* greater ease in subsequently raising of capital;
* compensation of key employees through stock options
for which there may be a market valuation;
* enhanced corporate image.
There are also certain perceived disadvantages to being a
reporting company. These are commonly thought to include the
following:
* requirement for audited financial statements;
* required publication of corporate information;
* required filings of periodic and episodic reports
with the Securities and Exchange Commission;
* increased rules and regulations governing
management, corporate activities and shareholder
relations.
A private company may choose to become a reporting company
by filing its own registration statement pursuant to the Securities
Exchange Act. A principal reason a private company may determine to
effect a business combination with Luminary or other similar company
is the reduced time required to become a reporting company.
COMPARISON WITH INITIAL PUBLIC OFFERING
Certain private companies may find a business combination
more attractive than an initial public offering of their securities.
Reasons for this may include the following:
* inability to obtain underwriter;
* possible larger costs, fees and expenses;
* possible delays in the public offering process;
* greater dilution of their outstanding securities.
Certain private companies may find a business combination
less attractive than an initial public offering of their securities.
Reasons for this may include the following:
* no investment capital raised through a business
combination;
* no underwriter support of after-market trading.
POTENTIAL TARGET COMPANIES
A business entity, if any, which may be interested in a
business combination with Luminary may include the following:
* a company for which a primary purpose of becoming
public is the use of its securities for the
acquisition of assets or businesses;
* 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;
* a company which wishes to become public with less
dilution of its common stock than would occur upon
an underwriting;
* a company which believes that it will be able to
obtain investment capital on more favorable terms
after it has become public;
* a foreign company which may wish an initial entry
into the United States securities market;
* a special situation company, such as a company
seeking a public market to satisfy redemption
requirements under a qualified Employee Stock
Option Plan;
* a company seeking one or more of the other
perceived benefits of becoming a public company.
A business combination with a target company will normally
involve the transfer to the target company of the majority of the
issued and outstanding common stock of Luminary, and the
substitution by the target company of its own management and board
of directors.
No assurances can be given that Luminary will be able to
enter into a business combination, as to the terms of a business
combination, or as to the nature of the target company.
The proposed business activities described herein classify
Luminary as a "blank check" company, which as used herein is a
development stage company that has no specific business plan or
purpose or has indicated that its "business plan" is to engage in a
merger or acquisition with an unidentified company or companies.
The Securities and Exchange Commission and certain states have
enacted statutes, rules and regulations limiting the sale of
securities of blank check companies. Luminary will not issue or
sell additional shares or take any efforts to cause a market to
develop in Luminary's securities until such time as Luminary has
successfully implemented its business plan and it is no longer
classified as a blank check company.
The sole shareholder of Luminary has executed and delivered
an agreement affirming that it will not sell or otherwise transfer
its shares except in connection with or following a business
combination.
Luminary is voluntarily filing this Registration Statement
with the Securities and Exchange Commission and is under no
obligation to do so under the Securities Exchange Act of 1934.
Luminary will continue to file all reports required of it under the
Exchange Act until a business combination has occurred. A business
combination will normally result in a change in control and
management of Luminary. Since a benefit of a business combination
with Luminary would normally be considered its status as a reporting
company, it is anticipated that Luminary will continue to file
reports under the Exchange Act following a business combination. No
assurance can be given that this will occur or, if it does, for how
long.
James M. Cassidy is the sole officer and director of
Luminary and the controlling shareholder of Luminary's sole
shareholder, TPG Capital Corporation. Luminary has no employees nor
are there any other persons than Mr. Cassidy who devote any of their
time to its affairs. Mr. Cassidy will not begin any services on
behalf of Luminary until after the effective date of the
registration statement. All references herein to management of
Luminary are to Mr. Cassidy. The inability at any time of Mr.
Cassidy to devote sufficient attention to Luminary could have a
material adverse impact on its operations.
RISK FACTORS
Luminary's business is subject to numerous risk factors,
including the following:
LUMINARY HAS NO OPERATING HISTORY NOR REVENUE AND MINIMAL
ASSETS AND OPERATES AT A LOSS. Luminary has had no operating
history nor any revenues or earnings from operations. Luminary has
no significant assets or financial resources. Luminary has operated
at a loss to date and will, in all likelihood, continue to sustain
operating expenses without corresponding revenues, at least until
the consummation of a business combination. See PART F/S "FINANCIAL
STATEMENTS". TPG Capital Corporation has agreed to pay all expenses
incurred by Luminary until a business combination without repayment
by Luminary. TPG Capital Corporation is the sole shareholder of
Luminary. There is no assurance that Luminary will ever be
profitable.
LUMINARY HAS ONLY ONE DIRECTOR AND ONE OFFICER. Luminary's
president, its sole officer, is James M. Cassidy, who is also its
sole director and the controlling shareholder of its sole
shareholder. Because management consists of only one person,
Luminary does not benefit from multiple judgments that a greater
number of directors or officers would provide and Luminary will rely
completely on the judgment of its sole officer and director when
selecting a target company. Mr. Cassidy anticipates devoting only a
limited amount of time per month to the business of Luminary and
does not anticipate commencing any services until after the
effective date of the registration statement. Mr. Cassidy has not
entered into a written employment agreement with Luminary and he is
not expected to do so. Luminary has not obtained key man life
insurance on Mr. Cassidy. The loss of the services of Mr. Cassidy
would adversely affect development of Luminary's business and its
likelihood of continuing operations.
CONFLICTS OF INTEREST: SIMILAR COMPANIES. James M. Cassidy,
Luminary's sole officer and director, has organized and expects to
organize other companies of a similar nature and with a similar
purpose as Luminary. Consequently, there are potential inherent
conflicts of interest in acting as an officer and director of
Luminary. Currently, Mr. Cassidy is involved with several other
blank check companies substantially identical to Luminary. See Item
5, DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
CONFLICTS OF INTEREST: TIME DEMANDS. Mr. Cassidy is the
principal of Cassidy & Associates, a securities law firm located in
Washington, D.C. As such, demands may be placed on the time of Mr.
Cassidy which will detract from the amount of time he is able to
devote to Luminary. Mr. Cassidy intends to devote as much time to
the activities of Luminary as required. However, should such a
conflict arise, there is no assurance that Mr. Cassidy would not
attend to other matters prior to those of Luminary. Mr. Cassidy
estimates that the business plan of Luminary can be implemented in
theory by devoting approximately 10 to 25 hours per month over the
course of several months but such figure cannot be stated with
precision
CONFLICTS OF INTEREST: ARMS-LENGTH TRANSACTIONS. Additional
conflicts of interest and non-arms length transactions may also
arise in the future. Luminary has adopted a policy that it will not
enter into a business combination with any entity in which any
member of management serves as an officer, director or partner, or
in which such person or such person's affiliates or associates hold
any ownership interest. The terms of business combination may
include such terms as Mr. Cassidy remaining a director or officer of
Luminary and/or the continuing securities or other legal work of
Luminary being handled by the law firm of which Mr. Cassidy is the
principal.
CONFLICTS OF INTEREST: SHAREHOLDER BENEFIT. Mr. Cassidy is
the president, director and controlling shareholder of TPG Capital
Corporation, a Delaware corporation, which is the sole shareholder
of Luminary. The terms of a business combination may provide for a
payment by cash or otherwise to TPG Capital Corporation for the
purchase or retirement of all or part of its common stock of
Luminary by a target company or for services rendered incident to or
following a business combination. Mr. Cassidy would directly
benefit from such employment or payment. Such benefits may influence
Mr. Cassidy's choice of a target company.
CONFLICTS OF INTEREST: INDEMNIFICATION. There are no
binding guidelines or procedures for resolving potential conflicts
of interest. Failure by management to resolve conflicts of interest
in favor of Luminary could result in liability of management to
Luminary. The Certificate of Incorporation of Luminary provides that
Luminary may indemnify officers and/or directors of Luminary for
liabilities, which can include liabilities arising under the
securities laws. Therefore, assets of Luminary could be used or
attached to satisfy any liabilities subject to such indemnification.
See "ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS--Conflicts of Interest."
THE PROPOSED OPERATIONS OF LUMINARY ARE SPECULATIVE. The
success of Luminary's proposed plan of operation will depend to a
great extent on the operations, financial condition and management
of the identified target company. While business combinations with
entities having established operating histories are preferred, there
can be no assurance that Luminary will be successful in locating
candidates meeting such criteria. The decision to enter into a
business combination will likely be made without detailed
feasibility studies, independent analysis, market surveys or similar
information which, if Luminary had more funds available to it, would
be desirable. In the event Luminary completes a business
combination the success of Luminary's operations will be dependent
upon management of the target company and numerous other factors
beyond Luminary's control. There is no assurance that Luminary can
identify a target company and consummate a business combination.
PURCHASE OF PENNY STOCKS CAN BE RISKY. In the event that a
public market develops for Luminary's securities following a
business combination, such securities may be classified as a penny
stock depending upon their market price and the manner in which they
are traded. The Securities and Exchange Commission has adopted Rule
15g-9 which establishes the definition of a "penny stock," for
purposes relevant to Luminary, as any equity security that has a
market price of less than $5.00 per share or with an exercise price
of less than $5.00 per share whose securities are admitted to
quotation but do not trade on the Nasdaq SmallCap Market or on a
national securities exchange. For any transaction involving a penny
stock, unless exempt, the rules require delivery by the broker of a
document to investors stating the risks of investment in penny
stocks, the possible lack of liquidity, commissions to be paid,
current quotation and investors' rights and remedies, a special
suitability inquiry, regular reporting to the investor and other
requirements. Prices for penny stocks are often not available and
investors are often unable to sell such stock. Thus an investor may
lose his investment in a penny stock and consequently should be
cautious of any purchase of penny stocks.
THERE IS A SCARCITY OF AND COMPETITION FOR BUSINESS
OPPORTUNITIES AND COMBINATIONS. Luminary is and will continue to be
an insignificant participant in the business of seeking mergers with
and acquisitions of business entities. A large number of
established and well-financed entities, including venture capital
firms, are active in mergers and acquisitions of companies which may
be merger or acquisition target candidates for Luminary. Nearly all
such entities have significantly greater financial resources,
technical expertise and managerial capabilities than Luminary and,
consequently, Luminary will be at a competitive disadvantage in
identifying possible business opportunities and successfully
completing a business combination. Moreover, Luminary will also
compete with numerous other small public companies in seeking merger
or acquisition candidates.
