UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB
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(Mark One) | | |
[X] | | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| | For the quarterly period ended September 30, 2005 |
[ ] | | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT | | |
| | For the transition period from | | to |
| | COMMISSION FILE NUMBER: | | 000-49600 |
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SIGNATURELEISURE, INC. |
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(Exact name of small business issuer as specified in its charter) |
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Colorado | | 50-0012983 |
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(State or other jurisdiction of incorporation or organization) | | (IRS Employer Identification No.) |
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100 Candace Drive, Suite 100 |
Maitland, Florida 32751 |
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(Address of principal executive offices) |
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(407) 599-2886 |
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(Issuer's telephone number) |
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(Former name, former address and former fiscal year, if changed since last report) |
[X] | | Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the |
| | past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject |
| | to such filing requirements for the past 90 days. |
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[ ] | | Indicate by check whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). |
| The number of shares outstanding of each of the issuer's classes of common equity as of September 30, 2005: 80,449,864 shares of common stock
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Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
1
SIGNATURELEISURE,INC.
Index
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PART I. | | FINANCIAL INFORMATION | | |
Item 1. | | Financial Statements | | |
| | Condensed Consolidated Balance Sheet (unaudited) | | 3 |
| | Condensed Consolidated Statements of Operations (unaudited) | | 4 |
| | Condensed Consolidated Statement of Changes in Shareholder’s Deficit (unaudited) | | 5 |
| | Condensed Consolidated Statements of Cash Flows (unaudited) | | 6 |
| | Notes to Condensed Consolidated Financial Statements (unaudited) | | 7 |
Item 2. | | Management's Discussion and Analysis of Financial Condition | | |
| | and Plan of Operations | | 10 |
Item 3. | | Controls and Procedures | | 14 |
Part II. | | OTHER INFORMATION | | |
Item 1. | | Legal Proceedings | | 14 |
Item 2. | | Unregistered Sales of Equity Securities and Use of Proceeds | | 14 |
Item 3. | | Defaults Upon Senior Securities | | 15 |
Item 4. | | Submission of Matters to a Vote of Security Holders | | 15 |
Item 5. | | Other Information | | 15 |
Item 6. | | Exhibits and Reports on Form 8-K | | 15 |
SIGNATURES | | 16 |
2
SIGNATURELEISURE,INC. Condensed Consolidated Balance Sheet September 30, 2005 (Unaudited)
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Assets | | | | |
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Current assets: | | | | |
Cash | | $ | | 13,737 |
Inventory | | | | 36,107 |
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Total current assets | | | | 49,844 |
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Equipment, net | | | | 3,458 |
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Intangible assets (Note 7): | | | | |
Website, net | | | | 7,917 |
Contact list, net | | | | 7,917 |
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Total assets | | $ | | 69,136 |
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Liabilities and Shareholders' Deficit | | | | |
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Liabilities: | | | | |
Accounts payable | | $ | | 14,500 |
Accrued liabilities | | | | 2,276 |
Indebtedness to related parties (Notes 2 and 4) | | | | 596,760 |
Notes payable (Note 4) | | | | 65,000 |
Accrued interest payable (Notes 2 and 4) | | | | 5,777 |
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Total current liabilities | | | | 684,313 |
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Shareholders' deficit (Note 6): | | | | |
Preferred stock, $.001 par value; 10,000,000 shares authorized, | | | | |
no shares issued and outstanding | | | | - |
Common stock, $.0001 par value; 500,000,000 shares authorized, | | | | |
80,449,864 shares issued and outstanding | | | | 8,045 |
Additional paid-in capital | | | | 3,901,036 |
Retained deficit | | | | (4,524,258) |
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Total shareholders' deficit | | | | (615,177) |
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Total liabilities and shareholders’ deficit | | $ | | 69,136 |
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See accompanying notes to condensed consolidated financial statements.
