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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
[xx] Annual report under Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the calendar year ended December 31, 1995
-----------------
[ ] Transition report under Section 13 or 15(d)of the Securities Exchange
Act of 1934
For the transition period from to
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Commission file number 0-26070
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Moonlight International Corp..
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(Name of Small Business Issuer in Its Charter)
Delaware 13-3859185
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(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
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(Address of Principal Executive Office) (Zip Code)
718-646-4175
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(Issuer's Telephone Number, Including Area Code)
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock par value $.0001 per share
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(Title of Class)
Check whether the issuer; (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 past 90 days. Yes No xx (1)
--- ----
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]
(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. Subsequent to the filing of this Form 10-KSB, the
Company intends to file its Form 10-QSB for quarters ended March 31,
1996, June 30, 1996 and September 30, 1996 and anticipates and expects
to be current with respect to such required filings prior to November
30, 1996.
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State issuer's revenues for its most recent calendar year - $-0-.
The aggregate market value for the 2,542,200 shares of voting stock
(all of one class of $.0001 par value Common Stock) held by non-affiliates * of
Registrant as of November 12, 1996 is $11,122,125 based upon an average of the
bid ($3.75) and asked ($5.00) prices for such stock on the date heretofore
indicated. See Item 5 (a) which indicates the limited, if any, trading activity
in the Registrant's securities for the periods indicated. By virtue hereof, it
is difficult if not impossible to accurately arrive at a completely realistic
"aggregate market value" of Registrant shares held by non-affiliates as called
for herein especially in view of the fact that the existence of limited or
sporadic quotations should not of itself be deemed to constitute an "established
public trading market". The above statements regarding "aggregate market value"
and "established public trading market" should be taken into careful
consideration when considering the information contained herein regarding the
indicated "aggregate market value" of shares of voting stock held by
non-affiliates.
* Affiliates for the purpose of this item refers to the Registrant's
officers and directors and/or any persons or firms (excluding those
brokerage firms and/or clearing houses and/or depository companies
holding Registrant's securities as record holders only for their
respective clienteles' beneficial interest) owning 5% or more of the
Registrant's Common Stock, both of record and beneficially - all as of
November 12, 1996.
ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS
Check whether the issuer has filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court. Yes No
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Not Applicable
APPLICABLE ONLY TO CORPORATE REGISTRANTS
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date. 9,662,200 shares as of
November 12, 1996.
Transitional Small Business Disclosure Format: Yes No
--- ---
DOCUMENTS INCORPORATED BY REFERENCE
If the following documents are incorporated by reference, briefly
describe them and identify the part of the Form 10-KSB (e.g., Part I, Part II,
etc.)into which the document is incorporated: (1) any annual report to
security-holders; (2) any proxy or information statement; and (3) any prospectus
filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933 ("Securities
Act").
None
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TABLE OF CONTENTS
<TABLE>
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Page
Number
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PART I
Item 1. Description of Business 4
Item 2. Description of Property 11
Item 3. Legal Proceedings 11
Item 4. Submission of Matters to a Vote of
Security Holders 11
PART II
Item 5. Market For Common Equity and Related
Stockholder Matters 12
Item 6. Plan of Operation 13
Item 7. Financial Statements 15
F1 - F9
Item 8. Changes in and Disagreements With
Accountants on Accounting and
Financial Disclosure 16
PART III
Item 9. Directors, Executive Officers, Promoters
and Control Persons; Compliance With
Section 16(a) of the Exchange Act 16
Item 10. Executive Compensation 18
Item 11. Security Ownership of Certain Beneficial
Owners and Management 19
Item 12. Certain Relationships and Related
Transactions 20
Item 13. Exhibits, List and Reports on Form 8-K 21
</TABLE>
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
BACKGROUND SUMMARY
Moonlight International Corp. (most recently formerly known as
Compucolor Network Ltd. and hereinafter referred to as the "Company" unless the
context otherwise requires) was incorporated under the laws of the State of
Delaware on July 15, 1987 under the name Wyler Acquisition Corp. From inception
to June 30, 1994, the Company did not operate any business and its principal
activity was seeking a business to acquire and operate. Effective June 30, 1994,
the Company acquired all of the shares of Compucolor Network Ltd., a Delaware
corporation now Compucolor Associates, Inc. ("CAI"), which in turn owned all of
the shares of Computer Design Center, Inc., a New York corporation ("CDC");
Nightlife Printing & Promotion, Inc., a New York corporation ("NPP"); and
Computer Interactive Ltd., a Delaware corporation ("Interactive") which was
formed in March 1995.
Operating through its then subsidiaries, the Company engaged in a color
"print-on-demand" commercial offset printing business integrating various
computer hardware and software products into its printing operations in order to
receive data directly from its client's personal computers in an effort to speed
production while attempting to reduce costs. The Company produced such products
as advertising circulars, catalogs, brochures and other promotional literature
for clients (principally engaged in entertainment related businesses in the New
York City metropolitan area) requiring quick turn around and ready utilization
of their own personal computer based data utilizing popular desktop publishing
software in order to obtain final full color product with rapid turnaround
through the use of computer communications from the client's own office or from
CDC's computer and communication facility to the Company's printing facility in
New Hyde Park, New York.
On May 12,1995 the Company filed a Form 10-SB Registration Statement
with the Securities & Exchange Commission ("SEC") under the Securities Exchange
Act of 1934 (the "Act") in order to register its securities under Section 12(g)
of the Act. Upon such Registration Statement having been declared effective in
July 1995 the Company became subject to the reporting requirements of the Act.
For further and more specific information regarding the Company and its then
business operations and related matters, reference is made to such Registration
Statement as filed with the SEC in Washington, D.C. under Commission File No.
0-26070.
On or about October 25, 1995 certain then officers, directors and
principal stockholders of the Company (then known as Compucolor Network Ltd.
("CNL")) entered into an "Asset and Stock Purchase Agreement" and related
documents and agreements which resulted in changes in (a) officers and directors
of the Company, (b) control of the Company and (c) Company business purposes -
all as hereinafter indicated.
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A summary of such Agreement appeared in the Company's Form 8-K with
date of report of October 25, 1995 and a copy of such Agreement was annexed
thereto as Exhibit A. All references as may appear herein with respect to such
Agreement are qualified in their entirety by reference to the Agreement.
In accordance with the terms of such Agreement all then five officers
and/or directors of the Company resigned effective October 25, 1995 and were
replaced with the Company's current officers and directors.
In accordance with Certificate of Amendment of Certificate of
Incorporation filed with the Delaware Secretary of State on November 13, 1995,
the Company changed its name from Compucolor Network Ltd. to Moonlight
International Corp. The new trading symbol assigned to the Company's securities
by Nasdaq for listing purposes on the O-T-C Electronic Bulletin Board was LITE.
