AMERICAN CAPITAL HOLDINGS, INC. FORM 10-KSB/A MAY 31, 2005
AS FILED WTH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 1, 2005
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
FORM 10-KSB/A
[X] ANNUAL REPORT UNDER OR OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended May 31, 2005
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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.
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(Name of small business issuer in its charter)
Florida 65-0895564
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(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
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(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
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(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, 2005:
17,398,903
Transitional Small Business Disclosure Format (Check one): Yes ____; No _X__
2
AMERICAN CAPITAL HOLDINGS, INC. Form 10-KSB/A MAY 31, 2005
INDEX
PAGE NO.
PART I
ITEM 1 DESCRIPTION OF BUSINESS . . . . . . . . . . . . . . . . . . . . 4
ITEM 2 DESCRIPTION OF PROPERTY. . . . . . . . . . . . . . . . . . . . 14
ITEM 3 LEGAL PROCEEDINGS. . . . . . . . . . . . . . . . . . . . . . . 14
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. . . . . . 15
PART II
ITEM 5 MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS . . . 15
ITEM 6 MANAGEMENT'S PLAN OF OPERATION . . . . . . . . . . . . . . . . 17
ITEM 7 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. . . . . . . . . F-1
ITEM 8 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS . . . . . . . . 35
ITEM 8A CONTROLS AND PROCEDURES. . . . . . . . . . . . . . . . . . . . 35
PART III
ITEM 9 DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS . . . . . . . 36
ITEM 10 EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . . 39
ITEM 11 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. 39
ITEM 12 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. . . . . . . . . 41
ITEM 13 EXHIBITS AND REPORTS ON FORM 8-K. . . . . . . . . . . . . . . . 41
ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES. . . . . . . . . . . . . 42
SIGNATURES AND CERTIFICATIONS. . . . . . . . . . . . . . . . . . . . . . 42
3
AMERICAN CAPITAL HOLDINGS, INC.
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
History
The Company was incorporated in the State of Florida on January 25, 1999 as US
Amateur Sports Company, a wholly-owned subsidiary of eCom eCom.com,
Inc. ("eCom") which originally traded on the OTC/Bulletin Board under the
symbol 'ECEC.' 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. On March 24, 2003, the Company changed its name to
USA SportsNet, Inc., 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.)
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 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
eCom's ten (10) operating subsidiary companies, pursuant to SEC Staff Legal
Bulletin No. 4. On December 18, 2003, USA SportsNet, Inc. entered into a
definitive Asset Acquisition Agreement with American Capital Holdings, Inc.,
("ACHI") The Date of Record for the first spin-off, USA SportsNet,
Inc. (later renamed American Capital Holdings, Inc., Cusip No. 02503V 10 9/SEC
CIK No. 0001288010)was January 5, 2004. The Date of Record for the second
spin-off, MyZipSoft, Inc. (Standard & Poor's Cusip No. 628703 10 0/SEC CIK No.
0001290785) was February 23, 2004, and the shares of MyZipSoft were distributed
to its shareholders on June 2, 2005.
On March 2, 2004, the Board of Directors of eCom approved the spin off of the
remaining eight (8) spin off companies in which the Board of Directors voted to
issue to their shareholders one (1) share of the company for every one (1)
share of eCom owned with a record date to be announced, pursuant to the advice
of SEC Staff Legal Bulletin No. 4.
4
AMERICAN CAPITAL HOLDINGS, INC.
ITEM 1. DESCRIPTION OF BUSINESS. (CONTINUED)
On March 29, 2004, eCom Chairman and CEO David Panaia prepared and issued a
Press Release announcing the appointment of Barney A. Richmond as President of
eCom. A copy of this press release is appended hereto as Exhibit No. 99.1.
Paragraph two (2) of this release stated the following:
"The plan to spin-off eCom's ten wholly owned subsidiaries has been completed
and the Company is now in the process of acquiring certain businesses for each
spin-off. To date, the Company has accomplished two (2) acquisitions and has
four (4) more under agreement. When announced, eCom shareholders as of the
Date of Payment (distribution of stock) for each spin-off will receive new
shares in that company."
The date of record for the spin-off of American Capital was January 5, 2004.
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, as described below, 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 issued to ACHI 13,226,147 shares. The Company then
changed its name to American Capital Holdings, Inc., and ACHI changed its name
to ACHI, Inc.
In addition, the Company agreed to reserve 25,000,000 of its authorized, but
unissued shares, for issuance pursuant to a public offering, and to issue
2,162,099 shares to Spaulding Ventures, LLC, or its shareholders, in
replacement of the shares of ACHI issued or intended to issue to Spaulding in
connection with a prior acquisition of assets by ACHI from Spaulding (see
"Acquisition of Spaulding"). The proceeds of the public offering are to be
used to acquire additional interests in some of the companies in which the
Company currently holds an ownership interest, to provide capital to those
companies, and to acquire interests in other businesses of interest to the
Company, which have not yet been identified.
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
and Guaranteed Principal Insured Convertible Securities which ACHI had developed
and specifically designed to facilitate investment in oil and gas exploration in
the United States, and in developing companies. See the American Capital
Holdings balance sheet included in the Financial Statements section of this
report.
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 2,162,099 shares
5
AMERICAN CAPITAL HOLDINGS, INC.
ITEM 1. DESCRIPTION OF BUSINESS. (CONTINUED)
of ACHI common stock, plus warrants to purchase a total of 216,210 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 shares by Spaulding to its shareholders, the Company intends to 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.
The assets acquired by ACHI from Spaulding, and subsequently acquired by the
Company from ACHI, consist primarily of equity ownership positions in the
following ten developing companies:
Smart Pill Holding Corporation Brilliant Coatings, Inc.
@visory, LLC eSmokes, Inc.
Efficien, Inc. IS Direct Agency, Inc.
Solid Imaging, Ltd. Century Aerospace Corporation.
Traffic Engine, Inc. Metroflex, Inc.
To date, the Company has sold its interests in SmartPill Holding Corporation
and eSmokes, Inc. The company has acquired 100% of the assets of IS Direct
Agency, Inc. in order to facilitate its current plan of operation.
On May 24, 2004, American Capital Holdings, Inc., formerly known as USA
SportsNet, Inc., filed a Form 10SB, file number 000-50776, accession number
0001288012-04-000001,SEC CIK number 0001288012,with the United States
Securities & Exchange Commission ("SEC"). On July 27, 2004, American Capital
Holdings, Inc.'s Form 10SB was ruled effective by the SEC.
Subsequently, American Capital Holdings, Inc. became party to the involuntary
bankruptcy proceedings of it's parent company, eCom eCom.com, Inc. American
Capital Holdings, Inc. is a petitioning creditor of eCom due to the financial
stance it assumed when eCom failed to pay its accountants, Wieseneck & Andres,
P.A. American Capital was forced to pay the auditing firm in order to
complete its audits, since American Capital is a spin-off company of eCom.
This liability cost American Capital's shareholders approximately $75,000.
Additionally, American Capital was forced to continue financial assistance to
eCom to bring all of the spinoff companies current with their SEC-qualified
accountants and other creditors. Prior to this particular debt, American
Capital had advanced eCom funds to cover operating expenses due to declining
business conditions for eCom and the declining health of eCom's CEO, David
Panaia. Mr. Panaia refused to acknowledge the debt by signing promissory notes,
as required by GAAP accounting. The most critical aspect of eCom's financial
crisis was that eCom was not able to pay its transfer agent, Florida Atlantic
Stock Transfer, the amounts required to send out the stock certificates of the
spin-off companies to the shareholders, and accordingly, the shares were not
issued as stated.
Since late June 2004, the management of American Capital Holdings, Inc. has
received hundreds of telephone calls from eCom shareholders, requesting
delivery of their promised spin-off shares. Numerous shareholders have made
demands to be sent their promised shares, many of them threatening legal action
6
AMERICAN CAPITAL HOLDINGS, INC.
