Washington, D.C. 20549
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities 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. [ X ] Yes [ ] No
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes [ X ] No
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes [ X ] No
The Registrant had 17,747,007 shares of its common stock, $0.001 par value, outstanding as of August 1, 2006.
6
| | | | |
Entertainment Capital Corporation
Statements of Cash Flows
(Unaudited) |
| | For the Six
Months Ended
June 30, |
| | 2006 | | 2005 |
| | | | | |
Cash Flows from Operating Activities: | | | | |
Net Income (Loss) | $ | (85,490) | $ | (3,318) |
Adjustments to Reconcile Net Loss to Net Cash Provided by Operations: | | | | |
Changes in Operating Assets and Liabilities: | | | | |
(Increase) Decrease in: | | | | |
Accounts payable | | 30,389 | | 3,157 |
Net Cash Provided (Used) by Operating Activities | | (55,101) | | (161) |
Cash Flows from Investing Activities: | | | | |
Advances line of Credit | | (126,124) | | - |
Net Cash Used by Investing Activities | | (126,124) | | - |
Cash Flows from Financing Activities: | | | | |
Cash sale of stock | | 175,000 | | - |
Net Cash Provided (Used) by Financing Activities | | 175,000 | | - |
Increase (Decrease) in Cash | | (6,225) | | (161) |
Cash and Cash Equivalents at Beginning of Period | | 7,120 | | 537 |
Cash and Cash Equivalents at End of Period | $ | 895 | $ | 376 |
Cash Paid For: | | | | |
Interest | $ | - | $ | - |
Income Taxes | $ | - | $ | - |
Stock issued for acquisition of portfolio company | $ | 3,870,000 | $ | - |
The accompanying notes are an integral part of these financial statements. |
7
| | | | | | | | |
Entertainment Capital Corporation | |
Financial Highlights | |
| | | | | | | |
Per Unit Operating Performance: | | | | | | | |
| | For the Six | For the Fiscal | |
| | Months Ended | Year Ended | |
| | June 30, | | | December 31, | |
| | 2006 | | | 2005 | |
| | | (Unaudited) | | | (Audited) | |
| | | | | | | | |
NET ASSET VALUE, BEGINNING OF PERIOD | | $ | 0.000136 | | $ | (0.008976) | |
INCOME FROM INVESTMENT OPERATIONS: | | | | | | |
Net investment loss | | (0.004900) | | | (0.000713) | |
Net realized and unrealized gain (loss) on investment transactions | | - | | | - | |
| | | | | | | |
Total from investment operations | | (0.00476) | | | (0.009689) | |
| | | | | | | |
Net increase in net assets resulting from stock sales | | | 0.23184 | | | 0.005269 | |
| | | | | | |
NET ASSET VALUE, END OF PERIOD | | $ | 0.227081 | | $ | (0.004420) | |
| | | | | | |
TOTAL NET ASSET VALUE RETURN | | 167,279.68 | % | 50.76 | % |
| | | | | | | |
RATIOS AND SUPPLEMENTAL DATA: | | | | | | |
Net assets, end of period | | $ | 3,961,877 | | $ | 2,367 | |
Ratios to average net assets: | | | | | | |
Net expenses | | 0.49 | % | 52.01 | % |
Net investment loss | | (0.49) | % | (52.01) | % |
Portfolio Turnover Rate | | N/A | % | N/A | % |
| | | | | |
The accompanying notes are an integral part of these financial statements. |
8
ENTERTAINMENT CAPITAL CORPORATION
NOTES TO UNAUDITED FINANCIAL STATEMENTS
June 30, 2006 and June 30, 2005
Note 1 – Nature of Organization
This summary of significant accounting policies of Entertainment Capital Corporation is presented to assist in understanding the Company's financial statements. The financial statements and notes are representations of the Company's management who are responsible for their integrity and objectivity. In the opinion of management, all adjustments which are necessary for a fair presentation of the financial statements have been included. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.
Organization and Business Activities
On January 25, 2005 the Company’s Board of Directors elected to be regulated as a business development (“BDC”) company under the Investment Company Act of 1940. As a BDC, the Company is required to maintain at least 70% of its assets invested in “eligible portfolio companies”, which are loosely defined as any domestic company which is not publicly traded or that has assets less than $4 million.