3
SIGNATURELEISURE,INC. Condensed Consolidated Statements of Operations (Unaudited)
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| | For The Three Months Ended | | For The Nine Months Ended |
| | September 30, | | September 30, |
| | 2005 | | | | 2004 | | 2005 | | | | 2004 |
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Revenue: | | | | | | | | | | | | |
Vehicle sales | | $ 23,575 | | $ | | 15,402 | | $ 23,575 | | $ | | 191,449 |
Event service revenues | | 3,186 | | | | - | | 26,970 | | | | - |
Information services revenues | | 912 | | | | - | | 912 | | | | - |
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Total revenue | | 27,673 | | | | 15,402 | | 51,457 | | | | 191,449 |
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Operating expenses: | | | | | | | | | | | | |
Cost of sales: | | | | | | | | | | | | |
Vehicles | | 21,480 | | | | 12,801 | | 21,480 | | | | 199,442 |
Event services | | 7,531 | | | | - | | 15,736 | | | | - |
Information services | | 692 | | | | - | | 692 | | | | - |
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Stock based compensation (Note 6): | | | | | | | | | | | | |
Legal services | | - | | | | - | | 84,000 | | | | 324,100 |
Other business consulting | | 155,214 | | | | - | | 625,139 | | | | - |
Commitment fee | | - | | | | - | | 15,000 | | | | - |
Contributed rent (Note 2) | | - | | | | - | | 1,694 | | | | - |
General and administrative | | 123,545 | | | | 83,546 | | 462,467 | | | | 307,375 |
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Operating expenses | | 308,462 | | | | 96,347 | | 1,226,208 | | | | 830,917 |
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Operating loss | | (280,789) | | | | (80.945) | | (1,174,751) | | | | (639,468) |
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Interest expense: | | (1,599) | | | | (564) | | (4,058) | | | | (1,693) |
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Loss before income taxes | | (282,388) | | | | (81,509) | | (1,178,809) | | | | (641,161) |
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Provision for income taxes (Note 5) | | - | | | | - | | - | | | | - |
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Net loss | | $ (282.388) | | $ | | (81,509) | | $ (1,178,809) | | $ | | (641,161) |
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Weighted average loss per share: | | | | | | | | | | | | |
Basic and diluted loss per share | | $ (0.00) | | $ | | (0.00) | | $ (0.02) | | $ | | (0.01) |
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Weighted average number of shares | | | | | | | | | | | | |
of common shares outstanding | | 71,106,080 | | | | 46,565,190 | | 47,518,148 | | | | 45,530,079 |
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See accompanying notes to condensed consolidated financial statements.
4
SIGNATURELEISURE,INC. Condensed Consolidated Statements of Changes in Shareholder’s Deficit (Unaudited)
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| | | | | | | | | | Additional | | | | | | | | |
| | Common Stock | | | | Paid-In | | | | Retained | | | | |
| | Shares | | | | Par Value | | | | Capital | | | | Deficit | | | | Total |
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Balance, January 1, 2005 | | 10,439,164 | | $ | | 1,044 | | $ | | 2,574,204 | | $ | | (3,345,449) | | $ | | (770,201) |
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Common stock issued in exchange for | | | | | | | | | | | | | | | | | | |
legal and consulting services, | | | | | | | | | | | | | | | | | | |
and commitment fees (Note 6) | | 30,010,700 | | | | 3,001 | | | | 729,138 | | | | | | | | 732,139 |
Officer compensation (Notes 2 and 6) | | 40,000,000 | | | | 4,000 | | | | 596,000 | | | | | | | | 600,000 |
Office space contributed by an affiliate (Note 2) | | - | | | | - | | | | 1,694 | | | | | | | | 1,694 |
Net loss | | | | | | | | | | | | | | (1,178,809) | | | | (1,178,809) |
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Balance, September 30, 2005 | | 80,449,864 | | $ | | 8,045 | | $ | | 3,901,036 | | $ | | (4,524,258) | | $ | | (615,177) |
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See accompanying notes to condensed consolidated financial statements.
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SIGNATURELEISURE,INC. Condensed Consolidated Statements of Cash Flows (Unaudited)
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| | For The Nine Months Ended |
| | | | September 30, | | |
| | | | 2005 | | | | 2004 |
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Net cash used in operating activities | | $ | | (84,551) | | $ | | (118,901) |
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Cash flows from investing activities: | | | | | | | | |
Purchase of equipment | | | | (3,823) | | | | - |
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Net cash used in investing activities | | | | (3,823) | | | | - |
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Cash flows from financing activities: | | | | | | | | |
Proceeds from issuance of note payable (Note 4) | | | | 40,000 | | | | - |
Proceeds from related party advances (Note 2) | | | | 51,362 | | | | 10,000 |
Repayment of related party advances | | | | - | | | | (5,857) |
Proceeds from notes issued to related party (Note 2) | | | | - | | | | 28,210 |
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Net cash provided by financing activities | | | | 91,362 | | | | 32,353 |
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Net increase (decrease) in cash | | | | 2,988 | | | | (86,548) |
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Cash at beginning of period | | | | 10,749 | | | | 101,513 |
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Cash at end of period | | $ | | 13,737 | | $ | | 14,965 |
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Supplemental disclosure of cash flow information: | | | | | | | | |
Cash paid during the year for: | | | | | | | | |
Interest | | $ | | - | | $ | | 565 |
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Income taxes | | $ | | - | | $ | | - |
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See accompanying notes to condensed consolidated financial statements.
