UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
[X] ANNUAL REPORT UNDER OR OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended May 31, 2004
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[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______________________ to _____________
Commission file number 000-50776
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American Capital Holdings, Inc.
--------------------------------
(Name of small business issuer in its charter)
Florida 65-0895564
------ ----------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
100 Village Square Crossing, Suite 202 33410
Palm Beach Gardens, FL
------------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (561) 207-6395
Securities registered under Section 12(b) of the Exchange Act:
Title of each class Name of each exchange on which registered
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, par value $.0001 per share
---------------------------------------
(Title of class)
Check whether the issuer (1) filed all reports required to be filed by Section
or 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 the past 90 days. [ ] Yes [X] No
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B 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. [X]
Registrant's revenues for its most recent fiscal year: $0.
Aggregate market value of Registrant's voting and non-voting common equity held
by non-affiliates: Currently no trading market
Shares of Registrant's common stock outstanding as of May 31, 2004: 15,723,903
Transitional Small Business Disclosure Format (Check one): Yes ____; No _X__
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
History. American Capital Holdings, Inc. (the "Company") was incorporated in
the State of Florida on January 27, 1999 as U S Amateur Sports Company, a
wholly owned subsidiary of eCom eCom.com, Inc.("eCom") which trades on the
OTC/Bulletin Board under the symbol 'ECEC.' On March 24, 2003, the Company
changed its name to USA SportsNet Company, and recently changed its name to
American Capital Holdings, Inc. in connection with its spin off by eCom and its
acquisition of certain assets of a company formerly known as American Capital
Holdings, Inc. (now known as ACHI, Inc.) The Company's main office is located
at 100 Village Square Crossing, Suite 202, Palm Beach Gardens, Florida 33410,
and the telephone number is (561) 207-6395.
While a wholly owned subsidiary of eCom, the Company developed an e-commerce
Internet infrastructure. This product provided an affordable, user-friendly
technological platform and professional resources to facilitate web business
development. It also operated an on-line business as a test model, using
Company developed e-commerce concepts to sell sports products.
The Spin Off. The Company was one of ten wholly owned subsidiaries of eCom,
all with varying business plans. In recent years, eCom concluded that it did
not have the financial resources necessary to develop all of its ten business
units collectively. eCom decided to spin off its subsidiaries into independent
companies in the belief that independent companies, each with a distinct
business, would be better able to obtain necessary funding and develop their
business plans. This belief was based in part on eCom's experience with
potential business partners that sought involvement with only one of eCom's
subsidiaries, rather than involvement with the multi-faceted eCom.
On December 1, 2003, the Board of Directors of eCom approved the spin-off of
the Company. They voted to issue to the shareholders of eCom one share of the
Company for every one share of eCom owned as of the record date of January 5,
2004. Fractional shares are to be purchased by the Company. No payment will be
required of the eCom shareholders.
3
Pursuant to Staff Legal Bulletin No. 4 issued September 16, 1997, the SEC has
addressed the Division of Corporation Finance's views regarding whether the
registration requirements of Section 5 of the Securities Act of 1933 applies to
spin-offs. The Division has taken the view that the subsidiary does not have
to register a spin-off under the Securities Act when it meets certain
requirements.
1. The parent company's shareholders do not provide consideration for the
spun-off shares;
2. The spin-off is pro-rata to the parent company's shareholders;
3. The parent company provides adequate information about the spin-off and
the subsidiary to its shareholders and to the trading markets;
4. The parent company has a valid business purpose for the spin-off; and
5. If the parent company spins-off "restricted securities," it has held
those securities for at least two years.
The Company believes that the spin-off of ACH shares to the shareholders of
eCom meets the above requirements and does not have to register the spin-off
company under the Securities Act. As a result, the common shares to be issued
pursuant to the spin-off company may be issued without restriction except for
affiliates of eCom.
Acquisition from American Capital Holdings. After the spin off of the Company
was completed, the Company was presented with an opportunity to acquire certain
assets of American Capital Holdings, Inc. (now known as, and referred to
hereafter as ACHI) On January 12, 2004, the Company entered into an Asset
Purchase Agreement with ACHI whereby the Company agreed to acquire certain
assets of ACHI in return for the issuance of common stock of the Company in an
amount equal to 95% of the total ownership of the Company. In order to
accomplish this transaction, the Company effected a 20 to 1 reverse stock
split, which reduced its outstanding stock to 2,497,756 shares, and agreed to
issue to ACHI 49,955,112 shares. ACHI agreed to accept the issuance of
13,561,804 shares at closing, and assigned its right to receive the 13,561,804
shares to its principle, Barney A. Richmond, now the President of the Company.
The remaining 36,393,308 shares were reserved for issuance by the Company in
connection with future acquisitions and financings. The Company then changed
its name to American Capital Holdings, Inc., and ACHI changed its name to ACHI,
Inc. Of the 36,393,308 shares reserved for future issuance, 2,162,099 shares
have now been issued to the shareholders of Spaulding Ventures, LLC, in
replacement of shares of ACHI to be issued to Spaulding in connection with a
prior acquisition of assets by ACHI from Spaulding.
Assets Acquired from American Capital Holdings. The assets acquired from ACHI
consist primarily of approximately $10.8 million of investment interests in ten
developing companies (described below), approximately $5.3 million of
restricted securities, approximately $233,000 of marketable securities,
approximately $100,000 in cash, and proprietary investment programs known as
Energy Tax Incentive Preferred Securities ("ETIPS")and Guaranteed Principal
Insured Convertible Securities ("GPICS") which ACHI had developed See the
American Capital Holdings balance sheet included in the Financial Statements
section of this report.
4
Acquisition of Spaulding. On December 30, 2003, prior to the Company's
acquisition from ACHI, ACHI entered into a letter agreement with Spaulding
Ventures, LLC, pursuant to which ACHI agreed to acquire all of Spaulding's
assets in return for 2,093,351 shares of ACHI common stock, plus warrants to
purchase a total of 209,335 additional shares of ACHI common stock at a
purchase price of $6.00 per share. As part of its acquisition from ACHI of the
assets ACHI acquired from Spaulding, the Company has agreed to replace the
shares and warrants issued by ACHI with shares and warrants of the Company. In
order to facilitate the distribution of these securities by Spaulding to its
shareholders, the Company intends file a Registration Statement with the
Securities and Exchange Commission registering the distribution to Spaulding's
shareholders of both the acquisition shares and the shares to be issued upon
exercise of the warrants. American Capital has closed out the operations of
Spaulding Ventures.
Assets Acquired from Spaulding. The assets acquired by ACHI from Spaulding,
and subsequently acquired by the Company from ACHI, consist primarily of equity
ownership positions in ten developing companies. The companies included; Smart
Pill Holding Corp., Brilliant Roadways, Inc., @Visory, LLC., eSmokes, Inc.,
Efficien, Inc., IS Direct Agency, Inc., Solid Imaging, Ltd., Century Aerospace
Corporation., Traffic Engine, Inc. and Metroflex, Inc. (See Financial
Statement Footnote E)
Activity Since May 31, 2004. Since May 31, 2004, the Company's plan of
operation has changed significantly. The Company is currently focused on
providing solutions for unfunded government and private sector pension plan
liability. For a current description of the Company's plan of operation, see
"Description of Business" in the Company's Amended and Restated Registration
Statement on Form 10SB, as filed with the Securities and Exchange Commission on
January 11, 2005.
Employees. The Company currently has seven employees, none of which are full
time employees, since they all also provide services to affiliated companies.
RISK FACTORS
The risk factors discussed below could cause our actual results to differ
materially from those expressed in any forward-looking statements. See
"Forward-Looking Statements." Although we have attempted to list
comprehensively these important factors, we caution you that other factors may
in the future prove to be important in affecting our results of operations. New
factors emerge from time to time and it is not possible for us to predict all
of these factors, nor can we assess the impact of each such factor on the
business or the extent to which any factor, or combination of factors, may
cause actual results to differ materially from those contained in any forward-
looking statement.
The risks described below set forth what we believe to be the most material
risks associated with the purchase of our common stock. Before you invest in
our common stock, you should carefully consider these risk factors, as well as
the other information contained in this prospectus.