On February 21, 2006, the Company made its first portfolio investment by issuing 15,480,000 shares of restricted common stock, valued at $0.25 per share, to the shareholders of FilmMates Entertainment, Inc., a privately-held Nevada corporation, in exchange for a fifty-one percent (51%) interest in FilmMates Entertainment, Inc.
Recent Accounting Pronouncements
Statement of Financial Accounting Standards (“SFAS”) No. 151, “Inventory Costs – an amendment of ARB No. 43, Chapter 4”, SFAS No. 152, “Accounting for Real Estate Time-Sharing Transactions – an amendment of FASB Statements No. 66 and 67”, SFAS No. 153, “Exchanges of Nonmonetary Assets – an amendment of APB Opinion No 29”, and SFAS No. 154, “Accounting Changes and Error Corrections – a replacement of APB Opinion No. 20 and FASB Statement No. 3”, were recently issued. SFAS No 151, 152, 153, and 154 have no current applicability to the Company or their effect on the financial statements would not have been significant.
In December 2004, the FASB issued SFAS 123 (revised 2004), “Accounting for Stock Based Compensation.” This statement supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees.” This revised statement establishes standards for the accounting of transactions in which an entity exchanges its equity instruments for goods and services, including the grant of stock options to employees and directors. The Statement is effective for periods beginning after June 15, 2005, and will require the Company to recognize compensation cost based on the grant date fair value of the equity instruments its awards. The Company has never issued any securities for services and has not options or warrants outstanding. Accordingly, no compensation cost from issuing equity instruments has been recognized in the Company’s financial statements. The Company estimates that the required adoption of SFAS 123 (R) will not have an i mpact on its financial statements.
Note 2 – Valuation of Portfolio Investments
As required by ASR 118, the investment committee of the company is required to assign a fair value to all investments. To comply with Section 2(a)(41) of the Investment Company Act and Rule 2a-4 under the Investment Company Act, it is incumbent upon the board of directors to satisfy themselves that all appropriate factors relevant to the value of securities for which market quotations are not readily available have been considered and to determine the method of arriving at the fair value of each such security. To the extent considered necessary, the board may appoint persons to assist them in the determination of such value, and to make the actual calculations pursuant to the board's direction. The board must also, consistent with this responsibility, continuously review the appropriateness of the method used in valuing each issue of security in the company's portfolio. The directors must recognize their responsibilities in this matter and, whenever technical assistance is requested from individuals who are not directors, the directors must carefully review the findings of such individuals in order to satisfy themselves that the resulting valuations are fair.
9
No single standard for determining "fair value...in good faith" can be laid down, since fair value depends upon the circumstances of each individual case. As a general principle, the current "fair value" of an issue of securities being valued by the board of directors would appear to be the amount that the owner might reasonably expect to receive for them upon their current sale. Methods that are in accord with this principle may, for example, be based on a multiple of earnings, or a discount from market of a similar freely traded security, or yield to maturity with respect to debt issues, or a combination of these and other methods. Some of the general factors which the directors should consider in determining a valuation method for an individual issue of securities include: 1) the fundamental analytical data relating to the investment, 2) the nature and duration of restrictions on disposition of the securities, and 3) an evaluation of the forces which influence the market in which these securities are purchased and sold. Among the more specific factors which are to be considered are: type of security, financial statements, cost at date of purchase, size of holding, discount from market value of unrestricted securities of the same class at time of purchase, special reports prepared by analysis, information as to any transactions or offers with respect to the security, existence of merger proposals or tender offers affecting the securities, price and extent of public trading in similar securities of the issuer or comparable companies, and other relevant matters.
The board has arrived at the following valuation methodology for its portfolio investments:
All portfolio investments shall be carried on the books at “fair market value.”
Where market values can be readily determined via stock quotations in a reasonably liquid market, the fair market shall be based on the quoted bid price on the day of calculation.