THERE IS NO AGREEMENT FOR A BUSINESS COMBINATION AND NO
MINIMUM REQUIREMENTS FOR BUSINESS COMBINATION. Luminary has no
current arrangement, agreement or understanding with respect to
engaging in a business combination with a specific entity. There
can be no assurance that Luminary will be successful in identifying
and evaluating suitable business opportunities or in concluding a
business combination. No particular industry or specific business
within an industry has been selected for a target company. Luminary
has not established a specific length of operating history or a
specified level of earnings, assets, net worth or other criteria
which it will require a target company to have achieved, or without
which Luminary would not consider a business combination with such
business entity. Accordingly, Luminary may enter into a business
combination with a business entity having no significant operating
history, losses, limited or no potential for immediate earnings,
limited assets, negative net worth or other negative
characteristics. There is no assurance that Luminary will be able
to negotiate a business combination on terms favorable to Luminary.
REPORTING REQUIREMENTS MAY DELAY OR PRECLUDE ACQUISITION.
Pursuant to the requirements of Section 13 of the Securities
Exchange Act of 1934 (the "Exchange Act"), Luminary is required to
provide certain information about significant acquisitions including
audited financial statements of the acquired company. These audited
financial statements must be furnished within 75 days following the
effective date of a business combination. Obtaining audited
financial statements are the economic responsibility of the target
company. The additional time and costs that may be incurred by some
potential target companies to prepare such financial statements may
significantly delay or essentially preclude consummation of an
otherwise desirable acquisition by Luminary. Acquisition prospects
that do not have or are unable to obtain the required audited
statements may not be appropriate for acquisition so long as the
reporting requirements of the Exchange Act are applicable.
Notwithstanding a target company's agreement to obtain audited
financial statements within the required time frame, such audited
financials may not be available to Luminary at the time of effecting
a business combination. In cases where audited financials are
unavailable, Luminary will have to rely upon unaudited information
that has not been verified by outside auditors in making its
decision to engage in a transaction with the business entity. This
risk increases the prospect that a business combination with such a
business entity might prove to be an unfavorable one for Luminary.
LACK OF MARKET RESEARCH OR MARKETING ORGANIZATION. Luminary
has neither conducted, nor have others made available to it, market
research indicating that demand exists for the transactions
contemplated by Luminary. Even in the event demand exists for a
transaction of the type contemplated by Luminary, there is no
assurance Luminary will be successful in completing any such
business combination.
REGULATION UNDER INVESTMENT COMPANY ACT. In the event
Luminary engages in business combinations which result in Luminary
holding passive investment interests in a number of entities,
Luminary could be subject to regulation under the Investment Company
Act of 1940. Passive investment interests, as used in the
Investment Company Act, essentially means investments held by
entities which do not provide management or consulting services or
are not involved in the business whose securities are held. In such
event, Luminary would be required to register as an investment
company and could be expected to incur significant registration and
compliance costs. Luminary has obtained no formal determination
from the Securities and Exchange Commission as to the status of
Luminary under the Investment Company Act of 1940. Any violation of
such Act could subject Luminary to material adverse consequences.
PROBABLE CHANGE IN CONTROL AND MANAGEMENT. A business
combination involving the issuance of Luminary's common stock will,
in all likelihood, result in shareholders of a target company
obtaining a controlling interest in Luminary. As a condition of the
business combination agreement, TPG Capital Corporation, the sole
shareholder of Luminary, may agree to sell or transfer all or a
portion of its Company's common stock so to provide the target
company with all or majority control. The resulting change in
control of Luminary will likely result in removal of James Cassidy
as the officer and director of Luminary and a corresponding
reduction in or elimination of his participation in the future
affairs of Luminary.
POSSIBLE DILUTION OF VALUE OF SHARES UPON BUSINESS
COMBINATION. A business combination normally will involve the
issuance of a significant number of additional shares. Depending
upon the value of the assets acquired in such business combination,
the per share value of Luminary's common stock may increase or
decrease, perhaps significantly.
TAXATION. Federal and state tax consequences will, in all
likelihood, be major considerations in any business combination
Luminary may undertake. Currently, such transactions may be
structured so as to result in tax-free treatment to both companies,
pursuant to various federal and state tax provisions. Luminary
intends to structure any business combination so as to minimize the
federal and state tax consequences to both Luminary and the target
company; however, there can be no assurance that such business
combination will meet the statutory requirements of a tax-free
reorganization or that the parties will obtain the intended tax-free
treatment upon a transfer of stock or assets. A non-qualifying
reorganization could result in the imposition of both federal and
state taxes which may have an adverse effect on both parties to the
transaction.
ITEM 2. PLAN OF OPERATION
SEARCH FOR TARGET COMPANY
Luminary has entered into an agreement with TPG Capital
Corporation, the sole shareholder of Luminary, to supervise the
search for target companies as potential candidates for a business
combination. The agreement will continue until such time as
Luminary has effected a business combination. TPG Capital
Corporation has agreed to pay all expenses of Luminary without
repayment until such time as a business combination is effected,
without repayment. James M. Cassidy, the sole officer and director
of Luminary, is the sole officer and director and controlling
shareholder of TPG Capital Corporation.
TPG Capital Corporation may only locate potential target
companies for Luminary and is not authorized to enter into any
agreement with a potential target company binding Luminary.
Luminary's agreement with TPG Capital Corporation is not exclusive
and TPG Capital Corporation has entered into agreements with other
companies similar to Luminary on similar terms. 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.
TPG Capital Corporation owns 5,000,000 shares of Luminary's
common stock for which it paid $500, or $.0001, par value, per
share.
TPG Capital Corporation has entered, and anticipates that it
will enter, into agreements with other consultants to assist it in
locating a target company and may share its stock in Luminary with
or grant options on such stock to such referring consultants and may
make payment to such consultants from its own resources. There is no
minimum or maximum amount of stock, options, or cash that TPG
Capital Corporation may grant or pay to such consultants. TPG
Capital Corporation is solely responsible for the costs and expenses
of its activities in seeking a potential target company, including
any agreements with consultants, and Luminary has no obligation to
pay any costs incurred or negotiated by TPG Capital Corporation.
TPG Capital Corporation may seek to locate a target company
through solicitation. Such solicitation may include newspaper or
magazine advertisements, mailings and other distributions to law
firms, accounting firms, investment bankers, financial advisors and
similar persons, the use of one or more World Wide Web sites and
similar methods. If TPG Capital Corporation engages in
solicitation, no estimate can be made as to the number of persons
who may be contacted or solicited. To date TPG Capital Corporation
has not utilized solicitation and expects to rely on consultants in
the business and financial communities for referrals of potential
target companies.
James M. Cassidy is the sole officer of TPG Capital
Corporation and is also the principal of Cassidy & Associates, a
Washington, D.C. law firm specializing in securities and corporate
law, and as such, is regularly in communication with numerous
persons, including corporate officers, attorneys, accountants,
financial advisors, brokers, dealers, investment counselors,
financial advisors and others. Some of these individuals may be
interested in utilizing the services of the law firm for their
companies or clients in regard to a wide variety of possible
securities-related work including mergers, acquisitions, initial
public offerings, stock distributions, incorporations, or other
activities. It is possible over time that certain of the companies
or clients represented by these persons may develop into possible
target companies. In addition, TPG Capital Corporation has contact
with many consultants, accountants, attorneys, brokers, investment
bankers, businessmen, financial advisors and others who work with
businesses which may desire to go public. From time to time such
contacts may refer their contacts, clients, acquaintances and others
to TPG Capital Corporation.
MANAGEMENT OF LUMINARY
Luminary has no full time employees. James M. Cassidy is
the sole officer of Luminary and its sole director. Mr. Cassidy is
also the controlling shareholder of TPG Capital Corporation,
Luminary's sole shareholder. Mr. Cassidy, as president of Luminary,
has agreed to allocate a limited portion of his time to the
activities of Luminary after the effective date of the registration
statement without compensation. Potential conflicts may arise with
respect to the limited time commitment by Mr. Cassidy and the
potential demands of Luminary's activities.
The amount of time spent by Mr. Cassidy on the activities of
Luminary is not predictable. Such time may vary widely from an
extensive amount when reviewing a target company and effecting a
business combination to an essentially quiet time when activities of
management focus elsewhere, or some amount in between. It is
impossible to predict the amount of time Mr. Cassidy will actually
be required to spend to locate a suitable target company. Mr.
Cassidy estimates that the business plan of Luminary can be
implemented by devoting approximately 10 to 25 hours per month. It
may be possible to locate and evaluate a suitable target company
within a matter of days or such search and evaluation may extend
over several months. Mr. Cassidy does not anticipate performing any
services on behalf of Luminary until after the effective date of the
registration statement.
GENERAL BUSINESS PLAN
Luminary's purpose is to seek, investigate and, if such
investigation warrants, acquire an interest in a business entity
which desires to seek the perceived advantages of a corporation
which has a class of securities registered under the Exchange Act.
Luminary will not restrict its search to any specific business,
industry, or geographical location and Luminary may participate in a
business venture of virtually any kind or nature. Management
anticipates that it will be able to participate in only one
potential business venture because Luminary has nominal assets and
limited financial resources. See PART F/S, "FINANCIAL STATEMENTS."
This lack of diversification should be considered a substantial
risk to the shareholders of Luminary because it will not permit
Luminary to offset potential losses from one venture against gains
from another.
Luminary may seek a business opportunity with entities which
have recently commenced operations, or which wish to utilize the
public marketplace in order to raise additional capital in order to
expand into new products or markets, to develop a new product or
service, or for other corporate purposes.