ITEM 1. DESCRIPTION OF BUSINESS. (CONTINUED)
against eCom. Because of the aforementioned financial difficulties, eCom's
telephone lines were disconnected. eCom's shareholders contacted American
Capital Holdings, Inc. in an effort to garner information on the status of their
situation as American Capital was their only source for information.
During the period from late December 2004 thru mid-March 2005, American
Capital and the other petitioning creditors sympathized with the declining
health of eCom's CEO, David Panaia. These petitioning creditors have also
incurred considerable additional costs by providing continued financial
assistance to eCom. These costs included expenses to bring all of the spin-off
companies current with their SEC filings, Federal Tax Returns, State Income Tax
Returns, State Filing Fees, Accounting Expenses, SEC Auditing Expenses, Legal,
Administrative and other business-related expenses. This process included
utilizing American Capital employees, as well as hiring outside assistance,
i.e. additional accountants, tax assistance, and outside attorneys to expedite
the process.
In order protect its $250,000+ equity investment in eCom, and in order to
fulfill its fiduciary duty to American Capital shareholders, American Capital
proceeded with a plan to recapture the lost shareholder value of eCom. All eCom
shareholders are a part of American Capital's shareholder base, but American
Capital also has shareholders who acquired shares outside of the spinoff
transaction. These shareholders have no vested interest in eCom outside of
American Capital's debt and equity positions, and are therefore owed an even
greater fiduciary duty in protecting their interests. American Capital plans
to issue a rights offering of shares of the spinoff companies to American
Capital shareholders at a date to be announced.
The management of American Capital and eCom Directors Barney A. Richmond and
Richard Turner began to realize that the CEO of eCom, David Panaia, was not
abiding by his publicly stated agreements to accomplish what was originally set
forth in press releases regarding the previously announced spin-off plan.
Also, it is estimated that over $13.5 million of eCom shares had been traded
based on prior press releases concerning the spin-off announcement. It was
then determined by many of the shareholders that eCom was more than in
financial turmoil, and that Mr. Panaia did not have the resources to complete
that which he had publicly stated. In late August and September of 2004,
Chairman and CEO David Panaia quit taking calls from anyone, including the
management of American Capital. Additionally, eCom was not taking calls from
other creditors who were owed hundreds of thousands of dollars, including
eCom's SEC accounting firm.
Due to the dilemma caused as a direct result of Mr. Panaia's refusal to address
the monies advanced to eCom by American Capital, on November 22, 2004, Barney
A. Richmond resigned as an Officer and Director of eCom. Mr.Panaia refused to
file an 8-K statement regarding Mr. Richmond's resignation. In the absence of
other options, on November 29, 2004 an involuntary petition was filed against
eCom eCom.com, Inc. in the United States Southern District Bankruptcy Court (In
Re: Case No. 04-34535 BKC-SHF)under Title 11, Chapter 11 of the United States
Bankruptcy Code by petitioning creditors, American Capital Holdings, Inc.,
Richard Turner, Barney A. Richmond, and ACHI, Inc. The Bankruptcy proceedings
were initiated in an effort to implement a viable plan for reimbursement of
7
AMERICAN CAPITAL HOLDINGS, INC.
ITEM 1. DESCRIPTION OF BUSINESS. (CONTINUED)
costs incurred by American Capital Holdings, Inc., the petitioning creditors,
and all other creditors/vendors who have not been paid. Most importantly, the
proceedings will enable Mr. Richmond to initiate reorganization plans in an
effort to restore the shareholder value lost by approximately 6,000
shareholders. The aforementioned creditors are owed in excess of $1 million
dollars. A copy of the June 2, 2005 Chapter 11, Title 11 Amended Involuntary
Petition of eCom is posted on eCom's website, www.ecomecom.net.
On March 20, 2005, the Chairman/CEO and majority shareholder of eCom, David J.
Panaia, died from health complications.
On May 16, 2005, eCom and its creditors attended the first status conference in
the United States Bankruptcy Court - Southern District of Florida (In Re: Case
No. 04-34535 BKC-SHF) in front of the Honorable Judge Steven Friedman.
An order was granted to the petitioning creditors adjudicating eCom as a debtor
under Chapter 11, Title 11 of the United States Bankruptcy Code. The Order
included specific instructions for eCom to retain bankruptcy counsel by June 4,
2005.
On June 6, 2005, eCom and its creditors attended the second status conference
in the United States Bankruptcy Court - Southern District of Florida (In Re:
Case No. 04-34535 BKC-SHF) in front of the Honorable Judge Steven Friedman.
Orders were granted to employ the legal services of Kluger, Peretz, Kaplan &
Berlin to represent eCom in its aforementioned reorganization plans, and
to provide debtor in possession financing for $100,000. These motions were
presented in the first status conference which took place on May 16, 2005.
Additional orders were granted authorizing Barney A. Richmond to hold the
position of Chief Executive Officer, despite the potential conflict of interest
due to his position as Chairman and CEO of American Capital Holdings, Inc.,a
petitioning creditor. Additionally, Mr. Richmond has been ordered by the court
to reorganize eCom and the spinoff companies of eCom. The Board of American
Capital Holdings, Inc. approved a resolution authorizing Mr. Richmond to
temporarily divert his attention from the management of American Capital
Holdings in order to please the court by implementing the reorganization plans
for eCom and the spinoffs of eCom. The Board of American Capital recognizes
the role Mr. Richmond has assumed in these proceedings, and agrees that his
continued assistance is in the best interests of the shareholders of eCom,
American Capital, and the spinoffs of eCom.
On July 25, 2005, a third bankruptcy hearing was held in front of the Honorable
Judge Steven Friedman, during which two (2) orders were granted by the court.
The first order granted the Debtor permission to obtain post-petition financing
in the amount of $100,000 from American Capital Holdings, Inc. on the terms and
conditions set forth in the motion. The second order granted authorization for
the Debtor-in-Possession to (I) Provide Electronic Service Upon Equity Security
Holders and (II) Utilize Executive Mail Service for Purposes of Coordinating and
Effectuating Service Upon Equity Security Holders.
8
AMERICAN CAPITAL HOLDINGS, INC.
ITEM 1. DESCRIPTION OF BUSINESS. (CONTINUED)
Electronic copies of the May 16, June 6, and July 25 2005 court transcripts are
available on the eCom website, www.ecomecom.net.
A group of several of American Capital Holdings, Inc.'s and other outside
shareholders have designated resources to capitalize and complete viable
business plans for the all of the above referenced spin-off companies. On May
31, 2005 several new shareholders invested $400,000 in eight (8) of the above
referenced companies to enable the companies to pay expenses relating to the
initial funding of these companies to achieve their respective business
purposes. This funding will be reflected in each company's Form
10SB audits and filings. This initial funding is to cover legal, accounting
and other expenses, including due diligence costs related to proposed
forthcoming acquisitions. More funding is planned for each company from
June 1, 2005 through November 30, 2005 in accordance with 506 Reg. D Private
Placement procedures, which will become available only to accredited investors.
Additionally, a plan is being formulated, subject to bankruptcy court approval,
which will provide a 100% payout to all of eCom's outstanding creditors.
The new management is committed to the plan, and believes these efforts,
combined with execution of the new business plans, will not only recapture
the lost shareholder value of eCom, but will enhance future long term
shareholder value as well.
Acquisition negotiations are underway and will be separately announced upon
completion. Management is confident in their ability to execute these
forthcoming plans.
American Capital Holdings, Inc.'s principal executive offices are located at
100 Village Square Crossing, Suite 202, Palm Beach Gardens, FL 33410, and our
telephone number is (561) 207-6395. The Company's fiscal year ends May 31,
2005. The company maintains a web site at www.americancapitalholdings.com.
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.
9
AMERICAN CAPITAL HOLDINGS, INC.
ITEM 1. DESCRIPTION OF BUSINESS. (CONTINUED)
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.)
