<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[xx] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
---------------------------
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
----------------------------- ------------
Commission File Number: 0-26070
Moonlight International Corp.
(Exact name of registrant as specified in its charter)
Delaware 13-3859185
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
Mailing Address: 135 Irwin Street, Brooklyn, New York 11235
One Evertrust Plaza, Jersey City, New Jersey 07302
(Address of principal executive offices) (Zip Code)
(718) 646-4175
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [ ] Yes [xx] No (1)
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's class of
common stock, as of the latest practicable date.
The number of shares outstanding of each of the registrant's classes of common
stock, as of November 12, 1996 is 9,662,200 shares, all of one class of $.0001
par value common stock.
(1) The Company filed a Form 10-SB Registration Statement with the
Securities and Exchange Commission ("SEC") on or about May 12, 1995 in
order to register its securities under Section 12(g) of the Securities
Exchange Act of 1934 ("Act"). Accordingly, the Company became subject
to Reporting Requirements of the Act 60 days thereafter and its first
required filing thereunder was its Form 10-Q for quarter ended
September 30, 1995. The Company filed its Form 10-KSB for fiscal year
ended December 31, 1995 in November 1996 and is filing each of its
Forms 10-QSB for quarters ended March 31, June 30 and September 30,
1996 at or around the same date.
1
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TABLE OF CONTENTS
Page No.
PART I
Item 1. Financial Statements F1-F4
Item 2. Plan of Operation 3-5
PART II
Item 1. Legal Proceedings 6
Item 2. Changes in Securities 6
Item 3. Defaults Upon Senior Securities 6
Item 4. Submission of Matters to a
Vote of Security Holders 6
Item 5. Other Information 6
Item 6. Exhibits and Reports on Form 8-K 6
Signatures 7
2
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MOONLIGHT INTERNATIONAL CORP.
A Development Stage Company
Consolidated Balance Sheet
September 30, 1996
(Unaudited)
<TABLE>
<CAPTION>
ASSETS
CURRENT ASSETS:
<S> <C>
Cash $ 204,472
Prepaid expenses and other assets 27,455
-----------
TOTAL CURRENT ASSETS 231,927
PROPERTY AND EQUIPMENT less
accumulated depreciation of $92,124 1,495,203
LICENSING AGREEMENTS, less accumulated
amortization of $339,167 5,210,833
ORGANIZATION EXPENSE, less accumulated
amortization of $2,074 9,838
-----------
$ 6,947,801
===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities $ 318,983
Note payable - licensor 200,000
Deposit-sub-licensing agreement 100,000
-----------
TOTAL CURRENT LIABILITIES $ 618,983
-----------
SHAREHOLDERS' EQUITY:
Common stock, par value $.0001;
authorized 25,000,000 shares;
issued and outstanding 9,407,200 shares 941
Additional paid-in capital 8,127,191
Accumulated deficit (461,353)
Deficit accumulated during the
development stage (1,226,823)
Foreign currency translation adjustments (111,138)
-----------
TOTAL SHAREHOLDERS' EQUITY 6,328,818
-----------
$6,947,801
===========
</TABLE>
See note to financial statements.
F-1
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MOONLIGHT INTERNATIONAL CORP.
A Development Stage Company
Consolidated Statement of Operations
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended Three Months Ended Inception
September 30, September 30, (October 25, 1995)
1996 1995 1996 1995 to Sept. 30, 1996
---- ---- ---- ---- ------------------
<S> <C> <C> <C> <C> <C>
REVENUES $ -0- $ -0- $ -0- $ -0- $ -0-
OPERATING EXPENSES:
General and administrative 644,974 96,650 254,452 32,571 697,840
Depreciation and amortization 371,481 -0- 168,972 -0- 433,435
----------- -------- -------- --------- ----------
1,016,455 96,650 423,424 32,571 1,131,275
----------- -------- -------- --------- ----------
OPERATING LOSS (1,016,455) (96,650) (423,424) (32,571) (1,131,275)
INTEREST EXPENSE 71,301 -0- 13,304 -0- 95,548
----------- -------- -------- --------- ----------
LOSS BEFORE DISCONTINUED
OPERATIONS (1,087,756) (96,650) (436,728) (32,571) (1,226,823)
Loss from discontinued operations -0- (238,375) -0- (80,331) -0-
----------- -------- -------- --------- ----------
NET LOSS $(1,087,756) $(335,025) $(436,728) $(112,902) $(1,226,823)
=========== ========= ========= ========= ===========
LOSS PER SHARE:
Continuing operations $(.12) $(.01) $(.05) $ - $(.14)
Discontinued operations - (.02) - (.01) -
----------- -------- -------- --------- ----------
Net loss $(.12) $(.03) $(.05) $(.01) $(.14)
=========== ========= ========= ========== ===========
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 8,768,118 10,000,000 9,272,385 10,000,000 8,564,220
=========== ========= ========= ========== ===========
</TABLE>
See note to financial statements.