Luminary anticipates that the selection of a business
opportunity in which to participate will be complex and extremely
risky. Management believes (but has not conducted any research to
confirm) that there are business entities seeking the perceived
benefits of a reporting corporation. Such perceived benefits may
include facilitating or improving the terms on which additional
equity financing may be sought, providing liquidity for incentive
stock options or similar benefits to key employees, increasing the
opportunity to use securities for acquisitions, providing liquidity
for shareholders and other factors. Business opportunities may be
available in many different industries and at various stages of
development, all of which will make the task of comparative
investigation and analysis of such business opportunities difficult
and complex.
Luminary has, and will continue to have, no capital with
which to provide the owners of business entities with any cash or
other assets. However, Luminary is able to offer owners of
acquisition candidates the opportunity to acquire a controlling
ownership interest in a reporting company without incurring the cost
and time required of a target company to become a reporting company
by other means. Luminary has not conducted market research and is
not aware of statistical data to support the perceived benefits of a
business combination for the owners of a target company.
The analysis of new business opportunities will be
undertaken by, or under the supervision of, James Cassidy as the
sole officer and director of Luminary, who is not a professional
business analyst. In analyzing prospective business opportunities,
Mr. Cassidy may consider such matters as the available technical,
financial and managerial resources; working capital and other
financial requirements; history of operations, if any; prospects for
the future; nature of present and expected competition; the quality
and experience of management services which may be available and the
depth of that management; the potential for further research,
development, or exploration; specific risk factors not now
foreseeable but which then may be anticipated to impact the proposed
activities of Luminary; the potential for growth or expansion; the
potential for profit; the perceived public recognition or acceptance
of products, services, or trades; name identification; and other
relevant factors. This discussion of the proposed criteria is not
meant to be restrictive of Luminary's virtually unlimited discretion
to search for and enter into potential business opportunities.
Luminary is subject to all of the reporting requirements
included in the Exchange Act. Included in these requirements is the
duty of Luminary to file audited financial statements as part of or
within 60 days following the due date for filing a Current Report on
Form 8-K which is required to be filed with the Securities and
Exchange Commission within 15 days following the completion of a
business combination. Luminary intends to acquire or merge with a
company for which audited financial statements are available or for
which it believes audited financial statements can be obtained
within the required period of time. Luminary may reserve the right
in the documents for the business combination to void the
transaction if the audited financial statements are not timely
available or if the audited financial statements provided do not
conform to the representations made by the target company.
Luminary will not restrict its search for any specific kind
of business entities, but may acquire a venture 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 at this time the status of any business in which Luminary
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 Luminary may offer.
Following a business combination Luminary may benefit from
the services of others in regard to accounting, legal services,
underwritings and corporate public relations. If requested by a
target company, James Cassidy, as an officer of Luminary, may
recommend one or more underwriters, financial advisors, accountants,
public relations firms or other consultants to provide such
services.
A potential target company may have an agreement with a
consultant or advisor providing that services of the consultant or
advisor be continued after any business combination. Additionally,
a target company may be presented to Luminary only on the condition
that the services of a consultant or advisor be continued after a
merger or acquisition. Such preexisting agreements of target
companies for the continuation of the services of attorneys,
accountants, advisors or consultants could be a factor in the
selection of a target company.
TERMS OF A BUSINESS COMBINATION
In implementing a structure for a particular business
acquisition, Luminary 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, Luminary 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 Luminary has entered into
an agreement for a business combination or has consummated a
business combination and Luminary is no longer considered a blank
check company. The issuance of additional securities and their
potential sale into any trading market which may develop in
Luminary's securities may depress the market value of Luminary's
securities in the future if such a market develops, of which there
is no assurance.
While the terms of a business transaction to which Luminary
may be a party cannot be predicted, it is expected that the parties
to the business transaction will desire to avoid the creation of a
taxable event and thereby structure the acquisition in a tax-free
reorganization under Sections 351 or 368 of the Internal Revenue
Code of 1986, as amended. Negotiations with a target company will
likely focus on the percentage of Luminary which the target company
shareholders would acquire in exchange for their shareholdings. Any
merger or acquisition effected by Luminary can be expected to have a
significant dilutive effect on the percentage of shares held by
Luminary's shareholders at such time.
Luminary will participate in a business combination only
after the negotiation and execution of appropriate agreements.
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.
TPG Capital Corporation will pay all expenses in regard to
its search for a suitable target company. Luminary does not
anticipate expending funds itself for locating a target company.
James M. Cassidy, the officer and director of Luminary, will provide
his services without charge or repayment by Luminary after the
effective date of this registration statement. Luminary will not
borrow any funds to make any payments to Luminary's management, its
affiliates or associates. If TPG Capital Corporation stops or
becomes unable to continue to pay Luminary's operating expenses,
Luminary may not be able to timely make its periodic reports
required under the Securities Exchange Act of 1934 nor to continue
to search for an acquisition target. In such event, Luminary would
seek alternative sources of funds or services, primarily through the
issuance of its securities.
The Board of Directors has passed a resolution which
contains a policy that Luminary will not seek a business combination
with any entity in which Luminary's officer, director, shareholders
or any affiliate or associate serves as an officer or director or
holds any ownership interest.
UNDERTAKINGS AND UNDERSTANDINGS REQUIRED OF TARGET COMPANIES
As part of a business combination agreement, Luminary
intends to obtain certain representations and warranties from a
target company as to its conduct following the business combination.
Such representations and warranties may include (i) the agreement
of the target company to make all necessary filings and to take all
other steps necessary to remain a reporting company under the
Exchange Act (ii) imposing certain restrictions on the timing and
amount of the issuance of additional free-trading stock, including
stock registered on Form S-8 or issued pursuant to Regulation S and
(iii) giving assurances of ongoing compliance with the Securities
Act, the Exchange Act, the General Rules and Regulations of the
Securities and Exchange Commission, and other applicable laws, rules
and regulations.
A prospective target company should be aware that the market
price and trading volume of Luminary's securities, when and if
listed for secondary trading, may depend in great measure upon the
willingness and efforts of successor management to encourage
interest in Luminary within the United States financial community.
Luminary does not have the market support of an underwriter that
would normally follow a public offering of its securities. Initial
market makers are likely to simply post bid and asked prices and are
unlikely to take positions in Luminary's securities for their own
account or customers without active encouragement and a basis for
doing so. In addition, certain market makers may take short
positions in Luminary's securities, which may result in a
significant pressure on their market price. Luminary may consider
the ability and commitment of a target company to actively encourage
interest in Luminary's securities following a business combination
in deciding whether to enter into a transaction with such company.
A business combination with Luminary separates the process
of becoming a public company from the raising of investment capital.
As a result, a business combination with Company normally will not
be a beneficial transaction for a target company whose primary
reason for becoming a public company is the immediate infusion of
capital. Luminary may require assurances from the target company
that it has or that it has a reasonable belief that it will have
sufficient sources of capital to continue operations following the
business combination. However, it is possible that a target company
may give such assurances in error, or that the basis for such
belief may change as a result of circumstances beyond the control of
the target company.
Prior to completion of a business combination, Luminary may
require that it be provided with written materials regarding the
target company containing such items as a description of products,
services and company history; management resumes; financial
information; available projections, with related assumptions upon
which they are based; an explanation of proprietary products and
services; evidence of existing patents, trademarks, or service
marks, or rights thereto; present and proposed forms of compensation
to management; a description of transactions between such company
and its affiliates during relevant periods; a description of present
and required facilities; an analysis of risks and competitive
conditions; a financial plan of operation and estimated capital
requirements; audited financial statements, or if they are not
available, unaudited financial statements, together with reasonable
assurances that audited financial statements would be able to be
produced within a reasonable period of time not to exceed 75 days
following completion of a business combination; and other
information deemed relevant.
COMPETITION
Luminary will remain an insignificant participant among the
firms which engage in the acquisition of business opportunities.
There are many established venture capital and financial concerns
which have significantly greater financial and personnel resources
and technical expertise than Luminary. In view of Luminary's
combined extremely limited financial resources and limited
management availability, Luminary will continue to be at a
significant competitive disadvantage compared to Luminary's
competitors.
ITEM 3. DESCRIPTION OF PROPERTY
Luminary has no properties and at this time has no
agreements to acquire any properties. Luminary currently uses the
offices of TPG Capital Corporation at no cost to Luminary. TPG
Capital Corporation has agreed to continue this arrangement until
Luminary completes a business combination.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
The following table sets forth each person known by Luminary
to be the beneficial owner of five percent or more of Luminary's
Common Stock, all directors individually and all directors and
officers of Luminary as a group. Except as noted, each person has
sole voting and investment power with respect to the shares shown.
Name and Address Amount of Beneficial Percentage
of Beneficial Owner Ownership of Class
TPG Capital Corporation (1) 5,000,000 100%
1504 R Street, N.W.
Washington, D.C. 20009
James M. Cassidy (2) 5,000,000 100%
1504 R Street, N.W.
Washington, D.C. 20009
All Executive Officers and
Directors as a Group
(1 Person) 5,000,000 100%
(1) Mr. Cassidy is the controlling shareholder and sole
director and officer of TPG Capital Corporation. TPG Capital
Corporation serves as a marketing and consulting company for Cassidy
& Associates and its affiliated companies. TPG Capital Corporation
has agreed to provide certain assistance to Luminary in locating
potential target companies, and to pay all costs of Luminary until a
business combination, without reimbursement. See "PLAN OF OPERATION
General Business Plan".
(2) As the controlling shareholder, sole director and
officer of TPG Capital Corporation, Mr. Cassidy is deemed to be the
beneficial owner of the common stock of Luminary owned by TPG
Capital Corporation.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
Luminary has one Director and Officer as follows:
Name Age Positions and
Offices Held
James M. Cassidy 64 President,
Secretary, Director
There are no agreements or understandings for Mr. Cassidy to
resign at the request of another person and Mr. Cassidy is not
acting on behalf of nor will act at the direction of any other person.
Set forth below is the name of the director and officer of
Luminary, all positions and offices held with Luminary, the period
during which he has served as such, and his business experience
during at least the last five years:
James Michael Cassidy, Esq., LL.B., LL.M., received a
Bachelor of Science in Languages and Linguistics from Georgetown
University in 1960, a Bachelor of Laws from The Catholic University
School of Law in 1963, and a Master of Laws in Taxation from The
Georgetown University School of Law in 1968. From 1963-1964, Mr.