5
Lack of Operating History. We have not yet begun operations and have not
yet realized revenues or earnings from operations. We will sustain
initial operating expenses without corresponding revenues. This will
result in our incurring net operating losses until we can realize profits
from our proposed business operations.
Speculative Nature of the Company's Proposed Operations. The success of our
proposed plan of operation will depend primarily on our ability to sell the
proprietary products we have created. There can be no assurance that we will
be successful in these efforts.
Dividend Policy. We have not yet paid any dividends on our Common Stock.
Payment of dividends will be within the sole discretion of our Board of
Directors and will depend, among other factors, upon earnings, capital
requirements and the operating and financial condition of the Company. At the
present time, our anticipated financial capital requirements are such that we
intend to continue to follow a policy of retaining earnings in order to finance
the development of our business.
We Will Face Intense Competition. We are and will continue to be only one
participant in the business of selling life insurance backed financial
solutions. We will face competition from companies that have greater financial
resources, broader arrays of products, higher ratings and stronger financial
performance, which may impair our ability to retain existing customers, attract
new customers and maintain our profitability and financial strength. We operate
in a highly competitive industry. Many of our competitors are substantially
larger and enjoy substantially greater financial resources, broader and more
diversified product lines and more widespread agency relationships. Our
products can be expected to face competition with products sold by other
insurance companies, financial intermediaries and other institutions based on a
number of factors, including premium rates, policy terms and conditions,
service provided to distribution channels and policyholders, ratings by rating
agencies, reputation and commission structures.
Conflicts of Interest - General. Certain conflicts of interest may exist from
time to time between the Company and its officers and directors. They have
other business interests to which they devote their attention, and they will
continue to do so. As a result, conflicts of interest may arise that can be
resolved only through exercise of such judgment as is consistent with the
fiduciary duties of management to the Company.
No Public Market Currently Exists. Although we intend to apply for listing of
our Common Stock on the American Stock Exchange, there is currently no public
market for the Company's common stock. There can be no assurance, however,
that a market will in fact develop, or that a shareholder ever will be able to
sell his shares without considerable delay. If a market should develop, the
price may be highly volatile. Factors such as those discussed in this "Risk
Factors" section may have a significant impact upon the market price of the
Company's stock.
6
We may require additional capital to support sustained future growth which may
not be available when needed or may be available only on unfavorable terms.
Our long-term strategic capital requirements will depend on many factors
including the accumulated statutory earnings of our life subsidiaries and the
relationship between the statutory capital and surplus of our life subsidiaries
and (i) the rate of growth in sales of our products; and (ii) the levels of
credit risk and/or interest rate risk in our invested assets. To support long-
term capital requirements, we may need to increase or maintain the statutory
capital and surplus of our life subsidiaries through additional financings,
which could include debt, equity, financial reinsurance and/or other surplus
relief transactions. Such financings, if available at all, may be available
only on terms that are not favorable to us. In the case of additional equity
offerings, dilution to our shareholders could result, and/or such securities
may have rights, preferences and privileges that are senior to those of our
common stock. In the case of debt offerings or placements, the holders of the
debt will have rights preferences and privileges that are senior to those of
our common stock. If we cannot maintain adequate capital, we may be required to
limit growth, and such action could adversely affect our business, financial
condition and results of operations.
Changes in state and federal regulation may affect our profitability. We are
subject to regulation under applicable insurance statutes, including insurance
holding company statutes, in the various states in which our life subsidiaries
write insurance. Insurance regulation is intended to provide safeguards for
policyholders rather than to protect shareholders of insurance companies or
their holding companies. Regulators oversee matters relating to trade
practices, policy forms, claims practices, guaranty funds, types and amounts of
investments, reserve adequacy, insurer solvency, minimum amounts of capital and
surplus, transactions with related parties, changes in control and payment of
dividends.
State insurance regulators and the National Association of Insurance
Commissioners, or NAIC, continually reexamine existing laws and regulations,
and may impose changes in the future. Our life subsidiaries are subject to the
NAIC's risk-based capital requirements which are intended to be used by
insurance regulators as an early warning tool to identify deteriorating or
weakly capitalized insurance companies for the purpose of initiating regulatory
action. Our life subsidiaries also may be required, under solvency or guaranty
laws of most states in which they do business, to pay assessments up to certain
prescribed limits to fund policyholder losses or liabilities of insolvent
insurance companies. In addition, federal legislation and administrative
policies in several areas, including pension regulation, age and sex
discrimination, financial services regulation, securities regulation and
federal taxation, can significantly affect the insurance business. As increased
scrutiny has been placed upon the insurance regulatory framework, a number of
state legislatures have considered or enacted legislative proposals that alter,
and in many cases increase, state authority to regulate insurance companies and
holding company systems. The regulatory framework at the state and federal
level applicable to our insurance products is continuously evolving. The
changing regulatory framework could affect the design of such products and our
ability to sell certain products. Any changes in these laws and regulations
could materially and adversely affect our business, financial condition and
results of operations.
7
ITEM 2. DESCRIPTION OF PROPERTY.
The Company does not own any real property. The Company leases its
headquarters, consisting of approximately 1.022 square feet of office and
warehouse space located at 100 Village Square Crossings, Suite 202, Palm Beach
Gardens, Florida. The lease is for a term of one year, at a rental of $2,687
per month including sales tax.
ITEM 3. LEGAL PROCEEDINGS.
The Company is not a party to any legal proceedings, except for an Involuntary
Bankruptcy Petition filed by the Company against eCom, which proceeding is
pending in the Federal District Court in Broward County, Florida.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There were no matters submitted to a vote by the security holders during the
fiscal quarter ended May 31, 2004.
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
Market for Common Stock. There is currently no trading market for the
Company's Common Stock and there can be no assurance that any trading market
will ever develop or, if such a market does develop, that it will continue.
The Company intends to file a Registration Statement with the Securities and
Exchange Commission to register for resale certain shares previously issued,
and to register additional shares for sale in order to raise additional
capital. Upon effectiveness of the Registration Statement, the Company intends
to have its common stock listed for trading on the American Stock Exchange.
If, for any reason, the Company does not meet the qualifications for listing on
a major stock exchange, the Company's securities may be traded in the over-the-
counter ("OTC") market. The OTC market differs from national and regional stock
exchanges in that it (1) is not sited in a single location but operates through
communication of bids, offers and confirmations between broker-dealers and (2)
securities admitted to quotation are offered by one or more broker-dealers
rather than the "specialist" common to stock exchanges.
Security Holders. The Company has approximately 5,500 shareholders. The
Company has 1,621,209 shares subject to options, at an exercise price of $.01
per share.
Dividends. There have been no cash dividends declared or paid since the
Company was formed, and no dividends are contemplated to be paid in the
foreseeable future.
Recent Sales of Unregistered Securities. In February 2004, the Company issued
13,561,804 shares of its common stock to American Capital Holdings, Inc. in
connection with the Company's acquisition of certain assets from that company
(See "Description of Business - Acquisition of American Capital Holdings").
Inasmuch as American Capital Holdings had access to comprehensive information
about the Company, the shares were issued in reliance upon Section 4(2) of the
Securities Act. A legend was placed on the certificates stating that the
securities were not registered under the Securities Act and setting forth
appropriate restrictions on their transfer or sale.
8
ITEM 6. MANAGEMENT'S PLAN OF OPERATION.
We intend to use the financial products of our subsidiaries as solutions,
addressing the needs of governmental and private sector businesses regarding
unfunded pension liabilities and other post-employment benefit ("OPEB")
liabilities. We also plan to sell annuities and other insurance products,
through our subsidiaries, to both the public and private sectors. We also
intend to invest and/or sell our proprietary ETIPS(TM) and ETICS(TM) products
in the public marketplace.
Our GPACS products, which refers to both the Guaranteed Pension Accounting
Contract Solutions product and the Government Pension Accounting Contract
Solutions product, relate to a business method of adjusting the balance sheet
of a business or governmental organization, and particularly to a system for
organizing the unfunded obligations of the organization so that the liability
on the balance sheet becomes offset by an asset. The product also provides a
systematic investing capability to enhance the profitability of the
organization and the improved treatment of tax obligations.
