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 February 28, 2006
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 February 28, 2006 the issuer had 18,658,680 shares of common stock,
$.0001 Par Value, outstanding.
Transitional Small Business Disclosure format: Yes [ ] No [ X ]
AMERICAN CAPITAL HOLDINGS, INC. Form 10-QSB FEBRUARY 28, 2006
INDEX
PAGE NO.
PART I FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm . . 3
Consolidated Balance Sheets - Restated
February 28, 2006 and 2005 . . . . . . . . . . . . . . . . 4
Consolidated Statement of Operations - Restated
Nine Months Ended February 28, 2006 and 2005 . . . . . . . 5
Consolidated Statement of Operations - Restated
Three Months Ended February 28, 2006 and 2005 . . . . . . 6
Consolidated Statement of Changes in Shareholders' Equity -
Restated from May 31, 2004 Through February 28, 2006 . . . 7
Consolidated Statement of Cash Flows - Restated
for the Nine Months Ended February 28, 2006 and 2005 . . . 8
Notes to Consolidated Financial Statements . . . . . . . . 10
ITEM 2 Management's Discussion and Analysis or Plan of Operation . . 19
ITEM 3 Controls and Procedures . . . . . . . . . . . . . . . . . . . 23
PART II OTHER INFORMATION
ITEM 1 Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . 24
ITEM 2 Unregistered Sales Of Equity Securities and Use Of
Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
ITEM 3 Defaults Upon Senior Securities . . . . . . . . . . . . . . . 24
ITEM 4 Submission Of Matters to a Vote Of Security Holders. . . . . . 24
ITEM 5 Other Information . . . . . . . . . . . . . . . . . . . . . . 24
ITEM 6 Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SIGNATURES AND CERTIFICATIONS . . . . . . . . . . . . . . . . . . . . 26
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
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders
American Capital Holdings, Inc.
Palm Beach Gardens, Florida
We have reviewed the accompanying consolidated balance sheets of American
Capital Holdings, Inc. as of February 28, 2006 and 2005 restated and the
related consolidated statements of operations, for three and nine month periods
ended February 28, 2006 and 2005 restated, the statement of changes in
shareholders' equity from May 31, 2004 through February 28, 2006, restated, and
the statement of cash flows for the nine month periods ended February 28, 2006
and 2005 restated. These financial statements are the responsibility of the
company's management.
We conducted our review in accordance with the standards of the Public Company
Accounting Oversight Board (United States). A review of interim financial
information consists principally of applying analytical procedures and making
inquires of persons responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in accordance with
standards of the Public Company Accounting Oversight Board (United States), 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 interim financial statements for them to be 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 off the
value of certain marketable securities in the amount of $2,933,019, goodwill in
the amount of $7,229,071 and the Accumulated Comprehensive Loss in the amount
of $537,604 in the Consolidated Balance Sheet at May 31, 2004 and the
Consolidated Statement of Operations for the year then ended. The remaining
goodwill in the amount of $980,000 was reclassified as Insurance Licenses that
was acquired from IS Direct NY, Inc. The net loss for the year ended May 31,
2004 was increased by $10,152,090. Retained Deficit was increased by
$10,689,694 and Accumulated Comprehensive Loss changed to Accumulated
Comprehensive Gain of $24,607.
/s/Wieseneck, Andres & Company, P.A.
North Palm Beach, Florida
April 15, 2006
3
AMERICAN CAPITAL HOLDINGS, INC.