Cassidy was law clerk to the Honorable Inzer B. Wyatt of the United
States District Court for the Southern District of New York. From
1964-1965, Mr. Cassidy was law clerk to the Honorable Wilbur K.
Miller of the United States Court of Appeals for the District of
Columbia. From 1969-1975, Mr. Cassidy was an associate of the law
firm of Kieffer & Moroney and a principal in the law firm of Kieffer
& Cassidy, Washington, D.C. From 1975 to date, Mr. Cassidy has been
a principal in the law firm of Cassidy & Associates, Washington,
D.C. and its predecessors, specializing in securities law and
related corporate and federal taxation matters. Mr. Cassidy is a
member of the bars of the District of Columbia and the State of New
York, and is admitted to practice before the United States Tax Court
and the United States Supreme Court.
PREVIOUS BLANK CHECK COMPANIES
In 1988, management was involved in two blank check
offerings. Mr. Cassidy was vice president, a director and a
shareholder of First Agate Capital Corporation and Consolidated
Financial Corporation. In August, 1988, First Agate Capital
Corporation offered 50,000 units at $10.00 for an aggregate of
$500,000 in an underwritten offering of its common stock and
warrants. First Agate Capital is no longer a public company and has
had no activity since 1991. In November, 1988, Consolidated
Financial Corporation offered 50,000 units at $10.00 for an
aggregate of $500,000 in an underwritten offering of its common
stock and warrants. In 1990, in connection with the change in
control of Consolidated Financial Corporation, Mr. Cassidy
transferred all his shares of Consolidated Financial Corporation
common stock and resigned as an officer and director of that
company. Mr. Cassidy has had no further relationship or
transactions with Consolidated Financial Corporation since 1990. In
June, 1991, the new management of Consolidated Financial Corporation
effected its merger with A.B.E Industrial Holdings.
CURRENT BLANK CHECK COMPANIES
James M. Cassidy, the president of Luminary, is currently
involved with other blank check companies, and is involved in
creating additional companies similar to this one. The initial
business purpose of each of these companies was or is to engage in a
business combination with an unidentified company or companies and
each were or will be classified as a blank check company until
completion of a business combination.
Generally target companies will be located for Luminary and
other identical blank check companies in chronological order of the
date of formation of such blank check companies or, in the case of
blank check companies formed on the same date, alphabetically.
However, certain blank check companies may differ from Luminary in
certain items such as place of incorporation, number of shares and
shareholders, working capital, types of authorized securities,
preference of a certain blank check company name by management of
the target company, or other items. It may be that a target company
may be more suitable for or may prefer a certain blank check company
formed after Luminary. In such case, a business combination might
be negotiated on behalf of the more suitable or preferred blank
check company regardless of date of formation.
The following chart summarizes certain information
concerning recent blank check companies with which Mr. Cassidy is or
has been involved which filed a registration statement on Form
10-SB. In most instances that a business combination is transacted
with one of these companies, it is required to file a Current Report
on Form 8-K describing the transaction. Reference is made to the
Form 8-K filed for any company listed below for detailed information
concerning the business combination entered into by that company.
<TABLE>
<S> <C> <C> <C>
Registration Form/
Automatic
Effective Date* Cleared
Corporation /File Number by SEC (6) Status
Tunlaw International Form 10-SB 3/16/98 Acquisition of outstanding stock effected
Corporation (2) 8/31/97; 0-22785 December 3, 1999. Form 8-K filed
Corcoran Technologies Form 10-SB 12/29/97 Merger effected December 30, 1997.
Corporation (2) 9/30/97; 0-22919 Form 8-K filed January 13, 1998.
Aberdeen Acquisition Form 10-SB 5/26/98 Acquisition of outstanding stock
Corporation (2) 4/11/98; 0-23761 effected January 14, 2000.
Form 8-K filed January 14, 2000.
Barhill Acquisition Form 10-SB (4) Merger effected August 31, 1999.
Corporation (2) 10/12/98; 0-24801 Form 8-K filed September 1, 2999.
Sunderland Acquisition Form 10-SB (4) Stock exchange and asset acquisition
Corporation (3) 10/12/98; 0-24803 effected April 27, 1999. Form 8-K filed
May 4, 1999. Registration Statement
on Form SB-2 filed October 1, 1999.
Westford Acquisition Form 10-SB (4) Stock exchange effected June 15, 1999.
Corporation (2) 10/27/98; 0-24839 Merger effected July 30, 1999.
Form 8-K filed August 13, 1999.
Chatsworth Acquisition Form 10-SB 5/26/98 Merger effected December 4, 1998.
Corporation (2) 4/12/98; 0-23769 Form 8-K filed December 18, 1998.
Blencathia Acquisition Form 10-SB 7/27/99 Merger effected November 2, 1999.
Corporation (2) 4/8/99; 0-25367 Form 8-K filed November 4, 1999.
Warwick Acquisition Form 10-SB 7/27/99 Stock-for-stock exchange of subsidiary
Corporation (2) 4/18/99; 0-25419 effected May 27, 1999. Form 8-K filed
May 27, 1999. Registration statement on
Form SB-2 filed July 23, 1999.
Torbay Acquisition Form 10-SB (4) Merger effected October 26, 1999.
Corporation (2) 4/18/99; 0-25417 Form 8-K filed November 12, 1999.
Form SB-2 filed December 30, 1999.
Abbacy Corporation (2) Form 10-SB 12/2/99 Merger effected October 18, 1999.
8/16/99; 0-26405 Form 8-K filed October 21, 1999.
Aterian Corporation (2) Form 10-SB 11/22/99 Acquisition of outstanding stock
8/16/99; 0-26409 effected November 29, 1999. Form
8-K filed November 29, 1999
Baroque Corporation (1) Form 10-SB 1/21/00 Has not entered into an agreement
8/16/99; 0-26407 for a business combination.
Borough Corporation (1) Form 10-SB 1/21/00 Has not entered into an agreement
8/16/99; 0-26411 for a business combination.
Canticle Corporation (2) Form 10-SB 1/21/00 Acquisition of outstanding stock
8/16/99; effected February 18, 2000. February
Form 8-K filed February 22, 2000
Caprock Corporation (2) Form 10-SB 11/24/99 Acquisition of outstanding stock
8/16/99; 0-26415 effected November 26, 1999. Form
8-K filed December 3, 1999.
Decurion Corporation (2) Form 10-SB 12/2/99 Acquisition of outstanding stock
8/16/99; 0-26417 effected December 13, 1999. Form
8-K filed December 14, 1999.
Epilogue Corporation (2) Form 10-SB 12/10/99 Merger effected November 12, 1999.
8/16/99; 0-26425 Form 8-K filed November 12, 1999.
Erebus Corporation (1) Form 10-SB 1/21/00 Has not entered into an agreement
8/16/99; 0-26419 for a business combination.
Forestay Corporation (2) Form 10-SB 12/2/99 Acquisition of outstanding stock
8/16/99; 0-26421 effected December 9, 1999.
Form 8-K will be filed.
Ivory Acquisition (2) Form 10-SB 12/23/99 Acquisition of outstanding stock
Corporation 12/23/99; 0-28377 effected January 5, 2000. Form
8-K filed January 7, 2000.
Emerald Acquisition (2) Form 10-SB 12/23/99 Acquisition of outstanding stock
Corporation 12/23/99; 0-28375 effected January 20, 2000. Form
8-K filed January 21, 2000.
Keynote Acquisition (2) Form 10-SB 1/10/00 Acquisition of outstanding stock
Corporation 0-28523 effected February 23, 2000. Form
8-K will be filed.
Echelon Acquisition(2) Form 10-SB 1/10/00 Acquisition of outstanding stock
Corporation 0-28521 effected February 4, 2000. Form
8-K filed February 4, 2000.
Wellstone Acquisition(1) Form 10-SB 1/10/00 Has not entered into an agreement
Corporation 0-28527 for a business combination
Juniper Acquisition (1) Form 10-SB 1/10/00 Anticipates acquisition by specific
Corporation 0-28541 company. Form 8-K will be
filed if business combination occurs.
Luminary Acquisition (1) Form 10-SB (5) Has not entered into an agreement
Corporation 0-28609 for a business combination
Mayford Acquisition (1) Form 10-SB (5) Has not entered into an agreement
Corporation 0-28681 for a business combination
Guardian Acquisition (1) Form 10-SB (5) Has not entered into an agreement
Corporation 0-28955 for a business combination
Independent Acquisition(1) Form 10-SB (5) Has not entered into an agreement
Corporation 0-28951 for a business combination
</TABLE>
* The Form 10-SB is automatically effective 60 days after filing
with the Securities and Exchange Commission.
(1) Mr. Cassidy is the sole officer, director and beneficial
shareholder.
(2) Mr. Cassidy was but is no longer the sole officer and
director and remains a beneficial shareholder of less than
5% of the outstanding shares unless otherwise indicated.
(3) Mr. Cassidy was but is no longer the sole officer and
director and was but is no longer a beneficial shareholder.
(4) Date not available at time of filing.
(5) Securities and Exchange Commission is reviewing the
registration statement and may have additional comments.
(6) The date that the Commission determined it had no further
comments on the registration statement.
RECENT TRANSACTIONS BY BLANK CHECK COMPANIES
On December 30, 1997, Prime Management, Inc., a California
corporation, merged with and into Corcoran Technologies Corporation.
Corcoran Technologies Corporation was formed on March 27, 1997 to
engage in a merger or acquisition with an unidentified company or
companies and was structured substantially identically to Luminary,
including identical management and beneficial shareholders. At the
time of the merger, Prime Management, Inc. was an operating
transportation company with two wholly-owned subsidiaries, Mid-Cal
Express, a long-haul trucking company hauling shipments of general
commodities, including temperature-sensitive goods, in both
intrastate and interstate commerce and Mid-Cal Logistics, a freight
brokerage company. Pursuant to the merger, Corcoran Technologies
Corporation changed its name to Prime Companies, Inc. and Corcoran
Technologies Corporation filed a Form 8-K on January 13, 1998 with
the Securities and Exchange Commission describing the merger. The
common stock of Prime Companies, Inc. trades on the NASD OTC
Bulletin Board under the symbol PRMC. Detailed information
concerning Prime Companies, Inc. subsequent to the business
combination may be obtained from its filings under the Exchange Act
which are found the Edgar archives page of the Securities and
Exchange Commission's Website at www.sec.gov.