Subsequent to completion of aforesaid Asset and Stock Purchase
Agreement, the Company changed its business purposes entirely from a commercial
offset printing business to commencing to engage in certain technology regarding
lighting of primarily outdoor facilities utilizing inflatable balloons and
related paraphernalia in accordance with certain License Agreements, patents
and/or trademarks as more fully set forth in certain License and Consulting
Agreements entered into with certain Isle of Man corporations, as follows:
(a) License Agreement with Edgedale Limited ("Edgedale") for
the exclusive field-of-use worldwide rights to utilize certain proprietary
information including patent rights in exchange for the issuance by the Company
to Edgedale of 2,100,000 shares of Company common stock. The License Agreement
also requires the Company to exclusively contract with Edgedale for the
manufacturing of the final "balloon" product but solely with respect to any
sales that the Company may contract for in the "European" market place with
Edgedale agreeing that its charges to the Company for such manufacturing will
consist of Edgedale's costs plus 10% for each such "balloon" product
manufactured for the aforesaid "European" market (defined, for purposes of such
License Agreement, to consist of the entire European continent exclusive of the
United Kingdom). Aside from the aforesaid "European" market, the Company retains
the right, without limitation, to contract with whomever it desires regarding
product manufacture.
(b) License Agreement with Cootows Consultants Limited
("Cootows") for the exclusive field-of-use worldwide rights to utilize certain
proprietary information including patent rights in exchange for (i) the issuance
by the Company to Cootows of 3,000,000 shares of Company common stock and (ii)
the payment by the Company of a one (1) time $3,000,000 license fee with
interest at the rate of 5% per annum. The full principal sum of $3,000,000 has
been paid to such licensor by the Company.
(c) The Company has also entered into a Consulting Agreement
with Cootows Consultants Limited ("Cootows") pursuant to which Cootows has
agreed to act as the Company's consultant for a period of 10 years during which
period of time Cootows shall consult with and
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advise the Company in connection with (i) providing certain technology ability
and know how with respect to development, manufacturing, marketing and any
advances in the technology referred to in the License Agreement between the
Company and Cootows and (ii) ascertaining and evaluating any and all matters
related to the above. In exchange, therefore, the Company has agreed to pay
Cootows the sum of $200,000 per annum throughout the term of the Agreement.
Neither the Company's current officers or directors nor anyone
affiliated or associated with such individuals has any record or beneficial
interest in or control over any of the securities of either Edgedale or Cootows
or any affiliation with either of said corporations. Such License Agreements
were negotiated on an arms-length basis with neither of the two Licensors having
any association or affiliation with the Company prior to entering into the
aforesaid Agreements.
Each of the Agreements summarized briefly above contain various
additional provisions as well as certain exhibits thereto. For further and more
specific information with respect to the mutual rights and obligations of the
Company and those corporations with whom it has entered into License and/or
Consulting Agreement(s), reference is herewith made to aforesaid Form 8-K with
date of report of October 25, 1995 and Exhibits B through D inclusive thereto.
All references and summaries to the terms and conditions of such Agreements are
qualified in their entirety by reference to such documents.
Further, and as a direct result of the above referenced transactions
and the entry by the Company into the aforesaid License Agreements in November
1995, the Company acquired certain exclusive field-of-use worldwide rights to
utilize certain proprietary information including patent rights and
technological know-how relating to lighting of primarily outdoor facilities
utilizing inflatable balloons and related paraphernalia hereinafter discussed
and in that respect has developed and currently is commercializing a line of
unique helium-filled lighting balloons providing non-dazzling luminosity with an
extremely low energy consumption (all as more specifically described directly
below).
MOONLIGHT BALLOON
The Moonlight Balloon is a helium-filled balloon which floats above the
ground and is thereby able to illuminate an area of 5,000 to 215,000 square feet
dependent upon particular unit utilized. The Balloon provides high luminosity
with low energy consumption, is mobile, and provides non-dazzling light and is
an innovative product protected by certain patents.
With the Moonlight Balloon areas without electric power supply can be
illuminated. Its main benefits, compared to the conventional illuminates, are
quick employability, mobility of application, and the aforesaid non-dazzling
light thereby essentially increasing the safety of nocturnal operations (as well
as being available for entertainment type purposes (see Recent Developments
paragraph (a) regarding Golf Lite, Inc.).
Management believes that the Moonlight Balloon is fit for a wide
variety of applications
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and intends to focus on the following potential (amongst other) customer
categories: (a) border and other police activities as well as military forces
activities, (b) construction including railway industry, (c) fire department,
rescue services and disaster relief services, (d) navigation and/or aviation
activities and (e) sports and major outdoor events (such as concerts and trade
fairs).
The foregoing is intended only as a brief outline of potential manners
in which the Moonlight Balloon may be utilized.
The essential components of the Moonlight Balloon/mobile light system
are: a balloon (fluorescent), special lamp (halogen or hark), control unit,
helium bottle, and generator for mobile application.
With all Moonlight Balloon types, operations start and work as follows:
1. At first the fluorescent tube is tested via the control unit
so that a possible exchange can be effected before the Balloon
is filled with helium;
2. The Balloon is filled with helium via the control unit. When
the necessary pressure is attained, the control unit
automatically interrupts the filling process and
3. The Balloon is placed in the right position above ground (at
10 to 125 feet above ground according to Balloon type).
Thereafter, the lamp inside the envelope is switched on and
operated by the generator or via conventional current.
The Company currently offers approximately four different types of
Moonlight Balloons; each type varying as a result of (a) Balloon size, (b) bulb
wattage, (c) area of illumination, (d) number of foot placement above ground,
and/or (e) length of time of service between necessary helium filling (with
helium/filling time different dependent upon size of Balloon). For instance, the
Company's type A portable unit with generator for field operation has the
following approximate specifications as compared to its type C unit for
professional applications.
<TABLE>
<CAPTION>
Description Type A Type C
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<S> <C> <C>
Balloon: 4 feet 7 feet
Halogen lamp: 300 watt 1200 watt
Service height: Hand-guided up to 10 feet 50 feet
Set up time: 1 minute 5 minutes
Illuminated area: 4,900 sq. ft. 215,000 sq. ft.
Max. time of service: 8 hours 72 hours
</TABLE>
The type A portable unit weighs approximately 44 pounds and,
accordingly, is quite appropriate for repositioning in untracked or unlit
terrain. The Company's type B portable unit is substantially identical to above
indicated type A excepting for its packaging and its being trolley mounted,
thereby allowing for application on ships, rescue vehicles, aircraft and other
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mobile units. It is also excellently suited for marking of accident sites on
roads quickly and efficiently and has been demonstrated to both police and
various rescue services for such applications as road-blocks and frontier border
guarding. The type C unit described above is intended to be sold or rented to
companies or governmental institutions to be utilized for activities which can
be adapted to night work activities in such areas as surface and civil
engineering, road construction and maintenance, and tracklaying/line
construction.
The Company also has a type D unit for promotional and rental purposes
with a Balloon size of approximately 13 to 16 feet with a service height of
approximately 114 feet and dependent upon type of hark lamp utilized (i.e.