CONSOLIDATED BALANCE SHEET - RESTATED
FEBRUARY 28, 2006 FEBRUARY 28, 2005
ASSETS
Current Assets
Cash and Cash Equivalents $ 155,320 $ 34,487
Notes Receivable 135,841 409,650
Loans Receivable Related Parties 279,625 158,618
Prepaid Expenses 76,557 90,141
Marketable Securities 20,339 272,974
Other Current Assets 2,250 600
------------ ------------
Total Current Assets 669,932 966,470
------------ ------------
Property and Equipment, net 37,627 24,219
------------ ------------
Other Assets
Intangible Assets, net 28,938 28,938
Insurance Licenses 980,000 980,000
Security Deposit 2,435 3,110
------------ ------------
Total Other Assets 1,011,373 1,012,048
------------ ------------
TOTAL ASSETS $ 1,718,932 $ 2,002,737
============ ============
LIABILITIES & STOCKHOLDERS' EQUITY
Liabilities
Current Liabilities
Accounts Payable $ 156,067 $ 43,675
Accrued Expenses 158,284 21,422
Loan Payable Related Parties 350,489 234,953
Current Portion of Notes
and Loans Payable 325,450 1,029,977
------------ ------------
Total Current Liabilities 990,290 1,330,027
------------ ------------
Total Liabilities 990,290 1,330,027
------------ ------------
Stockholders' Equity
Common Stock $.0001 par value, 100 million
shares authorized, 18,658,680 and
15,723,903 shares issued and outstanding
800,000 and 2,080,000 unissued 1,946 1,780
Paid-in-Capital 17,520,646 15,471,285
Retained Earnings Deficit (16,580,216) (11,777,156)
Accumulated Comprehensive Loss (213,734) (3,023,199)
------------ ------------
Total Stockholders' Equity 728,642 672,710
------------ ------------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 1,718,932 $ 2,002,737
============ ============
Read accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.
4
AMERICAN CAPITAL HOLDINGS, INC.
CONSOLIDATED STATEMENT OF OPERATIONS - RESTATED
FOR THE NINE MONTHS ENDED
FEBRUARY 28, 2006 AND 2005
FEBRUARY 28, 2006 FEBRUARY 28, 2005
Revenues
Net Sales $ - $ 123
Cost of Sales (7,531) (9,128)
------------ ------------
Gross Profit (7,531) (9,005)
Operating Expenses
General and Administrative 341,461 913,164
Sales and Marketing 2,000 15,357
Amortization - -
------------ ------------
Total Operating Expenses 343,461 928,521
------------ ------------
Loss from Operations (350,992) (937,526)
------------ ------------
Other Income (Expense)
Interest Income 6,315 9,564
Interest Expense (28,053) (36,513)
Loss on Disposition
of Marketable Securities (206,403) (343,364)
Recovery of Bad Debt 0 343,995
------------ ------------
Net Other Expenses (228,140) (26,318)
------------ ------------
Net Loss (579,132) (963,844)
Comprehensive Income / (Loss)
Unrealized Holding Loss During Period (61,016) (2,510,202)
------------ ------------
Net Loss and Comprehensive Loss $ (640,148) $ (3,474,046)
============ ============
Basic and Diluted
Net Loss Per Common Share $ (.03) $ (.06)
============ ============
Unrealized Holding Loss per Common Share $ (.003) $ (.16)
============ ============
Weighted Average Shares Outstanding 18,317,975 15,723,903
============ ============
Read accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.
5
AMERICAN CAPITAL HOLDINGS, INC.
