<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 13, 1996
-----------------------------
STARLIGHT ACQUISITIONS, INC.
(Exact name of registrant as specified in charter)
COLORADO 33-28562 84-1107575
(State or other (Commission (IRS Employer
jurisdiction File Number) Identification No.)
of Incorporation)
1328 Starwood Lane, Evergreen, Colorado 80439
---------------------------------------------
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (303) 674-8953
--------------------------
-------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Filed herewith are the following audited consolidated financial
statements of Toucan Mining Limited:
Page No.
--------
Report of Deloitte & Touche, Independent Auditors. . . . . . . . . . F-1
Consolidated Balance Sheet as of March 31, 1996 . . . . . . . . . . F-2
Consolidated Statement of Operations for the period from
incorporation on November 3, 1995 to March 31, 1996 . . . . . . . . F-3
Consolidated Statement of Stockholders' Equity for the period
from incorporation on November 3, 1995 to March 31, 1996 . . . . . F-4
Consolidated Statement of Cash Flows for the period from
incorporation on November 3, 1995 to March 31, 1996 . . . . . . . . F-5
Notes to the Accounts. . . . . . . . . . . . . . . . . . . . . . . . F-6
(b) PRO FORMA FINANCIAL INFORMATION.
Not applicable.
(c) EXHIBITS.
The following exhibits have been furnished in accordance with Item 601
of Regulation S-K.
*2 Share Exchange Agreement, dated May 10, 1996, by and among
Starlight Acquisition, Inc. and the Shareholders of Toucan
Mining Limited.
*10.1 Warrant Agreement, dated May 10, 1996, by and between Starlight
Acquisition, Inc. and R. Haydn Silleck, John B. Marvin, Peter
S. Daley and Jay Lutsky.
*10.2 Indemnification Agreement, dated May 10, 1996, by and among R.
Haydn Silleck, John B. Marvin, Peter S. Daley, Jay Lutsky,
Starlight Acquisition, Inc. and Toucan Mining Limited.
*16 Statement from Comiskey & Company, P.C. regarding change
in certifying accountants.
27 Financial Data Schedule.
___________________
* Previously filed.
<PAGE>
LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
TO THE MEMBERS OF
TOUCAN MINING LIMITED
We have audited the accompanying consolidated balance sheet of Toucan Mining
Limited and subsidiary (a development stage company) as of 31 March 1996, and
the related consolidated statements of operations, stockholders' equity, and
cash flows for the period from incorporation on 3 November 1995 to 31 March
1996. These financial statements are the responsibility of the Company's
directors. 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 in the United States of America. 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 consolidated financial statements present fairly, in all
material respects, the financial position of the Company at 31 March 1996,
and the results of their operations and their cash flows for the period from
incorporation on 3 November 1995 to 31 March 1996, in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company is a development stage
enterprise engaged in the development of mineral rights in Brazil. As
discussed in Note 1 to the accounts, the Company is in the initial stage of
exploration and it is not possible to ascertain whether future revenues will
be sufficient to allow the Company to continue as a going concern. The
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
/s/ Deloitte & Touche
- ---------------------------
Deloitte & Touche
July 1996
F-1
<PAGE>
TOUCAN MINING LIMITED
CONSOLIDATED BALANCE SHEET
31 MARCH 1996
NOTE US$
---- -------
ASSETS
Current:
Cash and cash equivalents 6 20,106
Prepaid expenses 10,000
-------
30,106
OTHER ASSETS
Payment for mineral rights 5 175,290
-------
TOTAL ASSETS 205,396
-------
-------
LIABILITIES
CURRENT:
Amounts payable to related parties 7 193,919
Accrued expenses 4,481
Sundry creditor 3,945
-------
Current liabilities 202,345
LONG TERM LIABILITIES -
-------
TOTAL LIABILITIES 202,345
STOCKHOLDER'S EQUITY
Share capital 8 96,170
Deficit accumulated during development stage (93,119)
-------
3,051
-------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 205,396
-------
-------
These financial statements were approved by the Board of Directors on July 7,
1996.
F-2
<PAGE>
TOUCAN MINING LIMITED
CONSOLIDATED STATEMENT OF OPERATION
PERIOD FROM INCORPORATION ON 3 NOVEMBER 1995 TO 31 MARCH 1996
NOTE US$
---- ------
ADMINISTRATION EXPENSES
Legal and professional fees 11,149
Consultancy fees 8,756
Travel & subsistence expenses 71,232
Maps & stationery 309
Couriers & post expenses 175
Bank charges 94
Sundry expenses 1,495
Audit and accountancy
Profit on foreign exchange 4,481
(8,819)
-------
TOTAL ADMINISTRATION EXPENSES (88,872)
INTEREST EXPENSE (4,247)
-------
OPERATING LOSS 2 (93,119)
TAX PROVISION 3 -
-------
NET LOSS AND DEFICIT ACCUMULATED DURING THE
DEVELOPMENT STAGE (93,119)
-------
-------
The only subsidiary of Toucan Mining Limited has not traded during the period
to 31 March 1996 and hence the statement of operations for the Company and
group are the same.