Fair market value shall be determined on at least a quarterly basis. Where there are material changes in portfolio operations, fair market value shall be re-examined as such material changes occur. In the event the stock trading price is within 10% of Net Book Value, and the Company wishes to sell stock, fair market value shall be calculated on the date of stock sale to ensure that stock is not sold below NBV.
Where there is not a readily available source for determining the market value of any investment, either because the investment is not publicly traded, or is thinly traded, the Board of Directors shall analyze the following factors, where available, for determining the estimated price that could be obtained from selling the investment in an arm’s length transaction:
i.
Total amount of the Company’s actual investment. This amount shall include all loans, purchase price of securities, and fair value of securities given at the time of exchange.
ii.
Total revenues for the preceding twelve months
iii.
Total revenues for the preceding five years
iv.
Historic earnings before interest, taxes and depreciation for each of the past five years
v.
Bona fide purchase offers from third parties
vi.
Net assets of investment
vii.
Likelihood of investment generating positive returns (going concern)
viii.
Financial projections for coming 24 months
10
ix.
Independent appraisal reports
x.
Budget to actual performance reports
Baring other factors, including default remedies and collateralization, the value of the loans and lines of credit may be adjusted down if there is a reasonable expectation that the Company will not be able to recoup the investment or if there is reasonable doubt about the investment’s ability to continue as a going concern. In order to assess impairment of loan value, the portfolio investment’s budget to actual performance criteria is evaluated along with 12-month financial projections. Additionally, where available, the Board shall review other relevant factors affecting repayment including historical cash flows, material contracts, collateral, debt maturity, alternate financing resources, etc. As of June 30, 2006, the Board of Directors determined that the fair value of its FilmMates Entertainment investment is $3,997,021, which includes equity of $3,870,000 and a credit line receivable of $127,021. This valuation of the equity was based on the val ue of FilmMates film library, distribution contracts, ongoing film projects, and revenue projections.
Note 3 – Equity Transactions
During the quarter ended June 30, 2006, the Company sold 200,000 shares of common stock for $100,000. The stock was sold to John Baldwin, a Director of the Company, and was issued under an exemption from registration under Reg. E. No advertising or general solicitation was employed in offering these shares. The purchaser received a copy of the Company’s offering circular. Shares sold in reliance on Regulation E are not restricted securities.
The Company also received $65,000 from unrelated third parties in exchange for 130,000 shares of common stock. As of June 30, 2006, the Company had not issued the stock associated with these transactions. As a result, the Company has recorded a stock payable for $65,000 as of June 30, 2006.
Note 4 – Affiliate Transactions
As of June 30, 2006, the Company had a credit line receivable of $127,021 from FilmMates Entertainment, Inc., a portfolio investment of which the Company owns 51% of the common stock. The credit line bears interest at the rate of 8% per annum, allows FilmMates to draw down a total of $2 million, and becomes payable April 1, 2009.
During the quarter ended June 30, 2006, the Company sold 200,000 shares of common stock to one of its directors, John Baldwin for $100,000. The stock was issued exempt from registration under Regulation E. The transaction was consummated under terms identical to those received in third-party transactions and did not entail a discount to market.
Note 5 – Management Agreement
On February 27, 2006, the Company entered into a management agreement with Javelin Advisory Group, Inc., to furnish the Company with office facilities, clerical, and record keeping services at such facilities. Javelin Advisory Group, Inc. will perform or oversee the performance of the Company’s required administrative services. These services will eliminate virtually all overhead costs and free up present staff to concentrate on revenue generating activities. Javelin Advisory Group holds 1,720,000 or nine percent (9%) of the Company’s outstanding common stock as of June 30, 2006.
Note 6 – Subsequent Events
Subsequent to June 30, 2006, the Company issued 300,000 shares of stock for $150,000. The stock was sold to John Baldwin, a director of the Company, on terms identical to those received from third-parties in arm’s length transactions. The shares were issued exempt from registration under Regulation E. The Company also received $125,000 from a third party in exchange for 250,000 shares of common stock. As of July 26, 2006, the shares had not been issued.
11
Note 7 – Going Concern
The ability of the Company to continue as a going concern is dependant upon its ability to successfully seek out and consummate investments, or to secure other sources of financing such that it may commence profitable operations. Further, if the Company is not able to generate positive cash flow from operations, or is unable to secure adequate funding under acceptable terms, there is substantial doubt that the company an continue as a going concern. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
12
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following information should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this Form 10-Q.