CONSOLIDATED STATEMENT OF OPERATIONS - RESTATED
FOR THE THREE MONTHS ENDED
FEBRUARY 28, 2006 AND 2005
FEBRUARY 28, 2006 FEBRUARY 28, 2005
Revenues
Net Sales $ - $ -
Cost of Sales (2,554) (1,049)
------------ ------------
Gross Profit (2,554) (1,049)
Operating Expenses
General and Administrative 80,068 424,780
Sales and Marketing - -
Amortization - -
------------ ------------
Total Operating Expenses 80,068 424,780
------------ ------------
Loss from Operations (82,622) (425,829)
------------ ------------
Other Income (Expense)
Interest Income 3,886 4,622
Interest Expense (9,793) (11,854)
Gain (Loss) on Disposition
of Marketable Securities 8,959 (295,000)
Recovery of Bad Debt 0 343,995
------------ ------------
Net Other Income/(Expense) (3,052) 43,763
------------ ------------
Net Loss (79,570) (384,066)
Comprehensive Income / (Loss)
Unrealized Holding Loss During Period 12,203 (636,208)
------------ ------------
Net Loss and Comprehensive Loss $ (67,367) $ (1,020,274)
============ ============
Basic and Diluted
Net Loss Per Common Share $ (.00) $ (.02)
============ ============
Unrealized Holding Loss per Common Share $ (.00) $ (.04)
============ ============
Weighted Average Shares Outstanding 18,658,680 15,723,903
============ ============
Read 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 - RESTATED
FROM MAY 31, 2004 THROUGH FEBRUARY 28, 2006
Add'l Paid
Number of At Par in Capital Accum. other Total
Shares Value & Treasury Retained Comprehen- Stockholder
Issued $.0001 Stock Deficit sive Inc. Equity
---------- ------ ----------- ---------- ---------- -----------
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
Sale of 733,777
shares Common
Stock 733,777 73 892,454 - - 892,527
Issuance of
500,000 shares
previously recorded
as unissued 500,000 - - - - -
Sale of 26,000
shares Common
Stock 26,000 3 46,997 - - 47,000
Comprehensive Loss
6/01/05 to 2/28/06 - - - - (61,016) (61,016)
Dividends Declared - - - (622,927) - (622,927)
Net Operating Loss 0 0 0 (579,132) 0 (579,132)
----------- ------- ----------- ------------ ---------- ----------
Bal 02/28/06 18,658,680 $1,946 $17,520,646 $(16,580,216) $(213,734) $ 728,642
=========== ======= =========== ============ ========== ==========
Read accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.
7
AMERICAN CAPITAL HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS - RESTATED
FOR THE NINE MONTHS ENDED FEBRUARY 28, 2006 AND 2005
FEBRUARY 28, 2006 FEBRUARY 28, 2005
Cash Flows From Operating Activities
Cash received from customers $ 0 $ 123
Cash paid to suppliers of goods
and services (181,430) (912,349)
Other receipts - 343,364
Interest Paid (12,604) (25,479)
Interest Received 24 6,315
_______________ _______________
Net Cash Flows Used in
Operating Activities (194,010) (588,026)
_______________ _______________
Cash Flows From Investing Activities
Purchase of Equipment (6,563) (9,490)
Deposit Made on Insurance Carrier into Escrow 0 (250,000)
Return of Investment Deposit 10,000 0
Sale of Marketable Securities 0 43,000
Purchase of Marketable Securities 0 0
Purchase of Promissory Note 0 0
_______________ _______________
Net Cash Flows Provided By
(Used In) Investing Activities (3,437) (216,490)
_______________ _______________
Cash Flows From Financing Activities
Loans from Related Companies 145,090 0
Loans to Related Companies (net) 0 (142,913)
Repayment of Loans from Related Companies (416,145) (270,698)
Payment for Debtor in Possession financing (115,186) 0
Proceeds from Sale of Stock 939,527 1,030,000
Payments on Notes Payable (601,007) 200,000
_______________ _______________
Net Cash Flows Provided By
Financing Activities (47,721) 816,389
_______________ _______________
Net Increase / (Decrease) in Cash (245,168) 11,873
Cash and Cash Equivalents at
Beginning of Period, June 1, 2005 and 2004 400,488 22,614
_______________ _______________
Cash and Cash Equivalents at
End of Period, February 28, 2006 and 2005 $ 155,320 $ 34,487
=============== ===============
Read accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.