On December 4, 1998, AmeriCom USA, Inc., a Delaware
corporation, merged with and into Chatsworth Acquisition
Corporation. Chatsworth Acquisition Corporation was formed on
December 3, 1997 to engage in a merger or acquisition with an
unidentified company or companies and was structured substantially
identically to Luminary, including identical management and
beneficial shareholders. AmeriCom USA, Inc. is an operating
Internet advertising company with a wholly-owned subsidiary,
Diversified Associates International, a California company.
Pursuant to the merger, Chatsworth Acquisition Corporation changed
its name to AmeriCom USA, Inc. and Chatsworth Acquisition
Corporation filed a Form 8-K on December 18, 1998, with the
Securities and Exchange Commission describing the merger. On
January 24, 1999, AmeriCom USA, Inc. entered into an agreement to
acquire, through a subsidiary, Kiosk Software, Inc., a company
specializing in kiosk design and multimedia software development.
On February 26, 1999, AmeriCom USA, Inc. entered into an agreement
to acquire, through a subsidiary, all the assets of Jim and John
Tech, a California company. Detailed information concerning
AmeriCom USA, Inc. may be obtained from its filings under the
Exchange Act which are found the Edgar archives page of the
Securities and Exchange Commission's Website at www.sec.gov.
On April 27, 1999, Capsource, Inc., a Nevada company, Del
Mar Mortgage, Inc., a Nevada company, and Del Mar Holdings, Inc. a
Nevada company, entered into a stock exchange agreement and asset
acquisition agreements, respectively, with Sunderland Acquisition
Corporation. Sunderland Acquisition Corporation was formed on June
2, 1998 to engage in a merger or acquisition with an unidentified
company or companies and was structured substantially identically to
Luminary, including identical management and beneficial
shareholders. Capsource, Inc. and Del Mar Mortgage, Inc. are
operating loan origination companies and Del Mar Holdings, Inc.
serves as a holding company. Pursuant to the transactions,
Sunderland Acquisition Corporation changed its name to Sunderland
Corporation and filed a Form 8-K on May 4, 1999 with the Securities
and Exchange Commission describing the transactions. On October 1,
1999, Sunderland Corporation filed a registration statement on Form
SB-2 which was declared effective on October 20, 1999. The common
stock of Sunderland Corporation trades on the NASD OTC Bulletin
Board under the symbol DLMA. Detailed information concerning
Sunderland Corporation subsequent to the business combination may be
obtained from its filings under the Exchange Act which are found the
Edgar archives page of the Securities and Exchange Commission's
Website at www.sec.gov.
On May 27, 1999, ThinWeb Software Incorporated, a Nova
Scotia corporation, entered into a stock exchange agreement with
Thinweb.com Inc., the wholly-owned Nova Scotia subsidiary of Warwick
Acquisition Corporation.
Warwick Acquisition Corporation was formed on June 2, 1998 to engage
in a merger or acquisition with an unidentified company or companies
and was structured substantially identically to Luminary, including
identical management and beneficial shareholders. ThinWeb Software
Incorporated is a development-stage computer software company.
Pursuant to the transaction, Warwick Acquisition Corporation changed
its name to thinWEB.com, Inc. and filed a Form 8-K on May 27, 1999
with the Securities and Exchange Commission describing the
transaction. On July 23, 1999, thinWEB.com Corporation filed a
registration statement on Form SB-2. Detailed information concerning
thinWEB.com, Inc. subsequent to the business combination may be
obtained from its filings under the Exchange Act which are found the
Edgar archives page of the Securities and Exchange Commission's
Website at www.sec.gov.
On July 30, 1999, Westford Acquisition Corporation merged
with and into South Beach Concepts, Inc., a Florida corporation.
Westford Acquisition Corporation was formed on June 2, 1998 to
engage in a merger or acquisition with an unidentified company or
companies and was structured substantially identically to Luminary,
including identical management and beneficial shareholders. South
Beach Concepts, Inc. develops, operates and franchises take-out and
eat-in restaurants with specific and consistent themes, logos, and
menus (i.e. "chains") and roasts, produces and markets coffee beans
and teas. It has two theme restaurant chains, Pizza World Gourmet
Pizza and South Beach Cafe. Pursuant to the transaction, South
Beach Concepts, Inc. was the surviving corporation and the successor
issuer to Westford Acquisition Corporation and filed a Form 8-K on
August 13, 1999. Detailed information concerning South Beach
Concepts, Inc. subsequent to the business combination may be
obtained from its filings under the Exchange Act which are found the
Edgar archives page of the Securities and Exchange Commission's
Website at www.sec.gov.
On August 31, 1999, Barhill Acquisition Corporation merged
with and into Aqua Vie Beverage Corporation, a Delaware corporation.
Barhill Acquisition Corporation was formed June 2, 1998 to engage
in a merger or acquisition with an unidentified company or companies
and was structured substantially identically to Luminary, including
identical management and beneficial shareholders. Aqua Vie Beverage
Corporation develops, bottles and distributes naturally flavored
bottled spring water offering such flavors as Avalanche (pear and
guava flavored spring water), Bamboo (cherry flavored spring water),
Paradise (orange and peach flavored spring water), Harvest
(strawberry flavored spring water) and other flavors. Pursuant to
the transaction, Aqua Vie Beverage Corporation was the surviving
corporation and the successor issuer to Barhill Acquisition
Corporation and filed a Form 8-K on September 1, 1999. The common
stock of Aqua Vie Beverage Corporation trades on the NASD OTC
Bulletin Board under the symbol AVBC. Detailed information
concerning Aqua Vie Beverage Corporation subsequent to the business
combination may be obtained from its filings under the Exchange Act
which are found the Edgar archives page of the Securities and
Exchange Commission's Website at www.sec.gov.
On October 18, 1999, Abbacy Corporation merged with and into
CBCom, Inc., a Delaware corporation. Abbacy Corporation was formed
June 4, 1999, to engage in a merger or acquisition with an
unidentified company or companies and was structured substantially
identically to Luminary, including identical management and
beneficial shareholders. CBCom is a development stage company formed
to develop telecommunications projects and Internet-related
information services in the People's Republic of China by
establishing joint venture partnerships with Chinese companies
having data networking technologies or installed bases of
telecommunications. CBCom, Inc. has entered into a memorandum of
understanding with a Chinese joint venture to form a Sino-foreign
joint venture to develop a financial data network in China called
"China Financial Network". Pursuant to the transaction, CBCom, Inc.
was the surviving corporation and the successor issuer to Abbacy
Corporation and filed a Form 8-K on October 21, 1999. Detailed
information concerning CBCom, Inc. subsequent to the business
combination may be obtained from its filings under the Exchange Act
which are found the Edgar archives page of the Securities and
Exchange Commission's Website at www.sec.gov.
On October 26, 1999, Torbay Acquisition Corporation merged
with and into Torbay Holdings, Inc., a Delaware corporation. Torbay
Acquisition was formed June 2, 1998, to engage in a merger or
acquisition with an unidentified company or companies and was
structured substantially identically to Luminary, including
identical management and beneficial shareholders. Torbay Holdings,
Inc. is a development stage company that, through its subsidiary
Designer Appliances, Ltd., is developing and beginning marketing of
household appliances designed to be attractive to a premium, upscale
market. Torbay will operate directly in the United Kingdom through
a network of distributors. Pursuant to the transaction, Torbay
Holdings, Inc. was the surviving corporation and the successor
issuer to Torbay Acquisition Corporation. The Current Report on
Form 8-K was filed November 12, 1999. On December 30, 1999 Torbay
Holdings, Inc. filed a registration statement on Form SB-2 which was
declared effective on January 26, 2000. Detailed information
concerning Torbay Holdings, Inc. subsequent to the business
combination may be obtained from its filings under the Exchange Act
which are found the Edgar archives page of the Securities and
Exchange Commission's Website at www.sec.gov.
On November 2, 1999, Blencathia Acquisition Corporation
merged with and into International Fuel Technology, Inc., a Nevada
corporation. Blencathia Acquisition was formed December 3, 1997, to
engage in a merger or acquisition with an unidentified company or
companies and was structured substantially identically to Luminary,
including identical management and beneficial shareholders.
International Fuel is a development stage company that has developed
a process that reformulates various refined fuels, including #2
diesel fuel, home heating oil, #6 (Bunker) fuel, jet engine fuel and
gasoline to improve combustion efficiency and reduce the amounts of
harmful exhaust emissions from internal combustion engines. The
resulting reprocessed fuels are known as PEERfuels. PEERdiesel is in
final testing phases to obtain its diploma certification form the
California Air Resources Board. Pursuant to the transaction,
International Fuel Technology, Inc. was the surviving corporation
and the successor issuer to Blencathia Acquisition Corporation. The
Current Report on Form 8-K was filed November 4, 1999. The common
stock of International Fuel Technology, Inc. trades on the NASD OTC
Bulletin Board under the symbol IFUE. Detailed information
concerning International Fuel Technology, Inc. subsequent to the
business combination may be obtained from its filings under the
Exchange Act which are found the Edgar archives page of the
Securities and Exchange Commission's Website at www.sec.gov.