Since May 31, 2005, the Company has continued the involuntary bankruptcy
petition and the reorganization plan for eCom and the spin-offs of eCom. On
June 6, 2005, eCom and its creditors attended the second status conference in
the United States Bankruptcy Court - Southern District of Florida (In Re: Case
No. 04-34535 BKC-SHF) in front of the Honorable Judge Steven Friedman.
Orders were granted to employ the legal services of Kluger, Peretz, Kaplan &
Berlin to represent eCom in its aforementioned reorganization plans, and
to provide debtor in possession financing for $100,000. These motions were
presented in the first status conference which took place on May 16, 2005.
Additional orders were granted authorizing Barney A. Richmond to hold the
position of Chief Executive Officer, despite the potential conflict of interest
due to his position as Chairman and CEO of American Capital Holdings, Inc.,a
petitioning creditor. Additionally, Mr. Richmond has been ordered by the court
to reorganize eCom and the spinoff companies of eCom. The Board of American
Capital Holdings, Inc. approved a resolution authorizing Mr. Richmond to
temporarily divert his attention from the management of American Capital
Holdings in order to please the court by implementing the reorganization plans
for eCom and the spinoffs of eCom. The Board of American Capital recognizes
the role Mr. Richmond has assumed in these proceedings, and agrees that his
continued assistance is in the best interests of the shareholders of eCom,
American Capital, and the spinoffs of eCom. The court-ordered reorganizations
must be complete 30 days from the date of the order, June 6, 2005.
Employees. The Company currently has seven full-time employees. These
employees are considered full-time employees of American Capital, but have
recently devoted many hours of American Capital's time to eCom and the spinoff
companies to achieve regulatory compliance.
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.
10
AMERICAN CAPITAL HOLDINGS, INC.
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 report.
LACK OF OPERATING HISTORY. To date, we have been participating exclusively in
activities associated with the start-up of the Company, including structuring
the Company, acquiring assets, negotiating the acquisition of the insurance
subsidiaries needed to sell our products, obtaining the required licenses for
our intended insurance subsidiaries, and formulating our marketing strategies.
We have not yet commenced operations, and thusly have had no significant
revenues since inception. Until our pending acquisition of Universe Life is
completed, and until it is capitalized sufficiently to obtain the insurance
licenses needed to underwrite our products, we will use the services of third-
party insurance carriers in connection with any sales of our products, which
will reduce our net revenues. We have not yet realized revenues from sale of
our products, and have incurred a net loss of $(14,071,720) since inception, of
which $(10,444,744) are asset write-downs.
We expect our acquisition of Universe Life to be completed by November 2005.
We intend to begin sales of our proprietary products prior to this date,
but expect our revenues to be reduced in the interim as we will underwrite
the insurance portion through third-party carriers.
SPECULATIVE NATURE OF THE COMPANY'S 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.
WE WILL FACE INTENSE COMPETITION. We are and will continue to be one of many
participants in the business of selling life insurance backed financial
products. We have, however, applied for a patent on our insurance product
which specifically addresses the Governmental Accounting Standards Board
("GASB") Statement 45, which generally requires state and local governmental
employers to account for and report the annual cost of Other Post Employment
Benefits ("OPEB") and the outstanding obligations and commitments related to
OPEB in essentially the same manner as currently required for pension
obligations. Although we have applied for a patent on our product addressing
Statement 45, we will face competition from companies who may offer a similar
product 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.
11
AMERICAN CAPITAL HOLDINGS, INC.
THERE ARE NUMEROUS CONFLICTS OF INTEREST THAT MAY ARISE BETWEEN AMERICAN
CAPITAL HOLDINGS AND ITS OFFICERS AND DIRECTORS. Because some of our directors
are in the business of providing services to the insurance industry, they could
encounter conflicts of interest from time to time between the interests of the
Company and the interests of their clients. Douglas Sizemore provides
consulting services to various insurance companies. Norman E. Taplin is an
attorney specializing in insurance regulatory matters. Michael Camilleri owns
an actuarial firm which provides services to various insurance entities.
Because of the dual roles of Officer and Director of eCom and American Capital,
Mr. Turner and Richmond could encounter conflicts of interest between the two
(2) Companies. Resulting conflicts of interest will be resolved through exercise
of such judgment as is consistent with the fiduciary duties of management to the
Company.
NO PUBLIC MARKET CURRENTLY EXISTS. There is currently no public market for the
Company's common stock. Although we intend to apply for listing of our Common
Stock on the American Stock Exchange, there can be no assurance that we will be
successful in doing so, 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.
WE WILL REQUIRE ADDITIONAL CAPITAL. We have not yet begun sales of our
products, and will therefore require additional capital to sustain us until
sales begin and we are able to receive revenues from those sales. We may also
require additional capital in the future to sustain growth and achieve
favorable ratings. The required capital 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 subsidiary and the relationship between the statutory
capital and surplus of our life subsidiary 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
subsidiary 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 current and
intended 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
12
AMERICAN CAPITAL HOLDINGS, INC.
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 re-examine existing laws and regulations,
and may impose changes in the future. Our current and intended 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 current and intended 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.
OUR COMMON STOCK IS CURRENTLY CLASSIFIED AS A 'PENNY STOCK' AND IS NOT A
SUITABLE INVESTMENT FOR ALL INVESTORS. Our common stock is a penny stock and is
not a suitable investment for all investors. Generally, a penny stock is a
security that (i) is priced under five dollars, (ii) is not traded on a national
stock exchange or on NASDAQ (as opposed to the Over the Counter Bulletin Board
or the "pink sheets"), and (iii) is issued by a company that has less than $5
million in net tangible assets and has been in business less than three years.
Because our common stock is not yet publicly traded, and we have less than
$5,000,000 of net tangible assets, our common stock is currently classified as
"penny stock." While we intend to apply for listing on the American Stock
Exchange, there can be no assurance that we will be successful. If our common
stock does not become listed on the American Stock Exchange, or on another
exchange or the NASDAQ, or if our common stock does not trade at or above $5.00
per share, or if we do not maintain at least $5,000,000 of net tangible assets,
our common stock will continue to be classified as a penny stock. Penny stocks
are subject to Securities and Exchange Commission rules that impose special
sales practice requirements upon broker-dealers that sell such securities to
persons other than established customers or accredited investors. Consequently,
the rule may affect the ability of purchasers of our common stock to buy or sell
in any market that may develop. In addition, the Securities and Exchange
Commission has adopted a number of rules to regulate "penny stocks". These
rules may further affect the ability of owners of our common stock to sell their
13
AMERICAN CAPITAL HOLDINGS, INC.
shares in any market that may develop for them. Potential investors should be
aware that, according to the Securities and Exchange Commission Release No. 34-
29093, the market for penny stocks has suffered in recent years from patterns of
fraud and abuse. Such patterns include:
* control of the market for the security by one or a few broker-dealers that
are often related to the promoter or issuer;
* manipulation of prices through prearranged matching of purchases and sales
and false and misleading press releases;
* "boiler room" practices involving high pressure sales tactics and unrealistic
price projections by inexperienced sales persons;
* excessive and undisclosed bid-ask differentials and markups by selling
broker-dealers; and
* the wholesale dumping of the same securities by promoters and broker-dealers
after prices have been manipulated to a desired level, along with the inevitable
collapse of those prices with consequent investor losses.
We advise you to consult with your investment, tax and other professional
financial advisors prior to purchasing our stock. No independent rating agency
has reviewed our financial condition to determine whether the stock is a
suitable investment for any purchaser. The stock may not be a suitable
investment for you based on your ability to withstand a loss of your investment
or other aspects of your financial situation, including your income, net worth,
financial needs, investment risk profile, return objectives, investment
experience and other factors. Prior to purchasing any stock, you should consider
your investment allocation with respect to the amount of your contemplated
investment in our stock in relation to your other investment holdings and the
diversity of those holdings.
ITEM 2. DESCRIPTION OF PROPERTY.