8
AMERICAN CAPITAL HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS - RESTATED
FOR THE NINE MONTHS ENDED FEBRUARY 28, 2006 AND 2005
Reconciliation of Net Loss to Net Cash Flows Used in Operating Activities
FEBRUARY 28, 2006 FEBRUARY 28, 2005
Net Income (Loss) $ (640,148) $ (3,474,046)
Cash was increased by:
Loss on Sale of Marketable Securities 206,403 343,364
Other Comprehensive Income 61,016 2,510,202
Depreciation 7,531 9,128
Increase in Accrued Expenses 105,846 20,765
Increase in Accounts Payable 49,069 15,869
Decrease in Prepaid Expenses 17,848 10,401
Cash was decreased by
Decrease in Accounts Payable 0 0
Increase in Prepaid Expenses 0 0
Increase in Accounts Receivable (1,575) (23,709)
_______________ _______________
Net Cash Flows Used in
Operating Activities $ (194,010) $ (588,026)
=============== ===============
Non-Cash Transactions
The Company pays expenses on behalf of the spin off companies. In substance,
the Company loaned money to the spin off companies. American Capital converted
its accounts receivable to common stock of the spin off, a non-cash
transaction. American Capital distributed the common shares it received to its
own stockholders in the form of a dividend, a non-cash transaction. The total
non-cash dividends paid for the nine months ended February 28, 2006 is
$622,927, total dividends paid since May 31, 2005 is $1,025,669.
Read accompanying summary of accounting policies, notes to financial
statements and independent accountants' review report.
9
AMERICAN CAPITAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 or market value.
10
AMERICAN CAPITAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE C - NOTES RECEIVABLE
Notes Receivable at February 28, 2006 consist of the following:
2006 2005
8% non-collateralized notes due on demand. --------- ---------
Interest is payable quarterly. Included in the balance
is $21,945 of accrued interest receivable. $ 123,935 $ 117,924
A 4% note convertible to common stock of
Solid Imaging, LTD, interest is payable at maturity. - 27,737
Nine 8% promissory notes purchased from holders of notes
with Air Media Now, Inc. 11,906 11,906
A 5% non-collateralized surplus note that Cosmopolitan Life Insurance
has the right to repay, provided Cosmopolitan has sufficient capital
to operate as a stipulated premiums life insurance company.
Management made the decision that the note receivalbe and
accrued interest receivable was not collectable in the
immediate future and, therefore, wrote it off. - 252,083
--------- ---------
Total Notes Receivable $ 135,841 $ 409,650
========= =========
Management made the determination that the convertible note receivable and
accrued interest of approximately $28,000 was not collectable and, therefore,
wrote the amount off at May 31, 2005.
Management has made a determination that the $250,000 note receivable from
Cosmopolitan Life Insurance Company was uncollectible, and has written off the
amount due and accrued interest of $12,238 as a loss on investment on August
31, 2005. All of the other notes receivable have been determined to be
collectable and therefore, management has not established an allowance for
doubtful accounts.
NOTE D - LOANS RECEIVABLE RELATED PARTIES
The loans receivable from related corporate entities are non-collateralized,
non-interest bearing and are due on demand. As of February 28, 2006, eCom, a
related party, owed American Capital $196,432. 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.
11
AMERICAN CAPITAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED FEBRUARY 28, 2006
NOTE D - LOANS RECEIVABLE RELATED PARTIES - CONTINUED
The loans due American Capital as of February 28, 2006 are as follows:
eCom eCom.com Inc. 196,432
American Environmental,Inc. 52,098
USA Performance Products 3,783
US Insurance Management 25,533
Other 1,279
---------
Total $ 279,125
=========
NOTE E - 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.
American Capital wrote off its remaining interests in these companies with the
exception of IS Direct Agency, Inc., as a charge to Accumulated Comprehensive
Loss of $(2,279,500) for the period ending May 31, 2005.
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 February 28, 2006 was $254,869. On February 28, 2006 the
market value based on a closing bid price of 0.0125 per share was $20,339. The
difference in cost versus market value is recorded as a deficit in Accumulated
Other Comprehensive Income of $234,530.
The majority stockholder of American Capital Holdings contributed 53,660,374
shares of common stock of Air Media Now, Inc. to the Company. The Company
owned approximately 90% of the outstanding common shares of Air Media Now, Inc.
subsequent to the capital contribution. There are no assets or liabilities in
Air Media Now. American Capital owned the rights to market certain
intellectual property that had never been fully developed by the previous
stockholders of Air Media Now. Air Media Now is publicly traded (AMNW:PK)and
last had a bid of $.007. An intangible asset entitled "Intellectual Property"
had incorrectly been recorded on the Company's books in prior periods at the
available per share price times the total shares outstanding. The Company
determined prior to May 31, 2005 that it cannot sell any of its holdings
(available for sale stock) in Air Media Now, a shell company, due to rules
relating to insider information. The Company has therefore, written off its
entire investment in Air Media Now in the restated financial statements at May
31, 2004 and 2005. Air Media Now is a consolidated subsidiary of American
Capital Holdings at February 28, 2006 and 2005.