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SIGNATURELEISURE,INC. Notes to Condensed Consolidated Financial Statements (Unaudited)
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Note 1 - Basis of Presentation
The interim financial statements presented herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. The interim financial statements should be read in conjunction with the Company’s annual financial statements for the year ended December 31, 2004, notes and accounting policies thereto included in the Company’s Annual Report on Form 10-KSB as filed with the SEC.
In the opinion of management, all adjustments (consisting only of normal recurring adjustments) which are necessary to provide a fair presentation of operating results for the interim period presented have been made. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the year.
Interim financial data presented herein are unaudited.
In February 2005, the Company incorporated a wholly owned subsidiary, Parker Productions, Inc. (see Note 7). In July 2005, the Company incorporated a wholly owned subsidiary, E Cubed Technologies, Inc. (see Note 8).
Principles of Consolidation
The accompanying condensed consolidated financial statements include the activities of Signature Leisure, Inc. and its wholly owned subsidiaries, Parker Productions, Inc and E Cubed Technologies, Inc. All significant intercompany balances and transactions have been eliminated in consolidation.
Note 2 - Related Party Transactions
Working capital advances
As of December 31, 2004, the Company owed its sole officer and director $28,033 for working capital advances and expenses paid on behalf of the Company. The obligation does not carry an interest rate and is due on demand. During the nine months ended September 30, 2005, the sole officer and director advanced the Company $51,362 and paid expenses on behalf of the Company totaling $41,725. As of September 30, 2005, the balance owed the sole officer and director of $121,120 is included in the accompanying financial statements as “Indebtedness to related parties”.
Note payable
During 2004, a shareholder loaned the Company $28,210 in exchange for a promissory note bearing an eight percent interest rate. The note matured on December 31, 2004 and was in default until September 22, 2005 when the maturity date was extended until April 1, 2006. The Company has repaid $13,275 toward the note as of September 30, 2005. Accrued interest expense on the note totaled $2,387 at September 30, 2005. The remaining principal and accrued interest balances of $17,322 are included in the accompanying financial statements as “Indebtedness to related parties”.
Accrued compensation and common stock
Commencing July 1, 2003, the Company began accruing an annual salary of $250,000 for its sole officer and director based on an employment agreement executed in 2003. In addition, under the terms of the employment agreement, the sole officer and director was awarded a monthly auto allowance of $700 per month and opportunities to receive performance-based bonuses. As of September 30, 2005, the sole officer and director had not received any payments toward the auto allowance. The balance owed at September 30, 2005 for the auto allowance totaled $18,900, which is included in the accompanying condensed consolidated financial statements as “Indebtedness to related parties”.
Pursuant to the terms of the employment agreement, the sole officer and director earned a $750,000 bonus for the successful completion of (1) raising a minimum of $200,000 for the Company, and (2) the opening or acquisition of the Company’s first business unit (Signature Auto). The Company accrued $750,000 in officer compensation to recognize the bonus earned by the sole officer and director during the year ended December 31, 2004.
In February 2005, the sole officer and director also earned a $150,000 bonus for initiating the Company’s Parker Productions, Inc. operations (see Note 7).
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SIGNATURELEISURE,INC. Notes to Condensed Consolidated Financial Statements (Unaudited)
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During October 2004, the sole officer and director approved the issuance of 7,500,000 shares of the Company’s restricted common stock as payment of $450,000 of the sole officer and director’s accrued compensation.
Of the total $450,000 in stock issued to the sole officer and director, $375,000 was allocated to the sole officer and director’s salary accrued through December 31, 2004. The remaining $75,000 was allocated to the sole officer and director’s $750,000 bonus, which reduced the bonus accrual to $675,000 as of December 31, 2004.
During April 2005, the sole officer and director approved the issuance of 40,000,000 shares of the Company’s restricted common stock as payment of $600,000 of the sole officer and director’s accrued bonus.