The company does not own any real property. The company is located at
100 Village Square Crossing, Suite 202, Palm Beach Gardens, FL 33410,
consisting of approximately 1,231 square feet of office space. ACH incurs the
cost and full responsibility of the lease. The lease is for a term of one year,
at a rental of $3,478 per month including sales tax.
ITEM 3. LEGAL PROCEEDINGS.
The Company is a party to an Involuntary Bankruptcy Petition filed by the
Company, as one of three (3) petitioning creditors, against eCom that is
currently pending in the United States Bankruptcy Court - Southern
District of Florida (In Re: Case No. 04-34535 BKC-SHF).American Capital
Holdings, Inc. is a creditor of eCom and the spin-offs of eCom, and is
initiating the bankruptcy proceedings as means to reorganize eCom and the spin-
offs of eCom due to failed or failing businesses, and lost shareholder value. In
1999, eCom reached market capitalization of over $250 million. Since 1999,
market capitalization has hit record lows of approximately $120 thousand, and
currently ranges between $500 thousand and $1 million. The bankruptcy filing
will allow the Company to reorganize and/or divest their interest in order to
pursue profitable strategies as a means of restoring lost shareholder value.
14
AMERICAN CAPITAL HOLDINGS, INC.
The status of the bankruptcy proceedings is described in greater detail in the
section entitled "Description of Business-History." Electronic copies of the May
16, June 6, and July 25 2005 court transcripts are available on the eCom
website, www.ecomecom.net.
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, 2005.
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.
American Capital Holdings, Inc. is in the process of completing the acquisitions
that will provide the Company the ability within the next two (2) years to meet
the qualitative and quantitative listing standards of 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 5,000 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.
15
AMERICAN CAPITAL HOLDINGS, INC.
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
(CONTINUED)
RECENT SALES OF UNREGISTERED SECURITIES. Item 701 Reg. SB- During the period of
June 1, 2004 through May 31, 2005, the Company sold the following unregistered
securities. Other than as set forth below, there were no other sales of
unregistered securities made during the period covered by this report.
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.
Date Share Amount Consideration Description
07/01/2004 10,000 $ 10,000 Individual Private Placement
07/01/2004 15,000 $ 15,000 Individual Private Placement
10/07/2004 25,000 $ 25,000 Individual Private Placement
10/07/2004 25,000 $ 25,000 Individual Private Placement
11/08/2004 35,000 $ 35,000 Individual Private Placement
11/09/2004 15,000 $ 15,000 Individual Private Placement
11/09/2004 15,000 $ 15,000 Individual Private Placement
11/11/2004 100,000 $ 100,000 Individual Private Placement
11/11/2004 50,000 $ 50,000 Individual Private Placement
11/16/2004 5,000 $ 5,000 Individual Private Placement
12/01/2004 25,000 $ 25,000 Individual Private Placement
12/01/2004 115,000 $ 115,000 Individual Private Placement
12/02/2004 30,000 $ 30,000 Individual Private Placement
12/02/2004 150,000 $ 150,000 Individual Private Placement
12/01/2004 140,000 $ 140,000 Individual Private Placement
01/04/2005 25,000 $ 25,000 Individual Private Placement
03/03/2005 50,000 $ 50,000 Individual Private Placement
03/09/2005 50,000 $ 50,000 Individual Private Placement
04/01/2005 100,000 $ 100,000 Individual Private Placement
04/22/2005 40,000 $ 40,000 Individual Private Placement
04/22/2005 40,000 $ 40,000 Individual Private Placement
05/19/2005 60,000 $ 60,000 Individual Private Placement
05/19/2005 4,000 $ 4,000 Individual Private Placement
05/19/2005 3,000 $ 3,000 Individual Private Placement
05/19/2005 1,000 $ 1,000 Individual Private Placement
05/19/2005 12,000 $ 12,000 Individual Private Placement
05/20/2005 60,000 $ 60,000 Individual Private Placement
05/23/2005 150,000 $ 300,000 Individual Private Placement
05/27/2005 250,000 $ 250,000 Individual Private Placement
05/31/2005 75,000 $ 150,000 Individual Private Placement
16
AMERICAN CAPITAL HOLDINGS, INC.
ITEM 6. MANAGEMENT'S PLAN OF OPERATION
American Capital's primary business is insurance and insurance-related financial
products. In addition to traditional offerings such as life insurance, health
insurance, and annuities, we will offer financial strategies which utilize
insurance as a part of their balance sheet asset structure. American Capital
also is in the process of buying a licensed NASD Broker Dealer, which is planned
to be renamed Wall Street Securities, Inc. On the completion of NASD approval,
Wall Street Securities will be a wholly owned subsidiary of American Capital
Holdings, Inc. American Capital has entered into an agreement to purchase
Parker Asset Management, LLC, which is a licensed commodities trader.
Our GPACS(TM) product ("Government Pension Accounting Contract Solutions")
relate to a business method of adjusting the balance sheet of a business or
governmental organization. Recently, the Governmental Accounting Standards
Board issued Statement 45, which requires government employers to account for
other post-employment benefits ("OPEB") as a liability on the balance sheet.
This new requirement is likely to adversely affect the balance sheet of
governmental organization. The GPACS(tm) product relates to a balance sheet
method devised to address this issue, particularly addressing the unfunded
current and post employment liabilities for those obligations on the
municipality's or school board's balance sheet is offset by a life insurance
beneficiary asset. By purchasing whole and term life insurance products for a
pool of employees, with the employer as the beneficiary, and utilizing the tax
benefits of mandatory participation in a tax-qualified retirement plans, an
employer can realize various financial benefits.
The product provides improved treatment of tax obligations via qualified plans
which exempt FICA Taxes for both the employer and the employee regarding
unfunded sick, vacation and other special pay liabilities. The offsetting life
insurance asset on the organization's balance sheet can generate favorable
financial implications such as improved borrowing scenarios, reduction in the
cost of municipal bond insurance coverage and could possibly increase value of
outstanding or newly-issued bonds.
We intend to collect premiums and commissions on the insurance products sold as
a part of the investment structure, and also collect a consulting fee for the
product itself. Until our pending acquisition of Universe Life is completed,
and it is capitalized sufficiently to obtain the insurance licenses needed to
underwrite our products, we will use the services of third-party insurance
carriers in connection with any sales of our products. American Capital
Holdings, Inc. plans to utilize the existing sales and marketing divisions of IS
Direct Agency, Inc. to target the municipalities and school boards in the states
in which the subsidiaries are licensed to do business. IS Direct Agency will not
be involved in the sale of any financial products that are, or involve the sale
of, securities.
Our plan of operation includes the underwriting of the insurance aspects of our
products through our subsidiaries. Pending approvals of our above described
proposed acquisition of Universe Life, we will use third party insurance
carriers. However, upon completing the acquisition, which is expected in due
course, we will retain as much premium and commission money as possible within
our subsidiaries. We expect to be able to support operating expenses with
operating revenues beginning in 2006.
17
AMERICAN CAPITAL HOLDINGS, INC.
IS Direct Agency, Inc.
American Capital Holdings, Inc. purchased IS Direct Agency, Inc. ("IS Direct")
for 800,000 shares of the common stock of American Capital Holdings. The
acquisition was completed May 20, 2004. Included in this acquisition are the
assets listed below:
IS Direct Term Quick Website IS Direct Agency Name
Insurance Licenses Software
Business Process Methods Trademarks
Customers Prospective Customers
Vendor Relationships Insurance Carrier Relationships
Broker Relationships
IS Direct is an insurance agency which currently sells primarily term and whole
life insurance products. However, upon the completion of our proposed
acquisition of Universe Life, a life, health, and annuities carrier, the scope
of products available for sale by IS Direct is expected to broaden. In addition
to placing the insurance components of our financial products, IS Direct will
also sell term life products, annuities, and other traditional insurance
products. We expect most of the insurance products sold by IS Direct will
eventually be underwritten by Universe Life. IS Direct Agency will not be
involved in the sale of any financial products that are, or involve the sale of,
securities.