On November 10, 1999, Epilogue Corporation merged with and
into Nextpath Technologies, Inc., a Nevada corporation. Epilogue
was formed June 7, 1999 to engage in a merger or acquisition with an
unidentified company or companies and was structured substantially
identically to Luminary, including identical management and
beneficial shareholders. Nextpath Technologies, Inc. is a
development stage company formed to serve as a holding company that
identifies, acquires, operates and manages state-of-the-art
technology companies which have the potential to capture specific
market niches. Pursuant to the transaction, Nextpath Technologies,
Inc. was the surviving corporation and the successor issuer to
Epilogue Corporation and filed a Form 8-K on November 12, 1999. The
common stock of Nextpath Technologies, Inc. trades on the NASD OTC
Bulletin Board under the symbol NPTK. Detailed information
concerning Nextpath Technologies, Inc. subsequent to the business
combination may be obtained from its filings under the Exchange Act
which are found on the Edgar archives page of the Securities and
Exchange Commission's Website at www.sec.gov.
On November 26, 1999, all the outstanding shares of Caprock
Corporation were acquired by International Internet, Inc., a
Delaware corporation. Caprock was formed June 7, 1999 to engage in a
merger or acquisition with an unidentified company or companies and
was structured substantially identically to Luminary, including
identical management and beneficial shareholders. International
Internet, Inc. develops and operates Internet and direct retail
marketing companies. Pursuant to the transaction, Caprock
Corporation became a wholly-owned subsidiary of International
Internet, Inc. A Current Report on Form 8-K was filed December 3,
1999. The common stock of International Internet, Inc. trades on the
NASD OTC Bulletin Board under the symbol IINN. Detailed information
concerning International Internet, Inc. subsequent to the business
combination may be obtained from its filings under the Exchange Act
which are found on the Edgar archives page of the Securities and
Exchange Commission's Website at www.sec.gov.
On November 29, 1999, all the outstanding shares of Aterian
Corporation were acquired by Gourmet's Choice Coffee Co., Inc., a
Nevada corporation. Aterian was formed June 7, 1999 to engage in a
merger or acquisition with an unidentified company or companies and
was structured substantially identically to Luminary, including
identical management and beneficial shareholders. Gourmet's Choice
Coffee Co. is a development stage company that sells premium blended
coffees from its Web site on the Internet and to serve as a holding
company for domestic and international companies to be acquired,
including its first acquisition of a Vietnamese mineral water
company. Pursuant to the transaction, Aterian Corporation became a
wholly-owned subsidiary of Gourmet's Choice Coffee Co., Inc. The
Current Report on Form 8-K was filed on November 29, 1999. The
common stock of Gourmet's Choice Coffee, Inc. trades on the NASD OTC
Bulletin Board under the symbol GMCH.. Detailed information
concerning Gourmet's Choice Coffee Co., Inc. subsequent to the
business combination may be obtained from its filings under the
Exchange Act which are found on the Edgar archives page of the
Securities and Exchange Commission's Website at www.sec.gov.
On December 3, 1999, all the outstanding shares of Tunlaw
International Corporation were acquired by American Career Centers,
Inc., a Nevada corporation. Tunlaw was formed March 27, 1997 to
engage in a merger or acquisition with an unidentified company or
companies and was structured substantially identically to Luminary,
including identical management and beneficial shareholders.
American Career Centers, Inc. is a holding company for a number of
related career colleges and training centers. Pursuant to the
transaction, Tunlaw International Corporation became a wholly-owned
subsidiary of American Career Centers, Inc. The Current Report on
Form 8-K was filed December 10, 1999. Detailed information
concerning American Career Centers, Inc. subsequent to the business
combination may be obtained from its filings under the Exchange Act
which are found on the Edgar archives page of the Securities and
Exchange Commission's Website at www.sec.gov.
On December 9, 1999, all the outstanding shares of Forestay
Corporation were acquired by Milinx Business Group, Inc. a Delaware
corporation. Forestay was formed June 7, 1999 to engage in a merger
or acquisition with an unidentified company or companies and was
structured substantially identically to Luminary, including
identical management and beneficial shareholders. Milinx Business
Group, Inc. is a development stage company specializing in automated
digital business services with a primary product that delivers
integrated, next generation e-business services to subscribers.
Pursuant to the transaction, Forestay Corporation became a
wholly-owned subsidiary of Milinx Business Group, Inc. Detailed
information concerning Milinx Business Group, Inc. subsequent to the
business combination may be obtained from its filings under the
Exchange Act which are found on the Edgar archives page of the
Securities and Exchange Commission's Website at www.sec.gov.
On December 13, 1999, all the outstanding shares of Decurion
Corporation were acquired by Hydrogiene Corporation, a Florida
corporation. Decurion was formed June 7, 1999 to engage in a merger
or acquisition with an unidentified company or companies and was
structured substantially identically to Luminary, including
identical management and beneficial shareholders. Hydrogiene
Corporation is a development stage company that manufactures and
markets personal care systems that convert tank-type and flush-type
valve toilets into personal multi-functional cleansing, water
therapy and sitz bath systems. Pursuant to the transaction,
Decurion Corporation became a wholly-owned subsidiary of Hydrogiene
Corporation. The Current Report on Form 8-K was filed on December
14, 1999. The common stock of Hydrogiene Corporation trades on the
NASD OTC Bulletin Board under the symbol HICS. Detailed information
concerning Hydrogiene Corporation subsequent to the business
combination may be obtained from its filings under the Exchange Act
which are found on the Edgar archives page of the Securities and
Exchange Commission's Website at www.sec.gov.
On January 5, 2000 all the outstanding shares of Ivory
Acquisition Corporation were acquired by Cosmoz.com, Inc., a
Delaware corporation. Ivory Acquisition was formed March 24, 1999
to engage in a merger or acquisition with an unidentified company or
companies and was structured substantially identically to Luminary,
including identical management and beneficial shareholders.
Cosmoz.com, Inc., is a development stage company that intends to be
an Internet portal and venture capital provider focusing on the
development, investment and acquisition of high traffic, niche and
unique technology-based Web properties. Through the World Wide Web,
Cosmoz.com offers a network of branded, technology and
community-driven Web sites focused on personal finance, investing,
Internet search, business-to-business commerce and games. Pursuant
to the transaction, Ivory Acquisition Corporation became a
wholly-owned subsidiary of Cosmoz.com, Inc. The Current Report on
Form 8-K was filed on January 7, 2000. The common stock of
Cosmoz.com, Inc. trades on the NASD OTC Bulletin Board under the
symbol CMOZ . Detailed information concerning Cosmoz.com, Inc.
subsequent to the business combination may be obtained from its
filings under the Exchange Act which are found on the Edgar archives
page of the Securities and Exchange Commission's Website at
www.sec.gov.
On January 14, 2000 all the outstanding shares of Aberdeen
Acquisition Corporation were acquired by Kurchatov Research
Holdings, Ltd., a Delaware corporation. Aberdeen Acquisition was
formed December 3, 1997 to engage in a merger or acquisition with an
unidentified company or companies and was structured substantially
identically to Luminary, including identical management and
beneficial shareholders. Kurchatov Research is a development stage
company organized to identify, assess, acquire and capitalize on
innovative technologies introduced and developed by scientists
throughout the world with particular emphasis on technologies
originating in Israel, Russia and Germany. Pursuant to the
transaction, Aberdeen Acquisition Corporation became a wholly-owned
subsidiary of Kurchatov Research. The Current Report on Form 8-K
was filed on January 14, 2000. The common stock of Kurchatov
Research trades on the NASD OTC Bulletin Board under the symbol
KRHL. Detailed information concerning Kurchatov Research subsequent
to the business combination may be obtained from its filings under
the Exchange Act which are found on the Edgar archives page of the
Securities and Exchange Commission's Website at www.sec.gov.
On January 20, 2000 all the outstanding shares of Emerald
Acquisition Corporation were acquired by Rhombic Corporation, a
Nevada corporation. Emerald Acquisition Corporation was formed
March 24, 1999 to engage in a merger or acquisition with an
unidentified company or companies and was structured substantially
identically to Luminary, including identical management and
beneficial shareholders. Rhombic is a development stage company
designed to research and develop both its own and acquired
technologies in order to make them commercially marketable and
capitalize on their commercial applications. Pursuant to the
transaction, Emerald Acquisition Corporation became a wholly-owned
subsidiary of Rhombic Corporation. The Current Report on Form 8-K
was filed on January 21, 2000. The common stock of Rhombic
Corporation trades on the NASD OTC Bulletin Board under the symbol
NUKE. Detailed information concerning Rhombic Corporation
subsequent to the business combination may be obtained from its
filings under the Exchange Act which are found on the Edgar archives
page of the Securities and Exchange Commission's Website at
www.sec.gov.
On February 4, 2000 all the outstanding shares of Echelon
Acquisition Corporation were acquired by Foodvision.com, Inc., a
Delaware corporation. Echelon Acquisition was formed March 24, 1999
to engage in a merger or acquisition with an unidentified company or
companies and was structured substantially identically to Luminary,
including identical management and beneficial shareholders.
Foodvision.com operates several eat-in cafe restaurants and is
developing an e-commerce Web site devoted to the food and beverage
industry. Pursuant to the transaction, Echelon Acquisition
Corporation became a wholly-owned subsidiary of Foodvision.com. The
Current Report on Form 8-K was filed on February 4, 2000. The
common stock of Foodvision.com trades on the NASD OTC Bulletin Board
under the symbol FVSN. Detailed information concerning
Foodvision.com subsequent to the business combination may be
obtained from its filings under the Exchange Act which are found on
the Edgar archives page of the Securities and Exchange Commission's
Website at www.sec.gov.
On February 18, 2000 all the outstanding shares of Canticle
Corporation were acquired by PSA, Inc., a Nevada corporation.
Canticle Corporation was formed March 24, 1999 to engage in a merger
or acquisition with an unidentified company or companies and was
structured substantially identically to Luminary, including
identical management and beneficial shareholders. PSA, Inc. intends
to establish itself as an Internet portal catering to the needs of
travelers throughout the world by developing its Web site and
related technologies and by placing primary emphasis on capturing a
share of the online travel business. Pursuant to the transaction,
Canticle Corporation became a wholly-owned subsidiary of PSA, Inc.
The Current Report on Form 8-K was filed on February 22, 2000. The
common stock of PSA, Inc. trades on the NASD OTC Bulletin Board
under the symbol PSAX. Detailed information concerning PSA, Inc.
subsequent to the business combination may be obtained from its
filings under the Exchange Act which are found on the Edgar archives
page of the Securities and Exchange Commission's Website at
www.sec.gov.
