SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 30, 2004
Commission File Number 000-50776
AMERICAN CAPITAL HOLDINGS, INC.
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(Exact name of small business issuer as specified in its charter)
Florida 65-0895564
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 VILLAGE SQUARE CROSSING, SUITE 202
PALM BEACH GARDENS, FLORIDA 33410
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(Address of principal executive offices)
(561) 207-6395
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(Registrant's telephone number, including area code)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes [ X ] No [ ]
As of November 30, 2004 the issuer had 15,723,903 shares of common stock,
$.0001 Par Value, outstanding.
Transitional Small Business Disclosure format: Yes [ ] No [ X ]
AMERICAN CAPITAL HOLDINGS, Inc. Form 10-QSB NOVEMBER 30, 2004
INDEX
PAGE NO.
PART I FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
Independent Accountants' Report . . . . . . . . . . . . . . . 3
Consolidated Balance Sheets
November 30, 2004 and May 31, 2004 . . . . . . . . . . . . . 4
Consolidated Statement of Operations
Six Months Ended November 30, 2004 and November 30, 2003 . . 5
Consolidated Statement of Operations
Three Months Ended November 30, 2004 and November 30, 2003 . 6
Consolidated Statement of Changes in Shareholders' Equity
from June 1, 2003 Through November 30, 2004 . . . . . . . . 7
Consolidated Statement of Cash Flows
for the Three Months Ended November 30, 2004 and 2003 . . . 8
Notes to Consolidated Financial Statements . . . . . . . . . 10
ITEM 2 Management's Discussion and Analysis or Plan of Operation . . . 21
ITEM 3 Controls and Procedures . . . . . . . . . . . . . . . . . . . . 24
PART II OTHER INFORMATION
ITEM 1 Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . 25
ITEM 2 Unregistered Sales Of Equity Securities and Use Of
Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
ITEM 3 Defaults Upon Senior Securities . . . . . . . . . . . . . . . . 26
ITEM 4 Submission Of Matters to a Vote Of Security Holders. . . . . . . 26
ITEM 5 Other Information . . . . . . . . . . . . . . . . . . . . . . . 26
ITEM 6 Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
SIGNATURES AND CERTIFICATIONS . . . . . . . . . . . . . . . . . . . . . 27
2
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 Accountants' Report
To the Board of Directors and Stockholders
American Capital Holdings, Inc.
Palm Beach Gardens, Florida
We have reviewed the accompanying consolidated balance sheet of American Capital
Holdings, Inc. as of November 30, 2004 and May 31, 2004, and the related
consolidated statements of operations, for the three-month periods and the six-
month periods ended November 30, 2004 and 2003, the consolidated statement of
changes in stockholders' equity from June 1, 2003 through November 30, 2004, and
the consolidated statement of cash flows for the six-month periods ended
November 30, 2004 and 2003, in accordance with Statements on Standards for
Accounting and Review Services issued by the American Institute of Certified
Public Accountants. All information included in these financial statements is
the representation of the management of American Capital Holdings, Inc.
A review consists principally of inquiries of Company personnel and analytical
procedures applied to financial data. It is substantially less in scope than an
audit in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements in order for them to be in
conformity with accounting principles generally accepted in the United States of
America.
/s/Wieseneck, Andres & Company, P.A.
North Palm Beach
January 7, 2005
3
AMERICAN CAPITAL HOLDINGS, INC.
CONSOLIDATED BALANCE SHEET
NOVEMBER 30, 2004 MAY 31, 2004
ASSETS
Current Assets
Cash and Cash Equivalents $ 33,618 $ 22,614
Notes Receivable 155,353 138,952
Loans Receivable Related Parties (net) 380,447 27,067
Prepaid Expenses 103,749 87,197
Marketable Securities 2,277,126 2,963,178
Other Current Assets 250,000 -
------------ ------------
Total Current Assets 3,200,293 3,239,008
------------ ------------
Property and Equipment, net 52,765 43,472
------------ ------------
Other Assets
Intangible Assets, net 1,268,477 2,960,668
Goodwill 8,209,071 8,209,071
Security Deposit 3,110 3,110
------------ ------------
Total Other Assets 9,480,658 11,172,849
------------ ------------
TOTAL ASSETS $ 12,733,716 $ 14,455,329
============ ============
LIABILITIES & STOCKHOLDERS' EQUITY
Liabilities
Current Liabilities
Accounts Payable $ 20,640 $ 27,806
Accrued Expenses 21,945 11,021
Loan Payable Related Parties 276,082 57,681
Current Portion of Notes
and Loans Payable 1,049,977 834,977
------------ ------------
Total Current Liabilities 1,368,644 931,485
------------ ------------
Total Liabilities 1,368,644 931,485
------------ ------------
Stockholders' Equity
Common Stock $.0001 par value, 300 million
shares authorized, 15,723,903 shares issued
and outstanding, 1,595,000 unissued 1,732 1,702
Paid-in-Capital 14,981,333 14,686,363
Accumulated Deficit (1,231,002) (651,224)
Accumulated Comprehensive Loss (2,386,991) (512,997)
------------ ------------
Total Stockholders' Equity 11,365,072 13,523,844
------------ ------------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 12,733,716 $ 14,455,329
============ ============
See accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.
4
AMERICAN CAPITAL HOLDINGS, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED
NOVEMBER 30, 2004 AND 2003
NOVEMBER 30, 2004 NOVEMBER 30, 2003
Revenues
Net Sales $ 123 $ -
Cost of Sales (8,079) -
------------ ------------
Gross Profit (7,956) -
------------ ------------
Operating Expenses
General and Administrative 488,385 -
Sales and Marketing 15,357 -
Amortization - -
------------ ------------
Total Operating Expenses 503,741 -
------------ ------------
Loss from Operations (511,698) -
------------ ------------
Other Income (Expense)
Interest Income 4,943 -
Interest Expense (24,659) -
Loss on Disposition
of Marketable Securities (48,364) -
------------ ------------
Net Other Expenses (68,081) -
------------ ------------
Net Loss Before Other Comprehensive Losses (579,778) -
Other Comprehensive Income / (Loss)
Unrealized Holding Loss During Period (1,873,994) -
------------ ------------
Total Comprehensive Loss (1,873,994) -
------------ ------------
Net Loss $ (2,453,772) $ 0
============ ============
Basic and Diluted
Net Loss Per Common Share (.16) -
============ ============
Weighted Average Shares Outstanding 15,723,903 5
============ ============
See accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.