2,500, 6,000 or 18,000 watt) can illuminate different sized areas (36,000,
120,000 and 420,000 square yards respectively). The type D unit is intended to
offer new possibilities for visual promotion at night in an effort to sell
advertising space throughout evening events (thereby intending to initiate and
establish a new type of corporate promotion events, primarily for the consumer
goods industry). The Company also intends to rent its Moonlight Balloon as a
mobile luminous advertising source permitting the advertiser to call attention
to itself and/or its products through utilization of the Balloon at such
campaigns as sports events and outdoor concerts.
Balloon quality management is subject to ISO 9001, while operation of
the fluorescent balloon corresponds to safety standard JP 97 and the control
unit corresponds to safety standard JP 65. Helium utilized is non-explosive and
non-toxic.
COMPETITION
Management of the Company is not aware of any other company within or
without the United States which is currently offering the form of state of art
technology offered by the Company with respect to the patented technology
utilizing helium filled balloons discussed herein. The Company believes that the
licenses received by it in November 1995 (as heretofore discussed) and the
patents related thereto - all for which the Company holds exclusive worldwide
field-of-use license rights - provides the Company with a competitive advantage
over other companies that might wish to provide similar services.
Notwithstanding the aforesaid licenses, the Company believes that, especially if
successful, it will face substantial and significant competition from many
companies, it being anticipated that many of such companies may have greater
financial and other resources than the Company and may be in a position to
develop competitive technologies (notwithstanding the aforesaid patent rights),
i.e. while the aforesaid patents afford the Company a great deal of protection
against competitors copying or duplicating its technology, such potential
competitors may nevertheless be in a position to develop other technology and/or
methods placing them in a position to offer products that may be competitive
with those offered by the Company. Accordingly, while the Company intends to
continue to rely upon the protection afforded to it pursuant to its license
agreements (and underlying patents) so as to maintain a competitive advantage,
it is expected that, in the future (and as competition develops and becomes more
intense) it will have to rely upon its particular expertise and experience as
well as the effectiveness of the Moonlight Balloon in providing a high quality
of lighting and will have to similarly rely upon its efforts to conduct an
effective marketing and promotion program for Company products.
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RECENT DEVELOPMENTS
Owing to the fact that a number of important events have occurred since
the Company's business purposes entirely changed in November 1995 and further
owing to the fact that such important events occurred both shortly prior to and
to a significant degree subsequent to the close of the Company's December 31,
1995 calendar year, the following is intended as a brief summary of such events
and is qualified in its entirety by reference to the underlying documents
referred to therein.
(a) In its on-going efforts to commercialize the line of unique
helium-filled balloons providing (as heretofore indicated) non-dazzling
luminosity with an extremely low energy consumption, the Company has entered
into a License agreement (in April 1996) with Golf Lite, Inc. ("Golf"), whereby
Golf has obtained an exclusive field-of-use license to utilize certain
proprietary information and technology, including patents rights throughout the
term of such Agreement with such use being expressly limited to exclusive
worldwide license to sell the Company helium balloons/light source products to
golf courses only. In exchange therefore the Company is to receive the sum of
$1,000,000 as a non-refundable one-time licensing fee and an initial $100,000
payment was received by the Company in September of 1996 with the balance of
$900,000 being due and payable, pursuant to promissory note (bearing interest at
the rate of 5% per annum) on or before April 30, 1998. Amongst other related
matters, the License Agreement provides for the Company to receive an on-going
15% royalty fee on gross revenues of the Company balloon sales made by Golf
throughout the term of the Agreement and certain additional payments based upon
gross income derived from any and all revenues received as a result of
installation of Company products by Golf including any and all publicity,
endorsement and/or contracts which may generate revenues as a result of such
installation.
The License is perpetual or until the propriety information (defined to
include patented and patentable inventions, technical know-how and rights,
including trademark rights) becomes public and there are no further outstanding
patent rights. Under the License, Golf has the right to sublicense the rights
granted to it by the Company. Failure on the part of Golf to make the required
payments on a timely basis will result in loss of exclusivity of the License
unless cured within 30 days after receiving notice of failure.
Golf may be considered to be an affiliate of the Company by virtue of
the fact that the Company's President (Werner Heim) is President, a director and
a principal stockholder of Golf; Golf having been incorporated in the State of
New Jersey in February of 1996.
Aside from the aforementioned one-time licensing fee all other payments
as may be made to the Company by Golf are dependent upon Golf's ability to
commercially exploit the License granted to it within its parameters (i.e., for
utilization by golf courses). While golf driving ranges and a limited number of
golf courses are lighted for nighttime activity, the Company's (and accordingly
Golf's) concept of utilizing large helium filled balloons to light entire golf
courses at night is considered by management to be unprecedented. Accordingly,
there can be no assurance that night time golf will be popular or successful nor
that (a) a sufficient number of
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golfers will choose to play golf at night or (b) a sufficient number of golf
courses will choose to utilize the Company's balloons. Absent Golf's ability to
commercially exploit the License, fees to the Company (exclusive of the
aforementioned licensing fee) will be limited.
(b) Effective as of July 1, 1996 the Company entered into an exclusive
five year (with option for extension) distributorship agreement with a leading
German carbon gas and helium producer, Carba Holding AG ("Carba"), to market
proprietary helium-filled lighting balloons and operating accessories developed
by the Company. Under the terms of the agreement, Carba is to provide customers
with special helium-filled cylinders and subsequently assure their proper
replacement, while the Company will be responsible for the manufacture and
assembly of all other system components: the balloons themselves, spring
regulated telescopic supports, halogen or hark lamps and hand-held control
units.
Carba, a 30% owned subsidiary of Air Liquid, one of the largest French
industrial conglomerates and one of the five largest helium producers worldwide,
provides to the Company a highly beneficial link with helium production allowing
the Company to offer its customers superior product maintenance and enabling it
to add bottle resellers as an integral part of its distribution network.
Pursuant to the terms of the agreement, Carba is to purchase the
products from the Company at a pre-determined and agreed upon price and
thereafter resell them on its own account, setting the retail price levels at
its own discretion. The exclusivity terms - presuming minimum sales volume of
600 units in the first 18 months with at least 20% annual growth thereafter -
cover the territories of Switzerland and Liechtenstein (with possible extension
to other regions in the future) and include the full responsibility of Carba for
promotional and advertising activity in these territories, in which Carba is
committed to allocate not less than 1.5% of revenues generated from the sale of
this minimal yearly quantity. Carba is also obligated to take upon itself all
duties connected with the guarantee for defective products and organize for this
purpose a network of after-sale service in the above mentioned territories.
The Company is required to provide Carba with some promotional
material, demonstration units and may offer certain discounts (of approximately
2%) in consideration for the after-sale servicing of its products. The Company
will also assume the costs related to inspections and will undertake such
measures as are necessary to eventually obtain any ISO certificate(s). The
Company is entitled to receive a 5% royalty for all helium sold by Carba to the
balloon's purchasers. Assuming substantial balloons purchased (of which there
can be no assurance), a high volume of helium replacement orders would in all
probability occur thereby creating royalties so as to generate an additional
revenue source for the Company.