As of September 30, 2005, accrued salaries and bonuses of the sole officer and director totaled $125,000 and $225,000, respectively. These accruals are included in the accompanying condensed consolidated financial statements as “Indebtedness to related parties”.
Contributed rent and services
In December 2004, Renovo Holdings, an affiliate under common control, began contributing office space to the Company on a month-to-month basis. During the nine months ended September 30, 2005, the affiliate contributed office space valued at $1,694 based on the affiliate’s rent payments and the percentage of office space utilized by the Company.
Note 3: Vehicle Floor Plans
The Company has established two $50,000 floor plans. No amounts were outstanding at September 30, 2005. These credit lines are approved for financing pre-owned vehicle inventory purchases. One line carries a 4.50% interest rate and the second carries a variable interest rate equal to 3.00% over the prime rate. Advances under the floor plans are payable within 30 days of disbursement and are collateralized by the Company’s vehicle inventory and other Company-owned assets.
Note 4 – Note Payable
On December 2, 2004, the Company received proceeds of $25,000 from Katalyst Capital Group, Ltd. (“Katalyst”), an unrelated third party, in exchange for a promissory note. The note carries an eight percent interest rate and matures on December 31, 2005.
On February 9, 2005, Katalyst advanced the Company an additional $20,000 in exchange for a second promissory note The note carries an eight percent interest rate and matures on December 31, 2005.
On April 19, 2005, Katalyst advanced the Company an additional $20,000 in exchange for a third promissory note. The note carries an eight percent interest rate and matures on December 31, 2005.
Accrued interest on these notes payable is $3,390 at September 30, 2005.
Note 5 – Income Tax
The Company records its income taxes in accordance with Statement of Financial Accounting Standard No. 109, “Accounting for Income Taxes”. The Company incurred net operating losses during all periods presented resulting in a deferred tax asset, which was fully allowed for; therefore, the net benefit and expense resulted in no income taxes.
Note 6 – Shareholders’ Deficit
Reverse stock split
On January 18, 2005, the Company’s sole director and shareholders approved a 40:1 reverse split of its $.0001 par value common stock. The split was declared effective as of February 4, 2005. The effect of the reverse stock split has been retroactively applied to all disclosures in the accompanying condensed consolidated financial statements.
Common stock
Between January 1 and September, 2005, the Company issued 70,010,700 shares of its common stock to consultants and officers in exchange for legal and consulting services, commitment fees, and officer compensation. The transactions were recorded based on the fair value of the services provided, ranging from $.001 to $1.00 per share. Stock-based compensation expense of $724,139 has been recognized in the accompanying condensed consolidated financial statements. Accounts payable was reduced by $8,000 based on common stock issued for services rendered.
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SIGNATURELEISURE,INC. Notes to Condensed Consolidated Financial Statements (Unaudited)
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Standby Equity Distribution Agreement
During October 2004, the Company entered into a Standby Equity Distribution Agreement (the “Agreement”) with Katalyst. Under the terms of the Agreement, Katalyst has committed to purchase up to $5 million of the Company’s common stock over the course of 24 months after an effective registration of the Company’s common stock. Any purchases are to be issued under the securities laws of the United States under Regulation D. The purchase price has been set at 99% of the market price, which is to be calculated based on the lowest daily volume weighted average price of the stock over the five trading days following the Company’s funding request. No shares have been issued under the Agreement through the date of this report. By the terms of this agreement the effective date occurs on the date on which the SEC first declares effective a related registration statement or by mutual written agreement of the parties. Neither of these conditions has occurred.
Note 7: Asset Acquisition
On February 15, 2005, the Company acquired assets from Parker Productions (“Parker”), a sole proprietorship operating in the State of Florida. Parker’s operations consisted of modeling and event staffing services. The Company acquired the assets (including the website www.parkerproductions.com, a contact list of models and clients, and use of the name Parker Productions) in exchange for the following:
1. | $20,000 cash; |
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2. | A structured agreement to pay 2% of the net profits of the Parker Productions division to Jill Reynolds (former owner of the Parker assets) for as long as the Company operates the Parker Productions division or for a minimum of ten years, whichever period is longer. |
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3. | Ear-marked $20,000 cash as “seed capital” for use within the Parker Productions division. |
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During February 2005, Signature incorporated a new company with the name Parker Productions, Inc. (“PPI”). PPI is a wholly-owned subsidiary of Signature. Following Signature’s acquisition of the Parker assets, Signature placed the assets in PPI.