5
AMERICAN CAPITAL HOLDINGS, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED
NOVEMBER 30, 2004 AND 2003
NOVEMBER 30, 2004 NOVEMBER 30, 2003
Revenues
Net Sales $ 57 $ -
Cost of Sales (4,069) -
------------ ------------
Gross Profit (4,012) -
------------ ------------
Operating Expenses
General and Administrative 243,224 -
Sales and Marketing 1,806 -
Amortization - -
------------ ------------
Total Operating Expenses 245,029 -
------------ ------------
Loss from Operations (249,041) -
------------ ------------
Other Income (Expense)
Interest Income 2,479 -
Interest Expense (12,054) -
Loss on Disposition
of Marketable Securities (55,000) -
------------ ------------
Net Other Expenses (64,575) -
------------ ------------
Net Loss Before Other Comprehensive Losses (313,617) -
Other Comprehensive Income / (Loss)
Unrealized Holding Loss During Period (757,674) -
------------ ------------
Total Comprehensive Loss (757,674) -
------------ ------------
Net Loss $ (1,071,290) $ 0
============ ============
Basic and Diluted
Net Loss Per Common Share (.07) -
============ ============
Weighted Average Shares Outstanding 15,723,903 5
============ ============
See accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.
6
AMERICAN CAPITAL HOLDINGS, INC.
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
FROM JUNE 1, 2003 THROUGH NOVEMBER 30, 2004
Add'l Paid
Number of At Par in Capital Retained Accum. other Total
Shares Value & Treasury Earnings Comprehen- Stockholder
Issued $.0001 Stock (Loss) sive Inc. Equity
---------- ------ ----------- ---------- ---------- -----------
Balance 6/01/03 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 - - - 250
Issuance of Common Stock
for the acquisition
of ACHI, Inc.
assets. 13,226,147 1,322 13,176,443 - - 13,177,765
Issuance of
detachable warrants - - 10,050 - - 10,050
Purchase of IS Direct
Agency NY for 800,000,
subscribed but
unissued shares - 80 999,920 - - 1,000,000
Conversion of
$500,000 Debt
to stock - unissued - 50 499,950 - - 500,000
Accumulated other
Comprehensive loss - - - - (512,997) (512,997)
Net Operating Loss - - - (651,224) - (651,224)
---------- ------ ----------- ---------- ---------- -----------
Balance 5/31/04 15,723,903 1,702 14,686,363 (651,224) (512,997) 13,523,844
Sale of 295,000
shares of Common
Stock - unissued - 30 294,970 - - 295,000
Accumulated other
Comprehensive Loss - - - - (1873,994) (1,873,994)
Net Operating Loss - - - (579,778) - (579,778)
---------- ------ ----------- ---------- ---------- -----------
Bal. 11/30/04 15,723,903 $1,732 $14,981,333$(1231,002)$(2386,991)$11,365,072
========== ====== =========== ========== ========= ============
See accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.
7
AMERICAN CAPITAL HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED NOVEMBER 30, 2004 AND 2003
NOVEMBER 30, 2004 NOVEMBER 30, 2003
Cash Flows From Operating Activities
Cash received from customers $ 123 $ -
Cash paid to suppliers of goods
and services (570,201) -
Income Taxes Paid - -
Interest Paid (14,863) -
Interest Received 448 -
_______________ _______________
Net Cash Flows Used in
Operating Activities (584,493) -
_______________ _______________
Cash Flows From Investing Activities
Purchase of Equipment (1,400) -
Deposit Made on Insurance Carrier in Escrow (250,000) -
Sale of Marketable Securities 821,636 -
Purchase of Marketable Securities (377,348) -
Purchase of Promissory Notes (11,906)
_______________ _______________
Net Cash Flows Provided By
(Used In) Investing Activities 180,982 -
_______________ _______________
Cash Flows From Financing Activities
Loans from Related Companies 882,736 -
Repayment of Loans from Related Companies (978,221) -
Proceeds from Sale of Stock 545,000 -
Payments on Notes Payable (35,000) -
_______________ _______________
Net Cash Flows Provided By
Financing Activities 414,515 -
_______________ _______________
Net Increase / (Decrease) in Cash 11,004 -
Cash and Cash Equivalents at
Beginning of Period, June 1, 2004 and 2003 22,614 0
_______________ _______________
Cash and Cash Equivalents at
End of Period, November 30, 2004 and 2003 $ 33,618 $ 0
=============== ===============
See accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.
8
AMERICAN CAPITAL HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED NOVEMBER 30, 2004 AND 2003
Reconciliation of Net Loss to Net Cash Flows Used in Operating Activities
NOVEMBER 30, 2004 NOVEMBER 30, 2003
Net Income (Loss) $ (2,453,772) $ -
Cash was increased by:
Increase in accrued expenses
Other Comprehensive Income 1,873,994 -
Valuation Loss
Amortization - -
Depreciation 8,079 -
Increase in Accrued Expenses 10,924 -
Cash was decreased by
Decrease in Accounts Payable (7,166) -
Increase in Prepaid Expenses (16,552) -
_______________ _______________
Net Cash Flows Used in
Operating Activities $ (584,493) $ -
=============== ===============
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, notes to financial
statements and independent accountants' review report.