Universe Life
Universe Life is a life insurance company which we expect to use to underwrite
the insurance policies required by our GPACS products. We have an agreement to
purchase Universe Life, which is planned as another wholly-owned subsidiary of
the Company, pending regulatory approval of the change in control by the
Insurance Commissioner of the State of Idaho. The agreement stipulates a
purchase price of $100,000 in exchange for 100% ownership. Universe Life will
be acquired through receivership with no existing operations, but the process
for reinstatement is in progress and should be completed by November 30, 2005.
Universe Life is a life, health and annuities insurance carrier, which is
currently licensed to operate in four (4) states. Universe Life will
be initiating the application process to become licensed in all remaining
states, and expects to obtain the necessary licenses to operate in all fifty
(50) states in the near future. We expect Universe Life to be domiciled in the
State of South Carolina, with its principal offices in Charleston.
Our application for approval of our acquisition of Universe Life has been
filed with the Insurance Commissioner of the State of Idaho. We expect to
receive regulatory approval for our purchase of Universe Life by February
2006
Cosmopolitan Life
On October 30, 2004, we entered into an agreement to purchase one-hundred (100%)
percent of the voting shares of Cosmopolitan Life for $500,000 and a surplus
note in the amount of $250,000. We expected to close our acquisition of
Cosmopolitan Life by August 2005, upon regulatory approval by the Arkansas
18
AMERICAN CAPITAL HOLDINGS, INC.
Department of Insurance. July 7, 2005 American Capital Holdings, Inc. withdrew
the Form A submission and terminated our acquisition agreement due to the
outcome of our due diligence investigation.
19
AMERICAN CAPITAL HOLDINGS, INC.
ITEM 7. FINANCIAL STATEMENTS
PART II
FINANCIAL STATEMENTS
American Capital Holdings, Inc. May 31, 2005
INDEX - PART F/S
PAGE NO.
FINANCIAL STATEMENTS
Independent Auditors' Report . . . . . . . . . . . . . F-2
Consolidated Balance Sheets-RESTATED
May 31, 2005 and 2004 . . . . . . . . . . . . . . . . F-3
Consolidated Statement of Operations-RESTATED
For The Twelve Months Ended May 31, 2004 and 2005 . . F-4
Consolidated Statement of Changes in
Shareholders' Equity-RESTATED
From June 1, 2003 Through May 31, 2005 . . . . . . . F-5
Consolidated Statement of Cash Flows-RESTATED
For The Twelve Months Ended May 31, 2004 and 2005 . . F-7
Notes to Consolidated Financial Statements-RESTATED . F-8
F-1
20
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-RESTATED of
American Capital Holdings, Inc. as of May 31, 2005 and 2004 and the related
Consolidated Statements of Operations-RESTATED, Changes in Shareholders'
Equity-RESTATED and Cash Flows-RESTATED for the years then ended. 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, 2005 and
2004 and the results of their consolidated operations and cash flows for the
years then ended, in conformity with accounting principles generally accepted
in the United States of America.
As described in Note R to the financial statements, the Company wrote down
goodwill in the amount of $7,229,071 as impaired, and marketable securities in
the amount of $2,933,019 as a loss on investment in common stock in the
Consolidated Statement of Operations for the period ended May 31, 2004. The
remaining goodwill in the amount of $980,000 was reclassified as Insurance
Licenses that were acquired from IS Direct NY, Inc. The Net Loss for the year
ended May 31, 2004 was increased by $10,152,040, Retained Deficit was increased
by $10,689,644, and Accumulated Comprehensive Loss of $512,997 changed to
Accumulated Comprehensive Gain of $24,607.
/s/Wieseneck, Andres & Company, P.A.
North Palm Beach, Florida
November 22, 2005
F-2
AMERICAN CAPITAL HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS-RESTATED
FOR THE YEARS ENDING MAY 31, 2005 AND 2004
ASSETS 2005 2004
------ ------
Current Assets
Cash and Cash Equivalents $ 400,487 $ 22,614
Notes Receivable 384,966 138,952
Loans Receivable Related Parties 445,645 27,067
Prepaid Expenses 94,405 87,198
------------ ----------
Total Current Assets 1,325,503 275,831
------------ ----------
Property and Equipment, net 38,595 43,472
------------ ----------
Other Assets
Marketable Securities 81,355 2,963,177
Intangible Assets, net 28,938 27,649
Insurance Licenses 980,000 980,000
Security Deposit 3,110 3,110
------------ ----------
Total Other Assets 1,093,403 3,973,936
------------ ----------
TOTAL ASSETS $ 2,457,501 $ 4,293,239
============ ===========
LIABILITIES & STOCKHOLDERS' EQUITY
Liabilities
Current Liabilities
Accounts Payable $ 106,998 $ 27,806
Accrued Expenses 52,438 11,021
Loans Payable-Related Companies 29,511 57,681
Loans Payable-Shareholders 175,887 -
Notes Payable 1,040,477 839,977
------------ ----------
Total Current Liabilities 1,405,311 936,485
------------ ----------
Total Liabilities 1,405,311 936,485
------------ ----------
Stockholders' Equity
Common Stock $.0001 par value, 100 million
shares authorized, 17,398,903 with
1,300,000 unissued and 15,723,903 with
1,300,000 unissued 1,870 1,702
Paid-in-Capital 16,581,195 14,681,363
Retained Deficit 15,378,157) (11,350,918)
Accumulated Comprehensive Gain(Loss) (152,718) 24,607
------------ ----------
Total Stockholders' Equity 1,052,190 3,356,754
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 2,457,501 $ 4,293,239
=========== ===========
See accompanying summary of accounting policies and notes to financial
statements.
F-3
AMERICAN CAPITAL HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS-RESTATED
FOR THE YEARS ENDED MAY 31, 2005 and 2004
2005 2004
_____________ ____________
Revenues
Net Sales $ 123 $ -
Cost of Sales (10,839) (3,952)
------------ ------------
Gross (Loss) (10,716) (3,952)
Operating Expenses
General and Administrative, Net 261,448 122,647
Bad Debt - 343,995
Sales and Marketing 55,531 13,391
Impairment Expense 433,956 7,235,564
------------ ------------
Total Operating Expenses 750,935 7,715,597
------------ ------------
Loss from Operations (761,651) (7,719,549)
------------ ------------
Other Income (Expense)
Interest Income 12,670 2,260
Interest Expense (48,408) (23,006)
Loss on Disposition of Common Stock (2,204,151) (140,000)
Write Down/Off of Securities - (3,470,623)
------------ ------------
Net Other Expenses (2,239,889) (3,631,369)
------------ ------------
Net Loss Before Other Comprehensive Losses (3,001,540) (11,350,918)
------------ ------------
Other Comprehensive Income / (Loss)
Unrealized Holding Gain (Loss) (177,325) 24,607
------------ ------------
Net Other Comprehensive Gain(Loss) (177,325) 24,607
------------ ------------
Net Loss $ (3,178,865)$(11,326,311)
============ ============
Basic and Diluted
Net Loss Per Common Share $ (.20) $ (1.73)
============ ============
Weighted Average Shares Outstanding 15,863,486 6,551,685
============ ============
See accompanying summary of accounting policies and notes to financial
statements.
F-4
AMERICAN CAPITAL HOLDINGS, INC.