The website and contact list are stated at cost and amortized over an estimated useful life of three years using the straight-line method. Amortization commenced on February 15, 2005 and amortization expense for the nine months ended September 30, 2005 totaled $4,166. Estimated aggregate amortization in future years is as follows:
Year ended December 31, | | | | |
2005 | | $ | | 5,833 |
2006 | | | | 6,667 |
2007 | | | | 6,667 |
2008 | | | | 833 |
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Total | | $ | | 20,000 |
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Note 8: Formation of E Cubed Technologies, Inc.
In July 2005, E Cubed Technologies, Inc. (“E Cubed”) was formed to assume the existing information technology consulting operations of Signature. Additionally,E Cubed is an authorized dealer for a company that provides a document imaging and retrieval solutions through software products that securely scan, store, and retrieve documents.
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SIGNATURELEISURE,INC.
Item 2. Management's Discussion and Analysis of Financial Condition and Plan of Operations
This statement may include projections of future results and “forward looking statements” as that term is defined in Section 27A of the Securities Act of 1933 as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934 as amended (the “Exchange Act”). All statements that are included in this Quarterly Report, other than statements of historical fact, are forward looking statements. Although management believes that the expectations reflected in these forward looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct.
Financial Summary
Results of Operations for the Nine-Months Ended September 30, 2005
The Company reports a net loss of $1,178,809 for the 9-months ended September 30, 2005 or a $0.02 loss per share; versus a net loss of $641,161 for the 9-months ended September 30, 2004 or a $0.01 loss per share.
The net loss for the 9-months ended September 30, 2005 of $1,178,809 is comprised of loss from operations of $1,174,751; plus interest expense of $4,058. Primary contributors to loss from operations for the period included stock-based compensation for other business consulting of $625,139 and general and administrative expenses of $462,467. The comparative net loss for the 9-months ended September 30, 2004 of $641,161 is comprised of loss from operations of $639,468 and interest expenses of $1,693. The increase in net loss is primarily due to significant increases in stock based compensation of $400,039; and an increase in general and administrative expenses of $155,092 for the 9-month period ending September 30, 2005 as compared to the period ending September 30, 2004. Revenues during this period were $51,457 vs. $191,449 for the comparative prior period.
Results of Operations for the Three-Months Ended September 30, 2005
The Company reports a net loss of $282,388 for the 3-months ended September 30, 2005 or a $0.00 loss per share; versus a net loss of $81,509 for the 3-months ended September 30, 2004 or a $0.00 loss per share.
The net loss for the 3-months ended September 30, 2005 of $282,388 is primarily comprised of loss from operations of $280,789. The comparative net loss for the 3-months ended September 30, 2004 of $81,509 is also primarily comprised of loss from operations of $80,945. The increase in net loss is primarily due to significant increases in stock based compensation of for the 3-month period ending September 30, 2005 as compared to the period ending September 30, 2004.
Revenues during this period were $27,673 vs. $15,402 for the comparative prior period.
Liquidity and Capital Resources
During the 9-months ended September 30, 2005 the Company's cash position increased by $2,988. Net cash used in operating activities totaled $84,551; net cash used for investing activities was $3,823 for the purchase of equipment; and, $91,362 was provided through financing activities through proceeds of $40,000 from the issuance of a note payable, and $51,362 from related party advances.
During the 9-months ended September 30, 2004 the Company's cash position decreased by $86,548. Net cash used in operating activities totaled $118,901; and, $32,353 was provided through financing activities.
Officer Compensation
Commencing July 1, 2003, the Company began accruing an annual salary of $250,000 for its sole officer and director based on an employment agreement executed in 2003. In addition, under the terms of the employment agreement, the sole officer and director was awarded a monthly auto allowance of $700 per month and opportunities to receive substantial performance-based bonuses. As of September 30, 2005, the sole officer and director had not received any payments toward the auto allowance. The balance owed at September 30, 2005 for the auto allowance totaled $18,900.
During April 2005, the sole officer and director approved the issuance of 40,000,000 shares of the Company’s restricted common stock as payment of $600,000 of the sole officer and director’s accrued bonus.
As of September 30, 2005, accrued salaries and bonuses of the sole officer and director totaled $125,000 and $225,000, respectively.
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SIGNATURELEISURE,INC.