9
AMERICAN CAPITAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED NOVEMBER 30, 2004
NOTE A - NATURE OF OPERATIONS
American Capital Holdings, Inc. (the "Company") was incorporated in the State
of Florida on January 27, 1999 as U S Amateur Sports Company, a wholly owned
subsidiary of eCom eCom.com, Inc.("eCom") which trades on the OTC/Bulletin
Board under the symbol 'ECEC.' On March 19, 2003, the Company changed its name
to USA SportsNet Company, and on December 12, 2003 changed its name to American
Capital Holdings, Inc. in connection with its spin off by eCom and its
acquisition of certain assets of a company formerly known as American Capital
Holdings, Inc. (now known as ACHI, Inc.) The Company's main office is located
at 100 Village Square Crossing, Suite 202, Palm Beach Gardens, Florida 33410,
and the telephone number is (561) 207-6395.
IS Direct Agency, Inc. ("ISDA") was incorporated in the State of Florida on May
20, 2004. On May 21, 2004 ISDA acquired the assets of IS Direct Agency, Inc., a
New York Corporation. ISDA provides internet based term life insurance quotes.
While a wholly owned subsidiary of eCom, the Company developed an e-commerce
Internet infrastructure. This product provided an affordable, user-friendly
technological platform and professional resources to facilitate web business
development. It also operated an on-line business as a test model using
Company developed e-commerce concepts to sell sports products.
The Spin-Off. The Company was one of ten wholly owned subsidiaries of eCom,
with varying business plans. In recent years, eCom concluded that it did not
have the financial resources necessary to develop all of its ten business units
collectively. eCom decided to spin off its subsidiaries into independent
companies in the belief that independent companies, each with a distinct
business, would be better able to obtain necessary funding and develop their
business plans. This belief was based in part on eCom's experience with
potential business partners which sought involvement with only one of eCom's
subsidiaries, rather than involvement with the multi-faceted eCom.
On December 1, 2003, the Board of Directors of eCom approved the spin-off of
the Company. They voted to issue to the shareholders of eCom one share of the
Company for every one share of eCom owned as of the record date of January 5,
2004. Fractional shares will be purchased by the Company. No payment was
required of the eCom shareholders.
Acquisition from American Capital Holdings. After the spin off of the Company
was completed, the Company was presented with an opportunity to acquire certain
assets of American Capital Holdings, Inc. (now known as, and referred to
hereafter as ACHI). On January 12, 2004, the Company entered into an Asset
Purchase Agreement with ACHI whereby the Company acquired certain assets of
ACHI in return for the issuance of common stock of the Company in an amount
equal to 84.1% of the total ownership of the Company. In order to accomplish
this transaction, the Company effected a 20 to 1 reverse stock split, which
reduced its outstanding stock to 2,497,756 shares, and agreed to issue to ACHI
See accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.
10
AMERICAN CAPITAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED NOVEMBER 30, 2004
NOTE A - NATURE OF OPERATIONS (CONTINUED)
49,955,112 shares. ACHI agreed to accept the issuance of 13,561,804 shares at
closing, and assigned its right to receive the 13,561,804 shares to its
principle, Barney A. Richmond, now the President of the Company. The remaining
36,393,308 shares were reserved for issuance by the Company in connection with
future acquisitions and financings. The Company then changed its name to
American Capital Holdings, Inc., and ACHI changed its name to ACHI, Inc. Of the
36,393,308 shares reserved for future issuance, 2,162,099 shares have now been
issued to the shareholders of Spaulding Ventures, LLC, in replacement of shares
of ACHI to be issued to Spaulding in connection with a prior acquisition of
assets by ACHI from Spaulding.
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation, Use of Estimates
The Company maintains its accounts on the accrual basis of accounting. The
preparation of financial statements in conformity with U.S. generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Revenue Recognition
Revenue and Dividends from investments is recognized at the time the investment
dividends are declared payable by the underlying investment. Capital Gains and
losses is recorded on the date of sale of the investment.
Cash
Cash consists of deposits in banks and other financial institutions having
original maturities of less than ninety days.
Allowance for Doubtful Accounts
It is the policy of management to review the outstanding accounts receivable
at year end, as well as the bad debt write-offs experienced in the past, and
establish an allowance for doubtful accounts for uncollectible amounts.
Depreciation
Property and equipment is recorded at cost and is depreciated over the
estimated useful lives of the related assets. Depreciation is computed using
the straight-line method.
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
See accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.
11
AMERICAN CAPITAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED NOVEMBER 30, 2004
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
asset shall be amortized over management's best estimate of its useful life.
An intangible asset with a indefinite useful life is not amortized. The useful
life to an entity is the period over which the asset is expected to contribute
directly or indirectly to the future cash flows of that entity.
Investments
Investments are stated at the lower of cost and market value.
NOTE C - NOTES RECEIVABLE
Notes Receivable at November 30, 2004 consist of the following:
An 8% non-collateralized note that matures in December 2004,
Interest is payable quarterly. Included in the balance is
$15,957 of accrued interest receivable. $115,957
A 4% non-collateralized note due on demand. Included in
The balance is $2,490 of accrued interest receivable. 27,490
Nine 8% promissory notes purchased from holders of notes
with Air Media Now, Inc. 11,906
----------
Total Notes Receivable $155,353
==========
Management has made a determination that all of the notes receivable are
collectable and therefore, has not established an allowance for doubtful
accounts.
NOTE D - LOANS RECEIVABLE RELATED PARTIES
The three loans receivable from related corporate entities are non-
collateralized, non-interest bearing and are due on demand.
The loans due as of November 30, 2004 are as follows:
A Super Deal.com, Inc $ 10,000
Swap and Shop.net Corp. 8,000
A Classified Ad, Inc. 10,000
AAB National Company 8,000
Pro Card Corporation 8,000
USAS Digital, Inc. 10,000
eSecureSoft Company 8,000
eCom eCom.com Inc. 64,527
Freedom 4 Wireless, Inc. 597,915
Less bad debts (343,995)
---------
Total $ 380,447
=========
See accompanying summary of accounting policies, notes to financial statements
and independent accountants' review report.