Moonlight balloons (as heretofore described) are capable of floating
above ground by proper lifting power, and provide a non-dazzling luminosity with
a low energy consumption. They have a quick employability (1-5 minutes) and
compact packaging. Having these characteristics and a number of what management
considers to be unique features - resulting from an extensive 4-year R&D program
with substantial monetary expenditures - these balloons have
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varied potential for utilization worldwide.
As an exclusive distributor, Carba is expected to market these products
in Switzerland and Liechtenstein to a vast array of customers, including
government or quasi-government institutions, private companies and international
organizations which carry out large or small scale night operations, such as
search and rescue, disaster relief, road and industrial construction, police
surveillance and accident site lighting and related activities. At the same
time, the exclusivity granted by the Company to Carba does not cover another
major area of the balloon's application, namely its use as a promotional tool.
Under the terms of the agreement, the Company retains all the rights to sell or
lease its products, on its own or through third party agents, to any customer
wishing to use them for publicity, advertising, and sales promotions.
The Company has filed applications to patent its products in various
countries and has registered the trademark "Moonlight" in a number of nations.
Under the terms of the agreement with Carba, all Company rights on the invention
patent, on filing of patents and on the know-how pertaining to its products
remain its own exclusive property, and Carba is restricted from filing competing
patents and/or registering similar trademarks.
There can be no assurance that each or all of the aims and goals
indicated directly above can be achieved within the foreseeable future, if ever,
or that the necessary expenditures inherent in attempting to achieve such goals
will result in sufficient revenues so as to justify the time and effort involved
as well as the expenditure incurred.
ITEM 2. DESCRIPTION OF PROPERTY
The Company's U.S. offices are located at One Evertrust Plaza, Jersey
City, New Jersey 07302 and its telephone number is 718-646-4175. Additionally
the Company's wholly owned Swiss subsidiary, Moonlight SA, maintains an office
overseas at Residenza 51, 6528 Camorino, Switzerland and its telephone number is
011 41 91 857 8401.
ITEM 3. LEGAL PROCEEDINGS
The Company is not presently a part to any material litigation nor, to
the knowledge of management, is any material litigation threatened.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company has not held an annual meeting of stockholders for calendar
years ended December 31, 1994 or December 31, 1995 and while it does currently
intend to hold an annual meeting of stockholders for its calendar year ended
December 31, 1996 it has not, as yet, formalized any specific plans as to any
proposed date for such meeting (although it is anticipated that same shall be
held within 90 to 120 days from the close if its calendar year).
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
(a) Marketing Information. The following table sets forth, for the
periods indicated, the range of high and low bid prices on the dates indicated
for the Company's securities indicated below for each full quarterly period
within the two most recent calendar years (if applicable) and any subsequent
interim period for which financial statements are included and/or required to be
included.
<TABLE>
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Calendar Year Ended December 31, 1994 Quarterly Common Stock Price
By Quarter Ranges (1)
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Quarter Date High Low
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1st March 31, 1994 $ (2) $ (2)
2nd June 30, 1994 $ (2) $ (2)
3rd September 31, 1994 $ (2) $ (2)
4th December 31, 1994 $ (2) $ (2)
</TABLE>
<TABLE>
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Calendar Year Ended December 31, 1995 Quarterly Common Stock Price
By Quarter Ranges (1)
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Quarter Date High Low
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1st March 31, 1995 $ (2) $ (2)
2nd June 30, 1995 $5.00 $3.50
3rd September 31, 1995 $4.00 $3.00
4th December 31, 1995 $4.00 $2.00
</TABLE>
<TABLE>
<CAPTION>
Calendar Year Ended December 31, 1996 Quarterly Common Stock Price
By Quarter Ranges (1)
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Quarter Date High Low
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1st March 31, 1996 $4.625 $1.875
2nd June 30, 1996 $5.25 $4.625
3rd September 31, 1996 $5.50 $3.50
</TABLE>
(1) The existence of limited or sporadic quotations should not of itself be
deemed to constitute an "established public trading market". To the
extent that limited trading in the Company's Common Stock has taken
place, such transactions have been limited to the over-the-counter
market (except as otherwise may be indicated hereinafter). All prices
indicated herein are as reported to the Company by broker-dealer(s)
making a market in its securities in the National Quotation Data
Service ("pink sheets") and/or in the Electronic Over-the-Counter
Bulletin Board (the latter under the symbol LYTE). The aforesaid
securities were not traded or quoted on any automated quotation system
(other than as may be indicated herein). The over-the-counter market
quotes indicated above reflect inter-dealer prices, without retail
mark-up, mark-down or commission, and may not necessarily represent
actual transactions.
(2) The Company has been unable to obtain any reliable stock price quotes
for the periods indicated. The first printed quotation it has been able
to receive has been as of April 7, 1995, shortly after the submission
of a Rule 15c2-11 application to the NASD under the Securities Exchange
Act of 1934 was cleared (on April 5, 1996) on the Electronic
Over-the-Counter Bulletin Board under the Company's then symbol CPNW.
Since such date trading has continued on a sporadic basis with limited,
if any, traded volume.
12
<PAGE> 13
(b) Holders. As of November 12, 1996 the approximate number of
stockholders of the Company's Common Stock (as indicated on its transfer agent's
November 12, 1996 certified list of stockholders) amounted to 65 persons and/or
firms (inclusive of those brokerage firms and/or clearing houses and/or
depository companies holding the Company's securities for their respective
clientele - each such brokerage house, clearing house and/or depository firm
being considered as one record holder). The exact number of beneficial owners of
the Company's securities is not known but would necessarily exceed the number of
record owners indicated above in that brokerage firms and/or clearing house
and/or depository companies are normally record owners for presumably any number
of unidentified beneficial owners.
(c) Dividends. The payment by the Company of dividends, if any, in the
future rests within the discretion of its Board of Directors and will depend,
among other things, upon the Company's earnings, its capital requirements and
its financial condition, as well as other relevant factors. The Company has not
paid or declared any dividends upon its Common Stock since its inception and, by
reason of its present financial status and its contemplated financial
requirements , does not contemplate or anticipate paying any dividends upon its
Common Stock in the foreseeable future.
ITEM 6. PLAN OF OPERATION
Background
Owing to the fact that the Company discontinued all operations as
related to its then commercial offset printing business in late October 1995 and
that all then officers and directors resigned and were replaced by the Company's
current officers and directors and further owing to the fact that activities
involving the Moonlight Balloon relate to license agreements entered into in
November 1995 and activities regarding commercial application of such license
agreements commenced immediately thereafter the Company's Plan of Operations for
calendar year 1996 wholly revolves around those activities indicated in Item 1
hereof (specifically with respect to the aforesaid license agreements and
commercial application of rights granted thereunder, the Moonlight Balloon and
most recently those activities undertaken to commercialize the Moonlight
Balloon, its technology and attributes through (a) an April 1996 license
agreement limited to golf course applications and (b) a July 1996 exclusive five
year distributorship agreement (for Switzerland and Liechtenstein) with Carba
Holding AG, a major German carbon gas and helium producer. See also Item 1
Description of Business - Recent Developments.