On February 23, 2000 all the outstanding shares of Keynote
Acquisition Corporation were acquired by Beverly Hills Ltd. Inc., a
Florida corporation. Keynote Acquisition Corporation was formed
March 24, 1999 to engage in a merger or acquisition with an
unidentified company or companies and was structured substantially
identically to Luminary, including identical management and
beneficial shareholders. Beverly Hills Ltd., Inc. is an Internet
holding company specializing in marketing recreation, sporting goods
and upscale merchandise through a network of Web companies, events
and media publications. Pursuant to the transaction, Keynote
Acquisition Corporation became a wholly-owned subsidiary of Beverly
Hills Ltd. The Current Report on Form 8-K will be filed. The
common stock of Beverly Hills Ltd. trades on the daily quotation
sheets published by the National Quotation Bureau, Inc. (the "pink
sheets") under the symbol BLTD. Detailed information concerning
Beverly Hills Ltd., Inc. subsequent to the business combination may
be obtained from its filings under the Exchange Act which are found
on the Edgar archives page of the Securities and Exchange
Commission's Website at www.sec.gov.
CONFLICTS OF INTEREST
A conflict may arise in the event that another blank check
company with which Mr. Cassidy is affiliated also actively seeks a
target company. See "RISK FACTORS. It is anticipated that target
companies will be located for Luminary and other blank check
companies in chronological order of the date of formation of such
blank check companies or, in the case of blank check companies
formed on the same date, alphabetically. However, other blank check
companies may differ from Luminary in certain items such as place of
incorporation, number of shares and shareholders, working capital,
types of authorized securities, or other items. It may be that a
target company may be more suitable for or may prefer a certain
blank check company formed after Luminary. In such case, a business
combination might be negotiated on behalf of the more suitable or
preferred blank check company regardless of date of formation.
However, Mr. Cassidy's beneficial and economic interest in all blank
check companies with which he is currently involved is identical.
INVESTMENT COMPANY ACT OF 1940
Although Luminary will be subject to regulation under the
Securities Act of 1933 and the Securities Exchange Act of 1934,
Luminary believes it will not be subject to regulation under the
Investment Company Act of 1940 insofar as Luminary will not be
engaged in the business of investing or trading in securities. In
the event Luminary engages in business combinations which result in
Luminary holding passive investment interests in a number of
entities Luminary could be subject to regulation under the
Investment Company Act of 1940. In such event, Luminary would be
required to register as an investment company and could be expected
to incur significant registration and compliance costs. Luminary
has obtained no formal determination from the Securities and
Exchange Commission as to the status of Luminary under the
Investment Company Act of 1940. Any violation of such Act would
subject Luminary to material adverse consequences.
ITEM 6. EXECUTIVE COMPENSATION.
Luminary's officer and director does not receive any
compensation for his services rendered to Luminary, has not received
such compensation in the past, and is not accruing any compensation
pursuant to any agreement with Luminary. However, the officer and
director of Luminary anticipates receiving benefits as a beneficial
shareholder of Luminary, as the officer and director and controlling
shareholder of TPG Capital Corporation and, possibly, as principal
of Cassidy & Associates, which may perform legal services for
Luminary after the business combination. See "ITEM 5. DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS Conflicts of
Interest".
No retirement, pension, profit sharing, stock option or
insurance programs or other similar programs have been adopted by
Luminary for the benefit of its employees.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Luminary has issued a total of 5,000,000 shares of Common
Stock to the following persons for a total of $500 in cash:
Name Number of Total Shares Consideration
TPG Capital Corporation 5,000,000 $500
Mr. Cassidy is the sole director, controlling shareholder
and president of TPG Capital Corporation. With respect to the
sales made to TPG Capital Corporation, Luminary relied upon Section
4(2) of the Securities Act of 1933, as amended (the "Securities
Act") and Rule 506 promulgated thereunder.
ITEM 8. DESCRIPTION OF SECURITIES.
The authorized capital stock of Luminary consists of
100,000,000 shares of common stock, par value $.0001 per share, of
which there are 5,000,000 issued and outstanding and 20,000,000
shares of preferred stock, par value $.0001 per share, of which none
have been designated or issued. The following statements relating
to the capital stock set forth the material terms of Luminary's
securities; however, reference is made to the more detailed
provisions of, and such statements are qualified in their entirety
by reference to, the Certificate of Incorporation and the By-laws,
copies of which are filed as exhibits to this registration statement.
COMMON STOCK
Holders of shares of common stock are entitled to one vote
for each share on all matters to be voted on by the stockholders.
Holders of common stock do not have cumulative voting rights.
Holders of common stock are entitled to share ratably in dividends,
if any, as may be declared from time to time by the Board of
Directors in its discretion from funds legally available therefor.
In the event of a liquidation, dissolution or winding up of
Luminary, the holders of common stock are entitled to share pro rata
all assets remaining after payment in full of all liabilities.
Holders of common stock have no preemptive rights to
purchase Luminary's common stock. There are no conversion or
redemption rights or sinking fund provisions with respect to the
common stock.
PREFERRED STOCK
The Board of Directors is authorized to provide for the
issuance of shares of preferred stock in series and, by filing a
certificate pursuant to the applicable law of Delaware, to establish
from time to time the number of shares to be included in each such
series, and to fix the designation, powers, preferences and rights
of the shares of each such series and the qualifications,
limitations or restrictions thereof without any further vote or
action by the shareholders. Any shares of preferred stock so issued
would have priority over the common stock with respect to dividend
or liquidation rights. Any future issuance of preferred stock may
have the effect of delaying, deferring or preventing a change in
control of Luminary without further action by the shareholders and
may adversely affect the voting and other rights of the holders of
common stock. At present, Luminary has no plans to issue any
preferred stock nor adopt any series, preferences or other
classification of preferred stock.
The issuance of shares of preferred stock, or the issuance
of rights to purchase such shares, could be used to discourage an
unsolicited acquisition proposal. For instance, the issuance of a
series of preferred stock might impede a business combination by
including class voting rights that would enable the holder to block
such a transaction, or facilitate a business combination by
including voting rights that would provide a required percentage
vote of the stockholders. In addition, under certain circumstances,
the issuance of preferred stock could adversely affect the voting
power of the holders of the common stock. Although the Board of
Directors is required to make any determination to issue such stock
based on its judgment as to the best interests of the stockholders
of Luminary, the Board of Directors could act in a manner that would
discourage an acquisition attempt or other transaction that some, or
a majority, of the stockholders might believe to be in their best
interests or in which stockholders might receive a premium for their
stock over the then market price of such stock. The Board of
Directors does not at present intend to seek stockholder approval
prior to any issuance of currently authorized stock, unless
otherwise required by law or stock exchange rules. Luminary has no
present plans to issue any preferred stock.
DIVIDENDS
Dividends, if any, will be contingent upon Luminary's
revenues and earnings, if any, capital requirements and financial
conditions. The payment of dividends, if any, will be within the
discretion of Luminary's Board of Directors. Luminary presently
intends to retain all earnings, if any, for use in its business
operations and accordingly, the Board of Directors does not
anticipate declaring any dividends prior to a business combination.
TRADING OF SECURITIES IN SECONDARY MARKET
The National Securities Market Improvement Act of 1996
limited the authority of states to impose restrictions upon sales of
securities made pursuant to Sections 4(1) and 4(3) of the Securities
Act of companies which file reports under Sections 13 or 15(d) of
the Exchange Act. Upon effectiveness of this registration
statement, Luminary will be required to, and will, file reports
under Section 13 of the Exchange Act. As a result, sales of
Luminary's common stock in the secondary market by the holders
thereof may then be made pursuant to Section 4(1) of the Securities
Act (sales other than by an issuer, underwriter or broker) without
qualification under state securities acts.
Following a business combination, a target company will
normally wish to cause Luminary's common stock to trade in one or
more United States securities markets. The target company may elect
to take the steps required for such admission to quotation following
the business combination or at some later time.
In order to qualify for listing on the Nasdaq SmallCap
Market, a company must have at least (i) net tangible assets of
$4,000,000 or market capitalization of $50,000,000 or net income for
two of the last three years of $750,000; (ii) public float of
1,000,000 shares with a market value of $5,000,000; (iii) a bid
price of $4.00; (iv) three market makers; (v) 300 shareholders and
(vi) an operating history of one year or, if less than one year,
$50,000,000 in market capitalization. For continued listing on the
Nasdaq SmallCap Market, a company must have at least (i) net
tangible assets of $2,000,000 or market capitalization of
$35,000,000 or net income for two of the last three years of
$500,000; (ii) a public float of 500,000 shares with a market value
of $1,000,000; (iii) a bid price of $1.00; (iv) two market makers;
and (v) 300 shareholders.
If, after a business combination, Luminary does not meet the
qualifications for listing on the Nasdaq SmallCap Market, Luminary
may apply for quotation of its securities on the OTC Bulletin Board.
In certain cases Luminary may elect to have its securities
initially quoted in the "pink sheets" published by the National
Quotation Bureau, Inc.
To have its securities quoted on the OTC Bulletin Board a
company must:
(1) be a company that reports its current financial
information to the Securities and Exchange Commission, banking
regulators or insurance regulators;
(2) has at least one market maker who completes and files a
Form 211 with NASD Regulation, Inc.
The OTC Bulletin Board is a dealer-driven quotation service.
Unlike the Nasdaq Stock Market, companies cannot directly apply to
be quoted on the OTC Bulletin Board, only market makers can initiate
quotes, and quoted companies do not have to meet any quantitative
financial requirements. Any equity security of a reporting company
not listed on the Nasdaq Stock Market or on a national securities
exchange is eligible.
In general there is greatest liquidity for traded securities
on the Nasdaq SmallCap Market, less on the NASD OTC Bulletin Board,
and least through quotation by the National Quotation Bureau, Inc.
on the "pink sheets". It is not possible to predict where, if at
all, the securities of Luminary will be traded following a business
combination.