F-2
<PAGE> 5
MOONLIGHT INTERNATIONAL CORP.
A Development Stage Company
Consolidated Statement of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Inception
Nine Months Ended (October 25, 1995)
September 30, to
1996 1995 Sept. 30, 1996
---- ---- ----------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(1,087,756) $ (335,025) $(1,226,823)
Adjustments to reconcile net loss to net cash used
in operating activities:
Loss from discontinued operations -- 238,375 --
Depreciation and amortization 371,481 -- 433,435
Changes in assets and liabilities:
Prepaid expenses and other assets (25,255) -- (39,367)
Accounts payable and accrued liabilities 207,021 96,650 212,582
Deposit - sub-licensing agreement 100,000 -- 100,000
----------- ----------- -----------
NET CASH USED IN OPERATING ACTIVITIES (434,509) -- (520,173)
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment (1,278,490) -- (1,587,397)
Advances to subsidiaries -- (198,000) --
Payment to licensor (2,800,000) -- (2,800,000)
----------- ----------- -----------
NET CASH USED IN INVESTING ACTIVITIES (4,078,490) (198,000) (4,387,397)
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Loans received from shareholders -- 198,000 --
Net proceeds from issuance of common shares 4,728,680 -- 5,223,180
----------- ----------- -----------
NET CASH PROVIDED FROM FINANCING ACTIVITIES 4,728,680 198,000 5,223,180
----------- ----------- -----------
EFFECT OF EXCHANGE RATE CHANGES ON CASH (113,859) -- (111,138)
----------- ----------- -----------
NET INCREASE IN CASH 101,822 -- 204,472
CASH - BEGINNING OF PERIOD 102,650 -- --
----------- ----------- -----------
CASH - END OF PERIOD $ 204,472 $ -- $ 204,472
=========== =========== ===========
</TABLE>
SUPPLEMENTAL DISCLOSURES:
No cash was paid during the above periods for
interest and income taxes
See note to financial statements.
F3
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MOONLIGHT INTERNATIONAL CORP.
NOTE TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1996
(Unaudited)
BASIS OF PRESENTATION
The accompanying financial statements reflect all adjustments which, in
the opinion of management, are necessary for a fair presentation of the
financial position and the results of operations for the interim periods
presented. All such adjustments are of a normal and recurring nature. The
results of operations for any interim period are not necessarily indicative of a
full year.
Certain financial information which is normally included in the
financial statements prepared in accordance with generally accepted accounting
principles, which is not required for interim reporting purposes, has been
condensed or omitted. The accompanying financial statements should be read in
conjunction with the consolidated financial statements and notes thereto
included in the company's annual report on Form 10-KSB for the year ended
December 31, 1995.
F-4
<PAGE> 7
PLAN OF OPERATION
Background
As reported in the Company's Form 10-KSB for calendar year ended
December 31, 1995, the Company discontinued all operations as related to its
then commercial offset printing business in late October 1995 and all then
officers and directors resigned and were replaced by the Company's current
officers and directors. Such Form 10-KSB was not filed until November 1996 due
in significant part to substantial delays in completion of audit upon Company's
discontinued printing business operations and the need to assign monetary
valuation to losses incurred from such discontinued operations.
The Company's Plan of Operation for calendar year 1996 has revolved
around those activities involving commercial applications of rights granted to
it in accordance with license agreements entered into in November 1995 involving
the "Moonlight Balloon".
The Form 10-KSB for December 31, 1995 (as filed in November 1996)
contains to the to the extent practicable, (amongst other matters) substantial
information regarding current activities involving (a) such license agreements,
terms and conditions thereof and mutual rights and obligations thereunder, (b)
the Moonlight Balloon, its qualities, applications and summarized specifications
and (c) certain recent agreements regarding ongoing efforts to commercialize the
Moonlight Balloon, its technology and attributes through (i) an April 1996
license agreement with Golf Lite, Inc. - limited to golf course applications and
(ii) a July 1996 exclusive five year distributorship agreement (for Switzerland
and Liechtenstein) with Carba Holding AG, a major German carbon gas and helium
producer.
Entry into and payment by the Company of consideration for the two
November 1995 License Agreements upon which the Company's business operations
are currently based, was facilitated in great part, by the fact that the Company
is a "public" company whose shares of common stock are listed on the Electronic
Over-the-Counter Bulletin Board thereby creating a "value" for the Company
securities which might not otherwise exist. In this manner the Company was able
to issue an aggregate of 5,100,000 shares of its common stock with an assigned
valuation of $2,550,000 thereby reducing its necessary cash consideration outlay
to $3,000,000 (which $3,000,000 has been paid in full).