12
AMERICAN CAPITAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED NOVEMBER 30, 2004
NOTE E - INVESTMENTS
The Company accounts for its investments in common stock using the equity
method for those investments which the Company does not own a controlling
interest. These investments are currently recorded at cost. The Company's
share of the investors earnings or losses, if any, are not available at the
date of these financial statements. No quoted market price is available for
these investments.
The Company accounts for investments in common stock for which there is a
quoted market price as an Available-for-Sale security under Statement of
Financial Accounting Standards No. 115, Accounting for Certain Investments in
Debt and Equity Securities.
On November 30, 2004, investments consisted of the following:
Equity Method of Accounting
Investment Securities at Cost
@Visory, LLC $ 112,500
Brilliant Coatings, Inc. 250,000
Century Aerospace Corporation 285,000
eSmokes, Inc. 0
Efficien, Inc. 287,000
Smartpill Diagnostics, Inc. 345,000
Metroflex, Inc. 900,000
-----------
Total Equity Method Securities at Cost 2,179,500
Available-for-Sale method of accounting
eCom eCom.com Inc. 97,626
-----------
Total Available-for-Sale securities 97,626
-----------
Total Investment Securities $ 2,277,126
===========
Equity Method Securities:
@Visory, LLC is a limited liability company located in East Aurora NY. The
Company owns 250,000 Series A units of @Visory LLC. The Company's investment
amounts to 1.2% of the outstanding units of @Visory, LLC. @Visory, LLC is
taxed as a partnership, not publicly traded. As of August 31, 2004 @Visory,
LLC had investments in the following companies: Appraisal.com; SmartPill
Diagnostics; Efficien; Liquid Matrix; Saturn Internet Reservations;
StudentVoice; Synacor; and Yipee, Inc.
See accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.
13
AMERICAN CAPITAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED NOVEMBER 30, 2004
NOTE E - INVESTMENTS (CONTINUED)
Brilliant Coatings is a Nevada Corporation. The Company owns 15,000,000 common
shares of Brilliant Coatings. The Company's investment amounts to 2.3% of the
outstanding common shares of Brilliant Coatings Inc.
Century Aerospace is a Delaware Corporation. The Company owns 57,000 common
shares of Century Aerospace. The Company's investment amounts to .7% of the
outstanding common shares of Century Aerospace
eSmokes, Inc is a Florida Corporation. The company owns 300,000 common shares
of eSmokes, Inc. The Company's investment amounted to 3.3% of the outstanding
shares of eSmokes, Inc. On October 19, 2004, the company sold the 300,000
commons shares for the cost of $45,000, with a loss of $55,000.00.
Efficien, Inc. is a Delaware Corporation. The Company owns 500,000 common
shares of Efficien. The Company's investment amounts to 11.9% of the
outstanding common shares of Efficien, Inc. Efficent specializes in the
development of internet based applications to improve the efficiency of
hospital supply and material flow through an integrated application service
provider (ASP) solution.
SmartPill Diagnostics, Inc. is a Delaware Corporation. The Company owns
1,194,824 Series A preferred shares of SmartPill Diagnostics, Inc. The
Company's investment amounts to 11.60% of the outstanding shares of SmartPill
Diagnostics, Inc. SmartPill Diagnostics is a leading developer of SmartPill
Capsule endoscopy technology. About the size of a vitamin pill, the SmartPill
Capsule is a capsule endoscopy device that uses patented technology to measure
peristaltic pressure, pH and transit time, and determine real-time location;
factors that aid Gastroenterologists in the diagnosis of such GI motility
disorders as Gastroparesis and Dyspepsia. The patient benefits from a more
accurate diagnosis and a more comfortable, non-invasive, non-surgical approach
to GI exploratory examinations. On June 28, 2004 the Company sold all 1,194,824
shares for $776,635.60, resulting in a gain on sale of $6,635.60. On June 30,
2004 the Company purchased 175,909 shares for $345,000.
Metroflex, Inc. is a Delaware Corporation. The Company owns 900,000 common
shares of Metroflex, Inc. Metroflex's MetroFlexCard operates as a MasterCard
debit card. The card enables employers to set up programs through which
employees can pay for commuter expenses-mass transit and parking expenses on a
pretax basis.
Available-for-Sale Securities:
eCom eCom.com, Inc. is a Florida Corporation and trades on the OTC/BB:ECEC. The
company which was the former parent of USA SportsNet Company now American
Capital Holdings, Inc. owns 1,437,100 common shares of eCom. The Company's
See accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.
14
AMERICAN CAPITAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED NOVEMBER 30, 2004
NOTE E - INVESTMENTS (CONTINUED)
investment amounts to 2.9% of the outstanding shares of eCom. The cost for
this investment as of August 31, 2004 was $235,071. On May 31, 2004 the
market value based on a closing bid price of 0.16 per share was $215,565. The
difference in cost versus market value is recorded as a deficit in Accumulated
Other Comprehensive Income of $19,506.
NOTE F - PROPERTY AND EQUIPMENT
Equipment consisting of various Cisco routers, switches, cables, and dual speed
hubs were acquired from a company owned by a majority stockholder of American
Capital Holdings, Inc. The equipment is being to support a hosting operations
center. Additional equipment was purchased by IS Direct Agency during the
quarter ending August 31, 2004. Depreciation expense of $4,010 has been
recorded for the quarter ending November 30, 2004. Accumulated depreciation at
November 30, 2004 is $11,973.
NOTE G - PREPAID EXPENSES
Prepaid expenses consist principally of amounts paid for auditing work for the
Company, along with marketing and research material to be used for investor
relations.