General
Entertainment Capital Corporation (the "Company") was formed as a Nevada corporation on December 7, 1999, to engage in any lawful undertaking, including but not limited to, transacting mergers and acquisitions. The Company was inactive from inception until February 20, 2006 and, prior to February 21, 2006, never engaged in any operational activities, other than issuing shares to its shareholders. Accordingly, the Company was defined as a "blank check" or "shell" company whose sole purpose was to identify and complete a merger or acquisition with a private entity.
Plan of Operation
On January 25, 2005 the Company’s Board of Directors elected to be regulated as a business investment company under the Investment Company Act of 1940. As a business development company (“BDC”), the Company is required to maintain at least 70% of its assets invested in “eligible portfolio companies”, which are loosely defined as any domestic company which is not publicly traded or that has assets less than $4 million.
On February 21, 2006, the Company made its first portfolio investment by issuing 15,480,000 shares of restricted common stock, valued at $0.25 per share, to the shareholders of FilmMates Entertainment, Inc., a privately-held Nevada corporation, in exchange for a fifty-one percent (51%) interest in FilmMates Entertainment, Inc.
On April 26, 2006, the Company extended Roma Music Group, a $200,000 line of credit that bears interest at eight percent (8%) per annum and the principal and interest are due April 26, 2009. As of the date of this report no cash has been advanced. The Company has 1,000,000 shares of Roma Music Group’s common stock in consideration for extending a line of credit and incorporation services. The Company established Roma Music Group as an additional portfolio investment.
Management Changes
On February 21, 2006, the Company accepted the resignations of Steven Peacock as the Company’s Chief Executive Officer and Chief Financial Officer, Shane Traveller as the Company’s Chairman of Board of Directors, Ed Haidenthaller as a member of the Board of Directors and Clay McCalla as a member of the Board of Directors. Effective as of the same date to fill the vacancies created by the resignations, the shareholders of the Company elected John M. Bailey as the Company’s Chief Executive Officer, Chief Financial Officer, Chief Compliance Officer and Chairman of the Board of Directors, John Baldwin as a member of the Board of Directors and Michelle Hartly as a member of the Board of Directors. Also, on this date, John M. Bailey was appointed Chief Compliance Officer.
On February 27, 2006, the Board of Directors of Entertainment Capital Corporation appointed Jay M. Maldonado as its Secretary.
Management Agreement
On February 27, 2006, the Company entered into a management agreement with Javelin Advisory Group, Inc., to furnish the Company with office facilities, clerical, and record keeping services at such facilities. Javelin Advisory Group, Inc. will perform or oversee the performance of the Company’s required administrative services. These services will eliminate virtually all overhead costs and free up present staff to concentrate on revenue generating activities. Javelin Advisory Group holds 1,720,000 or nine percent (9%) of the Company’s outstanding common stock as of June 30, 2006.
13
Valuation of Portfolio Investments
As required by ASR 118, the investment committee of the company is required to assign a fair value to all investments. To comply with Section 2(a)(41) of the Investment Company Act and Rule 2a-4 under the Investment Company Act, it is incumbent upon the board of directors to satisfy themselves that all appropriate factors relevant to the value of securities for which market quotations are not readily available have been considered and to determine the method of arriving at the fair value of each such security. To the extent considered necessary, the board may appoint persons to assist them in the determination of such value, and to make the actual calculations pursuant to the board's direction. The board must also, consistent with this responsibility, continuously review the appropriateness of the method used in valuing each issue of security in the company's portfolio. The directors must recognize their responsibilities in this matter and, whenever technical assistance is requested from individuals who are not directors, the directors must carefully review the findings of such individuals in order to satisfy themselves that the resulting valuations are fair.