12
AMERICAN CAPITAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE F - PROPERTY AND EQUIPMENT
Equipment is stated at cost less depreciation. As of February 28, 2006,
equipment consisted of computer hardware, software, and office furniture and
equipment. Depreciation expense of $7,531 and 9,128 has been recorded for the
nine months ending February 28, 2006 and 2005 respectively.
NOTE G - PREPAID EXPENSES
Prepaid expenses consist primarily 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
Intangible assets consist of website and software development costs for IS
Direct, and fees related to applications for patents and trademarks.
Air Media Now!, Inc. is a Florida Corporation and trades on the OTC/PINK:AMNW.
On February 29, 2004, a stockholder of the Company contributed 53,660,374
shares of Air Media Now!, Inc. to the Company as additional paid in capital.
American Capital Holdings, Inc. owns 53,660,374 common shares of Air Media
Now!, Inc. which amounts to approximately 90% of the outstanding shares of Air
Media Now!, Inc. The cost for this investment as of August 31, 2005 was
$3,469,622. On August 31, 2005 the market value based on a closing bid price
of .007 per share was $433,956. The only asset of Air Media Now!, Inc. is the
right to certain intellectual property.
NOTE I - OTHER ASSETS
Other assets consist primarily of security deposits on the lease of office
facilities.
NOTE J - LOAN PAYABLE RELATED PARTY
A non-interest bearing, non-collateralized loan payable to a related
company in the amount of $29,511 is due on demand. As of February 28, 2006
loans payable to shareholders in the amount of $350,489 are due on demand.
NOTE K - NOTES PAYABLE
Promissory Notes as of February 28, 2006 consisted of
Feb. 28, 2006 Feb. 28, 2005
-------------- -------------
Four interest bearing, non-collateralized loans.
The loans have various maturities throughout 2006. $ 325,450 $ 444,950
---------- ---------
Total Notes Payable 325,450 444,950
Less Current Portion (325,450) (444,950)
---------- ---------
Net Long-term Debt $ 0 $ 0
========== =========
13
AMERICAN CAPITAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE K - NOTES PAYABLE - CONTINUED
Feb. 28, 2006 Feb. 28, 2005
-------------- -------------
The short-term notes payable mature as follows:
November 30, 2005 $ 325,450 $ 444,950
Two non-interest bearing, non-collateralized loans
due on demand $ 0 $ 590,027
---------- ---------
Total Notes Payable $ 325,450 $1,034,977
========== =========
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. During the quarter ending August 31, 2005 this debt was
converted into 590,027 shares of common stock.
NOTE L - 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 following is a summary of warrants through:
Feb. 28, 2006 Feb. 28, 2005
Outstanding warrants at the beginning of the year 1,621,209 0
Warrants issued 0 1,621,209
Warrants expired 50,000 0
Warrants exercised 0 0
------------ ------------
Warrants outstanding at the end of the year 1,571,209 1,621,209
============ ============
NOTE M - DIVIDENDS
The Company pays certain expenses on behalf of the various related companies
that were spun off from eCom eCom.com, Inc. The payable on the books of the
spin off company, which is an account receivable on the books of American
Capital Holdings, is then converted to common stock of that company. It is not
14
AMERICAN CAPITAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE M - DIVIDENDS - CONTINUED
the intention of American Capital to be a holding company so it, therefore,
distributes the newly acquired shares of common stock, pro-rata to the current
stockholders of American Capital. See Note Q. The Company has converted
approximately $1,060,000 and $623,000 from a receivable to common stock of the
spin off companies in each of the respective periods. The Company then
distributes those shares to its own shareholders in the form of dividends paid.