GPACS was created in response to the General Accounting Standards Board
("GASB") Statement 45, which generally requires state and local governmental
employers to account for and report the annual cost of OPEB and the outstanding
obligations and commitments related to OPEB in essentially the same manner as
currently required pension obligations. Annual OPEB costs for most employers
will be based on actuarially determined amounts that, if paid on an ongoing
basis, generally would provide sufficient resources to pay benefits as they
come due. The provisions of Statement 45 do not require governments to fund
their OPEB plans. An employer may establish its OPEB liability at zero as of
the beginning of the initial year of implementation. However, the unfunded
actuarial liability is required to be amortized over future periods. Statement
45 is effective for periods beginning after December 15, 2006, 2007, or 2008,
depending on the size of the government entity based on annual revenues used
for GASB 34 implementation requirements.
In May of 2004, the GASB issued a corresponding "plan" statement, Statement 43
- Financial Reporting for Postemployement Benefit Plans Other than Pension
Plans. Statement 43 is effective one year prior to Statement 45. This statement
requires a statement of plan net assets, statement of changes in plan net
assets, schedule of funding progress, and schedule of employer contributions in
the stand-alone financial reports of OPEB plans, as well as in the financial
statements of governments having OPEB trust funds.
Actuarial services will be required one year earlier if the "plan" Statement 43
is applicable, unless an alternative measurement method is utilized. However,
the alternative measurement method is only an option for plans with a total
membership of fewer than one hundred. Many OPEB plans are currently paying
benefits on a pay-as-you-go basis. If a government does not have an acceptable
trust or equivalent arrangement established, actuarial valuations will not be
necessary until Statement 45 is effective. Establishing a trust may be an
option for funding OPEB benefits; employers should consider the impact of
required actuarial services.
9
Our GPICS(TM), ETIPS(TM) and ETICS(TM) products are each investment structures
designed to maximize the benefit of energy and equipment tax incentives, in
order to facilitate investment in energy related and other business enterprises.
An essential feature of these products is a guarantee of the principal invested,
as a result of the structuring of the investment.
Our plan of operation includes the underwriting of the insurance aspects of our
products through our subsidiaries. Pending approvals of our recent
acquisitions of Universe and Cosmopolitan, we will use third party insurance
carriers. However, upon receiving the approvals, which are expected in due
course, we will retain as much premium and commission money as possible within
our subsidiaries.
IS Direct currently sells primarily term and whole life insurance products.
However, upon the completion of our pending proposed acquisition of Universe,
the scope of products available for sale by IS Direct is expected to broaden.
Universe is a life insurance company which we expect to use to underwrite the
insurance policies required by our GPACS products.
Until 1998, Cosmopolitan was engaged exclusively in providing burial / final
expense insurance, and was operated as a small stipulated premium carrier in
association with the funeral home business. In 1998, Cosmopolitan was acquired
by Stephen E. Whitwell and Matt Lile, who implemented plans to grow the
company. In 1998 a dental insurance product was file-approved and marketing
commenced. Cosmopolitan also became involved in providing specific stop-loss
coverage for self-funded employer plans for which there was a retro-session
agreement. In 2001, Cosmopolitan introduced a new product, Employers Choice
Health Plan, referred to as ECHP. Recently, most of Cosmopolitan's revenues
have been realized from re-insurance assumed, while its dental product has been
a small but profitable segment for the company. Cosmopolitan sees great
opportunity for each product to expand and to have great growth potential with
the added authority by way of either obtaining Certificate of Authority in
additional jurisdictions or by affiliating with an issuing carrier with
authority in other jurisdictions to enter into a quota share agreement.
10
ITEM 7. FINANCIAL STATEMENTS.
FINANCIAL STATEMENTS
American Capital Holdings, Inc. May 31, 2004
INDEX - PART F/S
PAGE NO.
ITEM 1 FINANCIAL STATEMENTS
Independent Auditors' Report . . . . . . . . . . . . . F-2
Consolidated Balance Sheet
May 31, 2004 . . . . . . . . . . . . . . . . . . . . F-3
Consolidated Statement of Operations
For The Twelve Months Ended May 31, 2003 and 2004 . . F-4
Consolidated Statement of Changes in Shareholders' Equity
From June 1, 2003 Through May 31, 2004 . . . . . . . F-5
Consolidated Statement of Cash Flows
For The Twelve Months Ended May 31, 2003 and 2004 . . F-6
Notes to Consolidated Financial Statements . . . . . . F-8
F-1
Wieseneck, Andres & Company, P.A.
Certified Public Accountants
772 U. S. Highway 1, Suite 100
North Palm Beach, Florida 33408
(561) 626-0400
Thomas B. Andres, C.P.A.*, C.V.A. FAX (561) 626-3453
Paul M. Wieseneck, C.P.A.
*Regulated by the State of Florida
Independent Auditors' Report
To the Board of Directors and Stockholders
American Capital Holdings, Inc.
We have audited the accompanying consolidated balance sheet of American Capital
Holdings, Inc. as of May 31, 2004 and the related consolidated statements of
operations, changes in shareholders' equity and cash flows for the twelve
months ending May 31, 2003 and 2004. 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
audits.
We conducted our audits in accordance with standards established by the Public
Company Accounting Oversight Board (United States). 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
audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to in the first
paragraph present fairly, in all material respects, the consolidated financial
position of American Capital Holdings, Inc. as of May 31, 2004 and the results
of its consolidated operations and cash flows for the period from June 1, 2003
through May 31, 2004, in conformity with accounting principles generally
accepted in the United States of America.
/s/Wieseneck, Andres & Company, P.A.
North Palm Beach, Florida
November 10, 2004
F-2
AMERICAN CAPITAL HOLDINGS, INC.
CONSOLIDATED BALANCE SHEET
MAY 31, 2004
ASSETS
Current Assets
Cash and Cash Equivalents $ 22,614
Notes Receivable 138,952
Loans Receivable Related Parties (net) 27,067
Prepaid Expenses 87,197
Marketable Securities 2,963,178
------------
Total Current Assets 3,239,008
------------
Property and Equipment, net 43,472
------------
Other Assets
Intangible Assets, net 2,960,668
Goodwill 8,209,071
Security Deposit 3,110
------------
Total Other Assets 11,172,849
------------
TOTAL ASSETS $ 14,455,329
============
LIABILITIES & STOCKHOLDERS' EQUITY
Liabilities
Current Liabilities
Accounts Payable $ 27,806
Accrued Expenses 11,021
Loan Payable Related Party 57,681
Current Portion of Notes
and Loans Payable 834,977
------------
Total Current Liabilities 931,485
------------
Total Liabilities 931,485
------------
Stockholders' Equity
Common Stock $.0001 par value, 100 million
shares authorized, 15,723,903 shares issued
and outstanding, 1,300,000 shares unissued 1,702
Paid-in-Capital 14,686,363
Accumulated Deficit (651,224)
Accumulated Comprehensive Loss (512,997)
------------
Total Stockholders' Equity 13,523,844
TOTAL LIABILITIES & STOCHHOLDERS' EQUITY $ 14,455,329
============
See accompanying summary of accounting policies and notes to financial
statements.
F-3
AMERICAN CAPITAL HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED MAY 31, 2004 and 2003
2004 2003
_____________ ____________
Revenues
Net Sales $ - $ -
Cost of Sales (3,952) -
------------ ------------
Gross Profit (3,952) -
Operating Expenses
General and Administrative 122,647 -
Bad Debt 343,995 -
Sales and Marketing 13,391 -
Impairment Expense 6,493 -
------------ ------------
Total Operating Expenses 486,526 -
------------ ------------
Loss from Operations (490,478) -
------------ ------------
Other Income (Expense)
Interest Income 2,260 -
Interest Expense (23,006) -
Loss on Disposition of Common Stock (140,000) -
------------ ------------
Net Other Expenses (160,746) -
------------ ------------
Net Loss Before Other Comprehensive Losses (651,224) -
------------ ------------
Other Comprehensive Income / (Loss)
Unrealized Holding Loss During Period (537,604) -
Unrealized Holding Gain During Period 24,607) -
------------ ------------
Net Other Comprehensive Loss (512,997) -
------------ ------------
Net Loss $(1,164,221) $ 0
============ ============
Basic and Diluted
Net Loss Per Common Share $ (.18) $ .00
============ ============
Weighted Average Shares Outstanding 6,551,685 5
============ ============
See accompanying summary of accounting policies and notes to financial
statements.