NOTE H - INTANGIBLE ASSETS
On February 29, 2004, the Company received intellectual property rights when it
acquired 53,910,922 common shares of Air Media Now, Inc. from a related
company. The fair value of the publicly traded shares at date of receipt was
$3,469,622. The Intellectual property rights were not amortized at February
29, 2004. Management reviews intangible assets for impairment annually.
Intangible assets with a finite useful life acquired after June 30, 2001 are
amortized over their useful lives to the company. Intangible assets acquired
after June 30, 2001 having a infinite useful life are recorded at their fair
value and are not amortized. Management reviews all intangible assets for
impairment annually. Market value of the Air Media Now property decreased
between February 29, 2004 and November 30, 2004. This decrease has been
recorded
has been recorded as a decrease in paid in capital of $1,609,811.
See accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.
15
AMERICAN CAPITAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED NOVEMBER 30, 2004
NOTE I - OTHER ASSETS
Other assets consist primarily of security deposits on the lease of office
facilities.
NOTE J - PROMISSORY NOTES
Promissory Notes as of November 30, 2004 consisted of:
November 30, 2004
---------------
Four interest bearing, non-collateralized
loans. The loans have various maturities
throughout 2004. $ 469,950
----------
Total Notes Payable 469,950
Less Current Portion (469,950)
----------
Net Long-term Debt $ 0
==========
The short-term notes payable mature as follows:
November 30, 2004 $ 469,950
==========
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 K - WARRANTS
The Company has issued 1,005,000 (505,000 + 500,000) detachable warrants for
each dollar of debt as described in Note J 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, each unit of Spaulding entitled the
owner to one warrant with an exercise price of $6.00 each.
See accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.
16
AMERICAN CAPITAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED NOVEMBER 30, 2004
NOTE K - WARRANTS (CONTINUED)
The following is a summary of warrants through November 30, 2004:
Outstanding warrants at the beginning of the year 1,621,209
Warrants issued 0
Warrants expired 0
Warrants exercised 0
------------
Warrants outstanding at November 30, 2004 1,621,209
NOTE L - COMMITMENTS AND CONTINGENCIES
The Company leases approximately 1200 feet office facilities in Palm Beach
Gardens, Florida under an operating lease of $3,297 per month which expires on
January 31, 2005. ISDA leases approximately 200 square feet of office
facilities in Buffalo, NY under a month to month agreement of $425.00 per month.
Future minimum lease payments including sales tax as of November 30, 2004 are:
Fiscal Years ending:
May 31, 2005 7,018
-------
Total Minimum Lease Payments $ 7,018
Rent expense for the six month period ending November 30, 2004 was $21,239
NOTE M - 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 November 30, 2004 totals
approximately $1,059,400. 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
See accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.
17
AMERICAN CAPITAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED NOVEMBER 30, 2004
NOTE M - INCOME TAXES (CONTINUED)
the future tax return consequences of those differences, which will either be
taxable or deductible when the assets and liabilities are recovered or settled.
Deferred taxes also are recognized for operating losses and tax credits that
are available to offset future taxable income and income taxes, respectively.
A valuation allowance is provided if it is more likely than not that some or
all of the deferred tax assets will not be realized.
NOTE N 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 Note holders 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 six
months ended November 30, 2004 does not include shares from potentially dilutive
securities as the assumption of conversion or exercise of these would have an
antidilutive effect on loss per share before extraordinary items. In accordance
with generally accepted accounting principles, diluted loss per share from
extraordinary item is calculated using the same number of potential common
shares as used in the computation of loss per share before extraordinary items.
NOTE O - 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:
November 30, 2004
-----------------
Loss carry forward for tax purposes $ 1,059,411
=================
Deferred tax asset (34%) 360,200
Valuation allowance (360,200)
-----------------
Net deferred tax asset $ -
=================
See accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.
18
AMERICAN CAPITAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED NOVEMBER 30, 2004
NOTE O - DEFERRED TAX ASSET (CONTINUED)
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 November 30, 2004 was approximately
$1,059,000. These carry-forwards, which will be available to offset future
taxable income, will expire through the year 2024.
The Company does not believe that the realization of the related net deferred
tax asset meets the criteria required by generally accepted accounting
principles and, accordingly, the deferred income tax asset arising from such
loss carry forward has been fully reserved.
NOTE P - RELATED PARTY TRANSACTIONS
The Company has accounts receivables due from nine related company entities.
eCom eCom.com, Inc. owes $64,527 for services paid to the Company's transfer
agent and accountant. Freedom 4 Wireless, Inc. owes the Company $597,915 for
working capital and inventory purchased by ACHI, subsequently purchased by the
Company on February 29, 2004. Addition advances were made of $10,000 into each
of the following seven spin-off 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, and eSecureSoft Company. These related party transactions
totaled $380,447 on November 30, 2004. The Company has received loans from
various Officers and Directors. As of November 30, 2004, the company owes
$243,524 to Barney A. Richmond.
NOTE Q - 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, 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-
See accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.
19
AMERICAN CAPITAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED NOVEMBER 30, 2004
NOTE Q - RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)
lived group exceeds the sum of the undiscounted cash flow expected to result
from the use and eventual disposition of the asset group. Long-lived assets
should be tested at least annually or whenever changes in circumstances
indicate that its carrying amount may not be recoverable. This statement
does not apply to goodwill and intangible assets that are not amortized.
The Company adapted SFAS No. 144 in the first quarter of 2002. The adoption
of SFAS No. 144 had no impact on the Company's operating results or
financial position.
In April 2002, the FASB issued SFAS No. 145, "Rescission of the FASB Statements
No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
Corrections"("SFAS No. 145"). SFAS No. 145 eliminates the requirement to
classify gains and losses from the extinguishment of indebtedness as
extraordinary, requires certain lease modifications to be treated the same as a
sale-leaseback transaction, and makes other non-substantive technical
corrections to existing pronouncements. SFAS No. 145 is effective for fiscal
years beginning after May 15, 2002. SFAS No. 145 was adopted on June 1, 2003
and did not have a material effect on the Company's financial position or
results of operations.
The FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments
with Characteristics of both Liabilities and Equity" and is effective for
financial instruments entered into after May 31, 2003. This Statement
establishes standards for how an issuer classifies and measures in its
statement of financial position certain financial instruments with
characteristics of both liabilities and equity. It requires that an issuer
classify a financial instrument that is within its scope as a liability because
that financial instrument embodies an obligation of the issuer. The Company
has adopted SFAS No. 150 and the adoption has had no impact on the Company's
operating results or financial position.
Goodwill and intangible assets acquired prior to July 1, 2001 will continue to
be amortized and tested for impairment in accordance with pre- SFAS No. 142
requirements until adoption of SFAS No. 142. Under the provision of SFAS
No.142, intangible assets with definite useful lives will be amortized to their
estimated residual values over those estimated useful lives in proportion to
the economic benefits consumed. Such intangible assets remain subject to the
impairment provisions of SFAS No. 121. Intangible assets with indefinite useful
lives will be tested for impairment annually in lieu of being amortized. The
impact of adopting SFAS Nos. 141 and 142 will not cause a material change in the
Company's consolidated financial statements as of the date of this report.
See accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.
20
AMERICAN CAPITAL HOLDINGS, INC.
ITEM 2. Management's Discussion and Analysis or Plan of Operation
American Capital Holdings, Inc., ("ACH") is a holding company which owns five
(5) proprietary financial products. These products are known as Guaranteed
Principle Insured Convertible Securities ("GPICS (TM)"), Energy Tax Incentive
Preferred Securities ("ETIPS(TM)"), Equipment Tax Incentive Convertible
Securities ("ETICS(TM)"), Guaranteed Pension Accounting Contract Solutions
("GPACS(TM)") and Government Pension Accounting Contract Solutions
("GPACS(TM)"). The GPACS(TM) products are designed to provide solutions for
unfunded government and private sector pension plan liability. The GPICS(TM),
ETIPS(TM) and ETICS(TM) products are investment structures designed to
facilitate the use of energy and depreciation tax incentives while insuring the
capital investment through guarantees of principal. Our Chairman, Barney A.
Richmond, has applied for a patent for one of these products, known as
Government Pension Accounting Contract Solutions (GPACS(TM)). If and when the
patent is granted, Mr. Richmond will assign the patent to ACH.
The GPACS(TM) and some of our other products use insurance as a part of their
structures. The insurance contracts will be written through several licensed
insurance carriers. We intend to underwrite insurance policies through three
subsidiaries, through which we intend to conduct our primary business
operations. These subsidiaries are IS Direct Agency, Inc. ("IS Direct"),
Universe Life Insurance Company ("Universe") and Cosmopolitan Life Insurance
Company ("Cosmopolitan").
IS Direct is a wholly-owned subsidiary of ACH, and is a licensed insurance
agency through which we will sell our products. IS Direct is currently licensed
in twenty three states. Chris Dillon, president of IS Direct, is authorized to
do business as an individual agent in 47 states and in the District of Columbia.
Mr. Dillon is currently applying for licenses in the three remaining states of
Alaska, Wyoming and Washington. IS Direct expects to obtain the necessary
licenses for it to operate in all 50 states. 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 be eventually underwritten
by Universe. However, we also plan to use IS Direct to sell additional products
of other licensed insurance carriers.
Universe is another wholly-owned subsidiary of ACH, which has been acquired in
escrow pending approval of the change in control by the Insurance Commissioner
of the State of Idaho. Universe is a life, health and annuities insurance
carrier, which is currently licensed to operate in 23 states. Universe is in
the application process to become licensed in all remaining states, and expects
to obtain the necessary licenses to operate in all 50 states in the near future.
We expect Universe to be domiciled in the State of South Carolina, with its
principal offices in Charleston.
On October 30, 2004, we entered into an agreement to purchase 80% of
Cosmopolitan Life Insurance Company. We expect to close our acquisition of
Cosmopolitan in January 2005, upon approval by the Insurance Commissioner of
21
AMERICAN CAPITAL HOLDINGS, INC.
Arkansas. Cosmopolitan Life Insurance Company is a stipulated premium insurer
chartered in 1931 in the State of Arkansas. Since 1998, Cosmopolitan has
offered both direct and re-insurance coverage related to health and dental care
plans, with a specialty in providing stop-loss coverage for self-funded employer
plans.
ACH'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.
Business Strategy
We intend to use the financial products of our subsidiaries as solutions,
addressing the needs of governmental and private sector businesses regarding
unfunded pension liabilities and other post-employment benefit ("OPEB")
liabilities. We also plan to sell annuities and other insurance products,
through our subsidiaries, to both the public and private sectors. We also
intend to invest and/or sell our proprietary ETIPS(TM) and ETICS(TM) products
in the public marketplace.
Our GPACS(TM) products, which refers to both the Guaranteed Pension Accounting
Contract Solutions product and the Government Pension Accounting Contract
Solutions product, relate to a business method of adjusting the balance sheet of
a business or governmental organization, and particularly to a system for
organizing the unfunded obligations of the organization so that the liability on
the balance sheet becomes offset by an asset. The product also provides a
systematic investing capability to enhance the profitability of the organization
and the improved treatment of tax obligations.
GPACS was created in response to the General Accounting Standards Board ("GASB")
Statement 45, which generally requires state and local governmental employers to
account for and report the annual cost of OPEB and the outstanding obligations
and commitments related to OPEB in essentially the same manner as currently
required pension obligations. Annual OPEB costs for most employers will be based
on actuarially determined amounts that, if paid on an ongoing basis, generally
would provide sufficient resources to pay benefits as they come due. The
provisions of Statement 45 do not require governments to fund their OPEB plans.