Standby Equity Distribution Agreement
During October 2004, the Company entered into a Standby Equity Distribution Agreement (the “Agreement”) with Katalyst. Under the terms of the Agreement, Katalyst has committed to purchase up to $5 million of the Company’s common stock over the course of 24 months after an effective registration of the Company’s common stock. Any purchases are to be issued under the securities laws of the United States under Regulation D. The purchase price has been set at 99% of the market price, which is to be calculated based on the lowest daily volume weighted average price of the stock over the five trading days following the Company’s funding request. No shares have been issued under the Agreement through the date of this report. By the terms of this agreement the effective date occurs on the date on which the SEC first declares effective a related registration statement or by mutual written agreement of the parties. Neither of these conditions has occurred.
Notes Payable
On December 2, 2004, the Company received proceeds of $25,000 from Katalyst Capital Group, Ltd. (“Katalyst”), an unrelated third party, in exchange for a promissory note. The note carries an eight percent interest rate and matures on December 31, 2005. On February 9, 2005, Katalyst advanced the Company an additional $20,000 in exchange for a second promissory note. The note carries an eight percent interest rate and matures on December 31, 2005. On April 19, 2005, Katalyst advanced the Company an additional $20,000 in exchange for a third promissory note. The note carries an eight percent interest rate and matures on December 31, 2005. Accrued interest on these notes payable is $3,390 at September 30, 2005.
During 2004, a shareholder and advisor (Mr. Edward Miers) loaned the Company $28,210 in exchange for a promissory note bearing an eight percent interest rate. The note matured on December 31, 2004 and was in default until September 22, 2005 when the maturity date was extended until April 1, 2006. The Company has repaid $13,275 toward the note as of September 30, 2005. Accrued interest expense on the note totaled $2,387 at September 30, 2005. The remaining principal and accrued interest balances of $17,322 are included in the accompanying financial statements as “Indebtedness to related parties”.
Periodically Mr. Carnes, our sole officer and director, will advance cash to the company to pay expenses for operations. As of December 31, 2004, the Company owed its sole officer and director $28,033 for working capital advances and expenses paid on behalf of the Company. The obligation does not carry an interest rate and is due on demand. During the nine months ended September 30, 2005, the sole officer and director advanced the Company $51,362 and paid expenses on behalf of the Company totaling $41,725. As of September 30, 2005, the balance owed the sole officer and director of $121,120 is included in the accompanying financial statements as “Indebtedness to related parties”.
These notes represent significant obligations beyond our current available assets, some amounts from these outstanding notes are due and if demands are made by the holder could have a negative impact on our financial condition and our Stockholders.
Sole Officer Director
Signature leisure, Inc. has a sole officer and director, Mr. Stephen Carnes. Mr. Carnes also holds a majority of the outstanding equity of the company. As of September 30, 2005, the company had 80,449,864 shares of our $0.001 par value common stock issued and outstanding. As of September 30, 2005, Mr. Carnes held 48,041,999 common shares or approximately 59.7% of the outstanding equity.
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SIGNATURELEISURE,INC.
Management Plan of Operations
The current business of Signature Leisure, Inc. includes the operations of Parker Productions, Inc., a modeling and event staffing business, E Cubed Technologies, an information technology services company and Signature Auto, an independent dealer in motor vehicles. Our focus of operations for the next 12-month period will be develop our business segments focusing on growing operations in each entity to generate revenues. Signature Leisure, Inc. expects to use profits from operations to maintain and grow each business segment and will continue efforts to raise additional capital to generate expanded operations.
The Company shares office and warehouse space located at 100 Candace Drive, Suite 100, Maitland, Florida 32751, which is presently being provided to us at no cost by Renovo Holdings. The CEO of Renovo Holdings is Stephen Carnes, the CEO of Signature Leisure, Inc. The facility is approximately 3,600 sq. ft.
Signature Auto
During the period ended September 30, 2005, we restarted the pre-owned vehicle sales dealership in the form of wholesale sales. At present we are not retailing vehicles, which is to say that we are not holding inventory for the express purpose of selling to the retail public. We are purchasing inventory with the sole purpose of wholesaling the vehicles to other dealers. The scope of the operation is somewhat limited due to available capital, which consists of a $35,000 loan from an officer of the company, in addition to the two $50,000 floor plan credit lines previously established from MAFS and AFC. No amounts were outstanding on the two credit lines at September 30, 2005. Revenues from auto sales for the three month period ended September 30, 2005 were $23,575 and the related costs of auto sales were $21,480 or approximately 90% of revenue.