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY-RESTATED
FROM JUNE 1, 2003 THROUGH MAY 31, 2005
Accumulated
# of At Par other Total
Shares Value Add'l Paid Retained Comprehen- Stockholder
Issued $.0001 in Capital Deficit sive Income Equity
----------- ------- ---------- ----------- ---------- ----------
Balance 6/1/03 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 0 0 0 250
Issuance of
Common Stock for
the acquisition of
ACH,Inc assets 13,226,147 1,322 13,176,443 0 0 13,177,765
Issuance of Detach-
able Warrants 0 0 10,050 0 0 10,050
Purchase of IS Direct
Agency NY for 800,000
subscribed but
unissued shares 0 80 999,920 0 0 1,000,000
Conversion of $500,000
debt to stock-unissued 0 50 494,950 0 0 495,000
Accumulated other
comprehensive loss 0 0 0 0 24,607 24,607
Net Operating Loss 0 0 0 (11,350,918) 0(11,350,918)
--------- ------- ---------- ----------- ---------- ----------
Bal 5/31/04 15,723,903 1,702 14,681,363 (11,350,918) 24,607 3,356,754
Sale of 1,675,000
shares Common
Stock 1,675,000 168 1,899,832 0 0 1,900,000
Accumulated other
Comprehensive Loss 0 0 0 0 (177,325) (177,325)
Dividend Paid 0 0 0 (1,025,699) 0(1,025,699)
Net Operating Loss 0 0 0 (3,001,540) 0(3,001,540)
----------- ------- ---------- ----------- ---------- ----------
Bal 5/31/05 17,398,903 $1,870$16,581,195$(15,378,157)$ (152,718)$ 1,052,190
=========== ======= ========== =========== ========== ==========
See accompanying summary of accounting policies and notes to financial
statements. F-5
AMERICAN CAPITAL HOLDINGS, INC.
STATEMENTS OF CASH FLOWS-RESTATED
FOR THE YEARS ENDED MAY 31, 2005 and 2004
2005 2004
---------- ----------
Cash Flows From Operating Activities
Cash received from customers $ 123 $ -
Cash paid to suppliers of goods
and services (196,798) (155,059)
Income Taxes Paid - -
Interest Paid (48,408) (3,679)
Interest Received 12,670 2,260
______________ _____________
Net Cash Flows Used in
Operating Activities (232,413) (156,478)
______________ _____________
Cash Flows From Investing Activities
Purchase of Equipment (49,434) -
Purchase of Intangible Asset (1,289) (7,649)
Deposit Made on Insurance Carrier in Escrow (250,000) -
Proceeds from Sale of Marketable Securities 871,636 -
Purchase of Marketable Securities (345,000) (362,816)
Acquisition of Common Stock-Related Companies(1,198,752) -
Note Proceeds Converted to Equity - 500,000
Security Deposit - (3,110)
______________ _____________
Net Cash Flows Provided By
(Used In) Investing Activities (972,839) 126,425
______________ _____________
Cash Flows From Financing Activities
Note Receivable Proceeds Disbursed (271,014) (138,952)
Repayment of Notes Receivable 25,000 -
Loan Receivable Proceeds Disbursed (418,578) (27,067)
Loan Proceeds from Stockholders 175,887 80,338
Repayment of Loans to Stockholders - (22,657)
Repayment of Loan from Related Company (28,170) -
Note Payable Proceeds 250,000 -
Repayment of Note Payable (50,000) -
Proceeds of Sale from Common Stock 1,900,000 -
Proceeds from Notes Payable - 505,000
Credit Card Loans - 14,410
Repayment of Credit Card Loans - (14,410)
Loans to Freedom 4 - (343,995)
______________ _____________
Net Cash Flows Provided By
Financing Activities 1,583,125 52,667
______________ _____________
Net Increase in Cash 377,873 22,614
Cash and Cash Equivalents at
Beginning of Period, June 1, 2005 and 2004 22,614 0
______________ _____________
Cash and Cash Equivalents at
End of Period, May 31, 2005 and 2004 $ 400,487 $ 22,614
=============== =============
See accompanying summary of accounting policies and notes to financial
statements. F-6
AMERICAN CAPITAL HOLDINGS, INC.
STATEMENTS OF CASH FLOWS-RESTATED
FOR THE YEARS ENDED MAY 31, 2005 and 2004
Reconciliation of Net Loss to Net Cash Flows Used in Operating Activities
2005 2004
------------ -------------
Net Loss $(3,178,865) $ (11,326,311)
Cash was increased by
Add Non-Cash Items:
Depreciation 10,839 3,952
Loss on Disposition of Common Stock 1,860,787 3,639,973
Loss on Sale of Common Stock 343,364 -
Comprehensive Loss 177,325 (24,607)
Impairment Loss 433,956 7,235,564
Write Off of Equipment 6,779 -
Bad Debt - 343,995
Increase in Accounts Payable 79,192 27,806
Increase in Accrued Expenses 41,417 33,458
Cash was decreased by
Increase in Prepaid Expenses (7,207) (87,198)
Increase in Security Deposits - (3,110)
______________ _____________
Net Cash Flows Used in
Operating Activities $ (232,413) $ (156,478)
============== =============
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-RESTATED
TWELVE MONTHS ENDED MAY 31, 2005
NOTE A - DESCRIPTION OF BUSINESS
American Capital Holdings, Inc. (American Capital Holdings) is a Florida
Corporation whose primary business consists of insurance and proprietary
financial products designed to utilize tax incentives, and mitigate the impact
of balance sheet liabilities. 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.
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 are 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 are recorded at cost and depreciated over the estimated
useful lives of the related assets. Depreciation is computed using the straight-
line method.
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.
F-8
AMERICAN CAPITAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-RESTATED
TWELVE MONTHS ENDED MAY 31, 2005
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Impairment
Management test for impairment loss of goodwill, intangible assets, and long-
lived assets at least annually in accordance with SFAS 142, Goodwill and Other
Intangible Assets and SFAS 144, Accounting for the Impairment or Disposal of
Long-Lived Assets.
NOTE C - BUSINESS COMBINATION
The company acquired the net assets of I.S. Direct New York, an unrelated
company, through a reverse merger with its wholly owned subsidiary of I.S.
Direct Agency, Inc. The acquisition was accounted for as a business combination
in accordance with SFAS 141, paragraphs nine through twelve. I.S. Direct, Inc.
issued its shares of American Capital common stock it received in the exchange
of its stock at its inception with American Capital for the net assets of I.S.
Direct New York. The assets acquired by I.S. Direct, Inc., a wholly owned
subsidiary, include life and health insurance licenses to operate in all fifty
states, $980,000 and website and software costs for $20,000. The two assets of
I.S. Direct are included in the Consolidated Balance Sheet of American Capital
Holdings, Inc. All intercompany transactions have been eliminated at
consolidation.
NOTE D - NOTES RECEIVABLE
Notes Receivable at May 31, 2005 and 2004 consisted of the following:
2005 2004
8% non-collateralized notes due on demand. Interest is -------- --------
payable quarterly. Included in the balance is $19,935
of accrued interest receivable. $ 119,935 $ 111,963
Nine 8% promissory notes purchased from holders of notes
with Air Media Now, Inc. 11,906 -
A 4% Note Payable with interest payable monthly. Accrued
interest payable of $1,989 was included in the balance at
May 31, 2004. An additional $748 of accrued interest was
accrued in 2005. By mutual agreement between both parties,
the note receivable and all accrued interest was written
off in 2005. See below. - 26,989
A 5% non-collateralized surplus note that Cosmopolitan Life
Insurance has the right to repay, provided Cosmopolitan has
sufficient capital operate as a stipulated premiums life
insurance company. Included in the balance is $3,125 of
accrued interest. See below. 253,125 -
-------- --------
Total Notes Receivable $ 384,966 $ 138,952
========= ========
F-9
AMERICAN CAPITAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-RESTATED
TWELVE MONTHS ENDED MAY 31, 2005
NOTE D - NOTES RECEIVABLE (Continued)
Management has made a determination that the $25,000 note receivable from Solid
Imaging, LTD was uncollectible, and has written off the amount due and accrued
interest totaling $27,737 as a loss on investment. All of the other notes
receivable have been determined to be collectable and therefore, management has
not established an allowance for doubtful accounts.
American Capital and Cosmopolitan Life Insurance Company were in the process of
merging their operations. Between December 31, 2004 and May 31, 2005 issues
arose and the merger was withdrawn. American Capital and Cosmopolitan are
currently in discussion regarding payment of the note receivable.