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 as of October 15, 1996).
13
<PAGE> 14
Consolidated Balance Sheet
Total Assets of the Company at year ended December 31, 1995 were
$5,913,715 with current assets amounting to $108,141 and with a substantial
portion of such total assets being attributable to certain License agreements
valued at $5,488,333.
Total Current Liabilities of the Company at year ended December 31,
1995 were $3,111,962 of which $3,000,000 represented note payable - Licensor. As
of October 15, 1996 this note has been paid in full.
At December 31, 1995 there were no long term liabilities.
Working capital at December 31, 1995 was $(3,003,821) primarily
attributable to the aforesaid $3,000,000 note payable (since paid in full).
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 to stockholders' equity at
December 31, 1995 was $2,721.
Consolidated Statement of Operation
No comparative information for any applicable periods appears in the
Company's Consolidated Statement of Operations and 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 post October
25, 1995 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 the Company's 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-Shores 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
14
<PAGE> 15
Regulations under the Securities Act of 1933.
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.
ITEM 7. FINANCIAL STATEMENTS
The following financial statements have been prepared in accordance
with the requirements of Regulation S-B and supplementary financial information
included herein, if any, has been prepared in accordance with Item 302 of
Regulation S-K, such information appears on pages F-1 through F-9 inclusive for
calendar year ended December 31, 1995 of this Form 10- KSB, which pages follow
this page.
MOONLIGHT INTERNATIONAL CORP.
----------------------------
DECEMBER 31, 1995
-----------------
CONTENTS
--------
<TABLE>
<CAPTION>
Page
----
<S> <C>
Independent Auditor's Report F-1
Consolidated Balance Sheet F-2
Consolidated Statement of Operations F-3
Consolidated Statement of Shareholders' Equity F-4
Consolidated Statement of Cash Flows F-5
Notes to Consolidated Financial Statements F-6 -F-9
</TABLE>
15
<PAGE> 16
INDEPENDENT AUDITOR'S REPORT
Board of Directors and Stockholders
Moonlight International Corp.
We have audited the accompanying consolidated balance sheet of
Moonlight International Corp. (a development stage company) as of December 31,
1995 and the related consolidated statements of operations, shareholders' equity
and cash flows for the year ended December 31, 1994 and for the periods January
1, 1995 to October 25, 1995 and October 25, 1995 to December 31, 1995. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
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, such consolidated financial statements present fairly,
in all material respects, the consolidated financial position of Moonlight
International Corp. at December 31, 1995 and the consolidated results of their
operations and their cash flows for the year ended December 1994 and for the
periods January 1, 1995 to October 25, 1995 and October 25, 1995 to December 31,
1995.
ALLEN G. ROTH, P.A.
New York, New York
November 1, 1996
F1
<PAGE> 17
MOONLIGHT INTERNATIONAL CORP.
A Development Stage Company
Consolidated Balance Sheet
December 31, 1995
<TABLE>
<CAPTION>
ASSETS
<S> <C>
CURRENT ASSETS:
Cash $ 102,650
Prepaid expenses and other assets 5,491
-----------
TOTAL CURRENT ASSETS 108,141
PROPERTY AND EQUIPMENT 308,907
LICENSING AGREEMENTS, less accumulated
amortization of $61,667 5,488,333
ORGANIZATION EXPENSE, less accumulated
amortization of $287 8,334
-----------
$ 5,913,715
===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities $ 111,962
Note payable - licensors 3,000,000
-----------
TOTAL CURRENT LIABILITIES $ 3,111,962
-----------
COMMITMENT
SHAREHOLDERS' EQUITY:
Common stock, par value $.0001;
authorized 25,000,000 shares;
issued and outstanding 8,000,000
shares 800
Additional paid-in capital 3,398,652
Accumulated deficit (461,353)
Deficit accumulated during the
development stage (139,067)
Foreign currency translation adjustment 2,721
-----------
TOTAL SHAREHOLDERS' EQUITY 2,801,753
-----------
$ 5,913,715
===========
</TABLE>
See notes to financial statements.
F2
<PAGE> 18
MOONLIGHT INTERNATIONAL CORP.
A Development Stage Company
Consolidated Statement of Operations
<TABLE>
<CAPTION>
October 25, 1995 January 1, 1995
to to Year Ended
December 31,1995 October 25, December 31,
(a) 1995 1994
----------- ----------- -----------
<S> <C> <C> <C>
REVENUES $ -- $ -- $ --
OPERATING EXPENSES:
General and administrative 52,866 105,501 900
Amortization 61,954 -- --
----------- ----------- -----------
114,820 105,501 900
----------- ----------- -----------
OPERATING LOSS (114,820) (105,501) (900)
INTEREST EXPENSE 24,247 -- --
----------- ----------- -----------
LOSS BEFORE DISCONTINUED
OPERATIONS (139,067) (105,501) (900)
----------- ----------- -----------
DISCONTINUED OPERATIONS:
Loss from discontinued operations -- 232,865 12,796
Loss on disposal of net assets of
discontinued operations -- 27,339 --
----------- ----------- -----------
-- (260,204) (12,796)
----------- ----------- -----------
NET LOSS $ (139,067) $ (365,705) $ (13,696)
=========== =========== ===========
LOSS PER SHARE:
Continuing operations $ (.02) $ (.01) $ ( -0-)
Discontinued operations -- (.03) ( -0-)
----------- ----------- -----------
Net loss $ (.02) $ (.04) $ ( -0-)
=========== =========== ===========
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 7,742,647 10,000,000 10,000,000
=========== =========== ===========
</TABLE>
(a) Development Stage Period
See notes to financial statements.
F3
<PAGE> 19
MOONLIGHT INTERNATIONAL CORP.
A Development Stage Company
Consolidated Statement of Shareholders' Equity
<TABLE>
<CAPTION>
Deficit
Accumulated Foreign
Additional During the Currency
Common Stock Paid-In Accumulated Development Translation
Shares Amount Capital Deficit Stage Adjustment
------ ------ ------- ------- ----- ----------
<S> <C> <C> <C> <C> <C> <C>
Balance, January 1, 1994 10,000,000 $ 1,000 $ 80,952 $ (81,952) $ - $ -
Shareholder loans contributed
to capital - - 75,000 - - -
Net loss - - - (13,696) - -
----------- ------- ---------- --------- --------- ------
Balance, December 31, 1994 10,000,000 1,000 155,952 (95,648) - -
Retirement of common shares (7,600,000) (760) 760 - - -
Issuance of common shares:
license acquisitions 5,100,000 510 2,549,490 - - -
cash 500,000 50 494,450 - - -
Shareholder loans contributed
to capital - - 198,000 - - -
Translation adjustment - - - - - 2,721
Net loss - - - (365,705) (139,067) -
----------- ------- ---------- --------- --------- ------
Balance, December 31, 1995 8,000,000 $ 800 $3,398,652 $(461,353) $(139,067) $2,721
=========== ======= ========== ========= ========= ======
</TABLE>
See notes to financial statements.