Parker Productions
Parker Productions, Inc. operations are being developed as a modeling and event staffing business. The individual models and staff that the Company provides to clients operate as independent contractors to the Company. Revenues from services for the three month period ended September 30, 2005 were $3,186 and the related costs of contracted services were $7,531 or approximately 236% of revenue. The some costs for contracted services related to revenues from services in the prior period. Revenues for the Nine month period were $26,970 and costs were $15,736 representing 58% of revenue.
Presently the company is providing customers with two basic forms of service. The first type of service is providing staff (models) for area conventions. Such type of services would include providing staff members to assist in managing the company's booth at a convention. The staff member would assist the client with visitors to the client's booth.
The second form of service is in the form of beverage promotions. Such promotions take place in area bars, in which Parker staff assist the client to gain product awareness from the bar patrons.
The Company continues to work on building its list of clients.
E Cubed Technologies
Signature Leisure intends to build a full service IT, network/server, and computer services firm. We are focused on building a consulting-oriented VAR (Value Added Reseller) and intend to emphasize service and support to differentiate our company from more price-oriented national chains and enterprise focused service firms." The Company will provide both computer and network software and hardware products and services to make them useful to small businesses. The systems include both PC-based LAN systems and server-based systems. The Company's services will include design and installation of network systems, training, support, and administration. During to the period ended September 30, 2005, E Cubed Technologies started business operations in the greater Orlando, Florida area. We currently represent both Dell computer hardware and software products and DocStar, one of the leading document imaging solution builders. DocSTAR, which is a product of AuthentiDate, Inc., provides clients with a document imaging and retrieval solution. DocSTAR (Document Storage and Retrieval) offers software products for the document imaging industry with a suite of software solutions that securely scans, stores and retrieves documents.
Revenues from sales and services for the three month period ended September 30, 2005 were $912 and the related costs were $692 or approximately 76% of revenue.
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SIGNATURELEISURE,INC.
Consultants/Employees
Signature Leisure currently utilizes six consultant/employees, in addition to our sole officer and director Mr. Carnes, for operations in our business segments. Additional services required for our operations are provided by subcontractors engaged as required.
| Signature Leisure, Inc. (Parent) - Cynthia Wainwright, Administrative Assistant - Evan Weybright, V.P. Operations - Andrea Espinoza, Operations Assistant - Ed Miers, Special Advisor Parker Productions (event staffing) - Matt Lettau, Operations Coordinator - Evan Weybright, Operations Coordinator - Andrea Espinoza, Operations Coordinator Signature Auto (auto sales) - Joe Barrett, Operations Manager - Matt Lettau, Operations Coordinator E Cubed Technologies (information technology services) - Evan Weybright, Operations Director - Matt Lettau, Sales Director
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A critical component of our operating plan impacting our continued existence is the ability to obtain additional capital through additional equity and/or debt financing. We do not anticipate enough positive internal operating cash flow until such time as we can generate substantial revenues, which may take the next few years to fully realize. In the event we cannot obtain the necessary capital to pursue our strategic plan, we may have to cease or significantly curtail our operations. This would materially impact our ability to continue operations.
Our near term cash requirements are anticipated to be offset through the receipt of funds from private placement offerings and loans obtained through private sources. Since inception, we have financed cash flow requirements through debt financing and issuance of common stock for cash and services. As we expand operational activities, we may continue to experience net negative cash flows from operations, pending receipt of servicing or licensing fees, and will be required to obtain additional financing to fund operations through common stock offerings and bank borrowings to the extent necessary to provide working capital.
Over the next twelve months we believe that existing capital and anticipated funds from operations will not be sufficient to sustain operations and planned expansion. Consequently, we will be required to seek additional capital in the future to fund growth and expansion through additional equity or debt financing or credit facilities. No assurance can be made that such financing would be available, and if available it may take either the form of debt or equity. In either case, the financing could have a negative impact on our financial condition and our Stockholders. We anticipate incurring operating losses over the next twelve months. Our lack of operating history makes predictions of future operating results difficult to ascertain. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development. Such risks include, but are not limited to, an evolving and unpredictable business model and the management of growth. To address these risks we must, among other things, obtain a customer base, implement and successfully execute our business and marketing strategy, continue to develop and upgrade technology and products, respond to competitive developments, and attract, retain and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so can have a material adverse effect on our business prospects, financial condition and results of operations.