F-4
AMERICAN CAPITAL HOLDINGS, INC.
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
FROM JUNE 1, 2003 THROUGH MAY 31, 2004
Number Add'l Paid
Of At Par in Capital Retained Accum. other Total
Shares Value & Treasury Earnings Comprehen- Stockholder
Issued $.0001 Stock (Loss) sive Inc. Equity
---------- ------ ----------- ---------- ---------- -----------
Balance,
May 31, 2003 5 $ 0 $ 0 $ 0 $ 0 $ 0
Cancellation of
Common Stock held
by eCom eCom (5) (0) (0) 0 0 0
Issuance of
Common Stock to
eCom eCom.com Inc.
shareholders 2,497,756 250 - - - 250
Issuance of
Common Stock
for the acquisition
of ACHI, Inc.
assets. 13,226,147 1,322 13,176,443 - - 13,177,765
Issuance of
Detachable warrants - - 10,050 - - 10,050
Purchase of
IS Direct Agency NY
for 800,000,
subscribed but
unissued shares - 80 999,920 - - 1,000,000
Conversion of
$500,000 Debt to
stock - unissued - 50 499,950 - - 500,000
Accumulated other
comprehensive
loss, net - - - - (512,997) (512,997)
Net Operating Loss - - - (651,224) - (651,224)
---------- ------ ----------- ---------- ---------- -----------
Balance,
May 31, 2004 15,723,903 $1,702 $14,686,363 $(651,224) $(512,997) $13,523,844
========== ====== =========== ========== ========== ===========
See accompanying summary of accounting policies and notes to financial
statements.
F-5
AMERICAN CAPITAL HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MAY 31, 2004 and 2003
2004 2003
---------- ----------
Cash Flows From Operating Activities
Cash received from customers - $ -
Cash paid to suppliers of goods
and services $ (143,268) -
Income Taxes Paid - -
Interest Paid (13,691) -
Interest Received - -
_______________ _____________
Net Cash Flows Used in
Operating Activities (156,959) -
_______________ _____________
Cash Flows From Financing Activities
Proceeds of Loans from Stockholders 329,997 -
Proceeds of Loans from Related Company 57,661 -
Collection of Loan From Related Company 25,793 -
Loan to Related Company (27,067) -
Loan to Related Company (343,995) -
Purchase of Common Stock (362,816) -
Loan Proceeds Converted to Common Stock 500,000 -
_______________ _____________
Net Cash Flows Provided By
Financing Activities 179,573 -
_______________ _____________
Net Increase in Cash 22,614 -
Cash and Cash Equivalents at
Beginning of Period, June 1, 2003 and 2002 0 0
_______________ _____________
Cash and Cash Equivalents at
End of Period, May 31, 2004 and 2003 $ 22,614 $ 0
=============== =============
See accompanying summary of accounting policies and notes to financial
statements.
F-6
AMERICAN CAPITAL HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MAY 31, 2004 and 2003
2004 2003
-------------- -------------
Reconciliation of Net Loss to Net Cash Flows Used in Operating Activities
Net Loss $ (1,164,221) $ -
Cash was increased by:
Other Comprehensive Income 512,997 -
Loss on Disposition of Common Stock 140,000 -
Valuation Loss 6,493 -
Amortization - -
Depreciation 3,952 -
Bad Debt adjustment 343,995 -
Increase in Accounts Payable 27,806 -
Increase in Accrued Expenses 1,706 -
Cash was decreased by
Increase in Prepaid Expenses (26,577) -
Increase in Security Deposits (3,110) -
_______________ _____________
Net Cash Flows Used in
Operating Activities $ (156,959) $ -
=============== =============
Supplemental Disclosures
Of Non Cash Investing and
Financing Activities:
------------------------
On February 29, 2004 the Company acquired approximately $137,000 in notes
receivable, common and preferred stock in various entities valued at $3.1
million, equipment of $47,000, intangible assets of $6,000, intellectual
property valued at $3.5 million, various prepaid assets valued at $92,000,
goodwill of $7.2 million and assumed $1,005,000 in debt for the issuance of
13,226,147 shares of the Company's common stock.
See accompanying summary of accounting policies and notes to financial
statements.
F-7
AMERICAN CAPITAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
TWELVE MONTHS ENDED MAY 31, 2004
NOTE A - NATURE OF OPERATIONS
American Capital Holdings, Inc. (the "Company") was incorporated in the State
of Florida on January 27, 1999 as U S Amateur Sports Company, a wholly owned
subsidiary of eCom eCom.com, Inc.("eCom") which trades on the OTC/Bulletin
Board under the symbol 'ECEC.' On March 19, 2003, the Company changed its name
to USA SportsNet Company, and on December 12, 2003 changed its name to American
Capital Holdings, Inc. in connection with its spin off by eCom and its
acquisition of certain assets of a company formerly known as American Capital
Holdings, Inc. (now known as ACHI, Inc.) The Company's main office is located
at 100 Village Square Crossing, Suite 202, Palm Beach Gardens, Florida 33410,
and the telephone number is (561) 207-6395.
IS Direct Agency, Inc. ("ISDA") was incorporated in the State of Florida on May
20, 2004. On May 21, 2004 ISDA acquired the assets of IS Direct Agency, Inc.,
a New York Corporation. ISDA provides internet based term life insurance
quotes.
While a wholly owned subsidiary of eCom, the Company developed an e-commerce
Internet infrastructure. This product provided an affordable, user-friendly
technological platform and professional resources to facilitate web business
development. It also operated an on-line business as a test model using
Company developed e-commerce concepts to sell sports products.
The Spin-Off. The Company was one of ten wholly owned subsidiaries of eCom,
with varying business plans. In recent years, eCom concluded that it did not
have the financial resources necessary to develop all of its ten business units
collectively. eCom decided to spin off its subsidiaries into independent
companies in the belief that independent companies, each with a distinct
business, would be better able to obtain necessary funding and develop their
business plans. This belief was based in part on eCom's experience with
potential business partners which sought involvement with only one of eCom's
subsidiaries, rather than involvement with the multi-faceted eCom.
On December 1, 2003, the Board of Directors of eCom approved the spin-off of
the Company. They voted to issue to the shareholders of eCom one share of the
Company for every one share of eCom owned as of the record date of January 5,
2004. Fractional shares will be purchased by the Company. No payment was
required of the eCom shareholders.
Acquisition from American Capital Holdings. After the spin off of the Company
was completed, the Company was presented with an opportunity to acquire certain
assets of American Capital Holdings, Inc. (now known as, and referred to
hereafter as ACHI). On January 12, 2004, the Company entered into an Asset
Purchase Agreement with ACHI whereby the Company acquired certain assets of
ACHI in return for the issuance of common stock of the Company in an amount
equal to 84.1% of the total ownership of the Company. In order to accomplish
this transaction, the Company effected a 20 to 1 reverse stock split, which
reduced its outstanding stock to 2,497,756 shares, and agreed to issue to ACHI.
See accompanying independent accountants' audit report.
F-8
AMERICAN CAPITAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
TWELVE MONTHS ENDED MAY 31, 2004
NOTE A - NATURE OF OPERATIONS (CONTINUED)
49,955,112 shares. ACHI agreed to accept the issuance of 13,561,804 shares at
closing, and assigned its right to receive the 13,561,804 shares to its
principle, Barney A. Richmond, now the President of the Company. The remaining
36,393,308 shares were reserved for issuance by the Company in connection with
future acquisitions and financings. The Company then changed its name to
American Capital Holdings, Inc., and ACHI changed its name to ACHI, Inc. Of
the 36,393,308 shares reserved for future issuance, 2,162,099 shares have now
been issued to the shareholders of Spaulding Ventures, LLC, in replacement of
shares of ACHI to be issued to Spaulding in connection with a prior acquisition
of assets by ACHI from Spaulding.
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation, Use of Estimates
The Company maintains its accounts on the accrual basis of accounting. The
preparation of financial statements in conformity with U.S. generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Revenue
Recognition Revenue and Dividends from investments is recognized at the time
the investment dividends are declared payable by the underlying investment.
Capital Gains and losses are recorded on the date of sale of the investment.