Consolidated Balance Sheet
Total Assets of the Company at period ended September 30, 1996 were
$6,947,801 with current assets amounting to $231,927 and with a substantial
portion of such total assets being attributable to certain License agreements
valued at $5,210,833 of which $2,800,000 had been
3
<PAGE> 8
paid through September 30, 1996 and the balance of $200,000 having been paid on
October 15, 1996.
Total Current Liabilities of the Company at period ended September 30,
1996 were $618,983.
At September 30, 1996 there were no long term liabilities.
Working capital at September 30, 1996 was $(387,056).
The functional currency of Moonlight SA (the Company's wholly owned
Swiss subsidiary) is Swiss Francs. Gains and losses resulting from foreign
currency transactions which are included in operations have been insignificant
for all periods reported. However, the effects of exchange rate fluctuations on
translating foreign currency assets and liabilities and results of operations
from functional currency to Unites States dollars has been significant. The
cumulative foreign currency translation adjustment (loss) to stockholders'
equity at September 30, 1996 was $(111,138).
Consolidated Statement of Operation
Notwithstanding the fact that comparative information for applicable
periods appears in the Company's Consolidated Statement of Operations, no
analysis of same is being given since all 1995 information refers to the
printing press business operations and management at that time which operations
were discontinued and which management resigned both in October 1995.
Accordingly, all 1996 information refers to new business operations regarding
Moonlight Balloon and new management (in place since October 1995) and is not
properly susceptible to narrative comparison (i.e., any attempt to compare
unrelated business activities - discontinued printing operations to on-going
Moonlight Balloon operations - which activities were conducted by an entirely
different management team, would not serve any useful purpose in clarifying or
expounding upon comparative periods presented in Statement of Operation).
Cash Requirements and Liquidity
The Company has been able to satisfy its cash requirements and raise
the necessary capital in order to finance its proposed growth through the sale
and issuance of 2,032,200 shares of its common stock for an aggregate gross cash
consideration of $6,092,306 (said sales having taken place from January 26, 1996
through October 17, 1996). The shares of Company common stock referred to herein
were sold in accordance with certain terms and conditions contained in Off-Shore
Securities Subscription Agreements and, accordingly, were sold outside the U.S.,
not as a registered public offering but rather in reliance upon Regulation S of
the General Rules and Regulations under the Securities Act of 1933.
4
<PAGE> 9
Management of the Company does not envision any immediate foreseeable
material liquidity and/or capital resource problems nor does it anticipate any
significant long term liquidity needs. If either of such needs arise, management
anticipates (although no assurance can be given) that the Company will be able
to finance and meet such requirements through such income as may be derived from
commercial utilization of its license agreements. However, if sufficient
revenues, if any, are not generated and if an unforeseen need arises management
contemplates being able to satisfy same in a manner similar to equity financing
previously conducted or through an as yet undetermined, if necessary,
combination of debt and/or equity financing and/or bank loans.
Management does not currently anticipate any further expenditures of
significant sums for product research and development nor does it currently
expect (a) to purchase or sell any plant or significant equipment or (b) to
significantly increase or change the number of its current employees.
5
<PAGE> 10
PART II
Item 1. Legal Proceedings - None
Item 2. Changes in Securities - None
Item 3. Defaults Upon Senior Securities - None
Item 4. Submission of Matters to a
Vote of Security Holders - None
Item 5. Other Information - None
Item 6. (a) Exhibits - None
(b) Reports on Form 8-K - (i)
(i) 8-K with date of report of August 27, 1996,
was filed with the Securities and Exchange
Commission on September 26, 1996, so as to
report, in Item 5 - Other Events thereto,
press releases dated August 27, 1996
regarding entry into a distribution
agreement and September 17, 1996 regarding a
licensing fee received.
6
<PAGE> 11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MOONLIGHT INTERNATIONAL CORP.
By /s/ Leon Golden
-------------------------------
Leon Golden, Secretary
Dated: November 19, 1996
7
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 204,472
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 231,927
<PP&E> 1,587,397
<DEPRECIATION> 92,194
<TOTAL-ASSETS> 6,947,801
<CURRENT-LIABILITIES> 618,983
<BONDS> 0
0
0
<COMMON> 941
<OTHER-SE> 6,327,877
<TOTAL-LIABILITY-AND-EQUITY> 6,947,801
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,016,455
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 71,301
<INCOME-PRETAX> (1,087,756)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,087,756)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,087,756)
<EPS-PRIMARY> (.12)
<EPS-DILUTED> (.12)
</TABLE>