NOTE N - COMMITMENTS AND CONTINGENCIES
The Company leases approximately 1,231 square feet office facilities in Palm
Beach Gardens, Florida under an operating lease of $2,331 per month which
expires on January 31, 2007. 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 February 29, 2006 are:
Fiscal Years ending:
May 31, 2006 $ 8,268
May 31, 2007 18,648
--------
Total Minimum Lease Payments $ 26,916
Rent expense for the nine month period ending February 28, 2006 was $35,124.
NOTE O - 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 February 28, 2006 totals
approximately $11,000,000. These carry-forwards, which will be available to
offset future taxable income, and 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.
15
AMERICAN CAPITAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE P - 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 Q - 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:
Feb. 28, 2006 Feb. 28, 2005
------------- --------------
Loss carry forward for tax purposes $ 11,000,000 $ 1,959,000
============= ==============
Deferred tax asset (34%) 3,740,000 666,000
Valuation allowance (3,740,000) (666,000)
------------- --------------
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 February 28, 2006 was approximately
$11,000,000. 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.
16
AMERICAN CAPITAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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.
NOTE S - RELATED PARTY TRANSACTIONS
The Company has receivables due from nine related entities. eCom eCom.com, Inc.
owes $196,431 for services paid to the Company's transfer agent and accountant,
including $100,000 of debtor-in-possession financing, as authorized by the
United States Bankruptcy Court, Case No. 04-35435-SHF. Freedom 4 Wireless,
Inc. owed the Company $670,199 for working capital and inventory purchased by
ACHI, and for investments into the company 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 $108,262. On
August 31, 2005 10,826,190 of shares of MyZipSoft were issued to American
Capital Holdings. These MyZipSoft shares where distributed to the shareholders
of American Capital Holdings on August 31, 2005. 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
$377,664, on August 31, 2005 and an additional $72,767 during the three months
ending November 30, 2005. The following shares where issued to American
Capital Holdings by the following companies as compensation for these advances
and services.
17
AMERICAN CAPITAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE S - RELATED PARTY TRANSACTIONS - CONTINUED
Shares issued to American Capital Holdings during the nine months ended
February 28, 2006 and distributed to the shareholders of American Capital
Holdings, Inc. to shareholders of record of American Capital Holdings as of
August 31, 2005 and November 30, 2005 and February 28, 2006 are as follows:
Shares Shares Shares
Distributed on Distributed on Distributed on
Company name August 31, 2005 November 30, 2005 February 28, 2006
---------------------- --------------- ----------------- -----------------
eSecureSoft Company 6,560,606 483,531 702,425
USAS Digital 4,502,351 1,050,875 1,266,658
Pro Card Corporation 5,265,896 1,463,125 593,125
AAB National 7,099,350 952,500 836,453
A Classified Ad 3,694,725 1,722,500 728,750
Swap and Shop 3,886,226 747,475 869,375
A Super Deal 6,757,351 856,750 916,005
MyZipSoft 10,826,190 0 510,550
The Company has received loans from various Officers and Directors. As of
February 28, 2006, the company owes $203,651 to Barney Richmond and $24,880 to
Richard Turner.
NOTE T - 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-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.
18
AMERICAN CAPITAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE T - RECENT ACCOUNTING PRONOUNCEMENTS - CONTINUED
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.
19
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").
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 approximately twenty states. Chris Dillon, president of IS Direct,
is authorized to do business as an individual agent in approximately 27 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 3 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. On July 8, 2005 management withdrew its
application to acquire Cosmopolitan Life Insurance.
A special meeting of the shareholders of the Company was held on December 7,
2005. A motion was passed to remove Barry M. Goldwater, Jr., Norman E. Taplin
and Michael Pickens from the Board of Directors of the Company. The Company
20
AMERICAN CAPITAL HOLDINGS, INC.
also accepted the resignations of Michael Camilleri and Matthew Salmon.