Cash
Cash consists of deposits in banks and other financial institutions having
original maturities of less than ninety days.
Allowance for Doubtful Accounts
It is the policy of management to review the outstanding accounts receivable
at year end, as well as the bad debt write-offs experienced in the past, and
establish an allowance for doubtful accounts for uncollectible amounts.
Depreciation
Property and equipment is recorded at cost and is depreciated over the
estimated useful lives of the related assets. Depreciation is computed using
the straight-line method.
See accompanying independent accountants' audit report.
F-9
AMERICAN CAPITAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
TWELVE MONTHS ENDED MAY 31, 2004
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Amortization
The accounting for a recognized intangible asset acquired after June 30, 2001
is based on its useful life to the Company. If an intangible asset has a
finite life, but the precise length of that life is not known, that intangible
asset shall be amortized over management's best estimate of its useful life.
An intangible asset with a indefinite useful life is not amortized. The useful
life to an entity is the period over which the asset is expected to contribute
directly or indirectly to the future cash flows of that entity.
Investments
Investments are stated at the lower of cost and market value.
NOTE C - NOTES RECEIVABLE
Notes Receivable at May 31, 2004 consist of the following:
An 8% non-collateralized note that matures in December 2004,
Interest is payable quarterly. Included in the balance is
$11,963 of accrued interest receivable. $ 111,963
A 4% non-collateralized note due on demand. Included in
the balance is $1,989 of accrued interest receivable. 26,989
----------
Total Notes Receivable $ 138,952
==========
Management has made a determination that all of the notes receivable are
collectable and therefore, has not established an allowance for doubtful
accounts.
NOTE D - LOANS RECEIVABLE RELATED PARTIES
The three loans receivable from related corporate entities are non-
collateralized, non-interest bearing and are due on demand.
The loans due as of May 31, 2004 are as follows:
eCom eCom.com Inc. $ 27,067
Freedom 4 Wireless, Inc. 343,995
Less bad debts (343,995)
---------
Total $ 27,067
=========
See accompanying independent accountants' audit report.
F-10
AMERICAN CAPITAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
TWELVE MONTHS ENDED MAY 31, 2004
NOTE E - INVESTMENTS
The Company accounts for its investments in common stock using the equity
method for those investments which the Company does not own a controlling
interest. These investments are currently recorded at cost. The Company's
share of the investors earnings or losses, if any, are not available at the
date of these financial statements. No quoted market price is available for
these investments.
The Company accounts for investments in common stock for which there is a
quoted market price as an Available-for-Sale security under Statement of
Financial Accounting Standards No. 115, Accounting for Certain Investments in
Debt and Equity Securities.
On May 31, 2004, investments consisted of the following:
Equity Method of Accounting
Investment Securities at Cost
@Visory, LLC $ 112,500
Brilliant Coatings, Inc. 250,000
Century Aerospace Corporation 285,000
eSmokes, Inc. 100,000
Efficien, Inc. 287,000
Smartpill Diagnostics, Inc. 770,000
Metroflex, Inc. 900,000
-----------
Total Equity Method Securities at Cost 2,704,500
Available-for-Sale method of accounting
eCom eCom.com Inc. 258,678
-----------
Total Available-for-Sale securities 258,678
-----------
Total Investment Securities $ 2,963,178
===========
Equity Method Securities:
@Visory, LLC is a limited liability company located in East Aurora NY. The
Company owns 250,000 Series A units of @Visory LLC. The Company's investment
amounts to 1.2% of the outstanding units of @Visory, LLC. @Visory, LLC is
taxed as a partnership, not publicly traded. As of May 31, 2004 @Visory,
LLC had investments in the following companies: Appraisal.com; SmartPill
Diagnostics; Efficien; Liquid Matrix; Saturn Internet Reservations;
StudentVoice; Synacor; and Yipee, Inc.
See accompanying independent accountants' audit report.
F-11
AMERICAN CAPITAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
TWELVE MONTHS ENDED MAY 31, 2004
NOTE E - INVESTMENTS (CONTINUED)
Brilliant Coatings is a Nevada Corporation. The Company owns 15,000,000 common
shares of Brilliant Coatings. The Company's investment amounts to 2.3% of the
outstanding common shares of Brilliant Coatings Inc.
Century Aerospace is a Delaware Corporation. The Company owns 57,000 common
shares of Century Aerospace. The Company's investment amounts to .7% of the
outstanding common shares of Century Aerospace
eSmokes, Inc is a Florida Corporation. The company owns 300,000 common shares
of eSmokes, Inc. The Company's investment amounts to 3.3% of the outstanding
shares of eSmokes, Inc.
Efficien, Inc. is a Delaware Corporation. The Company owns 500,000 common
shares of Efficien. The Company's investment amounts to 11.9% of the
outstanding common shares of Efficien, Inc. Efficent specializes in the
development of internet based applications to improve the efficiency of
hospital supply and material flow through an integrated application service
provider (ASP) solution.
SmartPill Diagnostics, Inc. is a Delaware Corporation. The Company owns
1,194,824 Series A preferred shares of SmartPill Diagnostics, Inc. The
Company's investment amounts to 11.60% of the outstanding shares of SmartPill
Diagnostics, Inc. SmartPill Diagnostics is a leading developer of SmartPill
Capsule endoscopy technology. About the size of a vitamin pill, the SmartPill
Capsule is a capsule endoscopy device that uses patented technology to measure
peristaltic pressure, pH and transit time, and determine real-time location;
factors that aid Gastroenterologists in the diagnosis of such GI motility
disorders as Gastroparesis and Dyspepsia. The patient benefits from a more
accurate diagnosis and a more comfortable, non-invasive, non-surgical approach
to GI exploratory examinations.
Metroflex, Inc. is a Delaware Corporation. The Company owns 900,000 common
shares of Metroflex, Inc. Metroflex's MetroFlexCard operates as a MasterCard
debit card. The card enables employers to set up programs through which
employees can pay for commuter expenses-mass transit and parking expenses on a
pretax basis.
Available-for-Sale Securities:
eCom eCom.com, Inc. is a Florida Corporation and trades on the OTC/BB:ECEC. The
company which was the former parent of USA SportsNet Company now American
Capital Holdings, Inc., owns 1,437,100 common shares of eCom. The Company's
investment amounts to 2.9% of the outstanding shares of eCom. The cost for
this investment as of May 31, 2004 was $235,071. On May 31, 2004 the
market value based on a closing bid price of 0.16 per share was $258,678. The
difference in cost versus market value is recorded as Accumulated Other
Comprehensive Income of $23,607.
See accompanying independent accountants' audit report.
F-12
AMERICAN CAPITAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
TWELVE MONTHS ENDED MAY 31, 2004
NOTE F - PROPERTY AND EQUIPMENT
Equipment consisting of various Cisco routers, switches, cables, and dual speed
hubs were acquired from a company owned by a majority stockholder of American
Capital Holdings, Inc. The equipment is being used to support a hosting
operations center. Depreciation expense of $3,952 has been recorded as of May
31, 2004.
NOTE G - PREPAID EXPENSES
Prepaid expenses consist principally of amounts paid for auditing work for the
Company, along with marketing and research material to be used for investor
relations.
NOTE H - INTANGIBLE ASSETS
On February 29, 2004, the Company received intellectual property rights when it
acquired 53,910,922 common shares of Air Media Now, Inc. from a related
company. The fair value of the publicly traded shares at date of receipt was
$3,469,622. The Intellectual property rights were not amortized at February
29, 2004. Management reviews intangible assets for impairment annually.
Intangible assets with a finite useful life acquired after June 30, 2001 are
amortized over their useful lives to the company. Intangible assets acquired
after June 30, 2001 having a infinite useful life are recovered at their fair
value and are not amortized. Management reviews all intangible assets for
impairment annually. Market value of the Air Media Now property decreased
between February 29, 2004 and May 31, 2004. This decrease has been recorded
has been recorded as a decrease in paid in capital of $536,604.
NOTE I - OTHER ASSETS
Other assets consist primarily of security deposits on the lease of office
facilities.
NOTE J - Loan Payable Related Party
A non-interest bearing, non-collateralized loan payable to a related company in
the amount of $57,681 is due on demand.
See accompanying independent accountants' audit report.