F4
<PAGE> 20
MOONLIGHT INTERNATIONAL CORP.
A Development Stage Company
Consolidated Statement of Cash Flows
<TABLE>
<CAPTION>
October 25, 1995 January 1, 1995 Year Ended
to to December 31,
December 31, 1995(a) October 25, 1995 1994
-------------------- ---------------- ----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (139,067) $(365,705) $(13,696)
Adjustments to reconcile net loss to net cash used
in operating activities:
Loss from discontinued operations - 232,865 12,796
Loss on disposal of net assets of discontinued operations - 27,339 -
Amortization 61,954 - -
Changes in assets and liabilities:
Prepaid and other assets (5,491) - -
Accounts payable and accrued liabilities 5,561 105,501 900
Organization expense (8,621) - -
----------- --------- --------
NET CASH USED IN OPERATING ACTIVITIES (85,664) - -
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment (308,907) - -
Advances to subsidiaries - (198,000) (75,000)
CASH FLOWS FROM FINANCING ACTIVITIES
Loans received from shareholders - 198,000 75,000
Net proceeds from issuance of common shares 494,500 - -
EFFECT OF EXCHANGE RATE CHANGES ON CASH 2,721 - -
----------- --------- --------
NET INCREASE IN CASH 102,650 - -
CASH - BEGINNING OF PERIOD - - -
----------- --------- --------
CASH - END OF PERIOD $ 102,650 $ - $ -
----------- --------- --------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest None None None
Income taxes None None None
Non-cash investing and financing activities:
Issuance of purchase money note to acquire licenses $ 3,000,000 None None
Issuance of common shares to acquire licenses $ 2,550,000 None None
</TABLE>
(a) Development stage period.
See notes to financial statements.
F5
<PAGE> 21
MOONLIGHT INTERNATIONAL CORP.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995
1. DESCRIPTION OF BUSINESS
Moonlight International Corp. (the "Company"), formerly
Compucolor Network Ltd. is presently engaged in the development of
production, marketing and distribution capabilities for its helium
filled balloons designed to provide high luminosity without requiring
high energy consumption.
On October 25, 1995 the Company ceased its multi-color
printing operations and concurrently disposed of all the net assets
relating to such operations.
In November of 1995 the Company acquired exclusive "field of
use" worldwide rights, including patent rights, to the illumination
technology referred to above. The Company was in the development stage
from October 25, 1995 to December 31, 1995.
2. SIGNIFICANT ACCOUNTING POLICIES
Principles of consolidation
The accompanying consolidated financial statements include the
accounts of the Company and its wholly owned Swiss subsidiary,
commencing October 25, 1995. All intercompany transactions and balances
have been eliminated in consolidation.
Property and equipment and depreciation
Property and equipment consist primarily of machinery and
equipment and are recorded at cost. Depreciation is provided by the
straight line method over ten years commencing when such assets are put
into service. At December 31, 1995 no depreciation was provided.
Amortization of license agreements
Amortization is provided over fifteen years, the estimated
useful lives of such assets.
Use of estimates
Management uses estimates and assumptions in preparing
financial statements. These estimates and assumptions affect the
reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities and the reported revenues and
expenses.
F6
<PAGE> 22
MOONLIGHT INTERNATIONAL CORP.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995
2. SIGNIFICANT ACCOUNTING POLICIES (Continued)
Fair value of financial instruments
The Company measures its financial assets and liabilities in
accordance with generally accepted accounting principles. The carrying
values of the Company's financial instruments, including cash, accounts
payable and accrued expenses and note payable approximate fair value
due to their short maturities.
Expenses related to sales of securities
All costs incurred in connection with the sale of the
Company's common shares were charged to additional paid-in capital.
Foreign currency translation
All assets and liabilities of the foreign subsidiary are
translated at year-end exchange rates while revenues and expenses are
translated at the average rates of exchange prevailing throughout the
period. Gains and losses resulting from foreign currency translation
are accumulated as a separate component of shareholders' equity.
Loss per share
Net loss per common share is based on the weighted average
number of shares outstanding during each period.
3. LICENSING AGREEMENTS
In November, 1995 the Company entered into two separate
licensing agreements with two separate Isle of Man corporations as
follows:
(a) License Agreement with Edgedale Limited
("Edgedale") for the exclusive field-of-use worldwide rights to utilize
certain proprietary information including patent rights in exchange for
the issuance by the Company to Edgedale of 2,100,000 shares of Company
common stock valued at $1,050,000.
(b) License Agreement with Cootows Consultants
Limited ("Cootows") for the exclusive field-of-use worldwide rights to
utilize certain proprietary information including patent rights in
exchange for (i) the issuance by the Company to Cootows of
F7
<PAGE> 23
MOONLIGHT INTERNATIONAL CORP.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995
3. LICENSING AGREEMENTS (Continued)
3,000,000 shares of Company common stock valued at $1,500,000 and (ii)
the payment by the Company of a one time $3,000,000 license fee with
interest at the rate of 5% per annum. The financial statements included
accrued interest of $24,247 payable at December 31, 1995. The note was
paid in full on October 15, 1996.
Each of the license agreements referred to above is for an
indefinite term or until all of the proprietary information becomes
public knowledge and the patent rights expire.
The Company has also entered into a Consulting Agreement with
Cootows pursuant to which Cootows has agreed to act as the Company's
consultant for a period of 10 years during which period of time Cootows
shall consult with and advise the Company in connection with matters
relating to the license agreement technology. The Company has agreed to
pay Cootows the sum of $200,000 per annum in equal monthly installments
through November 2006. The financial statements included accrued
consulting fees of $32,222 payable at December 31, 1995.
4. RELATED PARTY TRANSACTIONS
The Company incurred costs of $25,000 for services rendered by
a shareholder in connection with the sale of its securities.
5. COMMITMENTS
The Company is obligated under an informal agreement to
purchase machinery and equipment approximating $900,000.
6. SUBSEQUENT EVENTS
(a) In March, 1996 the Company's Board of Directors adopted a
1996 Non-Statutory Stock Option Plan ("Plan") and reserved 2,000,000
shares for issuance to eligible participants. Options are
non-transferrable and those issued to date are exercisable during a
term of not more than five years from the grant date (although the Plan
permits a term of up to ten years). The options are issuable in such
amounts and at such prices as determined by the Board of Directors,
except that each option price of each grant will not be less than
twenty percent of the market value of such shares on the date the
options are granted.
F8
<PAGE> 24
MOONLIGHT INTERNATIONAL CORP.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995
6. SUBSEQUENT EVENTS (Continued)
The following summarizes common stock options as of November 1, 1996
<TABLE>
<CAPTION>
Exercise Price Options Options Options
Date Granted Per Share Granted Exercised Outstanding
------------ --------- ------- --------- -----------
<S> <C> <C> <C> <C>
March 31, 1996 $2.00 1,190,000 -0- 1,190,000
</TABLE>
(b) During the period from January 26, 1996 to October 17,
1996 the Company sold 2,032,200 shares of its common stock for a gross
cash consideration approximating $6,100,000.