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SIGNATURELEISURE,INC.
Item 3. Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report. There were no changes in our internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting
Part II. OTHER INFORMATION
Item 1. Legal Proceedings
None, for the period ending September 30, 2005.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the three month period ended September 30, 2005 Signature Leisure made no unregistered sales of equity Securities.
Other Equity Activity
During the three month period ended September 30 2005, we have issued 4,500,000 shares of our $0.001 par value common stock to Andra Espinoza as compensation for services. The shares issued were unrestricted pursuant to an S-8 Registration filed with the SEC on April 27, 2005 and valued at $46,500.
During the three month period ended September 30 2005, we have issued 2,500,000 shares of our $0.001 par value common stock to Evan Weybright as compensation for services. The shares issued were unrestricted pursuant to an S-8 Registration filed with the SEC on April 27, 2005 and valued at $21,500.
During the three month period ended September 30 2005, we have issued 2,500,000 shares of our $0.001 par value common stock to Cynthia Wainwright as compensation for services. The shares issued were unrestricted pursuant to an S-8 Registration filed with the SEC on April 27, 2005 and valued at $21,500.
During the three month period ended September 30 2005, we have issued 1,200,000 shares of our $0.001 par value common stock to Matt Lettau as compensation for services. The shares issued were unrestricted pursuant to an S-8 Registration filed with the SEC on August 26, 2003 and valued at $24,000.
During the three month period ended September 30 2005, we have issued 835,700 shares of our $0.001 par value common stock to Joe Barrett as compensation for services. The shares issued were unrestricted pursuant to an S-8 Registration filed with the SEC on August 26, 2003 and valued at $11,214.
During the three month period ended September 30 2005, we have issued 3,000,000 shares of our $0.001 par value common stock to Edward Miers as compensation for services. The shares issued were unrestricted pursuant to an S-8 Registration filed with the SEC on August 26, 2003 and valued at $46,000.
During the three month period ended September 30 2005, we have issued 400,000 shares of our $0.001 par value common stock to as payment for accrued legal fees. The shares issued were unrestricted pursuant to an S-8 Registration filed with the SEC on August 26, 2003 and valued at $8,000.
Equity Compensation Plan Information
The following table provides information as of September 30, 2005 regarding compensation plans (including individual compensation arrangements) under which equity securities are authorized for issuance:
| | | | | | Number of securities |
| | Number of securities | | | | available for future |
| | to be issued | | Weighted-average | | issuance under equity |
| | upon exercise of | | exercise price of | | compensation plans |
| | outstanding options, | | outstanding options, | | (excluding securities |
Plan Category | | warrants and rights | | warrants and rights | | shown in first column) |
Equity compensation plans | | | | | | |
approved by shareholders | | 0 | | $0.0 | | 0 |
Equity compensation plans | | 0 | | $0.0 | | 18,545,550 |
not approved by shareholders(1)(2) | | | | | | |
| |
| |
| |
|
Total | | 0 | | $ 0.0 | | 18,545,550 |
(1)Consists of shares of our common stock issued or remaining available for issuance under our stock option plan. | | |
(2)Consists of shares of our common stock registered on form S-8, as amended, filed April 27, 2005. | | |
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SIGNATURELEISURE,INC.
Item 3. | | Defaults Upon Senior Securities |
| | None |
Item 4. | | Submission of Matters to a Vote of Security Holders |
None, for the period ending September 30, 2005. |
Item 5. | | Other Information |
| | None |
Item 6. Exhibits and Reports on Form 8-K
Exhibits | | |
Signature Leisure, Inc. includes herewith the following exhibits: |
31.1 | | Certification of Principal Executive Officer (Rule 13a-14(a)/15(d)-14(a)) |
32.1 | | Certification of Principal Executive Officer (18 U.S.C. 1350) |
| Reports on Form 8-K September 22, 2005 Signature Leisure, Inc. filed a Report on Form 8-K with the Securities and Exchange Commission; re: Press Release – Signature Leisure Announces New Subsidiary E Cubed Technologies, Inc.
|
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SIGNATURELEISURE,INC.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Signature Leisure, Inc.
Date: November 17, 2005 | | By: | | /s/ Stephen W. Carnes, President |
| | | |
|
| | | | Stephen W. Carnes, President |
| | | | Principal Executive Officer |
| | | | Principal Accounting Officer |
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