F-13
AMERICAN CAPITAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
TWELVE MONTHS ENDED MAY 31, 2004
NOTE K - PROMISSORY NOTES
Promissory Notes as of May 31, 2004 consisted of:
May 31, 2004
---------------
Four interest bearing, non-collateralized
loans. The loans have various maturities
throughout 2004. $ 494,950
----------
Total Notes Payable 494,950
Less Current Portion (494,950)
----------
Net Long-term Debt $ 0
==========
The short-term notes payable mature as follows:
May 31, 2004 $ 494,950
==========
Two non-interest bearing, non-collateralized loans
due on demand $ 340,027
==========
The notes and loans can be converted to shares of the Company's $.0001 par
value common stock at the option of the holder. The notes pay interest at 10%
per annum. Interest is paid quarterly. The loan can be converted at 80% of
the average closing price of Company's common stock for the preceding five (5)
consecutive trading days with a floor of $1. The holder of a $500,000 10% note
payable with accrued interest of $9,315 agreed on May 7, 2004 to convert their
debt to common shares. By Agreement, the shares of common stock at conversion
will not be issued until the effective date of the Company's filings with the
United States Securities & Exchange Commission.
NOTE L - WARRANTS
The Company has issued 1,005,000 (505,000 + 500,000) detachable warrants for
each dollar of debt as described in Note K above. Management has determined
that the value of the detachable warrants to be $.01 on the date of issuance
and have charged paid in capital $10,050 during the period. Each warrant
entitles the holder to purchase one (1) share of common stock at $.01. The
Company also issued 400,000 warrants to one of the former owners of IS Direct
Agency for providing his insurance licensing in all fifty states. The warrants
can be exercised for $.01 each. An additional 216,209 warrants were issued in
connection with the Spaulding acquisition, one warrant for every ten shares
owned. Each unit of Spaulding entitled the owner to one warrant with an
exercise price of $6.00 each.
See accompanying independent accountants' audit report.
F-14
AMERICAN CAPITAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
TWELVE MONTHS ENDED MAY 31, 2004
NOTE L - WARRANTS (CONTINUED)
The following is a summary of warrants through May 31, 2004:
Outstanding warrants at the beginning of the year 0
Warrants issued 1,621,209
Warrants expired 0
Warrants exercised 0
------------
Warrants outstanding at May 31, 2004 1,621,209
The warrants expire as follows:
Expiration Date Number of Warrants
-------------------- ------------------
September 30, 2004 75,000
January 31, 2005 130,000
August 15, 2005 300,000
December 15, 2005 500,000
December 31, 2005 216,209
Warrants expiring beyond 2005 400,000
-------------
1,621,209
=============
NOTE M - COMMITMENTS AND CONTINGENCIES
The Company leases approximately 1200 feet office facilities in Palm Beach
Gardens, Florida under an operating lease of $3,297 per month which expires on
January 31, 2005. ISDA leases approximately 200 square feet of office
facilities in Buffalo, NY under a month to month agreement of $425.00 per
month.Future minimum lease payments including sales tax as of May 31, 2004 are:
Fiscal Years ending:
May 31, 2005 26,373
-------
Total Minimum Lease Payments $ 26,373
Rent expense for the Twelve month period ending May 31, 2004 was $8,579.
NOTE N - INCOME TAXES
No provision for federal and state income taxes has been recorded
because the Company has incurred net operating losses since inception. The
Company's net operating loss carry-forward as of May 31, 2004 totals
approximately $495,000. These carry-forwards, which will be available to
offset future taxable income, and expire beginning in May 31, 2024.
See accompanying independent accountants' audit report.
F-15
AMERICAN CAPITAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
TWELVE MONTHS ENDED MAY 31, 2004
NOTE N - INCOME TAXES (CONTINUED)
The Company does not believe that the realization of the related net
deferred tax asset meets the criteria required by generally accepted
accounting principles and, accordingly, the deferred income tax asset arising
from such loss carry forward has been fully reserved.
The Company accounts for income taxes in accordance with FASB Statement No.
109, Accounting for Income Taxes (FASB 109). Under FASB 109, income taxes are
provided for the tax effects of transactions reported in the financial
statements and consist of taxes currently due plus deferred taxes related to
certain income and expenses recognized in different periods for financial and
income tax reporting purposes. Deferred tax assets and liabilities represent
the future tax return consequences of those differences, which will either be
taxable or deductible when the assets and liabilities are recovered or settled.
Deferred taxes also are recognized for operating losses and tax credits that
are available to offset future taxable income and income taxes, respectively.
A valuation allowance is provided if it is more likely than not that some or
all of the deferred tax assets will not be realized.
NOTE O - STOCKHOLDERS' EQUITY
To facilitate the purchase of the assets of ACHI, the Company recorded a one
for twenty reverse split on the Effective Date of the currently outstanding
common stock, while maintaining the conversion and exercise prices of the
Senior Notes, the Secured Notes, the Subordinated Notes and the related
warrants. All prior period share and per-share amounts have been restated to
account for the reverse split. Any fractional shares remaining after the
reverse split will be paid out in cash to the shareholder on the Effective
Date.
Warrants were granted to Promissory Noteholders with detachable warrants.
Management has determined that the fair value of each warrant is $0.01.
The computation of diluted loss per share before extraordinary item for the
year ended May 31, 2004 does not include shares from potentially dilutive
securities as the assumption of conversion or exercise of these would have an
antidilutive effect on loss per share before extraordinary items. In
accordance with generally accepted accounting principles, diluted loss per
share from extraordinary item is calculated using the same number of potential
common shares as used in the computation of loss per share before extraordinary
items.
NOTE P - DEFERRED TAX ASSET
Deferred income taxes are provided for temporary differences between the
financial reporting and income tax basis of the Company's assets and
See accompanying independent accountants' audit report.
F-16
AMERICAN CAPITAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
TWELVE MONTHS ENDED MAY 31, 2004
liabilities. Temporary differences, net operating loss carry forwards
and valuation allowances comprising the net deferred taxes on the balance
sheets is as follows:
May 31, 2004
--------------
Loss carry forward for tax purposes $ 495,075
==============
Deferred tax asset (34%) 168,326
Valuation allowance (168,326)
--------------
Net deferred tax asset -
==============
No provision for federal and state income taxes has been recorded because the
Company has incurred net operating losses since inception. The Company's net
operating loss carry-forward as of May 31, 2004 was approximately
$495,000. These carry-forwards, which will be available to offset future
taxable income, will expire through the year 2024.
The Company does not believe that the realization of the related net deferred
tax asset meets the criteria required by generally accepted accounting
principles and, accordingly, the deferred income tax asset arising from such
loss carry forward has been fully reserved.
NOTE Q - RELATED PARTY TRANSACTIONS
The Company has accounts receivables due from two related company entities.
eCom eCom.com, Inc. owes $27,067 for services paid to the Company's transfer
agent and accountant. Freedom 4 Wireless, Inc. owes the Company $343,995 for
working capital and inventory purchased by ACHI, subsequently purchased by the
Company on February 29, 2004. These related party transactions totaled
$371,062 on May 31, 2004.
NOTE R - RECENT ACCOUNTING PRONOUNCEMENTS
The FASB issued SFAS No. 143, Accounting for Asset Retirement Obligations with
an effective date for financial statements issued for fiscal years beginning
after June 15, 2002. The statement addresses financial accounting and
reporting for obligations related with the retirement of tangible long-lived
assets and the costs associated with asset retirement. The statement requires
he recognition of retirement obligations which will, therefore, generally
increase liabilities; retirement costs will be added to the carrying value of
long-lived assets, therefore, assets will be increased; and depreciation and
accretion expense will be higher in the later years of an assets life than in
earlier years. The Company adopted SFAS No. 143 at January 1, 2002. The
adoption of SFAS No. 143 had no impact on the Company's operating results or
financial positions.
See accompanying independent accountants' audit report.