No single standard for determining "fair value...in good faith" can be laid down, since fair value depends upon the circumstances of each individual case. As a general principle, the current "fair value" of an issue of securities being valued by the board of directors would appear to be the amount that the owner might reasonably expect to receive for them upon their current sale. Methods that are in accord with this principle may, for example, be based on a multiple of earnings, or a discount from market of a similar freely traded security, or yield to maturity with respect to debt issues, or a combination of these and other methods. Some of the general factors which the directors should consider in determining a valuation method for an individual issue of securities include: 1) the fundamental analytical data relating to the investment, 2) the nature and duration of restrictions on disposition of the securities, and 3) an evaluation of the forces which influence the market in which these securities are purchased and sold. Among the more specific factors which are to be considered are: type of security, financial statements, cost at date of purchase, size of holding, discount from market value of unrestricted securities of the same class at time of purchase, special reports prepared by analysis, information as to any transactions or offers with respect to the security, existence of merger proposals or tender offers affecting the securities, price and extent of public trading in similar securities of the issuer or comparable companies, and other relevant matters.
The board has arrived at the following valuation methodology for its portfolio investments:
All portfolio investments shall be carried on the books at “fair market value.”
Where market values can be readily determined via stock quotations in a reasonably liquid market, the fair market shall be based on the quoted bid price on the day of calculation.
Fair market value shall be determined on at least a quarterly basis. Where there are material changes in portfolio operations, fair market value shall be re-examined as such material changes occur. In the event the stock trading price is within 10% of Net Book Value, and the Company wishes to sell stock, fair market value shall be calculated on the date of stock sale to ensure that stock is not sold below NBV.
Where there is not a readily available source for determining the market value of any investment, either because the investment is not publicly traded, or is thinly traded, the Board of Directors shall analyze the following factors, where available, for determining the estimated price that could be obtained from selling the investment in an arm’s length transaction:
i. Total amount of the Company’s actual investment. This amount shall include all loans, purchase price of securities, and fair value of securities given at the time of exchange.
ii. Total revenues for the preceding twelve months
iii. Total revenues for the preceding five years
iv. Historic earnings before interest, taxes and depreciation for each of the past five years
v. Bona fide purchase offers from third parties
14
vi. Net assets of investment
vii. Likelihood of investment generating positive returns (going concern)
viii. Financial projections for coming 24 months
ix. Independent appraisal reports
x. Budget to actual performance reports
Baring other factors, including default remedies and collateralization, the value of the loans and lines of credit may be adjusted down if there is a reasonable expectation that the Company will not be able to recoup the investment or if there is reasonable doubt about the investment’s ability to continue as a going concern. In order to assess impairment of loan value, the portfolio investment’s budget to actual performance criteria is evaluated along with 12-month financial projections. Additionally, where available, the Board shall review other relevant factors affecting repayment including historical cash flows, material contracts, collateral, debt maturity, alternate financing resources, etc.
As of June 30, 2006, the Board of Directors determined that the fair value of its FilmMates Entertainment investment is $3,998,334. This valuation was based on the value of FilmMates film library, distribution contracts, ongoing film projects, and revenue projections.
Liquidity and Capital Resources
The Company’s financial statements present an impairment in terms of liquidity. As of June 30, 2006 the Company had $895 in current assets and the Company’s total current liabilities exceeded current total assets by approximately $36,457. The Company has accumulated $111,585 in losses through June 30, 2006, which may be used to reduce taxes in future years through 2026. The use of these losses to reduce future income taxes will depend on the generation of sufficient taxable income prior to the expiration of the net operating loss carry-forwards. The potential tax benefit of the net operating loss carry-forwards have been offset by a valuation allowance of the same amount. The Company has not yet established revenues to cover its operating costs. Management believes that the Company will soon be able to generate revenues sufficient to cover its operating costs through the acquisition of operating subsidiaries. & nbsp;In the event the Company is unable to do so, and if suitable financing is unavailable, there is substantial doubt about the Company’s ability to continue as a going concern.
Results of Operation
During the three months ended June 30, 2006, the Company experienced a net loss of $48,529 or ($0.003) per share compared to a net loss of $43 or approximately ($0.00) per share for the same period in 2005. During the six months ended June 30, 2006, the Company incurred a net loss of $85,490, or approximately ($0.007) per share compared to a net loss of $3,318 or approximately ($0.002) per share for the same period in 2005.