F-3
<PAGE>
TOUCAN MINING LIMITED
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
Period from incorporation on 3 November 1995 to 31 March 1996
<TABLE>
DEFICIT
ACCUMULATED
CAPITAL DURING THE TOTAL
SHARES CAPITAL DEVELOPMENT STOCKHOLDERS'
NO. SHARES US$ STAGE US$ EQUITY US$
------- ---------- ----------- -------------
<S> <C> <C> <C> <C>
Issued on incorporation 2 3 - 3
Change in authorized share capital 18 - - -
Issuance of shares at par 629,980 96,167 - 96,167
Net loss during the period - - (93,119) (93,119)
------- ------ ------- -------
Balance as at 31 March 1996 630,000 96,170 (93,119) 3,051
------- ------ ------- -------
------- ------ ------- -------
</TABLE>
F-4
<PAGE>
TOUCAN MINING LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
PERIOD FROM INCORPORATION ON 3 NOVEMBER 1995 TO 31 MARCH 1996
NOTE US$
---- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss (93,119)
Adjustment for non-cash items
Foreign exchange gains (8,819)
(Increase) in assets and increase in liabilities
Prepaid expenses (10,000)
Accounts payable 18,500
Accrued expenses 32,863
--------
Net cash from operating activities (60,575)
--------
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of subsidiary undertaking (3,223)
Payments for mineral rights (143,122)
--------
Net cash used in investing activities (146,345)
--------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings from related parties 147,037
Proceeds from issuance of capital shares 80,000
--------
227,037
--------
Effect of foreign exchange rate changes
on cash and cash (11)
--------
NET INCREASE IN CASH AND CASH EQUIVALENTS DURING THE
DEVELOPMENT STAGE 20,106
--------
CASH AND CASH EQUIVALENTS AT 31 MARCH 1996 20,106
--------
--------
As stated in note 2 on page F-6 a number of suppliers received shares in the
Company in lieu of payment for their invoices. Consequently, the actual cash
received from the issue of shares of US$80,000 as shown above differs from
the issued share capital of US$96,170 as reflected in the balance sheet.
F-5
<PAGE>
TOUCAN MINING LIMITED
NOTES TO THE ACCOUNTS
PERIOD FROM INCORPORATION ON 3 NOVEMBER 1995 TO 31 MARCH 1996
1. ACCOUNTING POLICIES
The financial statements are prepared in accordance with United States
Generally Accepted Accounting Principles (US GAAP). The particular
accounting policies adopted are described below.
(a) REPORTING CURRENCY & FOREIGN EXCHANGE
As the majority of the activities of the company are transacted in US
Dollars these financial statements are prepared in US Dollars. Any other
currencies are translated into US Dollars using the rate of exchange ruling
at the date of the transaction. Any translation differences are dealt with
in the profit and loss account.
The financial statements of the foreign subsidiary are prepared in US$ and
hence there is no foreign exchange implication on consolidation.
The authorized share capital of the company is denominated in Sterling has
been translated into US Dollars using the rate of exchange ruling on the
date on which the share capital was issued.
(b) INVESTMENT IN SUBSIDIARY
The company has a wholly owned Brazilian incorporated subsidiary,
Mineradora de Bauxita Ltda., it being the registered holder of the
exploration claims. As all costs associated in acquiring those claims were
borne directly by Toucan Mining Limited no value is given to those claims
in the financial statements of Mineradora de Bauxita Ltda.
This investment as been consolidated in the accounts of the company, and in
this respect comply with both US GAAP and with the Isle of Man Companies
Act 1982.
(c) PAYMENT FOR MINERAL RIGHTS
Amounts paid to acquire mineral rights, as well as subsequent costs of
developing of those rights, are deferred and then expensed so as to match
the timing of the revenue flows arising from the holding of those rights.
Where the directors consider future revenue flows from the rights will be
insufficient to cover the costs incurred then the full cost deferred is
written off to the profit and loss account.
(d) ABILITY TO CONTINUE AS A GOING CONCERN
The Group is a development stage enterprise at 31 March 1996 and is still
in the initial stages of exploration. However, the directors believe that
the Company will be able to obtain adequate resources to develop its
mineral rights and that future revenues will be such to exceed the amount
reflected as payment for mineral rights and will be adequate to support the
Company's cost structure and enable it to achieve profitable operations in
the future.
2. RELATED PARTY TRANSACTIONS
Due to the nature of the business the company is undertaking a significant
outlay is required before any return can be anticipated. Consequently cash
flow and ensuring sufficient working capital is available is very
important. To deal with this the company has for many suppliers of goods
and services offered shares in the company in lieu of payment of invoices.
This has been accepted by a number of suppliers and hence a significant
number of transactions have been undertaken with shareholders of the
company.
F-6
<PAGE>
TOUCAN MINING LIMITED
A fee of L6,000 (US$ 9,180) has been paid to one of the directors for
services to company for the three months ended 31 March 1996.