F-17
AMERICAN CAPITAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
TWELVE MONTHS ENDED MAY 31, 2004
NOTE R - RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)
The FASB also issued SFAS No. 144, Accounting for the Impairment or Disposal
of Long-Lived Assets and is effective for financial statements issued for
fiscal years beginning January 1, 2002. This statement addresses financial
accounting and reporting for the impairment or the disposal of long-lived
asset. An impairment loss is recognized if the carrying amount of a long-
lived group exceeds the sum of the undiscounted cash flow expected to result
from the use and eventual disposition of the asset group. Long-lived assets
should be tested at least annually or whenever changes in circumstances
indicate that its carrying amount may not be recoverable. This statement
does not apply to goodwill and intangible assets that are not amortized. The
Company adapted SFAS No. 144 in the first quarter of 2002. The adoption of SFAS
No. 144 had no impact on the Company's operating results or financial position.
In April 2002, the FASB issued SFAS No. 145, "Rescission of the FASB Statements
No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
Corrections"("SFAS No. 145"). SFAS No. 145 eliminates the requirement to
classify gains and losses from the extinguishment of indebtedness as
extraordinary, requires certain lease modifications to be treated the same as a
sale-leaseback transaction, and makes other non-substantive technical
corrections to existing pronouncements. SFAS No. 145 is effective for fiscal
years beginning after May 15, 2002. SFAS No. 145 was adopted on June 1, 2003
and did not have a material effect on the Company's financial position or
results of operations.
The FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments
with Characteristics of both Liabilities and Equity" and is effective for
financial instruments entered into after May 31, 2003. This Statement
establishes standards for how an issuer classifies and measures in its
statement of financial position certain financial instruments with
characteristics of both liabilities and equity. It requires that an issuer
classify a financial instrument that is within its scope as a liability because
that financial instrument embodies an obligation of the issuer. The Company
has adopted SFAS No. 150 and the adoption has had no impact on the Company's
operating results or financial position.
Goodwill and intangible assets acquired prior to July 1, 2001 will continue to
be amortized and tested for impairment in accordance with pre- SFAS No. 142
requirements until adoption of SFAS No. 142. Under the provision of SFAS
No.142, intangible assets with definite useful lives will be amortized to their
estimated residual values over those estimated useful lives in proportion to
the economic benefits consumed. Such intangible assets remain subject to the
impairment provisions of SFAS No. 121. Intangible assets with indefinite useful
lives will be tested for impairment annually in lieu of being amortized. The
impact of adopting SFAS Nos. 141 and 142 will not cause a material change in
the Company's consolidated financial statements as of the date of this report.
See accompanying independent accountants' audit report.
F-18
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
During the last two fiscal years, the Company has not had any changes in
or disagreements with its accountants.
Item 8A. Controls and Procedures.
The Company maintains disclosure controls and procedures that are designed to
ensure that information required to be disclosed in the Company's Exchange Act
reports is recorded, processed, summarized and reported within the time frames
specified in the SEC's rules and forms, and that such information is
accumulated and communicated to the Company's management, including its Chief
Executive Officer and its Chief Financial Officer, to allow timely decisions
regarding required disclosure based closely on the definition of "disclosure
controls and procedures in Rule 13a-14(c). In designing and evaluating the
disclosure controls and procedures, management recognized that any controls and
procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control, objectives and
management necessarily was required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures.
Within 90 days prior to the date of this report, the Company carried out an
evaluation, under the supervision and within the participation of the Company's
management, including the Company's Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures. Based on the foregoing, the Company's
Chief Executive Officer and Chief Financial Officer concluded that the
Company's disclosure controls and procedures were effective.
There have been no significant changes in the Company's internal controls or in
other factors that could significantly affect the internal controls subsequent
to the date the Company completed its evaluation.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS.
The following individuals are our executive officers and the members of our
board of directors. Each director is elected at our annual meeting of
shareholders and holds office until the next annual meeting of shareholders, or
until his or her successor is elected and qualified. Our by-laws permit the
board of directors to fill any vacancy and such director may serve until the
next annual meeting of stockholders or until his or her successor is elected
and qualified. The board of directors elects officers annually and their terms
of office are at the discretion of the board.
28
Name Age Positions Held
--------------------- --- ---------------------------------
Barney A. Richmond 53 Chairman/President/Secretary
Director
Richard C. Turner 45 Treasurer/Chief Financial
Officer/Director
Mathew Salmon 46 Director
Barry M. Goldwater, Jr. 66 Director
Douglas Sizemore 74 Director
Norman E. Taplin 54 Director
Michael Camilleri 51 Director
Barney A. Richmond has been President and a Director of the Company since its
acquisition of certain assets from ACHI in January 2004, and was President and
a Director of ACHI prior to that time. From 1985 to the present, Mr. Richmond
has been an independent advisor and investor in assisting companies, as well as
individuals, regarding public offerings, mergers, reverse mergers and a variety
of corporate financing issues. Mr. Richmond has also been an investor in
numerous reorganizations and business turnarounds, including many substantial
bankruptcy reorganizations. Mr. Richmond has been a member of the Boards of
Directors of The Richmond Company, Inc., Benny Richmond, Inc., 877 Management
Corporation, King Technologies, Inc., King Radio Corporation, United States
Financial Group, Inc., JSV Acquisition Corporation, Chase Capital, Inc,
Berkshire International, Inc. and Dunhall Pharmaceuticals, Inc.
Richard C. Turner has been Treasurer and Chief Financial Officer of the Company
since June 2001, and became a Director of the Company in February 2004. From
September 1990, until he joined the Company in June 2001, Mr. Turner was
employed as an accountant by Glenn G. Schanel, CPA, where he was responsible
for corporate and individual tax returns, business write-up services, and
business consulting services, including computer and database management.
Prior to 1990, Mr. Turner was Vice President of Finance at First American Bank,
Lake Worth, Florida, where he was responsible for the bank's financial
reporting, budgeting and cost accounting.
Michael Camilleri has been a Director of the Company since November 2004, and
holds a number of positions within the insurance industry. He is a principal
of Preferred Insurance Capital Consultants, LLC. Preferred specializes in
actuarial, litigation support and insurance management consulting services. Mr.
Camilleri serves as a director and General Counsel of First Commercial
Insurance Company, and as a director and officer of various insurance related
affiliates of First Commercial. Mr. Camilleri is also President of Newport
Star Reinsurance Company, Inc.; a director and Vice President of CEIB Marketing
Group, LLC; President, Treasurer and Vice President of Spoleto Holdings, LLC;
and Manager of Power One Real Estate Investments, LLC. Within the last five
years, Mr. Camilleri has also served as Secretary of Accident Insurance
Company, Inc., President and CEO of AmTrust Insurance Company, and Senior Vice
President of Insurance Services Offices, Inc.. From 1996 to 1999, he was
29
President of Insurance Data Resources, Inc. (IDR) and IDR Statistical Services,
Inc. (IDRSS), national workers compensation rating organizations. Prior to
joining IDR in 1996, Mr. Camilleri was a senior partner and head of the
insurance regulatory and health practices for Adorno & Zeder, P.A. From 1978 to
1991 he was with the National Council on Compensation Insurance, Inc. (NCCI),
where he served as Senior Vice President and General Counsel. At NCCI, Mr.
Camilleri directed the Legal, National Affairs, Public Affairs and Residual
Markets division. During his career with NCCI, he managed countrywide workers
compensation assigned risk plans and reinsurance pools, established a prototype
National Affairs Department, managed all internal and external affairs,
provided oversight on multi state and federal issues including testimony before
U.S. Congress, and served as Secretary to the Board of Directors. Mr. Camilleri
is the author of texts and articles on workers compensation and health care and
is a frequent speaker on workers compensation and health related issues at
national conferences.
Barry M. Goldwater, Jr., has been a Director of the Company since November
2004. Mr. Goldwater is President of B2 Solutions, which represents client
companies before Congress and various branches of the United States Government,
as well as the California and Arizona state legislatures . Prior to joining B2
Solutions, Mr. Goldwater served as a General Partner for 13 equipment leasing
partnerships. Mr. Goldwater's background includes 14 years as a United States
Congressman and 8 years as a Series 7 Registered Representative in the
securities brokerage industry and a member of the New York Stock Exchange.
.While in Congress, Mr. Goldwater served on committees that had jurisdiction
over Energy, Aviation, Space, Defense and Public Works. Mr. Goldwater served on
the Joint Committee on Energy, which responded to the oil crisis on 1974.