The Company attributes the $82,172 increase in net loss for the six month period ended June 30, 2006 compared to the same period in 2005 to increase in general and administrative expenses.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
RISKS RELATED TO OUR BUSINESS
We are subject to various risks that may materially harm our business, financial condition and results of operations. You should carefully consider the risks and uncertainties described below and the other information in this filing before deciding to purchase our common stock. If any of these risks or uncertainties actually occurs, our business, financial condition or operating results could be materially harmed. In that case, the trading price of our common stock could decline and you could lose all or part of your investment.
15
RISKS RELATED TO OUR BUSINESS
We Have Historically Lost Money and Losses May Continue in the Future
We have historically lost money. The loss for the six months ended June 30, 2006 was approximately $85,490 and future losses are likely to occur. Accordingly, we may experience significant liquidity and cash flow problems if we are not able to raise additional capital as needed and on acceptable terms. No assurances can be given we will be successful in reaching or maintaining profitable operations.
There is Substantial Doubt About Our Ability to Continue as a Going Concern Due to Recurring Losses and Working Capital Shortages, Which Means that We May Not Be Able to Continue Operations Unless We Obtain Additional Funding
Our December 31, 2005 financial statements included an explanatory paragraph indicating that there is substantial doubt about our ability to continue as a going concern due to recurring losses and working capital shortages. Our ability to continue as a going concern will be determined by our ability to obtain additional funding. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Our Common Stock has No Public Market
There has been no public market for our common stock and there can be no assurance that an active trading market for our common stock will develop. The Company may file a Form 15c-(2)(11) in an effort to obtain a quote on the NASD over-the-counter bulletin board to create a public market. There can be no assurance that an active trading market for our common stock will develop. As a result, this could adversely affect our shareholders' ability to sell our common stock in short time periods, or possibly at all. Our common stock is likely to experience in the future, significant price and volume fluctuations that could adversely affect the market price of our common stock without regard to our operating performance. In addition, we believe that factors such as quarterly fluctuations in our financial results and changes in the overall economy or the condition of the financial markets could cause the price of our common stock to fluctuate su bstantially. Substantial fluctuations in our stock price could significantly reduce the price of our stock.
We Could Fail to Retain or Attract Key Personnel
Our future success depends in significant part on the continued services of John M. Bailey, our Chief Executive. We cannot assure you we would be able to find an appropriate replacement for key personnel. Any loss or interruption of our key personnel's services could adversely affect our ability to develop our business plan. We have no life insurance on Mr. Bailey.
Nevada Law and Our Charter May Inhibit a Takeover of Our Company That Stockholders May Consider Favorable
Provisions of Nevada law, such as its business combination statute, may have the effect of delaying, deferring or preventing a change in control of our company. As a result, these provisions could limit the price some investors might be willing to pay in the future for shares of our common stock.
RISKS RELATED TO OUR OPERATION AS A
BUSINESS DEVELOPMENT COMPANY
We May Change Our Investment Policies Without Further Shareholder Approval
Although we are limited by the Investment Company Act of 1940 with respect to the percentage of our assets that must be invested in “eligible portfolio companies”, we are not limited with respect to the minimum standard that any portfolio investment must meet. We may make investments without shareholder approval and such investments may deviate significantly from our historic operations.
16
Our Investments May Not Generate Sufficient Income to Cover Our Operations
We intend to make investments primarily into eligible portfolio companies that will provide the greatest overall return on our investment. However, certain of those investments may fail, in which case we will not receive any return on our investment. In addition, our investments may not generate income, either in the immediate future, or at all. As a result, we may have to sell additional stock, or borrow money, to cover our operating expenses. The effect of such actions could cause our stock price to decline or, if we are not successful in raising additional capital, we could cease to continue as a going concern.
Investing in Private Companies Involves a High Degree of Risk
Our portfolio will primarily consist of long-term loans to and investments in private companies. Investments in private businesses involve a high degree of business and financial risk, which can result in substantial losses and accordingly should be considered speculative. There is generally no publicly available information about the companies in which we will invest, and we will rely significantly on the diligence of our employees to obtain information in connection with our investment decisions. In addition, some smaller businesses have narrower product lines and market shares than their competition, and may be more vulnerable to customer preferences, market conditions or economic downturns, which may adversely affect the return on, or the recovery of, our investment in such businesses.