TRANSFER AGENT
It is anticipated that StockTrans, Inc., Ardmore,
Pennsylvania will act as transfer agent for the common stock of
Luminary.
PART II
ITEM 1. MARKET PRICE FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
(A) MARKET PRICE. There is no trading market for
Luminary's Common Stock at present and there has been no trading
market to date. There is no assurance that a trading market will
ever develop or, if such a market does develop, that it will
continue.
The Securities and Exchange Commission has adopted Rule
15g-9 which establishes the definition of a "penny stock," for
purposes relevant to Luminary, as any equity security that has a
market price of less than $5.00 per share or with an exercise price
of less than $5.00 per share, subject to certain exceptions. For
any transaction involving a penny stock, unless exempt, the rules
require:
(i) that a broker or dealer approve a person's account for
transactions in penny stocks and
(ii) the broker or dealer receive from the investor a
written agreement to the transaction, setting forth the identity and
quantity of the penny stock to be purchased.
In order to approve a person's account for transactions in
penny stocks, the broker or dealer must
(i) obtain financial information and investment experience
and objectives of the person; and
(ii) make a reasonable determination that the transactions
in penny stocks are suitable for that person and that person has
sufficient knowledge and experience in financial matters to be
capable of evaluating the risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any
transaction in a penny stock, a disclosure schedule prepared by the
Commission relating to the penny stock market, which, in highlight
form,
(i) sets forth the basis on which the broker or dealer made
the suitability determination and
(ii) that the broker or dealer received a signed, written
agreement from the investor prior to the transaction. Disclosure
also has to be made about the risks of investing in penny stocks in
both public offerings and in secondary trading, and about
commissions payable to both the broker-dealer and the registered
representative, current quotations for the securities and the rights
and remedies available to an investor in cases of fraud in penny
stock transactions.
Finally, monthly statements have to be sent disclosing
recent price information for the penny stock held in the account and
information on the limited market in penny stocks.
(B) HOLDERS. There is one holder of Luminary's Common
Stock. The issued and outstanding shares of Luminary's Common Stock
were issued in accordance with the exemptions from registration
afforded by Section 4(2) of the Securities Act of 1933 and Rule 506
promulgated thereunder.
(C) DIVIDENDS. Luminary has not paid any dividends to
date, and has no plans to do so in the immediate future.
ITEM 2. LEGAL PROCEEDINGS.
There is no litigation pending or threatened by or against
Luminary.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND
FINANCIAL DISCLOSURE.
Luminary has not changed accountants since its formation and
there are no disagreements with the findings of its accountants.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.
During the past three years, Luminary has sold securities
which were not registered as follows:
Date Name Number of Shares Consideration
March 25, 1999 TPG Capital Corporation 5,000,000 $500
Mr. Cassidy is the sole director, controlling shareholder
and president of TPG Capital Corporation. With respect to the
sales made to TPG Capital Corporation, Luminary relied upon Section
4(2) of the Securities Act of 1933, as amended and Rule 506
promulgated thereunder.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of
Delaware provides that a certificate of incorporation may contain a
provision eliminating the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director provided that such provision shall not
eliminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 (relating to liability for unauthorized
acquisitions or redemptions of, or dividends on, capital stock) of
the General Corporation Law of the State of Delaware, or (iv) for
any transaction from which the director derived an improper personal
benefit. Luminary's Certificate of Incorporation contains such a
provision.
INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, MAY BE PERMITTED TO DIRECTORS,
OFFICERS OR PERSONS CONTROLLING LUMINARY PURSUANT TO THE FOREGOING
PROVISIONS, IT IS THE OPINION OF THE SECURITIES AND EXCHANGE
COMMISSION THAT SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS
EXPRESSED IN THE ACT AND IS THEREFORE UNENFORCEABLE.
PART F/S
FINANCIAL STATEMENTS.
Set forth below are the audited financial statements for
Luminary for the period ended October 31, 1999. The following
financial statements are attached to this report and filed as a part
thereof.
LUMINARY ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
AS OF OCTOBER 31, 1999
LUMINARY ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONTENTS
PAGE 1 - INDEPENDENT AUDITORS' REPORT
PAGE 2 - BALANCE SHEET AS OF OCTOBER 31, 1999
PAGE 3 - STATEMENT OF OPERATIONS FOR THE PERIOD FROM
MARCH 24, 1999 (INCEPTION) TO OCTOBER 31, 1999
PAGE 4 - STATEMENT OF CHANGES IN STOCKHOLDER'S
EQUITY FOR THE PERIOD FROM MARCH 24, 1999
(INCEPTION) TO OCTOBER 31, 1999
PAGE 5 - STATEMENT OF CASH FLOWS FOR THE PERIOD FROM
MARCH 24, 1999 (INCEPTION) TO OCTOBER 31, 1999
PAGES 6 -8 - NOTES TO FINANCIAL STATEMENTS AS OF
OCTOBER 31, 1999
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of:
Luminary Acquisition Corporation
(A Development Stage Company)
We have audited the accompanying balance sheet of Luminary
Acquisition Corporation (a development stage company) as of October
31, 1999 and the related statements of operations, changes in
stockholder's equity and cash flows for the period from March 24,
1999 (inception) to October 31, 1999. These financial statements
are the responsibility of Luminary's management. Our responsibility
is to express an opinion on these financial statements based on our
audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. 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 audit provides 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 Luminary
Acquisition Corporation (a development stage company) as of October
31, 1999, and the results of its operations and its cash flows for
the period from March 24, 1999 (inception) to October 31, 1999 in
conformity with generally accepted accounting principles.
WEINBERG & COMPANY, P.A.
Boca Raton, Florida
November 18, 1999
LUMINARY ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF OCTOBER 31, 1999
ASSETS
Cash $ 500
TOTAL ASSETS $ 500
LIABILITIES AND STOCKHOLDER'S EQUITY
LIABILITIES $ -
STOCKHOLDER'S EQUITY
Preferred Stock, $.0001 par value, 20 million
shares authorized, zero issued and outstanding -
Common Stock, $.0001 par value, 100 million
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.
2
LUMINARY ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM MARCH 24, 1999
(INCEPTION) TO OCTOBER 31, 1999
Income $ -
Expenses
Organization expense 580
Professional fees 750
Total expenses 1,330
NET LOSS $ (1,330)
See accompanying notes to financial statements.
3
LUMINARY ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN
STOCKHOLDER'S EQUITY
FOR THE PERIOD FROM MARCH 24, 1999
(INCEPTION) TO OCTOBER 31, 1999
Deficit
Additional Accumulated
Common Paid-In During Devel-
Stock Capital opment Stage Total
Common stock issuance $ 500 $ - $ - $ 500
Fair value of
expenses contributed - 1,330 - 1,330
Net loss for the period
ended October 31, 1999 - - (1,330) (1,330)
BALANCE AT
OCTOBER 31, 1999 $ 500 $ 1,330 $ (1,330) $ 500
See accompanying notes to financial statements.
4
LUMINARY ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM MARCH 24, 1999
(INCEPTION) TO OCTOBER 31, 1999
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 -
CASH AND CASH EQUIVALENTS - END OF PERIOD $ 500
See accompanying notes to financial statements.
5
LUMINARY ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF OCTOBER 31, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. Organization and Business Operations
Luminary Acquisition Corporation (a development stage company)
("Luminary") 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 October 31, 1999, Luminary had not
yet commenced any formal business operations, and all activity to
date relates to Luminary's formation and proposed fund raising.
Luminary's fiscal year end is December 31.
Luminary's ability to commence operations is contingent upon its
ability to identify a prospective target business and raise the
capital it will require through the issuance of equity securities,
debt securities, bank borrowings or a combination thereof.
B. Use of Estimates
The preparation of the financial statements in conformity with
generally accepted accounting principles 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, Luminary considers
all highly liquid investments purchased with an original maturity
of three months or less to be cash equivalents.
6
LUMINARY ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF OCTOBER 31, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (CONT'D)
D. Income Taxes
Luminary 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 Luminary not having
any material operations for the period ending October 31, 1999.
NOTE 2 - STOCKHOLDER'S EQUITY
A. Preferred Stock
Luminary 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
Luminary is authorized to issue 100,000,000 shares of common stock
at $.0001 par value. Luminary issued 5,000,000 shares of its
common stock to TPG Capital Corporation ("TPG") pursuant to Rule
506 for an aggregate consideration of $500.
7
LUMINARY ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF OCTOBER 31, 1999
NOTE 2 - STOCKHOLDER'S EQUITY - (CONT'D)
C. Additional Paid-In Capital
Additional paid-in capital at October 31, 1999 represents the fair
value of the amount of organization and professional costs
incurred by TPG on behalf of Luminary. (See Note 3)
NOTE 3 - AGREEMENT
On March 24, 1999, Luminary signed an agreement with TPG, a
related entity (See Note 4). The Agreement calls for TPG to
provide the following services, without reimbursement from
Luminary, until Luminary 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 Luminary.
NOTE 4 - RELATED PARTIES
Legal counsel to Luminary is a firm owned by a director of
Luminary who also owns a controlling interest in the outstanding
stock of TPG. (See Note 3)
8
PART III
ITEM 1. INDEX TO EXHIBITS.
EXHIBIT NUMBER DESCRIPTION
3.1* Certificate of Incorporation
3.2* By-Laws
3.3* Specimen stock certificate
10.1* Agreement with TPG Capital Corporation
10.2* Shareholder agreement
23.1 Consent of Accountants
27* Financial Data Schedule
* Previously filed
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of
1934, the Registrant caused this Registration Statement to be signed
on its behalf by the undersigned thereunto duly authorized.
LUMINARY ACQUISITION CORPORATION
By: /s/ James M. Cassidy
James M. Cassidy, President
February 24, 2000
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
We hereby consent to the use in the Form 10-SB Registration
Statement, of Luminary Acquisition Corporation our report as of
and for the period ended October 31, 1999 dated November 18,
1999 relating to the financial statements of Luminary Acquisition
Corporation which appears in such Form 10-SB.
WEINBERG & COMPANY, P.A.
Certified Public Accountants
Boca Raton, Florida
December 6, 1999