F9
<PAGE> 25
ITEM 8. CHANGES IN THE AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
No disagreements with accountants on accounting and financial
disclosure matters existed during the Company's calendar year ended December 31,
1995. Notwithstanding the above, the Registrant did change its auditing firm
from Bederson & Company LLP to Allen G. Roth, P.A. and shall file a Form 8-K as
required. Bederson and Company LLP had acted as Company auditors at the time
when the Company was known as Compucolor Network Ltd. while Allen G. Roth, P.A.
has acted as Company auditor with respect to all activities resulting from
change of business purposes in November 1995 and corresponding change of
corporate name to the Company's current name.
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
The Directors and Executive Officers of the Company, as of November 12,
1996, were as follows:
<TABLE>
<CAPTION>
Name and Address Position(s) Held Age
- ---------------- ---------------- ---
<S> <C> <C>
Werner Heim President and Chairman of 63
Witikonerstrasse 311B the Board of Directors
CH-8053 Zurich
Switzerland
Leon Golden CFO, Secretary-Treasurer 34
135 Irwin Street and a Director
Brooklyn, NY 11235
</TABLE>
Certain officers and/or directors of the Company resigned - effective
October 25, 1995 from the positions held by them during calendar year 1995 as
follows and in accordance with certain terms and conditions contained in the
Asset and Stock Purchase Agreement referred to in Item 1 hereto (and in Form 8-K
with date of report of October 25, 1995). Such persons and the positions
formerly held by them, are as follows:
1. Tom Weitzman - President and Director
2. Mark Rosner - Executive Vice President, CFO, Secretary and Director
3. Sharon Nadel - Director
4. Kathleen Histon - Director
5. Americo Figliolini - Director
16
<PAGE> 26
None of the five persons indicated above hold any current position with
the Company. With respect to each of such individuals business backgrounds as
they existed prior to their resignations, reference is made to Amendment No. 1
to the Company's Form 10-SB Registration Statement at pages 10-11 thereof as
filed with the Securities and Exchange Commission on or about June 30, 1995.
None of the above resignations were as a result of any disagreements
with the Company on any matter relating to its operations, policies or
practices.
Directors are elected to serve until the next annual meeting of
stockholders and until their successors have been elected and have qualified.
Officers are appointed to serve until the meeting of the Board of Directors
following the next annual meeting of stockholders and until their successors
have been elected and have qualified.
WERNER HEIM has been a President and Chairman of the Board of Director of the
Company since October, 1995. Mr. Heim has approximately 30 years of experience
in international business development in high technology industries with a
background which includes participation within the following industries;
computer systems, biotechnology, microfiltration and environmental waste
processing. In addition to the positions that Mr. Heim currently holds with the
Company he currently serves as (a) President and Chairman of the Board of
Directors of Seiler Pollution Control Systems, Inc. ("SEPC"), an international
environmental service and equipment company and (b) a Director since November
1994 and Secretary-Treasurer since November 1995 of Odessa Foods International,
Inc. ("ODSA"), a firm engaged in the manufacture of sausage and related products
in Odessa, Ukraine. SEPC is currently publicly traded in the NASDAQ SmallCap
Market under the stock symbol SEPC while ODSA is currently trading on the
Electronic Over- the-Counter Bulletin Board under the stock symbol ODSA.
Securities owned of record and/or beneficially: -0- shares of Common Stock as of
November 12, 1996. On March 31, 1996 Mr. Heim was granted options to purchase up
to 250,000 shares of Company common stock exercisable at $2.00 per share in
accordance with the Company's 1996 Non-Statutory Stock Option Plan . Such
options are non transferable, expire five years from date of issuance and remain
unexercised as of November 12, 1996.
LEON GOLDEN has been CFO, Secretary-Treasurer and a Director of the Company
since October 1995. Mr. Golden has over ten years of experience in public
finance and is working for a public accounting firm in the United States. Mr.
Golden for the past few years has been specializing his financial experience in
the food industry. Additionally, Mr. Golden currently serves as President and a
Director of ODSA (see biographical information with respect to Werner Heim
appearing directly above).
Securities owned of record and/or beneficially: -0- shares of Common Stock as of
November 12, 1996.
17
<PAGE> 27
ITEM 10. EXECUTIVE COMPENSATION
Remuneration paid (and/or accrued, if applicable and so specifically
indicated) to current officers and/or directors of the Company during calendar
year ended December 31, 1995 is indicated in the chart appearing directly
hereinafter.
<TABLE>
<CAPTION>
Securities
Salaries, Fees, or Property, Aggregate of
Capacities Directors' Fees, Insurance Benefits Contingent
Name of In Which Commissions or Reimbursement, Forms of
Individual Served and Bonuses Personal Benefits Remuneration
- ---------- ------ ----------- ----------------- ------------
<S> <C> <C> <C> <C>
Werner Heim President and $ 15,262 (1) -0-
Chairman of the
Board of Directors
Leon Golden CFO, Secretary $ -0- -0- -0-
Treasurer and a
Director
Alfons Anderhub (2) $131,963 -0- -0-
</TABLE>
(1) On March 31, 1996 Mr. Heim was granted options to purchase up to
250,000 shares of Company common stock exercisable at $2.00 per
share. See also Item 9 hereof.
(2) Mr. Anderhub currently serves as President to the Company's wholly
owned subsidiary, Moonlight SA, located in Switzerland. Mr. Anderhub
has been a Director of ODSA since November, 1994 and has approximately
25 years of experience in construction and consulting of private and
industrial projects having developed various multi million dollar
projects in Switzerland. On March 31, 1996, Mr. Anderhub was granted
options to purchase up to 250,000 shares of Company common stock
exercisable at $2.00 per share.
During calendar year ended December 31, 1995 certain former officers
and/or directors of the Company, since resigned from all positions held (see
Part III, Item 9) received compensation from the Company as follows:
<TABLE>
<CAPTION>
Securities
Capacities Salaries, Fees, or Property, Aggregate of
In Which Directors' Fees, Insurance Benefits Contingent
Name of Formerly Commissions or Reimbursement, Forms of
Individual * Served and Bonuses Personal Benefits Remuneration
- ------------ ------ ----------- ----------------- ------------
<S> <C> <C> <C> <C>
Tom Weitzman President and Director $139,355 -0- -0-
Mark Rosner EVP, CFO, Secretary $139,355 -0- -0-
and a Director
Sharon Nadel A Director $ 45,800 -0- -0-
Kathleen Histon A Director $ -0- -0- -0-
Americo Figliolini A Director $30,800 -0- -0-
</TABLE>
* Each of these persons resigned from all positions held with the Company
on October 25, 1995 as reported in a Form 8-K of same date as filed
with the Securities and Exchange Commission on December 7, 1995.