Our Portfolio of Investments are Illiquid
We generally will acquire our investments directly from the issuer in privately negotiated transactions. The majority of the investments in our portfolio will typically be subject to restrictions on resale or otherwise has no established trading market. We will typically exit our investments when the portfolio company has a liquidity event such as a sale, recapitalization, or initial public offering of the company. The illiquidity of our investments may adversely affect our ability to dispose of debt and equity securities at times when it may be otherwise advantageous for us to liquidate such investments. In addition, if we were forced to immediately liquidate some or all of the investments in the portfolio, the proceeds of such liquidation would be significantly less than the current value of such investments. All of our portfolio investments will be recorded at fair value as determined in good faith by our Board of Directors and, as a result, there may be uncertainty regarding the value of our portfolio investments. Since there will typically be no readily ascertainable market value for the investments in our portfolio, our Board of Directors determines in good faith the fair value of these investments pursuant to a valuation policy and a consistently applied valuation process.
There is no single standard for determining fair value in good faith. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make. Unlike banks, we are not permitted to provide a general reserve for anticipated loan losses. We are instead required by the 1940 Act to specifically value each individual investment, and record unrealized loss for an investment that we believe has become impaired, including where collection of a loan or realization of an equity security is doubtful, or when the enterprise value of the company does not currently support the cost of our debt or equity investment. Conversely, we will record unrealized gains if we believe that the underlying portfolio company has appreciated in value and, therefore, our equity security has also appreciated in value. Without a readily ascertainab le market value and because of the inherent uncertainty of valuation, the fair value of our investments determined in good faith by the Board of Directors may differ significantly from the values that would have been used had a ready market existed for the investments, and the differences could be material.
We will adjust the valuation of our portfolio at least quarterly to reflect the Board of Directors' determination of the fair value of each investment in our portfolio. In addition, any material changes in the operations of a portfolio investment will be reviewed by the Board of Directors as they occur to ascertain whether there has been a decline in Net Asset Value for purposes of determining NAV per share in connection with sales of stock under this offering.
17
Any changes in estimated fair value will be recorded in our statement of operations as "Net unrealized gains (losses)."
Our Common Stock Price May be Volatile
There is currently no public trading market for our stock. We may, in the future, file a Form 15c-(2)(11) in an effort to obtain a quote on the NASD over-the-counter bulletin board to create a public market. Management believes that the creation of a public trading market for the Company's securities would make the Company a more attractive candidate for funding its plan of operation. However, there is no guarantee that the Company would obtain a quote on the NASD over-the-counter bulletin board, or that a public market for the Company's securities would develop, or, if such a market did develop, that it would continue, even if a quote on the NASD over the counter bulletin board was obtained.
We May Not Have Adequate Capital to Fully Comply With Our Regulatory Requirements
There are numerous costs associated with complying with the Investment Company Act of 1940. Chief among these is the cost associated with maintaining a fidelity bond, holding annual shareholder meeting, conducting quarterly financial reviews and annual audits, and employing a chief compliance officer. As a new company, we do not have a history of generating income from investments. As a result, we may not have adequate capital to ensure compliance with all aspects of the 1940 Act. Non-compliance with the 1940 Act could have a material detrimental affect on our business that could include our ability to continue as a going concern.
We Could Experience a Negative Net Asset Value Per Share Which May Increase the Risk of Your Investment
In the event our liabilities exceed our assets, purchasers of our shares would technically be buying liabilities rather than assets. In addition, any trading of our stock would by default be at a premium to NAV which could be potentially misleading. Prolonged periods of where our liabilities exceed our assets could affect our ability to meet short term obligations and continue as a going concern.
Our Portfolio is Not Diversified Which Could Result in Greater Risk of Portfolio Value Fluctuations
As of June 30, 2006, our investment portfolio consists of two assets. While we anticipate making additional investments in other portfolio companies, we intend to limit the number of different portfolio investments in order to provide each with the necessary managerial assistance they might need. As a result, we expect that our portfolio of investments will remain non-diversified into the foreseeable future. A decrease in value of any one of our portfolio investments could therefore have a significant negative effect on our net asset value. Our portfolio value could be subject to greater fluctuations that what would be expected from a diversified fund.