NOTE E - LOANS RECEIVABLE RELATED PARTIES
The loans receivable from related corporate entities are non-collateralized,
non-interest bearing and are due on demand. As of May 31, 2005, eCom, a related
party, owed American Capital $71,086. As of November 29, 2004, eCom has been
adjudicated as a Chapter 11 Debtor in the involuntary bankruptcy proceedings of
the United States Bankruptcy Court - Southern District of Florida (In Re: Case
No. 04-34535 BKC-SHF). Pending bankruptcy court approval of eCom's
Reorganization Plan, which is expected in due course, there should not be a
material affect on the financial condition of American Capital.
The loans receivable as of May 31, 2005 and 2004 consisted of the following:
2005 2004
-------- --------
eCom eCom.com Inc. 1,086 27,067
AAB National Company 50,517 -
A Super Deal.com, Inc. 45,717 -
American Environmental,Inc. 43,973 -
ProCard Corporation 43,161 -
eSecureSoft Company 38,079 -
USAS Digital, Inc. 36,287 -
Swap and Shop.net Corp. 36,028 -
A Classified Ad, Inc. 34,319 -
USA Performance Products 33,517 -
MyZipSoft, Inc. 11,613 -
Other 1,348 -
-------- --------
Total $ 445,645 $ 27,067
======== ========
NOTE F - INVESTMENTS
The assets acquired by ACHI from Spaulding, and subsequently acquired by the
Company from ACHI, consisted 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.
F-10
AMERICAN CAPITAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-RESTATED
TWELVE MONTHS ENDED MAY 31, 2005
NOTE F - INVESTMENTS (Continued)
American Capital wrote off its remaining interests in these companies with the
exception of IS Direct Agency, Inc., as a charge to Write Off of Investments in
the amount of approximately $ 3.4 million on the May 31, 2004, financial
statements.
Available-for-Sale Securities
eCom eCom.com, Inc. is a Florida Corporation and trades on the OTC/PINK: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, 2005 was $254,869. At May 31, 2005, the market value
based on a closing bid price of 0.05 per share was $81,355. The difference in
cost versus market value is recorded as an unrealized holding loss of $177,325
in the Consolidated Statement of Operations at May 31, 2005.
NOTE G - PROPERTY AND EQUIPMENT
Equipment is stated at cost less depreciation. As of May 31, 2005, equipment
consisted of computer hardware, software, and office furniture and equipment.
Depreciation expense of $10,549 and $3,952 has been recorded for the years
ending May 31, 2005 and 2004 respectively.
NOTE H - 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 I - INTANGIBLE ASSETS
Intangible assets consist of website and software costs for $20,000, and fees
related to applications for patents and trademarks, $7,649 and $8,938 for 2004
and 2005 respectively. The intangible assets have not been placed into service,
therefore, no amortization has been computed.
NOTE J - OTHER ASSETS
Other assets consist primarily of security deposits on the lease of office
facilities.
NOTE K - LOAN PAYABLE RELATED PARTY
A non-interest bearing, non-collateralized loan payable to a related company in
the amount of $29,511 is due on demand. The company reduced the balance of the
loan payable at May 31, 2004 by paying principal of $28,170.
F-11
AMERICAN CAPITAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-RESTATED
TWELVE MONTHS ENDED MAY 31, 2005
NOTE L - NOTES PAYABLE
Promissory Notes Payable as of May 31, 2005 and 2004 consisted of:
May 31, 2005 May 31, 2004
-------------- -------------
Six 10% non-collateralized loans that have
various maturities throughout 2005. These loans
have been reduced by the amount of the value
assigned to the detachable warrants. $ 450,450 $ 499,950
---------- ---------
Total Notes Payable 450,450 499,950
Less Current Portion (450,450) (499,950)
---------- ---------
Net Long-term Debt $ 0 $ 0
========== =========
The short-term notes payable mature as follows:
May 31, 2005 $ 450,450 $ 499,950
Two non-interest bearing, non-collateralized loans
due on demand 590,027 340,027
---------- ---------
Total Notes Payable $1,040,477 $ 839,977
========== =========
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 M - WARRANTS
The Company has issued 1,005,000 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. The warrants are considered out of the money and are, therefore, not
valued.
F-12
AMERICAN CAPITAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-RESTATED
TWELVE MONTHS ENDED MAY 31, 2005
NOTE N - DIVIDENDS
The company, in the current year, bought a controlling interest in common stock
in the ten spin off companies as listed in Note E for various amounts. (eCom
eCom not being one of the ten companies.) The Board of Directors made the
decision that it did not want American Capital to be a holding company and,
therefore, approved a dividend to its stockholders of the stock of each of its
ten companies. Each shareholder of American capital received a prorated share
of the common stock of each of the ten companies it had previously acquired.
NOTE O - COMMITMENTS AND CONTINGENCIES
The Company leases approximately 1,231 square feet office facilities in Palm
Beach Gardens, Florida under an operating lease of $3,478 per month which
expires on January 31, 2006. 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, 2005 are:
Fiscal Years ending:
May 31, 2006 $ 28,247
--------
Total Minimum Lease Payments $ 28,247
Rent expense for the twelve month period ending May 31, 2005 was $39,634.
NOTE P - 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, 2005 totals approximately
$15,000,000. These carry-forwards, which will be available to offset future
taxable income, expire beginning in May 31, 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. 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.
F-13
AMERICAN CAPITAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-RESTATED
TWELVE MONTHS ENDED MAY 31, 2005
NOTE Q - 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, 2005 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 R - CHANGE IN ACCOUNTING PRINCIPLE/ERROR
For the year ended May 31, 2004, management determined that goodwill in the
amount of $7,229,071 was impaired, and marketable securities in the amount of
$2,933,019 had no value and, therefore, recognized impairment loss and a loss
on investment in common stock in the May 31, 2004 Restated Consolidated
Statement of Operations. These individual assets were purchased on February 29,
2004 from ACHI and included numerous equity interests and other holdings of
Spaulding Ventures, Inc. In addition, Goodwill in the amount of $980,000 was
reclassified as Insurance Licenses. The Insurance Licenses are an asset of the
wholly owned subsidiary of IS Direct, Inc. The Net Loss for the period ended
May 31, 2004 was increased by $10,152,040, the deficit in Retained Earnings was
increased by $10,689,644 and Accumulated Comprehensive Loss of $512,997 changed
from $512,997 to an Accumulated Comprehensive Gain of $24,607.
For the year ended May 31, 2005, management has determined that marketable
securities with a fair value of $433,956 should be written off due to the fact
that the American Capital Holdings, Inc., owner of approximately 90% of the
outstanding shares of common stock of Air Media Now, Inc., is unable to dispose
of any of their controlling interest because there are no remaining assets in
Air Media Now and to sell them would be unethical. Air Media now is traded on
the pink sheets. This charge off increased the May 31, 2005 Net Loss by
$433,956 and the Retained Deficit by a similar amount.
In addition, $1,025,699 was in advertently recorded as a "Declared Dividend" in
the current asset section of the May 31, 2005 balance sheet. This amount has
been correctly reclassified to Retained Earnings.
F-14
AMERICAN CAPITAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-RESTATED
TWELVE MONTHS ENDED MAY 31, 2005
NOTE S - 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
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, 2005 May 31, 2004
------------ ------------
Loss carry forward for tax purposes $(15,000,000) $ 11,000,000
============ ============
Deferred tax asset (34%) 5,100,000 3,740,000
Valuation allowance (5,100,000) (3,740,000)
------------- -------------
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, 2005 was approximately
$3,608,116. 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 T - RELATED PARTY TRANSACTIONS
The Company has receivables due from nine related entities. eCom eCom.com, Inc.
owes $71,086 for services paid to the Company's transfer agent and accountant.