An employer may establish its OPEB liability at zero as of the beginning of the
initial year of implementation. However, the unfunded actuarial liability is
required to be amortized over future periods. Statement 45 is effective for
periods beginning after December 15, 2006, 2007, or 2008, depending on the size
of the government entity based on annual revenues used for GASB 34
implementation requirements.
In May of 2004, the GASB issued a corresponding "plan" statement, Statement 43 -
Financial Reporting for Postemployement Benefit Plans Other than Pension Plans.
Statement 43 is effective one year prior to Statement 45. This statement
requires a statement of plan net assets, statement of changes in plan net
assets, schedule of funding progress, and schedule of employer contributions in
the stand-alone financial reports of OPEB plans, as well as in the financial
statements of governments having OPEB trust funds.
22
AMERICAN CAPITAL HOLDINGS, INC.
Actuarial services will be required one year earlier if the "plan" Statement 43
is applicable, unless an alternative measurement method is utilized. However,
the alternative measurement method is only an option for plans with a total
membership of fewer than one hundred. Many OPEB plans are currently paying
benefits on a pay-as-you-go basis. If a government does not have an acceptable
trust or equivalent arrangement established, actuarial valuations will not be
necessary until Statement 45 is effective. Establishing a trust may be an option
for funding OPEB benefits; employers should consider the impact of required
actuarial services.
Our GPICS(TM), ETIPS(TM) and ETICS(TM) products are each investment structures
designed to maximize the benefit of energy and equipment tax incentives, in
order to facilitate investment in energy related and other business enterprises.
An essential feature of these products is a guarantee of the principal invested,
as a result of the structuring of the investment.
Our plan of operation includes the underwriting of the insurance aspects of our
products through our subsidiaries. Pending approvals of our recent acquisitions
of Universe and Cosmopolitan, we will use third party insurance carriers.
However, upon receiving the approvals, which are expected in due course, we will
retain as much premium and commission money as possible within our subsidiaries.
IS Direct currently sells primarily term and whole life insurance products.
However, upon the completion of our pending proposed acquisition of Universe,
the scope of products available for sale by IS Direct is expected to broaden.
Universe is a life insurance company which we expect to use to underwrite the
insurance policies required by our GPACS products.
Until 1998, Cosmopolitan was engaged exclusively in providing burial / final
expense insurance, and was operated as a small stipulated premium carrier in
association with the funeral home business. In 1998, Cosmopolitan was acquired
by Stephen E. Whitwell and J. Matt Lile, who implemented plans to grow the
company. In 1998 a dental insurance product was file-approved and marketing
commenced. Cosmopolitan also became involved in providing specific stop-loss
coverage for self-funded employer plans for which there was a retro-session
agreement. In 2001, Cosmopolitan introduced a new product, Employers Choice
Health Plan, referred to as ECHP. Recently, most of Cosmopolitan's revenues
have been realized from re-insurance assumed, while its dental product has been
a small but profitable segment for the company. Cosmopolitan sees great
opportunity for each product to expand and to have great growth potential with
the added authority by way of either obtaining Certificate of Authority in
additional jurisdictions or by affiliating with an issuing carrier with
authority in other jurisdictions to enter into a quota share agreement.
Results of Operations
Comparison of the six months ended November 30, 2004 with the six months
ended November 30, 2003.
Revenue for the six month period ended November 30, 2004 was $123 compared to
no revenue recorded during the same period of the prior year. Revenues were
23
AMERICAN CAPITAL HOLDINGS, INC.
recorded from commission received by our insurance subsidiary IS Direct Agency.
Gross profit reflects a loss of $7,956 in the current year versus no loss for
the prior years six month period. Depreciation expense contributed $8,079 to
the current years deficit in gross profit.
General and administrative costs of $488,385 for the current six month period
reflect costs of staffing our administrative and sales offices. Consulting
costs contributed $181,535; rent contributed $21,239; and travel contributed
$65,818 of the total $488,385 administrative expenses for the current three
month period.
Our operations for the six months ended November 30, 2004 resulted in a net
loss of $511,698 . Unrealized holding losses during the current six month
period of $1,873,994 was the result of a decline in the market value of both the
Company's holdings in eCom eCom.com and Air Media Now, Inc. A $137,737 decline
in the eCom market value plus a $1,736,257 decline in the Air Media Now market
value combined for the $1,873,994 loss the six months ended November 30, 2004.
Realized gains and losses during the current six month period include a total of
$48,364, comprising of $55,000 loss on the company's sale of eSmokes, Inc. and a
gain of $6,636 on the company's sale of its 1,194,824 share holding of Smart
Pill Diagnostics, Inc.
Liquidity and Capital Resources
As of November 30, 2004 current assets totaled $3,200,293 compared to $3,239,008
at the end of the prior fiscal year. The $38,715 decrease in total current
assets was the result of a decrease in value in our marketable securities.
Accounts Payable decreased from $27,806 to $20,640 during the current six
months. Current liabilities increased from $931,485 at the end of the prior
fiscal year to $1,368,644 at the end of the current quarter, an increase of
$437,159 due to the increase of short term borrowing.
To the extent that additional funds are required to support operations or to
expand our business, we may sell additional equity, issue debt or obtain other
credit facilities through financial institutions. Any sale of additional equity
securities will result in dilution to our shareholders.
ITEM 3. CONTROLS AND PROCEDURES
Evaluation of the Company's Disclosure Controls and Internal Controls:
Within the 90 days prior to the date of this Quarterly Report on Form 10-QSB,
the Company evaluated the effectiveness of the design and operation of its
'disclosure controls and procedures'("Disclosure Controls"). This 'evaluation'
("Controls Evaluation") was done under the supervision and with the
participation of management, including the Chief Executive Officer/Chairman
("CEO")and Chief Financial Officer ("CFO"). As a result of this review, the
Company adopted guidelines concerning disclosure controls and the establishment
of a disclosure control committee made up of senior management.
24
AMERICAN CAPITAL HOLDINGS, INC.