18
<PAGE> 28
There are no current written employment agreements between the Company
and any of its officers and directors.
No compensation of any nature was paid to any director for services
rendered to the Company in such capacity excepting as indicated herein or for
repayment made, if any, for accountable expenses incurred on the Company's
behalf.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) Security Ownership of Certain Beneficial Owners - The following
persons and/or firms are known to the Company to be the beneficial owners of
more than 5% of the 9,662,200 shares of the Company's outstanding $.0001 par
value Common Stock as of November 12, 1996. To the best of the Company's
knowledge each individual and/or firm has beneficial ownership of the shares and
each individual and/or firm has sole voting power and sole investment power with
respect to the number of shares beneficially owned.
<TABLE>
<CAPTION>
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
---------------- -------------------- --------
<S> <C> <C>
Brookfield Associates Ltd. 2,020,000 20.91%
FL-9490 Vaduz
Liechtenstein
Cootows Consultants Limited 3,000,000 31.05%
26 Duke Street
Douglas Isle of Man
Great Britain
Edgedale Limited 2,100,000 21.73%
26 Duke Street
Douglas Isle of Man
Great Britain
</TABLE>
In addition, the only other record holder known by the Company to hold
more than five percent of the Company's Common stock is Cede & Co., P.O. Box
222, Bowling Green Station, New York, New York 10274. As of November 12, 1996
Cede & Co. held a total of 1,003,900 shares of the Company's Common Stock, which
represented 10.39% of the total number of shares outstanding. Cede & Co. is a
nominee of the Depository Trust Company, which held such shares of record on
behalf of various of its customers. The names of the beneficial owners of the
shares held by those stockholders are unknown to Management.
(b) Security Ownership of Management - The number and percentage of
shares of $.0001 par value Common Stock of the Company owned of record and
beneficially, by each current officer and director of the Company and by all
current officers and directors of the
19
<PAGE> 29
Company as a group, is as follows - as of November 12, 1996. To the best of the
Company's knowledge each individual has beneficial ownership of the shares and
each individual has sole voting power and sole investment power with respect to
the number of shares beneficially owned.
<TABLE>
<CAPTION>
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
---------------- -------------------- --------
<S> <C> <C>
Werner Heim -0- (1) -0-%
Witikonerstrasse 311B
CH-8053 Zurich
Switzerland
Leon Golden -0- -0-%
135 Irwin Street
Brooklyn, New York 11235
All Officers and Directors -0- -0-%
as a Group ( 2 persons)
</TABLE>
(1) Does not include 250,000 options issued on March 31, 1996 pursuant to
1996 Non- Statutory Stock Option Plan whereby Mr. Heim has the right to
purchase (for a period of 5 years from the date of grant) up to 250,000
shares of Company common stock at $2.00 per share.
(c) Security Ownership of Former Management - The number and percentage
of shares of $.0001 par value Common Stock of the Company owned of record and
beneficially, by each former officer and director of the Company (who served as
an officer and/or director during calendar year ended December 31, 1995 but no
longer serves as an officer and/or director of the Company as heretofore
indicated in Part III, Item 9) is as follows as of November 12, 1996. To the
best of the Company's knowledge each individual has beneficial ownership of the
shares and each individual has sole voting power and sole investment power with
respect to the number of shares beneficially owned.
<TABLE>
<CAPTION>
Name of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
- --------------------- -------------------- --------
<S> <C> <C>
Tom Weitzman 30,000 .31%
Mark Rosner 30,000 .31%
Sharon Nadel 5,000 .05%
Kathleen Histon -0- .00%
Americo Figliolini 50,000 .52%
</TABLE>
The Company does not know of any arrangement or pledge of its
securities by persons now considered in control of the Company that might result
in a change of control.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
For the calendar year ended December 31, 1995 there have not been any
material transactions between the Company and any director, executive officer,
security holder or any
20
<PAGE> 30
member of the immediate family of any of the aforementioned which exceeded
$60,000 other than as may be indicated in this Form 10-KSB and/or the audited
consolidated financial statements which are a part hereof.
ITEM 13. EXHIBITS, LIST AND REPORTS ON FORM 8-K
Reference is herewith made to page F-1 through F-9 inclusive of this
10-KSB with respect to the financial statements and notes thereto included
therein.
No exhibits are being filed with this Form 10-KSB.
During the last quarter of the Company's calendar year ended December
31, 1995 one Form 8-K was filed with date of report of October 25, 1995 (and
filed December 7, 1995). During the third quarter of calendar year ended
December 31, 1996 the Company filed a Form 8-K with the Securities and Exchange
Commission on September 26, 1996 with date of report of August 27, 1996, which
Form 8-K indicated (at 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.
21
<PAGE> 31
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Moonlight International Corp.
By /s/ Werner Heim
---------------------------
Werner Heim, President
Date: November 18, 1996
In accordance with the Exchange act, This report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.
/s/ Werner Heim President and Dated: Nov. 18, 1996
- ---------------------- Chairman of the
Werner Heim Board of Directors
/s/ Leon Golden CFO, Secretary- Dated: Nov. 19, 1996
- ---------------------- Treasurer and a
Leon Golden Director
22
<PAGE> 32
SUPPLEMENTAL INFORMATION
Supplemental Information to be Furnished With Reports Filed Pursuant to
Section 15(d) of the Act by Registrants Which Have Not Registered Securities
Pursuant to Section 12 of the Act.
The Company has not held an annual meeting of stockholders for calendar
years ended December 31, 1994 or December 31, 1995 and while it does currently
intend to hold an annual meeting of stockholders for its calendar year ended
December 31, 1996 it has not, as yet, formalized any specific plans as to any
proposed date for such meeting (although it is anticipated that same shall be
held within 90 to 120 days from the close if its calendar year).
Four copies of all material to be mailed to stockholders with respect
to such Annual Meeting of Stockholders (when scheduled to be held) will be
furnished to the Securities and Exchange Commission but such documents, when
furnished, will not be deemed to be "filed" with the Securities and Exchange
Commission or otherwise subject to liabilities of Section 18 of the Act (except
to the extent that the Registrant specifically incorporates such material by
reference in any subsequent Form 10-KSB); it is expected that such documents
will consist of a Form of Proxy, Notice of Annual Meeting with Information
Statement as well as such schedules and/or exhibits as may be annexed thereto.
23
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 102,650
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 108,141
<PP&E> 308,907
<DEPRECIATION> 0
<TOTAL-ASSETS> 5,913,715
<CURRENT-LIABILITIES> 3,111,962
<BONDS> 0
0
0
<COMMON> 800
<OTHER-SE> 2,800,953
<TOTAL-LIABILITY-AND-EQUITY> 5,913,715
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 220,321
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 24,247
<INCOME-PRETAX> (244,568)
<INCOME-TAX> 0
<INCOME-CONTINUING> (244,568)
<DISCONTINUED> (260,204)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (504,772)
<EPS-PRIMARY> (.06)
<EPS-DILUTED> (.06)
</TABLE>