Freedom 4 Wireless, Inc. owed the Company $670,199 for working capital and
inventory purchased by ACHI, and for contributions made between March 2004 and
June 2004. On February 1, 2005, this investment was converted into 47,457,356
shares of MyZipSoft, Inc. common stock. Additional advances were made after
February 1, 2005, resulting in a balance due from MyZipSoft of $11,613.
Additional advances to support operations were made into each of the following
eight spin-offs of eCom; A Super Deal.com, Inc, Swap and Shop.net Corp, A
Classified Ad, Inc, AAB National Company, Pro Card Corporation, USAS Digital
Inc, USA Performance Products, and eSecureSoft Company. These related party
transactions totaled $445,645 on May 31, 2005. The Company has received loans
from various Officers and Directors. As of May 31, 2005, the company owes
$155,243 to Barney Richmond and $20,418 to Richard Turner.
NOTE U - 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 The recognition of retirement obligations which will, therefore,
F-15
AMERICAN CAPITAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-RESTATED
TWELVE MONTHS ENDED MAY 31, 2005
NOTE U - RECENT ACCOUNTING PRONOUNCEMENTS (Continued)
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.
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, and there was
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 there has been 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.
F-16
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.
As of the end of the period covered by this report, based on an evaluation
of the Company's disclosure controls and procedures (as defined in Rules 13a-
15(e) and 15d-15(e) under the Securities Exchange Act of 1934), the Chief
Executive and Chief Financial Officer of the Company has concluded that the
Company's disclosure controls and procedures are effective at the reasonable
assurance level to ensure that information required to be disclosed by the
Company in its Exchange Act reports is recorded, processed, summarized and
reported within the applicable time periods specified by the SEC's rules and
forms.
There were no changes in the Company's internal controls over financial
reporting during the year ended May 31, 2005 that have materially affected, or
are reasonably likely to materially affect, our internal control over financial
reporting.
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.
Name Age Positions Held
-------------------------------------------------------------------------
Barney A. Richmond 54 Chairman/President/Secretary
Director
Richard C. Turner 46 Treasurer/Chief Financial
Officer/Director
Matthew Salmon 47 Director
Barry M. Goldwater, Jr. 67 Director
Douglas Sizemore 75 Director
Norman E. Taplin 55 Director
Michael Camilleri 52 Director
36
AMERICAN CAPITAL HOLDINGS, INC.
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS. (CONTINUED)
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. Mr. Turner served as CFO of eCom eCom.com, Inc. until
December 26, 2004. Mr. Turner's resignation from eCom on December 26, 2004, was
not accepted by the Board of Directors of eCom. Mr. Turner remained CFO and
continued to act as Interim President of eCom until Mr. Richmond was appointed
CEO of eCom by the Bankruptcy Court on June 6, 2005.
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 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
37
AMERICAN CAPITAL HOLDINGS, INC.
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS. (CONTINUED)
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 in 1974.
Matthew Salmon has been a Director of the Company since January 2004. Since
November 2000, Mr. Salmon has been President of his own company, Upstream
Consulting. As a Public Affairs Consultant and because of favorable contacts
which he has kept current with local and state government officials, Members
of Congress, and the White House Administration he is able to assist businesses
and government agencies with their strategies and helps them solve problems and
find favorable solutions for all involved. Mr. Salmon was elected to the U.S.
House of Representatives in November 1994 to represent Arizona's First
Congressional District. He served three terms, and chose not to seek re-election
in the year 2000, fulfilling a campaign promise he made to Arizona's voters in
1994.
Mr. Salmon served on the International Relations Committee, and its
subcommittees in Asia and in the Pacific, and International Operations and Human
Rights. Salmon also served on the Helsinki Commission and was Chairman and a
founding member of the House Renewable Energy Caucus. He also served on the
Education and the Workforce Committee. Mr. Salmon maintained an active
legislative agenda throughout his time in Congress, and played a prominent role
on issues related to foreign affairs, crime, education, energy and taxes, among
others.
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.
38
AMERICAN CAPITAL HOLDINGS, INC.
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS. (CONTINUED)
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.
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, 2005, there were a total of 17,398,903 shares of the Company's
stock outstanding. In addition, as of May 31, 2005, there were 1,300,000
shares of common stock subscribed for, but not yet issued, pursuant to the
conversion of certain convertible notes previously issued by the Company and
subscription agreements. 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 May 31, 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.
39
AMERICAN CAPITAL HOLDINGS, INC.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
(CONTINUED)
Number of % of Shares
Name and Address Shares Owned Outstanding
----------------------- -------------- ---------------
Barney A. Richmond, Director & President 7,084,048 28.2%
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) 2.0%
2700 N. 3rd Street, Suite 2012
Phoenix, AZ 85004
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 8.0%
161 San Antonio Way
Sacramenta, CA 95819
All Directors & Executive Officers
as a group (7 persons) 8,814,918 35.1%
(1) Represent 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.
40
AMERICAN CAPITAL HOLDINGS, INC.
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.
On February 29, 2004 the Company received intellectual property rights when t
acquired 53,910,922 common shares of Air Media Now, Inc. from ACHI, a related
company. The fair value of the publicly traded shares of Air Media Now, Inc. at
date of receipt was $3,469,622. On May 31, 2005 the market value based on a
closing bid price of .01 per share was $619,937. The difference in cost versus
market value is recorded as a deficit in Accumulated Other Comprehensive Income
of $2,849,685. The only asset of Air Media Now, Inc. is the right to certain
intellectual property.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
Exhibit No. Description
3.1 Amended Articles of Incorporation dated November 15, 2004
(incorporated by reference to the Company's Form 10-SB/A
filed January 11, 2005)
3.2 Bylaws of the Company (incorporated by reference to the
Company's Form 10-SB filed May 24, 2004)
31.1 Certification of principal executive officer
31.2 Certification of principal financial officer
32 Section 1350 Certification
99.1 Press Release from eCom eCom.com announcing spin off plan
(incorporated by reference to the Company's Form 10-KSB filed
August 29, 2005)
99.2 Court Orders from Involuntary Bankruptcy Petition of
eComeCom.com, Inc. (incorporated by reference to the Company's
Form 10-KSB filed August 29, 2005)
(b) Reports on Form 8-K
The Company filed no reports on Form 8-K during the period covered by this
Report.
41
AMERICAN CAPITAL HOLDINGS, INC.
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 $23,625 for
the fiscal year ended May 31, 2004, and $54,995 for the fiscal year ended May
31, 2005.
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,
2004, and $0 for the fiscal year ended May 31, 2005.
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, Principal Executive Officer
Dated December 1, 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, Principal Executive Officer
Dated December 1, 2005
-----------------
42
AMERICAN CAPITAL HOLDINGS, INC.
By /s/ Richard C. Turner
---------------------
Richard C. Turner, Chief Financial Officer and Director
Dated December 1, 2005
-----------------
By /s/ Michael Camilleri
---------------------
Michael Camilleri, Director
Dated December 1, 2005
-----------------
By /s/ Norman E. Taplin
--------------------
Norman E. Taplin, Director
Dated December 1, 2005
------------------
AMERICAN CAPITAL HOLDINGS, INC.
Exhibit 31.1
I, Barney A. Richmond, certify that:
(1) I have reviewed this Annual Report on Form 10-KSB/A 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: December 1, 2005
/s/ Barney A. Richmond
----------------------------------
Barney A. Richmond, Principal Executive Officer
AMERICAN CAPITAL HOLDINGS, INC.
I, Richard C. Turner, certify that:
(1) I have reviewed this Annual Report on Form 10-KSB/A 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: December 1, 2005
/s/ Richard C. Turner
------------------------
Richard C. Turner, Chief Financial Officer
AMERICAN CAPITAL HOLDINGS, INC.
Exhibit 32
In connection with the Annual Report of American Capital Holdings, Inc. (the
"Company") on Form 10-KSB/A for the period ending May 31, 2005 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, Principal Executive Officer
December 1, 2005
/s/ Richard C. Turner
---------------------------
Richard C. Turner, Chief Financial Officer
December 1, 2005