Item 4. Control and Procedures.
(a) Evaluation of disclosure controls and procedures.
John Bailey who serves as Entertainment Capital Corporation's chief executive officer and as Entertainment Capital Corporation’s chief financial officer and chief compliance officer, after evaluating the effectiveness of Entertainment Capital Corporation's disclosure controls and procedures (as defined in Exchange Act Rules 13a-14(c) and 15d-14(c) as of a date within 90 days of the filing date of this quarterly report (the "Evaluation Date") concluded that as of the Evaluation Date, Entertainment Capital Corporation's disclosure controls and procedures were adequate and effective to ensure that material information relating to Entertainment Capital Corporation would be made known to him by others within those entities, particularly during the period in which this quarterly report was being prepared.
(b) Changes in internal controls.
The Company has adopted several internal control procedures in recognition of the importance of achieving and maintaining regulatory compliance, we have adopted namely the following: reporting requirements for access persons, code of ethics, audit committee charter, investment committee charter, investment valuation procedures and corporate compliance procedures that enforce compliance with business ethics, regulations and law.
18
PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
None
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
During the quarter ended June 30, 2006, the Company sold 200,000 shares of common stock for $100,000. The stock was sold to John Baldwin, a Director of the Company, and was issued under an exemption from registration under Reg. E. No advertising or general solicitation was employed in offering these shares. The purchaser received a copy of the Company’s offering circular. Shares sold in reliance on Regulation E are not restricted securities.
The Company also received $65,000 from unrelated third parties in exchange for 130,000 shares of common stock. As of June 30, 2006, the Company had not issued the stock associated with these transactions. As a result, the Company has recorded a stock payable for $65,000 as of June 30, 2006.
Item 3. Defaults Upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security Holders.
None
Item 5. Other Information.
None
Item 6. Exhibits.
The exhibits listed below are required by Item 601 of Regulation S-K. Each management contract or compensatory plan or arrangement required to be filed as an exhibit to this Form 10-Q has been identified.
| | |
Exhibit No. | Description | Location |
3.1 | Articles of Incorporation | * |
3.3 | Amendment to articles of incorporation, dated October 14, 2005 | *** |
3.2 | Bylaws | * |
14 | Code of Ethics adopted September 9, 2005 | ** |
31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | **** |
31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | **** |
32.1 | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | **** |
| | |
32.2 | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | **** |
99(i) | Audit Committee Charter adopted September 9, 2005 | ** |
99.2(ii) | Investment Committee Charter adopted September 9, 2005 | ** |
* Incorporated by reference from Form 10-SB/A filed April 17, 2000
** Incorporated by reference from Form 10-KSB filed October 11, 2005
*** Incorporated by reference from Form 8K filed October 19, 2005
****Filed herewith
19
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 thereunto duly authorized.
ENTERTAINMENT CAPITAL CORPORATION
|
By:/s/ John Bailey John Bailey Chief Executive Officer |
Dated: August 11, 2006
20
EXHIBIT 31.1
SECTION 302
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, John Bailey, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Entertainment Capital Corporation;
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, the results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) all significant deficiencies in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| |
Date: August 11, 2006 | By:/s/ John Bailey John Bailey, Chief Executive Officer |
EXHIBIT 31.2
SECTION 302
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, John Bailey, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Entertainment Capital Corporation;
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, the results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) all significant deficiencies in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| |
Date: August 11, 2006 | By:/s/ John Bailey John Bailey, Chief Financial Officer |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Entertainment Capital Corporation (the "Company") on Form 10-Q for the period ending June 30, 2006, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, John Bailey, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of the operation of the Company.
|
/s/ John Bailey John Bailey Chief Executive Officer August 11, 2006 |
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Entertainment Capital Corporation (the "Company") on Form 10-Q for the period ending June 30, 2006, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, John Bailey, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of the operation of the Company.
|
/s/ John Bailey John Bailey Chief Financial Officer August 11, 2006 |