Matthew Salmon has been a Director of the Company since January 2004. Since
November 2000, Mr. Salmon has been President of Upstream Consulting, a Public
Affairs consulting company. From November 1994 until November 2000, Mr. Salmon
served in the United States House of Representatives, representing Arizona's
First Congressional District.
Douglas Sizemore has been a Director of the Company since November 2004. Mr.
Sizemore has been President of Accident Insurance Company, Inc., since 2003,
and has also been a self-employed insurance consultant since 2000. From 1995
to 2000, Mr. Sizemore was Commissioner of Insurance for the State of Tennessee.
Prior to his position as Commissioner of Insurance, Mr. Sizemore was President
of Johnston City Insurance Agency, Inc., dating back to 1959.
Norman E. Taplin has been a Director of the Company since November 2004. Mr.
Taplin is an attorney, concentrating his practice in the areas of regulatory
insurance, administration law, corporate and commercial law representing
companies, industries, business matters involving governmental regulation, the
securing and maintaining of licenses, governmental approvals and other
regulatory issues, real estate, estate planning and probate. He is also
involved in matters regarding the establishment of new businesses, real estate
developments, and other transactions which may or may not involve governmental
regulation. Mr. Taplin has been active in insurance matters since 1975 and has
represented a variety of insurance companies in the United States, District of
Columbia and select foreign jurisdictions. He is also a member of NALC, and has
been appointed to the Hurricane Advisory Board in Georgia.
30
Our Board of Directors has determined that we have at least one financial
expert, Richard C. Turner, serving on our audit committee. Since Mr. Turner is
an officer of the Company, as well as a director, he is not considered
independent.
A Code of Ethics that applies to our chief executive and senior financial
officers, as well as a Code of Business Conduct and Ethics that applies to all
employees, have been drafted and presented to our Board of Directors for
review. Both Codes will be considered for adoption by the Board of Directors
at its next meeting.
ITEM 10. EXECUTIVE COMPENSATION.
Prior to January 5, 2004, when the Company was spun off from eCom, our
executive officers were paid by eCom. After the Company was spun off from
eCom, Richard C. Turner, our Chief Financial Officer, has been paid an annual
salary of $50,000, plus a minimum annual bonus of $50,000. No other executive
officer currently receives compensation from the Company.
We have agreed to issue to our independent directors, but have not yet issued,
warrants to purchase a total of 1,500,000 shares of our Common Stock at an
exercise price of $.01 per share, as compensation for their directorial and
consulting services.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
As of May 31, 2004, and as of January 15, 2005, there were a total of
15,723,903 shares of the Company's stock outstanding. In addition, as of
January 15, 2005, there were 2,250,000 shares of common stock subscribed for,
but not yet issued, pursuant to the conversion of certain convertible notes
previously issued by the Company. In addition, the Company has issued warrants
to purchase an additional 1,931,209 shares of common stock, and has committed
to issue another 4,500,000 warrants to purchase common stock. The table below
shows the number of shares of common stock held as of January 15, 2005, by (a)
each director and executive officer of the Company, (b) the directors and
executive officers of the Company as a group, and (c) each person known by us
to be the beneficial owner of more than 5% of the Company's outstanding stock.
All percentages assume the shares currently subscribed for are issued and
assumes all of the warrants are issued and exercised.
Number of % of Shares
Name and Address Shares Owned Outstanding
----------------------- -------------- ---------------
Barney A. Richmond, Director & President 7,084,048 29.0%
601 Seafarer Circle
Jupiter, FL 33477
Richard C. Turner, Director &
Chief Financial Officer 230,870 .9%
4200 Oak Street
Palm Beach Gardens, FL 33418
Matthew Salmon, Director 500,000(1) 1.9%
2700 N. 3rd Street, Suite 2012
Phoenix, AZ 85004
31
Barry M. Goldwater, Jr., Director 250,000(1) 1.0%
3104 E. Camelback, Suite 274
Phoenix, AZ 85016
Douglas Sizemore, Director 250,000(1) 1.0%
707 Rambling Road
Johnson City, TN 37604
Norman E. Taplin, Director 250,000(1) 1.0%
1555 Palm Beach Lakes Blvd, Ste 1510
West Palm Beach, FL 33401
Michael Camilleri, Director 250,000(1) 1.0%
2101 NW Corporate Blvd. Suite 415
Boca Raton, FL 33431
David W. Pong(2) 2,000,000 8.2%
161 San Antonio Way
Sacramenta, CA 95819
----------------------- -------------- ---------------
All Directors & Executive Officers
as a group (7 persons) 8,814,918 36.1%
(1) Represents warrants to purchase common stock which the Company has
Committed to issue.
(2) All shares are held by the David W. Pong Revocable Trust. Includes 380,000
shares currently owned, 810,000 shares to be issued pursuant to the
conversion of convertible notes held by the Trust, and warrants to
purchase an additional 810,000 shares.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
There have been no transactions, and there are no proposed transactions,
between the Company and any of its Directors, executive officers or
beneficial owners of five percent or more of the Company's Common Stock,
or any member of their immediate families, as to which the Director,
officer, beneficial owner, or family member had a material interest.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
Exhibit No. Description
31.1 Certification of principal executive officer
31.2 Certification of principal financial officer
32 Section 1350 Certification
(b) Reports on Form 8-K
The Company filed no reports on Form 8-K during the period covered by this
Report.
32
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Audit Fees.
The aggregate fees billed to the Company for professional services rendered for
the audit of the Company's annual financial statements, review of the Company's
quarterly financial statements, and other services normally provided in
connection with statutory and regulatory filings or engagements was $0 for the
fiscal year ended May 31, 2003, and $23,625 for the fiscal year ended May 31,
2004.
Other Fees.
Other fees billed to the Company by accountants for consultation services,
research and client assistance totaled $0 for the fiscal year ended May 31,
2003, and $0 for the fiscal year ended May 31, 2004.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
American Capital Holdings, Inc.
(Registrant)
By /s/ Barney A. Richmond
----------------------
Barney A. Richmond, President
Date January 31, 2005
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.
By /s/ Barney A. Richmond
----------------------
Barney A. Richmond, President and Director
Date January 31, 2005
By /s/ Richard C. Turner
---------------------
Richard C. Turner, Chief Financial Officer and Director
Date January 31, 2005
By /s/ Michael Camilleri
---------------------
Michael Camilleri, Director
Date January 31, 2005
By /s/ Norman E. Taplin
--------------------
Norman E. Taplin, Director
Date January 31, 2005
33
Exhibit 31.1
I, Barney A. Richmond, certify that:
(1) I have reviewed this Annual Report on Form 10-KSB of American Capital
Holdings, Inc.;
(2) Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;
(3) Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the small
business issuer as of, and for, the periods presented in this report;
(4) The small business issuer's other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f)) for the small business issuer and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the small business issuer, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the small business issuer's internal
control over financial reporting that occurred during the small business
issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the small business issuer's internal
control over financial reporting; and
(5) The small business issuer's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the small business issuer's ability to record,
process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's internal
control over financial reporting.
Date: January 31, 2005
/s/ Barney A. Richmond
-----------------------------
Barney A. Richmond, President
Exhibit 31.2
I, Richard C. Turner, certify that:
(1) I have reviewed this Annual Report on Form 10-KSB of American Capital
Holdings, Inc.;
(2) Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;
(3) Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the small
business issuer as of, and for, the periods presented in this report;
(4) The small business issuer's other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f)) for the small business issuer and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the small business issuer, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the small business issuer's internal
control over financial reporting that occurred during the small business
issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the small business issuer's internal
control over financial reporting; and
(5) The small business issuer's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the small business issuer's ability to record,
process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's internal
control over financial reporting.
Date: January 31, 2005
/s/ Richard C. Turner
---------------------------
Richard C. Turner, Chief Financial Officer
Exhibit 32
In connection with the Annual Report of American Capital Holdings, Inc. (the
"Company") on Form 10-KSB for the period ending May 31, 2004 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), Barney A.
Richmond, President of the Company, and Richard C. Turner, Chief Financial
Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of
my knowledge and belief:
(1) the Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations
of the Company.
/s/ Barney A. Richmond
-----------------------
Barney A. Richmond, President
January 31, 2005
/s/ Richard C. Turner
-----------------------
Richard C. Turner, Chief Financial Officer