On January 6, 2006, the Company accepted the resignation of Douglas Sizemore
from the Board of Directors of the Company.
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, 2006.
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.
21
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.
Results of Operations:
Comparison of the nine months ended February 28, 2006 with the nine months
ended February 28, 2005.
Revenue for the nine month period ended February 28, 2006 was $0 compared to
$123 recorded during the same period of the prior year. Revenues were
recorded from commission received by our insurance subsidiary IS Direct Agency.
Gross profit reflects a loss of $7,531 in the current year versus a loss of
$9,005 for the prior years nine month period. Depreciation expense contributed
$7,531 to the current years deficit in gross profit and $9,128 to the prior
years nine month period deficit.
General and administrative costs of $341,461 for the current nine month period
reflect costs of staffing our administrative and sales offices. This
represents a $571,703 decrease from the administrative costs incurred for the
nine months ending February 28, 2005. This decrease is due to the fact that
overhead costs were being distributed to the spin-off companies for services
rendered by staff and management of American Capital Holdings during the nine
months ending February 28, 2006.
22
AMERICAN CAPITAL HOLDINGS, INC.
Our operations for the nine months ended February 28, 2006 resulted in a net
loss of $350,992 versus 937,526 for the nine months ended February 28, 2005.
Unrealized holding losses during the current nine month period of $61,016 was
the result of a decline in the market value of the Company's holdings in eCom
Liquidity and Capital Resources:
As of February 28, 2006 current assets totaled $669,932 compared to $3,899,487
at February 28, 2005. The $3,229,555 decrease in total current assets was the
result of distributing $1,648,626 in the stock of the eCom spinoff companies to
the shareholders of American Capital Holdings between May 31, 2005 and February
28, 2006 along with the write-down of Air Media Now which had a market value of
$185,981 as of February 28, 2005 and the write-off of the investments acquired
from Spaulding Ventures which had a market value of 1,834,500 as of February
28, 2005.
Accounts Payable increased from $43,675 to $156,067 between February 28, 2005
and February 28, 2006. Current liabilities decreased from $1,368,644 at the
end of the prior fiscal year to $990,290 on February 28, 2006, a decrease of
$378,354 due to the conversion of short term debt to common stock during the
nine months ending February 28, 2006.
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.
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
23
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 July 2005, the Company issued 100,000 shares of common stock to an
accredited investor. In August 2005, the Company issued 43,750 shares of
common stock to an accredited investor. In August 2005, 1,090,027 shares of
commons stock were issued in cancellation of debt. In October 2005, 26,000
shares of common stock to issued to two accredited investors. All above
referenced 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. Subsequent Events.
None
24
AMERICAN CAPITAL HOLDINGS, INC.
ITEM 6. Exhibits and Reports on Form 8-K.
(a) Exhibits:
Exhibit 31.1 Certification required under Section 302 of
the Sarbanes-Oxley Act of 2002 by the CE0 on page . 26
Exhibit 31.2 Certification required under Section 302 of
the Sarbanes-Oxley Act of 2002 by the CFO on page . 27
Exhibit 32 Section 1350 Certification on page . . . . . . . . 28
(b) Reports on Form 8-K:
None
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.
April 15, 2006 By: /s/ Barney A. Richmond
Barney A. Richmond,
Chief Executive Officer
April 15, 2006 By: /s/ Richard C. Turner
Richard C. Turner,
Chief Financial Officer
25
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 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: April 15, 2006
/s/ Barney A. Richmond
--------------------------
Barney A. Richmond
Principal Executive Officer
26
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 quarterly
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: April 15, 2006
/s/ Richard C. Turner
---------------------------
Richard C. Turner
Chief Financial Officer
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EXHIBIT 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 Quarterly Report of American Capital Holdings
Inc., a Florida corporation (the "Company"), on Form 10-QSB for the period
ending February 28, 2006 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
Principal Executive Officer
Date: April 15, 2006
/s/ Richard C. Turner
--------------------------
Richard C. Turner
Chief Financial Officer
Date: April 15, 2006
[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.
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