The directors consider that at transactions with related parties are on an
arm's length basis.
3. TAXATION
Temporary differences and carryforwards which give rise to deferred tax
assets at 31 March 1996 are as follows:
COMPANY GROUP
US$ US$
------- -------
Unutilized tax losses 18,624 18,624
Other temporary differences -- --
Valuation allowance (18,624) (18,624)
------- -------
-- --
------- -------
------- -------
4. INVESTMENT IN SUBSIDIARY
The Company is a wholly owned subsidiary, Mineradora de Bauxita Ltda, which
is incorporated in Brazil. The subsidiary has priority title to 1,234,948
hectares of exploration claims. The costs associated with acquiring these
claims has all been borne by Toucan Mining Limited and the cost is
reflected in the financial statements of Toucan Mining Limited.
The subsidiary has not traded and has only incurred pre-operating expenses
to 31 March 1996 which have been reflected as deferred expenditure in the
financial statements of that company.
5. PAYMENT FOR MINERAL RIGHTS
COMPANY GROUP
US$ US$
------- -------
Payment for mineral rights 168,122 175,290
------- -------
------- -------
The amount capitalized represents the payment of mineral rights and
includes the cost of acquiring the company together with the cost of
recording claims, maps, geologists and other consultants.
The directors are of the opinion that due to the level of interest in the
Cuiaba Basin that the value of the claims and potential future revenues is
considerably in excess of the carrying value of the payment for mineral
rights.
F-7
<PAGE>
TOUCAN MINING LIMITED
6. CASH AND CASH EQUIVALENTS
Company and Group
US$
------
Cash at bank 499
Brazilian cash float account 15,347
Dollar float provided to a director 4,040
Sterling float provided to a director 220
------
20,106
------
------
The Brazilian float represents monies advanced to an individual who is a
director of the subsidiary company, a shareholder in Toucan Mining Limited
and who represents the company in Brazil. The float is used to settle
expenses incurred by Toucan Mining Limited in Brazil. The remaining two
floats are held by a director who is also a shareholder of Toucan Mining
Limited.
7. AMOUNTS PAYABLE TO RELATED PARTIES
US$
-------
Loan - shareholders 60,057
Loan - Cardinal Holdings Limited 110,328
Loan - Mustardseed Estates Limited 23,534
-------
193,919
-------
-------
The loans payable to the shareholders are interest free, unsecured and with
no repayment date specified. The Loans to the company from Cardinal
Holdings Limited and Mustardseed Estates Limited bear interest at the rate
of 10% are repayable on demand, and are not secured. Cardinal Holdings
Limited and Mustardseed Estates Limited are related to Toucan Mining
Limited as a shareholder of those companies is also a shareholder in Toucan
Mining, and Mustardseed Estates Limited is a shareholder in Toucan Mining
Limited.
7. SHARE CAPITAL
NO. US$
------- -------
Authorized
1,000,000 ordinary shares of 10p each
Allotted, called up and fully paid
630,000 ordinary shares of 10p each 630,000 96,170
------- ------
------- ------
On incorporation the company had an authorized share capital of 2,000 L1
ordinary shares of which two shares were issued at par. On 5 February 1996
the authorized share capital was increased to 100,000 L1 ordinary shares,
which was subdivided, on the same date, into 1 million 10p ordinary shares.
This resulted in the 2 L1 shares in issue becoming 20 10p shares.
On 25 March 1996 a further 629,980 10p ordinary shares were issued at par.
F-8
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
STARLIGHT ACQUISITION, INC.
(Registrant)
Date: July 12, 1996 By: /s/ Robert Jeffcock
--------------------------------
Robert Jeffcock
Chief Executive Officer
and Chief Financial Officer
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NO. EXHIBIT PAGE
- ----------- ------- ----
*2 Share Exchange Agreement, dated May 10, 1996, by and
among Starlight Acquisition, Inc. and the Shareholders
of Toucan Mining Limited
*10.1 Warrant Agreement, dated May 10, 1996, by and between
Starlight Acquisitions, Inc. and R. Haydn Silleck,
John B. Marvin, Peter S. Daley and Jay Lutsky
*10.2 Indemnification Agreement, dated May 10, 1996, by and
among R. Haydn Silleck, John B. Marvin, Peter S. Daley,
Jay Lutsky, Starlight Acquisition, Inc. and Toucan
Mining Limited
*16 Statement from Comiskey & Company, P.C. regarding change
in certifying accountants
27 Financial Data Schedule
____________________________
* Previously filed.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-START> NOV-03-1995
<PERIOD-END> MAR-31-1996
<CASH> 20,106
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 30,106
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 205,396
<CURRENT-LIABILITIES> 0
<BONDS> 202,345
0
0
<COMMON> 96,170
<OTHER-SE> (93,119)
<TOTAL-LIABILITY-AND-EQUITY> 205,396
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 38,872
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,247
<INCOME-PRETAX> (93,119)
<INCOME-TAX> 0
<INCOME-CONTINUING> (93,119)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (93,119)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