Limitations on the Effectiveness of Controls:
The Company's management, including the CEO/CHAIRMAN and CFO, does not expect
that its Disclosure Controls or its 'internal controls and procedures for
financial reporting' ("Internal Controls")will prevent all error and all fraud.
control system, no matter how well conceived and managed, can provide only
reasonable assurance that the objectives of the control system are met. The
design of a control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered relative to their
costs. Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within the Company have been detected. These
inherent limitations include the realities that judgments in decision-making can
be faulty, and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people, or by management override of the
control. The design of any system of controls also is based in part upon
certain assumptions about the likelihood of future events, and there can be no
assurance that any design will succeed in achieving its stated goals under all
potential future conditions; over time, control may become inadequate because of
changes in conditions, or the degree of compliance with the policies or
procedures may deteriorate. Because of the inherent limitations in a cost-
effective control system, misstatements due to error or fraud may occur and not
be detected.
Conclusions:
Based upon the Controls Evaluation, the CEO/CHAIRMAN and CFO have concluded
that, subject to the limitations noted above, the Disclosure Controls are
effective to timely alert management to material information relating to the
Company during the period when its periodic reports are being prepared.
In accordance with SEC requirements, the CEO/CHAIRMAN and CFO note that, since
the date of the Controls Evaluation to the date of this Quarterly Report, there
have been no significant changes in Internal Controls or in other factors that
could significantly affect Internal Controls, including any corrective actions
with regard to significant deficiencies and material weaknesses.
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings.
The Company is not a party to any legal proceedings.
ITEM 2. Unregistered sales of equity securities and use of proceeds.
In February 2004, the Company issued 162,099 shares for Spaulding, in connection
with the company's acquisition of certain assets from that company (See
"Description of Business - Acquisition of American Capital Holdings"). Inasmuch
as American Capital Holdings had access to comprehensive information about the
25
AMERICAN CAPITAL HOLDINGS, INC.
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.
ITEM 3. Defaults Upon Senior Securities.
None
ITEM 4. Submission of Matters to a Vote of Security Holders.
None
ITEM 5. Other Information.
Board of Directors Vote
On November 15, 2004 the Board of Directors of American Capital Holdings made a
motion which was passed to appoint the following individuals to the Board of
Directors; Barney A. Richmond, Richard C. Turner, Matt Salmon, Michael
Camilleri, Douglas Sizemore, Norman E. Taplin, and Barry M. Goldwater, Jr.
Mr. Richmond will serve as Chairman, President and Secretary and Mr. Turner will
serve as Treasurer.
On November 15, 2004 the Board of Directors of American Capital Holdings amended
the Articles of Incorporation. Article Four was changed to increase the
authorized shares of the corporation from one hundred million shares to three
hundred million shares.
ITEM 6. Exhibits and Reports on Form 8-K.
(a) Exhibits:
Exhibit 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)
Exhibit 3.2 Bylaws of the Company (incorporated by reference to the
Company's Form 10-SB filed May 24, 2004)
Exhibit 31.1 Certification required under Section 302 of
the Sarbanes-Oxley Act of 2002 by the CE0 on page 28
Exhibit 31.2 Certification required under Section 302 of
the Sarbanes-Oxley Act of 2002 by the CFO on page 29
Exhibit 32 Section 1350 Certification on page 30
(b) Reports on Form 8-K:
None
26
AMERICAN CAPITAL HOLDINGS, INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunder duly authorized.
January 31, 2005 By: /s/ Barney A. Richmond
Barney A. Richmond,
Chief Executive Officer
January 31, 2005 By: /s/ Richard C. Turner
Richard C. Turner,
Chief Financial Officer
27
AMERICAN CAPITAL HOLDINGS, INC.
SIGNATURES AND CERTIFICATIONS
EXHIBIT 31.1
CERTIFICATION REQUIRED UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Barney A. Richmond, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of American Capital
Holdings, Inc.;
2. Based on my knowledge, this quarterly 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 registrant
as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this report
(the "Evaluation Date"); and
c) presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls.
6. The registrant's other certifying officer and I have indicated in this
report whether or not there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: January 31, 2005
/s/ Barney A. Richmond
--------------------------
Barney A. Richmond
President
28
EXHIBIT 31.2
CERTIFICATION REQUIRED UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Richard C. Turner, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of American Capital
Holdings, Inc.;
2. Based on my knowledge, this quarterly 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 registrant
as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this report
(the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls.
6. The registrant's other certifying officer and I have indicated in this
report whether or not there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: January 31, 2005
/s/ Richard C. Turner
---------------------------
Richard C. Turner
Chief Financial Officer
29
EXHBITI 32
CERTIFICATIONS OF CEO AND CFO PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
In connection with the Registration Statement of American Capital Holdings
Inc., a Florida corporation (the "Company"), on Form 10-QSB for the period
ending November 30, 2004 as filed with the Securities and Exchange Commission
(the "Report"), Barney A. Richmond, President of the Company and Richard C.
Turner, Chief Financial Officer of the Company, respectively, do each hereby
certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.
1350), that to his knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material
respects, the financial condition and result of operations of the Company.
/s/ Barney A. Richmond
---------------------------
Barney A. Richmond
President
Date: January 31, 2005
/s/ Richard C. Turner
--------------------------
Richard C. Turner
Chief Financial Officer
Date: January 31, 2005
[A signed original of this written statement required by Section 906 has been
provided to American Capital Holdings, Inc. and will be retained by American
Capital Holdings, Inc. and furnished to the Securities and Exchange Commission
or its staff upon request.]
Exhibits to Form 10-QSB will be provided to shareholders of the Registrant upon
written request addressed to American Capital Holdings, Inc., 100 Village
Square Crossing, Suite 202, Palm Beach Gardens, Florida 33410. Any exhibits
furnished are subject to a reasonable photocopying charge.
The Securities and Exchange Commission has not approved or disapproved of this
Form 10-QSB nor has it passed upon its accuracy or adequacy.
30